(1) AngloINFO Limited. (2) Thierry G. Villechenoux

Transcription

1 Dated 16 th November 2015 (1) AngloINFO Limited (2) Thierry G. Villechenoux FRANCHISE AGREEMENT

2 CONTENTS CLAUSE 1. Interpretation Rights granted Term Fees Franchisor's initial obligations Franchisor's continuing obligations Franchisee's obligations Accounting records Promotion and Advertising Third Party Advertising Insurance Intellectual property Sale of Franchised Business Death or incapacity of Franchisee Confidentiality Termination Consequences of termination Restrictions Indemnity Entire agreement Further assurance Data protection Assignment Third party rights No partnership or agency Force majeure Set-off Default interest Severance Variation Waiver Expert Notices Alternative dispute resolution Governing law and jurisdiction SCHEDULE Schedule

3 This agreement is made on the 16th day of November PARTIES (1) AngloINFO Limited, a company incorporated and registered in England and Wales with company number whose registered office is at The Manor House, Howbery Park, Wallingford, Oxon, OX10 8BA (the "Franchisor"); and (2) Of Thierry G. Villechenoux Address(the "Franchisee"). BACKGROUND A. The Franchisor, as a result of practical business experience and know-how, has developed a business model to supply a web-based English-language information service to expatriates and others (the Business ) which is carried on under the name AngloINFO (the Trade Name ). B. The Franchisor has built up a substantial reputation and goodwill in the Trade Name. C. The Franchisor is the exclusive owner of all rights in the Trade Marks and has developed specialised Products (as defined below) which are used in the Business. D. The Franchisor is the owner of Intellectual Property rights in the System (as defined below). E. The Franchisee wishes to acquire from the Franchisor the right and franchise to operate the Business in the Territory (as defined below) in accordance with the terms of this agreement. AGREED TERMS 1. Interpretation 1.1 The definitions and rules of interpretation in this clause apply in this agreement. "Basic Region Fee" the fee specified in schedule 1 and payable in accordance with Clauses 3 and 13. "Business" "Business Day" "Central Sales Products and Services" "Confidential Information" the business defined in Background paragraph A above. a day other than a Saturday, Sunday or a public holiday in England or/and in the Philippines when banks are open for business. the specialised products and services developed by the Franchisor and sold by the Franchisor only, including Membership Subscriptions and such other business to business and business to consumer products and services as further detailed in the Manual and as introduced to the Business and managed by the Franchisor from time to time. any information which is disclosed by one party to the other pursuant to, or in connection with, this agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential), or which otherwise comes into the hands of the other party in relation to the Business, the Franchised Business, the System or the Products other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality). 1

4 "Equipment" the equipment required to be acquired by the Franchisee in order to operate the Franchised Business, as specified in the manual and as updated from time to time. "Expert" a person appointed in accordance with clause 32. Forum "Franchised Business" Franchisee Inventory "Franchisee Monthly Sales" the online discussion forum originated by users of the Franchised Business. the Business as carried on by the Franchisee under this agreement within the Territory assigned to the franchisee. the advertising and sponsorship space available for sale by the Franchisee, as more particularly defined in the Manual. the gross sums received by the Franchised Business in respect of Products sold by the Franchisee in each calendar month of the Term, excluding all value added tax and without deducting any sales rebates or discounts, and determined in accordance with clause 4.4. Franchisee Revenue the revenue share specified in schedule 1. Franchisor Monthly Sales the gross sums received by the Franchisor in respect of Products both sold by the Franchisor and made available to consumers of the Business in the Territory in each calendar month of the Term excluding all value added tax and without deducting any sales rebates or discounts, and determined in accordance with clause 4.4. Initial Franchise Fee the fee referred to in clause 4 and specified in Schedule 1. "Initial Minimum Monthly Fee" "Intellectual Property" "Membership Subscriptions" shall be the sum referred to in clause 4 and specified in Schedule 1. the Trade Name, Trade Marks, Websites, copyright, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world relating to the Products, the Business and the System, owned by the Franchisor and acquired by the Franchisor from time to time. a tailored product and services offering for individual consumers provided by the Franchisor in consideration for subscription fees payable by the individual consumer to the Franchisor. 2

