Franchisor Consent Agreement

FRANCHISOR CONSENT AGREEMENT

This Franchisor Consent Agreement (the "Agreement") is made as of the day of , (the "Effective Date"), by and between Franchisor Name: , with principal place of business at (hereinafter "Franchisor"), and Assignee Name: , with principal place of business at (hereinafter "Assignee").

RECITALS

WHEREAS, Franchisee Name: , is party to a Franchise Agreement dated (the "Franchise Agreement") governing the operation of the franchised business located at (the "Franchise Location").

WHEREAS, Franchisee has entered into a Transaction Agreement by which Franchisee proposes to assign or transfer its rights, title and interest in and to the Franchise Agreement to Assignee (the "Transaction"); and

WHEREAS, Franchisor is willing to consent to the Transaction solely on the terms and conditions set forth in this Agreement, and Franchisor's consent is effective only upon the satisfaction of the conditions set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings given in the Franchise Agreement. "Franchise Agreement" means the agreement identified above between Franchisor and Franchisee dated as of . "Assignee" means the entity or person identified as Assignee in the opening paragraph.

2. CONSENT

Subject to the Conditions set forth in Section 3, Franchisor hereby consents to the assignment and transfer of Franchisee's rights, title and interest in and to the Franchise Agreement to Assignee solely with respect to the Franchise Location and only to the extent expressly provided in this Agreement. This consent is limited, conditional and non-waiving and applies only to the specific Transaction described in the recitals.

3. CONDITIONS TO CONSENT

The consent granted in Section 2 is effective only upon Franchisor's receipt and acceptance, in form and substance satisfactory to Franchisor, of each of the following:

1. a fully executed written assumption agreement by Assignee in the form required by the Franchise Agreement;
2. payment of the transfer fee in the amount of to Franchisor;
3. delivery of satisfactory financial statements of Assignee for the most recent and any guaranty or security required by Franchisor;
4. payment of all amounts due and owing under the Franchise Agreement as of the Effective Date;
5. evidence of compliance with applicable local licensing and regulatory requirements for operation at the Franchise Location;
6. execution of any amendments or instruments reasonably required by Franchisor to effectuate the consent.

4. REPRESENTATIONS AND WARRANTIES

Assignee represents and warrants to Franchisor that as of the Effective Date: (a) Assignee is duly organized and validly existing under the laws of the jurisdiction of its formation and has full power and authority to enter into this Agreement and to perform its obligations; (b) the execution and delivery of this Agreement and any assumption agreement has been duly authorized by all necessary corporate or other action; (c) the execution and performance by Assignee will not violate any law or obligation binding on Assignee; and (d) Assignee will assume and perform all obligations of Franchisee under the Franchise Agreement arising on or after the Effective Date.

Franchisee represents and warrants to Franchisor that as of the Effective Date: (a) Franchisee has disclosed to Franchisor all material liabilities and defaults under the Franchise Agreement; and (b) there are no uncured material defaults by Franchisee under the Franchise Agreement except as disclosed in writing to Franchisor.

5. ASSUMPTION; CONTINUING OBLIGATIONS

Upon occurrence of the Effective Date and satisfaction of the Conditions, Assignee shall be bound by, and shall perform, all duties, obligations and liabilities of Franchisee under the Franchise Agreement arising on or after the Effective Date. Nothing in this Agreement releases Franchisee from liability for obligations arising prior to the Effective Date unless Franchisor executes a written release specifically so stating.

6. INDEMNIFICATION

Assignee shall indemnify, defend and hold harmless Franchisor and its officers, directors, agents and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Assignee's operation of the Franchise Location after the Effective Date or Assignee's breach of any representation, warranty or covenant contained in this Agreement.

7. FEES AND COSTS

All fees and costs incurred by Franchisor in connection with the review and processing of the Transaction, including reasonable legal fees, shall be paid by Assignee Franchisee unless otherwise agreed in writing by Franchisor. Any unpaid fees or costs shall be an obligation of Assignee under this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above, and shall be effective upon personal delivery, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, or the next business day if sent by nationally recognized overnight courier.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with the Franchise Agreement and the assumption agreement referred to herein, constitutes the entire agreement between the parties with respect to the matters set forth herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, the unenforceability shall not affect the validity or enforceability of the remaining provisions hereof, which shall remain in full force and effect.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

The parties agree that Franchisor's consent hereunder does not constitute a waiver of any rights or remedies under the Franchise Agreement other than as expressly provided herein. Nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between Franchisor and Assignee.

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