Deposit Franchise

FRANCHISE DEPOSIT AGREEMENT

THIS AGREEMENT is made on the [insert day] day of [insert month] [insert year](the “Effective Date”)

BETWEEN:

Braxton, a …….. company with its principal place of business at ……………. (“Braxton” or “the Franchisor”)

AND

_______________________[resident] [corporation] [partnership] [limited liability company] [residing at] [with offices located at]________________________________________(“Depositor”)..

WHEREBY IT IS AGREED as follows:

Introduction

Braxton is in the business of developing and operating a system consisting off ranchised and company-operated “Braxton” professional firms under the trademarks, service marks, and system owned or licensed by Braxton (collectively, “Centers”);.

Depositor wishes to apply to become a franchisee under Braxton”s system pursuant to a franchise agreement for a particular Center;

Braxton must expend considerable time, effort, and cost during the period (the “Evaluation Period”) needed to evaluate the applicant’s qualifications and suitability to become a franchisee and to evaluate the proposed location for the Center; and.

Depositor wishes to place a deposit with Braxton as evidence of Depositor’s good faith during the Evaluation Period.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. The Deposit. Upon execution of this Agreement, Depositor shall pay Braxton the sum of Ten Thousand Dollars ($10,000) as a non-interest bearing deposit (the “Deposit”).

The entire deposit of …. will be applied toward the initial franchise fee payable under Franchisor’s Franchise Agreement.

2. Refundability. The Deposit shall be refundable to Depositor only as provided for in Section 8(a) below; otherwise, the Deposit is non-refundable. A portion of the deposit in the amount of ….. will be immediately non-refundable. This amount will be deemed earned by Franchisor for processing of my Application and for services performed following approval of my Application.

3. Credit. Unless Braxton or Depositor terminate this Agreement as provided in Section 8, the full amount of the Deposit shall be credited by Braxton toward payment of the first installment of the initial franchise fee due under a franchise agreement entered into by the parties.

4. Deposit Area. During the Evaluation Period, Braxton and Depositor shall explore the prospect of entering into a franchise agreement for the establishment of a Cener; all within the following area: …………….(the “Deposit Area”). The only purpose of the Deposit Area is to describe the area within which they wil focus their attention during the Evaluation Period. Nothing in this Agreement (except for Section 6 below) shall prevent Braxton or Depositor from entering into any agreement, conducting business, or taking any action within the Deposit Area or elsewhere.

a. By entering into this Agreement: (x) neither party shall be bound to enter into a franchise agreement with the other; and (y) Braxton shall not be deemed to have given any representation or assurance that any site Depositor finds, whether in the Deposit Area or otherwise, will be acceptable to Braxton or will be a location at which Depositor is likely to be successful in operating a Center.

b. Depositor acknowledges and agrees that notwithstanding anything to the contrary in this.

Agreement: (a) Depositor shall have no rights with respect to any other business operated by Braxton and/or Braxton affiliates (collectively, the “Other Brands”); and (b) Braxton and/or Braxton affiliates shall have the right to operate and license others to operate restaurants under the Other Brands at any location whatsoever, notwithstanding such restaurants’ proximity to the Deposit Area, or the actual or threatened impact such restaurants might have on sales at a proposed location for a Restaurant..

5. Application. Depositor agrees to make all applications and provide all information reasonably requested by Braxton to evaluate Depositor’s qualification and suitability to enter into a franchise agreement with Braxton.

6. Confidentiality. During the Evaluation Period, certain confidential information about Braxton and its system will be disclosed or otherwise made known to Depositor (“Confidential Information”). Depositor agrees to respect and maintain the confidential nature of such Confidential Information, and not in any way disclose the Confidential Information to anyone else, nor in any way use the Confidential Information in the operation of any business (excluding a Center operated pursuant to a franchise agreement). It is agreed that Depositor’s obligations under this Section 6 shall not expire upon termination of this Agreement.

7. Evaluation Period. The parties agree that the Evaluation Period shall last for forty five (45) days from the Effective Date, unless the parties otherwise agree in writing.

8. Termination.

a. The Deposit shall be refundable as described below:

i. If, during the Evaluation Period, Braxton desires to terminate this Agreement for any reason, then this Agreement shall terminate upon Braxton’s written notice to Depositor, the parties shall have no other rights or obligations to each other, and within sixty (60) days after such expiration, Braxton shall refund the entire Deposit paid to Braxton. The refundable portion of my deposit in the amount of ………… less any fees or other expenses which Depositor owe to Franchisor at the time of termination, will be returned to Depositor.

ii. Except as described above in Section 8(a)(i), if, at the end of the Evaluation Period:

(1) Depositor has not located a site for the Center that is acceptable to Braxton; (2) for any other reason there is no approved site for a Center; or (3) Depositor at any time desires to terminate this Deposit Agreement, or otherwise elects not to proceed with the location of a site for the Center pursuant to this Deposit Agreement, and so notifies Braxton in writing; then, unless the parties agree otherwise in writing, this Agreement shall expire, the parties shall have no other rights or obligations to each other, and within sixty (60) days after such expiration, Braxton shall refund the refundable portion of the Deposit in the amount of ………., less out-of pocket costs, any fees or other expenses owe to Braxton (not to exceed Five Thousand Dollars ($5,000)).

Franchisor will have no obligation to return any portion of the deposit that is non-refundable, regardless of whether  Depositor or Franchisor performs any services or obligations following submission of the deposit.

b. This Agreement shall terminate at the earlier of:.

i. Notice from Braxton to Depositor, or Depositor to Braxton, that either party is exercising its rights under Section 8(a)(1) or (ii) above;

ii. the parties’ entry into a franchise agreement; or

iii. the end of the Evaluation Period.

