Form Of Franchise Agreement

• Parties: Pizza Fusion Holding, Inc. ("we", "us", "our"), the individual or legal entity identified on the cover page ("Franchisee", "You", "your")
• State: Florida
• Renewal Term: 10 years
• Section: Commercial Contracts

FORM OF

FRANCHISE AGREEMENT

Location of the Premises:

Agreement Date

Franchisee

Business Address

Type of Legal Entity (if applicable)

State in which entity organized (if applicable)

Shareholder / Partner / Member Name Ownership Percentage

%

(the “Operating Principal”)

%

%

%

%

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

TABLE OF CONTENTS

SECTION PAGE

1. RIGHTS GRANTED 2

2. TERM; SUCCESSOR FRANCHISE AGREEMENTS 4

3. FEES 4

4. OPENING DEADLINE 6

5. TRAINING 10

6. OPERATIONS 11

7. PROPRIETARY MARKS 18

8. BUSINESS RECORDS AND REPORTING 19

9. MARKETING FUND AND ADVERTISING 21

10. TECHNOLOGY 23

11. OPERATING MANUAL 26

12. CONFIDENTIAL INFORMATION 26

13. TRANSFERS BY US 26

14. TRANSFERS BY YOU 27

15. TERMINATION 29

16. OBLIGATIONS ON TERMINATION OR EXPIRATION 31

17. RESTRICTIONS ON COMPETITION 33

18. RELATIONSHIP OF THE PARTIES 34

19. INDEMNIFICATION 35

20. CONSENTS AND WAIVERS 35

21. NOTICES 35

22. ENTIRE AGREEMENT AND AMENDMENTS 35

23. CONSTRUCTION OF THE AGREEMENT, SEVERABILITY, AND SURVIVAL 36

24. GOVERNING LAW 36

25. DISPUTES 36

26. ACKNOWLEDGMENTS 37

Appendix A – Opening Deadline, Delivery/Catering and Advertising Area, and Site Selection Area

Appendix B – Personal Guarantee

Appendix C – Sample of Non-Disclosure and Non-Competition Agreement

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Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

Pizza Fusion Holdings, Inc.

Franchise Agreement

This Franchise Agreement (the “Agreement”) is entered into as of the Agreement Date shown on the cover page between Pizza Fusion

Holding, Inc., a Florida corporation, and the individual or legal entity identified on the cover page (“Franchisee”). If Franchisee is a corporation,

partnership, or limited liability company, then the Franchisee’s owner(s) are also identified on the cover page.

In this Agreement, “we,” “us” and “our” refers to Pizza Fusion Holding, Inc., the franchisor. “You” and “your” refers to the Franchisee.

“Owners” means the person(s) listed on the cover page and all other persons whom we may subsequently approve to acquire an interest in

Franchisee. “Operating Principal” means the person designated as the Operating Principal on the cover page and who meets the criteria in Section

6.15 of this Agreement.

RECITALS

A. We are in the business of franchising others to operate “Pizza Fusion” restaurant businesses, which feature a competitively priced

menu of organic and all-natural gourmet pizza and related food specialties, and standards and methods of operation designed to be “green,” and

which are operated in buildings that bear our interior and/or exterior trade dress (each a “Restaurant” or “Franchised Business”).

B. We have developed a distinctive set of specifications and operating procedures (collectively, the “System”) for Restaurants. The

distinguishing characteristics of the System include: dough, sauce, and other recipes and products that are prepared or manufactured in

accordance with our proprietary and/or secret recipes, trade secrets, standards, and specifications that we deem secret (“Secret Recipe Products”)

and other designated and approved products; standards and procedures for business operations, including “green” design, construction, and

operating practices; equipment layouts, graphics packages and signage, distinctive interior and exterior design and accessories, quality and

uniformity of products and services offered; procedures for management and inventory control; training and assistance; advertising and

promotional programs; and customer development and service techniques. These are not necessarily all of the elements of the System. We may

change, improve, add to, delete from, and further develop the elements of the System from time to time.

C. We identify the businesses operating under the System by means of the “Pizza Fusion” name and certain other trademarks, service

marks, trade names, signs, logos, and other indicia of origin (collectively, the “Proprietary Marks”). We may designate other trade names, service

marks, and trademarks (and also periodically delete old names and marks) as Proprietary Marks.

D. You understand the importance of our high standards of quality, appearance, and service and the necessity of operating your

Franchised Business in accordance with this Agreement and our standards, specifications and procedures.

Therefore, the parties, who each intend to be legally bound by this Agreement, and for good and valuable consideration, now agree as

follows:

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Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015