Deposit Agreement

Sample Deposit Agreement

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FRANCHISE DEPOSIT AGREEMENT

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JUICE IT UP __

FRANCHISE DEPOSIT AGREEMENT ^SAC^EHTQ OFFICe"

THIS FRANCHISE DEPOSIT AGREEMENT ("Agreement') is entered into between Juice It Up Franchise Corporation, a California corporation ("Juice It Up") and

_______________________________("you") as of the date signed by Juice It Up and

written opposite its signature:

A. Juice It Up grants franchises for JUICE IT UP juice bars. You acknowledge that you received a copy of its Offering Circular, containing a copy of the Deposit Agreement as an exhibit, at least ten (10) business days (on 14 calendar davs in Illinois) before you signed this Agreement, and that you received a signature-ready copy of this Agreement with all the blanks filled in.

B. You would like to have a franchise to operate a JUICE IT UP iuice bar. However, before you may sign a Franchise Agreement with Juice It Up. you must locate a specific site for a JUICE IT UP juice bar (^Athe ^Location") that is available for lease or purchase .and that is in Juice It Up's sole judgment Acceptable, for the operation of a JUICE IT UP juice bar. The purpose of this Agreement is to compensate Juice It Up for Juice It Up's assistance while you are looking for a site during the term of this Agreement.

NOW, THEREFORE, in reliance on and in consideration of the above facts and the terms and conditions stated below, the parties agree as follows:

1. Deposit

You deliver to Juice It Up the sum of five thousand dollars ($5,000) ("Deposit Fee") to be used in any manner in which Juice It Up decides to use it. This fee will not be refunded under any circumstances. The entire Deposit Fee will be applied toward your initial franchise fee for the purchase of a JUICE IT UP franchise unless this Agreement is terminated as described below.

2. Target Area

Juice It Up grants to you, for a period of six (6) months from the date of this Agreement, unless Juice It Up agrees in writing to a longer period, the nonexclusive right to locate within the general territory described in Attachment 1 to this Agreement (the "^ATarget Area") and deliver to Juice It Up for Acceptance a written proposal (the "Written Proposal") for a Location that is available for lease and that in Juice It Up's sole judgment is satisfactory for the operation of a JUICE IT UP juice bar. You acknowledge and agree that this Agreement does not grant vqu any rights whatsoever with respect tQ the Target Area or to execute a Franchise Agreement having anv exclusive area, market or protected territorial rights and that Juice It Up mav itself, or permit others to. enter the Target Area to locate potential sites and estahlish one or more JUICE IT tJP juice bars.

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3. Site Location

3.1. Proposal

The Written Proposal must include the specific address; a description of the general dimensions of the proposed Location; the number of parking spaces available for your use and those of your employees and customers in the adjacent parking lot, if any; the amount of available street parking and the hours when street parking is permissible; all demographic information with respect to the Location which you may have prepared or obtained; adequate proof, as determined by Juice It Up, in its sole discretion, that a JUICE IT UP ^Aiuice bar located on the Location is not prohibited by any governmental authority from continuously operating seven (7) days per week, fifteen (15) to fifteen and one-half (15-1/2) hours per dav: and such other information as Juice It Up mav request. The proposal must also includeVas applicable: monthly rent, delivery date, rent commencement, list of co-tenants, site plan, lease term, use language and the landlord's work letter, or the terms of the purchase and sale. The Location must be for lease in accordance with the terms and provisions of the Franchise Agreement and both the Location and the terms of any proposed lease, if applicable, of the Location will be subject to the prior written Acceptance of Juice It Up which may be withheld in Juice It Up's reasonable discretion. You understand that if you are granted a single unit franchise, no exclusive or protected territory will be granted with it.

3.2. Owner's Refusal to Lease

If the owner of the Location will not sign a lease for the Location for sell vou the Location, if applicable^ in accordance with the terms stated in your Written Proposal or pursuant to the proposed lease terms for a Location suggested by Juice It Up, you will be entitled to locate another Location within the ^ATarget Area and deliver a Written Proposal as to the other Location to Juice It Up during the remainder of your original six (6) month period beginning with the date of this Agreement.

