代理店契約書（英文）の雛型をアップしましたのでご参考まで。

★注意★
必ず以下の解説をお読みいただいた後に、貴方の用途に合わせて
カスタマイズしてからご使用ください。

  

Franchise Agreement

 

                         

This Agreement is made as of this _____________ (hereinafter called “Effective Date”), by and between Japan Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its principal office at 123 Anenishinotoin-cho,Nakagyo-ward Kyoto, Japan (hereinafter called “Franchisor”) and Hong Kong Co., Ltd., a corporation duly organized and existing under the laws of Hong Kong Special Administrative Region of the People's Republic of China (hereinafter called “Hong Kong”) and having its principal office at Room 1000, Heng Tai House, Fu Heng Estate, Tai Po, N.T. Hong Kong (hereinafter called  “Franchisee”). 

 

 

WITNESSETH:

 

WHEREAS, Franchisor is engaged in the business of coffee shops under the brand name of “here” in Japan;

 

WHEREAS, Franchisee desires of obtaining a license to use Franchisor’s know-how in respect of coffee shops and the aforesaid brand name in Hong Kong as franchisee belonging to franchise chain operated by Franchisor, and Franchisor is willing to grant such a license to Franchisee on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings, both parties hereto have agreed and do hereby agree as follows:

 

 

Article 1. Definitions

 

1.      “FC” shall mean the franchise chain in respect of coffee shops which is
       developed, expanded, managed and operated by Franchisor.

2.      “Shop” shall mean the premise to be selected and leased by Franchisee,
       after Effective Date, based on the advice of Franchisor, and operated by
       Franchisee under the brand name “here.” during the effective term of this
       Agreement.

3.      “Trademarks” shall mean any and all trademarks, logos and characters, etc.,
       which shall be licensed to Franchisee by Franchisor. The detailed terms and
       conditions shall be specified in Article 3.

4.      “Services” shall mean services in respect of FC,
        which shall be provided by Franchisee for Customers at Shop. The detailed
        terms and conditions shall be specified in Article 11.

5.      “Customers” shall mean any individuals or entities
       that receive Services to be provided by Franchisee.

6.      “Training” shall mean the trainings which are to be conducted by Franchisor
        prior to the opening of Shop for Franchisee’s staffs who will work at Shop.
        The detailed terms and conditions shall be specified in Article 7.

7.      “On-Site Guidance” shall mean the checks, support, training and advisory
        services to be conducted by Franchisor at Shop on the day immediately
        before, the day of, and the day immediately after the opening date of Shop.
        The detailed terms and conditions shall be specified in Article 8.

8.      “Post-Opening Support” shall mean the checks, support, training and advisory
        services to be conducted by Franchisor at Shop after On-Site Guidance is
        completed. The detailed terms and conditions shall be specified in Article 9.

9.      “Net Sales Price” shall mean the sales amount (including sales or consumption
        tax) to accrue from Services.

10.   “Royalty” shall mean the consideration payable by Franchisee to  Franchisor
        in exchange for the right to operate Shop using Trademarks and the right to
        utilize the information and know-how related to the operation of Shop, which
        Franchisee has acquired through Training, On-Site Guidance, and
        Post-Opening Support provided by Franchisor. The detailed terms and
        conditions shall be specified in Article 15 and 16.

11.   “Territory” shall mean Hong Kong.

12.   “Computation Period” shall mean one (1) month period commencing on the
        first day and ending on the last day of each calendar month.

 

 

Article 2. Grant of License

 

Franchisor, during the effective term of this Agreement, hereby grants to Franchisee an exclusive right and license to operate Shop in Territory by using Trademarks, information and know-how relating to operation of Shop which Franchisee obtained through Training, On-Site Guidance and Post-Opening Support.

 

 

Article 3. Trademarks

 

1.      Franchisor hereby grants to Franchisee an exclusive right to use Trademarks
      including, but not limited to, the trademark pending which are specified in
      Attachment hereof in Territory and only in connection with the business of Shop
      during the effective term of this Agreement.  

2.      Franchisee shall comply with any instructions by Franchisor in using Trademarks
      and shall not use Trademarks for any purpose other than the business of Shop.

3.      Franchisee shall not modify the manner for use of Trademarks nor combine
      Trademarks with any other letters, names, trademarks, marks or designs without
      Franchisor’s written consent.  If Trademarks are, in the judgment of Franchisor,
     used improperly, Franchisee shall immediately discontinue such use of Trademarks.

4.      Franchisee shall not, in any country or regions and under its own name, apply for
       the registration of any trademarks or service marks which are identical or similar
       to Trademarks.

