STANDARDS OF QUALITY AND PERFORMANCE. A. Franchisee shall comply with all requirements set forth in this Agreement, the Confidential Operations Manual and other written policies supplied to Franchisee by Franchisor. Mandatory specifications, standards, operating procedures and rules prescribed from time to time by Franchisor in the Confidential Operations Manual or otherwise communicated to Franchisee in writing, shall constitute provisions of this Agreement as if fully set forth herein and shall be reasonably and uniformly applied to all franchisees. All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures and rules. Franchisee shall comply with the entire System including, but not limited to, the requirements of this Paragraph XII. B. Franchisee shall commence operation of the Franchised Business not later than six (6) months after the execution of this Agreement or as otherwise required in Franchisee's lease and approved by Franchisor. Prior to such opening, Franchisee shall have compiled with all Franchisor's pre-opening standards and specifications. If Franchisee for any reason fails to commence operation as herein provided, such failure shall be considered a default and Franchisor may terminate this Agreement as herein provided. C. Franchisee shall maintain the condition and appearance of the Franchised Premises consistent with Franchisor's standards. Franchisee shall maintain the Franchised Premises as is from time to time required to maintain or improve the appearance and efficient operation of the Franchised Business, including, but not limited to, replacement of worn out or obsolete fixtures and signs, and repair of the exterior and interior of the Franchised Business. If at any time in Franchisor's judgment the general state of repair or the appearance of the Franchised Premises or its equipment, fixtures, signs or decor does not meet Franchisor's standards therefor, Franchisor shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiency. If Franchisee fails or refuses to initiate within thirty (30) days after receipt of such notice, and thereafter continue, 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 on behalf of Franchisee and Franchisee shall pay the entire costs thereof on demand. D. Franchisee shall make no material alterations to the Franchised Premises nor shall Franchisee make material replacements of or alterations to the equipment, fixtures or signs of the Franchised Business without the prior written approval by Franchisor. E. Franchisee shall offer for sale and sell at the Franchised Business various types of motorcycle paraphernalia such as shirts, jackets, belts, posters, and related items and parts and related hard goods, and will not offer for sale or sell or provide at the Franchised Business or the premises which it occupies any other category of merchandise or products or use such premises for any purpose other than the operation of a Franchised Business in full compliance with this Agreement. F. From time to time, Franchisor shall provide to Franchisee a list of approved manufacturers, suppliers, and distributors authorized for the Franchised Business ("Approved Suppliers List") and a 1ist of approved inventory products, fixtures, furniture, equipment, signs, stationery, supplies, and other items or services necessary to operate the Franchised Business ("Approved Supplies List"). Franchisor may revise the Approved Supplies List and Approved Suppliers List from time to time in its sole discretion. If Franchisee proposes to offer for sale or use at the Franchised Business any brand of product, or other material or supply which is not on the Approved Supplies List or to purchase any product from a supplier that is not on the Approved Suppliers List, Franchisee shall first notify Franchisor and shall upon request by Franchisor submit samples and such other information as Franchisor requires for examination and/or testing or to otherwise determine whether such product, material or supply, or such proposed supplier meets its specifications and quality standards. A charge not to exceed the reasonable cost of the inspection and evaluation and the actual cost of the test may be imposed by Franchisor and shall be paid by Franchisee or the supplier. Franchisor reserves the right to re-inspect the businesses and products of any supplier of an approved item and to revoke its approval of any item or supplier which fails to continue to meet any of Franchisor's criteria. G. All inventory, products and materials, and other items and supplies used in the operation of the Franchised Business which are not specifically required to be purchased in accordance with Franchisor's Approved Supplies List and Approved Suppliers List shall conform to the specifications and quality standards established by Franchisor from time to time. H. Franchisor's affiliate has developed a proprietary line of motorcycle-related goods bearing the Marks. Franchisee acknowledges that Franchisee shall carry an adequate supply and maintain a representative inventory of such Trademarked Product Lines as required by the Confidential Operations Manual. Franchisee shall maintain, carry and promote such Trademarked Product Lines for use in servicing the general public in order to meet customer demand as designated by Franchisor. Franchisee shall, throughout the term of this Agreement, purchase Trademarked Product Lines from Franchisor, Franchisor's affiliate or other designated sources which manufacture the Trademarked Product Lines to Franchisor's precise specifications and carry an adequate inventory of the Trademarked Product Lines. I. Franchisor may, in the future, develop and custom design a software package for conducting accounting, inventory control, point-of-sale functions and related activities ("Proprietary Software Package"). If developed, the software shall be proprietary to Franchisor and confidential information of Franchisor. Franchisor may not be able to practically alter the Proprietary Software Package to accommodate each and every franchisee of the System; therefore, Franchisee shall utilize the Proprietary Software Package in the operation of the Franchised Business and comply with all specifications and standards prescribed by Franchisor regarding the Proprietary Software Package, as will be provided from time to time in the Confidential Operations Manual. This unique software will be in an ongoing development and testing stage and upgrades may be implemented into the System at Franchisor's discretion. If developed, Franchisor or its designee shall provide ongoing service and support to Franchisee regarding the Proprietary Software Package, and Franchisor shall lease such software to Franchisee at the then-current rates published by Franchisor. J. Franchisee shall secure and maintain in force all required licenses, permits and certificates relating to the operation of the Franchised Business and shall operate the Franchised Business in full compliance with all applicable laws, ordinances and regulations, including without limitation, those relating to occupational hazards and health, consumer protection, trade regulation, equal employment opportunity, prevention and elimination of unlawful discrimination and harassment, worker's compensation, unemployment insurance, withholding and payment of Federal and State income taxes, social security taxes and sales, use and property taxes. Franchisee shall refrain from any merchandising, advertising or promotional practice which is unethical, which infringes upon