Franchisee’s Obligations. On and after the Effective Date of Termination or Expiration of this Agreement, Franchisee must comply with the following duties: 1. Within 1O days following the Effective Date of Termination or Expiration of this Agreement, Franchisee shall pay all fees and other amounts owed to Company, including, without limitation, late charges and interest on any late payments. Royalty Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, Franchisee shall also pay to Company all damages, costs and expenses and reimburse Company for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under this Agreement in the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments shall be accompanied by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreement, whichever occurs later. 2. Franchisee shall permanently cease using, in any manner whatsoever, all rights and property incorporated within or associated with the Southern Hospitality System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality System. Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by Franchisee. 3. Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents to the assignment, without compensation, as of the Effective Date of Termination or Expiration. 4. Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies of the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the same. 5. With respect to the Franchise LOC!3tion, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality System. Company's right to accept an assignment of the Lease is independent of Company's.right to acquire the physical assets in the Franchise Location on the terms of this Agreement. 6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents. 7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information. 8. Franchisee shall keep and maintain all business records pertaining to the business conducted at the Franchised Business for 7 years after the Effective Date of Termination or Expiration of this Agreement. During this period, Franchisee shall permit Company to inspect such business records as frequently as Company deems necessary.
Appears in 1 contract
Samples: Franchise Agreement (Bourbon Brothers Holding Corp)
Franchisee’s Obligations. On The Franchisee covenants and after the Effective Date of Termination or Expiration of this Agreement, Franchisee must comply agrees in Principal with the Franchisor that it will perform and observe the following dutiescovenants and conditions:
1. Within 1O days following the Effective Date of Termination or Expiration of this Agreement, The Franchisee shall pay all fees and other amounts owed to Company, including, without limitation, late charges and interest on any late payments. Royalty Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after commence the Effective Date of Termination or Expiration of this Agreement until business from the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, Franchisee shall also pay to Company all damages, costs and expenses and reimburse Company for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under this Agreement in the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments shall be accompanied by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreement, whichever occurs latercommencement date.
2. The Franchisee shall permanently cease using, in any manner whatsoever, all rights do and property incorporated within or associated with maintain the Southern Hospitality System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality System. Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use fit outs of the Southern Hospitality Licensed Marks. Continued use by Franchisee store as per the specifications of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by FranchiseeFranchisor.
3. Franchisee shall cease using all telephone numbers purchase the products from the Franchisor for the store and business directory listings used shall not purchase the same from any other source or use any other product in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents to the assignment, without compensation, as of the Effective Date of Termination or Expirationsubstitution thereof.
4. Franchisee shall immediately cease using andpurchase all items or material from the Franchisor or the vendor approved by the Franchisor, within 48 hours after for operating the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies of business in the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the samestore.
5. With respect The Franchisee shall be responsible for all expenses for setting up including equipments of the outlet and its décor, designing and furnishing, rent, operational expenses, maintenance, emoluments of the employees, training expenses, and any other expenses related to the Franchise LOC!3tion, Company may, pursuant Business.
6. The Franchisee shall not return to the Addendum to Lease, accept an assignment Franchisor any unsold food of the Lease, in which case, upon written notice from Company, franchise outlet for disposal.
7. The Franchisee shall forthwith vacate bear all the Franchise Locationdelivery cost of the products for the franchise outlet.
8. The Franchisee shall maintain at all times the interior and exterior of the outlet in a good state of repair and decoration subject to wear and tear of normal use. If, leaving it in good condition and repair at any time, the Franchisor is reasonably of the opinion that the Franchisee is not complying with all fixtures and equipment not capable of being removed without damage such obligations, the Franchisor shall notify to the Franchise LocationFranchisee, or which the Lease forbids action it requires from the Franchisee in order to be removedensure compliance with such obligations. In such event, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and own expense, comply with such requirements forthwith within twenty Thirty (2030) days after Days of receipt of such notice.
9. The Franchisee shall at all times during the Effective Date subsistence of Termination the present agreement, keep required number of qualified and experienced technical and administrative staff at the approved location for the Franchise Business.
10. The Franchisee shall ensure that all staff members attend the Initial Training provided by the Franchisor before the commencement of the Franchise Business.
11. The Franchisee shall purchase all the equipment such as refrigerators, oven, utensils, crockery etc, to be used in the Franchise Business from the vendors specified/approved by the Franchisor.
12. The Franchisee shall purchase all the equipments, machinery and products including the raw material required for the operation of the Franchise Business in the shop from the vendors/ dealers specified by the Franchisor.
13. The Franchisee shall at all times maintain the outlet in the highest degree of sanitation, hygine, repair and cleanliness. The Franchisee hereby agrees to make any additions, alterations, repairs and replacements that the Franchisor may reasonably require including, but not limited to such periodic repainting, equipment repairs and replacement of obsolete signs, furniture, fixtures, equipment, and floor coverings (including carpet and tile) as the Franchisor may reasonably direct.
14. The Franchisee shall serve, sell, or Expirationoffer for sale, remove only such food items as are listed as standard menu items in the Operational Manual and in the same recipes as specified by the Franchisor.
15. The Franchisee shall only sell the products of the Franchisor, from the outlet and shall under no circumstances sell products under any other brand(s).
16. The Franchisee shall not offer for sale any item or product at a price more than that fixed by the Franchisor.
17. The Franchisee shall not sell any item not Authorized by the Franchisor and shall not sell portions larger or smaller in quantity than what is specified by the Franchisor in the Operational Manual. The Franchisee shall maintain all signs and other physical and structural features that readily identify the site raw materials in sufficient supply at all times. The Franchisee shall immediately discontinue serving, selling or offering for sale any product as a Southern Hospitality Restaurantthe Franchisor may, in its sole discretion, disapprove in writing at any time.
18. In case of any Customer Complaints received regarding the quality of food or beverages sold at the outlet, the Franchisee shall offer a manner acceptable quick Grievance Redressal Mechanism and in case of the customer approaching the court, the liability for any penalty imposed or any other action will solely rest with the Franchisee and no obligation shall pass on to Companythe Franchisor.
19. The Franchisee shall not sell any stale or expired products from the store.
20. The Franchisee covenants with the Franchisor that all the promotional/advertising schemes like loyalty card etc. which will be introduced by the Franchisor will have to be duly honored by the Franchisee and all the financial burden by giving discounts if any will be borne by the Franchisee and no other.
21. The Franchisee shall offer discount schemes on the Franchise Business, so on the written approval/ instruction of the Franchisor.
22. The Franchisee shall always provide electronic bills to the customers. If due to any reason, the Unit Franchisee has to provide manual bills, the Franchisee shall inform the Franchisor in advance.
23. The Franchisee shall ensure that the former visual merchandise, signages and graphics, etc. are kept in working order at all times during the operation timelines at the approved location.
24. The Franchisee shall ensure full compliance by itself and its staff of the standards and policies of the Franchisor, including compliance with Operational Manual.
25. The Franchisee shall maintain a strict rule of norms for the working of the Franchise Location no longer suggests or indicates Business in terms of timings, customer service, etc.
26. The Franchisee shall maintain a monthly report of the operation of the Franchise Business, the business generated, revenues collected and marketing activities undertaken by the Franchisee, in the format specified by the Franchisor.
