By Franchisee. In the event Franchisor is sued and found liable by final judgment for damages in any suit or action based on grounds of Franchisee's acts or conduct not authorized by Franchisor, Franchisee shall indemnify Franchisor from all damages awarded and reasonable attorneys' fees, provided, Franchisor gives Franchisee immediate notice of any such suit or action instituted or threatened against Franchisor, and Franchisee has the right to participate in the defense of any such suit or action.
By Franchisee. This Agreement is personal to you and your owners (if you are an Approved Entity). Accordingly, neither you nor any of your owners may assign or transfer this Agreement, any interest in this Agreement or, if you are an Approved Entity, any interest in an Approved Entity except as specifically authorized under this Agreement. A transfer of ownership of the Store (or its assets) may only be made in conjunction with a transfer of this Agreement. Any attempted assignment or transfer not in accordance with this Agreement shall have no effect and shall constitute a breach of this Agreement.
By Franchisee. Franchisee agrees to spend annually for local media marketing of the Residence licensed under this Agreement such amounts as are reasonably necessary to maintain occupancy levels and general awareness in the community of the Residence. Franchisee shall submit annually, in form satisfactory to Company, verification of its local marketing expenditures. Prior to their use by Franchisee, samples of all local marketing materials (whether new or revised) not prepared or previously approved by Company shall be submitted to Company for approval. If written disapproval is not received by Franchisee within ten (10) days from the date of receipt by Company of such materials, Company shall be deemed to have given the required approval. Franchisee shall not use any marketing materials that Company has disapproved, it being understood that the risk of disapproval shall be borne solely by Franchisee. Franchisee acknowledges that Residences operated by Company and other franchisees may be located outside of the Exclusive Area but within ADI's or other identifiable marketing areas which include all or a portion of the Exclusive Area in which the Residence is located. In such instances, Franchisee shall use its best efforts to cooperate and coordinate with Company or other franchisees, as the case may be, to maximize the effectiveness of their respective marketing efforts.
By Franchisee. In addition to the Advertising Fees set forth in Paragraph 6.3, which will be used by us to promote The Joint® on a regional and national level, you agree to spend a certain amount on advertising in your local market area. This amount must equal the greater of (a) Three Thousand and No/100 Dollars ($3,000.00) or (b) five percent (5%) of the Franchise’s gross revenues for each month during the term of this Agreement (the “Minimum Local Advertising Requirement”). We may require you to use one or more required suppliers or vendors for your local advertising. All proposed local advertising must be submitted to and approved by us before you enter into any advertising agreements. You must provide us (in a form we approve or designate) evidence of your required local advertising, marketing and promotional expenditures by the thirtieth (30th) day of each month, for the preceding calendar month, along with a year-to-date report of the total amount spent on local advertising. We may require, at our absolute and sole discretion, that you submit an annual marketing plan with details on planned expenditures of local advertising dollars.
By Franchisee. You must spend, in addition to any contributions to the Ad Fund, a minimum of the greater of (a) Three Thousand and No/100 Dollars ($3,000.00); or (b) five percent (5%) of the Franchise’s gross revenues for each month during the term of this Agreement, as outlined in Paragraph 6.4, for local advertising, promotion and marketing. We may require you to use one or more required suppliers or vendors for your local advertising. You must provide us (in a form we approve or designate) evidence of your required local advertising, marketing and promotional expenditures allocated by medium spend, by the thirtieth (30th) day of each month, for the preceding calendar month, along with a year-to-date report of the total amount spent on local advertising. We may require, at our sole discretion, that you submit an annual marketing plan with details on planned expenditures of local advertising dollars. You agree to list and advertise the Franchise within your market area, in those business classifications as we prescribe from time to time, using any standard form of advertisement we may provide. On each occasion before you use them, samples of all local advertising and promotional materials not prepared or previously approved by us must be submitted to us for approval. If you do not receive our written disapproval within fifteen (15) days from the date we receive the materials, the materials will be deemed to have been approved. You agree not to use any advertising or promotional materials that we have disapproved. You will be solely responsible and liable to ensure that all advertising, marketing, and promotional materials and activities you prepare comply with applicable federal, state, and local law, and the conditions of any agreements or orders to which you may be subject.