 

 

Article 4.  Initial Fee

 

1.      In consideration of the grant of rights and license to operate Shop in Territory by
      using Trademarks, information and know-how relating to operation of Shop to be
      provided by Franchisor to Franchisee, Franchisee shall pay to Franchisor initial fee
      of three million Japanese YEN (3,000,000JPY) (hereinafter called “Initial Fee”) by
      the remittance of telegraphic transfer to the bank account designated by
      Franchisor in Japanese YEN within seven (7) days on and after Effective Date. 
      The remittance cost shall be borne by Franchisee.

2.      Initial Fee shall not be refundable to Franchisee for any reason whatsoever.

 

 

Article 5.  Deposit

 

1.    For the purpose of the management for credit and debt between Franchisor
    and Franchisee, Franchisee shall pay to Franchisor deposit of one million
    Japanese YEN (1,000,000JPY) (hereinafter called “Deposit”) by the remittance
    of telegraphic transfer to the bank account designated by Franchisor in Japanese
    YEN within seven (7) days on and after Effective Date.  The remittance cost shall
    be borne by Franchisee.

2.  If Franchisee fails to make any payment owed to Franchisor under this Agreement,
     Franchisor may apply Deposit, in whole or in part, toward the satisfaction of such
     obligation.

3.  If Deposit becomes insufficient following the application stipulated in the preceding
     Paragraph, Franchisee shall promptly deposit additional amounts as requested by
     Franchisor.

4.  Franchisee shall not assign or pledge the right to claim refund of Deposit to any
     third parties without consent from Franchisor.

5.  Upon expiration, cancellation, or termination of this Agreement, Franchisor shall,
     in accordance with Article 33, Paragraph 5, use Deposit to settle all claims and
     obligations between Franchisor and Franchisee, and shall return the remaining
     balance, if any, to Franchisee.

 

 

Article 6. Design and Construction of interior and exterior of Shop

 

1.    Franchisee shall use designer to be designated or approved by Franchisor for
     design of interior and exterior of Shop.  Franchisor shall participate in the
    discussion between the said designer and Franchisee in respect of design of
    interior and exterior of Shop and shall, at no charge, conduct instruction thereof,
    if necessary.  Franchisee shall conduct the constructions of interior and exterior
    of Shop at its own responsibility and cost (hereinafter called “Constructions”).

2.    Franchisee shall obtain any and all necessary legal license and approval for
     Constructions from related authorities in Hong Kong prior to Constructions.

 

 

Article 7. Training

 

1.      Franchisee shall require its staff working at Shop to undergo Training to be
      provided by Franchisor in accordance with the following manner.

  (1)  Venue : Location of Shop

  (2)  Period : Seven (7) days period prior to the opening of Shop

  (3)  Curriculum: On-site training in respect of the followings:
        (a) lecture about brand policy of FC
        (b) technical training
        (c) operation training
        (d) other subject to be added by Franchisor

  (4)  Limit of participant: about ten (10) or less Franchisee’s staffs

 

2.      The detail of the above curriculum is to be specified by Franchisor and
       Franchisor may change the same as needed.  Franchisor shall provide
       Franchisee with manuals in respect of policy of Shop, necessary skills and
       operation of Shop (hereinafter called “Manuals”).

3.      If Franchisor, at its sole discretion, determines that Franchisee's staff has an
       insufficient level of learning and that Training is inadequate and additional
       Training is necessary, Franchisee shall not be permitted to open Shop until
       such staff has completed the additional Training.

4.      Subject to the mutual consultations and consent in writing between the
       parties, Franchisee may also send its managers to Franchisor’s coffee shop in
      Japan for additional Training for the said managers.

 

 

Article 8. On-Site Guidance

 

1.      The day immediately before, the day of, and the day immediately after
       the opening date of Shop, Franchisor shall conduct the checking up, supports,
       instructions and advices for the operation of Shop at Shop.

2.      The cost of On-Site Guidance shall be included in Initial Fee.　 Provided,
      however, that the expenses for Franchisor’s instructors such as transportation
      fee and accommodation fee shall be borne by Franchisee. Franchisee shall
      make payment of the aforesaid expenses for Franchisor’s instructors by the
      due date designated by Franchisor. The remittance cost shall be borne by
      Franchisee

 

 

Article 9. Post-Opening Support

 

1.      For a period of three (3) months after the opening date of Shop and thereafter periodically, Franchisor shall conduct the checking up, supports, instructions and advices for the operation of Shop at Shop.

2.      The cost of Post-Opening Support shall be included in Initial Fee.
  　 Provided, however, that the expenses for Franchisor’s instructors such as
      transportation fee and accommodation fee shall be borne by Franchisee.
      Franchisee shall make payment of the aforesaid expenses for Franchisor’s
      instructors by the due date designated by Franchisor. The remittance cost
      shall be borne by Franchisee.

