Brand Licensing Agreement

  1. PARTIES: The Parties to this Agreement are: ________________, hereinafter ‘Licensor’, and ______________________, hereinafter ‘Licensee’.

  2. PROMISES: Licensor hereby promises to refrain from interfering with Licensee’s quiet enjoyment and fair use of the Licensor’s established [redact] location. Licensee hereby promises to abide by the policies set forth by the Licensor in this agreement.

  3. POLICIES: Licensee shall at all times faithfully, honestly, diligently, and continuously exert its best efforts to promote and adhere to the spirit of _______________’s brand, as has been established by the efforts of the Licensor and as may evolve at the discretion of the same. The established ____________ brand includes but is not limited to its good will, logo, color schemes, designs, website, social media platforms, menus, recipes, standard operating procedures, supplier relationships, advertising, and promotional materials. Any operational, promotional, or other deviation from the spirit of the brand will be considered a material breach of this agreement and grounds for its termination.

    Training: Licensee is required to attend and successfully complete the initial training program offered by the Licensor, provided, however, that the Licensor reserves the right to waive a portion or all of the Licensor's training program or alter the training schedule, if in the Licensor's sole discretion, the Licensee has sufficient prior experience, skills, or training to properly operate the business.

    Advertising: Licensee shall obtain the Licensor's prior written approval of all advertising or other marketing or promotional programs published by any method, including print, broadcast and electronic media, regarding _________. Licensee acknowledges and agrees that the Licensor may disapprove of any advertising, marketing or promotional programs submitted to the Licensor for any reason in the Licensor's sole discretion.

    Quality Control: Licensee agrees to maintain and operate its _____________ location strictly in compliance with this agreement and the standards of the ______________ brand, as the same may be modified by the Licensor in accordance with this agreement.

  4. RESTRICTIONS: The Licensee shall only offer such products in such manner as the Licensor shall designate, and shall be restricted from manufacturing, offering, or selling any products in any manner not previously approved by the Licensor in writing.

  5. LICENSE FEE: For the two years immediately proceeding the execution of this agreement, Licensee is required to pay to Licensor a License Fee of $0.00 pursuant to this agreement. Following the aforesaid prescribed two-year period, in the event that the _____________ brand has by then expanded to include a fourth (4th) location, Licensee agrees thereby and will be required to pay to Licensor a License Fee equivalent to the fee established at that time for all new, prospective and/or future Licensees.

  6.  DEFAULT AND TERMINATION: The Licensor shall have the right, at its option, to terminate this agreement and all rights granted the Licensee hereunder, without affording the Licensee any opportunity to cure any default, upon the occurrence of any of the following events:

    Abandonment: If the Licensee ceases to operate or otherwise abandons the ______________ location for a period of three (3) consecutive days, or any shorter period that indicates an intent by the Licensee to discontinue operation of the __________ location;

    Failure to Make Payments: If the Licensee fails to pay any amounts due the Licensor or affiliates, including any amounts which may be due as a result of any subleases or lease assignments between the Licensee and the Licensor, within 10 days after receiving notice that such fees or amounts are overdue;

    Misuse of Marks: If the Licensee misuses or fails to follow the Licensor's directions and guidelines concerning use of the Licensor's brand and fails to correct the misuse or failure within ten (10) days after notification from the Licensor; or,

    Repeated Non-Compliance: If the Licensee has received two previous notices of default from the Licensor and is again in default of this agreement

  7. GOVERNING LAW: This Agreement shall be interpreted under the laws of the State of Michigan and any disputes between the parties shall be governed by and determined in accordance with the substantive laws of the State of Michigan, whose laws shall prevail in the event of any conflict of laws.