Legal MFC Document

LEGAL MFC DOCUMENT

This Agreement is made as of Effective Date: by and between Franchisor: (entity type: Corporation LLC Other ) with principal place of business at , and Franchisee: (entity type: Individual Corporation LLC ) with principal place of business at .

RECITALS

WHEREAS, Franchisor has developed and owns certain trademarks, trade dress, methods of operation, training materials and systems used in the operation of the business known as the MFC business, including the service marks and trade names described in Schedule A attached hereto; and

WHEREAS, Franchisee desires to obtain, and Franchisor is willing to grant, the right to establish and operate a franchised MFC business at a specified location and within a specified territory subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the grant, operation, support and protection of the franchised business.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. In this Agreement the following terms have the meanings indicated: "Affiliate" means any entity controlled by, controlling, or under common control with a party. "Confidential Information" means proprietary information disclosed by one party to the other, whether oral or written, that is designated as confidential or that by its nature should reasonably be treated as confidential. "Territory" means the geographic area set forth in Section 3 and described in Territory Description.

2. GRANT

2.1 Grant of Franchise. Subject to the terms and conditions of this Agreement, Franchisor grants to Franchisee the right, license and franchise to operate one franchised MFC business within the Territory and to use the Franchisor's trademarks, trade dress and systems in connection therewith for the Term.

3. TERM

3.1 Initial Term. The initial term of this Agreement shall be for a period of years commencing on the Effective Date, unless earlier terminated in accordance with Section 12.

4. FEES AND PAYMENTS

4.1 Initial Franchise Fee. Franchisee shall pay to Franchisor an initial franchise fee in the amount of payable as follows: due on or before .

4.2 Royalty. Franchisee shall pay to Franchisor a continuing royalty equal to percent of Gross Sales, payable monthly in arrears within days after the end of each calendar month.

4.3 Marketing Fund. Franchisee shall contribute of Gross Sales to the national marketing fund, payable in the same manner as royalties.

5. TRAINING AND SUPPORT

5.1 Initial Training. Franchisor shall provide initial training as described in the training syllabus delivered to Franchisee. Franchisee shall attend the required training session(s) and ensure its key personnel comply with training requirements.

6. OPERATING STANDARDS; QUALITY CONTROL

6.1 Standards. Franchisee shall at all times operate the franchised business in accordance with standards, specifications and operating procedures established by Franchisor. Franchisor may, from time to time, issue reasonable mandatory updates to standards, and Franchisee shall implement such updates within the period specified by Franchisor.

7. CONFIDENTIALITY

7.1 Treatment of Confidential Information. Each party shall keep confidential and not disclose to third parties any Confidential Information of the other party except as required by law or as permitted by this Agreement. Confidential Information shall be used solely for the performance of obligations under this Agreement.

8. INTELLECTUAL PROPERTY; LICENSE

8.1 License. Franchisor grants to Franchisee a non-exclusive, non-transferable license to use the Franchisor Marks solely in connection with operating the franchised business in the Territory during the Term and in accordance with this Agreement. Franchisee acknowledges that all right, title and interest in the Franchisor Marks are and shall remain the exclusive property of Franchisor.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Franchisee represents that it has not entered into any agreement that would conflict with its obligations under this Agreement.

10. INDEMNIFICATION

10.1 Indemnity by Franchisee. Franchisee shall indemnify, defend and hold harmless Franchisor, its officers, directors and Affiliates from and against all losses, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of Franchisee's operation of the franchised business or breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 Exclusion. Except for liability arising from willful misconduct, fraud, or indemnification obligations under Section 10, neither party shall be liable to the other for special, incidental, consequential or punitive damages, including lost profits.

12. TERMINATION

12.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12.2 Effect of Termination. Upon termination Franchisee shall immediately cease use of Franchisor Marks, return confidential materials and comply with post-termination obligations set forth in Section 13.

13. NOTICES

13.1 Method and Addresses. All notices required or permitted under this Agreement shall be in writing and delivered by hand, courier, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. 14.2 Waiver. No waiver of any right or remedy under this Agreement shall be effective unless in writing signed by the waiving party; a waiver of any breach shall not constitute a waiver of any subsequent breach. 14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15.2 Dispute Resolution. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by final and binding arbitration administered in accordance with the chosen arbitration rules and conducted in the agreed location, unless the parties agree otherwise in writing.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement (including all schedules and exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. 16.2 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

17.1 Assignment. Franchisee may not assign or transfer this Agreement or any of its rights or obligations hereunder without Franchisor's prior written consent, which shall not be unreasonably withheld. Franchisor may assign this Agreement to an Affiliate or successor in interest.

17.2 Insurance. Franchisee shall obtain and maintain insurance as required by Franchisor during the Term. Proof of insurance shall be provided to Franchisor upon request.

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