Franchising

1. The parties
1.1 S.C……………….S.N.C/S.C.S/S.A/S.R.L with registered office
in……………….,………… street, number………….., block………, scale…..,
flat……, apartment……., district……..registered at Register of Companies
Office…………nr……..since……….fiscal code……..nr…….since……..nr of
account………….opened at……………according to the state’s
legislation………represented by…………..as………………., …………… citizen
with I.D Card/ Passport ………….as franchisor and
1.2 S.C……………….S.N.C/S.C.S/S.A/S.R.L with registered office
in……………….,………… street, number………….., block………, scale…..,
flat……, apartment……., district……..registered at Register of Companies
Office…………nr……..since……….fiscal code……..nr…….since……..nr of
account………….opened at……………according to the state’s
legislation………represented by…………..as………………., …………… citizen
with I.D Card/ Passport ………….as beneficiary decided to conclude this franchising
under the next conditions:
2. The contract’s object
2.1 The franchisor will put the beneficiary’s disposal the factory mark ( commerce,
services) for distribution and/or manufacture of products and/or services according
the annex ……………..at the present contract, under his name, in permanent
controlling this activity through stores and/ or unities, opened in the territory.
2.2 The beneficiary is bound to distribute and/or manufacture the products and/ or
services according the annex……………at the present contract under the name and in
accordance with the business practice of the franchisor.
3. Duration of the contract
3.1 The contract is concluded for a period of….. years, beginning
since………….until…….
3.2 The parties can prolong this contract by additional act ,signed by both parties.
4. The price of the contract
4.1 The distribution and manufacture prices for products and/or services are included in
the annex nr…………….at the present contract , prices which
include:……………….
4.2 The prices can be changed only with the writted accord of the parties. Any part who
want to change the prices is committed to notice the other part according to a notice
for….. days.
5. Payment methods
5.1 The beneficiary is bound to pay the franchisor the prices of the products and/or
services :
 -the data of payment
-the place of the payment
-the way of payment
5.2 The beneficiary will pay the franchisor until….of every year/month a percent of
…………. % from the value of the products and/or services received, representing
royalty of the franchisor.
6. Obligations of the parties
6.1 The franchisor binds:
-to provide the beneficiary with free design instructions regarding furniture and
decoration for the sales and manufacturing spaces , a space he has endorsed
- to give free technical assistance in the field of leadership and professional training
during the contract
- to give the beneficiary the manufacture mark,commerce or service
- to give the beneficiary the license and know-how of a manufacture and distribution
process
- to transmit to the beneficiary the right of excusive using and the marks until…………
- to not use another mark or name of the products, others than the products which have
been divested
- to deliver the products to the beneficiary in quantities, qualities and in terms
according INCOTERMS 1990
- to check the outles and manufactures opened by the beneficiary
- during the contract he mustn’t name another beneficiary or distributor for the products
and/or services from the contract
- to guarantee the products and/or services according the annex ….from the contract
- stop giving some products to the beneficiary if this thing is justified from economic
conditions
- during every year to train a maximum number of employees of the beneficiary in
methods and distribution techniques of the products, at its headquarter in a period not longer
than……days. The payments of this operation ( salary, transport and stay ) will be supported by
the beneficiary.
6.2 The beneficiary binds:
- to sell the products according the conditions of the contract or in case , and the
realization according the license of the franchisor and the application of technical procedures
received from the franchisor.
 - to sell the products only in the territories writted in the contract
- to make invetsments to be able to implement the production formula of the franchisor
- to accept the right of control of the franchisor
- to make the whole activity under the name or mark of the franchisor
- to make known to the consummers and third parties that he is the beneficiary of the
franchisor
- to inform permanently the franchisor about the changes in the
legislative,administrativeand affairs plan , in territory
- to ensure a stock of products to continue the activity
- to pay the products to the franchisor , to pay the royalties according the contract and to
support the payments of the transport and the product insurance
- to not say the third parties the know-how of the franchisor during and after the contract
- any touch or disproof of thord person in the territory , to the marks will be notice to the
franchisor
- will take measures to prevent possible violations or to protect the trademarks sold
7. Guarantees
7.1 The franchisor guarantee the products according the annex…. from the contract
7.2 The franchisor will pay the service for thr bad products . The service space will be on the
franchisor’s territory in the beneficiary headquarters only for the products from the contract
7.3 The franchisor binds to give the beneficiaru all documents regarding service, in
…………… days since the first opening of a store.
