July 2(nd), 2006

Arlene de Ross

Block A, * * * * Road, Shanghai 12A

Tel: (021) * * * * Fax: (02 1)******

E-mail: service @ * * * * * * * * * com

* * * * * Join the contract

I. Both parties to the contract

Authorized party: * * * Technology Development Co., Ltd. (hereinafter referred to as "Party A")

Legal Authorized Person:

Legal address: Block A, * * * * Road, Shanghai, China 12A Postal code: * * * *

Authorized party: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as "Party B")

Legal Representative: _ _ _ _ _ _ _ _ _

Legal address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Through negotiation, Party A and Party B reach the following agreement on Party B's exclusive operation of Party A's "* * * *" store in a specific area:

Second, the contract period

The franchise period of this contract is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.

Third, join the business.

1. Party A hereby authorizes Party B to become the "* * * *" franchise dealer in this area. After authorization, Party A will no longer grant any other enterprises or individuals the same kind of distribution rights in this area.

2. During the authorization period, when Party A provides "* * * * *" brand products to Party B, it shall ensure that the quality of the products provided conforms to the relevant national standards, and the grade is consistent with the material object, and ensure the source of goods.

3. Party B promises to pay Party A an initial fee of 20,000 yuan/store within 7 days after the signing of this contract. For the first time, all franchisees purchase "* * * *" brand products from Party A, and the supply price is not less than 10000 yuan.

4. Party A guarantees that the products delivered to all franchisees in Chinese mainland will maintain a uniform retail price.

5. Party A sells "* * * * *" brand products to Party B at a discount of 4-4.5% of the retail price (see the distribution list for details), and Party B pays off the payment in one lump sum at the time of first delivery or subsequent purchase.

6. If Party B defrauds the goods by means of fake bills of exchange or fake checks, Party A will not only hold Party B liable for breach of contract, but also ask the judicial authorities to hold relevant personnel and units criminally liable.

7. If Party B has quality problems or product mix problems after purchasing products from Party A, it can exchange them with Party A within five days from the date of purchase, but it is not allowed to return them. During the replacement process, Party B shall keep the original products intact, the packaging intact and the labels intact.

8. After the expiration of the contract, if Party B decides not to sell "* * * * * *" brand products, it can return the existing "* * * * *" products to Party A on the premise that Party B guarantees that the products are in good condition, the packaging is complete, the labels are not damaged and the shelf life has not expired. Party A will take back the returned goods at a discount of 60% of the supply price.

Three. Decoration and configuration of business premises and storefronts

1. Party B shall conduct business and promotion activities in the area agreed by both parties. Without Party A's permission, Party B shall not expand its business activities and promotional activities outside the region.

2. The franchise store is located at the location of Party B, or other locations are selected by Party B and reported to Party A for approval.

3. In order to maintain the unity of the company's brand image, Party A will carry out decoration design for the franchise store free of charge, and the decoration project will be quoted by Party A's engineering department. Party B shall pay the decoration project expenses according to the project budget, and assist in handling the relevant procedures for local construction. Party A shall deliver the store to Party B for use within days after receiving the project payment.

4 business requirements (including equipment, devices, appliances, signs, etc.). ) in the franchise stores, they are all designed and manufactured by the headquarters. For the packaging materials, promotional gifts, delivery bags and other auxiliary materials and consumables necessary for operation, franchisees need to use the products provided by the headquarters. The above expenses shall be borne by the franchisee.

Fourth, promotion and advertising.

During the authorization period of 1., Party A will assist Party B in designing the image of the "* * * *" brand, and provide Party B with corresponding product promotional materials, logos, posters and other items in time. Party A may, according to Party B's operating conditions and requirements, help Party B to carry out product publicity and promotion activities in a specific time and area. (Specific matters can be discussed separately)

2. Party A shall cooperate with Party B to carry out the overall publicity activities of the "* * * * *" brand, and Party A shall provide the promotion scheme and advertising design of the "* * * * *" brand products, which Party B shall abide by. For the products participating in the promotion activities, Party A will give preferential treatment according to the promotion discount ratio on the basis of the supply price.

3. When Party B conducts publicity and advertising activities related to the "* * * *" brand alone, it shall inform Party A in advance and obtain the consent of Party A before it can be carried out. Relevant advertising image design shall be reviewed or provided by Party A. ..

