This Franchise Agreement (“Agreement”) is made and effective this DATE.
BETWEEN: TeamAces Driving Academy Inc. (the “Franchisor”), a company organized and existing under the laws of the Philippines, represented by Mark Rhein Lester Pulido, with its head office located at:
#1 NATIONAL HIGHWAY BRGY. BOLBOK, BATANGAS CITY
AND: Name (the “Franchisee”), residence of ADDRESS.
Name (the “Franchisee”) residence of ADDRESS.
WHEREAS, Franchisor and certain of its Affiliates own, operate and Franchisee of Driving School throughout the Philippines which, among other things and market Driving Courses to the general public.; and
WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell services such as but not limited to Driving Courses; and
WHEREAS, Franchisee is willing to purchase on a per Location basis as specified service of Driving Courses; and
WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee;
NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows:
1. AGREEMENT TERM
The term of this Agreement shall be for the period Three (3) years (the “Term”), commencing as of the date of this Agreement. Each year of the term, as measured from the date of this Agreement, is a “Contract Year”. Yearly renewal after the end of the contract.
The territory for purposes of this Agreement with respect to services shall be for one branch in CITY only, their territories and possessions (the “Territory”), except with respect to those Services for which Franchisee has only for one branch in CITY, Distribution Rights, in which case, the Territory with respect to such Service shall be limited to one branch in CITY only and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of one branch in CITY.
3. INVESTMENT AND REVENUE SHARING
Investment shall not be less than One Million Two Hundred Thousand Pesos Only (P1,200,000.00). 50% down payment only upon signing the contract. The remaining balance will be paid in Dated PDC after one month. Yearly renewal Fee of One Hundred Thousand Pesos (P100,000.00) after three years.
FRANCHISE FEE; Eight Hundred Thousand Pesos Only (P800,000.00).
1. LTO ACES System powered by Stradcom.
2. TeamAces Signages inside and outside of the office.
3. POS BIR accredited
4. LTO Accreditation, Local licence fee and other charges
5. Down payment of Motorcycle manual and automatic
6. Customization of training vehicles (Decals and secondary brake)
7. Two Hundred Forty Thousand Pesos (240,000.00) is for the down payment of two training vehicle (Toyota Vios Manual and Automatic).
8. One Hundred Sixty Thousand Pesos (P160,000.00) is serve as your bond.
A total of One Million Two Hundred Thousand Pesos Only (P1,200.000.00) as investment.
- Franchisee shall remit to Franchisor 7% from the gross sales of the branch in a form of Royalty. This is to be paid in form of cash/check every end of the Month.
- Franchisee will allocate 1% of the gross sales of the branch monthly in local ads.
- Franchisee will provide office and location with lecture room at least 24 square meter.
- Franchisee will provide maneuvering site at least 14m x 14m or If public roads will be used, LGU permit is required.
- Franchisee will be charge P88 Pesos every upload of student certificate to the IT System of the LTO powered by Stradcom.
- Franchisee shall remit to franchisor the monthly amortization of the training cars.
4. FRANCHISOR COMMITMENTS
Beginnings as of the date of this Agreement for only One Branch in CITY within 36 calendar months hereafter, and for Participating Franchises within 36 months hereafter, Franchisee agrees as follows:
5. FRANCHISEE COMMITMENTS
The Franchisee may, subject to compliance with the terms appearing herein, provide his own vehicle (“the Franchisee’s Vehicle 2 Units of 4 wheels manual and automatic and 2 units for Motorcycle manual and automatic”) for the purpose of giving driving lessons to the Franchisee’s students provided that the Franchisee’s Vehicle must first have been approved by TeamAces Driving Academy Inc. as being consistent with the image of TeamAces Driving Academy Inc. and appropriate for the giving of professional driving instruction, such approval to be at the absolute discretion of TeamAces Driving Academy Inc.. Where the Franchisee provides his own vehicle in accordance with this clause, TeamAces Driving Academy Inc. Scheme signage and other appropriate logo and Trade Marks of the company for display on the Franchisee’s Vehicle as it, in its absolute discretion, considers appropriate.