the trade marks or copyrights of others which constitutes unfair competition, or which otherwise is or may be injurious to the business of Franchisor and/or other franchised businesses or to the goodwill associated with the Marks. K. Franchises shall in the operation of the Franchised Business use only displays, labels, forms and other products and documentation imprinted with the Marks and colors as prescribed from time to time by Franchisor. L. Prior to commencement of operation of the Franchised Business, Franchisee shall adequately supply the Franchised Business with a representative inventory as prescribed by Franchisor of motorcycle paraphernalia and hard goods and related items of the type, quantity and quality as specified by Franchisor. Franchisee shall maintain levels of inventory that will permit operation of the Franchised Business at maximum capacity. M. The Franchised Business shall at all times be under the direct, on-premises supervision of Franchisee or a trained and competent employee acting as full-time manager. Franchisee shall keep Franchisor informed at all times of the identity of any employee(s) acting as manager(s) of the Franchised Business. Franchisee shall, at all limes, faithfully, honestly and diligently perform its obligations hereunder and shall not engage in any business or other activities that will conflict with its obligations hereunder. N. Franchisee shall not install or maintain the Franchised Premises any telephone booths, newspaper racks, video games, juke boxes, gum machines, games, rides, vending machines or other similar devices without the written approval of Franchisor. O. Franchisee shall participate actively in a EASYRIDERS Regional Advisory Franchisee Council ("Council") and participate in all Council programs approved by Franchisor for Franchisee's particular Council. The purposes of the Council(s) include, but are not limited to, exchanging ideas and problem solving methods, advising Franchisor on expenditures for regional advertising, providing backup support and staffing for political influence, and coordinating System franchisee efforts. Franchisee shall pay all Council assessments levied by the Council, and Franchisor has the right to enforce this obligation. Assessments and expenditures may very from time to time and due to variations in Council participation and costs as determined by a particular Council and as approved by Franchisor. Although Franchisee shall pay such Council assessments, such assessments shall in no way diminish Franchisee's rights and the benefit of the bargain under this Agreement. Such Council(s) may be formed by Franchisor at such time that more than one (1) franchisee conducts a EASYRIDERS Franchised Business in any given region, the boundaries of such region to be determined in the sole and unfettered discretion of Franchisor. P. Franchisee shall notify Franchisor in writing within five (5) days of the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition of the Franchised Business.
Appears in 3 contracts
Samples: Franchise Agreement (Newriders Inc), Franchise Agreement (Newriders Inc), Franchise Agreement (Newriders Inc)
STANDARDS OF QUALITY AND PERFORMANCE. A. Franchisee shall comply understands and acknowledges the importance of TA's high and uniform standards of quality and service and the necessity of operating the TRUCKSTOPS OF AMERICA Franchise in conformity with all requirements set forth in this Agreement, the Confidential Operations Manual and other written policies supplied to Franchisee by Franchisor. Mandatory specifications, standards, operating procedures and rules prescribed from time to time by Franchisor in the Confidential Operations Manual or otherwise communicated to Franchisee in writing, shall constitute provisions of this Agreement as if fully set forth herein and shall be reasonably and uniformly applied to all franchisees. All references herein to this Agreement shall include all such mandatory specifications, TA's standards and operating procedures and rulesspecifications. Accordingly, Franchisee agrees that it shall comply with the entire System includingSystem, including but not limited toto the following:
A. Franchisee shall convert the operation of the Franchised Facility in accordance with the Conversion Obligation Schedule or as otherwise agreed in writing. Prior to such commencement, the requirements of this Paragraph XIIFranchisee shall have procured all necessary licenses, permits, and approvals, including but not limited to construction, occupancy and operating permits, hired and trained personnel, made all leasehold improvements, and purchased initial inventory.
B. Franchisee shall commence operation of the Franchised Business not later than six (6) months after the execution of this Agreement or as otherwise required in Franchisee's lease and approved by Franchisor. Prior agrees to such opening, Franchisee shall have compiled with all Franchisor's pre-opening standards and specifications. If Franchisee for any reason fails to commence operation as herein provided, such failure shall be considered a default and Franchisor may terminate this Agreement as herein provided.
C. Franchisee shall maintain the condition and appearance of the premises of the Franchised Premises Facility consistent with FranchisorTA's standardsstandards for the image of a TRUCKSTOPS OF AMERICA branded facility as an attractive, pleasant and comfortable facility conducive to buying by its customers. Franchisee shall maintain the Franchised Premises as is from time to time required agrees to maintain or improve the appearance and efficient operation of the Franchised Business, including, but not limited to, Facility including replacement of worn out or obsolete fixtures and signs, and repair of the exterior and interior of the Franchised BusinessFacility and redecorating. If at any time in FranchisorTA's judgment judgment, the general state of repair or the appearance of the premises of the Franchised Premises Facility or its equipment, fixtures, signs or decor does not meet FranchisorTA's standards thereforstandards, Franchisor TA shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiencyFranchisee. If Franchisee fails or refuses to initiate within Within thirty (30) days after receipt of such noticenotice (or such shorter period if required by law or required to protect person, property, or the environment), Franchisee shall initiate and thereafter continue, continue a bona fide program to complete any required maintenance, Franchisor maintenance or repair. TA shall have the right, in addition to all other remedies, to enter upon the premises of the Franchised Premises Facility and effect such maintenance maintenance, repairs, painting, decorating or replacements of equipment, fixtures or signs on behalf of Franchisee and Franchisee shall pay TA the entire costs thereof on demandthereof.
D. C. Franchisee shall make no material alterations to the Franchised Premises Facility nor shall Franchisee make material replacements of or alterations to the equipment, fixtures or signs of the Franchised Business Facility (i) inconsistent with the Basic Design (as described in the TA Planning and Design Standards Manual) or System, without the prior written approval of TA in TA's sole discretion, or (ii) otherwise, without the prior written approval of TA, such approval not to be unreasonably withheld.
D. The Franchise Site shall be used solely for the Facility, except as otherwise approved in advance in writing by FranchisorTA.
