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1、Franchise AgreementParties :1.The Franchisor:2.The Franchisee:RECITALS:- (A) The Franchisor has expended substantial time effort and money in the development and implementation of the Business (defined below) which is operated in accordance with a distinctive system and plan utilising and comprising
2、 certain proprietary marks, confidential information, standards, specifications, techniques, identifying schemes and materials, insignia, management methods and standard operational procedures.(B) The Franchisee desires to obtain the benefit of the knowledge, skill and experience of the Franchisor a
3、nd the right and franchise to operate the System (defined below) of the Franchisor upon the terms and subject to the conditions hereinafter.(C) The Franchisor has established substantial reputation and goodwill in the Business and the Franchisee recognises the benefit to be derived therefrom and ack
4、nowledges the necessity of conforming to the high standards and uniform specifications of the Business.NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-1.INTERPRETATION1.1 In this Agreement the following expression shall have the following meaning unless the context otherwise requires:-Business means the f
5、ranchise business of operating payment kiosks and which is more particularly described in Section 1 of Schedule 1 hereto operated and conducted under the Proprietary Marks using the System and more particularly described in the Operating Manual;Equipmentmeans the equipment described in Schedule 2;“E
6、xpiry Date”means the date of the expiry of the Term; “Initial Fee”means the sum set out and for the purpose more particularly described in Clause 16 hereof payable by the Franchisee to the Franchisor upon the execution of this Agreement;“Interest”means the rate of interest of % above the Base Lendin
7、g Rate of Maybank Berhad on the date of default; “Franchisee”means and includes his/her estate, heir(s) and personal representative(s) and permitted assigns;“Franchisor”means and includes its successors-in-title and assigns or if the context requires, any successor appointed in its capacity;Operatin
8、g Manual”means the written specification of the methods, processes, technique, system and schemes devised and compiled by the Franchisor to be observed and implemented by the Franchisee in operating the Business and any amendment or variation thereof at any time hereafter notified in writing by the
9、Franchisor to the Franchisee;“Products”means the products identified by the Proprietary Marks sold or provided in the course of the Business and more particularly described in Section 1 of the Schedule 3 hereto;“Premises”means the premises approved by the Franchisor in accordance with the terms of t
10、his Agreement at which the Franchisee may operate the Business, client to provide particulars whether tenancy entered by Franchisor or the Franchisee.Proprietary Marks”means the patents, trade marks, trade names, logos and registered design details of which are set out in Schedule 3 hereto and all o
11、ther patents, trade marks, trade names, logos, designs, symbols, emblems, insignia, fascia, slogans, copyrights, know-how, information, drawings, plans and other identifying materials whether or not registered or capable of registration and all other proprietary rights whatsoever owned by or availab
12、le to the Franchisor adopted or designated now or at any time hereafter by the Franchisor for use in connection with the System and the Business; Note: The Franchisor is required to register his trade mark or service mark relevant to the franchise before applying for the registration of the franchis
13、e, Section 24 of the Franchise Act, 1998.Renewal Term means the next day immediately after the Expiry Date and expiring on the date specified in Section 6 of Schedule 1 hereto client to note that Section 25 of the Franchise Act 1998 provides that the term shall not be less than 5 years;“Services”mea
14、ns the services identified by the Proprietary Marks sold or provided in the course of the Business and more particularly described in Section 2 of the Schedule 3 hereto;System means the distinctive business format and method developed and implemented by the Franchisor in connection with the operatio
15、n of the Business utilising and comprising the Proprietary Marks and certain standard operational procedures, plans, directions, specifications, methods, management and advertising techniques and identification schemes, part of which are contained in the Operating Manual;Term means the period commen
16、cing from the date specified in Section 2 of Schedule 1 hereto and expiring on the date specified in Section 3 of Schedule 1 hereto client to note that Section 25 of the Franchise Act 1998 provides that the term shall not be less than 5 years;Territory means the territory more particularly described
