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FRANCHISE AGREEMENT

between

[YOUR COMPANY]

and

[_____________________]

No.:

This Franchise Agreement (together with any schedules or annexures, as

may be amended, modified or varied from time to time hereinafter referred
to as “Agreement”) is entered into this ------- of -----2007 by and between
--------

PT. [YOUR COMPANY] INDONESIA, a limited liability company, duly

incorporated and existing under the laws of the [YOUR COUNTRY], having its
principal office at XXXXXXX, [YOUR CITY] (hereinafter referred to as the
“Franchisor”).
And
___________________________, a limited liability company duly incorporated and
existing under the laws of the [YOUR COUNTRY], having its principal office at
_______________ (hereinafter referred to as the “Franchisee”).

The Franchisor and the Franchisee are hereinafter collectively referred to as

the “Parties” and individually as a “Party”.

WHEREAS
1. The Franchisor is (i) a holder of “[YOUR COMPANY]” trademark license
(“Trademark”) and the owner/legal holder of the Franchisor’s
Intellectual Property Rights (as defined below) which all would be utilized
by the Franchisor for the purpose of the implementation of this
Agreement; and

2. The Franchisee owns and or controls the Establishment (as defined

below) as set out in the franchise business address which will be utilized
by the Franchisee to perform the Operational Activities (as defined
 below) pursuant to the terms of this Agreement.
3. According to the assessment as conducted by the Franchisor, The
Franchisor agrees to grant the Franchisee certain rights to, within the
scope as set out in this Agreement, utilize the Trademark and the
Franchisor’s Intellectual Property Rights, and the Franchisee desires to
obtain from the Franchisor such rights and conducts Operational
Activities pursuant to the terms of this Agreement.

NOW THEREFORE, based on good faith and mutual trust, the Parties in
consideration of the undertakings and commitments set forth herein, agree
as follows:

Article 1
DEFINITIONS

“Workshop” means an establishment where the Franchisee conducts its

production of the Franchise Product.

““Marketing and Sales Services Fee” means fee which must be paid by
the Franchisee to the Franchisor for the marketing and sales services
provided by the Franchisor as stipulated in Article 13 of this Agreement.

““Training Fee” means fee which must be paid by the Franchisee to the
Franchisor for providing training program pursuant to Article 13 of this
Agreement.

““Audit and Quality Control Fee” means fee which must be paid by the
Franchisee to the Franchisor for conducting audit and quality control
pursuant to Article 13 of this Agreement.

“Royalty Fee” means monthly fee payable by the Franchisee to the

Franchisor as set forth in Article 13 of This Agreement.

““Franchise Fee” means fee which must be paid by the Franchisee to the
Franchisor before the date of the signing of this Agreement, as set out in
Article 13 of this Agreement.

“Intellectual Property Rights” means all patent rights, copyrights,

industrial designs, and trademarks, either registered or unregistered, trade
secrets, and other intellectual property rights, as defined and regulated by
the prevailing laws pertaining to intellectual property rights including
implementing regulations and amendments thereto.
“Franchisor’s Intellectual Property Rights” means any Intellectual
Property Rights owned or controlled by the Franchisor in any form.
 “Operational Activities” means the business activities conducted by the
Franchisee in implementing the Agreement, including but not limited to the
productions, marketing and/or sale of the Franchise Products. .

“Franchise Object” means Franchise Product, Trademark and the

Franchisor’s Intellectual Property Rights used by Franchisor in connection
with the implementation of this Agreement.

“Minister of Trade Regulation” means the Minister of Trade of the [YOUR

COUNTRY] Regulation Number [NUMBER REGULATION] on the Provisions and
Procedures of the Issuance of a Franchise Business Registration Letter and
any of its amendments from time to time.

“[YOUR COMPANY] Identity Directives” means the directives and

guidance provided to the Franchisee to use the Trademark for the purpose of
implementation of this Agreement.

“Franchise Product” means (i) any products produced by the Franchisee in

connection with the implementation of this Agreement and pursuant to the
Production Manual and/or Franchisor’s Product to be purchased, marketed
and sold by the Franchisee as may be amended from time to time by the
Franchisor.

“Franchisor Product” means any products produced or sourced by the

Franchisor which types and prices may be changed and amended from time
to time based on the sole discretion of the Franchisor.

“Shop” means an establishment where the Franchisee stores, displays, and

sells the Franchise Product as well as sells and manages the marketing and
distribution of the Franchise Product.