27. The Franchisee shall place upon all letter heads, stationery, bills, invoices and all other documents and literature used in connection with the Southern Hospitality System. Company's right Business, in such manner and place as the Franchisor may direct, the following words (or such other words to accept an assignment similar effect as may from time to time be specified by the Franchisor): “A Franchise Owned and Operated by [Name of the Lease is independent Franchisee] under License from [Name of Company's.right to acquire the physical assets in the Franchise Location on the terms of this AgreementFranchisor]”.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. Franchisee shall keep and maintain all business records pertaining to the business conducted at the Franchised Business for 7 years after the Effective Date of Termination or Expiration of this Agreement. During this period, Franchisee shall permit Company to inspect such business records as frequently as Company deems necessary.
Appears in 1 contract
Samples: Franchise Agreement
Franchisee’s Obligations. On and after the Effective Date of Termination or Expiration of this Agreement, Franchisee must comply with the following duties:
1. (a) Within 1O 10 days following the Effective Date of Termination or Expiration of this Agreement, Franchisee shall pay all fees Continuing Fees and other amounts owed to Company, including, without limitation, late charges and interest on any late payments. Royalty Continuing Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post post-termination obligations required by this Agreement. When termination is based upon Franchisee's default, Franchisee shall also pay to Company all damages, costs and expenses and reimburse Company for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under this Agreement in the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments shall be accompanied by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreement, whichever occurs later. The parties agree that, if Company prevails in an action under this Agreement to enforce its rights under this Agreement, Franchisee shall additionally reimburse Company for its reasonable attorneys and other professional fees to retain attorneys, accountants or other experts in connection with the enforcement proceeding.
2. (b) Franchisee shall permanently cease using, in any manner whatsoever, all rights and property incorporated within or associated with the Southern Hospitality uWink(TM) System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality uWink(TM) franchisee or continues to remain associated with the Southern Hospitality uWink(TM) System. Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with the Southern Hospitality uWink(TM) System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality uWink(TM) Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality uWink(TM) System shall constitute willful trademark infringement and unfair competition by Franchisee.
3. (c) Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality uWink(TM) Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O 10 days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents to the assignment, without compensation, as of the Effective Date of Termination or Expiration.
4. (d) Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies of the Confidential Manual in Franchisee's possession.
(e) Franchisee shall sell and assign to Company all other confidential of the Hardware and any replacement items, whether purchased in connection with the Franchised Business' opening or proprietary materials during the Term, to Company in AS IS condition. If the sale occurs within the first three years after the Effective Date, the C-45 price paid for the Hardware and any replacement items shall be (i) the fair market value as determined by an independent appraiser who shall be mutually selected by the parties and whose fees shall be shared equally by the parties; or (ii) the amount determined by straight line depreciation if the parties are either unable to mutually agree upon an appraiser within 30 days after the Effective Date of Termination or Expiration or either party is unwilling to pay for one-half of the appraiser's fees despite good faith negotiation. If the sale occurs after three years from the Effective Date, Company shall pay Franchisee $1.00 for the Hardware and any replacement items.
(f) Franchisee understands and agrees that Company shall immediately disable by remote access the Technology System, and Franchisee shall return all Documentation that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products all Collateral Logo Merchandise and shall resell its inventory of all Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the same.
5. (g) With respect to the Franchise LOC!3tionLocation, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) 20 days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality uWink(TM) Entertainment Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality uWink(TM) System. Company's right to accept an assignment of the Lease is independent of Company's.right Company's right to acquire the physical assets in the Franchise Location on the terms of this Agreement.
6. (h) Franchisee shall execute and deliver a mutual general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents. The mutual general release shall exclude any bona fide claims that a party may have against the other which are expressly identified in the mutual general release.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. (i) Franchisee shall keep and maintain all business records pertaining to the business conducted at the Franchised Business for 7 5 years after the Effective Date of Termination or Expiration of this Agreement. During this period, Franchisee shall permit Company to inspect such business records as frequently as Company deems necessary.
Appears in 1 contract
Franchisee’s Obligations. On 12.1 Franchisee shall comply with all requirements set forth in this Agreement, the Confidential Operations Manual and after other written policies supplied to Franchisee by Franchisor. All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures and rules. Franchisee shall comply with the Effective Date entire set of Termination or Expiration specifications and standards for the A/TS Network including, but not limited to, the provisions of this Paragraph XII.
12.2 Franchisee agrees to execute and deliver the Lease Agreement simultaneously with the execution of this Agreement.
12.3 Franchisee shall follow such procedures or take such action as Franchisor may from time to time require to maintain the appearance and efficient operation of the Franchised Business and to meet or exceed Franchisor's annually published minimal acceptable Five Star score. If at any time in Franchisor's judgment the general state of repair or appearance of the Franchised Premises or its equipment, fixtures, signs or decor does not meet Franchisor's standards, Franchisor shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiency. If Franchisee fails to cure such deficiency within the period of time specified in said notice and thereafter fails to implement a bona fide program to complete any required maintenance, Franchisor shall have the right, in addition to all other remedies, to enter upon the Franchised Premises and effect such maintenance or repairs on behalf of Franchisee, and Franchisee shall pay to Franchisor the entire cost thereof upon demand. If Franchisee disputes the amounts owed Franchisor for such maintenance or repairs, Franchisor shall be entitled to reimbursement of its costs including, but not limited to, reasonable legal fees plus accrued interest. Failure to correct such deficiency is a material default of this Agreement and grounds for termination of this Agreement subject to the provisions of Paragraph XIX herein.
12.4 Franchisee shall not make or permit anyone to make any modifications in or to the Franchised Premises of a permanent nature, including but not limited to, permanent improvements, alterations, decorations, or additions, structural or otherwise, in or to the Franchised Premises without first obtaining the written consent of Franchisor. All improvements, alterations, decorations, or additions made by Franchisee shall be completed in a good and workmanlike manner in accordance with all applicable laws and requirements, and Franchisee shall defend, indemnify, and hold Franchisor harmless from and against any and all costs, expenses, claims, liens, and damages to person or property resulting from the making of any such improvements, alterations, decorations, or additions in or to the Franchised Premises. Franchisee shall not do or suffer anything to be done whereby the Franchised Premises may be encumbered by a mechanic's lien or liens. If, however, any mechanic's lien is filed against the Franchised Premises, Franchisee must comply with shall discharge the following duties:
1same of record within ten (10) days after the date of filing. Within 1O days following the Effective Date of Termination or Expiration If Lessee fails to discharge any such lien as provided herein, such failure shall be a default of this Agreement. Franchisor shall not be liable for any labor or materials to be furnished to Franchisee upon credit, and no mechanic's or other lien for any such labor or materials shall attach to or affect the reversionary or other estate or interest of Franchisor in and to the Franchised Premises.
12.5 Franchisee understands and acknowledges that uniformity of standards, products and services is essential to the A/TS Network. To that end, Franchisor reserves the right to reject any category of product or services offered for sale at the Franchised Business. Should Franchisee elect to offer and sell additional product or service categories to customers of the Franchised Business, Franchisor shall not unreasonably withhold its approval of any such category of product or service.
A. Franchisee shall pay all fees immediately cease offering for sale or selling any product or service if Franchisor, in its sole discretion, deems such product or service to be detrimental to the Marks or the image of the A/TS Network.
B. Franchisee is prohibited from displaying, offering and other amounts owed to Companyselling any alcoholic beverages, or otherwise, any condom vending machines (unless required by law) and any sexual or pornographic materials (as determined by Franchisor in its sole discretion), including, without limitation, late charges books, magazines, videotapes, cassettes, calendars, novelty and interest on any late paymentsrelated items. Royalty Fees Franchisor reserves the right, in its sole discretion, to expand the categories of products and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due services which Franchisee is prohibited from offering or selling from the Franchised Business.
