Sample. Sample contract of commercial concession (franchising)

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?

Error 1

Confused 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.

Service contract: what mistakes to watch out for

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 time 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 violation of 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 the 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 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). 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.

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 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.

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.

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.

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 6

The 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

To work under a franchise, you need to check the copyright for a trademark, 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,

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.

Service contract: what mistakes to watch out for

Error 1Confused in terms

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 3The 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.

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.

“With the help of a franchise, we doubled the flow of customers”: company case

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.

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.

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 6The 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

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 [selling 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];

To ensure that the quality of [goods, works, 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 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 set of exclusive rights are consistent with 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 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 to a trademark (service mark) or commercial designation belonging to the Copyright Holder, 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 set 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 branch for 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]

It is no secret that office work has a negative impact on both the physical and mental state of the employee. There are quite a lot of facts confirming both.

commercial concession (franchising)

______________ "___" ___________ ____

_____________________________________________________________,

(name of the enterprise - copyright holder)

hereinafter referred to as "Copyright Holder", represented by _________________

(position, full name)

(Charter, regulations)

on the one hand, and ______________________________________________,

(name of the enterprise - user)

hereinafter referred to as __ "User", represented by ____________________

_________________________________________________________________,

(position, full name)

acting on the basis _______________________________________,

(Charter, regulations)

on the other hand, have concluded the present agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. According to this agreement, 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 exclusive rights belonging to the Copyright Holder, namely: the right to the trade name and commercial designation of the Copyright Holder, to protected commercial information, to a trademark and a service mark.

1.2. The user has the right to use the owned

To the right holder a set of exclusive rights to __________________

(specify territory)

1.3. Validity of this agreement: ____________.

1.4. The remuneration for the use of a set of exclusive rights is: _________ and is paid 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, etc.) within the following terms: ___________.

2. OBLIGATIONS OF THE PARTIES

2.1. The right holder is obliged:

a) transfer to the User technical and commercial documentation, 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;

b) issue to the User within the following terms: __________ the following licenses: _________, ensuring their execution in the prescribed manner;

c) ensure the registration of this agreement in the prescribed manner;

d) provide the User with ongoing technical and advisory assistance, including assistance in training and advanced training of employees;

e) control the quality of goods (works, services) produced (performed, rendered) by the User on the basis of this agreement;

f) 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 in accordance with clause 1.2 of this agreement, and also to refrain from their own similar activities in this territory.

2.2. Taking into account the nature and characteristics of the activities carried out by the User under this agreement, the User undertakes:

a) use in the implementation of the activities provided for by this agreement the trade name, commercial designation of the Copyright Holder, other rights as follows: ___________;

b) 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;

c) 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 location, external and internal design of commercial premises used by the User in the exercise of the rights granted to him under a contract of rights;

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

e) not to disclose production secrets of the Copyright Holder and other confidential commercial information received from him;

f) grant the following number of sub-concessions: ___________;

g) 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;

h) refuse to obtain similar rights under commercial concession agreements from competitors (potential competitors) of the Copyright Holder.

3. RESPONSIBILITY OF THE RIGHT HOLDER ON REQUIREMENTS,

AS SUPPLIED TO THE USER

3.1. 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.

3.2. 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. RIGHT OF THE USER TO ENTER THIS AGREEMENT

FOR A NEW TERM

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

4.2. 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.

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 is obliged to offer the User to conclude a new agreement or compensate for the losses incurred by him. When concluding a new agreement, its terms must be no less favorable for the User than the terms of this agreement.

5. VALIDITY OF THE CONTRACT

5.1. This agreement comes into force from the moment of its signing and is valid for the period specified in clause 1.3 of this agreement.

5.2. The transfer to another person of any exclusive right specified in clause 1.1 of this agreement is not a basis for changing or terminating the agreement. The new copyright holder becomes a party to this agreement in terms of the rights and obligations relating to the transferred exclusive right.

5.3. If during the period of validity of this agreement the term of validity of the exclusive right, the use of which is granted under this agreement, has expired, or such right has ceased for another reason, this agreement shall continue to be valid, with the exception of the provisions relating to the terminated right.

