Commercial concession agreement (franchising). Commercial concession agreement (download sample)

To operate a franchise, you need to check the trademark copyright, decide in which territory you will work, and, most importantly, study the contract in detail. About what tricks await you in a franchise agreement, a sample and points that you should pay attention to Special attention, in our article.

Nikolai Chudakov,

supervisor, Chief Editor, legal reference system"System Lawyer"

In this article you will read:

What to look for when concluding a franchise agreement

7 common mistakes in the franchise agreement

sample franchise agreement with marks in the most vulnerable places - this is what everyone who decides to work with franchising needs to study.

Although franchising appeared in Russia almost 20 years ago, the number of litigation is only increasing. All this confirms the complexity of its application. What are the most common franchising mistakes businessmen make when buying a franchise?

Service contract: what mistakes to watch out for

Error 1Confused in terms

Before signing a contract, a vigilant entrepreneur checks whether its terms are contrary to the law. However, if you are going to buy a franchise and start a business under someone else's trademark, you will be in for a surprise - there are no terms “franchising”, “franchise” and the like in the law at all.

Effects. In such a situation, one might think that civil Code does not contain special rules for the conditions of franchising, and conclude that only the conditions that they themselves include in the contract will apply to the relationship between the franchisor and the franchisee. However, it is not. In Russian contract law, chapter 54 of the Civil Code of the Russian Federation is devoted to franchising. It is simply called differently - "commercial concession".

The terms used in jurisprudence and business also do not coincide (table).

How to. First, analyze the conditions proposed by the franchisor in order to exclude those that directly contradict the Civil Code of the Russian Federation, and offer others that are more beneficial for you (but again within the framework of the civil code).

Secondly, any terms can be used in the contract itself. Regardless of the name of the document (“franchising agreement”, “joint activity agreement”), in the event of a litigation, only its content will be evaluated. If the court sees that under the contract one party transfers to the other party a set of exclusive rights, including rights to a trademark, know-how, etc., for use in a certain area entrepreneurial activity, then apply the rules relating to the contract commercial concession.

Mistake 2 The franchisee paid before registering the contract with Rospatent

Commercial franchising involves the transfer to the franchisee of a trademark and business technology developed by the franchisor. Therefore, the franchise agreement, as well as amendments to it, must be registered with Rospatent (clause 2, article 1028 and article 1036 of the Civil Code of the Russian Federation). Our entrepreneurs often consider registration a formality that only interferes with business (it can take several months). However, in fact, an unregistered contract is a time bomb.

Effects. Firstly, such an agreement is considered void (clause 2 of article 1028 of the Civil Code of the Russian Federation). This can be to the advantage of both your competitors and the franchisor himself. If he turns out to be dishonest and decides to stop working with you ahead of schedule the end of the contract, he can go to court and declare the contract null and void. As a result, the franchisor will have no obligation to do business with you. You can only return the payments transferred to the franchisor and collect interest on the amount of these payments. But other expenses associated with the launch of a new business cannot be reimbursed.

True, if the contract was concluded after September 1, 2013, it will be a little more difficult to challenge it. In particular, the franchisor will no longer be able to refer to the invalidity of the contract if it has already begun to execute it (for example, it has received at least one payment from you). But competitors will have to prove in court that your contract with the franchisor violates their rights.

Analysis of the competitive environment, Or how to start business intelligence

Secondly, even if the contract is successfully registered, disputes may arise in the future about situations that arose between the moment the work began and the moment the registration procedure was completed. For example, if the buyer complains about the quality of the goods purchased during this period, the franchisor may try to evade the responsibility under Art. 1034 of the Civil Code of the Russian Federation, referring to the fact that you sold the goods at a time when the contract was not yet in force.

How right. First, find out who is obligated by the contract to ensure its registration. As a rule, the franchisor is obliged to do this (paragraph 2 of article 1031 of the Civil Code of the Russian Federation). If the document says the opposite (that you must register it), offer the counterparty to exclude this condition. In addition, explicitly indicate in the agreement that the franchisor must ensure registration (figure, clause 2.1 of the agreement), give specific deadlines when he must submit all documents to Rospatent, and establish that for violating these deadlines he must pay you a fine in such something size.

Secondly, if circumstances still force you to start activities before the contract is registered, indicate that its conditions apply to the period from the moment of signing or actual transfer to the user of the complex of exclusive rights belonging to the copyright holder until the moment of registration (figure, clause 5.1 contracts). This is what paragraph 2 of Art. 1028 of the Civil Code of the Russian Federation - it does not contain a condition that a commercial concession agreement is valid only from the moment of state registration.

The structure of the sales department: instructions for the head

Thirdly, if the franchisor evades registration (although this is his obligation under the contract), you can go to court and demand that the transaction be registered. And the court has the right to make a decision on the basis of which the agreement will be registered.