3.3. Location Review by Juice It Up

(a) Upon receipt of ^AWritten Proposal. Juice It Up will promptly evaluate the

proposed Location in terms of its suitability for a JUICE IT UP juice bar and will either ^Aagce₌pJ or ^Areiect it. Among the factors considered by Juice It Up in making its decision is whether the lease provisions are Acceptable to Juice It Up,

(b) Juice It Up mav voluntarily (without obligation^ assist you in obtaining an acceptable location. Neither said assistance, if anv. Juice It Up's acceptance of your proposed site, nor Juice It Up's acceptance of the proposed lease or purchase agreement shall he construed to insure or guarantee the profitable or successful operation of a JUICE IT UP iuice bar bv vou. and Juice It Up hereby expressly disclaims anv responsibility therefor. You acknowledge that it is your sole responsibility for finding an acceptable Locations' Franchise Agreement

(a) Promptly, after Juice It Up's notification to you of acceptance of a proposed Location and provided that vou are otherwise acceptable to Juice It Up:

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m Juice It Up shall, if required bv applicable law and if it has not done so already, transmit to you an Offering Circular and execution conies of Juice It Up's then-current Franchise Agreement ("Franchise Agreement") pertaining to the accepted location. Immediately upon receipt of the Offering Circular, vou shall return to Juice It Up a signed copy of the Acknowledgment of Receipt of the Offering Circular.

(in Promptly following Juice It Up's delivery of any such reguired Offering Circular and anv waiting period reouired bv applicable law, vou shall execute and deliver to Juice It UP two copies of the Franchise Agreement together with the initial franchise fee.

(iii) Juice It Up shall, promptly upon receipt of the Franchise Agreement execute and return to vou one copy of the Franchise Agreement

(b) Notwithstanding the foregoing. Juice It Up's obligation to deliver a Franchise Agreement shall he subject to Juice It Up's legal authority to do so. and if Juice It Up is not legally able to deliver an Offering Circular to vou bv reason of anv lanse or expiration of its franchise registration, or hecause Juice It Un is in the process of amending anv such registration, or for anv reason bevond Juice It Un's reasonable control, It Up mav delay acceptance of the proposed Location for VQur proposed Juice It Up juice har and delivery of its Offering Circular until such time as Juice It Up is legally able to deliver an Offering Circular, and in which case, if the term of this Agreement would otherwise expire. Juice It Up shall extend the term for a like period. In no event shall Juice It Un he liable to vou for anv loss, cost or expense occasioned hv such delays.

4. Your Additional Agreements

4.1 Acknowledgements and Agreements bv You

By executing this Agreement, you agree and acknowledge that:

(a^ You have conducted an independent investigation of the business venture contemplated hv this Agreement and the Franchise Agreement and recognizes that the success of this business venture involves substantial business risks and will largely depend upon vour ability

(b) Juice It Up's acceptance of the Deposit Fee does not constitute the grant of anv rights for a franchise to operate a Juice It Up iuice bar: and that such rights mav only be granted through a Franchise Agreement that has been duly executed by both Juice It Up and vou and payment of the initial franchise fee specified therein.

(c) Juice It Up has not made anv representations or promises concerning the grant of a Juice It Up franchise to vou or anv other person or entity, nor have vou heen induced to take any action as a result of. or in reliance upon, any representations or promises bv Juice It Up

(d) Juice It Up has made no representation regarding the financial results which mav he attained hv vou at a JUICF IT UP juice bar, and that the location of your JUICF IT

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UP juice bar is only one factor in determining the financial results offrom the operation. and that such results are also dependent on vour ability to manage and operate the JUICE IT UP iuice bar.

(e) You have received, read and understood this Agreement and the Franchise Agreement and related attachments and agreements and that Juice It Up has afforded vou sufficient time and opportunity to consult with advisors selected bv vou about the potential henefits and risks Of entering into this Agreement.

(ft Juice It Un mav refuse to grant to you or any other person or entity a Juice It Up franchise for any reason, within its sole discretion.

Col Juice It Up is in no manner restricted from (\) establishing itself Cor through its affiliates^ or licensing anv other to establish another Juice It Un iuice bar in the Target Area: (\\) considering or granting anv other person or entity a Juice It Up franchise within or outside of the Target Area; or (\\\) conducting whatever franchise sales activities it deems appropriate within the Target Area.

(h) You received a complete coov of this Agreement and all related attachments and agreements at least five (5) business davs prior to the date on which this Agreement was executed. You received Juice It Un's Uniform Franchise Offering Circular at least 10 husiness days (14 calendar davs in Illinois¹! prior to the date on which this Agreement was executed.

