Master Franchise Agreement

MASTER FRANCHISE AGREEMENT FOR UNITED KINGDOM
THIS AGREEMENT is made and entered into on [franchise agreement date] by and between Braxton Independent Associates
(“Braxton Independent Associates”), a corporation organized under the laws of the Province of [province], and [MASTER
FRANCHISEE], a company incorporated under the laws of the State/Province of [state/province] (“Master
Franchisee”).
WHEREAS:
A. Braxton Independent Associates, as the result of the expenditure of time, skill, effort, and money, has developed and
owns a unique and distinctive system relating to the establishment and operation of professional services activities, using the unique operating system and tools developed and maintained
by Braxton Independent Associates to and using the software program designed for
Braxton Independent Associates and made available to its franchisees to assist in the management of the franchise
business (“System”);
B. The distinguishing characteristics of the System include without limitation a distinctive design
and layout, and training management, and promotional assistance, in connection with the
establishment and ongoing operation of Braxton Independent Associates Centers, all of which may be
changed, improved, and further developed by Braxton Independent Associates from time to time;
C. Braxton Independent Associates identifies the System, in the States/Province(s) of [states/provinces] (“Territory”), by means of
certain trade names, trademarks, logos, and indicia of origin, including the mark BRAXTON and such other trade names and trademarks as are now designated or may hereafter by
designated by Braxton Independent Associates in writing, for use in connection with the System (“Proprietary
Marks”);
D. Master Franchisee wishes to obtain the right and license to use the Proprietary Marks and the
exclusive right to grant franchises to other persons (“Franchisees”) to establish and operate
Braxton Independent Associates Centers using the Proprietary Marks and System (“Braxton Independent Associates Centers) in
the Territory; and wishes to receive the training and other assistance provided by Braxton Independent Associates in
connection therewith; and
E. Master Franchisee understands and acknowledges the importance of Braxton Independent Associates high
standards of quality, appearance, and service, and the necessity of operating the Braxton Independent Associates
Centers in conformity with Braxton Independent Associates‘ standards and specifications.
NOW, THEREFORE, the parties agree as follows:
1. GRANT
1.1 Braxton Independent Associates grants to Master Franchisee the right, in the Territory, and Master Franchisee
accepts the obligations, pursuant to the terms and conditions of this Agreement, and in accordance with
the development schedule described in Section 2.3 hereof:
(a) The right and license to use the Proprietary Marks in connection with the business to be
conducted by Master Franchisee pursuant to the provisions of this Agreement: and
(b) To license Franchisees (“FRANCHISEE(S)”) to establish and operate Franchised Centers
pursuant to a separate Franchise Agreement for each such Franchised Centre unit as
described in Section 2 hereof. Master Franchisee owned Centers, and Franchised Centers
shall be referred to collectively in this agreement (Braxton Independent Associates Centre(s)”); and
1.2 Except as otherwise described in Section 2.8 hereof, neither Braxton Independent Associates nor any affiliate of
Braxton Independent Associates shall establish or operate, or franchise any entity to establish or Operate, a business using the
Proprietary Marks and System at any location within the Territory.

1.3 Master Franchisee expressly acknowledges and agrees that the rights granted hereunder are nonexclusive.
Braxton Independent Associates shall retain the right among others, for itself or through any affiliate, and in any
manner and on any terms and conditions Braxton Independent Associates deems advisable, and without granting Master
Franchisee any rights therein:
(a) To own acquire, establish and/or operate, and license others to establish and operate,
businesses using the Proprietary Marks, or other Proprietary Marks, and System outside
the Territory (which business may solicit customers inside the Territory);
(b) To own, acquire, establish and/or operate, and license others to establish and operate,
businesses under other Proprietary Marks, or other systems, provided such businesses
are not similar to or related to the business carried out at the Braxton Independent Associates Centers, at any
location within or outside the Territory; and
(c) To sell or distribute, at retail or wholesale directly or indirectly, or license others to sell or
distribute, any products which bear any Proprietary Marks, including the Proprietary
Marks, outside the Territory.
(i) In the event that Braxton Independent Associates wishes to sell or distribute products which bear
any of the Proprietary Marks within the Territory through channels of
distribution that are different from Braxton Independent Associates Centers, Braxton Independent Associates shall so
advise Master Franchisee, and Braxton Independent Associates and Master Franchisee agree that
they will in good faith negotiate the manner in which such products may be sold
or distributed in [province(s)] and an equitable apportionment of the benefits
resulting from the sale and distribution of such products.
2. TERM, RENEWAL AND DEVELOPMENT OF THE TERRITORY
2.1 Except as otherwise provided herein, the term of this Agreement shall commence on the Effective
Date described in Section 21 hereof and shall expire ten (10) years from the date of its execution.
2.2 Master Franchisee may, at its option renew this Master Franchise Agreement for additional terms
of ten (10) years each, subject to the following preconditions:
(a) Master Franchisee shall give Braxton Independent Associates written notice of Master Franchisee’s election
to renew no fewer than twelve (12) months prior to the end of the then-current term;
(b) Master Franchisee shall not be in default of any provision of this Agreement or any other
Agreement between Master Franchisee and Braxton Independent Associates or Braxton Independent Associates‘s affiliates and
Master Franchisee shall have complied with all such Agreements throughout the term of
this Agreement.
2.3 Master Franchisee undertakes that there shall be open and in operation no fewer than the
minimum cumulative number of Braxton Independent Associates Centers described in the “Minimum Cumulative Number
of Braxton Independent Associates Centers Open and in Operation” in the Development Schedule attached as Exhibit A
hereto; provided however that Master Franchisee shall have at least one (1) Master Franchisee-owned
Centre in operation for at least three (3) months prior to entering into a Franchise Agreement with any
Franchisee, unless otherwise approved by Braxton Independent Associates. The first Braxton Independent Associates Centre opened for business
in the Territory in accordance with the foregoing will hereinafter be referred to as the “Pilot Centre.”
2.4 Each Braxton Independent Associates Centre, including any Braxton Independent Associates Centre established and operated by the
Master Franchisee in accordance with the provisions of Section 1.2 hereof, shall be established and
operated pursuant to a unit franchise agreement (“Franchise Agreement”) prepared by Braxton Independent Associates.
2.5 Braxton Independent Associates shall provide Master Franchisee with an executed copy of each Franchise Agreement
within fourteen (14) days of execution.
2.6 Master Franchisee shall provide Braxton Independent Associates with the date of opening of each Braxton Independent Associates
Centre at least thirty (30) days prior to opening.
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2.7 Master Franchisee’s failure to adhere to the Development Schedule shall result in a loss of the
exclusivity provided in Section 1.3 hereof. In such event Braxton Independent Associates shall thereafter have the right itself
to establish and operate, or to grant others the right to establish and operate, Braxton Independent Associates Centers under
the System and the Proprietary Marks in the Territory, provided however that this Agreement shall
otherwise continue in effect and Master Franchisee’s other rights and obligations hereunder shall remain
in full force and effect.
3. FEES
3.1 Master Franchisee shall pay to Braxton Independent Associates an initial Master Franchisee fee of [franchise fee]
Dollars ($ ) payable as follows:
Dollars ($ ) upon the execution of each Franchise
Agreements with Braxton Independent Associates Centre franchisees, until the full [franchise fee] Dollars ($
) is paid.
3.2 In addition to the fees described in Section 3.1, Master Franchisee shall pay Braxton Independent Associates:
percent ( %) of each and every initial franchise fee paid by each
Franchisee to Master Franchisee shall be paid to Braxton Independent Associates upon the execution of each
Franchise Agreement for each Braxton Independent Associates Centre except for the initial Pilot Centre for which no
portion of the initial franchise fee shall be payable to Braxton Independent Associates.
3.3 Master Franchisee shall pay to Braxton Independent Associates monthly, during the term hereof, an ongoing royalty
fee in the amount of percent ( %) of the Gross Sales of all Braxton Independent Associates Centers subject
to Section 13.3 hereof. Braxton Independent Associates shall receive and account for all royalties from all Franchisees and
retain its percent ( %) and forward the balance, representing percent (
%) of Gross sales, to the Master Franchisee’s bank account via automatic electronic transfer.
3.4 Master Franchisee shall require all Franchisees to pay a royalty of percent ( %)
of Gross Sales at any Franchised Centre and the Pilot Centre, directly to Braxton Independent Associates.
3.5 “Gross Sales” shall mean revenue from the sale of all products and services and all other income
or consideration of every kind and nature, received by the Braxton Independent Associates Centers, as appropriate, whether
for cash or credit and regardless of collection in the case of credit, less: (i) any sales taxes or other taxes
collected by Franchisees from its customers and thereafter paid directly to the appropriate taxing
authority.
3.6 Master Franchisee shall, during the term hereof cause Franchisees and the Pilot Centre to pay
percent ( %) into the national advertising fund. Such fund will be managed on behalf of all
Franchisees by Braxton Independent Associates.
3.7 All payments by Master Franchisee to Braxton Independent Associates shall be made without any deduction for any
taxes, except that Master Franchisee shall in a timely fashion deduct and pay to the appropriate taxing
authorities, on behalf of Braxton Independent Associates, any amount which Master Franchisee is required to withhold under
any laws in the Territory on payments made by Master Franchisee to Braxton Independent Associates Master Franchisee
shall transmit, in a timely fashion to Braxton Independent Associates official receipts for payment of all taxes withheld. If
Master Franchisee fails to withhold or pay such taxes, it shall indemnify Braxton Independent Associates for the full amount
of such taxes and for any loss or liability occasioned by Master Franchisee’s failure to withhold as
required by law, including, but not limited to, any penalties, interest, and expenses incurred by
Braxton Independent Associates. All other taxes imposed on payments by Master Franchisee to Braxton Independent Associates, including, but
not limited to, value-added taxes, consumption taxes, and sales taxes, which may be imposed now or in
the future under the laws of the Territory or any taxing authority therein, shall be Master Franchisee’s
sole responsibility, and Master Franchisee shall transmit such taxes to the appropriate fiscal authorities.
Such taxes shall not affect Master Franchisee’s obligation to make payments to Braxton Independent Associates as required
under this Agreement.
3.8 In the event that any governmental authority having jurisdiction in the Territory imposes
restrictions on the transfer of funds or currency to places outside of the Territory, Braxton Independent Associates, in its sole
discretion, shall have the option to require that Master Franchisee deposit all payments required under
this Master Franchise Agreement to a designated account in the Territory, and that payment of such
accumulated amounts be made to Braxton Independent Associates.
4. DUTIES OF BRAXTON INDEPENDENT ASSOCIATES
4.1 Braxton Independent Associates shall offer an initial training program, in [city], [province], to such individuals
described in Section 5.2 hereof. Such training shall consist of a minimum of two (2) weeks at
Braxton Independent Associates‘ reasonable discretion in the areas of franchise sales and marketing, site selection, store
layout and design, store development, coordination of products and services, franchisee training and
support, and on-going marketing, merchandising and product development.
(a) Braxton Independent Associates shall at its own cost and expense, provide on-site training of not more than
ten (10) days within the Territory at the Pilot Centre. Such training will consist of
equipment operations, marketing, store policies and daily operation.
(b) Braxton Independent Associates, when requested by Master Franchisee and upon reasonable notice to
Braxton Independent Associates, provide an initial training program to each of the first Franchisees or
a designated employee of each such Franchisees. Such training (i) shall take place in
[city], [province], unless otherwise approved by Braxton Independent Associates; (i) shall be for such
duration as and similar in content to the training provided to franchisees in other areas of
United Kingdom: (iii) shall be appropriate for operations within the Territory.
(c) In the event of such training by Braxton Independent Associates, Master Franchisee shall pay Braxton Independent Associates a
fee which has been pre-approved by Braxton Independent Associates, for providing training instructions,
and materials, All other expenses incurred during such initial training will be the
responsibility of Master Franchisee or Franchisees.