12.6 All inventory, products and payable (materials, and late charges other items and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, Franchisee shall also pay to Company all damages, costs and expenses and reimburse Company for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under this Agreement supplies used in the event operation of a default and/or termination whether or the Franchised Business which are not mediation or judicial action is commenced. Franchiseepurchased in accordance with Franchisor's payments Approved Supplies List and Approved Suppliers List shall be accompanied conform to the specifications and quality standards established by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreement, whichever occurs laterFranchisor from time to time.
212.7 Franchisor has an ACCESS 76 System and credit card services available for use by its Franchised Businesses. Franchisee shall permanently cease usinguse the ACCESS 76 System and credit card services from Franchisor or a source designated by Franchisor at a cost established by Franchisor, in and Franchisee agrees not to obtain credit card services from any manner whatsoever, all rights and property incorporated within or associated with the Southern Hospitality System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality Systemother source. Franchisee shall cancel all Local Advertising make sales of Motor Fuel and other promotional activities which associate Franchisee with the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement products and unfair competition by Franchisee.
3. Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents to the assignment, without compensation, as of the Effective Date of Termination or Expiration.
4. Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies of the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the same.
5. With respect to the Franchise LOC!3tion, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality System. Company's right to accept an assignment of the Lease is independent of Company's.right to acquire the physical assets in the Franchise Location on the terms of this Agreement.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. Franchisee shall keep and maintain all business records pertaining to the business conducted services at the Franchised Business for 7 years after to persons presenting a valid credit card in accordance with the Effective Date of Termination or Expiration of this AgreementGuides. During this period, Franchisee shall permit Company comply with the instructions, policies, equipment requirements, and restrictions set forth in the Guides and agrees that Franchisor may refuse to inspect accept credit card invoices, or may charge back to Franchisee any credit card invoices, where Franchisee has failed to comply with any instruction, policy, or restriction set forth in the Guides. Franchisor shall have the right, from time to time, to amend, add, or delete any instruction, policy, or restriction in the Guides including the right to charge a fee for Franchisor's acceptance of credit card invoices evidencing purchases from Franchisee. If Franchisee is past due on any payment to Franchisor, Franchisor may, without limiting any other lawful remedy, first apply credit card invoices to the payment of the past due indebtedness.
12.8 Franchisee shall carry an adequate supply and maintain a representative inventory of Branded Products and other items and merchandise packaged under the Marks as required by the Confidential Operations Manual in such business records as frequently as Company deems necessaryquantities sufficient to meet public demand. Franchisor may, in the future, develop additional products bearing the Marks, and Franchisor may introduce such products into the A/TS Network at Franchisor's discretion.
12.9 In order to maintain the common identity of the A/TS Network, Branded Products shall be prominently displayed among the goods displayed for resale at the Franchised Premises and Franchisee shall maintain at such premises a stock of Branded Products sufficient to satisfy fully the demand of Franchisee's customers for such products.
Appears in 1 contract
Franchisee’s Obligations. On and after The Franchisee’s obligations during the Effective Date of Termination or Expiration tenure of this Agreement, Franchisee must comply with Agreement include the following dutiesinitial as well as the on-going obligations:
1. Within 1O days following To carry the Site and Centre feasibility studies for the Franchise Business.
2. To commence the Franchise Business from the Effective Date of Termination or Expiration of this Agreement, Date.
3. To provide assistance in organizing launch promotions and initial marketing for Franchise Business.
4. The Franchisee shall pay do and maintain the fit outs of the Centre as per the specifications of the Franchisor.
5. The Franchisee shall bear all fees expenses incurred in lieu of setting up the Centre, its décor, designing etc., as per specification of the Franchisor encompassing the floor plan layout, Interior, design and material, color etc. in designing of the Centre and the infrastructure facilities/ material are installed as per the infrastructure specifications of the Franchisor.
6. The Franchisee shall bear all expenses relating to operational expenses, maintenance, emoluments of the employees, training expenses, and any other amounts owed expenses related to Companythe Franchise Business.
7. Be responsible for the cost of consumables like water, electricity, telephone bills, or any other expense incurred in running the Centre under the scope the Franchise Business.
8. The Franchisee shall generate leads for the business as per the guidelines mentioned in the Operational Manual.
9. The Franchisee shall at all times maintain the Centre in the highest degree of sanitation, hygiene, repair and cleanliness. The Franchisee hereby agrees to make any additions, alterations, repairs and replacements at the interval of every three (3) years or at the time that the Franchisor may reasonably require including, without limitationbut not limited to such periodic repainting, late charges equipment repairs and interest on any late paymentsreplacement of obsolete signs, furniture, fixtures, equipment, and floor coverings (including carpet and tile) as the Franchisor may reasonably direct.
10. Royalty Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, The Franchisee shall also pay maintain at all times the interior and exterior of the Centre in a good state of repair and decoration subject to Company all damageswear and tear of normal use. If, costs and expenses and reimburse Company for at any time, the Franchisor is reasonably of the opinion that the Franchisee is not complying with such obligations, the Franchisor shall notify to the Franchisee, the action it requires from the Franchisee in order to ensure compliance with such obligations. In such event, the Franchisee shall, at its reasonable fees to retain attorneysown expense, accountants or other experts which it incurs to enforce its rights under this Agreement in comply with such requirements forthwith within thirty (30) days of receipt of such notice. In the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments non compliance on the part of the Franchisee within (30) days of receipt of such notice the Franchisor shall do the same at its own cost and the said expenditure shall be accompanied by deducted from the Security Deposit provided on behalf of the Franchisee.
11. The Franchisee shall buy all reports the equipment’s for the purpose of the Franchise Business as required by Company the Franchisor from the Franchisor or the authorized vendor for providing the Services in the Centre.
12. The Franchisee shall only provide Services under the brand name “studymetro” at the Centre as approved by the Franchisor and shall not utilize the premises to provide any other Services under any other brand name without the prior approval of the Franchisor.
13. The Franchisee shall take prior approval through letter, email etc. of the Franchisor before doing any kind of marketing/advertisement/publicity or promotion for Franchise Business.
14. The Franchisee shall at all times during the subsistence of the present Agreement, keep required number of qualified and experienced staff at the Centre for the Franchise Business, wherein, their roles and responsibilities should be as defined by Franchisor and their headcount, qualifications, experience and profile are to be known and as defined by Franchisor.
15. The Franchisee shall ensure that all staff members attend the initial training provided by the Franchisor before the commencement of the Franchise Business.
16. The Franchisee shall not offer for Services at a price more than that fixed by the Franchisor. The Franchisee shall only quote the prices decided by the Franchisor for the running of Franchise Business. Although Franchisee can avail certain commission over few Services with the prior consent of the Franchisor. Further The Franchisor shall nor demand any Royalty over this commission.
17. In case of any complaints received regarding business transactions the quality of services of the Centre, the Franchisee shall offer a quick grievance redressal mechanism and in case of the results customer approaching the court, the liability for any penalty imposed or any other action will solely rest with the Franchisee and there shall be no liability of operations through the Effective Date Franchisor.
18. The Franchisee covenants with the Franchisor that all the promotional/advertising schemes which will be introduced by the Franchisor will have to be duly honored by the Franchisee and all the financial burden by giving discounts if any will be borne by the Franchisee and no other.
