Car maintenance contract
Franchisor:
The promised person:
1 Overview
The franchisor business includes all aspects of the automotive service industry, while conducting franchise licensing operations to provide efficient and specialized automotive care services.
The franchisor develops, locates, operates and provides efficient and specialized services in the field of vehicle maintenance services with advanced technology, management systems, procedures and processes, as well as granting franchise rights to other related companies in the franchise chain. In respect, the company has a standardized franchise chain agreement and related files, with specially designed buildings, displays, signs, overalls, slogans and other unified modes. There are unique car maintenance service methods, standard and specialized equipment. Products, operating programs, management and advertising programs, all of which are constantly changing according to market trends and become part of the franchisor.
The service mark established by the franchisor has been registered with the Trademark Office.
The regional company is authorized by the franchisor. Regional companies have the right to exercise franchise chain authorization services within the region, such as authorizing the use of certain franchisor logos, names, service systems, and actively participate in the franchise system franchise sales and service business.
The commercial services that the promised person intends to engage in car care services use the name of the franchisor, the corresponding logo and some aspects of the service management system to obtain the help of regional company expertise. It is understood that a regional company is the only entity that is obligated to the promisee, and the promised person wishes to join the agreement with the regional company.
The licensee understands that for all members of the franchisor, regional companies and corporate families, as well as the public, the most important thing is to maintain high standards and uniform quality standards, appearance, health and service levels. When operating a licensed chain of franchisees, it must be consistent with the company's system in all respects. Of course, the entire system will be modified over time.
In view of the above statements and the terms, conditions and mutual commitments set forth in this Agreement, the regional company and the franchisee hereby enter into the following agreements:
2. Franchise chain granting project
Grant concession
During the period of entry into force and continuation of the agreement, the licensee obeys the conditions in this article and fully and fully implements the following contracts. The regional company authorizes the licensee to issue a license to the franchisor. The name and its associated logo, technology, system, process program, etc., become a franchise chain of the company, and the licensee can operate according to the standards listed in the franchisor's secret operation manual to provide basic vehicle repair services; The contents of this manual will be revised as necessary. The scope of business approved for the licensee is limited to the region. The licensee recognized the special significance of this clause and has fully studied and discussed it.
Name and system use
The Licensee shall not use the franchisor's name and its associated logos, techniques, systems, technological procedures, etc. outside the territory of the agreement, and may not engage in such activities for purposes other than those mentioned above. If the franchisee wishes to operate the franchisee's car repair service center in more than one area, then the franchisor's regional franchise chain agreement may be signed separately for each such area. The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
ownership
The franchisor's name and its associated mark, technology, system process program or any other aspect of the system's ownership of the Ownership is only and will remain with the Company, and any information and information provided to the Licensee, in addition to the completion of the Treaty Agreement All will be kept confidential by the promised person. The use of the franchisor's name, service mark and its associated logo or system is only subject to the company's interests and is subject to prior approval by the company. The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
Variety
The acclaimed person must recognize that the franchisor must continue to evolve to reflect changes in the automotive repair service industry and its markets, changes in customer needs and changes in business opportunities, and therefore require constant modifications and additions to maintain and enhance the system. Public impressions and corresponding business opportunities ensure that every franchisor's car repair service center will always maintain operational efficiency. The contracting parties understand and agree that the franchisor may make changes to any aspect of the system at any time, including new, altered, additional names, service marks, related marks, technologies, systems, methods of operation, equipment provided to the public. , furniture, alterations, time, computer accounts, furnishings, instruments, services and products, including modifications to the operating manual. The promisee will actively follow all these changes and supervise their employees to do so, and the costs of these changes will be borne by the licensee. The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
Approval of information
The licensee will be subject to the regional company, and all contracts, manuals, forms, documents, advertisements, materials, products or equipment related to the franchisor chain shall not be used or sold without the prior written approval of the regional company, and the franchisor shall not be used. Name, service mark, related mark or system. The licensee can only use the company's prior approval to use its advertisements, promotion methods, promotional materials, concepts, plans, services, etc. The licensee recognized the special significance of the clause and has thoroughly studied and discussed the details.
area
The regional company will not authorize anyone other than the franchisee to establish a franchise car repair service center within a half-mile radius of the permitted area of the franchisee.
3. Obligations of regional companies
manual
The regional company will provide the licensee with a copy of the franchisor's confidential operation manual, which is only used by the franchisee himself, and the contents of the manual are not disclosed to employees or others. The regional company will provide the licensee with information on the improvement or change of the manual during the period of validity of this agreement, in the form or addition, or in the business communication, or the annual general meeting, as the case may be, after the change is made, the licensee will Complied.
Headquarters training
The regional company will arrange a pre-opening headquarters training for the licensee at the company headquarters. This training will be carried out immediately after the signing of the franchise chain agreement. It is a compulsory arrangement for a maximum of three days. This activity must be completed before the training and opening of the area of the franchisee. The licensee will be responsible for the tolls and room and board expenses to the headquarters.
Regional training
The regional company provides the licensee with operational training for the franchisor's car repair service center at a regional company's headquarters or at a company headquarters. Once the authorized person has completed the training of the headquarters before the start of the operation, the regional training process will begin. The training is mandatory and must be successfully completed before the contracted person opens the store. The person in charge is responsible for the toll and accommodation expenses at the training venue.
Future regional training
The regional company also selectively provides additional training programs to the licensee or its employees at any time within its scope of rights. Participation in such training programs and regional conferences can be mandatory. Training fees are borne by regional companies. Other costs during the training period, including accommodation, wages and travel expenses, are borne by the licensee. Regional companies can provide such follow-up counseling during the period of the franchise chain, in a variety of ways.
Standard Design and Specifications - Location Assessment
Regional companies provide standard design and specifications for the construction of franchisor vehicle repair service centers. Modifications and changes to standard designs and specifications may not be made without the written approval of a regional company. Upon grant, the franchisee may receive a further limited range of architectural and engineering services to conduct surveys, siting and planning foundations, adapting standard designs and specifications to each individual location, and complying with local regulations and regulations. Provisions. The selection of the location of the franchise chain service center must be approved by the regional company. The regional company will provide the applicant with advice on site selection and development, and inspect the three locations where the company is selected to participate in the site assessment. If the licensee requests consulting services other than the above, the full cost of such consultations for regional companies, including tolls, living expenses, and daily service fees of $300, shall be paid. The licensee will bear the costs of the preparation, the location of the project and the cost of the building. The regional company and the franchisor are not responsible for the change of the standard design by the licensee, and at the same time, the location, location, construction, operation, etc. They are also not responsible, regardless of whether they follow the standard design or not, and all responsibility is borne by the licensee. The licensee recognized the special significance of the clause and conducted sufficient research and discussion on it.
4. Obligations of the promisee
Franchise fee at the time of opening
The franchise fee at the time of the start-up is $25,000 and should be paid when the signing of the franchise agreement takes effect. This franchise chain fee is fully paid to regional companies, with the exception of non-repayables under any circumstances.) The licensee and the regional company agreed that the franchise chain start-up fee of $20,000 is used to pay for the service fees, which are provided by the regional company to the licensee, of which $1,500 is used to pay the licensee to the company. The cost of starting training received at Headquarters. The promised person recognized the special significance of this clause and conducted sufficient research and discussion on it.
Local business development fee
The licensee will pay a periodic, non-returnable local business development fee within the franchise period, which is 5% of gross income and is paid on Wednesdays.
Gross income associated with local business development expenses includes: all income related to products, services, materials, inventory, equipment, etc. acquired or earned in the previous week, and is linked to the licensee’s franchise vehicle maintenance service center. The income from sales, leases, distribution, income earned by the licensor's personal maintenance or in his name, and in any way related to the franchisee's car repair service center.
The local business development fee begins on the first Wednesday after the car repair service center is expected to open, and in no case should it be less than $125 per week per borrower, which can be adjusted at any time as the cost of living increases or decreases. This fee must be paid even if the Licensee's Auto Repair Service Center is closed or closed for any reason, or cannot be opened on the agreed date. The “minimum local business development fee” paid by the licensee or other fees stipulated in this Agreement shall not limit the termination of the agreement by the regional company for violation of this Agreement and the compensation provided by law.
If the Licensee’s “Chartered Auto Maintenance Service Center” is closed, closed, or cannot be opened on the agreed date, the licensee will continue to pay the weekly local business development fee for whatever reason. The base is calculated based on the average weekly income for the first 6 months, and in any case the local business development fee must not be lower than $125 per week and adjusted at any time based on changes in living expenses.
The minimum local business development fee should be paid in a similar manner to an automated draft or a regional company's satisfaction. Unless otherwise stated in the confidential internal operating manual, payment of this fee will be paid to the regional company no later than Wednesday, and in no case will the fee be reimbursable.
The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
Car repair service center
The Licensee will establish a car repair service center at a location agreed by both parties to the contract within 120 days of the entry into force of this Agreement and begin operations. This car repair service center must always comply with the implementation of the current franchisor's confidential operation manual. If it cannot be established, opened and maintained, it will be regarded as non-compliance with the breach of the agreement, which may result in the suspension of the agreement. . If the car repair service center is opened within 120 days due to special environmental factors beyond the control of the licensee, the regional company will extend the expiration date as appropriate, and the length of the extension period is solely determined by the regional company.
