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TUPPERWARE U.S., INC.
FRANCHISE AGREEMENT


FRANCHISEE

DATE OF AGREEMENT
TABLE OF CONTENTS
PAGE


1. INTRODUCTION AND DEFINITIONS . . . . . . . . . . . . . . . 1


2. GRANT, ACCEPTANCE AND INITIAL TERM . . . . . . . . . . . . 3


3. DISTRIBUTION RIGHTS AND PERFORMANCE CRITERIA . . . . . . . 4


4. GUIDANCE AND ASSISTANCE. . . . . . . . . . . . . . . . . . 4
A. GUIDANCE AND ASSISTANCE . . . . . . . . . . . . . . . 4
B. OPERATING MANUALS . . . . . . . . . . . . . . . . . . 5


5. MARKS. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
A. OWNERSHIP AND GOODWILL OF MARKS . . . . . . . . . . . 5
B. LIMITATIONS ON YOUR USE OF MARKS. . . . . . . . . . . 6
C. DISCONTINUANCE OF USE OF MARKS. . . . . . . . . . . . 6
D. NOTIFICATION OF INFRINGEMENTS AND CLAIMS. . . . . . . 6
E. INDEMNIFICATION FOR USE OF MARKS. . . . . . . . . . . 7


6. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION. . . . . . . . 7
A. INDEPENDENT CONTRACTORS . . . . . . . . . . . . . . . 7
B. NO LIABILITY FOR ACTS OF OTHER PARTY. . . . . . . . . 7
C. TAXES . . . . . . . . . . . . . . . . . . . . . . . . 8
D. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 8


7. FEES AND PAYMENTS. . . . . . . . . . . . . . . . . . . . . 8
A. INITIAL FEES. . . . . . . . . . . . . . . . . . . . . 8
B. TERMS OF SALE TO FRANCHISEE . . . . . . . . . . . . . 8
C. INTEREST ON LATE PAYMENTS . . . . . . . . . . . . . . 9
D. APPLICATION OF PAYMENTS . . . . . . . . . . . . . . . 9


8. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . 9


9. EXCLUSIVE RELATIONSHIP . . . . . . . . . . . . . . . . . . 10


10. IMAGE AND OPERATING PROCEDURES . . . . . . . . . . . . . . 11
A. PREMISES. . . . . . . . . . . . . . . . . . . . . . . 11
B. TUPPERWARE CONSULTANTS. . . . . . . . . . . . . . . . 11
C. STANDARDS AND PROCEDURES. . . . . . . . . . . . . . . 11
D. MAINTENANCE AND REFURBISHING OF PREMISES AND
VEHICLES. . . . . . . . . . . . . . . . . . . . . . . 12
E. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES. . . 12
F. FORMS AND INVOICES. . . . . . . . . . . . . . . . . . 13
G. CUSTOMER RELATIONS/WARRANTIES . . . . . . . . . . . . 13
H. INSURANCE . . . . . . . . . . . . . . . . . . . . . . 13
I. COMPUTER. . . . . . . . . . . . . . . . . . . . . . . 13


11. REPORTS AND FINANCIAL STATEMENTS . . . . . . . . . . . . . 14


12. INSPECTIONS AND AUDITS . . . . . . . . . . . . . . . . . . 14
A. COMPANY'S RIGHT TO INSPECT. . . . . . . . . . . . . . 14
B. COMPANY'S RIGHT TO AUDIT. . . . . . . . . . . . . . . 15


13. TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . 15
A. BY COMPANY. . . . . . . . . . . . . . . . . . . . . . 15
B. FRANCHISEE MAY NOT TRANSFER WITHOUT APPROVAL OF
COMPANY . . . . . . . . . . . . . . . . . . . . . . . 15
C. CONDITIONS FOR APPROVAL OF TRANSFER . . . . . . . . . 16
D. DEATH OR INCAPACITY OF FRANCHISEE . . . . . . . . . . 17
E. EFFECT OF CONSENT TO TRANSFER . . . . . . . . . . . . 18
F. COMPANY'S RIGHT OF FIRST REFUSAL. . . . . . . . . . . 18
G. OPERATION THROUGH A CORPORATION . . . . . . . . . . . 19
H. COMPLIANCE WITH STATE AND FEDERAL LAWS. . . . . . . . 19


