----- April 2024

Argoba Crafts

and

AAAAAAAAAAAA

FRANCHISE AGREEMENT
 Contents

Clause Page

1 Rights granted............................................................................................................................ 1
2 Obligations of the Franchisee....................................................................................................... 2
3 Obligations of Argoba................................................................................................................. 2
4 Premises and lease...................................................................................................................... 2
5 Online presence.......................................................................................................................... 3
6 Independence of the Franchisee.................................................................................................... 3
7 Term.......................................................................................................................................... 4
8 Confidentiality............................................................................................................................ 4
9 Transfer of the Business............................................................................................................... 7
10 Termination................................................................................................................................ 7
11 General...................................................................................................................................... 8
12 Governing law, competent courts and signature..............................................................................9
This Franchise Agreement is made on __ _________ 2022

Between

Argoba Crafts, a company incorporated under the laws of Ethiopia, whose registered
office is at Addis Ababa, Yeka sub-city, woreda 13, House No. New
(hereinafter” “Argoba”); and

_________________________, a company incorporated lawfully (hereinafter

“Franchisee”);

Whereas

Argoba, whose main activity consists of manufacturing and sale of handcraft cultural clothes,
table runner, curtain, cushion cover, mat, and other clay products.

The Franchisee wishes to import Argoba’s products to Canada, and resale the same in the
Canada market in accordance with the terms and conditions of this Agreement.

Argoba and the Franchisee has established a very good business relation, and the Franchisee
recognises the benefit to be derived from this Franchise Agreement therefrom and
acknowledges the necessity of conforming to the terms and conditions of this Agreement.

It is agreed:

1 Rights granted

1. Argoba grants to the Franchisee the rights, in accordance with the provisions of this
Agreement, during the Term to:

a) resell the Products in the Franchisee’s store;

b) use on a non-exclusive basis, the Trade Marks of Argoba in the business of the
Franchisee’s Stores; in each case only from the Premises.

2. The Franchisee shall not use the Trade Marks anywhere other than in its Stores at the
Premises except with the prior written consent of Argoba.

3. For the avoidance of doubt, the Franchisee acknowledges that no territorial or any
other kind of exclusivity is granted to the Franchisee, including in the area where the
Stores are or will be located or in the surroundings of such Stores. Argoba is free to
open and operate its own stores anywhere, assign another Franchisee, supply to
retailers, representatives or agents or use other distribution channels (including but not
limited to multi-brand stores, corporate sales, electronic retail or home delivery) for
the sale of products that are similar or the same to those Products sold at the
Franchisee’s Stores.

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4. The parties acknowledge that Argoba’s Trade Mark may be changed during the Term
at the sole discretion of Argoba. Argoba shall inform the Franchisee in writing in
advance of any such change.

5. This is non-exclusive Agreement.

6. The parties agreed that the Commercial Agencies Law is not applicable to this
Distribution Agreement, that the Franchisee is not (and will not be deemed) a
commercial agent, that the parties are prohibited from registering the Franchise
Agreement as a "Commercial Agency Contract" with the relevant government office,
and any other appropriate language.

2 Obligations of the Franchisee

1. The Franchisee shall:

(a) at all times, operate in accordance with the: provisions of this Agreement and
the applicable law;

(b) not introduce any change, improvement, or modification to the products

without Argoba's prior written consent;

(c) ensure that the distribution stores are and will continue to be available during
the Term;

(d) ensure that it has and will maintain all necessary licences and permits to
operate the distribution stores;

(e) treat as strictly confidential at all times Confidential Information received

from Argoba, as set out in clause 8; and

3 Obligations of Argoba

1. Argoba shall provide quality products to the Franchisee.

4 Premises and lease

1. The Franchisee shall open and operate at least one distribution store in a commercial
area at the Term of this Distribution Agreement.

2. The Franchisee shall remain as owner and/or tenant of the Store/s throughout the
Term.

3. The Franchisee shall take sole responsibility for the payment of all fees related to the
Premises, including but not limited to, rent, fees, property tax, water, electricity and
telephone bills.

