The main points and conditions of a commercial concession and franchising agreement: examples and samples. Commercial concession agreement for a store franchise

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 entrepreneurial activity The User has a complex of the following exclusive rights belonging to the Copyright Holder:

to the company name and commercial designation of the Copyright Holder;
on protected business information;
on 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 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 external and interior design commercial premises used by the User in the exercise of the rights granted to him under the contract;
provide to buyers (customers) additional services, which they could count on when purchasing (ordering) a product (work, service) 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 transfer cash 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 in government agency, which carried out the registration of the Copyright Holder, and in the authority in the field of patents and trademarks for "" 2019. When early termination the agreement is also subject to registration by the Copyright Holder.

6.2. The user, who properly fulfills his duties, has, upon expiration of the term of this agreement, the right to conclude it for new term under the same conditions.

6.3. The copyright holder has the right to refuse to conclude an agreement commercial concession 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 validity of which will extend to the same territory in which this present agreement was in force contract

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 conclude a new agreement or 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 rules current legislation RF.

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

User_________________

Nikolay Chudakov,

supervisor, editor-in-chief, legal reference system "System Lawyer"

In this article you will read:

What to look for when concluding a franchise agreement

7 typical mistakes in the franchising agreement

Sample franchise agreement with marks in the most vulnerable places - this is something that everyone who decides to work with franchising needs to study.

Although franchising appeared in Russia almost 20 years ago, the number of legal disputes is only increasing. All this confirms the complexity of its application. What mistakes in franchising terms do businessmen most often make when purchasing a franchise?

Error 1

Confused about the terms

Before signing an agreement, a vigilant entrepreneur checks whether its terms do not contradict the law. However, if you are going to buy a franchise and start a business under someone else’s trademark, you will be in for a surprise - the law does not contain the terms “franchise”, “franchise” and the like.

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Consequences. In such a situation, one might think that the civil code does not contain special rules for the conditions of franchising, and conclude that only the conditions that they themselves include in the contract will apply to the relationship between the franchisor and the franchisee. However, this is not true. In Russian contract law, Chapter 54 of the Civil Code of the Russian Federation is devoted to franchising. It is simply called differently - “commercial concession”.

The terms used in law and business do not coincide (table).

How to do it right. First, analyze the conditions proposed by the franchisor in order to exclude those that directly contradict the Civil Code of the Russian Federation, and offer others that are more beneficial for yourself (but again within the framework of the civil code).

Secondly, any terms can be used in the contract itself. Regardless of the name of the document (“franchise agreement”, “agreement on joint activities"), in the event of a legal dispute, only its content will be assessed. If the court sees that under the agreement one party transfers to the other party a set of exclusive rights, including rights to a trademark, know-how, etc., for use in a certain area of business activity, it will apply the rules relating to the commercial concession agreement.

Error 2

The franchisee paid before registering the agreement with Rospatent

Commercial franchising involves the transfer to the franchisee of a trademark and business technology developed by the franchisor. Therefore, the franchising agreement, as well as amendments to it, must be registered with Rospatent (clause 2 of Article 1028 and Article 1036 of the Civil Code of the Russian Federation). Our entrepreneurs often consider registration a formality that only hinders their business (it can take several months). However, in reality, an unregistered agreement is a time bomb.

Consequences. Firstly, such an agreement is considered void (clause 2 of Article 1028 of the Civil Code of the Russian Federation). This may benefit both your competitors and the franchisor himself. If he turns out to be dishonest and decides to stop working with you ahead of schedule the end of the contract, he can go to court and declare the contract null and void. As a result, the franchisor will have no obligation to do business with you. You can only return the payments transferred to the franchisor and collect interest on the amount of these payments. But other expenses associated with launching a new business cannot be reimbursed.

However, if the contract was concluded after September 1, 2013, it will be a little more difficult to challenge it. In particular, the franchisor will no longer be able to refer to the invalidity of the contract if it has already begun to fulfill it (for example, it has received at least one payment from you). But competitors will have to prove in court that your agreement with the franchisor violates their rights.

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Secondly, even if the contract is successfully registered, disputes may arise in the future about situations that arose between the start of work and the completion of the registration procedure. For example, if a buyer complains about the quality of a product purchased during this period, the franchisor may try to evade responsibility under Art. 1034 of the Civil Code of the Russian Federation, citing the fact that you sold the goods at a time when the contract was not yet in force.