5 "Minimum Monthly Fee" shall be the sum as defined in Clause 4 of this Agreement. "Minimum Monthly Fee Increase" "Manual" "Products" shall be the increase to the Initial Minimum Monthly Fee as referred to in clause 4 and specified in Schedule 1. the manual setting out the operations and procedures for running the Business compiled by the Franchisor (available on-line at as updated from time to time by the Franchisor. the specialised products and services developed by the Franchisor to be used in, or supplied by, the Franchised Business as the case may be and shall include: a) the sale of advertising space and the acquisition of sponsors for the Franchised Business as described in the Manual; b) the specialised services used in the Franchised Business and listed in the Manual; and c) Central Sales Products and Services. "Rate Card" the recommended rates at which the Franchisee Inventory shall be sold, as amended by the Franchisor from time to time. "Renewed Term" any term of this agreement following a renewal under the provisions of clause 3.2 "Restricted Business" any business of the Franchisor or any other franchisee of the Franchisor that is similar to the Franchised Business. "Restricted Customer" any firm, company or person who, during the two years prior to the date of termination of this agreement, was a customer of or was in the habit of dealing with the Franchisee. Sales and CRM System the Franchisor's proprietary customer and inventory management system developed and maintained by the Franchisor. Site Name the site name specified in Schedule 1. "Start Date" the date of this agreement or such other date as the parties may agree. "Stationery" all letterheads, invoices, order forms and other documents referred to in the Manual to be used by the Franchisee for the purpose of the Franchised Business. "System" the business format and method developed and implemented by the Franchisor in connection with the Business using the Intellectual Property, Confidential Information, operational 3

6 procedures, plans, directions, specifications, methods, management, marketing and advertising techniques, including the Sales and CRM System, which are described in greater detail in the Manual. "Term" the Initial Term of this agreement and any Renewed Term under clause 3. "Territory" the region referred to in Schedule 1. "Trade Marks" the AngloINFO trade mark and any other trade marks registered by the Franchisor in relation to the Business from time to time during the Term. "VAT" value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax. Websites the websites hosted at the domain angloinfo.com, as that name may be qualified by appropriate sub-domain names, as modified for the Territory. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns. 1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. 1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.6 Words in the singular shall include the plural and vice versa. 1.7 A reference to one gender shall include a reference to the other genders. 1.8 A reference to any party shall include that party's personal representatives, successors or permitted assigns. 1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time; provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision A reference to "this agreement" or to any other agreement or a document referred to in this agreement is a reference to this agreement or such other document or agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time References to clauses and Schedules are to the clauses and Schedules of this agreement. 4

7 2. Rights granted 2.1 In consideration of the payments agreed to be made in clause 4, and subject to clause 2.3 the Franchisor grants the Franchisee an exclusive licence within the Territory to: operate the Franchised Business; sell the Franchisee Inventory using the Sales and CRM System; use the Intellectual Property for the purposes of the Franchised Business; and use the benefit of the Franchisor's accounting, management and marketing knowledge and experience, in each case, in accordance with the System, within the Territory, during the Term and in accordance with the provisions of this agreement. 2.2 The Franchisor shall not make use of or license any person other than the Franchisee to operate the Business under any of the Trade Marks or the Trade Name in the Territory during the Term. 2.3 The Franchisor may itself sell Products, including those on the Franchisee Inventory, within the Territory on the Website. 2.4 Nothing in this agreement shall give the Franchisee the right to carry out the Business outside the Territory or to oppose the granting of any new franchises outside the Territory. 3. Term 3.1 The Initial Term of the agreement is seven years from the start date(subject to earlier termination in accordance with clause 16). 4. Fees 4.1 Upon signature of this agreement, the Franchisee shall pay the Initial Franchise Fee. The Initial Franchise Fee shall be in consideration for the Franchisor's obligations under clause 5 and is nonrefundable. 4.2 Unless the Franchisor otherwise notifies the Franchisee in writing, the Franchisee shall pay the Initial Franchise Fee by electronic bank transfer to the bank account of the Franchisor specified on the invoice. 4.3 All fees due under this agreement are exclusive of VAT, which shall, where applicable, be paid at the prevailing rate on the due date for payment. 4.4 The Franchisee Monthly Sales and the Franchisor Monthly Sales shall be determined as follows: within seven Business Days of the end of each month, the Franchisor shall prepare, and deliver to the Franchisee, a statement of the Franchisee Monthly Sales and the Franchisor Monthly Sales for the preceding month. The statement of Franchisor Monthly Sales shall be deemed final and conclusive on delivery by the Franchisor; within three days after the Franchisor has delivered the Franchisee's Monthly Sales statement, the Franchisee may give notice in writing that it does not agree with such statement, and, if no such notice is served within that period, the statement shall be deemed to have been approved; if the Franchisee does not agree with such statement, the parties shall endeavour to resolve all matters in dispute as soon as practicable. If they fail to do so within 14 days of the notice, either party may refer the dispute for resolution to an Expert appointed under clause 32; and any payment, additional payment or refund to be made as a result of any decision of the Expert shall be made within 14 days of receipt by the parties of the decision of the Expert. 5

