Franchise Agreement

• Parties: BURGER KING CORPORATION ("BKC"), INTERNATIONAL FAST FOOD POLSKA SP ZO.0 ("Franchisee"), INTERNATIONAL FAST FOOD CORPORATION ("Principals", "Principal")
• State: Florida
• Section: Commercial Contracts

FRANCHISE AGREEMENT

TABLE OF CONTENTS

I. INTRODUCTION

II. AGREEMENT

1. Definitions

2. Franchise Grant; Term

2.1 Grant

2.2 Term

2.3 No Renewal Right: No Exclusivity

2.4 Continuous Operation

2.5 Best Efforts

3. Consideration for Franchise Grant

4. Management, Control and Corporate Documents of Franchisee

4.1 Managing Director

4.2 Director of Operations

4.3 Substitute Director of Operations

4.4 Restaurant Manager

4.5 Corporate Documents

4.5.1 Single Purpose Entity

4.5 2 Managing Director's Authority

4.5.3 Issuance and Transfer of Shares

4.5.4 Amendments

5. Standards and Uniformity

5.1 Strict Compliance

5.2 The MOD Manual

5.3 Building and Premises

5.3.1 Initial Construction

5 3 2 Repair and Maintenance

5 3.3 Current Image

5.4 Signs

5.5 Equipment

5.6 Vending Machines, Etc.

5 7 Menu Service and Hygiene

5.8 Hours of Operations

5.9 Uniforms

5.10 Advertising and Promotion Materials

5.11 Interference with Employment Relations of Others

5.12 Improvements

5.13 Self-Audit

5.14 Health Problems

5.15 Right of Entry, Inspection and Closure

5.16 Sources of Supply

5.16.1 Authorized Suppliers

5.16.2 Self-Supply

5.16.3 Limit on BKC Responsibility

5. 16.4 Franchisee's Responsibilities

6. Services to Franchisee

6.1 Services Provided By BKC

6.2 Services Not Provided By BKC

6.3 Optional Services

7. Location

7.1 Exclusive Purpose

7.2 Damage to Franchised Restaurant

8. Training and Staffing

8.1 Pre-Opening Training

8.2 New Director of Operations

8.3 Training Program

9. Royalty and Advertising Contribution

9.1 Royalty

9.1.1 Payment of Royalty

9.1.2 Inability to Remit Royalty

9. 2. Advertising and Sales Promotion

9.2.1 Franchisee's Administration of Ad Fund

9.2.2 BKC's Right to Administer Funds

9.2.3 Administration

9.2.4 Compliance with Laws and Policies

9.3 Gross Sales

9.4 Interest and Attorney's Fees

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10. Accounting Procedures; Right of Audit.

10.1 Accounting

10.2 Annual Financial Statements

10.3 Audits

10.4 Release of Financial Information

10.5 Polling

10.5.1 POS Systems

10.5.2 Authorized Polling

10.5.3 Other Information

11. Limitations of Franchise

11.1 Trademarks, Trade Names, Service Marks and Trade Secrets

11.1.1 Registration Assistance by Franchisee

11.1.2 Ownership

11 1.3 Confidentiality of trade Secrets

11.1 4 Registered User Agreements

11.1.5 No Impairment of Marks

11.1.6 Assignment of Righits in Marks

11.1.7 Infringement, Etc.

11.1.8 Registered Marks

11.1 9 Franchisee Name

11.1.10 Registration of Agreement

11.2 Independent Contractor

11.2.1 No Agency

11.2.2 Public Notice of Independence

12. Unfair Competition

13. Insurance; Indemnification

13.1 General Liability Insurance

13.2 Workers Compensation, Etc.

13.3 Indemnity

14. Taxes

14.1 Payment When Due

14.2 Withholding Taxes

14.3 Election

15. Disposal

15.1 Transfer of Interest by Franchisee

15.2 Transfer of Interest by Principals

15.3 Notice of Proposed Transfer

15.4 Right of First Refusal

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15.4.1 Notice; Exercise of Option

15.4.2 No Waiver

15.4.3 Unauthorized Transfer Void

15.4.4 Sale; BKC Consent

15.5 BKC Consent to Transaction

15.5.1Transfer of Substantially All Assets or Transfer of

Stock by Principal

15.5.2 Securities Offerings