Franchise Business Review

Franchise Business Review Agreement

This Franchise Business Review Agreement (the Agreement) is made effective as of Day Month Year by and between:

Reviewer Name: (referred to below as "Reviewer"); and

Franchisee Name: (referred to below as "Franchisee").

WHEREAS

WHEREAS, Franchisee operates one or more franchised business locations that require an independent performance, compliance and operational review; and

WHEREAS, Reviewer has the expertise, personnel and methodology to perform a detailed business review of franchise operations, financial controls, customer service, and compliance with franchisor standards; and

WHEREAS, the parties wish to set forth the scope, terms of payment, confidentiality obligations and other terms governing Reviewer's performance of such review services.

SCOPE OF WORK

Reviewer shall perform a Franchise Business Review of the Franchisee's operations at the location(s) identified below. The review will address operations, financial records, customer service protocols, compliance with franchisor standards, staff training and management practices, and any additional matters expressly agreed in writing.

Review methodology will include document inspection, personnel interviews, on-site observation, sampling of financial data, and preparation of a written report of findings and recommended remedial actions. Reviewer will deliver one written report to Franchisee unless otherwise agreed in writing.

PAYMENT TERMS

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the date due until paid in full. Franchisee shall reimburse Reviewer for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

This Agreement commences on Start Date and, unless earlier terminated in accordance with this Agreement, terminates on End Date .

Either party may terminate this Agreement for convenience upon written notice to the other party of not less than days. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach, or immediately for gross negligence, willful misconduct, fraud, or other conduct that irreparably harms the other party.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary or business information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with the review, including but not limited to financial records, customer data, personnel records, operational procedures, pricing information and franchisor materials. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; or (c) is rightfully obtained from a third party without breach of an obligation of confidentiality.

The Receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely for the purposes of performing or receiving the review services described herein; and (iii) restrict disclosure to those employees, agents or professional advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify destruction upon request.

The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this confidentiality obligation and that the Disclosing Party is therefore entitled to seek injunctive relief in addition to other remedies at law or equity.

ADDITIONAL TERMS

Independent Contractor. Reviewer shall perform services as an independent contractor and not as an employee, agent, or partner of Franchisee. Reviewer shall be solely responsible for payment of all compensation and benefits to its employees and subcontractors and for all applicable taxes.

Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the fees paid or payable to Reviewer under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person executing this Agreement on its behalf is duly authorized to do so.

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