Equipment specification
The licensee will maintain and operate a standard vehicle maintenance service center from the beginning to the end in accordance with the high standards of the regional companies, the corporate image and the current franchise confidential operation manual. Due to the continuous revision of the contents of the company's operation manual, the licensee will carry out a series of work such as adding, changing, and replacing according to the requirements of the manual. In this regard, the promisee has the following specific obligations:
a. Maintain a high level of cleaning and maintenance of the vehicle repair service center, including regular repainting, repair or replacement of damaged or discarded equipment, signs, instruments, etc.;
b. Achieve and maintain the highest level of management in the operation of the franchise chain, while always complying with state, regional and federal laws and regulations;
c. Renovate the car repair service center according to the requirements of the regional company, but renovate it for up to 5 years to maintain a good business appearance and maintain the corporate image of the regional company. Other necessary changes in the building and changes in the decorative mode are not affected. Time limitation.
Operating specification
The licensee will always operate the vehicle maintenance service center in accordance with the uniform methods, specifications, procedures and specifications. Since the company's operation manual must be revised from time to time, the regional company will always explain the above aspects in the manual to ensure that The highest and uniform quality and service level. In the process of managing the store, the licensee will find that the high ethical standards in the operation will help maintain the unity of the regional company and the franchisor in terms of image and goodwill. He will not participate in any damage to the company name. Trademark activity and stop any deviation from the operating specifications. The licensee agrees with the following points:
a. Ensure adequate supply and use only instruments, equipment, services, products, materials, etc. that meet the franchisor's standards and specifications at any time to prevent the use of non-standard items without written approval;
b. Sell and use products and services according to the franchisor's uniform quality and quantity standards, and only use the trademark names approved by the company and regional companies;
c. All equipment purchased and installed by the licensee meets the agreed standards and specifications to prevent any installation or improvement of the house or equipment without written consent;
d. Allow regional companies or their agents to enter the premises of the franchise chain without prior notice and to move, replace, repair or modify any items that do not meet the current specifications of the regional company as required, at the expense of Bear
e. When purchasing products, materials, supplies, etc. required for the operation of the franchise chain, the supplier must be a supplier that has demonstrated the ability to meet the franchisor's standards and specifications, and has appropriate quality control measures to provide timely and reliable licenses. Human needs;
f. Do our best to manage and operate the franchise chain during the period of the franchise agreement;
g. Require all employees to implement the franchise chain agreement, act in accordance with the requirements of the internal manual, and prohibit employees from communicating, leaking or using any internal information, franchise chain operations, operation methods, etc. for any individual or partner during or after the employment period. , prohibiting them from cooperating with competitors;
h. The licensee will report the gross income to the franchisor regularly according to the form and requirements specified in the confidential manual. The report materials include but are not limited to: cash income registration, invoice, account record and report, sales tax form, state and federal Income tax file, etc. When the franchisor has the right to inspect the accounts and reports, the licensee will pay the cost of the audit;
i. If the Licensee or an entity under its control operates more than 5 franchisees' car repair service centers, a supervisor shall be employed who meets the standards set forth in the current company's internal operations manual, and each of the five vehicle repair service centers A supervisor shall be established to supervise and coordinate the operation of each unit;
j. Samples of all promotional and advertising materials that have not previously been approved by a regional company should be submitted to the regional company for approval before being used;
k. Always comply with the requirements set forth in this Agreement and the company's current operating manual to stop any violation of the franchisor's specifications and standards.
Business expense
The licensee will be responsible for paying the operating expenses of his franchise chain, including but not limited to: the cost of obtaining the location, infrastructure, equipment, business license, telephone service, advertising, office supplies, workers' remuneration, insurance, employee services and supplies, etc. Costs and, at the request of the company's current confidential operating manual, provide copies and amounts of all insurance policies to regional companies at any time. Regional companies and franchisees are co-insurers.
Confidentiality agreement
In addition to the normal business management requirements, the licensee and his/her personnel will not disclose any part of the franchisor to others, other companies or groups. The licensee acknowledges the confidentiality of any part of the system and acknowledges that it belongs to The franchisor's patent.
Non-competition guarantee
Within two years after the commencement of this Agreement and the termination period of this Agreement, the Licensee will not participate in any commercial activity that competes with regional companies, franchisees and other licensees, whether as an advisor or owner , employees, stockholders or other means; at the same time, during this period the licensee will not participate in the car repair service industry or any related business operations under any circumstances.
The efforts of the promised people
The licensee understands that authorizing the operation of a franchise chain is not a passive investment, but a commercial activity that relies on the independent efforts, business judgments and skills of the licensee, and market conditions. The licensee will provide a thorough understanding of the operating specifications and methods of the company system through training and other means. The licensee does not begin the operation of the franchise chain until the successful completion of the training program arranged by the headquarters office and the regional company. The licensee will work with regional companies and other licensees to complete the purposes and objectives of this agreement, and strive to maximize sales under the company name, service mark and related signs.
Restrictions on hiring others
During the period of this Agreement, the Licensee will not directly or indirectly employ any employee belonging to a regional company, franchisor or other franchisee.
abide by the law
The licensee agrees to abide by all legal provisions and regulations, including all laws and regulations relating to business licenses, employment, public safety and health, labor relations, wages and insurance for workers, construction and signage, consumer protection, etc.
The name of the conflict
Neither regional companies nor franchisors can guarantee the exclusion of another franchisor's name or similar name, service mark and logo in the location of the licensor, if the business has used this name, service mark or logo for a considerable period of time. Time is up, then it has the right to continue to use it. The licensee and the regional company agree that if the court in the jurisdiction of the competitor prohibits or restricts the licensee or the regional company from operating under the name of the franchisor, service mark and logo, the regional company and the licensee may modify it. The name, service mark and logo are operated, and the modified name, service mark and logo shall be approved by the franchisor and the regional company.
notice
In the event of a lawsuit involving a franchise chain, the licensor will provide the regional company with a copy of all the pleadings, pleadings and other files of the case, and will be guided by the regional company.
Signing of the lease
Any lease of the licensee will include an affiliate file approved by the landlord.
Authorized opening and other advertising obligations of the licensee
15 days before the authorized chain store is authorized to open the business, within 30 days after the opening of the business, the licensee will pay an advertising and promotion fee of not less than 3,000 US dollars according to the company's request. The fee will be adjusted according to the change of the living expenses index. . Within 30 days after the opening, the licensee will submit proof of purchase and publications related to the opening of advertisements and promotions to the regional company.
In the authorized opening and all subsequent chain store operations and sales activities, the licensee will only use advertising promotion, publishing materials, publicity and other methods approved by the franchisor. The licensee will use the third-party advertising promotion means agreed by the franchisor. All promotional expenses are paid by the licensee, including the promotion fee paid by the licensee to the regional company.
5. Company advertising fund
Establishment and donation
The company's advertising fund has been established and managed by the company, and the company may authorize regional companies to manage part or all of the fund. All advertising fund donations will be paid directly to the regional company. If the company notifies the licensee, the licensee will pay the advertising fund directly to the company. In any case, the money cannot be returned or compensated. Manage and distribute all advertising funds received.
In the week when the licensee opened its franchise chain for the first time, or 120 days after the entry into force of this agreement, the franchisee used 8% of its total income for advertising funds, the minimum amount is not less than 175 US dollars per week. And adjusted with changes in the life index. Even if the chain of the licensee is closed or closed for business reasons or cannot be opened on the agreed date, the fund must be paid. The minimum advertising fund is paid directly to the regional company and paid in a similar manner by automatic remittance or company satisfaction.
Goal and distribution
Advertising fund donations will be used for advertising, promotion and public relations services, not for franchisors and regional companies to promote their franchise chains; if the advertisements provided by advertising fund donations contain small notices about the promotion of franchise chains Advertising fees in this regard should be paid separately by the company or regional company. 30% of the advertising funds donated by the licensee will be used as “regional funds” for local and regional advertising, promotion, public relations services, etc. 85% of this “regional fund” is used for the media in the region, and 15% is used for sales inspections and advertising effectiveness surveys.
70% of the advertising funds donated by the donors are “national funds” and are distributed by the franchisor or its entrusted entities, all for national advertising, promotion and public relations. Unless the franchisor decides to use all or any part of the national fund for national advertising, this part of the fund will be used in accordance with the distribution of the above regional funds. The franchisor has the right to determine the share, time and manner in which national funds are allocated to local, regional or national advertising, promotion or public relations. Eighty-five percent of national funds are used for national sexual media and their production costs, local and regional media and their production costs; 15% are used for sales inspections, advertising effectiveness surveys, etc.
The franchisor and regional company make no promises or guarantees regarding the choice and use of the form of the media.
report
After the donor has donated the advertising fund, he will regularly receive a report on the use of the advertising fund, which includes financial statements for the collection and distribution of advertising funds.