E. Except to the extent that Franchisee shall is prohibited from selling certain categories of products under the terms of the Franchised Facility lease, if any, Franchisee agrees that it will offer for sale and sell at the Franchised Business various Facility all types of motorcycle paraphernalia such as shirtsfood, jackets, belts, posters, products and related items services that TA from time to time authorizes and parts and related hard goods, and that it will not offer for sale or sell or provide at the Franchised Business Facility or the premises which it occupies any other category of merchandise or products or use such premises for any purpose other than the operation of a Franchised Business Facility in full compliance with this Franchise Agreement. Franchisee is prohibited from displaying, offering and selling any alcoholic beverages, packaged or otherwise, and any sexual or pornographic materials, including, without limitation, books, magazines, videotapes, cassettes, calendars, novelty and related items. Additionally, Franchisee shall immediately remove any product it offers for sale and cease offering any service which XX xxxxx inappropriate in its sole discretion.
F. From time to time, Franchisor TA shall provide to Franchisee with a current list of approved manufacturers, suppliers, suppliers and distributors authorized for the Franchised Business ("Approved Suppliers List") and a 1ist of approved inventory food and non-food products, fixtures, furniture, equipment, signs, stationery, supplies, and other items or services necessary to operate the Franchised Business ("Approved Supplies List")Facility. Franchisor TA may revise the Approved Supplies List and Approved Suppliers List list from time to time in its sole discretion. Franchisee recognizes and acknowledges that TA may receive fees, commissions and other considerations of value from approved manufacturers, suppliers and distributors, that Franchisee has no objection or right thereto, and that Franchisee shall receive only such part thereof, if any, as TA may in its sole discretion allocate.
G. Materials, supplies and products used in the operation of the Franchised Facility or otherwise held for resale (including but not limited to menu items, beverages, ingredients and other food and beverage products and materials, containers, packaging materials, other paper and plastic products, plates, cups, utensils, menus, uniforms, forms, cleaning and sanitation materials) shall conform to the specifications and quality standards established by TA from time to time and shall be procured from TA or suppliers approved by TA. If Franchisee proposes to offer for sale or use at the Franchised Business Facility any brand of product, or to use in the operation of the Franchised Facility, any brand of food ingredient or other material or supply which is not on the Approved Supplies List then approved by TA as meeting its minimum specifications and quality standards, or to purchase any product product, material or supply from a supplier that is not on the Approved Suppliers Listthen designated by TA as an approved supplier, then Franchisee shall first notify Franchisor TA in writing and shall upon request by Franchisor submit samples and such other information as Franchisor requires TA requests for examination and/or or testing or to otherwise determine whether such product, material or supply, or such proposed supplier supplier, meets its TA's specifications and quality standardsstandards or should otherwise be approved. If TA fails to disapprove the product, material, supply or supplier, or request more samples or more information, within fourteen (14) days of Franchisee's initial submission to TA, then Franchisee is free to commence the procurement. A charge not to exceed the reasonable cost of the inspection and evaluation and the actual cost of the test may be imposed by Franchisor and shall be paid by Franchisee or the supplierpromptly upon TA's request. Franchisor TA reserves the right to re-inspect the businesses facilities and products of any supplier of an approved item and to revoke its approval of any item or any supplier which fails to continue to meet any of FranchisorTA's criteria.
G. All inventory, products and materials, and other items and supplies used in the operation of the Franchised Business which are not specifically required H. Franchisee agrees to be purchased in accordance with Franchisor's Approved Supplies List and Approved Suppliers List shall conform to the specifications and quality standards established by Franchisor from time to time.
H. Franchisor's affiliate has developed a proprietary line of motorcycle-related goods bearing the Marks. Franchisee acknowledges that Franchisee shall carry an adequate supply and maintain a representative inventory of such Trademarked Product Lines as required by the Confidential Operations Manual. Franchisee shall maintain, carry and promote such Trademarked Product Lines for use in servicing the general public in order to meet customer demand as designated by Franchisor. Franchisee shall, throughout the term of this Agreement, purchase Trademarked Product Lines from Franchisor, Franchisor's affiliate or other designated sources which manufacture the Trademarked Product Lines to Franchisor's precise specifications and carry an adequate inventory of the Trademarked Product Lines.
I. Franchisor may, in the future, develop and custom design a software package for conducting accounting, inventory control, point-of-sale functions and related activities ("Proprietary Software Package"). If developed, the software shall be proprietary to Franchisor and confidential information of Franchisor. Franchisor may not be able to practically alter the Proprietary Software Package to accommodate each and every franchisee of the System; therefore, Franchisee shall utilize the Proprietary Software Package in the operation of the Franchised Business and comply fully with all specifications specifications, standards, operating procedures and standards prescribed by Franchisor regarding the Proprietary Software Package, as will be provided from time to time in the Confidential Operations Manual. This unique software will be in an ongoing development and testing stage and upgrades may be implemented into the System at Franchisor's discretion. If developed, Franchisor or its designee shall provide ongoing service and support to Franchisee regarding the Proprietary Software Package, and Franchisor shall lease such software to Franchisee at the then-current rates published by Franchisor.
J. Franchisee shall secure and maintain in force all required licenses, permits and certificates relating to the operation of the Franchised Business and shall operate the Franchised Business in full compliance with all applicable laws, ordinances and regulations, including without limitation, those relating to occupational hazards and health, consumer protection, trade regulation, equal employment opportunity, prevention and elimination of unlawful discrimination and harassment, worker's compensation, unemployment insurance, withholding and payment of Federal and State income taxes, social security taxes and sales, use and property taxes. Franchisee shall refrain from any merchandising, advertising or promotional practice which is unethical, which infringes upon the trade marks or copyrights of others which constitutes unfair competition, or which otherwise is or may be injurious to the business of Franchisor and/or other franchised businesses or to the goodwill associated with the Marks.
K. Franchises shall in the operation of the Franchised Business use only displays, labels, forms and other products and documentation imprinted with the Marks and colors as rules prescribed from time to time by Franchisor.
L. Prior to commencement of operation of TA in the Franchised Business, Franchisee shall adequately supply the Franchised Business with a representative inventory as prescribed by Franchisor of motorcycle paraphernalia and hard goods and related items of the type, quantity and quality as specified by Franchisor. Franchisee shall maintain levels of inventory that will permit operation of the Franchised Business at maximum capacity.