4. The profits and expenses generated by Party B's self-organized promotional activities shall be borne by Party B..

Verb (abbreviation of verb) training and guidance

1. In order to enable the franchise store to operate well, Party A shall impart necessary knowledge and management technology to the franchise store before its opening and during the execution of this contract.

2. Before the franchise store opens, the manager or two employees who can undertake it on behalf of Party A shall be sent to participate in the education and training designated by Party A, so as to acquire the knowledge and technology needed for operating the company's stores.

3. After the opening of the business, if Party A has instructions for further education, Party B must also send personnel to participate in the further education specified in the preceding paragraph according to the instructions, so as to acquire the necessary knowledge and technology.

4. Franchise stores shall bear the travel expenses for training.

5. Three days before and after the opening of the franchise store, as the operation period of the store, Party A sends personnel to the franchise store for opening and operation guidance.

6. Party B must attend the annual sales meeting and temporary operator meeting organized by Party A. Party A shall notify the meeting date four weeks in advance.

7. Except for operator meetings, Party A will send market leaders to Party B for guidance and training from time to time.

Trademarks, service marks and related rights of intransitive verbs

1. All trademarks, service marks and related rights involved in this contract belong to Party A. ..

2. Party A promises that during the execution of this contract, Party B's franchise stores can use Party A's trademarks, service marks and logos, marks, styles, labels and signboards.

3. Party B shall not use all trademarks and service marks of Party A outside the franchised store.

4. Party B shall provide good services to customers in the operation and maintain the reputation, credibility and good image of Party A's brand.

5. Both parties hereby make it clear that what Party B has obtained is the right to use Party A's trademarks and service marks and the right to sell products in the designated area within the authorized period, which does not mean any transfer or license of Party A's trademarks, brands and goodwill. After the expiration or early termination of the contract, Party B shall not continue to use the "* * * * *" brand under any pretext, and shall not engage in any commercial activities in the name of the "* * * *" brand distributor.

Seven. Restrictions on competition

1. During the contract period, if Party B intends to obtain the franchise agency of "* * * *" in its province and city, under the same conditions, Party A's franchise agency will be given priority.

2. In order to show the sincerity of cooperation with Party A, during the contract period, if Party A launches other new series of goods and services other than "* * * * * *", Party B has the priority agency.

3. During the authorization period, Party B shall not accept the authorization or entrustment of any other enterprise or individual to represent or distribute products of other brands in the franchise store.

4. Without the permission of Party A, Party B shall not transfer the distribution right granted by Party A to any third party in any form.

Eight, service quality control

1. In order to maintain the consistency of the products and services sold by the franchise stores and improve the company's image, the operation mode of Party B's franchise stores must meet the requirements and standards specified in the operation manual provided by the headquarters.

2. When Party A launches new products, Party B must purchase them according to the minimum distribution quantity or above, and put them on the shelves for sale in time.

3. Party B shall, according to the requirements of Party A, grant the customer the membership of "Rose Card" and the corresponding discount when the purchase amount reaches the specified standard, do a good job in registering and summarizing the membership information, and provide the membership information to Party A regularly every six months. Party B shall notify all members of any new product release or product promotion activities, so that members can enjoy continuous quality service from "* * * * *". Party A will visit member customers from time to time to check the service quality of Party B. ..

4. Party A shall provide regular and irregular guidance to the franchised stores in purchasing management, sales management, commodity management, commodity knowledge, health management, employee management, accounting treatment, store operation management, store display and other aspects. , and provide relevant information to help franchisees implement standardized management.

5. With the continuous increase of the number of franchisees in Party A's country, Party A will carry out information management on all franchisees. If this contract is still valid when the management is implemented, Party B shall abide by the management regulations of Party A and shall not refuse to implement it for any reason.

Nine. secret

1. Except as required by law, Party A shall not show the business report and other relevant materials submitted by Party B and the information detrimental to Party B's interests to a third party. Party B shall not disclose to a third party the commercial and technical secrets provided by Party A to Party B in accordance with the provisions of this Contract and the information detrimental to Party A's interests. Party B has the responsibility to ensure that its employees do not disclose the secrets mentioned in the preceding paragraph to third parties.

2. The confidentiality obligations of the above two parties shall remain valid after the expiration of this contract.

3. The Franchise Store Operation Manual and other documents provided by Party A to Party B according to the provisions of this contract belong to Party A, and Party B shall keep them properly. Upon termination of this contract, Party B shall immediately return it to Party A. ..

