Other Publications

For the purpose of this Contract, the following expressions shall bear the respective meaning set forth below.

Business: means the business of providing ___________ ¹¹, when conducted in conformity with the System.

Confidential Information: means the information defined in Article 17.

Contract: means this franchise contract.

Effective Date: means the date as defined in Article 25.1.

Gross Sales: means the gross turnover derived from operating the Business, regardless of whether the business is operated in compliance with the System. This includes the supply of all Products by the Franchisee whether or not invoiced, but excluding (i) value added tax (VAT) and/or other sales taxes, (ii) any customer refunds or allowances, and (iii) all discounts made or given by the Franchisee as part of any special promotion required or authorized by the Franchisor.

Initial Fee: means the fee defined in Article 23.

Initial Term: means the initial term as defined in Article 25.

IP Rights: means the package of industrial and intellectual property rights including without limitations, trademarks, trade names, domain names, trade secrets, shop signs, logos, insignia, utility models, designs, copyrights, know-how, drawings, plans and/or patents held by the Franchisor for the operation of the Business hereinafter listed in Annex 1, including but without limitation all such rights as are comprised within the System and the Manual.

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Know-how: means the package of non-patented practical information, resulting from experience and testing by the Franchisor, which is deemed by the Franchisor necessary or useful for the operation of the Business. Such information may be in writing (e.g. in the Manual) or transmitted orally (e.g. in the context of training).

This is not a wide notion of know-how which may also include information which is not secret, nor substantial, since the purpose of the agreement is to comprise all the practical information transmitted to the franchisee. It should be noted that some antitrust laws (see, for instance, Regulation 330/2010, Art. 1(g)) refer to a stricter notion of know-how (e.g. secret, substantial and identified know-how) for the purpose of identifying franchise agreements which benefit from less stringent rules. (See Introduction, § 9).

Manual: means the operating manual produced by the Franchisor as amended from time to time by the Franchisor describing the System and including the approved products and supplies manual, the furniture, fixtures and equipment guide¹².

Minimum Advertising Expenditure: means the expenditure as defined in Article 16.3.

Minimum Royalty: means the royalty as defined in Article 23.2.3.

Patents: means the patents (if any) listed in Annex 1.

Premises: means the point of sale operated by the Franchisee, defined in Annex 2-A.

Products: means the products to be sold from the Premises by Franchisee according to the System, defined by the Franchisor and listed in Annex 3, as may be amended from time to time by the Franchisor by written notice.

System: means the IP Rights, Know-how, confidential information and distinctive business format and methods implemented by the Franchisor in connection with the Business comprising without limitation, certain operational methods and techniques, technical assistance and training in the operation, management and promotion of the Business, specialized reporting, book-keeping and accounting methods and documents, and advertising and promotional programs, all of which may be changed, improved and further developed by the Franchisor and part of which is set forth in the Manual.

Territory: means the territory set forth in Annex 4.

Trademarks: means the trademarks listed in Annex 1.

Trade Names: means the trade names listed in Annex 1.

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