6. The Franchisee shall:
- prior to commencement of this Franchise Agreement pay to TeamAces Driving Academy Inc. the initial Franchise Payment; and
- throughout the term of this Franchise Agreement pay to TeamAces Driving Academy Inc. the per hour Tuition Vehicle Hire Charge; and
- throughout the term of the Franchise Agreement pay to TeamAces Driving Academy Inc. the monthly License Fee or Royalty for the use of TeamAces driving Academy Inc. name, IT system from Stradcom, signage, logos and trade marks in accordance with the terms of this Agreement; and
- pay to TeamAces Driving Academy Inc. the Payment Failure Administration Fee in the event that any direct debit payment request made by TeamAces Driving Academy Inc. or check offered by the Franchisee is not honored. The Initial Franchise Payment, Tuition Vehicle Hire Charge, Certificate Fee, Payment Failure Administration Fee shall be of such amounts as are periodically determined by TeamAces Driving Academy Inc. in its absolute discretion and notified to the Franchisee.
8. Throughout the term of this Franchise Agreement the Franchisee shall:
- make all relevant bookings, test appointments and other contacts as may be required between the Franchisee and each of the Franchisee’s students;
- faithfully carry out his obligations under any contract entered into between the Franchisee and the Franchisee’s Students;
- conduct all driving lessons given the Franchisee’s students conform to the recommendations or such other procedures as may be recommended by TeamAces Driving Academy Inc. from time to time.
- use all reasonable endeavors to promote and improve the reputation of the TeamAces Driving Academy Inc. and do nothing which may cause any harm or damage to the reputation of the TeamAces Driving Academy Inc..
- be responsible for arranging for himself appropriate public liability insurance;
- fully comply with all other relevant statutes;
- promptly notify TeamAces Driving Academy Inc. of any complaint or allegation made against the Franchisee of which TeamAces Driving Academy Inc. ought reasonably to be made aware, including but not limited to any allegation of commission of a criminal offence (including motoring offences).
9. In addition, throughout the term of the Franchisee Agreement, in regard to the Tuition Vehicle or where relevant, the Franchisee’s Vehicle the Franchisee shall:
- be responsible for all parking fines or congestion charges (including the payment of all penalty fees or other charges for non-payment) and any other traffic offences (including the misuse of mobile phones) arising in connection with the Tuition Vehicle or the Franchisee’s Vehicle;
- be responsible for all car insurance, gasoline / diesel and other consumables used by the Tuition Vehicle or Franchisee’s Vehicle;
- ensure that the Tuition Vehicle or the Franchisee’s Vehicle is available for inspection at all times by the TeamAces Driving Academy Inc.;
- ensure that all fuel, oil, grease, water and any other consumables or lubricants which may be required for the satisfactory running of the vehicles are maintained at satisfactory levels.
10. ELECTRONIC REPORTING
At no cost or expense to Franchisor, Franchisee will provide to Franchisor, electronically all Franchisee service information along with monthly summaries, in such forms which may be reasonably specified by Franchisor from time to time.
Within 30 calendar day following the end of each Contract year, the parties shall meet and in good faith review the terms of this Agreement. Should no agreement be reached between the parties with respect to adjusting or amending the terms of the Agreement, then the current terms of Agreement shall remain in full force add effect.
The following transactions or occurrences shall constitute material events of default (in an “Event of Default”) by the applicable party (the “defaulting party”) hereunder such that, in addition to and without prejudice to or limiting any other rights and remedies available to the non-defaulting party at law or in equity the non-defaulting party by giving written notice thereof to the other party at any time after the occurrence of an event of Default setting forth sufficient facts to establish the existence of such Event of Default.
- 12.1 Material Breach – a material breach by a party of any material covenant, material warranty, or material representation contained herein, where such defaulting party fails to cure such breach within 15 calendar days after receipt of written notice thereof, or within such specific cure period as is expressly provided for elsewhere in this Agreement; or
- 12.2 Insolvency and/or Bankruptcy – a party makes an attempt to may any arrangement for the benefit of creditors, or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the event any action or proceedings is instituted relating to any of the foregoing and the same is not dismissed within 30 calendar days after such institution; or
- 12.3 Failure to make payment – a failure to make payment of any payable pursuant to this Agreement, as and when payment is due. Except as otherwise provided herein no termination of this Agreement for any reason shall relieve or discharge any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.