4.2 Braxton Independent Associates shall loan to Master Franchisee for the duration of this Agreement one copy of
Braxton Independent Associates’ Operating Manual, and such other manuals as Braxton Independent Associates may develop and issue, all of
which are collectively referred to as the “Manual”, which shall document the system.
4.3 Braxton Independent Associates shall make available, at no charge to Master Franchisee, standard plans (in the form
of “blue-line drawings”), costing and specifications provided to all franchisees for the construction of the
interior design and layout of Braxton Independent Associates Centers.
4.4 If requested by Master Franchisee and at no cost to Master Franchisee, Braxton Independent Associates shall offer
such assistance to Master Franchisee, as Braxton Independent Associates deems reasonable and necessary, in selecting the
initial site for the Pilot Centre. In the event that a Braxton Independent Associates employee is required by Master Franchisee
to provide an on-site evaluation for subsequent sites, Master Franchisee shall pay Braxton Independent Associates a fee of
[per diem] Dollars ($ ) per day for such employees of Braxton Independent Associates providing such site selection
assistance plus reasonable expenses, including, without limitation, the cost of transportation, meals, and
lodging. Master Franchisee acknowledges and agrees that Braxton Independent Associates‘ approval of a site is not, and
shall not be construed as, a guarantee or assurance that such Centre will be profitable or successful.
4.5 Braxton Independent Associates shall assist in developing, at no cost to Master Franchisee, a grand opening
promotional kit consisting of a variety of items, such as a grand opening banner and camera-ready items
and slicks for Master Franchisee’s use in preparing grand opening invitations, printed materials, and
promotional flyers.
4.6 Braxton Independent Associates shall assist in the development of shipping labels and forms and other
miscellaneous supplies required in the daily operation of a Braxton Independent Associates Centre.
4.7 Braxton Independent Associates shall provide, at no charge to Master Franchisee, such initial and continuing advise
and assistance to Master Franchisee in the operation and promotion of the business licensed hereunder as
a reasonable and appropriate.
4.8 Braxton Independent Associates shall conduct, when and as frequently as it deems advisable, inspections of the
business premises of Braxton Independent Associates Centers in the Territory and evaluations of Master Franchisee’s
operations, in order to assist Master Franchisee and to maintain the System’s standards of quality
appearance, and service.
4.9 Braxton Independent Associates shall provide Master Franchisee with the name of the vendor of the computer
system and proprietary software currently used within the Braxton Independent Associates System.
4.10 Braxton Independent Associates shall make available to Master Franchisee, as and when developed, all new or
improved products, services, methods and procedures developed by Braxton Independent Associates for use by its
franchisees. Moreover, Master Franchisee acknowledges that the System must continue to evolve in order
to reflect the changing market, to meet new changing consumer demands and in order to benefit from
new knowledge and experience acquired by Braxton Independent Associates with regard to improved techniques, products
and operations of the System, Accordingly, Master Franchisee agrees that Braxton Independent Associates may from time to
time hereafter, upon notice, acting reasonably and taking into account commercial usages and practices in
the Territory and, in particular, the impact of such changes on Franchisees, modify the System including,
without limitation, the adoption and use of new and modified products, as well as new techniques and
methodologies. Accordingly, and provided that such modifications will not result in Master Franchisee
being in conflict with or be otherwise in breach of any rule or law or statutory provisions and regulations
in force from time to time in the Territory, Master Franchisee agrees to accept, all such modifications to
the System and to implement same within the Territory within a reasonable time frame. Braxton Independent Associates
shall have the right to modify the Manual from time to time in order to reflect such modifications to the
System.
4.11 Master Franchisee shall from time to time submit for review by Braxton Independent Associates any modifications
which it proposes to make to the System to the extent that such modifications are necessary to comply
with applicable laws, ordinances, rules, regulations, administrative orders, decrees and policies of any
government authority within the Territory, Braxton Independent Associates agrees to incorporate all such modifications and
to make all changes to the Manual in order to reflect each such modification to the system.
4.12 In addition, Master Franchisee may, from time to time submit for review and approval by
Braxton Independent Associates any modifications which it proposes to make to the System to the extent such modifications
may be necessary to comply with current commercial usage, custom, practice and market characteristics
within the Territory, Braxton Independent Associates agrees to consider each such proposed modification within a
reasonable time after there is a submission to Braxton Independent Associates. However, Master Franchisee acknowledges
the importance of maintaining, to the extent possible, the uniformity of the System. Accordingly,
Braxton Independent Associates shall have full discretion in approving or disapproving such proposed modification,
provided Braxton Independent Associates exercises such discretion in good faith as set forth above and no such proposed
medications shall be effective without the prior written consent of Braxton Independent Associates. Braxton Independent Associates agrees to
make all changes to the Manual in order to reflect modifications to the System that it has so approved.
Master Franchisee further acknowledges and agrees that the System and Manual are and shall at all times
remain the sole and exclusive property of Braxton Independent Associates.
4.13 Master Franchisee acknowledges and agrees that the System and the Manual as well as any and
all modifications made thereto by Master Franchisee are and shall at all times remain the sole and
exclusive property of Braxton Independent Associates.
4.14 Braxton Independent Associates shall make available to Master Franchisee, as and when developed, a copy of its
advertising and promotional materials and art work on an “as is” basis.
5. DUTIES OF MASTER FRANCHISEE
5.1 Master Franchisee understands and acknowledges that every detail of the System and the
Braxton Independent Associates Centers is essential to Master Franchisee, Braxton Independent Associates, Franchisees and other System Master
Franchisees and Franchisees in order to: (i) develop and maintain quality operating standards (ii) increase
the demand for the products and services sold by all Master Franchisees and franchisees operating under
the System; and (iii) protect Braxton Independent Associates‘ reputation and goodwill. Master Franchisee shall maintain
Braxton Independent Associates’ high standards with respect to facilities, services, products, and operations.
5.2 Persons designated by Master Franchisee shall attend and complete to Braxton Independent Associates’ satisfaction,
the initial training program offered by Braxton Independent Associates in [city], [province]. Each such person shall be fluent
in the English language. Braxton Independent Associates shall provide training, instructors, and other materials without
charge, and Master Franchisee shall be responsible for any and all other expenses incurred during the
initial training program.
5.3 Master Franchisee shall employ a trainer fluent in the English language who shall complete, to
Braxton Independent Associates’ satisfaction, Braxton Independent Associates’ training program. Such trainer shall provide training to Master
Franchisee and Franchisee’s employees at such Pilot Centre or other reasonable location as Master
Franchisee shall designate. When one (1) Braxton Independent Associates Centre has been established in the Territory,
Master Franchisee shall, at its sole cost and expense, provide equipment and commence operation of a
training program, using such trainer or replacement trainer which will obtain the same results in training
to Braxton Independent Associates’ training program in the [city], [province], for the purpose of providing training as
required under each franchise Agreement. From time to time Braxton Independent Associates may conduct an audit of the
Master Franchisee’s training program. If Braxton Independent Associates, in its sole and substantive judgment, determines
there are deficiencies in Master Franchisee’s training program, Master Franchisee shall take such action as
is required by Braxton Independent Associates to correct such deficiencies, including replacing the Master Franchisee’s
trainer. Master Franchisee shall upon Braxton Independent Associates’ request, timely furnish to Braxton Independent Associates its training
records demonstrating compliance with the training requirements in this Section.
5.4 Master Franchisee shall adapt and translate if necessary for use in the Territory materials
Braxton Independent Associates provides to Master Franchisee, including without limitation materials provided pursuant to
Section 4.5 and 4.6 hereof.
5.5 Master Franchisee shall cause each Franchisee to use and occupy the premises of each
Braxton Independent Associates Centre solely for the operation of the business franchised hereunder; to refrain from using or
permitting the use of any such premises for any other purpose or activity, and shall require that each
Braxton Independent Associates Centre be open and in normal operation for at least such minimum hours and days as
Braxton Independent Associates may specify in the Manual or otherwise in writing, and as may be required by the lease for
the premises of each Braxton Independent Associates Centre.
5.6 To insure that the highest degree of quality and service is maintained, Master Franchisee shall
cause each Franchisee to operate their Braxton Independent Associates Centers in strict conformity with such methods,
standards and specifications as may from time to time be prescribed in the Manual or otherwise in
writing. Master Franchisee shall cause its franchisees to refrain from: (a) deviating from such standards,
specifications, and procedures without Braxton Independent Associates’ prior written consent; and (b) otherwise operating
in any manner which reflects adversely on the Proprietary Marks or the System.
(a) Master Franchisee shall cause each Franchisee to purchase and install, at each
Franchisee’s expense, and to maintain in sufficient supply and use at all times, only such
fixtures, furnishings, equipment signs and supplies which conform to standards and
specifications as set forth in the Manual or otherwise in writing; and to refrain from using
non-conforming items.
(b) Master Franchisee shall cause each Franchisee to sell or offer for sale only such products
and services as have been expressly approved for sale in the Manual or otherwise in
writing; shall require Franchisees to discontinue selling, any products or services which
are not provided for in the Manual and shall require Braxton Independent Associates Centers to refrain, from
offering any unapproved products or services
(c) Master Franchisee acknowledges and agrees that Braxton Independent Associates may, from time to time
revise the Manual to incorporate System changes as described in Sections 4.10., 4.11 and
4.12 of this Agreement. Master Franchisee shall require all Franchisees to implement such
changes in Franchised Centers and complete their implementation within such time as
Braxton Independent Associates may reasonably specify.
5.7 Master Franchisee shall cause each Franchisee to purchase all products, equipment, supplies and
materials used or sold from suppliers (including manufactures, wholesales and distributors) who have
the ability to meet Braxton Independent Associates‘ reasonable standards and specifications for such items; who possess
adequate quality controls and capacity to supply Master Franchisee’s needs promptly and reliably; whose
approval would enable the System, in Braxton Independent Associates‘ reasonable opinion, to take advantage of
marketplace efficiencies; and who have been approved by Braxton Independent Associates in the Manual or otherwise in
writing or otherwise not thereafter disapproved.
5.8 Master Franchisee shall protect the integrity of the System and Proprietary Marks in the
Territory, including without limitation, by fulfilling all of its obligations imposed on it in its capacity as
Braxton Independent Associates under each Franchise Agreement, by supervising the manner in which the Trade Marks are
used and the System is implemented and otherwise take all such steps, including, where reasonable and
appropriate, the commencement and diligent prosecution of legal proceedings at its sole cost and
expense, as may be necessary to cause each Franchised Centre in the Territory to observe and perform in
a timely fashion all of its obligations under each relevant Franchise Agreement.
5.9 Master Franchisee shall maintain a sufficient number of qualified personnel including persons
qualified and experienced to train and supervise Franchisees in the operation of a Braxton Independent Associates Centre, as
well as office facilities, accounting services and the like, within the Territory all of which shall be devoted
to the performance of Master Franchisee’s obligations under this Agreement and to perform all of the
services required to be performed by Master Franchisee pursuant to each Franchise Agreement.
5.10 Master Franchisee shall cause each Braxton Independent Associates Centre in the Territory to be established and
operated pursuant to a Franchise Agreement previously approved by Braxton Independent Associates, including all
Braxton Independent Associates Centers operated by an Affiliate or Master Franchisee. In the event that Master Franchisee
wishes to grant to a Franchisee the right to operate more than one Braxton Independent Associates Centre, Master Franchisee
shall nevertheless cause each such Franchisee to enter into a Franchise Agreement for each Braxton Independent Associates
Centre.
5.11 In dealing with Franchisees and otherwise conducting its business, Master Franchisee shall
comply with all applicable laws and regulations in the Territory, including those applicable to the
solicitation of prospective franchisees and the offering and grant of franchisees by Master Franchisee.
