Franchising

1. The parties 1.1 S.C……………….S.N.C/S.C.S/S.A/S.R.L with registered office in……………….,

………… street, number………….., block………, scale….., flat……, apartment…….,
district……..registered at Register of Companies Office…………nr……..since……….fiscal
code……..nr…….since……..nr of account………….opened at……………according to the state’s
legislation………represented by…………..as………………., …………… citizen with I.D Card/
Passport ………….as franchisor and 1.2 S.C……………….S.N.C/S.C.S/S.A/S.R.L with registered
office in……………….,………… street, number………….., block………, scale….., flat……,
apartment……., district……..registered at Register of Companies Office…………
nr……..since……….fiscal code……..nr…….since……..nr of account………….opened at……………
according to the state’s legislation………represented by…………..as………………., ……………
citizen with I.D Card/ Passport ………….as beneficiary decided to conclude this franchising under the
next conditions: 2. The contract’s object 2.1 The franchisor will put the beneficiary’s disposal the
factory mark ( commerce, services) for distribution and/or manufacture of products and/or services
according the annex ……………..at the present contract, under his name, in permanent controlling this
activity through stores and/ or unities, opened in the territory. 2.2 The beneficiary is bound to distribute
and/or manufacture the products and/ or services according the annex……………at the present
contract under the name and in accordance with the business practice of the franchisor. 3. Duration of
the contract 3.1 The contract is concluded for a period of….. years, beginning
since………….until……. 3.2 The parties can prolong this contract by additional act ,signed by both
parties. 4. The price of the contract 4.1 The distribution and manufacture prices for products and/or
services are included in the annex nr…………….at the present contract , prices which include:
………………. 4.2 The prices can be changed only with the writted accord of the parties. Any part who
want to change the prices is committed to notice the other part according to a notice for….. days. 5.
Payment methods 5.1 The beneficiary is bound to pay the franchisor the prices of the products and/or
services : -the data of payment -the place of the payment -the way of payment 5.2 The beneficiary will
pay the franchisor until….of every year/month a percent of …………. % from the value of the products
and/or services received, representing royalty of the franchisor. 6. Obligations of the parties 6.1 The
franchisor binds: -to provide the beneficiary with free design instructions regarding furniture and
decoration for the sales and manufacturing spaces , a space he has endorsed - to give free technical
assistance in the field of leadership and professional training during the contract - to give the
beneficiary the manufacture mark,commerce or service - to give the beneficiary the license and know-
how of a manufacture and distribution process - to transmit to the beneficiary the right of excusive
using and the marks until………… - to not use another mark or name of the products, others than the
products which have been divested - to deliver the products to the beneficiary in quantities, qualities
and in terms according INCOTERMS 1990 - to check the outles and manufactures opened by the
beneficiary - during the contract he mustn’t name another beneficiary or distributor for the products
and/or services from the contract - to guarantee the products and/or services according the annex
….from the contract - stop giving some products to the beneficiary if this thing is justified from
economic conditions - during every year to train a maximum number of employees of the beneficiary in
methods and distribution techniques of the products, at its headquarter in a period not longer than……
days. The payments of this operation ( salary, transport and stay ) will be supported by the beneficiary.
6.2 The beneficiary binds: - to sell the products according the conditions of the contract or in case , and
the realization according the license of the franchisor and the application of technical procedures
received from the franchisor. - to sell the products only in the territories writted in the contract - to
make invetsments to be able to implement the production formula of the franchisor - to accept the right
of control of the franchisor - to make the whole activity under the name or mark of the franchisor - to
make known to the consummers and third parties that he is the beneficiary of the franchisor - to inform
permanently the franchisor about the changes in the legislative,administrativeand affairs plan , in
territory - to ensure a stock of products to continue the activity - to pay the products to the franchisor ,
to pay the royalties according the contract and to support the payments of the transport and the product
insurance - to not say the third parties the know-how of the franchisor during and after the contract -
any touch or disproof of thord person in the territory , to the marks will be notice to the franchisor - will
take measures to prevent possible violations or to protect the trademarks sold 7. Guarantees 7.1 The
franchisor guarantee the products according the annex…. from the contract 7.2 The franchisor will pay
the service for thr bad products . The service space will be on the franchisor’s territory in the
beneficiary headquarters only for the products from the contract 7.3 The franchisor binds to give the
beneficiaru all documents regarding service, in …………… days since the first opening of a store. 8.