How right. First, find out who is obligated by the contract to ensure its registration. As a rule, the franchisor is obliged to do this (clause 2 of Article 1031 of the Civil Code of the Russian Federation). If the document says the opposite (that you must register it), invite the counterparty to exclude this condition. In addition, directly indicate in the agreement that the franchisor must ensure registration (Figure, clause 2.1 of the agreement), provide specific deadlines for when he must transfer all documents to Rospatent, and establish that for violation of these deadlines he must pay you a fine in such amount ‑size.

Secondly, if circumstances still force you to start activities before the contract is registered, indicate that its terms apply to the period from the moment of signing or actual transfer to the user of a set of exclusive rights belonging to the copyright holder until the moment of registration (Figure, clause 5.1 agreement). Clause 2 of Art. allows you to do this. 1028 of the Civil Code of the Russian Federation - it does not contain a condition that the commercial concession agreement is valid only from the moment of state registration.

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Thirdly, if the franchisor evades registration (although this is his obligation under the contract), you can go to court and demand that the transaction be registered. And the court has the right to make a decision on the basis of which the agreement will be registered.

Error 3

The franchisee did not check the trademark registration with Rospatent

The agreement allows the franchisee to conduct business under an already known trademark, which must be registered with Rospatent (Clause 1 of Article 1232 of the Civil Code of the Russian Federation). A patent must be issued for an invention, industrial design or utility model.

Consequences. If the mark is not registered, then neither the franchisor nor the franchisee is protected from its unauthorized use by third parties. In other words, a competitor can open a store or produce products with the same label, and you cannot stop him from doing so. Your business reputation will suffer and your profits will decrease.

The same consequences will occur if the exclusive right to an invention, industrial design or utility model expires during the period of validity of the franchising agreement.

How to do it right. Before signing the agreement, ask the franchisor for a copy of the Rospatent certificate confirming the exclusive right to the trademark. If the franchisor does not provide such a document, refuse to acquire the exclusive rights belonging to him.

It is important to check the validity period of the exclusive right for the following reason

It may happen that during the execution of the contract the franchisor’s exclusive right to a trademark, service mark or commercial designation expires. Simply put, the franchisor may lose the right to trademark, for which you bought the franchise. In this case, the contract is automatically terminated. The franchisor may offer to exchange the terminated right for a new one, but you are not required to agree to this. If you think that working under a new trademark will be less profitable, you can demand termination of the contract and compensation for losses.

Finally, another situation is possible: during the execution of the contract, the patent for an invention, industrial design or utility model has expired. In this case, the agreement will remain in force, but you will be able to demand that the franchisor reduce the amount of remuneration. If he does not agree, you have the right to go to court.

Error 4

The franchisor limits the franchisee's choice of suppliers.

The law does not directly allow franchisors to include such terms in the contract.

However, they often refer to the obligation of the franchisee to “ensure that the quality of goods produced by him on the basis of a contract, work performed, services provided, corresponds to the quality of similar goods, work or services produced, performed or provided directly by the copyright holder” (Article 1032 of the Civil Code of the Russian Federation). A skillful franchisor can develop such standards that you only have to deal with a narrow range of suppliers to meet them.

Consequences. The prices of such companies may be higher than those of others. So you will bear additional costs, which were not planned at the time the contract was concluded.

How to do it right. Provide a condition on the franchisee's right to purchase raw materials from other suppliers if the products meet the franchisor's standards. Include a reference to these standards in the contract, but first make sure they are worded correctly and allow you to work with a wide range of suppliers.

A similar situation can arise with the rental of space: often franchisors acquire ownership of premises and require franchisees to rent them. Therefore, it is worth stipulating in the contract that you have the right to independently find a place to work. In this case, find out in advance the franchisor’s requirements for the premises (for example, the franchisor may require opening a cafe on a street with a pedestrian flow of at least a certain amount).

Error 5

The agreement does not define the territory in which the franchisee will operate

Clause 1 of Art. allows you to secure such a territory. 1033 of the Civil Code of the Russian Federation, however, this is not a mandatory condition.

Consequences. It may turn out that several identical franchises of the same copyright holder will be opened in the same region; as a result, the level of competition will increase and the business of a particular franchisee may become less profitable. In some cases, even the franchisor himself can compete with his franchisee.

