1. DEFINITIONS AND CONCEPTS APPLIED IN THIS AGREEMENT
1.1. Day of entry into force of the User's rights means the day when the User first opens the Store for activities under this Agreement (for trade in Goods and access to visitors) subject to registration of this Agreement in accordance with current legislation RF. Until this moment, the User has no right to use the Trademark.
1.2. Trade equipment means any equipment intended for trade, including signs, logos and other similar equipment for conducting business by the User and provided by the Copyright Holder.
1.3. System means the system of equipment, equipment of the Store (including the development and use of computer software and hardware, but not limited to), placement, trade, promotion of Goods.
1.4. Product means products supplied by the Copyright Holder to the User, which are intended for sale (trade) in the Store.
1.5. Inventory means all Products for sale in the Store.
1.6. Shop means a company store “”, equipped in accordance with the requirements of the Copyright Holder, based on the corporate design and architectural project of the Copyright Holder, where the User conducts his business. The location and opening schedules of other Stores are agreed upon by the Parties in the Additional Agreements to this Agreement and come into force from the moment state registration. The list of Stores is contained in (Appendix No. 4) to this Agreement.
1.7. Reconstruction means necessary work, to be carried out to renovate and decorate the Store in a style acceptable to the Copyright Holder in accordance with the discretion and trade policy of the latter.
1.8. Uniform means the official work clothes of the User’s sellers, agreed upon with the Copyright Holder, which is used while working in the Store.
1.9. Trademark– designations used to individualize goods specified in (Appendix No. 1) to this Agreement.
1.10. Use of the Trademark– means the implementation of trade in the Product, its use in advertising and on signs.
2. SUBJECT OF THIS AGREEMENT. TRADEMARK AND RIGHTS TO IT
2.1. In accordance with this Agreement, the Copyright Holder, for a fee, undertakes to provide the User with the right to use the Trademark, business reputation and commercial experience in full in the User’s business activities.
2.2. The subject of this Agreement does not include the granting of the right to produce Goods with the Trademark “”, as well as other actions with the Goods and Inventory.
2.3. Attached to this Agreement are copies of the relevant Trademark Certificates (hereinafter referred to as the Certificates).
2.4. Use applies only to the territory of Stores agreed upon with the Copyright Holder.
3. REGISTRATION OF THIS AGREEMENT
3.1. The Copyright Holder and the User or, on behalf of the Copyright Holder, only the User undertake to register this Agreement in accordance with the current legislation of the Russian Federation.
3.2. All costs associated with the registration of this Agreement are borne by the User.
4. REPRESENTATION OF THE RIGHTS HOLDER FOR PROVIDING NON-EXCLUSIVE RIGHTS TO THE TRADEMARK
4.1. The parties establish that when concluding this Agreement, the parties proceed from the fact that the additional benefit received by the Copyright Holder in accordance with this Agreement is the expansion of the store network based on the agreed Store Opening Schedule (Appendix No. 4).
5. QUALIFICATIONS OF EMPLOYEES
5.1. The Copyright Holder provides the User with the information and educational materials to manage the activities of the Store.
6. PREREQUISITES
6.1. The User is obliged to provide the Store for Reconstruction within a reasonable time, and also to carry out the Reconstruction of the first Store within days from the date of signing by the Parties of this Agreement. Reconstruction and opening of subsequent Stores is carried out within days from the date of agreement with the Copyright Holder of the opening of the Store. In case of violation of the store opening deadlines, the Copyright Holder has the right to terminate the agreement unilaterally.
6.2. On the Day of entry into force of the User's rights (for each Store), the Parties must fulfill the following conditions (hereinafter referred to as the Opening Conditions):
6.2.1. Availability of all licenses, permits and other mandatory documents required in accordance with the current legislation of the Russian Federation for operating the Store under the Trademark of the Copyright Holder.
6.2.2. Carrying out the reconstruction of the store in accordance with the design project approved by the Copyright Holder. The store must be ready for visitors to access and trade Goods there.
6.2.3. Validity (entry into force) of this Agreement.
6.3. In the event that the Opening Conditions are not met, the User does not have the right to begin activities in the Store until they are fully met.
6.4. In the event that the User is unable to open the Store (each specific) for operation within days from the day when all training and certification are completed, this Agreement may be terminated by the Copyright Holder unilaterally (extrajudicially) in part of this Store or in in general (clause 3 of article 450 of the Civil Code of the Russian Federation). The User returns everything received from the Copyright Holder during the Reconstruction and training and compensates for all expenses and losses of the Copyright Holder.
7. RIGHTS AND OBLIGATIONS OF THE COPYRIGHT HOLDER
In accordance with this Agreement, the Copyright Holder:
7.1. Provides the User with all necessary documentation, information and recommendations related to conducting activities under his Trademark.
7.2. Provides the User with design projects for the interior and facade of the Store. The Copyright Holder may, in cases where it considers it necessary, advise and assist the User in carrying out the Reconstruction.
7.3. Grants the right to use the Trademark to the extent specified in clause 2.1 of this Agreement. All rights of the User to use the Trademark are canceled after termination or early termination of this Agreement.
7.4. Grants the right to use the Trademark for advertising and printed materials agreed with the Copyright Holder. The User's advertising campaign is subject to approval by the Copyright Holder. All advertising materials must be approved by the Copyright Holder prior to publication, broadcast or other distribution.
7.5. The right to send its employees to the Store on a quarterly basis for periodic training, changes and reorganization of the process of trading Goods in the Store.
7.6. Recommends and trains the User's manager on reporting and control systems.
7.7. If necessary and at will, supplies advertising and information boards with product samples for all new collections and batches of Products. The User is obliged to return them to the Copyright Holder at the end of the period agreed upon by the Parties; has no right to copy them, and is obliged to exclude their use by third parties.
7.8. Coordinates with the User the placement of appropriate orders for Goods in accordance with clause 8.17 of this Agreement.
