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6.9.4 RESEARCH AND DEVELOPMENT AGREEMENT TEMPLATE

AGREEMENT DATED:[ ]200[ ]

PARTIES:
“THE COMPANY”: [Name] of [address]; and
“THE RESEARCHER”: [Name] of [address].

INTRODUCTION:

A. The Researcher is a [insert details] [company/entity/organisation] engaged in [details]
and the Company is a United Kingdom registered [company/charity/organisation]
engaged in [details].

B. The Researcher has the research capability and experience to carry out research
regarding [details] for or in connection with the development of [details] as set out in
the document entitled [specify document], provided to the Researcher.

C. The Researcher wishes to carry out and the Company wishes to appoint the Researcher
[to carry out, provide and perform certain research and development services specified
in [ ] on the terms but subject to the conditions of this Agreement].

D. The Company is willing to enter into this Agreement in connection with such research,
development and funding on the condition that it obtains the [sole] [specified] benefit
of the results of the research and development.

E. The parties have agreed subject to the terms of this Agreement to regulate the research
and development services as set out in this Agreement and in the Schedule to this
Agreement.

OPERATIVE PROVISIONS:

Definitions and Interpretation
1. A number of words used in this Agreement which have special meanings begin with a

capital letter. The meanings of such specially defined words are set out at the end of this
Agreement unless where defined in the body of the Agreement.

Research Project
2. The Researcher agrees to carry out the Research on the terms and subject to the

conditions of this Agreement.
3. The parties agree that the scope of the Research and services to be provided or

carried out shall not be varied without the agreement in writing of both parties.
4. The parties acknowledge and agree that the Research shall not extend to and will not

include any research or work relating to [insert details].

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5. In the event that the parties agree to any extension of the scope of the Research, they
shall use their respective best endeavours to agree a mutually acceptable increase in
the relevant fees and expenses to reflect any such expansion and work or costs
necessary to achieve the required results.

Research Project Management
6. The [Researcher] shall be responsible for managing the Research and shall comply

with the following provisions in relation to its obligations to the Company.
7. The Researcher shall report periodically to the Company on the progress of the

Research including upon delivery of each quarterly invoice as specified in this
Agreement.
8. The parties will discuss the progress report and progress of the Research from time to
time and will arrange for their respective representatives to meet regularly at least
once every [ ] on a mutually convenient time, date or location during the Term of
this Agreement.
9. In the event that the parties are unable to agree a mutually acceptable date, time or
location, the parties agree that they shall meet on [date] at [time] p.m. at the offices
of [place] on each occasion.
10. The costs of any such meeting of representatives shall be the responsibility of the
Company, and accordingly the Researcher and any representatives shall be entitled to
be reimbursed the costs associated with attending meetings held at the specified
location.
11. A final written report setting out:
a. comprehensive statement of the work done;
b. the results accomplished;
c. the evaluation of the work and results;
d. the required recommendations;
e. any outstanding matters;
f. any outstanding costs and expenses;
g. any other relevant matter;
shall be sent to the Company on the Expiry Date
12. The parties agree that the Research shall be carried out at [insert place].
13. The Researcher undertakes that it shall ensure that the Research is carried out with
due care and skill by appropriately qualified or experienced [full time] employees.
14. No consultant or other third party shall be engaged in the Research without the prior
written consent of the Company.
15. The Researcher undertakes that the Research shall at all times during the Term, be
carried out in suitable research environment with the use of adequate, appropriate
equipment and facilities.
16. Each party shall appoint a representative acceptable to the other in connection with
the Research. The representatives shall consult from time to time on the progress of
the Research and be entitled to attend meetings or participate in the management of
the Research.
17. Subject to the provisions of this Agreement, the parties shall alter the scope of the
Research (insofar as still within the Researcher’s area of expertise) if in the Company’s
reasonable opinion insufficient or unsatisfactory progress is being made with respect
to the Research.

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18. An alteration shall not be made to the Research if it would result in a significant
additional cost to the Researcher or put the Researcher in breach of other legal or
contract obligations to a third party.

Funding Arrangements
19. The Company agrees to fund the Research in the total sum of [£ ], which shall be

payable as set out below and in the [payment Schedule.]
20. The sums payable under this Agreement shall be payable quarterly in advance.
21. The quarterly advance payments shall be made on [date] or the next working day.
22. The payments shall be made following receipt of a due invoice from the Researcher

provided that such invoice is accompanied by the schedule of progress and update
required as set out in [ ].
23. No payment shall be made by the Company (and the Company shall not be obliged to
make any other payments under this Agreement) unless and until it is satisfied with
the progress, update and work carried out to the date of the invoice in respect of the
Research.

Confidentiality
24. Each party undertakes (on behalf of itself and its directors and employees) to the other

to treat as secret and confidential all information of a confidential nature relating to the
other party’s business and not without the prior written consent of the other:
(i) to disclose or permit the disclosure of any unpublished information [(including

information, documents or materials supplied by the other party as part of the
Research materials or otherwise obtained as a result of this Agreement or the
implementation concerning the affairs of the other party to any person not
otherwise authorised to receive such information)]; and
(ii) to use (other than as expressly provided in this Agreement or agreed between
the parties) any such material as is mentioned in this clause or any trade secret
or confidential information embodied therein for its own or another’s
advantage at any time during or after the termination of this Agreement.
25. The obligation of non-disclosure set out in clause [24] above, shall not apply to
confidential information which is in the public domain (other than due to the
unauthorised disclosure in question), which is required to be disclosed by law or any
regulatory authority to which either party is bound to comply, which was lawfully already
in the possession of the receiving party before it was disclosed, or was lawfully acquired
thereafter from a third party who was not to the recipient’s knowledge prevented from
disclosing the same.
26. The Researcher shall take all reasonably practicable measures to secure all Research
information and materials. Except with the Company’s prior written agreement, the
Researcher shall not disclose to any third party any information obtained from any
Research document or correspondence marked “Confidential” or related to the
Research.
27. The obligation in this clause relating to non-disclosure shall remain in force and shall
survive this Agreement for a period of [five (5)] years from the date of termination
unless overridden by law or contract.

Research Publication Rights

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28. The Company acknowledges and recognises the Researcher’s rights (notwithstanding
any provision to the contrary) to use and publish papers containing details of results of
the Research in professional or academic publications provided that a copy of the
proposed publication is first provided to the Company at least [ ] months prior to
publication.

