RECITALS
FCC is engaged in the business of consulting with, representing and/or referring potential franchisees (“Prospects”) to franchisors, would-be franchisors, and other business opportunity companies (hereinafter referred to collectively as “Franchisors”) in connection with the sale of their franchises, business opportunities, or existing businesses or units (hereinafter referred to collectively as “Franchise or Franchises”). In the course of conducting its business, FCC consultants meet with Prospects and provide them with information to help them determine what type of Franchise and which Franchisors might be most suitable for them. Neither FCC, nor its consultants charge any fee or receive any other compensation from Prospects for performing these consulting services.
FCC is paid fees, under certain conditions, by Franchisors or other outside vendors/business partners for conducting and providing these and other services. Any and all such payments to FCC, collectively, are hereinafter referred to as “Gross Consulting Income.” The form or purpose of these payments may include one or more of the following:
Standard Deal: A payment is made to FCC for services when a Prospect enters into a franchise agreement with a Franchisor. This payment is typically in the form of a percentage of the initial franchise fee or payment paid by the Prospect to the Franchisor and may also include one-time productivity or other bonus payments by the Franchisor. This type of transaction is hereinafter referred to as a “Standard Deal.”
Downstream Payment: FCC may negotiate additional compensation between FCC and Franchisors, which operate separate and independent of Standard Deal commissions, which are not contingent upon when the Prospect signs the initial franchise agreement with the Franchisor. These payments may be in the form of a percentage of the ongoing franchise fees (royalties) paid by the Prospect to the Franchisor, a liquidated equity interest that FCC has taken in the Franchisor, an additional bonus based on the cumulative companywide production by FCC and its consultants on behalf of the Franchisor, or another program based upon some other comparable long term economic interest or agreement between FCC and the Franchisors. This type of transaction is hereinafter referred to as a “Downstream Payment.” The Consultant’s Agreement must be active and the Consultant must be in good standing with FCC to be eligible for any Downstream Payments.
ATF Fees: FCC may negotiate additional fees for inventory, aggregate transaction (ATF), and administrative fees (IATA), which are payable to FCC and not considered ordinary commission or subject to the consultant commission splits described in Section П (a) and (b) above. Nevertheless, FCC may in its sole discretion, share the IATA Fees with consultants, after the specified number of negotiated Prospects have been placed with a particular Franchisor (hereinafter “Tranche”). For example, if FCC negotiates a term for the sale of seven Franchises and meets the negotiated term within the Tranche, the Franchisor would be responsible for making a payment of ATF Fees to FCC and upon the sale of the seventh Franchise, FCC would split the cumulative total of the ATF Fees in that particular Tranche (excluding FCC fees, which are currently set at 25% of ATF Fees) with the contributing consultants on a pro-rata basis based upon the percentage of the total number of Franchises each consultant was responsible for placing in that Tranche (hereinafter “Aggregate Transaction Fees” or “ATF Fees”). Once the threshold for each Tranche has been met, another Tranche begins until the next threshold has been met, and thereby the process repeats itself each time thereafter. For example, if a consultant places one of the seven Franchises in a Tranche, they would be entitled to 1/7th or 14.28% of the ATF Fees paid by a Franchisor after FCC fees have been deducted. If the consultant placed two of the Franchises into a Tranche, it would be 2/7th’s or 28.57% of the ATF Fees paid by a Franchisor after FCC fees have been deducted. If a consultant is responsible for placing more than seven Franchises in a particular Tranche, then FCC will commence another Tranche on the 8th Franchise and that consultant will be entitled to his/her portion of the ATF Fees within that second Tranche following said placemen and after deducting FCC fees. The Consultant’s Agreement must be active and the Consultant must be in good standing with FCC to be eligible to participate in ATF Fees.
FCC owns and exclusively holds all rights and title to its proprietary and confidential systems, operating methods, brand identification and contractual Franchisor relationships.
FCC is also engaged in the business of supporting the efforts of independent individuals and entities that wish to participate in a business of the same general type and using the same operating system and brand name as FCC. These independent individuals and entities have requested that FCC provide them with training on its proprietary operating systems and methods of doing business as well as providing them with access to the Franchisors with whom FCC has or will establish contractual relationships. They have also requested that FCC allow them the limited right to use the brand, logo and tradenames (hereinafter collectively referred to as the “IP”) of FCC, exclusively in conjunction with the furtherance of this Agreement.