“Establishment” means any Shop(s) and Workshop(s) owned or controlled

by the Franchisee for the duration of this Agreement which will be used by
the Franchisee to perform the Operational Activities.

“Manuals” means the directions, technical guidelines and specifications

issued by the Franchisor for the purpose of carrying out the Operational
Activities among others and any of their respective amendments,
supplements or variations.

“Production Manual” means the directions, technical guidelines and

spesifications for the purpose of production of the Franchise Product set out
by the Franchisor as may be amended, supplemented and varied by the
Franchisor from time to time. .
“Reporting Manual” means the directions, specifications and technical
guidelines issued by the Franchisor for the purpose of preparing activities
and financial reports as well as other administrative processes during the
implementation of this Agreement as may be amended, supplemented and
varied by the Franchisor from time to time

“Area” means the geographical area where the Franchisee may conduct the
marketing and distribution activities of the Franchise Product as stipulated in
Article 3.3 of the Agreement.
Article 2
GRANTING OF RIGHTS

2.1 Granting Of Rights

The Franchisor hereby grants to the Franchisee the right to perform

Operational Activities, and use the Trademark and Franchisor’s
Intelectual Property Rights at the agreed Establishment and Area strictly
in accordance with the terms and conditions of this Agreement.

2.2 Limitation of Rights

For the duration of this Agreement, without the prior written consent of
the Franchisor, the Franchisee shall not:

a. sign a franchise agreement or any other agreement with any other

party, or execute or implement any such rights or activities similar to
those set out in this Agreement;

b. give permission to any other party to benefit, take advantage of

and/or utilize any rights obtained from the Franchisor under this
Agreement in any manner whatsoever;

c. use, duplicate, or disseminate either in part or as a whole any

documents, information, and other materials provided to the
Franchisee by the Franchisor in any form or manner for any purposes
other than those specifically set out in this Agreement.

d. Purchase, use, market, distribute and/or sell products other than: (i)
the Franchisor’s Product; (ii) the Franchise Product; and/or (iii) any
 other product agreed by the Franchisor from time to time.

e. directly or indirectly produce any products which will used for the
purpose of implementations of this Agreement which are not in
accordance with the Production Manual and other relevant terms as
set out in this Agreement.

f. Maintain the Establishment at a location other than the location as set

out in this agreement and conduct marketing and distribution
activities outside of the Area.

2.3 The Use of the [YOUR COMPANY] Trademark

In using the Trademark, the Franchisee is obliged to comply with the

provisions of the [YOUR COMPANY] Identity Directives and other relevant
terms of this Agreement.

Article 3
BUSINESS SITE AND AREA
3.1 The Franchisee own and/or control the Establishment at the addresse(s)
as set out franchising business address from where it will conduct the
Operational Activities.

3.2 The Franchisee shall not change the location of its Establishment without
the Franchisor’s prior written consent

3.3 In relation to its Operational Activities, The Franchisee may only conduct
marketing and distribution of the Franchise Product within [please insert
the exact area]

3.4 For the purpose of implementing this Agreement, the Franchisee shall
within 30 days after signing the agreement complete the modifications
of the Establishment to conform with [YOUR COMPANY] Identity
Guidelines, directions provided by the Franchisor and relevant terms of
this Agreement.

3.5 Any costs incurred in performing such modifications set out in Article 3.4
above shall be borne by the Franchisee.
3.6 The requirement set out in Article 3.4 above is an essential part of this
arrangement therefore should the Franchisee fails to complete such
modification during the time period set out above or other period as
agreed by the Franchisor in writing, the Franchisor may immediately
terminate this Agreement and any fees paid by the Franchisee to the
Franchisor in accordance with the trems of this Agreement will not be
paid back to the Franchisee. Termination of this Agreement may
resulted in penalty as listed in Article 16 of this Agreement.

Article 4
QUALITY STANDARD
4.1 In performing the Operational Activities, the Franchisee shall follow the
quality standard such as production, after sales service, reporting,
bookkeeping, accounting, and/or management as provided in the
relevant Manuals.

4.2 The Franchisor evaluates periodically the implementation of franchisee’s

quality standard as stipulated on exhibit 6.2. Franchisee has to attend
technical and / or non-technical training if evaluation score was less or
equal 80%. Training fee, which ammount is stipulated in article 13.1.1.b,
would be borne by franchisee. This training would be conducted the
latest 30 days after evaluation result was announced to Fanchisee.