17、 in Section 4 of Schedule 2 in which the Franchisee may operate the Business;“This Agreement”means this Franchise Agreement dated made between the Franchisor and the Franchisee and includes any variations and amendments which may be made thereto at any time and from time to time;“Working Day”means a
18、 day (other than a Saturday, Sunday and public holiday) on which banks are open for business in Kuala Lumpur. 2.APPOINTMENT AND GRANT Note: A Franchisor is required to register his franchise with the Registrar of Franchises before make offer to sell the franchise, Section 6 of the Franchise Act, 199
19、82.1 Subject to Clause 21, the Franchisor hereby grants to the Franchisee and the Franchisee hereby accepts from the Franchisor the right and licence during the Term and Renewal Term to operate the Business in the Territory under the Proprietary Marks in accordance with the System upon the terms and
20、 subject to the conditions herein contained.2.2 The right and licence granted to the Franchisee under Clause 2.1 is strictly personal in nature to the Franchisee.3.THE TERM 3.1 This Agreement shall continue in force during the Term unless and until determined in accordance with the terms hereof subj
21、ect to the Franchisees right of renewal pursuant to Clause 4 hereof.4.RENEWAL Note for client: Under Section 34(2) of the Franchise Act, 1998, it is provided that Franchisor must extend the franchise term to another period if franchisee requests for extension except if franchisee breach terms of pre
22、vious franchise agreement. Thus, need to have a provision for extension4.1 Subject to the provisions of Clause 4.2 below, the Franchisee may at its option extend the franchise herein granted at the expiration of the Term PROVIDED ALWAYS that the Franchisee shall have not breach any of the terms, sti
23、pulations covenants and undertakings up to the Expiry Date. In the event the Franchisee shall be desirous to exercise the option herein, the Franchisee shall within months before the Expiry Date give a written notice to the Franchisor to exercise the said option failing which the said option will la
24、pse automatically. 4.2 Notwithstanding the giving of due notice pursuant to clause 4.1 above, the renewal shall only be effective provided that:4.2.1 the Franchise has throughout the Term properly observed and performed all its obligations under this Agreement and is not at the Expiry Date in defaul
25、t under any such obligations; and4.2.2 not later than twenty-eight (28) days prior to the Expiry Date, the Franchise has executed a new franchise agreement in the form then used by the Franchisor; and4.2.3 not later than twenty-eight (28) days prior to the Expiry Date, the Franchise has paid to the
26、Franchisor without set-off or deduction a renewal fee of such amount then imposed by the Franchisor then; and4.2.4 prior to the Expiry Date the Franchisee has as the Franchisor may request completed or agreed in writing to perform at its own expense such maintenance, renovation, repairs and refurbis
27、hment of the Premises and the equipment, fixtures and fittings used in the Business as the Franchisor may require within the time prescribed by the Franchisor; and4.2.5 prior to the Expiry Date the Franchisee has executed a Deed of Release in such form and content as the Franchisor may require relin
28、quishing any and all claims of whatsoever nature against the Franchisor any subsidiary or associated company of the Franchisor or any shareholders, director, agent or employee of the Franchisor, or any other franchisee of the Franchisor; 4.2.6 prior to the Expiry Date, the Franchisee and any person
29、employed by or concerned with the Franchisee specified by the Franchisor shall have completed such re-training or refresher training at such time and at such place as the Franchisor may request.5.TERRITORY5.1 The right and licence granted to the Franchisee hereunder shall extend only to the Premises
30、 Territory and the Franchisee agrees that it will not make any use nor will it permit or authorise any use directly or indirectly of the Business or the System or the Proprietary Marks and shall not sell the Products nor make available the Services outside the Territory nor will it knowingly offer o
31、r provide any information or assistance concerning the Business or the System or the Proprietary Marks or sell the Products or make available the Services to any person, firm or undertaking who intends or may seek to use or resell them outside the Territory.6.OBLIGATIONS OF FRANCHISORNote to client:
32、 to confirm whether the services provided by the Franchisor is accurate and to provide any further obligations required of franchisor (if any)6.1 In order to facilitate commencement and development of the Business in the Territory by the Franchisee, the Franchisor agrees as follows:-6.1.1 to provide
