EXHIBIT 10.5
[ENGLISH TRANSLATION]
[This is an English translation of a document that was written in the Portuguese
language.]
MASTER FRANCHISE AGREEMENT ENTERED INTO BY AND BETWEEN VENBO COMERCIO DE
ALIMENTOS LTDA. AND XXXXXXX XXXXXX XX XXXXXXXX XXXXXXXX
By means of the present private instrument, on one hand, VENBO COMERCIO DE
ALIMENTOS LTDA., a company enrolled as General Taxpayer under CNPJ/MF no.
71.833.552/0001-29, with head office in the City and State of Xxx xx Xxxxxxx, xx
Xxxxxxx Xxxxxx, 0000, part, Bonsucesso, with the express consent of its
quotaholder, BRAZIL FAST FOOD CORPORATION, holder of the BOB'S trademark and
herein represented pursuant to its Articles of Association, hereinafter called
FRANCHISOR, and, on the other hand, XXXXXXX XXXXXX XX XXXXXXXX XXXXXXXX,
Brazilian citizen, married, businessman, bearer of the Identity Card RG no.
22.102-D issued by the Brazilian Regional Council of Engineering and
Architecture of the State of Rio de Janeiro, enrolled as Individual Taxpayer
under CPF/MF no. 334.461.567/04, resident and domiciled at Rua das Acacias, 157,
Gavea, in the City and State of Rio de Janeiro, hereinafter simply called MASTER
FRANCHISEE, have decided to enter into this Master Franchise Agreement, to be
governed by the following clauses and conditions:
WHEREAS
A. The Franchisor has developed a certain type of restaurant as well as its
Operation System (the "BOB'S System") and, accordingly, it has included in its
corporate purposes the activities of operating and granting franchises for BOB'S
Restaurants.
B. The Franchisor is entitled to sublicense the trademarks BOB'S, BIG XXX, BOB'S
EXPRESS and all other trademarks used in connection with the operation of the
BOB'S restaurants, which trademarks are the exclusive property of the majority
quotaholder, Brazil Fast Food Corporation.
C. The applicant received, analyzed and is fully in agreement with the content
and procedures described in the copy of the Franchise Circular on "The BOB'S
Franchise System" and other documents submitted during the negotiation between
the parties, and that the applicant manifested to the Franchisor his willingness
to become a Master Franchisee in Portugal in order to operate and grant
franchises of the BOB'S Restaurants.
D. The applicant was informed by letter that his request to become a Master
Franchisee of the BOB'S Restaurants to be installed in Portugal was approved by
Franchisor, provided that all requirements established by Franchisor herein and
in any other agreements to be subsequently signed are duly complied with.
[ENGLISH TRANSLATION]
E. The applicant shall, within the established term of ten (10) years, open in
Portugal all BOB'S units specified in Section 8 hereof, including the units to
be operated by the Master Franchisee himself as well as other units to be
operated by his franchisees,
F. The Franchisor identifies the BOB'S System by means of certain trade names,
service marks, registered marks, logotypes, symbols and indication of origin,
including the BOB'S xxxx.
G. The Master Franchisee intends to obtain the right to enter into Franchise
Agreements to grant licenses to his future franchisees for installation and
operation of restaurants under the BOB'S registered marks using the System in
Portugal and also wishes to be assisted, trained and licensed by Franchisor, in
the capacity of Master Franchisee.
BY MEANS OF THIS AGREEMENT AND OF THE LETTERS OF INTENT SIGNED ON 11/11/99 AND
ON 12/02/99, THE PARTIES AGREE AS FOLLOWS:
SECTION 1
During the validity of this Agreement the Master Franchisee understands that he
was personally and individually chosen by the Franchisor to be the Master
Franchisee and undertakes to open five (5) own restaurants in the territory of
the Portuguese Republic (hereinafter "Territory") and to grant twenty-five (25)
franchises to potential franchisees (hereinafter collectively called
"Franchisees") and to use the BOB'S System and the registered marks exclusively
for such purpose and only in the referred Territory.
SECTION 2
The Master Franchisee hereby assures that he will have a minimum interest of 40%
(forty percent) of the capital of a company to be organized to exploit the BOB'S
Master Franchise in the Territory, also undertaking to maintain the same
corporate interest in each of the companies to be organized for operation of his
own units.
SOLE PARAGRAPH. The Master Franchisee may hold the minimum interest required
above in an indirect manner, through a company that holds such interest.
SECTION 3
The Master Franchisee warrants that as operator, he will dedicate all time
necessary to the administration of the business and his personal involvement in
the operation activities of the BOB'S Master Franchise and that he will have no
other direct or indirect involvement in the operation or administration of other
restaurants, whatever their nature or type may be.
SECTION 4
The Franchisor shall not install any restaurant in the Territory during the life
of this Agreement.
[ENGLISH TRANSLATION]
SECTION 5
For purposes of this Agreement the word "franchisee" shall mean an individual to
be selected by the Master Franchisee for assignment of the franchise rights in
the Territory, provided that all conditions specified herein shall be
maintained.
SECTION 6
Also for purposes of this Agreement the expression "Own Restaurant" or "Own
Unit" shall mean the restaurant to be operated by the Master Franchisee, as part
of this Agreement. FIRST PARAGRAPH - In the same manner, for purposes hereof,
the expression "Franchised Restaurant" or "Franchised Unit" shall mean any
restaurant to be operated by the Master Franchisee's franchisees.
SECOND PARAGRAPH - The Master Franchisee may also develop partnerships with
investors to open stores under the joint venture system, provided that all
conditions set forth herein concerning operation of a BOB'S unit are duly
maintained.
LIFE OF THE AGREEMENT, NUMBER OF STORES TO BE OPENED AND TERM FOR OPENING THE
BOB'S STORES.
SECTION 7.
This Agreement shall enter into force on this date and shall be valid for a term
of twenty (20) years, renewable for an equal period of twenty (20) years, with
observance of Section 41 hereof.
SOLE PARAGRAPH: In the tenth (10th) year of validity of this Agreement,
Franchisor shall evaluate the performance of Master Franchisee in the Territory,
taking into account the number of stores in operation and market potential.
Should the evaluation not be deemed satisfactory, the parties shall, by mutual
agreement, retain an outside consultant to evaluate the performance of the
Master Franchisee in the market. Should the evaluation of the outside consultant
coincide with the evaluation of the Franchisor, at the Franchisor's discretion,
the Master Franchisee shall lose his right to exclusively exploit the market in
the Territory.