5.4. This agreement terminates in the event of:

5.4.1. Expiration of the period specified in clause 1.3 of this agreement.

5.4.2. Announcement of the Copyright Holder or User as insolvent (bankrupt).

5.4.3. Termination of the rights belonging to the Copyright Holder to a company name or commercial designation without replacing them with new similar rights.

5.4.4. In other cases provided by law.

5.5. The User has the right to demand termination of the agreement and compensation for losses in the event that the Copyright Holder changes its company name or commercial designation, the rights to use which are included in the set of exclusive rights specified in clause 1.1 of this agreement.

In the event that the User does not require termination of this agreement, the agreement is valid in relation to the new company name or commercial designation of the Copyright Holder.

6. FINAL PROVISIONS

6.1. This agreement is subject to registration in ________________

_________________________________________________________________.

(territorial body of the Federal Tax Service of Russia, which carried out the registration

legal entity acting under the contract as

Rightholder or User if the Rightholder

registered as a legal entity in a foreign

state)

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

6.3. This agreement is made in _______ copies of equal legal force, one for each of the parties.

7. ADDRESSES AND BANKING DETAILS OF THE PARTIES:

__________________________________________________________________

User: ________________________________________________

__________________________________________________________________

SIGNATURES OF THE PARTIES:

__________________________ __________________________

for store franchise 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. DEFINITIONS AND CONCEPTS USED IN THIS AGREEMENT

1.1. Effective date of the User's rights means the day when the User first opens the Store for activities under this Agreement (for the sale of Goods and the access of visitors), subject to the registration of this Agreement in accordance with the current legislation of the Russian Federation. Until that moment, the User is not entitled to use the Trademark.

1.2. Trade software means any equipment intended for trade, including signs, logos and other similar equipment for the conduct of activities by the User and provided by the Copyright Holder.

1.3. System means the system of equipping, equipment of the Store (including the development and use of computer software and hardware, but not limited to them), placement, trade, promotion of the Goods.

1.4. Product means the products supplied by the Copyright Holder to the User, which are intended for sale (trade) in the Store.

1.5. Inventory means all Products for sale in the Store.

1.6. Score means a company store "", equipped in accordance with the requirements of the Copyright Holder, based on the company's design and architectural project The right holder where the User conducts his business. The location and opening schedules of other Stores are agreed by the Parties in the Additional Agreements to this Agreement and come into force from the moment of state registration. The list of Stores is contained in (Appendix No. 4) to this Agreement.

1.7. Reconstruction means necessary work, to be carried out in order to repair and decorate the Store in a style acceptable to the Copyright Holder in accordance with the discretion and trade policy of the latter.

1.8. A uniform means the official work clothes of the User's sellers agreed with the Copyright Holder, which is used while working in the Store.

1.9. Trademark- designations that serve to individualize the goods specified in (Appendix No. 1) to this Agreement.

1.10. Use of Trademark- means the sale of the Goods, its use in advertising and on signs.

2. SUBJECT OF THIS AGREEMENT. TRADEMARK AND RIGHTS ON IT

2.1. In accordance with this Agreement, the Copyright Holder, for a fee, undertakes to provide the User with the right to use the Trademark User in the business activity, business reputation and commercial experience in full.

2.2. The subject of this Agreement does not include the granting of the right to manufacture the Goods with the Trademark "", as well as other actions with the Goods and Commodity stocks.

2.3. Copies of the relevant Certificates for Trademarks (hereinafter referred to as the Certificates) are attached to this Agreement.

2.4. Use applies only to the territory of the Stores agreed with the Copyright Holder.

3. REGISTRATION OF THIS AGREEMENT

3.1. The Copyright Holder and the User or, on behalf of the Copyright Holder, only the User undertake to register this Agreement in accordance with the current legislation of the Russian Federation.

3.2. All costs associated with the registration of this Agreement shall be borne by the User.

4. REMUNERATION TO THE RIGHT HOLDER FOR THE GRANT OF NON-EXCLUSIVE RIGHTS TO A TRADEMARK

4.1. The parties establish that when concluding this Agreement, the parties proceed from the fact that the additional benefit received by the Copyright Holder in accordance with this Agreement is the expansion of the network of stores on the basis of the agreed Store Opening Schedule (Appendix No. 4).