4.3 Franchisee is not allowed to sell franchise product which would not
comply with quality standard. Franchise product which would not comply
with quality standard should immediately be demolished. Sales of the
products that do not pass Franchise quality control might resulted in
termination of this contract and its consequences according to Article
16.

4.4 The Franchisor will immediately notify the Franchisee in the event of any
amendments, supplements or variation to any of the Manuals.

Article 5
REGISTRATION OF AGREEMENT
5.1 The Franchisee shall register this Agreement with all related information
to the appropriate authority no later than 30 (thirty) business days after
the date of this Agreement

5.1 The Franchisee shall take all necessary action to obtain a Franchise
Business Registration Letter (FBRL) and apply for an extension of the
FBRL in the event that it expires prior the the expiration of this
Agreement. Any expense incurred in this regard shall be borne by the
 Franchisee.

5.2 Franchisee shall provide a copy of the FBRL to the Franchisor as soon as
the Franchisee obtains the FBRL from the relevant authority.
Article 6
TRAINING & TECHNICAL ASSISTANCE

6.1 The Franchisor will execute training programs concerning particular

matters as required for the implementation of this Agreement, and the
Franchisee shall ensure the participation of its employees in these
training programs. The Franchisee will be responsible for details on the
training programs including type, timing, location, and fee.

6.2 The Franchisor reserve the rights to terminate or postpone trainings if all
the required training items are not available or Franchisee does not have
a proper human resources to participate in the training.

In relation to the implementation of the Agreement, The Franchisor will

also provide consultation and technical assistance to the Franchisee
based on the terms and conditions.

Article 7
FRANCHISE PRODUCTS

7.1 The Franchisor shall sell the Franchisor’s Products to the Franchisee to
be: used as material for the production of the Franchise Product;

7.2 The Franchisee shall sell the Franchisor Product at the lowest price as
will be determined by the Franchisor from time to time after taking into
account among other production and distribution costs, market
conditions as well as margin for the Franchisee.

7.3 The Franchisee may determine the sale price of the Franchise Product
with due consideration to the Franchisor’s lowest selling price.
7.4 In order to maintain the sustainability of the Operational Activities, the
Franchisor will perform reasonable effort to make a punctual delivery of
the Franchisor’s products to the Franchisee.

7.5 Franchisee makes sure the availability of franchise product as stipulated

in Exhibit 13.
 Article 8
FRANCHISE FINANCING

8.1 In order to ensure the sustainability of the Operational Activities, the

Franchisee has to manage to provide initial investment of the franchise
operation by its own effort before signing this franchise agreement.

8.2 If the franchisee obtained credit facility from third party, the Franchisee
shall fulfill all of its obligations, including punctual payment of the
installments in accordance with the terms and conditions of the credit
facility. In the event the Franchisee fails to fulfill these obligations, the
Franchisor shall have the right to unilaterally terminate this Agreement
pursuant to Article 15 of this Agreement.

Articles 9
EQUIPMENTS AND MACHINERIES

9.1 The Franchisee must use equipments and machineries that must be
purchased and/or leased by the Franchisee from the Franchisor.

9.2 The Franchisee must paid all the machines and supporting equipments
used to produce the Franchisor products in advance before the signing of this
agreement.

Article 10
REPORTING, CONTROLLING AND INSPECTION

10.1The Franchisee is obliged to furnish to the Franchisor:

a. a comprehensive monthly report, including sales report of the

Franchise Products, in the format and the time set out by the
Franchisor;

b. Operational Activities report, prepared in the format and period as

stipulated in the Reporting Manual.

c. full access at any time to conduct an inspection of the Operational

Activities at the business site of the Franchisee, of documents and
machinery or equipment used by the Franchisee in conducting the
Operational Activities. Such access includes, but is not limited to, the
 right for the Franchisor to take pictures and film and interview the
employees of the Franchisee and its customers.

10.2Franchisor is entitled to conduct quality control on the Operational

Activities performed by the Franchisee pursuant to the provisions
provided by the Franchisor,

10.3The Franchisee shall provide an annual report to the issuing authority of

the FBRL on the progress of its business on 31 January of each year by
using the standard form as stipulated in the Minister of Trade Regulation

10.4Franchisee shall also provide a written report to the issuing authority of

the FBRL on changes concerning:

a. addition or reduction of the place of business

b. assignment of business ownership

c. address changes of the main office or franchise business place

d. name of directors, owner and type of the business entity of the

Franchisee or the Franchisor; and

e. extension/changes of the period of the agreement between

Franchisor and Franchisee.

