Franchise Agreement

Sample Franchise Agreement

DIEDRICH COFFEE, INC.

FRANCHISE AGREEMENT

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS

ARTICLE 2	GRANT
2.1	Grant
2.2	No Sublicensing Rights
2.3	No Exclusive Territory

ARTICLE 3	TERM
3.1	Initial Term
3.2	Renewal
3.3	Form and Manner of Renewal
3.4	Conditions Precedent to Renewal
3.5	Notice Required by Law

ARTICLE 4	PAYMENTS
4.1	Initial Franchise Fees
4.2	Continuing Royalty
4.3	Advertising Fee
4.4	Pre-Authorized Payments.
4.5	Other Payments
4.6	Application of Funds
4.7	Interest and Charges for Late Payments

ARTICLE 5	CONSTRUCTION AND COMMENCEMENT OF BUSINESS
5.1	Location
5.2	Company Site Selection Assistance
5.3	Lease
5.4	Construction and Renovation
5.5	Maintaining and Remodeling of �Diedrich Coffee� Coffeehouse

ARTICLE 6	TRAINING AND ASSISTANCE
6.1	Initial Training Program
6.2	Additional Training
6.3	Other Assistance

ARTICLE 7	OBLIGATIONS OF COMPANY
7.1	General
7.2	Company Default

7.3	No Other Obligations

ARTICLE 8	MANUALS AND STANDARDS OF FRANCHISEE QUALITY, CLEANLINESS AND SERVICE
8.1	Product Line and Service
8.2	Containers, Fixtures and Other Goods
8.3	Menus
8.4	POS System
8.5	Manuals
8.6	Hours
8.7	Compliance with Applicable Law
8.8	Signs, Designs and Forms of Publicity
8.9	Uniforms and Employee Appearance
8.10	Vending or Other Machines
8.11	Co-Branding

ARTICLE 9	ADVERTISING AND CO-OPS
9.1	General Requirements
9.2	Local Advertising
9.3	Co-op Advertising
9.4	Advertising Program
9.5	Telephone Numbers and Directory Advertising
9.6	Promotional Campaigns

ARTICLE 10	DISTRIBUTION AND PURCHASE OF EQUIPMENT, SUPPLIES, AND OTHER PRODUCTS
10.1	Coffee and Diedrich Coffee Brand Products
10.2	Proprietary Products
10.3	Non-Proprietary Products
10.4	Purchases from Company, Extensions of Credit
10.5	Purchase/Distribution Programs
10.6	Test Marketing

ARTICLE 11	REPORTS, BOOKS AND RECORDS, INSPECTIONS
11.1	General Reporting
11.2	Inspections
11.3	Audits

ARTICLE 12	MARKS
12.1	Use of Marks
12.2	Non-Use of Trade Name
12.3	Use of Other Marks
12.4	Non-ownership of Marks

12.5	Defense of Marks
12.6	Prosecution of Infringers
12.7	Modification of Marks
12.8	Acts in Derogation of the Marks
12.9	Assumed Name Registration

ARTICLE 13	COVENANTS REGARDING OTHER BUSINESS INTERESTS
13.1	Non-Competition
13.2	Confidential Information
13.3	Franchisee�s Affiliates

ARTICLE 14	INTERFERENCE WITH EMPLOYMENT RELATIONS
14.1	Prohibitions During Term
14.2	Prohibitions After Term
14.3	Prohibitions Applicable to Company

ARTICLE 15	NATURE OF INTEREST, ASSIGNMENT
15.1	Assignment by Company
15.2	Assignment by Franchisee
15.3	Business Entity Franchisee

ARTICLE 16	DEFAULT AND TERMINATION
16.1	General
16.2	Automatic Termination Without Notice
16.3	Option to Terminate Without Notice
16.4	Termination With Notice and Opportunity To Cure
16.5	Reimbursement of Company Costs
16.6	Cross-Default
16.7	Notice Required By Law

ARTICLE 17	RIGHTS AND OBLIGATIONS UPON TERMINATION
17.1	General
17.2	Survival of Obligations
17.3	No Ownership of Marks
17.4	Government Filings

ARTICLE 18	INSURANCE
18.1	Insurance
18.2