7.9. Gives instructions, prepares and coordinates measures to stimulate sales of the Product in accordance with the system of discounts and discounts in force at the Copyright Holder. The copyright holder establishes pricing policy in relation to the Goods. The User follows the unified pricing system in stores, applies a system of benefits, discounts and discounts, and also participates in other discount promotions organized and applied by the Copyright Holder.
7.10. The parties have established that the User undertakes to agree with the Copyright Holder on a system of benefits, discounts and discounts, as well as participation in other discount promotions established and applied by the Copyright Holder when conducting federal advertising campaigns. Losses incurred by the Recipient as a result of discount (reduced markup) promotions, lost profits of the Recipient can be reimbursed by the Copyright Holder by offsetting the amount received as a result of the inventory carried out at the end of the promotion against subsequent deliveries.
8. RIGHTS AND OBLIGATIONS OF THE USER
In accordance with this Agreement, the User:
8.1. At its own expense, it carries out Reconstruction of the Store in accordance with the design documentation of the Copyright Holder. In this case, the User independently coordinates all redevelopment (re-equipment) of the Store premises with the authorized bodies, and also obtains the right to trade in the Stores.
8.2. Purchases Trade equipment in quantity and nomenclature corresponding to the standards of the Copyright Holder. From the moment the Agreement expires, the Copyright Holder is obliged to remove the corporate identity elements from the equipment.
8.3. Guarantees the existence of ownership or other permanent proprietary right to the Store, which will be retained by it for a certain period of time, and will not allow restrictions or other interference of third parties in the activities of the User in accordance with this Agreement.
8.4. Performs any necessary procedures and obtains all appropriate permits and licenses for the reconstruction of the Store and the conduct of trade in the Products in it.
8.5. Sells in the Store only Goods supplied to the User by the Copyright Holder on the basis of a separate supply agreement (Appendix No. 3), which is further the agreed form of the agreement for the supply of Goods, as well as related products as agreed with the Copyright Holder.
8.6. Conducts trading activities in the Store, using exclusively packaging and other accessories of the Copyright Holder with the appropriate logos. The User, at his own expense, purchases the specified accessories of the Copyright Holder. The User is obliged to use hangers of the Copyright Holder, which must be purchased at the User’s expense.
8.7. Obliged to comply with the working hours and working days agreed with the Copyright Holder, as well as other terms of trade in the Stores specified in (Appendix No. 5) to this Agreement.
8.8. During implementation trading activities in the Store, does not enter into relations with third parties on behalf of the Copyright Holder and does not bind the Copyright Holder with contractual obligations to third parties.
8.9. Provides all its sales personnel with Uniforms at its own expense in accordance with the rules of the Copyright Holder.
8.10. Forms a client database and supplies the Copyright Holder with such information on a quarterly basis.
8.11. Provides the Copyright Holder with monthly reports on sales and balances in the form approved by the Parties.
8.12. Sends its sales staff to periodic seminars of the Copyright Holder at its own expense and pays for travel and other expenses associated costs, including transportation, accommodation, meals, daily allowances, etc.
8.13. Bears full responsibility for compliance with sanitary standards, fire safety and occupational safety precautions when carrying out trading activities in Stores, and also maintains Stores in proper order in accordance with (Appendix No. 5) to this Agreement and in accordance with the requirements of the Copyright Holder.
8.14. Conducts trading activities in Stores in strict accordance with the rules of the Copyright Holder (Appendix No. 5).
8.15. The User is independently responsible to third parties in accordance with the Law of the Russian Federation “On the Protection of Consumer Rights” and other current legislation of the Russian Federation, and also independently bears other risks and responsibilities in accordance with the current legislation of the Russian Federation associated with the implementation of trading activities in Stores.
8.17. Purchases wide range Products from each individual collection of the Copyright Holder's products, which will be pre-approved by the Copyright Holder. This assortment is based on Store size and other information. Delivery of Goods is carried out only on the basis of a supply agreement (Appendix No. 3).
8.18. The parties have established that the minimum amount Inventory in accordance with the calculation indicators agreed upon by the Parties, it is rubles in the prices of the Copyright Holder (including VAT).
8.19. Ensures the confidentiality of all information received from the Copyright Holder.
8.20. Brings to the attention of the User's clients that the ownership of the Trademark belongs to the Copyright Holder.
8.21. The user is obliged to carry out annual local (within settlement, in which the Store is located) advertising company Goods worth no less than rubles per year.
8.22. Ensures that its employees are prohibited from carrying out the sale of Goods or other activities in the Store for the sale of Goods (and related to it), after completing the appropriate training when opening the store. At current work The User must independently conduct certification of new employees and report the results to the Copyright Holder.
8.23. At any time, at the discretion of the Copyright Holder, provides the latter with the opportunity to verify any aspects of the User’s activities covered by this Agreement, including, but not limited to:
8.23.1. Compliance of the User's activities with the rules specified in Appendix No. 6 to this Agreement.
8.23.2. Correspondence of the design of the facade and interior of the Stores.
8.23.3. Fulfillment by the User of obligations in accordance with Section 8 of this Agreement.
8.24. The parties establish that the quality of the User’s goods will not be lower than the quality of the Copyright Holder’s goods. The copyright holder monitors compliance with this condition.
8.25. The parties establish that the User undertakes to agree with the Copyright Holder on the price of the product, has the right to apply a system of benefits, discounts and discounts, as well as participate in other discount promotions established and applied by the Copyright Holder.
8.26. The user undertakes not to disclose the production secrets (know-how) of the copyright holder and other confidential commercial information received from him.
9. DELIVERY OF GOODS BY THE COPYRIGHT HOLDER TO THE USER
9.1. The delivery of Goods is carried out by the Copyright Holder to the User on the basis of a supply agreement (Appendix No. 3), which is subsequently the agreed form of the agreement for the supply of Goods.
9.2. The Copyright Holder analyzes the Applications and has the right, by agreement of the parties, to make changes and change the assortment, nomenclature and quantity of Products.
9.3. The User guarantees the constant availability in the Stores of the Copyright Holder's goods of all styles, sizes and in quantities sufficient to carry out normal trading activities in the Store (in accordance with Appendix No. 5).
