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5 Years Draft Franchise Agreement Marts Broasted Chicken

This document outlines a franchise agreement between a franchisor and franchisee to operate a Mart's Broasted Chicken food store. It details the grant of franchise, term of agreement, outlet location requirements, and responsibilities of both parties. The franchisee is granted the right to use the franchisor's system and intellectual property to operate one outlet location for 5 years, with an option to renew for 3 more years if conditions are met.
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0% found this document useful (0 votes)
166 views19 pages

5 Years Draft Franchise Agreement Marts Broasted Chicken

This document outlines a franchise agreement between a franchisor and franchisee to operate a Mart's Broasted Chicken food store. It details the grant of franchise, term of agreement, outlet location requirements, and responsibilities of both parties. The franchisee is granted the right to use the franchisor's system and intellectual property to operate one outlet location for 5 years, with an option to renew for 3 more years if conditions are met.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
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Franchise Agreement

KNOW ALL MEN BY THESE PRESENTS:

This Franchise Agreement (the “Agreement”) is entered into by and between:

______________________, doing business under the name and style “______________________”, a


sole proprietorship with business address at _______________________ hereinafter
referred to as the "FRANCHISOR";

- and -

__________________, Filipino, of legal age, and with residence address at _______________,


hereinafter referred to as the "FRANCHISEE";

WITNESSETH:

WHEREAS, the FRANCHISOR has developed (and continues to establish, develop and modify) the
System (defined below) for the establishment and operation of a food store under the name
“MART’S BROASTED CHICKEN.” All features in “MART’S BROASTED CHICKEN” have been created
and invented by the FRANCHISOR and are identified by and operated under the “MART’S
BROASTED CHICKEN” Intellectual Property and using the System (as defined below)

WHEREAS, the FRANCHISEE acknowledges the importance of the FRANCHISOR’s high standards of
uniqueness, quality, cleanliness, appearance, and service, and the necessity of operating the outlet
licensed hereunder in conformity and unity with the System.

WHEREAS, the FRANCHISEE wishes to obtain the right to use, establish, and operate an outlet with
the Franchisee's assistance provided under the System and “MART’S BROASTED CHICKEN”
Intellectual Property (as defined below) within the Territory (as defined below) according to the
terms and conditions under this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and
premises herein recorded and contained, and for other good and valuable consideration, the parties
do hereby agree as follows:

SECTION 1. GRANT OF FRANCHISE

a. Subject to this Agreement, the FRANCHISOR hereby grants unto FRANCHISEE, under the
“MART’S BROASTED CHICKEN” Intellectual Property and using the System, the non-exclusive
and non-transferable right to establish, develop and operate one (1) Outlet at the Outlet Location
hereunder specified. No exclusive, protected or other territorial rights or any rights to expand or
add new Outlet are hereby granted or implied except as expressly provided in this Agreement.
This Agreement does not grant the FRANCHISEE any right to sublicense to any third party any
right or obligation under or in connection with this Agreement;

b. Other than as expressly granted by the FRANCHISOR to FRANCHISEE under this Agreement,
all rights are reserved to FRANCHISOR. The FRANCHISOR intends to and reserves unto itself the
right to develop, operate and/or authorize third parties to operate (i) “MART’S BROASTED
CHICKEN” using the “MART’S BROASTED CHICKEN” Intellectual Property at any other
location, whether existing at the date of this Agreement or to be developed thereafter and (ii) any
businesses (including restaurants and food stores) under other systems or proprietary marks,

MART’S BROASTED CHICKEN 1


which businesses may offer or sell products that are the same as, similar to, or different from the
products offered in the Outlet notwithstanding that such restaurants and/or businesses will have
an impact on the sales of the Outlet;

SECTION 2. TERM

a. The Agreement shall commence upon opening of the Outlet, and shall continue for five
(5) years therefrom, unless sooner terminated in accordance with this Agreement (the “Term”).

b. The FRANCHISEE shall have the option to renew this Agreement at the expiration of
the Term for an additional three (3) years, subject to the execution of a new Agreement and
provided that all of the following conditions:

i. Prior written notice to renew the Agreement at least sixty (60) days before the expiration of
the Term to which FRANCHISOR shall manifest its conformity thereto;

ii. Payment of non-refundable Renewal Fee in the amount of Php ___________VAT exclusive (if VAT
is applicable) and net of withholding taxes. No part of the Renewal Fee shall be returned to the
FRANCHISEE should this agreement be pre-terminated by either party;

iii. All payments provided for in this Agreement due from FRANCHISEE to the FRANCHISOR shall
have been paid in full;

iv. There are no material breach of this Agreement by the FRANCHISEE (including any of
FRANCHISEE’s employees, personnel, agents, and contractors) during the Term.

c. Unless formally renewed in accordance with the preceding sections, the Agreement
shall be deemed to have been terminated upon the expiration of the term provided herein.

SECTION 3. OUTLET LOCATION

a. The provisions of Section 2 notwithstanding, the Outlet shall be valid only for the duration of
FRANCHISEE’s right to occupy the space located at ______________________________ (the “Outlet
Location”), and only for so long as FRANCHISEE’s right to validly occupy the Outlet Location
subsists. Should FRANCHISEE’s right to occupy the Outlet Location be terminated prior to the
expiration of the term of the Agreement and no renewal of such right is secured thereby, the
Outlet shall be automatically terminated;

b. If FRANCHISEE’s right to occupy the Outlet Location terminates prior to the expiration of this
Agreement without fault of FRANCHISEE, or if the Outlet Location is damaged, condemned or
otherwise rendered unusable, this Agreement shall be suspended for a non-extendible period of
three (3) months to give the FRANCHISEE an opportunity to look for a new site within the
City/Municipality where the Outlet Location is located and provided that the new site shall be
approved by the FRANCHISOR;

c. The Outlet Location shall be approved by the Franchisor prior to opening. For avoidance of doubt,
the FRANCHISEE shall be responsible in negotiating rent and other monies in relation for the right
to use and occupy the location of the Outlet. Any contracts and/or obligations for such use and
occupation of location of the Outlet shall be in the name and under the responsibility of the
FRANCHISEE.

d. FRANCHISEE acknowledge that, despite the fact that FRANCHISOR may have been involved in the
site selection process, review of the lease and the Outlet Plans and in other aspects of the

MART’S BROASTED CHICKEN 2


development of the Outlet, FRANCHISOR makes no warranty, representation or guaranty of any
kind with respect to the location of the Outlet, the lease, the Outlet Plans, or the success or
profitability of the Outlet to be operated at such Outlet location;

There is no guarantee that the Outlet will result to success and earn any money. The Outlet,
including its system and trademarks are not to be interpreted as a promise or guarantee of
earnings. Earning potential is also dependent on the marketing, management and other factors
within the control of the FRANCHISEE;

FRANCHISEE’s level of success depends on the time that the FRANCHISEE devote to the system,
business management and various skills. Since these factors differ according to individuals, the
FRANCHISOR cannot guarantee your success or income level.

