International Distribution & Developer Agreement (Comprehensive)
Note: The following forms and documents are prepared by the above under the laws and practice prevailing. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter. Readers are invited to contact the contributors regarding any questions concerning the application of the forms and documents.
INTERNATIONAL DISTRIBUTION DEVELOPER AGREEMENT
THIS INTERNATIONAL DISTRIBUTION DEVELOPER AGREEMENT is made the (...) day of (...) 20.. BETWEEN XYZ PLC whose registered office is at (...), London, England ("the Franchisor") AND ABC whose registered office is situate at (...), ............... ("the Developer")
WHEREAS:
(A) The Franchisor operates a chain of retail stores in (Country) and has established a reputation for providing high quality toys to the public under the name "Toyland".
(B) The Developer desires to sell toys to the public in ................ under the said name in accordance with the Franchisor's business formats.
(C) The Franchisor has agreed on the terms hereinafter contained to permit and assist the Developer to operate stores in ............... as aforesaid.
NOW IT IS HEREBY AGREED as follows:
Definitions
1. In this Agreement the following expression shall where the context permits have the following meanings:
(a) "at cost" means the price paid by the Franchisor for the relevant item including all carriage insurance and other direct costs incurred by the Franchisor in connection with acquiring the relevant item and delivering it to the Freight Forwarders and "cost price" shall have a corresponding meaning.
(b) "the Freight Forwarders" means [ABC Limited] or such other reputable freight forwarders in the United Kingdom as the Developer may from time to time nominate by notice in writing to the Franchisor;
(c) "the Marks" means the Toyland mark and such other trade or service marks, names, logos, symbols and emblems used by the Franchisor in the United Kingdom as may be necessary to enable the Developer to reap the full benefit of this Agreement excluding any which are not available for use within the Territory (as hereinafter defined);
(d) "Stores" means all stores opened by the Developer in the Territory under this Agreement;
(e) "the Territory" means .................;
(f) "Toys" means all toys, games, and sports and recreational equipment for children included in the Franchisor's United Kingdom catalogue during the period of this Agreement
License/Duration
2. (1) The Franchisor hereby licenses the Developer during the continuance of this Agreement to sell Toys under the Marks in accordance with the provisions of this Agreement provided always that any particular Toy shall only be sold under such mark or marks as it is sold under by the Franchisor in the United Kingdom.
(2) This Agreement shall come into force immediately and subject to earlier termination as hereinafter provided shall remain in force until 31 December (...).
(3) [N.B. RENEWAL PROVISIONS TO BE INCLUDED HERE IF CONSIDERED APPROPRIATE].
Opening of Stores
3. The Developer shall open a Store at (...), ............... within 180 days from the date of this Agreement and thereafter shall open at least one new Store in the Territory in 20.. and each succeeding year during the period of this Agreement except for the last year.
4. In relation to any proposed new Store the Franchisor shall within sixty days following receipt of appropriate final plans of it submitted by the Developer prepare for the Developer free of cost a suitable design which shall include all necessary shop drawings, specifications of materials and shop fittings.
5. The Franchisor shall at the Developer's request introduce the Developer to shop fitting companies with whom the Franchisor has previously dealt and advise the Developer regarding shop fitting materials.
6. Each Store opened by the Developer shall be in a prime location with a minimum street footage of (...) feet and a minimum ground floor footage of (...) square feet.
7. The Developer shall supply the Franchisor with quality photographs of any building (and its surrounds) which the Developer is contemplating acquiring for the purpose of a new Store and shall not proceed with such acquisition if within thirty days the Franchisor raises reasonable objections to the proposed new Store.
8. The Franchisor shall if requested to do so in writing by the Developer supply the Developer at cost (inclusive of delivery to the Freight Forwarders) with all or any of the shop fittings required for a new Store. The Franchisor shall use all reasonable endeavours to deliver any shop fittings ordered by the Developer to the Freight Forwarders within sixty days of the placing of the relevant order.
9. The Franchisor shall for a period of ten days before the opening of each of the first two Stores under this Agreement provide three managers with experience of opening new stores to train the Developer's staff and assist in preparing the relevant Store for trading.
Training
10. Within 90 days from the date of this Agreement the Franchisor shall provide the Developer's General Manager with three weeks training in the United Kingdom in the operation of a Toyland Store. The General Manager's travel and accommodation expenses shall be paid for by the Developer.