 

 

Article 10. Requirements for Opening of Shop

 

1.      Franchisee shall notify Franchisor of the opening date of Shop immediately
      after it is decided prior to the opening thereof.

2.      Franchisee shall, prior to the opening of Shop, complete all necessary
      application to related authorities pursuant to the laws and regulations and
      obtain any and all necessary license and approval for the opening of Shop
      therefrom.

3.      Franchisee shall, prior to the opening of Shop, complete the installation of
      POS cash register system in Shop.

4.      Franchisee shall, prior to the opening of Shop, complete the installation of
      an internet-connected security camera at its own expense and share the
      user ID and password thereof with Franchisor for Franchisor to check the
      inside of Shop at any time in Japan.

5.      Franchisee shall, prior to the opening of Shop, obtain fire insurance,
       product-liability insurance and other necessary insurances to be designated
       by Franchisor as necessary and provide Franchisor with the copy of insurance
       policy thereof.

 

 

Article 11. Services

 

1.      Franchisee may conduct the following Services during the term of this
       Agreement.

   (1)   Operation of Shop

   (2)   Sales of coffee related products

   (3)   Any other services to be added by Franchisor

 

2.      Franchisee may, at Shop, deal with the following menus and products
      in respect of Services specified in Sub-Paragraph (1) and (2) of the foregoing
      Paragraph.

(1)  Operation of Shop

Coffee related menus such as Espresso, Espresso Macchiato, Americano, Cafe Latte, Quick Brew, Drip Coffee, Drip Bag, Cold Brew, Fluffy, here's Original Latte, Coco Latte, Coco Canelé, Canelé, French Toast, Elder Flower Juice, Blood Orange Juice, Hot Milk, Pistachio Milk, Soy Milk, Oat Milk, Almond Milk, Chocolate, Organic Mint Tea, Sparkling Water, Still Water and other menus
to be specified by Franchisor

 

(2)  Sales of coffee related products

Coffee related products such as here Sticker, here Tote Bag, here Tumbler, here Espresso Cup, here Glass Low, here Glass High,  here Original Mug, here Tritan Cup 270ml, here Tritan Cup 320ml, Felt Sleeve and other goods to be specified by Franchisor

 

3.      Franchisee shall, in principle, sell products which are to be provided by
      Franchisor.  Provided, however that, if Franchisee intends to sell products
      to be provided by third parties other than Franchisor, Franchisee shall obtain
      prior written consent from Franchisor.

4.      If Franchisee desires to change Services specified in Sub-Paragraph (1) and
      (2) of Paragraph 2 in this Article, Franchisee shall obtain prior written consent
      from Franchisor.

 

 

Article 12. Territory

 

1.      Franchisee may provide Services at Shop in Territory only and shall not do
      the same in any other areas.

2.      Franchisor does not covenant during the term of this Agreement to refrain
      from operating its own coffee shop(s) or permitting other franchisees affiliated
      with  FC to operate coffee shop(s) within Territory. 

 

 

Article 13.  Advertisement and Sales Activities

 

Whenever Franchisee intends to conduct advertisement campaign or sales promotion of Shop on its own plan, Franchisee shall notify Franchisor of the detailed information thereof and obtain prior written consent from Franchisor.

 

 

Article 14. Operation and Cost Burden

 

1.      Franchisee may decide the operating days and hours of Shop subject to prior
      Franchisor’s approval.

2.      Franchisee shall, in principle, operate Shop pursuant to Training, On-Site
      Guidance, Post-Opening Support and Manuals provided by Franchisor.
      Provided, however, that if Franchisee desires to change the way of operation
      of Shop designated by Franchisor, Franchisee may consult with Franchisor.

3.     Unless otherwise agreed in writing between the parties, Franchisee shall bear
      any and all expenses incurred in connection with the operation of Shop
      such as labor cost, advertising cost, expense of consumable goods, utility bills,
      rent and taxes.

 

 

Article 15. Royalty

 

1.      Franchisee shall, during the effective term of this Agreement, pay Royalty
       to Franchisor according to the following calculation formula (hereinafter called
       “Calculation Formula”).

              Net Sales Price  X 5% = Royalty

      2.      For the purpose of calculation of Royalty, Net Sales Price to be used in
            Calculation Formula shall be deemed to have accrued when the price of
            Services is paid by Customers to Franchisee.　

 

 

Article 16. Calculation and Payment of Royalty

 

1.      Franchisee shall calculate the total amount of Net Sales Price and Royalty
      accrued for each Computation Period and send a report of the amount of
      Net Sales Price and Royalty and other necessary information, if any, with
     documentary evidence to Franchisor by the 5th day of the following month of
     each Computation Period (hereinafter called “Calculation Report”).  Even if no
    amount of Net Sales Price accrues during Computation Period, Franchisee shall
    submit Calculation Report indicating so to Franchisor.

