Vendor Agreement

THIS AGREEMENT dated

is by and between The Franchise Consulting Company, Inc., (“FCC”), a Florida corporation and

FCC and Vendor shall collectively be referred to herein as the “Parties” or individually as a “Party”.

WHEREAS, Vendor desires to market and sell to potential purchasers a franchise, license or business opportunity (the “Franchise”) and;

WHEREAS, FCC, and its independent associate consultants (“Consultants”), all operating under the trade name “The Franchise Consulting Company, Inc.”, is in the business of counseling and helping prospective franchisees and business owners (“Candidates”) assess their compatibility with different types of business opportunities, including, but not limited to, franchises; and

WHEREAS, Vendor desires to use the services of FCC to generate referrals of persons who are interested in the Franchise.

NOW, THEREFORE, and in consideration of the terms, conditions, agreements, covenants, and promises set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

1. Services

FCC will provide contact information for potential Candidate(s) to Vendor using parameters established by Vendor, with the understanding that Candidate is an appropriate candidate for a business relationship with Franchisor (as decided solely by Candidate and FCC).FCC will present contact information to Vendor for potential Candidate(s) using a standard registration form. Franchisor reserves the right to have referred Candidate(s) complete its standard qualification forms at a later date.

2. Conflict

If FCC refers a potential Candidate to Vendor, and such referred potential Candidate has already contacted Vendor directly or through another method, Vendor will notify FCC of such conflict within seventy-two (72) hours of being given the lead and decline the lead.

3. Vendor Responsibilities

Vendor shall bear the sole responsibility to provide its FDD, marketing and other materials to the Candidate and shall initiate contact with the Candidate if Vendor desires to pursue a business relationship with the Candidate.

4. Fees

a. Vendor shall pay FCC consultants, or FCC Corporate if notified by FCC, a referral fee within five (5) days of the execution and payment by any Candidate of Vendor’s
agreement.

b. Vendor shall make all Referral Fees payable only to FCC consultants, or The
Franchise Consulting Company, Inc if so notified, and shall submit all such payments
directly to FCC consultant or, FCC, if so notified, via ACH or Wire Transfer at its
headquarters address as specified in the notice section of this agreement.

c. A Candidate who executes a Vendor Agreement with Vendor within a 24 month
period of the date of the introduction to Vendor by anyone affiliated with the FCC is referred to hereinafter as a “Vendor Client” and a referral fee (“Referral Fee”), per the table below, will be earned and payable to the
FCC or the FCC consultant.

d. Fees Non-refundable. The fee payable to FCC is fully earned when paid,
non- refundable, and not subject to any offsets or deductions.

e. Fair Commission Fee. Notwithstanding anything herein to the contrary, in the
event Vendor pays to any broker, broker system or any other Vendor referral
source other than FCC, a referral fee greater than the fee stated herein, including
any “advertising fund” fee, a fee that is greater than those specified in Section 4(c)
herein, then Section 4(c) of this Agreement shall be considered to be modified and
amended requiring that Vendor pay FCC such greater fees that are paid to such
other brokers, broker systems or referral sources.

f. Fair Inventory Fee. If Vendor pays any other broker system or franchise referral
source, other than FCC, a fee for the right to be included in such broker system’s
or franchise referral source’s inventory of vendor companies (an “Inventory Fee”), whether, one time, monthly, quarterly or yearly, then Vendor shall pay FCC the highest rate paid by such Vendor for any Inventory Fee that Vendor pays to any other broker system or franchise referral source. Notwithstanding the foregoing, if Vendor does not belong to any other broker systems or franchise referral sources or can verify that they do not pay any inventory fee to such systems, then no Inventory Fee shall be payable by Vendor to FCC.

g. Fair Administrative & Aggregate Transaction Fee. If Vendor pays a
transaction fee, based in whole or in part on the number of units financed, or some
other similar metric, to any other broker system or referral source, then the
Vendor shall pay FCC this rate in addition to the Referral Ffee above
(“Transaction Fee”).

i. If Vendor starts with FCC and then subsequently adds another broker
system to refer to Vendor and such other system charges Inventory
and/or Transaction Fees, then such Vendor shall pay the FCC
a fee starting on the day the Vendor signs with such other broker
system.