19. Furnish the Franchisor with the copies of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations insurance policies required by this Agreement, whichever occurs lateror by lease, or such other evidence of insurance coverage as may be required.
220. The Franchisee shall permanently cease usingensure full compliance by itself and its staff of the standards and policies of the Franchisor, including compliance with Operational Manual.
21. The Franchisee shall place upon all letter heads, stationery, bills, invoices and all other documents and literature used in connection with the Franchise Business, in any such manner whatsoever, all rights and property incorporated within or associated with place as the Southern Hospitality System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality SystemFranchisor may provide.
22. The Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with ensure that it does not, directly or indirectly, circumvent, interfere or contact customers introduced by the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by Franchisee.
3. Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents Franchisor to the assignment, without compensation, as of the Effective Date of Termination or Expiration.
4. Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of under this Agreement, deliver to Company all copies without the prior written permission of the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the sameFranchisor.
523. With respect The Franchisee agrees to the Franchise LOC!3tionmaintain all insurance as is necessary to maintain general liability insurance against claims for bodily and personal injury, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, death and property damage caused by or occurring in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality System. Company's right to accept an assignment conduct of the Lease is independent of Company's.right Franchisee's duties hereunder. The Franchisee will provide thirty (30) days' prior written notice to acquire the physical assets in the Franchise Location on the terms of this Agreement.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, Franchisor of any material modification, cancellation, or expiration of such policy and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. Franchisee shall keep and maintain all business records pertaining will furnish to the business conducted at Franchisor annually a copy of the Franchised Business for 7 years after certificates of insurance or other evidence requested by the Effective Date of Termination or Expiration of this Agreement. During this period, Franchisee shall permit Company to inspect Franchisor that such business records as frequently as Company deems necessaryinsurance coverage is in force.
Appears in 1 contract
Samples: Franchise Agreement
Franchisee’s Obligations. On 7.1 Franchisee has sole responsibility for the performance of all obligations arising out of the operation of the Franchise, including, the payment when due of any taxes levied by reason of such operation. Franchisee shall carefully monitor the performance of any person who is actively involved in the operation of the Franchisee.
7.2 This Agreement does not create a fiduciary relationship between FFL and after Franchisee. Franchisee shall be an independent contractor with the Effective Date entire control and discretion of Termination or Expiration its Franchise, subject only to the terms and conditions of this Agreement. No agency, employment or partnership is created or implied by the terms of this Agreement. In all public records, in its relationship with other persons, and in any offering circular, prospectus or similar document, Franchisee shall indicate clearly the independent ownership of its business and that the operations of its business are separate and distinct from the operations of FFL's business.
7.3 Franchisee shall operate the Franchise in accordance with both the Originals Manual and the Operations Manuals, a copy of each Franchisee acknowledges having received on loan from FFL for the term of the Franchise. FFL may, from time to time, unilaterally revise the contents of the Originals and Operations Manuals to implement new or different operating requirements and fees applicable to the Franchise, and Franchisee expressly agrees to comply with such changed requirements and fees within such reasonable time as FFL may require; provided, however, that any changed requirements or fees shall not unreasonably increase Franchisee's obligations under this Agreement or place an excessive economic burden of Franchisee's operations. Franchisee shall at all times keep its copy of the Originals and Operations Manuals and any other manuals loaned to it current and up-to-date and, in the event of any dispute as to the contents thereof, the master copies maintained by FFL at its principal place of business shall be controlling. Franchisee agrees that the provisions of the Originals and Operations Manuals, including the mandatory specifications, standards, procedures and rules applicable to the FFL Franchise System, and such modifications as are made thereto from time to time by FFL, shall constitute provisions of this Agreement as if fully set forth in this Agreement. Franchisee further agrees that all references in this Agreement to the provisions or specifications of the Originals or Operations Manuals shall mean the provisions and specifications of those manuals, including all mandatory and recommended specifications, standards, procedures, rules and criteria, as of the time they are in effect.
7.4 Franchise must treat the Originals and Operations Manuals, any other manuals created for or approved for the use in the operation of the franchised business and the information contained in them as confidential and must use all reasonable efforts to maintain this information as secret and confidential. Franchisee must not copy, duplicate, record or otherwise reproduce these materials, in whole or in part, or otherwise make them available to any unauthorized person. The manuals will remain FFL's sole property and must be kept in a secure place on the premises.
7.5 During the term of this Franchise Agreement, except as otherwise provided in writing by FFL, Franchisee or if a corporation, partnership or limited liability company, a principal, member or general partner of the corporation, partnership or limited liability company, or Franchisee's fully- trained manager, must devote full time and best efforts to the management and operation of the franchised business. The franchised business must at all times be under the direct on premises supervision of a manager who has satisfactorily completed FFL's training program. Franchisee must also maintain a competent, conscientious, trained staff, including a fully-trained manager, which may be Franchisee. If Franchisee is an individual, we recommend that Franchisee be the fully-trained manager described above. FFL imposes no limitations as to who Franchisee may hire as the manager, except that Franchisee must comply with the following duties:
1. Within 1O days following the Effective Date of Termination or Expiration of this Agreement, Franchisee shall pay all fees applicable laws and other amounts owed to Company, including, without limitation, late charges and interest on any late payments. Royalty Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, Franchisee shall also pay to Company all damages, costs and expenses and reimburse Company for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under this Agreement in must not harm the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments shall be accompanied by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreement, whichever occurs later.
2. Franchisee shall permanently cease using, in any manner whatsoever, all rights and property incorporated within or goodwill associated with the Southern Hospitality FFL Franchise System and the proprietary marks. (This requirement may affect who Franchisee may hire as its manager). FFL does not have the right to approve the manager. The manager will not be required to have an equity interest in a manner that suggests or indicates the business. The manager and other employees may be required to attend and complete FFL's training programs as described in paragraph 7.6. The manager and other employees may also be required to enter into an agreement not to complete with businesses under the FFL Franchise System while employed by Franchisee and for two (2) years thereafter, and an agreement not to reveal confidential information obtained in the course of their employment with Franchisee. This Franchise Agreement provides that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues will devote sufficient time and energy to remain associated with ensure the Southern Hospitality System. Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use efficient operation of the Southern Hospitality Licensed Marks. Continued use center, with center days and hours as prescribed by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by FranchiseeFFL.
37.6 To further protect the FFL Franchise System, the Proprietary Assets and the goodwill to be associated therewith, Franchisee shall:
(a) Take the initial training prescribed by and provided by FFL. If FFL determines, in its sole discretion, that Franchisee shall cease using all telephone numbers and business directory listings used in operating is unable to satisfactorily complete the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company training program, FFL shall have the right to demand an assignment require Franchisee to attend such additional training as FFL may require, or terminate this Agreement and refund the initial franchise fee less Five Thousand and No/100 Dollars ($5,000.00).
(b) Provide such training for its personnel as may be necessary to meet qualifications levels set by FFL from time to time for personnel involved in Franchisee's business.
(c) Feature and use the Proprietary Assets solely in the manner prescribed by FFL.
(d) Observe such reasonable requirements with respect to service mark, trade name, trademark, and fictitious name registratxxxx and copy right notices as FFL may, from time to time, direct in writing.
(e) Not offer, sell or promote any other sales or other type of fitness training or other program under the service mark Fitness Together or any other like mark except such pxxxxams as it has obtained from FFL.