Other terms 8.1 The beneficiary wont promote the distribution of the products outside the territory and
won’t sell similar products , but he can deliver orders outside the territory to: -consummers - another
franchisor’s beneficiaries 9. Partial invalidation 9.1 Totally or partially dissolution of the terms of the
contract has no effect on already outstanding obligations between the parties 9.2 The provisions of the
preceding paragraph doesn’t remove the responsibility of the party which for its fault finished the
contract 10. Division of the contract 10.1 In case if one or more terms of the contract will be declared
null, the valid term/ terms will continue the effect, except the case in which the cancelled term / terms
represent an essential obligation 10.2 In conditions of the precededing paragraph are considered
essentials next obligations……… 11. Renunciation of rights 11. 1 The fact that ( one of the parties)
……………doesn’t insist to meet all the terms in the contract or doesn’t exercise one of the rights
doesn’t mean that renounce the rights it has. 12. Assignment of the contract 12.1 The parties can’t
assign the contract to a third partie without an express agreement . 12.2 The agreement of the preceding
paragraph must be communicated by the assignee in ….. days since the assignor asked him to do that.
Otherwise is presumed that the assignor did not consent the assignment. 13. Major force 13.1 None of
the parties is responsible of non-execution on time or/and bad execution-totally or partially-obligations
according the contract if the non -execution or bad execution was caused by major force, as is defined
in the law 13.2 The part invoking the major force is forced to notice the other part in ……….(days,
hours) before the event and to take all the measures to limit the consequences. 13.3 If in…………
(days, hours) the event doesn’t stop , the parties have the right to quit the contract without asking any
damages-interests. 14. Consequences of the termination of the effects of the contract 14.1 In case of
termination the effects of this contract¸ the beneficiary is required: - to return on his money to the
franchisor all the products in in stock which haven’t been totally payed -to pay all the amounts to the
franchisor, even if the amounts have a maturity after the date of termination of the contract 15. Penalty
clause 15.1 In case one of the parties doen’t fulfill contractual obligations or respect them in a bad way,
is required to pay the other part damages-interests in a value of………in this way……. 16.
Confidentiality clause 16.1 The parties undertake to keep confidentiality of the dates, information and
documents which they will hold as executing the contract’s clauses, according to the commitment ,
annex……… 17. Notifications 17.1 In the agreement of the contracting parties , any notification from a
part to another is valid if is transmitted to the headquarters according the first part of the contract 17.2
If the notification is sent by postal route, it will be submitted by registered letter with receipt and is
considered received by the consignee at the data mentioned by post office receiving this confirmation
17.3 If the notification is sent by fax, is considered received in the first workly day after the sending
17.4 None of parties consider the verbal notifications if aren’t confirmed in a way like the precedent
paragraphs. 18. Resolution of disputes 18.1 In case disagreements are not solved by a friendly way,
they will be solved in the International Arbitration Court near Chamber of Commerce and Industry of
Romania , according its regulations. 19. Termination of the contract 19.1 The contract ends without the
intervention of any court in case one of the parties: - doesn’t execute one of the obligations stipuled in
the contract - is declared in incapacity to pay or the winding-up was initiated before starting to execute
the present contract - assigns rights and obligations without the agreement of the other part - doesn’t
respect one of the obligations after the part was writted notificated by the other part that a new
disrespect of obligations will end the contract or in ….. after receiving the notification that one part
doesn’t respect or didn’t respect its obligations. 19.2 The part who invoque a cause of ending the
contract will notificate the other part before ………….days before starts to produce the effects. 19. 3
Termination of the contract will have no effects on already outstanding obligations between the parties.
