Franchise Agreement Dated Oct 2, 2004

Exhibit 10.30 FRANCHISE AGREEMENT THIS FRANCHISE AGREEMENT is made as of the 15 day of October, 2004.BETWEEN: LULULEMON ATHLETICA INC . , a corporation incorporated
under the laws of Canada, having its registered office at 1945
McLean Drive, Vancouver, B.C., Canada V5W 3J7(the " Franchisor" or " Lululemon" )AND: LULULEMON ATHLETICA (AUSTRALIA) PTY. LTD.
ACN 110 186 233, a corporation incorporated under the laws of
Australia, having its registered office at 208 Chapel Street,
Prahran, Victoria 3141(the " Franchisee" ) RECITALS WHEREAS: A. Franchisor has developed a format, system and plan for the operation of retail stores featuring and offering for sale Lululemon Athletica trade-marked clothing and accessories, and related products and services, all of controlled quality, in accordance with Franchisor' s prescribed standards, specifications, policies and procedures, under the name, trade mark and style of " Lululemon Athletica" (the " system" ); B. Franchisor owns and controls the trade name and trade mark Lululemon Athletica and related trade marks and designs used in connection with the franchised business and system (the " Marks" or the " Trade Marks" ); and C. Franchisee has applied for a franchise to operate a Lululemon Athletica retail store utilizing and in conformity with Franchisor' s Winning Formula, business method (including the 80/20 Store Operations Guide), format and system and the Trade Marks, at one or more approved retail locations, and to distribute Lululemon Athletica trade-marked clothing and accessories at such approved retail locations within the Franchised Territory set out below, and Franchisor has agreed to supply Lululemon Athletica trade-marked clothing and accessories and to grant such a franchise to Franchisee upon the terms and conditions of this Agreement.NOW THEREFORE in consideration of the premises and of the mutual covenants and agreements herein contained, and for other consideration acknowledged by the parties to be of good and sufficient value, the parties agree as follows: 1. Definitions


In this Agreement, the following capitalized terms shall have the following meanings unless the context requires otherwise: (a) " Agreement" means this Agreement and all schedules thereof and any subsequent agreement in writing which amends or supplements this Agreement; (b) " Applicable Taxes" means all taxes, duties, levies and other governmental charges levied from time to time in respect of the sale of the Products by Lululemon to Franchisee including, without limitation, all federal, state, district and regional sales, excise, value added, consumption, social services and goods and services taxes, but excluding all such taxes, duties, levies and other governmental charges levied from time to time in respect of Lululemon' s income, capital, business premises, facilities, equipment or operations, or the procurement by Lululemon of any materials, supplies or subcontract work; (c) " Approved Retail Location" or " Approved Retail Locations" means the retail location or locations which has or have been approved by Lululemon for the operation by Franchisee of a retail sales outlet or retail sales outlets as set forth in Schedule " C" , as may be amended or supplemented from time to time; (d) " Commencement Date" means the Commencement Date as set forth in Schedule " C" ; (e) " Effective Date" means the Effective Date as set forth in Schedule " C" ; (f) " Focus Area Exclusive Zone" means the Focus Area Exclusive Zone as set forth in Schedule " C" ; (g) " Franchise" means a business operated by a Franchisee which is engaged in the retail sale of Lululemon Products in the Territory or any part thereof; (h) " Franchise Agreement" means an agreement between Lululemon and a Franchisee or prospective Franchisee the subject matter of which relates to the acquisition or operation of a Franchise; (i) " Franchise Fee" means a direct or indirect payment (whether payable on a one-time or recurring basis) which is required to be paid by a Franchisee to Lululemon, or to any affiliate of Lululemon, as consideration for the grant of a right to acquire or operate a Franchise; (j) " Franchised Territory" means the same thing as " Territory" ;