Consultant desires to become a Consultant, whether as an independent individual or legally formed entity, and engage in the same type of business as FCC using the operating system, brand identification, IP, and proprietary and confidential methods of FCC. Consultant has also requested that FCC provide Consultant with training, information, access to FCC Franchisors, and the limited right to use the IP of FCC, exclusively in conjunction with the furtherance of this Agreement.
FCC has agreed to provide Consultant with such training, information, access to Franchisors, and the non-exclusive, limited right to use the IP of FCC, solely in furtherance of this Agreement, under the following terms and conditions.
FCC continues to seek out and research new opportunities, which inure to the benefit of the consultants. See Exhibit A to this agreement for new and/or supplemental programs, products, and services, subject to any additional terms and conditions included therein.
NOW, THEREFORE, intending to be legally bound hereby, and in consideration of the mutual covenants contained herein, the parties agree as follows:
1. FCC SERVICES
FCC will perform the following services for Consultant under the following terms and conditions:
1.1 System Documentation Materials. FCC will loan a copy of its proprietary FCC system training materials, including its systems and procedures for dealing with Prospects and Franchisors (hereinafter referred to as the “Materials”), to Consultant. Consultant agrees to hold all such Materials provided by FCC in strictest confidence during the term of this Agreement and thereafter. Consultant further agrees to immediately return all such Materials to FCC upon the termination of this Agreement, at any time and for any reason.
1.2 Initial Training. An FCC representative will provide initial training to Consultant covering all aspects of the systems and procedures for dealing with Prospects and Franchisors. This training will be held in a manner and at a location designated by FCC. Consultant will be responsible for all expenses incurred to travel and/or participate in said initial training, which will culminate with a multi-day summary training held at FCC’s home office.
1.3 Advanced Training. FCC will, from time to time, as it determines in its sole judgement that a need exists, conduct advanced training and system review sessions. This training will be held in a manner and at a location designated by FCC, and all such trainings will be made available to Consultant. Consultant will be responsible for all expenses incurred to travel and/or participate in such advanced training and system review sessions.
1.4 Ongoing System Support. After Consultant’s initial training, FCC will continue to provide system support to Consultant, as requested, and at the convenience of FCC. The amount and method of this ongoing system support will be whatever is deemed to be reasonable and necessary, in the sole opinion of FCC.
1.5 Franchisor Information. FCC will provide Consultant with the name, address, and other contact information, as well as an introduction, for every Franchisor with which it has arranged for Consultant to have a relationship and the ability to refer Prospects, as amended, at FCC’s sole and absolute discretion. During the term of this Agreement and for the term of any non-solicitation period provided below, Consultant agrees that it will not, either directly or indirectly, enter into any contract or relationship involving the offering of any services that fall within the contemplated scope of this Agreement, with any Franchisor introduced to Consultant by FCC. Consultant agrees that any inquiry made by a Franchisor to Consultant, concerning any service that falls within the contemplated scope of this Agreement, will be immediately referred by Consultant to FCC.
1.6 Use of Brand and Trademarks. FCC will grant Consultant the non-exclusive, limited right to use the IP of FCC, exclusively in conjunction with the furtherance of this Agreement. Consultant is authorized, while this Agreement is in full force and effect, to use the name and logo of FCC in Consultant’s public identification to Prospects of Consultant’s business. This right is limited to use on business cards, stationary, envelopes, phone number listings or answering services and proprietary materials purchased from FCC (or reprinted with the permission of FCC) to be used with Prospects. Consultant agrees that it will use the title “FCC Consultant” on all communication related to the business. Consultant agrees that it will not use the FCC IP in any other manner without the express written authorization of FCC, specifically including, but not limited to, the use of the IP in Consultant’s own legal name or legal identification. Consultant hereby agrees that it has no right, title or ownership of any kind in relation to the IP belonging to FCC. Consultant also agrees to immediately cease and desist from any use of the IP belonging to FCC upon the termination or expiration of this Agreement for any reason.
2. FCC MARKETING
The following rules govern all Consultant actions related to marketing activities for producing leads for Prospects:
2.1 The Franchise Consulting Company Marketing Program. FCC currently operate a marketing program to produce Prospect leads for certain consultants. Consultant may use these leads. This program may be modified from time to time.
2.2 Reporting Requirements. Consultant agrees that it will use FCC CRM system to record and regularly update all of Consultant’s activity with Prospects.