2.   If Franchisor has a question about or does not accept the information specified
    in Calculation Report, Franchisor shall so notify to Franchisee within five (5)
    working days from the day when Franchisor receives Calculation Report and
    the parties shall have mutual consultations. 

3.    Unless the foregoing notice is provided in the aforesaid manner, Franchisee 
     shall remit the amount of Royalty which is specified in Calculation Report to
     the bank account designated by Franchisor by telegraphic transfer in Japanese
     Yen on or before the last day of the following month of each Computation
    Period. The remittance cost shall be borne by Franchisee and conversion of
    Hong Kong dollars into Japanese Yen shall be based on the official rate of
    exchange prevailing at the bank Franchisee uses on the day when remittance
    is made.  If the due date of remittance is non-business day of the said bank,
   the due date shall be the last business day prior to the said non-business day.

4. If Franchisee refunds the price of Services to Customers, Franchisor shall
   refund Royalty which has been paid for the said price refunded to Customers
   or deduct the same from Royalty to accrue for the next Computation Period
   unless the aforesaid refund is caused by an intentional or gross negligent act
   of Franchisee.

 

 

Article 17.  Audit

 

1.     Franchisee shall keep at its usual place of business true and particular
     accounts and records of the amount of Net Sales Price and expenses of
     Services and related document in respect of the operation of Shop.

2.    Franchisor or any agent designated by Franchisor shall have the right,
    at any reasonable time during business hours of Franchisee, to audit the
    accounts and records of Franchisee relating to Net Sales Price and expenses
    of Services, operation of Shop, quality of Services at Shop and all other matters
    subject to prior notice and consent by Franchisee.  Franchisor shall be entitled
    to take copies of or extracts from any such record. For the purpose of such
   audit, Franchisee is obliged to grant Franchisor to inspect its books and records
   and access to its office and provide Franchisor with necessary information and
   cooperation.

 

Article 18. Designated Products and Supplier

 

1.      Franchisee shall, in principle, purchase the following products to be sold
      at Shop from Franchisor by the unit as indicated below in order to maintain
      the quality and image of FC (hereinafter called “Designated Products”).

  (1)   Flour (50 bags)

  (2)   Roasted green tea leaves (50 bags)

  (3)   Green tea leaves (50 bags)

  (4)   Paper cup (5 boxes)

  (5)   Plastic cup (5 boxes)

  (6)   Cup lid (5 boxes)

  (7)   Straw (5 boxes)

  (8)   Syrup (5 boxes)

  (9)   Stick Sugar(5 boxes)

     (10) Box for Canelé (5 boxes)

     (11) Sticker (1 box)

     (12) Plastic bag(1 box)

     (13) Tritan cup 270ml (100 pieces)

     (14) Tritan cup 320ml (100 pieces)

     (15) here original mug (100 pieces)

     (16) here espresso cup (100 pieces)

     (17) here glass low (100 pieces)

     (18) here glass high (100 pieces)

     (19) felt sleeve (100 pieces)

     (20) here tote bag (100 pieces)

     (21) here tumbler (100 pieces)

 

2.      If Franchisee desires to purchase Designated Products from suppliers other
      than Franchisor, Franchisee shall so notify to Franchisor and obtain prior
      written consent from Franchisor.

3.      Whenever Designated Products are delivered to Franchisee from Franchisor,
      Franchisee shall calculate the total purchase amount of price thereof for each
      Computation Period and shall remit the applicable amount to the bank account
      designated by Franchisor by telegraphic transfer in Japanese Yen on or before
      the last day of the following month of each Computation Period.
      The remittance cost shall be borne by Franchisee.   If the due date of
       remittance is non-business day of the said bank, the due date shall be
       the last business day prior to the said non-business day.

4.      Franchisee shall purchase the following products to be sold at Shop only
       from the suppliers to be designated by Franchisor in order to maintain
       the quality and image of FC.

    (1)   Egg

    (2)   Butter

    (3)   Salt

    (4)   Sugar

    (5)   Vanilla beans

    (6)   Rum

    (7)   Milk

    (8)   Soy milk

    (9)   Pistachio milk

      (10) Oat milk

      (11) Almond milk

      (12) Still water

      (13) Sparkling water

      (14) Green beans

      (15) Espresso machine

      (16) Roasting machine

      (17) Coffee grinder 

      (18) Frozen drink machine 

      (19) Water filter system

      (20) Blood orange juice

      (21) Bag for beans

      (22) Baking oven

      (23) Dough master

      (24) Refrigerator

      (25) Freezer

      (26) Blast chiller & shock freezer

      (27) Fixtures for making canelé

 

 

Article 19. Overdue Interest

 

If Franchisee fails to make a payment of Royalty, the price for Designated Products or any other account payable against Franchisor by the due date specified herein, Franchisee shall pay to Franchisor an overdue interest of fourteen-point six percent (14.6%) per annum on the unpaid amount until such amount is paid in full.