Intellectual Property
29. The [specify party] shall [own the entire right] [have the right] to [exploit the results of

the Research].
30. All right, title and interest to all patentable inventions (other than Research materials)

made by the Researcher pertaining to [insert details], whether made before the
Commencement Date or such as may be made during the Term in the course of
performing the Research services, (together with all application rights) shall be owned
by [specify party].
31. The [specify party] shall own the [entire] right to and interest in confidential
information in the form of technical know-how and Research data resulting from the
performance of the Research but excluding Research materials.
32. Research materials shall become the property of the [specify party] and shall be
transferred to it by the [specify party] as soon as they become available.
33. The [specify party] agrees to grant the [specify party] a [non-]exclusive paid-up
royalty-free [limited] licence and the right to use and grant sub-licences to [specified
third parties] in respect of the rights detailed in [insert document or section].

Exploitation

34. The parties acknowledge and agree that from the Expiry Date until [ ], the [

] shall have the right to manufacture, sell or otherwise commercialise any product

described set out in [ ].

35. The Researcher shall have an option to [ ] in connection with [ ].

Termination
36. This Agreement shall terminate at the end of the Expiry Period or as otherwise

provided in this Agreement;
37. Either party may terminate this Agreement forthwith by notice in writing to the other

party if the other party:
(i) commits a material breach of this Agreement, which in the case of a breach

capable of remedy shall not have been remedied within [thirty (30)] days of
receipt by the other party of a notice from the non-defaulting party specifying
the breach and requiring it to be remedied; or
(ii) is unable to pay its debts or enters into compulsory or voluntary liquidation
(other than for the purpose of effecting a reconstruction or amalgamation in
such manner that the company resulting from such reconstruction or
amalgamation if a different legal entity shall agree to be bound by or assume
the obligations of the defaulting party under this Agreement) or compounds
with or convenes a meeting with its creditors or has a receiver or manager or
administrator or administrative receiver appointed over its assets or ceases for
any reason to carry on business or seeks or suffers any similar action which in
the opinion of the non-defaulting party means that the defaulting party may be

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unable to pay its debts;
(iii) is consistently late in making payment due to the non-defaulting party; or
(iv) is subject to a change of control. For the purposes of this clause “change of

control” shall be defined by reference to section 416 of the Income and
Corporation Taxes Act 1988.

Miscellaneous
38. If any term of this Agreement or its application is judicially or otherwise held invalid or

unenforceable, or if the parties mutually agree in writing to any variation or revision of
this Agreement, the remainder of this Agreement and its application shall not be
affected and this Agreement shall remain in full force and effect.
39. Nothing in this Agreement shall constitute a partnership between the parties or deem
a relationship of employment or agency as between them.
40. Neither party may assign its rights or obligations under this Agreement in whole or in
part without the other party’s prior written approval.
41. No variation or amendment of or addition to this Agreement shall be binding on a
party except where that party has agreed expressly in writing to be so bound.
42. Any notice given under this Agreement shall be in writing, either delivered personally
at or posted to the address of the office or registered office of the relevant party.
Termination notice by post shall be sent by recorded delivery or registered first class
post.
43. No failure by a party to exercise, and no delay in exercising, any right, power or
privilege under this Agreement shall operate as a waiver nor shall any single or partial
exercise of any right, power or privilege preclude any further exercise of it or the
exercise of any other right, power or privilege.
44. The rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.
45. This Agreement or any matters relating to it may be subject to regulations relating to
competition or block exemptions, and accordingly the parties agree to use their
respective best endeavours to deal with any matters relating to such regulation to
ensure the enforceability and legality of this Agreement and its provisions.
46. This Agreement constitutes the entire agreement and full understanding of the parties
as relates to its subject matter.

INTERPRETATION AND DEFINITIONS:

The following terms shall have the following meanings (whether used in the singular or

plural):

“Commencement Date” means [ ].

“Control” (in the case of any corporation or limited liability company) means direct or

indirect ownership of at least 50% of the voting shares or otherwise direct or indirect

ownership of at least 50% of the equity power and interest with the power to direct

the management of such entity.

“Expiry Date” means [ ].

“Research” means research and development carried out during the Term relating to [

] as described in [ ] and excluding [ ].

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“Term” means the period beginning on the Commencement Date and ending on the
Expiry Date or on any other date on which this Agreement may be terminated in
accordance with its provisions.

SIGNED by the parties on the date at the top of this Agreement.

SCHEDULE

• Details of Research
• Research Materials
• Products

SIGNED ……………………………………

[a duly authorised officer for and on

behalf of [ ]]

[in the presence of:]

SIGNED by ……………………………………

[a duly authorised officer for and on

behalf of [ ]]

[in the presence of:]

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6.9.5 LICENSING AGREEMENT TEMPLATE

Date: [ ]200[ ]

PARTIES: ]) whose registered
]) whose
“LICENSOR”: [ALINNECENA] LIMITED (registered number [
office is at [address].

“LICENSEE”: [PATCHIOLA LIMITED] whose (registered number [
registered office is at [address].

INTRODUCTION:

The Licensor has developed [software product] product to be delivered and accessed via the
site at [insert details]. The Licensee wishes to access and use such software products and
accordingly, the Licensor has agreed to grant the Licensee a [non-]exclusive licence to use
the computer software programs and products together with associated documentation (if
any) listed or identified in the Schedule upon the terms and subject to the conditions of this
Licence and the Site.

OPERATIVE PROVISIONS:

1 Interpretation and Understanding
The meanings of some of the specially defined words (which begin with a capital
letter) and other guides to understanding this Licence can be found at the end of this
Licence agreement.

2 Licence Grant
2.1 Subject to the terms and conditions of this Licence agreement:

2.1.1. The Licensor in consideration of the payment by the Licensee from time to
time of the Licence Fee in accordance with this Licence hereby grants to the
Licensee a non-exclusive, non-transferable and non-assignable licence to Use
the Licensed Products on the Site (and where appropriate the Program
Documentation) and to possess and refer to the Program Documentation.

2.1.2. The Licensor grants the Licensee the right to issue sub-licences on payment of
the appropriate fees set and agreed by Licensor from time to time on terms set
by the Licensor.

2.2 The Licensed Products are licensed and not sold. Accordingly, all rights not expressly
granted in this Licence agreement are expressly reserved by the Licensor and/or its
suppliers.

2.3 Without limiting the generality of the foregoing the Licensee shall ensure that the
total number of users of the Licensed Products shall not exceed the number set out in

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the Schedule and included in the Licence Fee. Additional users for the Use of the
Licensed Products may be added upon application to and upon payment of additional
user licence fees on the terms of the Licence agreement.
2.4 Any computer methodology, code and/or documentation created by the Licensor
specifically for the Licensee under this Licence agreement and any pre-existing works
used in the creation of or delivery of such services or Products by the Licensor shall be
owned exclusively by the Licensor including all intellectual property and proprietary
rights therein. All intellectual property rights or title incorporating third party owned
items shall belong to the Licensor as between the parties.

