FRANCHISE AGREEMENT

September 5, 2023

FRANCHISE AGREEMENT

BETWEEN

1. AL-KAR LLC / NAUGHTY WAFFLE (“THE FRANCHISOR”)

AND

2. JOAQUIN’S MANAGEMENT CO. LLC. (“THE FRANCHISEE”)

THIS AGREEMENT is made on the ………………….day of …………………….20……………by and
between the Franchisor and Franchisee(collectively referred to herein as the “Parties” or individually as the
“Party” and includes that party’s successors and assigns.
WHEREAS:
A. The Franchisor has developed all the Proprietary Marks and Business Operating Methods to
which the Franchisor utilizes in managing its business.
B. The Franchisee has agreed to use the Franchisor’s Proprietary Marks and Business Operating
Methods to run its business according to the terms of this Agreement.

In consideration of the payment of the franchising fee and royalties payable under this Agreement, for the
use of the Franchisor’s Proprietary Marks, Business Operating Methods, products and the covenants
contained herein, the receipt of which is hereby acknowledged, the parties agree as follows:
1) GRANT OF FRANCHISE
The Franchisor now grants to the Franchisee, and the Franchisee hereby accepts, the right during the
Term to open and operate the Franchised Business. The Franchisee to operate the franchise only per the
terms and conditions of this Agreement.
2) LOCATION
The Franchisee shall open the franchise in the following location;
__________________________________
3) AGREEMENT TERM
The Term of this Agreement will commence upon execution until termination.
4) FEES
 The Franchisee shall pay to the Franchisor a Franchise fee of $17,500 payable before the
Franchisor starts operation. This will be for the name rights and startup fee.
 The Franchisor shall receive and account for all royalties from the Franchise and retain its per cent
(6% of gross revenue) and forward the balance, to the Franchisee. The royalty fees shall be
payable on a monthly basis and will include all sales: (a) all retail sales at location, and (b) all
catering events. The Franchisee agrees to subsequent fees such as design fee and marketing fees
payable as agreed by the parties.
5) ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties and supersedes all prior agreements
concerning the subject matter. The Franchisee agrees and understands that the Franchisor shall not be
liable or obligated for any oral representations or commitments made before 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 franchise, or operational assistance other than as stated in this
Agreement or in any disclosure document provided by the Franchisor or its representatives.
6) RESTRICTIONS
 The Franchisee agrees that other than its franchise licensed herein, neither the Franchisee nor any
of the Franchisee’s officers, directors, shareholders or partners, nor any member of his or their
immediate fatuities, shall during the Term of this Agreement have any direct or indirect controlling
interest as a disclosed or beneficial owner in a Competitive Business.
 The Franchisee shall treat all information it receives which comprises or is a part of the Licensed
Methods licensed hereunder as proprietary and confidential and will not use such information in an
unauthorized manner or disclose the same to any unauthorized person without first obtaining the
Franchisor’s written consent.
 The Franchisee is prohibited from offering or selling any products or services not authorized by
Franchisor. He may, however seek the Franchisor’s consent in writing. In addition, the Franchisee
may only change the location (from the initially agreed location in clause 2 above) of the franchise
with the consent of the Franchisor.
 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 franchise. The Franchisee shall also obtain the Franchisor’s prior
written approval of all promotional materials provided by vendors.
 The Franchisee shall insure the franchise with a viable insurance cover guided by the acceptable
standards in similar businesses. The Franchisor may, however require the Franchisee to change
the insurance cover to its reasonable satisfaction. If the Franchisee fails to pay the insurance when
it is due, the Franchisor may pay the said sum, and the Franchisee will be liable to refund the
Franchisor.
7) PARTIES’ UNDERSTANDINGS
 The Franchisee is only permitted to open one kiosk (the Franchise) as per this agreement.
 The Franchisee shall be given monthly sales reports by the Franchisor.
 The secret flour recipe shall be bought from the Franchisor at a negotiated price of $2.50 per
Waffle. The Franchisee shall follow the instruction to make the batter by adding other ingredients.
The Batter recipe details will also be provided by the Franchisor. This waffle batter or flour shall
only be prepared at ________________ (input location), and shall not be sold or given to
anywhere else.
 The Franchisor shall provide their menu to the Franchisee who shall use it as the only menu at the
Franchise and shall not alter it. Further, drink and waffle prices will be set at the same price as
other Franchisor’s locations. Alterations shall also be disallowed on the prices.
7. The Franchisee shall cover all expenses:
 Kiosk rent and security deposit
 Signage
 Any kiosk related expenses
 Permits and Licenses