5.12 Braxton Independent Associates shall have the right at all reasonable times to inspect the premises from which
Master Franchisee conducts its business. Furthermore, Braxton Independent Associates shall have the right accompanied at
all times by Master Franchisee, to inspect Braxton Independent Associates Centers and the equipment and fixtures therein
and the products and services being sold and generally to investigate the manner in which Franchisees
are conducting their business; in the event of any such inspections, Master Franchisee and its employees
shall cooperate fully and use its best efforts to cause Franchisees and their employees to cooperate fully
with Braxton Independent Associates.
5.13 Master Franchisee shall furnish Braxton Independent Associates with a copy of any executed lease for each
Braxton Independent Associates Centre within ten (10) days after execution thereof.
5.14 Master Franchisee shall furnish to Braxton Independent Associates within three (3) days after receipt thereof, a copy
of any notice alleging Master Franchisee’s or any Franchisee’s failure to comply with any law, ordinance,
or regulation.
5.15 Master Franchisee and Franchisees shall have the right to advertise and sell all products and
services at any prices Master Franchisee or the Franchisees may determine , in the sole and absolute
discretion of each such party, and shall in no way be bound by any price which may be recommended or
suggested by Braxton Independent Associates.
5.16 In dealing with prospective Franchisees, Master Franchisee shall:
(a) Carefully screen and evaluate prospective Franchisees pursuant to the standards prescribed
by Braxton Independent Associates; and
(b) For each Franchisee, Master Franchisee shall, at its sole expense, fulfill all its duties, and
enforce all the terms and conditions, under each Franchise Agreement, including,
without limitation, to:
(i) Provide site selection counseling and assistance, on site inspections, site
evaluations, and site recommendations, without any guarantee that any Centre
will be profitable or successful;
(ii) Provide initial training required, and optional training programs, seminars and
workshops;
(iii) Assist in review of contracts and leases, and furnish advise to Franchisee
concerning lease negotiations, if applicable;
(iv) Provide to Franchisees standard plans (in the form of “blue-line drawings”) and
specifications for the construction of the interior design and layout of the
Franchised Centre (adapted by Master Franchisee for use in the Territory as
required in Section 6.1 hereof), advise and consult with the Franchisee regarding
the construction and/or renovation of the Franchised Centre, conduct on-site
inspections during construction and/or renovation, and ensure upon completion
of construction and/or renovation that construction and/or renovation has been
completed in accordance with the plans and specifications;
(v) Upon completion of construction and/or renovation, inspect the Franchised
Centre to confirm that it has been equipped in accordance with approved plans
and specifications;
(vi) Provide a Manual and all updates thereto, translated into the required language
or languages of the Territory;
(vii) Furnish the grand opening promotional program and the initial set of business
forms , shipping and product labels, and other miscellaneous supplies adapted
for use in the Territory;
(viii) Provide such opening assistance, and other assistance as designated by
Braxton Independent Associates;
(ix) Visit each Franchised Centre in the Territory once each quarter during the term
of the relevant Franchise Agreement and any renewals thereof, in order to
provide continuing assistance as reasonably determined by Master Franchisee,
inspect the premises of such Braxton Independent Associates Centre to determine whether
Franchisee’s continued operation is in conformity with Braxton Independent Associates‘
procedures, standards and specifications, and verify compliance by Franchisee
and Franchisee’s employees with all applicable laws, rules, regulations, and
procedures;
(x) Monitor and submit to Braxton Independent Associates, at Braxton Independent Associates’ request, written reports on
such forms and at such times as Braxton Independent Associates may request and, upon
Braxton Independent Associates’ request, promptly take all steps necessary to remedy any and all
matters reasonably requested by Braxton Independent Associates and as would a reasonable and
responsible Braxton Independent Associates, including without limitation:
A. Any apparent deficiencies and problems concerning the uniformity and
quality of service provided by the Franchisee;
B. Any apparent opportunities for the Franchisee to improve its
performance;
C. Any apparent deviations from Braxton Independent Associates’ operating procedures,
standards, and specifications provided for in the Manual or from proper
usage of the Proprietary Marks; and
D. Any apparent violations of applicable laws, rules or regulations.
6. CONSTRUCTION OF LEASEHOLD IMPROVEMENTS
6.1 Master Franchisee shall, at its expense, modify the blue-line drawings described in Section 4.3
hereof for use in the Territory including adaptation to applicable national and local laws regulations, and
ordinances.
6.2 Master Franchisee shall employ a qualified architect or engineer to prepare final plans and
specifications for constructing the premises for Braxton Independent Associates Centers based upon the plans and
specifications furnished by Braxton Independent Associates and adapted by Master Franchisee.
6.3 Master Franchisee shall submit to Braxton Independent Associates final plans for the Pilot Centre and not proceed
with any construction until Braxton Independent Associates’ written approval has been received.
6.4 Master Franchisee shall prepare or shall cause its Franchisees to prepare final plans and
specifications based on the standard plans and specifications for constructing the premises for
Braxton Independent Associates Centers approved by Braxton Independent Associates and will not permit any Franchisee to deviate, from any
final plans and specifications without Master Franchisee’s prior written approval.
6.5 Master Franchisee shall not open the Pilot Centre for business without the written authorization
of Braxton Independent Associates, which authorization may be conditional upon Master Franchisee’s strict compliance with
the specifications of the approved final plans.
7. PROPRIETARY MARKS
7.1 Braxton Independent Associates represents with respect to the Proprietary Marks that:
(a) Application has been made for registration of the Proprietary Marks identified in Exhibit
B hereto. Master Franchisee acknowledges and agrees that Braxton Independent Associates may be unable to
obtain registration of some or all of the Proprietary Marks for which application has been
made and further acknowledges and agrees that, if Braxton Independent Associates is unable to obtain any
such registrations, Braxton Independent Associates shall incur no liability thereof to Master Franchisee,
except as provided for in Sections 7.2 and 7.3 herein;
(b) Braxton Independent Associates shall take all steps reasonably necessary to preserve and protect the validity
of the Proprietary Marks; and
(c) Braxton Independent Associates shall permit Master Franchisee to use the Proprietary Marks only in
accordance with the System and the standard and specifications attendant thereto which
underlie the goodwill associated with and symbolized by the Proprietary Marks.
7.2 With respect to Master Franchisee’s use of the Proprietary Marks, Master Franchisee agrees that:
(a) Master Franchisee shall use only the Proprietary Marks designated by Braxton Independent Associates, and
shall use them only in the manner authorized and permitted by Braxton Independent Associates;
(b) Master Franchisee shall not apply to register any of the Proprietary Marks or any
trademarks or service marks confusingly similar to the Proprietary Marks in any country
in the world;
(c) Master Franchisee shall use the Proprietary Marks for the purpose of carrying on its
business and in conjunction with the operation of the Centers and in conjunction with
advertising and marketing for Braxton Independent Associates Centers;
(d) Unless otherwise authorized or required by Braxton Independent Associates, Master Franchisee shall operate
the business licensed hereunder and cause Franchisees to operate and advertise the
Braxton Independent Associates Centers only under the name “Braxton Independent Associates,” without prefix or suffix;
(e) Master Franchisee shall identify itself as an independent entity at the premises at which it
carries on hereunder in conjunction with any use of the Proprietary Marks and shall
place a written notice to such effect, in a form approved by Braxton Independent Associates, in a
conspicuous location on such premises;
(f) Master Franchisee’s right to use the Proprietary Marks is limited to such uses as are
authorized under this Agreement, and any unauthorized use thereof shall constitute and
infringement;
(g) Master Franchisee shall not use the Proprietary Marks to incur any obligation or
indebtedness on behalf of Braxton Independent Associates;

(h) Master Franchisee shall promptly execute any documents deemed necessary by
Braxton Independent Associates or its affiliates to obtain protection for the Proprietary Marks or to maintain
their continued validity and enforceability, including, without limitation, executing such
registered user agreement(s) as Braxton Independent Associates shall request;
(i) Master Franchisee shall promptly notify Braxton Independent Associates of any suspected unauthorized use
of, or any challenge to the validity or use of, the Proprietary Marks. Master Franchisee
acknowledges that Braxton Independent Associates shall have the sole right to direct and control any
administrative proceeding or litigation involving the Proprietary Marks, including any
settlement thereof. Braxton Independent Associates agrees to consult with Master Franchisee with respect to
responding to each infringement or violation. Braxton Independent Associates shall have the right, but not
the obligation, to take action against uses by others that may constitute infringement of
the Proprietary Marks. Braxton Independent Associates shall defend Master Franchisee and any Franchisee
against any third party claim, suit, or demand arising out of Master Franchisee’s or
Franchisee’s use of the Proprietary Marks. If Master Franchisee and any Franchisee have
used the Proprietary Marks in accordance with this Agreement and the Franchisee’s
Franchise Agreement, as appropriate, the cost of such defense, including the cost of any
judgment or settlement, shall be borne by Braxton Independent Associates. If Master Franchisee or any
Franchisee has not used the Proprietary Marks in accordance with this Agreement, and
the Franchise Agreement and the Franchisee’s Franchise Agreement, as appropriate, the
cost of such defense, including the cost of any judgment or settlement, shall be borne by
Master Franchisee or such Franchisee. In the event of any litigation relating to Master
Franchisee’s or a Franchisee’s use of the Proprietary Marks, Master Franchisee or such
Franchisee shall execute any and all documents and do such acts as may in the opinion of
Braxton Independent Associates’ counsel, be necessary to carry out such defense or prosecution including,
but not limited to, becoming a nominal party to any legal action. Except to the extent that
such litigation is the result of Master Franchisee’s or a Franchisee’s use of the Proprietary
Marks, Braxton Independent Associates agrees to reimburse Master Franchisee or such Franchisee for its out
of-pocket litigation costs in cooperating with Braxton Independent Associates with respect to the litigation;
and
(j) Notwithstanding the foregoing, if Braxton Independent Associates declines to institute legal proceedings,
Master Franchisee may institute legal proceedings at its sole cost and expense provided,
however that such proceedings do not detract from or compromise the quality or
integrity of the Proprietary Marks and System. Braxton Independent Associates shall always be free, at its
own cost and expense, to subsequently join in any pending proceedings. Master
Franchisee agrees that any relief (such as, injunctive) other than the monetary one which
is requested to protect the Proprietary Marks shall be sought for and on behalf of and
shall be designated to the benefit of Braxton Independent Associates. “Legal Proceedings” as used herein
shall include demand letters, negotiation and settlement of disputes, as well as the filing
of formal legal actions with a court of proper jurisdiction.
Under no circumstances shall Master Franchisee have the authority to settle or compromise a
matter which in any way mitigates, lessens, or restricts Braxton Independent Associates’ ownership in the
Proprietary Marks or Braxton Independent Associates’ right to use the Proprietary Marks without Braxton Independent Associates’
written approval and any action which does shall be a breach of this Agreement.
7.3 Master Franchisee shall not use the Proprietary Marks as part of its corporate or other legal
names.