9.4. The parties establish that, unless otherwise provided in the supply agreement in relation to specific batches of Goods, the User makes 100% prepayment for the Goods of the Copyright Holder by transfer cash to the bank account of the Copyright Holder.
10. TERM OF THE AGREEMENT
10.1. This Agreement is concluded for a period of one year(s) from the date of its registration. The Parties establish that they extend the validity of this Agreement to the relations of the Parties that arose from the date of its entry into force (its conclusion) in relation to provisions not related to the use of the Trademark.
11. TERMINATION OF THE AGREEMENT
11.1. This Agreement is terminated in the following cases:
11.1.1. By agreement of the Parties.
11.1.2. Out of court, the Copyright Holder at any time as a result of the User’s unilateral refusal to fulfill the terms of the Agreement (clause 3 of Article 450 of the Civil Code of the Russian Federation), including but not limited to, if the User terminates his commercial activities, violates any of its obligations or obligations specified in this Agreement and the Payment Agreement, and also refuses to compensate the Copyright Holder for its losses and damages under this Agreement or to pay a penalty or other penalty. In this case, the Parties establish that the Agreement is considered terminated (regardless of the registration of such termination) from the moment the User receives the Copyright Holder’s notice of termination, but in any case on the day from the moment the Copyright Holder sends such a notice to the User. The paid remuneration for the right to use the Trademark qualifies as a penalty, which the Copyright Holder withholds for improper fulfillment of obligations under this Agreement.
11.2. Upon expiration or termination of this agreement for other reasons, the User undertakes:
11.2.1. Stop using the Set of exclusive rights transferred under this agreement.
11.2.2. Immediately stop servicing consumers at the Enterprise.
11.2.3. Within days, remove signs, including Company sign, posters, inscriptions, structures and advertising design, which may indicate the existence of a contractual relationship between the Parties.
11.2.4. Within days, return to the Copyright Holder all documents received during the term of this agreement, including their photocopies and other tangible media.
11.2.5. Within days, return at your own expense to the Copyright Holder or a person indicated by him all unused items on which the Marks of the Copyright Holder/Copyright Holder are applied or otherwise designated or, at the request of the Copyright Holder, destroy them with the drawing up of a report indicating the names and quantities of the destroyed items.
11.2.6. At the request of the Copyright Holder, perform all actions and prepare all necessary documents regarding the termination of the use of the Set of Exclusive Rights, as well as prepare and transfer to the Copyright Holder all necessary documents related to the termination of this agreement.
11.2.7. Do not use the exclusive rights belonging to the Copyright Holder in your further business activities, and also do not create an imitation of the Marks of the Copyright Holder.
11.2.8. Within days, provide the Copyright Holder with in writing information on quantity and assortment, as well as retail prices located at the Enterprise (including warehouses) unsold Products. The Copyright Holder has the pre-emptive right to purchase the specified Products from the User at the price of wholesale delivery (purchase) with a discount of at least %.
11.3. If the Copyright Holder intends to exercise its pre-emptive right to purchase Products not sold by the User in accordance with clause 11.2.8 of this agreement, the Copyright Holder is obliged to notify the User in writing about this no later than days from the date of receipt from the User of the information specified in clause 11.2.8 of this agreement . If the User does not receive the specified notification from the Copyright Holder in deadline The User has the right to dispose of unsold Products at his own discretion, taking into account the requirements not to compete with the Copyright Holder in the Territory in relation to business activities carried out by the User using the Set of exclusive rights of this agreement.
11.4. The Copyright Holder has the pre-emptive right to purchase from the User the equipment installed in the Enterprise at the delivery price, minus depreciation. If the Copyright Holder intends to exercise this right, the Copyright Holder is obliged to notify the User in writing no later than days from the date of expiration or termination of this agreement for other reasons and to redeem the equipment no later than the banking day from the moment the User receives the specified notice.
11.5. Termination of this agreement entails automatic termination of the agreement for the supply of Products concluded by the User with the Copyright Holder.
11.6. The validity of any provision of this agreement establishing the obligations of the Parties after the termination/termination or expiration of this agreement shall be terminated solely by the performance by the Parties of the obligations contained in the relevant provision and is not conditioned by the termination of other provisions of this agreement.
11.7. Termination of this Agreement does not relieve the User from the obligation to timely pay for the Goods supplied by the Copyright Holder, pay within banking days all amounts due to the Copyright Holder for remuneration, pay penalties, fines and compensation for losses, as well as fulfill other obligations to the Copyright Holder.
12. RESPONSIBILITY OF THE PARTIES
12.1. The User independently bears the risks associated with accidental loss and damage to Stores, Goods (from the date confirming receipt of the goods) and Commercial equipment.
12.2. The User shall compensate for any damage caused to the property or rights of the Copyright Holder, which should not be considered as a limitation of any other right of the Copyright Holder to receive compensation, which he can use in accordance with the current legislation of the Russian Federation.
12.3. In case repeated violation terms of the agreement described in Chapter 8 of this agreement. The Copyright Holder has the right to revise the terms of the supply agreement in terms of price changes (Chapter 5 of the Supply Agreement (Appendix No. 3).
13. FORCE MAJEURE CIRCUMSTANCES
13.1. During the period of force majeure, the Parties are released from liability for failure to fulfill their obligations under this agreement to the extent that such failure is directly caused by force majeure circumstances that do not allow the Parties to fulfill their obligations under the Agreement. At the same time, the Parties acknowledge that force majeure circumstances include extraordinary and unpreventable events recognized as force majeure circumstances by the current legislation of the Russian Federation that prevent the Parties from fulfilling their obligations under this Agreement. The party claiming force majeure is obliged to immediately, but no later than calendar days after the occurrence of such circumstances, notify the other Party about this in writing. Such a message must contain information about the nature of the force majeure circumstances, the timing of their occurrence and effect. In addition, such a message must be accompanied by official document the relevant government or other (depending on the specific circumstances) body confirming the fact of force majeure.