 

5. Conference Participation

FCC holds two conferences per year whose purpose is to bring Vendors and FCC Consultants together for mutual education. Vendor agrees to attend a minimum of one of these conferences per year. FCC will guarantee 1 conference registration per year to Vendor. Vendor may attend both conferences if space is available. There is a fee for registration and accommodations to attend these conferences. Failure to attend will result in this agreement being terminated.

6. Non-Disparagement

FCC and its Consultants will refrain from making any false or misleading statements about the Vendor and shall only disclose any information about the Vendor which is in the public domain, its FDD or its advertising materials.  Vendor will refrain from making any false or misleading statements about FCC and/or its Consultants and shall only disclose any information about FCC and/or its Consultants that is in the public domain or any materials published to the public by FCC and/or any Consultants.  This Section shall survive any expiration or termination of this Agreement.  Any Party who has suffered as a result of a breach of this Section of the Agreement shall be entitled to injunctive relief, along with compensation for any damages suffered as a result thereof.

7. Vendor Disclosure

Vendor will be solely responsible for compliance with federal and state franchise disclosure laws and for providing the Candidate with an FDD pursuant to all federal and applicable state laws. FCC shall have no obligation for compliance with federal or state franchise disclosure laws as they may apply to any Vendor.

8. Candidate Approval

Only the Vendor can finally approve the Candidate as being qualified to purchase its franchise.

 

10. Non-Exclusivity

This Agreement, and the relationship between the Parties herein, is non-exclusive to both FCC and Vendor.

11. Confidentiality

All Parties agree to keep the other party’s business information confidential, including, but not limited to, the terms of this Agreement and all other confidential and proprietary business information either party may learn about the other, and not to reveal them to others except to their key employees who have a need to know or to their professional advisors, or as otherwise required by law. This section specifically survives the termination or expiration of this Agreement. Any party who has suffered as a result of a breach of this Agreement shall be entitled to injunctive relief, along with compensation for any damages suffered as a result thereof.

12. Indemnification

a. Vendor agrees to defend, indemnify and hold FCC its owners, employees, agents and contractors,and each of FCC’s Consultants (the "Indemnified Parties") harmless from any and all liability, costs, losses, expenses, damages, actions or claims, including without limitation reasonable and actual attorneys' fees and court costs (all of which shall jointly be referred to as the "Claim") arising out of any Claim against any of the Indemnified Parties resulting from: Vendor’s (i) negligence or wrongful acts; (ii) breach of this Agreement; or (iii) alleged violation of any law, statute, rule, regulation or ordinance regulating the Vendor's business. The benefits and obligations of this provision shall apply to each Indemnified Party and each Indemnified Party’s representatives, agents, independent contractors, successors, assigns and employees. This Section shall survive termination of this agreement.

b. FCC agrees to defend, indemnify and hold Vendor, its owners, employees, agents and contractors harmless from any and all liability, costs, losses, expenses, damages, actions or claims, including without limitation, reasonable and actual attorneys' fees and court costs (all of which shall jointly be referred to as the "Claim") arising out of any Claim against Vendor resulting from FCC’s: (i) negligence or wrongful acts; or (ii) breach of this Agreement. The benefits and obligations of this provision shall apply to Vendor’s representatives, agents, independent contractors, successors, assigns and employees. This Section shall survive termination of this agreement.

13. Vendor Legal Compliance

Vendor must comply with all applicable federal and state laws and regulations regarding registering the offer and sale of its franchises, preparation and proper distribution of FDDs to Candidates, and any other related requirements. Vendor agrees to keep all marketing and other documents compliant with all federal, state
and local laws, regulations and ordinances. Upon request by FCC, Vendor shall provide verifiable evidence to FCC, that all such marketing materials, disclosures and documents are current and that all legal requirements have been properly met. Should Vendor not meet such requirements or provide such requested information within a reasonable time to FCC after its request, then FCC shall be allowed to immediately suspend providing any and all services to Vendor under this Agreement. FCC will only resume providing services to Vendor under this Agreement upon verification by Vendor that Vendor has met such requirements. Vendor shall provide to FCC copies of all franchise documents that have been filed by Vendor with state and federal authorities and shall notify FCC of any lapse in the effectiveness of such  documents. Vendor shall immediately notify FCC in writing of any material change in its franchise registration status, legal compliance, financial condition or similar aspect of its business or condition.