14. RENEWAL OF FRANCHISE . . . . . . . . . . . . . . . . . . . 19


15. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 20
A. BY FRANCHISEE . . . . . . . . . . . . . . . . . . . . 20
B. BY COMPANY. . . . . . . . . . . . . . . . . . . . . . 20
C. OUR OTHER RIGHTS UPON DEFAULT . . . . . . . . . . . . 22


16. RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISEE UPON
TERMINATION OR EXPIRATION OF THE FRANCHISE . . . . . . . . 23
A. PAYMENT OF AMOUNTS OWED TO COMPANY. . . . . . . . . . 23
B. TRADEMARKS. . . . . . . . . . . . . . . . . . . . . . 23
C. RETURN OF CONFIDENTIAL MATERIAL . . . . . . . . . . . 24
D. NONSOLICITATION AND NONCOMPETITION. . . . . . . . . . 24
E. COMPANY OPTION TO PURCHASE PRODUCTS . . . . . . . . . 24
F. CONTINUING OBLIGATIONS. . . . . . . . . . . . . . . . 24


17. ENFORCEMENT. . . . . . . . . . . . . . . . . . . . . . . . 25
A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS . . 25
B. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . 25
C. CUMULATIVE REMEDIES . . . . . . . . . . . . . . . . . 26
D. WRITTEN CONSENTS FROM COMPANY . . . . . . . . . . . . 26
E. COSTS AND ATTORNEYS' FEES . . . . . . . . . . . . . . 26
F. GOVERNING LAW/CONSENT TO JURISDICTION . . . . . . . . 26
G. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . 27
H. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . 27
I. NO LIABILITY TO OTHERS. . . . . . . . . . . . . . . . 27
J. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . 27
K. MULTIPLE ORIGINALS. . . . . . . . . . . . . . . . . . 28
L. INJUNCTIVE RELIEF . . . . . . . . . . . . . . . . . . 28
M. ARBITRATION . . . . . . . . . . . . . . . . . . . . . 28
N. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL . . . . . . 29
O. SECURITY INTEREST . . . . . . . . . . . . . . . . . . 29
P. NO WITHHOLDING PAYMENTS DUE TO US . . . . . . . . . . 29


18. NOTICES AND PAYMENTS . . . . . . . . . . . . . . . . . . . 30


19. ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . 30


EXHIBITS


EXHIBIT A PRIMARY AREA OF PROMOTION EXHIBIT B PREMISES EXHIBIT C AGREEMENT FOR THE DESIGNATION OF AN OPERATING COMPANY EXHIBIT D ARBITRATION EXHIBIT E ANNUAL AND QUARTERLY PERFORMANCE CRITERIA


TUPPERWARE U.S., INC.
FRANCHISE AGREEMENT


This Franchise Agreement (this "Agreement") is being entered as of , 19 (the "Agreement Date"). The parties to this Agreement are
, as Franchisee (referred to in this Agreement as "you" or "Franchisee"), and TUPPERWARE U.S., INC., a Delaware corporation, as Franchisor (referred to in this Agreement as "we," "us" or the "Company"). The principal place of business of TUPPERWARE U.S., INC. is 14901 South Orange Blossom Trail, Orlando, Florida 32837. Your principal place of business is


1. INTRODUCTION AND DEFINITIONS.


We (and our Affiliates) manufacture and distribute, through our authorized Tupperware distributors, a variety of products for personal, family or household use which are identified by our registered trademark TUPPERWARE and other trademarks. We have achieved a high degree of public acceptance and goodwill for TUPPERWARE Products as a result of their high quality and widespread distribution. Tupperware distributors play an important role in distributing TUPPERWARE Products to consumers through the home party plan, personal demonstrations and other methods.


