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FRANCHISE AND DISTRIBUTION AGREEMENT
between
Name
: --------------------------------------------------
Nationality
: --------------------------------------------------
Registered
with
: --------------------------------------------------
Company
Registration No
: --------------------------------------------------
Registered
Address
: --------------------------------------------------
(Hereinafter
referred to as Master Franchisee),
and
Name :
--------------------------------------------------
 Nationality
: --------------------------------------------------
Registered
with
: --------------------------------------------------
Company
registration No
:
--------------------------------------------------
Registered
address
: --------------------------------------------------
(Hereinafter
referred to as Franchisee),
whereas
Ebrahim Abdul Aal Group of Companies.
Hereinafter referred to as Master franchisee, intends to allow -------------------------------------------------- , hereinafter referred
to as Franchisee
to sell the products and avail themselves of ----------------------------’s image
and range of support and advisory services as well as to sell
articles from its --------------------------------------------------------------- brands.
---------------------------------------------------------------
deals
in International Trade representation and franchise rights in
several fields in the Middle East & North Africa and wishes
to sell Master Franchisee’s products and to avail itself of
the services offered.
Master
Franchisee grants--------------------------------------------------------
the Franchisee rights
to retail products developed and manufactured by Franchiser and
distributed under the trade mark -----------------------------------------------------
in countries as specified under Clause 3.0,
hereinafter referred to as Territory:-.
Franchisee
accepts the Franchisee rights and commits to open stores by
itself, appoint Sub-Franchisees and/or enter into partnership
with Sub- Franchisees to sell -------------------------------------------------------- products in the
Territory. The size and layout of the stores shall be approved
by the Master Franchisee.
1.0
SERVICES
1.1
The Master Franchisee, according to what is stated in the
introduction, will make support and advisory services available
to the Franchisee specified below in connection with the
launching and running of the retail stores located in the
Territory. These services will be provided free of charge,
except for reimbursement of expenses agreed with the Franchisee.
1.2
The services rendered in launching the business shall be
of a temporary nature and consist of planning and providing help
with the choice of the most suitable collection for the needs of
the local market as well as advertising material.
1.3
The Franchisee shall in particular adopt the designs and
specifications for the external image and the furnishings as
indicated by the Master Franchisee. In particular, the
Franchisee engages itself to agree with the Master Franchisee
that the furniture of the store will be made by the suppliers
selected by the Master Franchisee or the Franchisee shall procure the same from other qualified
suppliers in line with the Master Franchisee’s designs and
standard.
1.4
The services rendered in the running of the store shall
be of a continuous nature throughout the term of this agreement
and shall consist of providing technical and commercial advice.
2.0
SUPPLIES
2.1 The Master Franchisee undertakes to supply the
Franchisee, within the limits of its availability, items from
its own range, which will be brought to the Franchisee’s
attention.
2.2 The Franchisee undertakes to request those items for the
retail outlets in the Territory with the due regard for the need
to offer a comprehensive assortment of the collection.
2.3 The Franchisee
recognises that the Master Franchisee will
periodically renew its collections, from which it shall procure
a comprehensive range of items in various sizes and colours.
2.4 The Master Franchisee shall sell his products in the
Territory through the Franchisee’s distribution channels in
the Territory.
2.5 The Franchisee undertakes to display and sell the
products of the Master Franchisee
within the Territory mentioned in this contract.
3.0
TERRITORY
------------------------------------------------------------------------------------------
4.0 DISTRIBUTION
CHANNELS
-
·
EXCLUSIVE STORES IN PRESTIGIOUSS
MALLS
-
·
CORNERS
IN DEPARTMENT STORES
-
·
CORNERS
IN ANCHOR STORES
-
·
STORES
IN FIVE (5) STAR HOTELS
-
·
AIRPORT
DUTY FREE SHOPPING CENTRES
5.0
DISTINCTIVE INSIGNIA
5.1
The Franchisee engages itself to display outside the
store the distinctive insignia of ------------------------------------------------------
which consists of a
sign with, the ---------------------------------------------------------------
Logo.
5.2 The Franchisee also undertakes to display its own sign
outside stores in the Territory; graphic design and size of
which shall be in harmony with the Master Franchisee’s
insignia and for which it shall secure the Master Franchisee’s
prior authorization.
5.3 The Franchisee hereby acknowledges the validity of all
the Master Franchisee’s trademarks, trade names, symbols,
signs and other distinctive insignia. The Franchisee may not
perform any act infringing, prejudicing, discrediting or
disputing the Master Franchisee’s right to those rights,
trademarks, etc. or any other trademark or name represented by
the Master Franchisee. The Franchisee may not use any other
trademark or name other than those granted hereby in connection
with the sale of the products in its store.