SECTION 8
The Master Franchisee hereby undertakes to open thirty (30) BOB'S restaurants in
the Territory, five (5) out of which shall be of his own operation and
twenty-five (25) to be object of franchise. All restaurants, both those operated
by the Master Franchisee himself as well as the other restaurants object of
franchise shall be in operation within the maximum term of ten (10) years, as
from the date of opening of the first restaurant to the public, which fact shall
be communicated in writing to the Franchisor.
SOLE PARAGRAPH - On their turn, the lease agreements for the installation of the
twenty-five (25) restaurants object of franchise shall compulsorily have as
lessee the Master Franchisee and shall contain in their text the right of the
Master Franchisee to sublease to his franchisees.
[ENGLISH TRANSLATION]
OPENING OF THE RESTAURANTS IN THE TERRITORY
SECTION 9
The Master Franchisee is already authorized to start procedures to grant
franchise of the other restaurants, effective on the date of the first of his
own restaurants.
FIRST PARAGRAPH - The Master Franchisee may not sell, lease, assign or transfer
in any manner to his franchisees his five (5) own restaurants in operation
without the previous, express and written authorization of the Franchisor,
which, however, may or not authorize the referred transfer of responsibility for
operation or ownership. In such manner, the Master Franchisee undertakes to
maintain at least five (5) own units in operation during the whole life of this
Agreement.
Second Paragraph - The Franchise Agreement for all stores to be opened by the
Master Franchisee and his franchisees shall be in the form of the Exhibit with
the amendments necessary to their adaptation to the Portuguese law and
commercial usage. Such amendments shall be made by the Master Franchisee, after
having obtained the Franchisor's previous approval.
THIRD PARAGRAPH - The Franchise Agreement for each restaurant to be opened shall
be signed by the Master Franchisee and his franchisee at the time of approval of
the commercial site where the restaurant will be installed, provided that the
Master Franchisee shall supply to Franchisor a signed copy of each Franchise
Agreement within the maximum term of Tennessee (10) days as from the date of
signature thereof.
FOURTH PARAGRAPH - For purposes of this Master Franchise Agreement, the party
that may sign any Franchise Agreement with the Master Franchisee shall be deemed
a franchisee.
SELECTION OF FRANCHISEES BY THE MASTER FRANCHISEE
SECTION 10
The Master Franchisee shall observe the following criteria and requirements in
the selection of the franchisees:
a) The applicant shall submit all documents necessary to become a franchisee
of the BOB'S Xxxx (pre qualification record and general personal data),
including all documents that may evidence any use permit or title of
ownership of the real estate being analyzed for the future installation of
a BOB'S unit.
b) The applicant shall submit satisfactory evidence of having the financial
resources necessary to open a restaurant.
c) The applicant shall submit all necessary governmental approvals relating
the individual as well as to compliance with each provision of the
Franchise Agreement.
[ENGLISH TRANSLATION]
d) The applicant that makes any false or inaccurate representations of any
type shall be automatically disqualified.
e) The applicant shall present all eligibility conditions to become a
franchisee of the BOB'S xxxx.
f) The Master Franchisee undertakes to accept any applicant recommended by the
Franchisor, provided that all criteria and requirements listed in items "a"
to "e" hereof are duly complied with.
SECTION 11
All processes for approval of a franchisee of the Master Franchisee shall follow
the procedures used by the Franchisor in its operations in Brazil, duly adapted
to the legal requirements and business usage in force and observed in the
Territory.
USE OF THE PRODUCTS IN HIS OWN UNITS AND IN THE FRANCHISED UNITS
SECTION 12
Both the Franchisor and the Master Franchisee understand the importance of
quality control and production of the products to be used in the preparation of
food to be served in the BOB'S restaurants and, accordingly, the Master
Franchisee undertakes to use in his own units as well as to cause his
franchisees to use in their franchised units, products supplied by local
suppliers previously selected and approved in writing by the Franchisor.
MASTER FRANCHISE FEE
SECTION 13
As established in the Letters of Intent received and signed by the Master
Franchisee, dated of November 11, 1999 and December 2, 1999, in consideration of
the rights of the Master Franchise in the Territory with exclusivity during the
life of this Agreement, the Master Franchisee shall pay to the Franchisor an
aggregate amount corresponding to US$ 200,000.00 (two hundred thousand North
American dollars), converted into Brazilian currency on the date of the
effective payment, in three installments at the value, under the terms and
conditions as specified hereinbelow:
a) US$ 50,000.00 (fifty thousand North American dollars) on the date of
signature of this Agreement, by submission of a receipt;
b) US$ 50,000.00 (fifty thousand North American dollars) after the term of six
(6) months as from the date of signature of this Agreement;
c) a) US$ 100,000.00 (one hundred thousand North American dollars) to be paid
after lapse of the term of twelve (12) months as from the date of signature of
this Agreement.
[ENGLISH TRANSLATION]
SOLE PARAGRAPH: Since the registration of the BOB'S trademark in the name of
BRAZIL FAST FOOD CORPORATION is pending in Portugal, should such registration be
declared impossible by the authorities of Portugal, the Master Franchisee shall
be reimbursed by the Franchisor of all values already effectively paid, and this
Agreement shall be immediately terminated, without any indemnification or
penalty being due by either party hereto.
FRANCHISE FEES
SECTION 14
The Master Franchisee shall be entitled to charge his franchisees with a
franchise fee, the value of which shall be established by the Master Franchisee,
based on the commercial peculiarities and practice adopted by the direct
competitors of the Franchisor in the Territory market for ten-year term
agreements.
FIRST PARAGRAPH - Each franchise fee shall be paid in two (2) installments, the
first installment on the date of signature of the Preliminary Franchise
Agreement and the second installment to be paid on the date of signature of the
Franchise Agreement, at approval of the commercial site where the franchised
restaurant will be installed.
SECOND PARAGRAPH - The franchise fee shall be fixed in North American dollars.
THIRD PARAGRAPH - The manner of payment of the installments is applicable to the
payments to be made both by the Master Franchisee to Franchisor and by the
franchisees to the Master Franchisee and shall be made in North American
dollars, except as otherwise agreed by the parties.
FOURTH PARAGRAPH - Should the Franchise Agreement be renewed, at the end of such
term a new Franchise Fee in the same value shall be due by the franchisee.