How right. Indicate in the contract the location of the franchisee's enterprise, the specific boundaries of the territory in which it can operate, so as not to create competition within the franchise system. Use the following wording: “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, and also to refrain from their own similar activities in this territory.”

The wording in this case is very important. The fact is that the law directly prohibits the inclusion in a contract of a condition that is very similar to the one given above, but means something completely different.

Namely, the condition that the franchisee “is obliged to sell goods, perform work or provide services exclusively to buyers (customers) who have their location, place of residence in determined by agreement territory" (clause 2 of article 1033 of the Civil Code of the Russian Federation).

An unscrupulous franchisor may include just such wording in the contract, informing the franchisee that this condition assigns him a certain territory. Then this franchisor will sell the franchise to your competitors, and this will not be considered a breach of contract.

Error 6

The responsibility of the franchisor is not specified

The obligations of the copyright holder are listed in Art. 1031 Civil Code of the Russian Federation. In particular, he must ensure state registration of the franchising agreement and provide franchisees with consulting and technical support. However, the Civil Code of the Russian Federation does not establish specific measures of liability for violation of these obligations by the franchisor.

Consequences. If the contract does not specify the franchisor's obligations, you will not be able to demand their fulfillment.

How to do it right. Specify in the contract that for violation of certain conditions the franchisor will pay a penalty (a fixed fine or a percentage penalty for each day of the violation period). List in as much detail as possible the actions (inactions) for which the franchisor is responsible, and the amount of sanctions.

Error 7

The contract does not specify specific expiration dates

At first glance, it seems that it is an open-ended contract that guarantees long-term cooperation for both parties. Actually this is not true.

Consequences. If the contract is for an indefinite period, then the franchisor (as well as the franchisee) can terminate it by at will, giving the other party six months' notice. Moreover, the contract itself may provide for a longer warning period.

How right. If you are planning long-term cooperation, the contract must be concluded for a certain period. After this period, you will have an important guarantee - the pre-emptive right to enter into an agreement for a new term.

Nikolay Chudakov – specialist in tax and civil law. He worked as editor-in-chief of such professional publications as “Arbitration Practice”, “Tax Disputes: Theory and Practice”, “Documents and Comments”.

YSS "System Lawyer"- the first legal reference system for practical explanations from judges. Official website - www.1jur.ru

To work as a franchise, you need to check the copyright for the trademark, decide in which territory you will work, and, most importantly, study the contract in detail. About what tricks await you in a franchising agreement, a sample and points to pay attention to special attention, – in our article.

Nikolay Chudakov,

Director, Editor-in-Chief, legal reference system "System Lawyer"

In this article you will read:

What to look for when concluding a franchise agreement

7 common mistakes in a franchise agreement

Sample franchise agreement with marks in the most vulnerable places - this is something that everyone who decides to work with franchising needs to study.

Service agreement: what mistakes to watch out for

Error 1Confused about the terms

The terms used in law and business do not coincide (table).

Secondly, any terms can be used in the contract itself. Regardless of the name of the document (“franchise agreement”, “joint activity agreement”), in the event of a legal dispute, only its content will be assessed. If the court sees that under the agreement one party transfers to the other party a set of exclusive rights, including rights to a trademark, know-how, etc., for use in a certain area of business activity, it will apply the rules relating to the commercial concession agreement.

Error 2 The franchisee paid before registering the agreement with Rospatent

Consequences. Firstly, such an agreement is considered void (clause 2 of Article 1028 of the Civil Code of the Russian Federation). This may benefit both your competitors and the franchisor himself. If he turns out to be dishonest and decides to terminate cooperation with you before the end of the contract, he can go to court and declare the contract null and void. As a result, the franchisor will have no obligation to do business with you. You can only return the payments transferred to the franchisor and collect interest on the amount of these payments. But other expenses associated with launching a new business cannot be reimbursed.

Analysis of the competitive environment, Or how to launch business intelligence

Sales department structure: instructions for managers

Error 3The franchisee did not check the trademark registration with Rospatent

The same consequences will occur if the exclusive right to an invention, industrial design or utility model expires during the period of validity of the franchising agreement.