SECTION 4. THE OUTLET

a. The “Outlet” shall mean the food store, kiosk, and/or restaurant under the name “MART’S
BROASTED CHICKEN” under the “MART’S BROASTED CHICKEN” Intellectual Property and
using the System located at the Outlet Location defined in this Agreement;

b. The “System” shall mean and include the unique system for merchandising “MART’S
BROASTED CHICKEN” products and services consisting in part of distinctive building designs,
advertising signs, specially designed equipment, café layout plans, food presentation and
formulas, secret recipes, business techniques, procedures, menus (including food and beverage
designations, special recipes and quality and quantity standards) maintenance of food and
beverage, storage, marketing, promotions and updates and/or improvements thereto;

c. FRANCHISEE shall assume all costs, expenses, liabilities and responsibility for obtaining, financing
for, and developing the Outlet, and for the construction and the procurement of equipment
necessary for the completion of the Outlet;

d. The Outlet shall be at least _________ square meters net usable area or a “Outlet Kiosk” unless
otherwise agreed upon by the Parties. The FRANCHISEE, upon the request of the FRANCHISOR,
shall deliver the Contract of lease or its equivalent document. “Outlet Kiosk” shall mean a kiosk
under the style and specification provided by the FRANCHISOR;

e. The FRANCHISOR, at its sole option, shall design, layout, and supervise the construction of the
Outlet that will be opened by the FRANCHISEE. Should the FRANCHISOR opted to delegate the
design obligation to the FRANCHISEE, the FRANCHISEE shall cause to prepare and submit, subject
to the written approval by the FRANCHISOR, a site survey and any modifications to the
FRANCHISOR’s basic specifications for the Outlet (including requirements for dimensions,
exterior design, materials, interior design and layout, equipment, fixtures, furniture, signs and
decorating), provided that FRANCHISEE may modify the FRANCHISOR’s specifications only to the
extent required to comply with all applicable local ordinances, building codes and permit
requirements and with prior notification to and written approval by the FRANCHISOR. For
consistency to the other branches of “MART’S BROASTED CHICKEN”, the FRANCHISEE shall
strictly follow the design and layout provided by the FRANCHISOR unless otherwise agreed upon
by the Parties in writing.

f. FRANCHISEE agrees to do or cause to be done at its sole cost and expense, the following:

i. Obtain and maintain all required permits for the construction and operation of the Outlet;

ii. Purchase or lease and install fixtures, equipment and signs required for the Outlet from
the FRANCHISOR or its duly accredited suppliers.

MART’S BROASTED CHICKEN 3


g. FRANCHISEE further agrees to place or display at the premises of the Outlet (interior and
exterior) only such signs, emblems, lettering, logos, and display materials that are, from time to
time, approved in writing by FRANCHISOR.

h. FRANCHISEE agrees to maintain the condition and appearance of the Outlet consistent with the
image of FRANCHISOR and “MART’S BROASTED CHICKEN”. The FRANCHISEE undertakes to
carry out, at its own care and expenses, periodic renovations of its premises, including updates
to the furnishing of the Outlet that shall be indicated by the FRANCHISOR during the term of this
Agreement.

i. FRANCHISOR may, from time to time, reasonably require FRANCHISEE to remodel or alter the
Outlet to incorporate a new general appearance, alterations, new services, products or new image,
signs and décor (collectively, “Alterations”).

SECTION 5. OPERATING THE OUTLET AND SALE OF PRODUCTS & SERVICES

a. During the term of this Agreement, FRANCHISEE is expected to solely, fully and personally
accountable for the continuous operation of the Outlet, as well as the performance, results and
liabilities of the Outlet, following the FRANCHISOR's standards which may, from time-to-time,
revised at FRANCHISOR’s sole discretion;

b. The Outlet shall at all times be under the direct on-premises supervision of the FRANCHISEE, or
a food store manager trained by the FRANCHISOR. The number of staff required shall be in
accordance with the Manual. The FRANCHISEE agrees to use its best efforts to promote and
enhance the Outlet in the Territory.

c. The FRANCHISEE shall immediately resolve any customer complaints regarding the quality of
food or beverages, service, or cleanliness of the Outlet or any similar complaints. When any
customer complaints cannot be immediately resolved, the FRANCHISEE shall use its best efforts
to resolve the customer complaints as soon as practical, and shall, whenever feasible, give the
customer the benefit of the doubt. If the FRANCHISOR determines that its intervention is
necessary or desirable to protect the System or the goodwill associated with the System, or
determines that the FRANCHISEE has failed adequately to address or resolve any customer
complaints, the FRANCHISOR may, without the FRANCHISEE’S consent, resolve any complaints
and charge the FRANCHISEE in an amount sufficient to cover all the costs and expenses of the
FRANCHISOR in resolving the customer complaints, which the FRANCHISEE shall pay the
FRANCHISOR immediately on demand.

d. FRANCHISEE shall comply with operation manuals and standards provided by FRANCHISOR and
rules prescribed by FRANCHISOR, for the operation of Outlet. FRANCHISOR shall issue changes,
revisions, additions, modifications to standards, specifications, guidelines and procedures as it
may deem necessary and desirable from time to time, provided that FRANCHISEE shall be given
such reasonable time as FRANCHISOR deems necessary to fully implement the changes.
FRANCHISEE agrees to unqualifiedly accept and comply with such changes, revisions,
modifications or amendments, including purchase of such new equipment, technology and System
improvements and maintenance and upkeep thereof as FRANCHISOR deems necessary;

e. FRANCHISEE acknowledges the need for flexibility to modify the System to respond to different
factors including but not limited to market trends, economic, conditions, customer requirements,
advances in technology and the like. FRANCHISEE agrees that FRANCHISOR may add to, delete,
revise or modify the System from time to time as FRANCHISOR deems necessary. Moreover,
regional or individual differences may, on a case-to-case basis, be prescribed or approved in
writing by FRANCHISOR. FRANCHISEE shall have no recourse against FRANCHISOR on account of

