Franchise Agreement

FRANCHISE AGREEMENT

This Franchise Agreement is made by ABDURRAHMAN YUSUF, 60 years old, Indonesian, as the director represents BURGER QUEEN, a restaurant organized and existing under Indonesian Law, located at: Jalan Ir.Soekarno  No. 112 Central Jakarta, Indonesia hereinafter called FRANCHISOR.  And MEGAN VANOOR H.S, 46 years old, Singaporean, lives at Li Po Avenue, District 26, Singapore hereinafter called FRANCHISEE. 

Preambule of Consideration

A. The Franchisor operates a number of retail outlets for the sale of Burger Queen and related products, in connection with the “Burger Queen” name and the franchisor’s distinctive plan of food service operation.

B.  Franchisee desires to operate a restaurant under the Franchisor’s name and to utilize the Franchisor’s plan of food service operation, all in accordance with the terms, covenants and conditions of this Agreement.

C.  Franchisee understands that the success of the business contemplated by this Agreement is subject to substantial risks and depends in large part on the business ability of Franchisee and its active participation in the development and management of the franchise business

On Tuesday May, 24^th 2016 at Burger Queen Restaurant Jalan Ir.Soekarno  No. 112 Central Jakarta both parties are agree to enter into franchise agreement under this following terms;

CHAPTER I

SCOPE OF AGREEMENT

Article 1

Intellectual Property Right of Franchisor

Franchisee has developed methods for establishing, operating, and promoting business of Burger Queen restaurant using of “Burger Queen” trademarks and service marks related to trade name, logo types, insignias, trade dress designs and commercial symbols as Franchisor’s property rights, (Registered No. 416, 1356, Burger Queen on January, 13^th 2003 in Director General of of Intellectual Property Right of Republic of Indonesia) and the Franchisor`s proprietary methods of doing business (the Licensed Methods).

Article 2

Scope of Business

1.      The Franchisor grants to the Franchisee, and the Franchise accepts from the Franchisor, the right to use the Marks and Licensed Methods in establishment and operation of a “Burger Queen” franchise. The franchise agrees to use the Marks and Licensed Methods, as they may be changed, improved, and further developed by the Franchisor from the time to time, only in accordance with the terms and conditions of this Agreement.

2.       The franchisor’s operation of retail outlets for the sale of “Burger Queen” and related products, which plan includes but is not limited to the “Burger Queen” Marks and the Operations Manual, policies, standards, procedures, employee uniforms, signs, menu boards and related items, and the reputation and goodwill of the Franchisor’s chain of restaurants (collectively, the “Burger Queen System”).

3.      The Franchise agree to faithfully and honestly perform the Franchisee`s obligations, and continuously efforts to promote the “Burger Queen” franchise.

4.      The Franchisee agrees to utilize the Marks and Licensed Methods to operate to operate all aspects of the business franchised in accordance with the methods and systems developed from time to time by the Franchisor.

5.      The Franchisee`s shall offer such products and services as the Franchisor shall designate and shall be restricted from manufacturing, offering or selling any products or services not previously approved by the Franchisor in writing.

6.      The Franchisee`s Burger Queen must feature Burger Queen brand items manufactured by the Franchisor or its designated suppliers.

7.      Franchisee understands and agrees that strict adherence to these standards, policies, procedures and requirements are essential to the value of the Burger Queen System and the Burger Queen Marks.

Article 3

Rights and Obligations

1.      The Franchisor has right to;

a.       Get the Royalty from Franchise Agreement by granting License for franchise.

b.      Set Operations Manual, policies, standards, procedures, employee uniforms, signs, menu boards and related items of the Business.

2.      The Franchisor is oblige to;

a.       Giving legal or business advice to the Franchisee.

b.      Giving training on business maintenance and strategy to the franchisee

3.      The Franchisee has right to;

a.       Make new materials inside burger accordance with customary of certain region and to adjust the needs of certain region but does not change the standards and ingredient s of the menu.

b.      Get training and advice from the franchisor

4.      Franchisee is oblige to;

a.       Paying Royalty of the Franchise License to the Franchisor.

c.       Fulfill and implement well the Operations Manual, policies, standards, procedures, employee uniforms, signs, menu boards and related items of the Business.

b.      Maintain and improve the Reputation of the restaurant.

CHAPTER II

BUSINESS ACTIVTIES

Article 4

Restaurant Maintenance and Repair

1.      Maintenance and repair of the Restaurant are the sole responsibility and shall be done at the expense of Franchisee. For the term of this Agreement, Franchisee, at its sole cost and expense, shall maintain the Restaurant and the Location, including, but not limited to, the Restaurant building, the Location and parking lot, equipment, decor, furnishings, fixtures, wares, supplies, and inventory, in good working order and condition and in compliance with all laws.

2.      Franchisee shall replace any of the Restaurant’s decoration, equipment furnishings, fixtures and etc. if the company give notice to the changing of the concept of restaurants.  All replacement equipment, furnishings and fixtures shall comply with the Company’s then-current requirements and specifications.

