Franchisor has expended time, effort and money to develop and protect business plans, procedures, training programs and marketing identity in connection with the operation of The Car Wash Guys System


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CAR WASH GUYS
INTERNATIONAL FRANCHISE AGREEMENT

This Franchise Agreement (the “Agreement”) is made by and between CAR WASH GUYS (“Franchisor”) and ______________________________________________ (“Franchisee”).

RECITALS





  1. Franchisor owns a major amount of proprietary know-how and trade secrets relating to the establishment, marketing, promotion and operation of businesses in the United States that provide washing and cleaning of automobiles, trucks, etc. and related services (“The Car Wash Guys System”).



  1. Franchisor has expended time, effort and money to develop and protect business plans, procedures, training programs and marketing identity in connection with the operation of The Car Wash Guys System.





  1. Franchisor has rights in the United States and has applied in your country for such rights, to use and to license the use of the service mark and name “The Car Wash Guys” and accompanying distinctive logo and anticipates developing additional trademarks, trade names, service marks and other commercial symbols (such as marks now existing or as they may be developed hereafter being referred to herein as the “Marks”). The status of the Marks in your country is set forth in the attached Exhibit 2.




  1. Franchisor maintains high standards of quality for its products and services such that valuable goodwill is attached to the Marks.

  2. Franchisee desires to obtain the right to own and operate a franchised Car Wash Guys business on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the parties agree as follows:



  1. FRANCHISE AND TERM




  1. Grant of Franchise


Franchisor grants to Franchisee, and Franchisee accepts, the right to use the Marks and the Car Wash Guys System of Franchisor in the operation of a business (the “Franchised Business”) at a location (as defined below) in the country of Spain (the Marketing Area") on the terms and conditions set forth in this Agreement. Franchisee may not use the Marks in any other business or offer any products or services which are not included within the Franchised Business without the prior written consent of Franchisor. Franchisee must provide: (1) mobile car washing and waxing services (the “Core Services”). At Franchisee’s election (which election may be made at the date hereof or at any time during the term of the Agreement), Franchisee may provide fleet washing (“Optional Services”). Franchisor reserves the right to introduce or eliminate any Core Services and Optional Services during the term of this Agreement as part of the Car Wash Guys System, provided any such additions must relate solely to cleaning, washing and waxing of automobiles and fleets of trucks. Franchisee shall be required to provide all such services that Franchisor designates as Core Services. In the event that, subsequent to the date hereof, Franchisee elects to provide any Optional Services offered as part of The Car Wash Guys System other than those listed herein, they must receive written permission. To the extent that Franchisee elects to provide any Optional Services during the term of this Agreement, including any renewal hereof, Franchisee shall at all times thereafter continue to provide such Optional Services unless and until Franchisor eliminates such service from The Car Wash Guys System. The Core services and any Optional Services which Franchisor elects to provide during the term of this Agreement are collectively referred to as the “Services”.
1.2 Marketing Area
Franchisee is hereby granted a nonexclusive Marketing Area defined by geographic boundaries as determined by Franchisor in its sole discretion after giving considerations to relevant demographic information, including the number of vehicles, population and demographics, the actual boundaries off which are set forth on Exhibit 1 attached to this Agreement. Franchisee may not conduct any advertising that is circulated outside the Marketing Area or otherwise solicit customer accounts that are located outside the Marketing Area without the prior written consent of Franchisor. Franchisee may not solicit customers within the Marketing Area with respect to Services that would be provided to such customers both within and outside the Marketing Area (such customer being referred to as a “National or International Account”) without the prior written consent of Franchisor.
In the event Franchisee enters into an agreement to provide Services to a National or International Account, Franchisee’s agreement in respect thereof must provide that Services for locations other than in the Marketing Area must be subcontracted to other Car Wash Guys franchisees in their licensed marketing areas (“Other Franchisees”), if any. Franchisor, in its discretion, may establish other franchisees who may advertise and solicit customer accounts within the Marketing Area and who may be in competition with Franchisee. In addition, Franchisor retains the right to solicit and sell National or International Accounts within the Marketing Area, including but not limited to solicitation and sales via direct marketing campaigns, telemarketing, and by use of the Internet and other on-line computer networks.
Franchisee may not, directly or indirectly, sell, offer to sell, or provide any of the Services to any person or legal entity that is under contract with, is a current customer of, or was invoiced within the previous six (6) months (“Customer Accounts”) by, another Car Wash Guys franchisee who has been granted a marketing area that overlaps (in part or whole) with the Marketing Area described in this Section 1.2 and Exhibit 1 of this Agreement (“Overlapping Franchisee”). The provisions of this paragraph shall apply only to Customer Accounts in which the customer is located in both Franchisee’s Marketing Area and in a Overlapping Franchisee’s marketing area (“Overlapping Territory”), and are intended to be broadly interpreted to prevent Franchisee from directly or indirectly interfering with any of the customer relationships that have been established by an Overlapping Franchisee in Overlapping Territory. The provisions of this paragraph shall not apply if Franchisee obtains written permission, granted by the President, Vice President or Continent Franchisor Director (CFD) of the Franchisor, to engage in conduct that otherwise is prohibited in this paragraph. If Franchisee violates any of the provisions of this paragraph, Franchisee shall pay to the Overlapping Franchisee(s) forty-three point five percent (43.5%) of the revenue derived from the Customer Accounts that caused Franchisee to violate this paragraph. Such revenue must be paid to the Overlapping Franchisee(s) with ten (10) calendar days of receiving such revenue, for so long as Franchisee receives revenue from those Customer Accounts. This paragraph shall be effective only if an Overlapping Franchisee is subject to the same or similar provisions of this paragraph.
Franchisee has the option to subdivide the Marketing Area. If Franchisee exercises their option to subdivide the Marketing Area the following provisions must be satisfied:


  1. Franchisee must prepare in the English language, and translate into the language of the Marketing Area, if necessary, a Franchise Agreement for use in the subdivision of the original Marketing Area at Franchisee’s sole expense.




  1. This Franchise Agreement must state that the Franchise System under consideration is part of a larger international system based in the United States with a California Franchisor.




  1. This Franchise Agreement must state that, if the original Franchisee of the master Marketing Area is terminated or leaves the System, all rights and obligations of this original Franchisee will revert back to the Franchisor, Car Wash Guys.




  1. This Franchise Agreement must state that, if the original Franchisee of the master Marketing Area is terminated or leaves the System, all contracts and agreements of this Franchisee are or may be terminated. If the contracts and agreements are terminated the Franchisees of the subdivisions of the original Marketing Area must will cease and desist from all use of the Marks. All rights of the Franchisees of the subdivisions will terminate and they will be required to fulfill the duties delineated in Section 6.2 Rights and Duties of Parties Upon Expiration or Termination. The Franchisees of the subdivisions will be required to sign the standard form Franchisee Agreement then being offered to new System international franchisees should they wish to continue their Franchised Business.




  1. Franchisor must approve this Franchise Agreement before it can be presented for use in the subdivision of the Marketing Area.


Franchisee, as an individual, a corporation, a general or limited partnership, a limited liability company, any other legal entity or upon transfer to such entity, may not prepare for nor participate in the conversion of their Franchised Business to a public offering or for the merger, consolidation or reorganization of their Franchised Business into a legal entity that is a public company without prior written consent of Franchisor.
1.3 Term
1.3.1 Initial Term
This Agreement is effective and binding for an initial term of ten (10) years commencing on the date of its execution by Franchisor, unless sooner terminated as provided herein.
1.3.2 Renewal Term
Subject to Section 1.3.3, Franchisee may renew its right to operate as a franchisee of Franchisor for three (3) successive ten (10) year terms on the same terms and conditions on which Franchisor is then customarily granting new franchises; or, if Franchisor is not then granting any new franchises, then on the same terms and conditions on which Franchisor is then customarily granting renewal franchises by executing the then current form of such agreement. Franchisee will not be required to pay a renewal fee upon exercise of such right. The Franchisee must give Franchisor written notice of intent to renew such right not more than one hundred eighty (180) calendar days nor less than ninety (90) calendar days prior to the expiration of the preceding term.
1.3.3 Refusal to Renew
Notwithstanding the foregoing provisions, Franchisor will not be obligated to renew Franchisee’s rights to operate as a franchisee of Franchisor if Franchisee has failed to perform fully Franchisee’s duties, obligations and covenants during the preceding term or is then in default of any provisions of this Agreement.
1.4 Possible Expansion

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