FIFTH PARAGRAPH - The Franchisor shall be entitled to one third of the proceeds
of the collection of the franchise fee due by the franchisees to the Master
Franchisee, guaranteeing a minimum value of US$ 10,000.00 (Tennessee thousand
North American dollars) or the equivalent amount in Euros.
SIXTH PARAGRAPH - For the five (5) own stores to be opened by the Master
Franchisee in the Territory, the Master Franchisee shall pay to the Franchisor
for each store a franchise fee in the value of US$20,000.00 (twenty thousand
North American dollars) or the corresponding amount in Euros, when the Master
Franchisee leases or acquires the respective commercial site.
DEFINITION OF NET SALES
SECTION 15
[ENGLISH TRANSLATION]
For purposes of incidence and payment of royalties to the Franchisor concerning
the Master Franchise Agreement and the Franchise Agreement to be entered into by
the Master Franchisee and his franchisees in the Territory, net sales, which
will serve as basis of calculation of royalties, shall mean the sale of all
products and supply of all services in all restaurants, upon payment in cash or
credit, including commissions on the automatic machines, excluding the taxes
incident upon the operation and cancellations due to errors by employees, errors
arising from defect of sales equipment or arising from return of products by
consumers, all duly evidenced.
SOLE PARAGRAPH - Net sales shall also include the sales made during events held
by the Master Franchisee and by the BOB'S franchisees in the Territory.
ROYALTIES
SECTION 16
The Master Franchisee shall pay to the Franchisor during the validity of this
Agreement on a monthly and continuous basis, a royalty fee (hereinafter simply
called the "royalties") to be calculated on the net sales of the Master
Franchisee's own units and of the units that are object of franchise.
FIRST PARAGRAPH - The fee referred to in the "caput" of this Clause shall be
calculated at the rate of 4% of net sales of the own units.
SECOND PARAGRAPH - In connection with the units object of the franchise, the
Master Franchisee shall establish the value of the fee to be charged from his
franchisees as "royalties", on a monthly and continuous basis, and the Master
Franchisee shall xxxxxx to the Franchisor one fifth of the result of collection
of such fee, guaranteeing a minimum of 1% (one percent) of net sales of the
franchised units.
THIRD PARAGRAPH. All payments of royalties shall be made up to the 25th business
day of the month following the month due. The sales information shall be
reported in a proper form and accompanied by a statement of the referred net
sales, in accordance with the accounting standards approved by the Franchisor
and that the Franchisor may modify, from time to time, informing to the Master
Franchisee the correct order to do so.
FOURTH PARAGRAPH - Except in the cases previously authorized in writing, should
any payment to be made by the Master Franchisee to the Franchisor be due for
more than seven (7) days, the Master Franchisee shall pay to the Franchisor,
together with the principal value, the interest referring to the days of delay,
at the maximum interest rate permitted in the market.
FIFTH PARAGRAPH - The payments mentioned in the caput of this section shall be
made during the whole life of the Master Franchise Agreement and/or Franchise
Agreement entered into with each franchisee of the network of the Master
Franchisee.
[ENGLISH TRANSLATION]
MARKETING FUND (ADVERTISING, SALES PROMOTION, PUBLIC RELATIONS, MARKET SURVEY,
PRESS CONSULTING)
SECTION 17
In order to carry out all actions of the marketing plan established for the
BOB'S Restaurants so as to protect and preserve the image of its activities as a
network of fast, clean and healthy restaurant services, always proper for
families, the Master Franchisee and his franchisees undertake to use only
advertising and promotional materials supplied or previously approved by the
Franchisor.
FIRST PARAGRAPH - So as to enable the marketing actions to be taken, the Master
Franchisee's restaurants shall contribute to a marketing fund to be specifically
invested in the Territory. Likewise, the Master Franchisee shall monthly charge
to his franchisees 5% (five percent) of each restaurant in operation.
SECOND PARAGRAPH - The marketing fund shall be used for advertising, sales
promotion, public relations and television in the region where the BOB'S
restaurants will be located, always in campaigns under the responsibility of the
Master Franchisee, including with creation, production, media, cost of fees
charged by agencies or companies specialized in the sector, legal costs
referring to release of advertising campaigns and sales promotion materials, and
also all survey expenses related to the development and evaluation of the
effectiveness of the advertising and sales promotions.
THIRD PARAGRAPH - All expenses and costs mentioned in the caput and paragraphs
of Section 17 hereinabove shall be borne and administered by the Master
Franchisee, at his discretion, aiming at the common benefit thereof. Under
certain specific circumstances, should the available balance of the marketing
fund not support the costs of a certain promotion, the Master Franchisee shall
advance the funds necessary to such promotion and shall be reimbursed thereafter
with the resources of the marketing fund in the subsequent months.
The values referring to any advances made by the Master Franchisee shall be
fully reimbursed, monetarily corrected.
FOURTH PARAGRAPH - The Master Franchisee shall, on a quarterly basis, report to
his franchisees all funds collected and expenses made with the Marketing Fund.
SIXTH PARAGRAPH - The Master Franchisee acknowledges and understands that the
marketing, advertising and promotion activities are vital to improve the
goodwill and public image of BOB'S and its restaurants.
SEVENTH PARAGRAPH - The Master Franchisee shall submit to the Franchisor all
advertising prepared by the Master Franchisee and/or his franchisees, at least
thirty (30) days prior to its effective use, for approval by the Franchisor. The
Franchisor shall be entitled to disapprove of the advertising, by means of a
written notice to the Master Franchisee.
[ENGLISH TRANSLATION]
EIGHTH PARAGRAPH - Both the Master Franchisee, in connection with his own
restaurants, and his franchisees in connection with their units, shall invest
the amount corresponding to US$ 10,000.00 (ten thousand North American dollars)
in the promotion of the opening of each BOB'S unit, in promotion and marketing
materials that will compose of the initial campaign of the restaurants.
NINTH PARAGRAPH - The Master Franchisee shall, at its own expenses and upon
Franchisor's previous approval, develop an initial campaign for launching the
BOB'S trademark in the Territory, involving electronic media, out-doors, printed
media, press consulting and other means proper to promotion of the arrival of
the trademark to the Territory. The value to be invested shall be previously
agreed upon between the Master Franchisee and the Franchisor.
TENTH PARAGRAPH - The Master Franchisee may increase or reduce the percentage
referred to in the First Paragraph of this Section 17 in order to meet any
peculiarities of the market, with observance of the Franchise Agreements that
may be in force.
