FRANCHISE CONTRACT

No…...... Date …………

I. CONTRACTING PARTIES:

1.1. S.C. ……………. S.R.L. with registered office in ….…………., Street.

…….………, No……, Block…., Scale….., Floor….., Apartment….., Locality ………..,
registered at the Trade Register Office ……………. under number J …/…../…..,
fiscal code no ……….., with account no. …………………………, open to ……..,
represented by …………………………….., with the function ………., as a
FRANCHISOR, and

1.2. S.C. ……………. S.R.L. with registered office in ….…………., Street.

…….………, No……, Block…., Scale….., Floor….., Apartment….., Locality ………..,
registered at the Trade Register Office ……………. under number J …/…../…..,
fiscal code no ……….., with account no. …………………………, open to ……..,
represented by …………………………….., with the function ………., as a
BENEFICIARY,
they have agreed to conclude this franchise contract under the following conditions:

II. SUBJECT OF THE CONTRACT

2.1. The franchisor undertakes, by the present contract, to provide to beneficiary

with the trademark …………., the technical design of space planning and interior
design (according to the annex no. 1), the know-how (according to the annex no. 2),
required consultancy for bistro operation which is to be opened.
2.2. The Beneficiary undertakes to adhere to the design standards, the
technological process, recipes, mode of operation imposed by the Franchisor and to
pay the agreed taxes.

III. DURATION OF THE CONTRACT

3.1. Th contract is concluded for a term of …………….. months / years, starting

with date of ………………… until the date of ……………..
3.2. The contracting parties may agree to extend this Agreement by concluding
in writing, of an additional act signed by both parties.

IV. THE PRICE OF THE CONTRACT

4.1. The Beneficiary will pay the franchisor a fee for entry into the system the
amount of 5000 EUR when signing the contract and a monthly percentage fee,
respectively 5% of receipts.
4.2. Prices may be amended only with the written consent of the contracting
parties. Any contracting party requesting the price change shall be obliged to notify
the other party in writing, 30 days before the proposed negotiation date.
4.3. Royalty monthly percentage payment will be paid on the 15th of the following
month, the franchiser having the right to verify the receipts of the beneficiary in order

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to correctly establish the amount of royalty. If the beneficiary does not pay the royalty
at the time limit laid down in this paragraph, he shall receive a grace period of 15
days, a period in which he owes to Franchisor also penalties in the amount of
……………….. for each day of delay. Upon expiration of the grace period, the
franchisor has the right to consider the contract terminated in full law, without
summons, without delay and without court intervention. Even in the situation where
the franchisor opts for the termination of the contract, penalties continue to run until
the full payment of the debit, and their amount may exceed the principal debit.
Penalties run smoothly without the need to delay them.

V. OBLIGATIONS OF PARTIES

5.1. The franchisor undertakes:

a) to provide the beneficiary with the interior design of the retail space (according to
the annex no. 1), the necessary technical instructions regarding furniture (according
to the annex no. 3) and for the utility space (according to the annex no. 4), Spaces
which he previously endorsed,
b) to provide technical assistance in the field of professional management and
training during the entire contractual period,
c) to make available to the beneficiary the trademark of which he is the owner.
d) to provide the beneficiary with the know-how of an already existing process
(according to the annex no. 2).
e) to provide, at the beneficiary request made in writing 30 days in advance, the
products / raw material required for the products according to the annex no 5.
f) within each year, to train a maximum of 5 employees of the beneficiary techniques
and methods of product distribution, at its headquarters, for a period not longer than
5 days. Expenses for this operation (for payroll, travel and accommodation of trained
personnel) will be borne by the beneficiary.

5.2. The Beneficiary undertakes:

a) to comply with the design standards, the technological process, the recipes, the
mode of operation imposed by the franchiser and to pay the agreed taxes.
b) to operate only in premises approved in advance by the Franchisor
c) to carry out investments, as appropriate, in order to implement the Franchisor
production formula;
d) to accept the franchisor's right to control;
e) to carry out the entire activity under the trade name / brand of the franchisor
f) to order from the franchisor and to use for the products mentioned in Annex 5 only
the raw material provided by the franchisor
g) to pay to the franchisor the value of the products supplied, to pay the royalty,
under the conditions stipulated in the present contract, and to bear the consideration
of the transport and insurance costs of the products;
h) not to disclose to third parties the know-how provided by the franchisor both for
the duration of the contract and subsequently, otherwise, due to franchisor damages
amounting to EUR 100 000;

VI. DIVISION OF CONTRACT

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 6.1. In the event that one or more clauses of this Agreement are declared invalid,
the valid clause / clauses will continue to produce the effects, unless the clause /
clauses cancelled are an essential requirement.
6.2. Under the conditions set out in section 6.1. the obligations set out in the
following points are considered essential 5.1. a, c, d, e, 5.2. a, b, c, d, e, f, g, h.

VII. DISCLAIMER OF RIGHTS

7.1. The fact that the franchisor does not insist on the strict fulfilment of the
clauses of this contract or does not exercise one of the options to which he is entitled
under this contract does not mean that he renounces the rights he is to acquire
under his provisions.