5.4 The Franchisee
recognizes that the use it makes of all
exclusive business names, trademarks, service marks, symbols,
signs and other distinctive insignia is to the Master
Franchisee’s sole benefit and in its exclusive interest, and
also recognizes that goodwill arising from the said use shall
automatically return to the Master Franchisee’s full disposal
without any lien, expense, cost or compensation, on the
cessation, termination, dissolution or non-renewal of this
agreement, whatever the reason thereof.
At
the time of business ceasing for any reason, all materials,
headed papers, invoicing documents, wrapping paper, signs,
posters, display cards and other materials bearing the Master
Franchisee’s exclusive trade names, service marks,
symbols, signs and
other distinctive insignia shall be removed and returned to the
Master Franchisee where possible or, where not possible,
destroyed.
5.5 The parties undertake to collaborate in monitoring the
market and taking appropriate action in the event of the
imitation, falsification or infringement of exclusive trade
names, trademarks, service marks, symbols, signs and other
distinctive insignia. In particular the Franchisee undertakes to
monitor the market within its own local geographical area,
promptly reporting any occurrence of imitation, falsification or
infringement of the Master Franchisee’s rights, providing
reasonably extensive and detailed information and proof
(including the purchase of samples if in fact necessary)
testifying to the nature of the infringement and the identity of
those responsible.
6.0
SOFTWARE & HARDWARE MANAGEMENT
6.1
In case the Master Franchisee has specialized software
for retail management then the Franchisee will be given access to such a software for the
management of the Franchising stores.
7.0
PRICES
7.1
The retail prices chargeable in any sales or stock
clearance as well as its time shall be agreed in advance at the
end of each season as per the individual countries in the Territory.
8.0
SUPPLY ARRANGEMENTS
8.1 Goods supplied under orders shall be delivered ex-works.
Goods travel at the
Franchisee’s
risks and peril.
8.2
Requisition of goods may not be forwarded if they are for
a number of items less than or different from the number
contained in the minimum packs specified by the Master Franchisee. The Master Franchisee shall not be held responsible
for orders not carried out or not carried out in good time due
to the temporary shortage of products and/or any instance of
force majeure to include strikes and/or exhaustion of stocks of
the items.
8.3
No complaints shall be entertained after a period
of fifteen (15) days following receipt of goods. The
return of goods shall not be accepted unless expressly authorized
by the Master Franchisee alone. No complaints shall
be accepted in respect of items that have been altered or
mishandled by customers or that have already been worn.
9.0
INVOICING
9.1
The Master Franchisee shall issue an invoice for each
supply.
9.2
Invoices shall be settled within the agreed periods.
10.0
OBLIGATIONS
The
Franchisee shall enter into the following obligations:-
10.1
That
it shall sell the items it acquires from the Master Franchisee
in the Territory;
10.2
That
it shall use the “display” equipment solely for the purpose
of promoting,
displaying
and selling the Master Franchisee’s products;
10.3
That
it shall maintain an adequate, comprehensive stock of the items
at all times, and
also devote special care to the display of the
goods;
10.4
That
in the management of its selling business, in terms of image and
customer Service,
it shall maintain a standard of prestige and decorum that
does not fall short of the standard previously agreed with the Master
Franchisee;
10.5
That it shall apply for prior permission for organizing or taking part in
exhibitions outside the Territories;
10.6
That it shall take out adequate insurance cover to ensure
the store and all of its contents against fire and theft,
running from the commencement date of this agreement and
extending throughout the term of the agreement and any renewal
hereof:
11.0
APPOINTMENT OF SUB- FRANCHISEES
11.1
The Franchisee has the right to appoint Sub- Franchisees
in the Territory and
shall
keep the Master Franchisee fully informed with such
appointments; without any financial liability on the part of the
Master Franchisee.
12.0
TERMINATION CLAUSE
12.1
Breach of contract.
12.2
Bankruptcy of either party.
12.
3 Non-payment of
invoices within the agreed dates.
13.0
TERMS OF AGREEMENT
13.1
This agreement shall be for duration of five (5) years
and it will automatically be renewed for similar period(s)
unless terminated by either party prior to the expiration by
giving the other six months notice in writing.
14.0
COMPETENT COURT AND LAW COVERING THE AGREEMENT
14.1
This agreement shall be governed by the Italian Law, by
which both parties declare they attend to abide.
THE MASTER
FRANCHISEE
THE FRANCHISEE
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