FRANCHISE AGREEMENT

FRANCHISE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made on ___________________________ by and between CareClic Inc. (CareClic247 app) of 2600 Michelson Drive, 17th Floor, Irvine, CA 92612 AND _________________________________ (the “Franchisee”) of _____________________________________ on the basis of the following understandings and agreements:

  1. AGREEMENT BASIS

The Franchisor has developed methods for establishing, operating, and promoting businesses engaged in the business of Home Healthcare and Caregiving through developing a mobile app service that can send a Doctor, Nurse or a caregiver to your loved ones home 24/7 on demand, using the service marks and related trade names and trademarks (the “Marks”) and the Franchisor’s proprietary methods of doing business (the “Licensed Methods”). The Franchisor grants the right to others to develop and operate a CareClic franchise, under the Trade Marks and pursuant to the Licensed Methods.

The Franchisee desires to establish a CareClic Franchise at a location identified herein, and the Franchisor desires to grant the Franchisee the right to operate a CareClic franchise at such location under the terms and conditions which are contained in this Agreement.

  • RESERVED RIGHTS

Franchisee hereby agrees at all times to faithfully, honestly, and diligently perform the Franchisee’s obligations hereunder, and to continuously exert best efforts to promote the CareClic franchise. Additionally, Franchisee hereby acknowledges and agrees that this Agreement shall in no way mean that Franchisor’s rights are limited with regard to Franchisor’s Business. Franchisor and its affiliates, subsidiaries or related businesses hereby retain all rights to develop, operate, promote or otherwise exploit the Business, the System, and the Proprietary Marks. Franchisee additionally acknowledges and agrees that Franchisee is not entitled to any exclusivity or other territorial rights, except as specifically delineated in this Agreement.

  • FEES
  • Franchise Fee: Franchisee shall pay the following initial franchise fee (“Initial Fee”) to Franchisor for the right to enter this Agreement and in consideration of the New Franchisee Business: $ 330,000.

The Initial Fee shall be paid as follows: $ 75,000 application fee, and $ 255,000 balance due immediately.

  • Annual fees: The Franchisee shall pay an annual franchise fee of $ 150,000 during the term of the agreement.
  • Failure to Pay: Should Franchisee fail to pay the Initial Fee or any portion of it, Franchisor shall have the absolute right to declare this Agreement null and void and retain any portion of the Initial Fee that Franchisee may have already paid. Franchisor shall then have no additional obligations to Franchisee under this Agreement.
  • Royalties: Franchisee shall pay Franchisor a royalty for use of the Proprietary Marks which shall be 25% on gross earnings annually.
  • FRANCHISED LOCATION AND DESIGNATED AREA

The Franchisee is granted the right and franchise to own and operate one CareClic franchise at Vietnam.  The rights granted to the Franchisee under this Agreement are for the specific franchised location and cannot be transferred to any other location without the prior approval of the Franchisor.

The Franchisee must be available to transfer to another country, such as America if available after 12 months. As an employee, the Franchisee will have the option of purchasing a CareClic247 franchise at a special employee rate of $ 330, 000 USD. The Franchise will be fully transferrable to another Country, such as America.

Special offer for employees: As an employee/franchise owner of CareClic Inc., Once employed for three months or more, CareClic Inc., can offer assistance in filing an L-1 visa and moving you into a Multi-National Managerial Executive position, annual salary starting at $60,000 USD. Once 12-month employment is completed without any serious issues, CareClic Inc USA will sponsor you for an EB-1-C and green card interview.

  • TRAINING

The Franchisor’s initial training program shall consist of _________ days of instruction at a location designated by the Franchisor; provided, however, that the Franchisor reserves the right to waive a portion of the Franchisor’s training program or alter the training schedule if, in the Franchisor’s sole discretion, the Franchisee or General Manager has sufficient prior experience or training.

From time to time, the Franchisor may present seminars, conventions, or continuing development programs or conduct meetings for the benefit of the Franchisee.

  • DEVELOPMENT ASSISTANCE

In addition to the Franchisor’s initial training, equipment list, design services, Operations Manual, and other pre-opening services described elsewhere in this Agreement, Franchisor will provide the Franchisee prior to opening with a list of approved and designated suppliers and an advertising plan and advertising copy for Franchisee’s grand opening.

In addition to the other operational assistance and advice provided by the Franchisor pursuant to other provisions of this Agreement, at the opening of the Franchisee’s location and for a period of 30 days thereafter, the Franchisor shall provide the on-site services of a representative to assist the Franchisee and provide further on-site training in connection with the operation of the Franchisee’s location.