PAYMENT OF TAXES, DUTIES AND CONTRIBUTIONS
SECTION 18
The Master Franchisee shall be liable for payment of all taxes assessed by the
governmental authorities or other authorities, including, without being limited
to, income tax on sales, added value and consumption.
FIRST PARAGRAPH - All payments to be made to the Franchisor hereunder shall be
free and clear from any taxes, except as to withholding tax on remittance of
payments due to the Franchisor, if any.
SECOND PARAGRAPH - All payments established herein shall be accompanied by
receipts acceptable by the authorities of Brazil and the Territory.
THIRD PARAGRAPH - All payments established herein shall be made to the
Franchisor in a place and manner subsequently determined by the Franchisor,
except as to the payments set forth in Section 13 hereof, which shall be
directly made at the head office of the Franchisor, at Xxxxxxx Xxxxxx, 0000, in
the City and State of Rio de Janeiro.
CONSTRUCTION OF THE BOB'S UNITS
SECTION 19
Franchisor shall supply to the Master Franchisee standard blueprints for the
type of restaurant used in the BOB'S units, including complete and detailed
specification of accessories, furniture, signs, production equipment, computer
system equipment, apparel and others that may be required to the perfect
operation of a BOB'S unit.
[ENGLISH TRANSLATION]
FIRST PARAGRAPH - The Master Franchisee shall be liable for adapting such
blueprint and specifications for use in the Territory and to submit such adapted
blueprints to the Franchisor's approval. The Master Franchisee agrees that the
adapted blueprints shall be in conformity with all requirements of the laws,
rules and regulations that govern building, zoning and similar operations in the
Territory.
SECOND PARAGRAPH - The Master Franchisee agrees that the renovation and opening
of any restaurant object of this Master Franchise Agreement and those to be
operated by his franchisees shall not occur prior to the signature of the
Franchise Agreement and/or compliance with the further financial obligations of
the franchisee, contractually assumed with the Master Franchisee.
THIRD PARAGRAPH - The Master Franchisee undertakes not to initiate the
renovation of any restaurant prior to approval, by the Franchisor, of the Final
Decoration Project and of the Executive Project. The projects dealt with in this
Section shall be prepared and developed by companies specialized in the
development of Executive and Decoration Projects. The choice, negotiation and
final selection of the companies that will carry out such services as well as
the suppliers of equipment is the exclusive responsibility and at the expenses
of the Master Franchisee. Nevertheless, Master Franchisee shall follow all
instructions referring to the manufacturers of equipment. By offering such
consulting services, Franchisor does not undertake any responsibility concerning
term or quality of the restaurant construction, it being hereby established that
any claim by the Master Franchisee shall be made directly to such suppliers
and/or services suppliers.
FOURTH PARAGRAPH - Franchisor shall determine the construction style, layout of
the store, technical specifications of the equipment as well as of the finishing
materials to be used in the construction. All signs, equipment and furniture to
be used in the franchisee's restaurants shall be in conformity with the
specifications and patterns specified by the Franchisor, the Master Franchisee
being liable for making all required adaptations and to submit
FIFTH PARAGRAPH - The Decoration Project and the Executive Project shall be
developed by architecture companies renowned by their technical and financial
good standing as well as for their experience in the development of such
projects.
SIXTH PARAGRAPH - The Master Franchisee and his franchisees shall be liable for
legalization of all projects and works for construction of the restaurant as
well as for operation, prior to its opening, before the Federal, State and local
bodies. All such costs shall be exclusively borne by the Master Franchisee and
his franchisees.
SEVENTH PARAGRAPH - The Master Franchisee shall supply reports on the status of
the work, if so requested by the Franchisor. Any alteration or modification in
the design, if previously approved by the Franchisor, shall become the property
of the Franchisor and may be subsequently used by the Franchisor in other places
without this implying payment of any fee, authorization and/or indemnification.
[ENGLISH TRANSLATION]
TRAINING OF THE MASTER FRANCHISEE, HIS TEAM AND FRANCHISEES
SECTION 20
The Master Franchisee shall designate one person of his trust, to be approved by
the Franchisor, who will complete in a satisfactory manner to both parties a
Training Program for Management of BOB'S Restaurants for a minimum period of six
(6) months in Brazil, in the City of Rio de Janeiro, and who will be in charge
of operation and implantation of the own units of the Master Franchisee in the
Territory. The person designated by the Master Franchisee for the training shall
comply with all stages to qualify as an operator of a BOB'S unit.
FIRST PARAGRAPH - The Master Franchisee shall also designate a minimum team of
six (6) employees for the same training program, who shall also be used in the
opening of the stores operated by the Master Franchisee and in the future
training of his franchisees.
SECOND PARAGRAPH - The Franchisor shall send to the Master Franchisee or to
whomever the latter may designate a monthly report with the evaluation of
training performance. At the end of the training period the Franchisor shall
prepare a complete and detailed report of all activities developed by the
employees of the Master Franchisee, specifying the individual performance
evaluation.
THIRD PARAGRAPH - All costs arising from the training, including, without being
limited to, travel, food, lodging, salaries and social and labor contributions
shall be borne by the Master Franchisee.
FOURTH PARAGRAPH - During the life of this Agreement the Master Franchisee shall
hire, and properly train and supervise sufficient personnel qualified for the
operation of the BOB'S business and, in particular, he shall hire, and properly
train and supervise his employees, so that all operating standards, including
standards for preparation of food, service to client, cleanliness and sanitary
conditions of the restaurant may be met at all times.
FIFTH PARAGRAPH - During the life of this Agreement the Franchisor shall give
assistance in the training of the Master Franchisee's personnel, through
courses, materials, manuals, videos and other materials developed for the
operation of any BOB'S activities, which training shall be used in all Master
Franchisee's units.
SIXTH PARAGRAPH - All franchisees of the Master Franchisee as well as all
employees of the franchisees shall satisfactorily complete their training in the
unit to be indicated by the Master Franchisee in the Territory and which shall
be known as Training Unit. The Master Franchisee may have as many Training Units
as he may deem necessary, provided that all units shall always have the purpose
of giving training to the franchisees and his employees, according to the XXX'
standards.
