Franchisor Legal Notice

FRANCHISOR LEGAL NOTICE

This Legal Notice (the Notice) is delivered on by Franchisor: with principal place of business at to Franchisee: located at .

RECITALS

WHEREAS, Franchisor and Franchisee are parties to a Franchise Agreement dated (the Agreement), pursuant to which Franchisee was granted the right to operate a franchised business using Franchisor's marks, methods, and system; and

WHEREAS, Franchisor alleges that Franchisee has failed to comply with the Agreement as follows: breach of , specifically described below; and

WHEREAS, Franchisor is issuing this Notice to identify the alleged defaults, request cure where permitted, and declare Franchisor's intended remedies if the defaults are not remedied within the time provided by the Agreement or by applicable law.

NOW, THEREFORE

Franchisor gives notice as follows and demands prompt cure where cure is available under the Agreement.

1. NOTICE OF DEFAULT

Franchisee is in default of the Agreement as described below. The specific acts, omissions, and circumstances constituting the alleged default are set forth in detail:

Date(s) on which the alleged default occurred or was discovered:

2. DEMAND TO CURE

Pursuant to the Agreement, Franchisor hereby demands that Franchisee cure the above-described default within days of receipt of this Notice, or by , whichever is earlier.

Actions required to cure: (list each required action, deliverable, payment, or corrective measure)

3. MONETARY DEMANDS

Amount presently claimed to be due and payable arising from the default: . If payment is required to cure, remit the full amount above to the Franchisor at the address specified in the Notices section.

4. REMEDIES AND INTENDED ACTIONS

If Franchisee fails to cure the default within the time allowed, Franchisor intends to exercise all remedies available under the Agreement and applicable law, which may include one or more of the following:

• Termination of the Agreement and revocation of the license to use Franchisor's marks and system;
• Obtaining injunctive or other equitable relief to restrain continued use of trademarks, trade dress, confidential information, or operation of the franchised business;
• Recovery of damages, costs of enforcement, and attorneys' fees as provided by the Agreement or applicable law;
• Requiring immediate cessation of operations under the franchise and return of all proprietary materials and manuals.

Terminate Agreement if uncured

Seek injunctive relief and/or specific performance

Seek monetary damages, costs, and attorneys' fees

5. INTELLECTUAL PROPERTY; CESSATION OF USE

Franchisor demands that Franchisee immediately cease all use of Franchisor's trademarks, service marks, trade dress, logos, and system elements upon termination or as otherwise directed in the Agreement. Franchisee must, within the cure period if applicable, inventory, segregate, and return or destroy all materials bearing Franchisor's marks and certify in writing compliance with these obligations.

6. POST-TERMINATION OBLIGATIONS

Unless the Agreement expressly provides otherwise, upon termination Franchisee must: (a) cease operation of the franchised business under the System; (b) remove all signs and indicia bearing Franchisor's marks; (c) return confidential manuals, records, and proprietary materials; (d) provide an accounting of receipts and inventory; and (e) comply with all post-termination transition obligations in the Agreement.

7. RESERVATION OF RIGHTS

Franchisor expressly reserves all rights and remedies under the Agreement and at law or in equity. No acceptance of late performance, waiver, forbearance, or payment by Franchisor shall be deemed a waiver of any other right or remedy, nor shall it constitute a waiver of the requirement of strict compliance with the Agreement in the future.

8. NOTICES

All notices required or permitted under this Notice shall be in writing and delivered in accordance with the Agreement. For convenience, the parties' notice information is provided below:

9. GOVERNING LAW; MISCELLANEOUS

This Notice and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the state identified in the Agreement, without regard to conflict of law principles. The parties agree that venue and jurisdiction for any suit or proceeding shall reside in the courts specified by the Agreement.

Entire Agreement: This Notice is issued pursuant to and forms part of the Agreement. To the extent of any inconsistency between this Notice and the Agreement, the Agreement controls except as expressly modified in writing signed by both parties.

Severability: If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments; Waiver: Any amendment to this Notice must be in writing and signed by the parties. No waiver shall be effective unless in writing and signed by the party granting the waiver.

ACKNOWLEDGMENT

By signing below, the parties acknowledge receipt of this Notice and understand the consequences set forth herein. Receipt of this Notice shall not be construed as an acceptance of any alleged defaults nor a waiver of any rights except as expressly stated in writing.

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