Franchise Agreement Flashcards
System Definition
…over a period of time and as the result of the expenditure of time, expertise, effort and money, has developed and owns a valuable and proprietary “system.”
Characteristics of the System
The sum of all parts! Without limitation, distinctive interior layout, decor and color scheme; exclusively designed signage, decorations, furnishings, fixtures and materials; the Confidential Operations Manual; the exclusive product lines; NOT Required: the software package; methods and techniques for displaying and promoting gift items; display, merchandising and marketing of products; procedures for maintenance; retail burins operating methods; and methods and techniques for inventory and cost controls, record keeping and reporting, personnel management and training, purchasing, marketing, sales promotion and advertising, all of which may be changed, improved and further developed by franchisor from time to time
Warranty or Guaranty
Franchisee acknowledges that it has not received nor relied upon any warranty or guaranty, express or implied, as to the revenues, profits or success of the business venture contemplated by this agreement. Franchisee acknowledges that it has read this agreement and franchisor’s UFOC and all exhibits thereto upon which it has exclusively relied, and that it has no knowledge of any representations by franchisor, or its officers, directors shareholders, employee or agents that are contrary to the statements made in franchisors UFOC.
Confidential Information
FRANCHISEE acknowledges that its entire knowledge of the operation of the System for operating the Franchised Business is and will be derived from information disclosed to FRANCHISEE by FRANCHISOR and that such information is proprietary, confidential and a trade secret of FRANCHISOR relating to the development and operation of Specialty Stores (the “Confidential Information”). Without limiting the foregoing, any and all information, knowledge and know-how, such as drawings, materials, equipment, techniques, retail business systems, techniques and procedures for display of products, customer lists, any and all data and other information relating to customers and/or potential customers, vendor lists, merchandise lists and other data, and other information that FRANCHISOR reasonably designates as confidential or proprietary shall be deemed Confidential Information for purposes of this Agreement, except information which FRANCHISEE can demonstrate lawfully came to its attention prior to disclosure thereof by FRANCHISOR; or which, at the time of disclosure by FRANCHISOR to FRANCHISEE, had lawfully become publicly available, through publication or communication by others.