Mistake 3The franchisee did not check the trademark registration in Rospatent

The agreement allows the franchisee to conduct business under an already well-known trademark, which must be registered with Rospatent (clause 1, article 1232 of the Civil Code of the Russian Federation). For an invention, industrial design or utility model a patent must be issued.

Effects. If the mark is not registered, then neither the franchisor nor the franchisee is protected from its misuse by third parties. In other words, a competitor can open a store or produce products with the same label, and you cannot stop him from doing so. Your business reputation will suffer and profits will decrease.

The same consequences will occur if the term of the exclusive right to an invention, industrial design or utility model expires during the term of the franchise agreement.

How to. Before signing the contract, ask the franchisor for a copy of the Rospatent certificate confirming the exclusive right to the trademark. If the franchisor does not provide such a document, refuse to acquire the exclusive rights belonging to him.

It may happen that during the execution of the contract the term of the exclusive right of the franchisor to a trademark, service mark or commercial designation expires. Simply put, the franchisor may lose the right to trademark for which you bought the franchise. In this case, the contract will automatically terminate. The franchisor may offer to change the terminated right to a new one, but you are not obliged to agree to this. If you think that working under a new trademark will be less profitable, you can demand termination of the contract and compensation for damages.

Finally, another situation is possible: during the execution of the contract, the term of the patent for an invention, industrial design or utility model expired. In this case, the contract will remain in force, but you can demand that the franchisor reduce the amount of remuneration. If he does not agree, you have the right to go to court.

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Founder and CEO holding Like told the editors of the magazine " Commercial Director”, as thanks to competent communication with partners in a year, his company doubled the number of customers.

Error 4 The franchisor limits the franchisee in the choice of suppliers.

The law does not expressly authorize franchisors to include such terms in the contract.

However, they often refer to the obligation of the franchisee to “ensure that the quality of the goods produced by him on the basis of the contract, the work performed, the services provided, is consistent with the quality of similar goods, work or services produced, performed or provided directly by the right holder” (Article 1032 of the Civil Code of the Russian Federation). A skilled franchisor can develop standards that require you to deal with only a small number of suppliers to meet them.

Effects. The prices of such companies may be higher than those of others. So you will bear additional expenses which were not planned at the time of the conclusion of the contract.

A similar situation can arise with the lease of space: often franchisors acquire premises in the property and require the franchisee to rent them. Therefore, it is worth fixing in the contract that you have the right to independently find a place to work. In this case, find out in advance the franchisor's requirements for the premises (for example, the franchisor may require you to open a cafe on the street with a pedestrian flow of at least a certain value).

Mistake 5 The contract does not define the territory in which the franchisee will work

To fix such a territory allows paragraph 1 of Art. 1033 of the Civil Code of the Russian Federation, but this is not a mandatory condition.

Effects. It may turn out that several identical franchises of the same right holder will be opened in the same region, as a result, the level of competition will increase and the business of a particular franchisee may not be so profitable. In some cases, even the franchisor itself can compete with its franchisee.

How right. Indicate in the contract the location of the franchisee's enterprise, the specific boundaries of the territory on which it can operate, so as not to create competition within the franchise system. Use the following wording: "The right holder undertakes not to provide other persons with similar sets of exclusive rights for their use in the territory assigned to the user, and also to refrain from his own similar activities in this territory."

The wording is very important in this case. The fact is that the law expressly prohibits the inclusion of a condition in the contract, which is very similar to the above, but means something completely different.

Namely, the condition that the franchisee “is obliged to sell goods, perform work or provide services exclusively to buyers (customers) having a location, place of residence in a territory determined by the agreement” (clause 2 of article 1033 of the Civil Code of the Russian Federation).

An unscrupulous franchisor may include just such a wording in the contract, informing the franchisee that this condition assigns a certain territory to him. Then this franchisor will sell the franchise to your competitors, and this will not be considered a breach of contract.

Mistake 6The responsibility of the franchisor is not specified

The obligations of the copyright holder are listed in Art. 1031 of the Civil Code of the Russian Federation. In particular, he must ensure the state registration of the franchise agreement and provide the franchisee with consulting and technical support. However, the Civil Code of the Russian Federation does not establish specific measures of responsibility for violation of these obligations by the franchisor.

Effects. If the franchisor's obligations are not specified in the contract, you will not be able to demand their fulfillment.

How to. Indicate in the contract that the franchisor pays a penalty for violation of certain conditions (a fixed fine or a percentage fee for each day of the violation period). List in as much detail as possible the actions (inaction) for which the franchisor is responsible, and the amount of sanctions.

Error 7 The contract does not specify a specific expiration date.

At first glance, it seems that it is an open-ended contract that guarantees long-term cooperation for both parties. Actually it is not.

