THE FRANCHISING CONTRACT (FRANCHISING)

I. CONTRACTING PARTIES:

1.1. SC .................................................. SNC / SCS / SA / SRL, with registered office in (city) ...................,
str. ............ ............... nr. .............., block ............., scale .........., floor ....... ., apartment ....., county /
sector ..................., registered at the Trade Registry Office ............. ......................., under no.
..................... of ...................., fiscal code no .... ... of ....................., having account no.
................................., open to .............. ......., existing and functioning according to the state's legislation
.................... represented by .............. .........., with the function .................................., citizen
......................................, identity card holder / passport ..... ................... as a franchisor, and

1.2. SC ........................................... SNC / SCS / SA / SRL , with registered office in (city) ............., str.
.......................... no. ............., block ............., scale ..........., floor ....... ., apartment ......., county / sector
...................., registered at the Trade Registry Office .......... .................., under no. ................... of
..............., fiscal code no. ................... of ...................., having account no. ...................................., open to
........... ............, existing and operating according to the state legislation ......................... represented by
.... ...................., with the function .......................... ..., citizen ..........................., identity card holder /
passport ........... ..... as a beneficiary ,

have agreed to conclude this franchise contract under the following conditions:

II. SUBJECT OF THE CONTRACT

2.1. The franchisor undertakes to provide the beneficiary with the trademark of the factory (trade,
service) for the distribution and / or manufacture of the products and / or services provided in Annex
no. .............. to the present contract, under its name, permanently controlling this activity, through the
shops and / or the units, which it has opened in the territory.

2.2. The Beneficiary undertakes to distribute and / or manufacture the products and / or services
.................... provided in Annex no. ........... to this contract under the name and in accordance with the
business practice of the franchisor.
III. DURATION OF THE CONTRACT

3.1. The contract is concluded for a term of ............ years, starting on ................ until ..... ............

3.2. The Contracting Parties may agree to extend this Agreement by writing in writing of an Additional
Act signed by both Parties.

IV. THE PRICE OF THE CONTRACT

4.1. The distribution and / or manufacturing prices for products and / or services are those listed in
appendix no. ......... to this contract, which include: ................................. ..................................................
...............

4.2. Prices may only be modified with the written agreement of the Contracting Parties. Any Contracting
Party requesting a price change undertakes to notify the other party by giving notice of ....................
days.

V. PAYMENT MODALITIES. royalties

5.1. The Beneficiary undertakes to pay the franchisor the price of the products and / or services as
follows:

· Payment data ............................................. .................................................

· Place of payment ............................................. .................................................. .

· - method of payment ............................................. ..................................................

5.2. The Beneficiary will pay ................................. the franchisor up to ......... ............... of each
...................... year / month a percentage of ... ..................% of the value of the products and / or
services received, representing the royalty of the franchisor.

VI. OBLIGATIONS OF PARTIES:

6.1. The franchisor undertakes:

· To provide the beneficiary, free of charge, with the design, the necessary instructions regarding
furniture and decoration for the outlets and / or manufacturing premises, which he has previously
approved;

· To provide free technical assistance in the field of management and professional training for the entire
contractual period;

· To make available to the beneficiary the factory, trade or service mark of which he is the owner;

· To provide the beneficiary with the license and know-how of an already existing process of
manufacturing and distribution;

· To transmit to the beneficiary until the date of the exclusive use, within the territorial limits, of the
marks made available;

· Not use any other brand or name for those products other than those that were assigned to the
recipient;

· To deliver the products ordered by the beneficiary, in the quantities, qualities and deadlines which he
requested by the inscriptions, according to the 1990 INCOTERMS rule;

· Check the outlets and / or manufacturing points open by the beneficiary;

· Not to appoint, during the course of the contract, another beneficiary or distributor for the products
and / or services covered by this contract;

· To guarantee the products and / or services according to the deadlines, in annex no. ........ to this
contract;
· Stop providing certain products to the beneficiary, if justified by economic conditions;

· In the course of each year, to train a maximum of ...................... employees of the beneficiary, in
techniques and methods of distribution of the products, at its headquarters , for a period no longer than
...................... days. Expenditure on this operation (payroll, transport and accommodation of trained
staff) will be borne by the beneficiary.

6.2. The Beneficiary undertakes:

· To sell the products or to provide the services, in strict compliance with the contractual conditions or,
as the case may be, the production according to the license of the franchisor and the application of the
technical procedures received from him;

· Sell the products only in the territory determined by contract;

· To carry out investments, as appropriate, in order to implement the franchise production formula;

· Accept the franchisor's right of control;

· To carry out the entire activity under the trade name / brand of the franchisor;

· To make known to third parties and consumers that they are the beneficiary of the franchisor;

· Keep the franchisor informed on the changes in the legal, administrative and business plan in the
territory;

· To ensure a stock of products that allow for continuous activity;

· To pay to the franchisor the value of the products, to pay the royalty, under the conditions stipulated in
the present contract, and to bear the equivalent of the transport and insurance costs of the products;
· Not to disclose to third parties the know-how provided by the franchisor, both for the duration of the
contract and thereafter;

· Any contact or challenge from third parties within the territory of the trademarked brands will be
immediately brought to the attention of the franchisor by specifying all relevant aspects;

· Take any measures to prevent possible breaches or to protect trademarks.

VII. GUARANTEES

7.1. The Franchisee guarantees the products according to the warranty terms stipulated in Annex no.
......... to this contract.

7.2. The franchisor undertakes to provide, at his own expense, with the care of the beneficiary, the
service for inappropriate products. The service point will be organized according to the franchisor's
instructions, in the territory of the beneficiary, and will be used only for the products covered by this
contract.