19.4 The provisions of this chapter shall not be removed that the part guilty caused the ending of the
contract to respond. 20. Final terms 20.1 Modification of this contract is made only with an additional
document signed by the both parties 20.2 The present contract, the annex represents the will of the
parties and has no effects on a verbal agreement between the parties before or after they signed the
contract. 20.3 In case in parties don’t respect the obligations , the part who suffered damages doesn’t
ask the right to execute some money, doesn’t mean that the part give up to its right. 20.4 The present
contract have been signed in a number of …….. copies , in which……….., today………….., the date
of signing. Franchisor, Beneficiary, ………………… …………………….. Legal representatives Legal
representatives Franchising 1. The parties 1.1 S.C……………….S.N.C/S.C.S/S.A/S.R.L with
registered office in……………….,………… street, number………….., block………, scale…..,
flat……, apartment……., district……..registered at Register of Companies Office…………
nr……..since……….fiscal code……..nr…….since……..nr of account………….opened at……………
according to the state’s legislation………represented by…………..as………………., ……………
citizen with I.D Card/ Passport ………….as franchisor and 1.2
S.C……………….S.N.C/S.C.S/S.A/S.R.L with registered office in……………….,………… street,
number………….., block………, scale….., flat……, apartment……., district……..registered at
Register of Companies Office…………nr……..since……….fiscal code……..nr…….since……..nr of
account………….opened at……………according to the state’s legislation………represented
by…………..as………………., …………… citizen with I.D Card/ Passport ………….as beneficiary
decided to conclude this franchising under the next conditions: 2. The contract’s object 2.1 The
franchisor will put the beneficiary’s disposal the factory mark ( commerce, services) for distribution
and/or manufacture of products and/or services according the annex ……………..at the present
contract, under his name, in permanent controlling this activity through stores and/ or unities, opened in
the territory. 2.2 The beneficiary is bound to distribute and/or manufacture the products and/ or services
according the annex……………at the present contract under the name and in accordance with the
business practice of the franchisor. 3. Duration of the contract 3.1 The contract is concluded for a
period of….. years, beginning since………….until……. 3.2 The parties can prolong this contract by
additional act ,signed by both parties. 4. The price of the contract 4.1 The distribution and manufacture
prices for products and/or services are included in the annex nr…………….at the present contract ,
prices which include:………………. 4.2 The prices can be changed only with the writted accord of the
parties. Any part who want to change the prices is committed to notice the other part according to a
notice for….. days. 5. Payment methods 5.1 The beneficiary is bound to pay the franchisor the prices of
the products and/or services : -the data of payment -the place of the payment -the way of payment 5.2
The beneficiary will pay the franchisor until….of every year/month a percent of …………. % from the
value of the products and/or services received, representing royalty of the franchisor. 6. Obligations of
the parties 6.1 The franchisor binds: -to provide the beneficiary with free design instructions regarding
furniture and decoration for the sales and manufacturing spaces , a space he has endorsed - to give free
technical assistance in the field of leadership and professional training during the contract - to give the
beneficiary the manufacture mark,commerce or service - to give the beneficiary the license and know-
how of a manufacture and distribution process - to transmit to the beneficiary the right of excusive
using and the marks until………… - to not use another mark or name of the products, others than the
products which have been divested - to deliver the products to the beneficiary in quantities, qualities
and in terms according INCOTERMS 1990 - to check the outles and manufactures opened by the
beneficiary - during the contract he mustn’t name another beneficiary or distributor for the products
and/or services from the contract - to guarantee the products and/or services according the annex
….from the contract - stop giving some products to the beneficiary if this thing is justified from
economic conditions - during every year to train a maximum number of employees of the beneficiary in
methods and distribution techniques of the products, at its headquarter in a period not longer than……
days. The payments of this operation ( salary, transport and stay ) will be supported by the beneficiary.
6.2 The beneficiary binds: - to sell the products according the conditions of the contract or in case , and
the realization according the license of the franchisor and the application of technical procedures
received from the franchisor. - to sell the products only in the territories writted in the contract - to
make invetsments to be able to implement the production formula of the franchisor - to accept the right
of control of the franchisor - to make the whole activity under the name or mark of the franchisor - to
make known to the consummers and third parties that he is the beneficiary of the franchisor - to inform
permanently the franchisor about the changes in the legislative,administrativeand affairs plan , in
territory - to ensure a stock of products to continue the activity - to pay the products to the franchisor ,
to pay the royalties according the contract and to support the payments of the transport and the product
insurance - to not say the third parties the know-how of the franchisor during and after the contract -
any touch or disproof of thord person in the territory , to the marks will be notice to the franchisor - will
take measures to prevent possible violations or to protect the trademarks sold 7. Guarantees 7.1 The
franchisor guarantee the products according the annex…. from the contract 7.2 The franchisor will pay
the service for thr bad products . The service space will be on the franchisor’s territory in the
beneficiary headquarters only for the products from the contract 7.3 The franchisor binds to give the
beneficiaru all documents regarding service, in …………… days since the first opening of a store. 8.