3.      Franchisee agrees that it shall not make any addition to or change in the physical appearance, decor, characteristics or style of the Restaurant without the prior written consent of the franchisor.

4.      Franchisee shall at all times operate its Restaurant as a clean, safe, sanitary, and orderly accordance with the regulation of franchisor.

Article 5

Operation Manual

1.      The Franchisor agrees to loan the Franchisee one or more manuals covering ordering of supplies, manufacturing, processing, and stocking and other operating and in – store marketing techniques.

2.      The franchisee agrees to use the Marks and Licensed Methods only as specified in the Operation Manual. The Operations Manual is the sole property of the Franchisor and shall be used by the franchisee only during the term of this Agreement,

3.      The Franchisee shall not duplicate the operations Manual or disclose its contents to persons other than its employees or officers who have signed the form of confidentially and Non- Disclosure Agreement.

4.      The Franchisee shall return the Operations Manual to the Franchisor upon the expiration.

5.      The Franchisor reserves the right to revise the Operations Manual from time to time to update or change operating, standards.

Article 6

Training

1.      Franchisee shall have successfully completed Franchisor’s initial training program and be actively engaged in the management and day-to-day operation of the Restaurant.

2.      The Restaurant shall be managed by not less than four (4) managers (which need not be Franchisee) who have successfully completed the Franchisor’s initial training program and have received the Safe certification and who will assume responsibility for the day-to-day management of the operations of the Restaurant, including the preparation of food products, accounting and the supervision and training of personnel.

3.      Each of such trained managers of the Restaurant shall devote at least forty (40) hours per week to management responsibilities and shall be at the Restaurant during open and operating hours for that amount of time.

Article 7

Business Area

This Franchise License shall only be given for the Franchisor for opening and running the restaurant in Singapore area.

CHAPTER III

ROYALTY

Article 8

1.      The initial franchise fee of Thirty Thousand Dollars ($30,000.00), payable as follows:

a.       Twenty Thousand Dollars ($20,000.00) upon execution of this Agreement (and within 30 days of delivery of execution copies of this Agreement to Franchisee); and

b.      Ten Thousand Dollars ($10,000.00) on the 12 months after execution of this Agreement;

c.       All such payments shall be made by cashier’s check or other form of payment acceptable to the Franchisor. Franchisee hereby acknowledges and agrees that the grant of this franchise and the agreements of the Franchisor contained in this Agreement constitute the sole and only consideration for the payment of the initial franchise fee and the initial franchise fee shall be fully earned by the Franchisor upon execution of this Agreement.

d.      In that regard, upon the payment of any portion of the initial franchise fee, the entire initial franchise fee shall be deemed fully earned and non-refundable in consideration of the administrative and other expenses incurred by the Franchisor in granting this franchise and for the Franchisor’s lost or deferred opportunity to franchise to others.

2.      A weekly royalty fee in the sum of four percent (3%) of Franchisee’s weekly Gross Sales. Such fee, which shall be used for advertising, public relations and promotion and for the creation and development of advertising, public relations and promotional campaigns

3.      The amount of all sales taxes, use taxes and similar taxes imposed upon or required to be collected or paid by the Franchisor on account of goods or services furnished to Franchisee by the Franchisor, whether such goods or services are furnished by sale, lease or otherwise. Franchisee shall reimburse the Franchisor for the invoice amount within seven (7) days after the invoice has been delivered to Franchisee.

CHAPTER IV

TIME PERIOD OF THE AGREEMENT

Article 9

Time period

The term of this Agreement begins on the date this Agreement, and valid until three years after the date of the Agreement.

Article 10

Termination of the Agreement

1.      The Agreement can be terminated under the following reason;

a.       Based on the Agreement of both Parties

b.      By Laws and Regulation

c.       Judge Decision

2.      The death of the Franchisee is cannot be the reason to terminate the Agreement, the License of right Franchise will be directly transferred in to the Franchisee’s Heir.

Article 11

Extension and Renewal

1.      The Agreement cannot be extended

2.      If the Agreement’s period of time is expired, but the parties want to continue the franchise relationship, the parties shall renew the agreement at least 6 months before the expired period.

CHAPTER V

DISPUTE SETTLEMENT

Article 12

Any differences which may arise between parties in respect of defines legal relationship whether contractual or non-contractual, shall be settled by mediation, maximum 20 days after the dispute arise.

Article 13

Arbitration

1.      If the Parties fails to reach settlement in maximum 30 days by mediation, the dispute may be settled by arbitration.

2.      The Arbitration body chosen to settle the dispute arising from this agreement is Badan Arbitrase Nasional Indonesia (BANI) and shall be conducted under the Rules of Procedure of the body.

3.      The seat of arbitration is Jakarta, Indonesia.

4.      The dispute resolution process shall be governed by and determined in accordance with the substance laws of the State of Indonesia which laws shall prevail in the event of any conflict of laws.

Signature

This agreement is valid and the parties are agree and aware responsible for each rules of the agreements and the consequences arise from such agreement

Franchisor                                                    Franchisee          

In witness whereof, this Agreement has been executed by the parties hereto as of the date first set forth above.

1.............................

2.............................

3.............................

4.............................