 

 

Article 20. Withholding Tax

 

1.      If withholding tax in Hong Kong is imposed on Initial Fee and Royalty,
      Franchisee shall conduct the procedure in respect of application for
      income tax convention to obtain relief from tax authorities in Hong Kong
      for the purpose of obtaining discounted rate or tax exemption of withholding
      tax to be deducted from Initial Fee and Royalty.  Franchisor shall provide
      Franchisee with necessary support such as signature for the application
      form and submission of residency certification issued by the entity of
      competent authorities in Hong Kong.

2.      If withholding tax is deducted, Franchisee shall deduct withholding tax
       to be imposed in Hong Kong at the statutory rate from Initial Fee and
       Royalty and obtain a tax certificate showing the payment of such tax from
       tax authorities in Hong Kong.  Immediately after its receipt of the said tax
       certificate, Franchisee shall send it to Franchisor by email firstly and
       thereafter, send the same by mail for the purpose of Franchisor’s tax relief.

 

 

Article 21. Report and Global Meeting

 

1.      Franchisee shall submit monthly reports of each Computation Period to
      Franchisor by the 5th day of the following month of each Computation Period,
      which cover the following items.

 

  (1)  Net Sales Price of Services

  (2)  Expenses

  (3)  Popularity ranking of menu

  (4)  Type of Customers and data thereof

  (5)  Customers’ claim

  (6)  Any other necessary information to be requested by Franchisor as needed

 

2.      Franchisee shall attend the global meetings with Franchisor and other
      franchisees of FC on the date to be notified by  Franchisor by using ZOOM
      or other suitable systems to share the information of sales and report of
      operation of Shop.  The expense for the attendance of the said meetings
      is free.

 

 

Article 22. Prohibited Matter

 

1.      Franchisee shall not provide Services which do not follow the standard,
      quality, policy and concept of FC at Shop.

2.      Franchisee shall not change the name of Shop, menus, taste of products,
      music which are to be used at Shop or in connection with Services without
      prior written consent from Franchisor.

3.      Franchisee shall not offer any excessive latte art which does not comply with
      the standard, quality, policy and concept of FC.

4.      Franchisee shall not make coffees in accordance with any recipes other than
      the one based on the standard, quality, policy and concept of FC without prior
      written consent from Franchisor.

5.      Franchisee shall not change roasting profiles or create new one without prior
      written consent from Franchisor.

6.      Franchisee shall not break the ordinance and offend public order and morals.

7.      Franchisee shall not ignore the policy and standard of FC and not spoil the
      brand and credibility of FC.

8.      Franchisee shall not disclose the personal information of Customers to
      the public.

 

 

Article 23. Indemnification Liability for Third Parties

 

In case of any dispute with any third parties in respect of the operation of Shop
due to the cause attributable to Franchisee, Franchisee shall not take legal action,
enter amiable settlement nor make payment of damages at its sole discretion but advise Franchisor and use its best efforts to settle the said dispute pursuant to Franchisor’s directions.  Provided, however, that Franchisee shall settle the said
dispute at its own cost and responsibility and Franchisor shall assume no burden of
expense or liability therefor.

 

 

Article 24. Privity

 

1.      Franchisor and Franchisee hereby acknowledge that the parties hereto
      are independent contractors and there are no relationship of merger, agent
      or employment caused hereby between the parties hereto.

2.      Franchisee shall fully explain and represent that Franchisee is a totally
      different corporate entity from Franchisor when Franchisee conducts
      businesses with third parties and shall not enter into any contract or
     agreement or make any representation, warranty or commitment which
     binds Franchisor.

 

 

Article 25. Restraint of Competition

 

Franchisee shall not, by itself or with any other third parties, provide services of coffee shops which may be identical or similar with Services without reference to FC during the term of this Agreement and for a period of two (2) years after the termination, cancellation or expiration of this Agreement.

 

 

Article 26. Franchise Agreement in respect of FC

 

Franchisee hereby agrees that Franchisor shall not warrant that the terms and conditions in this Agreement is the same with the ones in other franchise agreement to be executed between Franchisor and other franchisees of FC.

 

 

Article 27. Confidential Information

 

1.      For the purpose of this Article, the party disclosing any information under
      this Agreement shall be called “Disclosing Party” and the party receiving
      any information hereunder shall be called “Receiving Party”.