National committee
The franchisor or its entity may at any time organize an advisory committee, which shall be represented by a franchisor, one representative for each prestigious regional company, and 30 days after the committee is established to notify the regional company. The advisory committee has the power to make recommendations on the allocation of advertising fund contributions. In addition, franchisors or their entities can hold regional company meetings at any time to discuss special competition, sales environment or opportunities in the automotive repair service industry. After such a meeting, the franchisor or his entity may propose to all prestigious local accomplices, which involves increasing the amount of donations to the advertising fund over a specified period of time, with an increased portion for national The amount of the fund shall not exceed 2% of the gross income of the promisee. The plan shall be validly executed by 2/3 of the local licensee's written approval. The written answer to the plan shall be within the period specified in the plan. Made, from the date of issue of the plan, at least 30 days, no more than 90 days, the regional committee
The franchisor or its entity may at any time organize a regional advisory committee composed of representatives of a regional company and a number of local licensors selected by regional companies, who must There is a good reputation and inclination to contribute to advertising funds. Such advisory committees will have the authority to advise franchisors, regional companies and their entities on the allocation of advertising fund regional funds.
In addition, regional companies can convene a meeting of accomplices in the region at any time to discuss special competition, sales environment or opportunities within the automotive repair service industry. After the meeting, regional companies can submit a plan to all prestigious local franchisees to increase the amount of advertising fund donations during a specific period of time. The increased amount will be used for the regional fund, and the increase will not exceed 1% of the gross income of the licensee. This plan must be approved by 2/3 local franchisees in writing, and the written plan is written. The answer shall be made within the period specified in the plan, and shall be no less than 30 days and no more than 90 days from the date of issue of the plan.
Local advertising cooperative
Regional companies may select, form local or regional cooperative advertising associations to plan related business and sales matters, and the franchisor or its entity may allocate a portion of the funds from the advertising fund to regional or local sources as deemed appropriate. Used by the Cooperative Advertising Association for regional advertising costs. In addition, the formation of the Local Cooperative Advertising Association immediately means that the accomplices in the area become members of such associations and are therefore obliged to make any decisions made by such associations, provided that the decision is based on the votes of all members. 2/3 majority passed. At the same time, it is obligated to pay additional advertising donations.
management
The advertising fund donation will be held and managed by the franchisor, regional company or its entity, with a separate trust bank account number to prevent it from being obtained by creditors. The franchisor, regional company or its entity may obtain compensation from the fund in accordance with reasonable financial procedures, including: account management, auditing, reporting, management, legal fees and other expenses. The licensee agrees that no franchisor, regional company, or their share holders, officials, employees, agents, accountants, etc., are liable for any actions related to advertising funds.
Supplier's advertising donation
When the franchisor appoints a trademark supplier, in return, the supplier agrees to pay an advertising fee, the payment is deposited and used by the franchisor, and will be used in accordance with the requirements and conditions of the trademark supplier.
6. Term, extension, termination of the agreement
the term
The term of this agreement will begin on the date of the implementation of this Agreement by both parties and will continue to be in force for 15 years, assuming that the licensee continues to operate the franchise chain in accordance with the terms of this Agreement.
extension
If the Licensee fully and fully implements the provisions of this Agreement and fulfills its obligations, this Agreement may be extended by the Promised Person for two five-year periods, and the licensee shall comply with the following Condition:
a. The authorized person submits a written notice to the regional company for the extension of the application, which is filed within 90-180 days of the original agreement;
b. The promised person performs the current form of the franchise chain agreement;
c. The licensee's obligations to the company, regional companies and their entities have been repaid, and the regional companies have reasonably considered satisfaction;
d. The Licensee fully complies with the terms of this Agreement, including all fees or other obligations that must be borne, and is a prestigious licensee;
e. Renovation and modernization of the auto repair service center, including new internal and external design, marking, equipment, furniture, decoration, etc., the regional company will indicate the current regional concession agreement and the company confidential operation manual The standards and specifications have prompted the franchise chain service center to operate in full compliance with all the requirements of the current operating manual, including compliance with possible changes in the building, equipment upgrades, new instrument additions, logo and store display reforms. , changes in products and services, innovations in operating methods, changes in service hours and computer accounting reports, etc.;
f. The licensee pays an extension fee of 10% of the current franchise chain start-up fee. Termination decision by regional company
Immediate termination
A regional company may, without prior notice or without the opportunity of correction, make a decision to terminate this Agreement and cancel all licenses: 1 if the information provided by the Licensee to the franchise chain to the regional company is inaccurate Or incomplete; 2 if the promised person becomes a bankrupt or transfers all assets to the creditor, or the promised person filed a bankruptcy application, or the promisee is sentenced to bankruptcy, or the promisee submits and agrees to the designated A list of property values of the recipient or the custodian of the licensee, or any eligible judicial authority designating the recipient or other custodian of the vested asset or property, or necessary to establish a The creditor organization of the promised person, or the levy of the franchise chain or property of the promisee, or the establishment of a lawsuit to cancel the mortgage of the promised person, equipment seizure, or foreclosure, or the licensee The private property will be sold after the law enforcement officer imposes the expropriation; 3 if the promised person receives the area due to breach of contract within 12 months The company has more than two notices to eliminate the malpractice in accordance with the franchise chain agreement; 4 if the licensee violates the terms of this agreement, the rights and obligations granted by this agreement are transferred to the third party without the written approval of the regional company; A person who gives up the business or ceases to open for 10 consecutive days, or stops opening for less than 10 days, but makes the regional company have reason to conclude that the person who has been reluctant to continue to operate as a franchise chain, or to be a licensee Due to the notification of the breach of contract of the house or equipment of the rental and sub-leasing franchise chain, but the correction has not been made within 15 days, or the licensee has sentenced to the loss of house ownership or business operation rights; if the franchise chain of the franchisee is closed or Loss of ownership is not due to the fault of the promised person, and the house is destroyed due to natural disasters and cannot be repaired. Then, within 60 days of the disaster, the regional company is applied to rebuild the store to continue its business activities within the remaining contract period. The request must not be unreasonably rejected; 6 if the jurisdiction of the regional company does not succeed Upon completion of the headquarters office location and regional training program at the start of the operation, the franchise agreement will be terminated and the licensee will sign a form for compensation and compensation for regional companies and franchisees. The regional company will be returned The initial franchise fee that the person has paid, which is deducted by $5,000, or the total amount of expenses incurred by the regional company for the sale of the franchise chain.
b. Terminate after the notification, the opportunity for correction
A regional company may terminate this Agreement 30 days after the notification and correction of the opportunity, including the following: 1. The licensee refuses or cannot entertain this Agreement or other terms of the agreement with the franchisor, regional company, refused or Can not entertain the franchisor and the agreement, or can not always follow the provisions of the current company confidential operation manual; 2 was convinced that the person insisted on breach of contract, refused to pay the fees payable to the franchisor and regional companies; Xu’s franchise chain management made a conclusion, but it did not make satisfactory improvements within 30 days.
C. The promised person is dead or incapable
If the successor or estate of the promisee does not comply with the provisions of this Agreement regarding the death or incapacity of the promisee, the regional company may declare termination of this Agreement 30 days after the issuance of the report and the opportunity for remediation.
Terminated execution
When this Agreement is terminated or cannot be extended, the Licensee will execute:
a. All payments due to the franchisor, the regional company and its related entities within 30 days of the termination period;
b. Submit to the franchisor, or destroy all records, files, manuals, materials, etc. previously provided by the company and regional companies as required by the regional company;
C. Stop operating the company under the franchisor's trademark name, the franchisee will abandon all the interests of the franchise chain, execute the request to terminate the file, and suspend all phone lists under the original brand name;
d. Responsible for the losses suffered by Company B and regional companies caused by the contracted person's breach of contract;
e. Loss of all paid fees
f. Agree that the termination of the use of the franchisor's service mark, name or goodwill is not required to pay the compensation to the recipient.
The licensee agrees that the regional company may decide whether to waive the business development fee and the advertising donation fee to the licensee, although this is still payable after the termination of this agreement; at the same time, the franchisor and the regional company do not need to buy Xu Ren's inventory, equipment, commodities, materials and other materials. The licensee further agreed that, in the event that this Agreement cannot be extended, the franchisor and the regional company do not have to buy back the inventory, equipment, commodities, materials, etc. of the promisee.
