Casanova, Wayne E.

March 11, 2025

BME 4304 B1F Ma'am Lumilan
Franchisee and Franchisor Sample Document

This Franchise Agreement (the “Agreement”) dated on this _____ day of _______, 20__ (the “Effective
Date”) is made between __________________(the “Franchisort”) with an address of
_____________________________________________________________________________________
and________________ (the “Franchisee”), with an address of
____________________________________________________________________________________,
for the particular purpose of setting forth the exclusive terms and conditions by which the Franchisee
desires to acquire the described Franchise from the Franchisor. f

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally
bound hereby, agree to the following:

The Franchise. The Franchisor has developed methods for establishing, operating, and promoting
businesses engaged in the business of______________________________ using the service mark and
related trade names and trademarks (the “Marks”) and the Franchisor’s proprietary methods of doing
business (the “Licensed Methods”). The Franchisor grants the right to others to develop and operate a
_______________________ franchise, under the Marks and pursuant to the Licensed Methods.

The Franchisee desires to establish ___________________________franchise at a location of

____________________________________________________________________________________,
and the Franchisor wishses to grant the Franchisee the right to operate a ________________________]
franchise at such location under the terms and conditions which are contained in this Agreement.

The Franchisor grants to the Franchisee and the Franchisee accepts from the Franchisor, the right to use
the Marks and Licensed Methods in connection with the establishment and operation of a
____________________________________ franchise, at the above-referenced location. The Franchisee
agrees to use the Marks and Licensed Methods, as they may be changed, improved, and further developed
by the Franchisor from time to time, only in accordance with the terms and conditions of this Agreement.

The Franchisee agrees at all times to faithfully, honestly, and diligently perform the Franchisee’s
obligations hereunder, and to continuously exert best efforts to promote the __________________
franchise. The Franchisee agrees to utilize the Marks and Licensed Methods to operate all aspects of the
business franchised hereunder in accordance with the methods and systems developed and prescribed
from time to time by the Franchisor, all of which are a part of the Licensed Methods.

The Franchisee will offer such products and services as the Franchisor shall designate and shall be
restricted from manufacturing, offering, or selling any products or services not previously approved by
the Franchisor in writing. The Franchisee’s __________________________ must feature
___________________________________] brand items manufactured by the Franchisor or its
designated suppliers and related non-primary items (“Items”) approved by the Franchisor in writing.
Franchise Fee. The Franchisee agrees to pay the Franchisor an amount of $_______________as
Franchise Fee. The payment of the franchise fee enables the Franchisee to enjoy the use of the
Franchisor’s system and name, as well as assistance for a limited time.

In consideration for the right to develop and operate one _________________ franchise, the Franchisee
agrees to pay to the Franchisor an initial franchise fee, which is due and payable as of the date of
execution of this Agreement. The initial franchise fee represents payment for the initial grant of the rights
to use the Marks and Licensed Methods, that the Franchisor has earned the initial franchise fee upon
receipt thereof, and that the fee is non-refundable except as otherwise specifically set forth in this
Agreement. This one-time non-refundable fee is $_______________.

Location & Designated Area. The Franchisee is granted the right and franchise to own and operate one
______________________________ franchise at
____________________________________________________________________________________
(“Franchised Location”).

The rights that are granted to the Franchisee under this Agreement are for the specific Franchised
Location and cannot be transferred to any other location without the prior written approval of the
Franchisor. If the Franchisee has operated a ________________________ franchise for not less than 12
months and desires to relocate it to an alternative site, the Franchisee must set forth its reasons for
requesting the relocation in writing to the Franchisor, along with a proposed new location. The Franchisor
will have 30 days from receipt of the Franchisee’s written request to respond.