MART’S BROASTED CHICKEN 4


any variance granted to other “MART’S BROASTED CHICKEN” outlet on account of any
addition, deletion, revision or modification to the System for such “MART’S BROASTED
CHICKEN” outlet;

f. To facilitate FRANCHISEE’S compliance with the FRANCHISOR’s quality, safety and brand identity
standards and for the protection FRANCHISOR’s or “MART’S BROASTED CHICKEN” intellectual
property rights to undisclosed information in recipes and other food formulations, the
FRANCHISEE (unless otherwise agreed upon by the parties in writing) shall only purchase
products, food, beverages, ingredients, equipment, supplies from the FRACHISOR or suppliers,
distributors accredited by the FRANCHISOR;

g. The FRANCHISEE acknowledges that the reputation and goodwill of “MART’S BROASTED
CHICKEN” and the System are based upon, and can only be maintained by, the sale of
distinctive, high-quality food products and beverages, and the presentation, packaging and
service of such products in an efficient and appealing manner in accordance with the System.
The FRANCHISOR may develop certain proprietary food products, beverages, desserts and/or
menu items that will be prepared by or for the FRANCHISOR according to the proprietary
special recipes and formulas of the FRANCHISOR;

h. The FRANCHISEE acknowledges that the presentation of a uniform image to the public and the
furnishing of uniform products and services is an essential element of “MART’S BROASTED
CHICKEN”, the System, and brand concept. The FRANCHISEE therefore agrees and accepts that
the FRANCHISE will offer only beverages, food and other products and services that are
approved by the FRANCHISOR;

i. The FRANCHISEE further agrees that all beverages and food products, cooking materials,
containers, packaging materials, other paper and plastic products, glassware, utensils, uniforms,
menus, forms, cleaning and sanitation materials, and other supplies and materials used in the
operation of the Outlet in the Territory shall conform to the Franchisor’s System as established
by the FRANCHISOR from time to time;

j. If the FRANCHISEE wishes to offer any new menu item at Outlet in the Territory, the
FRANCHISEE shall propose the new menu item to the FRANCHISOR for prior written approval,
and the approval shall be at the FRANCHISOR's sole discretion. The FRANCHISEE shall not
promote, offer to sell or sell any new menu item at the Outlet unless and until the FRANCHISOR
provides an approval in writing. Upon approval, the FRANCHISOR and the FRANCHISEE agree
that all rights, titles and interests, including any Intellectual Property Rights of the new menu
item shall be vested in the FRANCHISOR;

k. FRANCHISEE shall, at all times, maintain an adequate inventory of products, food, beverages,
ingredients, equipment, supplies and materials sufficient in quantity based on its sales
projections. In no case shall any food products, beverages, ingredients, equipment, supplies and
materials be sold outside the Outlet or sold in any form or presentation or using a name other
than that prescribed by the FRANCHISOR;

SECTION 6. TRAINING & PERSONNEL

a. Employees of FRANCHISEE, if the FRANCHISOR so requires, shall undergo and successfully


complete training at the place designated by the FRANCHISOR before the commencement of their
employment. FRANCHISOR reserves the right to require re-training at FRANCHISEE’s account, if
in FRANCHISOR’s reasonable opinion, there is a ground to believe that the employee(s) required
to undergo retraining has not acquired the skills required of the personnel;

MART’S BROASTED CHICKEN 5


b. All other training expenses such as but not limited to transportation, meals, accommodation shall
be for the account of the FRANCHISEE;

c. The FRANCHISEE shall seek approval from the FRANCHISOR for any changes that the
FRANCHISEE will introduce to the employment system of the Outlet;

SECTION 7. FEES AND PAYMENT

a. FRANCHISEE shall pay to FRANCHISOR a non-refundable Franchisee Fee equivalent to the


amount stated in “ANNEX B” under payment terms and conditions stated in ANNEX B;

b. FRANCHISEE shall pay to FRANCHISOR a non-refundable monthly royalty fee as stated in “ANNEX
B” and shall be paid under payment terms and conditions stated in ANNEX B;

c. Any and all taxes that may be due on the Fees or any other sums under this Agreement, including
but not limited to any withholding tax or value added tax, shall be for the exclusive account of
FRANCHISEE. To the extent that the governmental authorities or the tax laws require VAT (or
such similar value added tax) to be imposed and withheld or deducted by the FRANCHISEE on any
payments under this Agreement, then the amount payable by the FRANCHISEE shall be increased
to an amount which (after making such deduction or withholding) leaves an amount equal to the
payment which would have been due if no such deduction or withholding had been required. All
amounts set forth in this Agreement are exclusive of any applicable sales, use, goods and services,
transfer, excise, utility, gross receipts, services, consumption, value added, and other analogous
taxes. For purposes hereof, FRANCHISEE shall prepare and file the relevant withholding tax
return and remit the final withholding tax on the Fees in the name of FRANCHISOR to an
authorized agent bank of the Bureau of Internal Revenue, within the period of payment
prescribed by law. Not later than five (5) calendar days from filing thereof, FRANCHISEE shall
furnish FRANCHISOR with an original copy of the withholding tax return duly stamped received
by an Authorized Agent Bank, together with the official receipt evidencing payment of the
withholding tax.

d. All outstanding Fees and any other amounts owed to FRANCHISOR by FRANCHISEE shall bear a
late charge at an interest at the rate of five percent (5%) compounded per month. FRANCHISEE
acknowledges that this paragraph shall not constitute FRANCHISOR’s agreement to accept such
payments after they are due or a commitment by FRANCHISOR to extend credit to FRANCHISEE’s
operation of the Outlet. Further, FRANCHISEE acknowledges that his failure to pay all amounts
when due will constitute a breach of this Agreement. The imposition of penalty in no way
condones or signifies acceptance of late payment;

Notwithstanding any designation by FRANCHISEE, FRANCHISOR shall have the sole discretion to
apply any payments received from FRANCHISEE or any indebtedness of FRANCHISOR to
FRANCHISEE to any past due indebtedness of FRANCHISEE for whatever Fees and interests
thereto that may be due to FRANCHISOR.

SECTION 8. PRICING

The FRANCHISOR will provide the fix price guideline for food, products and services offered at the
Outlet as the FRANCHISOR deems appropriate and the FRANCHISEE shall at all time offer the same
in accordance with the FRANCHISOR'S fix price guideline and the FRANCHISEE shall not deviate
therefrom without FRANCHISOR’s written approval of the deviation. The FRANCHISOR may, from
time to time, consider and approve in writing seasonal discount of food and products sold at the
Outlet.