The regional company will have the right to submit and purchase any or all of the real estate, new construction, advertising materials, products, materials, supplies, or other business licenses within 30 days after the termination or expiration of the agreement by mailing the letter of intent. Items used or useful in a person's business, as well as any item bearing a regional company's patent mark, are priced at fair market prices.假如雙方在一個合理期間內不能就公平的市場價格達成協定，則由仲裁方獨立進行估價。假如地區性公司決定被許人應付的費用總數去抵消評估財產的價值。如果經營特許連鎖店的房屋是租賃給被許人的，被許人同意在任何時候，包括協定終止或不能延期時，按照地區性公司要求無所租房屋的全部所有權，包括房屋內新增的建築。任何這類由被許人租憑的房屋都將包括地主同意將租賃房屋轉讓給地區性公司或其受託人的檔案副本。
在地區性公司停止經營或被探測停止的情況下，特許人或其受託人有權繼續行使地區性公司在其與被許人的協定中享有的一切權利；同時，特許人或其受託人將有義務先例和完成地區性公司的職責，承擔協定中規定的所有義務。
7.轉讓
由被許人轉讓
在本協定有效期內，被許人在未得到地區性公司的預選局面批准，未經地區性公司和特許人審查全部形式和程式的情況下，交不出售、轉讓任何特許連鎖店的所有權。假如地區性公司同意其讓渡行為，但規定了若干附帶條件，則被許人不能無理拒絕，這些條件包括但不限於：
a.被許人的受託人將承擔被許人對地區性公司和特許人所負的全部職責和義務，並招待當時的地區特許連鎖協定條款，以及地區性公司要求的、與銷售新的特許連鎖店有關的所有其他檔案，有關各方承認，當時的地區特許連鎖店有關的所有其他檔案，有關各方承認，當時的地區特許連鎖協定可以飲食各項條款，包括但不限於比現時更高的商業發展費和廣告捐獻；
b.被許人的受託人將同意接受本協定中所規定的有關訓練條款；
c.被許人的受託人將向地區性公司支付一筆2000美元的轉讓費，這筆費用應隨生活費用指數的變化而調整，以便補償地區性公司的調查、訓練、帳務及其他有關轉讓的費用；
d.在轉讓時，被許人對地區性公司和特許人所負的所有義務必須全部清償，被許人實行的轉讓形式應使地區性公司和特許人滿意，並對地區性公司和特許人提供了有利的補償；
e.被許人遵守本協定和當時的操作手冊的所有條款，並在特許連鎖汽車維修服務中心的經營上完全當時的機密操作手冊的所有要求。這些要求包括但不限於可能的建築改裝、設備的更新換代，標誌和陳列的改產品或服務的改變、操作方法和時間的變化或計算機結算與報告的改革等，所有這些費用均由被許人承擔。
針對對特許連鎖店所有權的任何讓渡，轉讓或用作擔保的企圖，地區性公司在接到轉讓通知書及轉讓費後，都可行使14天的首先拒絕權。儘管有所謂首先拒絕權，地區性公司仍可拒不批准任何擬定的轉讓、擔保或讓渡方案，只要它確信該轉讓行為對本地區的被許人或其他特許人被許人不利。被許人任何轉讓、擔保或讓渡的企圖，若違反了本協定的條款，都將是一種違約行為。
由地區性公司轉讓
在特許人同意下，地區性公司保留出售或轉讓其在本協定中任何方面所有權的權利，假如其建立特許連鎖店的許諾已經履行並安排好，而且受讓人也明確保證提供進一步所要求的契約性的服務。在此情形下，地區性公司應停止繼續以原來的名稱從事經營活動，而特許人或它的受讓人可以為被許人提供各種服務，承擔起地區性公司原先所負的義務，被許人在接到特許人或他的受讓人的通知書後，即直接與特許人或它的受讓人進行交易，直接向特許人或它的受讓人支付本協定所規定的各項費用。此時，特許人或它的受讓人將繼續行使原地區性公司根據協定擁有的所有權利，這些權利包括但不限於：收取發展費、廣告捐獻及其他費用。
8.被許人的殘廢或喪失勞動力
當被物許人的死亡，或被判定喪失勞動力，或終止法人資格時，被特許在本協定中的所有權將移交給被許人的繼承人或遺囑受益人或其他有關的後繼人。在此情形下，地區性公司可在30天書面通知被許人的最後商業地址，終止本協定，除非這樣的繼承人或遺囑受益人或其他有關後繼人；
a.指定一人負責按照本協定要求管理和經營特許連鎖店，時間不得超出被許人死亡或喪失能力後的60天；
b.向地區性公司保證並令其滿意地看到，所指定的人的品質和能力足以繼續經營特許連鎖店，並繼續奉行被許人對本協定所負的所有義務，繼續維護地區性公司和特許人的服務商標與名稱。如果地區性公司認為其合適，則會要求被許人的繼承人或遺囑受益人或其他有關後繼人自費完成地區性公司安排的訓練，並支付2000美元以補償地區性公司在法律、調查、訓練、帳務等有關方面的開支，這筆費用將根據生活費指數的變化而調整。
9.其他各有關事項
當事人的關係
地區性公司與被許人的關係是特許人與被許人的關係。此外並無其他關係。地區性公司不是A公司的一個代理機構，它對被許人的所有義務都只是地區性公司的義務，特許人在本協定名下對被許人沒有義務，其對被許人的義務僅限於管理所收到和掌握的廣告基金方面。無論被許人和其所雇用的人員都將不是，也不代表地區性公司或特許人的雇員、合伙人、子公司或分支義務，尤其不得向其顧客允諾或提供來自地區性公司或特許人的支持或幫助。被許人現在是，並仍將是一個獨立的商業實體，本協定或其他任何協定的內容都不能認作是創造了一種被許人與地區性公司或特許人之間的代理關係、夥伴關係等等。被許人、地區性公司和特許人都將不作為其他一方的代理人而行動，也將不保證、不負責其他一方的義務、債務或開支等。無論地區性公司都將無權利分享被許人的利潤，也不應被要求承擔被許人的損失或義務，他們對特許連鎖店也不擁有任何所有權或財產利益，不管理雇用或開除被許人雇員事宜或其他人事事宜，不調整工作環境或決定被許人將接受什麼樣的人作為顧客，但在有必要保護特許人的名稱、服務商標和相關標誌、商譽的問題上是例外。被許人企業的管理將取決於他自己的合理的商業判斷力，並只服從本協定和操作手冊的條款。本協定或其他有關協定都不造成在地區性公司和特許人與被許人之間受託管理人與受益人的關係。
make up
被許人同意補償地區性公司，使其不受損害，支付保衛地區性公司和特許人不受損害的費用，支付服務、代表、允諾或被許人失職的補償。關於由批准的供應商供應的任何設備、產品、服務或商品等，是在未經特許人或地區性公司擔保的前提下供應的，既未擔保其適銷性，也未擔保其他任何方面。被許人同意，特許人或地區性公司對任何供應商項目或供應商關係的批准都只是一種調節行為，特許人和地區性公司對上述方面將不負有義務，被許人同意。對這些供應商項目及其使用的任何要求，只向供應商索取，而不找特許人或地區性公司。當供應商的項目出現毛病和問題，特許人和地區性公司否認對被許人或任何第三方負有義務，而被許人同意由供應商項目導致的任何損失或損壞均無特許人或地區性公司的責任。被許人還同意對供應商項目的徵稅方面負有全部責任。
廣告基金補償
被許人同意，在管理或使用被許人捐獻的廣告基金方面對地區性公司作出補償，使其免受損失，但委託地區性公司轉交廣告基金捐獻除外。在該情形下，地區性公司只負責積極將此款轉交給廣告基金，而不收取任何補償。
Notice
所有的通知都將看作是在美國郵政部門存放了5天后寄出的，郵資預付。
所有的終止通知都將以書面形式進行，並掛號投遞，或電報，或個人投遞給被許人。這樣的通知將包括終止特許連鎖的聲明、理由及終止生效日期。假如在通知書中有要求被許人限期改進的期限，則此期限將從郵件預付郵資之日或通知傳送當日算起。
title
本協定中的所有標題都僅僅為了參考方便而設，並非本協定上下文關係的一部分。
律師費
當協定一方為了執行契約或協定的各項條件而向對方提出訴訟時，則敗訴的一方應支付法庭規定的律師費。
支配的法律與仲裁
這裡所完成的特許連鎖店出售的合法性將受適用的州特許連鎖店投資法制約，這也是在本州出售特許連鎖店的先決條件，地區性公司和被許人的權利和義務都將依據該法律進行解釋。被許人不可改變地將任何由本協定產生、與本協定有關的要求、爭論、訴訟、行動或程式，或與本協定相關聯的事務或檔案提交給美國仲裁協會商業仲裁法規進行仲裁，該仲裁協會的辦事處位於地區性公司辦事處附近。
可分割性
假如本協定的任何條款無效或因任何理由、在任何範圍內無法執行，則本協定的其餘部分將不因此受影響，相反，還要在法律許可範圍內最大限度地加以強化。
不棄權
假如地區性公司未能就違反本協定的行為提出違約通報或索取補償，這將不影響其仍具有對該行為提出終止通知的權利，同時它還有權對後來的違約行為提出終止通知或索取補償。
完整的協定
本協定包含協定各方之間的完整協定，並取代先前在他們之間就上述問題達成的諒解與協定。本協定有關各方在上述有關問題不存在未在此充分表達出的代表、擔保、收入或其他要求、承諾、安排、諒解等。
修訂與批准
對本協定的任何改動或修訂都必須訴諸文字形式並由協定各方簽字，本協定或其任何修正案都必須經特許人的書面批准方可生效並約束簽約各方。
無力償還債務
在發生破產、無力償還債務或為債權人利益而讓渡的情形時，未得到地區性公司的預先書面批准，任何團體公司或個人都將不擁有或不能獲得本協定中被許人應有的權利，不管債權人持有什麼樣的法律檔案。假如在任何法律條款的名義下發生了各種破產行為，或因無力償還債務而結束特許連鎖店業務，地區性公司將立即終止本協定。在結束特許連鎖店或廢止被許人的法人代理人或繼承人的行為發生時，地區性公司將立即終止本協定。
The promised person:
1 Overview
The franchisor business includes all aspects of the automotive service industry, while conducting franchise licensing operations to provide efficient and specialized automotive care services.