7.4 Master Franchisee expressly understands and acknowledges that:
(a) The Proprietary Marks are valid and serve to identify the System and those who are
franchised under the System; and
(b) During the term of this Agreement and after its expiration or termination, Master
Franchisee shall not directly or indirectly contest the validity or ownership of the
Proprietary Marks, nor take any other action which may tend to jeopardize Braxton Independent Associates’
rights therein, or Braxton Independent Associates’ right to use and to license others to use the Proprietary
Marks; and
(c) Master Franchisee’s use of Proprietary Marks does not give Master Franchisee any
ownership interest or other interest in or to the Proprietary Marks other than the license
granted by this Agreement; and
(d) Any and all goodwill arising from Master Franchisee’s use of the Proprietary Marks shall
ensure solely and exclusively to the benefit of Braxton Independent Associates. Upon expiration or
termination of this Agreement, no monetary amount shall be assigned as attributable to
any goodwill associated with Master Franchisee’s use of the System or Proprietary
Marks; and
(e) Except as specified in Section 1.3 hereof, Braxton Independent Associates shall have and retains the rights
among others: (a) to use the Proprietary Marks themselves in connection with selling
products and services; (b) to grant other licenses for the Proprietary Marks, in addition to
those licenses already granted; and (c) to develop and establish other systems using the
Proprietary Marks, similar to Proprietary Marks, or any other Proprietary Marks, and to
grant licenses or Master Franchises thereto without providing any rights therein to
Master Franchisee; and
(f) Braxton Independent Associates reserves the right to substitute different Proprietary Marks for use in
identifying the System and the businesses operating hereunder in the Territory if the
Proprietary Marks cannot be used, or if Braxton Independent Associates, in its sole discretion, determines
that substitution of different Proprietary Marks in the Territory will be beneficial to the
System. In such circumstances, the use of the substituted Proprietary Marks shall be
governed by the terms of this Agreement, and Braxton Independent Associates shall not compensate Master
Franchisee for such substitution and shall bear only the cost of modifying Master
Franchisee and Franchisees signs, printed materials and advertising materials to conform
to Braxton Independent Associates’ new Proprietary Marks. Master Franchisee shall promptly implement
any such substitution.
8. CONFIDENTIAL MANUALS AND INFORMATION
8.1 In order to protect the reputation and goodwill of Braxton Independent Associates and to maintain high standards of
operation under the Proprietary Marks and the System, Master Franchisee shall conduct its business in
accordance with the Manual, one copy of which (in the English language), Master Franchisee
acknowledges receipt. Master Franchisee shall treat the Manual, and the information contained therein,
as confidential, and shall use all reasonable efforts to maintain such information as secret and
confidential. Except for provision of the Manual to Franchisees and key employees who require access to
the Manual for the purpose of discharging their responsibilities, Master Franchisee shall not at any time
copy, duplicate, record or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise
make the same available to any unauthorized person. The Manual and any translation or adaptation
thereof including any copyright therein shall at all times remain the sole property of Braxton Independent Associates.
8.2 Master Franchisee shall translate the Manuals into any required language for use in the Territory,
and, prior to any use, shall promptly provide a copy of such translation to Braxton Independent Associates for Braxton Independent Associates’
approval. Master Franchisee may propose changes in the Manual to conform the Manual to the laws and
customs of, and market characteristics in, the Territory; provided, however, that no changes may be made
without Braxton Independent Associates’ prior written approval. Master Franchisee shall pay all costs and expenses in
translating and adapting the Manual for use in the Territory. Braxton Independent Associates shall use its best efforts to
approve or disapprove all changes in the Manual and any translation thereof prepared by Master
Franchisee within thirty (30) days of receipt of such changes or translation.
8.3 Master Franchisee shall ensure that its Manual is kept current; and, in the event of any dispute as
to the contents of the Manual, the terms of the master copy of the Manual maintained by Braxton Independent Associates (in
the English language) shall be controlling.
8.4 Except as specifically authorized herein, Master Franchisee shall not, during or after the term
hereof, communicate, divulge, or use for the benefit of any other person, persons, partnership,
association, or corporation, any confidential information, knowledge, or know how concerning the
methods of operation of any Braxton Independent Associates Centre which may be communicated to Master Franchisee or of
which Master Franchisee may be apprised by virtue of Master Franchisee’s operation to those employees
of Master Franchisees and Franchisees who must have access to it in order to perform their
responsibilities. Any and all information, knowledge, know-how, and techniques, which Braxton Independent Associates
designates as confidential, shall be deemed confidential for purposes hereof. The foregoing undertaking
shall not apply to any such information, knowledge, know-how and techniques which Master Franchisee
can demonstrate was in the public domain at the time of disclosure of such information to Master
Franchisee by Braxton Independent Associates or subsequently thereafter becoming public knowledge.
8.5 Master Franchisee acknowledges that any failure to comply with the requirements of this Section
8 will cause Braxton Independent Associates irreparable injury for which no adequate remedy at law may be available, and
Master Franchisee agrees that Braxton Independent Associates may seek, and Master Franchisee agrees to pay, all court cost
and reasonable attorneys’ fees incurred by Braxton Independent Associates in obtaining, without posting, a bond, an order
for injunctive or other legal or equitable relief with respect to the requirements of this Section 8.
8.6 Master Franchisee shall require and obtain execution of confidentiality covenants similar to those
set forth in Section 8.4 hereof, as required pursuant to Section 15.7 hereof.
9. ADVERTISING
Recognizing the value of advertising and promotion, and the importance of the standardization of
advertising and promotional programs to the furtherance of the goodwill and public image of the System,
the parties agree as follows:
9.1 Braxton Independent Associates shall create and administer a System-wide advertising fund (“National Advertising
Fund”) for the Territory. Each month, each Braxton Independent Associates Centre will contribute percent (
%) of Gross Sales (“Advertising contribution”) to the System-wide fund. Except as otherwise
described herein, Braxton Independent Associates shall utilize the Advertising contribution as described in Section 9.5 hereof.
9.2 Master Franchisee shall also ensure that all Braxton Independent Associates Centers in the Territory contribute
percent ( %) of Gross Sales to a local advertising fund (“Cooperative”) as described in
Section 9.6 hereof.
9.3 All Advertising and promotion by Master Franchisee and Franchisees shall be conducted in a
dignified manner, conform to such standards as Braxton Independent Associates shall establish in the Manual or otherwise in
writing. Master Franchisee shall submit to Braxton Independent Associates (in the manner prescribed in Section 19) samples
of all advertising and promotional plans and materials used by Master Franchisee or any Franchisee not
previously approved by Braxton Independent Associates within seven (7) days of first use. Master Franchisee and such
Franchisees may continue use of such plans or materials, unless Braxton Independent Associates prohibits further use of such
materials effective immediately upon receipt of written notice by Master Franchisee.
9.4 In addition to the advertising expenditure required in Section 9.1 hereof, immediately preceding
and following the opening of each Braxton Independent Associates Centre in the Territory, Master Franchisee shall required
each Franchisee to conduct an initial local advertising and promotion program. Master Franchisee shall
require that each Franchisee spend the equivalent of at least Dollars ($
) for such program.
9.5 All Braxton Independent Associates Centers shall, at their expense, in accordance with any standards established in
the Manual, and in addition to its expenditures for advertising required by Section 9.1 hereof, obtain
listings in the principal telephone directory serving each area in which a Braxton Independent Associates Centre is located. In
the event that more than one Braxton Independent Associates Centre is located within the geographic area served by the
principal telephone directory, then, in such event, the Braxton Independent Associates Centre shall join with the Braxton Independent Associates
Centre or such other Braxton Independent Associates Centers in a single directory listing of all such Braxton Independent Associates Centers and
pay the pro-rata share of the cost of such listing.
9.6 Master Franchisee shall establish, maintain, and administer a Cooperative Fund in the Territory
and shall forthwith advise Braxton Independent Associates of the establishment of such Cooperative Fund. The following
provisions shall apply to the Cooperative Fund:
(a) The Cooperative Fund, all contributions thereto and any earnings thereon, shall be used
exclusively to meet any and all costs of maintaining, administering, directing,
conducting, and developing the preparation of advertising, marketing, public relations,
and/or promotional programs and materials, and any other activities which Master
Franchisee believes will benefit the System in Territory, including, among other things,
the costs of preparing and conducting advertising campaigns in various media;
preparation of direct mail advertising; market research; employing advertising and/or
public relations agencies to assist therein; purchasing promotional items; conducting and
administering in-store promotions; providing promotional and other marketing materials
and services to the businesses operating under the System; and point-of-purchase
materials;
(b) Master Franchisee shall direct all advertising and promotional programs, with approval
of Braxton Independent Associates, regarding the creative concepts, materials, and media used in such
programs, and the placement and allocation thereof;
(c) All payments of the Cooperative Fund shall be made by Braxton Independent Associates Centers by separate
cheque payable to the Braxton Independent Associates Cooperative Fund. All sums paid to the Cooperative
Fund shall be maintained in an account separate from the other monies of Master
Franchisee, and shall not be used to defray any expenses of Master Franchisee, except for
such reasonable cost, and overhead, if any, as may be incurred in activities reasonably
related to the administration or direction of the advertising programs and the
Cooperative Fund, including, among other things, costs of personnel for creating and
implementing advertising, promotional, and marketing programs. The Cooperative Fund
and any earnings thereon shall not otherwise ensure to the benefit of Master Franchisee,
Master Franchisee shall maintain separate bookkeeping accounts for the Cooperative
Fund; and
(d) A statement of the operations of the Cooperative Fund as shown on the books of such
Cooperative Fund shall be prepared annually by Master Franchisee and furnished to
Braxton Independent Associates and each Braxton Independent Associates Centre in the Territory.
9.7 Master Franchisee shall have the right to designate any geographical area for purposes of
establishing a Cooperative Fund to conduct local and/or regional advertising and promotional programs
and to determine whether a Cooperative Fund is applicable to any particular Centre. If a Cooperative
Fund has been established applicable to a Braxton Independent Associates Centre at the time a Braxton Independent Associates Centre
commences operations hereunder, the Braxton Independent Associates Centre shall immediately become a member of such
Cooperative Fund. If a Cooperative Fund applicable to the Centre is established at any time subsequent
to the execution of a Franchise Agreement, the Braxton Independent Associates Centre shall become a member of such
Cooperative Fund no later than thirty (30) days after the date on which the Cooperative Fund commences
operation. The following provisions shall apply to each Cooperative Fund:
(a) Each Cooperative Fund shall be organized and governed in a form and manner, and shall
commence operation on a date, approved in advance by Master Franchisee in writing;
(b) Each Cooperative Fund shall be organized for the exclusive purpose of administering
local and regional advertising programs and developing, subject to Master Franchisee’s
approval, standardized advertising materials for use by the member in local advertising;
(c) No promotional or advertising plans or materials may be used by a Cooperative Fund or
furnished to its members without Master Franchisee’s prior written approval;
(d) All local advertising and promotion by Braxton Independent Associates Centers shall be conducted in a
dignified manner, conform to such standards as are established in the Manual or
otherwise in writing, and not be used without Master Franchisee’s prior approval.
Franchisees shall submit to Master Franchisee samples of all advertising and promotional
plans and materials prior to their use.
10. INSURANCE
10.1 Master Franchisee shall procure, prior to the opening of the Pilot Centre, and shall maintain in
full force and effect at all times during the term of this Agreement, at Master Franchisee’s expense, an
insurance policy or policies protecting Master Franchisee, Braxton Independent Associates and its affiliates, and their
respective shareholders, directors, employees, and agents against any demand or claim with respect to
personal and bodily injury, death, or property damage, or any loss, liability, or expense whatsoever
arising or occurring at or in connection with the Centre. Such policy or policies shall: (1) be written by
insurer(s) acceptable to Braxton Independent Associates; (ii) name Braxton Independent Associates and its shareholders, directors, employees,
and agents, as additional insured; (iii) comply with the requirements prescribed by Braxton Independent Associates at the
time such policies are obtained; and (iv) provide at least the types and minimum amounts of coverage
specified in the Manual.
10.2 All public liability and property damage policies shall contain a provision that Braxton Independent Associates
although named as an additional insured, shall nevertheless be entitled to recover under such policies on
any loss occasioned to Braxton Independent Associates or its shareholders, directors, employees, and agents by reason of
Master Franchisee’s negligence.
10.3 At least ten (10) days prior to the time any insurance is first required to be carried by Master
Franchisee, and thereafter at least thirty (30) days prior to the expiration of any policy, Master Franchisee
shall deliver to Braxton Independent Associates such evidence of insurance showing the proper types and minimum
amounts of coverage. All such evidence shall expressly provide that no less than thirty (30) days prior
written notice shall be given Braxton Independent Associates in the event of material alteration to or cancellation or nonrenewal
of the coverage’s shown by such evidence. Such evidence of insurance shall name Braxton Independent Associates
and its affiliates, and their respective shareholders, directors, employees, and agents, as additional
insured, and shall expressly provide that any interest of each shall not be affected by any breach by
Master Franchisee of any policy provisions for which such evidence of insurance demonstrates coverage.