MART’S BROASTED CHICKEN 6


SECTION 9. ACCOUNTING, RECORDS, INSPECTION AND AUDIT

a. During the term of this Agreement, FRANCHISEE shall keep and maintain full, complete and
accurate books, records and accounts of the operations of the Outlet. FRANCHISEE shall utilize the
accounting procedures consistent with the generally accepted accounting principles.

b. FRANCHISEE shall maintain an accounting system, prepare on a current basis, and retain at all
times during the term of this Agreement, complete and accurate records for no less than two (2)
years concerning gross sales and other financially related aspects of the Outlet. Such records shall
include but not limited to books of account, tax returns, daily reports, statement of gross sales,
profit and loss statements, balance sheets and cash flow statements. FRANCHISOR shall have the
right to demand and inspect at any time all books, records and accounts relating to the Outlet for
the period above-specified. FRANCHISEE shall prepare and submit to FRANCHISOR such daily,
weekly and monthly sales reports as FRANCHISOR may reasonably request and shall allow
FRANCHISOR to inspect the cash register, computer and accounting equipment and data to audit,
evaluate or compile research or data on any aspect of the Outlet;

c. FRANCHISEE shall also retain the services of any independent auditing entity acceptable to
FRANCHISOR. FRANCHISEE shall submit to FRANCHISOR such audited financial statements and
auditor’s reports as may be prepared by the independent auditing entity as soon as available but
not later than ninety (90) days after the end of its fiscal year.

d. FRANCHISEE shall furnish to FRANCHISOR in the form from time to time prescribed by
FRANCHISOR:

i. On or before the end of each day, the daily statement of the gross sales for the immediately
preceding day, prepared, verified and signed by FRANCHISEE or other approved employee,
together with copies of such other information and supporting records as FRANCHISOR from
time to time requires;

ii. On or before Friday of each week, a statement of the gross sales for the immediately preceding
week ending at the close of business on Saturday of such week, prepared, verified and signed
by FRANCHISEE or other approved employee, together with copies of such other information
and supporting records as FRANCHISOR from time to time requires;

iii. Within thirty (30) days after the end of each calendar quarter, a quarterly profit and loss
statement for the Outlet, prepared, verified and signed by FRANCHISEE; provided, that
FRANCHISEE will prepare profit and loss statements on a monthly basis and, if requested,
submit them to FRANCHISOR;

iv. Within ninety (90) days after the end of each fiscal year of the Outlet, an audited annual profit
and loss statement of the Outlet for the fiscal year and a balance sheet for the Outlet as of the
end of the fiscal year, verified and signed by FRANCHISEE; and

v. Within thirty (30) days after tax returns are filed, upon request of FRANCHISOR, exact copies
of the Outlet’s tax returns submitted to the Bureau of Internal Revenue.

vi. FRANCHISOR or its representatives shall have the right, at any time during business hours,
and without prior notice to FRANCHISEE, to inspect and audit, or cause to be inspected or
audited, the business records, bookkeeping and accounting records, cash register tapes,
invoices, payroll records, check, stubs and bank deposit receipts of the Outlet, reports,
financial statements, FRANCHISEE’s tax returns or schedules, other forms, information and
supporting records which FRANCHISEE is required to submit to FRANCHISOR hereunder and
the books and records of any corporation or partnership which owns or operates the Outlet.

MART’S BROASTED CHICKEN 7


FRANCHISEE shall fully cooperate with representatives of FRANCHISOR and any independent
accountants hired by FRANCHISOR to conduct any such inspection or audit. FRANCHISEE’S
refusal to allow the audit or inspection of the Outlet for whatever reasons, shall be evidence of
bad faith in the computation of sales and shall be a ground to terminate this agreement. In the
event any such inspection or audit shall disclose an understatement of the gross sales of the
Outlet for any period or periods, FRANCHISEE shall pay to FRANCHISOR, within ten (10) days
after receipt of the inspection or audit report, the outstanding Fees payable plus interest due
on the amount of such understatement. Further, in the event such audit is made necessary by
the failure of FRANCHISEE to furnish reports, financial statements, tax returns or schedules as
herein required, or if an understatement of gross sales for any period is determined by any
such inspection or audit to be greater than two percent (2%), FRANCHISEE shall reimburse
FRANCHISOR for the cost of such inspection or audit, including, without limitation, the
charges of any independent accountant and the travel expenses, room and board and
compensation of employees of FRANCHISOR and FRANCHISOR shall have the right to require
FRANCHISEE to furnish, at FRANCHISEE’s sole cost and expense audited financial statements
thereafter. In the event any such audit reveals an overstatement of the gross sales of the
Outlet for any period or periods, FRANCHISOR shall pay to FRANCHISEE, within thirty (30)
days of the receipt of the inspection or audit report the amount/s paid by FRANCHISEE on
such overstatement.

vii. FRANCHISOR or its representatives shall have the right, at any time during business hours,
and without prior notice to FRANCHISEE, to enter and inspect the Outlet and to examine the
products used for the business operation of the Outlet and products and services offered by
FRANCHISEE as well as to take samples of any supplies, examine equipment, furniture and
fixture and various areas in the Outlet and interview employees and crew of the FRANCHISEE
for the purpose of verifying that FRANCHISEE is operating the Outlet in accordance with the
terms of this Agreement, the System and the Operation Manual. Without limiting the
generality of the foregoing, FRANCHISEE acknowledges that, in the context of any such
inspection, FRANCHISOR may take inventory of any and all products, for purposes of verifying
that FRANCHISEE is complying with the terms of this Agreement. FRANCHISEE and its
employees shall cooperate fully with FRANCHISOR and/or its representatives in such
inspections by rendering such assistance as they may reasonably request, and, without
limiting FRANCHISOR’s other rights under this Agreement.