2.3 Consultant Non-Solicitation. Consultant expressly agrees that it will not solicit or accept any marketing contributions or other payments of any kind from any Franchisor, vendor, or business partner, including, but not limited to, an investment of time or any other non-monetary contribution or gift by the Franchisor, vendor, or business partner to Consultant, without first receiving written authorization from FCC. Any offers or expressions of interest, made by a Franchisor, vendor or business partner to Consultant, for providing any such marketing contributions, payments or support will immediately be referred by Consultant to FCC. The Alloy Program, as defined in exhibit A to this Agreement, shall be excluded from certain restrictions in this Section relating to monetary and non-monetary marketing considerations from Franchisors, provided Consultant is only soliciting and engaging with future Franchisors who have not contracted with or engaged FCC, its affiliates, or subsidiaries in the Alloy Program, nor are those Franchisors in the process of negotiating with FCC, its affiliates and subsidiaries in the Alloy Program. Notwithstanding the foregoing, the allowance of the Alloy Program does not establish an agency relationship between FCC and the Consultant.
2.4 Consultant Self-Marketing. Consultant expressly agrees that it will follow and observe all rules, regulations and conditions placed on Consultant’s ability to self-market themselves or their business to Prospects of Consultant. FCC will publish, and may change or modify at any time, these rules, regulations, and conditions that it feels, in its sole and absolute judgment, to be essential to protecting the integrity of the FCC brand.
3. PAYMENT OF GROSS CONSULTING INCOME
3.1 Ownership of Gross Consulting Income. Consultant agrees that all payments of Gross Consulting Income generated through the efforts of Consultant under the terms of this Agreement are the property of and will be paid directly to FCC. If Consultant receives any Gross Consulting Income from any source, Consultant shall immediately remit said Gross Consulting Income, in full, to FCC.
3.2 Collection Responsibility. FCC shall assume the costs of any effort, including legal fees, to collect Gross Consulting Income that is, in FCC’s sole and absolute opinion, due and payable based on the activity of Consultant and worth the effort and expense of proceeding with collection efforts.
3.3 Non-Monetary Considerations. To avoid the potential creation of any legal liability from the establishment of an agency relationship between Consultant and any Franchisor, vendor or business partner, FCC and Consultant agree that Consultant shall not accept any substantial, non-monetary consideration from any current or past Franchisors, vendors, or business partners. This restriction would include any free trips or other significant gifts, rewards or compensation, but would exclude any minor gifts or consideration if completely unrelated to the activities of the Consultant conducted with any specific Prospect. The Alloy Program, as defined in Exhibit A to this Agreement, shall be excluded from certain restrictions relating to monetary and non-monetary consideration from Franchisors, provided Consultant is only engaging with future Franchisors who have not contracted with or engaged FCC, its affiliates, or subsidiaries. Notwithstanding the foregoing, allowance of the Alloy Program, does not establish an agency relationship between FCC and the Consultant.
4. CONSULTANT COMMISSIONS AND OTHER COMPENSATION
Consultant will be paid a commission by FCC, based on the Gross Consulting Income received by FCC due to the efforts of Consultant, on the following terms, conditions and schedule:
4.1 Standard Deal Commission. The commission percentage paid to Consultant on Standard Deals is categorized based upon the lead source.
4.1(a). Standard Deal Lead. The definition of a “Standard Deal Lead” is a lead that is generated by the Consultant. Any Standard Deal Lead resulting in a sale, which was originated by Consultant will qualify for a commission to Consultant of ninety percent (90%).
4.1(b). Qualified Deal Lead. The definition of a “Qualified Lead” is a lead that FCC generated and transferred to the Consultant. Any Qualified Deal Lead resulting in a sale, which was produced by FCC will qualify for a commission to Consultant of seventy-five (75%).
4.2 Downstream Payment Commission. Any Downstream Payment received by FCC resulting in Gross Consulting Income, which was originated by Consultant will qualify for a commission to Consultant of fifty percent (50%) of the Downstream Payment received by FCC.
4.3 Aggregate Transaction Fee. Any Aggregate Transaction Fees or ATF, wherein Consultant contributed to a Tranche resulting in Gross Consulting Income received by FCC may qualify Consultant to a pro-rata share of the ATF at the sole discretion of FCC. The amount of the ATF is based upon the cumulative total of the IATA Fees in each Tranche with the contributing Consultant earning fees on a pro-rata basis based upon the percentage of the total number of Franchises he or she was responsible for placing in that particular Tranche. Any Aggregate Transaction Fee produced for FCC by Consultant will qualify for a commission to Consultant of seventy-five percent (75%) of the Aggregate Transaction Fee income received by FCC related to Consultant’s portion of the ATF related to Consultant’s deals that constitute the transactions triggering the ATF
4.4 Vendor/Business Partner Income. Any vendor/business partner Income produced for FCC by Consultant will qualify for a commission to Consultant of ninety percent (90%) of the vendor/business partner Income received by FCC.
