Our doughnut holes or Tim Bits are called Kitten Drops. See our Ten Point MOU and Contract for the franchisee. See our Ten Point MOU and Contract for the franchisee.
FRANCHISE AND BRAND PURCHASE AGREEMENT (Simplified Draft)
This Franchise and Brand Purchase Agreement ("Agreement") is made and entered into this `[Date]` ("Effective Date"),
BY AND BETWEEN:
Warren A. Lyon, the sole proprietor and owner of all rights, title, and interest in the "Copy Cat™ Doughnuts and Coffee" brand (hereinafter referred to as the "Franchisor/Seller") and shall be the District manager of all locations until all fees are paid,
AND
[Franchisee Legal Name], an [individual / corporation / LLC] (hereinafter referred to as the "Franchisee/Purchaser").
RECITALS
WHEREAS, Franchisor/Seller is the exclusive owner of the "Copy Cat™ Doughnuts and Coffee" trade name, trademarks, service marks, logos, and proprietary operating system (collectively, the "Intellectual Property");
WHEREAS, Franchisee/Purchaser desires to obtain a license to use the Intellectual Property to operate "Copy Cat™ Doughnuts and Coffee" shops, with the intent to purchase the Intellectual Property outright at the conclusion of the Term;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Grant of License and Term
1.1. Term: The term of this Agreement shall be ten (10) years, commencing on the Effective Date (the "Term").
1.2. Initial License: Franchisor/Seller grants to Franchisee/Purchaser a non-exclusive, non-transferable license (the "License") to operate one (1) "Copy Cat™ Doughnuts and Coffee" franchise at the following approved location: `[Franchise Address]` (the "Inaugural Location").
2. Fees, Payments, and Purchase Price
In consideration for the License and the conditional future sale of the Intellectual Property, the Franchisee/Purchaser shall pay the following non-refundable fees:
2.1. Initial Fee: An Initial Fee of One Thousand Four Hundred Dollars ($1,400.00), due in full upon the execution (signing) of this Agreement.
2.2. Daily Fee (Inaugural Location): A Daily Fee of One Hundred Seventy Dollars ($170.00) for the Inaugural Location. This fee is due and payable every calendar day (including weekends and holidays) for the entire ten (10) year Term.
2.3. Daily Fee (Subsequent Locations): The Franchisee/Purchaser may open additional franchise locations, subject to the Franchisor/Seller's prior written approval of each site. For each subsequent location, the Franchisee/Purchaser shall pay a Daily Fee of One Hundred Forty Dollars ($140.00). This fee is due and payable every calendar day for the remainder of the Term.
2.4. Payment Schedule:
The first Daily Fee payment ($170.00) is due on the day immediately following the Effective Date.
All subsequent Daily Fees are due by 11:59 PM (local time) on the day they are owed.
All Daily Fee payments shall be made via Interac e-Transfer to the email address or phone number designated by the Franchisor/Seller.
3. Franchisor/Seller Retained Locations
The parties agree that Warren A. Lyon shall retain the right to own and operate two (2) "Copy Cat™ Doughnuts and Coffee" locations (the "Retained Locations") without payment of any fees, royalties, or other monies to the Franchisee/Purchaser.
This right shall continue in perpetuity, both during the 10-year Term and after the potential transfer of the Intellectual Property. The addresses of the Retained Locations are:
`[Address of Retained Location 1]`
`[Address of Retained Location 2]`
4. Franchisee/Purchaser's Operational Obligations
4.1. Protection of Intellectual Property: The Franchisee/Purchaser shall, at all times, operate the business in a manner that maintains the dignity, goodwill, and value of the Intellectual Property. The Franchisee/Purchaser shall not do any act that may bring the "Copy Cat™ Doughnuts and Coffee" brand into disrepute.
4.2. Quality and Standards: The Franchisee/Purchaser shall strictly adhere to all operational standards set by the Franchisor/Seller. The Franchisee/Purchaser must maintain the highest standards of food quality, cleanliness, and service, and shall strictly comply with all applicable federal, provincial, and municipal health and food safety laws and regulations ("Government Standards").
4.3. Marketing and Advertising: The Franchisee/Purchaser shall not initiate, publish, or deploy any advertising, marketing, or promotional materials in any medium (including social media) without first consulting with and receiving prior written approval from the Franchisor/Seller. This ensures all marketing is consistent with the brand's identity and value.
5. Intellectual Property: License and Conditional Sale
5.1. Acknowledgment of Current Ownership: The Franchisee/Purchaser expressly acknowledges that as of the Effective Date, Warren A. Lyon is the sole and exclusive owner of all Intellectual Property.
5.2. Condition of License: The Franchisee/Purchaser's right to use the Intellectual Property is strictly conditional upon the timely and full payment of all monies owed under this Agreement and full compliance with the Operational Obligations in Section 4.