9. No Franchise Rights. This Agreement is not a franchise and does not grant Depositor any right whatsoever to use the “Braxton” marks and/or system, since these rights can only be granted under a franchise agreement entered into by Depositor and Braxton. Depositor shall not use the “Braxton” marks or system, nor shall Depositor make any representation or commitment on Braxton’s behalf. In addition, neither party shall undertake any actions, expend any money, or otherwise change its position in anticipation of signing a franchise agreement.

10. Disputes. The terms of this Agreement shall be construed exclusively under English law. The parties agree that any action brought by Depositor against Franchisor in any court shall be brought within such state and in the judicial district in which Franchisor has its principal place of business. Any action brought by Franchisor against Depositor in any court may be brought within the state and judicial district in which Franchisor has its principal place of business. The parties agree that this Section shall not be construed as preventing either party from removing an action from sa court. Depositor hereby waives all questions of personal jurisdiction or venue for the purpose of carrying out this provision. Any such action shall be conducted on an individual basis, and not as part of a consolidated, common, or class action. Franchisor and Depositor irrevocably waive trial by jury in any action, proceeding, or counterclaim, whether at law or in equity, brought by either of them against the other, whether or not there are other parties in such action or proceeding. Any and all claims and actions arising out of or relating to this Agreement, the relationship of Depositor and Franchisor, or this Agreement, brought by any party hereto against the other, shall be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.

11. Acknowledgement. Depositor acknowledges receipt of Braxton’s franchise information at least ten business days before the Effective Date. Depositor also acknowledges receipt of a copy of this Agreement, with all the blanks filled in, at least five business days before the Effective Date.

Franchisor’s obligations with respect to the deposit are those of a debtor and not a trustee and Franchisor may maintain the deposit separate and apart from Franchisor‘s general funds or may conimingle the deposit with its general funds.

12. No Conflicting Obligations. Depositor represents and warrants to Braxton that neither Depositor nor its principals are under any contractual or other legal obligation that would restrict Depositor and its principals from: (a) entering into this Deposit Agreement and, ultimately, a “Braxton” franchise agreement; and/or (b) performing the obligations and/or exercising the rights under this Agreement and any “Braxton” franchise agreement that the parties may enter into.

13. Full Agreement. This Agreement incorporates the full and complete agreement between the parties concerning the subject of this Agreement, and supersedes any and all prior correspondence, conversations, representations, or statements of whatever nature concerning the subject of this Agreement.

14. Arbitration. Save in respect of those provisions of the agreement which provide for
their own remedies which would be incompatible with arbitration, a dispute will  be submitted to and decided by arbitration.

Upon the happening of a dispute, prior to the dispute being submitted
to and decided by arbitration, the parties undertake to negotiate in
good faith with the other in regard to the dispute for a period of 2
(two) business days (“two day period”), it being agreed that either
party may address a written notice to the other to record the
commencement of the two day period. In the event that the parties do
not reach agreement by the conclusion of the two day period in regard
to the dispute, the negotiations shall be deemed to have been
concluded and the said dispute shall be submitted (by either of the
parties) to and decided by arbitration as contemplated in this
section 14. It is the intention that the arbitration shall, where possible, be
held and concluded in 21 (twenty one) business days after it has been
demanded. The parties shall use their best endeavours to procure the
expeditious completion of the arbitration.

The arbitration shall be subject to the arbitration legislation for the
time being in force in Spain. If the parties fail to agree on an arbitrator within 10 (ten) days
after the arbitration has been demanded, the arbitrator shall be
nominated, at the request of either of the parties, according to the Arbitration Procedures of the Barcelona Law Society (“Colegio de Abogados de Barcelona”).

Braxton                                             ________________________________, Depositor.

By:______________________________________ By:___.

Name:___________________________________ Name:..

Title:____________________________________ Title:.

Upon execution of the final Franchise Agreement, the Deposit is applied towards the total Franchise Fee.

IN WITNESS of which the parties have signed this Agreement the day, month and year first above written.

[Insert Company name]
[Insert name or person signing on Company’s behalf]
[Insert their position]

ONCE THE APPLICATION IS APPROVED, THE FRANCHISE FEE IS NONREFUNDABLE
(EVEN IF APPROVAL IS CONDITIONED ON APPLICANT PROVIDING ADDITIONAL
INFORMATION). Franchisor reserves the sole right to approve or disapprove the Application for
any reason it may determine. If the Application is approved, Depositor must provide any additional information
requested, meet any additional requirements and sign the franchise agreement within the time period Franchisor specifies.

Depositor authorizes credit bureaus, financial institutions, companies and individuals to disclose to
Franchisor, any and all information for the use of Franchisor and its affiliates for the purpose of conducting any
necessary credit and/or background investigations. Franchisor will comply with any applicable laws in conducting
such credit and/or background investigations.

Information concerning the system of the Franchisor (“System”), including, without
limitation, a Prospectus or Disclosure Document (if required under applicable law), has been made available to the
Depositor. The Depositor is familiar with the System and its requirements.

Franchisor does not enter into oral agreements or understandings with respect to Depositor or matters
pertaining to the granting of a Franchise, and as of the date set forth below there are no oral agreements or
understandings whatsoever between the Depositor and Franchisor with respect to any proposed Franchise.

Transfers of Interest. The Franchisor can transfer this Agreement.  This Agreement inures to the benefit of the Franchisor successors and assigns, and Franchisor may assign its rights to any person or entity that agrees in writing to assume all of Franchisor´s obligations. Upon transfer, Franchisor will have no further obligation under this agreement, except for any accrued liabilities.

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