terms and conditions:
1. This Agreement is non-transferable and is valid only for the Outlet Approved located at:
2. LICENSEE is in the primary business of retail business
but wants to expand its line of products or services at its OUTLET by exclusively offering for sale products and services outlined in this Agreement. Accordingly, LICENSEE agrees to sell Turbo Joe’s Brand products.
A- LICENSE agrees to make and sell, named “Turbo Joe’s” with Turbo Brand products supplied by or through Licensor;
B- All prepared food and Turbo Brand items shall be sold only in approved packaging.
3. LICENSEE Agrees to Purchase food ingredients and packing as follows:
- OUTLET will purchase food ingredients and packing, only from an approved Distributor as authorized by LICENSOR Turbo Joe’s LLC-Turbo Joe’s Food court brand.
- Approved Distributors are Subject to change at the sole discretion of LICENSOR.
- Turbo Joe’s is independent of its approved distributors.
- Credit Terms are set independently between the LICENSEE and the Approved Food Distributor.
- Providing to LICENSOR yearly sales summary of LICENSEE relating to sales of food and related items.
5. LICENSEE acknowledges and authorizes
LICENSOR to collect, from all Authorized Distributors, detailed purchasing information about LICENSEE in regard to Turbo Joe’s Branded Food Ingredients and packaging. LICENSEE further agrees to make its employees and management available for training at LICENSOR’S corporate office OR the LICENSEE’S Store location for Six (6) days, at LICENSEE’S sole cost and expense.
6. As material consideration to induce LICENSOR to enter into this Agreement
LICENSEE agrees that it will not, within a ten (10) mile radius, for the duration of this Agreement plus two years thereafter, manage, own, or operate a business, whether directly, indirectly, or through an entity, spouse, or immediate relative, or as an officer, director, manager, or equity holder, that competes directly or indirectly with Turbo Joe’s products or services listed in this Agreement.
- LICENSOR agrees it will not for the duration of this Agreement open or operate a Turbo Joe’s concept at a location that would directly affect the business of the LICENSEE open and operating location.
7. LICENSEE agrees and understands that
LICENSOR AND LICENSEE are independent contractors and LICENSOR shall not be obligated by any contracts executed by LICENSEE with a third party, nor does an agreement by LICENSEE with a third party create a fiduciary relationship between LICENSOR AND LICENSEE. LICENSEE hereby agrees to indemnify and hold LICENSOR harmless from and against and to reimburse LICENSOR, its officers, members, and managers, with respect to any and all claims, demands, causes of action, loss, damage, liabilities, costs, and expenses (including attorney’s fees and court costs) of any and every kind or character, including, without limitation, injury to or death of any person; or for damage to any property, known or unknown, fixed or contingent, asserted against or incurred by LICENSOR at any time and from time to time by reason of or arising out of the acts or omissions of LICENSEE or relating to LICENSEE’S business. Notwithstanding anything to the contrary, LICENSEE shall not be liable for any claims, causes of action, damages, cost and expenses arising out of product defects, and/or arising out of LICENSOR’S, or its agents. Officers, employees, licensee’s negligence, acts or omissions.
9. LICENSEE agrees that
programs integrity, recipes, ingredients, and formulas relating to LICENSOR’S products and services are proprietary to LICENSOR and LICENSEE shall not change or alter the same at any time without prior written permission of LICENSOR. LICENSEE agrees to protect the quality of the licensed items always by adhering to all recipes, quality standards, hold times, and keep all equipment in good mechanical condition in accordance with health and safety requirements.
12. LICENSEE understands that the Agreement will be for Term of 10 year
with the option for LICENSOR to terminate agreement for failure to meet terms of this agreement with 30 day’s written notice to LICENSEE. During the term of this Agreement, LICENSEE will retain the right to terminate this agreement for any reason at any time with a 30 day’s notice. Upon early termination or expiration. LIENSEE shall have no further obligations under this Agreement. Upon early termination or expiration of this Agreement, LICENSEE agrees to:
- Remove all exterior signs and other materials bearing LICENSOR’S trademark or design Logo.
- Remove all POP- Window clings, posters and any/all interior material bearing the LICENSOR’S Trademark or design images to include all LOGOs. Return to LICENSOR Digital Menu Flash drive.
- NON-COMPETE CLOUSE: In the event LICENSEE elects to De- Brand and discontinue representing Turbo Joe’s Brand
13. Performance of LICENSEE is hereby guaranteed by the Guarantor listed below.
The said Guaranty is unconditional, irrevocable, and absolute, as a guarantee of payment and performance and not merely as a guarantor of collection, to LICENSOR and its successors, endorsees, transferees and assigns. This Guaranty (i) is a continuing guaranty and shall remain in full force and effect until satisfaction in full of all obligations and the payments of sums owed by LICENSEE to LICENSOR pursuant hereto, and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the obligation is rescinded or must otherwise be returned by LICENSOR upon the insolvency, bankruptcy or reorganization of LICENSEE or otherwise, all as though such payment had not been made.
14. LICENSOR will endeavor
to having a Representative visit the LICENSEE” S OUTLET as needed for an Operations Compliance Visit including a Quality review, profitability review, and Training Review. A short conference will be conducted with LICENSEE or Representative to discuss overview of visit including Turbo Joe’s Personalized Pizza Compliance to the Turbo Joe’s Licensing Agreement.
15. With the exception of matters set forth in paragraph 4 above,
in the event of a dispute, the dispute shall be heard and decided under the provisions and authority of the Federal Arbitration Act, 9 U.S.C. § 1 as applicable. For purposes of this Agreement, arbitration shall be conducted before a neutral arbitrator agreed upon by the Parties, independent from any organization; such arbitration shall be conducted under the American Arbitration Association’s rules, unless the Parties agree to use other rules or procedures. Should the Parties be unable to agree upon a neutral arbitrator for whatever reason, then the Parties shall agree upon a neutral organization (AAA, JAMS, or National Arbitration Forum) to ensure that the Parties’ commitment to binding and final arbitration of their dispute is fulfilled. The Party seeking to arbitrate a dispute must submit written notice of the claim to the mutually selected arbitrator or to a neutral arbitration organization (in the event the Parties have not agreed on a neutral arbitrator) within the time period prescribed by the statute or common law cause of action under which the claim is brought. The Parties under this Agreement will have full rights to legal representation in the arbitration process.
This Document represents the entire agreement of the parties and there are no other prior oral or written agreement of the parties that are not listed herein. The Undersigned parties have fully read and understand each paragraph of this agreement and agree to be bound by the terms and conditions herein. LICENSOR may terminate this agreement for any material breach of this contract by LICENSE