11. (1) The Developer agrees that its General Manager shall from time to time attend such further training and instructional courses as the Developer may reasonably specify in order to ensure that the Developer continues to provide the high standards of expertise and service associated with the Marks. All transport, accommodation and subsistence costs of the General Manager relating to such training shall be borne by the Developer.
(2) The Franchisor agrees that the Developer may at its own expense arrange for not more than two of its employees at any one time to visit the Franchisor in the United Kingdom in order to study the Franchisor's method and to make notes and schedules relating thereto PROVIDED ALWAYS THAT no such visit shall last for more than five days and the total number of employees involved in such visits in any year shall not exceed six.
Manual and Know-how
12. The Franchisor shall from time to time make available to the Developer free of cost all technical administrative and operational know-how made available to its stores in the United Kingdom. In particular but not by way of limitation the Franchisor shall provide the Developer with the Franchisors Training Manual, Display Manual and Operations Manual and all updating and replacement material and manuals prepared by the Franchisor during the period of this Agreement. The copyright in all such manuals and any translations thereof, together with any other material shall remain vested in the Franchisor.
13. The Developer shall not make use of any manuals, know-how, designs or other trade secrets of the Franchisor other than for the purpose of opening Stores and carrying on business at them.
The Franchisor's Right to Withdraw Toys
14. The Franchisor shall be under no obligation to continue to supply Toys which it withdraws from or discontinues supplying to its own stores in the United Kingdom. In addition the Franchisor shall have the right for good cause to refuse to supply any Toy which it considers to be unsuitable for delivery to or sale in the Territory.
15. The Franchisor shall be entitled by notice in writing to require the Developer to cease selling any Toys held in stock by the Developer of a kind which the Franchisor has withdrawn from its UK Stores in which event the relevant provisions of Clause 44 (Defective Toys) shall apply.
Trade Marks
16. The Franchisor hereby undertakes to procure that so far as may be permitted by any applicable laws and regulations of the Territory the Developer shall be granted licenses for the sole and exclusive use in the Territory of the Marks.
17. In the event that:-
(a) any infringement or threatened infringement of any of the Marks by a third party in the Territory shall at any time come to the knowledge of the Developer, or
(b) any claim or potential claim shall be made against the Developer in the Territory alleging that the Developer's use of any of the Marks in the Territory infringes any trade mark or other industrial property belonging to such third party, the Developer shall forthwith notify the Franchisor in writing specifying all relevant particulars.
Thereafter Developer shall take such steps as Franchisor may reasonably request to prevent any such infringement or threatened infringement or to defend or protect against any such claim or potential claim including but not by way of limitation commencing or defending court proceedings in accordance with Franchisor's reasonable instructions. Franchisor shall itself be entitled to have to take the conduct of any such court proceedings (whether in its own name or that of Developer). Any costs incurred by Developer or Franchisor pursuant to this clause shall, unless otherwise agreed, be shared equally between them.
18. The Developer shall use the Marks only in relation to the sale of Toys and in such forms, styles, designs, sizes and colours as may from time to time be authorised by the Franchisor in writing. The Franchisor undertakes not to use any name or mark other than the Marks in connection with the sale of Toys. In addition the Franchisor shall not either during or after termination of this Agreement use in connection with the sale of any other goods any name or mark liable to be confused with any of the Marks.
19. The Developer hereby agrees that it shall not at any time whether during or after termination of this Agreement change its name or its corporate name to a name which includes any of the Marks.
20. In the event of the termination or expiry of this Agreement howsoever occurring the Developer's license to use the Marks hall immediately cease and the Developer shall perform such acts and execute such documents as shall be required in order to ensure that the sole and exclusive right to use the marks in the Territory is vested in the Franchisor.
Conduct of Business
21. The Stores shall be used exclusively for the sale of Toys supplied by the Franchisor, other Developers and suppliers approved by the Franchisor in writing.
22. The Developer shall ensure that the retail business conducted at the Stores conforms with the high standards associated with the Franchisor and shall comply with all reasonable instructions and requests by the Franchisor regarding the operation of the said business. The said business shall be conducted exclusively under the Marks and in accordance with business formats laid down by the Franchisor. The Developer's staff at the Stores shall wear uniforms stipulated by the Franchisor after consultation with the Developer which shall be supplied by the Franchisor to the Developer at cost.
