Deposit Guaranty Agreement

Sample Deposit Guaranty Agreement


The undersigned, to induce Juice It Up Franchise Corporation ("Juice It Up") to enter into or permit assignment of a certain JUICE W UP Franchise Agreement, dated

__________________________, with_________________________________________

[Franchisee's Legal Name] ("Franchisee"), unconditionally, jointly and severally, personally guaranties to Juice It Up, its successors, or its assignees, the prompt full payment and performance of all obligations of Franchisee that are or may become due and owing to Juice It Up or its affiliate, Juice Ventures, Inc., including, but not limited to, all obligations arising out of the Franchise Agreement or any other agreement between the parties and all extensions or renewals of it in the same manner as if the Franchise Agreement was signed between Juice It Up or Juice Ventures, Inc. and the undersigned directly, as Franchisee.

The undersigned expressly waive notice of the acceptance by Juice It Up to or for the benefit of Franchisee, of the purchase of inventory and goods by Franchisee, the maturing of bills and the failure to pay the same, the incurring by Franchisee of any additional future obligations and liability to Juice It Up, and any other notices and demands. This Personal Guaranty will not be affected by the modification, extension, or renewal of any agreement between Juice It Up and Franchisee, the taking of a note or other obligation from Franchisee or others, the taking of security for payment, the granting of an extension of time for payment, the filing by or against Franchisee of bankruptcy, insolvency, reorganization or other debtor relief afforded Franchisee under the Federal Bankruptcy Act or any other state or federal statute or by the decision of any court, or any other matter, whether similar or dissimilar to any of the foregoing; and this Personal Guaranty will cover the terms and obligations of any modifications, notes, security agreements, extensions, or renewals. The obligations of the undersigned will be unconditional in spite of any defect in the validity of the Franchisee's obligations or liability to Juice It Up, or any other circumstances whether or not referred to in this Personal Guaranty that might otherwise constitute a legal or equitable discharge of a surety or guarantor.

Without limiting the generality of anv other provision of this Personal Guaranty, the undersigned hereby expressly waives: anv defense, right of set-off, claim or counterclaim whatsoever and anv and all other rights, benefits, protections and other defenses available to the undersigned now or at anv time hereafter, including, without limitation, under California Civil Code Sections 2787 to 2855. inclusive, and Civil Code Sections 2899 and 3433. and all successor sections: and all other principles or provisions of law, if anv. that conflict with the terms of this Personal Guaranty, including, without limitation, the effect of anv circumstances that mav or might constitute a legal or equitable discharge of a guarantor or surety. The undersigned waives all rights and defenses arising out of an election of remedies. Without limiting the generality of the foregoing, the undersigned acknowledges that it has been made aware of the provisions of California Civil Code Section 2856. has read and understands the provisions of that statute, has been advised bv its counsel (or has had an opportunity to consult with counsel and has not availed itself of such opportunity) as to the scope, purpose and effect of that statute, and based thereon.

1                                DEPARTMENT OF CORPORATIONS


irMH..:Maira AC? ATTACHMENT 6              M] [

- MAR 3 0 2006

LOSANGELES 231198v16 62765-00001                                                                                      SACRAMENTO OFFICE

and without limiting the foregoing waivers, the undersigned agrees to waive all suretyship rights and defenses available to the undersigned that are described in California Civil Code Section 2856(aV

This is an irrevocable, unconditional and absolute guaranty of payment and performance and the undersigned agrees that his, her, or their liability under this APersonal Guaranty will be immediate and will not be contingent upon the exercise or enforcement by Juice It Up of whatever remedies it may have against the Franchisee or others, or the enforcement of any lien or realization upon any security Juice It Up may at any time possess. The undersigned hereby further waives all rights to revoke this Personal Guaranty at anv time, and all rights to revoke any agreement executed by the undersigned at anv time to secure the payment and performance of the undersigned obligations under this Personal Guaranty.

The undersigned agree that any current or future indebtedness by the Franchisee to the undersigned will always be subordinate to any indebtedness owed by Franchisee to Juice It Up. The undersigned will promptly modify any financing statements on file with state agencies to specify that Juice It Up's rights are senior to those of Athe undersigned.

The undersigned further agree that as long as the Franchisee owes any money to Juice It Up (other than royalty and advertising fund payments that are not past due) the Franchisee will not pay and the undersigned will not accept payment of any part of any indebtedness owed by Franchisee to any of the undersigned, either directly or indirectly, without the consent of Juice It Up.

The undersigned further agree to be personally bound to perform the obligations and to refrain from performing the acts prohibited by the provisions of Sections 8.4 (Confidentiality) and 8.6 (Covenants) of the Franchise Agreement as though the undersigned had signed the Franchise Agreement in the capacity of franchisee. The undersigned consent to be bound by the provisions of Article 11 of the Franchise Agreement for purposes of resolving any dispute or controversy arising out of or in connection with the undersigned's alleged performance of or failure to perform the obligations of Sections 8.4 and 8.6.

In connection with any litigation or arbitration to determine the undersigned's liability under this Personal Guaranty, the undersigned expressly waives his, her, or its right to trial by jury and agrees to pay costs and reasonable attorney fees as fixed by the court or arbitrator.

If this Personal Guaranty is signed by more than one individual, each person signing this Personal Guaranty will be jointly and severally liable for the obligations created in this it.



LOSANGELES 231198v16 62765-00001

This Personal Guaranty will remain in full force and effect until all obligations arising out of and under the Franchise Agreement, including all renewals and extensions, are fully paid and satisfied.


IN WITNESS TO THE FOREGOING, the undersigned have signed this guaranty.





LOSANGELES 231198v16 62765-00001