Table of contents. ESIO franchising, LLC

Exhibit 10.2

ESIO Franchising, LLC

FRANCHISE AGREEMENT

ESIO – Franchise Agreement 04/2012	B-1

FRANCHISE AGREEMENT

TABLE OF CONTENTS

ARTICLE	PAGE
1.	INTRODUCTION
2.	GRANT OF FRANCHISE
	2.1	Grant of Franchise
	2.2	Term
	2.3	Full Term Performance; Minimum Requirements
	2.4	Grant of Franchise
	2.5	Term
	2.6	Full Term Performance; Minimum Requirements
	2.7	Protected Territory.
	2.8	Franchisor’s Reservation of Rights.
	2.9	Renewal of Franchise.
3.	DEVELOPMENT AND OPERATION OF THE FRANCHISE
	3.1	Site Selection..
	3.2	Development Obligations and Deadlines.
	3.3	Training.
	3.4	Required Hardware and Software..
	3.5	Equipment, Furniture, Fixtures, Furnishings and Signs.
	3.6	Franchise Opening.
	3.7	Grand Opening Program..
	3.8	Standards of Operation and Marketing.
	3.9	No Disparagement.	.6
	3.10	Approved Suppliers and Vendors.

ESIO – Franchise Agreement 04/2012	i

	3.11	Process for Approval of New Suppliers and Vendors..
	3.12	Consistency of Franchise Assets..
	3.13	Consent to Sharing of Information; Appointment as Attorney in Fact..
	3.14	Pricing..
	3.15	Specifications, Standards and Procedures.
	3.16	Compliance with Laws and Good Business Practices.
	3.17	Management and Personnel of the Franchise.
	3.18	Insurance.
	3.19	Credit Cards and Other Methods of Payment.
4.	FRANCHISE; OPERATING PRINCIPAL; GUARANTY
	4.1	Operating Principal..
	4.2	Supervision of Franchise Business..
	4.3	Interests in Franchisee.
	4.4	Guaranty of Franchisee’s Obligations..
5.	GUIDANCE; OPERATIONS MANUAL
	5.1	Guidance and Assistance.
	5.2	Operations Manual.
	5.3	Modifications to System.
	5.4	Advisory Councils.
6.	FEES
	6.1	Initial Franchise Fee.
	6.2	Royalty Fee.
	6.3	Advertising Fee.
	6.4	Interest on Late Payments.
	6.5	Late Fees.

ESIO – Franchise Agreement 04/2012	ii

	6.6	Electronic Funds Transfer.
	6.7	Application of Payments.
7.	MARKS
	7.1	Ownership and Goodwill of Marks.
	7.2	Limitations on Franchisee’s Use of Marks.
	7.3	Notification of Infringements and Claims.
	7.4	Discontinuance of Use of Marks.
	7.5	Indemnification of Franchisee.
8.	RELATIONSHIP OF THE PARTIES; INDEMNIFICATION
	8.1	Independent Contractor; No Fiduciary Relationship.
	8.2	No Liability, No Warranties.
	8.3	Indemnification by You.
9.	CONFIDENTIAL INFORMATION
	9.1.	Types of Confidential Information
	9.2.	Non-Disclosure Agreement.
	9.3.	Agreement to Not Compete.
10.	ADVERTISING
	10.1	By Company
	10.2	By Franchisee.
	10.3.	Local and Regional Advertising Cooperatives.
	10.4.	Websites.
11.	ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS
12.	INSPECTIONS AND AUDITS
	12.1	Company’s Right to Inspect the Franchise.
	12.2	Company’s Right to Audit.

ESIO – Franchise Agreement 04/2012	iii

13.	TRANSFERS
	13.1	Transfer by Us.
	13.2	Transfer by You.
14.	TERMINATION OF THE FRANCHISE
	14.1	Termination Without Cure Period.
	14.2	Termination Following Expiration of Cure Period.
	14.3	Illegality.
15.	RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE
	15.1	Payment of Amounts Owed to Company.
	15.2	Marks.
	15.3	De-Identification.
	15.4	Confidential Information.
	15.5	Covenant Not to Compete.
	15.6	Return of Financed Equipment..
	15.7	Company’s Option to Acquire the Business Assets.
	15.8	Continuing Obligations.
16.	ENFORCEMENT
	16.1	Invalid Provisions; Substitution of Valid Provisions.
	16.2	Unilateral Waiver of Obligations.
	16.3	Written Consents from Franchisor.
	16.4	Lien and Security Interest.
	16.5	No Guarantees.
	16.6	No Waiver.
	16.7	Cumulative Remedies.
	16.8	Specific Performance; Injunctive Relief.

ESIO – Franchise Agreement 04/2012	iv

	16.9	Mediation and Arbitration.
	16.10	Waiver of Punitive Damages and Jury Trial; Limitations of Actions.
	16.11	Governing Law/Consent To Jurisdiction.
	16.12	Binding Effect.
	16.13	No Liability to Others; No Other Beneficiaries.
	16.14	Construction.
	16.15	Joint and Several Liability.
	16.16	Multiple Originals.
	16.17	Timing Is Important.
	16.18	Independent Provisions.
17.	NOTICES AND PAYMENTS
18.	INDEPENDENT PROFESSIONAL JUDGMENT OF YOU AND YOUR GENERAL MANAGER
19.	ENTIRE AGREEMENT
20.	AMENDMENTS OR MODIFICATIONS
21.	FRANCHISEE’S ACKNOWLEDGEMENT OF BUSINESS RISK AND ABSENCE OF GUARANTEE

EXHIBITS
EXHIBIT 1	EXPIRATION DATE, PROTECTED TERRITORY, GRAND OPENING ADVERTISING, AND FRANCHISING OPENING SCHEDULE
EXHIBIT 2	OWNERSHIP STRUCTURE
EXHIBIT 3	[INTENTIONALLY DELETED]

Дата добавления: 2015-10-29