[ENGLISH TRANSLATION]
LOCALIZATION OF THE BOB'S UNITS IN THE TERRITORY
Section 21
All BOB'S units, including the Master Franchisee's own units as well as the
units to be object of franchise by the Master Franchisee, shall be located in
places of great flow of consumers and a study of financial feasibility in the
same form of the one used in the studies of the Franchisor in Brazil shall be
issued for each site under analysis, except as to the peculiarities of the
Territory. In such manner, the Franchisor shall assign to the Master Franchisee
the program for study of financial feasibility for use in the Territory, free of
charge to the Master Franchisee.
FIRST PARAGRAPH - The types of units to be opened shall preserve the same
pattern used by Franchisor in its operations in Brazil, further to representing
and preserving the opportunities, trends and costumes of the Territory.
SECOND PARAGRAPH - Any and all associations of the Master Franchisee to
facilitate the opening of BOB's units in places previously occupied by other
renowned products marks known in the Territory shall be previously approved in
writing by the Franchisor.
TRANSFER OR ASSIGNMENT
SECTION 22
The Master Franchisee may not dispose of any right or obligation provided herein
or a substantial part of the assets or the commercial site without the previous
and written consent of the Franchisor. The Master Franchisee may not cause or
permit any modification in his property right without the previous written
consent of Franchisor, who shall have priority and right of first refusal in the
acquisition of any real or personal property to be disposed of or assigned.
FIRST PARAGRAPH - The Franchisor shall not unreasonably deny its consent to the
transfer of the rights hereunder that may require its consent, provided that no
transfer may be made during the term of thirty-six (36) months following
signature of this Agreement, unless the transfer is made due to death or
interdiction of the Master Franchisee. However it is hereby established that
Franchisor may, at its own discretion, require that some or all of the
conditions below are complied with in order to give its consent:
a) That all obligations hereunder, mainly the financial obligations, have been
complied with by the Master Franchisee and his franchisees;
b) That the applicant to assignee satisfactorily demonstrates to the Franchisor
that he meets all managerial and commercial standards of the Franchisor, is in
good commercial and credit standing, has competence and capacity to conduct the
business established herein and
[ENGLISH TRANSLATION]
owns sufficient financial resources and capital to comply with the development
program established herein;
c) That the training programs be satisfactorily completed;
d) In the case of death or disability of any person with any interest in this
Agreement and/or in the Master Franchise, the executor, administrator, and/or
trustee shall, within the term of six (6) months after the death or disability,
transfer the interest that the deceased or disabled party had to a third party
approved by the Franchisor. The transfers made by bequest or inheritance shall
be subject tot he same conditions provided above. Should the transfer of the
interest not occur within the term of six (6) months, Franchisor may terminate
this Master Franchise.
e) Franchisor shall be entitled to transfer or assign any or all of its rights
or obligations contained in this Agreement to any individual or entity.
SECOND PARAGRAPH - Franchisor or any shareholder or partner of Franchisor may
transfer the rights and obligations established herein or the participation to
any third party, without the previous consent of the Master Franchisee, provided
that it communicates such transfer in writing.
CONFIDENTIALITY
SECTION 23
During and after the validity of this Agreement and for another five (5) years
after its termination, Master Franchisee and his franchisees, including, in the
case of legal entities, any shareholders, directors, managers, partners and
employees, may not disclose or reveal or in any other manner directly or
indirectly communicate to another person any confidential information or data
relating to the business established herein and shall adopt methods proper to
protect the confidentiality of this instrument and of the other documents to be
executed. Any and all information, data and technology supplied by Franchisor to
Master Franchisee shall be deemed confidential for purposes hereof. Master
Franchisee and his franchisees shall, if so requested by Franchisor, make its
shareholders, directors, managers, partners and employees to sign
confidentiality agreements in connection with the information and/or data that
they will receive as regards the business contemplated herein.
COMPETITION RESTRICTIONS
SECTION 24
The Master Franchisee hereby undertakes for the life of this Agreement and for a
term of twenty-four (24) months after the date of termination hereof for any
reason, directly or indirectly, by himself or through his heirs or successors,
in the case of an individual, and through his shareholders, directors, managers,
partners and employees, in the case of a legal entity, not to own, maintain, get
involved in, manage or hold a majority interest in any
[ENGLISH TRANSLATION]
other business for the sale of hamburger-type sandwiches, in or out of the
Territory, except upon written authorization of the Franchisor.
FIRST PARAGRAPH - In the case of violation of this provision and of any other
provision of this Agreement, the parties agree that there will be losses to the
Franchisor and the parties hereby establish that the Master Franchisee shall pay
to the Franchisor as indemnification for violation the value corresponding to
one time the annual revenue of the Master Franchisee in the Territory, which may
be projected for an equal period should the time of operation of the Master
Franchisee be less than twelve (12) months, based on the net sales of the Master
Franchisee's and his franchisees restaurants.
SECOND PARAGRAPH - Nothing contained herein shall prevent the Franchisor from
seeking judicial relief and to execute its rights due to the violation of the
terms and conditions hereof.
VIOLATION OF THE AGREEMENT AND TERMINATION
SECTION 25
This Master Franchise Agreement shall be subject to termination, in the
following events:
FIRST PARAGRAPH - The Master Franchisee shall be deemed in default hereunder and
all rights granted herein shall be automatically terminated, regardless of
notice to the Master Franchisee, should the Master Franchisee and/or the company
by means of which he exercises the rights hereunder be declared insolvent, make
a composition with creditors or have its bankruptcy adjudicated.
SECOND PARAGRAPH - The Master Franchisee shall be deemed in default and the
Franchisor may, at its discretion, terminate this Agreement and all rights
granted herein upon sending a notice of termination should the Master Franchisee
not cure the violation during the term of thirty (30) days as from the date of
notice.
FOURTH PARAGRAPH - Should the Master Franchisee or any shareholder or partner of
the Master Franchisee transfer any rights or obligations provided herein or the
participation in the Master Franchise to any third party without the previous
and written consent of the Franchisor, in violation of the terms hereof.
FIFTH PARAGRAPH - Should the Master Franchisee disclose or reveal any
confidential information given to him by the Franchisor.
SIXTH PARAGRAPH - Should there by any misrepresentation in any information or
document submitted to the Franchisor by or in the name of Master Franchisee.
SEVENTH PARAGRAPH - Should the Master Franchisee repeatedly fail, refuse or
neglect to make the payment at maturity of any value due to the Franchisor or to
submit any information requested by the Franchisor as provided herein.