VIII. CONTRACT ASSIGMENT

8.1. The beneficiary shall not be able to assign the rights and obligations
stipulated by this contract to a third party without express consent, given in writing by
the Franchisor.
8.2. The beneficiary will not be able to modify the structure of
shareholding/associates without express consent, given in writing by the Franchisor.
8.3. The agreement provided in points 8.1. and 8.2.. must be communicated by
the franchise within 30 days from the date when the beneficiary asked for this
agreement; otherwise, it is presumed that it did not consent the assignment of the
contract or the assignment of the social parties/shares.
8.4. If the Beneficiary fails to comply with the obligations laid down in this chapter,
The Franchisor has the right to consider the contract terminated by law, without
notice or delay and without the intervention of the court, situation in which the
beneficiary owes damages interests jointly with associates and its administrators
signatories to this contract.

IX. MAJOR FORCE

9.1. Neither of the Contracting Parties shall be held liable for non-performance
on time and / or the full or partial performance of any obligation under this
agreement, if the non-execution or improper execution of that obligation was caused
by major force as defined by law.
9.2 The party invoking major force is obliged to notify the other party within 7
days of the occurrence of the event and take all possible measures to limit its
consequences.
9.3. If the event does not cease within 30 days of production, the parties have
the right to notify the rightful closure of this contract without one of them claiming
damages.

X. CONSEQUENCES OF TERMINATION OF THE EFFECTS OF THE

CONTRACT

10.1. In case of termination of the present contract, the Beneficiary is obliged:

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 a) to cease immediately to use the trade mark ……, the technological process
know-how, the recipes obtained under this contract, otherwise owing damages in the
amount of 50 Euro for each day of delay until the full fulfilment of the obligations from
this article. The damages-interests run by law from the date of termination of the
contract, without the need to delay them.
b) to pay all the amounts owed to the franchisor, even if such amounts have a
maturity after the date of termination of the contract.

XI. PENAL CLAUSE

11.1. If one of the parties does not fulfil its contractual obligations or fails to do so,
it undertakes to pay the other party penalties / damages.

XII. CONFIDENTIALITY CLAUSE

12.1. The Beneficiary undertakes to preserve the confidentiality of the data,

information and documents that it will hold as a result of the execution of the clauses
of this contract, otherwise, it owes the damages amounting to EUR 300,000 to the
franchisor. Confidentiality must also be retained by the franchisor's associates,
administrators and employees, and the beneficiary is jointly and severally liable with
his associates and administrators for violating the confidentiality obligation.

XIII. NOTIFICATIONS BETWEEN PARTIES

13.1. In the submission of the contracting parties, any notification addressed by

one of them to another shall be valid if it is transmitted to the headquarters provided
for in the introductory part of this contract.
13.2. If the notification is made by post, it will be sent by registered mail with
acknowledgment of receipt and deemed to have been received by the addressee on
the date mentioned by the receiving post office on this confirmation.
13.3. If the notice is sent by fax or e-mail, it shall be deemed to have been
received on the first working day following the one in which it was dispatched.
13.4. Verbal notifications shall not be taken into account by either party, unless
confirmed, by means of one of the modalities provided for in the preceding
paragraphs.

XIV. SOLVING LITIGATIONS

14.1. If the settlement of misunderstandings is not possible amicably, the

competence to resolve them is the responsibility of the competent courts of
…………..

XV. TERMINATION OF THE CONTRACT

15.1. This contract shall cease with full effect, without the need for the
intervention of a court of law, if one of the parties:

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 -realizing one of the essential obligations listed in section 6.2. of this Agreement or
violates the obligations set forth in Chapters VIII and XII;
-is declared unable to pay or the liquidation procedure (bankruptcy) has been
triggered;
-within............ days from the date of receipt of the notification by which it was
brought to his attention that he had not executed himself or that he was executing in
an improperly manner any of his obligations.
15.2. The party invoking a cause of termination of the provisions of this contract
shall notify the other party at least 30 days before the date on which the cessation is
to take effect.
15.3 The Franchisor has the right to terminate this contract unilaterally with a 60-
day notice.
15.4. Termination of this contract will not have any effect on the obligations
already existing between the contracting parties.
15.5. The provisions of this chapter do not remove the liability of the party which
in the culpable manner has caused the termination of the contract.

XIV. FINAL TERMS

16.1. The amendment of this contract is only made by an addendum concluded

between the contracting parties.
16.2. This contract, together with its appendices which form an integral part of its
contents, represents the will of the Parties and removes any other verbal
understanding between them, prior to or subsequent to its conclusion.
16.3. In the event that the parties breach their obligations, the failure to exercise
the right to demand the execution of the obligation exactly or by the equivalent of
that obligation does not mean that it has waived his right.
16.4. This contract was concluded at ................. In a number of 2 original
copies, one for each contracting party, today, …………………., the signing date.

FRANCHISOR BENEFICIARY

….………….. ..…………….

Legal representatives Legal representatives

….…………………..… …………………………