Joint Venture Franchise Agreem

JOINT VENTURE FRANCHISE AGREEMENT
THIS AGREEMENT is entered into effective as of [date] between [Name of Master Licensee]
(“Master Licensee”) and [Name of Joint Venture partner] (“You”).
RECITALS
A. Master Licensee has been granted the right by Braxton Associates Franchises, a Massachusetts
corporation (“Franchisor”), to sublicense the Marks, the System, and the Confidential
Information (each as defined below) within the area designated in Attachment 1 to this
Agreement (the “Territory”).
B. Braxton Associates Limited has developed and owns the Marks, the System, and the Confidential
Information, all as defined below.
C. Braxton Associates Limited has granted Braxton Assets KFT (together with Braxton Associates Limited,
“Licensor”) the exclusive right to license and authorize the sublicensing of the Marks, the
System, and the Confidential Information.
D. Licensor has granted Franchisor the exclusive right to sublicense the Marks, the System,
and the Confidential Information within the U.S.A.
E. You wish to obtain the right to operate an Braxton Associates Joint Venture professional services and
mentoring business in the Territory.
The parties agree as follows:
DEFINITIONS
“Across-Area Marketing Programs” means Licensor’s and Franchisor’s Internet, television,
electronic, co-branding, alliance, affinity, and other marketing programs, policies and strategies.
“Business” means the Braxton Associates Braxton professional services and mentoring business that you are
authorized by this Agreement to conduct within the Territory .
“Braxton professional services” means a person providing Braxton professional services to Clients under a Franchise Agreement. An Joint Venture professional services operates under the supervision of a
Primary Braxton professional services in the same territory, with whom the Associate enters into a Support
Services Agreement.
“Client” means a business owner or other customer who agrees to purchase Braxton professional services
from the Business.
“Services Agreement” means an agreement under which a Primary Braxton professional services approved by
Master Licensee and located within the Territory provides support services to you, substantially in
the form of Services Agreement attached as Exhibit D to the Braxton professional services Franchise Offering
Circular. The exact support services that the Primary Braxton professional services will provide to you, and the
compensation you must pay to the Primary Braxton professional services, shall be as negotiated between you
and the Primary Braxton professional services.
“Braxton professional services” means the Braxton professional services and mentoring services, training modules,
business plan drafting assistance, and other services authorized by Franchisor from time to time for
delivery to Clients.
“Confidential Information” has the meaning defined in Section 14 of this Agreement.
“Gross Revenues” means the total receipts derived from services performed and products sold by
or in connection with the Business. Any property or services received from Clients in exchange for
Braxton professional services will be included in Gross Revenues at their fair market value at the time received.
Gross Revenues also include any proceeds you may receive from business interruption insurance.
Gross Revenues do not include sales taxes or other taxes that you collect from Clients and pay
directly to the appropriate governmental authorities.
“Manuals” means the operations manuals, policy statements, directives, and other written
instructions issued by Franchisor with respect to the System, including, without limitation, information
and materials posted in the Intranet areas of the Braxton Associates website. Part or all of the Manuals
may be issued in electronic form. Franchisor may amend the Manuals from time to time.
“Marks” means the marks listed in Attachment 1 and such other registered and unregistered trade
names, trademarks, service marks, logos, commercial symbols, Internet domain names, web site
identifiers, designs, color schemes, and trade dress as Franchisor may designate from time to time
for use with the System.
“Nominated Braxton Advisor” means the specific individual who is authorized by Master Licensee
and you to provide Braxton professional services to Clients on behalf of the Business. Only one person may be
the Nominated Braxton Advisor at any given time. You must personally serve as the Nominated
Braxton professional services for the first year of operation, unless Master Licensee agrees to shorten this period.
Thereafter, you may appoint another individual to serve as Nominated Braxton Advisor, as long as
that individual: (i) has been approved by Master Licensee and trained by Franchisor; (ii) has signed
a Nominated Braxton Advisor Agreement with you and the Master Licensee; and (iii) has direct
responsibility for all operations of the Business and has the authority to bind you in any dealings with
Master Licensee or Franchisor.
“System” means the business methods, specifications, procedures, and accumulated trial and error
developed by, and to be developed by, Licensor and/or Franchisor for the operation and
management of an Braxton Associates Braxton professional services and mentoring business.
“Term” has the meaning set forth in Section 2.1.
SECTION 1 – RIGHTS GRANTED
1.1 Master Licensee grants you the right, and you undertake the obligation, to:
A. Operate the Business upon the terms and conditions of this Agreement, on a
non-exclusive basis in the Territory; and
B. Use the Marks and the System in the operation of the Business.
1.2 This Agreement does not include: the right to sell products to any vendor who would in turn
sell to consumers; the right to sell any product except through the Business; or the right to
perform any Braxton professional services other than through the Business.
1.3 You may not grant a sub-franchise or otherwise sublicense any of your rights under this
Agreement.
SECTION 2 – TERM AND RENEWAL OPTIONS
2.1 The term of this Agreement commences on the date of its execution by Master Licensee.
Unless sooner terminated under Section 16, this Agreement will expire seven (7) years from
the date of its execution by Master Licensee (the “Term”).
2.2 You will have the option to renew the right to operate the Business for successive periods of
7 years each. Master Licensee may refuse to renew your right to operate the Business if
any of the following conditions have not been satisfied:
A. You must give Master Licensee written notice of your election to renew (Renewal
Notice) not more than nine (9) months, and not less than six (6) months, before the
current term expires. Master Licensee will respond to this notice with its approval or
disapproval within two (2) months thereafter.
B. You must be current in all payment obligations to Master Licensee and must remedy
any breach of this Agreement specified by Master Licensee by written notice.
C. You must not have received more than one (1) written notice of default from Master
Licensee in the 24 months preceding delivery of the Renewal Notice.
D. You must have operated the Business and used the System substantially in
accordance with this Agreement and the Manuals during the term then expiring.
E. You must execute a new Joint Venture professional services Franchise Agreement on the
then-current form designated by Franchisor; the terms of which may differ from this
Agreement. Your failure to execute the updated Joint Venture professional services
Franchise Agreement within 30 days after its delivery will be deemed an election not
to renew.
F. You must execute a general release of all claims that you may have against Master
Licensee, Franchisor, Licensor, and their respective officers, directors, shareholders,
agents, and employees. This release must be in a form satisfactory to Master
Licensee and Franchisor.
G. You must make such expenditures as may be reasonably required to upgrade the
Business and its signs, stock, forms and equipment so as to reflect the then-current
image of the Braxton Associates concept.
H. You must pay Master Licensee the Renewal Fee specified in Attachment 1.
SECTION 3 – INITIAL FEES
3.1 You will pay Master Licensee the Franchise Fee specified in Attachment 1 upon signing this
Agreement.
3.2 You will pay Master Licensee the Training Fee specified in Attachment 1 no later than
fourteen (14) days before you, or your Nominated Braxton Advisor, begin the Braxton Associates
induction training program.