[ENGLISH TRANSLATION]
EIGHTH PARAGRAPH - Should the Master Franchisee fail to maintain or observe any
standards of raw materials or operating procedures established by Franchisor
herein, in the Franchisor's manuals or in any other written document. All
modifications of the Franchisor's manuals shall establish a reasonable period of
time for compliance by the Master Franchisee and his franchisees.
NINTH PARAGRAPH - Should the Master Franchisee make non-authorized or misuse of
the registered trademarks or in any other manner harm the goodwill associated to
such trademarks or the Franchisor's rights.
TENTH PARAGRAPH - Should the Master Franchisee fail to give any information when
so requested or give any misleading or false information, including, without
being limited to, any information relating to this Master Franchise Agreement
and the monthly sales reports.
RIGHTS AND OBLIGATIONS UPON TERMINATION OF THE MASTER FRANCHISE AGREEMENT
SECTION 26
Upon termination of this Agreement for any reason all rights and privileges of
the Master Franchisee granted hereunder shall promptly cease and the Master
Franchisee shall immediately cease the use, in any part of the Territory, in any
manner whatsoever, either directly or indirectly of: (a) the registered
trademarks; (b) all advertising and promotional materials and programs, signs,
products, apparel and other items that may bear the registered trademarks; (c)
the manuals. The manuals used by the Master Franchisee and by all his
franchisees shall be returned within the maximum term of four (4) days, as from
the date of termination hereof. Upon termination of this Agreement the Master
Franchisee shall immediately cease to introduce himself to the public as Master
Franchisee of the Franchisor.
FIRST PARAGRAPH - Further to the right of terminating this Agreement, the
Franchisor shall have all rights and remedies relating to violation, by the
Master Franchisee, of the terms and conditions hereof, and the Master Franchisee
shall reimburse the Franchisor for all costs and expenses, including attorney's
fees incurred with the enforcement of its rights and remedies by Franchisor as
provided herein.
SECOND PARAGRAPH - Upon termination hereof the Master Franchisee undertakes to
immediately transfer and assign to Franchisor, and the Franchisor shall
undertake, all rights and obligations of the Master Franchisee as the " New
Master Franchisee" under all franchise agreements. The Master Franchisee
undertakes to fully cooperate with the Franchisor concerning such transfers and
assignments.
THIRD PARAGRAPH - Upon termination of this Agreement Master Franchisee shall
immediately pay all amounts due to the Franchisor.
[ENGLISH TRANSLATION]
FOURTH PARAGRAPH - Upon termination hereof the Master Franchisee shall not be
entitled to grant any license for installation and operation of any restaurant
for which the Franchise Agreement has not been signed by the Master Franchisee
up to the date of termination, and Franchisor shall be entitled to install and
to grant franchises to third parties for installation of the BOB'S restaurants
in the Territory, except as otherwise established by mutual agreement between
the parties.
FIFTH PARAGRAPH - The Master Franchisee understands that Franchisor does not
offer any warranty of the success or profitability of any restaurant operated by
the Master Franchisee and/or his franchisees, since such result will mainly
depend on the efforts and performance of the Master Franchisee and his
franchisees in the management of the business, it being provided that Franchisor
shall have no liability in such connection.
SIXTH PARAGRAPH - Franchisor and Master Franchisee agree that Franchisor shall
be the beneficiary of all Franchise Agreements and shall be entitled to enforce
each obligation of any franchisee towards the Master Franchisee as provided in
the Franchise Agreement, as if the obligation were due to the Franchisor,
regardless of the Master Franchisee having or not tried to enforce such
obligation
SEVENTH PARAGRAPH - Upon termination of this Master Franchise the Master
Franchisee shall become the Franchisee with respect to his Own Units and such
units shall pass to the condition of Franchised Units. As from the date of
termination the relations between the Master Franchisee and Franchisor shall be
exclusively governed by the clauses and conditions of the Franchise Agreement.
FORCE MAJEURE
SECTION 27
In the event the Master Franchisee can not comply with the training development
program due to force majeure or act of God, the program and this Agreement shall
be postponed for a term of one hundred and eighty (180) days as from the date
established in the development program or up to the date the impeding causes
cease, as agreed upon between the parties.
NOTICES
SECTION 28
Any and all notices required or permitted hereunder shall be made in writing and
sent in a manner that may evidence the date of receipt thereof by the respective
addressee, to the addresses indicated hereinbelow, unless a different address is
indicated in writing and informed to the other party:
FRANCHISOR: VENBO COMERCIO DE ALIMENTOS LTDA.
Xx. Xxxxxx, 0000 - Xxx xx Xxxxxxx - XX - XXX - 21.040-360
Attn: Xx. Xxxxxx Xxxxxxx Xxxxxxxxxx xxx Xxxxxx Vader
[ENGLISH TRANSLATION]
MASTER FRANCHISEE: XXXXXXX XXXXXX XX XXXXXXXX XXXXXXXX
Xxx xxx Xxxxxxx, 000, Xxxxx - Xxx xx Xxxxxxx - XX - CEP 22.451-060
INDEMNIFICATION
SECTION 29
It is agreed and understood that nothing contained herein authorizes the Master
Franchisee to enter into any agreement, contract, guarantee or representation in
the name of the Franchisor and that the Franchisor shall not assume, under any
circumstances, liability nor shall be found liable for any act or omission of
the Master Franchisee in the administration of the business contemplated herein.
Master Franchisee hereby releases Franchisor, its managers, directors and
employees from any claims directly or indirectly resulting from or associated to
the administration, by the Master Franchisee, of the business contemplated
herein and shall indemnify the Franchisor for such, including attorney's fees.
ENTIRE AGREEMENT
SECTION 30
This Master Franchise Agreement comprises the entire agreement between the
parties and supersedes, in the Territory, any terms and conditions contained in
the letters of intent signed in the period between 11/11/1999 and 02/12/1999.
Any and all future amendment hereto shall be made in writing with the
restatement of the terms of the Agreement.
WAIVER OF RIGHT
SECTION 31
No failure by the Franchisor to exercise any power reserved to Franchisor herein
or to insist on compliance, by the Master Franchisee, with any obligation or
condition hereof and no costume or procedure of either party that may be
different from the terms hereof shall constitute waiver to Franchisor's right to
require strict compliance with the terms hereof. The waiver by Franchisor as
regards any specific failure shall not affect or impair Franchisor's right as
regards any subsequent failure of the same nature or of a different nature or
any postponement, indulgence as regards any term or omission by the Franchisor
to exercise any power or right arising from any violation or default by the
Master Franchisee to comply with any terms, provisions or commitments hereunder
shall affect or impair Franchisor's rights or constitute waiver by Franchisor to
any right established herein or to declare any subsequent violation or failure.