4.5 Other Income. Any Gross Consulting Income produced for FCC by Consultant, that is based on any activities other than those listed above, will qualify for a commission to Consultant of ninety percent (90%).
4.6 Income Recognized as Received. FCC will pay commissions and other fees to Consultant based upon Gross Consulting Income as received and deposited into FCC’s banking institution. FCC will not use any form of accrual accounting to recognize Gross Consulting Income that may be due and payable at some future date in determining the commissions due to Consultant. Furthermore, Consultant agrees to immediately return any commission received from FCC if there is any error.
4.7 Commission Vesting. Any commission due to Consultant under this Section, shall be vested and payable to Consultant only upon receipt of the Gross Consulting Income by FCC, unless the Gross Consulting Income is received by FCC after the termination of the Consultant’s contract with FCC for cause, as defined in Section 9.2 below, or unless the Consultant violates the post termination provisions of this Agreement as contained in Section 10 below. In either of those situations, only those commissions due under Section 4.1 shall be vested and payable to consultant. If in any calendar year, the total of all such vested commissions actually paid to Consultant amount to less than $1,000 total, FCC shall no longer have any obligation to continue making future payments to Consultant under this commission vesting provision.
4.8 Refunds. In certain rare circumstances, FCC may be obligated to return a portion or all of the Gross Consulting Income paid to it by a Franchisor in association with a Standard Deal. If this happens, FCC will compute the percentage of refund as it applies to the Gross Consulting Income it received on the Standard Deal. Consultant agrees that it will immediately repay FCC this same percentage of the commission it received on the Standard Deal.
4.9 Commission Payment Schedule. FCC will pay all commissions due Consultant under Sections 4.1, 4.3, and 4.4 to Consultant by Electronic Funds Transfer (“EFT”), or other form of electronic payment determined to be acceptable to FCC, in its sole and absolute discretion, within twenty-four hours of the receipt of the Gross Consulting Income from a Franchisor. FCC will pay all other commissions and fees owed to Consultant by EFT (or other form of electronic payment determined to be acceptable to FCC, in its sole and absolute discretion) by the tenth day of the month following the month of receipt by FCC. FCC reserves the right to offset any commission payment due to Consultant by the amount of any indebtedness owed by Consultant to FCC.
5.0 Upside Participation. If FCC is sold in part or whole, 20% of the sales price actually received by FCC, excluding funds held in escrow or future performance bonuses yet to materialize, will be held in reserve to be distributed to the consultants who are operating under an active FCC consulting agreement and who are in good standing at the time of such sale, as determined by FCC in its sole and absolute discretion (the “Upside Participation Fund”). The amount paid to Consultant shall be pro-rated based upon the total amount of monies paid by Consultant to FCC in proportion to the total monies paid by all the consultants to FCC. For tracking purposes of the pro-rata share of the Upside Participation Fund, the commencement date shall be the execution date of the consultant’s current FCC consultant agreement and the end date shall be the execution date of the sale of FCC. If Consultant resigns, is terminated, is not in good standing or in violation of their FCC consultant agreement, Consultant shall not be eligible for participation in the Upside Participation Fund. If Consultant leaves and subsequently returns to FCC, the 2nd signing of their FCC consultant agreement shall constitute the start date for participation in the Upside Participation Fund. By way of example, if consultant X, who is active and in good standing with FCC, signed an FCC consultant agreement on June 1st, 2016, and paid a total of $500,000 in total monies to FCC at the time of a sale, while factoring in that FCC generated $20,000,000 in total income from all the FCC consultants combined, then consultant X would have generated 2.5% of the total monies paid by the consultants and received by FCC. Therefore, if FCC sells for $50,000,000, consultant X would be eligible for 2.5% of the Upside Participation Fund (or more specifically, 2.5% of $10,000,000), which equates to a $250,000 Upside Participation Fund payment. The Upside Participation Fund payment shall be paid in two equal installments, with the first being 365 days following the closing date of the sale and the second being 730 days following the closing date of the sale.