(f) Sexx xr offer for sale at the franchised business only products which meet FFL's current standards and specifications established in FFL's Operations Manuals or otherwise in writing.
(g) Use only materials displaying the names, marks, insignia and symbols of the telephone numbers FFL Franchise System.
(h) Equip its FFL center with equipment recommended and listingsapproved by FFL and maintain an inventory of products, in which case Franchisee hereby consents to the assignment, without compensation, as equipment and supplies that will permit operation of the Effective Date of Termination or ExpirationFranchise at maximum capacity.
4. Franchisee shall immediately cease using and(i) Comply will all laws, within 48 hours after ordinances and regulations affecting the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies operation of the Confidential Manual Franchise and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and the conduct of personal training. All personal training shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company be conducted at Franchisee's actual costone (1) place of business in the Territory or at homes or offices within the Territory.
(j) Notify FFL in writing within five (5) days of the commencement of any action, suit or proceeding, or of the issuance of any writ, injunction, award or decree of any court, agency or governmental agency or instrumentality, which may adversely affect Franchisee's financial condition or ability to meet its obligations hereunder.
(k) Permit authorized personnel of FFL to enter its place of business during normal business hours to examine its operations, facilities, books and records.
(l) Franchisee shall cooperate with FFL's representatives in such inspections by rendering such assistance as they may reasonably request.
(m) Pay on a timely basis all fees and costs incurred in the operation of the Franchise, whether owing to FFL or to third parties. Franchisee is aware that failure to make prompt payment causes irreparable harm to the reputation and credit of FFL and other FFL franchisees.
(n) Submit reports of its operations on such forms as are prescribed from time to time in the Operations Manuals at such times as FFL may reasonably request.
(o) Take reasonable steps to protect FFL, the FFL Franchise System and the Proprietary Assets against any misappropriation of same and/or other action taken by any third party which is or might damage FFL, the FFL Franchise System and/or the Proprietary Assets, and immediately notify FFL of such misappropriation and/or action; provided, however, that Franchisee shall disable not be required to incur any significant costs to protect FFL, the FFL Franchise System or remove any proprietary software from its computers and retain no copy or record the Proprietary Assets.
(p) Devote such reasonable time to the business of the sameFranchise as shall be necessary to cause the Franchise to be effectively and efficiently operated.
5. With respect to the Franchise LOC!3tion, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair (q) Comply with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality System. Company's right to accept an assignment of the Lease is independent of Company's.right to acquire the physical assets in the Franchise Location on the terms of this Agreement.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants requirements set forth in this Agreement regarding competition, non-interference and Confidential Informationin the Originals and Operations Manuals as the same may be modified from time to time.
8(r) Accept the transfer from another franchisee of any member who desires to receive training from Franchisee provided that such other franchisee has paid Franchisee all unused payments made by such person.
(s) At no time solicit any prospective franchisee of FFL to purchase any product or services or to become associated with Franchisee as an employee, independent contractor or co-owner of the franchised business, unless otherwise authorized in writing by FFL.
(t) At no time solicit any employee of another FFL franchisee to become associated with Franchisee as an employee, independent contractor or co-owner of the franchised business, unless otherwise authorized in writing by FFL and such other franchisee.
(u) At no time solicit any existing client of another FFL franchisee unless otherwise authorized in writing by such other franchisee and FFL.
(v) Franchisee must use the fitness center premises solely for the operation of the franchised business; must keep the franchised business open and in a normal operation for such minimal hours and days as specified by FFL; must refrain from using or permitting the use of the premises for any other purpose or activity at any time without first obtaining FFL's written consent.
(w) Franchisee must maintain the condition and appearance of the of the premises of the franchised business consistent with FFL's quality controls and standards. Franchisee shall keep must reasonably maintain the franchised business as is periodically required to maintain or improve the appearance and maintain all business records pertaining efficient operation of the franchised business.
(x) Franchisee may not make any material alterations to the premises of the franchised business conducted or make material replacements of or alterations to the equipment, fixtures or signs of the franchised business without FFL's written approval.
(y) Franchisee must record all sales and related activities on a computer which are fully compatible with any program or system which FFL employs. All gross sales and sales information will be recorded on this equipment. FFL will have full access to all of Franchisee's data system and related information by means of direct access whether in person or by telephone/modem.
7.7 Franchisee shall have the right to offer services and sell products at any price it may determine. If FFL recommends a retail price, such recommendation is suggested only and is in no way binding upon Franchisee.
7.8 Franchisee shall maintain (i) an automobile insurance policy, and (ii) a comprehensive business liability insurance policy, each with limits of not less than One Million and No/100 Dollars ($1,000,000.00) for bodily and property injury. If circumstances so require for the Franchised Business protection of Franchisee and FFL, the foregoing limits of insurance may be increased by FFL. Each insurance policy maintained by Franchisee for 7 years the Franchise shall name FFL as an additional insured party. Each insurance policy shall be issued by an insurance company with a performance rating of at least A+ as rated in the most recent edition of Best's Insurance Reports or comparable publication. Within thirty (30) days after establishing the Effective Date of Termination or Expiration of this Agreement. During this periodFranchise, and annually thereafter, Franchisee shall provide FFL with a copy of each insurance policy, together with evidence of payment of premiums, evidencing the limits noted above or then required and providing that such insurance shall not be canceled, amended or modified without thirty (30) days' prior written notice to FFL. If Franchisee fails to procure or to continue to maintain any required insurance, FFL is hereby authorized, but not obligated, to procure such insurance and to charge the cost of such insurance to Franchisee.
7.9 Franchisee shall secure workmen's compensation or similar insurance as required by law.
7.10 Franchisee shall provide FFL with financial information on such forms as are prescribed from time to time in the Originals and Operations Manuals. All such financial information shall be prepared in accordance with generally accepted accounting principles, consistently applied and shall be accurate and complete in all material respects. FFL shall have the right from time to time to request additional financial information from Franchisee as FFL may reasonably deem to be required or desirable. If an inspection or audit of Franchisee's books and records reveals that any payments due to FFL have been understated in any report, then Franchisee will immediately pay FFL, upon its demand, the understated amount plus interest from the date the amount was due until paid. If an inspection or audit discloses an understatement of two percent (2%) or more, then Franchisee will also reimburse FFL for any costs and expenses, including accounting and attorneys' fees connection with the inspection or audit. Franchisee must retain all books and records regarding its Franchise for three (3) years. At the end of each calendar quarter, Franchisee will supply to FFL in a form approved by FFL, a profit and loss statement and a balance sheet for the three (3) month period just ended. Within ninety (90) days of Franchisee's fiscal year end, Franchisee must submit to FFL a profit and loss statement for that fiscal year and a balance sheet as of the last day of the fiscal year prepared on an accrual basis including all adjustments necessary for fair presentation on the financial statements.
7.11 Franchisee shall promptly after obtaining possession of the site for the Franchise: (i) cause to be prepared and submit for approval by Franchisor a site survey and any modifications to Franchisor's conceptual designs and specifications (not for construction) for the development of the Fitness Together business (including requirements for dimensions, exterior design, materials, interior design and layout, equipment, fixtures, furniture, signs and decorating) at the site leased or purchased therefor, provided that Franchisee may modify FFL's basic plans and specifications only to the extent required to comply with all applicable ordinances, building codes and permit Company requirements and with prior notification to inspect such business records as frequently as Company deems necessary.and approval by Franchisor; (ii) obtain all required zoning changes, building, utility, health, sanitation and sign permits and licenses and any other required permits and licenses;
Appears in 1 contract
Franchisee’s Obligations. On and after the Effective Date (a) Except as otherwise set forth in paragraph 10.01 with respect to assignment by Franchisor of Termination any or Expiration all of its interest in this Agreement, Franchisee must comply with in the following duties:
1. Within 1O days following the Effective Date event of Termination termination or Expiration expiration of this Agreement whether by reason of Franchisee’s breach, default, non-renewal, lapse of time, or other cause, in addition to any other obligations provided for in this Agreement, Franchisee shall pay forthwith discontinue the use and/or display of the Service Marks in any manner whatsoever and all fees Materials containing or bearing same and shall not thereafter operate or do business under the Assumed Name or any other amounts owed name or in any manner that might tend to Companygive the general public the impression that Franchisee is in any way associated or affiliated with Franchisor, or any of the businesses conducted by it or other owners of the Service Marks. In such event, Franchisee also shall comply with paragraph 13.02 respecting the return to Franchisor of certain Materials and shall not thereafter use, in any manner, or for any purpose, directly or indirectly, any of Franchisor’s trade secrets, procedures, techniques, or Materials acquired by Franchisee by virtue of the relationship established by this Agreement, including, without limitation, late charges and interest on (i) any late paymentstraining or other materials, manuals, bulletins, instruction sheets, or supplements thereto, or (ii) any equipment, videotapes, video disks, forms, advertising matter, marks, devices, insignias, slogans or designs used from time to time in connection with the Franchised Business. Royalty Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required At such time as requested by this Agreement. When termination is based upon Franchisee's defaultFranchisor, Franchisee shall also make its books and records available to Franchisor’s representatives who shall conduct a termination audit, and Franchisee shall pay any amount, as determined by such audit, due to Company all damages, costs and expenses and reimburse Company for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under Franchisor in connection with this Agreement in Agreement.
(b) In the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments shall be accompanied by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreementas described in paragraph 13.01(a) above, whichever occurs later.
2. Franchisee shall permanently cease usingpromptly:
(i) remove at Franchisee’s expense all signs erected or used by Franchisee and bearing the Service Marks, in or any manner whatsoever, all rights and property incorporated within word or associated with the Southern Hospitality System in a manner that suggests or indicates xxxx indicating that Franchisee isis associated or affiliated with Franchisor;
(ii) erase or obliterate from letterheads, stationery, printed matter, advertising or was, other forms used by Franchisee the Service Marks and all words indicating that Franchisee is associated or affiliated with Franchisor;
(iii) permanently discontinue all advertising of Franchisee to the effect that Franchisee is associated or affiliated with Franchisor;
(iv) refrain from doing anything that would indicate that Franchisee is or ever was an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality System. Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by Franchisee.
3. Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents to the assignment, without compensation, as of the Effective Date of Termination or Expiration.
4. Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies of the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, indicating, directly or indirectly, that Franchisee was licensed to use the Service Marks or any proprietary softwareother distinctive System features or that Franchisee at any time operated under any name, word or xxxx associated or affiliated with Franchisor;
(v) in the event that Franchisee engages in any business thereafter, it shall use trade names, service marks or trademarks (if any) that are significantly different from those under which Franchisee had done business and shall use sign formats (if any) that are significantly different in color and type face; and take all necessary steps to ensure that its present and former employees, agents, officers, shareholders and partners observe the foregoing obligations;
(vi) in the event such termination is a result of a material default by Franchisee, then Franchisee shall take all action necessary to disconnect and change all telephone numbers and directory listings used by the Franchised Business immediately without providing for any forwarding numbers; or, at Franchisor’s option, shall assign all interest and right to use all such telephone numbers and directory listings to Franchisor;
(vii) if this Agreement has expired in accordance with its terms as set forth in subparagraph 17.02(e), then Franchisee may retain its interest and right to use all telephone numbers and yellow page and white page listings. However, if the Agreement has terminated or expired for any other reason, the Franchisee shall assign all interest and right to use all telephone numbers and all yellow page and white page listings applicable to the Franchised Business in use at the time of such termination or expiration to Franchisor and take all action necessary to change all such telephone numbers immediately and change all such yellow page and white page listings as soon as possible; and
(viii) assign all Internet and web site addresses, e-mail addresses and domain names using the Service Marks to Franchisor and use best efforts to identify any individual Internet, web site addresses, e-mail addresses and domain names using the Service Marks that may have been created by employees or sales agents in violation of this Agreement and cause those employees or agents to assign the addresses or names to Franchisor. Franchisee shall instruct its Internet service provider to purge from its servers all domain name server information associated with such Internet and web site addresses, e-mail addresses and domain names being assigned or transferred.
(c) If Franchisee shall fail or omit to make or cause to be made any removal or change described in subparagraph 13.01(b) above, then Franchisor shall have the right within 15 days after written notice to enter upon Franchisee’s premises upon which the Franchised Business is being conducted without being deemed guilty of trespass or any other tort, and shall retain no copy make or record cause to be made such removal and changes at the expense of Franchisee, which expense Franchisee agrees to pay to Franchisor promptly upon demand; and Franchisee hereby irrevocably appoints Franchisor as its lawful attorney upon termination of this Agreement with authority to file any document in the name of and on behalf of Franchisee for the purpose of terminating any and all of Franchisee’s rights in the Assumed Name and any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the sameService Marks.
5. With respect to (d) In the Franchise LOC!3tion, Company may, pursuant to the Addendum to Lease, accept an assignment event that a Location or Restricted Purpose Location is Abandoned or otherwise closed for a period of the Lease, in which case, upon seven consecutive days with or without Franchisor’s prior written notice from Companyconsent, Franchisee shall forthwith vacate the Franchise Locationpromptly take action to remove any indication that such Location or Restricted Purpose Location is associated or affiliated with either Franchisee or Franchisor, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, remove at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove Franchisee’s expense all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restauranterected or used by Franchisee on, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a in connection with such Location or Restricted Purpose Location and bearing either the Southern Hospitality System. Company's right to accept an assignment of the Lease Service Marks or any word or xxxx indicating that such Location or Restricted Purpose Location is independent of Company's.right to acquire the physical assets in the Franchise Location on the terms of this Agreementassociated or affiliated with either Franchisee or Franchisor, except as otherwise required by law.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. Franchisee shall keep and maintain all business records pertaining to the business conducted at the Franchised Business for 7 years after the Effective Date of Termination or Expiration of this Agreement. During this period, Franchisee shall permit Company to inspect such business records as frequently as Company deems necessary.
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Franchisee’s Obligations. On 12.01. Franchisee shall comply with all requirements set forth in this Agreement, the Confidential Operations Manual and other written policies supplied to Franchisee by Franchisor. All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures and rules. Franchisee shall comply with the entire set of specifications and standards for the Network including, but not limited to, the provisions of this Section XII.
12.02. Franchisee shall promptly remove all inventory, fixtures, furniture, furnishings, marketing materials, supplies and equipment which do not conform with System, are not approved by Franchisor in writing, or which do not meet the standards or specifications prescribed in the Confidential Operations Manual (as amended from time to time). Franchisee shall refurbish and convert the operation of the Franchised Premises in accordance with a Conversion Obligation Schedule to be delivered by Franchisor in connection herewith, or as otherwise agreed in writing.