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4. Argoba will under no circumstances have any responsibilities or be held in any way
responsible with respect to or in connection with the stipulations of any lease contract
of the Store/s.

5. The Franchisee shall provide to Argoba a copy of the head of terms (or equivalent) of
the lease contract for each Store as soon as they are agreed.

5 Online presence

1. The Franchisee is not authorized under this Agreement to sell the Products online in a
mono-branded electronic retail environment.

2. Any electronic media activity shall be approved by Argoba before implementation.

The Franchisee is not permitted under this Agreement to have a page on social
networks, advertise the Distribution stores on third-party websites, social networks or
search tools using Argoba’s Trade Marks as account/profile name or any attribute
related to Argoba.

3. The Franchisee is aware that Argoba may provide promotional and/or selling tools for
the Products in any physical or electronic medium (such as, but not limited to,
webpages, social networks, sales channels through e-mail, web, social networks or
group sales), without representing any violation of the rights granted under this
Agreement, or generating any right to the Franchisee for any reason, regardless of the
place where such media are accessible, actually accessed or where the potential
consumers are located.

6 Independence of the Franchisee

1. The Franchisee shall be responsible for and shall satisfy all the obligations under
Applicable Law related to its business/company, in particular the management of its
accounts for which Argoba will not have any responsibility.

2. The Franchisee shall:

(a) comply with all Applicable Law relating to the operation of the distribution
stores;

(b) obtain all permits, licences or other legal authorizations necessary to operate
the distribution stores and the business carried out there;

(c) be responsible for the payments of all taxes or duties relating to the
distribution stores and the business carried out there.

3. All and any activity developed in the distribution stores shall be the entire
responsibility of the Franchisee, who shall be solely responsible to the relevant public
authorities and any third parties for all civil, administrative, labour, social security,
corporate or tax obligations undertaken by the Franchisee, or caused by the
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 Franchisee in any way, as well as those that are inherent to (or result from) the
operation of the distribution stores.

4. The Franchisee hereby undertakes never to do or fail to do anything that, in any way,
may affect the image of Argoba and its products.

5. The Franchisee hereby undertakes to exempt, defend and indemnify Argoba from all
and any legal actions, losses, damages, disbursements, costs, fees and expenses
arising from tax, labour and social security legislation or regulation and/or matters
related to consumers, resulting from legal actions, complaints or claims arising from
the distribution stores.

6. Argoba will not have any responsibility for any issue related to the Franchisee’s
employees or the persons working in the distribution stores.

7. The Franchisee is not authorized, under any circumstance, to act on behalf of Argoba,
to represent it or to sign any commitments on Argoba’s behalf.

7 Term

1. This Agreement shall continue for an initial period of years

commencing on the date of this Agreement (Term) and expiring
(Expiry Date).

The acceptance by Argoba of any order from the Franchisee or the sale of any Product
to the Franchisee after the expiration or termination of this Agreement shall not be
construed as a renewal thereof or as a waiver of termination.

8 Confidentiality

1. In this Agreement, Confidential Information shall mean all data, statistics,

information, documents, manuscripts, papers, accessories, drawings, diagrams, discs,
tapes, computer software, web content, materials and other information (which may
be in tangible or intangible form) which relates to Argoba and which is disclosed by
Argoba to the Franchisee whether directly or indirectly, orally or in writing or which
is obtained by the Franchisee before or after the date of this Agreement and whether
or not such information is expressly stated to be confidential including, without
limitation, that relating to:

a) the Products,

b) any other tools and/or systems provided to the Franchisee by Argoba;

c) the terms of this Agreement.