3 Licence Fee
3.1 The Licence Fee shall include the cost of the delivery of and access to the Licensed

Products and any New Release thereof to or at the Site (if appropriate) provided
always that new releases which in the Licensor’s opinion may offer new features
may be launched as a separate module and priced separately. Any such new module
can be separated from the main licence granted under this Licence agreement and
declined accordingly by the Licensee.
3.2 The Licence Fee (together with value added tax thereon, if applicable) shall be levied
by the Licensor annually in advance and in accordance with the provisions of the
Schedule with effect from the date of this Licence and shall be payable by the
Licensee immediately upon delivery of the Licensor’s invoice therefor and in any
event prior to the software application constituting the Licensed Products being
activated by the Licensor to enable the Licensee’s access to the Licensed Products or
the Site.
3.3 Payment shall be made in cleared funds and shall not be subject to the right of set
off or deductions.
3.4 The Licensor shall be entitled to vary the Licence Fee not more than once in every
successive period of [twelve (12) months] during the term of this Licence agreement
upon giving not less than [ ] days’ notice thereof to the Licensee.
3.5 The Licensor reserves the right to charge the Licensee interest in respect of the late
payment of any sum due under this Licence (as well after as before judgement) at
the rate of [ ] per cent per annum above the base rate from time to time of [
] Bank plc from the due date therefor until payment.
3.6 All payments of the Licence Fee or other charges payable by the Licensee under this
Licence shall be made in pounds sterling and in accordance with the terms of this
Licence although the Licensor may agree to accept either [United States dollars or
euros] by prior written agreement with the Licensee.
3.7 Any other fees payable from time to time under this Licence agreement shall be
made monthly in advance by standing order and to the account specified by the
Licensor.

4 Delivery AND Access
4.1 The Licensor shall use all reasonable endeavours to provide access to the Licensed

Products on the date agreed for access or as soon thereafter as is possible.
4.2 Access to the Site to use the Licensed Products shall only be granted to the Licensee

following payment in full and receipt by the Licensor of such payment in cleared
funds into its bank account.

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4.3 If the Licensor shall fail to deliver or provide access to the Licensed Products within [
] days of the agreed date, the Licensee shall be entitled to either terminate this
Licence upon [ ] days’ written notice to the Licensor, or after consultation with the
Licensor specify by notice to the Licensor such revised delivery and access date as it
shall in its reasonable opinion think fit.

4.4 [The Licence granted to the Licensee entitles the Licensee to Use the Licensed
Products on the Site subject to the limitations set out in this Licence. Access to the
Site and Use of the Licensed Products shall be subject to registration on or off the
Site and compliance with the Licensor terms, conditions and policies applicable to
the Site or governing access and use of the Licensed Products which are
incorporated by reference.]

4.5 Where any unauthorised Use of the Licensed Products occurs and such Use is
attributable to the act or omission of the Licensee or its employees and
representatives, then without prejudice to the Licensor’s other rights and remedies,
the Licensee shall be liable to pay the Licensor an amount equal to the fees
(calculated on the Licensor’s standard practice and rate) that would be payable had
such use been properly licensed from the beginning of the unauthorised Use.

4.6 The service levels and fee credits applicable to the Licensed Products pursuant to
this Licence agreement are set out in the Schedule.

5 Testing and Acceptance
The Licensee may (prior to Use of the Licensed Products on the Site being

activated in full) be provided with an opportunity to use the Licensed Products for a
short period on a Licensor test site for the sole purpose of testing and assessing
whether it meets their requirements (and not for the purposes of its trade or
business) in accordance with Licensor standard practice. Such use and evaluation
shall be governed by the terms set out in [specify document].

6 Services and Support
The Licensor shall for the duration of this Licence agreement upon

payment of the relevant fee or Additional Charges make available or provide to the
Licensee in respect of the Licensed Products certain Services upon request of the
Licensee on the terms of the relevant agreement and shall endeavour to provide the
Services upon the terms and conditions of this Licence agreement.

7 Proprietary Rights and Restrictions
7.1 The Licensed Products contain confidential information of the Licensor and all right,

title, ownership, interest, copyright, database right, trade marks and other
intellectual property rights in and to the Licensed Products and any New Releases
are the exclusive property of the Licensor.
7.2 The Licensee shall not:
7.2.1. in any other manner directly or indirectly agree with any third party to or enter

into any arrangement which effect is to circumvent the Licensor in connection
with the Services and Licensed Products and the intent of this Licence
agreement;
7.2.2. save as provided in clause [ ] below or by law make back-up copies of the
Licensed Products and shall not be entitled to rent, lease or lend the Licensed

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Products; or reverse compile, copy or adapt the whole or any part of the

Licensed Products for the purposes of correcting errors in the Licensed Products;

7.2.3. modify, port, translate, localise or create derivative works of the Licensed

Products or incorporate the Licensed Products into another platform, software

application or software program except as expressly permitted under this

Licence agreement or in writing by the Licensor;

7.2.4. Assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the

Licensed Products or use the Licensed Products on behalf of any third party or

make available the same to any third party; or remove or alter any copyright or

other proprietary notice on any of the Licensed Products;

7.2.5. during the term of this Licence Agreement or for [ ] years after its

termination enter into any contract or other arrangement with any agents or

representatives of the Licensor for the provision of the Services or the Licensed

Products (or similar services or products) without the prior written consent of

Licensor.

7.3 The Licensee shall:

7.3.1. keep confidential the Licensed Products and limit access to the same to those of

its employees agents and sub-contractors who either have a need to know or

who are engaged in the Use of the Licensed Products (including where

appropriate the Program Documentation);

7.3.2. maintain an up-to-date written record of the number of copies of the Program

Documentation and the names and appointments of the persons accessing the

Site to Use the Licensed Products and their location and upon request forthwith

produce such record to the Licensor; and

7.3.3. notify the Licensor immediately if the Licensee becomes aware of any

unauthorised Use or Use of the whole or any part of the Licensed Products by

any third party; and

7.4 This Licence agreement grants no additional express or implied licence, right or

interest in any copyright, patent, trade secret, trade mark, database right, invention

or other intellectual property or proprietary right of the Licensor.

8 Copies
The Licensee shall not be entitled to copy in whole or in part the Program

Documentation or any software or database constituting the Licensed Products or
the Site save to the extent permitted under this Licence or by English law.