8 4.5 Upon agreement of the Franchisee Monthly Sales in accordance with clause 4.5 the Franchisee Revenue shall be calculated based on the shares defined in Schedule 1 and making any adjustments necessary to ensure that the Franchisor s share of the Franchisee Monthly Sales is equal to or greater than the Minimum Monthly Fee. 4.7 The Franchisee shall invoice the Franchisor for the Franchisee Revenue less any charges owed to the Franchisor or otherwise and any other adjustment previously agreed in writing. The Franchisor shall pay any such invoice within 30 days of the date of the invoice electronically to the bank account details of which shall be notified by the Franchisee to the Franchisor. 4.8 The Franchisee shall be responsible for the payment of all invoices due to its third party suppliers. 5. Franchisor's initial obligations 5.1 The Franchisor shall from the Start Date provide or make available to the Franchisee: general advice on how to establish the Franchised Business; the software required for the purposes of the Franchised Business together with the passwords and administration access codes which, used in conjunction with the Equipment, will enable the Franchisee to carry on the Franchised Business; access to an on-line copy of the Manual; artwork, design elements, typefaces, templates and guidelines for use in connection with the Franchised Business for use in accordance with the Manual; access to the AngloINFO server to provide the Franchisee with use of an x@angloinfo.com address or addresses. 5.2 The Franchisor undertakes to the Franchisee that the use of any addresses provided under clause shall be maintained by the Franchisor to a commercially reasonable standard for the purpose of facilitating communications in relation to the Franchised Business. No such undertaking is provided by the Franchisor in relation to the Franchisee s use of such addresses for personal correspondence, which use shall be subject to such restrictions as may be included in the Manual from time to time. The Franchisor shall at all times have access to all s sent and received by the Franchisee through such address. 5.3 The Franchisor shall provide the Franchisee with initial training and guidance in relation to the commencement and carrying on of the Franchised Business. The initial training shall be carried out through a structured programme of telephone-based sessions in which the Franchisee will be trained in the tools, know-how, and systems required for the Franchisee to operate the Franchised Business. There will be no charge for the initial training. 6. Franchisor's continuing obligations 6.1 The Franchisor shall at all times during the Term: provide the Franchisee with such know-how and advice relating to the management, promotion and methods of operation to be employed in the Franchised Business as may reasonably be required by the Franchisee; update the Manual and System from time to time and inform the Franchisee of any commercially material updates via ; provide general assistance negotiating advertising and informational pages and contracts with customers to the extent reasonably required by the Franchisee; provide such guidance as may reasonably be requested by the Franchisee in relation to the operation of the Franchised Business, such guidance not to include specific sales training in selling Products in the Franchised Business; maintain and update the software required for the Franchisee to carry on the Franchised Business; 6

9 6.1.6 provide an accounting and customer management service through the Sales and CRM System whereby the accounts and sales records of the Franchised Business are monitored and managed by the Franchisor and the Franchisor shall work together with the Franchisee to collect monies arising from such service on behalf of the Franchised Business, without guaranteeing that any such amounts shall be collectible; and organise an annual conference for all franchisees of the Business at a time and place which is convenient to the majority of those franchisees. 6.2 The Franchisee is required to introduce any improvement included in an update of the Manual or System under clause within the time period specified by the Franchisor at the time it notifies the Franchisee of the update. The Franchisee may introduce its own improvements, modifications or innovations into the operation of the Franchised Business or of the System with the Franchisor s prior written consent which shall not be unreasonably withheld. The Franchisor shall reserve the right to implement any such improvement, modification or innovation into the System and shall retain all intellectual property rights created thereby shall be the property of the Franchisor. 6.3 The Franchisor shall at all times keep in confidence the Franchisee s Confidential Information. 7. Franchisee's obligations 7.1 The Franchisee shall at all times during the Term, in relation to the Franchised Business: devote his full time, attention and efforts. In the event that the Franchisee is a company or a partnership entity the Franchisee will ensure and procure that the senior staff members of the Franchised Business devote their full time, attention and efforts to the Franchised Business including for the avoidance of doubt in relation to the promotion, sale and delivery of the Products; use its best endeavours at all times to develop and operate the Franchised Business in accordance with the Manual, the System and the provisions of this agreement; use its best endeavours to increase the turnover of the Franchised Business; with effect from the Start Date, commence and continue at all times to operate the Franchised Business within the Territory, either directly or through employees or agents; if the Website for the Territory has not been launched at the Start Date, use its best endeavours to ensure that the Website is submitted for approval by the Franchisor (such approval not to be unreasonably withheld or delayed) and is launched on or prior to the Website Launch Date specified in Schedule 1; use its best endeavours to increase Franchisee Monthly Sales on a month-by-month basis, which, for the avoidance of doubt, shall require a commitment on the part of the Franchisee to spend not less than 100 hours per calendar month on sales activities, either directly or through employees or agents; install and maintain the Equipment at its cost; obtain, maintain and comply with all relevant legislation in relation to the Intellectual Property and the Franchised Business; not do anything that could bring the Business into disrepute or damage the reputation of the Franchisor; use its best endeavours to protect and promote the goodwill in the Business; 7