3.3 You will pay to Franchisor the Technology Fee specified in Attachment 1 upon signing this
Agreement and at each renewal.
3.4 The Franchise Fee, Training Fee and Technology Fee are not refundable, in whole or in part,
under any circumstances.
SECTION 4 – ONGOING FEES AND ROYALTIES
4.1 On or before the 1st day of each calendar month, you must pay Master Licensee a Royalty
Fee as set forth on Attachment 1. No Royalty Fee is due for the month in which you
complete the Braxton Associates induction training program.
4.2 On or before the 5th day of each calendar month, you must pay Master Licensee a
Marketing and Advertising Fee as set forth on Attachment 1; provided, however, that no
Marketing and Advertising Fee is due with respect to Gross Revenues in the month in which
you or your Nominated Braxton Advisor, as applicable, complete the Braxton Associates
induction training program or in the following month. Each Marketing and Advertising Fee
payment must be accompanied by a statement of the preceding month’s Gross Revenues on
a form approved by Master Licensee.
4.3 Any amount due under this Agreement that is not paid on or before the due date will accrue
interest daily at the rate specified in Attachment 1. Each failure to pay Royalty Fees,
Marketing and Advertising Fees, or any other amount payable to Master Licensee when due
is a material breach of this Agreement.
4.4 You will establish a separate bank account for the Business and use the method(s) specified
from time to time by Master Licensee for the payment of Royalty Fees, Marketing and
Advertising Fees, and all other fees and amounts owed. You will furnish Master Licensee
and your bank with such authorizations as may be necessary to effect payment by the
method required by Master Licensee.
SECTION 5 – ADVERTISING AND MARKETING
5.1 You will advertise and promote the Business at your own expense and in accordance with
the Manuals. However, you may not publish or distribute any advertising or promotional
material unless it has been approved in writing by Master Licensee, which approval will not
be unreasonably withheld or unduly delayed. If Master Licensee objects to any advertising
or promotional material that you are using, you must immediately stop using it. Advertising
and promotional materials furnished by Master Licensee may be used only in the manner
and during the period specified by Master Licensee. Master Licensee has the right to charge
reasonable fees for any materials that Master Licensee provides.
5.2 You acknowledge that, unless otherwise specified by Franchisor, one hundred percent
(100%) of the Marketing and Advertising Fees will be sent by Master Licensee to Franchisor
for its use in local, regional or national marketing and advertising. Franchisor will direct all
marketing programs supported by Marketing and Advertising Fees, with final discretion over
creative concepts, materials, and media used in the programs and their placement.
Franchisor may use the fees for any activities that they believe would benefit Braxton Associates
businesses generally, including, but not limited to, national and international advertising,
promotion, creative development, production of advertising and promotion, marketing
research and development, public relations, Internet, and reasonable administrative
expenses related to these efforts.
5.3 You must use the Marks in all advertising and promotion of the Business. You must, at your
own cost, display signs at the Business location (unless you operate the Business from a
home office) and at Master Licensee, Franchisor and Licensor events in accordance with the
Manuals’ specifications.
5.4 You acknowledge that your web site, if any, constitutes advertising and promotion subject to
Section 5.1 above. You agree to comply with all policies and standards that Master Licensee
or Franchisor issues from time to time with respect to web sites specifically. You also
acknowledge that in the event you do want to create your own web site, you are required to
obtain Franchisor’s prior approval of the design, content and appearance of the website and
to use Franchisor’s approved supplier for design, development and web hosting to ensure
compliance with Franchisor’s requirements for branding and usage of the Marks. Master
Licensee or Franchisor may: (i) require that your web site be accessible only by link from
Master Licensee’s site, and (ii) prohibit links between your web site and any other web site.
You acknowledge that any copyright in your web site will be deemed to be owned by
Franchisor. You agree to execute any documents that Master Licensee requires to afMultiple Unit
Franchisor’s ownership of the copyright. You represent that you have, or will have, the
lawful right to use any proprietary materials of others that appear in your web site.
SECTION 6 – RECORDS AND AUDITS
6.1 You must maintain complete and accurate records concerning all financial, marketing and
operating aspects of the Business. You must keep these records at your Business location
(or another place approved in writing by Master Licensee). You must provide such reports
as may be required by Master Licensee or Franchisor. Your records must include Business
tax returns; daily and weekly marketing, sales and performance reports; statements of Gross
Revenues (to be prepared each month for the preceding month); profit and loss statements;
and balance sheets. If Master Licensee determines that your records or financial statements
are not of sufficient detail or reliability, Master Licensee has the right to require that you have
such records or statements reviewed or prepared by an independent Certified Public
Accountant. Master Licensee and Franchisor will keep your financial data confidential
except to the extent that Master Licensee or Franchisor decides, or is required, to make an
“earnings claim” under applicable franchise disclosure laws. Master Licensee or Franchisor
may also conduct an audit of your compliance with the System.
6.2 While this Agreement is in effect, and for three (3) years after its expiration or termination or
after any transfer approved under Section 19, Master Licensee and Franchisor have the right
to request, receive, inspect and audit any of the records referred to in Section 6.1. Master
Licensee and Franchisor agree to do inspections and audits at reasonable times. You agree
to keep all original records, reports, invoices, order forms, and calculations for at least six (6)
years from the date they were generated or for a longer period if required by applicable law.
Should any inspection or audit disclose a deficiency in the payment of any Royalty Fee,
Marketing and Advertising Fee or other amounts required to be paid under this Agreement,
you will immediately pay the deficiency to Master Licensee. In addition, if the deficiency for
any audit period equals or exceeds 5% of the correct amount due, you must also
immediately pay to Master Licensee the reasonable cost of the inspection or audit, including
travel, lodging, meals, salaries and other expenses of the inspecting or auditing personnel.
Should the audit disclose an overpayment of any Royalty Fee, Marketing and Advertising
Fees or other amounts due, Master Licensee or Franchisor will promptly pay the amount of
the overpayment to you, provided that the amount exceeds $50.00.
SECTION 7 – ASSISTANCE BY MASTER LICENSEE
7.1 Master Licensee will:
A. Arrange for you or your Nominated Braxton Advisor to attend Franchisor’s induction
training program.
B. Assist you with the preparation of an initial business plan.
Joint Venture professional services Franchise Agreement – 09/08 6
C. Provide you with an initial packet of marketing and promotional materials, and with
guidance on pre-opening and opening activities for the Business, prior to and
including its first two (2) weeks of operation. This may include guidance on
advertising and promotional programs.
D. Each week for the first 90 days after you or your Nominated Braxton Advisor
completes the Braxton Associates induction training program, provide access via
conference or personal calls for you to discuss any operational challenges, and
assist you in examining your results from your weekly reports. Thereafter, Master
Licensee will conduct or arrange for periodic conference calls with you to discuss
operational challenges and conduct ongoing training.