9 Warranty
9.1 Subject to the exceptions set out in clause [ ] below and the limitations upon its

liability in clause [ ] below the Licensor warrants that:
9.1.1. its title to and property in the Licensed Products is free and unencumbered and

that it has the right, power and authority to license the same upon the terms
and conditions of this Licence agreement;
9.1.2. it will perform the Services (if requested) with reasonable care and skill subject
to the relevant conditions for the provision of such Services, if applicable.
9.2 The Licensee shall give notice to the Licensor as soon as it is reasonably able upon
becoming aware of a breach of warranty.
9.3 Licensor shall have no liability to remedy a breach of warranty where such breach

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arises as a result of any of the circumstances involving fault resulting from the
improper use, operation or neglect of either the Licensed Products or the Licensee’s
equipment or the modification of the Licensed Products or the merger (in whole or
in part) with any other software or media.
9.4 Without prejudice to the foregoing the Licensor does not warrant that the Use of the
Licensed Products will meet the Licensee’s data processing or other requirements or
that the operation of the Licensed Products (including where in machine-readable
form the Program Documentation) will be uninterrupted or error free.
9.5 Subject to the foregoing all conditions, warranties, terms and undertakings express
or implied, statutory or otherwise (including but not limited to satisfactory quality or
fitness for purpose) in respect of the Licensed Products and the provision of the
Services are hereby excluded to the fullest extent permitted by law.
9.6 The Licensed Products contain third party software licensed to the Licensor under
agreements that could terminate prior to this Licence agreement. Upon termination
of any such agreement or licences to the effect that third party software granted to
the Licensee under this Licence agreement shall terminate according to the
provisions of such third party licence agreement.
9.7 The Licensee warrants and represents that the rights of Use and access are only
granted to the Licensee and its licensed users and that it shall maintain reasonable
security measures as required under this Licence agreement.

10 Limitation of Liability
10.1 The Licensor’s liability to the Licensee or the Licensee’s liability to the Licensor for

death or injury resulting from its own or that of its respective employees’ agents’ or
sub-contractors’ negligence shall not be limited.
10.2 [Subject to the limits set out in clause [ ] below, the Licensor shall accept liability to
the Licensee in respect of damage to the tangible property of the Licensee resulting
from the direct negligence of the Licensor or its employees agents or sub-
contractors. The Licensor shall have no liability or any responsibility whatsoever for
any loss of performance of an existing IT network if the Licensed Product is loaded
thereon or interfaces with another system or network.]
10.3 Subject to the provisions of clause [ ] above the Licensor’s entire liability in respect
of any Event of Default shall be limited to damages of an amount equal to:
10.3.1. £[ ] in the case of an Event of Default falling within clause [ ] above; and
10.3.2. in the case of any other Event of Default, the aggregate of the Licence Fee

paid in the immediately preceding period of [ ] ([ ]) months.
10.4 The Licensor (and its suppliers) shall not be liable to the Licensee in respect of any

Event of Default for loss of business revenue, loss of profits (whether categorised as
direct or indirect) goodwill or any type of special, indirect, incidental or
consequential loss (including loss or damage suffered by the Licensee as a result of
an action brought by a third party) losses arising from business interruption, or
losses whether or not occurring in the normal course of business or loss or
corruption of data even if such loss was reasonably foreseeable or the Licensor had
been advised of the possibility of the Licensee incurring the same or any losses
incurred as a result of or relating to breach of security, hacking or computer
espionage or as a result of any actions by a tax or social security or governmental
authority.

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10.5 The Licensee hereby agrees to allow the Licensor not less than [ ] days (following
notification thereof by the Licensee) in which to remedy any Event of Default
hereunder.

10.6 Licensor shall have no liability to the Licensee in respect of any Event of Default
unless the Licensee shall have served notice of the same upon Licensor within
[three] ([3]) months of the date it became aware of the circumstances giving rise to
the Event of Default or the date when it ought reasonably to have become so aware.

10.7 The Licensee shall procure that all sub-licensees will be bound by terms no less
restrictive then this clause [10].

11 Intellectual Property Rights and Indemnities
11.1 The Licensor will indemnify the Licensee against any proven damages that are

awarded to any third party in respect of any claim or action that the normal
operation, possession or Use of the Licensed Products by the Licensee infringes the
patent, copyright, registered design or trade mark rights of said third party
(“Intellectual Property Infringement”) provided that the Licensee complies with the
conditions set out in [insert paragraph or part number] of the Schedule.
11.2 The Licensor shall have no liability to the Licensee in respect of an Intellectual
Property Infringement if the same results from any breach of the Licensee’s
obligations under this Licence or the acts, omission or negligence of the Licensee, its
employees, agents and representatives.
11.3 In the event of an Intellectual Property Infringement the Licensor shall be entitled at
its own expense and option either to:
11.3.1. procure the right for the Licensee to continue using the Licensed Products; or
11.3.2. make such alterations, modifications or adjustments to the Licensed Products

so that they become non-infringing without incurring a material diminution in
performance or function; or
11.3.3. replace the Licensed Products with non-infringing substitutes provided that
such substitutes do not entail a material diminution in performance or
function.
11.4 The Licensee shall indemnify and hold the Licensor, its employees and suppliers
harmless from and against any cost, losses, liabilities and expenses (including legal
costs) arising directly or indirectly from any claimed infringement or violation by the
Licensee of any intellectual property right.

12 Risk
12.1 Risk in the Licensed Products will pass to the Licensee upon commencement of Use

by the Licensee of the Licensed Products or activation of the right to Use the
Licensed Products on the Site.
12.2 Save as otherwise expressly provided in this License, the Licensor will not be liable
for any indirect, special or consequential damages, or for any loss of revenue,
profits, business or data, arising out of or in connection with the Licensed Products
or the Site.

13 Confidentiality
13.1 Each of the parties hereto undertakes to the other to keep confidential all

information (written or oral) concerning the business and affairs of the other

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(including Licensor proprietary information and technical data) that it shall have
obtained or received as a result of the discussions leading up to or the entering into
of this Licence agreement save that which is already in its possession other than as a
result of a breach of this clause or in the public domain other than as a result of a
breach of this clause.

14 Term

14.1 This Licence shall be for an initial period of [ ]([ ]) years and shall continue

thereafter on a rolling [ ] month term until terminated in accordance with the

provisions of this Licence agreement.

14.2 This Licence may be terminated:

14.2.1. by the Licensee upon giving not less than [ ]([ ]) days’ notice in writing to

Licensor to expire after the expiry of the initial term;

14.2.2. forthwith by Licensor if the Licensee fails to pay any sum to the Licensor or

payable under this Licence agreement on the due date therefor;

14.2.3. forthwith by either party if the other commits any material breach of any

term of this Licence (other than one falling within clause [ ] above) and

which (in the case of a breach capable of being remedied) shall not have been

remedied within [ ] ([ ]) days of a written request to remedy the same;

14.2.4. forthwith by either party if the other shall convene a meeting of its creditors

or if a proposal shall be made for a voluntary arrangement within Part I of the

Insolvency Act 1986 or a proposal for any other composition scheme or

arrangement with (or assignment for the benefit of) its creditors or if the

other shall be unable to pay its debts within the meaning of section 123 of

the Insolvency Act 1986 or if a trustee receiver, administrative receiver or

similar officer is appointed in respect of all or any part of the business or

assets of the other or if a petition is presented or a meeting is convened for

the purpose of considering a resolution or other steps are taken for the

winding up of the other or for the making of an administration order

(otherwise than for the purpose of an amalgamation or reconstruction).

