Business Proposal for Car Detailing by ani12122

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    Thank you for your interest in Cargroomers Australia.
N   It is with great pleasure that we enclose a Cargroomers' Franchise
    Proposal for your perusal.
C   Cargroomers is a National Franchise Operation in the business of mobile
H   car care, taking the service direct to the market.

    Cargroomers Australia, by taking full advantage of the benefits of
I   franchising, has nurtured a network of successful Franchise Owners,
    which is growing and developing steadily.

S   Since inception, Cargroomers has experienced incredible growth and
    internal development. This expansion has not only been reflected in size,
E   numbers and profitability, but also in improved service to the customer
    and better overall business operations.

    Cargroomers is an organisation founded on teamwork - each member of
    that team carrying out their role to the best of their ability. The result -
P   a successful and dynamic organisation.

    If you have any questions regarding the information contained in the
R   proposal, please contact myself, or the relevant Cargroomers' State or
    Regional Licensee.
O   Yours faithfully,


                       WHAT IS FRANCHISING?

Many people think franchising is an industry, but it’s not, it’s simply a way of
doing business. A unique way to distribute independently.

There are key characteristics in the way all franchise companies do business.
First and most valuable is the unique, protected trademark. Each franchise
offers comprehensive training, not just the usual manual and product. There is
an on-going business relationship between the Franchisor, State and Regional
Licensee and the Franchise Owner. There are tested market plans, operating
manuals, standards and quality control.

Within the franchise system there is a lot of two-way communication and there
is a license agreement spelling out the business relationship. If the public
understood that franchising is basically only a tried-and-true, tested way of
doing business, some of the mystery and confusion would disappear.

The very first company to use a franchise system was the Singer Sewing
Machine Company in the 1860's. Singer turned to franchising because it was a
way of spreading inventory costs and establishing a dealer network that could
service, what was at the time, a fairly sophisticated piece of equipment.

In 1886, Coca-Cola turned to franchising, as a way of creating a network of
bottlers that would sell at the wholesale level.

Then, around the turn of the century, some manufacturers were working on a
new invention. This one cost even more than the sewing machine and it
demanded dealers at a local level who could service the thing. These
manufacturers turned to franchising and the automobile has changed the course
of history.

The automobile dealership and service stations were followed by the major oil
companies and eventually Holiday Inn, McDonald’s and Kentucky Fried

Franchising is a form of marketing that gives consumers what they want, when
they want it, the way they want it ... all at a price they can afford.

Customers want quality at a reasonable price, franchising with its system-wide
management controls, provides it. Consumers want consistent quality from a
name they can trust; franchising, with its quality standards and uniform trade
name, gives them just that.

                      AREA FRANCHISE SUMMARY

FIRSTLY For a business to have a better chance of succeeding it has to have
something distinctive about its products and service of which the business
owner can 'hang his/her hat on’. It's the ‘POINTS OF DIFFERENCE' that
makes CARGROOMERS a ‘cut above the rest.’ The business focus is squarely
on satisfying market demand, adjusting to those demands and providing the
standard of service that secures repeat and referral business. Cargroomers
strong business philosophies and proactive working ethic have positioned this
network of dedicated home service operators as one of the largest and most
respected of its kind in the Southern Hemisphere. CARGROOMERS are not
part of a network of other Home Service businesses. The CARGROOMERS
Executive Team is committed solely to the CARGROOMERS business and
providing the necessary ongoing support to Franchisees. YOUR FULL

budget conscious customer with a standard car wash service at their home or
workplace, the range of services extends much further, to include full exterior
car grooming, comprehensive car detailing, and paint or fabric protection.
CARGROOMERS services continue to evolve with operational procedures
being developed to minimise the labour component of the service and maximise
the returns to an operator.

CARGROOMERS have also worked tirelessly to source, develop and
manufacture a product range of cleaning agents, equipment and supplies.
CARGROOMERS now produce a complete range of cleaning agents such as
detergents, degreasers, polishes and fragrances. The entire CARGROOMERS
range is manufactured at CARGROOMERS head office in Binary Street,

security as a team member of this substantial organisation. Full technical and
operational procedures are documented and are contained in the
CARGROOMERS confidential Operations Manual. Proven Business Building
techniques are immediately activated to ensure YOUR business gets the
necessary 'kick start'. This includes working with YOU to formulate a
Powerful marketing/advertising strategy for the long-term financial growth of
YOUR territory).