  • ADVERTISING

The Franchisee shall obtain the Franchisor’s prior written approval of all advertising or other marketing or promotional programs published by any method, including print, broadcast and electronic media, regarding the CareClic franchise, including, without limitation, “Yellow Pages” advertising, newspaper ads, flyers, brochures, coupons, direct mail pieces, specialty and novelty items, radio, television, and Internet advertising. The Franchisee acknowledges and agrees that the Franchisor may disapprove of any advertising, marketing, or promotional programs submitted to the Franchisor for any reason in the Franchisor’s sole discretion. The Franchisee shall also obtain the Franchisor’s prior written approval of all promotional materials provided by vendors. The proposed written advertising or a description of the marketing or promotional program shall be submitted to the Franchisor before publication, broadcast, or use.

  • TERM AND TERMINATION

The franchise will be opened on ____________________________________________ and expire on _______________________________  . However, the Franchisor shall have the right, at its option, to terminate this Agreement and all rights granted the Franchisee hereunder, without affording the Franchisee any opportunity to cure any default (subject to any state laws to the contrary, where state law shall prevail), effective upon receipt of notice by the Franchisee, upon the occurrence of any of the following events:

  1. Abandonment. If the Franchisee ceases to operate the CareClic franchise or otherwise abandons the CareClic franchise for a period of 30 consecutive days, or any shorter period that indicates an intent by the Franchisee to discontinue operation of the CareClic franchise, unless and only to the extent that full operation of the CareClic franchise is suspended or terminated due to fire, flood, earthquake or other similar causes beyond the Franchisee’s control and not related to the availability of funds to the Franchisee;
  2. Insolvency; Assignments. If the Franchisee becomes insolvent or is adjudicated bankrupt; or any action is taken by the Franchisee, or by others against the Franchisee under any insolvency, bankruptcy or reorganization act, (this provision may not be enforceable under federal bankruptcy law), or if the Franchisee makes an assignment for the benefit of creditors, or a receiver is appointed by the Franchisee;
  3. Criminal Conviction. If the Franchisee is convicted of a felony, a crime involving moral turpitude, or any crime or offense that is reasonably likely, in the sole opinion of the Franchisor, to materially and unfavorably affect the Licensed Methods, Marks, goodwill or reputation thereof;
  4. Failure to Make Payments. If the Franchisee fails to pay any amounts due the Franchisor or affiliates, including any amounts which may be due as a result of any subleases or lease assignments between the Franchisee and the Franchisor, within 10 days after receiving notice that such fees or amounts are overdue;
  5. Misuse of Marks. If the Franchisee misuses or fails to follow the Franchisor’s directions and guidelines concerning use of the Franchisor’s Marks and fails to correct the misuse or failure within ten days after notification from the Franchisor;
  6. Unauthorized Disclosure. If the Franchisee intentionally or negligently discloses to any unauthorized person the contents of or any part of the Franchisor’s Operations Manual or any other trade secrets or confidential information of the Franchisor;
  7. Repeated Non-Compliance. If the Franchisee has received two previous notices of default from the Franchisor and is again in default of this Agreement at any time during the term of this Agreement, regardless of whether the previous defaults were cured by the Franchisee.
  8. Other. Any other covenant that the parties feel is sufficient cause to terminate this Agreement.
  9. GOVERNING LAW

This Agreement shall be interpreted under the laws of the State of ________________ and any disputes between the parties shall be governed by and determined in accordance with the substantive laws of the State of [Insert date], which laws shall prevail in the event of any conflict of laws.

  1. DISPUTE RESOLUTION

Any and all disputes arising between the parties regarding the subject matter shall be solved through mediation pursuant to American Mediation Rules.

  1. MODIFICATION

The Franchisor and/or the Franchisee may modify this Agreement only upon execution of a written agreement between the two parties. The Franchisee acknowledges that the Franchisor may modify its standards and specifications and operate and marketing techniques set forth in the Operations Manual unilaterally under any conditions and to the extent in which the Franchisor, in its sole discretion, deems necessary to protect, promote, or improve the Marks and the quality of the Licensed Methods, but under no circumstances will such modifications be made arbitrarily without such determination.