2. The Franchisee shall procure that its directors, officers, employees and/or agents and
any other person acting on behalf of the Franchisee, which persons are collectively or

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 individually referred to as Representatives shall treat as strictly confidential at all
times the Confidential Information received from Argoba, and/or obtained by the
Franchisee (as applicable), and agrees that it shall:

(a) not use any Confidential Information other than for Permitted Purpose;

(b) not disclose any Confidential Information to any third party other than in
respect of any necessary disclosure made by the Franchisee in good faith to a
third party pursuant to the Permitted Purpose;

(c) not permit or procure any third party to act on or use any Confidential
Information (whether or not such third parties are aware of such Confidential
Information) except for the Permitted Purpose;

(d) not use, copy, reproduce or exploit (in whole or in part) the Confidential
Information in any way whatsoever other than for the Permitted Purpose;

(e) protect the commercial interests of Argoba and shall take the same precautions
to protect the Confidential Information as a careful and prudent person would
be expected to employ for its own confidential information;

(f) ensure that any Confidential Information in electronic form sent by the
Franchisee to a third party for the Permitted Purpose is:

(i) sent in pdf (or equivalent) format to ensure that such Confidential
Information cannot be copied, amended, manipulated or altered;

(ii) sent in a password protected or encrypted format (with all necessary

measures being taken by the recipient to ensure that the relevant
password is not circulated by the Franchisee, Representatives and/or
any third party to persons not connected to the Permitted Purpose); and

(iii) strictly limited to such persons that are authorised by the Franchisee
(acting in good faith) to obtain such Confidential Information and have
a bona fide interest in the same for the Permitted Purpose.

(g) use its best endeavours to protect the Confidential Information from
unauthorised use, harm, theft, exploitation, manipulation, modification,
interference and/or misuse.

3. The Franchisee shall before disclosing Confidential Information to any of its

Representatives ensure that those of its Representatives to whom any of such
Confidential Information is to be disclosed to or who in any way may obtain access to
any of the Confidential Information:

(a) are made aware of the obligations of confidentiality under this Agreement; and

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 (b) will comply with such obligations in the same manner as the recipient is
bound to comply with them.

The Franchisee agrees to monitor the use of the Confidential Information by the
Representatives and to enforce their obligations of confidence at the request of
Argoba.

4. The Franchisee agrees that the provisions of Confidentiality shall be unlimited in

territory and shall remain in full force.

5. The Franchisee acknowledges that Argoba does not make any representation as to the
accuracy or otherwise of any of the Confidential Information disclosed to the
Franchisee and/or its Representatives pursuant to this Agreement.

6. Orders (pre-orders and re-orders)

(a) The Franchisee shall pre-order Products for the Distribution stores on a
seasonal basis, including the range recommended by and agreed with Argoba.
Re-orders are offered to the Franchisee additionally to the pre-order buy
according to the regular wholesale procedures of Argoba in the Territory.

(b) The Franchisee may participate in all special business and replenishment
models offered by Argoba and other additional buying opportunities offered as
applicable and available in the Territory. .

(c) The Franchisee may re-order from the current range of Products as and when
quantities are available.

(d) The Franchisee shall pay for the Products ordered in accordance with the
General Terms & Conditions.

(e) No returns are permitted on re-orders of Products.

9. Order

9.1. Unless otherwise agreed with Argoba all orders by the Franchisee shall be
made through email in accordance with this clause. Argoba shall provide the
Franchisee its email address.

9.2. Any order placed by the Franchisee through the e-platform shall constitute an
offer by the Franchisee, acceptance of which shall be at the sole written
discretion of Argoba.

10. Deliveries

(a) Argoba shall carry out and send the Products to the Franchisee through the
channel the Franchisee chooses. Risk will transfer from Argoba by the time

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 Argoba hands over the ordered products to the person who will transport the
Product from Ethiopia.

(b) Franchisee will cover all costs related to export customs clearance,
transportation, and insurance.

11. Franchisee undertakings

(a) The Franchisee undertakes to take all reasonable measures to protect the
Brand Image of Argoba.