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(k) " Franchisee" means the Franchisee under this Agreement as the authorized retailer of Lululemon Products at an Approved Retail Location or Approved Retail Locations; (l) " Gross Sales" means, for a specified period, the gross sales of all Products sold by Franchisee at an Approved Retail Location during that period less: (i) returns of Products at the Approved Retail Location during that period, (ii) refunds and allowances made by Franchisee at the Approved Retail Location during that period, (iii) store credits redeemed by Franchisee at the Approved Retail Location during that period, (iv) amounts received by Franchisee from the sale of gift certificates at the Approved Retail Location during that period (it being understood and agreed that the redemption of gift certificates will be included as Gross Sales for the period in which they are redeemed), and (v) amounts collected by Franchisee at the Approved Retail Location during that period on account of taxes; (m) " License Agreement" means the same thing as " Franchise Agreement" , except as may otherwise be specified in this Agreement; (n) " License Fee" means the same thing as " Franchise Fee" , except as may otherwise be specified in this Agreement in respect of the Approved Retail Locations; (o) " Lululemon Products" means clothing and accessories which are acquired from or through Lululemon, and which (i) display the Marks, or (ii) are distributed or sold under a system of distribution or sale in which the use or display of the Marks is an integral part thereof (p) " Marks" means the trade-marks, trade names and other commercial symbols and related logos as set forth in Schedule " D" hereto, including the trade names LULULEMON and LULULEMON ATHLETICA, together with such other trade names, trade-marks, symbols, logos, distinctive names, slogans, service marks, certification marks, logo designs, insignia or otherwise which may be designated by Lululemon from time to time;

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(q) " MSRP" for Products means the prices, in Canadian dollars, published from time to time by Lululemon Athletica Inc. as the manufacturer' s suggested retail sale prices for those Products in Canada; (r) " Principal Franchisees" means Karen Newton and Devin Wilkins or their permitted successors or assigns and " Principal Franchisee" means any one of them; (s) " Products" means the Lululemon Products; (t) " Scheduled Opening Date" means the Scheduled Opening Date(s) as set forth in Schedule " C" ; (u) " Shareholders Agreement" means the agreement made on 15 October 2004 between Chip Wilson, Karen Newton and Devin Wilkins in relation to shares in the Franchisee; (v) " Territory" means the Territory as set forth in Schedule " C" ; (w) " Trade Marks" means the same thing as " Marks" . 2. Term, Renewal and License Fee (a) Subject to any right of earlier termination as provided for herein, the initial term of this Agreement shall be for a period of five (5) years (the " Initial Term" ). The Initial Term shall commence on the Commencement Date. (b) Provided that Franchisee achieves Gross Sales at the Approved Retail Location or at each of the Approved Retail Locations, in respect of the renewal rights for that Approved Retail Location, as the case may be, in either of the last of two (2) years of the Initial Term of the amount as set forth in Schedule " C" , it shall have the right to renew this Agreement for a single further term of five (5) years, unless Franchisee shall fail to meet the then-current terms and conditions of renewal as specified herein or in the then-current Franchise Agreement. The terms and conditions for renewal of this Agreement are as follows: (i) Franchisee shall notify Franchisor in writing at least six (6) months prior to the expiry of the term that it wishes to exercise this option to renew; (ii) Franchisee' s option to renew shall only be effective if at the time of its exercise and at the time of commencement of the renewal term Franchisee shall have fully complied with all of the material terms and conditions of this Agreement; (iii) in the event of non-compliance by Franchisee, if Franchisor shall determine not to allow Franchisee to renew this