2.      Receiving Party shall not disclose to third parties any information,
      which is confidential and proprietary in nature of Disclosing Party,
      acquired through this Agreement (hereinafter called “Confidential 
      Information”). Confidential Information includes, but not limited to,
      trade secrets,know-how, inventions, techniques, processes, programs,
      schematics, data, customer lists, financial information, and sales and
      marketing plans.  Receiving Party agrees that Confidential Information shall
      not be disclosed to any third parties and not be used, modified, copied,
      adapted for any purpose whatsoever other than the purposes specified
      in this Agreement without the written consent from Disclosing Party. 
      Notwithstanding the above, Receiving Party shall not have any obligation
      to keep confidential with respect to Confidential Information that:

     (1) is rightfully obtained or will be obtained from a third party under
          no obligation of confidentiality; or

     (2) becomes a public domain through no fault of Receiving Party; or

     (3) is already known to or possessed by Receiving Party prior to the
          disclosure of Confidential Information; or

     (4) is already a public domain prior to the disclosure of Confidential
          Information; or

     (5) is independently developed by Receiving Party without Confidential
           Information.

 

3.      Notwithstanding the provisions in this Article, Receiving Party shall not have
      any obligation to keep confidential if (a) Confidential Information is disclosed
      for the purpose of obtaining the professional advice from attorneys, tax
      accountants, certified public accountants, judicial scriveners, administrative
      scriveners, patent attorneys or certified social insurance labor consultants
      who have an obligation of confidentiality by law or non-disclosure agreement
      or (b) Confidential Information is disclosed legally by Receiving Party subject
      to the demand of government, governmental agency, court or law.

4.      If Receiving Party　discloses　Confidential　Information subject to the
      demand of government, governmental agency, court or law, Receiving Party
      shall use its best efforts to notify Disclosing party of such demand or
      requirement prior to the disclosure so that Disclosing party may seek an
      appropriate protective order or take lawful actions to avoid and/or minimize
      such disclosure.

5.      The provision of Sub-Paragraphs (1) to (4), Paragraph 2 of this Article shall
       not apply to personal information.

6.      Receiving Party shall exercise the sole and proper control and supervision
      over any of its employees and hereby assume full liability and responsibility
      of all obligations in connection with its employees and any activity of such
      employees in connection with the terms in this Article.

7.      Receiving Party shall, at any time upon Disclosing Party’s request or
      termination, cancellation or expiration of this Agreement, return to
      Disclosing Party or, subject to the instruction of Disclosing Party, dispose
      of all copies of Confidential Information and all other documents and
      materials incorporating Confidential Information in the possession of
     Receiving Party.

 

 

Article 28. Intellectual Property Rights

 

1.      Franchisee acknowledges that all Trademarks, patents, designs, copyrights,
      and other intellectual property rights used or embodied in connection with
      Services are the exclusive properties of Franchisor (hereinafter called
      “Franchisor’s Intellectual Property Rights”), and shall not dispute Franchisor’s
      Intellectual Property Rights for any reason whatsoever.  Franchisee shall not
      apply for or register any Franchisor’s Intellectual Property Rights on its own
      name in any countries or regions.

2.      Franchisee hereby agrees to advise Franchisor immediately after Franchisee
      becomes aware that any Franchisor’s Intellectual Property Rights are attacked
      or infringed upon by any third parties.   In the case of aforesaid attack or
      infringement, Franchisee shall cooperate with and aid Franchisor for the
     defense proceedings at Franchisee’s cost, and Franchisor shall retain all rights
     to control the direction of any action thereof.

3.    Franchisor shall not warrant that Franchisor’s Intellectual Property Rights do
     not infringe upon any intellectual property rights of any third parties in Hong
     Kong.  In case of any claim of infringement or alleged infringement of
     intellectual property rights or any dispute thereof brought by third parties
     in relation to Franchisor’s Intellectual Property Rights, Franchisee shall advise
     Franchisor immediately and provide Franchisor with necessary information
     and assistance required for Franchisor’s defense proceedings.

 

 

Article 29. Notice

 

In case of the change of information notified to the other party at the time of execution this Agreement such as tradenames, name of representative director, address of the head office and contact information, Franchisor or Franchisee shall so notify to the other party accordingly.

 

 

Article 30. Duration

 

1.  The initial term of this Agreement shall be one (1) year from Effective Date.
     Thereafter, this Agreement shall be extended automatically for successive periods
     of one (1) year each unless either party gives the other party notice of
     non-extension in writing at least thirty (30) days prior to the expiration of
     the initial term or any extended term of this Agreement.

2.     In the event of expiration of this Agreement, the parties hereto shall have
      no claim against the other party for the loss of good will or future profit.