11. ACCOUNTING AND RECORDS
11.1 Master Franchisee shall cause each of its Franchisees to purchase or lease, and maintain a
computer which conforms to specifications provided by Braxton Independent Associates, and use software designated by
Braxton Independent Associates, to record all sales and provide information required by Braxton Independent Associates, including information
which can be electronically polled.
11.2 Braxton Independent Associates shall have the option to require Master Franchisee to use a specified manual and/or
personal computer-based record-keeping, control, and communication system, including an electronic
mail network if applicable. Braxton Independent Associates may, from time to time, modify the accounting and recordkeeping
system and notify Master Franchisee in writing when the modifications are to become effective.
Master Franchisee shall, at its own expense, purchase and use such bookkeeping and record-keeping
forms and computer hardware and software for the accounting and record-keeping system as prescribed
by Braxton Independent Associates in the Manual or otherwise in writing.
11.3 Master Franchisee shall prepare, during the term of this Agreement, and shall preserve for at
least two (2) years from the dates of their preparation, complete and accurate books, records, and
accounts in accordance with generally accepted accounting principles in the Territory and in the form
and manner prescribed by Braxton Independent Associates from time to time in the Manual or otherwise in writing.
11.4 Master Franchisee shall, at its expense, upon request by Braxton Independent Associates, provide Braxton Independent Associates with a
copy of Master Franchisee’s financial statements showing the results of operations of each Master
Franchisee owned Centre and each Franchised Centre for each fiscal year during the term of this
Agreement. The statements shall include a statement of income, balance sheet, and a statement of cash
flows, accompanied by a review report, prepared by an independent certified public accountant or the
equivalent using generally accepted accounting principles in the Territory, and shall be furnished to
Braxton Independent Associates within ninety (90) days after the end of each fiscal year.
11.5 Master Franchisee also shall provide to Braxton Independent Associates, for review or auditing, such other
information as Braxton Independent Associates may reasonably designate, on the forms and in the manner as are reasonably
designated by Braxton Independent Associates.
11.6 Braxton Independent Associates or its designated agents shall have the right at all reasonable times to examine and
copy, at Braxton Independent Associates’ expense, the books, records, accounts, and business tax returns of Master
Franchisee and each owned Braxton Independent Associates Centre, all of which shall be maintained at the address of the
Master Franchisee set forth in Section 19.2 hereof as regards the books, records, etc. of Master Franchisee
and at the relevant premises of each Master Franchisee owned Braxton Independent Associates Centre as regards the books,
records, etc. of each such Centre. Braxton Independent Associates shall also have the right, at any time, to have an
independent audit made of the books and records of Master Franchisee and each Master Franchisee
owned Centre. If an inspection or audit reveals that any payments due to Braxton Independent Associates have been
understated in any report to Braxton Independent Associates, then Master Franchisee shall immediately pay to Braxton Independent Associates
the amount understated upon demand, in addition to interest from the date such amount was due until
paid, at the rate of percent ( %) per annum calculated monthly. If an inspection or
audit discloses an understatement in any report of percent ( %) or more Master
Franchisee shall, in addition to repayment of monies owed with interest, reimburse Braxton Independent Associates for any
and all costs and expenses connected with the inspection (including, without limitation, travel, lodging
and wage expenses, and reasonable accounting and legal costs). The foregoing remedies shall be in
addition to any other remedies Braxton Independent Associates may have as a result of such under reporting.
12. TRANSFER OF INTEREST
12.1 Braxton Independent Associates shall have the right to transfer or assign all or any part of its rights or obligations
under this Agreement to any person or legal entity.
12.2 Master Franchisee understands and acknowledges that Braxton Independent Associates has granted the rights
hereunder in reliance on the business skill, financial capacity, and the personal character of Master
Franchisee’s shareholders. Accordingly, neither Master Franchisee nor any immediate or remote
successor to any part of Master Franchisee’s interest in this Agreement, nor any individual, partnership,
corporation, or other legal entity which directly or indirectly owns any share of Master Franchisee shall,
without the prior written consent of Braxton Independent Associates, sell, assign, transfer, convey, give away, pledge,
mortgage, or otherwise encumber: (i) any direct or indirect interest in the rights granted in this
Agreement; (ii) any shares of Master Franchisee which would effect a change of control of Master
Franchisee; or (iii) all or substantially all of the assets of Master Franchisee. Any purported assignment or
transfer, by operation of law or otherwise, not having the written consent of Braxton Independent Associates required by this
Section 12.2, shall be null and void and shall constitute a material breach hereof, for which Braxton Independent Associates
may then terminate without an opportunity to cure pursuant to Section 13.2 hereof. Braxton Independent Associates shall not
unreasonably withhold its consent when required pursuant to this Section and shall notify Master
Franchisee of its decision (and in the case of a refusal the reasons thereof) within fifteen (15) days of the
date of receipt of Master Franchisees request for consent provided, however, that Braxton Independent Associates shall have
the right to require any or all of the following as conditions of its consent:
(a) All of the transferor’s accrued monetary obligations and all other outstanding obligations
to Braxton Independent Associates and Braxton Independent Associates’ affiliates shall have been satisfied;
(b) Braxton Independent Associates and the transferor shall have executed a mutual general release, in a form
prescribed by Braxton Independent Associates, of any and all claims which each may have against the other
and their affiliates, and their respective shareholders, directors, employees, and agents in
their corporate and individual capacities;
(c) The transferee shall enter into a written assignment, in a form satisfactory to Braxton Independent Associates
assuming and agreeing to fulfill all of Master Franchisee’s obligations hereunder;
(d) The transferee (and, if the transferee is other than an individual, such owners of a
beneficial interest in the transferee as Braxton Independent Associates may request) shall demonstrate to
Braxton Independent Associates’ satisfaction that it meets Braxton Independent Associates’ educational, managerial, and
business standards; possesses a good moral character (if an individual), business
reputation, and credit rating; has the aptitude and ability to operate the business licensed
hereunder as may be evidenced by prior related business experience or otherwise; and
has adequate financial resources and capital to fulfill its responsibilities under this
Agreement after taking into account the purchase price paid by the transferee to Master
Franchisee or its shareholders as the case may be;
(e) At transferee’s expense, the transferee and its manager shall successfully complete such
training as Braxton Independent Associates may deem necessary in order to properly operate the business
licensed hereunder;
(f) The transferor shall pay Braxton Independent Associates [transfer fee] Dollars ($ ) as a transfer
fee and providing such training to the transferee as Braxton Independent Associates deems necessary;
provided, however, that no reimbursement shall be required for transfers made pursuant
to Section 12.5 hereof;
(g) Master Franchisee shall not be in default of any provision of this Agreement or any other
agreement between Master Franchisee and Braxton Independent Associates or its affiliates;
(h) The transfer of Master Franchisee’s rights and obligations under this Agreement shall be
made in conjunction with a simultaneous transfer of all comparable interests held by
Master Franchisee in its capacity as Master Franchisee (Braxton Independent Associates) in all Franchise
Agreements executed pursuant hereto. Master Franchisee shall not transfer any of its
interest as “Master Franchisee” in any Franchise Agreement without a simultaneous
transfer of all such interests in each Franchise Agreement.
12.3 Master Franchisee shall require each shareholder holding an interest in Master Franchisee to
execute a covenant agreeing not to transfer any shares of Master Franchisee except in accordance with the
terms and conditions of this Agreement.
12.4 Upon the death of the last to die of the partners or in the event of the mental incapacity of [all] the
partners or any other person with a controlling interest in Master Franchisee, the executor or
administrator of the estate of such person, or the personal representative of such person, shall transfer,
within six months after such death or mental incapacity, such interest to a third party approved by
Braxton Independent Associates. Such transfers, including, without limitation, transfers by devise or inheritance, shall be
subject to the same conditions for transfer as are provided in Sections 12.2 or 12.4, as the case may be.
However in the case of a transfer by devise or inheritance governed by Section 12.2, if the heirs or
beneficiaries are unable to meet the conditions in Section 12.2 hereof, the executor or administrator of the
deceased Master Franchisee shall have a reasonable time to dispose of the deceased’s interest in the
franchise, which disposition shall be subject to all the terms and conditions for transfers contained herein.
If the interest is not disposed of within a reasonable time, Braxton Independent Associates may terminate this Agreement
pursuant to Section 13.2 hereof.
12.5 Braxton Independent Associates‘ consent to a transfer which is the subject of this Section 12 shall not constitute a
waiver of any claims it may have against the transferring party, nor shall it be deemed a waiver of
Braxton Independent Associates‘ right to demand exact compliance with any of the terms hereof by transferee.
13. DEFAULT AND TERMINATION
13.1 Master Franchisee shall be deemed to be in default hereunder, and all rights granted herein shall
automatically terminate without notice to Master Franchisee, if Master Franchisee shall become insolvent
or makes a general assignment for the benefit of creditors; or, if a petition in bankruptcy is filed by Master
Franchisee or such a petition is filed against and not opposed by Master Franchisee or, if Master
Franchisee is adjudicated as bankrupt or insolvent; or if a bill in equity or other proceeding for the
appointment of a receiver of Master Franchisee or other custodian for Master Franchisee’s business or
assets is filed and consented to by Master Franchisee; or, if a receiver or other custodian (permanent or
temporary) of Master Franchisee’s assets or property, or any part thereof, is appointed by any court of
competent jurisdiction; or, if proceedings for a composition with creditors under any state, provincial or
federal law should be instituted by or against Master Franchisee; or, if a final judgment remains
unsatisfied or of record for thirty (30) days or longer; or, if Master Franchisee is dissolved; or, if execution
is levied against Master Franchisee’s business or property.
13.2 Upon the occurrence of any of the following events, Master Franchisee shall be deemed to be in
default and Braxton Independent Associates may, at its option, terminate this Agreement and all rights granted hereunder
without affording Master Franchisee any opportunity to cure the default, effective immediately upon the
provision of notice to Master Franchisee any opportunity to cure the default, effective immediately upon
the provision of notice to Master Franchisee (in the manner set forth under Section 19.2 hereof):
(a) Failure to use best efforts to enforce the terms of any Franchise Agreement or to provide
services to Franchisees in accordance with the Franchise Agreement and such default is
not remedied within 10 days of written notice of termination from Braxton Independent Associates stating
the nature of the default and requiring it to be remedied;
(b) If any officer or director of Master Franchisee is convicted of a serious crime or any other
crime or offense that Braxton Independent Associates believes is reasonably likely to have an adverse effect
on the System, the Proprietary Marks, the goodwill associated therewith, or
Braxton Independent Associates’ interest therein and if such officer or director does not resign from office
with ten (10) days of written notice from Braxton Independent Associates requiring the resignation, stating
the reasons thereof and the consequences of the failure to comply;
(c) If Master Franchisee or any shareholder of Master Franchisee transfers to any third party
any rights or obligations hereunder or under any Franchise Agreement or any interest in
Master Franchisee, without Braxton Independent Associates’ prior written consent or notice, contrary to the
terms of Section 12 hereof;
(d) If Master Franchisee fails to comply with the covenants in Section 15.2 hereof or fails to
deliver to Braxton Independent Associates executed covenants required under Section 15.7 hereof;
(e) If, contrary to the terms of Section 8 and 15 hereof, Master Franchisee or any of its
officers, directors, or stockholder of Master Franchisee discloses or divulges the contents
of the Manual or other confidential information provided to Master Franchisee by
Braxton Independent Associates;
(f) If an approved transfer is not effected following the death or mental incapacity of any
person as described in Section 12.5 hereof;
(g) If Master Franchisee knowingly maintains false books or records, or knowingly submits
any false reports to Braxton Independent Associates;
(h) If Master Franchisee, after curing a default pursuant to Section 13.3 hereof, commits a
similar default on one (1) subsequent occasion within one year thereafter, whether or not
cured after notice;
(i) If Master Franchisee does not pay any monies owing to Braxton Independent Associates or Braxton Independent Associates’
affiliates, or Master Franchisee’s suppliers, at the time that payment is required and
payment is not made within seven (7) days of written notice of termination from
Braxton Independent Associates stating the nature of the default and requiring it to be remedied;
(j) If Master Franchisee or any stockholder of Master Franchisee has made any material
misrepresentations in connection with Master Franchisee’s application to Braxton Independent Associates for
the rights granted herein;
(k) If Master Franchisee understates any payment to Braxton Independent Associates by percent (___%)
or more, or understates any such payment in any reasonable amount, twice in any 2-year
period;
(l) If Master Franchisee fails to obtain or maintain required insurance coverage and such
failure continues from seven (7) days after Braxton Independent Associates provides written notice of
termination to Master Franchisee stating the nature of the default and requiring it to be
remedied; or
(m) Defaults cured pursuant to Section 13.2(a) and defaults cured pursuant to Section 13.2(i)
shall not constitute defaults pursuant to this Section.