10.5Franchisee shall provide a copy of each report as stipulated under Article

10.3 and 10.4 above, together with all of the receipts from respective
authorities, to the Franchisor.

Article 11
INTELLLECTUAL PROPERTY RIGHTS

11.1 The Franchisee hereby acknowledges that the Franchisor is the

authorized license holder of Trademark and owner and legal holder of
Franchisor’s Intellectual Property Rights used in the implementation of
the Agreement.

11.2 The Franchisee hereby acknowledges and agrees that this Agreement is
not intended to transfer Trademark and Franchisor’s Intellectual Property
Rights to the Franchisee. Therefore, the Franchisee is prohibited from
 conducting any action which can result in the loss or nullification of the
rights of the Franchisor to Franchisor’s Intellectual Property Right,
including but not limited to registering Franchisor’s Intellectual Property
Right under the Franchisee’s or any other name.

11.3 The utilization of the Franchisor’s Intellectual Property Rights by the

Franchisee is limited to activities related to the implementation of this
Agreement strictly based on the relevant Manuals. Any utilization of the
Franchisor’s Intellectual Property Rights by the Franchisee beyond the
purposes and intention of this Agreement constitutes a serious violation
of this Agreement and shall grant the right to the Franchisor to claim for
compensation from the Franchisee and to unilaterally terminate this
Agreement pursuant to Article 15 of this Agreement.

11.4 The Franchisee acknowledges that any Intellectual Property Rights to

any invention, works or design, invented intentionally or not, made for
the implementation of this Agreement, are the property of the
Franchisor. Therefore, the Franchisee has no right to request or obtain
any compensation in any form with regard to any invention.

11.5 The Franchisee shall immediately notify the Franchisor in the event that
the Franchisee discovers unlawful use of the Franchisor’s Intellectual
Property Rights. The Franchisee shall assist the Franchisor in addressing
the unlawful and/or unauthorized use of the Franchisor’s Intellectual
Property Rights.

Article 12
REPRESENTATIONS AND WARRANTIES

12.1 The Franchisee represents and warrants to the Franchisor that:

12.1.1 The Franchisee has full legal authority and has obtained all
permits necessary to perform its business activities, to sign the
Agreement and perform its obligations under this Agreement, so
that the Franchisee does not default, contradict, or violate any
laws, regulations or other contracts under which the Franchisee is
a party.
 12.1.2 The Franchisee is not involved in any court dispute which
may materially affect the Franchisee’s business activity, is not
subject to any petition for bankruptcy, petitioning for the
suspension of any payments, or declaring itself bankrupt.

12.1.3 The Franchisee guarantees the availability of human

resources which meet the qualification standards determined by
the Franchisor, thus enabling the Franchisee to implement this
Agreement with optimum results;

12.1.4 Franchisee gives guarantee to implement Occupational

Hazard and Safety Standard in all area of production, curing and
stacking as it is guided in Production Manual.

12.1.5 The Franchisee is the legal owner or otherwise has full legal
rights and control to the Establishment for the full term of this
Agreement.

12.1.6 The Franchisee warrants the truthfulness of all information

given by the Franchisee to the Franchisor under this Agreement.

Article 13
FEES AND PAYMENT METHOD

13.1 Franchise Fee

13.1.1 The Franchisee shall pay a Franchise Fee to the Franchisor,

which comprise of:

a. Franchise Fee in amount of [AMOUNT] for the usage of

franchisor’s trademark, intellectual property rights, and
technology as described in article 1 and 2 in this agreement.

b. Training Fee for the first year training program as set out in
Article 6 of this Agreement, in the amount of:

(i) [AMOUNT] for technical training; and

(ii) [AMOUNT]- for yearly non-technical assistance .

c. Audit and Quality Control Fee in the amount of [AMOUNT] per

 annum as long as this agreement still valid.

The Fees are inclusive of the 10% Value Added Tax

13.1.2 The Franchisee shall pay the Franchise Fee prior to the
signing of this agreement and valid for five years. Franchise Fee
cannot be redeemed when this Agreement is terminated for any
reasons.