E. Arrange for you or your Nominated Braxton Advisor to attend an Braxton Associates
refresher training session approximately 90 days after the induction training session.
F. Arrange for you or your Nominated Braxton Advisor to attend Franchisor’s annual
conferences. There will be a conference fee, and you must pay all travel and living
expenses of your attendee(s). Master Licensee may also hold such conferences
within the Territory. Unless waived by Franchisor in writing, attendance by you or
your Nominated Braxton Advisor at Franchisor’s Regional North American and
Global Conferences is mandatory.
G. Provide to you, on loan during the term of this Agreement, one set of the Manuals
and any amendments thereto promulgated by Franchisor. The Manual for your
Nominated Braxton Advisor will be supplied to you once Master Licensee receives
an executed copy of the Nominated Braxton Advisor Agreement and the Training
Fee has been paid.
H. Inform you of any changes and improvements to the System that may be developed
by Franchisor or Licensor and authorized for use by Braxton Associates business
advisors in the U.S.A.
I. Provide assistance in conducting workshops and seminars for Clients and potential
clients, insofar as Master Licensee is available.
7.2 Master Licensee will offer you such additional guidance and assistance as Master Licensee
deems necessary or advisable. Failure of Master Licensee to provide any particular service,
either initial or continuing, will not excuse you from paying the Franchise Fee, Royalty Fees
or Marketing and Advertising Fees.
SECTION 8 – TERRITORY ISSUES
8.1 Your franchise is non-exclusive. There will be other Braxton Associates franchisees providing Advisory
Services in the Territory. In addition, Franchisor and Licensor may sell products in the
Territory via Across-Area Marketing Programs. Master Licensee will communicate to you
any policies that Franchisor or Licensor issues to coordinate Across-Area Marketing
Programs.
8.2 You may not advertise in any media whose primary circulation or footprint is outside of the
Territory, nor may you engage in direct marketing to customers or prospects outside of the
Territory. Franchisor and Master Licensee may establish terms and conditions under which
you may advertise on the Internet. Should you receive a request for services from a Client or
prospective client outside of the Territory, you must refer the request to Master Licensee. If
the Client’s or prospective client’s principal office is outside of the Territory and Franchisor
has not licensed any third party to operate in that Territory, Master Licensee will refer the
request for services back to you.
8.3 You may request Master Licensee’s approval to relocate your Business to the territory of
another Braxton Associates master licensee. If both master licensees approve your request,
Master Licensee will assign this Agreement to the master licensee for the new territory, and
upon the assignment, you must pay Master Licensee a relocation fee of $5,000 to
compensate Master Licensee for its lost future income from your franchise.
SECTION 9 – OFFICE LOCATION
9.1 You can locate your office anywhere in the Territory. The office must at all times be well
presented and of a professional nature. Your initial office location is specified in
Attachment 1. You must notify Master Licensee (in advance, if possible) if you intend to
change your office location, or if for any reason you are or will be unable to operate the
Business from your then-current office location (such as a taking by eminent domain,
termination of your lease, mortgage default, or damage or repair). The term of this
Agreement will not be extended by any such interruption, nor will you be excused from
paying Marketing and Advertising Fees or Royalty Fees during such interruption.
SECTION 10 – MANUALS
10.1 You acknowledge that the Manuals are furnished to you on loan and that they remain the
sole property of Licensor at all times. You agree to immediately return the Manuals to
Master Licensee if you cease to be a Braxton professional services for any reason.
10.2 Licensor or Franchisor may revise the Manuals at any time and from time to time. Master
Licensee will communicate any such changes to you. Such revisions may include changes
with respect to:
A. The authorized Braxton professional services;
B. Operating procedures;
C. Advertising and promotions;
D. Equipment and supplies;
E. Dress codes;
F. Additions or modifications of Marks;
G. Accounting and reporting systems and forms; and
H. Insurance requirements.
10.3 You agree to operate the Business in accordance with the Manuals, as modified from time to
time. Failure to comply with the standards set forth in the Manuals will constitute a material
breach of this Agreement.
SECTION 11 – YOUR DUTIES AND OBLIGATIONS
11.1 You agree to use your best efforts to increase the reputation of, and demand for, Advisory
Services in the Territory.
11.2 You agree to strictly comply with all present and future standards, specifications and
procedures prescribed by Licensor or Franchisor and communicated by Master Licensee or
set out in the Manuals, including but not limited to the following requirements:
A. As an “Joint Venture professional services” you must, at the same time that you sign this
Agreement, enter into a Services Agreement, and you must maintain such Advisory
Agreement in effect throughout the Term; provided, however, that after at least one
(1) year as an Joint Venture professional services, and provided that you are not in default
under your Services Agreement or this Agreement, you may request Master
Licensee to change this Agreement to a Consultant or Single Unit or a MULTIPLE UNIT Braxton professional services
Franchise Agreement. Master Licensee will make its decision based on its
subjective judgment of: (i) whether you no longer need the support of a Primary
Braxton professional services; (ii) whether you will have the capability to provide support to others
as a Consultant or Single Unit Braxton professional services; and (iii) whether you satisfy the business, personal,
and financial criteria that Master Licensee is then using to approve Consultant or Single Unit or MULTIPLE UNIT
Owners. If Master Licensee approves the change of status, you must sign a new
BRAXTON IA FRANCHISE AGREEMENT and pay the difference between the thencurrent
franchise fee for the Consultant or Single Unit or multiple unit and the franchise fee that you paid
to become an Joint Venture professional services. You must also pay your Primary Braxton
Associate any early termination fee specified in the Services Agreement.
B. You or your Nominated Braxton Advisor must (i) complete the Braxton Associates
induction training program, at a location designated by Franchisor, before the
Business opens; and (ii) attend an Braxton Associates refresher training session held
approximately 90 days after the induction training. Unless waived by Franchisor in
writing, attendance by you or your Nominated Braxton Advisor at Franchisor’s
Regional North American and Global Conferences is mandatory. You are
responsible for all salary, travel expenses, and other expenses of persons attending
programs, seminars, and conferences offered by Franchisor or Master Licensee.
C. You must identify all of your employees to Master Licensee, and must ensure that
they are suitably qualified to run the Business properly. You must keep Master
Licensee informed at all times regarding the names, background and experience of
all personnel.
D. You may offer only the Braxton professional services and related products approved by
Franchisor for sale by Braxton Associates franchisees in the U.S.A. If Franchisor authorizes any
additional Braxton professional services or products for sale by Braxton Associates business
advisors and designates such services or products as mandatory, you must begin
offering them at the time and in the manner required by Franchisor.
E. All personnel must be professional in dress and appearance, in a manner consistent
with the requirements of Franchisor and Master Licensee.
F. You must operate the Business only under the Marks and under no other trade name
or business name. However, you must make it clear to Clients, employees and the
general public that you are an independent party operating the Business under
license from Master Licensee. You may not use the Marks as any part of a corporate
or other legal name, but you may append “d/b/a Braxton Associates” after your corporate
or legal name.