14. FCC Legal Compliance

FCC hereby agrees to comply with all applicable federal and state franchise laws and regulations regarding its activities under this Agreement. FCC will not provide franchise disclosure documents or any related franchise document to any Candidate or Vendor.

16. Relationship of the Parties

FCC’s relationship to Vendor is that of an independent contractor. Nothing in this Agreement or the Parties’ relationship shall be deemed to create a partnership, joint venture, association, agency, franchise, or employment relationship between FCC and Vendor. Neither FCC nor Vendor shall represent to any third party that there is any relationship between them other than that of an independent contractor relationship. Neither FCC nor Vendor shall have the authority to create any obligations or liabilities or incur any debts or expenses binding on the other. FCC and Vendor are separate and distinct entities and are completely independent of one another. Each is solely liable for its own actions or lack of action, and for the actions or lack of action of its agents, independent contractors, employees and representatives.

17. Termination

a. This Agreement may be terminated by either party by giving the other party at least thirty(30) calendar days prior written notice.

b. This Agreement may be terminated immediately for cause by either party if the other party fails to comply with any federal or state laws, ordinances, regulations or statutes.

c. This Agreement may be terminated by FCC upon five (5) day’s prior written notice, if Vendor fails to make timely payment to FCC.

d. Upon termination or expiration of this Agreement, the Vendor shall remain responsible for the payment of any fees due FCC for any introduction made by FCC, even if the Candidate has not signed the franchise agreement until after this Agreement has been terminated.

e. Until terminated by written notice from one party to the other, this Agreement shall remain in full force and effect.

18. Dispute Resolution

a. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, held in Miami, Florida, using the laws of the state of Florida, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof in Miami-Dade County, FL. The arbitrator shall reasonably limit the right of discovery.

b. Notwithstanding the previous provisions of this Section, any party may, at their option, bring a claim arising out of or relating to this Agreement, or the breach thereof, in small claims court in Miami-Dade County, Florida, to the extent small claims court has jurisdiction over the matter in controversy.

c. Notwithstanding anything herein to the contrary, any claim of breach of the confidentiality section of this Agreement may be brought in any court in Miami-Dade County, Florida for both injunctive relief and damages. The laws of the State of Florida shall govern any proceeding brought under this agreement.

d. In any action or arbitration proceeding brought under this Agreement, the losing party shall pay to the prevailing party all costs of such action, plus reasonable attorney fees incurred in bringing such action and/or enforcing any judgment granted herein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment. For the purposes of this section, attorney fees shall include, without limitation, fees incurred in the following: (i) post-judgment motions; (ii) contempt proceedings; (iii) garnishment, levy, and debtor and third-party examinations; (iv) discovery; and (v) bankruptcy litigation.

19. Governing Law

This Agreement shall be interpreted in accordance with the law of the State of Florida and venue for any action brought under this Agreement shall be in the state courts of Miami-Dade County, Florida.

20. Notices

Any notice required under this Agreement shall be in writing to the Parties at the address as follows:

The Franchise Consulting Company, Inc.

Attn.: Nicholas Neonakis, CEO

935 Bella Vista Ave

Miami, FL 33156

 

With a copy to:

Lanard and Associates, P.C.

Attn.: Nancy Lanard, Esquire

600 W. Germantown Pike, Suite 400

Plymouth Meeting, PA 19462

22. Survival

Any of the terms and covenants contained in this Agreement which require the performance of either party after the termination of this Agreement for any reason, shall survive the termination and shall remain enforceable.

23. Waiver

Failure of either party to require performance of any provision of this Agreement shall not limit the party’s right to enforce the provision at a later date.

24. Entire Agreement

This Agreement contains the entire agreement between the parties hereto and supercedes any prior written or oral agreements between the parties. This Agreement may only be amended by a written amendment executed by all parties hereto and signed by an individual authorized to sign and bind such Party.

IN WITNESS WHEREOF, this Agreement is executed by the Parties as of the date first set forth above.

Nicholas Neonakis, CEO

The Franchise Consulting Company, Inc.

935 Bella Vista Ave

Miami, FL 33156

Nick@TheFranchiseConsultingCompany.com

800-321-6072 

 

Signature

 

_______________________________________

I WARRANT THIS INFORMATION TO BE TRUE AND ACCURATE.