Effects. If the contract is open-ended, then the franchisor (as well as the franchisee) can terminate it by own will by notifying the other party six months in advance. Moreover, the contract itself may provide for a longer notice period.

How right. If you are planning a long-term cooperation, the contract must be concluded on certain period. After this period, you will have an important guarantee - the pre-emptive right to conclude a contract for a new term.

Nikolai Chudakov - tax and civil law. He worked as the editor-in-chief of such professional publications as Arbitration Practice, Tax Disputes: Theory and Practice, Documents and Comments.

USS "Sistema Lawyer"- the first legal reference system of practical explanations from judges. Official website - www.1jur.ru

Nikolai Chudakov,

Head, Editor-in-Chief, legal reference system "Sistema Yurist"

In this article you will read:

What to look for when concluding a franchise agreement

7 Common Mistakes in a Franchise Terms and Conditions Agreement

sample franchise agreement with marks in the most vulnerable places - this is what everyone who decides to work with franchising needs to study.

Error 1

Confused in terms

Service contract: what mistakes to watch out for

Effects. In such a situation, one might think that the civil code does not contain special rules for the conditions of franchising, and conclude that only the conditions that they themselves include in the contract will apply to the relationship between the franchisor and the franchisee. However, it is not. In Russian contract law, chapter 54 of the Civil Code of the Russian Federation is devoted to franchising. It is simply called differently - "commercial concession".

The terms used in jurisprudence and business also do not coincide (table).

Secondly, any terms can be used in the contract itself. Regardless of the name of the document (“franchising agreement”, “joint activity agreement”), in the event of a litigation, only its content will be evaluated. If the court sees that under the contract one party transfers to the other party a set of exclusive rights, including the rights to a trademark, know-how, etc., for use in a certain area of business activity, then it will apply the rules related to the commercial concession agreement.

Mistake 2

The franchisee paid before registering the contract with Rospatent

Effects. Firstly, such an agreement is considered void (clause 2 of article 1028 of the Civil Code of the Russian Federation). This can be to the advantage of both your competitors and the franchisor himself. If he turns out to be dishonest and decides to terminate cooperation with you before the end of the contract, he can go to court and declare the contract null and void. As a result, the franchisor will have no obligation to do business with you. You can only return the payments transferred to the franchisor and collect interest on the amount of these payments. But other expenses associated with the launch of a new business cannot be reimbursed.

Analysis of the competitive environment, Or how to start business intelligence

The structure of the sales department: instructions for the head

Mistake 3

The franchisee did not check the trademark registration in Rospatent

The agreement allows the franchisee to conduct business under an already known trademark, which must be registered with Rospatent (clause 1, article 1232 of the Civil Code of the Russian Federation). A patent must be issued for an invention, industrial design or utility model.

The same consequences will occur if the term of the exclusive right to an invention, industrial design or utility model expires during the term of the franchise agreement.

The validity of an exclusive right is important to check for the following reason.

It may happen that during the execution of the contract the term of the exclusive right of the franchisor to a trademark, service mark or commercial designation expires. Simply put, the franchisor may lose the right to the very trademark for which you bought the franchise. In this case, the contract will automatically terminate. The franchisor may offer to change the terminated right to a new one, but you are not obliged to agree to this. If you think that working under a new trademark will be less profitable, you can demand termination of the contract and compensation for damages.

Error 4

The franchisor limits the franchisee in the choice of suppliers.

The law does not expressly authorize franchisors to include such terms in the contract.

Effects. The prices of such companies may be higher than those of others. Thus, you will incur additional costs that you did not plan at the time of the conclusion of the contract.

How to. Provide a condition for the right of the franchisee to buy raw materials from other suppliers if the products meet the standards of the franchisor. Include a reference to these standards in the contract, but first make sure that they are formulated correctly and allow you to work with a wide range of suppliers.

Mistake 5

The contract does not define the territory in which the franchisee will work

To fix such a territory allows paragraph 1 of Art. 1033 of the Civil Code of the Russian Federation, but this is not a mandatory condition.

Mistake 6

The responsibility of the franchisor is not specified

Effects. If the franchisor's obligations are not specified in the contract, you will not be able to demand their fulfillment.

Error 7

The contract does not specify a specific expiration date.

At first glance, it seems that it is an open-ended contract that guarantees long-term cooperation for both parties. Actually it is not.

Effects. If the contract is open-ended, then the franchisor (as well as the franchisee) can terminate it at his own request, notifying the other party six months in advance. Moreover, the contract itself may provide for a longer notice period.

How right. If you are planning a long-term cooperation, the contract must be concluded for a certain period. After this period, you will have an important guarantee - the pre-emptive right to conclude a contract for a new term.

