THIS AGREEMENT is made by and between:


NAME OF FRANCHISE CORPORATION, a STATE OF INCORPORATION Corporation, hereinafter known as RETAIL NAME OF BUSINESS or "Franchisor" and the persons signing as Franchisee or Guarantors' and referenced to herein individually or collectively as "Franchisee," to evidence the agreement and understanding between the parties as follows:


RECITALS


WHEREAS, Franchisor has developed, operates and has the right to license a system or business program, including expertise for conducting and operating a business under the mark RETAIL NAME OF BUSINESS; and


WHEREAS, Franchisor has entered into an exclusive license with NAME OF OWNER OF TRADEMARK a STATE OF INCORPORATION Corporation, dated MONTH, DAY & YEAR OF SIGNING LICENSING AGREEMENT (the "License Agreement") to use certain trade names, trademarks, logos, service marks and other property in connection with the operation of business and has developed expertise (including confidential information) and a unique, distinctive and comprehensive system (the "System") for the establishment and operation of a franchised business offering: LIST PROPRIETARY PRODUCTS AND SERVICES PROVIDED for the promotion and identification of the mark RETAIL NAME OF BUSINESS and stylized logo for the sale of products and services at RETAIL NAME OF BUSINESS locations (the hereinafter referred to a, Franchise Location or "Business"); and


WHEREAS, Franchisor has devised a uniform system for the establishment and operation of Businesses, including a distinctive exterior and interior design, trade dress décor and color scheme; uniform standards, specifications, and procedures for operations; procedures for quality control; training and ongoing operational assistance; advertising and promotional programs; and other related benefits for use of Franchisee under the Names and Marks, all of which may be changed, improved, and further developed by NAME OF FRANCHISE CORPORATION from time to time; and


WHEREAS, RETAIL NAME OF BUSINESS of STATE OF INCORPORATION identifies its System by means of certain trade names, service marks, trademarks, logos, emblems, trade dress and other indicia of origin, including but not limited to the mark LIST ALL TRADE MARKS & TRADE NAMES, and such other trade names, service marks, trademarks and trade dress as are now designated (and may hereafter be designated by RETAIL NAME OF BUSINESS in writing) for use in connection with its System (the "Names and Marks").


WHEREAS, RETAIL NAME OF BUSINESS continues to develop, use, and control the use of such Names and Marks to identify for the public the source of services and products marketed there under and under its System, and to represent the System's high standards of consistent quality, appearance, and service.


WHEREAS, Franchisor has established substantial goodwill and business value in its Names and Marks, expertise and System; and


WHEREAS, Franchisee desires to obtain a franchise from Franchisor for the right to use the "Names and Marks" and the expertise for operating a RETAIL NAME OF BUSINESS and to obtain the benefits and knowledge of Franchisor's System including, but without limitation, business design, operating methods, product preparation, advertising, sales techniques and materials, signs, personnel management, control systems, bookkeeping and accounting methods, and in general a style, method and procedure of business operation utilizing the Names and Marks as a Franchisee of Franchisor; and

WHEREAS, Franchisee recognizes the benefits to be derived from being identified with and licensed by Franchisor and Franchisee understands and acknowledges the importance of RETAIL NAME OF BUSINESS high standards of quality, cleanliness, appearance, and service and the necessity of operating the Business to conform with RETAIL NAME OF BUSINESS standards and specifications.


NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: