Non-exclusive master franchise agreement for an agency
(a table of contents may usefully be inserted)
THIS MASTER FRANCHISE AGREEMENT is dated ... and is made BETWEEN:
(1) (name of franchisor)[[a company incorporated with limited liability under the laws of[England]and]whose
registered office is at(address), company registration number ...(or as required)](referred to in this agreement
as 'we', 'our', 'ourself', 'us'); and
(2) (name of franchisee)[[a company incorporated with limited liability under the laws of[the Republic of
Ireland]and whose registered office is at(address), company registration number ...(or as required)](referred
to in this agreement as 'you', 'your', 'yours' or 'yourself').
(A) We have developed the Concept and have established a reputation for the Business as (insert details,
eg an exclusive public relations) agency of great distinction.
(B) We are the proprietors of the Marks, which are associated with high standards of quality and service, in the Territory.
(C) We wish to expand our franchised network internationally and are therefore willing to grant you the master franchise right for the Business in the Territory.
(D) You desire the right during the continuance of this agreement to carry on the Business in the Territory.
NOW IT IS AGREED as follows:
We grant to you, during the Term and subject to the terms and conditions of this agreement, the non-exclusive right within the Territory to carry on Your Master Franchise Business from the Premises and use the Marks in accordance with this agreement.
Subject as appears below, this agreement shall be for the Term.
Our initial obligations
9We must provide you with: the Manual in [English]; the Initial Training at our offices in [London]; further
training in the operation of the System, the Business and the Software, for you and your key employees for a
period of [14 days], including if necessary any assistance you require in adapting the System to local requirements ('the Further Training'), and the Software
The Manual, any translations of it, and the copyright in it shall at all times remain our property.
The Further Training shall be given by our providing such suitably qualified staff in such numbers as we reasonably consider necessary to assist the efficient launch of Your Master Franchise Business in the Territory.
Our continuing obligations
We must give you and your employees, at your sole cost, such access as we reasonably deem appropriate to a business operated by us in [the United Kingdom] at times and locations to be agreed by us for the purpose
of providing you and your employees with continuing training. This training shall consist of instruction in and discussion and observation of relevant methods and techniques, administrative and marketing activities.
We must ensure that the Manual is kept up to datein [English] with any alterations or improvements in the
System and the operation of the Business. The Manual, the translations of it and the copyright in it shall at all times remain our property. In the event of any dispute as to the content of the Manual, the authentic copy of it shall be the copy kept as such by us.
We must provide or make available to you:
; copies of any of our advertising materials that we consider suitable for use in the Territory, as soon as is
; marketing know-how and any research statistics relating to the Business that we consider relevant to the
Territory on an on-going basis; and
; at your reasonable written request, advice, know-how and guidance in such areas as management,
finance and promotion of the Business.
Review of your business
We shall make one visit a year not exceeding[5(or)10(or as required)]days in length, by such members of our
staff as we, after consultation with you, consider appropriate, to monitor your standards and the standards of 13any of Your Unit Franchisees. You must in return pay:
; the full payroll costs of such staff attributable to the period of the respective visits;
; the return business class air fares and all other reasonable travel expenses of such staff to, from and
within the Territory; and
; five star hotel accommodation plus cost of food and other expenses properly incurred by such staff.
In order to try and ensure that Your Master Franchise Business is operated to a consistently high standard and to maintain the common identity and reputation of the franchise, we may review and audit Your Master Franchise Business regularly or as often as we deem necessary. You must, at our request, provide or ensure that there is provided to us all information and documentation and other matters required by us in order for us
to carry out such quality control. Without prejudice to the generality of the foregoing you must provide us with any information we deem necessary.
In order to protect the goodwill and reputation of the Business and maintain its common identity, you agree, during the Term to observe the obligations set out below.
Carrying on Your Master Franchise Business
You must carry on Your Master Franchise Business at all times during the Term to the highest possible standards, under the Marks and no other name, and use your best endeavours to promote the Marks in the Territory.
Equipment and materials
You must ensure that any of the Equipment and Materials or other items that are purchased by you from us are purchased on our standard terms and conditions of business. All faulty equipment, materials or items will be dealt with accordingly.
You must only commence Your Master Franchise Business when you and your staff have received the Initial Training from us pursuant to this agreement and have been approved by us as competent. If you do not reach the necessary standard as determined by us during or at the end of the Initial Training we may at our sole discretion terminate this agreement without our incurring any liability whatsoever to you. We will return the Master Franchise Fee to you less any deductions made by us in respect of the cost of training incurred by us and any other costs incurred as a result of entering into this agreement, as determined by us.
You must maintain the communication links with us and Your Unit Franchisees as specified in the Manual, including electronic links and e-mail.
Compliance with regulations etc
You must comply with all local, national and supra national laws, statutes and other regulations and non-legal requirements in particular those concerning safety standards, fire regulations, health and safety of the working environment for employees, contractors and the public, relevant data protection legislation, consumer legislation and regulations relating to the storage and use of petroleum and related services as specified in the Manual from time to time.
You must use your best endeavours to maintain the highest standards in all matters connected with the Business and observe the highest standards of integrity and courtesy in your dealings with members of the public and Your Unit Franchisees. You must carry on Your Master Franchise Business diligently and in a manner in all material respects satisfactory to us, and as may be reasonably required by us from time to time to maintain our image and reputation. You must not conduct Your Master Franchise Business or use the Marks in any way that may adversely affect the reputation of the Business, our franchise network or the Marks.