By Franchisee. In addition to making the advertising contributions required under Paragraph A of this Section 10, FRANCHISEE agrees to list and advertise the Restaurant in the principal (as determined by the COMPANY) regular (white pages) and classified (Yellow pages) telephone directories for the market area within which the Restaurant is located in such directory categories as are specified by the COMPANY using the COMPANY's standard forms of listing and classified directory advertisements. If such classified directory advertisements include other Floridino's Restaurants operating within such market area, the cost of such advertisements shall be reasonably apportioned among all Floridino's Restaurants included therein in proportion to the annualized total Gross Revenues of each such Floridino's Restaurant for the preceding year. In addition to making the advertising contributions required under Paragraph A of this Section 10, FRANCHISEE shall be obligated to expend not less than an additional two percent (2.0%) of the Gross Revenues in connection with local advertising and promotional activities in such media (including any secondary regular and classified telephone directories) and by such methods as FRANCHISEE may determine to be appropriate, subject to the approval of the COMPANY, which shall not be unreasonably withheld. Prior to their use by FRANCHISEE, samples of all local advertising and promotional materials not prepared or previously approved by the COMPANY shall be submitted to the COMPANY for approval, which shall not be unreasonably withheld. If written disapproval is not received by FRANCHISEE within fifteen (15) days from the date of receipt by the COMPANY of such materials, the COMPANY shall be deemed to have given the required approval. FRANCHISEE shall not use any advertising or promotional materials that the COMPANY has disapproved.
By Franchisee. If FRANCHISEE is in substantial compliance with this Agreement and the COMPANY materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof is delivered to the COMPANY, FRANCHISEE may terminate the Franchise. Such termination shall be effective ten (10) days after delivery to the COMPANY of written notice that such breach has not been cured and FRANCHISEE elects to terminate the Franchise. A termination (or purported or attempted termination) of the Franchise by FRANCHISEE, other than in strict compliance with the foregoing provisions or the provisions in Paragraph B of Section 9 hereof shall be deemed a termination by FRANCHISEE without cause and a material breach of this Agreement by FRANCHISEE.
By Franchisee. FRANCHISEE agrees to list and advertise the BUSINESS in conformance with the requirements specified in COMPANY's Operating Manual. Additionally, FRANCHISEE shall maintain at least two (2) telephone numbers, one of which shall be a local number and the other a toll free number. The numbers shall be listed and identified exclusively with the BUSINESS and shall be separate and distinct from all other telephone numbers maintained for or by FRANCHISEE. FRANCHISEE shall register all of its telephone numbers used in connection with the BUSINESS with COMPANY within five (5) days of first use, to provide updates if any changes to such numbers occur and execute COMPANY's form of Assignment of Telephone Numbers and Listings which is attached to this Agreement as Exhibit B.
By Franchisee. Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee or its owners and that Franchisor has entered into this Agreement in reliance upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity of Franchisee or its owners.
By Franchisee. If FRANCHISEE is in substantial compliance with this Agreement and COMPANY materially breaches this Agreement, FRANCHISEE may terminate this Agreement effective ten (10) days after delivery to COMPANY of written notice of termination if FRANCHISEE first gives written notice of such breach to COMPANY and COMPANY does not: (1) cure such breach within thirty (30) days after delivery of such notice; or (2) if such breach cannot reasonably be cured within thirty (30) days after delivery of such notice, undertake within ten (10) days after delivery of such notice, and continue until completion efforts to cure such breach. Any purported termination of this Agreement by FRANCHISEE for any reason other than material breach of this Agreement by COMPANY and COMPANY's failure to cure such breach or commence a cure of such breach within the applicable cure period after receipt of written notice thereof shall be deemed a breach of this Agreement by FRANCHISEE.