(b) The Franchisee will take all reasonable measures to prevent that Argoba may
be perceived as a non-reliable brand and the Franchisee undertakes in
particular to comply at all-time with applicable laws and regulations regarding
the collection and processing of the personal data collected and processed at
the distribution stores. In particular, the Franchisee undertakes to provide the
proper information notice and obtain any consent as required under applicable
legislation and as per the further instructions of Argoba.

12. Payment Terms and Conditions

(a) The Franchisee shall pay for Products in advance through bank transfer;

9 Transfer of the Business

The rights granted by virtue of this Agreement are personal to the Franchisee who
shall not have the right to assign this Agreement or any of the rights granted by this
Agreement to any third party.

10 Termination

Termination events

(a) Argoba may terminate this Agreement with immediate effect at any time by a
written notice, if the Franchisee commits any breach of any provisions of this
Agreement, and if such breach is remediable, the Franchisee fails to remedy
that breach within a period of 30 days following receipt of a written notice of
default giving full particulars of the breach and requiring it to be remedied.

(b) The following cases mentioned here below by the Franchisee are expressly
exempted from the above provision (regarding remediable breach within a 30
day period), thus granting Argoba the right to terminate this Agreement with
immediate effect at any time by a written notice to the Franchisee:

(i) Declared insolvency, bankruptcy, reorganization or liquidation of the

Franchisee, or entry in insolvency proceedings;

(ii) The Franchisee giving Argoba any false or inaccurate information;

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 (iii) Any act that, based on the reasonable opinion of Argoba, is contrary to
the interests of Argoba and can have public repercussion and
negatively affect the reputation of its Trade Mark and/or Argoba;

(iv) Transfer/assignment or proposed transfer/assignment of this

Agreement in breach of this Agreement;

(v) Non-authorized disclosure of any Confidential Information;

(vi) Non-authorized use of the Trade Mark;;

(vii) The selling or displaying of counterfeit Products by the Franchisee;

(c) The termination or expiry of this Agreement for any reasons whatsoever shall
automatically terminate the non-exclusive trademark use.

11 General

1. This Agreement may be amended only by a written statement signed by each party
unless otherwise provided herein. Changes made to the clauses or conditions of this
Agreement shall only be valid upon both parties signing of the respective addendum
to the Agreement.

2. Neither party shall be liable for any loss or damage suffered by the other party arising
out of a delay in performance or non-performance of the party's obligations due to an
event of force majeure.

3. Where a party failed to intervene against the violation of any of its rights of this
Agreement this shall not be considered as a waiver of a subsequent similar violation;

4. In the event that any provision of this Agreement shall be deemed to be invalid, such
invalidity shall not affect any other provision of this Agreement and the parties shall
substitute a valid, legal and enforceable provision which gives an effect as near as
possible to the economic result intended by the parties. However, in the event that the
parties fail to reach an agreement on such substitution within 60 (sixty) days
following the establishment of such invalidity, they shall each have the right to
terminate this Agreement with 30 (thirty) days’ written notice, provided that the
terminating party would not have concluded this Agreement without the provision
found to be invalid.

5. This Agreement supersedes all prior discussions, understandings and agreements

between the parties with respect to the subject matter hereof.

6. The notifications related to this Agreement must be sent in writing and can be
delivered in person with a receipt of delivery or through registered letter, telegram, or
e-mail, addressed to the Franchisee at the following address:

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 Attn.:
Email –
Contact

or to Argoba at the following address:

Attn.: ____________
Email –
Contact

12 Governing law, competent courts and signature

1. This Agreement is governed by the laws of the nations.

2. In all disputes under or arising from this Agreement, the parties could submit to the
exclusive competence of Arbitrators or Federal Courts.

3. The Parties agree to sign this Distribution Agreement and exchange it electronically,
and the Parties hereby confirm that this method of signature shall be considered as
conclusive of their intention to be bound by this Agreement as if signed by wet,
manual or manuscript signature.

On behalf of Argoba: On behalf of the Franchisee:

………………………………… …………………………………

………………………………… …………………………………
(place, date) (place, date)