X. Transfer and inheritance of franchise stores

1. Without the prior consent of Party A, Party B shall not transfer all or part of any rights stipulated in this contract and the operation of the franchise store to a third party, nor shall it be used as a guarantee or other disposal.

2. If the business of Party B's franchise stores is likely to be interrupted due to obvious difficulties, in order to maintain the operation of franchise stores, Party B may request the headquarters to temporarily take over the business. After the headquarters confirms that the franchise store can be re-operated, it shall return the franchise right to the franchise store in time.

3. The above-mentioned gains and losses during the takeover of the operation by the headquarters belong to the franchisees, and the expenses incurred by the takeover of the operation by the headquarters shall be borne by the franchisees.

4. If Party B wants to sell franchise stores or lease stores, it shall notify Party A first, and Party A has the priority to lease.

5. In case of the above situation, both parties can negotiate to determine the distribution price and rental fee of the franchise store. If the negotiation intention cannot be established, both parties may apply for legally effective certification or evaluation, and the expenses required shall be borne by Party B. ..

XI。 Termination of contract

1. Three months before the expiration of the contract, the contract can be renewed through negotiation between both parties.

2. The renewal mentioned in the preceding paragraph shall be completed one month before the expiration of this contract. Take the new franchise contract signed by both parties as the cooperation text.

3. If both parties have no intention to continue cooperation after the expiration of this contract, Party B shall undertake the following obligations at the termination of this contract:

A, pay all expenses payable to the headquarters;

B. Return all operating manuals, confidential documents and patent information;

C. Submit the membership registration form of "* * * *" card to Party A;

D. Return, resell or destroy all signboards and materials bearing the "* * * *" business logo;

E. Cancel the industrial and commercial registration and name registration registered in the name of "* * * *".

F. Eliminate any signs related to "* * * * *" in the places, equipment and furnishings inside and outside the original franchise store;

G. If the interests of the third party are damaged due to the operation of the franchise store, Party B shall be responsible for compensating the losses.

4. When Party A undertakes the claim liability due to the behavior of the franchise store, it may require Party B to undertake the compensation sought.

Twelve. responsibility for breach of contract

1. Any party's failure or incomplete performance of its obligations under the terms of this contract shall constitute a breach of contract, and the breaching party shall bear the liability for breach of contract.

2. Both parties agree that the default amount is 10% of the total retail price of products provided by Party A previously distributed by Party B.. If the breach of contract causes losses to the other party, and the losses exceed the total amount of liquidated damages, the breaching party shall also be liable for compensation for the excess. If the breaching party fails to make corrections within 30 days after the other party puts forward written correction opinions, the other party has the right to terminate the contract and demand compensation from the other party.

Thirteen. Settlement of contract disputes

1. Any dispute arising from the execution of this contract shall be settled through friendly negotiation. If negotiation fails, both parties have the right to submit to Shenzhen Arbitration Commission for arbitration.

Fourteen others

1. This contract shall come into effect as of the date of signature and seal by both parties.

2. The original of this contract is in duplicate, each party holds one copy, and each copy has the same legal effect.

Party A: * * Co., Ltd. Party B:

Address: Address:

Telephone and fax: Telephone and fax:

Authorized representative (signature): Authorized representative (signature):

References:

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Five points that should be paid attention to when signing franchise contract

First of all, you should leave a copy of your identity, work permit and other documents as well as your contact telephone number with the other party to verify your identity and sign a formal franchise contract.

Franchise contract is the basis of future cooperation between the two chain stores, which regulates the long-term rights and obligations between the headquarters and franchise stores and is legally binding. Therefore, it is necessary to study the contents in detail and understand them one by one. If necessary, it is best to consult relevant legal experts. There are some matters that must be paid special attention to in the contract:

(1) Are the initial fees, royalties, deposits, advertising fees, service fees and other items listed? What is the actual charge? Is there a refund clause?

(2) What are the conditions for termination? Formalities or formalities? Under different circumstances, what is the return ratio and method of termination money and compensation?

(3) Are the profit distribution methods of both parties clear? Are there any other unexpected situations?

(4) What are the rights and obligations of both parties after the termination of the contract?

(5) Whether the services and guidance provided by the head office to franchisees can also be listed in detail, rather than vague explanations.