Other terms 8.1 The beneficiary wont promote the distribution of the products outside the territory and
won’t sell similar products , but he can deliver orders outside the territory to: -consummers - another
franchisor’s beneficiaries 9. Partial invalidation 9.1 Totally or partially dissolution of the terms of the
contract has no effect on already outstanding obligations between the parties 9.2 The provisions of the
preceding paragraph doesn’t remove the responsibility of the party which for its fault finished the
contract 10. Division of the contract 10.1 In case if one or more terms of the contract will be declared
null, the valid term/ terms will continue the effect, except the case in which the cancelled term / terms
represent an essential obligation 10.2 In conditions of the precededing paragraph are considered
essentials next obligations……… 11. Renunciation of rights 11. 1 The fact that ( one of the parties)
……………doesn’t insist to meet all the terms in the contract or doesn’t exercise one of the rights
doesn’t mean that renounce the rights it has. 12. Assignment of the contract 12.1 The parties can’t
assign the contract to a third partie without an express agreement . 12.2 The agreement of the preceding
paragraph must be communicated by the assignee in ….. days since the assignor asked him to do that.
Otherwise is presumed that the assignor did not consent the assignment. 13. Major force 13.1 None of
the parties is responsible of non-execution on time or/and bad execution-totally or partially-obligations
according the contract if the non -execution or bad execution was caused by major force, as is defined
in the law 13.2 The part invoking the major force is forced to notice the other part in ……….(days,
hours) before the event and to take all the measures to limit the consequences. 13.3 If in…………
(days, hours) the event doesn’t stop , the parties have the right to quit the contract without asking any
damages-interests. 14. Consequences of the termination of the effects of the contract 14.1 In case of
termination the effects of this contract¸ the beneficiary is required: - to return on his money to the
franchisor all the products in in stock which haven’t been totally payed -to pay all the amounts to the
franchisor, even if the amounts have a maturity after the date of termination of the contract 15. Penalty
clause 15.1 In case one of the parties doen’t fulfill contractual obligations or respect them in a bad way,
is required to pay the other part damages-interests in a value of………in this way……. 16.
Confidentiality clause 16.1 The parties undertake to keep confidentiality of the dates, information and
documents which they will hold as executing the contract’s clauses, according to the commitment ,
annex……… 17. Notifications 17.1 In the agreement of the contracting parties , any notification from a
part to another is valid if is transmitted to the headquarters according the first part of the contract 17.2
If the notification is sent by postal route, it will be submitted by registered letter with receipt and is
considered received by the consignee at the data mentioned by post office receiving this confirmation
17.3 If the notification is sent by fax, is considered received in the first workly day after the sending
17.4 None of parties consider the verbal notifications if aren’t confirmed in a way like the precedent
paragraphs. 18. Resolution of disputes 18.1 In case disagreements are not solved by a friendly way,
they will be solved in the International Arbitration Court near Chamber of Commerce and Industry of
Romania , according its regulations. 19. Termination of the contract 19.1 The contract ends without the
intervention of any court in case one of the parties: - doesn’t execute one of the obligations stipuled in
the contract - is declared in incapacity to pay or the winding-up was initiated before starting to execute
the present contract - assigns rights and obligations without the agreement of the other part - doesn’t
respect one of the obligations after the part was writted notificated by the other part that a new
disrespect of obligations will end the contract or in ….. after receiving the notification that one part
doesn’t respect or didn’t respect its obligations. 19.2 The part who invoque a cause of ending the
contract will notificate the other part before ………….days before starts to produce the effects. 19. 3
Termination of the contract will have no effects on already outstanding obligations between the parties.
19.4 The provisions of this chapter shall not be removed that the part guilty caused the ending of the
contract to respond. 20. Final terms 20.1 Modification of this contract is made only with an additional
document signed by the both parties 20.2 The present contract, the annex represents the will of the
parties and has no effects on a verbal agreement between the parties before or after they signed the
contract. 20.3 In case in parties don’t respect the obligations , the part who suffered damages doesn’t
ask the right to execute some money, doesn’t mean that the part give up to its right. 20.4 The present
contract have been signed in a number of …….. copies , in which……….., today………….., the date
of signing. Franchisor, Beneficiary, ………………… …………………….. Legal representatives Legal
representatives