We and you are signing this Agreement because of our and your mutual desire to establish a relationship as franchisor and franchisee on the terms of this Agreement.


There are a number of terms used throughout this Agreement that have particular meanings. These terms and their definitions are as follows:


"Affiliate" - Any person, entity or company that directly or indirectly owns or controls, is directly or indirectly owned or controlled by or is under common control with the Company.


"Competing Products" - Plastic household products, including food storage containers, food preparation and service products, toys, cookware and housewares, similar to or competitive with TUPPERWARE Products, which are manufactured or marketed by persons other than us or our Affiliates.


"Confidential Information" - Our Marketing Methods, lists of Consultants of Franchised Tupperware Distributorships and certain other information that we may disclose from time to time during the term of the Franchise, including information about upcoming promotions, new product development and new distribution methods.


"Consultant" - An individual, acting as an independent contractor, who has contracted with a Franchised Tupperware Distributorship to sell TUPPERWARE Products to consumers under our policies and procedures.


"Estimated Retail Sales" - The aggregate of the Company's suggested retail prices for all TUPPERWARE Products purchased by Consultants from the Franchised Distributorship for resale to consumers.


"Franchise" - The rights we have granted you to operate a Franchised Tupperware Distributorship under this Agreement.


"Franchised Distributorship" - The business you will operate under this Agreement.


"Franchised Tupperware Distributorships" - The businesses we license to distribute TUPPERWARE Products through Consultants using the Marketing Methods.


"Home Party Plan and Personal Demonstrations" - The technique of promoting and selling TUPPERWARE Products through demonstrations arranged by Consultants at homes or other locations.


"Marketing Materials" - Supplies, goods and materials, other than TUPPERWARE Products, that we make available to you and/or Consultants to use in marketing TUPPERWARE Products, including, without limitation, incentive merchandise, promotional materials and sales aids and computer software programs.


"Marketing Methods" - The sales, purchasing, distribution, marketing and administrative plans, systems, methods and techniques we may require or authorize Franchised Tupperware Distributorships to use from time to time, including, but not limited to, our direct selling techniques for the home party plan and personal demonstrations and the purchasing and distribution methods and procedures that comprise the "Traditional," "Express," "Consultant Direct" and/or other types of Franchised Tupperware Distributorships. "Marketing Methods" also may include administrative and financial controls; reporting systems; ordering and purchasing systems; bookkeeping systems; billing procedures; recruiting, retaining and motivating Consultants and instilling in Consultants the "Sharing Opportunity" through Consultant sales presentations, Consultant incentive programs and other means; promoting the reputation, distribution and use of TUPPERWARE Products; and general business operation and management.


"Operating Company" - A corporation through which you operate the Franchised Distributorship under Section 13.G. of this Agreement.


"Operating Manuals" - The "programs binder," "promotional binder" and other materials which we lend you under Section 4.B. of this Agreement, which we may revise and update from time to time, through which we communicate to you the Marketing Methods and our standards, specifications, requirements and/or recommendations for operating the Franchised Distributorship.


"Premises" - The location and premises identified in Exhibit B to this Agreement from which you will operate the Franchised Distributorship (which may be your home).


"Primary Area of Promotion" - The geographic area described in Exhibit A to this Agreement.


"Sales Force Goodwill" - The benefit and value of your relationships with Consultants.


"Sharing Opportunity" - Our philosophy of marketing TUPPERWARE Products through Franchised Tupperware Distributorships and Consultants in a manner which enables them to realize their potential and encourages them to introduce other persons to participate in marketing TUPPERWARE Products.


"Trademarks" - The trademarks and service marks we own and use to identify TUPPERWARE Products or the services of marketing TUPPERWARE Products, including, but not limited to, the registered trademarks TUPPERWARE , TUPPERCRAFT , TUPPERWAVE and TUPPERTOYS .