14. NOTICES
14.1. Except as otherwise provided in this Agreement, any notice or communication required to be given under this Agreement to the other Party shall be sent by registered mail, delivered personally, by courier or sent by facsimile to the other Party's address set forth below: .
15. ASSIGNMENT
15.1. Under no circumstances does the User sell the Store, Products or assign rights commercial concession under this Agreement (clause 2.1 of this Agreement) to third parties, except in cases where the User has received the prior written consent of the Copyright Holder.
16. COPIES
16.1. This Agreement is made in three copies in Russian, having equal legal force. All applications and additional agreements to this Agreement are its integral parts.
16.2. Any changes and additions to this Agreement are valid if they are made in writing and signed by duly authorized representatives of the Parties.
17. APPLICABLE LAW AND DISPUTE RESOLUTION PROCEDURE
17.1. This Agreement is governed by and construed in accordance with the current legislation of the Russian Federation.
17.1.1. In the event that any of the provisions of this agreement is or becomes illegal, provided that its existence does not affect the validity of this agreement as a whole. The Parties undertake to enter into negotiations with a view to making the necessary changes to the relevant provision of this Agreement in such a way as to ensure its legal force and, to the extent possible, reflect the original intention of the Parties in this Agreement.
17.2. Any disputes, disagreements or claims of the Parties arising in connection with this Agreement or its violation, termination or invalidity, the Parties try to resolve through negotiations. If the Parties cannot resolve such disputes, disagreements or claims by agreement, the Parties hereby unconditionally and unconditionally agree that such disputes, contradictions or claims are finally resolved in court in the Arbitration Court in accordance with the current legislation of the Russian Federation.
18. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Copyright holder
User Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:
19. SIGNATURES OF THE PARTIES
Copyright holder _________________
User_________________
The form of the document “Commercial concession agreement (franchising)” belongs to the heading “Franchising agreement, concession”. Save the link to the document in social networks or download it to your computer.
Commercial concession agreement (franchising)
[place of conclusion of the contract] [day, month, year]
[Full name of the copyright holder company] represented by [position, full name], acting on the basis of [name of document confirming the authority to act on behalf of legal entity], hereinafter referred to as the “Copyright Holder”, on the one hand, and [full name of the user enterprise] represented by [position, full name], acting on the basis of [name of document confirming the authority to act on behalf of the legal entity], hereinafter referred to as the “User”, on the other hand, and collectively referred to as the “Parties”, have entered into this agreement as follows:
1. Subject of the agreement
1.1. Under this agreement, the Copyright Holder undertakes to provide the User for a fee for the period specified in the contract with the right to use in the User’s business activities a complex of exclusive rights belonging to the Copyright Holder, including the right to trademark(service mark), commercial designation, trade secret (know-how), [specify other objects of exclusive rights].
1.2. If the Copyright Holder changes a commercial designation that is part of the set of exclusive rights granted to the User under this agreement, this agreement continues to be valid in relation to the new commercial designation of the Copyright Holder, unless the User demands termination of the contract and compensation for losses.
1.3. The User has the right to use a set of exclusive rights, business reputation and commercial experience of the Copyright Holder in the field of [sale of goods received from the copyright holder or produced by the user, other trading activities, performance of work, provision of services] in the territory of [enter as necessary].
1.4. The Copyright Holder undertakes not to provide other persons with similar sets of exclusive rights for their use in the territory assigned to the User or to refrain from their own similar activities in the specified territory.
1.5. The User refuses to obtain similar rights under commercial concession agreements from competitors (potential competitors) of the Copyright Holder.
1.6. This agreement is concluded for a period of [value] years.
2. Responsibilities of the parties
2.1. The copyright holder is obliged:
Provide the User with technical and commercial documentation and provide other information necessary for the User to exercise the rights granted to him under this agreement;
Instruct the User and his employees on issues related to the exercise of these rights;
Ensure state registration of this agreement;
Provide the user with ongoing technical and advisory assistance, including assistance in training and advanced training of employees;
Control the quality of [goods, works, services] [produced, performed, provided] by the User on the basis of this agreement.
2.2. The user is obliged:
When carrying out the activities provided for in the contract, use a commercial designation, trademark, service mark and other means of individualizing the Copyright Holder in the following ways [enter as necessary];
Ensure that the quality of [the goods produced, the work performed, the services provided] corresponds to the quality of similar [goods, works, services] [produced, performed, provided] directly by the Copyright Holder;
Agree with the Copyright Holder on the location of commercial premises used in the exercise of the exclusive rights granted under the contract;
Comply with the instructions and instructions of the Copyright Holder aimed at ensuring compliance of the nature, methods and conditions of use of a set of exclusive rights with how it is used by the Copyright Holder, including instructions regarding external and interior design commercial premises used by the User in the exercise of the rights granted to him under this agreement;
Provide everything to buyers (customers) additional services, which they could count on when purchasing (ordering) a product (work, service) directly from the Copyright Holder;
Do not disclose the production secrets (know-how) of the Copyright Holder and other confidential commercial information received from him;
Grant within [period] [number of persons] the right to use the complex of exclusive rights granted to him on the terms of a subconcession;
Inform buyers (customers) in the most obvious way for them that he is using a commercial designation, trademark, service mark or other means of individualization by virtue of a commercial concession agreement.
3. Remuneration of the copyright holder
3.1. The User pays the Copyright Holder a remuneration in the form of [fixed one-time or periodic payments, deductions from revenue, a markup on the wholesale price of goods transferred by the copyright holder for resale, or in another form].
3.2. The remuneration amount is [amount in figures and words] rubles per [month, year].
4. Responsibility of the parties
4.1. The copyright holder bears subsidiary liability for the requirements presented to the user regarding the non-conformity of the quality of [goods, works, services] [sold, performed, provided] by the User under this agreement.
4.2. For the requirements imposed on the User as a manufacturer of products (goods) of the Copyright Holder, the Copyright Holder is jointly and severally liable with the User.