M. The Franchised Business shall at all times be under the direct, on-premises supervision of Franchisee or a trained and competent employee acting as full-time manager. Franchisee shall keep Franchisor informed at all times of the identity of any employee(s) acting as manager(s) of the Franchised Business. Franchisee shall, at all limes, faithfully, honestly and diligently perform its obligations hereunder and shall not engage in any business Confidential Operations Manual (or other activities that will conflict with its obligations hereunder.
N. operations manual), or otherwise communicated to Franchisee shall not install or maintain in writing and designated by TA as constituting mandatory standards (the Franchised Premises any telephone booths"Mandatory Standards"), newspaper racks, video games, juke boxes, gum machines, games, rides, vending machines or other similar devices without the written approval of Franchisor.
O. Franchisee shall participate actively in a EASYRIDERS Regional Advisory Franchisee Council ("Council") and participate in all Council programs approved by Franchisor for Franchisee's particular Council. The purposes of the Council(s) include, including but are not limited toto specifications, exchanging ideas standards, operating procedures and problem solving methods, advising Franchisor on expenditures for regional advertising, providing backup support and staffing for political influence, and coordinating System franchisee efforts. Franchisee shall pay all Council assessments levied by the Council, and Franchisor has the right to enforce this obligation. Assessments and expenditures may very rules as in effect from time to time relating to the following:
1. The safety, maintenance, cleanliness, sanitation, function and due to variations in Council participation and costs as determined by a particular Council and as approved by Franchisor. Although Franchisee shall pay such Council assessments, such assessments shall in no way diminish Franchisee's rights and the benefit of the bargain under this Agreement. Such Council(s) may be formed by Franchisor at such time that more than one (1) franchisee conducts a EASYRIDERS Franchised Business in any given region, the boundaries of such region to be determined in the sole and unfettered discretion of Franchisor.
P. Franchisee shall notify Franchisor in writing within five (5) days of the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition appearance of the Franchised Business.Facility and its equipment, fixtures, decor and signs and the maintenance and service agreements therefor;
2. Training, dress, uniform, general appearance and demeanor of Franchised Facility employees;
3. Type, quality, taste, portion control and uniformity, and manner of preparation, packaging, display and sale, of all food, beverages, merchandise, fuel and other items sold by the Franchised Facility;
4. Maintaining the Franchised Facility open for business twenty-four (24) hours per day, seven (7) days per week;
Appears in 1 contract
STANDARDS OF QUALITY AND PERFORMANCE. A. Franchisee shall comply with all requirements set forth in this Agreement, the Confidential Operations Manual and other written policies supplied to Franchisee by Franchisor. Mandatory specifications, standards, operating procedures and rules prescribed from time to time by Franchisor in the Confidential Operations Manual or otherwise communicated to Franchisee in writing, shall constitute provisions of this Agreement as if fully set forth herein and shall be reasonably and uniformly applied to all franchisees. All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures and rules. Franchisee shall comply with the entire System including, but not limited to, the requirements of this Paragraph XII.:
B. A. Franchisee shall commence operation of the retail store of the Franchised Retail Business not later than six nine (69) months after the execution of this Agreement or as otherwise required in Franchisee's lease and approved by Franchisor. Prior to such opening, Franchisee shall have compiled complied with all Franchisor's pre-opening standards and specifications. If Franchisee for any reason fails to commence operation as herein provided, such failure shall be considered a default and Franchisor may terminate this Agreement as herein provided.
C. B. Franchisee shall maintain the condition and appearance of the premises of the Franchised Premises Retail Business consistent with Franchisor's standards. Franchisee shall maintain the premises of the Franchised Premises Retail Business as is from time to time required to maintain or improve the appearance and efficient operation of the Franchised Retail Business, including, but not limited to, replacement of worn out or obsolete fixtures and signs, and repair of the exterior and interior of the Franchised Retail Business. If at any time in Franchisor's judgment the general state of repair or the appearance of the premises of the Franchised Premises Retail Business or its equipment, fixtures, signs or decor does not meet Franchisor's standards therefor, Franchisor shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiency. If Franchisee fails or refuses to initiate within thirty (30) 30 days after receipt of such notice, and thereafter continue, a bona fide program to complete any required maintenance, Franchisor shall have the right, in addition to all other remedies, to enter upon the premises of the Franchised Premises Retail Business and effect such maintenance on behalf of Franchisee and Franchisee shall pay the entire costs thereof on demand.
D. C. Franchisee shall make no material alterations to the premises of the Franchised Premises Retail Business nor shall Franchisee make material replacements of or alterations to the equipment, fixtures or signs of the Franchised Retail Business without the prior written approval by Franchisor.
E. D. Franchisee shall offer for sale and sell at the Franchised Retail Business various all types and mix of motorcycle paraphernalia such as shirtscorporate gifts, jacketswall decor, beltsself-help books, postersaudio tapes, video tapes, personalized gifts and related items and parts and related hard goods, awards that Franchisor from time to time authorizes and will not offer for sale or sell or provide at the Franchised Retail Business or the premises which it occupies any other category of merchandise or products or use such premises for any purpose other than the operation of a Franchised Retail Business in full compliance with this Agreement.
F. E. From time to time, Franchisor shall provide to Franchisee a list of approved manufacturers, suppliers, and distributors authorized for the Franchised Retail Business ("Approved Suppliers List") and a 1ist list of approved inventory products, fixtures, furniture, equipment, signs, stationery, suppliessuppliers, and other items or services necessary to operate the Franchised Retail Business ("Approved Supplies List"). Franchisor may revise the Approved Supplies List and Approved Suppliers List from time to time in its sole discretion. If Franchisee proposes to offer for sale or use at the Franchised Retail Business any brand of product, or other material or supply which is not on the Approved Supplies List or to purchase any product from a supplier that is not on the Approved Suppliers List, Franchisee shall first notify Franchisor and shall upon request by Franchisor submit samples and such other information as Franchisor requires for examination and/or testing or to otherwise determine whether such product, material or supply, or such proposed supplier meets its specifications and quality standards. A charge not to exceed the reasonable cost of the inspection and evaluation and the actual cost of the test may be imposed by Franchisor and shall be paid by Franchisee or the supplier. Franchisor reserves the right to re-inspect the businesses facilities and products of any supplier of an approved item and to revoke its approval of any item or supplier which fails to continue to meet any of Franchisor's criteria.
