THIS AGREEMENT is made ……………… day of ……………… 201( ) between The Business Woman’s Network the registered office of which is ……………… (hereinafter called “the Licensor”) of the first part and of ……………… (hereinafter called “the Licensee”) of the second part

WHEREAS:-

1. The Licensor has spent time money and effort in obtaining and developing knowledge of and expertise (“the Know-How”) in women’s networking hereinafter called “The Services”.
2. The Licensor wishes to expand the Provision of the Services, and is willing to grant to the Licensee the rights set out herein.
3. The Licensee desires the right during the continuance of this Agreement to provide the Services for the area, as directed in the operation manual (“the Manual”).
4. The business of providing and marketing the Services is hereafter called “the Business”.
5. The equipment from time to time required by the Licensee for use in the Business is hereafter called “the Equipment”.
6. 
   

NOW IT IS AGREED AS FOLLOWS:-

1. Rights Granted

The Licensor grants to the Licensee during the period of this Agreement and subject to the terms and conditions hereof, the rights to carry on the Business in accordance with this Agreement from the area, to utilise the Know-How.

2. Term

Subject as herein appears this Agreement shall be for a period of ……………… years, commencing the ……………… day of ……………… 201( ).

3. Renewal

If the Licensee gives written notice of her desire to renew the Agreement, then provided that at the time such notice is given this Agreement is valid and subsisting and the Licensee shall not be in breach of his obligations under this Agreement, the Licensor and the Licensee will enter into a new standard Agreement in such form as is currently being offered to new Licensees at that time, to operate from the date of the expiry of this Agreement.

4. Licensor’ s obligations

The Licensor shall:-

(a) Assist the Licensee to establish and efficiently operate the Business in the area and to provide her with a Coordinators Manual, the copyright in which shall at all times remain the property of the Licensor;
(b) Train the Licensee in the correct operation of the Business.
(c) Give the Licensee such reasonable continuing assistance and advice as the Licensor considers necessary for the efficient running of the Business.
(e) Ensure that the Manual shall be kept up to date with any alterations and/or improvements in or to the operation of the Business.

5. Licensee’s obligations

(1) The Licensee undertakes not to do anything to prejudice or damage the goodwill or the reputation of the Licensor, but may challenge the Licensor’s intellectual property rights;

(2) If the Licensee becomes aware of any infringement by any other party trading similar or identical to The BWN, the Licensee shall immediately notify the Licensor thereof in writing;

(3) The Licensee shall comply with all reasonable requirements from time to time laid down by the Licensor as regards the use and presentation of the BWN;

(4) The Licensee shall ensure that any items of equipment regularly used by the Licensee in carrying out the Services, shall carry such words devices and/or designs and in such prominence and colour, as may be specified by the Licensor;

6. The Licensee’s obligations concerning the Equipment

The Licensee agrees in order to protect the Licensor’s intellectual property rights and maintain the common identity and reputation of the network to comply with quality specifications laid down for the Equipment.

7. The Licensee’s general obligations

In order to maintain the uniform high standards of the Services, and to protect the Licensor’s intellectual property rights and maintain the common identity and reputation of the franchise network, the Licensee hereby agrees;

Carry on business

(a) To carry on the Business under The BWN name and no other name;

Area

(b) Not to carry on the Business from any location other than the agreed area without the Licensor’s prior written consent.

Commencement

(c) To commence the business from the day of ……………… 201( )

Diligence

(e) To use her best endeavours and the highest standards in all matters connected with the Business and to carry on the business diligently and in a manner in all material respects to the reasonable satisfaction of the Licensor and as may be reasonably required by the Licensor from time to time in accordance with its image and reputation;

Personnel

(f) The Licensee is not permitted to employ any staff under the Franchise name.

Access to customers

(h) To permit the Licensor and or his agent without any further or other authority or notice, to speak to customers about the Services being provided by the Licensee;

Licensor’s requirements

(i) To comply with all reasonable requirements consistent with the terms of this Agreement as are from time to time notified by the Licensor for the efficient conduct of the Business;

​Insurance

(j) To insure with a major reputable insurance company in an adequate sum against all normal and reasonably foreseeable risks relating to the conduct of the Business including personal liability howsoever arising negligence or other acts or omissions by the Licensee or any person for whom the Licensee is responsible and cover all public and employees liability and death of or injury to any customer or any other person and provide copies of such insurance policies to the Licensor upon its request.

8. The Licensee’s financial obligations

The Licensee shall pay to the Licensor the following sums;

(a) Immediately upon signing this agreement a franchise fee in the sum XXX
(b)  A monthly Service Management Fee equivalent to 50% of the previous month’s event profits.

9. Licensee’s accounts

The Licensee shall maintain proper books of account relating to the business and shall employ a Chartered/Certified Accountant to prepare annual accounts for the business and the Licensee shall supply the Licensor within 14 days after the previous months event with an outline of the accounts for the meeting

10. The sale of the business

(1) The Licensee may not assign or delegate his Franchise or any other right or obligation under this Agreement, without prior written agreement by the Licensor,

(2) The Licensee shall not be permitted to sell her Franchise;

(5) The Licensor shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the Licensee thereof in writing within a reasonable time thereafter.