Nikolai Chudakov - specialist in the field of tax and civil law. He worked as the editor-in-chief of such professional publications as Arbitration Practice, Tax Disputes: Theory and Practice, Documents and Comments.

USS "Sistema Lawyer"- the first legal reference system of practical explanations from judges. Official website - www.1jur.ru

franchising in a person acting on the basis of , hereinafter referred to as " Copyright holder”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ User”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:

1. THE SUBJECT OF THE AGREEMENT

1.1. The Copyright Holder undertakes to grant the User, for a fee, for the period specified in the contract, the right to use in the User's business activities a set of the following exclusive rights belonging to the Copyright Holder:

to the company name and commercial designation of the Copyright Holder;
to protected commercial information;
to the trademark specified in ;
to the service mark indicated by .

1.2. Commercial information consists of and is defined in Annex No. to this agreement.

2. TERRITORY AND SCOPE OF RIGHTS

2.1. The User uses the set of exclusive rights belonging to the Copyright Holder only in the sphere and only in the territory.

3. OBLIGATIONS OF THE PARTIES

3.1. The copyright holder is obliged:

transfer to the User technical and commercial documentation and provide other information necessary for the User to exercise the rights granted to him under this agreement, as well as instruct the User and his employees on issues related to the exercise of these rights;
issue the following licenses to the User: ;
ensure that licenses are issued in the prescribed manner;
ensure registration of this agreement in the prescribed manner;
provide the User with ongoing technical and advisory assistance, including assistance in training and advanced training of employees;
control the quality of goods produced by the User on the basis of this agreement;
not to provide other persons with a set of exclusive rights similar to this agreement for their use in the territory assigned to the User, and also to refrain from their own similar activities in this territory.

3.2. The user is obliged:

use in the implementation of the activities provided for by this agreement the company name, commercial designation of the Copyright Holder, other rights as follows: ;
to ensure that the quality of the goods produced by him on the basis of this agreement, the work performed, the services provided, is consistent with the quality of similar goods, work or services produced, performed or provided directly by the Copyright Holder;
comply with the instructions and instructions of the Copyright Holder aimed at ensuring that the nature, methods and conditions for using the complex of exclusive rights correspond to how it is used by the Copyright Holder, including instructions regarding external and interior design commercial premises used by the User in the exercise of the rights granted to him under the contract;
provide buyers (customers) with additional services that they could count on when purchasing (ordering) a product (work, service) directly from the Copyright Holder;
not to disclose production secrets of the Copyright Holder and other confidential commercial information received from him;
grant the rights specified in this agreement on time on a subconcession basis to the following persons: ;
inform buyers (customers) in the most obvious way for them that he uses a company name, commercial designation, trademark, service mark or other means of individualization by virtue of this agreement;
not compete with the Copyright Holder in the territory covered by this agreement.

4. REMUNERATION AND PAYMENT PROCEDURE

4.1. The remuneration for the use of a set of exclusive rights is established by the parties in the form of fixed equal periodic payments.

4.2. The amount of one payment is Rs.

4.3. Payment must be made every month no later than the date by transfer Money to the account of the Rightholder.

4.4. The first payment is due on time after the signing of this contract.

4.5. In case of delay in payment, the Beneficiary is obliged to pay a penalty in the amount of % of the payment amount for each day of delay.

5. RESPONSIBILITY OF THE RIGHT HOLDER FOR REQUIREMENTS MADE TO THE USER

5.1. The Copyright Holder bears subsidiary responsibility for the requirements imposed on the User about the discrepancy between the quality of goods (works, services) sold (performed, rendered) by the User under this agreement.

5.2. According to the requirements for the User as a manufacturer of products (goods) of the Copyright Holder, the Copyright Holder shall be jointly and severally liable with the User.

6. TERM AND RENEWAL

6.1. This agreement is valid from the moment of its registration with the state body that carried out the registration of the Copyright Holder, and with the authority in the field of patents and trademarks until "" 2019. In case of early termination, the contract is also subject to registration by the Copyright Holder.

6.2. The user, who properly performs his duties, has the right to conclude it for a new term on the same conditions after the expiration of this agreement.

6.3. The right holder has the right to refuse to conclude a commercial concession agreement for a new term, provided that within three years from the date of expiration of this agreement, he will not conclude similar commercial concession agreements with other persons and agree to conclude similar commercial subconcession agreements, the effect of which will apply to the same territory in which this treaty was in force.

6.4. If, before the expiration of the three-year period, the Copyright Holder wishes to grant someone the same rights that were granted to the User under this agreement, he will be obliged to offer the User to conclude a new agreement or compensate for the losses incurred by the latter. When concluding a new agreement, its terms must be no less favorable for the User than the terms of this agreement.