SECTION 10. INDEPENDENCE / FREEDOM FROM LIABILITY

a. This Agreement shall not, in any way, be construed as constituting FRANCHISEE as an agent, legal
representative, joint venture partner, employee or servant of FRANCHISOR, for any purpose
whatsoever. FRANCHISEE shall not make any representations tending to create apparent agency,
employment by, or partnership with, FRANCHISOR. Neither party shall have the authority to act
for the other in any manner to incur debts and obligations which shall be binding upon the other.

b. In no case and under no circumstance shall FRANCHISOR be liable for any act, omission, debt or
any other obligation incurred by FRANCHISEE. FRANCHISEE shall hold FRANCHISOR fee and
harmless from any and all damages and liabilities against any such claim and the cost of defending
against such claim arising from, or as a result of, or in connection with, FRANCHISEE’s operation
of FRANCHISEE.

c. The employer-employee relations of all personnel of FRANCHISEE shall be exclusively with that of
the latter and to the exclusion of FRANCHISOR, subject only to the observance by FRANCHISEE of
implementing such policies and programs that are consistent with the line and quality of services
to be rendered by such personnel to the general public, that are expected to be within the quality
standards as established by FRANCHISOR. Consequently, should any labor claim or litigation arise
out of the non-compliance by FRANCHISEE with any provisions of the law and its Implementing

MART’S BROASTED CHICKEN 8


Rules and Regulations, only FRANCHISEE shall be held exclusively responsible for all the
consequences of any such violation(s) thereof. And, should the rights and interests of
FRANCHISOR be adversely affected by the violation of FRANCHISEE of the terms and conditions
herein contained, in any manner howsoever and to any extent, whatsoever, FRANCHISEE may be
held liable by FRANCHISOR to the fullest extent thereof, without prejudice to the latter’s option to
rescind this Agreement or pursue such other legal remedies to which the latter may be entitled
under existing laws, to protect its interests.

SECTION 11. MART’S BROASTED CHICKEN INTELLECTUAL PROPERTY

a. FRANCHISEE hereby acknowledges that the trademarks as enumerated in “ANNEX A” are


registered trademarks solely owned by FRANCHISOR, and that only FRANCHISOR or any of its
duly authorized franchisees have the right to the use of the said trademark, along with all the
ancillary sign symbols, and other indicia used in connection or in conjunction with the said
trademark/service mark. Nothing in this Agreement shall be construed as having given
FRANCHISEE any right, title or interest of any kind or nature whatsoever in or to the said
trademark/service mark or to the goodwill thereto associated, except as may be provided under
this Agreement.

b. FRANCHISEE shall use the “MART’S BROASTED CHICKEN”Intellectual Property only and
strictly in connection with the operation of the Outlet in the manner specified by the Agreement,
and agrees that all use by FRANCHISEE under this Agreement shall inure to the benefit of
FRANCHISOR. The right of FRANCHISEE to the use of the “MART’S BROASTED
CHICKEN”Intellectual Property shall be coterminous with this Agreement.

c. FRANCHISEE shall use and display the “MART’S BROASTED CHICKEN” Intellectual Property
only and strictly in such form and manner as is specifically approved by FRANCHISOR in
writing. FRANCHISEE shall not use any other trademark or service mark or other identifying
characteristics in connection with the System, except as may have been previously authorized
by FRANCHISOR;

d. FRANCHISOR agrees to protect and defend the “MART’S BROASTED CHICKEN” Intellectual
Property from any unauthorized use or appropriation by a third party. FRANCHISOR shall have
the sole discretion in determining the appropriate manner in which such protection or defense
shall be undertaken. FRANCHISEE agrees to cooperate fully with FRANCHISOR in the defense
and protection of the “MART’S BROASTED CHICKEN” Intellectual Property, and shall
promptly advise FRANCHISOR in writing of any known potentially infringing uses by others as
well as any action, proceedings, or suits brought, or claims made, against FRANCHISEE involving
the use of the said “MART’S BROASTED CHICKEN” Intellectual Property. All reasonable costs
incurred arising from the protection or defense of such trademarks shall be borne by
FRANCHISOR.

SECTION 12. ADVERTISING AND PROMOTIONS

a. FRANCHISEE shall secure prior written approval from FRANCHISOR for all
advertising, sales, promotions, and other marketing materials to be used by FRANCHISEE,
including but not limited to newspaper, radio, and television advertising, press releases, novelty
items, leaflets, streamers, signs, packaging bags, social media, e-commerce and wed based
materials which FRANCHISEE may want to use for its own accord, over and above those
marketing materials produced and used by FRANCHISOR;

All costs for securing such materials shall be for the account of FRANCHISEE.

MART’S BROASTED CHICKEN 9


b. FRANCHISEE shall not use any disapproved or unapproved advertising or promotional
materials. FRANCHISEE shall comply with any advertising requirements contained in his lease
or sublease for the premises of the Outlet. All advertising and promotional materials used by
FRANCHISEE must be completely factual, comply with all applicable laws including securing
permits from appropriate government agencies and shall be for the account of the FRANCHISEE
and conform to the highest standards of ethical advertising and policies prescribed from time to
time by FRANCHISOR;

c. FRANCHISEE shall give to the FRANCHISOR the username, password, email address
references etc., for the Outlet’s social media accounts and/or platforms including but not limited
to Facebook, Instagram, Twitter etc. Before conducting any marketing activities on social media
platforms FRANCHISEE shall inform FRANCHISOR before (1) creating a new account, (2)
uploading any new content, or (3) deleting any content or account. Upon FRANCHISOR’S
request, FRANCHISEE may delete any and all contents uploaded, including comments from third
parties. DISTRIBUTOR shall be solely responsible for any claims, damages, or costs (including
attorney’s fees) arising from contents uploaded without the FRANCHISOR prior written
consent;

d. The FRANCHISEE shall spend at each calendar month, on local advertising and promotion in
an amount equal to two percent (2%) of its Gross Sales prevailing at the end of the preceding
calendar month. Such expenditure shall be made directly by the FRANCHISEE, subject to
approval and direction by the Franchisor. The FRANCHISEE shall purchase from the Franchisor
tarpaulins, streamers and other store marketing materials, chargeable to the local
advertisement.

SECTION 13. INSURANCE

The FRANCHISEE must secure and maintain, at its sole expense, during the duration of this
Agreement the following insurance coverage from a reputable insurance company pre-approved by
the Franchisor:

1. Standard Medical and Accident Insurance Policy for the FRANCHISEE’s representatives
and employees under the supervision of the FRANCHISEE;

2. Comprehensive General Liability Insurance Policy in an amount set by the Franchisor


secured prior to the opening of the Outlet with the Franchisor as additional beneficiary;

3. Property insurance with a coverage of at least One Million Pesos (Php1,000,000.00).

The FRANCHISEE must submit the appropriate evidence of insurance with proof payment of
premiums with five (5) banking days from the Franchisor’s request. Failure on the part of the
FRANCHISEE to submit the required insurance policies shall give the Franchisor the right to obtain
insurance coverage for the FRANCHISEE at the latter’s cost and account.