5. INDEPENDENT CONTRACTOR STATUS
5.1 Autonomy of the Parties. Consultant is an independent contractor and not an employee, franchisee, partner, or agent of FCC. Consultant shall have no right to participate in any of FCC’s presently existing or future employee benefits or employee benefit plans. Neither FCC nor Consultant shall represent to any third party that there is any employment, agency or any other relationship between FCC and Consultant. Neither FCC nor Consultant shall have the authority to act for the other in any manner to create any obligations or liabilities or incur any debts or expenses binding on the other. Neither FCC nor Consultant shall be responsible for any obligations, liabilities, debts, or expenses of the other. Neither has any control or right to control the activities of the other. FCC and Consultant are separate and distinct entities and are independent of one another.
5.2 Expenses and Supplies. Consultant is fully responsible for all its expenses, including, but not limited to, all expenses associated with its office, phones, postage, supplies, travel, legal obligations, and all liabilities that may arise while operating as a Consultant.
5.3 Employees/Agents of Consultant. Consultant shall have the right to hire employees and/or agents to assist in operating Consultant’s business, provided Consultant makes certain that all services performed by Consultant’s employees and/or agents is done in accordance with the terms of this Agreement. Consultant specifically agrees that no such employee and/or agent shall represent themselves publicly in any manner as being a part of FCC without first receiving the specific written consent and/or training of FCC to any such representation, which consent may be withheld or denied in FCC’s sole and absolute discretion. FCC does not assume any responsibility for the terms of any arrangements between Consultant and any of its employees and/or agents. Consultant is solely liable for its own action or lack thereof, and for the actions or lack thereof of its agents, employees, or representatives. Consultant is free to exercise its own judgment as to the manner, time, place and persons it conducts its business.
5.4 Taxes. To the extent required under applicable law, Consultant shall report as income all compensation received pursuant to this Agreement and pay all taxes due on such compensation. Consultant is solely responsible for all federal, state, and local taxes which may be payable in connection with this Agreement.
6. MUTUAL INDEMNIFICATION
FCC agrees to defend, indemnify, and hold Consultant harmless from and against any and all claims, demands, suits, obligations and liabilities arising out of or relating to any act, omission or breach of any obligation contained in this Agreement on the part of FCC to perform. Consultant agrees to defend, indemnify, and hold FCC harmless with respect to any and all claims, demands, suits, obligations and liabilities arising out of or relating to any act, omission or breach of any obligation by Consultant.
7. CONFIDENTIALITY
Consultant acknowledges that it may have access to or receive from FCC information of a confidential or proprietary nature. Such information would include, without limitation, any non-public information about (a) scripts, procedures, and other components of the FCC operating system; (b) FCC’s methods of doing business; (c) FCC’s financial affairs; (d) FCC’s business plans; (e) Franchisors; and (f) anything provided to Consultant by FCC (hereinafter collectively referred to as “Confidential Information”). Consultant agrees not to disclose any Confidential Information to any party without the prior written consent of FCC, which consent may be denied or withheld in FCC’s sole and absolute discretion. Consultant agrees not to use any Confidential Information except in furtherance of this Agreement. It shall not be a violation of this clause for Consultant to share this information with Consultant’s professional advisors if, and only if, such advisors require such information under law to effectively represent Consultant. Consultant acknowledges that any violation of this section would result in irreparable harm to FCC and therefore, FCC is entitled to injunctive relief, along with appropriate damages, for any violation thereof.
8. TERM OF AGREEMENT
The term of this Agreement shall run from the date of the execution of this Agreement through the last day of the calendar year in which the Agreement was executed. On the first day of the next calendar year, and on the first day of each subsequent calendar year, this Agreement shall automatically renew for a period of one year, unless previously terminated as provided for under the terms of this Agreement. Each of these renewals shall be on the then current form of FCC’s Independent Consultant Agreement.
9. TERMINATION OF AGREEMENT
9.1 Termination Without Cause. This Agreement may be terminated by either party, upon 90 days written notice, for any reason or no reason.
