Francise termination agreement, Study Guides, Projects, Research of Criminal Law

Download Francise termination agreement and more Study Guides, Projects, Research Criminal Law in PDF only on Docsity! Franchise Termination Agreement This Franchise Termination Agreement is made and entered into on this 22-08-2023, by and between: Ranjanaben Mahendrakumar Mali of “JUGADI SAMOSA” At:- Dayal Bhaus Khancha, Opp. Old Court, Palace Road and Shah Malkaben Balbhadra of At:- GF - 9, Divya Ashish Complex, Parivar Char Rasta, Dabhoi-Waghodiya Ring Road, Vadodara, 390025 hereinafter referred to as the "Franchisor", and Shah Malkaben Balbhadra of At:- GF - 9, Divya Ashish Complex, Parivar Char Rasta, Dabhoi- Waghodiya Ring Road, Vadodara, 390025 hereinafter referred to as the "Franchisee". 1) Background: Whereas, the Franchisee entered into a Franchise Agreement with the Franchisor on 14-04-2023, for the operation of a franchise business under the brand name “JUGADI SAMOSA”. Whereas, the Agreement outlined the terms and conditions governing the operation of the franchise business, including but not limited to franchise fees, operational standards, marketing requirements, intellectual property usage, and reporting obligations; Whereas, the Franchisor has identified multiple instances where the Franchisee has failed to comply with the material terms and conditions of the Agreement. Whereas, the Franchisor has provided the Franchisee with show cause notice of these breaches and an opportunity to cure the breaches on …………………; Whereas, despite the notices and opportunities to cure, the Franchisee has not remedied the breaches, leading to a substantial negative impact on the brand reputation and quality standards associated with the Franchise; Whereas, both parties have mutually agreed to terminate the Agreement due to the repeated and sustained breaches by the Franchisee. As per the para 14 of the Franchise Agreement executed by and between Ranjanaben Mahendrakumar Mali of “JUGADI SAMOSA” and Shah Malkaben Balbhadra on 14-04-2023, The Franchisor shall have the right, at its option, to terminate this Agreement and all rights granted the Franchisee hereunder, without affording the Franchisee any opportunity to cure any default subject to any state laws to the contrary, where state law shall prevail, effective upon receipt of notice by the Franchisee, upon the occurrence of any of the following events: a) Abandonment: If the Franchisee ceases to operate the "JUGADI SAMOSA" franchise or otherwise abandons the "JUGADI SAMOSA" franchise for a period of 0 consecutive days, or any shorter period that indicates an intent by the Franchisee to discontinue operation of the "JUGADI SAMOSA" franchise, unless and only to the extent that full operation of the "JUGADI SAMOSA" franchise is suspended or terminated due to fire, flood, earthquake or other similar causes beyond the Franchisee's control and not related to the availability of funds to the Franchisee; b) Insolvency Assignments: If the Franchisee becomes insolvent or is adjudicated bankrupt; or any action is taken by the Franchisee, or by others against the Franchisee under any insolvency, bankruptcy or reorganization act or if the Franchisee makes an assignment for the benefit of creditors, or a receiver is appointed by the Franchisee; c) Criminal Conviction: If the Franchisee is convicted of a felony, a crime involving moral turpitude, or any crime or offense that is reasonably likely, in the sole opinion of the Franchisor, to materially and unfavourably affect the Licensed Methods, Marks, goodwill or reputation thereof; d) Failure to Make Payments: If the Franchisee fails to pay any amounts due the Franchisor or affiliates, including any amounts which may be due as a result of any subleases or lease assignments between the Franchisee and the Franchisor, within 10 days after receiving notice that such fees or amounts are overdue; e) Misuse of Marks: If the Franchisee misuses or fails to follow the Franchisor's directions and guidelines concerning use of the Franchisor's Marks and fails to correct the misuse or failure within ten days after notification from the Franchisor; f) Unauthorized Disclosure: If the Franchisee intentionally or negligently discloses to any unauthorized person the contents of or any part of the Franchisor's Operations Manual or any other trade secrets or confidential information of the Franchisor; g) Repeated Non-Compliance: If the Franchisee has received two previous notices of default from the Franchisor and is again in default of this Agreement at any time during the term of this Agreement, regardless of whether the previous defaults were cured by the Franchisee. h) Other: Any other covenant that the parties feel is sufficient cause to terminate this Agreement. 2) Agreement 1. Termination: The Franchisor and the Franchisee hereby agree to terminate the Agreement, effective as of 22-08-2023, due to the Franchisee's repeated and sustained failure to adhere to the material terms and conditions outlined in the Agreement. 2. Return of Materials: Within 1 day from the Effective Date of termination, the Franchisee shall return to the Franchisor all materials, equipment, signage, inventory, and any other items associated with the franchise business and the Franchisor's brand. The Franchisee shall bear all costs associated with the return of these items. 3. Cessation of Use: Upon the effective date of termination, the Franchisee shall immediately and permanently cease all use of the Franchisor's trademarks, trade dress, proprietary materials, and any other intellectual property associated with the franchise business. 4. Final Accounting: The Franchisee shall provide the Franchisor with a final accounting of all financial transactions related to the franchise business up to the Effective Date of termination. 5. Release and Waiver: The Franchisee releases and waives any claims, demands, actions, and causes of action against the Franchisor arising out of or in connection with the Agreement or its termination, except for claims arising out of intentional misconduct or gross negligence of the Franchisor. 6. Confidentiality: The Franchisee agrees to maintain the confidentiality of any proprietary information or trade secrets obtained during the term of the Agreement. 7. Indemnification: The Franchisee agrees to indemnify and hold the Franchisor harmless from any claims, liabilities, damages, or expenses arising out of the Franchisee's breach of the Agreement. 8. Non-Compete: The Franchisee agrees not to engage in any business activities that are in direct competition with the Franchisor's business within GF - 9, Divya Ashish Complex,