SECTION 14. NON-COMPETITION

a. The FRANCHISEE hereby agrees that during the term of this Agreement, and within two (2)
years thereafter, the FRANCHISEE shall not, directly or indirectly, for himself, or through, on
behalf of, or in conjunction with any person, persons, partnership, association or corporation:

i. Divert or attempt to divert any business or customers away from the Outlet, the Products
and “MART’S BROASTED CHICKEN” Intellectual Property, or otherwise perform any act

MART’S BROASTED CHICKEN 10


injurious or prejudicial to the FRANCHISOR, the Outlet, the “MART’S BROASTED
CHICKEN” Intellectual Property and the System or any goodwill associated therewith.

ii. Directly or indirectly own, maintain, engage in, manage, consult with, or have any interest as
an owner, investor, shareholder, partner, member, lender, director, officer, manager,
employee, consultant, guarantor, representative or agent, or in any other manner, in any
business or undertaking similar or in competition, directly or indirectly, with the
FRANCHISOR, including but not limited to businesses involving the operation of restaurants
and/or food store, manufacturing, sale and distribution of products and related
merchandise, or generally selling the same or similar products and providing the same or
similar services as those of the FRANCHISOR.

b. The FRANCHISEE further agrees that during the term of this Agreement (unless otherwise
agreed upon by the parties in writing) and within two (2) years from the termination of this
Agreement, the FRANCHISEE shall not employ or seek to employ any person who is at that time,
or not more than six (6) months prior thereto, employed by the FRANCHISOR or by any other
franchisee or licensee of the FRANCHISOR, or otherwise directly or indirectly induce or seek to
induce such person to leave his or her employment.

SECTION 15. CONFIDENTIALITY

a. Information obtained in the course, and as a consequence, of the training of


employees and the operation of the Outlet, and identified by FRANCHISOR as trade secrets shall
be highly confidential. No right is hereby given to or acquired by FRANCHISEE to disclose,
duplicate, license, sell or reveal any such trade secret to any person other than an employee of
FRANCHISEE who is required by his work to be familiar with relevant trade secrets.

b. FRANCHISEE, its officers, employees, agents and representatives shall not, during
the term of this Agreement, and after its termination, reveal, divulge or otherwise communicate
to any unauthorized person, any knowledge or information obtained in the course of, or as a
consequence of this Agreement concerning trade secrets, strategies, systems, methods,
procedures, and any other confidential matters used by FRANCHISOR in any aspect of its
operations. FRANCHISEE shall obtain confidentiality agreements with its officers, employees,
agents and representatives, to the same extent and for the same duration as herein specified.

c. FRANCHISEE shall not in any case or event, directly or indirectly, through verbal
notice, informal advice, invitation or other means of communication, pirate or acquire the
services of existing staff, particularly employees of FRANCHISOR assigned at different branches,
which will accordingly result in the transfer of employment of said staff from FRANCHISOR unto
FRANCHISEE.

SECTION 16. BREACH, DEFAULT AND TERMINATION

a. Without prejudice to any other provision of this Agreement, breach of, or failure to comply
with, this Agreement by FRANCHISEE or FRANCHISEE’S employee, representative or agent
shall entitle FRANCHISOR to:

i. Impose interest and/or penalty for breach of monetary obligations including but not
limited to failure to pay, or delay in payment of, any fee under this Agreement;

ii. Claim Liquidated Damages of One Million Pesos (Php 1,000,000.00) for each violation;

MART’S BROASTED CHICKEN 11


iii. Require the submission of such documents and reports as FRANCHISOR deems
necessary;

iv. Correct any deficiency in the Outlet, provided that all costs, expenses, fees and damages
shall be for the account of FRANCHISEE;

v. Take over the management of the Outlet in accordance with Section 17;

vi. Terminate this Agreement;

FRANCHISOR may resort to one, some or all of the above remedies and, in addition, may
claim such other damages as may be available under the law and this Agreement.

b. This Agreement and all the rights granted to the FRANCHISEE shall terminate without notice to
FRANCHISEE and without need of any court action if:

i. FRANCHISEE becomes insolvent, is dissolved or is unable to pay his/her/its bills as


they fall due, as the case may be;

ii. FRANCHISEE files a voluntary petition for insolvency makes an assignment for the
benefit of creditors;

iii. FRANCHISEE the terms of this Agreement and such violation poses a threat to the
health of the public; or

iv. An involuntary petition for insolvency is filed by another person against the
FRANCHISEE and the same is not dismissed within thirty (30) days of filing

c. Upon written notice to FRANCHISEE from FRANCHISOR, this Agreement and all rights granted
to FRANCHISEE hereunder shall terminate if any of the events enumerated below occur.
Termination shall be effective on the date specified in the notice without need of any court
action:

i. If FRANCHISEE fails to develop or open the Outlet for business within the period
specified by FRANCHISOR and in all cases within a timely manner from the signing of
this Agreement;

ii. If FRANCHISEE makes any material misrepresentation or omission in its application for
the franchise right conferred by this Agreement

iii. If FRACNHSIEE refuses to permit FRANCHISOR to inspect FRANCHISEE’S books,


records or accounts upon demand by FRANCHISOR or otherwise fails to timely submit
to FRANCHISOR financial statements or accounting records as required in this
Agreement or which may be required by FRANCHISOR in the future;

iv. If FRANCHISEE makes any unauthorized use or disclosure of any confidential


information makes any unauthorized use of all, some or parts of the “MART’S
BROASTED CHICKEN” Intellectual Property or System, or duplicates any portion of
the Manual, or otherwise impairs the goodwill associated with the “MART’S
BROASTED CHICKEN” Intellectual Property and System and the Operation Manual;

v. If FRANCHISEE is convicted if any crime that us reasonable likely, in the sole opinion of
FRANCHISOR, to adversely affect the products, the System, “MART’S BROASTED
CHICKEN” Intellectual Property or the goodwill associated therewith, or
FRANCHISOR’S interest therein;