13.3 In the case of all other defaults (not provided for in Section 13.1 and 13.2 hereof) Master
Franchisee shall have thirty (30) days after Braxton Independent Associates provides written notice of termination stating the
nature of the default and requiring it to be remedied (in the manner specified in Section 19 hereof), and to
provide evidence thereof to Braxton Independent Associates. If any such default is not cured within such time, this
Agreement shall terminate without further notice to Master Franchisee, effective immediately upon the
expiration of such period. Master Franchisee shall be in default hereunder for any failure substantially to
comply with any of the requirements imposed by this Agreement, or to carry out the terms hereof in
good faith.
(a) Master Franchisee shall not be in default hereunder if a Franchisee (other than a
Franchisee that is an Affiliate of Master Franchisee) fails to fulfill its obligations under the
Franchise Agreement provided that Master Franchisee takes prompt and reasonable
steps to enforce any and all rights and remedies to which Master Franchisee is entitled
under the Franchise Agreement or at law; and
(b) Master Franchisee shall not be called upon to pay to Braxton Independent Associates that part of the royalty
fees otherwise owed to Braxton Independent Associates that is attributable to the default of a Franchisee who
is not an Affiliate of Master Franchisee and further provided that Master Franchisee uses
all reasonable efforts to collect such royalty fees. Any uncollectible fees attributable to a
default shall be disclosed in writing to Braxton Independent Associates upon request from Braxton Independent Associates.
13.4 Braxton Independent Associates shall be deemed in default under this Agreement and all rights granted hereunder
shall automatically terminate without notice to Braxton Independent Associates upon the occurrence of the following events:
(a) If Braxton Independent Associates shall make a general assignment for the benefit of creditors;
(b) If Braxton Independent Associates is deemed out of business and a petition for bankruptcy is filed in
accordance with United Kingdom law by Braxton Independent Associates or such petition is filed against and
consented to by Braxton Independent Associates; and
(c) If Braxton Independent Associates is dissolved or wound-up.
14. OBLIGATIONS UPON TERMINATION OR EXPIRATION
Upon termination or expiration of this Agreement with the exception of section 13.4, all rights granted
hereunder to Master Franchisee shall forthwith terminate and:
14.1 Master Franchisee shall immediately cease to operate the business licensed hereunder and shall
not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former
Master Franchisee of Braxton Independent Associates.
14.2 Master Franchisee shall immediately and permanently cease to use, in any manner whatsoever,
any confidential methods, procedures, and techniques associated with the System, the Proprietary Marks,
and all other Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated
with the System.
14.3 Master Franchisee shall promptly take such action as may be necessary to cancel any assumed
name or equivalent registration which contains the Proprietary Marks, and any registered user
agreements requested by Braxton Independent Associates, and Master Franchisee shall furnish Braxton Independent Associates with evidence
satisfactory to Braxton Independent Associates of compliance with this obligation within thirty (30) days after termination or
expiration hereof.
14.4 Master Franchisee shall immediately assign to Braxton Independent Associates all of Master Franchisee’s right, title
and interest in all franchise agreements, executed with Franchisees and shall promptly execute any and
all documents required in connection therewith as reasonably requested by Braxton Independent Associates.
14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate
any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the
Proprietary Marks, either in connection with such other business or the promotion thereof, which is likely
to cause confusion, mistake, or deception, or which is likely to dilute Braxton Independent Associates’ rights in and to the
Proprietary Marks, and further agrees not to use any designation of origin, description, representation,
trademarks or trade name which suggests or represents a past or present association or connection with
Braxton Independent Associates, the System, or the Proprietary Marks.
14.6 Master Franchisee shall promptly pay all sums owing to Braxton Independent Associates and its affiliates. In the
event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and
expenses, including reasonable attorneys’ fees, incurred by Braxton Independent Associates as a result of the default, which
obligation shall rise to and remain, until paid in full, a lien in favor of Braxton Independent Associates against any and all of
the personal property, furnishings, equipment, signs, and fixtures, owned by Master Franchisee at the
time of default.
14.7 Master Franchisee shall promptly assign to Braxton Independent Associates all unexpended monies in the
Cooperative Fund and shall provide such documents and information related thereto as Braxton Independent Associates
reasonably requests.
14.8 Master Franchisee shall pay to Braxton Independent Associates all damages, costs, and expenses, including
reasonable attorneys’ fees, incurred by Braxton Independent Associates subsequent to the termination or expiration hereof if
Braxton Independent Associates is successful in obtaining injunctive or other relief for the enforcement of any provisions of
this Section 14.
14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession
or under its control either directly or indirectly and notify Braxton Independent Associates of other known whereabouts or of
other Manuals or other documents which contain confidential information relating to the business
licensed hereunder and operation of the Braxton Independent Associates Centre.
14.10 All covenants, obligations, and agreements of Master Franchisees which by their terms or by
reasonable implication are to be performed, in whole or in part, after the termination or expiration of this
Agreement, shall survive such termination or expiration.
14.11 Master Franchisee shall comply with the covenants contained in section 15.3 hereof.
14.12 Upon the termination of this Agreement in accordance with Section 13.4, Master Franchisee shall
have the right, for a consideration of one (1) United Kingdom dollar, to purchase Braxton Independent Associates’ right, title and
interest in and to the System and the Proprietary Marks in the Territory.
14.13 Upon the occurrence of one of the events set forth in Section 13.4 or in the event of a final
unappealed judgement determined by a court of competent jurisdiction that Master Franchisee has the
right to terminate this Agreement based upon the default of Braxton Independent Associates, then in such events, the
following provisions of this Agreement shall be null and void; 14.4, 14.8, 14.12 and 18.3.
15. COVENANTS
15.1 Master Franchisee covenants that during the term hereof, expect as otherwise approved in
writing by Braxton Independent Associates, a shareholder of Master Franchisee or Master Franchisee’s manager shall devote
his full time and best efforts to the management and operation of the business licensed hereunder.
15.2 Master Franchisee acknowledges that it shall receive valuable specialized training and
confidential information, including, without limitation, information regarding the operational, sales,
promotional, and marketing methods and techniques of Braxton Independent Associates and the System. Master Franchisee
covenants that during the term hereof, neither Master Franchisee nor any of its officer, directors, affiliates,
or shareholders with an interest of five percent (5%) or more of the securities of Master Franchisee shall,
either directly or indirectly, expect as otherwise approved in writing by Braxton Independent Associates for itself, or through,
on behalf of, or in conjunction with, any person, persons, or legal entity:
(a) Divert or attempt to divert any business or customer of any Braxton Independent Associates Centre to any
competitor, by inducement or otherwise, or do or perform any other act injurious or
prejudicial to the goodwill associated with the Proprietary Marks and the System; and
(b) Own, maintain, advise, operate, engage in, be employed by, make loans to, have any
interest in, or relationship or association with, a business in the territory which offers the
same or similar products or services as those offered by the Braxton Independent Associates Centers.
15.3 Master Franchisee covenants that it shall not, without Braxton Independent Associates‘ prior written consent, for a
continuous, uninterrupted two (2) year period commencing upon the date of: (i) a transfer permitted
under Section 12 of this Agreement; (ii) expiration of this Agreement; (iii) termination of this Agreement
(regardless of the cause for termination with the exception of Section 13.4 of this Agreement); or (iv) a
final decision of an arbitrator or a court of competent jurisdiction (after all appeals have been taken) with
respect to any of the foregoing events or with respect to enforcement of this Section 15.3; either directly or
indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, or legal entity,
own, maintain, advise, operate, engage in, be employed by, make loans to, have any interest in, or
relationship or association with a business which offers the same or similar products or services as those
offered by the Braxton Independent Associates Centers, and which is located:
(a) Within the territory; or
(b) Within twenty (20) kilometers of any Centre operating under the System and the
Proprietary Marks.
15.4 The parties agree that each of the foregoing covenants shall be construed as independent of any
other covenant or provision hereof. If all or any portion of a covenant in this Section 15 is held
unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final
decision to which Braxton Independent Associates is a party, Master Franchisee expressly agrees to be bound by any lesser
covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by
law, as if the resulting covenant were separately stated in and made a part of this Section 15.
15.5 Master Franchisee expressly agrees that the existence of any claims it may have against
Braxton Independent Associates whether or not arising hereunder, shall not constitute a defense to the enforcement by
Braxton Independent Associates of the covenants in this Section 15.
15.6 Master Franchisee acknowledges that Master Franchisee’s violation of the terms of this Section 15
would result in irreparable injury to Braxton Independent Associates for which no adequate remedy at law may be available,
and agrees to pay all court costs and all legal fees incurred by Braxton Independent Associates in obtaining any injunctive or
other equitable or legal relief with respect to such conduct or action
15.7 Master Franchisee shall obtain execution of covenants of confidentiality and non-competition
similar to those set forth in Section 8.6 hereof and this Section 15 (including covenants applicable upon
the termination of a person’s relationship with Master Franchisee and covenants incorporating the terms
of Section 14 hereof, as modified to apply to an individual) from any or all of the following persons; (i) all
employees of Master Franchisee who have received training from Braxton Independent Associates; and (ii) all officers,
directors, and holders of five percent (5%) or more of the securities of Master Franchisee who are exposed
to the Manuals or other confidential information, and of any corporation directly or indirectly controlling
Master Franchisee. Master Franchisee shall furnish copies of such covenants to Braxton Independent Associates upon request.
Every covenant required by this Section 15.7 shall be in a form approved by Braxton Independent Associates, including,
without limitation, granting Braxton Independent Associates the independent right to enforce such covenants either (1) with
specific identification of Braxton Independent Associates as a third party beneficiary of, or (2) by making Braxton Independent Associates a par
to, such covenants. Not withstanding the provisions contained herein, neither Master Franchisee nor any
of the parties who may have executed the covenants of confidentiality and non-competition as is required
under the provisions of this Section 15.7 shall be deemed to be in default under such covenants in the
event that such parties may be acting in their capacity either individually or collectively as a Franchisee in
the operation of a Braxton Independent Associates Centre and who have executed a Franchise Agreement in accordance with
the provisions hereof.
16. MASTER FRANCHISEE AS A CORPORATION
16.1 Should Master Franchisee be a corporation it shall: (i) confine its activities, and its governing
documents shall at all times provide that its activities are confined exclusively to the business licensed
hereunder; (ii) maintain stop transfer instructions on its records (unless Master Franchisee is a publicly
held corporation) against the transfer of any equity securities and shall only issue securities upon the face
of which a legend, in a form satisfactory to Braxton Independent Associates, appears which references the transfer restrictions
imposed by this Agreement; and (iii) maintain a current list of all owners of record and all beneficial
owners of any class of voting stock of Master Franchisee and furnish the list to Braxton Independent Associates upon request.