"Transfer" - (Defined in Section 13.B. of this Agreement.)


"TUPPERWARE Products" - (a) The proprietary lines of plastic products for personal, family, household, commercial or industrial use, including food preparation and service products, food storage products, toys, cookware and housewares, manufactured by or for the Company, identified by the TUPPERWARE trademark or other trademarks the Company or its Affiliates own and marketed in whole or in part through our Franchised Tupperware Distributorships; and (b) other products for personal, family or household use marketed in whole or in part through our Franchised Tupperware Distributorships.


2. GRANT, ACCEPTANCE AND INITIAL TERM.


Subject to this Agreement's provisions, we hereby grant you the right (the "Franchise") to own and operate a Franchised Tupperware Distributorship (the "Franchised Distributorship") for a period of time commencing on the Agreement Date and expiring on December 31, 19 , unless sooner terminated as provided in this Agreement. You accept the Franchise and agree that you will devote your full time and attention and best efforts to the Franchised Distributorship, use your best efforts to accomplish the purposes of this Agreement and at all times faithfully, honestly and diligently perform your obligations under this Agreement.


3. DISTRIBUTION RIGHTS AND PERFORMANCE CRITERIA.


During this Agreement's term, we will make available for sale to you and/or Consultants TUPPERWARE Products for sale to consumers. You agree to concentrate your promotional and distribution efforts, and to use your best efforts to distribute TUPPERWARE Products, within the Primary Area of Promotion using the home party plan and personal demonstrations. We retain the right in the Primary Area of Promotion and elsewhere to promote, distribute and market all TUPPERWARE Products through any and all methods of distribution we think best, including, but not limited to, other Franchised Tupperware Distributorships, Tupperware Distributorships that we and our Affiliates own and operate and other channels of distribution. Your right to distribute TUPPERWARE Products in the Primary Area of Promotion is nonexclusive.


You acknowledge that we are granting you the nonexclusive right to operate a Franchised Tupperware Distributorship with the expectation that you will satisfy the annual and quarterly performance criteria identified in Exhibit E. You agree that your failure to satisfy the required criteria will allow (but not obligate) us to terminate this Agreement, as provided in Section 15.B. below.


4. GUIDANCE AND ASSISTANCE.


A. GUIDANCE AND ASSISTANCE.


We will communicate the Marketing Methods to you through various means, including, but not limited to, the Operating Manuals, advice letters, telephone consultations, audiotapes, videotaped presentations and conferences for Franchised Tupperware Distributorships. As noted in Section 1 above, Marketing Methods are the sales, purchasing, distribution, marketing and administrative plans, systems, methods and techniques we may require or authorize Franchised Tupperware Distributorships to use from time to time, including, but not limited to, our direct selling techniques for the home party plan and personal demonstrations and the purchasing and distribution methods and procedures that comprise the "Traditional," "Express," "Consultant Direct" and/or other types of Franchised Tupperware Distributorships. We reserve the right to require you to change your selling techniques and purchasing and distribution methods and procedures. In these circumstances, your status as a Franchised Tupperware Distributorship does not change. However, the purchasing and distribution methods and procedures that you must follow in operating your Franchised Distributorship may change. "Marketing Methods" also may include administrative and financial controls; reporting systems; ordering and purchasing systems; bookkeeping systems; billing procedures; recruiting, retaining and motivating Consultants and instilling in Consultants the "Sharing Opportunity" through Consultant sales presentations, Consultant incentive programs and other means; promoting the reputation, distribution and use of TUPPERWARE Products; and general business operation and management.


We may from time to time suggest pricing for TUPPERWARE Products sold to Consultants with the understanding that these suggestions are only our recommendations, that you are not required to follow those suggestions and that your rights under this Agreement will not be affected by your decision not to follow these suggestions.