(\) You acknowledge that under applicable law vou mav not pav anv consideration or execute anv binding agreement in anticipation of signing a Franchise Agreement unless you shall have received a copy of Juice It Uo's most recent franchise disclosure document at least 10 husiness davs M4 calendar davs in Illinois'), and a copy of the execution-readv Franchise Agreement at least 5 husiness davs. prior thereto. In addition, until Juice It Up has given written notification to you that vour proposed I ocation has heen accepted by Juice It Up and Juice It Up has delivered a Franchise Agreement for the accepted Location, fullv executed bv all parties, vou should not sion anv lease, purchase agreement or other binding agreement for the accented Location unless you independently determine that leasing or purchasing the accepted Location is in vou best interest regardless whether Juice It Up accents the proposed Location or executes a Franchise Agreement for fie accepted Location, and not in reliance upon anv prospective acceptance of Juice It Un. and vou assume the entire risk of doing so and shall hold Juice It Up harmless on account thereof

4.2 Confidential Information

(a^ In connection with your ongoing discussions with Juice It Un pertaining to the feasibility of vou entering into a Franchise Agreement for the operation of a JUICE IT UP juice bar in the Target Area. Juice It Up will disclose to vou certain confidential and proprietary information of a non-public nature (the "Confidential Information").

(b) In consideration of such disclosures, you agree that anv and all Confidential Information, whether written or oral, including all data, books, materials, reports or other information developed by Juice It Up or its affiliates prior to or during anv discussion with vou. that is made available to von or that vou obtains or to which vou have access

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bv anv means, shall be held and treated bv vnu. vour agents and employees as a trade secret of Juice It Uo's and in the strictest confidence. Such Confidential Information shall not be disclosed in whole or in part bv vou. vour agents or employees in anv manner whatsoever or used or reproduced for anv purposes other than for purposes directly connected with the discussions and activities described in this Agreement.

(c) You anree that all documents and other materials containing Confidential Information shall remain the property of Juice It Up at all times and that you shalL account for and return to Juice It Up all documents, papers, hooks, records, data. translations and other information provided by Juice It Up under this Agreement, within 10 davs of the decision bv vou and/or Juice It Up not to proceed further with discussions concerning the oneration of a JUICE IT UP juice bar as described in this Agreement, or upon Juice It Uo's written reouest.

(d) The confidentiality provisions of this Agreement shall survive the expiration or termination of this Agreement.

4.3 No License

You understand and agree that no right or license is granted to vou hv Juice It Up in or to the name JUICE IT UP or anv other trademark of Juice It Up. the Confidential Information or any documents or data contained therein, derived therefrom. or relating thereto (except as otherwise permitted hereinl. Further, vou agree that. without limiting anv other rights and remedies of Juice It Up, upon hreach of this Agreement. Juice It Up may exercise anv and all remedies, including obtaining an injunction to protect its rights under this Agreement. If Juice It Up exercises anv of its legal or eguitable remedies. VOU will he responsible for any reasonable attorneys' fees or costs incurred by Juice It Up.

5. Termination

Juice It Up may elect to terminate your rights under this Agreement for either of the following reasons:

(a) Juice It Up's discovery that you have misstated or omitted any information required by the franchise application submitted to Juice It Up or otherwise given to Juice It Up in connection with your purchase of Juice It Up's franchise; or

(b) Your failure to deliver to Juice It Up a signed Franchise Agreement and the remainder of the initial franchise fee ^Awithin five (5) business days after (but pot earlier than promptly following the expiration of anv waiting periods reouired bv applicable law^ either (1) your receipt of written notice from Juice It Up that Juice It Up has ^Aaccepted the Location that you proposed; or (2) your delivery of notice to Juice It Up of your acceptance of a Location suggested by Juice It Up. However, you will not be required to sign a franchise agreement until the expiration of any ^Awaitino periods required by applicable law.

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^A6. No Refund

The parties understand that Juice It Up will incur expense in reviewing and making a decision on your proposal or proposals for a Location. Juice It Up will earn the Deposit Fee whether or not you ultimately are granted a franchise. The parties further acknowledge that the amount of actual damages that would result if Juice It Up finds it necessary to terminate this Agreement is uncertain and would be extremely difficult to ascertain. Consequently, if Juice It Up elects to terminate this Agreement, you agree that Juice It Up will be entitled to retain the Deposit Fee as liquidated damages. You understand that you will not receive a refund under any circumstances.