LEGAL PROCEDURES
SECTION 32
Franchisor and Master Franchisee shall endeavor their best efforts to amicably
solve, through direct and informal negotiation, any divergences or controversies
arising from compliance with the obligations undertaken hereunder.
[ENGLISH TRANSLATION]
SOLE PARAGRAPH - If after thirty days from the beginning of informal
negotiation, Franchisor and Master Franchisee can not amicably solve any
controversy arising from or relating to this Agreement, including any question
relating to the existence, validity or termination of this Agreement, either
party may request that the controversy be sent and finally solved by
arbitration, by the Arbitration Chamber of the Commercial Association of Rio de
Janeiro, located in the City of Rio de Janeiro, Brazil.
ASSIGNMENT OF RIGHT OF USE THE BOB'S XXXX
SECTION 33
Franchisor hereby grants to Master Franchisee the right to use the BOB'S marks
in the Territory for a maximum term of twenty (20) years, as from the date of
opening of the first restaurant to the public in the Territory.
FIRST PARAGRAPH - The Master Franchisee shall be entitled to assign the use of
the BOB'S marks to his franchisees, with observance of the conditions of use
provided in the Offer of Franchises of the Franchisor attached hereto as an
Exhibit, and of the adaptations that may be necessary by law and commercial
usage in force in Portugal.
SECOND PARAGRAPH- In view of the existence of a lawsuit filed by Franchisor with
the body in charge of registration of trademarks in the Territory in order to
recover the rights on the BOB'S xxxx in the Territory, the Master Franchisee
hereby declares to be aware of the impossibility, at such time, of initiating
any operations with the use of the BOB'S marks, which can only be made when the
registration is effectively granted.
THIRD PARAGRAPH - Should the registration of the BOB'S xxxx in the name of
Brazil Fast Food Corporation, Franchisor's holding company and holder of the
BOB'S marks be denied, this Agreement shall be terminated due to impossibility
of the rights on the marks being exercised.
FOURTH PARAGRAPH - Franchisor hereby undertakes the commitment of guaranteeing
to Master Franchisee the renewal of the rights on the xxxx in the Territory for
the term necessary to good performance of this Agreement as well as those
agreements that may be entered into by and between Master Franchisee and his
franchisees.
DEVELOPMENT OF THE TERRITORY
SECTION 34
This provision is vital for implantation of this Agreement in the Territory:
- ADAPTATION OF BOB'S PATTERNS, RAW MATERIALS AND MATERIALS TO THE TERRITORY
[ENGLISH TRANSLATION]
FIRST PARAGRAPH - Immediately after signature of the Master Franchise Agreement
for the Territory, the Master Franchisee shall indicate a person of his trust to
coordinate the process for implantation of the BOB'S xxxx in the Territory. On
its turn, Franchisor shall have a term of thirty (30) days as from the date of
signature of this Agreement to supply to Master Franchisee the complete
specifications and/or formulas of all raw materials used in the BOB'S
restaurants, including food, packages, beverages, or any other related to its
activities, by providing samples in a reasonable and sufficient quantity, as the
case may be.
SECOND PARAGRAPH - In the same manner and within the term of sixty (60) days as
from signature of this Agreement, Franchisor shall supply a detailed list of all
equipment, utensils and other materials used in the construction of the BOB'S
restaurants, including signs, finishing, refrigeration and production of any
product.
THIRD PARAGRAPH - After having received such information, the Master Franchisee
shall develop actions to identify, in the Territory, the ideal suppliers that
may have quality and conditions to supply to all BOB'S restaurants to be
installed in the Territory, within the maximum term of ninety (90) days as from
receipt of the samples, formulas and specifications. The Master Franchisee shall
give priority to suppliers and manufacturers established in the member countries
of the European Union.
FOURTH PARAGRAPH - All such suppliers shall be previously approved by Franchisor
and shall also undertake a commitment of supply to the Master Franchisee and his
franchisees, under conditions that may make the enterprise feasible. Franchisor
shall give its approval within the maximum term of thirty (30) days as from the
date of receipt of the information.
FIFTH PARAGRAPH - In such manner, after compliance with the terms established in
this clause, the Master Franchisee shall open to the public the first BOB's unit
up to the end of the month of October, 2001.
SIXTH PARAGRAPH - If up to March 31,2001 the BOB's marks continue pending
registration in Portugal, the parties shall, by mutual agreement, redefine the
terms provided in this clause and in the Fifth Paragraph above.
OPERATION CONDITIONS AND STANDARDS
SECTION 35
During the whole life of this Agreement the Master Franchisee and his
franchisees shall observe and comply with the following:
a) The registered trademarks shall only be used in the franchise for sale of the
food and beverage products indicated in the operation manual as being part of
the standard menu of Franchisor and which meet the specifications and quality
standards established in the operation manual. For perfect compliance with this
item, Franchisor shall submit to the
[ENGLISH TRANSLATION]
Master Franchisee his project of menu to be used in the Territory, taking into
account the costumes and culture of his consumers, also suggesting new products
to be used.
b) Upon written authorization of Franchisor, the Master Franchisee may, from
time to time, modify or review the requirements described in the manual
concerning the menu items or specifications of the products standard.
c) The franchise shall be operated in strict compliance with the manual and the
information supplied in writing by the Franchisor in respect to all matters
established therein, including food and beverage and menu items, specification
and origin of products, cleaning and sanitary conditions, service to clients and
operation hours. It is hereby agreed and understood that such instructions may
be modified or reviewed, from time to time, and the Master Franchisee shall
always operate the franchise in strict conformity with the updated version of
BOB'S products and businesses.
d) The Master Franchisee and his franchisees shall comply with all laws, rules,
regulations or orders from any competent authorities that may affect or refer to
the franchise or its installations.
e) The installations of the BOB'S units can only be used as restaurants or units
for sales of the BOB'S trademark products or for commercialization of other
non-competing products or rendering of services that may attract clients or
provide more comfort to users of the BOB'S units, such as, for instance,
telephone cards, tickets for shows, theaters and movies.
f) the Master Franchisee and his franchisees shall, during the life of this
Agreement, use all computer programs indicated and approved for use in similar
operations by the Franchisor. For such purpose, the Franchisor shall supply to
the Master Franchisee, free from charge, all forms or systems used in the BOB'S
units and respective authorization so that they may serve as parameter for the
Master Franchisee to have computer programs always proper to the operation of
the stores, with observance of any copyright due.
g) The equipment (hardware) to be used by the Master Franchisee and his
franchisees shall be approved for use in the Territory, available for
acquisition at any time and shall be produced or represented by good-standing
companies that satisfactorily serve their users. The suppliers and manufacturers
established in the member countries of the European Union shall have priority to
sell such equipment.