G. You must attend all seminars, workshops and exhibitions hosted or arranged on
behalf of the Business and/or its Clients as reasonably required by Master Licensee.
At your cost, you must display signs at such events in accordance with the Manuals’
specifications.
H. You must pay all debts and taxes arising in connection with the Business when due,
including debts payable to Master Licensee.
I. You must comply with all laws applicable to the Business.
J. You must participate in Client satisfaction surveys, and participate in programs
derived from such surveys. You must also cooperate with, and participate in,
Across-Area Marketing Programs.
K. You must provide the supervision, support and instruction required under any
support agreement you enter into with your Nominated Braxton Advisor.
L. You must require your employees and/or Nominated Braxton Advisor to sign a
nondisclosure and noncompete agreement in a form acceptable to Master Licensee
and Franchisor.
M. Throughout the Term, you must be of good character and must not indulge in what
the Master Licensee reasonably considers to be unethical conduct or acts of moral
turpitude or do anything which might damage the goodwill attaching to the Marks and
other intellectual property associated with the System, or damage any other
Braxton Associates businesses within or outside the Territory, whether franchised or
operated by Franchisor (or its Affiliates).
11.3 You must submit to Master Licensee the reports and information specified in the Manuals
from time to time, and you must submit them in the form and manner prescribed by the
Manuals. The required reports include:
A. A report entitled “Action Plan,” which outlines the goals, strategies, and actions you
set for development of the Business. This report will be completed and delivered
from time to time within ten (10) business days of Master Licensee’s request.
B. A report entitled “Key Performance Indicators,” which summarizes the activities of the
Business for the month. This report must be completed and delivered to Master
Licensee no later than five (5) days following the end of each calendar month. If you
fail to deliver the required information in a timely manner, Master Licensee, in
addition to any other remedies available under this Agreement, may suspend or
terminate the services provided to you by Master Licensee under this Agreement.
C. Weekly marketing results and sales performance reports.
11.4 You acknowledge and agree that the submission of all required reports is a primary
responsibility of each Braxton professional services. You also agree to give Master Licensee and
Franchisor independent access to the information in your computer system relating to your
Braxton Associates Business.
11.5 You may appoint another individual to serve as the Nominated Braxton Advisor, as long as
that individual: (i) has been approved by Master Licensee and trained by Franchisor; (ii) has
signed a Nominated Braxton Advisor Agreement with you; and (iii) has direct responsibility
for all operations of the Business and has the authority to bind you in any dealings with
Master Licensee or Franchisor.
11.6 Master Licensee has the right to inspect your office upon reasonable prior notice, which will
not be less than 72 hours if your office is located in your home. Master Licensee has the
right, at any time, to discuss with your Clients and personnel any matters that may pertain to
the Business and to compliance with this Agreement.
11.7 Master Licensee may call ad hoc meetings of Braxton Associates franchisees, which will not number
more than four (4) per year. You will use your best endeavors to attend.
11.8 While this Agreement is in effect, and for three (3) years after its termination or expiration or
any transfer approved under Section 19, you agree to supply Master Licensee with your
home address, telephone number, and email address, as well as the home addresses,
telephone numbers, and email addresses of your directors, officers, and employees.
SECTION 12 – PURCHASE OF EQUIPMENT, INVENTORY AND SUPPLIES
12.1 Except for equipment and products that are proprietary to Licensor or Franchisor, you may
purchase your equipment, software, supplies, and other items from any reputable
manufacturer or supplier. To the extent that Franchisor publishes standards for nonproprietary
equipment, software, telephone lines, Internet service, supplies, stationery, or
other items used in the Business, you must use only items meeting the applicable standards.
If you receive notice from Master Licensee of a change in the applicable standards, you
agree to comply with the new or revised standards as soon as practicable.
SECTION 13 – INSURANCE AND INDEMNIFICATION
13.1 You must purchase before the Business opens, and at all times thereafter maintain in full
force and effect, all insurance policies of the types and with the minimum policy limits
prescribed by Master Licensee and/or Franchisor from time to time (but in no event less than
the coverage required under applicable law), including without limitation:
A. Professional indemnity insurance;
B. Comprehensive general liability insurance;
C. Workers’ compensation insurance;
D. Insurance required by the terms of any lease, mortgage or other loan for the
Business; and
E. Any additional insurance that Master Licensee or Franchisor may inform you is
required.
F. All liability policies must list Master Licensee and Franchisor as additional named
insureds. Your liability insurance will not be limited in any way by reason of any
insurance that may be maintained by Master Licensee or Franchisor.
13.2 All policies of insurance must be with responsible companies qualified to do business and in
good standing in the state where the Business is located. At Master Licensee’s or
Franchisor’s request, you must furnish certificates issued by each of your insurers indicating
that all premiums due have been paid, that all required insurance is in full force and effect,
and that the insurance will not be terminated or changed without at least 30 days’ prior
written notice from the insurer to Master Licensee. Within five (5) days of any request by
Master Licensee, you must deliver a copy of all insurance policies to Master Licensee for
examination.
13.3 If you fail to obtain or maintain adequate insurance, Master Licensee or Franchisor may, at
its sole discretion, obtain insurance for you in your name. Within five (5) days of written
request by Master Licensee or Franchisor, you must reimburse Master Licensee or
Franchisor for any costs incurred in obtaining insurance on your behalf.
13.4 You agree to indemnify Master Licensee, Franchisor and Licensor
and hold each of them harmless against all claims, expenses, and liabilities of any kind
arising from, or in connection with, the operation of the Business, except to the extent that
such liabilities arise from the gross negligence or willful acts of the party seeking
indemnification from you. This indemnity will remain in force after expiration or termination of
this Agreement or after any transfer approved under Section 19. This indemnity is not limited
by the amount of insurance that you carry.
13.5 All property used in the Business will be maintained at your sole risk, and if any property is
damaged in any way, Master Licensee will not compensate you except to the extent the
damage was caused by Master Licensee ‘s gross negligence or willful acts.
SECTION 14 – TRADEMARKS AND CONFIDENTIAL INFORMATION
14.1 You acknowledge Licensor’s exclusive ownership of and rights in the Marks and in the
System. All goodwill now or in the future associated with your use of the Marks will accrue
exclusively to the benefit of Licensor. You agree that you will not, during or after the term of
this Agreement:
A. contest or aid in contesting the validity or ownership of the Marks;
B. take any action in derogation of Licensor’s, Franchisor’s, or Master Licensee’s rights
with respect to the Marks, whether now existing or later obtained; or
C. register or attempt to register the Marks in your own name. You may, however,
register a “d/b/a” or a fictitious name certificate in connection with the operation of
the Business.
