5 Years Draft Franchise Agreement Marts Broasted Chicken
5 Years Draft Franchise Agreement Marts Broasted Chicken
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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:
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,
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.
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
       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.
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.
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”).
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
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;
c. The FRANCHISEE shall seek approval from the FRANCHISOR for any changes that the
   FRANCHISEE will introduce to the employment system of the Outlet;
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.
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.
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.
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
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.
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.
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.
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;
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.
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
     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.
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.
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;
     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;
       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:
     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
     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;
         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;
           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;
    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;
           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.
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.
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.
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.
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.
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”
              ______________________________
_____________________________ ______________________
Acknowledgement
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.
Trademarks
FRANCHISE FEE             :
                              50% down payment in the amount of Php ______________ payable
                              upon signing of this Agreement (Non-refundable)
ROYALTIES :