INSTALLATIONS, EQUIPMENT AND SIGNS
SECTION 36
The Master Franchisee shall only use inner and outer signs and plates, including
all replacements thereof, that are in compliance with and observance of the
updated version submitted by Franchisor.
[ENGLISH TRANSLATION]
FIRST PARAGRAPH - The Master Franchisee and his franchisees shall construct,
furnish and place signs in all their stores pursuant to the standards
established by Franchisor, which standards shall be informed in writing and
through manuals by the Franchisor and under no circumstances can such standards
be modified without Franchisor's previous and written authorization.
SECOND PARAGRAPH - All equipment suppliers shall be previously approved by
Franchisor.
PRODUCTS STANDARD
SECTION 37
The Master Franchisee and his franchisees understand and agree that high and
uniform standards of quality, service and appearance of all BOB'S restaurants
are necessary to preserve the public image of BOB'S and clients acceptance. In
such manner, the Master Franchisee and his franchisees shall prepare, sell and
distribute only the products specified by Franchisor, as from time to time
modified or reviewed by Franchisor. Concerning such food and beverage products
the Master Franchisee shall only use the glasses, recipients, napkins and
employees clothes, paper products and other packages, supplies or items as
specified by Franchisor.
FIRST PARAGRAPH - Should the Master Franchisee and/or his franchisees intend to
sell any other food or beverage product further to the products authorized to be
sold in the restaurants, the Master Franchisee shall request, in writing,
Franchisor's consent to do so. The Franchisor may approve or not such request,
at its sole discretion.
SECOND PARAGRAPH - The Master Franchisee and his franchisees may acquire the raw
materials to compose of their products, components or ingredients and any
equipment or utensil to be used in the business from any supplier approved by
Franchisor or specified in the information supplied by Franchisor in writing.
RIGHT OF INSPECTION
SECTION 38
The Franchisor and its authorized representatives shall have the right of
inspecting the business of the Master Franchisee, his franchisees and their
installations. The Franchisor and its representatives shall also be entitled to
test all products offered for sale and supply used by the Master Franchisee and
his franchisees in order to verify the quality and specification of such
products and supplies. The Franchisor shall have access to their premises during
regular business hours, provided that it does not disturb the operation.
FIRST PARAGRAPH - Upon request of the Franchisor, the Master Franchisee and his
franchisees shall supply samples of any food or beverage products or any other
supply or article, either containing or not the BOB'S name or trademark used by
the Master Franchisee and/or his franchisees in the business contemplated
herein.
[ENGLISH TRANSLATION]
SECOND PARAGRAPH - In the same manner, the Master Franchisee shall give all
necessary information as well as all supply all reports and documents required
for the development of the audit work that Franchisor may conduct, at any time,
in the activities of the companies that operate the BOB'S xxxx in the Territory,
provided that any impediment or refusal to deliver any document by the Master
Franchisee shall be deemed a serious violation hereof and the Master Franchisee
shall be subject to termination of this Agreement and penalty.
THIRD PARAGRAPH - The Franchisor shall bear all expenses in which it may incur
in the exercise of its inspection right.
OPERATING SUPPORT
SECTION 39
The Franchisor shall send a high-level manager to Portugal, for the period of
thirty (30) days, to give operational support to the Master Franchisee at the
time of opening of his first own unit.
FIRST PARAGRAPH - The manager referred to above shall follow all procedures
prior to and following the opening of the Master Franchisee's first own unit.
SECOND PARAGRAPH - All expenses necessary to compliance with the provision of
this Section shall be exclusively borne by Franchisor, such as, for instance,
daily allowances, transportation, food, international travel and health
insurance premium, etc.
THIRD PARAGRAPH - If upon request of the Master Franchisee the period of
permanence of the delegate in Portugal exceeds thirty (30) days, the expenses
listed in the second paragraph of this Section relating to the other days shall
be borne by the Master Franchisee.
FOURTH PARAGRAPH - Except as to the provision of the Second and Third Paragraphs
of this clause, if during the life of the Agreement the Master Franchisee
requests operating support, any expenses including, without being limited to,
daily allowances, transportation, food, international travel and health
insurance premium shall be borne by the Master Franchisee.
INFORMATION TO THE MASTER FRANCHISEE
SECTION 40
Upon request of the Master Franchisee, at any time during the life of this
Agreement the Franchisor shall give all clarification and information necessary
for the performance of this Agreement.
SOLE PARAGRAPH: The Franchisor and the Master Franchisee shall designate
counter-parties to comply with the provision of this clause.
RENEWAL OF THE AGREEMENT
[ENGLISH TRANSLATION]
SECTION 41
This Agreement may be renewed, should all parties so agree and in such event the
payment of a new franchise fee adjusted by the parties shall be due by the
Master Franchisee.
JURISDICTION
SECTION 42
The parties elect the Courts of the City of Rio de Janeiro, Brazil, to solve any
controversies arising herefrom, with the exception of any other courts, however
privileged they may be.
And, being thus agreed and contracted, the parties sign this instrument in two
counterparts of equal content and form, in the presence of the witnesses below,
for all legal purposes.
Rio de Janeiro, December 4, 2000.
XXXXXXX XXXXXX XX XXXXXXXX XXXXXXXX (signed)
VENBO COMERCIO DE ALIMENTOS LTDA., (signed).
Consenting party: Brazil Fast Food Corporation (signed).
Witnesses:
Name
Address
Identity Card
Name
Address
Identity Card
EXHIBIT
STANDARD FRANCHISE AGREEMENT AND FRANCHISE OFFER CIRCULAR
OF VENDO COMERCIO DE ALIMENTOS LTDA.
Follows notarization of the signature of Xxxxxx Xxxxxxxx xx Xxxxx Xxxx, by the
Notary Public of Rio de Janeiro, on December 4, 2000.