5. QUALIFICATION OF EMPLOYEES

5.1. The Rightholder provides the User with the information and educational materials to manage the activities of the Store.

6. PREREQUISITES

6.1. The User is obliged to provide the Store for Reconstruction within a reasonable time, as well as to carry out the Reconstruction of the first Store within days from the date of signing by the Parties of this Agreement. Reconstruction and opening of subsequent Stores is carried out within days from the date of agreement with the Copyright Holder of the opening of the Store. In case of violation of the terms for opening the store, the Copyright Holder has the right to terminate the contract unilaterally.

6.2. On the Effective Day of the User's rights (for each Store), the Parties must meet the following conditions (hereinafter referred to as the Opening Conditions):

6.2.1. Availability of all licenses, permits and other binding documents required in accordance with the current legislation of the Russian Federation for the operation of the Store under the Trademark of the Copyright Holder.

6.2.2. Implementation of the Reconstruction of the store in accordance with the design project approved by the Copyright Holder. The store must be ready for visitors to access and trade in Goods.

6.2.3. Validity (entry into force) of this Agreement.

6.3. In the event that the Opening Conditions are not met, the User does not have the right to start activities in the Store until they are fully met.

6.4. In the event that the User is unable to open the Store (each specific) for operation within days from the day when all training and certification are completed, this Agreement may be terminated by the Copyright Holder unilaterally (out of court) in part of this Store or in in general (clause 3, article 450 of the Civil Code of the Russian Federation). The User returns everything received from the Copyright Holder during the Reconstruction and training and compensates for all costs and losses of the Copyright Holder.

7. RIGHTS AND OBLIGATIONS OF THE RIGHT HOLDER

In accordance with this Agreement, the Copyright Holder:

7.1. Provides the User with all necessary documentation, information and recommendations relating to the conduct of activities under its Trademark.

7.2. Presents to the User design projects of the interior and facade of the Store. The Copyright Holder may, in cases where he considers it necessary, advise and assist the User in the implementation of the Reconstruction.

7.3. Grants the right to use the Trademark to the extent specified in clause 2.1 of this Agreement. All rights of the User to use the Trademark are canceled after the termination or early termination of this Agreement.

7.4. Grants the right to use the Trademark for advertising and printed materials agreed with the Copyright Holder. The advertising campaign of the User is subject to approval by the Copyright Holder. All advertising materials must be approved by the Copyright Holder prior to publication, broadcast or other distribution.

7.5. The right to quarterly send its employees to the Store for periodic training, change and reorganization of the process of trading in Goods in the Store.

7.6. Offers and teaches manager User on reporting and control systems.

7.7. If necessary and at his own request, he supplies advertising and information boards with product samples for all new collections and batches of the Goods. The User is obliged to return them to the Copyright Holder at the end of the period agreed by the Parties; does not have the right to copy them, and is obliged to exclude their use by third parties.

7.8. Coordinates with the User the placement of appropriate orders for the Goods, in accordance with clause 8.17 of this Agreement.

7.9. Gives instructions, prepares and coordinates measures to stimulate the sale of the Goods in accordance with the system of discounts and discounts in force at the Copyright Holder. The Rightholder establishes the pricing policy for the Goods. The User follows a unified pricing system in stores "", applies a system of benefits, discounts and discounts, and also participates in other discount promotions organized and applied by the Copyright Holder.

7.10. The parties have established that the User undertakes to coordinate with the Copyright Holder a system of benefits, discounts and discounts, as well as participation in other discount promotions established and applied by the Copyright Holder, when conducting federal advertising campaigns. Losses incurred by the Recipient as a result of discount (lower markup) promotions, lost profits of the Recipient may be reimbursed by the Copyright Holder by offsetting the amount received as a result of the inventory carried out at the end of the promotion against subsequent deliveries.

8. RIGHTS AND OBLIGATIONS OF THE USER

In accordance with this Agreement, the User:

8.1. Performs the Reconstruction of the Store at its own expense in accordance with the design documentation of the Copyright Holder. At the same time, the User independently coordinates all redevelopment (refurbishment) of the premises of the Stores with authorized bodies, and also obtains the right to trade in the Stores.