5.3. Default: Failure by the Franchisee/Purchaser to pay any single Daily Fee by its due date or to comply with the obligations in Section 4 shall constitute a material breach. Upon such a breach, the Franchisor/Seller has the right, at his sole discretion, to immediately terminate this Agreement, revoke all Licenses, and cancel the conditional sale of the Intellectual Property. He may also carry out specific enforcement as District manager, taking from the cash register any cash owed from any location and setting up a Direct Debit Payment Pre Authorised Debit agreement on the location operating account for the payment. The obligation to pay is confirmed in the signing of the agreement. A joint account will be set up between the parties on signing at a CIBC bank location.
5.4. Transfer of Ownership (Conditional):
The Franchisee/Purchaser confirms their understanding that the Intellectual Property is owned by Warren A. Lyon until all monies owed under this Agreement are paid in full over the 10-year Term.
Upon the successful, timely, and complete payment of all fees specified in Section 2 over the full 10-year Term, and provided the Franchisee/Purchaser is not otherwise in breach of this Agreement, the Franchisor/Seller shall assign and transfer his entire right, title, and interest in the "Copy Cat™ Doughnuts and Coffee" Intellectual Property to the Franchisee/Purchaser.
This transfer shall be subject to the perpetual, no-fee rights of the Franchisor/Seller to operate the Retained Locations as defined in Section 3.
The Franchisor/Seller agrees to execute all necessary documents to formalize this transfer upon the successful completion of the Term.
The Franchisor will now only own two locations that will operate under that Copy Cat brand and free of any obligations to pay any franchise fee. Mr. Lyon will remain as a compliance officer in the organisation to be incorporated. The Franchisee will then be owner of the IP and a Director of Product creativity.
6. Default and Termination
Failure by the Franchisee to pay any single Daily License Fee by its due date shall constitute a material breach of this Agreement. Upon such a breach, the Franchisor has the right, at his sole discretion, to immediately terminate this Agreement and revoke the License.
Upon termination, the Franchisee must immediately cease all operations as a "Copy Cat™ Doughnuts and Coffee" shop and stop using all Intellectual Property.
6.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of `[Province/State, e.g., "the Province of Ontario"]`.
7.0 Franchisee Liability and Franchisor Indemnification for Products and Services
Liability for Products and Services: The Franchisee shall be solely and exclusively liable for any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising from or related to the preparation, handling, packaging, sale, serving, or consumption of any food, beverage, or other product sold or provided by the Franchisee at or from the Franchised Location. This exclusive liability shall extend to, but not be limited to, claims asserted in:
Tort (including, without limitation, negligence, strict product liability, and personal injury claims, whether to property or person);
Contract (including, without limitation, warranty claims and breach of merchantability); and
Statute (including, without limitation, claims under consumer protection or food safety laws).
Franchisor Status as IP Licensor: The parties acknowledge and agree that the Franchisor is providing a license of its intellectual property (IP) and system. The Franchisor has no operational control over the day-to-day operations of the Franchised Location, specifically including food and beverage production, handling, and service except that he is to provide oversight as to quality and delivery of the product within the system to work for the assurance and maintenance of the IP's dignity and brand quality.
Indemnification: The Franchisee shall indemnify, defend, and hold harmless the Franchisor, its officers, directors, employees, agents, and affiliates, from and against any and all claims, actions, suits, demands, liabilities, costs, and expenses (including, without limitation, court costs and reasonable attorneys' fees) arising out of or related to the Franchisee’s exclusive liability as described in Section 1 of this clause. This indemnification obligation is comprehensive and covers all such claims, irrespective of the legal theory on which they are based.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
FRANCHISOR / SELLER:
_____________________________________
Warren A. Lyon
Copy Cat™ Doughnuts and Coffee
Date: `[Date]`
FRANCHISEE / PURCHASER:
_____________________________________
[Franchisee Printed Name]
[Title, if a corporation]
Date: `[Date]`
Personal Pre-Authorized Debit Agreement PAD Agreement
Authorization of the Payor to the Payee to Direct Debit an Account
Instructions:
1. Please complete all sections in order to instruct your financial institution to make payments directly from your account.
2. Please see the Terms and Conditions on the reverse of this document.
3. Return the completed form with a blank cheque marked “VOID” to the Payee at the address noted below.
4. If you have any questions, please write or call the Payee.
Payor Information (please type or print clearly)
Payor Name Payor Name
Address Address
( ) ( )
Telephone No. Telephone No.
Signature Date Signature Date
DD MM YYYY
DD MM YYYY
DD MM YYYY
DD MM YYYY
Payor Financial Institution/Banking Information (please type or print clearly)
Payee Information (please type or print clearly)
Payment Information
Branch No. Institution No. Account No. Line of Credit Account Number
Name of Financial Institution Branch
Branch Address City/Province Postal Code
Payee Name(s)
Address City/Province Postal Code
( )
Telephone No. Date Reference # or Account # Service or Utility Start Date
0 0 1 91052 001
Please specify whether the payment is a:
(Please check one)
Fixed Amount: (Please specify)
Variable Amount: If variable, please specify
whether there is a maximum amount, or
indicate N/A if there is no maximum
Amount:
Occurring at:
(Please check one)
Set Intervals: Please specify the timing
(i.e. weekly, bi-weekly, monthly)
Sporadic Intervals:
Are top-ups or adjustments permissible?