12.03. Franchisee agrees to maintain the condition and appearance of the Franchised Premises consistent with Franchisor's standards for the image of a "TA" branded facility as an attractive, pleasant and comfortable facility conducive to buying by its customers. Among other things, Franchisee agrees to maintain the Franchised Premises in accordance with Exhibit C to the Lease Agreement.
12.04. Franchisee shall follow such procedures or take such action as Franchisor may from time to time require to maintain the appearance and efficient operation of the Franchised Business and to meet or exceed Franchisor's annually published minimal acceptable TA Quality Inspection. If at any time in Franchisor's judgment the general state of repair or appearance of the Franchised Premises or its equipment, fixtures, signs or decor does not meet Franchisor's standards, Franchisor shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiency. If Franchisee fails to cure such deficiency within the period of time specified in said notice and thereafter fails to implement a bona fide program to complete any required maintenance, Franchisor shall have the right, in addition to all other remedies, to enter upon the Franchised Premises and effect such maintenance or repairs on behalf of Franchisee, and Franchisee shall pay to Franchisor the entire cost thereof upon demand. If Franchisee disputes the amounts owed Franchisor for such maintenance or repairs, Franchisor shall be entitled to reimbursement of its costs including, but not limited to, reasonable legal fees plus accrued interest. Failure to correct such deficiency is a material default of this Agreement and grounds for termination of this Agreement subject to the provisions of Paragraph XIX. herein.
12.05. Franchisee shall not make or permit anyone to make any modifications in or to the Franchised Premises of a permanent nature, including but not limited to, permanent improvements, alterations, decorations, or additions, structural or otherwise, in or to the Franchised Premises without first obtaining the written consent of Franchisor. All improvements, alterations, decorations, or additions made by Franchisee shall be completed in a good and workmanlike manner in accordance with all applicable laws and requirements, and Franchisee shall defend, indemnify, and hold Franchisor harmless from and against any and all costs, expenses, claims, liens, and damages to person or property resulting from the making of any such improvements, alterations, decorations, or additions in or to the Franchised Premises. Franchisee shall not do or suffer anything to be done whereby the Franchised Premises may be encumbered by a mechanic's lien or liens. If, however, any mechanic's lien is filed against the Franchised Premises, Franchisee shall discharge the same of record within ten (10) days after the Effective Date date of Termination or Expiration filing. If Lessee fails to discharge any such lien as provided herein, such failure shall be a default of this Agreement. Franchisor shall not be liable for any labor or materials to be furnished to Franchisee upon credit, and no mechanic's or other lien for any such labor or materials shall attach to or affect the reversionary or other estate or interest of Franchisor in and to the Franchised Premises.
12.06. Franchisee must comply with understands and acknowledges that uniformity of standards, products and services is essential to the following duties:Network. To that end, Franchisor reserves the right to reject any category of product or services offered for sale at the Franchised Business. Should Franchisee elect to offer and sell additional product or service categories to customers of the Franchised Business, Franchisor shall not unreasonably withhold its approval of any such category of product or service.
1. Within 1O days following the Effective Date of Termination or Expiration of this Agreement, A. Franchisee shall pay all fees immediately cease offering for sale or selling any product or service if Franchisor, in its sole discretion, deems such product or service to be detrimental to the Marks or the image of the Network.
B. Franchisee is prohibited from displaying, offering and other amounts owed to Companyselling any alcoholic beverages, packaged or otherwise, and any sexual or pornographic materials (as determined by Franchisor in its sole discretion), including, without limitation, late charges books, magazines, videotapes, cassettes, calendars, novelty and interest on any late paymentsrelated items. Royalty Fees Franchisor reserves the right, in its sole discretion, to expand the categories of products and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after services which Franchisee is prohibited from offering or selling from the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, Franchised Business.
C. Franchisee shall also pay to Company all damages, costs and expenses and reimburse Company not offer fast food for its reasonable fees to retain attorneys, accountants or other experts which it incurs to enforce its rights under this Agreement in the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments shall be accompanied by all reports required by Company regarding business transactions and the results of operations through the Effective Date of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations required by this Agreement, whichever occurs later.
2. Franchisee shall permanently cease using, in any manner whatsoever, all rights and property incorporated within or associated with the Southern Hospitality System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality System. Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by Franchisee.
3. Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents to the assignment, without compensation, as of the Effective Date of Termination or Expiration.
4. Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of this Agreement, deliver to Company all copies of the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the same.
5. With respect to the Franchise LOC!3tion, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality System. Company's right to accept an assignment of the Lease is independent of Company's.right to acquire the physical assets in the Franchise Location on the terms of this Agreement.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, of any and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. Franchisee shall keep and maintain all business records pertaining to the business conducted sale at the Franchised Business for 7 years after Premises and shall not permit any form of gambling or gaming at the Effective Date Franchised Premises without the prior written consent of Termination or Expiration of this AgreementFranchisor.
12.07. During this periodFRANCHISEE FURTHER AGREES TO COMPLY FULLY WITH ALL PROGRAMS WHICH ARE PRESCRIBED FROM TIME TO TIME BY FRANCHISOR IN THE CONFIDENTIAL OPERATIONS MANUAL (OR OTHER OPERATIONS MANUAL), Franchisee shall permit Company to inspect such business records as frequently as Company deems necessary.OR ARE OTHERWISE COMMUNICATED BY FRANCHISOR IN WRITING AND DESIGNATED BY FRANCHISOR AS CONSTITUTING A CORE PROGRAM ("CORE PROGRAM"), INCLUDING BUT NOT LIMITED TO THE FOLLOWING: 1. Mystery shop program; 2. Lowest price guarantee;
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Franchisee’s Obligations. On and after The Franchisee’s obligations during the Effective Date of Termination or Expiration tenure of this Agreement, Franchisee must comply with Agreement include the following dutiesinitial as well as the on- going obligations:
1. Within 1O days following To carry the Site and Centre feasibility studies for the Franchise Business.
2. To commence the Franchise Business from the Effective Date of Termination or Expiration of this Agreement, Date.
3. To provide assistance in organizing launch promotions and initial marketing for Franchise Business.
4. The Franchisee shall pay do and maintain the fit outs of the Centre as per the specifications of the Franchisor.
5. The Franchisee shall bear all fees expenses incurred in lieu of setting up the Centre, its décor, designing etc., as per specification of the Franchisor encompassing the floor plan layout, Interior, design and material, colour etc. in designing of the Centre and the infrastructure facilities/ material are installed as per the infrastructure specifications of the Franchisor.
6. The Franchisee shall bear all expenses relating to operational expenses, maintenance, emoluments of the employees, training expenses, and any other amounts owed expenses related to Companythe Franchise Business.
7. Be responsible for the cost of consumables like water, electricity, telephone bills, or any other expense incurred in running the Centre under the scope the Franchise Business.
8. The Franchisee shall generate leads for the business as per the guidelines mentioned in the Operational Manual.
9. The Franchisee shall at all times maintain the Centre in the highest degree of sanitation, hygiene, repair and cleanliness. The Franchisee hereby agrees to make any additions, alterations, repairs and replacements at the interval of every three (3) years or at the time that the Franchisor may reasonably require including, without limitationbut not limited to such periodic repainting, late charges equipment repairs and interest on any late paymentsreplacement of obsolete signs, furniture, fixtures, equipment, and floor coverings (including carpet and tile) as the Franchisor may reasonably direct.