7. FINAL PROVISIONS

7.1. The contract is drawn up in copies for each party.

7.2. In everything else not regulated in this Agreement, the parties will be guided by the norms of the current legislation of the Russian Federation.

7.3. Disputes that may arise between the parties are subject to consideration in the Arbitration Court of the city.

8. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Copyright holder

User Jur. address: Postal address: TIN: KPP: Bank: Settlement/account: Corr./account: BIC:

9. SIGNATURES OF THE PARTIES

User _________________

COMMERCIAL CONCESSION AGREEMENT

Conclusion date ____________

Place of detention ___________

Hereinafter we refer to __ as the “Copyright Holder”, represented by __________, acting ___ on the basis of ____________, on the one hand, and ______________, hereinafter referred to as the “User”, represented by ____________, acting ___ on the basis of ________, on the other hand, collectively referred to as the “Parties”, and individually, the “Party”, have entered into this agreement (hereinafter referred to as the Agreement) as follows.

1. THE SUBJECT OF THE AGREEMENT. GENERAL PROVISIONS

1.1. The Copyright Holder undertakes to grant the User the right to use in business activities the complex of exclusive rights owned by the Copyright Holder, named in clause 1.2 of the Agreement (hereinafter referred to as the Complex of Exclusive Rights, CIP), and the User undertakes to pay the Copyright Holder the remuneration stipulated by the Agreement.

1.2. The set of exclusive rights, the use of which is granted under the Agreement, includes the rights to:

- trademark (service mark) Copyright holder _____________________________________ (specify the type of trademark, the number of the trademark certificate and the date of its state registration, as well as the classes of the International Classification of Goods and Services for the registration of marks in respect of which the trademark is registered);

— ____________________ (the names of other results of intellectual activity and means of individualization are indicated, the exclusive rights to which are included in the CIP (for example, a commercial designation, a secret of production (know-how)), title documents (if any) for such objects, as well as their characteristics).

1.3. The right holder guarantees that he owns all exclusive rights to the results of intellectual activity and means of individualization included in the CIP.

1.4. The Agreement comes into force from the moment of its signing by the Parties and is valid until "____" _________ ____.

1.5. Granting the right to use the CIP in the business activities of the User is subject to state registration in Federal Service on intellectual property(hereinafter - Rospatent) .

Such registration (collection and filing required documents, payment of fees and other actions related to registration) (choose one)

— provided by the Copyright Holder.

— provided by the User.

— provided by both Parties, while the respective responsibilities between them are distributed as follows: _________________________.

Documents required for state registration of granting the right to use instrumentation must be submitted to Rospatent no later than "___" __________ _____.

2. PROCEDURE AND TERM OF USE

COMPLEX OF EXCLUSIVE RIGHTS

2.1. The user has the right to use the CIP in the following business activities: _________________________________ (indicate the area of business activity for the implementation of which the Agreement is concluded: sale and / or production of goods, performance of work, provision of services).

2.2. The Agreement involves the use of instrumentation, business reputation and commercial experience of the Copyright Holder as follows:

- trademark ____________________ (the scope, limits and ways of using the exclusive rights to a trademark (service mark) included in the CIP are indicated);

— ________________________________________________________ (the scope, limits and ways of using exclusive rights to other results of intellectual activity and means of individualization included in the CIP are indicated);

- business reputation ____________________________________________________;

— commercial experience ___________________________________________________.

2.3. The Copyright Holder, no later than "___" __________ _____, undertakes to provide the User with the following documentation necessary for the use of instrumentation, business reputation and commercial experience: _________________________________ and information: ___________________________________________________________.

2.4. Copyright holder (choose one)

— gives its consent to the User to conclude a commercial subconcession agreement (without additional receipt of written approval for each such fact) on the following conditions: _______________________________________________.

– does not give its consent to the User to conclude a commercial subconcession agreement.

— obliges the User to conclude commercial subconcession agreements on the following terms: ______________________________________________________.

2.5. The User has the right to use the Complex of Exclusive Rights in the following territory: ____________________ (the territory of use of the instrumentation is indicated, for example: “throughout the entire territory of the Russian Federation”).

2.6. The term for the use of instrumentation under the Agreement expires simultaneously with the expiration of the Agreement.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The right holder undertakes:

3.1.1. Do not provide third parties with similar instrumentation for their use in the territory assigned to the User and (or) refrain from their own similar activities in this territory.

3.1.2. Provide the User with ongoing technical and advisory assistance, including assistance in training and advanced training of its employees.

3.1.3. Control the quality of goods (works, services) produced (performed, rendered) User on the basis of the Agreement.

3.2. The user undertakes:

3.2.1. Do not enter into similar agreements with competitors (potential competitors) of the Copyright Holder.

3.2.2. Do not compete with the Copyright Holder in the territory covered by the Agreement in relation to business activities carried out by the User using the CIP.