14.2 You agree to:
A. use the Marks only in connection with the Business;
B. use the Marks only in accordance with the Manuals;
C. reproduce the Marks exactly and accurately; and
D. change, discontinue, or substitute for any of the Marks, at your own expense, if
Master Licensee notifies you that Licensor or Franchisor has modified the Marks to
be used in the U.S.A.
14.3 You acknowledge that you will have access to the Manuals and other valuable trade secrets,
know how, methods, information, recruiting techniques, accounting procedures, control
procedures, and marketing techniques relating to the System (collectively, the “Confidential
Information”). The Confidential Information was developed by Licensor at significant cost, is
owned by Licensor, and is necessary to the operation of the Business. You further
acknowledge that such Confidential Information was unknown to you prior to negotiation for
and execution of this Agreement. You will take all steps necessary, at your own expense, to
protect such Confidential Information and will not divulge it either during the Term of this
Agreement or thereafter. Your employees may have access to the Confidential Information
only to the extent necessary to perform particular tasks, and only after first signing a
confidentiality agreement, in a form acceptable to Franchisor. You will be responsible for all
unauthorized disclosures of Confidential Information by any person to whom you give access
to the Confidential Information. Upon expiration or termination of this Agreement or any
transfer approved under Section 19, you will return or destroy all Confidential Information.
14.4 You must immediately inform Master Licensee of any suspected, known or threatened
infringement of or challenge to the Marks or unauthorized disclosure or use of Confidential
Information. You must assist and cooperate with Master Licensee, Franchisor and Licensor
in taking such action, if any, as they deem appropriate to protect the Confidential Information
and the Marks.
14.5 You agree that all data you collect from Clients and prospective clients in connection with the
Business is deemed to be jointly owned by Master Licensee and Franchisor. You are
licensed to use such data while this Agreement is in effect. Upon expiration or termination of
this Agreement or an approved transfer of the Business to a new owner, you must comply
with Section 17 and not use any Client or prospective client data for any purpose contrary to
Section 15.2.
SECTION 15 – RESTRICTIONS ON COMPETITION
15.1 During the term of this Agreement, you may not, either directly or indirectly through any other
person or entity, participate in, be employed by, act as an adviser to, provide financial
assistance to, or acquire any interest in any business that offers Braxton professional services and
mentoring services (“Competing Business”) to clients in the U.S.A.
15.2 The restriction in Section 15.1 will also apply for a continuous two-year period after the
expiration or termination of this Agreement or after a transfer approved under Section 19, but
only as to clients in the Territory and within 100 miles of the Territory. In addition, for two (2)
years after the expiration, termination, or approved transfer of this Agreement, you will not
solicit, for the benefit of any Competing Business, any person who was a Client of the
Business during the two (2) years immediately before expiration, termination, or transfer.
15.3 During the term of this Agreement and for a continuous two-year period after its expiration or
termination or after a transfer approved under Section 19, you may not employ or otherwise
interfere with the employment relationship of any person who is employed by Licensor,
Franchisor, or Master Licensee.
15.4 Master Licensee and Franchisor have the right unilaterally to reduce the scope of any
restriction in this Section 15 by written notice to you.
15.5 If a court or arbitrator determines that any restriction in this Section 15, strictly applied, would
be invalid or unenforceable, then the restriction will be deemed modified to the extent
necessary (but only to that extent) to make the restriction valid and enforceable. If a dispute
regarding the enforceability of Section 15.2 or 15.3 is resolved in favor of Master Licensee
and Franchisor, the two-year period (or the period deemed to be reasonable by the court or
arbitrator) will run from the date of the order permitting its enforcement.
15.6 You acknowledge that damages caused to Master Licensee, Franchisor, and Licensor for
failure to comply with Section 14 or Section 15 are irreparable. You agree that Master
Licensee, Franchisor, and Licensor may seek injunctive relief under Section 21.9(G), without
notice to you, in addition to any other relief that may be available to them for breach of
Section 14 or Section 15.
15.7 This Section and Section 14 apply to your Nominated Braxton Advisor, employees,
individuals holding an ownership interest in the Business, and any persons or legal entities
controlled by the foregoing individuals. At Master Licensee’s request, you must furnish
Master Licensee with executed agreements from such individuals, in forms acceptable to
Master Licensee, in which they agree to be bound by Sections 14 and 15.
SECTION 16 – DEFAULT AND TERMINATION
16.1 Termination by You.
If you are in compliance with this Agreement and Master Licensee materially breaches this
Agreement and fails to cure the breach within 60 days after you deliver a written notice of the breach
to Master Licensee, you may terminate this Agreement, effective 10 days after you deliver a notice
of termination to Master Licensee. You must comply with the provisions of Section 17.
16.2 Termination by Master Licensee – No Right to Cure.
In addition to its other rights of termination contained in this Agreement, Master Licensee will have
the right to terminate this Agreement by written notice, effective immediately, if you:
A. voluntarily abandon the franchise relationship;
B. are convicted of a criminal offense directly related to the Business, or convicted of
any felony;
C. fail to cure a default under this Agreement which materially impairs the goodwill
associated with the Marks within 24 hours after receiving written notice to cure;
D. fail to cure a material violation of any health, safety, sanitation or other regulatory
law, ordinance, standard, Consultant or Single Unit or regulation, or operate the Business in a manner
that presents a health or safety hazard to its employees, Clients, or the general
public;
E. make or permit an unauthorized transfer of this Agreement or of any direct or indirect
interest in the Business;
F. submit to Master Licensee two (2) or more sales reports, financial statements, or
other information or supporting records, in any period of 12 consecutive months,
which understate by more than five percent (5%) the Gross Revenues of the
Business;
G. make material misrepresentations in your application for the franchise or any other
material report or statement to Master Licensee;
H. fail to submit sales reports or financial statements when due on three (3) or more
occasions in any 12-month period;
I. fail to pay Royalty Fees, Marketing and Advertising Fees, or other amounts owed to
Master Licensee when due on three (3) or more occasions in any 12-month period;
J. fail on three (3) or more occasions in a 12-month period to pay creditors, employees,
or suppliers on a timely basis; or
K. fail on three or more occasions in a 36-month period to achieve an overall score of at
least 80% on Franchisor’s compliance audit or a score of at least 70% for any section
of the compliance audit.
16.3 Termination by Master Licensee – Failure to Cure.
Except as provided in Section 16.2, you will have 30 days from receipt of notice of default from
Master Licensee to cure any material breach of this Agreement or failure to comply with any material
specification, standard or operating procedure prescribed by Master Licensee or Franchisor. If you
fail to cure the breach within the 30-day period, Master Licensee will have the right to terminate this
Agreement by written notice without any further opportunity to cure.