 POS Systems
 Insurance
 Utilities
 Employee salary & wages
 Ingredient Cost
 Kiosk plans shall be subject to approval by the Franchisor. Any proposed changes after
commencing operations must be submitted to Franchisor for approval.
 Upon termination of this contract, the Franchisee shall not sell waffles for the next 5 years at this
agreement’s location or any other location under the Franchisor or any other business name.
 The Franchisor’s name or menu items cannot be used in any other location or in any other
business other than the kiosk location mentioned in this contract. Any additional kiosk locations will
require a new contract with updated terms and conditions.
8) 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.
9) TRAINING AND ONGOING SUPPORT
The Franchisor shall provide the Franchisee with;
 The know-how, technical assistance, services and necessary training to develop, establish and
operate the franchise, in the terms agreed by the parties;
 The materials, manuals, guidelines and other documents related to the operation of the franchise;
and
 A list of equipment, supplies, approved suppliers, a list of products, and other materials necessary
or required to open and operate the franchised units.
The Franchisee will co-operate with the Franchisor to facilitate smooth delivery of the training and ongoing
support.
10) INSPECTION OF FRANCHISES AND OPERATIONS.
The Franchisor will conduct inspections of the Franchise in the territory, and its operations, per the
standards from time to time established by the Franchisor, upon such schedules and according to such
procedures as will be determined by the Franchisor, acting in good faith, but, in any event, at least once
during each calendar quarter.
11) 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.
12) DISPUTE RESOLUTION
Parties agree to settle disputes under this agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
☐Litigation.
13) TERMINATION
 Either party may terminate this Agreement upon giving the other party no less than 30 days’ notice
in writing. If a Party wishes to terminate the contract with less than these stated days, the other
Party reserves the right to charge costs that they have already paid in advance or incurred.
 The termination of this Agreement shall not discharge the liabilities accumulated by either party.
 Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement
shall survive the termination of this Agreement by whatever cause.
 Upon termination, the Franchisee should cease using the Franchisor’s trademarks and other
intellectual property rights of the Franchisor and must not after that hold itself out as a Franchisee
of the Franchisor.
14) VARIATION TO THE AGREEMENT
Either party may request variations to the Agreement. Variations will only be effective if agreed in writing,
signed by all parties and recorded.
15) FORCE MAJEURE
 For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably
avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war,
riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other
industrial action, terrorist acts, confiscation or any other action by government agencies.
 A Party’s failure to fulfil its obligations due to Force Majeure, shall not be considered as a breach of this
Agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable
alternative measures, and minimal delay all to carry out the terms of this Agreement.
16) NO WAIVER
Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative
and not exclusive to rights or remedies provided by law. Failure by either party to enforce any of the terms
or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions.
17) SEVERABILITY
Suppose any provision of this Agreement is declared by any judicial or other competent body to be void,
voidable, illegal, or otherwise unenforceable; parties may amend that provision or severe it from this
Agreement. The remaining provisions of this Agreement shall remain in full force and effect.
18) NOTICES

Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in
writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day
after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by written notice,
provided that any notice of change of address shall be effective only upon actual receipt. Any notice
delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient, and the
effective date of such notice shall be the date of receipt, provided such receipt has been confirmed by the
recipient.
THE FRANCHISOR: ___________________________________________

THE FRANCHISEE: ___________________________________________
19) COSTS
Each party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.
20) GOVERNING LAW
The construction, validity, and performance of this Agreement shall be governed in all respects by the Laws
of the state of Florida without regard to its conflict of laws provisions.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, all Parties by their duly
authorized officer, as of the day and year set forth below.
Signed by the duly authorized representative of
the FRANCHISOR
Signature:
Name:
Designation:
Date:………………………………………………

Signed by the duly authorized representative of
the FRANCHISEE
Signature:
Name:
Designation:
Date:…………………………………………….……

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