The franchisor develops, locates, operates and provides efficient and specialized services in the field of vehicle maintenance services with advanced technology, management systems, procedures and processes, as well as granting franchise rights to other related companies in the franchise chain. In respect, the company has a standardized franchise chain agreement and related files, with specially designed buildings, displays, signs, overalls, slogans and other unified modes. There are unique car maintenance service methods, standard and specialized equipment. Products, operating programs, management and advertising programs, all of which are constantly changing according to market trends and become part of the franchisor.
The service mark established by the franchisor has been registered with the Trademark Office.
The regional company is authorized by the franchisor. Regional companies have the right to exercise franchise chain authorization services within the region, such as authorizing the use of certain franchisor logos, names, service systems, and actively participate in the franchise system franchise sales and service business.
The commercial services that the promised person intends to engage in car care services use the name of the franchisor, the corresponding logo and some aspects of the service management system to obtain the help of regional company expertise. It is understood that a regional company is the only entity that is obligated to the promisee, and the promised person wishes to join the agreement with the regional company.
The licensee understands that for all members of the franchisor, regional companies and corporate families, as well as the public, the most important thing is to maintain high standards and uniform quality standards, appearance, health and service levels. When operating a licensed chain of franchisees, it must be consistent with the company's system in all respects. Of course, the entire system will be modified over time.
In view of the above statements and the terms, conditions and mutual commitments set forth in this Agreement, the regional company and the franchisee hereby enter into the following agreements:
2. Franchise chain granting project
Grant concession
During the period of entry into force and continuation of the agreement, the licensee obeys the conditions in this article and fully and fully implements the following contracts. The regional company authorizes the licensee to issue a license to the franchisor. The name and its associated logo, technology, system, process program, etc., become a franchise chain of the company, and the licensee can operate according to the standards listed in the franchisor's secret operation manual to provide basic vehicle repair services; The contents of this manual will be revised as necessary. The scope of business approved for the licensee is limited to the region. The licensee recognized the special significance of this clause and has fully studied and discussed it.
Name and system use
The Licensee shall not use the franchisor's name and its associated logos, techniques, systems, technological procedures, etc. outside the territory of the agreement, and may not engage in such activities for purposes other than those mentioned above. If the franchisee wishes to operate the franchisee's car repair service center in more than one area, then the franchisor's regional franchise chain agreement may be signed separately for each such area. The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
ownership
The franchisor's name and its associated mark, technology, system process program or any other aspect of the system's ownership of the Ownership is only and will remain with the Company, and any information and information provided to the Licensee, in addition to the completion of the Treaty Agreement All will be kept confidential by the promised person. The use of the franchisor's name, service mark and its associated logo or system is only subject to the company's interests and is subject to prior approval by the company. The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
Variety
The acclaimed person must recognize that the franchisor must continue to evolve to reflect changes in the automotive repair service industry and its markets, changes in customer needs and changes in business opportunities, and therefore require constant modifications and additions to maintain and enhance the system. Public impressions and corresponding business opportunities ensure that every franchisor's car repair service center will always maintain operational efficiency. The contracting parties understand and agree that the franchisor may make changes to any aspect of the system at any time, including new, altered, additional names, service marks, related marks, technologies, systems, methods of operation, equipment provided to the public. , furniture, alterations, time, computer accounts, furnishings, instruments, services and products, including modifications to the operating manual. The promisee will actively follow all these changes and supervise their employees to do so, and the costs of these changes will be borne by the licensee. The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
Approval of information
The licensee will be subject to the regional company, and all contracts, manuals, forms, documents, advertisements, materials, products or equipment related to the franchisor chain shall not be used or sold without the prior written approval of the regional company, and the franchisor shall not be used. Name, service mark, related mark or system. The licensee can only use the company's prior approval to use its advertisements, promotion methods, promotional materials, concepts, plans, services, etc. The licensee recognized the special significance of the clause and has thoroughly studied and discussed the details.
area
The regional company will not authorize anyone other than the franchisee to establish a franchise car repair service center within a half-mile radius of the permitted area of the franchisee.
3. Obligations of regional companies
manual
The regional company will provide the licensee with a copy of the franchisor's confidential operation manual, which is only used by the franchisee himself, and the contents of the manual are not disclosed to employees or others. The regional company will provide the licensee with information on the improvement or change of the manual during the period of validity of this agreement, in the form or addition, or in the business communication, or the annual general meeting, as the case may be, after the change is made, the licensee will Complied.
Headquarters training
The regional company will arrange a pre-opening headquarters training for the licensee at the company headquarters. This training will be carried out immediately after the signing of the franchise chain agreement. It is a compulsory arrangement for a maximum of three days. This activity must be completed before the training and opening of the area of the franchisee. The licensee will be responsible for the tolls and room and board expenses to the headquarters.
Regional training
The regional company provides the licensee with operational training for the franchisor's car repair service center at a regional company's headquarters or at a company headquarters. Once the authorized person has completed the training of the headquarters before the start of the operation, the regional training process will begin. The training is mandatory and must be successfully completed before the contracted person opens the store. The person in charge is responsible for the toll and accommodation expenses at the training venue.
Future regional training
The regional company also selectively provides additional training programs to the licensee or its employees at any time within its scope of rights. Participation in such training programs and regional conferences can be mandatory. Training fees are borne by regional companies. Other costs during the training period, including accommodation, wages and travel expenses, are borne by the licensee. Regional companies can provide such follow-up counseling during the period of the franchise chain, in a variety of ways.
Standard Design and Specifications - Location Assessment
Regional companies provide standard design and specifications for the construction of franchisor vehicle repair service centers. Modifications and changes to standard designs and specifications may not be made without the written approval of a regional company. Upon grant, the franchisee may receive a further limited range of architectural and engineering services to conduct surveys, siting and planning foundations, adapting standard designs and specifications to each individual location, and complying with local regulations and regulations. Provisions. The selection of the location of the franchise chain service center must be approved by the regional company. The regional company will provide the applicant with advice on site selection and development, and inspect the three locations where the company is selected to participate in the site assessment. If the licensee requests consulting services other than the above, the full cost of such consultations for regional companies, including tolls, living expenses, and daily service fees of $300, shall be paid. The licensee will bear the costs of the preparation, the location of the project and the cost of the building. The regional company and the franchisor are not responsible for the change of the standard design by the licensee, and at the same time, the location, location, construction, operation, etc. They are also not responsible, regardless of whether they follow the standard design or not, and all responsibility is borne by the licensee. The licensee recognized the special significance of the clause and conducted sufficient research and discussion on it.
4. Obligations of the promisee
Franchise fee at the time of opening
The franchise fee at the time of the start-up is $25,000 and should be paid when the signing of the franchise agreement takes effect. This franchise chain fee is fully paid to regional companies, with the exception of non-repayables under any circumstances.) The licensee and the regional company agreed that the franchise chain start-up fee of $20,000 is used to pay for the service fees, which are provided by the regional company to the licensee, of which $1,500 is used to pay the licensee to the company. The cost of starting training received at Headquarters. The promised person recognized the special significance of this clause and conducted sufficient research and discussion on it.
Local business development fee
The licensee will pay a periodic, non-returnable local business development fee within the franchise period, which is 5% of gross income and is paid on Wednesdays.
Gross income associated with local business development expenses includes: all income related to products, services, materials, inventory, equipment, etc. acquired or earned in the previous week, and is linked to the licensee’s franchise vehicle maintenance service center. The income from sales, leases, distribution, income earned by the licensor's personal maintenance or in his name, and in any way related to the franchisee's car repair service center.
The local business development fee begins on the first Wednesday after the car repair service center is expected to open, and in no case should it be less than $125 per week per borrower, which can be adjusted at any time as the cost of living increases or decreases. This fee must be paid even if the Licensee's Auto Repair Service Center is closed or closed for any reason, or cannot be opened on the agreed date. The “minimum local business development fee” paid by the licensee or other fees stipulated in this Agreement shall not limit the termination of the agreement by the regional company for violation of this Agreement and the compensation provided by law.
If the Licensee’s “Chartered Auto Maintenance Service Center” is closed, closed, or cannot be opened on the agreed date, the licensee will continue to pay the weekly local business development fee for whatever reason. The base is calculated based on the average weekly income for the first 6 months, and in any case the local business development fee must not be lower than $125 per week and adjusted at any time based on changes in living expenses.
The minimum local business development fee should be paid in a similar manner to an automated draft or a regional company's satisfaction. Unless otherwise stated in the confidential internal operating manual, payment of this fee will be paid to the regional company no later than Wednesday, and in no case will the fee be reimbursable.
The licensee recognized the special significance of this clause and conducted sufficient research and discussion on it.
Car repair service center
The Licensee will establish a car repair service center at a location agreed by both parties to the contract within 120 days of the entry into force of this Agreement and begin operations. This car repair service center must always comply with the implementation of the current franchisor's confidential operation manual. If it cannot be established, opened and maintained, it will be regarded as non-compliance with the breach of the agreement, which may result in the suspension of the agreement. . If the car repair service center is opened within 120 days due to special environmental factors beyond the control of the licensee, the regional company will extend the expiration date as appropriate, and the length of the extension period is solely determined by the regional company.