YOU establish and maintain at least one operating unit within YOUR Territory.

As Franchise Owner YOU are given the option to expand YOUR business by
appointing contract operators within the Territory. It will be your responsibility
to provide the operators with start-up and ongoing support.

WHAT YOU GET: - An Exclusive Territory - Low Overhead Business - The
BEST possible initial and ongoing training/support in all facets of the
business - Initial Start-Up Inventory and equipment- Substantial Yellow
Pages Display Advertising.

Your investment is $29, 950 including GST- a sum that can be rapidly

THE SKILLS YOU WILL NEED: The most important skill or attribute will
be YOUR determination to build a successful business from the solid
foundations that CARGROOMERS will provide. This will only be achieved
through YOUR ability to effectively communicate with customers and contract

You are encouraged to seek professional advice in making your decision. The
people who know most about the CARGROOMERS business are the existing
Franchise Owners. You are encouraged to meet as many of the existing
operators as you like to find out first hand how they feel about their business
and the support they receive from their State or Regional Licensee.

You are able to operate from an approved white van or utility. You are
responsible for the purchase of the van. Sign writing will be arranged by the
State or Regional Licensee.

There are definite taxation advantages in running a small business. As you are
operating your business from home, part of your telephone, vehicle expenses,
electricity costs etc are tax deductible. Interest on a business loan can also be
deducted. Your Accountant will assist you in this regard.

1.0 Cargroomers:
    An Introduction to the Organisation
1.1   History
Cargroomers’ first franchise operation began trading in Brisbane, Queensland,
in November 1990. During its introductory phase of operations the company
experienced excellent growth in customer demand for its car washing and
detailing services. Additionally, it received a large amount of interest from
business people all around Australia eager to secure state and regional franchise

By the end of its first trading year Cargroomers was operating in Queensland,
Northern Territory, Victoria, Tasmania, New South Wales and South Australia.

1.2   Cargroomers’ Mission
To bring together a team of people who have the skills, knowledge and stability
to work towards a common goal - to optimise and fine-tune the Cargroomers
Australia franchise network, and to profitably and successfully provide value-
for-money car grooming service to all customers.

1.3 The Way We Do Business
The business philosophy of Cargroomers Australia is to conduct all levels of
business professionally and effectively. Fairness, honesty and integrity shall
characterise all dealings between the National Franchisor, State and Regional
Licensees, and Franchise Owners.

1.4 The Cargroomers' Organisational Structure
As a franchise, the Cargroomers hierarchical structure has been specifically
designed to take advantage of the geographic layout of Australia, while still
enabling each individual within Cargroomers the autonomy needed to run their
own business.

1.5 Bankers
National Australia Bank, James Street, Beenleigh Qld 4207

1.6 Registered Office
For Cargroomers Australia Pty Limited,
Dignan Stephens Accountants
PO Box 922,Nerang Qld 4211

Cargroomers Queensland Pty Limited,
Dignan Stephens Accountants
PO Box 922, Nerang Qld 4211

1.7 Trade Mark and Registration No.
575 252

Cargroomers Queensland is a Member of the Franchising Council of Australia.

Cargroomers nationally has been divided into eight state-based divisions.
These are:

          Brisbane & Northern Territories                     South Australia
          Sunshine Coast                                      Victoria & Tasmania
          Gold Coast                                          Western Australia

                                   Cargroomers Australia

     Cargroomers                  Cargroomers                 Cargroomers   Cargroomers
                   Brisbane &                   Cargroomers                               Cargroomers
        Gold                       Sunshine                      South       Western
                     Northern                     N.S.W                                    Victoria
        Coast                        Coast                     Australia     Australia

                   Brisbane &
                                   Sunshine                      South       Western
      Gold Coast    Northern                      N.S.W                                    Victorian
                                     Coast                     Australian   Australian
      Franchise    Territories                   Franchise                                 Franchise
                                   Franchise                   Franchise    Franchise
       Owners       Franchise                     Owners                                    Owners
                                    Owners                      Owners       Owners

Each State or regional licensee is responsible for their specified geographic area and is
directly responsible to the National Franchisor. Cargroomers, in each state of
Australia, is regionally divided to enable an optimised spread of franchise areas.