10. Royalty Fees and Promotional Fund Fees imposed pursuant to this Agreement shall continue to be due and payable (and late charges and interest thereon assessed) after the Effective Date of Termination or Expiration of this Agreement until the date that Franchisee completes all post termination obligations required by this Agreement. When termination is based upon Franchisee's default, The Franchisee shall also pay maintain at all times the interior and exterior of the Centre in a good state of repair and decoration subject to Company all damageswear and tear of normal use. If, costs and expenses and reimburse Company for at any time, the Franchisor is reasonably of the opinion that the Franchisee is not complying with such obligations, the Franchisor shall notify to the Franchisee, the action it requires from the Franchisee in order to ensure compliance with such obligations. In such event, the Franchisee shall, at its reasonable fees to retain attorneysown expense, accountants or other experts which it incurs to enforce its rights under this Agreement in comply with such requirements forthwith within thirty (30) days of receipt of such notice. In the event of a default and/or termination whether or not mediation or judicial action is commenced. Franchisee's payments non- compliance on the part of the Franchisee within (30) days of receipt of such notice the Franchisor shall do the same at its own cost and the said expenditure shall be accompanied by deducted from the Security Deposit provided on behalf of the Franchisee.
11. The Franchisee shall buy all reports the equipment’s for the purpose of the Franchise Business as required by Company the Franchisor from the Franchisor or the authorized vendor for providing the Services in the Centre.
12. The Franchisee shall only provide Services under the brand name “ST.XXXXXX INSTITUTE OF INTEGRATED SCIENCE AND TECHNOLOGY” at the Centre as approved by the Franchisor and shall not utilize the premises to provide any other Services under any other brand name without the prior approval of the Franchisor.
13. The Franchisee shall take prior approval through letter, email etc. of the Franchisor before doing any kind of marketing/advertisement/publicity or promotion for Franchise Business.
14. The Franchisee shall at all times during the subsistence of the present Agreement, keep required number of qualified and experienced staff at the Centre for the Franchise Business, wherein, their roles and responsibilities should be as defined by Franchisor and their headcount, qualifications, experience and profile are to be known and as defined by Franchisor.
15. The Franchisee shall ensure that all staff members attend the initial training provided by the Franchisor before the commencement of the Franchise Business.
16. The Franchisee shall not offer for Services at a price more than that fixed by the Franchisor. The Franchisee shall only quote the prices decided by the Franchisor for the running of Franchise Business. Although Franchisee can avail certain commission over few Services with the prior consent of the Franchisor. Further The Franchisor shall nor demand any Royalty over this commission.
17. In case of any complaints received regarding business transactions the quality of services of the Centre, the Franchisee shall offer a quick grievance redresses mechanism and in case of the results customer approaching the court, the liability for any penalty imposed or any other action will solely rest with the Franchisee and there shall be no liability of operations through the Effective Date Franchisor.
18. The Franchisee covenants with the Franchisor that all the promotional/advertising schemes which will be introduced by the Franchisor will have to be duly honoured by the Franchisee and all the financial burden by giving discounts if any will be borne by the Franchisee and no other.
19. Furnish the Franchisor with the copies of Termination or Expiration of this Agreement or until the date that Franchisee completes all post-termination or expiration obligations insurance policies required by this Agreement, whichever occurs lateror by lease, or such other evidence of insurance coverage as may be required.
220. The Franchisee shall permanently cease usingensure full compliance by itself and its staff of the standards and policies of the Franchisor, including compliance with Operational Manual.
21. The Franchisee shall place upon all letter heads, stationery, bills, invoices and all other documents and literature used in connection with the Franchise Business, in any such manner whatsoever, all rights and property incorporated within or associated with place as the Southern Hospitality System in a manner that suggests or indicates that Franchisee is, or was, an authorized Southern Hospitality franchisee or continues to remain associated with the Southern Hospitality SystemFranchisor may provide.
22. The Franchisee shall cancel all Local Advertising and other promotional activities which associate Franchisee with ensure that it does not, directly or indirectly, circumvent, interfere or contact customers introduced by the Southern Hospitality System. Franchisee shall cancel all fictitious or assumed name or equivalent registrations relating to its use of the Southern Hospitality Licensed Marks. Continued use by Franchisee of rights or other property incorporated within or associated with the Southern Hospitality System shall constitute willful trademark infringement and unfair competition by Franchisee.
3. Franchisee shall cease using all telephone numbers and business directory listings used in operating the Franchised Business and take all steps necessary to remove all print and electronic telephone and other business directory listings that display any of the Southern Hospitality Licensed Marks. Franchisee shall furnish Company with evidence satisfactory to Company demonstrating Franchisee's compliance with this obligation within 1O days after the Effective Date of Termination or Expiration of this Agreement. Company shall have the right to demand an assignment of the telephone numbers and listings, in which case Franchisee hereby consents Franchisor to the assignment, without compensation, as of the Effective Date of Termination or Expiration.
4. Franchisee shall immediately cease using and, within 48 hours after the Effective Date of Termination or Expiration of under this Agreement, deliver to Company all copies without the prior written permission of the Confidential Manual and all other confidential or proprietary materials that Company has provided to Franchisee pursuant to this Agreement; including, without limitation, any proprietary software, and shall retain no copy or record of any of the foregoing. Franchisee shall immediately stop selling and using any Proprietary Products and shall resell its inventory of Proprietary Products in useable or salable condition to Company at Franchisee's actual cost. Franchisee shall disable or remove any proprietary software from its computers and retain no copy or record of the sameFranchisor.
523. With respect The Franchisee agrees to the Franchise LOC!3tionmaintain all insurance as is necessary to maintain general liability insurance against claims for bodily and personal injury, Company may, pursuant to the Addendum to Lease, accept an assignment of the Lease, death and property damage caused by or occurring in which case, upon written notice from Company, Franchisee shall forthwith vacate the Franchise Location, leaving it in good condition and repair with all fixtures and equipment not capable of being removed without damage to the Franchise Location, or which the Lease forbids to be removed, left in good working order. Company shall give Franchisee written notice of its election to accept an assignment of the Lease within 10 days after the Effective Date of Termination or Expiration. Company's failure to timely notify Franchisee shall signify its decision not to accept an assignment of the Lease. If Company does not accept an assignment of the Lease, Franchisee shall, at its sole cost and expense, within twenty (20) days after the Effective Date of Termination or Expiration, remove all signs and other physical and structural features that readily identify the site as a Southern Hospitality Restaurant, in a manner acceptable to Company, so that the former Franchise Location no longer suggests or indicates a connection with the Southern Hospitality System. Company's right to accept an assignment conduct of the Lease is independent of Company's.right Franchisee's duties hereunder. The Franchisee will provide thirty (30) days' prior written notice to acquire the physical assets in the Franchise Location on the terms of this Agreement.
6. Franchisee shall execute and deliver a general release, in form satisfactory to Company, Franchisor of any material modification, cancellation, or expiration of such policy and all claims against Company and its officers, directors, shareholders, employees and agents.
7. Franchisee shall comply, and cause all Covered Persons to comply, with the covenants set forth in this Agreement regarding competition, non-interference and Confidential Information.
8. Franchisee shall keep and maintain all business records pertaining will furnish to the business conducted at Franchisor annually a copy of the Franchised Business for 7 years after certificates of insurance or other evidence requested by the Effective Date of Termination or Expiration of this Agreement. During this period, Franchisee shall permit Company to inspect Franchisor that such business records as frequently as Company deems necessaryinsurance coverage is in force.
Appears in 1 contract
Samples: Franchise Agreement
