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Restaurant Licensing Agreement
1. Parties: Identifies the licensor and licensee with their full legal details and registered addresses
2. Background: Describes the licensor's business, ownership of the restaurant concept, and the licensee's intention to operate under the license
3. Definitions: Defines key terms used throughout the agreement including Licensed Marks, Licensed System, Territory, etc.
4. Grant of License: Specifies the rights being granted, including use of trademarks, operating system, and territory limitations
5. Term and Renewal: Specifies the initial duration of the agreement and conditions for renewal
6. Fees and Payments: Details all fees including initial fee, ongoing royalties, marketing contributions, and payment terms
7. Licensor's Obligations: Lists the licensor's responsibilities including training, support, and quality control
8. Licensee's Obligations: Specifies the licensee's duties in operating the restaurant, maintaining standards, and reporting
9. Quality Control: Establishes quality standards, inspection rights, and compliance requirements
10. Intellectual Property: Details the protection and permitted use of trademarks, trade secrets, and other IP
11. Confidentiality: Defines confidential information and obligations to maintain secrecy
12. Termination: Specifies grounds for termination, procedures, and consequences
13. Post-Termination: Details obligations after termination including de-branding and non-compete provisions
14. Assignment and Transfer: Specifies conditions for transferring the license or changing ownership
15. Governing Law and Dispute Resolution: Specifies applicable law and methods for resolving disputes
16. General Provisions: Contains standard boilerplate clauses including notices, entire agreement, and amendments
1. Development Schedule: Used when the licensee must develop multiple locations over time
2. Equipment and Suppliers: Include when specific equipment must be used or suppliers must be sourced from approved vendors
3. Marketing and Advertising: Detailed section when specific marketing requirements or cooperative advertising programs exist
4. Insurance: Detailed insurance requirements when these exceed standard business coverage
5. Personnel and Training: Detailed section when specific staffing requirements or extensive training programs exist
6. Guarantee: Include when personal or parent company guarantees are required
7. Right of First Refusal: Used when licensor wants rights to purchase the licensed business
8. Force Majeure: Detailed provisions for handling unforeseen circumstances affecting operations
1. Schedule 1 - Licensed Marks: Lists all trademarks, logos, and brand elements covered by the license
2. Schedule 2 - Licensed Territory: Defines the geographical area of operation, including maps if necessary
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment calculations
4. Schedule 4 - Operating Manual Table of Contents: Overview of the operating manual contents (full manual provided separately)
5. Schedule 5 - Approved Products and Menu Items: List of authorized products, dishes, and menu items
6. Schedule 6 - Standard Operating Procedures: Key operational requirements and standards
7. Schedule 7 - Initial Training Program: Details of required initial training for licensee and staff
8. Schedule 8 - Approved Equipment and Suppliers: List of required equipment and approved suppliers
9. Schedule 9 - Design and Fit-out Specifications: Restaurant design requirements and specifications
10. Appendix A - Form of Guarantee: Template for personal or corporate guarantee if required
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