If the Franchisor approves the relation and the proposed new location, and if the ownership of the
Franchisee does not change in any respect from the ownership of the Franchisee before the relocation,
then the Franchisee may move its franchise to the new approved location, provided that the Franchisee
signs the Franchisor’s then-current form of Franchise Agreement and opens the franchise at the new
location within 12 months after the franchise closes at its former Franchised Location. In addition, the
Franchisee will be required to pay a nonrefundable design fee of $_____ as a fee for the preparation of a
design for Franchisee’s new Franchised Location. A similar design fee will also apply if the Franchisee
requests design assistance in remodeling its franchise at any time during the term of this Agreement.

Training. After the Franchisee executes a lease for the Franchised Location, the Franchisee or, if the
Franchisee is not an individual, the person designated by the Franchisee to assume primary responsibility
for the management of the ________________________ franchise (“General Manager”) is required to
attend and successfully complete the initial training program which is offered by the Franchisor at one of
the Franchisor’s designated training facilities.

The Franchisor’s initial training program shall consist of _____ days of instruction at a location
designated by the Franchisor; provided, however, that the Franchisor reserves the right to waive a portion
of the Franchisor’s training program or alter the training schedule if, in the Franchisor’s sole discretion,
the Franchisee or General Manager has sufficient prior experience or training. From time to time, the
Franchisor may present seminars, conventions, or continuing development programs or conduct meetings
for the benefit of the Franchisee.

Development Assistance. In addition to the Franchisor’s initial training, equipment list, design services,
Operations Manual, and other pre-opening services described elsewhere in this Agreement, Franchisor
will provide the Franchisee prior to opening with a list of approved and designated suppliers and an
advertising plan and advertising copy for Franchisee’s grand opening.

In addition to the other operational assistance and advice provided by the Franchisor pursuant to other
provisions of this Agreement, at the opening of the Franchisee’s location and for a period of ____ days
thereafter, the Franchisor shall provide the on-site services of a representative to assist the Franchisee and
provide further on-site training in connection with the operation of the Franchisee’s location.

Operations Manual. The Franchisor agrees to loan to the Franchisee one or more manuals, technical
bulletins, and other written materials (collectively referred to as the “Operations Manual”) covering
ordering of supplies, manufacturing, processing, and stocking and other operating and in-store marketing
techniques.

The Franchisee agrees to use the Marks and Licensed Methods only as specified in the Operations
Manual. The Operations Manual is the sole property of the Franchisor and shall be used by the Franchisee
only during the term of this Agreement and in strict accordance with the terms and conditions hereof. The
Franchisee shall not duplicate the Operations Manual or disclose its contents to persons other than its
employees or officers who have signed the form of Confidentiality and Non-Disclosure Agreement. The
Franchisee shall return the Operations Manual to the Franchisor upon the expiration, termination, or
transfer of this Agreement. The Franchisor reserves the right to revise the Operations Manual from time to
time as it deems necessary to update or change operating and marketing techniques, standards, and
specifications for all components of the Licensed Methods. Promptly after receiving any update from the
Franchisor, the Franchisee shall update his or her copy of the Operations Manual as instructed by the
Franchisor and shall conform operations with the updated provisions within a reasonable time after
receipt of such updated information.

The Franchisee shall at all times during the term of this Agreement own and control the
__________________________ franchise authorized hereunder. The Franchisee shall not operate any
other business or profession from or through the franchise location. If the Franchisee is an entity, the
entity shall only operate the _________________________ franchise governed by this Agreement and no
other business, unless the Franchisee receives the Franchisor’s prior written approval. Upon request of the
Franchisor, the Franchisee shall promptly provide to the Franchisor proof, reasonably acceptable to the
Franchisor, of such ownership.

Royalties. Throughout the term of this Agreement, the Franchisee agrees to pay to the Franchisor a
continuing monthly royalty (“Royalty”) equal to 0 percent of its Gross Retail Sales generated from or
through the _____________________ franchise.
“Gross Retail Sales” shall be defined as receipts and income of any kind from all products or services sold
from or through the ______________________ franchise, including any such sale of products or services
made for cash or upon credit, or partly for cash and partly for credit, regardless of collection of charges
for which credit is given, fewer returns for which refunds are made, provided that the refund shall not
exceed the sales price and exclusive of discounts, sales taxes, and other taxes, amounts received in
settlement of a loss of merchandise, shipping expenses paid by the customer and discount sales to
corporations or to charities for fund-raising purposes. “Gross Retail Sales” shall also include the fair
market value of any services or products received by the Franchisee in barter or in exchange for his
services and products.

