"SAMPLE Franchise Agreement"
SAMPLE Franchise Agreement from the Pennsylvania Manufactured Housing Association BETWEEN here and after called the Company, and here and after called the Franchisee, in considerations of the promises made herein and intending to be legally bound, agree as follows: ARTICLE I (a) The Company is a business entity duly organized, validly existing, and authorized to conduct business under the laws of the Commonwealth of Pennsylvania, with power to own property and carry on busi- ness as it is now being conducted. The Company has its principal place of business at _____________________ __________________. (b) Franchisee is a business entity duly organized, validly existing, and authorized to conduct busi- ness under the laws of the Commonwealth of Pennsylvania, with power to own property and carry business as contemplated hereunder. Franchisee has its principal place of business at _______________________________ _________________. (c) The Company has the exclusive right and power to use the trade name _____________________ ___________, and the trademarks and logos used in conjunction therewith. (d) Franchisee desires to make use of the trade name _________________________, and sells its products utilizing the commercial benefits of the name, advertising, promotion and reputation related thereto. ARTICLE II (a) The Company grants to the Franchisee the exclusive, non-transferable right and license to estab- lish and operate a sales and service agency on the premises owned or leased by Franchisee within the territory ______________________________ in the county of ___________________________, Commonwealth of Pennsylvania, for the retail sales and service of _____________________________ products. The parties hereto agree that the Company shall not be held liable with respect to the purchase or lease of the Franchisee’s prem- ises. (b) While this agreement is in force, the Company shall not grant any other such right and license to any other Franchisee within the territory as outlined in Paragraph (a), nor operate a sales agency of its own within the territory, except that display of products at the Company’s principal place of business which are not held for retail sale shall not constitute a sales agency. (c) The Company further grants to the Franchisee the following unassignable rights and privileges: (1) Use of the Company trade name, trademark, logo and signs in order that the Franchisee may conduct his business under the name of ___________________________________, use of the Company trade name by Franchisee shall not be exclusive. The Company retains the right to grant use of the Company trade name to additional Franchisees in territories outside that assigned to the Franchisee. (2) To use the Company’s plan, methods, systems, and sales tools in the conduct of business of selling of manufactured homes. (d) The Company may provide the Franchisee with substitute training in the operation and conduct of his business. (1) The Company may provide advice to the Franchise which is designed to enhance the Franchisee’s sales effectiveness. (e) Unless previously terminated as here and after provided, this Agreement and the appointment of Franchisee hereunder shall be for an initial term of ______________________________ months/years. There- fore, provided that the covenants in undertaking which Franchisee has assumed are faithfully and truly per- formed, this Agreement shall extend automatically for successive ____________________________ months/ years terms. ARTICLE III (a) Franchisee must at his own expense make all necessary improvements to his premises for the construction and establishment of his display area, offices, and repair facility in order to remain an effective sales operation. (b) The Franchisee is responsible for negotiating all Agreements for the lease of property from a third party. (c) Franchisee shall use the facilities exclusively for the storage and sale and service of manufac- tured homes. ARTICLE IV (a) Immediately upon the execution of this Agreement and continuing throughout the duration of this Agreement, excepting an act of God or an event not within the control of the Franchisee, the Franchisee is continuously obligated to maintain a sales and service facility for _______________________ Manufactured Homes, thereby devoting Franchisee’s best efforts, talents and abilities to the selling and servicing of ________ ____________________________________ Manufactured Homes. (b) Franchisee is responsible for promoting sales and other related activities within his designated territory and maintaining a properly trained staff. (c) Franchisee shall advertise regularly by utilizing the media available to him in his designated ter- ritory. (d) Franchise shall be required to meet his designated sales objective of _________ units per calen- dar year. (e) Franchisee agrees to permit authorized Company personnel to enter Franchisee’s facilities during regular business hours for the purpose of reviewing the premises, and consulting with Franchisee and his staff. (f) Franchisee shall obtain and secure at his own expense, insurance covering public liability at rea- sonable amounts for proper coverage. (g) Franchisee is required to operate his business in compliance with applicable laws, ordinances, regulations, as set forth by the Federal, State, County, Municipal and other Government authorities. ARTICLE V (a) The Company shall have the contractual right to terminate this Agreement by giving sixty (60) days written notice to the Franchisee by registered mail, upon the occurrence of any of the following events: (1) The Franchisee becomes insolvent or is declared bankrupt, or assigns assets for the ben- efits of creditors, or in the event a receiver is appointed or demanded, or Franchisee is the subject of any provi- sions under the Federal Bankruptcy Act. (2) Franchisee defaults in performing this Agreement or in provisions of this Agreement made hereunder. (3) The business of the Franchisee is sold, leased, assigned or any way transferred from the actual Franchisee designated in this Agreement. (4) In the event that the Franchisee is a corporation and there is a transfer, exchange, assign- ment or any other change in ownership of shares to a third party as a majority interest of such a corporation. (5) Franchisee has the right to terminate the Agreement by giving sixty (60) days notice prior to the conclusion of the agreed upon term. ARTICLE VII (a) This Agreement is separable and divisible, should any provision herein be held to be in violation of Federal, State, Municipal, or other Governmental Law or Regulation, the remaining provisions remain in ef- fect. (b) This Agreement shall be construed under the law of the Commonwealth of Pennsylvania. (c) This Agreement is the total embodiment of all the Agreements, representations, and conditions made between the parties hereto. Unless set forth herein, neither party should be liable for any representation, modification, or amendment hereto, excepting written amendment signed by both parties. (d) This Agreement is subject to the approval of the Company and shall be binding upon the signing of an authorized Company official. (e) This Agreement shall be binding on the respective heirs, assigns, personal representatives, and successors of the parties, but no sales, assignment or other transfer of it may be made without the proper consent in writing of the Company. Executed on _________________________________ 20____ at ____________________________. _____________________________________________________ AUTHORIZED COMPANY SIGNATURE _____________________________________________________ TITLE _____________________________________________________ SIGNATURE OF FRANCHISEE