Legal Complete FDD

LEGAL COMPLETE FDD

This Franchise Disclosure and Agreement is entered into on this day of , year , by and between Franchisor: , a organized under the laws of , with principal place of business at ; and Franchisee: , an entity of type organized under the laws of , with principal address at .

RECITALS

WHEREAS, Franchisor owns and licenses a system for the establishment and operation of businesses using the trade name and marks associated with its business and has developed methods of operation, training programs, manuals, and related proprietary information (the "System"); and

WHEREAS, Franchisee desires to obtain a franchise to operate a business using the System and to receive the benefits of Franchisor's training, proprietary materials and ongoing support, subject to the terms and conditions set forth in this Franchise Disclosure Document and Franchise Agreement (this "Agreement"); and

WHEREAS, Franchisor has provided Franchisee with a complete Franchise Disclosure Document containing the disclosures and attachments required by applicable franchise disclosure laws and regulations, and Franchisee acknowledges receipt as indicated in Section 2.1 below.

NOW, THEREFORE

In consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Franchise Disclosure and Agreement, including all exhibits, schedules and the Franchise Disclosure Document delivered to Franchisee. "FDD" means the Franchise Disclosure Document provided by Franchisor. Other defined terms are set forth throughout this Agreement and shall be given the meanings assigned to them.

2. RECEIPT OF DISCLOSURES; ACKNOWLEDGMENTS

2.1 Franchisee hereby acknowledges receipt of the Franchise Disclosure Document and all required attachments on .

2.2 Franchisee acknowledges that Franchisee has had the opportunity to review the FDD, to ask questions of Franchisor, and to seek independent advisors and counsel. Franchisee expressly represents that the decision to execute this Agreement is made without reliance upon any oral or written representation not set forth in the FDD or this Agreement.

3. DISCLOSED ITEMS AND EXHIBITS

3.1 The FDD includes the disclosures required by law. The following exhibits are attached and form part of this Agreement: Exhibit A (Forms of Franchise Agreement and addenda), Exhibit B (List of principal officers), Exhibit C (Financial statements), Exhibit D (Territory description), Exhibit E (Operations manual summary). Additional exhibits:

4. FRANCHISE GRANT AND TERM

4.1 Grant. Subject to the terms of this Agreement, Franchisor grants Franchisee the nonexclusive/nontransferable (select one) franchise to operate a single unit business using the System within the territory described in Exhibit D.

4.2 Term. The initial term of this Agreement shall be years commencing upon the date of opening for business under the System, unless sooner terminated in accordance with this Agreement.

5. FEES, PAYMENTS AND FUNDS

5.1 Initial Franchise Fee. Franchisee shall pay an initial franchise fee to Franchisor of $ payable as follows:

5.2 Royalty. Franchisee shall pay a continuing royalty equal to of gross revenues, payable monthly on or before the day following the end of each calendar month.

5.3 Advertising Fund. Franchisee shall contribute $ per month to the national advertising fund and comply with all advertising rules set forth in the Operations Manual.

6. TRAINING AND OPERATIONS

6.1 Training. Franchisor will provide an initial training program as described in the FDD. Franchisee shall attend and complete the training program prior to opening. Additional training and site visits may be provided at Franchisor's discretion and subject to fee reimbursement.

7. TERRITORY AND USE OF MARKS

7.1 Territory. The territory granted to Franchisee is described in Exhibit D. Franchisor's grant of territory is subject to the limitations in the FDD and does not guarantee performance or exclusivity beyond that expressly set forth.

7.2 Marks. Franchisee is granted a limited license to use Franchisor's trademarks, service marks and logos solely in connection with operation of the franchised business in accordance with the System and this Agreement. All goodwill generated by Franchisee's use of the marks inures to the benefit of Franchisor.

8. TRANSFERS; ASSIGNMENT

8.1 Transfers by Franchisee are subject to Franchisor's prior written consent, which shall not be unreasonably withheld in cases permitted by this Agreement. Franchisee shall comply with all transfer requirements in the FDD and any applicable addenda, including payment of transfer fees and assumption of obligations by the transferee.

9. TERMINATION

9.1 Causes for termination include material breach by either party, bankruptcy or insolvency of Franchisee, failure to pay fees when due, and other events specified in this Agreement. Upon termination, Franchisee shall cease use of Franchisor's marks, return proprietary materials, and comply with post-termination obligations.

10. FINANCIAL PERFORMANCE REPRESENTATIONS

10.1 Franchisor's representations regarding historical or projected earnings, if any, are set forth in Item 19 of the FDD. Franchisee acknowledges receipt of any financial performance representations by checking the option below and attaching any supporting documents.

Provided in FDD    Not provided

11. CONFIDENTIALITY; NONDISCLOSURE

11.1 Franchisee shall maintain in confidence all confidential and proprietary information provided by Franchisor, including but not limited to manuals, marketing plans, operations procedures, trade secrets, pricing methods, and customer lists. Disclosure is permitted only as required by law or with Franchisor's written consent. Franchisee's obligations under this Section survive termination of this Agreement.

12. INDEMNIFICATION; INSURANCE

12.1 Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to perform obligations hereunder. Franchisee shall maintain insurance as required in the Operations Manual and provide certificates of insurance to Franchisor upon request.

13. NOTICES

13.1 All notices, requests, demands and other communications 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 may designate in writing. Notices shall be effective upon personal delivery, certified mail return receipt requested, or nationally recognized overnight courier.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 No amendment to this Agreement shall be effective unless made in writing and signed by both parties. Failure by either party to insist upon strict performance of any provision of this Agreement shall not constitute a waiver of that provision or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of , without regard to its conflict of laws principles. Venue for any dispute shall lie in the appropriate state or federal court located within that State.

16. ENTIRE AGREEMENT

16.1 This Agreement, including the FDD and the exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

17.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

18. MISCELLANEOUS PROVISIONS

18.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them except as expressly provided.

18.2 Remedies. The parties agree that monetary damages may be inadequate for certain breaches, and either party may seek injunctive relief or specific performance in addition to any other remedies available at law or in equity.

FRANCHISEE ACKNOWLEDGMENTS

By signing below, Franchisee acknowledges that Franchisee has read and understands this Agreement and the FDD, has had the opportunity to consult with independent advisors, and agrees to be bound by all terms and conditions herein.

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