  1. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties and supersedes any and all prior agreements concerning the subject matter hereof. The Franchisee agrees and understands that the Franchisor shall not be liable or obligated for any oral representations or commitments made prior to the execution hereof or for claims of negligent or fraudulent misrepresentation based on any such oral representations or commitments and that no modifications of this Agreement shall be effective except those in writing and signed by both parties. The Franchisor does not authorize and will not be bound by any representation of any nature other than those expressed in this Agreement. The Franchisee further acknowledges and agrees that no representations have been made to it by the Franchisor regarding projected sales volumes, market potential, revenues, profits of the Franchisee’s [Insert Franchise Name] franchise, or operational assistance other than as stated in this Agreement or in any disclosure document provided by the Franchisor or its representatives.

  1. EFFECTIVE DATE

This Agreement shall not be effective until accepted by the Franchisor as evidenced by dating and signing by an officer of the Franchisor.

  1. ATTORNEYS’ FEES

In the event of any dispute between the parties to this Agreement, including any dispute involving an officer, director, employee, or managing agent of a party to this Agreement, in addition to all other remedies, the non-prevailing party will pay the prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in any legal action, arbitration or other proceedings as a result of such dispute.

  1. INJUNCTIVE RELIEF

Nothing herein shall prevent the Franchisor or the Franchisee from seeking injunctive relief to prevent irreparable harm, in addition to all other remedies. If the Franchisor seeks an injunction, the Franchisor will not be required to post a bond.

  1. NO WAIVER

No waiver of any condition or covenant contained in this Agreement or failure to exercise a right or remedy by the Franchisor or the Franchisee shall be considered to imply or constitute a further waiver by the Franchisor or the Franchisee of the same or any other condition, covenant, right, or remedy.

  1. NO RIGHT TO SET OFF

The Franchisee shall not be allowed to set off amounts owed to the Franchisor for Royalties, fees, or other amounts due hereunder, against any monies owed to Franchisee, nor shall the Franchisee, in any event, withhold such amounts due to any alleged nonperformance by the Franchisor hereunder, which right of set-off is hereby expressly waived by the Franchisee.

  1. INVALIDITY

If any provision of this Agreement is held invalid by any tribunal in a final decision from which no appeal is or can be taken, such provision shall be deemed modified to eliminate the invalid element and, as so modified, such provision shall be deemed a part of this Agreement as though originally included. The remaining provisions of this Agreement shall not be affected by such modification.

  1. NOTICES

All notices required to be given under this Agreement shall be given in writing, by certified mail, return receipt requested, or by an overnight delivery service providing documentation of receipt, at the address set forth in the first paragraph of this Agreement or at such other addresses as the Franchisor or the Franchisee may designate from time to time, and shall be effectively given when deposited in the United States mail, postage prepaid, or when received via overnight delivery, as may be applicable.

  • PAYMENT OF TAXES

The Franchisee shall reimburse the Franchisor, or its affiliates and designees, promptly and when due, the amount of all sales taxes, use taxes, personal property taxes, and similar taxes imposed upon, required to be collected or paid by the Franchisor, or its affiliates or designees, on account of services or goods furnished by the Franchisor, its affiliates or designees, to the Franchisee through sale, lease or otherwise, or on account of collection by the Franchisor, its affiliates or designees, of the initial franchise fee, Royalties, Marketing and Promotion Fees or any other payments made by the Franchisee to the Franchisor required under the terms of this Agreement.

  • SIGNATURES

This Agreement shall be signed on behalf of [Insert Franchisor Name] by [Insert Franchisor Representative] and on behalf of [Insert Franchisee Name] by [Insert Franchisee Name].

BEFORE SIGNING THIS AGREEMENT, THE FRANCHISEE SHOULD READ IT CAREFULLY WITH THE ASSISTANCE OF LEGAL COUNSEL. THE FRANCHISEE ACKNOWLEDGES THAT (a) THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN INVOLVES SUBSTANTIAL RISKS AND DEPENDS UPON THE FRANCHISEE’S ABILITY AS AN INDEPENDENT BUSINESS PERSON AND ITS ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS, AND (b) NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN GIVEN AS TO THE POTENTIAL SUCCESS OF SUCH BUSINESS VENTURE OR THE EARNINGS LIKELY TO BE ACHIEVED, AND (c) NO STATEMENT, REPRESENTATION OR OTHER ACT, EVENT OR COMMUNICATION, EXCEPT AS SET FORTH IN THIS DOCUMENT, AND IN ANY OFFERING CIRCULAR SUPPLIED TO THE FRANCHISEE, IS BINDING ON THE FRANCHISOR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.

INTENDING TO BE BOUND, the parties have executed this Agreement as of the date first above set forth.

FRANCHISOR:

By: ___________________________________ Date: __________________

By [Insert Franchisor Representative]

FRANCHISEE:

By: ___________________________________ Date: __________________

By [Insert Franchisee Name]

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