G. All inventory, products and materials, and other items and supplies used in the operation of the Franchised Business which are not specifically required to be purchased in accordance with Franchisor's Approved Supplies List and Approved Suppliers List shall conform to the specifications and quality standards established by Franchisor from time to time.
H. Franchisor's affiliate has developed a proprietary line of motorcycle-related goods bearing the Marks. F. Franchisee acknowledges that Franchisee shall carry an adequate supply essential element of the System is the line of proprietary products developed by Franchisor and maintain a representative inventory of such Trademarked Product Lines as required by the Confidential Operations Manual. Franchisee shall maintain, carry and promote such Trademarked Product Lines for use in servicing the general public in order to meet customer demand as designated by Franchisor. Franchisee shall, throughout the term of this Agreement, purchase Trademarked Product Lines from Franchisor, Franchisor's affiliate subsidiaries (the "Proprietary or other designated sources which manufacture the Trademarked Product Lines to Franchisor's precise specifications and carry an adequate inventory of the Trademarked Product Lines.
I. Franchisor may, in the future, develop and custom design a software package for conducting accounting, inventory control, point-of-sale functions and related activities ("Proprietary Software Package"). If developed, the software shall be proprietary to Franchisor and confidential information of Franchisor. Franchisor may not be able to practically alter the Proprietary Software Package to accommodate each and every franchisee of the System; therefore, Franchisee shall utilize the Proprietary Software Package in the operation of the Franchised Business and comply with all specifications and standards prescribed by Franchisor regarding the Proprietary Software Package, as will be provided from time to time in the Confidential Operations Manual. This unique software will be in an ongoing development and testing stage and upgrades may be implemented into the System at Franchisor's discretion. If developed, Franchisor or its designee shall provide ongoing service and support to Franchisee regarding the Proprietary Software Package, and Franchisor shall lease such software to Franchisee at the then-current rates published by Franchisor.
J. Franchisee shall secure and maintain in force all required licenses, permits and certificates relating to the operation of the Franchised Business and shall operate the Franchised Business in full compliance with all applicable laws, ordinances and regulations, including without limitation, those relating to occupational hazards and health, consumer protection, trade regulation, equal employment opportunity, prevention and elimination of unlawful discrimination and harassment, worker's compensation, unemployment insurance, withholding and payment of Federal and State income taxes, social security taxes and sales, use and property taxes. Franchisee shall refrain from any merchandising, advertising or promotional practice which is unethical, which infringes upon the trade marks or copyrights of others which constitutes unfair competition, or which otherwise is or may be injurious to the business of Franchisor and/or other franchised businesses or to the goodwill associated with the Marks.
K. Franchises shall in the operation of the Franchised Business use only displays, labels, forms and other products and documentation imprinted with the Marks and colors as prescribed from time to time by Franchisor.
L. Prior to commencement of operation of the Franchised Business, Franchisee shall adequately supply the Franchised Business with a representative inventory as prescribed by Franchisor of motorcycle paraphernalia and hard goods and related items of the type, quantity and quality as specified by Franchisor. Franchisee shall maintain levels of inventory that will permit operation of the Franchised Business at maximum capacity.
M. The Franchised Business shall at all times be under the direct, on-premises supervision of Franchisee or a trained and competent employee acting as full-time manager. Franchisee shall keep Franchisor informed at all times of the identity of any employee(s) acting as manager(s) of the Franchised Business. Franchisee shall, at all limes, faithfully, honestly and diligently perform its obligations hereunder and shall not engage in any business or other activities that will conflict with its obligations hereunder.
N. Franchisee shall not install or maintain the Franchised Premises any telephone booths, newspaper racks, video games, juke boxes, gum machines, games, rides, vending machines or other similar devices without the written approval of Franchisor.
O. Franchisee shall participate actively in a EASYRIDERS Regional Advisory Franchisee Council ("Council") and participate in all Council programs approved by Franchisor for Franchisee's particular Council. The purposes of the Council(s) include, but are not limited to, exchanging ideas and problem solving methods, advising Franchisor on expenditures for regional advertising, providing backup support and staffing for political influence, and coordinating System franchisee efforts. Franchisee shall pay all Council assessments levied by the Council, and Franchisor has the right to enforce this obligation. Assessments and expenditures may very from time to time and due to variations in Council participation and costs as determined by a particular Council and as approved by Franchisor. Although Franchisee shall pay such Council assessments, such assessments shall in no way diminish Franchisee's rights and the benefit of the bargain under this Agreement. Such Council(s) may be formed by Franchisor at such time that more than one (1) franchisee conducts a EASYRIDERS Franchised Business in any given region, the boundaries of such region to be determined in the sole and unfettered discretion of Franchisor.
P. Franchisee shall notify Franchisor in writing within five (5) days of the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition of the Franchised Business.
Appears in 1 contract
STANDARDS OF QUALITY AND PERFORMANCE. A. Franchisee shall comply with all requirements set forth in this Agreement, the Confidential Operations Manual and other written policies supplied to Franchisee by Franchisor. Mandatory specifications, standards, operating procedures and rules prescribed from time to time by Franchisor in the Confidential Operations Manual or otherwise communicated to Franchisee in writing, shall constitute provisions of this Agreement as if fully set forth herein and shall be reasonably and uniformly applied to all franchisees. All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures and rules. Franchisee Franchise Owner shall comply with the entire System developed by the Franchisor including, but not limited towithout limitation, the requirements following: Secure Site and Open the Click IT Store in 180 Days Within ninety (90) days after the date of this Paragraph XII.