The Franchisee agrees that Royalty payments shall be paid monthly and sent to the Franchisor,
post-marked on the ____ of each month based on Gross Retail Sales for the immediately preceding
month. Royalty payments shall be accompanied by monthly reports and standard transmittal forms
containing information regarding the Franchisee’s Gross Retail Sales and such additional information as
may be requested by the Franchisor.

Advertising. The Franchisee shall obtain the Franchisor’s prior written approval of all advertising or
other marketing or promotional programs published by any method, including print, broadcast and
electronic media, regarding the_______________________franchise, including, without limitation,
“Yellow Pages” advertising, newspaper ads, flyers, brochures, coupons, direct mail pieces, specialty and
novelty items, radio, television, and Internet advertising. The Franchisee acknowledges and agrees that
the Franchisor may disapprove of any advertising, marketing, or promotional programs submitted to the
Franchisor for any reason in the Franchisor’s sole discretion. The Franchisee shall also obtain the
Franchisor’s prior written approval of all promotional materials provided by vendors. The proposed
written advertising or a description of the marketing or promotional program shall be submitted to the
Franchisor before publication, broadcast, or use.

Quality Control. The Franchisee agrees to maintain and operate their ______________________
franchise strictly in compliance with this Agreement and the standards and specifications contained in the
Operations Manual, as the same may be modified from time to time by the Franchisor in accordance with
this Agreement. The Franchisee is prohibited from offering or selling any products or services not
authorized by Franchisor.

If the Franchisee proposes to offer, conduct or utilize any products, services, materials, forms, items or
supplies for use in connection with or sale through _____________________which are not previously
approved by the Franchisor as meeting its specifications, the Franchisee shall first notify the Franchisor in
writing requesting approval. The Franchisor may, in its sole discretion, for any reason whatsoever, elect to
withhold such approval. In order to make such determination, the Franchisor may require submission of
specifications, information, or samples of such products, services, materials, forms, items, or supplies.
The Franchisor will advise the Franchisee within a reasonable time whether such products, services,
materials, forms, items, or supplies meet its specifications.
Term and Termination. This Agreement shall be effective on the date hereof and shall continue for a
period of _______ ([month[s]/year[s]) or until the expressly agree upon date of the completion of the
Services, unless it is earlier terminated in accordance with the terms of this Agreement (the “Term”).
Either Party may terminate this Franchise Agreement upon thirty (30) days written notice or as required
by law.

If either Party subject to this Agreement fails to follow through with their obligations under this
Agreement, the non-breaching Party can terminate this Agreement by providing ____ day written notice
to the breaching Party.

The Franchisor shall have the right, at its option, to terminate this Agreement and all rights granted the
Franchisee hereunder, without affording the Franchisee any opportunity to cure any default (subject to any
state laws to the contrary, where state law shall prevail), effective upon receipt of notice by the
Franchisee, upon the occurrence of any of the following events:

a. Abandonment. If the Franchisee ceases to operate the _______________________

franchise or otherwise abandons the ___________________________ franchise for a
period of _____ consecutive days, or any shorter period that indicates an intent by the
Franchisee to discontinue operation of the ______________________________
franchise, unless and only to the extent that full operation of the
______________________________ franchise is suspended or terminated due to fire,
flood, earthquake or other similar causes beyond the Franchisee’s control and not related
to the availability of funds to the Franchisee;
b. Insolvency; Assignments. If the Franchisee becomes insolvent or is adjudicated bankrupt;
or any action is taken by the Franchisee, or by others against the Franchisee under any
insolvency, bankruptcy or reorganization act, (this provision may not be enforceable
under federal bankruptcy law), or if the Franchisee makes an assignment for the benefit
of creditors, or a receiver is appointed by the Franchisee;
c. Criminal Conviction. If the Franchisee is convicted of a felony, a crime involving moral
turpitude, or any crime or offense that is reasonably likely, in the sole opinion of the
Franchisor, to materially and unfavorably affect the Licensed Methods, Marks, goodwill
or reputation thereof;
d. Failure to Make Payments. If the Franchisee fails to pay any amounts due the Franchisor
or affiliates, including any amounts which may be due as a result of any subleases or
lease assignments between the Franchisee and the Franchisor, within 10 days after
receiving notice that such fees or amounts are overdue;
e. Misuse of Marks. If the Franchisee misuses or fails to follow the Franchisor’s directions
and guidelines concerning use of the Franchisor’s Marks and fails to correct the misuse or
failure within ten days after notification from the Franchisor;
f. Unauthorized Disclosure. If the Franchisee intentionally or negligently discloses to any
unauthorized person the contents of or any part of the Franchisor’s Operations Manual or
any other trade secrets or confidential information of the Franchisor;
g. Repeated Non-Compliance. If the Franchisee has received two previous notices of default
from the Franchisor and is again in default of this Agreement at any time during the term
 of this Agreement, regardless of whether the previous defaults were cured by the
Franchisee.

Other:________________________________________________________________________________
_____________________________________________________________________________________

Restrictive Covenants. The Franchisee acknowledges that, in addition to the license of the Marks
hereunder, the Franchisor has also licensed commercially valuable information which comprises and is a
part of the Licensed Methods, including without limitation, operations, marketing, advertising, and related
information and materials and that the value of this information derives not only from the time, effort and
money which went into its compilation, but from the usage of the same by all the franchisees of the
Franchisor using the Marks and Licensed Methods. The Franchisee, therefore, agrees that other than the
_________________________ franchise licensed herein, neither the Franchisee nor any of the
Franchisee’s officers, directors, shareholders or partners, nor any member of his or their immediate
fatuities, shall during the term of this Agreement have any direct or indirect controlling interest as a
disclosed or beneficial owner in a “Competitive Business.”

The Franchisee shall treat all information it receives which comprises or is a part of the Licensed Methods
licensed hereunder as proprietary and confidential and will not use such information in an unauthorized
manner or disclose the same to any unauthorized person without first obtaining the Franchisor’s written
consent. The Franchisee acknowledges that the Marks and the Licensed Methods have valuable goodwill
attached to them, that the protection and maintenance thereof is essential to the Franchisor, and that any
unauthorized use or disclosure of the Marks and Licensed Methods will result in irreparable harm to the
Franchisor.

Insurance. The Franchisee shall procure, maintain, and provide evidence of:

a. Comprehensive general liability insurance for the Franchised Location and its operations;
b. Automobile liability insurance covering all employees of the ________________________
franchise with authority to operate a motor vehicle in an amount not less than any statutorily
imposed minimum coverage;
c. Unemployment and worker’s compensation insurance with broad form all-states endorsement
coverage sufficient to meet the requirements of the law.

All of the required policies of insurance shall name the Franchisor as an additional named insured and
shall provide for a 30-day advance written notice to the Franchisor of cancellation.

The Franchisee will provide proof of insurance to the Franchisor prior to commencement of operations at
the __________________________ franchise. This proof will show that the insurer has been authorized
to inform the Franchisor in the event any policies lapse or are canceled. The Franchisor has the right to
change the minimum amount of insurance the Franchisee is required to maintain by giving the Franchisee
prior reasonable notice, giving due consideration to what is reasonable and customary in the similar
business. The Franchisee’s failure to comply with the insurance provisions set forth herein shall be
deemed a material breach of this Agreement. In the event of any lapse in insurance coverage, in addition
to all other remedies, the Franchisor shall have the right to demand that the Franchisee cease operations of
the _________________________franchise until coverage is reinstated, or, in the alternative, pay any
delinquencies in premium payments and charge the same back to the Franchisee.

