POPEYES CHICKEN & BISCUITS
FRANCHISE AGREEMENT
BETWEEN
AFC ENTERPRISES, INC.
AND
___________________________________
Unit No.: ______
Dev. Agr. No.: ______
Dated: ______________
AFC ENTERPRISES, INC.
POPEYES CHICKEN & BISCUITS
FRANCHISE AGREEMENT
TABLE OF CONTENTS
I. APPOINTMENT................................................... 2
II. TERM.......................................................... 3
III. FEES.......................................................... 4
IV. ACCOUNTING AND RECORDS........................................ 6
V. PROPRIETARY MARKS............................................. 8
VI. OBLIGATIONS OF CORPORATE OR PARTNERSHIP FRANCHISEE............ 10
VII. CONFIDENTIAL OPERATING STANDARDS MANUAL....................... 11
VIII. TRAINING...................................................... 12
IX. DUTIES OF THE FRANCHISOR...................................... 13
X. DUTIES OF THE FRANCHISEE...................................... 14
XI. INSURANCE..................................................... 19
XII. CONFIDENTIAL INFORMATION...................................... 21
XIII. COVENANTS..................................................... 22
XIV. TRANSFERABILITY OF INTEREST................................... 24
XV. TERMINATION................................................... 27
XVI. EFFECT OF TERMINATION OR EXPIRATION........................... 30
XVII. TAXES, PERMITS, AND INDEBTEDNESS.............................. 32
XVIII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION.................... 32
XIX. APPROVALS AND WAIVERS......................................... 33
XX. NOTICES....................................................... 34
XXI. SEVERABILITY AND CONSTRUCTION................................. 34
XXII. ENTIRE AGREEMENT: SURVIVAL................................... 35
XXIII. ACKNOWLEDGMENTS............................................... 36
XXIV. APPLICABLE LAW: VENUE........................................ 36
XXV. CORPORATE FRANCHISEE.......................................... 37
AFC ENTERPRISES, INC.
POPEYES CHICKEN & BISCUITS
FRANCHISE AGREEMENT
THIS AGREEMENT (the "Agreement") is made this _______________ day of
_________________, 20___, by and between AFC ENTERPRISES, INC. (f/k/a America's
Favorite Chicken Company), a Minnesota corporation, having its principal place
of business at Six Concourse Parkway, Suite 1700, Atlanta, Georgia, 30328-5352,
U.S.A. ("Franchisor" or "Popeyes") and__________________________________________
_________________________________________________________________
________________________________________________________________________________
____________________________________________________________________________,
[jointly and severally where more than one], ("Franchisee").
WITNESSETH:
WHEREAS, Franchisor has developed and owns a unique system for opening and
operating restaurants specializing in fried chicken and other menu items
developed and owned by Franchisor (the "Popeyes System" or "System");
WHEREAS, the distinguishing characteristics of Franchisor's Popeyes System
include, without limitation, the names "Popeyes" and "Popeyes Chicken &
Biscuits"; specially designed buildings, distinctive interior and exterior
layouts, decor, color schemes, and furnishings; confidential food formulae and
recipes used in the preparation of food products and, particularly, a unique
seasoning and batter formula for preparing Popeyes chicken; specialized menus;
standards and specifications for equipment, equipment layouts, products,
operating procedures, and management programs, all of which may be changed,
improved, and further developed by Franchisor from time to time;
WHEREAS, Franchisor identifies the Popeyes System by means of certain trade
names, service marks, trademarks, logos, emblems, and other indicia of origin,
including, but not limited to, the mark "Popeyes" and "Popeyes Chicken &
Biscuits" and such other trade names, service marks, trademarks and trade dress
as are now, or may hereafter, be designated by Franchisor for use in connection
with the Popeyes System (collectively referred to as the "Proprietary Marks");
WHEREAS, Franchisor continues to develop, use, and control the use of such
Proprietary Marks in order to identify for the public the source of services and
products marketed thereunder in the Popeyes System and to represent the System's
high standards of quality, appearance, and service;
WHEREAS, Franchisee wishes to be assisted, trained, and licensed by
Franchisor as a Popeyes franchisee and licensed to use, in connection therewith,
the Popeyes System;
1
WHEREAS, Franchisee understands the importance of the Popeyes System and
Popeyes high and uniform standards of quality, cleanliness, appearance, and
service, and the necessity of opening and operating Popeyes Restaurants in
conformity with the Popeyes System;
NOW, THEREFORE, the parties hereto agree as follows:
I. APPOINTMENT
1.01. Franchisor grants to Franchisee a franchise to open and operate a
Popeyes Chicken & Biscuits restaurant (the "Unit", "Franchised Unit",
"Franchised Business" or "Restaurant") at one location only, such location to be
described as:
Store Number:
Address:
upon the terms and conditions herein contained and subject to the terms and
conditions contained in the development agreement between Franchisor and
Franchisee, dated ______________, (the "Development Agreement"), which is
incorporated herein by reference; and a license to use in connection therewith
Franchisor's Proprietary Marks and the Popeyes System.
1.02. Protected Territory.
A. Subject to the terms and conditions of this Agreement and
provided Franchisee is not otherwise in default of this Agreement and/or
any other Agreement between Franchisor (or any parent, subsidiary or
affiliate of Franchisor) and Franchisee (or any parent, subsidiary or
affiliate of Franchisee), Franchisor shall not establish, nor franchise
another to establish a restaurant under the Popeyes System, for the term of
this Agreement, within the area described in Exhibit "C" of this Agreement
(the "Protected Area"), without Franchisee's prior written consent.
Notwithstanding the foregoing, Franchisor may, from time to time during the
term hereof, reduce or modify the Protected Area to encompass a geographic
area immediately surrounding the Franchised Unit which shall include a
population (residential and/or daytime business or commercial) of no less
than 50,000 people, which modification shall become effective upon written
notice from Franchisor to Franchisee.
B. The provisions of Section 1.02 (A) hereof shall not apply if the
Franchised Unit is operated in any of the following types of locations
and/or with respect to such locations within the Protected Area, at which
Franchisor retains the right, in its sole discretion, to franchise and/or
operate Popeyes restaurants, and to distribute by any means Popeyes