10 manage the Forum at all times, with no interruption for more than two consecutive Business Days without the prior written consent of the Franchisor, to ensure that the Forum is not used by users for the purposes of business and that the users do not use illegal, inappropriate, defamatory or abusive language or otherwise contravene the guidelines set out on the Franchisor s Website and/or in the Manual; use only printed materials conforming to the styles and standards established by the Franchisor from time to time; use its best endeavours to follow the promotions and recommended prices for the sale of Products for the Franchised Business suggested in the Rate Card; pay all third party suppliers promptly in accordance with the terms of supply agreed with them and not enter into any arrangement or agreement to factor, charge or otherwise deal with the debts of the Franchised Business without the prior written consent of the Franchisor; not license or otherwise enable any other person to operate the Business under the Trade Name; not be engaged, concerned or interested in, whether directly or indirectly, any activity which competes with or is similar to the Business; without delay, inform the Franchisor of any improvement or modification to the Business or the System or any business opportunity which comes to its attention; promptly give the Franchisor any information that the Franchisee may obtain in relation to potential sales outside the Territory or any matter that could affect the Business favourably or unfavourably inside or outside the Territory; not actively engage in the Franchised Business outside the Territory; supply the Franchisor with such information relating to the Franchised Business in such form and at such times as the Franchisor may from time to time reasonably require; introduce any improvements or modifications into the Franchised Business when requested by the Franchisor; provide potential franchisees with such information as may be reasonably requested by the Franchisor; attend the initial franchisee training as provided in clause 5.3 before the Start Date; attend a meeting of the franchisees of the Business as provided in clause 6.1.7; such meeting to be held not more than once per year and not to be longer than three days in duration; keep the Franchisor s Confidential Information in confidence and not use it other than as necessary for the purpose of the Franchised Business; not to pledge the credit of the Franchisor or represent itself as being the Franchisor or an agent or partner of the Franchisor or authorised to represent the Franchisor; operate the Franchised Business only under the name or names approved by the Franchisor without any accompanying words or symbols unless approved by the Franchisor; not do anything which may adversely affect the Franchisor s rights in or to use the Trade Name or Trade Marks; 8

11 display a sign or notice on any business premises used by the Franchisee indicating that the Franchised Business is operated by an independent party under franchise from the Franchisor; use only the Site Name and no other website in connection with the Franchised Business; ensure that all activity relating to customers and contacts is duly recorded in the Sales and CRM System in accordance with the procedures and definitions as outlined in the Manual; comply with the processes set out in the Manual in relation to any Membership Subscription enquiries from existing or potential clients; and attend two telephone-based sales one-to-one training sessions with an AngloINFO sales training consultant, each such module to last for approximately two hours at a cost to the Franchisee of per session. 7.2 The Franchisor shall monitor the use of the Franchised Business Website and shall be entitled to remove or modify any content or postings which are published on that Website in breach of the obligations set out in clause 7.1 above. If the Franchisor is obliged to carry out such work on the Franchised Business Website it shall be entitled to charge the Franchisee for such work in accordance with the pricing mechanisms set out in the Manual. 7.3 If required by the Franchisor, and for as long as the Franchisor requires it, the Franchisee agrees to set up and manage a Local Franchisor Bank Account to be used exclusively for the collection of payments on behalf of the Franchisor and shall also: agree any charges and costs relating to the Local Franchisor Bank Account in advance of making any commitment to incur such charges; provide the Franchisor with a monthly summary of all account activity within five days of the end of each month; arrange for the transfer of any or all funds as required by the Franchisor within five days of any such request; ensure that the Franchisor receives direct copies of all statements sent by the bank regarding the Local Franchisor Bank Account; and where permitted, arrange for the Franchisor to have direct access to on-line banking facilities for the Local Franchisor Bank Account. 7.4 For the avoidance of doubt, the Franchisee undertakes not to make any payment from the Local Franchisor Bank Account unless directly authorised in writing by the Franchisor nor to use the funds in the account for any form of pledge or guarantee. 7.5 All bank charges in relation to the Local Franchisor Bank Account will be paid by the Franchisor. 7.6 If required by the Franchisor, and for as long as the Franchisor requires it, the parties agree to modify the Sales and CRM System such that all Franchisee Monthly Sales will be invoiced directly by the Franchisee and accounted for as follows: the Franchisor shall invoice the Franchisee for an amount equal to 30% of the Franchisee Monthly Sales in respect of each calendar month based on invoices for the sale of Products which have been issued during the relevant month or the Minimum Monthly Fee whichever is greater, such invoice to be payable by the Franchisee within 30 days of the date of the invoice; and 9