- 12.4 Upon 60 days’ prior written notice address to Franchisor, Franchisee may terminate this contract for any reason whatsoever; aside from those already provided for under this contract; if for reasons attribute to a breach or default by the Franchisor of the terms and conditions thereof, without any liability on the part of the Franchisee.
- 12.5 Should the Franchisee abandon the Leased premises, the Franchisor shall have the right to enter therein, take the custody of the furniture, equipment and fixtures thereof, upon proper inventory.
- 12.6 Franchisee is not allowed to put another business related to Driving School 5 years after the termination of the contract.
- 12.7 Franchisee is not allowed to deal in any form of fixing.
13. PUBLIC DISCLOSURE AND CONFIDENTIALTY
- 13.1 Public Disclosure – Each party agrees that no press release or public announcement relating to the existence or terms of this Agreement (including within the context of a trade press or other interview or advertisement in any media) shall be issued without the express prior written approval of the party hereto.
- 13.2 Confidential Information – During the Term and for a period of Three (3) Years thereafter, Franchisee and Franchisor shall hold, and shall cause each of their directors, officers, employees, and agents to hold in confidence the terms of this Agreement (including the financial terms and provisions hereof and all information received pursuant to, or developed in accordance with, this Agreement) specifically including but not limited to the Franchisor. Franchisee and Franchisor hereby acknowledge and agree that all information contained in, relating to or furnished pursuant to the Agreement, not otherwise known to the public, is confidential and proprietary and is not to be disclosed to third parties without the prior written consent of both Franchisee and Franchisor. Neither Franchisee nor Franchisor shall disclose such information to any third party (other than to officers, directors, employees, attorneys, accountants and agents of Franchisee and Franchisor or the affiliated of either, who have a business reason to know or have access to such information, and only after each of whom agrees to being bound by this paragraph).
14. NO RIGHT TO USE NAMES
- Neither Franchisee nor Locations nor Participating Franchises shall acquire any right to use, nor shall use any copyrights, trademarks, characters or designs owned or controlled by Franchisor or any of its Affiliates, including without limitation, the name TEAMACES DRIVING ACADEMY INC, alone or in conjunction with other words or names, in any advertising, publicity or promotion, either express or implied, without Franchisor’s prior consent in each case, and in no case shall any Franchisee or Location advertising, publicity, or promotion, express or imply any endorsement of the same.
- Franchisee shall not acquire any right to use, nor shall use the name TEAMACES DRIVING ACADEMY INC. along or in conjunction with other words or names, or any copyrights, trademarks, characters or designs of the same in any advertising, publicity or promotion, either express or implied, without Franchisors’ prior consent in each case, and in no case shall any Franchisee advertising, publicity, or promotion, express or imply any endorsement of the same.
This Agreement and the rights and licenses granted hereunder are personal and neither party shall have the right to sell, assign, transfer, mortgage, pledge nor hypothecate (each an “Assignment”) any such rights or licenses in whole or in part without the prior written consent of the non-assigning party, nor will any of said rights or licenses be assigned or transferred to any third party by operation of law, including without limitation, by merger or consolidation or otherwise provided, however, that an Assignment pursuant to or resulting from a sale of all or substantially all of the assets or all or a majority of the equity of Franchisee to any Person or Persons or any other form of business combination, such that the Franchisee business as currently existing remains substantially intact, including, without limitation, a sale to the public. In the event that Franchisee or Franchisor assigns its rights or interest in or to this Agreement in whole or in part, the assigning party will nevertheless continue to remain fully and primarily responsible and liable to the other party prompt, full, complete and faithful performance of all terms and conditions of this Agreement.
16. GOVERNING LAW
This Agreement shall be governed by, and construed under, the law of the Philippines.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
MARK RHEIN LESTER PULID0 NAME
TEAMACES DRIVING ACADEMY INC. FRANCHISEE CITY BRANCH
Republic of the Philippines)
City of Batangas ) s.s
BEFORE ME, this _________________________ at Batangas City personally appeared Mark Rhein Lester Pulido with Driver’s License No. B03-04-001028 and ______________________________ known to me or proved to me on the basis of satisfactory evidence, to be the persons who executed the foregoing instrument and acknowledged to me that the same is their free act and voluntary deed.