2.0 The People Behind Cargroomers
Cargroomers Australia is operated by a number of people, and receives professional
support from external bodies, that play an integral role in the organisation, including
legal, accounting and financial advisers.

                                      National Franchisor
                                        Errol Woolcott

         Gold Coast                                             South                    Western
                      Brisbane &     Sunshine   N.S.W State                 Victorian
          Region                                              Australian                 Australia
                       Northern       Coast      Licensee                     State
            John                                                State                      State
                      Territories    Licensee    David and                  Licensee
         Harrison &                                           Licensee                   Licensee
                         Errol        Geoff     Leigh-Anne                  Kenneth
           Craig                                              Gabrielle                    Errol
                       Woolcott     McCracken      Amos                      Taplin
          Mandall                                               Coles                    Woolcott

                      Brisbane &
                                    Sunshine                    South      Victorian &    Western
         Gold Coast    Northern                   N.S.W
                                      Coast                   Australian   Tasmanian     Australian
         Franchise    Territories                Franchise
                                    Franchise                 Franchise     Franchise    Franchise
          Owners       Franchise                  Owners
                                     Owners                    Owners        Owners       Owners

2.1 Internal

Internally, Cargroomers is a three-tiered franchise organisation comprising:

The National Franchisor
State and Regional Licensees, and
Franchise Owners.

Each Cargroomers participant has an individual role to play. However, as a franchise
team, all members collectively pool their experience, knowledge, and attributes to
ensure that Cargroomers operates effectively and optimally.

2.1.1.                       The National Franchisor

Name:                        Errol Woolcott

Specialisation:              Small Business Management New Product Development

Professional Background & Experience:

Possessing a varied and comprehensive background in the area of Small Business
Management and New Product Development, Errol is well equipped to administer the
direction and overall running of Cargroomers Australia Pty Ltd.

From 1974 to 1984 Errol was South Island Manager of a progressive National
Importing Company in New Zealand, Errol contributed to the firm's National
Marketing, Purchasing and Service policies.

Errol then established his own international trading firm involved in importation and
distribution of small engine parts for lawn mowers and chain saws. He was one of the
first to import ride-on mowers to New Zealand direct from the United States.

Following his arrival in Australia, Errol was instrumental in establishing the Budget
Hand Car Wash (now Cargroomers) franchise operation. His principal role as Co-
Director involved coordination of Technical and Product aspects of the operation.

In November 1990 he assumed the position of Sole National Franchisor for Budget
Hand Car Wash, now Cargroomers Australia. As the catalyst behind Cargroomers' new
business direction, Errol was the driving force behind the new Cargroomers image and
name, together with various new product developments and service improvements.

For the future, Errol, in his capacity as National Franchisor, is keen to continue
expansion of existing Cargroomers services and products, and to increase the earning
capacity of all Franchise Owners.

2.1.2 State/Regional Licensees


Name:                 Errol Woolcott

Specialisation:       Small Business Management, Customer Liaison and Financial
                      Certificate Of Franchise Administration.


Name:                 John Harrison & Craig Mandall

                      John Harrison

Specialisation:       Small Business Management & Marketing, Staff Training &

Professional Background and Experience:
John Harrison's experience in small business management has been augmented by his
attendance at various courses in staff training, management, and other relevant
business techniques.

Prior to purchasing the licensee rights to the Gold Coast Region, John worked
throughout the region as a Cargroomers employee and he has wide hands-on
experience and knowledge of this area.

                      Craig Mandall

Specialisation:       Office Administration & Staff Recruitment

Professional Background and Experience:

Craig holds an Associate Diploma in Business Marketing and Management and his
administrative and staffing skills together with his hands on approach ensure the
smooth efficient running of the regional franchise.


Name:                 Geoff McCracken

Specialisation:       Management, Sales and Marketing

Professional Background and Experience:
Prior to joining Cargroomers in 1994, Geoff had over 20 years Sales, Marketing and
Managerial experience in the Ice Cream and Frozen Food Industry. During his term
as Metropolitan Sales Manager Brisbane with Peters Ice Cream, Geoff and his sales
team achieved record market share in the Metropolitan area. Having worked the
Sunshine Coast as a Cargroomers Franchisee for two years, he has a wide hand on
experience and knowledge of the area.


Name:                 David and Leigh-Anne Amos

Specialisation:       Automotive Industry Service

Professional Background & Experience:

David and Leigh-Ann took control of the Cargroomers New South Wales State license
in 2005. Prior to joining Cargroomers, David and Leigh-Ann owned and operated a
window tinting franchise in Newcastle. Other services available from this franchise
include home or office window tinting and rustproofing. This business quickly grew to
a multi-site franchise employing over 50 people.

David’s first foray into the automotive industry was in the area of Finance and
Insurance in 1991. In 1999 he became a Group General Manager for five car

With a wealth of experience in the automotive industry and small business within New
South Wales, David and Leigh-Anne are well placed to capitalise on the available
market in their state.


Name:                 Gabrielle Coles

Specialisation:       Business, Accounting

Professional Background and Experience:


Name:                 Kenneth Taplin

Specialisation:       Financial Planning

Professional Background and Experience:
In the last thirteen years Kenneth has been involved with leading financial institutions
such as IOOF Trustees, IOOF LTD, Adelaide Bank, Financial Services Direct and the
National Australia Bank. His association with these institutions has involved the
design and implementation of marketing programs, training programs and company
business plans.
Kenneth has extensive experience in establishing company brands and the assessment
of business strategies and methodologies to suit available products and customer
demographics. Kenneth also brings to Cargroomers a wealth of experience in the
management of human resources.

2.1.3 Franchise Owners

The role of the Cargroomers Franchise Owners is:

1.    To maintain any existing Cargroomers customers and to attract and secure
      potential Cargroomers' customers;
2.    To recommend and carry out in a competent manner Cargroomers car detailing
      service for the customer;
3.    To record the necessary customer information and relay this back to the State or
      Regional Licensee;
4.    If necessary, to implement marketing policies outlined at National or State level;
5.    To possess a thorough knowledge of all services and products and;
6.    To keep abreast of improvements to Cargroomers' products and services.

Although experience in car washing and detailing is not a compulsory prerequisite to
become a franchise owner, a basic knowledge, appreciation and interest in cars is
favourable. A background in retailing and selling would also be a decided advantage,
but again, is not compulsory.

A Franchise Owner must have a greater than satisfactory ability to work with people
and communicate well with customers.

Personality & Attitude:

The Franchise Owner is the prime ambassador for Cargroomers. Franchise Owners
are our frontline sales people whose personality and attitude dictate how Cargroomers
is perceived in the eyes of customers. Therefore effective communication skills and the
ability to deal with all kinds of people are essential. A positive and enthusiastic attitude
is compulsory. A Franchise Owner must work well individually and feel comfortable
in a team situation.

The Franchise Owner must be in the position to finance his/her own business.

There is no age restriction. However, a minimum of 20 years is desirable due to the
maturity and experience levels needed to competently execute the role of Franchise

In the Franchise Owner's best interest it is advisable that he/she be of reasonable health
to avoid down-time due to illness or injury.

Business/Work History:
Franchise Owners must have had a stable work history and be in a position to furnish
positive employment and character references.

2.2 External

When Cargroomers has been unable to source certain expertise internally, these
professional services have been obtained from external organisations.

The main areas of expertise called upon cover the disciplines of the law and
accounting. Profiles on these organisations, which advise Cargroomers at a national
level, are contained in the Appendix to this franchise proposal.

3.0 Cargroomers' Products and Services
Cargroomers market a range of car detailing services and a range of retail products to
its customers, manufactured by Cargroomers Queensland Pty Ltd. at the Brisbane
plant. By using Cargroomers the customer is assured of receiving a comprehensive,
convenient service at an affordable price.

Customers can have their vehicles washed, polished, waxed and detailed at their homes
or places of work. With standard service prices starting at $39 including GST for the
Deluxe Wash and Wax Plus, and progressing through to the Premier Wash and Polish
Plus, marketed at $187 including GST, the Franchise Owners have a large scope and
earning capacity.

4.0 The Cargroomers' Franchise Option

Cargroomers State and Regional Licensees allocate each Franchise Owner a specific
Franchise Area on a Post Code basis.

This area will feature domestic, retail, commercial and industrial customers, all of
which are potential clients.

The cost of a Cargroomers franchise is $29 950 including GST. Cargroomers provides
all the tools and equipment and the professional support a Franchise Owner / Operator
will require in order to provide the client with the best possible service.

4.1 Professional Support

Cargroomers Australia will provide the Franchise Owner/Operator with the necessary
business and managerial support in order to establish and then operate a Cargroomers
franchise on an ongoing basis.

By calling on human resources internal to the organisation, and also the external
helpers of Cargroomers, the organisation is continually able to provide meaningful
assistance to its Franchise Owners.

Assistance and support with any technical or operational issues or problem is simply a
phone call away, and when necessary on-site assistance can be provided.

The Cargroomers network of State and Regional Licensees exists to assist Franchise
Owners at all times. The licensees are experienced problem solvers who generally
endeavour to solve problems before they occur.

4.2 Comprehensive Technical and Customer Training

Cargroomers Australia provides all Franchise Owners with the technical training
needed to first set up, and then operate the franchise successfully. This training focuses
on learning the tools and techniques of the Cargroomers' service.

All product and service procedures and instructions are outlined in the Cargroomers'
Operations Manual, but also are addressed during the on-the-job training sessions.
Each Cargroomers' Franchise Owner is also trained in the art of small business
management via the detailed and informative Cargroomers' Operations Manual.

4.3 Equipment

All materials are supplied to the Franchise Owner directly from Cargroomers Australia,
unless the franchised business is being purchased from an existing franchise owner. In
which case, the materials and equipment will be supplied by the existing franchise
owner. Starting equipment includes:

* Custom-made trailer registered and sign-written, featuring a fibreglass canopy
* 240 Volt Variable Speed Rotary Buffing Machine
* 240 Volt Random Orbital Polishing Machine

* 240 Volt High Pressure Washer and Water Pressure Gun
* Wet and dry vacuum cleaner (including shampoo capability)
* 30 metre car wash hose and reel
* 2 x 20 metre power cables
* Electrical safety switch
* Three perforated large chamois
* Bag of light mixed rags
* Two large heavy-duty sponges
* Scrubbing brush
* Mag wheel brush
* Car wash brush
* Ten 1 litre spray bottles
* Two buckets
* Scraper and blades
* One pair PVC gloves
* Protective mask
* 40 mm brass padlock
* Funnel
* Paintbrush
*Industrial Scourer
* Measurer
* Stepladder
* Business cards
* Card system box
* Company stamp
* Invoice book and cover
* 500 brochures
* Five monogrammed, collared shirts
* Three pairs of shorts
* Two sweaters
* One cap

Chemicals, Cleaners, Polishes & Accessories

A Franchise Owner is provided with the essential Cargroomers' chemicals used to
provide the various Cargroomers services. To see you through your initial months of
trading you are supplied with the following:

Cargroomers Quick Clean 20 litres
Cargroomers Truck Wash 5 litres
Cargroomers Wash and Wax 5 litres
Cargroomers Glass Magic 5 litres
Cargroomers New Look TyreDressing 20 litres
Cargroomers Deodoriser 5 litres
Cargroomers All-Purpose Cleaner 5 litres
Cargroomers Tar & Glue Remover 4 litres
Cargroomers K.O.Degreaser 5litres
Cargroomers Nu-Guard Vinyl & Rubber Restorer 5 litres

Cargroomers Seal Brite 2 litres
Cargroomers Rough 'n' Ready Compound 1 litre
Cargroomers Fine Finishing Compound 1 litre
Cargroomers Medium Compound 1 litre.
Cargroomers Gold Wax 5 litres
Cargroomers Blue Magic Polish 5 litres
Cargroomers Express Wax 5 litres
Overspray Clay Bar
Polish Applicator Pads * 3
All Metal Polish 100g
Wonder cloth * 2
Velcro Backing Plate
Single Sided Wool Buffing Pad
Velcro Foam Buffing Pad
Velcro Foam Polishing Pad
Velcro Foam Finishing Pad
Black Again 500ml
Cargroomers Final Shine 5 litres
Cargroomers Leather Conditioner 500ml
Environment Water 7 Containment Mat


During the first year of operation, the insurance costs covering public and product
liability, driving risk cover, tools, equipment and trailer is included in the total package
of $29, 950.00 including GST.

5.0 The Investor's Benefits
5.1 Benefits to the Investor

Cargroomers provides an Owner/Operator with the business infrastructure, equipment
and know-how needed to establish and operate a successful mobile car care business.
The advantages of franchising, such as economies of scales (the buying power of a
large group), are optimised. All available human resources and support systems are at
you fingertips on an on-going basis. Your contribution to the team is hard work and
dedication BUT, most of all, a willingness to learn new skills along with a desire to
continually improve yourself and your business.