8. Other terms
8.1 The beneficiary wont promote the distribution of the products outside the territory and
won’t sell similar products , but he can deliver orders outside the territory to:
-consummers
- another franchisor’s beneficiaries
9. Partial invalidation
9.1 Totally or partially dissolution of the terms of the contract has no effect on already
outstanding obligations between the parties
9.2 The provisions of the preceding paragraph doesn’t remove the responsibility of the party
which for its fault finished the contract
10. Division of the contract
10.1 In case if one or more terms of the contract will be declared null, the valid term/ terms
will continue the effect, except the case in which the cancelled term / terms represent an essential
obligation
10.2 In conditions of the precededing paragraph are considered essentials next
obligations………
11. Renunciation of rights
11. 1 The fact that ( one of the parties) ……………doesn’t insist to meet all the terms in the
contract or doesn’t exercise one of the rights doesn’t mean that renounce the rights it has.
12. Assignment of the contract
12.1 The parties can’t assign the contract to a third partie without an express agreement .
12.2 The agreement of the preceding paragraph must be communicated by the assignee in
….. days since the assignor asked him to do that. Otherwise is presumed that the assignor did not
consent the assignment.
13. Major force
13.1 None of the parties is responsible of non-execution on time or/and bad execution-totally
or partially-obligations according the contract if the non -execution or bad execution was caused
by major force, as is defined in the law
13.2 The part invoking the major force is forced to notice the other part in ……….(days,
hours) before the event and to take all the measures to limit the consequences.
13.3 If in…………(days, hours) the event doesn’t stop , the parties have the right to quit the
contract without asking any damages-interests.
14. Consequences of the termination of the effects of the contract
14.1 In case of termination the effects of this contract¸ the beneficiary is required:
- to return on his money to the franchisor all the products in in stock which haven’t been
totally payed
-to pay all the amounts to the franchisor, even if the amounts have a maturity after the
date of termination of the contract
15. Penalty clause
15.1 In case one of the parties doen’t fulfill contractual obligations or respect them in a bad
way, is required to pay the other part damages-interests in a value of………in this way…….
16. Confidentiality clause
16.1 The parties undertake to keep confidentiality of the dates, information and documents
which they will hold as executing the contract’s clauses, according to the commitment ,
annex………
17. Notifications
17.1 In the agreement of the contracting parties , any notification from a part to another is
valid if is transmitted to the headquarters according the first part of the contract
17.2 If the notification is sent by postal route, it will be submitted by registered letter with
receipt and is considered received by the consignee at the data mentioned by post office
receiving this confirmation
17.3 If the notification is sent by fax, is considered received in the first workly day after the
sending
17.4 None of parties consider the verbal notifications if aren’t confirmed in a way like the
precedent paragraphs.
18. Resolution of disputes
18.1 In case disagreements are not solved by a friendly way, they will be solved in the
International Arbitration Court near Chamber of Commerce and Industry of Romania , according
its regulations.
19. Termination of the contract
19.1 The contract ends without the intervention of any court in case one of the parties:
- doesn’t execute one of the obligations stipuled in the contract
- is declared in incapacity to pay or the winding-up was initiated before starting to
execute the present contract
- assigns rights and obligations without the agreement of the other part
- doesn’t respect one of the obligations after the part was writted notificated by the
other part that a new disrespect of obligations will end the contract or in ….. after receiving the
notification that one part doesn’t respect or didn’t respect its obligations.
19.2 The part who invoque a cause of ending the contract will notificate the other part
before ………….days before starts to produce the effects.
19. 3 Termination of the contract will have no effects on already outstanding obligations
between the parties.
19.4 The provisions of this chapter shall not be removed that the part guilty caused the
ending of the contract to respond.
20. Final terms
20.1 Modification of this contract is made only with an additional document signed by the
both parties
20.2 The present contract, the annex represents the will of the parties and has no effects on
a verbal agreement between the parties before or after they signed the contract.
20.3 In case in parties don’t respect the obligations , the part who suffered damages doesn’t
ask the right to execute some money, doesn’t mean that the part give up to its right.
20.4 The present contract have been signed in a number of …….. copies , in
which……….., today………….., the date of signing.

Franchisor, Beneficiary,
………………… ……………………..
Legal representatives Legal representatives