14.3 Any termination of this Licence pursuant to this clause shall be without prejudice to

any other rights or remedies a party may be entitled to hereunder or at law and

shall not affect any accrued rights or liabilities of either party nor the coming into or

continuance in force of any provision hereof which is expressly or by implication

intended to come into or continue in force on or after such termination.

14.4 Within [ ]([ ]) days of the termination of this Licence (howsoever and by

whomsoever occasioned) the Licensee shall cease any Use of the Licensed Products

and at Licensor’s sole option either return all copies of the Program Documentation

and any software or database comprised in the Licensed Products in its possession

or control or shall destroy and erase all copies of such documents or the materials

comprised in the Licensed Products in its possession or control.

14.5 A duly authorised officer of the Licensee shall certify in writing to the Licensor that

the Licensee has complied with its obligation as aforesaid and agrees to indemnify

Licensor against any losses that are either foreseeable or consequential as a result of

such termination or non-compliance.

15 Miscellaneous

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15.1 FORCE MAJEURE: [NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY BREACH OF ITS
OBLIGATIONS HEREUNDER (OTHER THAN IN RESPECT OF PAYMENT OBLIGATIONS)
RESULTING FROM CAUSES BEYOND ITS REASONABLE CONTROL (“EVENT OF FORCE
MAJEURE”). EACH OF THE PARTIES AGREES TO GIVE NOTICE FORTHWITH TO THE
OTHER UPON BECOMING AWARE OF AN EVENT OF FORCE MAJEURE, SUCH NOTICE TO
CONTAIN DETAILS OF THE CIRCUMSTANCES GIVING RISE TO THE EVENT OF FORCE
MAJEURE.
If a default due to an Event of Force Majeure shall continue for more than
six (6) weeks then the party not in default shall be entitled to terminate this Licence.
Neither party shall have any liability to the other in respect of the termination of this
Licence as a result of an Event of Force Majeure.

15.2 Waiver: The waiver by either party of a breach or default of any of the provisions of
this Licence by the other party shall not be construed as a waiver of any succeeding
breach of the same or other provisions nor shall any delay or omission on the part of
either party to exercise or avail itself of any right, power or privilege that it has or
may have hereunder operate as a waiver of any breach or default by the other party.

15.3 Notices: Any notice, request or other communication to be served under this Licence
agreement may be delivered or sent by first class prepaid recorded delivery post (or
if the recipient is in a different country by airmail post) or by e-mail or fax
transmission] to the other party to be served at its address appearing in this Licence
agreement or in the event that another address is notified in writing to the other
party in accordance with and making specific reference to this clause then to that
other address provided that a paper copy of any communication which is sent by e-
mail or fax transmission is also sent by first class prepaid recorded delivery post (or
if the recipient is in a different country by airmail post) within [24] hours of the e-
mail or fax transmission having been sent.

15.4 Invalidity and Severability: If any provision of this Licence shall be found by any court
or administrative body of competent jurisdiction to be invalid or unenforceable the
invalidity or unenforceability of such provision shall not affect the other provisions
of this Licence and all provisions not affected by such invalidity or unenforceability
shall remain in full force and effect.

15.5 Entire Licence: The Licensor shall not be liable to the Licensee for loss arising from or
in connection with any representations, licences, statements or undertakings made
prior to the date of execution of this Licence other than those representations,
licences, statements or undertakings confirmed by a duly authorised representative
of the Licensor in writing or expressly incorporated or referred to in this Licence.

15.6 Successors, Assignment and Sub-Licensing: This Licence shall be binding upon and
enure for the benefit of the successors in title of the parties. The Licensee shall not
be entitled to assign or otherwise transfer this Licence nor any of its rights or
obligations hereunder nor sub-license the Use (in whole or in part) of the Licensed
Products or access to the Site without the prior written consent of the Licensor.

15.7 VAT: All amounts stated in this Licence are expressed exclusive of value added tax
and any value added tax arising in respect of any supply made shall on the issue of a
valid tax invoice in respect of the same be paid.

15.8 Third Party Rights: The parties to this Licence agreement do not intend that any of its
terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
but this does not affect any right or remedy of any third party which exists or is

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available apart from that Act.
15.9 Survival and Conflicts: All provisions of this Licence agreement intended to survive or

capable of surviving termination shall so survive and remain in full force and effect.
In the event of any conflict between this Licence agreement, the

Schedules or the provisions of the Site or any other terms, the provisions of this
Licence agreement shall prevail.
15.10 Independent Contractors: The parties will at all times be independent contractors
and will so represent themselves to all third parties. Neither party has granted to
the other party the right to bind it in any manner whatsoever and nothing in this
Licence agreement will be deemed to constitute either party the agent, employee or
legal representative of the other nor to constitute the parties as partners or joint
venturers.
15.11 Variation: The Licensor shall be entitled from time to time to modify the conditions
and provisions of this Licence at any time in its sole discretion by notifying the
Licensee. If any notification is unacceptable to the Licensee, its only recourse is to
terminate the Licence in accordance with its terms. The Licensee’s continued Use of
the Licensed Products will constitute its agreement with and acceptance of such
modification.
16 LAW: THIS LICENCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
ENGLISH LAW AND THE PARTIES HERETO AGREE TO SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE ENGLISH COURTS.