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Agreement, then Franchisor shall notify Franchisee in writing setting forth Franchisor' s reasons for non-renewal, and Franchisor shall give as much notice of non-renewal to Franchisee as is reasonably practicable in the circumstances; (iv) Franchisee shall execute and deliver to Franchisor prior to the commencement of the renewal term a new Franchise Agreement for the renewal term in Franchisor' s then-current standard form, which may include terms and conditions which differ from those contained in this Agreement, except that Franchisee shall pay as a License Fee for the renewal term for each Approved Retail Location the sum as set forth in Schedule " C" , and the royalties to be paid by Franchisee during the renewal term shall not exceed the percentage royalties to be paid by Franchisee during the last year of the Initial Term; (v) Franchisee shall carry out Franchisor' s reasonably required upgrading and improvements to the franchised business in order to conform with Franchisor' s then-current standards and specifications; and (vi) Franchisee shall reimburse Franchisor for all of its reasonable costs and expenses incurred in connection with the renewal, including inspection of the franchised business and providing any required additional training. (c) Franchisee shall pay Lululemon as a License Fee for this Agreement and one (1) Approved Retail Location the sum as set forth in Schedule " C" for the Initial Term. In the event of more than one (1) Approved Retail Location, the said License Fee sum shall again be paid in respect of each additional Approved Retail Location. (d) The License Fee shall be deemed to have been fully earned by and payable to Franchisor upon the granting of this Franchise, and no portion of the License Fee shall be refundable to or become not payable by Franchisee for any reason. (e) The License Fee for the Initial Term shall be paid within thirty (30) days of the Effective Date. In the event of more than one (1) Approved Retail Location, the said License Fee sum shall again be paid within thirty (30) days of the Effective Date of the Franchise Agreement entered into in respect of each additional Approved Retail Location, or within thirty (30) days of the Scheduled Opening Date for each such additional Approved Retail Location to open for business, whichever is the earlier date.

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3. Appointment and Use of Marks on Products and at Stores (a) Subject to any termination or non-renewal of this Agreement, and except as otherwise provided in this Agreement, Lululemon appoints Franchisee, for so long as this Agreement remains in effect, as a non-exclusive retailer of Lululemon Products at one or more Approved Retail Locations in the Territory. (b) Each Approved Retail Location to be established and operated by Franchisee in the Territory must first be approved by Franchisor, such approval to be at Franchisor' s discretion, and, except for the Approved Retail Location or the first (1 st ) Approved Retail Location, as the case may be, as set forth in Schedule " C" , shall be the subject of a separate Franchise Agreement to be entered into between the parties prior to its Scheduled Opening Date. Each such Franchise Agreement will contain the same financial obligations of Franchisee, including payment of a License Fee for each such Approved Retail Location in the same amount as is set forth in this Agreement, and will otherwise contain substantially the same terms and conditions as are set forth in this Franchise Agreement pertaining to the Approved Retail Location. If for any reason the parties do not enter into a separate Franchise Agreement, then the terms and conditions of this Franchise Agreement will apply to each such Approved Retail Location, except that the Effective Date will be read as thirty (30) days prior to the Scheduled Opening Date of such Approved Retail Location; and the Commencement Date will be read as being the same as the Scheduled Opening Date of such Approved Retail Location. (c) Each Approved Retail Location shall be constructed, developed, furnished, fixtured, equipped, set up and maintained in accordance with Franchisor' s standard sample plans, specifications, layout and design, as provided by Franchisor to Franchisee. No changes shall be made unless first approved in writing by Franchisor, such approval not to be unreasonably withheld or delayed. Franchisee shall use all reasonable efforts to have each Approved Retail Location open for business by the Scheduled Opening Date as set forth in Schedule " C" . (d) During the currency of this Agreement, but except as otherwise provided in this Agreement, Lululemon shall permit Franchisee to hold itself out as an authorized retailer of Lululemon Products at Approved Retail Locations. (e) Franchisee shall prepare and submit for Lululemon' s review and reasonable approval a budget for the development and first year' s operations of each Approved Retail Location, at the time of presenting each proposed retail location to Lululemon for its approval. Lululemon will provide assistance to Franchisee upon request, but only for the