12 7.6.2 the Franchisor Monthly Sales shall be invoiced directly by the Franchisor in accordance with the procedure set out in clause 4 and the Franchisee shall invoice the Franchisor for an amount equal to 20% of the Franchisor Monthly Sales in accordance with clauses 4.6 and The Franchisor may, at any time after having modified the invoicing system in accordance with clause 7.6, establish an alternative invoicing and payment procedure upon not less than 90 days notice in writing to the Franchisee, following which notice period the Franchisee Monthly Sales shall be invoiced directly by the Franchisor in accordance with clause Accounting records 8.1 The Franchisor shall: maintain records of all sales and Monthly Sales and submit to the Franchisee a statement of them on or before the seventh business day of each month; keep and maintain at the Franchisor s registered office address complete and accurate accounts and records relating to the Franchised Business all such records to be accurate, up to date and sufficient to ascertain the Monthly Sales; retain its accounting and financial records for at least seven years after the end of any accounting year to which those records relate; and allow representatives of the Franchisee to attend the Franchisor s premises in order to carry out a review of the Franchisor's records and take copies of the Franchisor's accounts and records on not less than 14 days notice, during usual business hours during the Term but not more frequently than once in any financial year of the Franchisor. 8.2 The cost of any review carried out in accordance with clause shall be borne by the Franchisee unless such review discloses an underpayment by the Franchisor for any 12 month period in excess of five per cent of the amounts which should have been paid by the Franchisor, or 5,000, whichever is the higher, in which event the Franchisor shall pay the reasonable costs and expenses of the Franchisee in undertaking their review. 8.3 If the review carried out in accordance with clause discloses an underpayment by the Franchisor, the Franchisor shall promptly pay to the Franchisee the amount underpaid together with interest. Interest shall accrue from the date on which such monies became due at a rate of one per cent above the base rate of the European Central Bank from time to time. 9. Promotion and Advertising 9.1 The Franchisor shall: promote the Trade Name and Business in such manner and at such times as it shall in its absolute discretion think fit; and use all reasonable endeavours to ensure that the Brand achieves high search results on popular internet search engines. 9.2 The Franchisee shall: promote and advertise the Franchised Business in the Territory in accordance with the Manual and co-operate with the Franchisor in relation to any special promotion or advertising campaign as the Franchisor may require; obtain the Franchisor s written consent to vary the form and style of advertising where the Franchisee intends to derogate from that described in the Manual; 10

13 9.2.3 permit the Franchisor to place notices on the Franchisee s website, at no cost, to promote the Brand and to seek franchisees for other territories; and undertake, at its own expense, local marketing, advertising and promotions for the Franchised Business from time to time and as described in the Manual or following the Franchisor s reasonable requests as to marketing, advertising and promotions, using only marketing, advertising and promotional material previously approved by the Franchisor in writing. 10. Third Party Advertising 10.1 The Franchisee shall ensure that: the content of any advertising to be carried on the Franchisee s Website shall comply with the code of practice set out in the Manual; and the price at which advertising and sponsorship on the Franchisee s Website shall be offered to third parties shall be in accordance with the levels set by the Franchisor in the Rate Card and/or on the Sales and CRM System If at any time the Franchisor, in its reasonable opinion, deems that any advertisement is unsuitable because: it does not meet the standards and values of the Brand as set out in the Manual; or could be detrimental to the worldwide reputation of the Brand; then the Franchisor may arrange for the immediate removal of such advertisement without notice to the Franchisee and incurring any liability to the Franchisee. 11. Insurance 11.1 The Franchisee shall take out and maintain a business insurance policy with a reputable insurance company with such amount of cover as the Franchisor may, in its absolute discretion, specify in the Manual, such policy to include loss of profits and interruption of the Franchised Business The Franchisee shall provide the Franchisor with copies of any such policy and its renewals The Franchisee shall promptly pay all premiums for such policy and, on request, provide the Franchisor with evidence of payment of premiums If the Franchisee fails to take out and maintain such policy when required to do so, the Franchisor may do so and the Franchisor shall deduct the costs and expenses incurred in doing so from the Franchisee Revenues. 12. Intellectual property 12.1 The Franchisor confirms that it is not aware of any reason why it might not be entitled to license the Intellectual Property and why the use of the Intellectual Property by the Franchisee in accordance with the terms of this agreement would constitute an infringement of any third party's intellectual property If required by the Franchisor, the Franchisee shall execute a licence in respect of the Trade Marks Licence and arrange for it to be registered at the UK Trade Marks Registry. The registration costs shall be paid by the Franchisee The Franchisee acknowledges that: 11