B. Franchisee Agreement, Franchise Owner must obtain the Franchisor's written approval of the site for the Franchised Business and the proposed lease agreement for the location of The Click IT Store and furnish to Franchisor a fully executed copy or original of each of the agreements described in Section IV (D) above. If Franchise Owner for any reason fails to satisfy the foregoing requirements as herein provided, Franchisor shall have the right to terminate this Agreement in the manner herein provided. If this Agreement is terminated pursuant to this paragraph, the Franchisor may keep the Initial Franchise Fee paid by Franchise Owner to Franchisor as liquidated damages, not as a penalty. Franchise Owner shall commence operation of the Franchised Business The Click IT Store not later than six one-hundred and eighty (6180) months days after the execution date of this Agreement or as otherwise required in Franchisee's lease and approved by FranchisorAgreement. Prior to such opening, Franchisee Franchise Owner shall have compiled with procured all necessary licenses, permits, and approvals, including, without limitation, construction permits and licenses, and shall have hired and trained personnel made all leasehold improvements, and purchased and installed necessary equipment, and procured a representative inventory as required by the Franchisor's pre-opening standards and specifications. If Franchisee Franchise Owner for any reason fails to commence operation operations as herein provided, unless Franchise Owner is precluded from doing so by war or civil disturbance or natural disaster, such failure shall be considered a default hereunder and the Franchisor may terminate this Agreement as in the manner herein provided.
C. Franchisee shall maintain the condition and appearance of the Franchised Premises consistent with Franchisor's standards. Franchisee shall maintain the Franchised Premises as is from time to time required to maintain or improve the appearance and efficient operation of the Franchised Business, including, but not limited to, replacement of worn out or obsolete fixtures and signs, and repair of the exterior and interior of the Franchised Business. If at any time in Franchisor's judgment this Agreement is terminated pursuant to this paragraph, the general state of repair or the appearance of the Franchised Premises or its equipment, fixtures, signs or decor does not meet Franchisor's standards therefor, Franchisor shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiency. If Franchisee fails or refuses to initiate within thirty (30) days after receipt of such notice, and thereafter continue, 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 on behalf of Franchisee and Franchisee shall pay the entire costs thereof on demand.
D. Franchisee shall make no material alterations to the Franchised Premises nor shall Franchisee make material replacements of or alterations to the equipment, fixtures or signs of the Franchised Business without the prior written approval by Franchisor.
E. Franchisee shall offer for sale and sell at the Franchised Business various types of motorcycle paraphernalia such as shirts, jackets, belts, posters, and related items and parts and related hard goods, and will not offer for sale or sell or provide at the Franchised Business or the premises which it occupies any other category of merchandise or products or use such premises for any purpose other than the operation of a Franchised Business in full compliance with this Agreement.
F. From time to time, Franchisor shall provide to Franchisee a list of approved manufacturers, suppliers, and distributors authorized for the Franchised Business ("Approved Suppliers List") and a 1ist of approved inventory products, fixtures, furniture, equipment, signs, stationery, supplies, and other items or services necessary to operate the Franchised Business ("Approved Supplies List"). Franchisor may revise keep the Approved Supplies List and Approved Suppliers List from time to time in its sole discretion. If Franchisee proposes to offer for sale or use at the Franchised Business any brand of product, or other material or supply which is not on the Approved Supplies List or to purchase any product from a supplier that is not on the Approved Suppliers List, Franchisee shall first notify Franchisor and shall upon request by Franchisor submit samples and such other information as Franchisor requires for examination and/or testing or to otherwise determine whether such product, material or supply, or such proposed supplier meets its specifications and quality standards. A charge not to exceed the reasonable cost of the inspection and evaluation and the actual cost of the test may be imposed by Franchisor and shall be Initial Franchise Fee paid by Franchisee or the supplier. Franchisor reserves the right to re-inspect the businesses and products of any supplier of an approved item and to revoke its approval of any item or supplier which fails to continue to meet any of Franchisor's criteria.
G. All inventory, products and materials, and other items and supplies used in the operation of the Franchised Business which are not specifically required to be purchased in accordance with Franchisor's Approved Supplies List and Approved Suppliers List shall conform to the specifications and quality standards established by Franchisor from time to time.
H. Franchisor's affiliate has developed a proprietary line of motorcycle-related goods bearing the Marks. Franchisee acknowledges that Franchisee shall carry an adequate supply and maintain a representative inventory of such Trademarked Product Lines as required by the Confidential Operations Manual. Franchisee shall maintain, carry and promote such Trademarked Product Lines for use in servicing the general public in order to meet customer demand as designated by Franchisor. Franchisee shall, throughout the term of this Agreement, purchase Trademarked Product Lines from Franchisor, Franchisor's affiliate or other designated sources which manufacture the Trademarked Product Lines to Franchisor's precise specifications and carry an adequate inventory of the Trademarked Product Lines.
I. Franchisor may, in the future, develop and custom design a software package for conducting accounting, inventory control, point-of-sale functions and related activities ("Proprietary Software Package"). If developed, the software shall be proprietary Franchise Owner to Franchisor and confidential information of Franchisor. Franchisor may as liquidated damages, not be able to practically alter the Proprietary Software Package to accommodate each and every franchisee of the System; therefore, Franchisee shall utilize the Proprietary Software Package in the operation of the Franchised Business and comply with all specifications and standards prescribed by Franchisor regarding the Proprietary Software Package, as will be provided from time to time in the Confidential Operations Manual. This unique software will be in an ongoing development and testing stage and upgrades may be implemented into the System at Franchisor's discretion. If developed, Franchisor or its designee shall provide ongoing service and support to Franchisee regarding the Proprietary Software Package, and Franchisor shall lease such software to Franchisee at the then-current rates published by Franchisora penalty.
J. Franchisee shall secure and maintain in force all required licenses, permits and certificates relating to the operation of the Franchised Business and shall operate the Franchised Business in full compliance with all applicable laws, ordinances and regulations, including without limitation, those relating to occupational hazards and health, consumer protection, trade regulation, equal employment opportunity, prevention and elimination of unlawful discrimination and harassment, worker's compensation, unemployment insurance, withholding and payment of Federal and State income taxes, social security taxes and sales, use and property taxes. Franchisee shall refrain from any merchandising, advertising or promotional practice which is unethical, which infringes upon the trade marks or copyrights of others which constitutes unfair competition, or which otherwise is or may be injurious to the business of Franchisor and/or other franchised businesses or to the goodwill associated with the Marks.