You must ensure that all your employees are adequately trained by us as specified in the Manual to the standard we determine. At our request you must release your employees on full pay for training, upon not less
than [5 working days'] notice, for no more than [2 working days] every [6 calendar months], provided that only
one employee is so released at any one time. If your employees do not satisfy our standards we shall not approve their employment by you.
20Internet and Electronic Rights
You may during the Term have your own website on the Internet to advertise and promote Your Master Franchise Business.
You must operate the System in the Territory properly and strictly in accordance with the Manual.
You must ensure that the telephones used in Your Master Franchise Business are answered by competent individuals during normal trading hours in the Territory all year round. Answer phones are only acceptable in circumstances detailed in the Manual.
You must at all times maintain a list, including names, addresses and telephone numbers, of all clients and prospective clients of Your Unit Franchisees and enter it on to the Software. All rights in this list are hereby assigned to us and we must be given direct access to it on line [24 hours a day 7 days a week] as detailed in
the Manual. You must comply with the provisions of any relevant laws concerning data protection and privacy to ensure that these are assigned to us.
You must not during the Term be directly or indirectly engaged, concerned or interested in a business similar to the Business, including having a financial interest in such a business that may enable you to influence its economic conduct.
You must ensure that you have adequate finance, including working capital, to discharge your obligations as a master franchisee under this agreement.
Inspection and access to employees and clients
You must permit us or our agent, without any further or other authority or notice, to visit the Premises and the premises of Your Unit Franchisees, to inspect the quality of Your Master Franchise Business and the Services and to speak to clients and your employees at the Premises or elsewhere about Your Master Franchise Business and the Services provided by you so as to ensure that the standards associated with the Marks are being achieved and maintained. If necessary, you must make arrangements to enable us or our agent to do so.
You must keep us informed of market developments in the Territory and of any material plans for development in Your Master Franchise Business that could have an effect on the Business, and must immediately notify us in writing of the full details of any party seeking or offering to provide the Services or similar or competing services or to carry on the Business or a similar business in the Territory.
Your Unit Franchisees
You must check, on a monthly basis, that all Your Unit Franchisees are fulfilling their duties and obligations as contained in their franchise agreements, and take all reasonable steps we require to ensure that such duties and obligations are fulfilled.
You must provide sufficient organisation in the Territory [7 days a week] to enable Your Unit Franchisees to
use the System properly, and must properly carry out checks as to safety and efficiency as prescribed by us from time to time.
Franchise agreements for units
You must ensure that before any third party starts their training in the supply of the Services they execute a franchise agreement in a form required by us from time to time, for each location at which they wish to operate a unit franchise, and return it to you.
You must ensure that Your Unit Franchisees comply with quality specifications we lay down for the Business.
Identity and reputation
Due to the importance of Your Unit Franchisees providing only premium quality services at competitive prices and in order to protect our intellectual property rights, you must maintain the common identity and reputation of the network to ensure that the Unit Franchisees comply with the terms of their franchise agreements.
You must ensure that all Your Unit Franchisees comply with the terms of their franchise agreements, and terminate the agreements of those that do not without delay.
You must ensure that Your Unit Franchisees comply with all applicable data protection laws in the Territory.
Your financial obligations
You must pay to us or our nominee from time to time, in pounds sterling or such other currency as we may require, the following sums without deduction or set-offs:
; immediately upon signing this agreement the Master Franchise Fee;
; a sum equivalent to% of the initial payment paid to you by each of Your Unit Franchisees on
entering into[his]franchise agreement, which payment shall be at a rate to be set by us;
; the Service Fee, payable each calendar month within[28 days]of the month end;
; within[10 days]of the date of an invoice presented to you by us, the costs of any advertising,
promotional aids such as leaflets and other goods or services supplied to you by us during the period
of that invoice;
; the cost of the Equipment and Materials invoiced to you by us;
; our legal costs in respect of the signing of this agreement
The Service Fee shall be due and payable whether or not you have received the service fee due to you in respect of any outlet under the relevant franchise agreement.
We may terminate this agreement forthwith by notice in writing to you if you have failed to remedy any remediable breach within a period of [28 days] of the receipt of a notice in writing from us requiring you to do so.
We may terminate this agreement forthwith by notice in writing to you if:
; you commit any material breach of your obligations under this agreement;
; you are in persistent breach of your obligations under this agreement;
; any sum required under the terms of this agreement is not paid or submitted at the latest within[14
days] following its due date;
; any document is not submitted at the latest within[14 days]following its due date;
Warranties, undertaking and disclosure
You must make no statements, representations or claims and may give no warranties to any customer or potential clients in respect of the Business or Your Master Franchise Business, save those that have been specifically authorised by us, either in writing or in the Manual in force at the relevant time. You undertake to keep us fully and effectively indemnified against all claims, demands, losses, expenses and costs we may incur as a result of any breach by you of this provision or of any other provision contained in this agreement.
You warrant that you alone will carry the risk of carrying on Your Master Franchise Business, and that you have no previous knowledge of the Business.
You warrant that you have taken full legal advice on this agreement before its execution.
You acknowledge that we have supplied to you all information concerning us and the Business you deem necessary to enable you to make a decision whether or not to enter into this agreement.
The English language version of this agreement is the authoritative one. If this agreement is translated into another language, the English version shall prevail.
All notices and other communications under this agreement shall be in English.