14 it does not have any right, title or interest in the Intellectual Property or any updates or improvements to it, save as specifically set out in this agreement, the Manual and, if required, the Trade Mark License; and any goodwill (and any other rights) in the Trade Marks which result from the use by the Franchisee of the Trade Marks shall vest in the Franchisor If the Franchisee learns of any threatened or actual infringement of the Intellectual Property, or of any circumstance which suggests that the use of the Intellectual Property may infringe the intellectual property of a third party, it shall immediately inform the Franchisor, giving all such details as the Franchisor requests The Franchisor shall have conduct of any proceedings relating to the Intellectual Property and may take whatever action it, in its sole discretion, decides in respect of any infringement or alleged infringement of it, or arising from its use. Any rights that the Franchisee has under section 30 of the Trade Marks Act 1994 are excluded. The Franchisee shall co-operate with the Franchisor in taking such action and the Franchisor shall meet any reasonable expenses of the Franchisee in complying with its obligations under this clause The Franchisee shall: only use the Intellectual Property in connection with the Franchised Business or as otherwise permitted in this agreement; not apply for registration of any of the Intellectual Property (or any intellectual property that is confusingly similar to the Intellectual Property) in its own name, in any part of the world; comply with the Manual and all requests by the Franchisor as to the use of the Intellectual Property and the, and symbols in relation to the Intellectual Property; give assistance to enable the Franchisor to register its Trade Marks; not license (or purport to license) any other person to use any of the Intellectual Property; not apply for any registration of any trade mark, trade name or other registration of any Intellectual Property which includes the Trade Marks, the Trade Name or the Site Name, in each case in whole or in part of in any way which is, in the reasonable opinion of the Franchisor, likely to be confused with the Trade Marks, the Trade Name or the Site Name not use the Intellectual Property other than as specifically permitted by this agreement, the Trade Mark License and the Manual; not use any intellectual property that is confusingly similar to the Intellectual Property; and not do anything that in the reasonable opinion of the Franchisor, may adversely affect the Intellectual Property or the Franchisor's right or title to it If the Franchisee carries on the Franchised Business through a company then the corporate name thereof must at all times be approved by the Franchisor and must not include the name AngloINFO, the Trade Marks, Trade Name, Site Name or anything similar The Franchisee acknowledges and agrees that all Intellectual Property in the Manual is and shall remain the exclusive property of the Franchisor. The Franchisee shall hold the Manual in safe custody at its own risk and in good condition until returned to the Franchisor or destroyed at the request of the Franchisor in accordance with clause

15 13. Sale of Franchised Business 13.1 The Franchisee shall not sell, transfer or otherwise dispose of part or all of the Franchised Business to a third party purchaser, unless it has first served notice on the Franchisor of its intention and offered to sell the Franchised Business to the Franchisor for the same amount and on the same terms as any bona fide offer from such third parties as it thinks fit Where the Franchisee has a bona fide offer from a third party purchaser, it shall submit to the Franchisor copies of the proposed purchaser's written offer, together with such additional information as to the offer and the proposed purchaser as the Franchisor may, in its absolute discretion, require If the Franchisor gives notice of acceptance of the offer referred to in clause 13.1 within 14 days of the notice of offer, the Franchisee shall sell, and the Franchisor shall buy, the Franchised Business on such terms and the sale and purchase shall be completed within 28 days of receipt of the acceptance of the offer, or, if later, immediately following ascertainment of the purchase price in accordance with clause 13.1, or such later date as the parties shall agree If the Franchisor does not give notice of acceptance of an offer to sell the Franchised Business within 14 days of receipt of the notice of offer, the Franchisee shall be free to sell, transfer, issue or otherwise dispose of part or all of the Franchised Business, or shares in the Franchisee, as the case may be, to any third party, subject to the prior written consent of the Franchisor and provided that the following conditions have been satisfied, or waived at the discretion of the Franchisor: the terms on which the Franchised Business is sold or transferred to a third party are no more favorable than those on which the offer was made to the Franchisor under clause 13.1; the Franchisee has complied with all the terms and conditions of this agreement; there are no subsisting breaches of this agreement; the buyer meets the Franchisor's current minimum standards with respect to prior business experience, financial standing and recruitment criteria; all monies due to the Franchisor having been paid; and the proposed buyer entering into a new franchise agreement with the Franchisor on its then current terms and conditions, including payment of the Basic Region Fee, for a period of five years Upon the completion of any sale of the Franchised Business to a third-party purchaser, the Franchisee shall pay to the Franchisor, within 10 days of completion of such sale, an amount equal to 30% of the amount by which the total payment made by the third-party purchaser to the Franchisee exceeds the Initial Franchise Fee Subject to clause 17, upon the date of completion of a sale in accordance with this clause 13 this agreement shall terminate. 14. Death or incapacity of Franchisee 14.1 If the Franchisee, if an individual, dies or becomes unable to operate the Franchised Business to a material degree as a result of a permanent disability, during the Term, his personal representatives shall immediately inform the Franchisor and either: propose to the Franchisor a substitute Franchisee who is, at the Franchisor s discretion, deemed acceptable; or complete a sale of the Franchised Business in accordance with clause 13 above. 13