K. Franchises shall in the operation of the Franchised Business use only displays, labels, forms and other products and documentation imprinted with the Marks and colors as prescribed from time to time by Franchisor.
L. Prior to commencement of operation of the Franchised Business, Franchisee shall adequately supply the Franchised Business with a representative inventory as prescribed by Franchisor of motorcycle paraphernalia and hard goods and related items of the type, quantity and quality as specified by Franchisor. Franchisee shall maintain levels of inventory that will permit operation of the Franchised Business at maximum capacity.
M. The Franchised Business shall at all times be under the direct, on-premises supervision of Franchisee or a trained and competent employee acting as full-time manager. Franchisee shall keep Franchisor informed at all times of the identity of any employee(s) acting as manager(s) of the Franchised Business. Franchisee shall, at all limes, faithfully, honestly and diligently perform its obligations hereunder and shall not engage in any business or other activities that will conflict with its obligations hereunder.
N. Franchisee shall not install or maintain the Franchised Premises any telephone booths, newspaper racks, video games, juke boxes, gum machines, games, rides, vending machines or other similar devices without the written approval of Franchisor.
O. Franchisee shall participate actively in a EASYRIDERS Regional Advisory Franchisee Council ("Council") and participate in all Council programs approved by Franchisor for Franchisee's particular Council. The purposes of the Council(s) include, but are not limited to, exchanging ideas and problem solving methods, advising Franchisor on expenditures for regional advertising, providing backup support and staffing for political influence, and coordinating System franchisee efforts. Franchisee shall pay all Council assessments levied by the Council, and Franchisor has the right to enforce this obligation. Assessments and expenditures may very from time to time and due to variations in Council participation and costs as determined by a particular Council and as approved by Franchisor. Although Franchisee shall pay such Council assessments, such assessments shall in no way diminish Franchisee's rights and the benefit of the bargain under this Agreement. Such Council(s) may be formed by Franchisor at such time that more than one (1) franchisee conducts a EASYRIDERS Franchised Business in any given region, the boundaries of such region to be determined in the sole and unfettered discretion of Franchisor.
P. Franchisee shall notify Franchisor in writing within five (5) days of the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition of the Franchised Business.
Appears in 1 contract
Samples: Franchise Agreement
STANDARDS OF QUALITY AND PERFORMANCE. A. Franchisee shall comply with all requirements set forth in this Agreement, the Confidential Operations Manual and other written policies supplied to Franchisee by Franchisor. Mandatory specifications, standards, operating procedures and rules prescribed from time to time by Franchisor in the Confidential Operations Manual or otherwise communicated to Franchisee in writing, shall constitute provisions of this Agreement as if fully set forth herein and shall be reasonably and uniformly applied to all franchisees. All references herein to this Agreement shall include all such mandatory specifications, standards and operating procedures and rules. Franchisee shall comply with the entire System including, but not limited to, the requirements provisions of this Paragraph XII.
B. Franchisee shall commence operation of the Franchised Business not later than six nine (69) months after the execution of this Agreement or as Agreement, unless otherwise required agreed upon in Franchisee's lease and approved writing by Franchisor. Prior to such opening, Franchisee shall have compiled complied with all Franchisor's pre-opening standards and specifications. If Franchisee for any reason fails to commence operation as herein provided, such failure shall be considered a default and Franchisor may terminate this Agreement as herein provided.
C. Franchisee shall maintain the condition and appearance of the Franchised Premises consistent with Franchisor's standards. Franchisee shall maintain the Franchised Premises as is from time to time required to maintain or improve the appearance and efficient operation of the Franchised Business, Business including, but not limited to, replacement of worn out or obsolete fixtures and signs, and repair of the exterior and interior of the Franchised BusinessPremises. If at any time time, in Franchisor's judgment judgment, the general state of repair or the appearance of the Franchised Premises or its equipment, fixtures, signs or decor does not meet Franchisor's standards therefor, Franchisor shall so notify Franchisee, specifying the action to be taken by Franchisee to correct such deficiency. If Franchisee fails or refuses to initiate within thirty (30) days after receipt of such notice, and thereafter continue, 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 on behalf of Franchisee and Franchisee shall pay the entire costs thereof on demand.
D. Franchisee shall make no material alterations to the Franchised Premises nor shall Franchisee make material replacements of replace or alterations to alter the equipment, fixtures or signs of the Franchised Business without the prior written approval by Franchisor.
E. Franchisee shall offer for sale sale, use, sell and sell provide at the Franchised Business various all types of motorcycle paraphernalia such as shirts, jackets, belts, posters, pick-up truck accessories and related items merchandise, products and parts and related hard goods, services that Franchisor from time to time authorizes and will not offer for sale or sell or provide at the Franchised Business or the premises which it occupies any other category of merchandise or products or use such premises for any purpose other than the operation of a the Franchised Business in full compliance with this Agreement.
F. From time to time, Franchisor shall provide to Franchisee a list of approved manufacturers, suppliers, suppliers and distributors authorized for the Franchised Business ("Approved Suppliers List") and a 1ist list of approved inventory inventory, products, fixtures, furniture, equipment, signs, stationery, supplies, supplies and other items or services necessary to operate the Franchised Business ("Approved Supplies List"). Franchisor may revise the Approved Supplies List and Approved Suppliers List from time to time in its sole discretion. If Franchisee proposes to offer for sale or use at the Franchised Business any brand of product, or other material or supply which is not on the Approved Supplies List or to purchase any product from a supplier that is not on the Approved Suppliers List, Franchisee shall first notify Franchisor and shall upon request by Franchisor submit samples and such other information as Franchisor requires for examination and/or testing or to otherwise determine whether such product, material or supply, or such proposed supplier meets its specifications and quality standards. A charge not to exceed the reasonable cost of the inspection and evaluation and the actual cost of the test may be imposed by Franchisor and shall be paid by Franchisee or the supplier. Franchisor reserves the right to re-inspect the businesses facilities and products of any supplier of an approved item and to revoke its approval of any item or supplier which fails to continue to meet any of Franchisor's criteriacriteria or which refuses to allow re-inspection.