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purposes of guidance. Franchisee will be solely responsible to work with its own advisors in preparing and finalizing such budgets. (f) If Franchisee wishes to relocate any existing Approved Retail Location to another location due to: (i) unfavourable business conditions; or (ii) a change in the nature or character of the area where the Approved Retail Location is located; or (iii) the Approved Retail Location is no longer adequate to support actual or potential business volumes, then Franchisee shall submit a written request to Lululemon requesting such permission and providing the reasons for such request and Lululemon, acting reasonably, shall consider and respond to any such request and shall notify Franchisee in writing within thirty (30) days following receipt of such request of its decision thereof. (g) During the first twelve (12) months of the Initial Term, Lululemon shall not, without Franchisee' s prior written consent, which consent may be withheld in Franchisee' s sole discretion, enter into any franchise, license or distribution agreement for the operation of a retail outlet in the Territory or grant any other party a license to use the Marks in association with the retail marketing, sale or promotion of Products in the Territory. (h) During the last forty-eight (48) months of the Initial Term and during the renewal term, Lululemon shall not, without Franchisee' s prior written consent, which consent may be withheld in Franchisee' s sole discretion, enter into any franchise, license or distribution agreement for the operation of a retail outlet in the Focus Area Exclusive Zone as set forth in Schedule " C" or grant any other party a license to use the Marks in association with the retail marketing, sale or promotion of Products in the Focus Area Exclusive Zone as set forth in Schedule " C" . (i) During the last forty-eight (48) months of the Initial Term and during the renewal term, so long as Franchisee is in compliance with all of the material terms and conditions of this Agreement, Lululemon shall not enter into any Franchise Agreement or grant any other party a license or right to use the Marks in association with the retail marketing, sale or promotion of Products in the Territory unless it first gives not less than ninety (90) days' prior written notice to Franchisee of its intention to do so and grants to Franchisee in such notice a right of first refusal to enter into such proposed Franchise Agreement, license or right to use, as applicable, on terms and conditions which are no less favourable to Franchisee than those which it has offered to such third party. Any such notice shall

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contain the terms and conditions of such third party offer and shall notify Franchisee that it may accept such offer on giving written notice of its acceptance to Lululemon within the time so provided, which shall not be less than thirty (30) days from the date Franchisee receives such notice. If Franchisee rejects a right of first refusal, then notwithstanding any other provisions in this Agreement, Franchisor shall be entitled to proceed and enter into the proposed agreement on substantially the same terms and conditions as contained in such notice. If the terms and conditions of the proposed agreement will change materially or substantially from those contained in such notice, this shall again give rise to a right of first refusal to Franchisee as described above. Notwithstanding the foregoing, Franchisor acknowledges and agrees that nothing in this paragraph shall be construed as granting to it the right to enter into any franchise, license or distribution agreement for the operation of a retail outlet in the Focus Area Exclusive Zone as set forth in Schedule " C" or to grant any other party a license to use the Marks in association with the retail marketing, sale or promotion of Products in the Focus Area Exclusive Zone as set forth in Schedule " C" , otherwise than in compliance with paragraph 3(h) of this Agreement. (j) Notwithstanding the above provisions, Lululemon shall have the right to establish its own retail locations in the Territory other than the Focus Area Exclusive Zone as set forth in Schedule " C" during the last forty-eight. (48) months of the Initial Term, and at any time thereafter, acting in a commercially reasonable manner as to their retail locations not being too close in proximity to the Approved Retail Locations of Franchisee. (k) Franchisee shall not use any Mark in association with any third party product or engage in the retail sale of any third party product at an Approved Retail Location unless such product is a Lululemon Product. Where Franchisee wishes to obtain the approval of Lululemon for the sale of a third party product as a Lululemon Product, it shall submit a request in writing or by electronic mail to Lululemon and shall provide Lululemon with one (1) sample of such proposed product and, where applicable, a colour scheme for such proposed product. Lululemon shall advise Franchisee in writing or by electronic mail of its acceptance or rejection of such request within a reasonable time, provided that if Franchisee has not been so advised within thirty (30) days of making its request, then such request shall be deemed to have been rejected by Lululemon. Lululemon shall act reasonably in making any such determination and where it elects to reject any such request it shall advise Franchisee of its reasons for doing so. (l) Franchisee will be responsible for the reasonable cost of adding the Approved Retail Location and subsequent Approved Retail Locations of Franchisee to Lululemon' s existing master website. Lululemon will refer leads from prospective retail customers in the Territory to Franchisee, or