4.3. The User bears subsidiary liability for damage caused to the Copyright Holder by the actions of secondary users
5. Early termination of the contract
5.1. Either Party has the right to terminate this agreement at any time by notifying the other Party six months in advance.
5.2. Early termination of this agreement is subject to state registration.
5.3. In the event of termination of the Rightholder's right to a trademark, service mark or commercial designation granted to the User under this agreement, without replacing the terminated right with a new similar right, this agreement is terminated.
5.4. If the Copyright Holder or User is declared insolvent (bankrupt), this agreement is terminated.
5.5. If during the validity period of this agreement the exclusive right, the use of which is granted under this agreement, expires, or such right is terminated for any other reason, the agreement will remain in force, with the exception of the provisions relating to the terminated right, with a commensurate reduction in the remuneration due to the Copyright Holder.
5.6. In the event of termination of the exclusive right to a trademark (service mark) or commercial designation owned by the Copyright Holder, this agreement is terminated.
6. Final provisions
6.1. The user who has properly performed his duties has, upon expiration of the contract, the right to conclude a contract for new term under the same conditions.
6.2. The transfer to another person of any exclusive right included in the set of exclusive rights granted to the User is not grounds for changing or terminating this agreement.
6.3. All disputes and disagreements arising in connection with the execution of this agreement, the Parties will strive to resolve through business negotiations. If no agreement is reached between the Parties, the dispute shall be resolved in court.
6.4. This agreement is subject to state registration with the federal executive authority for intellectual property.
6.5. This agreement comes into force from the moment of its registration.
6.6. This agreement may be amended in the manner prescribed by the civil legislation of the Russian Federation.
6.7. Amendments to the agreement are subject to state registration in the manner established by clause 6.4 of this agreement.
6.8. This agreement is drawn up in three copies having equal legal force, one of which is kept in the files of [name of the registering authority], and the rest are issued to the Parties.
6.9. In everything that is not provided for in this agreement, the Parties are guided by the current legislation of the Russian Federation.
7. Details and signatures of the parties
Copyright holder User
[fill in as needed] [fill in as needed]
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It is no secret that office work has a negative impact on both the physical and mental state of the employee. There are quite a lot of facts confirming both.
commercial concession (franchising)
______________ "___"___________ ____
_____________________________________________________________,
(name of the company - copyright holder)
hereinafter referred to as the “Copyright Holder”, represented by _________________
(position, full name)
(Charter, regulations)
on the one hand, and ______________________________________________,
(name of user company)
hereinafter referred to as "User", represented by ____________________
_________________________________________________________________,
(position, full name)
acting on the basis of _______________________________________,
(Charter, regulations)
on the other hand, have entered into this agreement as follows:
1. SUBJECT OF THE AGREEMENT
1.1. According to this agreement, the Copyright Holder undertakes to provide the User for a fee for the period specified in the agreement with the right to use in the User’s business activities a set of exclusive rights belonging to the Copyright Holder, namely: the right to the trade name and commercial designation of the Copyright Holder, to protected commercial information, to a trademark and service mark.
1.2. The user has the right to use the property
The copyright holder has a complex of exclusive rights to __________________
(specify territory)
1.3. Validity period of this agreement: ____________.
1.4. The remuneration for the use of a set of exclusive rights is: _________ and is paid in the form of _______ (fixed one-time or periodic payments, deductions from revenue, markup on the wholesale price of goods transferred by the Copyright Holder for resale, etc.) within the following terms: ___________.
2. OBLIGATIONS OF THE PARTIES
2.1. The copyright holder is obliged:
a) provide the User with technical and commercial documentation, provide other information necessary for the User to exercise the rights granted to him under this agreement, as well as instruct the User and his employees on issues related to the exercise of these rights;
b) issue to the User within the following terms: __________ the following licenses: _________, ensuring their execution in the prescribed manner;
c) ensure registration of this agreement in the prescribed manner;
d) provide the User with constant technical and advisory assistance, including assistance in training and advanced training of employees;
e) control the quality of goods (work, services) produced (performed, provided) by the User on the basis of this agreement;
f) not to provide other persons with a set of exclusive rights similar to this agreement for their use in the territory assigned to the User in accordance with clause 1.2 of this agreement, and also to refrain from their own similar activities in this territory.
2.2. Taking into account the nature and characteristics of the activities carried out by the User under this agreement, the User undertakes to:
a) use, when carrying out the activities provided for in this agreement, the company name, commercial designation of the Copyright Holder, and other rights as follows: ___________;
b) ensure that the quality of the goods, work performed, and services rendered by him on the basis of this agreement corresponds to the quality of similar goods, work or services produced, performed or provided directly by the Copyright Holder;
c) comply with the instructions and directions of the Copyright Holder, aimed at ensuring compliance of the nature, methods and conditions of use of a set of exclusive rights with how it is used by the Copyright Holder, including instructions regarding the location, external and internal design of commercial premises used by the User in the implementation of the rights granted to him contractual rights;
d) provide additional services to buyers (customers) that they could count on by purchasing (ordering) goods (work, services) directly from the Copyright Holder;
e) not to disclose the production secrets of the Copyright Holder and other confidential commercial information received from him;
f) provide the following number of subconcessions: ___________;
g) inform buyers (customers) in the most obvious way for them that he is using a company name, commercial designation, trademark, service mark or other means of individualization by virtue of this agreement;
h) refuse to obtain similar rights under commercial concession agreements from competitors (potential competitors) of the Copyright Holder.
3. RESPONSIBILITY OF THE COPYRIGHT HOLDER FOR CLAIMES,
RESPONSIBLE TO THE USER
3.1. The Copyright Holder bears subsidiary liability for claims made against the User regarding non-conformity of the quality of goods (work, services) sold (performed, provided) by the User under this agreement.
3.2. For the requirements imposed on the User as a manufacturer of products (goods) of the Copyright Holder, the Copyright Holder is jointly and severally liable with the User.