13.1.3 In the following year, the Training Fee (technical and non
technical) will be charged depending on the performance of the
Franchisee in the first year. If the performance does not meet
satisfactorily level determined by the Franchisor, the Franchisee
shall pay the training fees that will be stipulated by the Franchisor
no later than [1 month] before the anniversary of this Agreement.

13.2 Royalty Fee

13.2.1 Commencing from the date of this Agreement is signed, on

the 10th day of every month, the franchisee shall pay the
Franchisor a Royalty Fee in the amount of 5% from the total
monthly sales of the Franchise Product.

13.2.2 The Franchisee shall pay the Royalty Fee on monthly basis,
and such payment must be received no later than the 3rd business
days after the 10th day the relevant month.

13.3 Marketing and Sales Service Fee

13.3.1 In the event of third party brings a customer to the

Franchisee, and the customer eventually purchased Franchise
Product, the Franchisee agrees to pay the third party Marketing
and Sales Services Fee in the sum of 5% of the transaction value
on the Franchise Product between the Franchisee and such
customer.

13.3.2 Franchisee shall pay the Marketing and Sales Services Fee
after the Franchisee has received payment from the relevant
 customer as stipulated in Article 13.3.1 above.

13.3.3 The Franchisee shall pay the Marketing and Sales fee on
monthly basis, and such payment must be received no latter than
the 3rd business day after the 10th day of the relevant month.

13.4 Payment Method

13.4.1 Any payment obligations of the Franchisee to the Franchisor

shall be made within the time period as stipulated in the relevant
terms of this Agreement and conducted by way of wire transfer to
the Franchisor’s account as follow:

[YOUR COMPANY]
Bank Name
Account No. :

or any other account as may be notified in writing by the

Franchisor to the Franchisee from time to time.

13.4.2 Immediately after each payment, the Franchisee shall

provide the Franchisor evidence of payment, by fax to the number
as set out in Article 22 of this Agreement or to any other number
or means of communications notified in writing by the Franchisor.
13.5 Late Payment

Any payment that is required to be made by The Franchisee to the

Franchisor pursuant to the terms of this Agreement which is not received
by the Franchisor at the time when such payment is due, the Franchisee
shall pay a penalty to the Franchisor in the amount of [1.5%] per month
of the overdue payment and such is calculated from the date when the
payment is due until the time such payment obligation plus penalty is
paid in full.
13.6 Upon the late payment as stipulated in Article 13.5 above, The
Franchisor is entitled, at any time, not to deliver Franchisor’s Product
and/or not to perform any of its obligations pursuant to the terms of
Agreement,(if this Agreement is not already been terminated by the
Franchisor) until such time when all overdue payments have been
discharged by the Franchisee.

Article 14
TERM AND EXTENSION OF AGREEMENT
14.1 Term of Agreement

Unless the Agreement is terminated according to Article 15 of this

Agreement, this Agreement shall be valid for 5 (five) years from the
date this Agreement is signed.

14.2 Extension of Agreement

This Agreement may be extended upon the agreement of the Parties, for
additional period of 5 (five) years, with the condition that the Franchisee
has notified the Franchisor in writing of its desire to extend this
Agreement, at least 6 (six) months prior to the expiration of this
Agreement.
Article 15
TERMINATION OF AGREEMENT

15.1 Each Party is entitled to terminate this Agreement in the event of the
occurrence of the following:

a. the occurrence of an event of default under Article 17 of this

Agreement;

b. Violations of Representation and Warranties under this Agreement by

a Party which then has a material impact on the other Party, unless
those violations have been excused by the other Party by giving prior
notice no later than 14 (fourteen) calendar days prior;

c. Based on mutual consent between the Parties by giving prior notice

no later than 14 (fourteen) calendar days prior;

d. Stipulated by Government Regulation which is enacted after the

execution of this Agreement;

e. At any time during the life of this Agreement, if the Franchisee loses
support from the related authorities, its business licenses have been
revoked or cancelled, or it is involved in an incident with its clients or
any other incidents which can ruin the reputation of the Franchisor
and/or reduce its ability to perform the business or Operational
Activities by giving prior notice no later than 14 (fourteen) calendar
days prior.
 f. The Franchise Agreement has expired or been terminated by giving
prior notice no later than 14 (fourteen) calendar days prior.

15.2 In the event that the Parties must terminate this Agreement under
Article 15.1 of this Agreement, the Party intending to terminate this
Agreement must provide prior written notice on the other Party
indicating its intention to terminate this Agreement.