33、 the Franchisee with standard construction and conversion plans and specifications for internal layout, signs, fixtures and fittings and consultation and advice relating to the construction, conversion and refurbishment of the Premises and to review the Franchisees construction and conversion plans
34、to ensure compliance Note: client to confirm whos responsibility for the construction of the kiosk ;6.1.2 to provide to the Franchisee and their designated employees in connection with the development of the Business in the Territory and training in the standards, procedures, techniques and methods
35、comprising the System at such times and at such place as shall be specified by the Franchisor. Such costs and expenses in connection therewith shall be borne solely by the Franchisee;6.1.3 to deliver to the Franchisee one (1) copy of the Operating Manual; 6.1.4 to provide such assistance as the Fran
36、chisor shall deem appropriate in connection with the opening of the Premises including on-site supervision thereof and consultation and advice concerning pre-opening and launch activities;6.1.5 to provide to the Franchisee the products, services and equipment described in the Operating Manual on the
37、 terms from time to time therein specified and to assist the Franchisee in procuring such additional supplies of products, services and equipment as may be required by the Franchisee to commence and operate the Business and to use reasonable endeavours to negotiate and obtain from such suppliers fav
38、ourable discount rates for furnishing such supplies to the Franchisee;6.1.6 to permit the Franchisee to operate and promote the Business under the trade name in accordance with the terms of this Agreement;6.1.7 to provide the Franchisee with advice, know-how and guidance relating to the management,
39、finance, promotion and methods of operation to be employed in connection with the System and to provide reasonable facilities for consultation with the Franchisee in connection with any problems relating to the System from time to time arising with a view to assist and enable the Franchisee to opera
40、te and maintain the System;6.1.8 to make available to the Franchisee at the cost of the Franchisee, members of the Franchisors staff competent to provide any requisite on-site assistance and advice in connection with the System or recommend to the Franchisee such independent experts as may appear ne
41、cessary;6.1.9 to provide the Franchisee with assistance in negotiating contracts and to provide training the Franchisee in techniques to be employed in securing contracts;6.1.10 to provide the Franchisee at the Franchisees expense with standard forms of contract for use by the Franchisee in dealings
42、 with its customers; and6.1.11 to organise and convene by written notice to each of the franchisees an annual conference, the agenda for which shall include discussion of any improvements to the Business and/or the System and the Franchisors proposals for promotional activities and the general opera
43、tion of the Business and the System and all such costs and expenses incurred in connection therewith shall be borne solely by the Franchisee.7.OBLIGATIONS OF FRANCHISEEclient to provide any further obligations required from franchisee7.1The Franchisee agrees as follows:-7.1.1 to operate the Business
44、 strictly in accordance with the provisions of the Operating Manual and conform in all respects and at all times with System as modified from time to time and not at any time to use or permit the use of any additional trade name or symbol or do or permit to be done anything which is additional to or
45、 not in accordance with the System without the prior consent in writing of the Franchisor;7.1.2 to ensure that he/she has adequate financial resources available by way of working capital and otherwise to ensure that he/she is able to fulfill all the obligations herein contained;7.1.3 to procure the
46、engagement and maintenance (at the Premises at all times) of all staffs and other persons and to procure the acquisition of facilities necessary for the successful operation and optimum development of the Business by the Franchisee in the Territory;7.1.4 to engage all staff and other persons require
47、d for the successful operation of the Business and to ensure that all such staff and replacements for such staff who are required under the terms of this Agreement to undergo training in the System, are trained in the System and any improvements thereto and if and when required by the Franchisor to
48、procure their attendance at a time and place specified by the Franchisor for such purpose and all such costs and expenses incurred in connection therewith shall be solely borne by the Franchisee;7.1.5 to ensure that the Business conforms with other businesses operated in accordance with the System with regard to quality,