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upon the establishment of additional retail locations, to the retail location which is closest to the prospective retail customer' s place of residence. (m) Franchisee shall not solicit or fill any orders from prospective wholesale or retail customers located outside the Territory, provided that nothing in this paragraph shall prevent Franchisee from selling Products at an Approved Retail Location to customers resident outside the Territory. (n) Franchisee shall be entitled to fill any and all athletic team and telephone orders in the Territory. 4. Reservation of Rights to Franchisor (a) Franchisor may also acquire, develop, operate, licence and franchise other types of retail locations which may involve the distribution and sale of similar products and services but which operate under different trade marks and which may be located anywhere including nearby to the Approved Retail Locations and within the Franchised Territory, and in particular Franchisor may establish a lower-priced brand of athletic apparel intended for mall-based dedicated retail stores, and Franchisor shall incur no liability to Franchisee in connection therewith. (b) Franchisor may go public, or be acquired by or merge with a competing business which may involve the distribution and sale of similar products and services under different trade marks and which may have locations anywhere including nearby to the Approved Retail Locations and within the Franchised Territory, and Franchisor shall incur no liability to Franchisee in connection therewith. (c) Notwithstanding any other provision of this Agreement, Franchisor may itself or through an affiliate acquire, develop, operate, licence or franchise any form of business anywhere which is not specifically granted, franchised and licensed to Franchisee under this Agreement; and it may do so under the same, a similar or a different trade-mark; and any such form of business may be competitive with the franchised business but operate under a different trade-mark; and if any such business uses the same or a similar trade-mark, Franchisor will act in a commercially reasonable manner in the exercise of such rights and will endeavour through such use of the same or a similar trade mark to enhance the overall public recognition and goodwill thereof, and Franchisor shall incur no liability to Franchisee in connection therewith. Franchisor or its affiliates shall not operate, license or franchise any business which would be competitive with the franchised business within the Focus Area Exclusive Zone as set forth in Schedule " C" during the first twelve (12) months of the Initial Term of this Agreement. 5. Management Personnel

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Franchisee acknowledges that Franchisor has granted this Franchise on the representations of Franchisee that the Principal Franchisees have each entered into an Employment Agreement with the Franchisee (collectively, the " Employment Agreements" ) and shall participate actively on a full-time basis in the management and operation of the franchised business and work at least five (5) days per week (forty (40) hours) on average on the store floor of an Approved Retail Location. Franchisee shall not appoint replacement management personnel without the prior written approval of Franchisor who will not unreasonably withhold such approval but who in granting such approval may prescribe, as a condition thereof, that any such replacement management personnel satisfactorily complete the training requirements set out herein. Franchisor reserves the right to charge a reasonable standard fee and its reasonable expenses incurred in providing such training. 6. Training of Franchisee (a) Franchisor shall furnish Franchisee and the management personnel, if any, proposed to be employed by Franchisee in the franchised business with initial training of at least seven (7) days in duration in respect of the management, administration and operation of a Lululemon Athletica franchised business. The training shall be given at a location designated by Franchisor. Franchisor will pay no compensation for any services performed by trainees during such training and all expenses incurred by Franchisee or the trainees in connection with such training shall be for the account of Franchisee. Such initial training is intended to enable Franchisee or its management personnel thereafter to hire and train its assistant manager and other employees. Franchisor shall also furnish Franchisee with retail store opening assistance of seven (7) days in duration but only upon the opening of the first Approved Retail Location of Franchisee. The cost of such initial training for up to three (3) persons at the same time and of such retail store opening assistance shall be charged back to the Franchisee as outlined in Schedule " C" . Additional persons will be accommodated for such initial training or for subsequent equivalent training at Franchisee' s request, or in the event that the initial trainees shall fail to satisfactorily complete such initial training and Franchisee is required to hire a manager or replacement manager to satisfactorily complete such initial training, and in the event of a change of management personnel for the franchised business. Franchisor reserves the right to charge a reasonable standard fee and its reasonable expenses incurred in providing such additional training. (b) Franchisee and each manager, if any, of the franchised business shall satisfactorily complete such training prior to the commencement of the franchised business, or in the case of a new manager, prior to or immediately upon and after taking charge, unless waived by Franchisor in its discretion by reason of such person' s prior training and experience or by reason of Franchisee' s ability to satisfactorily train its management personnel. Franchisee shall advise Franchisor of its proposed operational structure and personnel prior to the commencement of business, and