   　

 

Article 31. Cancelation with Notice

 

1.      Notwithstanding the provision of Paragraph 1 of the foregoing Article,
       either party may, without prejudice to any other rights or remedies,
       cancel this Agreement by providing written notice in accordance with
       the following:

(1)  In the case of cancelation by Franchisor

         : At least one (1) month prior written notice shall be given
            by the date of cancellation.

(2)  In the case of cancelation by Franchisee

  : At least three (3) months prior written notice shall be given
    by the date of cancellation.

 

2.      If Franchisee gives the notice of cancellation to Franchisor, Franchisee
       shall pay to Franchisor early  cancellation charge at the rate of five
       hundred thousand Japanese YEN (500,000JPY) by the date of cancellation.

 

 

 

Article 32. Termination and Damages

 

1.      Either party may, without prejudice to any other rights or remedies,
       terminate this Agreement, in whole or in part, with immediate effect,
       if any of the following events should occur:

 

(1) if the other party fails to perform any provision of this Agreement or
     commits any breach of this Agreement and such failure or breach continues
     for more than thirty (30) days after the receipt of a written notice specifying
     them;

(2) if the other party fails to make any payment when due under this
     Agreement and such failure continues for more than two (2) months
     after the due date of such payment;

(3) if the other party receives order of suspension or cancellation of 
     business license from the related authorities;

(4) if the other party conducts fraud or treason;

(5) if the other party breaches laws and regulations or offends public order
     and morals;

(6) if the other party becomes payment suspended or insolvent,  or
      receives order or warning of dishonor of bill from clearinghouse;

(7) Significant decline of financial power or any substantial change
     on business which has an effect thereon occurred to the other party;

(8) if any proceeding for attachment or provisional attachment, provisional
     disposition, execution, public sale, attachment for delinquent tax, is
      instituted by the third parties against the other party;

(9) if bankruptcy, civil rehabilitation or reorganization is instituted by
     the third parties against the other party;

(10)if the other party adopts resolution of liquidation or is merged or
      consolidated;

(11)if the other party has difficulties in performing obligations
      due to particular reason;

(12)if any substantial change in management or control of the other party
      such as change of shareholding structure or officers is implemented;

 

 2.      If either party is damaged due to the Sub-Paragraphs of the foregoing
       Paragraph, the non defaulting party may claim the defaulting party
       damages thereof subject to the mutual consultations thereof.

 

 

Article 33. Effect of Termination, Cancellation or Expiration

 

1.      If this Agreement is terminated, canceled or expires, Franchisee shall lose
       any and all rights as franchisee of FC in respect of Shop.

2.      If this Agreement is terminated, canceled or expires, the due date of all
      outstanding debt shall become automatically due and payable by immediate
      telegraphic transfer on the effective date of termination, cancellation or expiration,
      even if longer moratorium is previously provided.

3.      If this Agreement is terminated, canceled or expires, Franchisee shall
       carry out the following matters pursuant to Franchisor’s direction. 

 Franchisee shall, at its own expense, complete all of the following items and   promptly notify Franchisor in writing upon such completion.

(1)  To cease to provide Services and remove interior and exterior of Shop

(2)  To cease the use of Trademarks and return, dispose of, delete, un-install
      any Trademarks used for the operation of Shop

(3)  To return or dispose of Designated Products provided by Franchisor

(4)  To discharge any and all liabilities against Franchisor which was incurred
      hereunder or other agreements

(5)  To delete or remove any indications such as Trademarks which show
      Franchisee was a franchisee of FC from interior and exterior, sign board,
      facilities, tools, websites, equipment, fixtures and fittings

(6)  To delete any and all data provided by Franchisor for the operation of Shop

(7)  To change name registered at telephone directly or bank account for third
     parties such as Customers or subcontractors to understand that Franchisee
    does not belong to FC any more

(8)  To return or dispose of any and all Manuals provided by Franchisor

 

4.      If Franchisee fails to comply with the provisions set forth in the preceding
      Paragraph,  Franchisor or an agent designated by Franchisor, may enter Shop
      or the Franchisee’s office and take necessary actions, including deletion or
      removal, at Franchisee’s expense.

5.      If this Agreement is terminated, canceled or expires, Franchisor shall
      adjust the credit and debt with Franchisee by using Deposit and refund
      the balance thereof, if any.

 

 

Article 34. Survival

 

This Article, the terms defined in this Agreement and the following Articles and Paragraphs shall survive the termination, cancellation or expiration hereof.

 

(1)  Article 3 (Trademarks) Paragraph 4

(2)  Article 4 (Initial Fee) Paragraph 2

(3)  Article 5 (Deposit) Paragraph 2, 4 and 5

(4)  Article 15 (Royalty) and 16 (Calculation and Payment of Royalty)
　　Provided, however, that the provisions of Article 15 and 16 shall become
　　invalid immediately after Franchisee completes the payment of all
　　outstanding Royalty.

