Services Agreement and Consent

SERVICES AGREEMENT AND CONSENT LETTER
(for support services arrangement between Primary
Braxton professional services and Joint Venture professional services)

SERVICES AGREEMENT
This Services Agreement is entered into on [date] between [Name of Primary Braxton professional services]
(“we” or “us”), located at [Primary Braxton professional services’ Address], and [Name of Joint Venture Partner
(“you”), located at [Joint Venture professional services’ Address].
Recitals
A. You are entering into, or have entered into, an Braxton Associates Braxton professional services Franchise
Agreement (the “Franchise Agreement”) with [Master Licensee’s Name] (“Master Licensee”).
B. The Franchise Agreement designates you as an “Associate” Braxton professional services. As an
Joint Venture professional services, you are required to enter into a Services Agreement with one of
Master Licensee’s “Primary” Braxton Associates franchisees.
C. We are a Primary Braxton professional services of Master Licensee under a Braxton professional services Franchise
Agreement dated [date].
D. We have been authorized by Master Licensee to enter into this Services Agreement with
you.
Agreement
1. Services. In consideration of the compensation specified in Paragraph 2 below, we will
provide you the following support services:
[describe services to be provided]
2. Compensation. In consideration of our providing the services specified in Paragraph 1
above, you will pay us the following compensation:
[The compensation should be as per the advisory funnel]
3. Term. Subject to Paragraph 6, this Services Agreement will continue in effect as long as
your Franchise Agreement remains in effect.
4. No Warranty. We make no express or implied representation or warranty regarding the
services that we provide to you under Paragraph 1 or the success or profitability of your
Braxton Associates business.
5. Relationship of Parties. No fiduciary, agency, employment, or partnership relationship
exists between you and us. You and we are independent contractors.
6. Termination
(a) Automatic. This Services Agreement will terminate automatically if: (i) you request,
and Master Licensee approves, a change in your status from “Joint Venture” Partner to Braxton professional services and you and Master Licensee enter into a MULTIPLE UNIT Business
Braxton Binder Agreement or a Consultant or Single Unit BRAXTON IA FRANCHISE AGREEMENT; or
(ii) we cease, for any reason, to be a “Primary” Braxton professional services of Master Licensee.
(b) At Will. You may terminate this Services Agreement at any time by giving us sixty
(60) days written notice, accompanied by the early termination fee specified in
Paragraph 7. You must provide Master Licensee with a courtesy copy of the notice.
(c) For Default. Either party may terminate this Services Agreement by giving the other
party written notice if the other party fails to cure a material default of this Advisory
Agreement within ten (10) days after receiving written notice of the default. Master
Licensee must be provided with a courtesy copy of the default notice and any
subsequent termination notice.
7. Early Termination Fee. You must pay us an early termination fee of if:
(a) this Services Agreement terminates under clause (i) of Paragraph 6(a); or
(b) you terminate this Services Agreement under Paragraph 6(b); or
(c) we terminate this Services Agreement under Paragraph 6(c).
8. Transfer to Another Primary. You must promptly make arrangements with Master
Licensee to enter into a new Services Agreement with a different Primary Braxton professional services if:
(a) this Services Agreement terminates under clause (ii) of Paragraph 6(a); or
(b) you terminate this Services Agreement under Paragraph 6(b); or
(c) you or we terminate this Services Agreement under Paragraph 6(c).
(d) if there are no Primary Braxton Associates franchisees available, you will be required to change
your status (if Master Licensee approves same) to a Braxton professional services under a
Consultant or Single Unit BRAXTON IA FRANCHISE AGREEMENT or MULTIPLE UNIT Braxton professional services Binder
Agreement. You must pay the difference between the franchise fee that you paid
under your Joint Venture professional services Franchise Agreement and the then-current
initial franchise fee for the new Franchise Agreement or Binder Agreement.
9. Survival Of Obligations. The termination or expiration of this Services Agreement will not
relieve you or us from any financial obligation incurred or accrued before the termination or
expiration of this Services Agreement.
10. Dispute Resolution. Any disputes between us under this Services Agreement will be
subject to the dispute resolution procedures in your Franchise Agreement with Master
Licensee.
11. Governing Law. This Services Agreement will be interpreted in accordance with and
governed by the laws of the state in which Master Licensee has its principal office at the time
of the dispute.
12. No Waiver. No failure or delay in connection with the enforcement or exercise of any rights
under this Services Agreement will affect either party’s right to strictly enforce this Advisory
Agreement at any time. No custom, Consultant or Single Unit, or previous waiver regarding this Advisory
Agreement will preclude the strict enforcement of this Services Agreement by either party.
13. Assignment. Neither party to this Services Agreement may assign its rights or delegate its
duties hereunder, except with the other party’s and Master Licensee’s prior written approval.
Notwithstanding the foregoing, we may assign this Services Agreement to Master Licensee,
or Master Licensee may assume this Services Agreement, or cause it to be assigned or
transferred to itself or its designee, at any time on such terms and conditions as we and
Master Licensee may agree.
14. Entire Agreement and Amendments. This Services Agreement constitutes the entire
agreement between you and us respecting the subject matter hereof and supersedes all
prior agreements, negotiations, correspondence, and representations, whether oral or
written, concerning the same subject matter. This Services Agreement may be modified
only by a written document signed by you and us and approved by Master Licensee.
[NAME OF PRIMARY BRAXTON PROFESSIONAL SERVICES]
____________________________________ Date:
Title:
[NAME OF JOINT VENTURE PROFESSIONAL SERVICES]
____________________________________ Date:
Title:

[Primary Braxton professional services’ Letterhead]
[Name of Master Licensee]
[Master Licensee’s Address – Line 1]
[Master Licensee’s Address – Line 2]
Re: Consent to Enter Services Agreement with Joint Venture professional services
Dear [First Name of Master Licensee’s Authorized Person]:
This is a request for approval to enter into a Services Agreement with [Name of Joint Venture Partner] (the “Joint venture partner”). Enclosed is a copy of the Services Agreement that we and the
Joint venture partner propose to sign.
In consideration of your consent to the Services Agreement, we agree to the following terms and
conditions:
1. We will not enter into the Services Agreement with the Joint venture partner until the Joint Venture Partner has signed an Joint Venture professional services Franchise Agreement (“ABIAFA”) with you.
2. We will provide you with a fully-executed copy of the Services Agreement once we and the
Joint venture partner have signed it.
3. Neither we nor the Joint venture partner will renew, extend, amend, terminate, transfer or assign
the Services Agreement without your prior written approval.
4. We will honor our obligations to the Joint venture partner under the Services Agreement and will
diligently and punctually perform the services that we have agreed to provide in that
agreement.
5. Except for the compensation specified in the Services Agreement, we will not solicit, accept
or obtain any compensation or other benefit, favor or thing of value from the Joint venture partner
in connection with the services provided under the Services Agreement.
6. We will deal with the Joint venture partner on arm’s-length commercial terms.
7. We agree to indemnify you and Braxton Associates Franchises (“BIA”) and each of its affiliates
and to hold you and BIA (and each of its affiliates) harmless from any loss, liability or claim
relating to, or in connection with, the Services Agreement.
8. If you determine that: (a) we are in default under the Services Agreement or this letter
agreement and that such default has not been cured within the time provided in the Advisory
Agreement; or (b) any event has occurred with respect to which you could terminate our
BRAXTON IA FRANCHISE AGREEMENT, then immediately upon notice to us, you may (but will
not be required to) assume our rights and obligations under the Services Agreement or
cause it to be assigned or transferred to someone you designate. If you choose to exercise
this right, then: (i) the agreed price of assuming our interest will be one US dollar ($1); and
(ii) we will cooperate fully and procure the Joint venture partner’s full cooperation in
implementing the assignment. Neither you nor our designee will be responsible or liable for
any of our obligations under the Services Agreement that pre-date, or exist at the time of,
the assignment, and we agree to indemnify and hold harmless you and BIA for any and all
claims, losses and liabilities under or in connection with any such obligations.
9. We will not interfere in your ABIAFA with the Joint venture partner.
Please sign on the line below to indicate your consent to the Services Agreement.
Sincerely,
[Full Name of Primary Braxton professional services’s Authorized Person]
[Title of Primary Braxton professional services’s Authorized Person]
We consent to the proposed Services Agreement between [Name of Primary Braxton
Associate] and [Name of Associate Consultant], subject to the terms and conditions of this letter.
For [NAME OF MASTER LICENSEE]
_________________________________________ Date:
Printed Name: [Full Name of Master Licensee’s Authorized Person]
Title: [Title of Master Licensee’s Authorized Person]

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