23. The Developer shall use in the Stores only such signs, packaging materials display items and other presentational items as are consistent with the Franchisor's standard store image. The Developer may order from the Franchisor supplies of any such items which are used in the Franchisor's Stores in the United Kingdom and the Franchisor shall supply them at cost price.
24. The Developer shall on [its stationery] [on all letters to persons other than customers] [and by notice in each Store] indicate in a manner approved by the Franchisor that the Developer is carrying on business as a developer of the Franchisor.
25. The Developer shall carry on business at each Store for its own account and at its own risk in an efficient and courteous manner and shall not do anything which will or may bring the name or reputation of the Franchisor into disrepute. The Developer shall perform all its contractual and other legal obligations to customers of the Developer and shall indemnify the Franchisor against all liabilities arising from any failure to do so. Any complaints or claims made by customers shall be dealt with by the Developer in a fair and reasonable manner.
26. The Developer shall use its best endeavours to arrange for customers who hold (...) or (...) credit cards to be able to use them in the Stores.
27. The Developer shall keep each Store open and fully staffed during normal shopping hours in its vicinity. Executives of the Franchisor shall be entitled to visit and inspect all parts of each Store at any time during normal working hours. Twice a year the Franchisor shall send one of its Managers to conduct a formal pre-arranged inspection of each Store to monitor trading standards.
28. The Developer shall sell Toys at competitive prices provided always that the Developer shall not be under an obligation to sell any Toy at a price less than ten per cent higher than the price at which the Developer buys it.
29. The Developer shall effect any necessary registration of this Agreement in the Territory and shall comply with all relevant laws and regulations in the Territory relating to the conduct of the Developer's business. The Developer shall at all times keep the Franchisor informed of all relevant import or other regulations of the Territory relating to the Toys.
Ordering Procedures
30. Not later than sixty days before the planned opening of a Store the Developer shall place with the Franchisor an order for such amounts of the Toys as will ensure that on the opening day the Store is fully stocked with a credible range of the Toys.
31. For ordering and reporting purposes each Stores shall operate trading periods of four weeks ("Trading Periods"). In the fourth week of each Trading Period and at such other times as the Developer may think fit the Developer shall submit to the Franchisor by facsimile transmission such orders as may be required in order to ensure that each Store remains fully stocked with a credible range of Toys. If any order or part thereof is expressed in general or ambiguous terms the Franchisor shall be entitled to allocate such Toys to it as the Franchisor may reasonably think fit.
32. The Developer shall comply with such reasonable administrative systems and procedures relating to the ordering and supply of Toys as may from time to time be specified in writing by the Franchisor. In addition the Franchisor and the Freight Forwarders shall follow such reasonable instructions regarding taking and checking deliveries and related matters as the Franchisor may from time to time notify in writing.
33. The Franchisor shall respond to orders from the Developer no less favourably than it responds to orders from its own Stores in the United Kingdom. Save for any breach of this obligation the Franchisor shall have no liability to the Developer for any delay in supplying Toys or other items ordered by the Developer.
Price
34. The price payable by the Developer for Toys supplied by the Franchisor shall be [the Franchisor's then current UK retail price for the relevant Toy less a (...)% discount] [the cost price of the relevant Toy together with a mark up of (...)%]. Such price is inclusive of carriage and insurance costs incurred in delivering Toys to premises of the Freight Forwarder in the South East of England.
Delivery and Risk
35. Toys ordered by the Developer shall be delivered by the Franchisor to the Freight Forwarders at premises in the South East of England as specified in the relevant order. The Developer shall bear all charges of the Freight Forwarders. The Freight Forwarders shall act as the Developer's agent and shall be responsible for the preparation and processing of all necessary export documentation.
36. The risk in all Toys and other items supplied by the Franchisor under this Agreement shall pass to the Developer at the time of their delivery to the Freight Forwarders. The Franchisor shall in no circumstances be liable to the Developer in respect of any loss, theft or damage occurring after risk has passed. Nor shall it be liable for any earlier loss or damage in transit unless;- (a) if the loss or damage is apparent at the time of the delivery to the Freight Forwarders it is notified by them to the Franchisor by facsimile or telex within 72 hours of such delivery; or (b) if not so apparent, it is notified by the Developer as aforesaid within 72 hours of delivery to the Developer in ..................
(Excerpt)
Premium Contract: Ready to fill-in and print. Instant download only $99.00!
How to prepare legal forms (click 
Premium Contract: Ready to fill-in and print. Instant download only $99.00!