SECTION 17 – OBLIGATIONS UPON EXPIRATION OR TERMINATION
17.1 Upon expiration or termination of this Agreement, you must:
A. Notify your Clients and prospective clients that you are no longer an authorized
Braxton Associates franchisee or Braxton professional services;
B. Promptly pay to Master Licensee all amounts owed based on business conducted
through the date of expiration or termination;
C. Immediately discontinue the use of all Marks, the Manuals, the Confidential
Information, and all materials of any kind that are identified with the System. You
must return all of these materials to Master Licensee and, at Master Licensee’s
request, assign your telephone numbers, fax numbers, email addresses, domain
names, related listings, and advertising to Master Licensee or Franchisor;
D. Surrender an unaltered database of all Clients and prospective clients, and remove
and return any electronic database system provided to you by Master Licensee or
Franchisor.
E. Immediately amend or terminate your registration of any d/b/a or fictitious name or
any other registration or filing containing the Marks, so as to delete the Marks and all
references to anything associated with the System. If you have not furnished
evidence of compliance with this obligation within 30 days, you grant Master
Licensee a limited power of lawyer to amend or terminate all registrations and
filings on your behalf, this appointment being coupled with an interest to enable
Master Licensee to protect the System.
F. Comply with the provisions of Section 15 (Restrictions on Competition).
17.2 The expiration or termination of this Agreement will not affect, modify or discharge any
claims, rights, causes of action or remedies that Master Licensee, Franchisor, or Licensor
may have against you.
17.3 You acknowledge that injuries caused by your failure to comply with this Section 17 are
irreparable. You agree that Master Licensee will be entitled to injunctive relief in addition to
any other relief that may be available for breach of this Section 17.
17.4 If Master Licensee terminates this Agreement based on your default, you must pay Master
Licensee liquidated damages, calculated as follows: (a) the average of your monthly Royalty
Fees and Marketing and Advertising Fees due for the last 12 months before termination (not
including the months before the Royalty Fee and Marketing and Advertising Fee obligations
begin under Sections 4.1 and 4.2); (b) multiplied by the lesser of 24 or the number of months
remaining in the then-current term under Section 2, (c) discounted to present value using the
then-current prime rate of interest quoted by Master Licensee’s principal commercial bank;
(d) minus the present value (determined using the same period as in (b) and the same
discount rate as in (c)) of the expenses of performance avoided by Master Licensee as a
result of termination of this Agreement.
SECTION 18 – THIRD PARTY RIGHTS OF FRANCHISOR AND LICENSOR
18.1 You acknowledge and agree that all of Master Licensee’s rights and all of your obligations
under this Agreement inure to the benefit of Franchisor and Licensor, and that they each
have a third-party beneficiary interest in this Agreement. You agree that Franchisor and
Licensor have the right to exercise any rights of Master Licensee and/or to enforce any of
your obligations if Master Licensee fails to do so.
18.2 Upon termination or expiration of the Master License Agreement for any reason, this
Agreement will remain in effect, and Master Licensee’s interest in this Agreement will be
deemed to be automatically assigned to and assumed by Franchisor. You agree to be
bound by the assignment upon receipt of notice from Franchisor of the effective date of the
assignment.
SECTION 19 – TRANSFER
19.1 By Master Licensee. Master Licensee may transfer its rights under this Agreement as it
sees fit without notice to you, subject to the terms of the Master License Agreement. This
Agreement will inure to the benefit of Master Licensee’s successors and assigns.
19.2 By You — General.
A. None of your rights or obligations under this Agreement, nor any direct or indirect
interest in the Business, may be transferred without Master Licensee’s prior written
consent, which will not be unreasonably withheld, and your full compliance in all
other respects with the terms of this Section 19. Any action contrary to this
Section 19 will be a material breach of this Agreement and will be void.
B. If this Agreement has been transferred to an entity under Section 19.4 below, any
proposed transfer of any ownership interest in the entity will be subject to all of the
provisions of this Section 19.
C. No transfer that requires Master Licensee’s consent may be completed until at least
60 days after Master Licensee receives written notice of the proposed transfer. You
agree to provide all information and documentation relating to the proposed transfer
that Master Licensee reasonably requests. Master Licensee may withhold its
consent on any reasonable grounds, including, but not limited to, failure to satisfy any
of the conditions imposed under Section 19.3.
D. Master Licensee has the right to communicate with and counsel both you and the
proposed transferee on any aspect of a proposed transfer.
E. All approved transferees will be bound by this Agreement and liable for all obligations
under it. No stockholder in any corporation or other entity to which you transfer this
Agreement will have any rights under this Agreement by reason of such ownership.
19.3 Conditions to Transfers.
No transfer will be approved by Master Licensee or be effective unless and until:
A. The proposed transferee has been approved by Master Licensee as meeting the
then-current qualifications for a Braxton professional services;
B. The proposed transferee has paid the then-current training fee and has satisfactorily
completed the Braxton Associates induction training program and is scheduled for the
refresher training session, except that part or all this requirement may be waived if
the transferee has completed the training program within the last five (5) years;
C. You have settled all outstanding accounts with Master Licensee, and there is no
other existing material default in the performance of your obligations under this
Agreement or any other agreement you may have with Master Licensee;
D. You have executed a general release of all claims against Master Licensee,
Franchisor, and Licensor, in a form acceptable to Master Licensee and Franchisor;
E. You have paid to Master Licensee a transfer fee in the amount designated in
Attachment 1 to this Agreement (“Transfer Fee”); and
F. The transferee has executed a new BRAXTON IA FRANCHISE AGREEMENT in the
form then being offered by Master Licensee to new Braxton Associates franchisees in the
Territory.
19.4 Transfer to a Corporation, LLC, etc.
If you are an individual (and not a business entity) and you desire to transfer this Agreement to a
corporation, limited liability company, partnership, trust, or other entity, you may do so only if:
A. The entity is newly formed and its authorized activities are limited to operating the
Business;
B. You are the majority owner and have sole power to direct and control the
management and affairs of the entity;
C. You remain jointly liable with the entity for all obligations of the Braxton professional services
under this Agreement. You acknowledge and agree that the assumption of your
obligations by the entity does not limit your personal obligations under this
Agreement, and that you and the entity will be jointly and severally liable.
D. You continue to devote your full time and best efforts to manage the operations of
the Business, unless you have a Nominated Braxton Advisor approved by Master
Licensee;
E. The entity signs an agreement with Master Licensee assuming, jointly and severally,
all of your obligations under this Agreement; and
F. The stock certificates, certificated units of partnership or certificated beneficial
interests of the corporation, partnership or trust bear the following legend:
“The (shares of capital stock) (partnership interest) (beneficial interest)
represented by this certificate are subject to the terms and conditions set
forth in that certain BRAXTON IA FRANCHISE AGREEMENT dated [date]
between the Company and [Name of Master Licensee], a copy of which is on
file in the Company’s principal office and a copy of which will be provided to
the holder of record hereof upon written request without charge.”