Equipment specification
The licensee will maintain and operate a standard vehicle maintenance service center from the beginning to the end in accordance with the high standards of the regional companies, the corporate image and the current franchise confidential operation manual. Due to the continuous revision of the contents of the company's operation manual, the licensee will carry out a series of work such as adding, changing, and replacing according to the requirements of the manual. In this regard, the promisee has the following specific obligations:
a. Maintain a high level of cleaning and maintenance of the vehicle repair service center, including regular repainting, repair or replacement of damaged or discarded equipment, signs, instruments, etc.;
b. Achieve and maintain the highest level of management in the operation of the franchise chain, while always complying with state, regional and federal laws and regulations;
c. Renovate the car repair service center according to the requirements of the regional company, but renovate it for up to 5 years to maintain a good business appearance and maintain the corporate image of the regional company. Other necessary changes in the building and changes in the decorative mode are not affected. Time limitation.
Operating specification
The licensee will always operate the vehicle maintenance service center in accordance with the uniform methods, specifications, procedures and specifications. Since the company's operation manual must be revised from time to time, the regional company will always explain the above aspects in the manual to ensure that The highest and uniform quality and service level. In the process of managing the store, the licensee will find that the high ethical standards in the operation will help maintain the unity of the regional company and the franchisor in terms of image and goodwill. He will not participate in any damage to the company name. Trademark activity and stop any deviation from the operating specifications. The licensee agrees with the following points:
a. Ensure adequate supply and use only instruments, equipment, services, products, materials, etc. that meet the franchisor's standards and specifications at any time to prevent the use of non-standard items without written approval;
b. Sell and use products and services according to the franchisor's uniform quality and quantity standards, and only use the trademark names approved by the company and regional companies;
c. All equipment purchased and installed by the licensee meets the agreed standards and specifications to prevent any installation or improvement of the house or equipment without written consent;
d. Allow regional companies or their agents to enter the premises of the franchise chain without prior notice and to move, replace, repair or modify any items that do not meet the current specifications of the regional company as required, at the expense of Bear
e. When purchasing products, materials, supplies, etc. required for the operation of the franchise chain, the supplier must be a supplier that has demonstrated the ability to meet the franchisor's standards and specifications, and has appropriate quality control measures to provide timely and reliable licenses. Human needs;
f. Do our best to manage and operate the franchise chain during the period of the franchise agreement;
g. Require all employees to implement the franchise chain agreement, act in accordance with the requirements of the internal manual, and prohibit employees from communicating, leaking or using any internal information, franchise chain operations, operation methods, etc. for any individual or partner during or after the employment period. , prohibiting them from cooperating with competitors;
h. The licensee will report the gross income to the franchisor regularly according to the form and requirements specified in the confidential manual. The report materials include but are not limited to: cash income registration, invoice, account record and report, sales tax form, state and federal Income tax file, etc. When the franchisor has the right to inspect the accounts and reports, the licensee will pay the cost of the audit;
i. If the Licensee or an entity under its control operates more than 5 franchisees' car repair service centers, a supervisor shall be employed who meets the standards set forth in the current company's internal operations manual, and each of the five vehicle repair service centers A supervisor shall be established to supervise and coordinate the operation of each unit;
j. Samples of all promotional and advertising materials that have not previously been approved by a regional company should be submitted to the regional company for approval before being used;
k. Always comply with the requirements set forth in this Agreement and the company's current operating manual to stop any violation of the franchisor's specifications and standards.
Business expense
The licensee will be responsible for paying the operating expenses of his franchise chain, including but not limited to: the cost of obtaining the location, infrastructure, equipment, business license, telephone service, advertising, office supplies, workers' remuneration, insurance, employee services and supplies, etc. Costs and, at the request of the company's current confidential operating manual, provide copies and amounts of all insurance policies to regional companies at any time. Regional companies and franchisees are co-insurers.
Confidentiality agreement
In addition to the normal business management requirements, the licensee and his/her personnel will not disclose any part of the franchisor to others, other companies or groups. The licensee acknowledges the confidentiality of any part of the system and acknowledges that it belongs to The franchisor's patent.
Non-competition guarantee
Within two years after the commencement of this Agreement and the termination period of this Agreement, the Licensee will not participate in any commercial activity that competes with regional companies, franchisees and other licensees, whether as an advisor or owner , employees, stockholders or other means; at the same time, during this period the licensee will not participate in the car repair service industry or any related business operations under any circumstances.
The efforts of the promised people
The licensee understands that authorizing the operation of a franchise chain is not a passive investment, but a commercial activity that relies on the independent efforts, business judgments and skills of the licensee, and market conditions. The licensee will provide a thorough understanding of the operating specifications and methods of the company system through training and other means. The licensee does not begin the operation of the franchise chain until the successful completion of the training program arranged by the headquarters office and the regional company. The licensee will work with regional companies and other licensees to complete the purposes and objectives of this agreement, and strive to maximize sales under the company name, service mark and related signs.
Restrictions on hiring others
During the period of this Agreement, the Licensee will not directly or indirectly employ any employee belonging to a regional company, franchisor or other franchisee.
abide by the law
The licensee agrees to abide by all legal provisions and regulations, including all laws and regulations relating to business licenses, employment, public safety and health, labor relations, wages and insurance for workers, construction and signage, consumer protection, etc.
The name of the conflict
Neither regional companies nor franchisors can guarantee the exclusion of another franchisor's name or similar name, service mark and logo in the location of the licensor, if the business has used this name, service mark or logo for a considerable period of time. Time is up, then it has the right to continue to use it. The licensee and the regional company agree that if the court in the jurisdiction of the competitor prohibits or restricts the licensee or the regional company from operating under the name of the franchisor, service mark and logo, the regional company and the licensee may modify it. The name, service mark and logo are operated, and the modified name, service mark and logo shall be approved by the franchisor and the regional company.
notice
In the event of a lawsuit involving a franchise chain, the licensor will provide the regional company with a copy of all the pleadings, pleadings and other files of the case, and will be guided by the regional company.
Signing of the lease
Any lease of the licensee will include an affiliate file approved by the landlord.
Authorized opening and other advertising obligations of the licensee
15 days before the authorized chain store is authorized to open the business, within 30 days after the opening of the business, the licensee will pay an advertising and promotion fee of not less than 3,000 US dollars according to the company's request. The fee will be adjusted according to the change of the living expenses index. . Within 30 days after the opening, the licensee will submit proof of purchase and publications related to the opening of advertisements and promotions to the regional company.
In the authorized opening and all subsequent chain store operations and sales activities, the licensee will only use advertising promotion, publishing materials, publicity and other methods approved by the franchisor. The licensee will use the third-party advertising promotion means agreed by the franchisor. All promotional expenses are paid by the licensee, including the promotion fee paid by the licensee to the regional company.
5. Company advertising fund
Establishment and donation
The company's advertising fund has been established and managed by the company, and the company may authorize regional companies to manage part or all of the fund. All advertising fund donations will be paid directly to the regional company. If the company notifies the licensee, the licensee will pay the advertising fund directly to the company. In any case, the money cannot be returned or compensated. Manage and distribute all advertising funds received.
In the week when the licensee opened its franchise chain for the first time, or 120 days after the entry into force of this agreement, the franchisee used 8% of its total income for advertising funds, the minimum amount is not less than 175 US dollars per week. And adjusted with changes in the life index. Even if the chain of the licensee is closed or closed for business reasons or cannot be opened on the agreed date, the fund must be paid. The minimum advertising fund is paid directly to the regional company and paid in a similar manner by automatic remittance or company satisfaction.
Goal and distribution
Advertising fund donations will be used for advertising, promotion and public relations services, not for franchisors and regional companies to promote their franchise chains; if the advertisements provided by advertising fund donations contain small notices about the promotion of franchise chains Advertising fees in this regard should be paid separately by the company or regional company. 30% of the advertising funds donated by the licensee will be used as “regional funds” for local and regional advertising, promotion, public relations services, etc. 85% of this “regional fund” is used for the media in the region, and 15% is used for sales inspections and advertising effectiveness surveys.
70% of the advertising funds donated by the donors are “national funds” and are distributed by the franchisor or its entrusted entities, all for national advertising, promotion and public relations. Unless the franchisor decides to use all or any part of the national fund for national advertising, this part of the fund will be used in accordance with the distribution of the above regional funds. The franchisor has the right to determine the share, time and manner in which national funds are allocated to local, regional or national advertising, promotion or public relations. Eighty-five percent of national funds are used for national sexual media and their production costs, local and regional media and their production costs; 15% are used for sales inspections, advertising effectiveness surveys, etc.
The franchisor and regional company make no promises or guarantees regarding the choice and use of the form of the media.
report
After the donor has donated the advertising fund, he will regularly receive a report on the use of the advertising fund, which includes financial statements for the collection and distribution of advertising funds.