It may happen that during the execution of the contract the franchisor’s exclusive right to a trademark, service mark or commercial designation expires. Simply put, the franchisor may lose the right to the very trademark for which you bought the franchise. In this case, the contract is automatically terminated. The franchisor may offer to exchange the terminated right for a new one, but you are not required to agree to this. If you think that working under a new trademark will be less profitable, you can demand termination of the contract and compensation for losses.

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Founder and general manager Holding Like told the editors of the magazine “ Commercial Director“, how, thanks to competent communication with partners, his company doubled the number of clients in a year.

Error 4 The franchisor limits the franchisee's choice of suppliers.

The law does not directly allow franchisors to include such terms in the contract.

Consequences. The prices of such companies may be higher than those of others. Thus, you will incur additional costs that you did not plan at the time of concluding the contract.

Error 5 The agreement does not define the territory in which the franchisee will operate

Clause 1 of Art. allows you to secure such a territory. 1033 of the Civil Code of the Russian Federation, however, this is not a mandatory condition.

Namely, the condition that the franchisee “obliged to sell goods, perform work or provide services exclusively to buyers (customers) who have a location, place of residence in the territory specified by the contract” (clause 2 of Article 1033 of the Civil Code of the Russian Federation).

Error 6The responsibility of the franchisor is not specified

Consequences. If the contract does not specify the franchisor's obligations, you will not be able to demand their fulfillment.

Error 7 The contract does not specify specific expiration dates

At first glance, it seems that it is an open-ended contract that guarantees long-term cooperation for both parties. Actually this is not true.

Consequences. If the agreement is for an indefinite period, then the franchisor (as well as the franchisee) can terminate it at his own request by notifying the other party six months in advance. Moreover, the contract itself may provide for a longer warning period.

YSS "System Lawyer"- the first legal reference system for practical explanations from judges. Official website - www.1jur.ru

Free samples of claims, complaints, contracts, etc. website

COMMERCIAL CONCESSION AGREEMENT

1. SUBJECT OF THE AGREEMENT

1.1. According to this agreement, the Copyright Holder undertakes to provide the User, 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 set of exclusive rights owned by the Copyright Holder on the territory.

2. OBLIGATIONS OF THE PARTIES

2.1. The copyright holder is obliged:

2.1.1. 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.

2.1.2. Provide the User with ongoing technical and advisory assistance, including assistance in training and advanced training of the User’s employees.

2.1.3. Control the quality of goods (work, services) produced (performed, provided) by the User on the basis of this agreement.

2.2. Taking into account the nature and characteristics of the activities carried out by the User under this agreement, the User undertakes to:

2.2.1. 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:

use the company name "";
use a company trademark in advertising products and information documentation;

2.2.2. Preliminarily coordinate the layouts of advertising products with the use of a company trademark.

2.2.3. Ensure that the quality of the work performed by him on the basis of this contract, the services provided, corresponds to the quality of similar work or services produced, performed or provided directly by the Copyright Holder.

2.2.4. Provide buyers (customers) with additional services that they could count on by purchasing (ordering) a product (work, service) directly from the Copyright Holder.

2.2.5. Do not disclose the production secrets of the Copyright Holder and other confidential commercial information received from him.

2.2.6. Inform buyers (customers) in the most obvious way to them that he is using a trade name, commercial designation, trademark, service mark or other means of individualization by virtue of this agreement.

3. RESPONSIBILITY OF THE PARTIES

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. During the validity of this Agreement, the User does not have the right to use on his own behalf, directly or indirectly, a trademark or other intellectual property of the Copyright Holder, other means of individualization, his name, experience and connections in order to attract customers for the sale of goods and services of other organizations selling similar goods Product of the Copyright Holder. Including using the trademark of the Copyright Holder together with trademarks of other sellers of goods similar to the Product of the Copyright Holder, without the prior written consent of the Copyright Holder.

4. DURATION OF THE AGREEMENT

4.1. The agreement comes into force from the moment of its signing and is valid until “” 2017.

4.2. All changes and additions to this Agreement are valid only if they are made in in writing and signed by authorized representatives of the Parties.

4.3. All notices and communications under this Agreement must be sent in writing. Messages will be considered properly sent if they are sent by registered mail, by telegraph, telefax, email or delivered personally to the legal (postal) addresses of the Parties with receipt against signature by the relevant officials.

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 set of exclusive rights to __________________

(specify territory)

1.3. Duration 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

3.2. 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 duties, 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 the 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.