DEFINITIONS AND INTERPRETATION:

In this Licence unless the context otherwise requires:
“Additional Charges” means the charges at Licensor’s hourly or other specified rates
from time to time for work undertaken on a time and materials basis and/or pursuant
to provision of the Services;
“Business Day” means any day (other than Saturday and Sunday) on which the
clearing banks are open for business in the City of London;
“Licence Fee” means the fees for the licence set out in the Schedule as the same may
be varied from time to time in accordance with this Licence;
“Licensed Products” means the [software programs], [services, databases and/or
products and/or applications] identified or referred to in greater detail in the Schedule
using the software and databases and made available to the Licensee and other users
on the Site together with the relevant Program Documentation (if any) including any
New Release (if appropriate) of the same made or issued pursuant to this Licence;
“New Release” means any improved, modified or corrected version of any of the
Licensed Products from time to time issued by or on behalf of the Licensor pursuant to
this Licence other than a version identified by Licensor as providing substantial new
features sufficient to be separately priced and launched as a separate module;
“Program Documentation” means the instruction manuals, user guides and other
information (if any) identified in the Schedule to be made available from time to time
during the term of this Licence by or on behalf of Licensor at its discretion in either
printed or machine readable form to the Licensee;
“Services” means the provision of consultancy and/or other services set out in the

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Schedule or requested by the Licensee from time to time in accordance with this
Licence;
“Site” means the [address for delivery of and access to the Licensed Products whether
by electronic or other means specified by [insert details] and set out in the Schedule];

“Use” means the installation, use, storage, access, display, running or
otherwise interacting with the Licensed Products, processing or transmission of the
Licensed Products on the Site or (where in machine-readable form) the Program
Documentation for the processing of the instructions contained in the Licensed
Products or (as the case may be) the Program Documentation on the Site;

SIGNED BY the parties on the date set out at the top of this Agreement.

SIGNED for and on behalf of

[ALINNECENA] UK by: [……………………………………]

Name:

Appointment:

SIGNED for and on behalf of

[PATCHIOLA] UK by: [……………………………………]

Name:

Appointment:

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SCHEDULE 1

1. Licensed Products
2. Program Documentation
3. Site
4. Licence Fee
5. Services
6. Service Levels

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6.9.6 FRANCHISE AGREEMENT TEMPLATE

FRANCHISE TERMS [ ]200[ ]
DATE:

BETWEEN:

“FRANCHISOR”: [Company Name] Limited with its [place of business] [registered
office] at [address]; and;

“FRANCHISEE”: [Name] of [address] (whose further details appear in the Schedule).

INTRODUCTION:

The Franchisor designed, developed and owns the business and assets of [specify

business] known as [trading name] and trading as the [ ] club (“the Club”). The

Club’s image is very strong and distinct. It is well known in [ ] and the

Franchisor has established a significant reputation in respect of the Club, its business

and activities.

The Franchisor wishes to expand its business and reputation. The Franchisee wishes to
set up and carry on at the Franchisee’s own risk a franchised business in [place or
country] (“the Territory”). Accordingly, the Franchisee wishes to be granted relevant
rights by the Franchisor to carry on the trade of a Franchisor franchised business from
[specify party]. The Franchisee having taken professional advice wishes to enter into this
franchise agreement (“the Contract”) in respect of the franchised business.

OPERATIVE PROVISIONS:
1. The Franchisor appoints the Franchisee its franchisee and with effect from the

Commencement Date grants to the Franchisee for the duration of this Contract (“the
Term”) and subject to the terms and conditions of this Contract the right to:
a. carry on the business of [insert details] as a franchise business using the concept

and image of the Club (“the Business”);
b. carry on the Business from the premises at [address] (“the Property”);
c. use the rights as set out in this Contract (“the Rights”); and
d. carry on the Business in accordance with the methods of operating the Club

using the know-how and systems for operating the Club contained and detailed
in the operations manual (“the Manual”);
e. carry on the Business as otherwise required in writing from time to time by the
Franchisor;
in accordance with this Contract.

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2. This Franchise Contract is entered into between the parties for the regulation of the
appointment of the Franchisee and the arrangements between the parties as further
detailed and set out in the attached Schedule subject to the provisions of the terms of
business and conditions (“the Franchise Terms”) attached to the Contract or printed
overleaf.

3. The Franchisor and the Franchisee agree to be bound by the Franchise Terms and this
Contract in respect of the appointment of the Franchisee by the Franchisor which
together with any other documents (signed and/or attached to this Contract by the
parties) as listed below shall form part of this Contract.

4. This Contract (including the Franchise Terms and all other agreements and documents
signed and/or attached to this Contract by the parties as listed below forming part of
the Contract) constitutes the entire understanding between the parties with respect
to the subject matter of this Contract and supersedes all prior agreements,
negotiations and discussions between the parties relating to it.

5. The Franchisee acknowledges that it has read this Contract and Franchise Terms and
understands and agrees to be bound by them.

SIGNED BY THE FRANCHISEE in confirmation of the appointment by the Franchisor and in
acknowledgement and acceptance of the Contract (including the Franchise Terms).

SIGNED by […………………………………….]

for and on behalf of […………………………………….]
FRANCHISEE

Name: […………………………………….]

Position […………………………………….]

Authorised Signatory for and on behalf of […………………………………….]
FRANCHISOR

Name: […………………………………….]

Position […………………………………….]

List of attached documents
1. Contract Schedule
2. Franchise Terms

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3. Manual
4. [Annexures]

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[DRAFT]
SCHEDULE

CONTACT DETAILS CONTACT PERSON (If different)
Name:[...]
FRANCHISEE’S DETAILS
Franchisee’ Name:[...] Position: [...]
Address: [...] Telephone No:[...]
Telephone No:[...] (Mobile)[...]
(Office):[...] E-mail Address:[...]
E-mail Address:[...] Fax No:[...]
Fax No:[...]

CONTRACT INFORMATION

Commencement Date: [ ]

Term of Franchise:

Start Date: [Commencement Date] [date]

End of Minimum/Initial Period: (Insert Period)[…………………….]

Expiry Date [ ]

Renewal:

[any further renewals in accordance with the Contract]

Territory: [insert details]

Fees:
Subject to the Franchise Terms, the Franchisor shall be entitled to:

• Initial Franchise Fee
• Management Fees
• Service Fees
• Marketing Fees

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FRANCHISE TERMS

1 Appointment and Relationship
1.1 The Contract comes into force when signed by both parties on the commencement

date set out in the Contract Schedule.
1.2 The term of the appointment and franchise will be as set out in the Contract Schedule

unless and until terminated in accordance with the terms of the Contract.
1.3 Following the expiry of the initial period the term of this Contract will be automatically

extended to the period set out in the Contract Schedule as the subsequent period
unless notice to the contrary is served by the Franchisor to the Franchisee.
1.4 Such subsequent period shall be renewed annually subject to the terms of the
Contract and until terminated by either party in accordance with the provisions of the
Contract.
1.5 This Contract grants the Franchisee the Rights.

2 Franchisor’s Responsibilities
During the term of this Contract, the Franchisor will undertake the following:

2.1 Support the Franchisee in the Business as reasonably requested or required pursuant
to the terms of this Contract including the provision of timely responses to enquiries
from the Franchisee.

2.2 To provide required training.
2.3 To provide a copy of the Manual.
2.4 To review and audit the Business from time to time for quality control purposes.
2.5 Provide the Franchisee with reasonable marketing and sales information when

available.