(Please check one)
Yes
No
.............
PAYOR’S PAD AGREEMENT
Personal Pre-Authorized Debit Plan
Terms & Conditions
1. In this Agreement , “I”, “me” and “my” refers to each Account Holder who signs below.
2. I agree to Bank of Montreal and any successor or assign of the Bank (the "Bank") debiting my account indicated on the
reverse (the "Account") for personal/household or consumer purposes and I authorize the Payee indicated on the reverse and
any successor or assign of the Payee to draw a debit in paper, electronic or other form, including any top-ups or adjustments,
for the purpose of making payment for consumer goods or services (a "Personal PAD"), on my Account at the financial
institution indicated on the reverse (the "Financial Institution") and I authorize the Financial Institution to honour and pay
such debits. This Agreement and my authorization are provided for the benefit of the Payee and my Financial Institution and
are provided in consideration of my Financial Institution agreeing to process debits against my Account in accordance with
the Rules of the Canadian Payments Association. I agree that any direction I may provide to draw a Personal PAD, and any
Personal PAD drawn in accordance with this Agreement, shall be binding on me as if signed by me, and, in the case of paper
debits, as if they were cheques signed by me.
3. If the amount that I am required to pay under my agreement with the Payee changes, this authorization will continue to
apply. I may revoke authorization at any time, subject to providing notice to the Bank: this authority is to remain in effect
until the Bank has received written notification from me of its change or termination. This notification must be received at
least 30 days before the next debit is scheduled at any branch of the Bank of Montreal. I may obtain a sample PAD
cancellation form or more information on my right to cancel a PAD Agreement at any branch of my financial institution or
by visiting www.cdnpay.ca.
This authorization applies only to the method of payment and I agree that cancellation of this authorization does not
terminate or otherwise have any effect on any contract that exists between me and the Bank.
4. I agree that my Financial Institution is not required to verify that any Personal PAD has been drawn in accordance with this
Agreement, including the amount, frequency and fulfillment of any purpose of any Personal PAD.
5. I agree that delivery of this Agreement to the Payee constitutes delivery by me to my Financial Institution. I agree that the
Payee may deliver this Agreement to the Payee’s financial institution and agree to the disclosure of any personal information
which may be contained in this Agreement to such financial institution.
6. (a) I understand that with respect to:
(i) fixed amount Personal PADs occurring at set intervals, I shall receive written notice from the Payee of the amount
to be debited and the due date(s) of debiting, at least ten (10) calendar days before the due date of the first Personal
PAD, and such notice shall be received every time there is a change in the amount or payment date(s);
(ii) variable amount Personal PADs occurring at set intervals, I shall receive written notice from the Payee of the
amount to be debited and the due date(s) of debiting, at least ten (10) calendar days before the due date of every
Personal PAD; and
(iii) fixed amount and variable amount Personal PADs occurring at set intervals, where the Personal PAD Plan provides
for a change in the amount of such fixed and variable amount PADs as a result of my direct action (such as, but not
limited to, a telephone instruction) requesting the Payee to change the amount of a PAD, no pre-notification of such
changes is required.
- OR -
(b) I agree to waive the pre-notification requirements in section 6(a) of this Agreement.
Signature of Payor
7. I agree that with respect to Personal PADs, where the payment frequency is sporadic, a password or secret code or other
signature equivalent will be issued and shall constitute valid authorization for the Payee or its agent to debit my account.
8. I certify that all information provided with respect to the Account is accurate and I agree to inform the Payee, in writing, of
any change in the Account information provided in this Agreement at least ten (10) business days prior to the next due date
of a Personal PAD. In the event of any such change, this Agreement shall continue in respect of any new account to be used
for Personal PADs.
9. I warrant and guarantee that all persons whose signatures are required to sign on the Account have signed this Agreement
below. In addition I warrant and guarantee, where applicable, that I have the authority to electronically agree to commit to
this Agreement by secure electronic signature and that my secure electronic signature conforms with the requirements of
Rule H1.
10. I acknowledge receipt of a copy of this Authorization.
11. Applicable to the Province of Quebec only: It is the express wish of the parties that this Agreement and any related
documents be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents
s’y rattachant soient rédigés et signés en anglais.
12. I have certain recourse rights if any debit does not comply with this PAD Agreement. For example, I have the right to receive
reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement.
To obtain more information on your recourse rights, contact any Branch of the Bank of Montreal or visit www.cdnpay.ca.
I have full responsibility to complete this form along with the payee.
I acknowledge that Bank of Montreal has no responsibility to complete this form, and understand that this pre-authorized debit
form may not be processed by the payee or the payee’s financial institution if all sections are not completed correctly.
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