National committee
The franchisor or its entity may at any time organize an advisory committee, which shall be represented by a franchisor, one representative for each prestigious regional company, and 30 days after the committee is established to notify the regional company. The advisory committee has the power to make recommendations on the allocation of advertising fund contributions. In addition, franchisors or their entities can hold regional company meetings at any time to discuss special competition, sales environment or opportunities in the automotive repair service industry. After such a meeting, the franchisor or his entity may propose to all prestigious local accomplices, which involves increasing the amount of donations to the advertising fund over a specified period of time, with an increased portion for national The amount of the fund shall not exceed 2% of the gross income of the promisee. The plan shall be validly executed by 2/3 of the local licensee's written approval. The written answer to the plan shall be within the period specified in the plan. Made, from the date of issue of the plan, at least 30 days, no more than 90 days, the regional committee
The franchisor or its entity may at any time organize a regional advisory committee composed of representatives of a regional company and a number of local licensors selected by regional companies, who must There is a good reputation and inclination to contribute to advertising funds. Such advisory committees will have the authority to advise franchisors, regional companies and their entities on the allocation of advertising fund regional funds.
In addition, regional companies can convene a meeting of accomplices in the region at any time to discuss special competition, sales environment or opportunities within the automotive repair service industry. After the meeting, regional companies can submit a plan to all prestigious local franchisees to increase the amount of advertising fund donations during a specific period of time. The increased amount will be used for the regional fund, and the increase will not exceed 1% of the gross income of the licensee. This plan must be approved by 2/3 local franchisees in writing, and the written plan is written. The answer shall be made within the period specified in the plan, and shall be no less than 30 days and no more than 90 days from the date of issue of the plan.
Local advertising cooperative
Regional companies may select, form local or regional cooperative advertising associations to plan related business and sales matters, and the franchisor or its entity may allocate a portion of the funds from the advertising fund to regional or local sources as deemed appropriate. Used by the Cooperative Advertising Association for regional advertising costs. In addition, the formation of the Local Cooperative Advertising Association immediately means that the accomplices in the area become members of such associations and are therefore obliged to make any decisions made by such associations, provided that the decision is based on the votes of all members. 2/3 majority passed. At the same time, it is obligated to pay additional advertising donations.
management
The advertising fund donation will be held and managed by the franchisor, regional company or its entity, with a separate trust bank account number to prevent it from being obtained by creditors. The franchisor, regional company or its entity may obtain compensation from the fund in accordance with reasonable financial procedures, including: account management, auditing, reporting, management, legal fees and other expenses. The licensee agrees that no franchisor, regional company, or their share holders, officials, employees, agents, accountants, etc., are liable for any actions related to advertising funds.
Supplier's advertising donation
When the franchisor appoints a trademark supplier, in return, the supplier agrees to pay an advertising fee, the payment is deposited and used by the franchisor, and will be used in accordance with the requirements and conditions of the trademark supplier.
6. Term, extension, termination of the agreement
the term
The term of this agreement will begin on the date of the implementation of this Agreement by both parties and will continue to be in force for 15 years, assuming that the licensee continues to operate the franchise chain in accordance with the terms of this Agreement.
extension
If the Licensee fully and fully implements the provisions of this Agreement and fulfills its obligations, this Agreement may be extended by the Promised Person for two five-year periods, and the licensee shall comply with the following Condition:
a. The authorized person submits a written notice to the regional company for the extension of the application, which is filed within 90-180 days of the original agreement;
b. The promised person performs the current form of the franchise chain agreement;
c. The licensee's obligations to the company, regional companies and their entities have been repaid, and the regional companies have reasonably considered satisfaction;
d. The Licensee fully complies with the terms of this Agreement, including all fees or other obligations that must be borne, and is a prestigious licensee;
e. Renovation and modernization of the auto repair service center, including new internal and external design, marking, equipment, furniture, decoration, etc., the regional company will indicate the current regional concession agreement and the company confidential operation manual The standards and specifications have prompted the franchise chain service center to operate in full compliance with all the requirements of the current operating manual, including compliance with possible changes in the building, equipment upgrades, new instrument additions, logo and store display reforms. , changes in products and services, innovations in operating methods, changes in service hours and computer accounting reports, etc.;
f. The licensee pays an extension fee of 10% of the current franchise chain start-up fee. Termination decision by regional company
Immediate termination
A regional company may, without prior notice or without the opportunity of correction, make a decision to terminate this Agreement and cancel all licenses: 1 if the information provided by the Licensee to the franchise chain to the regional company is inaccurate Or incomplete; 2 if the promised person becomes a bankrupt or transfers all assets to the creditor, or the promised person filed a bankruptcy application, or the promisee is sentenced to bankruptcy, or the promisee submits and agrees to the designated A list of property values of the recipient or the custodian of the licensee, or any eligible judicial authority designating the recipient or other custodian of the vested asset or property, or necessary to establish a The creditor organization of the promised person, or the levy of the franchise chain or property of the promisee, or the establishment of a lawsuit to cancel the mortgage of the promised person, equipment seizure, or foreclosure, or the licensee The private property will be sold after the law enforcement officer imposes the expropriation; 3 if the promised person receives the area due to breach of contract within 12 months The company has more than two notices to eliminate the malpractice in accordance with the franchise chain agreement; 4 if the licensee violates the terms of this agreement, the rights and obligations granted by this agreement are transferred to the third party without the written approval of the regional company; A person who gives up the business or ceases to open for 10 consecutive days, or stops opening for less than 10 days, but makes the regional company have reason to conclude that the person who has been reluctant to continue to operate as a franchise chain, or to be a licensee Due to the notification of the breach of contract of the house or equipment of the rental and sub-leasing franchise chain, but the correction has not been made within 15 days, or the licensee has sentenced to the loss of house ownership or business operation rights; if the franchise chain of the franchisee is closed or Loss of ownership is not due to the fault of the promised person, and the house is destroyed due to natural disasters and cannot be repaired. Then, within 60 days of the disaster, the regional company is applied to rebuild the store to continue its business activities within the remaining contract period. The request must not be unreasonably rejected; 6 if the jurisdiction of the regional company does not succeed Upon completion of the headquarters office location and regional training program at the start of the operation, the franchise agreement will be terminated and the licensee will sign a form for compensation and compensation for regional companies and franchisees. The regional company will be returned The initial franchise fee that the person has paid, which is deducted by $5,000, or the total amount of expenses incurred by the regional company for the sale of the franchise chain.
b. Terminate after the notification, the opportunity for correction
A regional company may terminate this Agreement 30 days after the notification and correction of the opportunity, including the following: 1. The licensee refuses or cannot entertain this Agreement or other terms of the agreement with the franchisor, regional company, refused or Can not entertain the franchisor and the agreement, or can not always follow the provisions of the current company confidential operation manual; 2 was convinced that the person insisted on breach of contract, refused to pay the fees payable to the franchisor and regional companies; Xu’s franchise chain management made a conclusion, but it did not make satisfactory improvements within 30 days.
C. The promised person is dead or incapable
If the successor or estate of the promisee does not comply with the provisions of this Agreement regarding the death or incapacity of the promisee, the regional company may declare termination of this Agreement 30 days after the issuance of the report and the opportunity for remediation.
Terminated execution
When this Agreement is terminated or cannot be extended, the Licensee will execute:
a. All payments due to the franchisor, the regional company and its related entities within 30 days of the termination period;
b. Submit to the franchisor, or destroy all records, files, manuals, materials, etc. previously provided by the company and regional companies as required by the regional company;
C. Stop operating the company under the franchisor's trademark name, the franchisee will abandon all the interests of the franchise chain, execute the request to terminate the file, and suspend all phone lists under the original brand name;
d. Responsible for the losses suffered by Company B and regional companies caused by the contracted person's breach of contract;
e. Loss of all paid fees
f. Agree that the termination of the use of the franchisor's service mark, name or goodwill is not required to pay the compensation to the recipient.
The licensee agrees that the regional company may decide whether to waive the business development fee and the advertising donation fee to the licensee, although this is still payable after the termination of this agreement; at the same time, the franchisor and the regional company do not need to buy Xu Ren's inventory, equipment, commodities, materials and other materials. The licensee further agreed that, in the event that this Agreement cannot be extended, the franchisor and the regional company do not have to buy back the inventory, equipment, commodities, materials, etc. of the promisee.