8.2. Redeems Trade equipment in the quantity and nomenclature corresponding to the standards of the Copyright Holder. From the moment the Agreement expires, the Copyright Holder is obliged to dismantle the elements corporate identity from equipment.

8.3. Guarantees the existence of ownership or other permanent real rights to the Store, which will be retained by him for a certain period of time, and will not allow restrictions or other interference of third parties in the activities of the User in accordance with this Agreement.

8.4. Performs any necessary procedures and obtains all relevant permits and licenses for the reconstruction of the Store and the sale of the Goods in it.

8.5. Sells in the Store only the Goods supplied to the User by the Copyright Holder on the basis of a separate supply agreement (Appendix No. 3), which is further an agreed form of the contract for the supply of the Goods, as well as related products as agreed with the Copyright Holder.

8.6. Conducts trading activities in the Store, using exclusively the packaging and other accessories of the Copyright Holder with the appropriate logos. The User at his own expense acquires the specified fittings of the Copyright Holder. The User is obliged to use the hangers of the Copyright Holder, which must be purchased at the expense of the User.

8.7. It is obliged to comply with the working hours and working days agreed with the Copyright Holder, as well as other conditions of trade in the Stores specified in (Appendix No. 5) to this Agreement.

8.8. In the course of carrying out trading activities in the Store, does not enter into relations with third parties on behalf of the Copyright Holder and does not bind the Copyright Holder with contractual obligations to third parties.

8.9. Provides all its sales personnel with Uniforms at its own expense in accordance with the Rules of the Copyright Holder.

8.10. Forms a client database and provides the Copyright Holder with such information on a quarterly basis.

8.11. Provides the Copyright Holder with monthly reports on sales and balances in the form approved by the Parties.

8.12. Sends its sales staff to the Copyright Holder's periodic seminars at its own expense and pays for travel and other related expenses, including transportation, accommodation, meals, per diems, etc.

8.13. Responsible for compliance with health and safety standards fire safety and occupational safety in the implementation of trading activities in the Stores, and also maintains the Stores in the proper manner in accordance with (Appendix No. 5) to this Agreement and in accordance with the requirements of the Copyright Holder.

8.14. Conducts trading activities in the Stores in strict accordance with the rules of the Copyright Holder (Appendix No. 5).

8.15. The User is solely responsible to third parties in accordance with the Law of the Russian Federation "On the Protection of Consumer Rights" and other current legislation of the Russian Federation, and also independently bears other risks and liability in accordance with the current legislation of the Russian Federation associated with the implementation of trading activities in the Stores.

8.17. Procures a wide range of Goods from each individual collection of the Rightholder's goods, which will be pre-approved by the Rightholder. This assortment is based on the size of the Store and other information. Delivery of Goods is carried out only on the basis of a supply contract (Appendix No. 3).

8.18. The parties have established that the minimum amount Inventory in accordance with the calculated indicators agreed by the Parties, amounts to rubles in the prices of the Copyright Holder (including VAT).

8.19. Ensures the confidentiality of all information received from the Copyright Holder.

8.20. Brings to the attention of the User's customers that the ownership of the Trademark belongs to the Copyright Holder.

8.21. The user is obliged to carry out an annual local (within locality where the Store is located) an advertising campaign of the Goods in the amount of at least rubles per year.

8.22. Ensures that its employees are prohibited from selling Goods or other activities in the Store selling Goods (and related to it), after completing the appropriate training when opening the store. During the current work, the User must independently conduct certification of new employees and report the results to the Copyright Holder.

8.23. At any time, at the discretion of the Copyright Holder, provides the latter with the opportunity to check any aspects of the User's activities covered by this Agreement, including, but not limited to:

8.23.1. Compliance of the User's activities with the rules specified in Appendix No. 6 to this Agreement.

8.23.2. Compliance with the design of the facade and interior of the Stores.

8.23.3. Performance by the User of obligations in accordance with Section 8 of this Agreement.

8.24. The Parties establish that the quality of the User's goods will not be lower than the quality of the Rights Holder's goods. The right holder exercises control over the fulfillment of this condition.

8.25. The Parties establish that the User undertakes to agree on the price of the goods with the Copyright Holder, has the right to apply a system of benefits, discounts and discounts, as well as participate in other discount promotions established and applied by the Copyright Holder.

