Franchise Consulting Agreement

FRANCHISE CONSULTING AGREEMENT

This Franchise Consulting Agreement ("Agreement") is made effective as of Effective Date: by and between:

Consultant Name:   Principal Place of Business:

Client Name:   Principal Place of Business:

RECITALS

WHEREAS, Consultant has substantial experience and expertise in franchising operations, franchise disclosure compliance, franchise development, operations manuals and training programs; and

WHEREAS, Client owns or proposes to establish a franchise system and desires to obtain consulting services from Consultant to assist with franchise strategy, operations, training and related matters under the terms set forth in this Agreement; and

WHEREAS, Consultant is willing to provide such services to Client on the terms and conditions contained in this Agreement.

SCOPE OF WORK

Consultant shall perform the professional services described below. Consultant will provide services in a timely, professional manner consistent with industry standards. The specific tasks, deliverables and milestones are described in the space below and may be supplemented by written statements of work signed by both parties.

PAYMENT TERMS

Client shall pay Consultant for services rendered as follows:

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Consultant for all reasonable costs of collection, including attorneys' fees and court costs, if payment is not made when due.

EXPENSES

Client will reimburse Consultant for preapproved out-of-pocket expenses incurred in performance of services, including travel, lodging, filing fees and third-party vendor costs. Reimbursable expenses shall be invoiced monthly and supported by receipts where practicable.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for 30 days after written notice specifying the breach.

Upon termination, Client shall pay Consultant for all services performed and reimbursable expenses incurred through the effective date of termination, including any non-cancellable obligations.

CONFIDENTIALITY

Consultant and Client acknowledge that in the performance of this Agreement each party may receive confidential or proprietary information (collectively, "Confidential Information"). Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes of performing this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Consultant and Client acknowledge and agree to the Confidentiality provisions above.

INTELLECTUAL PROPERTY; DELIVERABLES

Except as otherwise expressly agreed in writing, all work product, deliverables, reports, designs, software, training materials and other tangible or intangible results created by Consultant in connection with this Agreement ("Work Product") shall be deemed work made for hire and Client shall own all right, title and interest in and to the Work Product upon full payment of amounts due under this Agreement. Consultant hereby assigns to Client all right, title and interest in the Work Product and agrees to execute such documents as reasonably requested to effectuate such assignment.

INDEPENDENT CONTRACTOR

Consultant is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, fiduciary or agency relationship between the parties. Consultant is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an independent contractor.

Consultant affirms that it will perform services as an independent contractor.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's gross negligence or willful misconduct, or (c) any third-party claim resulting from the Indemnifying Party's acts or omissions in connection with performance under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the parties. If unresolved within 30 days, the parties shall submit the dispute to binding arbitration in the county of the governing law state, conducted by a single arbitrator selected in accordance with the then-applicable arbitration rules mutually agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party designates by written notice):

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate and that either party shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce this Agreement.

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