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1. Parties: Identification of the franchisor and master franchisee, including full legal names and addresses
2. Background: Context of the agreement, description of the franchise system, and business concept
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Grant of Rights: Scope of master franchise rights, territory definition, and exclusivity provisions
5. Term and Renewal: Initial term of the agreement and conditions for renewal
6. Fees and Payments: Initial fees, ongoing royalties, and payment terms for both master franchisee and sub-franchisees
7. Development Schedule: Minimum performance requirements and development obligations for the territory
8. Training and Support: Franchisor's obligations for initial and ongoing training and support
9. Intellectual Property: Usage rights and restrictions for trademarks, patents, and other IP
10. Quality Control: Standards, specifications, and monitoring requirements
11. Sub-Franchising Rights: Rights and obligations in granting and managing sub-franchises
12. Advertising and Marketing: Marketing obligations, cooperative advertising, and brand standards
13. Confidentiality: Protection of confidential information and trade secrets
14. Non-Competition: Restrictions during and after the term of the agreement
15. Default and Termination: Events of default, remedies, and termination provisions
16. Post-Termination: Obligations and rights after agreement termination
17. Governing Law: Choice of law and jurisdiction provisions
18. Dispute Resolution: Mechanisms for resolving disputes, including mediation and arbitration
19. Assignment: Rights and restrictions regarding transfer of the agreement
20. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Language Requirements: Required for operations in Quebec, addressing French language requirements
2. Currency and Exchange: Include when fees are paid in multiple currencies
3. Immigration Support: Include when master franchisee requires assistance with immigration matters
4. Indigenous Rights: Include when territory includes or affects Indigenous lands or rights
5. Export Restrictions: Include when cross-border sales are relevant
6. Multi-Unit Development Rights: Include when master franchisee has right to operate own units
7. E-Commerce Rights: Include specific provisions for online sales and territory protection
8. Supply Chain Requirements: Include when specific Canadian suppliers or import requirements exist
1. Schedule A - Territory Description: Detailed description and/or maps of the granted territory
2. Schedule B - Development Schedule: Specific timelines and targets for sub-franchise development
3. Schedule C - Initial Fees and Royalties: Comprehensive fee structure and payment terms
4. Schedule D - Trademark Schedule: List of registered and pending trademarks in Canada
5. Schedule E - Initial Training Program: Details of required initial training for master franchisee
6. Schedule F - Mandatory Equipment and Supplies: Specifications for required equipment and approved suppliers
7. Schedule G - Confidential Operations Manual Table of Contents: Overview of operations manual content
8. Schedule H - Standard Sub-Franchise Agreement: Approved form of sub-franchise agreement
9. Schedule I - Compliance with Local Laws: Provincial-specific requirements and disclosures
10. Schedule J - Required Insurance: Insurance types and minimum coverage requirements
11. Schedule K - Financial Reporting Forms: Standard forms for financial reporting
12. Appendix 1 - Personal Guarantees: Form of personal guarantee for master franchisee principals
13. Appendix 2 - Disclosure Requirements: Provincial-specific disclosure requirements and forms
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