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Franchisor will determine and advise Franchisee as to which personnel will require training. Franchisor may require retraining of any personnel at any time based upon performance. Franchisor may specify additional training which may be mandatory at any time due to system upgrades or changes. Franchisor may also conduct follow-up training seminars covering various topics from time to time. Franchisor may designate one (1) of such follow-up training seminars per year to be mandatory for Franchisee and its management personnel. Franchisee' s refusal to complete such training will be deemed as a material breach of contract. Franchisor reserves the right to charge a reasonable standard fee and its reasonable expenses incurred in providing such training. Franchisee acknowledges that Franchisor' s training programs and materials are proprietary confidential information forming part of the Lululemon Athletica system. (c) If additional assistance or training over and above that normally furnished by Franchisor is required or requested by Franchisee at any time, Franchisor and Franchisee shall discuss and reasonably agree upon what is required and Franchisor will furnish such additional assistance or training. Franchisor reserves the right to charge a reasonable standard fee and its reasonable expenses incurred in providing such additional assistance or training. (d) The Principal Franchisees who will participate actively on a full-time basis in the management and operation of the franchised business and all management personnel shall take and complete the course entitled " the Landmark Forum" presented by Landmark Education International Inc., and listen to the Brian Tracy " Psychology of Achievement" audio tapes/CD' s, and to set annual goals in the specific framework of two (2) business goals, two (2) personal goals and two (2) health goals for each of two (2), five (5) and ten (10) years, demonstrating an understanding of these courses in the goal setting, and to annually submit the goals to Lululemon for review, within three (3) months after the opening date of the retail store. All other principals of Franchisee who will participate actively in the management and operation of the franchised business shall also complete the same requirements within six (6) months of such Scheduled Opening Date or hiring date. Failure to complete these courses and the annual goal setting and submission shall be a material breach of this Agreement, entitling Franchisor to terminate this Agreement under section 28 below. (e) The Principal Franchisees who will participate actively on a full-time basis in the management and operation of the franchised business and all management personnel shall read and complete the following books, namely, Good to Great: Why Some Companies Make the Leap by Jim Collins, The Wal-Mart Story: Made in America by John Huey and Sam Walton, and Pour Your Heart Into It: How Starbucks Built a Company

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One Cup At A Time by Howard Schultz, within three (3) months of the Scheduled Opening Date of the Approved Retail Location. All other principals of Franchisee who will participate actively in the management and operation of the franchised business shall also complete the same requirements within six (6) months of such Scheduled Opening Date. 7. Consultation Lululemon agrees to consult with Franchisee from time to time as to market conditions, merchandising trends and potential product line opportunities in the Territory. Lululemon will act reasonably and give due consideration to Franchisee' s views on such matters; however, Franchisee acknowledges that Lululemon will have final discretion to determine matters related to the production and design of all Lululemon Products. Franchisee will report to Lululemon as reasonably required from time to time as to market conditions, merchandising trends and potential product line opportunities in the Territory. 8. Pricing, Ordering and Payment (a) Franchisee will provide Lululemon with a six (6) month, sales dollar amount, rolling forecast of its requirement for Lululemon Products at least six (6) months in advance of the desired delivery date. The first such delive ...