6.0 The Next Step
In order to assist you in your decision-making process, or for further or specific
information, you may wish to speak to the Cargroomers' State or Regional Licensee in
your area, or the Cargroomers' National Franchisor. Contact details of each are:

Errol Woolcott
National Franchisor

Ph: +61 7 3807 7577
Fax: +61 7 3807 7473

Scott Smith
Brisbane & Northern Territories Franchise Co-Ordinator
Ph: +61 7 3807 7577
Fax: +61 7 3807 7473

John Harrison & Craig Mandall
Gold Coast Licensees
Ph: +61 7 5594 9398
Fax: +61 7 3808 6399

Gabrielle Coles
South Australia State Licensee
Ph: +61 419 805 498

Kenneth Taplin
Victoria regional Licensee
Ph: 0413 447 040

Geoff McCracken
Sunshine Coast Licensee
Ph: +61 7 5441 1651

David and Leigh-Anne Amos
New South Wales Licensee
Ph: 0402 476 666

TheCargroomers website is located at

Key Personnel Supporting Cargroomers:

SOLICITOR:            Deacons

Deacons is a major international law firm with more than 900 lawyers across Australia
and Asia.

With several lawyers specialising in franchise interests, including partner Stephen Giles
who is the current National Chairman of the Franchise Council of Australia, Deacons
are well positioned to provide ongoing advice to Cargroomers.

ACCOUNTANTS: Dignan Stephens

Dignan Stephens Accountants is a long standing CPA accounting firm established for
past 18 years ago.

The current partners of the practice are Alison Kerrigan and Shaun Stephens. Shaun
has been with the practice since its inception and Alison had been a valuable staff
member for 4 years before undertaking her current position as a partner. Currently,
Dignan Stephens, employs 14 staff ranging from receptionists, bookkeepers and
qualified accountants. The office is situated in Nerang just off the M1 Motorway
which provides easy access for clients.

Dignan Stephens has a commitment to provide the highest quality advice in:

          Taxation Compliance
          Self Managed Superannuation
          Business Management Services
          In-House Finance Services
          Financial Planning
          Business Succession

Dignan Stephens prides themselves on attention to detail and provide a high level of
customer service to their clients.


Territory:                          Exclusive territory protected by Post Codes
                                    Refer Territory map.

Area Franchise Fee:                 $29, 950 including GST

Area Franchise includes:            1.   Use of Name and Proven Operating System
                                    2.   Right to sell Cargroomers Retail products
                                    3.   Equipment, cleaning products and tools.
                                    4.   Full initial training
                                    5.   On-site Start-up Support and Marketing Plan
                                    6.   National Marketing Support
                                    7.   Full support documentation including
                                         Operations Manual.

Terms of Agreement:                 10 years

Initial term:                       4 years
First Renewal Term:                 3 years
Second Renewal Term:                3 years

Area Franchise Service Fee:         $120.00 per week including GST

Advertising Levy:                   $40.00 per week including GST

Communication Levy:                 $15.00 per week including GST

Who Controls the Advertising
Fund:                               The Franchisor, State or Regional Licensees.

Is Company & Business Name
Fully Protected:                    Yes

Cost of Renewal:                    $1100.00 including GST

First Right of Refusal in case of Transfer:

                                    Franchisor has First Right of Refusal on same
                                    Terms and Conditions as offered by proposed

Timing of Various Payments:         INITIAL AREA FRANCHISE FEE -

                                    $3,000 on signing. Balance prior to commencing

                                    FRANCHISE SERVICE FEE - in arrears,
                                    payment on or before the Wednesday of each
                                    accounting week.

                                    OTHER PURCHASES C.O.D.

Details of Training to be provided: One week minimum start assistance in your
                                    territory.    This assistance includes local
                                    canvassing, start-up local marketing and
                                    operational systems set-up etc. One Day training
                                    at Cargroomers head office.

Termination Provisos:               Adherence to operational policy and procedure
                                    and Terms and Conditions of the License

Indemnities:                        All parties agree they are independent and do not
                                    act as agents for each other.

                                    Each Party indemnifies the other against any
                                    action taken by others against them as
                                    independent operations.

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