15.3 The Franchisee agrees not to commence any proceedings to demand

compensation and/or any other form of recovery to the Franchisor in
relation to the termination of this Agreement.

15.4 The Parties hereby waive Article 1266 of the Indonesian Civil Code to
the extent that prior judicial approval is required as a precondition to the
termination of this Agreement.

Article 16
CONSEQUENCES OF TERMINATION
In the event that this Agreement is terminated for any reason whatsoever,
the Franchisor and Franchisee agree to the following:

a. The Franchisee shall pay Royalty Fee for the month when the Agreement
is terminated

b. In relation to machineries and equipments purchased by the Franchisee

from the Franchisor, the Franchisee is obligated to return all the
machine’s molds (Annex 5) to the Franchisor within three calendar days
without expecting any monetary rewards.

c. In relation of the machines and other production equipment, the

Franchisee should first offer the Franchisor three business days after the
termination to purchase any or all of such machineries and equipments at
the acquisition price minus any applicable depreciation which shall be
calculated in accordance with the prevailing accounting principles;

d. The Franchisee shall return all machineries or equipments borrowed from

the Franchisor in a condition no worse than when it was borrowed from
the Franchisor, except for normal wear and tear.

a. Franchisee should first offer to the Franchisor to purchase any or all of

the Franchisor Product and the Franchise Product owned by the
Franchisee at market price.
b. All documents given by the Franchisor to the Franchisee must be
returned to the Franchisor including all copies, and if such documents
are in the form of softawre installed on computers of the Franchisee, the
Franchisee shall delete the software and its copies from the computer,
the deletion of which shall be witnessed by Franchisor;

c. The Franchisor and/or parties appointed by the Franchisor are entitled to

and must be granted access by the Franchisee to remove any and all the
attributes, symbols and/or logos, owned by the Franchisor at any place
and time which shows any relation between the Franchisor and the
Franchisee.

d. The Franchisee shall immediately cease using the Trademark and

Franchisor’s Intellectual Property Rights or other Intellectual Property
Rights contemplated in this Agreement at least 7 calendar day after this
Agreement is formally terminated..

Article 17
EVENTS OF DEFAULT

17.1 The events below are referred to as “Event of Default”, and are
as follow:

a. In the event that one Party fails to fulfill its obligations as set out in
this Agreement, provisions, consents, or provisions stipulated in this
Agreement or related documents without any written agreement or
notice.;

b. In the event a Party is declared bankrupt, whether voluntarily or

otherwise;

c. In the event that any representations or warranties of a Party in this

Agreement, or the warranties stated in other related documents,
are proven to be untrue;

d. If Franchises perform or involve in any malicious act or make unkind

remarks that prejudice toward Franchisor;
17.2 In the event that the event of default as set out in Article 17.1 has
not been remedied within 14 (fourteen) calendar days after the delivery
of written notice, the Parties shall meet and review in good faith to find
ways to remedy the event of default.

17.3 30 (thirty) calendar days after the meeting stated in Article 17.2
above the event of default has not be remedied, the non defaulting party
shall be entitled to terminate this Agreement and upon the termination
the Parties agree that the actions stipulated in Article 17 shall
immediately be taken.
Article 18
FORCE MAJEURE

18.1 The Parties shall not be held liable for delays or failure to fulfill
their respective obligations due to matters beyond the control of the
respective Parties (Force Majeure), such as:

a. natural disasters, fire, earthquakes, floods, landslides;

b. outbreak of diseases;

c. War, civil war, riots, mass looting, sabotage, bomb explosions, or

blockades; and

d. enactment of new laws or amendments of prevailing laws, which

directly affects the implementation of this Agreement.

18.2 The Party affected by Force Majeur shall serve a written notice to
the other Party within 14 (fourteen) calendar days from the date the
Force Majeur occured, and shall use its best efforts to fulfill its
obligations under this Agreement.

18.3 In the event that the Party affected by the Force Majeure, after
using its best efforts, fails to fulfil its obligations under this Agreement,
the Parties shall convene a discussion to overcome the problem and
reach a mutually beneficial solution.

Article 19
CONFIDENTIALITY
19.1 The Franchisee, its affilates, executives, directors, employees, and
 agents shall keep confidential all information and Manual obtained from
the Franchisor, and the Franchisee is prohibited from using such
information for purposes other than as stipulated in this Agreement,
except for information which is already known by the public, and
information that has become public information after its disclosure.