3.2.3. Use the trademark in the course of the activities provided for by the Agreement (service mark) or other means of individualization of the Copyright Holder in the manner specified in the Agreement.

3.2.4. Ensure that the quality of the products produced (performed, rendered) them on the basis of the Contract of Goods (works, services) the quality of similar products ( works, services) produced (performed, rendered) directly by the copyright holder.

3.2.5. Comply with the instructions and instructions of the Copyright Holder aimed at ensuring that the nature, methods and conditions of use of the instrumentation are consistent with how it is used by the Copyright Holder, including instructions regarding the location, external and internal design of commercial premises intended for the use of the instrumentation.

3.2.6. Render to buyers (to customers) all additional services that they could count on when purchasing (ordering) product (work, service) directly from the Rightholder.

3.2.7. Do not disclose production secrets (know-how) of the Copyright Holder and other confidential commercial information received from him.

Confidential commercial information includes, in particular, the following information: ____________________________________.

The user undertakes to conclude non-disclosure agreements with his employees on such information.

3.2.8. Inform buyers (customers) in the most obvious way to them that he is using the TRC in accordance with the Treaty.

4. AMOUNT, TERMS AND PROCEDURE FOR PAYING REMUNERATION

4.1. The remuneration under the Agreement is set in the form (choose the required / possibly a combination of the specified forms of payment or the establishment of another form of payment of remuneration)

- a one-time (lump-sum) payment in the amount of _____ (__________) rubles, including VAT in the amount of _____ (__________) rubles.

— periodic payments (royalties) in the amount of _____ (__________) rubles, including VAT in the amount of _____ (__________) rubles, for each month of using the instrumentation during the term of the Agreement.

- deductions from proceeds in the amount of _____ (__________) percent of the amount of monthly income from the sale of goods (works, services), in the production of which the instrumentation received under the Contract was used.

4.2. Payment terms (select one)

— A one-time (lump-sum) payment is paid no later than __ (__________) working days from the date of conclusion of the Agreement.

— Periodic payments (royalties) are paid on ____ (________) of each month of using the CIP.

— Deductions from revenue are paid on ____ (________) of each month of using the instrumentation.

4.3. Interest on the amount of payment under the Agreement shall not be accrued or paid.

4.4. In the event of the termination of any exclusive right included in the CIP and the continuation of the Agreement in respect of a new similar exclusive right, the User has the right to demand a proportionate reduction in remuneration.

(if the KPI includes the right to a commercial designation)

In the event of a change in the commercial designation of the Copyright Holder and the continuation of the Agreement in relation to the new commercial designation of the Copyright Holder, the User has the right to demand a commensurate reduction in remuneration.

4.5. All settlements under the Agreement are made in a cashless manner by transferring funds to the current account specified in the Agreement (Article 10 of the Agreement).

4.6. The User's payment obligations are considered fulfilled on the date of transfer of funds to the correspondent account of the Rightholder's bank (it is possible to establish a different date for recognizing payment obligations as fulfilled).

5. RESPONSIBILITIES OF THE PARTIES

5.1. For violation of the terms of payment (clause 4.2 of the Agreement), the Copyright Holder has the right to require the User to pay a penalty (penalties) in the amount of _____ (____________) percent of the unpaid amount for each day of delay.

5.2. For violation of the deadlines for the transfer of documentation and information (clause 2.3 of the Agreement), the User has the right to demand from the Copyright Holder the payment of a penalty (penalties) in the amount of _____ (__________) rubles. for each day of delay.

5.3. For evading state registration of granting the right to use the CIP, the bona fide Party has the right to demand from the Party that committed such a violation, payment of a penalty (penalties) in the amount of _______________ (_______________) rubles. for each day of delay starting from the day following the last day of the period specified in clause 1.5 of the Agreement.

5.4. For disclosure of a production secret (know-how), which is part of the CIP, and other confidential commercial information specified in the Agreement, to third parties without the consent of the Copyright Holder, the User is obliged to compensate for the losses caused by such disclosure, as well as pay a fine in the amount of _____ (____________) rubles.

5.5. In all other cases, the Parties shall be liable in accordance with the legislation of the Russian Federation, including, but not limited to, the liability under Art. 1034 of the Civil Code of the Russian Federation.

6. FORCE MAJEURE (force majeure)

6.1. The Parties are released from liability for non-fulfillment or improper fulfillment of obligations under the Agreement, if proper fulfillment turned out to be impossible due to force majeure, that is, extraordinary and unavoidable circumstances under the given conditions, which are understood as: ____________________ (prohibitive government action, civil unrest, epidemics, blockades, embargoes, earthquakes, floods, fires or other natural disasters).

6.2. In the event of the occurrence of these circumstances, the Party is obliged to notify the other Party within ______ (_____________) business days.