4. USER'S RIGHT TO CONCLUSION OF THIS AGREEMENT
FOR A NEW TERM
4.1. The user, who properly fulfills his obligations, has the right, upon expiration of the term of this agreement, to conclude it for a new term on the same terms.
4.2. The copyright holder has the right to refuse to conclude a commercial concession agreement for a new term, provided that within three years from the date of expiration of this agreement, he will not conclude similar commercial concession agreements with other persons and agree to conclude similar commercial subconcession agreements, the effect of which will extend to the same territory in which this treaty was in force.
If, before the expiration of the three-year period, the Copyright Holder wishes to provide someone with the same rights that were granted to the User under this agreement, he is obliged to offer the User to conclude a new agreement or compensate for the losses incurred by him. When concluding a new agreement, its terms must be no less favorable for the User than the terms of this agreement.
5. VALIDITY OF THE AGREEMENT
5.1. This agreement comes into force from the moment it is signed and is valid for the period specified in clause 1.3 of this agreement.
5.2. The transfer to another person of any exclusive right specified in clause 1.1 of this agreement is not a basis for changing or terminating the agreement. The new copyright holder becomes a party to this agreement in terms of the rights and obligations related to the transferred exclusive right.
5.3. If during the validity period of this agreement the exclusive right, the use of which is granted under this agreement, has expired, or such right has been terminated for any other reason, this agreement continues to be in force, with the exception of the provisions relating to the terminated right.
5.4. This agreement terminates in the event of:
5.4.1. Expiration of the period specified in clause 1.3 of this agreement.
5.4.2. Declaring the Copyright Holder or User insolvent (bankrupt).
5.4.3. Termination of rights to a company name or commercial designation owned by the Copyright Holder without replacing them with new similar rights.
5.4.4. In other cases provided by law.
5.5. The User has the right to demand termination of the agreement and compensation for damages if the Copyright Holder changes its company name or commercial designation, the rights to use which are included in the set of exclusive rights specified in clause 1.1 of this agreement.
If the User does not require termination of this agreement, the agreement is valid in relation to the new brand name or commercial designation of the Copyright Holder.
6. FINAL PROVISIONS
6.1. This agreement is subject to registration in ________________
_________________________________________________________________.
(the territorial body of the Federal Tax Service of Russia that carried out the registration
legal entity acting under the contract as
The Copyright Holder, or the User if the Copyright Holder
registered as a legal entity in a foreign country
state)
6.2. In everything else not regulated in this agreement, the parties will be guided by the norms of the current legislation of the Russian Federation.
6.3. This agreement is drawn up in _______ copies having equal legal force, one for each of the parties.
7. ADDRESSES AND BANK DETAILS OF THE PARTIES:
Copyright holder: _____________________________________________
__________________________________________________________________
User: ________________________________________________
__________________________________________________________________
__________________________________________________________________
SIGNATURES OF THE PARTIES:
Copyright holder: User:
__________________________ __________________________
franchising in a person acting on the basis, hereinafter referred to as " Copyright holder", on the one hand, and in the person acting on the basis of, hereinafter referred to as " User", on the other hand, hereinafter referred to as the "Parties", have entered into this agreement, hereinafter " Agreement”, about the following:1. SUBJECT OF THE AGREEMENT
1.1. The Copyright Holder undertakes to provide the User for a fee for the period specified in the contract with the right to use the following exclusive rights in the User’s business activities:
- to the company name and commercial designation of the Copyright Holder;
- on protected business information;
- for the trademark specified in;
- to the service mark indicated by .
1.2. Commercial information consists of and is defined in Appendix No. to this agreement.
2. TERRITORY AND SCOPE OF USE OF RIGHTS
2.1. The User uses the set of exclusive rights belonging to the Copyright Holder only in the sphere and only in the territory.
3. OBLIGATIONS OF THE PARTIES
3.1. The copyright holder is obliged:
- provide the User with technical and commercial documentation and provide other information necessary for the User to exercise the rights granted to him under this agreement, as well as instruct the User and his employees on issues related to the exercise of these rights;
- issue the following licenses to the User: ;
- ensure that licenses are issued in the prescribed manner;
- ensure registration of this agreement in the prescribed manner;
- provide the User with constant technical and advisory assistance, including assistance in training and advanced training of employees;
- control the quality of goods produced by the User on the basis of this agreement;
- not to provide other persons with a set of exclusive rights similar to this agreement for their use in the territory assigned to the User, and also to refrain from their own similar activities in this territory.
3.2. The user is obliged:
- when carrying out the activities provided for in this agreement, use the company name, commercial designation of the Copyright Holder, and other rights as follows: ;
- ensure that the quality of the goods, work performed, and services provided by him on the basis of this agreement corresponds to the quality of similar goods, work or services produced, performed or provided directly by the Copyright Holder;
- comply with the instructions and instructions of the Copyright Holder aimed at ensuring compliance of the nature, methods and conditions of use of a set of exclusive rights with how it is used by the Copyright Holder, including instructions regarding the external and internal design of commercial premises used by the User in the exercise of the rights granted to him under the contract;
- provide buyers (customers) with additional services that they could count on by purchasing (ordering) goods (work, services) directly from the Copyright Holder;
- not to disclose the production secrets of the Copyright Holder and other confidential commercial information received from him;
- grant in a timely manner, on subconcession terms, the rights specified in this agreement to the following persons: ;
- inform buyers (customers) in the most obvious way for them that he is using a company name, commercial designation, trademark, service mark or other means of individualization by virtue of this agreement;
- not to compete with the Copyright Holder in the territory covered by this agreement.
4. REMUNERATION AND PAYMENT PROCEDURE
4.1. Remuneration for the use of a set of exclusive rights is established by the parties in the form of fixed equal periodic payments.
4.2. The size of one payment is rubles.
4.3. Payment must be made every month no later than the date by transferring funds to the account of the Copyright Holder.
4.4. The first payment is due upon signing of this agreement.
4.5. In case of late payment, the Beneficiary is obliged to pay a penalty in the amount of % of the payment amount for each day of delay.