You agree to advise us promptly of any improvements to the Marketing Methods and any new techniques, systems, devices, plans, methods or programs for operating the Franchised Distributorship developed by you or your employees or Consultants, which we then will have the perpetual right to use and authorize others to use. From time to time, we will hold national or regional conferences for Franchised Tupperware Distributorships. You agree to attend, at your own expense, our national conferences and conferences for your region. These conferences will be held no more than six (6) times each year. We may charge you reasonable fees to attend these conferences.


B. OPERATING MANUALS.


We will lend you during the term of the Franchise one (1) complete set of the Operating Manuals, containing the materials (including, as applicable, written materials, audiotapes, videotapes and computer software) that we generally lend to Franchised Tupperware Distributorships to use in their operations. The Operating Manuals contain mandatory and suggested standards and operating procedures which we prescribe from time to time for Franchised Tupperware Distributorships and information about your other obligations under this Agreement. We may modify the Operating Manuals from time to time to reflect changes in both TUPPERWARE Products distributed through our Franchised Tupperware Distributorships and any of the Marketing Methods. You agree to keep your copy of the Operating Manuals current by immediately substituting in or adding to them all modified or new pages or other materials that we provide you from time to time. In the event of a dispute about the contents of the Operating Manuals, the master copy we maintain at our principal offices will control. You may not at any time copy any part of the Operating Manuals without our prior written consent.


5. MARKS.


A. OWNERSHIP AND GOODWILL OF MARKS.


You acknowledge that your right to use the Trademarks is derived solely from this Agreement and limited to your operating the Franchised Distributorship under this Agreement and all applicable standards and operating procedures we prescribe from time to time during the Franchise term. Your unauthorized use of the Trademarks is a breach of this Agreement and an infringement of our rights in the Trademarks. You acknowledge and agree that your use of the Trademarks and any goodwill established by your use will inure exclusively to our benefit and that this Agreement does not confer any goodwill or other interest in the Trademarks on you (other than the right to operate the Franchised Distributorship under this Agreement). All provisions of this Agreement which apply to the Trademarks will apply to any additional trademarks, service marks and commercial symbols we authorize you to use during this Agreement's term.


B. LIMITATIONS ON YOUR USE OF MARKS.


You agree to identify yourself as a Franchised Tupperware Distributorship in the manner we prescribe. Each use of any of the Trademarks must include the words "Authorized Distributor" prominently displayed in the following format (or in another format that we have previously approved in writing):


[NAME OF DISTRIBUTOR]
AUTHORIZED DISTRIBUTOR
OF TUPPERWARE BRAND PRODUCTS


You agree not to use any Trademark as part of any corporate or legal business name, with any prefix, suffix or other modifying words, terms, designs or symbols or in any modified form. You agree not to use any Trademark or similar commercial symbol in performing or selling any unauthorized services or products or in any other manner we have not expressly authorized in writing. You agree to display the Trademarks prominently in the manner we prescribe on forms, invoices, stationery, business cards, promotional materials and other advertising and marketing materials and to use any notices of trademark and service mark registrations that we specify. You may not use the Trademarks in any manner we have not authorized.


C. DISCONTINUANCE OF USE OF MARKS.


If it becomes advisable at any time in our sole discretion for us and/or you to modify or discontinue using any Mark and/or use one or more additional or substitute trade or service marks, you agree to comply with our directions within a reasonable time after receiving notice. We need not reimburse you for your expenses in making these changes, for any loss of revenue attributable to any modified or discontinued Mark or for any expenditures you make to promote a modified or substitute trademark or service mark.


D. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.


You agree to notify us immediately of any apparent infringement of or challenge to your use of any Trademark and of any claim by any person of any rights in any Trademark. We will have sole discretion to take the action we deem appropriate and the right to control exclusively any litigation or administrative or other proceeding arising out of any infringement, challenge or claim or otherwise relating to any Trademark. You agree to sign any documents, give any assistance and perform any acts that our attorneys deem necessary or advisable to protect and maintain our interest in any litigation or proceeding related to any Trademark or otherwise to protect and maintain our interests in the Trademarks.