19.2 The Franchisee acknowledges that all information related to the

Franchise Objects received by the Franchisee from the Franchisor is a
trade secret owned by the Franchisor as stipulated in Law No. 30 of 2000
on Trade Secrets, and therefore the Franchisee shall keep the
confidentiality of these trade secrets by taking the appropriate
measures.

Article 20
GOVERNING LAW

This Agreement and the rights and obligations of Parties shall be executed
and interpreted in accordance with the laws of the [YOUR COUNTRY].

Article 21
DISPUTE RESOLUTIONS
21.1 All disputes arising between the Parties shall be settled through
mutual discussions within 14 (fourteen) calendar days of a Party serving
written notice to the other Party concerning a dispute pertaining to the
implementation of or differences of interpretation to this Agreement.

21.2 In the event that a mutual agreement can be reached, the

agreement shall be set out in a in final and binding written agreement
(“Mutual Agreement”), and each Party has the right to register the
agreement in the District Court of South Jakarta no later than 30 (thirty)
calendar days from the date of its execution (“Registration”). The Parties
agree that the Registration does not influence the validity of the Mutual
Agreement.

21.3 In the event that a dispute cannot be settled by mutual discussion,

the Parties agree to resolve the dispute through arbitration under the
arbitration Rules of the Indonesian National Arbitration Board (“BANI”) in
Jakarta, Indonesia, and the Parties hereby agree to waive their respective
rights to submit any claim to any District Court. The arbitration process by
BANI shall be conducted in Bahasa Indonesia and its decisions shall be
final and binding.
21.4 The Parties agree that Article 21 shall remain valid and effective
even after this Agreement is terminated.

Article 22
NOTICES
Any notice shall be in writing and shall either be personally delivered or
transmitted by prepaid registered mail or transmitted by facsimile (with
receipt) to the party at the addresses that follow;

1. [YOUR COMPANY]
XXXXXXX
[YOUR CITY] xxxxx
Telephone : (62-21)
Fax : (62-21)

2. [Franchisee]
[address]
Telephone : (62-21)
Fax : (62-21)
Attention. : ___________

Any Party may change its address by giving notice to the other Party, and the
change of address shall be effective upon receipt of the notice by the other
Party.

Article 23
ASSIGNMENT
23.1 Assignment by the Franchisee

This Agreement, including the rights and obligations contained herein,

may not be assigned by the Franchisee to any other third party without
prior written approval from the Franchisor.

23.2 Assignment by the Franchisor

The Franchisor may assign any right and obligation as stipulated in the
Agreement to the affiliated third party.

Article 24
INDEMNITY

24.1 The Franchisor shall not be responsible for any losses or damages
which may be suffered, directly or indirectly, by the Franchisee whether
or not arising from the implementation of this Agreement.
24.2 The performance of the Operational Activities and any action taken
by the Franchisee, its agent and Contractor which are directly or
indirectly related to this Agreement shall be the sole responsibility of the
Franchisee and the Franchisee shall indemnify and hold the Franchisor,
any of its subsidiaries, affiliates. agents, directors, commissioners,
consultants (“Idemnified Persons”) from any losses, damages, costs
(including advocate fees) arising out of any legal actions, suits, demand,
claims, made by any party (whether private or government) arising out
of the performance of the Operational Activities by the Franchisee or
actions taken by the Conractor (whether or not pursuant to the
Construction Agreement).

Article 25
MISCELLANEOUS
26.1 Final Agreement

This Agreement shall constitute the final and comprehensive agreement

between the Parties and cover the mutual and entire understanding
between the Parties on the matters covered in this Agreement and shall
therefore supersede all mutual understandings which may have been
reached by the Parties prior to the date of this Agreement, whether
written or otherwise.

26.2 Severability

In the event any provision in this Agreement shall be declared invalid,

illegal and otherwise unenforceable by the enactment of new laws or
regulations or a final and binding decision of a competent court or
arbitration tribunal, the remaining provisions contained herein shall
remain valid. The Parties shall then replace the invalid, illegal or
unenforceable provisions with valid, legal and enforceable provisions.

26.3 Amendment and Modification

This Agreement may not be altered, modified, or amended, except upon

 mutual written agreement between the Parties.

IN WITNESS WHEREOF, the Parties or their authorized proxies have duly

executed and signed this Agreement in two counterparts, each having same
legal effect, on the date written above.
Add clause no guarantee of success