9.2 Termination For Cause. This Agreement may be terminated immediately by FCC for cause upon the occurrence of any of the following:
9.21 Consultant violates any federal, state, county or city regulation, statute, law, or ordinance applicable to Consultant’s conduct of the FCC business, or
9.22 Consultant fails to comply with any of its obligations under this Agreement, after receiving a default notice and having a 10-day period to cure the default, or
9.23 Consultant receives three or more default notices in any two-year period, even if said defaults are subsequently cured, under the terms of section 9.22 above, or
9.24 Consultant, or any shareholder, officer, director or employee of Consultant, becomes an owner or participates, either directly or indirectly, in the conduct or activities of any business or organization that competes with or engages in activities similar to FCC, or
9.25 Consultant files a petition in bankruptcy court under any chapter of the Bankruptcy Code, or
9.26 Consultant refers a Prospect to any Franchisor that is not currently under contract with FCC as demonstrated by the Franchisor’s listing in the FCC CRM system as being available for the referral of Prospects on the date of the referral by Consultant, or
9.27 Consultant engages in conduct that FCC considers to be unethical, immoral or a violation of moral turpitude, in FCC’s sole and absolute opinion and discretion.
10. POST-TERMINATION PROVISIONS
Upon the termination of this Agreement, Consultant agrees to be bound by the provisions listed below:
10.1 Return of Material. Consultant agrees that it will return to FCC, within 10 calendar days of the termination of this Agreement, at Consultant’s expense, all Confidential Information and any other FCC materials in its possession. Consultant will not retain copies of any such material in any form, including, but not limited to, electronic media.
10.2 Non-Solicitation. Consultant agrees that both during the term of this Agreement, and for a period of two years following the termination of this Agreement for any reason, neither Consultant, nor any shareholder, officer, director, employee or independent contractor of Consultant (the “Consultant Agents”), will, directly or indirectly, solicit or enter into any contract or relationship, involving the offering of any services that fall within the contemplated scope of this Agreement, with any Franchisor introduced to Consultant by FCC. During this same period, Consultant, and the Consultant Agents, will not divert, attempt to divert, or appropriate business from any Franchisors with whom FCC was doing business during the term of this Agreement, nor will they divert, attempt to divert, or appropriate any business from a Franchisor that FCC was or is currently negotiating to do business in the future. Furthermore, Consultant, its employees and agents will not in any way interfere or attempt to interfere with FCC’s relationships with any Franchisors.
10.3 Forfeiture of Commissions. Consultant agrees that any violation of these post-termination provisions will result in the forfeiture of the Consultant’s right to future commission payments from FCC as outlined in Section 4 above. In addition, FCC shall have all other remedies available at law or equity, including, but not limited to, equitable relief and damages.
11. ASSIGNMENT
Consultant shall not assign its rights and obligations under this Agreement without the express written consent of FCC, which consent shall not be unreasonably withheld.
12. WAIVER OF PERFORMANCE
No failure or delay by FCC in exercising any right or remedy under this Agreement shall constitute a waiver of any such right or remedy.
13. AMENDMENT
Except as specifically stated in section 8 above, this Agreement may be modified or amended only by an instrument in writing, duly executed by both FCC and Consultant.
14. AGREEMENT NOT TO BE CONSTRUED AGAINST DRAFTER
FCC and Consultant agree that they have both had ample opportunity to share this Agreement with legal counsel and their professional advisors and that it shall be deemed, for all purposes, that both parties drafted this Agreement.
15. ACTS OF GOD
Neither Consultant nor FCC shall be liable for any failure on its part to perform its obligations under this Agreement as the result of any Act of God, war, strike, labor unrest, act of terror, or any other unforeseeable circumstance, that causes a delay or inability to perform under this Agreement.
16. BINDING EFFECT
This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective heirs, legal representatives, successors, and assigns.
17. GOVERNING LAW
FCC and Consultant agree that the laws of the State of Florida shall apply in any action or proceeding arising from or in connection with this Agreement.
18. MEDIATION AND ARBITRATION
In the event of any dispute arising from or concerning this Agreement, the parties agree to attempt to resolve the dispute by mediation through the auspices of the American Arbitration Association, in Miami, Florida. Should mediation undertaken by the parties not result in a settlement of the dispute, the parties agree to submit the dispute for binding arbitration to the American Arbitration Association in Miami, Florida, and such arbitration shall be conducted by a single arbitrator under the rules of the American Arbitration Association then in effect. Any judgment so awarded may be enforced by the courts of Miami-Dade County, Florida.
19. NOTICES
All notices, requests, consents, demands, waivers or other communications required to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, or by any recognized overnight carrier whereby a valid delivery receipt is obtained.
FCC
The Franchise Consulting Company, Inc.
935 Bella Vista Ave
Coral Gables, FL 33156
Attn: Nick Neonakis