3 Franchisee’s Responsibilities
During the term of this Contract, the Franchisee shall diligently and faithfully serve
Franchisor as its Franchisee and undertake as follows:
3.1 To use all Rights, the Manual, the Intellectual Property (as defined in clause 7) and all

trade marks solely for the operation of the Business and in accordance with the
provisions of this Contract.
3.2 To maintain high standards in the Business.
3.3 To fit out the Property in accordance with the Manual and the Franchisor’s
requirements from time to time.
3.4 To obtain and maintain a valid liquor licence and a public entertainment licence
together with any other permits or licences as required for the Business and at all
times complying with all licensing conditions and regulations.
3.5 To insure with a reputable insurance company in accordance with the requirements
and for the relevant cover set out in the Manual.
3.6 To operate the Business properly and strictly in accordance with the Manual.
3.7 To only use the name [specify name] during the Term and at no time afterwards.
3.8 To carry out the Business from the Property only.
3.9 Not to be directly or indirectly engaged, concerned or interested in a business similar
to the Business where it would compete with the Franchisor or its other franchisees
during the Term.

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3.10 To keep the Franchisor fully informed including in relation to complaints supplying a
copy of all complaints received by the Business.

3.11 To comply with all statutory and local legislation including compliance with
environmental laws and health and safety rules.

3.12 Not to carry on the Business in any way that may adversely affect the reputation of
the Club, other franchisees and the Rights.

3.13 To maintain at all times during the Term a VAT registration.
3.14 At all times to ensure that all employees of its business conduct themselves in such

manner as not to prejudice the Rights or adversely affect the reputation of the Club or
its franchised network.
3.15 To conduct all dealings with customers as Franchisee and principal but without
authority to bind the Franchisor or pledge its credit.
3.16 To obtain prior written consent of Franchisor in the event of any proposed special
arrangements, prices or prior to departing from any specified requirements or
obligations.
3.17 To use its best endeavours to develop the Business.
3.18 Not to disclose at any time during the Term of this Contract and after its termination,
any confidential information (whether technical or otherwise) made available to the
Franchisee by the Franchisor. The Franchisee acknowledges that, as a result of this
Contract, the Franchisee may receive and/or have access to information of a
confidential nature. The Franchisee further undertakes that such information will not
be utilised in any way detrimental to the Franchisor and will not be disclosed to any
third party whatsoever either during or after termination of this Contract.
3.19 Not to, without the prior written consent of the Franchisor, during the Term of this
Contract (and for a period of [one (1)] year after its termination) in the Territory or any
part of the Territory act as franchisee, representative, franchisee or distributor for, or
otherwise be directly or indirectly concerned or interested in the development, sale
promotion and supply of, any products or services that are of a similar description to
or compete with the Club or the Business. This restriction applies to the Franchisee,
whether on the Franchisee’s own behalf or on behalf of any other person, firm or
company whatsoever.
3.20 To bear all the costs incurred by the Franchisee in connection with performance of the
duties and obligations under the Contract.
3.21 To provide the Franchisor with periodic updates and reports of the marketing and
promotional activities carried out by the Franchisee in the Territory together with an
account of all promotional plans.
3.22 To assist the Franchisor as reasonably required in connection with potential
customers.

4 Fees, Charges and Payment

The Franchisee agrees to pay on the dates due without deduction or set-off:

4.1 The Initial Franchise Fee on the date of this Contract.

4.2 The Management Fee within [ ([ ])] business days of the end of each calendar

month.

4.3 The Service Fee within [ ([ ])] business days of the end of each calendar month.

4.4 Marketing Fees within [ ([ ])] business days of the end of each calendar month,

all as set out in the Schedule.

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4.5 The Franchisor’s legal costs and expenses incurred in preparation and implementation
of this Agreement.

4.6 The fees and sums due by direct debit or other method specified by the Franchisor
from time to time.

4.7 Interest at the rate of [two per cent (2)%] above the base rate of [specify bank] from
time to time until payment is received, as well before as after any judgement.

5 Term
5.1 The Agreement shall remain in force for the term and subject to the provisions of the

[Franchisor’s Terms and Conditions of Renewal] set out in the Manual, a copy of which
has been provided to the Franchisee, the Franchisor agrees to grant to the Franchisee
a renewal upon the expiry of the current term.
5.2 Any renewal agreement shall operate from the date of the expiry of this Agreement.
5.3 Except in respect of liability for legal costs, no renewal fee will be charged to the
Franchisee in respect of a renewal.

6 Property
6.1 The Franchisee confirms that it shall enter into the lease of the Property at the same

time as this Agreement.
6.2 The Franchisee agrees to observe and perform the obligations and undertakings under

the lease and will enforce all of the landlord’s obligations under the lease.
6.3 No variation, surrender or assignment of the lease shall be entered into by the

Franchisee without the prior unwritten consent of the Franchisor.

7 Confidentiality and Intellectual Property

7.1 Unless otherwise expressly agreed in writing between the parties, all right, title and

interest in and to all trade marks, logos, trade names, literature, copyrights, database

rights, patents, designs and all other intellectual property rights (“the Intellectual

Property”) in and relating to the Franchisor, the Club or to the Club’s website) shall

belong to the Franchisor.

7.2 The Franchisee agrees to maintain secret and confidential all information (whether

technical or otherwise) obtained pursuant to this Contract.

7.3 This Clause shall survive any termination of this Contract and continue in force for a

period of [ ( )] years after any termination.

7.4 The Franchisee shall comply with the Franchisor’s brand guidelines or instructions (a

copy of which has been provided) relating to the form and context in which the

Intellectual Property and literature are used.

7.5 The Franchisee acknowledges that the Franchisee has no rights in or to the Intellectual

Property and undertakes not to do or omit to do anything by which the goodwill and

reputation associated with the Intellectual Property might be diminished or

jeopardised.

7.6 The Franchisee must inform the Franchisor immediately of any infringement or

apparent or threatened infringement of the Intellectual Property and of any passing

off of goods as the Products of which the Franchisee may become aware. In addition,

the Franchisee must on request assist the Franchisor in dealing with such

infringements.

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8 Liability
8.1 Except in the case of fraud or wilful default, or in the case of death or injury for which

the Franchisor is liable to the Franchisee in negligence, the Franchisor shall not be
liable to the Franchisee, as a result of breach of contract or negligence or otherwise,
for any loss of profit or business or other economic or financial loss arising directly or
indirectly out of or in connection with this Contract.
8.2 The Franchisee agrees to indemnify the Franchisor and keep the Franchisor
indemnified against all loss, damage or liability suffered by the Franchisor as a result
of the Business and the actions of the Franchisee.

9 Termination

This Contract may be terminated as follows:

9.1 Immediately, by a mutual agreement in writing between both parties.

9.2 By either party upon at least [ ( )] days’ written notice expiring at any time on

or after [ ] from the signing of the Contract.