G. All inventory, products and materials, and other items and supplies used in the operation of the Franchised Business which are not specifically required to be purchased in accordance with Franchisor's Approved Supplies List and Approved Suppliers List shall conform to the specifications and quality standards established by Franchisor from time to time.
H. Franchisor's affiliate has Franchisor may, in the future, develop certain Trademarked Product Lines consisting of specially developed a proprietary line of motorcycleor private labeled pick-related goods up truck accessories or other merchandise and products bearing the Marks. At such time as Franchisor introduces the Trademarked Product Lines into the System (if ever), Franchisee acknowledges that Franchisee shall be required to carry an adequate supply and maintain a representative inventory of such Trademarked Product Lines as required by the Confidential Operations Manual. , and Franchisee shall maintain, carry and promote such Trademarked Product Lines for use in servicing the general public in order to meet customer demand as designated by Franchisor. Franchisee shall, throughout the term of this Agreement, purchase Trademarked Product Lines from Franchisor, Franchisor's affiliate or other designated sources which manufacture the Trademarked Product Lines to Franchisor's precise specifications and carry an adequate inventory of the Trademarked Product Linesspecifications.
I. Franchisor may, in the future, develop and custom design a software package for conducting accounting, inventory control, point-of-sale functions accounting and related activities ("Proprietary Software Package")activities. If developed, the software Software shall be proprietary to Franchisor and confidential information of Franchisor. Franchisor may has determined that it shall not be able to practically alter the Proprietary Software Package and System to accommodate each and every franchisee of the System; therefore, Franchisee shall utilize the Proprietary Software Package in the operation of the Franchised Business and comply with all specifications and standards prescribed by Franchisor regarding the Proprietary Software PackageSoftware, as will shall be provided from time to time in the Confidential Operations Manual. This unique software will be in an ongoing development and testing stage state and upgrades may be implemented into the System at Franchisor's discretion. If developed, Franchisor or its designee shall provide ongoing service and support to Franchisee regarding the Proprietary Software PackageSoftware, and Franchisor shall lease such software to Franchisee at the then-current rates published by Franchisor.
J. Franchisee Franchisee, at its expense, shall secure and maintain in force all required licenses, permits and certificates relating to the operation of the Franchised Business and shall operate the Franchised Business in full compliance with all applicable laws, ordinances and regulationsregulations including, including without limitation, those all government regulations relating to occupational hazards and health, consumer protection, trade regulation, equal employment opportunity, prevention and elimination of unlawful discrimination and harassment, worker's workers' compensation, unemployment insurance, insurance and withholding and payment of Federal federal and State state income taxes, social security taxes and sales, use and property taxes. Franchisee shall refrain from any merchandising, advertising or promotional practice which is unethical, which infringes upon the trade marks or copyrights of others which constitutes unfair competition, or which otherwise is unethical or may be injurious to the business of Franchisor and/or other franchised businesses Franchised Business or to the goodwill associated with the Marks.
K. Franchises shall Franchisee shall, in the operation of the Franchised Business Business, use only displays, labels, forms and other products and documentation imprinted with the Marks and colors as prescribed from time to time by Franchisor.
L. Prior to commencement of operation of the Franchised Business, Franchisee shall adequately supply the Franchised Business with a representative inventory as prescribed by Franchisor of motorcycle paraphernalia and hard goods and related items pick-up truck accessories of the type, quantity and quality as specified by Franchisor. Franchisee shall maintain levels of inventory that will shall permit operation of the Franchised Business at maximum capacity.
M. The Franchised Business shall at all times be under the direct, on-premises supervision of Franchisee (or a trained and competent employee acting as full-time manager). Franchisee shall keep Franchisor informed at all times of the identity of any employee(s) acting as manager(s) of the Franchised Business. To the extent that Franchisor can reasonably accommodate Franchisee's manager in Franchisee's regularly scheduled training course, Franchisor shall make training available, as is reasonable and necessary, for all managers designated by Franchisee. Franchisor shall provide such training as provided in Paragraph IV.D. of this Agreement. In no event will Franchisor be under any obligation to provide individual training to Franchisee's managers. Franchisee shall, at all limestimes, faithfully, honestly and diligently perform its obligations hereunder and shall not engage in any business or other activities that will conflict with its obligations hereunder.
N. Franchisee shall not install or maintain on the Franchised Premises any telephone booths, newspaper racks, video games, juke boxes, gaming machines, gum machines, games, rides, vending machines or other similar devices without the written approval of Franchisor.
O. Franchisee shall participate actively At such time that more than one (1) franchisee conducts a Franchised Business in any given region (the boundaries of such region to be determined in the sole and absolute discretion of Franchisor), Franchisor may form a EASYRIDERS PICK-UPS PLUS Regional Advisory Franchisee Council ("Council") and ). Franchisee shall participate in all Council programs approved by Franchisor for Franchisee's particular Council. The purposes of the Council(s) include, but are not limited to, exchanging ideas and problem problem-solving methods, advising Franchisor on expenditures for regional advertising, providing backup back-up support and staffing for political influence, influence and coordinating System franchisee efforts. Franchisee shall pay all Council assessments levied by the Council, and Franchisor has the right to enforce this obligation. Assessments Amounts and expenditures may very vary from time to time and due to variations in Council participation and costs as determined by a particular Council and as approved by Franchisor. Although Franchisee shall pay such Council assessments, such assessments shall in no way diminish Franchisee's rights and the benefit of the bargain under this Agreement. Such Council(s) may be formed by Franchisor at such time that more than one (1) franchisee conducts a EASYRIDERS Franchised Business in any given region, the boundaries of such region to be determined in the sole and unfettered discretion of Franchisor.
P. Franchisee shall notify Franchisor in writing within five (5) days of any written threat or the actual commencement of any action, suit, suit or proceeding, and proceeding or of the issuance of any order, writ, injunction, award, award or decree of any court, agency, agency or other governmental instrumentality, instrumentality which may adversely affect the operation or financial condition of the Franchised Business.
Appears in 1 contract