6.3. Document issued by ____________________ (authorized government agency etc.), is sufficient confirmation of the existence and duration of force majeure circumstances.

6.4. If force majeure circumstances continue to operate for more than _____, then each Party has the right to withdraw from the Agreement unilaterally.

7. AMENDMENT AND EARLY TERMINATION OF THE AGREEMENT

7.1. All changes and additions to the Agreement are valid if made in writing and signed by both Parties.

Relevant additional agreements Parties are an integral part of the Agreement.

Amendments to the Agreement are subject to state registration with Rospatent.

7.2. The Agreement may be terminated early by agreement of the Parties or on the grounds and in the manner prescribed by the legislation of the Russian Federation.

Early termination of the Agreement is subject to state registration with Rospatent.

7.3. In the event of termination of the Agreement for any reason, the Parties have the right not to return to each other everything executed under it until the moment of its termination, unless otherwise provided by law (clause 4, article 453 of the Civil Code of the Russian Federation).

8. DISPUTES RESOLUTION

8.1. All disputes related to the conclusion, interpretation, execution and termination of the Agreement will be resolved by the Parties through negotiations.

8.2. In case of failure to reach an agreement during the negotiations specified in clause 8.1 of the Agreement, the Party concerned sends a claim in writing, signed by an authorized person.

Claims can be submitted in any of the following ways:

- by registered mail with acknowledgment of receipt;

— courier delivery. In this case, the fact of receipt of the claim must be confirmed by the receipt of the Party in its receipt. The receipt must contain the name of the document and the date of its receipt, as well as the surname, initials, position and signature of the person who received this document.

The claim entails civil legal consequences for the Party to which it was sent (hereinafter referred to as the addressee), from the moment the claim is delivered to the specified Party or its representative. Such consequences also arise when the claim was not delivered to the addressee due to circumstances depending on him.

The claim is considered delivered if it:

- received by the addressee, but due to circumstances depending on him, was not delivered or the addressee did not familiarize himself with it;

- delivered to the address indicated in the Unified State Register of Legal Entities or named by the addressee himself, even if he is not located at this address.

8.3. The claim must be accompanied by documents substantiating the claims made by the interested Party (if the other Party does not have them), and documents confirming the authority of the person who signed the claim. These documents are submitted in the form of duly certified copies. If the claim is sent without documents confirming the authority of the person who signed it, then it is considered not presented and is not subject to consideration.

8.4. The Party to which the claim is sent is obliged to consider the received claim and notify the Party concerned in writing of the results within ___ (_____) working days from the date of receipt of the claim.

8.5. In case of failure to resolve disagreements in the claim procedure, as well as in case of non-receipt of a response to the claim within the period specified in clause 8.4 of the Agreement, the dispute is referred to court of Arbitration at the location of the defendant in accordance with the legislation of the Russian Federation.

9. FINAL PROVISIONS

9.1. Unless otherwise provided by the Agreement, notices and other legal significant messages may be sent by the Parties by fax, email or by any other method of communication, provided that it allows to reliably establish from whom the message originated and to whom it is addressed.

9.2. The Agreement is made in triplicate, one for each of the Parties and for Rospatent.

9.3. Attached to the Agreement:

- a copy of the trademark certificate (service mark) N_____;

— ________________________________.

10. ADDRESSES, DETAILS AND SIGNATURES OF THE PARTIES

Owner User

The form of the document "Commercial concession agreement (franchising)" refers to the heading "Agreement of franchising, concession". Save a link to the document in social networks or download it to your computer.

Commercial concession agreement (franchising)

d. [place of conclusion of the contract] [day, month, year]

[Full name of the enterprise-owner] represented by [position, full name] acting on the basis of [name of the document confirming the authority to act on behalf of legal entity]. hereinafter referred to as the "User", on the other hand, and collectively referred to as the "Parties", have entered into this agreement as follows:

1. The Subject of the Agreement

1.1. Under this agreement, the Copyright Holder undertakes to provide the User, for a fee for the period specified in the contract, with the right to use in the User's business activities a set of exclusive rights belonging to the Copyright Holder, including the right to a trademark (service mark), commercial designation, production secret (know-how), [specify others objects of exclusive rights].

1.2. If the Copyright Holder changes the commercial designation included in the set of exclusive rights granted to the User under this agreement, this agreement continues to be valid in relation to the new commercial designation of the Copyright Holder, unless the User requires termination of the agreement and compensation for losses.

1.3. The user has the right to use a set of exclusive rights, business reputation and commercial experience of the Copyright Holder in the field of [sale of goods received from the copyright holder or produced by the user, carrying out other trading activities, performing works, providing services] in the territory of [insert as appropriate].