8.26. The user undertakes not to disclose the production secrets (know-how) of the copyright holder and other confidential commercial information received from him.

9. SUPPLY OF THE GOODS BY THE RIGHT HOLDER TO THE USER

9.1. The delivery of the Goods is carried out by the Copyright Holder to the User on the basis of a supply contract (Appendix No. 3), which is further an agreed form of the contract for the supply of the Goods.

9.2. The Rightholder analyzes the Applications and has the right, by agreement of the parties, to make changes and change the assortment, nomenclature and quantity of the Goods.

9.3. The User guarantees the constant availability in the Stores of the Right Holder's goods of all styles, sizes and in sufficient quantity for normal trading activities in the Store (in accordance with Appendix No. 5).

9.4. The Parties establish that, unless otherwise provided in the supply agreement in relation to specific consignments of the Goods, the User makes a 100% prepayment for the Goods of the Copyright Holder by transfer Money to the bank account of the Copyright Holder.

10. TERM OF THE CONTRACT

10.1. This Agreement is concluded for a period of one (years) from the date of its registration. The Parties establish that they apply this Agreement to the relations of the Parties arising from the date of its entry into force (its conclusion) in relation to provisions not related to the use of the Trademark.

11. TERMINATION

11.1. This Agreement is terminated in the following cases:

11.1.1. By agreement of the Parties.

11.1.2. Out of court by the Copyright Holder at any time as a result of the User’s unilateral refusal to fulfill the terms of the Agreement (clause 3 of Article 450 of the Civil Code of the Russian Federation), including, but not limited to, if the User terminates its commercial activity, violates any of its duty or obligations specified in this Agreement and the Payment Agreement, and also refuses to compensate the Copyright Holder for its losses and losses under this Agreement or pay a penalty or other penalty. In this case, the Parties establish that the Agreement is considered terminated (regardless of the registration of such termination) from the moment the User receives the notice of termination from the Copyright Holder, but in any case on the day from the moment the Copyright Holder sends such notice to the User. The paid remuneration for the right to use the Trademark qualifies as a penalty, which the Copyright Holder withholds for improper performance of obligations under this Agreement.

11.2. Upon expiration or termination of this agreement for other reasons, the User undertakes:

11.2.1. Stop using the Complex of exclusive rights transferred under this agreement.

11.2.2. Immediately stop servicing consumers in the Company.

11.2.3. Within days, remove signboards, including the Brand Signboard, posters, inscriptions, structures and advertising design, which may indicate the existence of a contractual relationship between the Parties.

11.2.4. Within days, return to the Copyright Holder all documents received during the term of this agreement, including their photocopies and other material media.

11.2.5. Within days, return at its own expense to the Copyright Holder or the person indicated by him all unused items that are marked or otherwise marked with the Marks of the Copyright Holder / Copyright Holder or, at the request of the Copyright Holder, destroy them with drawing up an act that indicates the names and number of destroyed items.

11.2.6. At the request of the Copyright Holder, perform all actions and prepare all Required documents on the termination of the use of the Complex of Exclusive Rights, as well as to prepare and transfer to the Copyright Holder all the necessary documents related to the termination of this agreement.

11.2.7. Do not use in your further business activities the exclusive rights belonging to the Copyright Holder, and also do not create an imitation of the Marks of the Copyright Holder.

11.2.8. Within days, provide the Copyright Holder with information in writing on the quantity and assortment, as well as retail prices located at the Enterprise (including warehouses) unsold Products. The Copyright Holder has the pre-emptive right to redeem the specified Products from the User at a price wholesale supply(purchases) at a discount of at least %.

11.3. If the Copyright Holder intends to exercise its pre-emptive right to buy back the Products not sold by the User in accordance with clause 11.2.8 of this agreement, the Copyright Holder is obliged to notify the User in writing no later than days from the date of receipt from the User of the information specified in clause 11.2.8 of this agreement . If the User does not receive the specified notification from the Copyright Holder in fixed time, the User has the right to dispose of the unsold Products at his own discretion, subject to the requirements not to compete with the Copyright Holder in the Territory in relation to the business activities carried out by the User using the Complex of Exclusive Rights of this Agreement.