^A]L Miscellaneous Provisions

^A7.1. Construction of Contract

Captions or paragraph headings included in this Agreement are for reference purposes only and will not in any way modify or limit the statements contained in any section or provision of this Agreement. All words in this Agreement will be considered to include any number or gender as the context or sense of this Agreement requires. If there is any conflict between this Agreement any other document, this Agreement will control. All terms used in any one number or gender shall extend to mean and include anv other number and gender as the facts, context, or sense of this Agreement or anv article or paragraph hereof mav require. As used in this Agreement, the words "include." "includes" or "including" are used in a non-exclusive sense. Unless otherwise expressly provided herein to the contrary, anv consent acceptance or authorization of Juice It Up which vou mav be required to obtain hereunder may be given or withheld bv Juice It Up in its sole discretion, and on anv occasion where Juice It Up is required or permitted hereunder to make anv judgment or determination, including anv decision as to whether anv condition or circumstance meets Juice It Up's standards or satisfaction-Juice It Up may do so in its sole subjective Judgment. Time is of the essence in the

performance hv vou of vour obligations under this Agreement.

^A7.2. Governing Law

This Agreement is made in the State of California and all rights created by it will be governed by and interpreted under the laws of that state^A. without giving effect to any conflict of laws principles exoent the provisions of the California Franchise Investment Law and California Franchise Relations Act shall not apply unless thev would be otherwise applicable without this Agreement's designation of governing law.

^A7.3. Payments, Notices, and Communications

All payments are to be paid and any notices or communications should be directed to the parties to this Agreement at the addresses specified on the final page of this Agreement and may be delivered (1) personally; (2) by mail, first class, fully prepaid; or (3) by courier. The address specified for service of notices may be changed at any time by the party making the change giving written notice to the other party. Any notice delivered in the manner specified in this section will be considered to be delivered three (3) days after mailing, or, if received earlier, on actual receipt.

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^A7.4. Amendments

This Agreement may be amended, modified, or discharged, in whole or in part, only by a document in writing signed by all of the parties to this Agreement or by their authorized agents.

^A7.5. Successors and Assigns

None of your rights or duties mav be assigned or delegated without the prior written consent of Juice it Up. Juice It Up Shall have the rinht to assign this Agreement in whole or in part to anv person, firm or entity. This Agreement will benefit, and be binding on, the parties to this Agreement and their permitted_heirs, successors, representatives, and transferees.

^A7.6. Waiver

Waiver of any default or breach of this Agreement will not be interpreted as a waiver of any subsequent breach.

^A7.7. Integration

This Agreement, together with any exhibits or addenda to it, constitutes the entire agreement between the parties with respect to the subject matter addressed in it and all other agreements, understandings, conditions, warranties, and representations, other than those included in the offering circular, are superseded by this Agreement.

^A7.8. Venue, and Waiver of Jury

Any suit brought hereon any and all legal proceedings to enforce this Agreement, whether in contract, tort, equity or otherwise, shall be brought in the state or federal courts sitting in Orange County, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law.

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OR OMISSIONS OF JUICE IT UP OR YOU OR ANY OTHER PERSON RELATING TO THIS AGREEMENT, OR ANY OTHER AGREEMENT, PROCEEDING OR OTHER LITIGATION BROUGHT TO RESOLVE ANY DISPUTE ARISING UNDER, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH.

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^A7.9. "Sffiftfability

Each section or provision of this Agreement will be considered severable. If, for any reason, any section or provision of this Agreement is determined to be invalid or in conflict with any existing or future law or regulation, the section or provision will not impair the operation of the remaining sections or provisions of this Agreement. The latter will continue to be given full force and effect and will bind the parties to this Agreement. The invalid sections or provisions will be considered not to be a part of this Agreement.

^A7_/L(L Disclaimer of Representations

NO REPRESENTATIONS, PROMISES, GUARANTIES OR WARRANTIES OF ANY KIND ARE MADE BY JUICE IT UP TO INDUCE YOU TO SIGN THIS AGREEMENT EXCEPT THOSE SPECIFICALLY STATED IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT JUICE IT UP HAS MADE NO PROMISES OR WARRANTIES TO YOU CONCERNING THE APPROPRIATENESS OF THE ^TARGET AREA OR THE LOCATION FOR A JUICE IT UP UNIT OR CONCERNING THE PROFITABILITY OR LIKELIHOOD OF SUCCESS OF THE FRANCHISED BUSINESS.

IN WITNESS TO these facts, the parties have signed this Agreement as of the date written below.

Dated:_________________

FRANCHISOR

JUICE IT UP FRANCHISE CORPORATION

By:__________________________________

Frank N. Easterbrook, Chief Executive Officer

Address:

17915 Sky Park Circle, Suite J Irvine, CA 92614

YOU

Address:

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