16 14.2 If a replacement Franchisee or the sale of the Franchised Business cannot be agreed within a period of four months from the date of death or permanent disability of the Franchisee the Franchisor may terminate this agreement by notice in writing to the Franchisee or his personal representation During the four month period referred to in clause 14.2 and any extension of such period that may be agreed, all of the Franchisee s obligations contained in this agreement shall remain in force. 15. Confidentiality 15.1 The Franchisee undertakes that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by this agreement The Franchisee may disclose Confidential Information: to the employees, officers, representatives or advisers of the Franchisee who need to know such information to enable the Franchisee to carry out its obligations under this agreement. The Franchisee shall ensure that the employees, officers, representatives or advisers of the Franchisee to whom the Confidential Information is disclosed comply with this clause 15; and as may be required by law, court order or any governmental or regulatory authority No party shall use the Confidential Information for any purpose other than to perform its obligations under this agreement. 16. Termination 16.1 The Franchisor may terminate this agreement with immediate effect (or following such notice period as it sees fit) without prejudice to any of its rights or remedies, by giving written notice to the Franchisee if: the Franchisee commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or the Franchisee repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of this agreement; or the Franchisee does not comply with its obligation under clause to launch the Website for the Franchised Business on or prior to the Website Launch Date specified in Schedule 1, other than for a reason outside the Franchisee s reasonable control; or persistent, valid complaints continue to be made to the Franchisor about the quality of the service provided by the Franchisee and the Franchisee, having received notice of such complaints, fails within a reasonable period to improve such service to the reasonable satisfaction of the Franchisor; or the Franchisee does, or permits to be done any act, or generally conducts itself in a manner which, in the reasonable opinion of the Franchisor, has, or is likely to have, a material adverse effect on the Franchised Business, on the Franchisor or on the Business in general; or the Franchisee in the reasonable opinion of the Franchisor, does, or permits to be done, any act which might jeopardize or invalidate the registration of the Trade Marks or does any act which might assist, or give rise to, an application to remove the Trade Marks, or which might prejudice the right or title of the Franchisor to the Trade Marks; or 14

17 the Franchisee purports to assign any of the rights or licenses granted under this agreement other than in accordance with the terms of this agreement; or the Franchisee repeatedly fails, despite having receiving notice of such failure from the Franchisor, to obtain any written approval or consent of the Franchisor as expressly required by this agreement; or is deemed to be insolvent (in the case of a Company), bankrupt (in the case of an individual), unable to pay its debts as they fall due for payment, or admits inability to pay its debts as they fall due for payment, or admits inability to pay its debts; or the Franchisee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or enters into any composition or arrangement with its creditors generally; or an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for the windingup, administration or dissolution of the Franchisee; or the Franchisee suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Franchised Business; or subject to clause 14, the Franchisee, if an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005 in respect of the Franchisee; or there is a change of control of the Franchisee; or the Franchisee, if an individual, is convicted of a serious criminal offence The Franchisee may terminate this agreement upon 30 days notice sent in writing to the Franchisor if the Franchisor: is deemed to be insolvent, unable to pay its debts as they fall due for payment, or admits inability to pay its debts as they fall due for payment, or admits inability to pay its debts; or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or enters into any composition or arrangement with its creditors generally; or an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution for the winding-up, administration or dissolution of the Franchisor; or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Business; or commits an incurable breach of a material provision of this agreement; or is in breach of this agreement and the Franchisee notifies the Franchisor of the breach and the Franchisor fails to remedy such breach within 30 days of receipt of such notification. 17. Consequences of termination 17.1 Any termination or expiry of this agreement shall not affect any rights or liabilities that have accrued prior to such termination. 15