11. Termination

(1) The Licensor may terminate this Agreement forthwith by notice in writing to the Licensee:

(a) If the Licensee shall have committed any material breach of her obligations hereunder or shall have failed to remedy any remediable breach within a period of twenty-eight days of the receipt of a notice in writing of the Licensor requiring her to do so;
(b) If the Licensee shall commit an act of bankruptcy or have a receiving order made against him or make any arrangement or assignment with or for the benefit of his creditors or suffer distress or execution to be levied or threatened on any of its properties;
(c) If any sum or document required under the terms of this Agreement is not paid or submitted at the latest within thirty-one days following its due date;
(d) If the Licensee ceases or takes any steps to cease his business;

(e) If the Licensee is unable to attract a minimum of 15 women to each event, reviewed over the course of a 3-month period.

(2) The termination or expiry of this Agreement shall be without prejudice to any rights and obligations conferred or imposed by this Agreement in respect of any period after such termination and shall also be without prejudice to the rights of either party against the other in respect of any antecedent breach of any of the terms and conditions hereof.

15. Post termination provisions

(1) In the event of the termination of this Agreement howsoever arising. In order to protect the Licensor’s intellectual property rights and reputation:

(a) the Licensee shall forthwith return to the Licensor all stationery and signs bearing the Marks then in its possession whether or not supplied by the Licensor;

(b) the Licensee shall not at any time thereafter:

(i) disclose or use any confidential information or Know-How related to the business acquired by her during or as a result of this Agreement (save that it shall be allowed to use such Know-How that has come into the public domain by means other than the Licensee’s breach);
(ii) purport to be a Licensee of or otherwise associated with the Licensor;
(iii) use any recommendation or reference provided as a result of her work as a Licensee;

(2) The Licensee shall not for a period of six months thereafter directly or indirectly be engaged, concerned or interested in a business which competes with the Services, or is similar to those provided by the Licensor, within a radius of ten miles from the location they were coordinator for (save for a financial interest which does not allow it to influence the economic conduct of such a business).

16. Copyright

(1) The copyright and all other rights in the text of the Manual, photographs, all other documents supplied by the Licensor and all secret or confidential information contained therein are the property of the Licensor and the Licensee undertakes not to copy the Manual, photographs and other documents supplied by the Licensor or to disclose any of its contents or concepts to any other party and not himself to make any direct or indirect use thereof otherwise in providing the Services.

(2) For the purpose of this Clause:

(a) The Manual shall be deemed to include the Manual as originally provided to the Licensee together with all additions and amendments thereto from time to time;
(b) Secret or confidential information shall include all confidential information provided to the Licensee from time to time by memorandum or correspondence or otherwise howsoever appertaining to the provision of the Services and the business of the Licensor (save for that which has come into the public domain other than through the Licensee’s own breach).

17. Entire agreement

This Agreement and the Manual expresses the entire agreement between the parties hereto which supersedes any other negotiations or agreements on the subject matter hereof and;

(a) this Agreement shall not be modified in any way except by a written instrument signed by both parties hereto.

18. Warranties

The Licensee shall make no statements representations or claims and shall give no warranties to any customer or potential customers in respect of the Business save such as may have been specifically authorised by the Licensor such authority to be given either in writing or in the Manual in force at the relevant time. The Licensee hereby undertakes with the Licensor to keep it fully and effectively indemnified against all claims demands losses expenses and costs which the Licensor may incur as a result of any breach by the Licensee of this provision or of any other provision contained in this Agreement.

19. Improvements

(1) The Licensee shall use all reasonable endeavours to conceive and develop new and improved methods of carrying out the Services and improvements in the operating procedure and other additions or modifications to the Services (hereinafter referred to as “Improvements”). The Licensee agrees to disclose fully any Improvements to the Licensor and the Licensor shall determine the feasibility and desirability of incorporating them into the relevant Services;

22. Force majeure

This Agreement shall be suspended during the period and to the extent of such period that the Licensor reasonably believes any party to this agreement is prevented or hindered from complying with its obligations under any part of it, by any cause beyond its reasonable control including but not restricted to strikes, war, civil disorder, and natural disasters. If such a period of suspension exceeds 180 days, then the Licensor shall upon giving written notice to the Licensee, be able to require that:

(1) all money due to the Licensor shall be paid immediately, and
(2) the Licensee shall immediately cease trading, until further notice from the Licensor.

23. Notices

Any notice required to be given for the purposes of this Agreement shall be given by sending the same by prepaid First Class post, e-mail, or fascimilie to, or by delivering the same by hand at, the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purposes of this Clause.

Any notice so sent by post shall be deemed to have been served two days after posting and in proving this service it shall be sufficient proof that the Notice was properly addressed and stamped and put into the post. Any notice sent by e-mail or fascimilie shall be deemed to have been served on the next day following the date of despatch thereof which is a business day.

Signed for and on behalf of ……………… Limited by

…………………………………………… Director

…………………………………………… Witnessed by

…………………………………………… Signed by

…………………………………………… Witnessed by