19.5 Death, Incapacity or Personal Bankruptcy.
A. If you (or any owner, if this Agreement has been transferred to an entity) dies,
becomes incapacitated, or enters bankruptcy proceedings, the executor,
administrator, personal representative, or trustee may apply to Master Licensee in
writing within 120 days after the event (death, declaration of incapacity, or filing of a
bankruptcy petition) for consent to transfer the affected interest in the Business. The
transfer will be subject to the provisions of Sections 19.2 and 19.3, except that no
Transfer Fee will be required. In addition, if the deceased or incapacitated person is
the Nominated Braxton Advisor, Master Licensee will have the right (but not the
obligation) to take over operation of the Business until the transfer is completed and
to charge a reasonable management fee for such services. For purposes of this
Section, “incapacity” means any physical or mental infirmity that will prevent the
person from performing his or her obligations under this Agreement (i) for a period of
30 or more consecutive days; or (ii) for 60 or more total days during a calendar year.
In the case of transfer by bequest or by intestate succession, if the heirs or
beneficiaries are unable to meet the conditions of Sections 19.3, the executor may
transfer the decedent’s interest to another successor that Master Licensee has
approved, subject to all of the terms and conditions for transfers contained in this
Agreement.
B. If you die (or any owner dies, if this Agreement has been transferred to an entity), the
executor may terminate this Agreement without paying a termination fee by signing a
termination agreement and release satisfactory to Master Licensee and Franchisor.
Upon executing and submitting the appropriate termination documents, the estate
and its representatives will have no further obligation under this Agreement except
for any matters that exist as of the date of such termination.
SECTION 20 – OPTION TO PURCHASE
20.1 Master Licensee will have the option, but no obligation, to purchase all of the assets of the
Business upon receipt of notice from you under Section 19.2 of your intention to sell the
Business to an independent third party pursuant to a bona fide written offer to purchase. The
purchase price for assets will be the price specified in the written bona fide purchase offer
from the third party. If Master Licensee cannot reasonably be required to furnish the same
consideration as the third party, then Master Licensee may purchase the interest for the
reasonable equivalent in cash. If you and Master Licensee cannot agree on the reasonable
equivalent in cash within a reasonable time, each party will designate an independent
appraiser, and the average of the two (2) appraised values will be binding. Master Licensee
will have the right to set off all amounts due from you under this Agreement, as well as the
cost of any appraisals, against the purchase price.
20.2 Master Licensee will notify you of its intention to exercise the option to purchase (a “Notice of
Intent”) within 30 days following receipt of notice from you under Section 19.2. You will have
14 days following receipt of Master Licensee’s Notice of Intent to object to any of its terms. If
Master Licensee declines to exercise its rights under Section 20.1 within 30 days, you may
thereafter sell the Business to the third party identified in the disclosed purchase offer, but
not at a lower price or on more favorable terms than you previously disclosed to Master
Licensee. Any such sale will be subject to the terms set forth in Section 19.
20.3 The purchase and sale contemplated in this Section will be consummated as soon as
practicable. Following the delivery of a Notice of Intent as specified in Section 20.2, Master
Licensee, or its designee, will have the right to operate the Business pending the closing of
the sale.
SECTION 21 – GENERAL PROVISIONS
21.1 Relationship of Parties.
You do not have any authority to act on behalf of, or as an agent of, Master Licensee, Franchisor, or
Licensor for any purpose, nor may you hold yourself out as having such authority. No fiduciary,
agency, employment, or partnership relationship exists between you and Master Licensee. You are
an independent contractor responsible for all obligations and liabilities of the Business, including any
claims or demands based on damage or destruction of property or on injury, illness or death of any
person arising directly or indirectly from or in connection with the operation of the Business.
21.2 No Conflict with Other Agreements.
You represent that you are not a party to or subject to any agreement that might conflict with the
terms of this Agreement.
21.3 Prevailing Party Reimbursement.
In any legal action or arbitration involving you and Master Licensee and/or Franchisor, the prevailing
party will be entitled to recover its investigation costs, collection costs, reasonable lawyers’ fees,
court costs, and all litigation or arbitration expenses, including arbitrators’ fees.
21.4 No Waiver.
No failure or delay on the part of Master Licensee or Franchisor in connection with the enforcement
or exercise of any rights under this Agreement will affect Master Licensee’s or Franchisor’s right to
strictly enforce this Agreement at any time. No custom or Consultant or Single Unit regarding this Agreement will
preclude the strict enforcement of this Agreement. No waiver by Master Licensee of performance of
any provision of this Agreement will constitute a waiver of Master Licensee’s or Franchisor’s rights to
enforce that provision at any future time.
21.5 Entire Agreement; Amendments.
This Agreement constitutes the entire agreement between you and Master Licensee and supersedes
all prior agreements, negotiations, correspondence, and representations, whether oral or written,
concerning the same subject matter; provided however, that nothing in the foregoing clause is
intended to disclaim any representations made by Master Licensee in the Franchise Disclosure
Document provided to you in connection with your entry into this Agreement. Except as expressly
provided herein, this Agreement may be modified only by a written document signed by you and an
authorized representative of Master Licensee.
21.6 Survival.
All provisions of this Agreement that by their terms or by reasonable implication are intended to
survive the termination or expiration of this Agreement or a transfer approved under Section 19,
including your obligations of non-competition, confidentiality, return of proprietary items, and
indemnity, will remain in effect after the expiration or termination of this Agreement or a transfer
approved under Section 19.
21.7 Severability.
If any term or provision of this Agreement or the application thereof to any person, property or
circumstance is determined by a court or arbitrator to be invalid or unenforceable, the remainder of
this Agreement will be unaffected and will remain in full force and effect. Should this prove
impractical, Master Licensee will have the option of terminating this Agreement upon written notice
to you.
21.8 Governing Law.
This Agreement will be interpreted in accordance with and governed by the laws of the state in which
Franchisor’s principal office is located at the time of the dispute, except as otherwise required by the
laws of the state in which the Business is located.
21.9 Mediation and Arbitration.
A. This dispute resolution clause applies to claims by and against all parties and their
affiliates, successors, owners, managers, officers, directors, employees, agents, and
representatives, as to claims arising out of or relating to this Agreement, or of
violation of any applicable law or regulation, except as stated below. This dispute
resolution clause will survive expiration, termination or a transfer approved under
Section 19.
B. The parties will first attempt to resolve any dispute relating to or arising out of this
Agreement by negotiation. Any dispute subject to negotiation, and not resolved
within 10 days, will be submitted to nonbinding mediation. Mediation will be before a
single skilled independent mediator mutually and reasonably agreed on by the
parties. The parties will equally bear the costs of mediation. Mediation will be
conducted in accordance with the procedures of the American Arbitration
Association, unless the parties agree to use a different mediation service. The
mediation will be conducted in Boston, Massachusetts if Franchisor is a party to or joined
in the mediation.