18 17.2 With effect from the service of a notice of termination under clause 16.1, the Franchisor shall be entitled to terminate all passwords and access codes provided to the Franchisee, provided that the Franchisor shall, for a period of two months, forward to the Franchisee, at such address as the Franchisee shall specify, all personal s received at the address provided under clause On termination or expiry of this agreement for any reason, the Franchisee shall: immediately stop using the Intellectual Property, including the Trade Marks and, if relevant, take all steps as the Franchisor may reasonably require to remove the name of the Franchisee as licensee at the UK trade marks registry and all other applicable trade marks registries in other jurisdictions; pass all enquiries, and full details of potential customers, to the Franchisor; give all customer lists and full details of contracts with customers to the Franchisor; return or at the option of the Franchisor, destroy, all copies of the Manual, Stationery, and other materials bearing the Trade Marks; not make or receive any telephone calls, faxes or s in connection with the Business, and take all steps that the Franchisor requires to transfer all records to the Franchisor or as it may direct; assign to the Franchisor, to the extent not previously assigned, all rights in web site content owned or used by the Franchisee in the Franchised Business; return to the Franchisor all software and other items supplied by the Franchisor; and repay to the Franchisor any amounts pre-paid to the Franchisee in respect of Franchisee Monthly Sales and Franchisor Monthly Sales contracted to appear after the date of termination If the Franchisee fails to fulfil its obligations under this clause 17 within a reasonable time, the Franchisor may, at the expense of the Franchisee, immediately and without notice, enter onto the Franchisee's premises and take such steps as it thinks fit to fulfil any outstanding obligations In the event of a termination of this agreement in accordance with clause 16.2, the Franchisor shall as soon as practicable pay to the Franchisee any outstanding Franchisee Revenue calculated by reference to the Franchisee Inventory appearing on the Franchisee s Website up to the date of termination. 18. Restrictions 18.1 In order to protect the Confidential Information, trade secrets and business connections of the Franchisor and the Franchisor's other franchisees, the Franchisee covenants with the Franchisor that it shall not: during the Term and for 12 months after termination or expiry of this agreement, solicit or endeavour to entice away from the Franchisor or any other franchisee of the Franchisor the business or custom of a Restricted Customer with a view to providing services to that Restricted Customer in competition with any Restricted Business; or during the Term and for 12 months after termination or expiry of this agreement, in the course of any business concern which is in competition with or similar to the Business or any other franchisee of the Franchisor, offer to employ or engage, or otherwise endeavour to entice away, any employee of the Franchisor or any other franchisee of the Franchisor and with whom the Franchisee dealt in the two years prior to termination of this agreement; or 16

19 during the Term, and for 12 months after termination or expiry of this agreement, be involved as agent, consultant, director, employee, owner, partner or shareholder with any business concern which is (or intends to be) in competition with any Restricted Business in the Territory; or at any time after termination of this agreement, represent himself as connected, in any way, with the Franchisor The restrictions imposed on the Franchisee by this clause 18 apply to it acting: directly or indirectly; and on its own behalf or on behalf of, or in conjunction with, any firm, company or person Each of the restrictions in this clause 18 is intended to be separate and severable. If any of the restrictions are held to be void, but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 19. Indemnity The Franchisee shall indemnify the Franchisor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Franchisor arising out of or in connection with the Franchisee's breach or negligent performance or non-performance of this agreement. 20. Entire agreement 20.1 This agreement, the Manual, and any documents annexed to it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement If there is an inconsistency between the terms of this agreement and the Manual, or any other documents annexed to it, the terms of this agreement shall prevail Each party warrants to the other parties that, in entering into this agreement it does not rely on any statement, representation, assurance or warranty ("Representation") of any person (whether a party to this agreement or not) other than as expressly set out in this agreement Each party agrees and undertakes to the other parties that the only rights and remedies available to it arising out of, or in connection with, a Representation shall be solely for breach of contract, in accordance with the provisions of this agreement] Nothing in this clause shall limit or exclude any liability for fraud. 21. Further assurance The Franchisee shall (and shall use all reasonable endeavours to procure that any necessary third party shall) (at their own expense) promptly execute and deliver all such documents, and perform such acts, as the Franchisor may, from time to time, reasonably require for the purpose of giving full effect to this agreement. 22. Data protection 22.1 The Franchisee undertakes that it shall, in relation to personal data processed in connection with this agreement ("Franchise Data"): process the Franchise Data in accordance with the Data Protection Act 1998 ("1998 Act") and any other applicable data protection legislation; 17