1.4. The Rightholder undertakes not to provide other persons with similar sets of exclusive rights for their use in the territory assigned to the User or to refrain from their own similar activities in the specified territory.

1.5. The User refuses to obtain similar rights under commercial concession agreements from competitors (potential competitors) of the Copyright Holder.

1.6. This contract is concluded for a period of [meaning] years.

2. Obligations of the parties

2.1. The right holder is obliged:

Transfer to the User technical and commercial documentation and provide other information necessary for the User to exercise the rights granted to him under this agreement;

Instruct the User and his employees on issues related to the exercise of these rights;

Ensure the state registration of this agreement;

Provide the user with ongoing technical and advisory assistance, including assistance in training and advanced training of employees;

Control the quality of [goods, works, services], [produced, performed, rendered] by the User on the basis of this agreement.

2.2. The user is obliged:

Use in the course of the activity stipulated by the agreement the commercial designation, trademark, service mark and other means of individualization of the Copyright Holder in the following ways [fill in as appropriate];

Ensure that the quality of [goods, works performed, services rendered by it] is consistent with the quality of similar [goods, works, services] [produced, performed, rendered] directly by the Copyright Holder;

Coordinate with the Copyright Holder the location of the commercial premises used in the exercise of the exclusive rights granted under the contract;

Comply with the instructions and instructions of the Copyright Holder aimed at ensuring that the nature, methods and conditions for using the complex of exclusive rights correspond to how it is used by the Copyright Holder, including instructions regarding the external and internal design of commercial premises used by the User in exercising the rights granted to him under this agreement;

Provide buyers (customers) with all additional services that they could count on when purchasing (ordering) a product (work, service) directly from the Copyright Holder;

Not to disclose production secrets (know-how) of the Copyright Holder and other confidential commercial information received from him;

Grant within [term] [number of persons] the right to use the complex of exclusive rights granted to him on the terms of subconcession;

Inform buyers (customers) in the most obvious way for them that he uses a commercial designation, trademark, service mark or other means of individualization by virtue of a commercial concession agreement.

3. Compensation of the right holder

3.1. The User pays the Copyright Holder a remuneration in the form of [fixed one-time or periodic payments, deductions from proceeds, mark-ups on the wholesale price of goods transferred by the Copyright Holder for resale, or in another form].

3.2. The amount of remuneration is [amount in figures and words] rubles per [month, year].

4. Liability of the parties

4.1. The Copyright Holder bears subsidiary responsibility for the requirements imposed on the user about the discrepancy between the quality of [goods, works, services] [sold, performed, rendered] by the User under this agreement.

4.2. According to the requirements for the User as a manufacturer of products (goods) of the Copyright Holder, the Copyright Holder shall be jointly and severally liable with the User.

4.3. The User bears subsidiary responsibility for the harm caused to the Copyright Holder by the actions of secondary users

5. Early termination of the contract

5.1. Either Party has the right to terminate this Agreement at any time by notifying the other Party six months in advance.

5.2. Early termination of this agreement is subject to state registration.

5.3. In the event of termination of the Right Holder's right to a trademark, service mark or commercial designation granted to the User under this Agreement, without replacing the terminated right with a new similar right, this Agreement shall be terminated.

5.4. When the Right Holder or User is declared insolvent (bankrupt), this Agreement shall terminate.

5.5. If during the validity period of this agreement the term of validity of the exclusive right, the use of which is granted under this agreement, expires, or such right is terminated for another reason, the agreement will remain in force, with the exception of the provisions relating to the terminated right, with a commensurate decrease in the remuneration due to the Copyright Holder.

5.6. In the event of termination of the exclusive right belonging to the Copyright Holder to a trademark (service mark) or commercial designation, this agreement is terminated.

6. Final provisions

6.1. The user, who duly performed his duties, has the right to conclude a contract for a new term on the same conditions after the expiration of the contract.

6.2. The transfer to another person of any exclusive right included in the complex of exclusive rights granted to the User is not a basis for changing or terminating this agreement.

6.3. All disputes and disagreements arising in connection with the execution of this agreement, the Parties will seek to resolve through business negotiations. In case of failure to reach an agreement between the Parties, the dispute is resolved in court.

6.4. This agreement is subject to state registration in federal body executive power on intellectual property.

6.5. This agreement comes into force from the moment of its registration.

6.6. This Agreement may be amended in the manner provided civil law RF.

6.7. Changes to the agreement are subject to state registration in the manner prescribed by paragraph 6.4 of this agreement.

6.8. This agreement is made in triplicate, having equal legal force, one of which is kept in the files of [name of the registering authority], and the rest are issued to the Parties.

6.9. In everything that is not provided for by this agreement, the Parties are guided by the current legislation of the Russian Federation.

7. Details and signatures of the parties

Owner User

[fill in] [fill in]

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