C. Any dispute relating to or arising out of this Agreement, and subject to negotiation
and mediation, and not resolved within 60 days, must be resolved exclusively by
mandatory arbitration in accordance with the rules of the American Arbitration
Association. Arbitration will be conducted solely on an individual, not a class-wide,
basis, unless all parties so agree. No award in arbitration will have any effect of
preclusion or collateral estoppel in any other adjudication or arbitration. If Franchisor
is a party to or joined in the arbitration, the exclusive venue of the arbitration will be
set in the city or county in which Franchisor’s principal office is located at the time the
demand for arbitration is filed. If Franchisor is not a party to or joined in the
arbitration, the exclusive venue of the arbitration will be set in the city or county in
which Master Licensee’s principal office is located at the time the demand for
arbitration is filed.
D. Notwithstanding Section 21.8, all issues relating to arbitrability or the enforcement of
this Section 21.9 are governed by the U.S. Federal Arbitration Act (9 U.S.C. § 1 et
seq.) and the U.S. federal common law of arbitration. Judgment on an arbitration
award, or on any award for interim relief, may be entered in any court having
jurisdiction, and will be binding.
E. Each party to any arbitration or litigation under this Agreement waives, to the fullest
extent permitted by law, any right to or claim for any punitive or exemplary damages
against any other party, except as allowed under law for trademark, trade secret, and
copyright infringement.
F. Except as otherwise expressly provided in this Agreement, no right or remedy
conferred upon or reserved to any party by this Agreement is intended to be, or will
be deemed, exclusive of any other right or remedy provided herein or by law or
equity, but each will be cumulative of every other right or remedy.
G. Nothing in this Section 21.9 bars any person’s right to seek preliminary, provisional,
or declaratory relief in a court of competent jurisdiction.
21.10 Notices.
All notices pursuant to this Agreement must be in writing and be delivered in person or mailed by
certified or other receipted mail, or by Federal Express or other receipted commercial delivery
service, or by facsimile or electronic mail. The addresses for notice will be those set forth in
Attachment 1. You or Master Licensee, with notice to the other party, may change the address to
which notices will be sent.
21.11 Successors.
This Agreement will inure to the benefit of and be binding on you and Master Licensee, and your and
Master Licensee’s respective successors, assigns, heirs, executors, administrators, and personal
representatives.
21.12 Costs to alter contracts.
If you request, and Master Licensee approves, any amendment to this Agreement after the date of
this Agreement, you agree to reimburse Master Licensee (and Franchisor, if applicable) for the
reasonable costs (including lawyers’ fees) incurred by Master Licensee and/or Franchisor in
connection with such amendment.
21.13 Acknowledgments.
YOU ACKNOWLEDGE THAT YOU HAVE CONDUCTED AN INDEPENDENT INVESTIGATION OF
THE JOINT VENTURE PROFESSIONAL SERVICES FRANCHISE, AND THAT THE BUSINESS VENTURE
CONTEMPLATED BY THIS AGREEMENT INVOLVES BUSINESS RISK AND WILL BE LARGELY
DEPENDENT UPON YOUR ABILITY AS AN INDEPENDENT BUSINESSPERSON. MASTER
LICENSEE EXPRESSLY DISCLAIMS THE MAKING OF, AND YOU ACKNOWLEDGE THAT YOU
HAVE NOT RECEIVED, ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, AS TO
THE POTENTIAL SALES, PROFITS, OR SUCCESS OF THE BUSINESS VENTURE
CONTEMPLATED BY THIS AGREEMENT.
YOU ACKNOWLEDGE THAT YOU RECEIVED A COPY OF THE JOINT VENTURE PARTNER
FRANCHISE AGREEMENT WITH ATTACHMENTS AT LEAST FIVE (5) BUSINESS
DAYS BEFORE THE DATE ON WHICH YOU SIGNED THIS AGREEMENT. YOU FURTHER
ACKNOWLEDGE THAT YOU RECEIVED A UNIFORM FRANCHISE OFFERING CIRCULAR AT
LEAST 10 BUSINESS DAYS BEFORE THE DATE ON WHICH YOU SIGNED THIS AGREEMENT
OR PAID ANY CONSIDERATION.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND
THAT MASTER LICENSEE HAS GIVEN YOU AMPLE TIME AND OPPORTUNITY, AND HAS
ENCOURAGED YOU, TO CONSULT WITH ADVISORS OF YOUR OWN CHOOSING ABOUT THE
POTENTIAL BENEFITS AND RISKS OF ENTERING INTO THIS AGREEMENT.
Joint Venture professional services Franchise Agreement – 09/08 21
THE PARTIES have caused this Agreement to be duly executed as evidenced by their signatures
appearing below.
APPROVED AND EXECUTED ON [DATE].
FRANCHISEE
By:
By:
Title:
Title:
Ownership %: Ownership %:
All persons with an ownership interest in the Business must sign this Agreement and specify his or
her ownership interest percentage. All owners must execute the Personal Guaranty attached to this
Agreement.
MASTER LICENSEE
By:
Title:
ATTACHMENT 1
TO
JOINT VENTURE PROFESSIONAL SERVICES FRANCHISE AGREEMENT
1. Master Licensee’s Territory: [Describe Territory]
2. Franchise Fee: $35,000.00
3. Royalty Fee: $1,800/mo
The Royalty Fee is due on the 1st day of each
calendar month, except that no Royalty Fee is
due for the month in which you complete the
induction training program.
4. Marketing and Advertising Fee: 5% of preceding month’s Gross Revenues.
The Marketing and Advertising Fee is due on
the 5th day of each calendar month, except
that no Marketing and Advertising Fee is due
with respect to Gross Revenues in the month
in which you complete the induction training
program or the following month.
5. Training Fee: $25,000
6. Renewal Fee: $2,500
7. Transfer Fee: $2,500
8. Relocation Fee: $5,000
9. Termination Fee: $10,000
10. Technology Fee $1,250 upon signing and at each renewal
11. Interest Rate: One and one half percent (1½%) per month
(or the maximum rate permitted by law, if less
than 1½%)
12. Nominated Braxton Advisor: [Nominated Braxton Advisor]
13. Employees: [Employees]
14. Addresses:
(a) Master Licensee: [Address]
(b) Braxton professional services: [Address]
15. Office Location: [Address]
16. Trade Names and Marks:
(a) Braxton Associates
(b)
ATTACHMENT 2
TO
JOINT VENTURE PROFESSIONAL SERVICES FRANCHISE AGREEMENT
PERSONAL GUARANTY
We, the undersigned, in order to induce Master Licensee to enter into an Joint Venture professional services
Franchise Agreement (the “Agreement”) with [Name of Joint venture partner] (“Braxton professional services”),
guarantee performance of Braxton professional services’s obligations under the Agreement, including, without
limitation, payment of all monetary obligations of Braxton professional services to Master Licensee. In addition,
we agree to be personally bound by the confidentiality, non-competition, transfer, and dispute
resolution provisions of the Agreement. We acknowledge that our obligations under this Personal
Guaranty are joint, several, personal and irrevocable.
GUARANTORS:
Witness PRINTED
SIGNED
Date:
Witness PRINTED
SIGNED
Date:
Witness PRINTED
SIGNED
Date:

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