A “publicly-held corporation” for purposes of this Section 16 means a corporation whose shares are
traded on any recognized national or regional securities exchange or national securities association.
17. TAXES, PERMITS AND INDEBTEDNESS
17.1 Master Franchisee shall promptly pay when due all taxes levied or assessed, including without
limitation, value -added taxes, unemployment and sales taxes, and all accounts and other indebtedness of
every kind incurred by Master Franchisee in the conduct of its business.
17.2 In the event of any bona fide dispute as to Master Franchisee’s liability for taxes assessed or other
indebtedness, Master Franchisee may contest the validity or the amount of the tax or indebtedness in
accordance with the procedures of the taxing authority or applicable law; however, in no event shall
Master Franchisee permit a tax or seizure by levy of execution or similar writ or warrant, or attachment
by a creditor, to occur against any of the assets of Master Franchisee’s business.
17.3 Any governmental charges relating to or arising out of this Agreement, or any amendment
hereto, in the form of registration fees, surtax, or any other similar governmental rates, taxes or charges
shall be paid (i) by Master Franchisee when such charges are due under any national or local law in effect
in the Territory, and (ii) by Braxton Independent Associates when such charges are due under any federal, provincial, or local
law in United Kingdom.
17.4 Master Franchisee shall comply with all national and local laws, rules, and regulations, and shall
timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of the
business licensed hereunder, including, without limitation, licenses to do business, sales tax permits and
fire clearances.
17.5 Master Franchisee shall notify Braxton Independent Associates in writing within five (5) days of the commencement
of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of
any court, agency, or other governmental instrumentality, which may adversely affect the operation or
financial condition of Master Franchisee.
18. INDEPENDENT CONTRACTOR; INDEMNIFICATION; THIRD PARTY RIGHTS
18.1 It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary
relationship between them; that Master Franchisee shall be an independent contractor; and, that nothing
herein is intended to constitute either party an agent, legal representative, subsidiary, joint ventures,
partner, employee, employer, joint employer, enterprise, or servant of the other for any purpose
whatsoever.
18.2 Master Franchisee acknowledges and agrees that it is not authorized to make any contract,
agreement, warranty, or representation on Braxton Independent Associates’ behalf, or to incur any debt or other obligation
in Braxton Independent Associates’ name; and that Braxton Independent Associates shall in no event assume liability for, or be deemed liable
hereunder as a result of, any such action; nor shall Braxton Independent Associates be liable by reason of any act or omission
of Master Franchisee in its conduct of the business licensed hereunder or for any claim or judgment
arising there from against Master Franchisee or Braxton Independent Associates. Master Franchisee shall indemnify and hold
Braxton Independent Associates and its affiliates, and their respective shareholders, directors, employees, and agents
harmless against any and all claims arising directly or indirectly from, as a result of, or in connection with
Master Franchisee’s operation of the business licensed hereunder, any Master Franchisee owned Centre,
and any Franchised Centre, as well as the costs, including attorneys’ fees, of defending against them
except if such claims arise as a result of (i) the fault or negligence of Braxton Independent Associates (ii) the use by Master
Franchisee or any Franchisee of any of the Proprietary Marks in accordance with this Agreement.
18.3 Except as provided in Section 14.14 herein, Braxton Independent Associates and Master Franchisee agree that
Braxton Independent Associates shall be a third party beneficiary of each Franchise Agreement and shall following the
termination or expiration of this Master Franchise Agreement have the independent right to enforce each
obligation of any Franchisee to Master Franchisee under any Franchise Agreement as if such obligation
was independently owned to Braxton Independent Associates.
19. MISCELLANEOUS
19.1 Braxton Independent Associates makes no warranties or guarantees upon which Master Franchisee may rely, and
assumes no liability or obligation to Master Franchisee, by providing any waiver, approval, consent, or
suggestion to Master Franchisee in connection with this Agreement, or by reason of any neglect, delay, or
denial of any request thereof. No delay, waiver, omission or forbearance on the part of Braxton Independent Associates to
exercise any right, option, duty, or power arising out of any breach or default by Master Franchisee, or by
any other franchisee, of any of the terms, provisions, or covenants thereof, shall constitute a waiver by
Braxton Independent Associates to enforce any such right, option, or power as against Master Franchisee, or as to a
subsequent breach or default by Master Franchisee. Subsequent acceptance by Braxton Independent Associates of any
payments due to it hereunder shall not be deemed to be a waiver by Braxton Independent Associates of any preceding or
succeeding beach by Master Franchisee of any terms, covenants, or conditions of this Agreement.
19.2 Any and all notices furnished pursuant to this Agreement shall be in writing in the English
language, and shall be delivered personally or by any means providing a receipt for delivery including,
without limitation, facsimile transmission, to the post office, or other recognized overnight delivery
service for transmittal to the addressee at the following addresses unless and until a different address has
been designated by written notice to the other party:
If to Braxton Independent Associates:
If to Master Franchisee:
Any notice shall be deemed to have been given at the date and time of delivery or of attempted delivery.
19.3 This Agreement, and any attachments hereto, constitute the entire and complete agreement
between Braxton Independent Associates and Master Franchisee concerning the subject matter hereof, and supersede any
and all prior agreements. Except for those permitted hereunder to be made unilaterally by Braxton Independent Associates,
no amendment, change, or variance from this Agreement shall be binding on either party unless mutually
agreed to by the parties and executed by their authorized officers or agents in writing.
19.4 The official text of this Agreement shall be the English language text. All reports, records,
materials, and any other communications between the parties hereto required or permitted hereunder
shall be in the English language.
19.5 Except as expressly provided to the contrary herein, each portion, section, part, term and/or
provision hereof shall be considered severable; and if, for any reason, any portion, section, part, term,
and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or
future law or regulation by a court or agency having valid jurisdiction, such shall not impair the
operation of, or have any other effect upon, such other portions, sections, parts, terms, and/or provisions
hereof as may remain otherwise intelligible; and the latter shall continue to be given full force and effect
and bind the parties hereto; and the invalid portions, sections, parts, terms and/or provisions shall be
deemed not to be a part hereof.
19.6 Master Franchisee expressly agrees to be bound by any promise or covenant imposing the
maximum duty permitted by law which is subsumed within the terms of any provision hereof, as though
it were separately articulated in and made a part hereof, that may result from striking from any of the
provisions hereof any portion or portions which a court may hold to be unreasonable and unenforceable
in a final decision to which Braxton Independent Associates is a party, or from reducing the scope of any promise or covenant
to the extent required to comply with such court order.
19.7 Any provision or covenant of this Agreement which expressly or by its nature imposes
obligations beyond the expiration or termination of this Agreement shall survive such expiration or
termination.
19.8 If during the term of this Agreement Braxton Independent Associates or an affiliate develops one or more other
business concepts relating directly to the business operated at a Braxton Independent Associates Centre, Braxton Independent Associates agrees
to grant Master Franchisee the exclusive right to develop any such concept within the Territory.
20. APPLICABLE LAW; DISPUTE RESOLUTION
20.1 This Agreement shall be interpreted and construed exclusively under the laws of the Province of
[province] and the laws of United Kingdom applicable therein, which shall prevail in the event of any conflict of
law.
20.2 Except as provided in Section 20.4 hereof, any claim or controversy arising out of, or related to,
this Agreement, or the making, performance, breach, or interpretation thereof shall be finally settled by
arbitration pursuant to the then prevailing Commercial Arbitration Rules of the Province of [province]. If
the parties are unable to agree upon an arbitrator to hear and decide upon such claim, each party hereto
shall select one arbitrator and the two so selected shall select a third. All arbitration proceedings shall
take place in [city], [province]. The law applicable to the arbitration award shall be final and binding
upon the parties and may be enforced in any court of competent jurisdiction; that such award or awards
shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues or
accountings presented or pled to the arbitrators; that such award or awards shall be made and shall be
promptly payable in United Kingdom dollars, free of any tax, deduction, or offset; and that any costs, fees, or
taxes incident to enforcing such award(s) shall, to the maximum extent permitted by law, be charged
against the party resisting such enforcement. The prevailing party in any such arbitration proceeding
shall be entitled to recover its expenses, including reasonable attorneys; fees and accounting fees, in
addition to any other relief to which it is found entitled. The award shall indicate interest from the date of
any damages incurred for any breach or other violation of this Agreement and from the date of the award
until paid in full, at a rate to be fixed by the arbitrator, but in no event less than percent (
%) or the highest rate permitted by law, whichever is less. Any arbitration proceeding shall be
limited to controversies between Braxton Independent Associates and Master Franchisee and shall not be expanded to
include any other Master Franchisee or Franchisee as a party.
20.3 Prior to the initiation of arbitration by either party pursuant to Section 20.2, the parties shall make
a good faith effort to resolve any controversies between them by mediation in [city], [province], either
through a mutually acceptable mediator or through an established mediation service. No arbitration
proceeding may be commenced until the earlier of sixty (60) days from written notice by one party to the
other of a request to initiate mediation, or the mutual agreement by both parties that mediation has been
unsuccessful in resolving the existing controversy. Braxton Independent Associates and Master Franchisee shall share equally
in the cost of any mediation.
20.4 Nothing herein contained shall bar Braxton Independent Associates’ right to seek injunctive relief without the
posting of any bond or security to obtain the entry of temporary and permanent injunctions and orders of
specific performance enforcing the provisions of this Agreement relating to Master Franchisee’s: (i)
ownership or use of the Proprietary Marks; (ii) obligations upon termination or expiration of the
Agreement; (iii) assignment or proposed assignment of this Agreement, or any ownership interest in
Master Franchisee; or (iv) actions covered by the provisions of Section 8 or 15 hereof. Braxton Independent Associates also
shall be able to seek injunctive relief to prohibit any act or omission by Master Franchisee or its
employees that constitutes a violation of any applicable law, is dishonest or misleading to Master
Franchisee’s customer or to the public, or which may impair the goodwill associated with the Proprietary
Marks; and Master Franchisee agrees to pay all costs and all legal fees incurred by Braxton Independent Associates in
obtaining such relief.
21. EFFECTIVE DATE; GOVERNMENTAL APPROVALS
21.1 The Effective Date of this Agreement shall be the date of execution of this Agreement.
21.2 Braxton Independent Associates shall obtain all approvals, consents, permits and licenses necessary to enter into,
make enforceable the terms of, or to perform under, this Agreement from all governmental, fiscal, and/or
other proper authorities which by the applicable laws and regulations of the Territory.
21.3 In obtaining any such approval, consent, permit or license, Master Franchisee shall assist
Braxton Independent Associates, as requested, in responding to any inquiry in writing to any governmental or other proper
authority.
21.4 If, at any time during the term of this Agreement, any government or agency thereof should
require, directly or indirectly, alteration or modification of any term or condition of this Agreement, or of
the performance of the parties hereunder, Braxton Independent Associates agrees to use its best efforts to comply with such
request.
21.5 If, in connection with any required government approval described in Sections 21.2 or 21.3
hereof, a translation of this Agreement or any Franchise Agreement is required, Master Franchisee shall
have such translation prepared at its sole cost and expense, and shall submit such translation to
Braxton Independent Associates for its prior written approval prior to submission to any government authority.
21.6 The parties hereto confirm that it is their wish that this Agreement, as well as other documents
relating thereto, including Notices, have been and shall be drawn up in the English language only. Les
parties aux presentes conferment leur volonte que cette convention de meme que tous les documents, y
compris tout avis qui s’y rattache, soient rediges en langue anglaise.
IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement on the
day and year first above written.