E. INDEMNIFICATION FOR USE OF MARKS.


We agree to reimburse you for all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark under this Agreement and for all costs you reasonably incur in defending any such claim brought against you or any such proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and otherwise have complied with this Agreement and our directions in responding to the claim or proceeding. At our option, we may defend and control the defense of any proceeding arising out of your use of any Mark under this Agreement.


6. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.


A. INDEPENDENT CONTRACTORS.


You acknowledge and agree that this Agreement does not create a fiduciary relationship between you and us, that you are an independent contractor and that nothing in this Agreement is intended to make either party a general or special agent, joint venturer, partner or employee of the other party for any purpose. You agree to operate the Franchised Distributorship under your own business name (which may not include or suggest any Trademark). You agree to identify yourself conspicuously in all dealings with customers, suppliers, public officials, employees, Consultants and others as the owner of the Franchised Distributorship under a Franchise Agreement with us and to place any other notices of independent ownership that we may require from time to time on your forms, business cards, stationery and advertising and other materials.


B. NO LIABILITY FOR ACTS OF OTHER PARTY.


Except as this Agreement expressly authorizes, neither party to this Agreement may make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name or on behalf of the other party or represent to any person, entity or government agency that the relationship between the parties is other than that of franchisor and franchisee. We will not be liable for any representations or warranties you make that are not expressly authorized under this Agreement, for any agreements you enter, for any of your actions or failures to act or for your failure to comply fully with this Agreement. We will not be liable for any damages to any person or property directly or indirectly arising out of the Franchised Distributorship's operation.


C. TAXES.


We will have no liability for any sales, use, service, occupation, excise, gross receipts, income, property or other taxes levied against you or your assets (or upon us) in connection with the sales made or business conducted by you and/or Consultants, payments you make to us under this or any related agreements or payments we make to you under this Agreement (except our own income taxes and any taxes we are required by law to collect from you on purchases from us).


D. INDEMNIFICATION.


You agree to indemnify, defend and hold harmless us and our Affiliates, and our respective shareholders, directors, officers, employees, agents, successors and assigns (the "Indemnified Parties"), against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and damages described in this Paragraph, any and all taxes described in Paragraph C of this Section and any and all claims and liabilities directly or indirectly arising out of your operation of the Franchised Distributorship or your breach of this Agreement. For purposes of this indemnification, "claims" include all obligations, judgments, settlements, damages (actual, consequential or otherwise) and costs that an Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants', arbitrators', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute resolution and travel and living expenses. Indemnified Parties may defend any claims against them at your expense. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination.


7. FEES AND PAYMENTS.


A. INITIAL FEES.


You need not pay any initial fee or other type of franchise fee in connection with entering into or performing under this Agreement. You must, however, pay for goods and services you order from us (as provided below).


B. TERMS OF SALE TO FRANCHISEE.


We will publish from time to time a price list for TUPPERWARE Products and Marketing Materials available for sale to you and/or Consultants according to our policies and procedures. You agree to accept and pay for all TUPPERWARE Products, Marketing Materials and other items you order from us according to the price list and the applicable freight charges and shipping, handling and similar fees we publish from time to time. We may impose any customer handling, shipping and similar charges whenever we deem appropriate, and you agree to pay these charges within the timeframe we specify. We will deliver all TUPPERWARE Products, Marketing Materials and other items ordered from us according to the procedures described in the Operating Manuals or elsewhere. You agree to maintain your account with us according to the terms of payment we establish with you from time to time and within any line of credit that you establish with us. If you fail to make any payments to us on or before their due dates or otherwise to maintain your account with us according to the payment terms we have established, we may require you to use our designated accounting services until we believe, in our sole discretion, that your failures have been corrected and are not likely to recur. We will charge you our then current fee if you use our designated accounting services. In addition, we have the right not to sell any more TUPPERWARE Products to you until all payments due are made or to condition any sale on your paying for the TUPPERWARE Products before we ship them to you or others. These rights are in addition to our other rights
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