5. RESPONSIBILITY OF THE COPYRIGHT HOLDER FOR REQUIREMENTS SUBMITTED TO THE USER
5.1. The Copyright Holder bears subsidiary liability for claims made against the User regarding non-conformity of the quality of goods (work, services) sold (performed, provided) by the User under this agreement.
5.2. For the requirements imposed on the User as a manufacturer of products (goods) of the Copyright Holder, the Copyright Holder is jointly and severally liable with the User.
6. TERM OF THE AGREEMENT AND CONCLUSION OF A NEW TERM
6.1. This agreement is valid from the moment of its registration with the state body that registered the Copyright Holder, and with the authority in the field of patents and trademarks in 2019. early termination the agreement is also subject to registration by the Copyright Holder.
6.2. The user, who properly fulfills his duties, has the right, upon expiration of this agreement, to conclude it for a new term under the same conditions.
6.3. The copyright holder has the right to refuse to conclude a commercial concession agreement for a new term, provided that within three years from the date of expiration of this agreement, he will not conclude similar commercial concession agreements with other persons and agree to conclude similar commercial subconcession agreements, the effect of which will extend to the same territory in which this treaty was in force.
6.4. If, before the expiration of the three-year period, the Copyright Holder wishes to provide someone with the same rights that were granted to the User under this agreement, he will be obliged to offer the User to enter into a new agreement or to compensate for the losses incurred by the latter. When concluding a new agreement, its terms must be no less favorable for the User than the terms of this agreement.
7. FINAL PROVISIONS
7.1. The agreement is drawn up in copies for each party.
7.2. In everything else not regulated in this agreement, the parties will be guided by the norms of the current legislation of the Russian Federation.
7.3. Disputes that may arise between the parties are subject to consideration by the Arbitration Court of the city.
8. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Copyright holder
User Legal address: Postal address: INN: KPP: Bank: Cash/account: Correspondent/account: BIC:
9. SIGNATURES OF THE PARTIES
Copyright holder _________________
User_________________
We refer to__ hereinafter as the “Copyright Holder”, represented by __________, acting___ on the basis of ____________, on the one hand, and ______________, hereinafter referred to as the “User”, represented by ____________, acting___ on the basis of ________, on the other hand, collectively referred to as the “Parties”, and separately, the “Parties” have entered into this agreement (hereinafter referred to as the Agreement) as follows.
1. SUBJECT OF THE AGREEMENT
1.1. The Copyright Holder grants the User the right to use in business activities a set of exclusive rights belonging to the Copyright Holder, named in clause 1.2 of the Agreement (hereinafter referred to as the Set of Exclusive Rights, KIP), and the User undertakes to pay the Copyright Holder the remuneration stipulated by the Agreement.
1.2. The set of exclusive rights, the use of which is granted under the Agreement, includes:
Trademark (service mark) Copyright holder;
- ____________________ (indicate the names of other intellectual property objects, the exclusive rights to which are included in the IP: commercial designation, production secret (know-how), etc.).
1.3. The copyright holder guarantees that he owns all exclusive rights to intellectual property objects included in the IP.
The ownership of exclusive rights to intellectual property objects by the Copyright Holder is certified by the following title documents.
1.4. The Agreement comes into force from the moment of state registration of the granting of the right to use instrumentation and instrumentation in business activities, named in clause 1.2 of the Agreement . State registration of granting the right to use instrumentation (collection and submission necessary documents, payment of patent fees, etc.) (select the one you need)
- provided by the Copyright Holder.
- provided by the User.
Provided by both Parties, with the corresponding responsibilities distributed between them as follows: _________________________ .
The documents required for state registration of granting the right to use instrumentation must be submitted to Federal service on intellectual property no later than "___" __________ _____.
The provisions of the Agreement apply to the relations of the Parties that arose from the moment it was signed by the Parties.
2. ORDER OF USE
SET OF EXCLUSIVE RIGHTS
2.1. The user has the right to use KIP when carrying out the following business activities: ____________________ (indicate the field of business activity for the purpose of which the Agreement is concluded: sale and/or production of goods, performance of work, provision of services).
2.2. This Agreement involves the use of the Set of exclusive rights, business reputation and commercial experience of the Copyright Holder in the following volume: ____________________ (the limits of the use of exclusive rights included in the CIP are indicated).
2.3. The Copyright Holder, no later than "___" __________ _____, undertakes to provide the User with the following documentation necessary for the use of the Set of exclusive rights, business reputation and commercial experience: ____________________.
2.4. Copyright holder (select the one you need)
- gives his consent
- does not give his consent
The user to enter into a commercial subconcession agreement without additionally obtaining written approval for each such fact.
2.5. The User has the right to use the Set of exclusive rights in the following territory: ____________________ (indicate the territory of use of the instrumentation, for example: “throughout the entire territory of the Russian Federation”).
2.6. The period for using the Set of exclusive rights under this Agreement expires on "___" __________ _____.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The copyright holder undertakes:
3.1.1. Not to provide third parties with similar Sets of exclusive rights for their use in the territory assigned to the User and (or) to refrain from their own similar activities in this territory.
3.1.2. Provide the User with ongoing technical and advisory assistance, including assistance in training and advanced training of employees.
3.1.3. Control the quality of goods (works, services), produced (performed, provided) by the User on the basis of this Agreement.
3.2. The user undertakes:
3.2.1. Do not enter into similar agreements with competitors (potential competitors) of the Copyright Holder.
3.2.2. Do not compete with the Copyright Holder in the territory covered by the Agreement in relation to business activities carried out by the User using the instrumentation.
3.2.3. Coordinate with the Copyright Holder the location of commercial premises used in the implementation of the CIP provided under this Agreement, as well as their external and internal design.
3.2.4. When carrying out the activities provided for in the Agreement, use a commercial designation, trademark, service mark or other means of individualizing the Copyright Holder in the manner specified in the Agreement.
3.2.5. Ensure that the quality of products is consistent (performed, provided) them on the basis of the Goods Agreement (works, services) quality of similar products ( works, services), produced (performed, provided) directly by the Copyright Holder.