9.3 By either party by giving written notice to the Franchisee having immediate effect if

the Franchisee breaches this Contract and fails to remedy that breach (if capable of

remedy) within [ ( )] days of being given a written notice identifying the breach

and requiring it to be remedied.

9.4 This Contract shall terminate without notice in the event of the death of the

Franchisee.

9.5 Without prejudice to any remedy which Franchisor may have against the Franchisee

for any antecedent breach or non-performance of this Contract, the Franchisor may

terminate this Contract with immediate effect on giving written notice to the

Franchisee if the Franchisee:

9.5.1 suffers or commits an act of bankruptcy;

9.5.2 is convicted of an indictable criminal offence or one involving dishonesty;

9.5.3 engages in conduct prejudicial to the Rights or the Club or otherwise behaves

in any other manner that may damage the reputation of the Franchisor or the

Club;

9.5.4 loses the liquor licence or any other required permit for the Property

applicable to the Business;

9.5.5 fails to achieve the targets detailed in this Agreement

9.5.6 is insolvent or is prevented by infirmity or ill health from performing his

functions under this Contract;

9.5.7 is in persistent breach of the Franchisee’s obligations under this Agreement;

9.5.8 fails to carry on the Business;

9.5.9 challenges the Franchisee’s intellectual property rights.

9.6 In the event of termination, the following post-termination provisions will apply and

the Franchisee:

9.6.1 shall return all marketing material in-hand to the Franchisor and shall also

return all confidential information supplied by the Franchisor;

9.6.2 must immediately cease operation of the Business or use the Rights;

9.6.3 return the Manual immediately;

9.6.4 must take the post-termination steps identified in the Manual or as required

by the Franchisor by written notice;

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9.6.5 shall certify that it has complied with the post-termination obligations and
has not disclosed any confidential information, the Manual or the Rights;

9.6.6 must pay all sums and fees outstanding or due under the terms of this
Agreement or otherwise.

9.7 The Franchisee (for the avoidance of doubt) shall have no right to any compensation
upon termination of this Contract.

9.8 Termination shall not affect the operation of any restrictive covenants, the
Franchisee’s indemnity, liability, confidentiality and intellectual property and any
other clauses intended to or capable of surviving termination of this Contract.

9.9 Subject as provided in this Contract and to any rights or obligations accrued prior to
termination, neither party shall have any further obligation to the other under this
Contract.

10 Acknowledgements
The parties acknowledge as follows:

10.1 The Franchisee shall comply with all reasonable and lawful instructions of the

Franchisor from time to time relating to the marketing and carrying on of the Business

in the Territory, the Manual and shall generally carry out its franchise in such manner

as it thinks best to promote the interest of franchised business.

10.2 The Franchisee agrees that the Franchisor may during the period of notice ending on

the date of termination of this Contract appoint a successor to the Franchisee and may

introduce that successor to customers and potential customers and allow that

successor to make itself known as the Franchisor’s Franchisee so as to be able to

commence business from the day after expiry of this Contract.

10.3 The Franchisor shall have a right of set off under this Contract and shall be entitled to

deduct from any commission due to the Franchisee any sums owed by or due from the

Franchisee to Franchisor.

10.4 The Franchisee agrees to indemnify the Franchisor against any liabilities incurred by

Franchisor as a result of the Franchisee breaching any law from time to time in force in

the Territory or the incurring of any unauthorised liability.

10.5 Any change of ownership or control in the Franchisee must be first approved in writing

by the Franchisor.

10.6 The Franchisor shall have an option to purchase the Business for the same offer

purchase price and on the same terms as those set out in any genuine bona fide offer

for the business. The terms set out in [ ] shall apply to such right of first refusal

and in the event that the Business is sold to a third party.

10.7 The Franchisor shall be entitled to inspect and the Franchisee’s books of account at

any time by service of reasonable notice to the Franchisee (of not less than [ ( )]

days) of such proposed inspection or audit which shall be during reasonable business

hours.

10.8 The Manual and the copyright in it shall at all times remain the property of the

Franchisor. The Term “the Manual” refers to all updates and other changes made to it

by the Franchisor from time to time

10.9 The Franchisee shall not assign, delegate or otherwise transfer the performance of the

franchise granted by this Agreement or any right or obligation under it.

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10.10 The Franchisee shall achieve sales of a minimum of [ ] a calendar week during

each week of the Term.

10.11 Following the payments of the Service Fees, Managerial Fees and Marketing Fees, the

Franchisor shall undertake the marketing in connection with the Business and Club as

set out in [ ].

11 Miscellaneous
11.1 Assignment: The Franchisee shall not without the prior written consent of the

Franchisor sub-contract, assign or otherwise assign any or all of its rights and
obligations under this Contract.
11.2 Waiver: Any indulgence granted by the Franchisor to the Franchisee in respect of the
performance by the Franchisee of its obligations under this Contract or any neglect or
failure by the Franchisor to enforce any of the terms of it shall not be construed as a
waiver or variation of this Contract or otherwise prejudice any of the Franchisor’s
rights under it.
11.3 Contract: The schedules, Franchise Terms and annexures form part of this Contract
and any reference to ”this Contract” includes the schedules, annexures, Franchise
Terms and recitals in the introductory paragraphs.
11.4 Notices: Any notice required to be given pursuant to this Contract shall be in writing
and shall be given by delivering the notice by hand at, or by sending the same by
prepaid first class post (airmail if to an address outside the country of posting) to the
address of the relevant party set out in this Contract or such other address as either
party notifies to the other from time to time. Any notice given according to the above
procedure shall be deemed to have been given at the time of delivery (if delivered by
hand) and when received (if sent by post).
11.5 Authority: The parties undertake that they each have the right, power and authority
and have taken all action necessary to execute and deliver, and to exercise their rights
and perform their obligations under this Contract.
11.6 Severance: If any part of this Contract becomes invalid, illegal or unenforceable such
provision shall be severed from this Contract and the parties shall in such an event
negotiate in good faith in order to agree the terms of a mutually satisfactory provision
to be substituted for the invalid, illegal or unenforceable provision which as nearly as
possible gives effect to their contractual intentions as expressed in this document.

12 Law
This Contract shall in all respects be governed by English Law, and the Franchisee for
the exclusive benefit of the Franchisor submits to the exclusive jurisdiction of the
English Courts and waives all rights to object to forum. Nothing in this Contract shall
limit the right of the Franchisor to take proceedings in any other court of competent
jurisdiction or in more than one jurisdiction, concurrently or not (to the extent
permitted in such jurisdiction).

SIGNED by or on behalf of the parties on the date at the top of the Contract.

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