11.4. The Rightholder has the pre-emptive right to buy the equipment installed in the Company from the User at the price of delivery, minus depreciation. If the Copyright Holder intends to exercise the specified right, the Copyright Holder is obliged to notify the User in writing no later than days from the date of expiration or termination of this agreement for other reasons and redeem the equipment no later than a banking day from the moment the User receives the said notification.

11.5. Termination of this agreement entails automatic termination of the agreement for the supply of Products, concluded by the User with the Copyright Holder.

11.6. Any provision of this agreement that establishes the obligations of the Parties after the termination/termination or expiration of this agreement shall be terminated solely by the fulfillment by the Parties of the obligations contained in the relevant provision and is not due to the termination of other provisions of this agreement.

11.7. Termination of this Agreement does not release the User from the obligation to pay for the Goods supplied by the Copyright Holder in a timely manner, to pay within banking days all amounts due to the Copyright Holder, pay penalties, fines and indemnify losses, as well as fulfill other obligations to the Copyright Holder.

12. RESPONSIBILITIES OF THE PARTIES

12.1. The User bears the risks associated with accidental loss and damage to the Stores, Goods (from the date confirming receipt of the goods) and Commercial Equipment.

12.2. The User shall reimburse any damages caused to the property or rights of the Copyright Holder, which should not be considered as a limitation of any other right of the Copyright Holder to receive compensation, which he can use in accordance with the current legislation of the Russian Federation.

12.3. In case of repeated violation of the terms of the contract described in Chapter 8 of this contract, the Copyright Holder has the right to revise the terms of the supply contract in terms of price changes (Chapter 5 of the Supply Contract (Appendix No. 3).

13. FORCE MAJEURE

13.1. For the period of force majeure, the Parties are released from liability for failure to fulfill their obligations under this Agreement to the extent that such failure is directly due to force majeure circumstances that prevent the Parties from fulfilling their obligations under the Agreement. At the same time, the Parties acknowledge that force majeure circumstances include extraordinary and unavoidable events recognized as force majeure circumstances by the current legislation of the Russian Federation that prevent the Parties from fulfilling their obligations under this Agreement. The Party declaring the action of force majeure is obliged to immediately, but not later than within calendar days after the occurrence of such circumstances, notify the other Party in writing. Such a notice must contain information about the nature of the force majeure circumstances, the timing of their occurrence and validity. In addition, such a message must be accompanied by an official document of the relevant state or other (depending on the specific circumstances) authority confirming the fact of force majeure.

14. NOTICES

14.1. Unless otherwise specified in this Agreement, any notice or communication required to be sent under this Agreement to the other Party must be sent by registered mail, delivered personally, by courier or sent by facsimile to the address of the other Party, which is indicated below: .

15. CONCESSION

15.1. Under no circumstances does the User sell the Store, the Goods and does not assign the rights of commercial concession under this Agreement (clause 2.1 of this Agreement) to third parties, except when the User has received the prior written consent of the Copyright Holder.

16. COPIES

16.1. This Agreement is made in triplicate in Russian, having the same legal force. All applications and additional agreements to this Agreement are its integral parts.

16.2. Any changes and additions to this Agreement are valid if they are made in writing and signed by duly authorized representatives of the Parties.

17. GOVERNING LAW AND DISPUTES

17.1. This Agreement is governed by and construed in accordance with the current legislation of the Russian Federation.

17.1.1. If any of the provisions of this agreement is or becomes illegal, provided that its existence does not affect the legal force of this agreement as a whole. The Parties undertake to enter into negotiations with a view to making the necessary changes to the relevant provision of this agreement in such a way as to ensure its legal force and, to the extent possible, reflect the original intention of the Parties in this agreement.

17.2. Any disputes, disagreements or claims of the Parties arising in connection with this Agreement or its violation, termination or invalidity, the Parties shall try to resolve through negotiations. If the Parties cannot resolve such disputes, controversies or claims by agreement, the Parties hereby unconditionally and unconditionally agree that such disputes, controversies or claims are finally resolved in court in Arbitration Court in accordance with the current legislation of the Russian Federation.

18. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

Copyright holder

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

19. SIGNATURES OF THE PARTIES

User _________________

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