3.2.6. Comply with the instructions and instructions of the Copyright Holder aimed at ensuring compliance of the nature, methods and conditions of use of the instrumentation with how it is used by the Copyrightholder, including instructions regarding the external and internal design of commercial premises used by the user in the implementation of the instrumentation provided to him under the Agreement.
3.2.7. Provide to customers (to customers) all the additional services that they could count on when purchasing (ordering) product (work, service) directly from the Copyright Holder.
3.2.8. Do not disclose the production secrets (know-how) of the Copyright Holder and other confidential commercial information received from him.
3.2.9. Inform buyers (customers) in the most obvious way to them that he is using the TRC in accordance with the Treaty.
3. SIZE, TERMS AND PROCEDURE FOR PAYMENT OF REMUNERATION
3.1. The remuneration under the Agreement is established in the form (select the one you need/it is possible to establish another form of payment of remuneration)
- one-time (lump sum) payment in the amount of _____ ( __________) rub., including VAT _____ ( __________) rub., for the entire period of use of the set of exclusive rights under this Agreement.
- periodic payments (royalties) in the amount _____ ( __________) rub., including VAT _____ ( __________) rub., for each month of use of a set of exclusive rights during the term of the Agreement.
- deductions from revenue in the amount _____ ( __________) percent of the amount of monthly income from the sale of goods (works, services), in the production of which the Set of exclusive rights received under this Agreement was used.
The corresponding amounts are payable in the following order (in the following terms): ____________________.
3.2. In the event of termination of any exclusive right included in the KIP, and the Copyright Holder proposes to include a similar exclusive right in place of the terminated KIP, the User has the right to demand a proportionate reduction in remuneration.
3.3. In the event of a change in the commercial name of the Copyright Holder included in the KIP, the User has the right to demand a reduction in the proportionate remuneration.
3.4. All payments under the Agreement are made by bank transfer by transferring funds to the bank account specified by the Copyright Holder (clause 8.3 of the Agreement). The User's payment obligations are considered fulfilled on the date of crediting funds to the correspondent account of the Copyright Holder's bank (it is possible to establish a different date for recognizing payment obligations as fulfilled).
4. RESPONSIBILITY OF THE PARTIES
4.1. For violation of payment deadlines (clause 3.1 of the Agreement), the Copyright Holder has the right to demand from the User payment of a penalty (penalty) in the amount of _____ percent of the unpaid amount for each day of delay.
4.2. For violation of the deadlines for the transfer of documentation (clause 2.3 of the Agreement), the User has the right to demand from the Copyright Holder payment of a fine in the amount of _____ (__________) rubles. for each day of delay.
4.3. For evading state registration of granting the right to use instrumentation, a bona fide Party has the right to demand from the Party that committed such a violation payment of a penalty (penalty) in the amount of _______________ (indicate a fixed amount of money or a percentage of the amount providedclause 3.1Agreement) for each day of delay starting from the day following the last day of the period specified in clause 1.4 of the Agreement.
4.4. For the disclosure of a production secret (know-how), which is part of the instrumentation, to third parties without the consent of the Copyright Holder, the User is obliged to compensate for the losses caused by such disclosure, as well as to pay a fine in the amount of _____ rubles.
4.5. In all other cases, the Parties are liable in accordance with the current legislation of the Russian Federation, including, but not limited to, the liability provided for in Art. 1034 Civil Code of the Russian Federation.
5. FORCE MAJEURE
5.1. The parties are released from liability for non-fulfillment or improper fulfillment of obligations under the Agreement if proper fulfillment turned out to be impossible due to force majeure, that is, extraordinary and unpreventable circumstances under the given conditions, which are understood as: ____________________ (prohibitory actions of authorities, civil unrest, epidemics, blockades, embargoes, earthquakes, floods, fires or other natural disasters).
5.2. If these circumstances occur, the Party is obliged to notify the other Party about this within _____ days.
5.3. Document issued by ____________________ (authorized government agency etc.), is sufficient confirmation of the presence and duration of force majeure circumstances.
5.4. If force majeure circumstances continue to apply for more than _____, then each Party has the right to terminate the Agreement unilaterally.
6. CHANGE AND EARLY TERMINATION OF THE AGREEMENT
6.1. All changes and additions to the Agreement are valid if made in writing and signed by both Parties.
The corresponding additional agreements of the Parties are an integral part of the Agreement.
6.2. The Agreement may be terminated early by agreement of the Parties or at the request of one of the Parties on the grounds and in the manner provided for by the current legislation of the Russian Federation.
6.3. In the event of termination of the Agreement for any reason, the Parties are obliged to return to each other everything performed under it before the moment of its termination. (this condition is not mandatory (clause 4 art. 453Civil Code of the Russian Federation)).
7. DISPUTE RESOLUTION
7.1. All disputes related to the conclusion, interpretation, execution and termination of the Agreement will be resolved by the Parties through negotiations.
7.2. If an agreement is not reached during the negotiations specified in clause 7.1 of the Agreement, the interested Party submits a claim in writing, signed by an authorized person. The claim must be sent using means of communication that ensure recording of its sending (by registered mail, telegraph, etc.) and receipt, or handed over to the other Party against receipt.
7.3. The claim must be accompanied by documents substantiating the demands made by the interested Party (if the other Party does not have them), and documents confirming the authority of the person who signed the claim. These documents are submitted in the form of duly certified copies. A claim sent without documents confirming the authority of the person who signed it is considered unsubmitted and is not subject to consideration.
7.4. The Party to which the claim is sent is obliged to consider the received claim and notify the interested Party in writing about the results within ___ (_____) business days from the date of receipt of the claim.
7.5. In the event of failure to resolve disagreements in the claim procedure, as well as in the event of failure to receive a response to the claim within the period specified in clause 7.4 of the Agreement, the dispute is referred to the arbitration court at the location of the defendant in accordance with the current legislation of the Russian Federation.
8. FINAL PROVISIONS
8.1. The Agreement is drawn up in two copies, one for each of the Parties.