Braxton Independent Associates WITNESS
BY:________________________________ __________________________________
Title:_______________________________
MASTER FRANCHISEE WITNESS
BY:________________________________ __________________________________
Title:_______________________________

ATTACHMENT A
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
As an inducement to Braxton Independent Associates (“Braxton Independent Associates “) to execute the Master Franchise Agreement (“Master
Franchisee Agreement”) with ____________, a company incorporated under the United Kingdom Business
Corporations Act (“Master Franchise”) dated ____________, and in consideration of Braxton Independent Associates
executing the Master Franchise Agreement, and for the consideration of one dollar ($1.00), receipt of
which is hereby acknowledged, Guarantors jointly and severally agrees as follows;
1. ________________ has acquired the rights for [province] (subject to clause 21.6 of the Master
Franchise Agreement) to a unique and distinctive system relating to the establishment and
operation of Braxton Independent Associates Centers which bear the trade mark “Braxton Independent Associates“.
2. Guarantors shall not, during or after the term hereof, communicate, divulge, or use for the benefit
of any other person, persons, partnership, association, or corporation, any confidential
information knowledge, or know-how concerning the methods of operation of the Master
Franchisee or any Braxton Independent Associates Centre which may be communicated to Guarantors or of which
Guarantors may be apprised by virtue of Guarantors’ operation of the business licensed in
conjunction with the Master Franchise Agreement, Any and all information, knowledge, knowhow,
and techniques which Braxton Independent Associates designates as confidential shall be deemed confidential
for purposes hereof. The foregoing undertaking shall not apply to any such information,
knowledge, know-how and techniques which Guarantors can demonstrate was in the public
domain at the time of disclosure of such information to Guarantors by Braxton Independent Associates or
subsequently thereafter becomes public knowledge.
3. Guarantors acknowledges that it shall receive valuable specialized training and confidential
information, including, without limitation, information regarding the operational, sales,
promotional, and marketing methods and techniques of Braxton Independent Associates and the System. Guarantors
shall not during the term of the Master Franchise Agreement:
a. Divert or attempt to divert any business or customer of any Braxton Independent Associates Centre to
any competitor, by inducement or otherwise, or do or perform any other act injurious
or prejudicial to the goodwill associated with the Proprietary Marks and the System;
and
b. Own, maintain, advise, operate, engage in, be employed by, make loans to, have any
interest in or association with a business which offers the same or similar products or
services as those offered by the Braxton Independent Associates Centers.
4. Except as provided in Section 14.14 of the Master Franchise Agreement, Guarantors covenant that
they shall not, without Braxton Independent Associates’ prior written consent, for a continuous, uninterrupted two
(2) year period commencing upon the date of: (a) a transfer permitted under Section 12 of the
Master Franchise Agreement; (b) expiration of the Master Franchise Agreement: (c) termination
of the Master Franchise Agreement (regardless of the cause for termination with the exception of
Section 14.14 of the Master franchise Agreement): or (d) a final decision of an arbitrator or a court
of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing
events or with respect to enforcement of this Agreement; either directly or indirectly, for itself, or
through, on behalf of, or in conjunction with any person, persons, or legal entity, own, maintain,
advise, operate, engage in, be employed by, make loans to, have any interest in, or relationship or
association with a business which offers the same or similar products or services as those offered
by the Braxton Independent Associates Centers, and which is located within United Kingdom, or within twenty (20)
kilometers of any Braxton Independent Associates Centre operating under the system and the Proprietary Marks.
5. Guarantors acknowledge that any failure to comply with the requirements of this Agreement will
cause Braxton Independent Associates irreparable injury for which no adequate remedy at law may be available, and
Guarantors agree that Braxton Independent Associates may seek, and Guarantors agrees to pay, all court cost and all
legal fees incurred by Braxton Independent Associates in obtaining an order for injunctive or other legal or equitable
relief with respect to the requirements of this agreement.
6. Guarantor expressly agrees that the existence of any claims it may have against Braxton Independent Associates,
whether or not arising hereunder, shall not constitute a defense to the enforcement by
Braxton Independent Associates of this Agreement.
7. This Agreement shall be construed under the laws of the Province of [province] and the laws of
United Kingdom applicable therein.
IN WITNESS WHEREOF, EACH OF THE UNDERSIGNED HAS SIGNED THIS GUARANTEE AS
OF THE DATE OF THE MASTER FRANCHISE AGREEMENT.
GUARANTOR GUARANTOR
__________________________ _______________________________
Signature Signature
___________________________ ______________________________
Printed Name Printed Name
___________________________ ______________________________
Street Address Street Address
____________________________ ______________________________
City and Province City and Province
COUNTERSIGNED:
Braxton Independent Associates
BY:_________________________________
Title_________________________________

ATTACHMENT B
GUARANTEE
Reference is made herein to a Master Franchise Agreement (“the Agreement”) dated the ___ day of
_______,2011, entered into among Braxton Independent Associates (“Braxton Independent Associates“) and ___________ (Master Franchise”) in
respect of the grant of a Master Franchise for [province].
The undersigned hereby acknowledge having taken cognizance of the provisions of the Agreement and
declare having an interest in guaranteeing the payment by Master Franchisee to Braxton Independent Associates in the
amount of Dollars ($ ) and referred to in Section 3.1.2
of the Agreement.
In consideration of the sum of one dollar ($1.00) and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned, jointly and severally with Master
Franchisee, hereby guarantee and covenant that Master Franchisee shall pay the amount of
Dollars ($ ) in accordance with the provisions of
Section 3.1.2. of the Agreement.
The undersigned acknowledge that their liability hereunder shall be absolute and unconditional and they
shall for all purposes of this Guarantee be regarded as being in the same position as Master Franchisee.
All amounts recoverable from the Undersigned shall be recoverable from the undersigned as sole or
principle debtor in respect thereof. The undersigned hereby expressly waive any form whatsoever of
presentment. Notice, protest, demand or diligence.
Braxton Independent Associates shall not be obligated to exercise or exhaust its recourses against Master Franchisee before
exercising their rights hereunder.
This Guarantee shall be governed by and construed and enforced in accordance with the laws of the
Province of [province].
DATED at ____________________ this _____ day of ______________, _______.
GUARANTOR GUARANTOR
__________________________ _______________________________
Signature Signature

EXHIBIT A
to Braxton Independent Associates MASTER FRANCHISE AGREEMENT
DEVELOPMENT SCHEDULE
MINIMUM CUMULATIVE NUMBER OF Braxton Independent Associates
CENTERS OPEN AND IN OPERATION BY THIS DATE
A minimum of [minimum no] by: [date]
[list]
And each year thereafter during the term of this Agreement.

EXHIBIT B
to Braxton Independent Associates MASTER FRANCHISE AGREEMENT
PROPRIETARY TRADE MARKS
[list]

EXHIBIT C
to Braxton Independent Associates MASTER FRANCHISE AGREEMENT
FRANCHISE AGREEMENT
[attach copy]

………………………………………….
MASTER BRAXTON INDEPENDENT ASSOCIATES
FRANCHISE AGREEMENT
This Agreement (this “Agreement”) is made as of Insert Date
Between Braxton Independent Associates (Hereinafter called “Franchisee”),
With offices in ……………… (Hereinafter called “Franchisor”), and
RECITALS
A. Franchisor has the exclusive right to use and sublicense certain
Trade names, Trademarks and service marks, including the name
“BRAXTON INDEPENDENT ASSOCIATES,”
Which have been registered on ………………………………………
Patent and Trademark Office, with other appropriate agencies in
other trademarks and service marks which are not registered or which are pending registration, are hereinafter collectively called BRAXTON INDEPENDENT ASSOCIATES Marks”);
B. Franchisor has developed a system for the promotion and assistance of independently owned and operated INSERT BUSINESS NATURE, including policies, procedures and techniques designed to enable such offices to compete more effectively in the INSERT BUSINESS NATURE sales market (which system is hereinafter called the “BRAXTON INDEPENDENT ASSOCIATES System”).
The BRAXTON INDEPENDENT ASSOCIATES System includes, but is not limited to, common use and promotion of certain BRAXTON INDEPENDENT ASSOCIATES Marks, copyrights, trade secrets, centralised advertising programmes, recruiting programmes, referral programmes and sales and management training programmes. Franchisor has from time to time revised and updated the BRAXTON INDEPENDENT ASSOCIATES System and plans to continue to do so as required in its best judgment;
TERMS OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing business, and for other good and valuable consideration, the delivery, receipt and sufficiency of which are hereby acknowledged; and further, in accordance with and pursuant to all terms, conditions, covenants, agreements, representations and warranties contained herein, the parties hereby mutually agree as follows:
1. GRANT OF FRANCHISE
The parties hereby agree that this Agreement amends, restates and supersedes all prior franchise agreements (the “Old Agreements”) between the parties under which INSERT BUSINESS NATURE by Franchisee were operating.
2. TERM OF FRANCHISE
The term of this Franchise shall be for a period of fifty (50) years, commencing on the date hereof.
3. LIMITED RENEWABILITY OF FRANCHISE
A. Upon the expiration of each term hereof (other than upon a termination by Franchisor), Franchisee shall have the option to extend the term hereof for an additional term of insert years, provided that, Franchisee complies with all of the following:
(i) At the time of the extension of the term hereof, Franchisee shall not be in material default under Franchisee’s existing Franchise Agreement or any other agreement or obligation Franchisee may have with Franchisor (such as other BRAXTON INDEPENDENT ASSOCIATES franchise agreements), including, but not limited to, Franchisee’s obligations to (x) pay royalty fees and National Advertising Fund contributions,
(ii) Franchisee shall deliver to Franchisor written notice of Franchisee’s intent to extend the term hereof not more than one hundred eighty (180) days and not less than ninety (90) days prior to the Expiration Date of the term under which Franchisee is then operating; if no such notice has been received by Franchisor at least ninety (90) days but not more than one hundred eighty (180) days prior to said Expiration Date, then Franchisee’s option to extend the term hereof shall be extinguished and Franchisor shall have the right, during the ninety (90) day period prior to said Expiration Date, subject to local law, and notwithstanding any other provision of this Agreement, to market, grant, place and/or operate franchises in the general vicinity of any of Franchisee’s Approved Locations. Upon receipt of such notice, the term hereof shall automatically and without further action be extended to a date 50 years from the date the term of this Agreement was otherwise to terminate;
(iii) Franchisee, as a condition for extending the term hereof, shall make such reasonable expenditures as Franchisor may require, pursuant to Paragraph 11C(ix), as are necessary to conform with Franchisor’s standards and
(v) Franchisee shall pay no initial franchise fee or renewal fee in connection with extending the term hereof under the terms of this Paragraph 3.
OTHER THAN AS SET FORTH IN THIS PARAGRAPH 3, NEITHER PARTY HAS RENEWAL RIGHTS.
4. NAME OF FRANCHISE
A. Unless otherwise consented to in writing by Franchisor, Franchisee’s offices shall operate under the trade names set forth in Schedule 1 attached hereto, which for each office will include the words “BRAXTON INDEPENDENT ASSOCIATES” followed by the applicable office identifier, (hereinafter individually called a “Franchisee BRAXTON INDEPENDENT ASSOCIATES trade name”) and shall use no other name(s) in connection with any operations conducted at or from the applicable location specified in Paragraph 5 hereof or on computer communication services such as the Internet. Franchisee may operate its business through wholly-owned subsidiaries. Unless otherwise consented to in writing by Franchisor, in every visual display in which the BRAXTON INDEPENDENT ASSOCIATES modern building logo is used the portion of every Franchisee BRAXTON INDEPENDENT ASSOCIATES trade name immediately following the words BRAXTON INDEPENDENT ASSOCIATES, or other approved words, shall be in a five-to-one size relationship with the BRAXTON INDEPENDENT ASSOCIATES and logo, as required in the Operations Manual, and the total appearance of every Franchisee BRAXTON INDEPENDENT ASSOCIATES trade name and other identifying words must be approved in advance in writing by Franchisor. Franchisor reserves the right to review and require corrections

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