MART’S BROASTED CHICKEN 12


vi. If FRANCHISEE defaults under or fails to perform any term or condition of any lease,
mortgage, deed of trust or other agreement covering the Outlet which results in the
closure or loss of the Café Location;

vii. If FRANCHISEE fails, refuses or neglects to promptly pay to FRANCHISOR any monies
owing to FRANCHISOR on due date, despite written and/or verbal demands

viii. If FRANCHISEE uses any Products, equipment, services in violation of the provisions of
the Agreement;

ix. If FRANCHISEE abandons, surrenders or transfers ownership of the Outlet and/or


control of the operation of the Outlet (including the change in controlling interest in
FRANCHISEE) or fails to actively operate the Outlet in accordance with the standards
and specifications of FRANCHISOR;

x. If FRANCHISEE fails to comply with any of the terms, conditions, stipulations, covenants
and requirements imposed upon it by the Agreement, or instructions issued by
FRANCHISOR pursuant to the Agreement;

xi. If FRANCHISEE disparages the FRANCHISOR, the Outlet and/or the System to any
person;

xii. Upon the death, incapacity or permanent disability of FRANCHISEE or if FRANCHISEE is


a company or partnership, upon the death, incapacity or permanently disability of the
owner of the controlling interest in FRANCHISEE;

d. Upon termination or expiration of the Agreement, FRANCHISEE shall:

i. Promptly pay FRANCHISOR all sums due to FRANCHISOR under the terms of the
Agreement, including any interest which may have accrued in its favor. Said sums shall
include all damages, expenses, and costs, including reasonable attorney’s fees incurred by
FRANCHISOR in obtaining relief to enforce the provisions of the Agreement;

ii. Immediately cease to use, in any manner whatsoever, the “MART’S BROASTED
CHICKEN” Intellectual Property, the System or any signs, marks, symbols, forms, slogans,
devices, merchandise or other similar materials which contain the trademark/service mark,
otherwise used in connection, or as a consequence of the operation of the Outlet;

iii. Not operate or do business under any name or in any manner that may tend to
give the impression to the general public that the Outlet is still in force and effect, or that
FRANCHISEE is in any way still connected with FRANCHISOR;

iv. Deliver to the FRANCHISOR all social media accounts including email addresses,
passwords, or upon the FRANCHISOR’s request, delete the said social media accounts;

v. Upon termination of the Agreement or any renewal thereof, sell to FRANCHISOR,


at first option, all proprietary physical assets (including but not limited to signage,
equipment, furniture and fixtures) and all proprietary inventories used by FRANCHISEE in
the operation of the Outlet. FRANCHISEE shall likewise assign FRANCHISEE’s right to lease
or sublease the Café location. FRANCHISOR may exercise its option to purchase by giving
written notice thereof within thirty (30) days from the termination or expiration of this
Agreement (the “Option Period”). The purchase price of the assets of the Outlet shall be the
depreciated value of those assets as shown on FRANCHISEE’s most recent financial

MART’S BROASTED CHICKEN 13


statements; provided that the purchase price shall not contain any factor or increment for
“goodwill” or “going concern value”. The purchase price for the saleable inventory of
FRANCHISEE which has been fully paid for by FRANCHISEE shall be equal to fifty percent
(50%) of the original invoice cost charged to FRANCHISEE. FRANCHISOR may exclude from
the assets purchased hereunder any fixtures, equipment, signs or products and supplies in
the inventory of the Outlet that are not approved as meeting quality standards for the Outlet.
The purchase price shall be paid by FRANCHISOR in cash at the closing of the purchase.
Contemporaneously therewith, FRANCHISEE shall;

a) Deliver instruments transferring good and merchantable title to the assets purchased,
free and clear of all liens and encumbrances to FRANCHISOR or its nominee with all
sales and other transfer taxes paid by FRANCHISEE; and

b) Assign or transfer all licenses or permits which may be assigned or transferred. In the
event that FRANCHISEE cannot deliver clear title to all of the purchased assets as
aforesaid, or in the event there shall be other unresolved issues, the closing of the sale
shall be accomplished through an escrow. Further, FRANCHISEE and FRANCHISOR
shall, prior to closing, comply with all applicable legal requirements relating to said
transfer. If FRANCHISOR exercises its option to purchase, pending the closing of such
purchase as hereinabove provided, FRANCHISOR shall have the right to appoint a
manager to maintain the operation of the Outlet. Alternatively, FRANCHISOR may
require FRANCHISEE to close the Outlet during such time period without removing
therefrom assets. FRANCHISEE shall maintain in force all required insurance policies
until the date of closing.

In the event that FRANCHISOR does not exercise said option to purchase, FRANCHISEE
shall, within ten (10) days after the earlier of (i) the expiration of the Option Period without
exercise by FRANCHISOR of its option or (ii) service by FRANCHISOR upon the Outlet of
written notice that FRANCHISOR does not intend to exercise its option, remove from the
Outlet by physical removal or in the case of signs, by obliteration, painting over or
otherwise, and cease to use, either at the Outlet or elsewhere, all names, distinctive
architectural or other designs, signs, pictures, crests, shields and other advertising and
equipment which are indicative of FRANCHISOR or FRANCHISEE. All products which are
not merchantable due to physical deterioration or which are “out-of-date” shall be
destroyed by FRANCHISEE.

vi. Upon non-renewal of the Agreement, at the end of the second (2 nd) year, sell at
an agreed price to FRANCHISOR, at first option, all proprietary physical assets (including
but not limited to signage, menu boards, kitchen equipment, dining furniture and fixtures)
and all proprietary inventories used by FRANCHISEE in the operation of the Outlet. Deliver
to the FRANCHISOR all social media accounts including email addresses, passwords, or upon
the FRANCHISOR’s request, delete the said social media accounts. FRANCHISOR may
exercise its option to purchase by giving written notice thereof within thirty (30) days from
the termination of the Agreement.

b. Any outstanding Fees, interest or any amounts that may be due to FRANCHISOR under this
Agreement shall survive the termination of this Agreement. This section shall survive the
termination of this Agreement.

c. For avoidance of doubt, if this Agreement is terminated for whatever reason, the
FRANCHISEE shall not be entitled for any reimbursement that it paid to the FRANCHISOR.