7.3. The franchisor undertakes to provide the beneficiary with all the service documentation within
........................... days, from the opening first store.

VIII. OTHER CLAUSES

8.1. The Beneficiary will not promote the distribution of products outside the territory nor sell products
similar to those covered by this contract but will be able to honor orders for delivery of products outside
the territory issued by:

· Consumers;

· Other franchisor beneficiaries.

IX. PARTIAL INVALIDATION

9.1. The total or partial termination of the terms of the contract has no effect on the obligations already
existing between the parties.

9.2. The provisions of the preceding paragraph are not such as to remove the liability of the party which,
by its fault, caused the termination of the contract.

X. DIVISION OF THE CONTRACT

10.1. In the event that one or more clauses of this contract are declared invalid, the valid clause /
clauses will still produce the effects, unless the canceled clause / clauses are an essential obligation.

10.2. Under the conditions set out in the previous paragraph, the following obligations are considered
essential: ...................................... .................................................. .................................................. ....

XI. REMUNERATION OF RIGHTS

11.1. The fact that (one of the parties) .............................. does not insist on the strict fulfillment of the
clauses of this contract or does not exercising any of the options to which it is entitled under this
contract does not mean that it waives the rights it is entitled to under its provisions.

XII. CONTRACT TERMINATION

12.1. The Contracting Parties shall not assign the rights and obligations set forth in this Agreement to a
third party without the express agreement in writing given by the assignor.

12.2. The agreement referred to in the preceding paragraph must be communicated by the transferee
within ............... days from the date when the transferor requested this agreement; otherwise, it is
presumed that the transferee did not consent to the assignment of the contract.

XIII. MAJOR FORCE

13.1. Neither of the Contracting Parties shall be liable for the non-performance of the term and / or the
improper execution - in whole or in part - of any obligation under this contract if the non-execution or
improper execution of the respective obligation was caused by force majeure, as defined by law.

13.2. The party invoking force majeure is obliged to notify the other party, within ....................... (days,
hours), making the event and taking all possible measures to limit its consequences.

13.3. If, within .................. (days, hours) from production, the event does not cease, the parties have the
right to notify the termination of this contract without any one claiming damages.

XIV. CONSEQUENCES OF THE PURPOSES OF THE CONTRACT

14.1. In case of termination of the present contract, the beneficiary is obliged:

· To return, at his own expense, to the franchisor all products in stock that have not been paid in full;

· Pay all amounts due to the franchisor, even if such amounts have a due date after the date of the
termination of the contract.

XV. PENALTY CLAUSE

15.1. In the event that one of the parties fails to fulfill its contractual obligations or fails to do so, it
undertakes to pay the other party damages amounting to ................. ......., so: ............................ .

XVI. CONFIDENTIALITY CLAUSE

16.1. The Parties undertake to preserve the confidentiality of the data, information and documents they
will hold as a result of the execution of the terms of this contract, according to the provisions of the
undertaking, Annex no. .............

XVII. NOTIFICATIONS
17.1. In the submission of the Contracting Parties, any notification by one of them shall be valid if it is
transmitted to the headquarters provided for in the introductory part of this contract.

17.2. If the notification is made by mail, it will be sent by registered mail with acknowledgment of
receipt (A.R.) and deemed received by the recipient on the date mentioned by the receiving post office
on this confirmation.

17.3. If the notification is sent by telex or telefax, it shall be deemed to have been received on the first
working day after the one in which it was dispatched.

17.4. Verbal notifications shall not be taken into account by either party, unless confirmed, by means of
one of the modalities provided for in the preceding paragraphs.

XVIII. SOLVING LITIGATIONS

18.1. If the settlement of misunderstandings is not possible amicably, they will be submitted to the
Court of International Commercial Arbitration at the Chamber of Commerce and Industry of Romania,
according to its rules.

XIX. TERMINATION OF THE CONTRACT

19.1. This contract shall cease to have effect without the need for an arbitral tribunal / court to
intervene if one of the parties:

· Does not fulfill one of the essential obligations listed in .......... of this contract;

· Is declared bankrupt or the bankruptcy proceedings have been commenced before the start of the
execution of this contract;

· Assigns its rights and obligations under this Agreement without the other party's agreement;

· Violates any of its obligations after having been warned by written notice by the other party that a new
non-compliance will result in the termination / termination of this agreement.
Or

· Within ........ days from the date of receipt of the notice by which it has been notified that it has not
executed or inappropriately performed any of its obligations.

19.2. The party who invokes a cause of termination of the provisions of this contract shall notify the
other party at least ......... days before the date on which the cessation is to take effect.

19.3. Termination of this contract will not have any effect on the obligations already existing between
the Contracting Parties.

19.4. The provisions of this chapter do not remove the liability of the party that guiltily caused the
termination of the contract.

XX. FINAL TERMS

20.1. The amendment of this contract is only made by an addendum concluded between the contracting
parties.

20.2. This contract, together with its annexes, which form an integral part of its contents, represents the
will of the parties and removes any other verbal understanding between them, prior or subsequent to
its conclusion.

20.3. In the event that the parties breach their obligations, the failure to exercise the right to demand
the execution of the obligation exactly or by the equivalent of that obligation does not mean that it has
waived this right.

20.4. This contract was concluded in a number of ............... copies, out of which ................. today
........................., the date of his signature.
FRANCHISER, BENEFICIARY,

............................... ................... ........

LEGAL REPRESENTATIVES, LEGAL REPRESENTATIVES,

................................................ .. ..............................