The regional company will have the right to submit and purchase any or all of the real estate, new construction, advertising materials, products, materials, supplies, or other business licenses within 30 days after the termination or expiration of the agreement by mailing the letter of intent. Items used or useful in a person's business, as well as any item bearing a regional company's patent mark, are priced at fair market prices.假如雙方在一個合理期間內不能就公平的市場價格達成協定，則由仲裁方獨立進行估價。假如地區性公司決定被許人應付的費用總數去抵消評估財產的價值。如果經營特許連鎖店的房屋是租賃給被許人的，被許人同意在任何時候，包括協定終止或不能延期時，按照地區性公司要求無所租房屋的全部所有權，包括房屋內新增的建築。任何這類由被許人租憑的房屋都將包括地主同意將租賃房屋轉讓給地區性公司或其受託人的檔案副本。
在地區性公司停止經營或被探測停止的情況下，特許人或其受託人有權繼續行使地區性公司在其與被許人的協定中享有的一切權利；同時，特許人或其受託人將有義務先例和完成地區性公司的職責，承擔協定中規定的所有義務。
7.轉讓
由被許人轉讓
在本協定有效期內，被許人在未得到地區性公司的預選局面批准，未經地區性公司和特許人審查全部形式和程式的情況下，交不出售、轉讓任何特許連鎖店的所有權。假如地區性公司同意其讓渡行為，但規定了若干附帶條件，則被許人不能無理拒絕，這些條件包括但不限於：
a.被許人的受託人將承擔被許人對地區性公司和特許人所負的全部職責和義務，並招待當時的地區特許連鎖協定條款，以及地區性公司要求的、與銷售新的特許連鎖店有關的所有其他檔案，有關各方承認，當時的地區特許連鎖店有關的所有其他檔案，有關各方承認，當時的地區特許連鎖協定可以飲食各項條款，包括但不限於比現時更高的商業發展費和廣告捐獻；
b.被許人的受託人將同意接受本協定中所規定的有關訓練條款；
c.被許人的受託人將向地區性公司支付一筆2000美元的轉讓費，這筆費用應隨生活費用指數的變化而調整，以便補償地區性公司的調查、訓練、帳務及其他有關轉讓的費用；
d.在轉讓時，被許人對地區性公司和特許人所負的所有義務必須全部清償，被許人實行的轉讓形式應使地區性公司和特許人滿意，並對地區性公司和特許人提供了有利的補償；
e.被許人遵守本協定和當時的操作手冊的所有條款，並在特許連鎖汽車維修服務中心的經營上完全當時的機密操作手冊的所有要求。這些要求包括但不限於可能的建築改裝、設備的更新換代，標誌和陳列的改產品或服務的改變、操作方法和時間的變化或計算機結算與報告的改革等，所有這些費用均由被許人承擔。
針對對特許連鎖店所有權的任何讓渡，轉讓或用作擔保的企圖，地區性公司在接到轉讓通知書及轉讓費後，都可行使14天的首先拒絕權。儘管有所謂首先拒絕權，地區性公司仍可拒不批准任何擬定的轉讓、擔保或讓渡方案，只要它確信該轉讓行為對本地區的被許人或其他特許人被許人不利。被許人任何轉讓、擔保或讓渡的企圖，若違反了本協定的條款，都將是一種違約行為。
由地區性公司轉讓
在特許人同意下，地區性公司保留出售或轉讓其在本協定中任何方面所有權的權利，假如其建立特許連鎖店的許諾已經履行並安排好，而且受讓人也明確保證提供進一步所要求的契約性的服務。在此情形下，地區性公司應停止繼續以原來的名稱從事經營活動，而特許人或它的受讓人可以為被許人提供各種服務，承擔起地區性公司原先所負的義務，被許人在接到特許人或他的受讓人的通知書後，即直接與特許人或它的受讓人進行交易，直接向特許人或它的受讓人支付本協定所規定的各項費用。此時，特許人或它的受讓人將繼續行使原地區性公司根據協定擁有的所有權利，這些權利包括但不限於：收取發展費、廣告捐獻及其他費用。
8.被許人的殘廢或喪失勞動力
當被物許人的死亡，或被判定喪失勞動力，或終止法人資格時，被特許在本協定中的所有權將移交給被許人的繼承人或遺囑受益人或其他有關的後繼人。在此情形下，地區性公司可在30天書面通知被許人的最後商業地址，終止本協定，除非這樣的繼承人或遺囑受益人或其他有關後繼人；
a.指定一人負責按照本協定要求管理和經營特許連鎖店，時間不得超出被許人死亡或喪失能力後的60天；
b.向地區性公司保證並令其滿意地看到，所指定的人的品質和能力足以繼續經營特許連鎖店，並繼續奉行被許人對本協定所負的所有義務，繼續維護地區性公司和特許人的服務商標與名稱。如果地區性公司認為其合適，則會要求被許人的繼承人或遺囑受益人或其他有關後繼人自費完成地區性公司安排的訓練，並支付2000美元以補償地區性公司在法律、調查、訓練、帳務等有關方面的開支，這筆費用將根據生活費指數的變化而調整。
9.其他各有關事項
當事人的關係
地區性公司與被許人的關係是特許人與被許人的關係。此外並無其他關係。地區性公司不是A公司的一個代理機構，它對被許人的所有義務都只是地區性公司的義務，特許人在本協定名下對被許人沒有義務，其對被許人的義務僅限於管理所收到和掌握的廣告基金方面。無論被許人和其所雇用的人員都將不是，也不代表地區性公司或特許人的雇員、合伙人、子公司或分支義務，尤其不得向其顧客允諾或提供來自地區性公司或特許人的支持或幫助。被許人現在是，並仍將是一個獨立的商業實體，本協定或其他任何協定的內容都不能認作是創造了一種被許人與地區性公司或特許人之間的代理關係、夥伴關係等等。被許人、地區性公司和特許人都將不作為其他一方的代理人而行動，也將不保證、不負責其他一方的義務、債務或開支等。無論地區性公司都將無權利分享被許人的利潤，也不應被要求承擔被許人的損失或義務，他們對特許連鎖店也不擁有任何所有權或財產利益，不管理雇用或開除被許人雇員事宜或其他人事事宜，不調整工作環境或決定被許人將接受什麼樣的人作為顧客，但在有必要保護特許人的名稱、服務商標和相關標誌、商譽的問題上是例外。被許人企業的管理將取決於他自己的合理的商業判斷力，並只服從本協定和操作手冊的條款。本協定或其他有關協定都不造成在地區性公司和特許人與被許人之間受託管理人與受益人的關係。
make up
被許人同意補償地區性公司，使其不受損害，支付保衛地區性公司和特許人不受損害的費用，支付服務、代表、允諾或被許人失職的補償。關於由批准的供應商供應的任何設備、產品、服務或商品等，是在未經特許人或地區性公司擔保的前提下供應的，既未擔保其適銷性，也未擔保其他任何方面。被許人同意，特許人或地區性公司對任何供應商項目或供應商關係的批准都只是一種調節行為，特許人和地區性公司對上述方面將不負有義務，被許人同意。對這些供應商項目及其使用的任何要求，只向供應商索取，而不找特許人或地區性公司。當供應商的項目出現毛病和問題，特許人和地區性公司否認對被許人或任何第三方負有義務，而被許人同意由供應商項目導致的任何損失或損壞均無特許人或地區性公司的責任。被許人還同意對供應商項目的徵稅方面負有全部責任。
廣告基金補償
被許人同意，在管理或使用被許人捐獻的廣告基金方面對地區性公司作出補償，使其免受損失，但委託地區性公司轉交廣告基金捐獻除外。在該情形下，地區性公司只負責積極將此款轉交給廣告基金，而不收取任何補償。
Notice
所有的通知都將看作是在美國郵政部門存放了5天后寄出的，郵資預付。
所有的終止通知都將以書面形式進行，並掛號投遞，或電報，或個人投遞給被許人。這樣的通知將包括終止特許連鎖的聲明、理由及終止生效日期。假如在通知書中有要求被許人限期改進的期限，則此期限將從郵件預付郵資之日或通知傳送當日算起。
title
本協定中的所有標題都僅僅為了參考方便而設，並非本協定上下文關係的一部分。
律師費
當協定一方為了執行契約或協定的各項條件而向對方提出訴訟時，則敗訴的一方應支付法庭規定的律師費。
支配的法律與仲裁
這裡所完成的特許連鎖店出售的合法性將受適用的州特許連鎖店投資法制約，這也是在本州出售特許連鎖店的先決條件，地區性公司和被許人的權利和義務都將依據該法律進行解釋。被許人不可改變地將任何由本協定產生、與本協定有關的要求、爭論、訴訟、行動或程式，或與本協定相關聯的事務或檔案提交給美國仲裁協會商業仲裁法規進行仲裁，該仲裁協會的辦事處位於地區性公司辦事處附近。
可分割性
假如本協定的任何條款無效或因任何理由、在任何範圍內無法執行，則本協定的其餘部分將不因此受影響，相反，還要在法律許可範圍內最大限度地加以強化。
不棄權
假如地區性公司未能就違反本協定的行為提出違約通報或索取補償，這將不影響其仍具有對該行為提出終止通知的權利，同時它還有權對後來的違約行為提出終止通知或索取補償。
完整的協定
本協定包含協定各方之間的完整協定，並取代先前在他們之間就上述問題達成的諒解與協定。本協定有關各方在上述有關問題不存在未在此充分表達出的代表、擔保、收入或其他要求、承諾、安排、諒解等。
修訂與批准
對本協定的任何改動或修訂都必須訴諸文字形式並由協定各方簽字，本協定或其任何修正案都必須經特許人的書面批准方可生效並約束簽約各方。
無力償還債務
在發生破產、無力償還債務或為債權人利益而讓渡的情形時，未得到地區性公司的預先書面批准，任何團體公司或個人都將不擁有或不能獲得本協定中被許人應有的權利，不管債權人持有什麼樣的法律檔案。假如在任何法律條款的名義下發生了各種破產行為，或因無力償還債務而結束特許連鎖店業務，地區性公司將立即終止本協定。在結束特許連鎖店或廢止被許人的法人代理人或繼承人的行為發生時，地區性公司將立即終止本協定。
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