(5)  Article 17 (Audit)

(6)  Article 18 (Designated Products and Supplier) Paragraph 3　Provided,
　　 however, that the provisions of Article 18 shall become invalid immediately
　　 after Franchisee completes the payment of all outstanding debt in respect
　　 of Designated Products purchased from Franchisor

(7)  Article 19 (Overdue Interest)

(8)  Article 20 (Withholding Tax)

(9)  Article 22 (Prohibited Matter) Paragraph 6,7 and 8

(10)   Article 23 (Indemnification Liability for Third Parties)

(11)   Article 24 (Privity)

(12)   Article 25 (Restraint of Competition)

(13)   Article 27 (Confidential Information)

(14)   Article 28 (Intellectual Property Rights)

(15)   Article 30 (Duration) Paragraph 2

(16)   Article 32 (Termination and Damages) Paragraph 2

(17)   Article 33 (Effect of Termination, Cancellation or Expiration)

(18)   Article 35 (Set-Off)

(19)   Article 36 (Damages and Injunctive Relief)

(20)   Article 41 (Governing Law and Arbitration)

 

 
Article 35. Set-Off

Either party may set off any receivables and payables it has against the other party, whether or not arising under this Agreement.

 

 

Article 36. Damages and Injunctive Relief

 

1.  If either party is damaged due to the other party’s breach or default of any
     provision of this Agreement, the non-breaching/non-defaulting party may claim
    the breaching/defaulting party damages thereof.

2. The parties hereto acknowledge that either party shall be entitled to injunctive
    relief against the other party, if the other party hereto breaches any of its
    obligations under this Agreement.

 

 

Article 37. Assignment

 

Neither whole of this Agreement nor any part hereof shall be assignable by either party hereto without other party’s prior written consent. In the event of such assignment, the assigning party shall remain liable to the other party and shall not be relieved of any obligation under this Agreement.

 

 

Article 38. Consultations

 

The parties hereto shall faithfully attempt to settle all matters not specified herein or questionable in relation to or in connection with this Agreement.

 

 

Article 39. Waiver

 

Failure by either party to require performance by the other party or to claim a breach of any provision of this Agreement shall in no manner be deemed to be a waiver of such provision or right on any other occasion.

 

 

Article 40. Force Majeure

 

Neither party hereto shall be liable for any delay or failure to perform any of its obligations hereunder, other than the obligation to make any payment which is due, if such delay or failure is due to fire, flood, earthquake, epidemic, pandemic, unusually severe weather, strike, act of God or public enemy, public disorder, restriction by civil or military authority in their sovereign or contractual capacities, economic sanction, war, transportation failure or any other cause beyond the reasonable control of the parties.

 

 

Article 41. Governing Law and  Arbitration　

 

1.      This Agreement shall be interpreted and governed by the laws of Japan
       and the rights and obligations of the parties herein shall not be governed by
       the provisions of the 1980 United Nations Convention on Contracts for the
       International Sale of Goods.

2.      The parties hereto shall faithfully attempt to settle all disputes, controversies
      or differences that may arise between the parties hereto, out of or in relation
      to or in connection with this Agreement or the breach hereof through mutual
      consultation.

3.      Notwithstanding the foregoing Paragraph, if the aforesaid disputes,
      controversies or differences are not settled by mutual consultation,
      they shall be finally settled by the arbitration of a panel of three (3)
      arbitrators in Japan in accordance with the Commercial Arbitration Rules of
      The Japan Commercial Arbitration Association. Each party shall appoint
      one (1) arbitrator respectively and then the two (2) arbitrators appointed
      shall appoint the third arbitrator. The award to be rendered shall be final
      and binding upon the parties hereto. Judgment upon such award may be
      entered in any court having jurisdiction thereof.

 

 

Article 42. Severability

 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or invalid, the remaining provisions hereof shall remain effect.

 

 

Article 43. Entire Agreement

 

This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements and communications with respect hereto, and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly authorized officers or representatives of each of the parties hereto.

 

 

 IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement as of Effective Date.

 

 

Japan Co., Ltd.

 

By:___________________________

Name   : Taro Yamada

Title      : CEO

 

 

 

Hong Kong Co., Ltd.

 

By:___________________________

Name   : Peter Chiang

Title      : CEO

 

 

 

 

 

Attachment

 

 

1. Related Authority: Patent Office in Japan

2. Registration Number: Shougan2020-62332

3. Date of Registration: the 2nd May, 2020

4. Registered Trademark

 

 

 

1. Related Authority: Patent Office in Japan

2. Application Number: Shougan2019-129256

3. Date of Application: the 20th September, 2019

4. Trademark pending