SECTION 17. TAKE OVER AND IMMEDIATE CLOSURE:

MART’S BROASTED CHICKEN 14


a. If based on any inspection conducted by the FRANCHISOR or any document submitted
by the FRANCHISEE or any other reasonable basis, the FRANCHISEE has committed or is about
to commit a breach of this Agreement (including payment provisions hereof) or any standard or
provision in the System, the FRANCHISOR shall have the right to enter the Outlet, assume full
control of the operations thereof, institute changes as may be necessary to improve the Outlet,
disbursing such income to appropriate payees (including FRANCHISOR), assigning such
personnel to the Outlet as the FRANCHISOR deems necessary under the circumstances and
instituting and implementing such measures as the FRANCHISOR deems necessary;

b. the FRANCHISOR may order the immediate closure of the Outlet if the FRANCHISEE
prevents the FRANCHISOR from entering the Outlet and/or performing any act that the
FRANCHISOR deems appropriate under the circumstances;

c. All costs, expenses, fees and damages shall be for the sole account of the FRANCHISOR
during the duration of the take-over;

d. For this purpose, the FRANCHISEE hereby appoints the FRANCHISOR as its true and
attorney-in-fact to set for and its name and stead to take over and operate the Outlet or cause its
immediate closure with full power and authority to execute and perform every act necessary to
render effective the take over and operation and/or its immediate closure;

SECTION 18. ABSENCE, DISABILITY OR DEATH OF THE FRANCHISEE - In the event that the
FRANCHISEE is absent or incapacitated by reason of illness or death or by any reason thereof is not,
in the sole judgment of the FRANCHISOR, able to operate the Outlet, the FRANCHISEE hereby
authorizes the FRANCHISOR as its attorney-in fact, to operate the Outlet for so long as the
FRANCHISOR deems necessary and practical and without waiver of any other rights or remedies the
FRANCHISOR may have under this Agreement. It is understood that this right of FRANCHISOR is
necessary in order to prevent any interruption of the Outlet which would cause harm to said Outlet
and thereby depreciate the value thereof. All monies from the operation of the business during such
period of operation by FRANCHISOR shall be kept in a separate account and the expenses for
FRANCHISOR's representative shall be charged to said account but in no case be more than Php
20,000.00. If, as herein provided, the FRANCHISOR temporarily operates for the FRANCHISEE the
Outlet, the FRANCHISEE agrees to save harmless the FRANCHISOR and any representative of
FRANCHISOR who may act hereunder.

SECTION 19. TAXES AND PERMITS

a. FRANCHISEE shall promptly pay, when due, all taxes, duties and assessments against
the premises and/or the equipment used in connection with the conduct of its business.

b. FRANCHISEE shall comply with all existing Philippine laws and regulations, and shall
promptly obtain for its account and at its own expense, any and all authorities, permits,
certificates, clearances or licenses necessary for the proper conduct of the Outlet.

SECTION 20. ASSIGNMENT

a. This Agreement is fully assignable by FRANCHISOR and shall inure to the benefit of any
assignee or other legal successor to the interest of FRANCHISOR herein. FRANCHISOR shall only
make an assignment if the assignment will not interfere with or impair contractual rights of
FRANCHISEE under the Agreement.

MART’S BROASTED CHICKEN 15


b. Neither FRANCHISEE, this Agreement, the Outlet or its assets (other than in the ordinary
course of its business) nor any part or all of the ownership of FRANCHISEE may be voluntarily,
involuntarily, directly or indirectly assigned, subdivided, sub-franchised or otherwise
transferred by FRANCHISEE or its owners without the prior written approval of FRANCHISOR
and any such assignment or transfer without such approval shall constitute a breach hereof and
shall convey no rights to or interest in the Outlet, this Agreement, the Outlet or its assets or any
part or all of the ownership interest in FRANCHISEE.

SECTION 21. GENERAL PROVISIONS

a. FRANCHISEE has independently investigated and become familiar with the Franchise
and hereby represents that it has the necessary business background and the required financial
resources to own and operate the Outlet. FRANCHISEE acknowledges that the success of owning
and operating the Outlet is speculative and will largely depend upon FRANCHISEE’s own efforts.
Therefore, FRANCHISOR does not hereby warrant, by a grant of the Franchise, the success and
profitability of FRANCHISEE’s business.

b. Any goodwill which may have been generated by FRANCHISEE during the course, or as a
result, of the Outlet, shall accrue and be for the benefit of FRANCHISOR. FRANCHISEE shall not
have any right to be reimbursed or otherwise compensated for the goodwill which
FRANCHISOR acquires hereunder.

c. The failure of FRANCHISOR to act or exercise its right or remedies, or to enforce for any
period of time any one or more of the terms and conditions of this Agreement, shall not be
construed as a waiver of such breach, or of such terms and conditions, or of the right to exact
strict compliance with each and every term and condition of the Agreement.

d. This Agreement constitutes the entire, full and complete agreement between
FRANCHISOR and FRANCHISEE concerning the subject matter thereof, and supersedes all prior
agreements, and there are no representations, promises, inducements, or agreements, between
the parties which have not been embodied herein. No amendment, change or variance from the
Agreement shall be binding on either party unless executed in writing and acceded to by both
parties.

e. If any one or more of the provisions contained in the Agreement or any document
executed in connection herewith shall be judicially declared invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired.

f. In the event of judicial action to enforce collection from FRANCHISEE, FRANCHISEE


agrees that the same may be instituted in the courts of ________________ and FRANCHISEE shall pay
FRANCHISOR a reasonable compensation for Attorney’s Fees which in no event shall be less
than twenty percent (20%) of the amount due or One Hundred Fifty Thousand Pesos (Php
150,000.00) or whichever is higher in addition to the cost of the suit.

IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto set their hands as
of the day and year first above written.

“FRANCHISOR” “FRANCHISEE”
______________________________

_____________________________ ______________________

MART’S BROASTED CHICKEN 16


Proprietor

Signed in the Presence of:

Acknowledgement

REPUBLIC OF THE PHILIPPINES )


_________________________ ) S.S

At ____________________, Philippines, on this ____________________, personally appeared before me the


following persons with their respective Competent Evidence of Identity, to wit:

Name Competent Evidence of No. / Date / Place of Issue


Identity

Known to me and to me known to be the same persons who executed the foregoing instrument, and
they acknowledged to me that the same is their free and voluntary act and deed, in the capacity in
which they appeared.

This document refers to a Franchise Agreement, which consists of nineteen (19) pages including
this page where the acknowledgement is written and signed by the parties instrumental witnesses
at the left hand margin of each and every page

WITNESS MY HAND AND SEAL, this ____________________, at the place first above written.

Doc. No.: _____;


Page No.: _____;
Book No.: _____;
Series of 2022.

MART’S BROASTED CHICKEN 17


Annex “A”

Trademarks

MART’S BROASTED CHICKEN 18


Annex “B”

FRANCHISE FEE :
50% down payment in the amount of Php ______________ payable
upon signing of this Agreement (Non-refundable)

50% balance in the amount of Php ____________ payable upon


______________ but in all cases before opening of the Franchise

ROYALTIES :

Every fifth (5th) of the month

MART’S BROASTED CHICKEN 19

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