Dispute Resolution. Parties to this Agreement shall first attempt to settle any dispute through good-faith
negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate
mediation or binding arbitration in the State of ________________.

If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement
will be interpreted based on the laws of the State of _________________, without regard to the conflict of
law provisions of such state. The Parties agree the dispute will be resolved in a court of competent
jurisdiction in the State of ______________________.

Governing Law. This Agreement shall be governed in all respects by the laws of the State of
___________________ without regard to the conflict of law provisions of such state. This Agreement
shall be binding upon the successors and assigns of the respective parties.

Notice. All notices or requests required or contemplated by this Agreement shall be in writing and such
notice shall be delivered as follows:

(a) if from the Franchisor to the Franchisee shall be hand-delivered or mailed to:

_________________________________
_________________________________
_________________________________
_________________________________
or such other address as the Franchisor shall specify in written notice to the Franchisee.

(b) if from the Franchisee to the Franchisor, shall be hand-delivered or mailed to:
_________________________________
_________________________________
_________________________________
_________________________________
or such other address as the Franchisee shall specify in written notice to the Franchisor.

No Right to Set Off. The Franchisee shall not be allowed to set off amounts owed to the Franchisor for
Royalties, fees, or other amounts due hereunder, against any monies owed to Franchisee, nor shall the
Franchisee, in any event, withhold such amounts due to any alleged nonperformance by the Franchisor
hereunder, which right of set-off is hereby expressly waived by the Franchisee.
Payment of Taxes.The Franchisee shall reimburse the Franchisor, or its affiliates and designees, promptly
and when due, the amount of all sales taxes, use taxes, personal property taxes, and similar taxes imposed
upon, required to be collected or paid by the Franchisor, or its affiliates or designees, on account of
services or goods furnished by the Franchisor, its affiliates or designees, to the Franchisee through sale,
lease or otherwise, or on account of collection by the Franchisor, its affiliates or designees, of the initial
franchise fee, Royalties, Marketing and Promotion Fees or any other payments made by the Franchisee to
the Franchisor required under the terms of this Agreement.

Warranty. The Franchisee shall provide its services and meet its obligations set forth in this Agreement
in a timely and satisfactory workmanlike manner, using its knowledge and recommendations for
performing its services which generally meets standards in the Franchisee’s region and community, and
agrees to provide a standard of care, equal or superior to care used by other professionals in the same
profession.

The Franchisee shall perform the services in compliance with the terms and conditions of the Agreement.

Legal Fees. Should a dispute between the named Parties arise lead to legal action, the prevailing Party
shall be entitled to any court costs, including, but not limited to reasonable attorneys’ fees.

No Assignment. This Agreement shall be binding upon the undersigned and their respective heirs,
representatives, successors and permitted assigns. This Agreement may not be assigned by either party
without the prior written consent of the other party.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed copy of
this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed
to have the same legal effect as delivery of an original signed copy of this Agreement.

Electronic Signatures. This Agreement and related documents entered into in connection with this
Agreement are signed when a party’s signature is delivered electronically, and these signatures must be
treated in all respects as having the same force and effect as original signatures.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Captions for Convenience. All captions herein are for convenience or reference only and do not
constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the
provisions hereof.

No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or
remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions,
rights or remedies (whether similar or dissimilar).

Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the
subject matter contained herein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, regarding such subject matter. This
Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each
Party hereto.

[Signatures on Following Page]

 IN WITNESS WHEREOF, the undersigned have executed this Franchise Agreement effective as of
the _____ day of ________________, 20__ (the “Effective Date”).

Dated: _____________________________ Dated: _______________________________

________________________________________ _______________________________________
Franchisor’s Signature Franchisee’s Signature
________________________________________ _______________________________________
Franchisor’s Printed Name or Entity Franchisee’s Printed Name or Entity

Franchisor’s Contact Information: Franchisee’s Contact Information:

Address: ______________________________ Address: _____________________________

Phone Number: _________________________ Phone Number: _________________________

Email Address: _________________________ Email Address: _________________________