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Full Doc
 | 2002 |
Automobile Dealer Sales and Service Agreement
Automobile Dealer Sales and Service Agreement (78K)
Doc #137816: Click preview link for longer preview.
{Jaguar Logo]
Automobile Dealer
Sales and Service
Agreement
{PAGE}
JAGUAR CARS
DEALER AGREEMENT
This Agreement dated as of (Month, Day, Year) is made by and between (Corporate
Name), a (State) corporation d/b/a/ Jaguar (Location Name) located at
(Address, City State, Zip Code) (hereinafter referred to as the "Dealer") and
JAGUAR CARS, a division of Ford Motor Company with its principal place of
business at 555 MacArthur Boulevard, Mahwah, New Jersy 07430-2327 (hereinafter
referred to as the "Company").
PREAMBLE
The Company is the exclusive authorized distributor in the United States of the
vehicles, parts and accessories manufactured and sold by Jaguar Cars Limited in
the United Kingdom.
The Company and Dealer sell unique motorcars to discriminating buyers, who
expect, and have a right to receive, products designed, engineered and
manufactured to the most exacting standards and retail customer services
unsurpassed in the luxury car industry. The Company and Dealer recognize that
their success depends upon their ability to satisfy those expectations and
commit to use their best efforts to supply products and services commensurate
with such standards. The Company and Dealer acknowledge and agree that
fullfillment of the terms and conditions of this Agreement are essential to the
achievement of these goals.
The Company and Dealer also agree that successful functioning under this
Agreement depends on their mutual cooperation, goodwill and fair dealing. The
broadest objective of this Agreement is to put the business relationship
between the Company and Dealer on a basis where these principles guide both
parties in their common effort to promote the sale of Jaguar Products and to
achieve the highest possible level of customer satisfaction with those products
and the authorized dealers who sell them.
APPOINTMENT OF DEALER
1. The Company hereby appoints the Dealer as a non-exclusive authorized
dealer in Jaguar Products at the Dealership Facilities. The Dealer hereby
accepts such appointment and assumes all of the duties, obligations and
responsibilities of an authorized Jaguar dealer, as specified in this
Agreement.
2. This Dealer Agreement and the "Dealer Agreement Standard Provisions" and
any Exhibits thereto (the "Standard Provisions") (which Standard Provisions
are expressly made a part of this Dealer Agreement, with the same force and
effect as if set forth herein in full) contain the entire agreement between
the parties hereto. Any amendment of this Agreement must be in writing and
signed by an
{PAGE}
Executive Officer of the company and a duly authorized officer of Dealer
named in Paragraph 6 hereof. DEALER HEREBY ACKNOWLEDGES RECEIPT OF SAID
STANDARD PROVISIONS AND THE EXHIBITS THERETO AND DECLARES THE PERSONS NAMED
IN PARAGRAPH 6 HEREOF HAVE EXAMINED THE TERMS AND CONDITIONS CONTAINED
THEREIN AND ARE FULLY FAMILIAR WITH THEM.
3. Dealer shall not sell, assign or otherwise transfer, or attempt to sell,
assign or otherwise transfer this Agreement or sell or transfer any right
or delegate any duty, obligation or responsibility of Dealer hereunder. In
the event Dealer desire to change ownership or management of Dealer or
sell, assign or transfer all or substantially all of the assets used in its
Jaguar Operations, Dealer shall do so only in accordance with the terms and
conditions set forth in the Standard Provisions.
4. This Agreement is to be governed by, and construed in accordance with, the
laws of the state in which Dealer is located. If any provision of this
Agreement should be held invalid or unenforceable for any reason
whatsoever or in violation of any law of the United States, the
District of Columbia, or any state, this Agreement shall be considered
divisible as to such provision; such provision shall be deemed deleted from
this Agreement and the remainder of this Agreement shall be valid and
binding as if such provision had not been included herein.
5. This Agreement supersedes all prior agreements, whether oral or written,
between the parties hereto relative to the terms and conditions of Dealer's
appointment to sell and service Jaguar Products (except any Performance
Agreement(s) between the Company and Dealer that is/are expressly made a
part hereof).
6. This Agreement has been entered into by the Company in reliance upon
Dealer's representations that:
A. The following person(s) has/have an ownership interest (whether direct or
indirect) in Dealer:
PERCENTAGE
NAME AND HOME ADDRESS OF INTEREST TITLE
--------------------- ----------- -----
(Corporate Name or Individual) ( % ) (Title)
(Address)
(City, State, Zip Code)
B. The following person is hereby named the Dealer Operator, with full
managerial authority and responsibility for the operations of Dealer:
PERCENTAGE
NAME AND HOME ADDRESS OF INTEREST TITLE
--------------------- ----------- -----
(Name) ( % ) (Title)
{PAGE}
(Home Address)
(City, State, Zip Code)
C. The following person(s) is/are Officers/Directors of Dealer and will
actually and substantially participate in the management of Dealer:
{Table}
{Caption}
PERCENTAGE
NAME AND HOME ADDRESS OF INTEREST TITLE
--------------------- ------------ -------
{S} {C} {C}
(Name) (%) (Title)
(Home Address)
(City, State, Zip Code)
{/Table}
7. This Dealer Agreement and the appointment made under its
provisions shall, unless sooner terminated for cause or by mutual
consent, as provided for in the Standard Provisions, remain in force
continuously commencing on (Month, Day, Year), provided however, that
the Dealer agrees to enter into any revised or modified Agreement
that the Company may hereafter, from time to time, offer to its
authorized dealers.
8. This Agreement shall not be valid unless and until executed by an
Executive Officer of the Company and by a duly authorized officer of
Dealer named in paragraph 6 hereof.
JAGUAR CARS
By ______________________________________________
Date: _____________
Sally J. Eastwood
Vice President, Franchise Operations
Jaguar Cars
DEALER: (Corporate Name) D/B/A JAGUAR (LOCATION NAME)
By ______________________________________________
Date: _____________
(NAME)
As an individual and an officer of
(Corporate Name)
D/b/a Jaguar (Location Name)
{PAGE}
[JAGUAR LOGO]
DEALER AGREEMENT
STANDARD PROVISIONS
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C} {C}
ARTICLE 1 - Definitions 2
ARTICLE 2 - Obligations of the Company 3
ARTICLE 3 - Terms and Conditions of Sale
of Jaguar Vehicles 3
ARTICLE 4 - Dealership Facilities 5
ARTICLE 5 - Dealer Ownership, Management
and Personnel 6
ARTICLE 6 - General Requirements for Dealer's
Jaguar Operations 8
ARTICLE 7 - Sale and Promotion of Jaguar Products 9
ARTICLE 8 - Customer Service 10
ARTICLE 9 - Purchase and Inventory of Jaguar Parts 12
ARTICLE 10 - Financial Requirements, Statements
and Reports 13
ARTICLE 11 - Trademarks 14
ARTICLE 12 - Advertising and Merchandising 15
ARTICLE 13 - Indemnifications 15
ARTICLE 14 - Termination of the Agreement Prior
to its Expiration 17
ARTICLE 15 - Right of Succession 20
ARTICLE 16 - Extensions and Renewal of Agreement 21
ARTICLE 17 - Rights and Obligations Upon
Termination of Agreement 21
ARTICLE 18 - Miscellaneous Provisions 23
{/TABLE}
{PAGE}
DEALER AGREEMENT STANDARD PROVISIONS
The following Standard Provisions of the Jaguar Cars Dealer Agreement and the
Exhibits hereto (the "Standard Provisions") are expressly made a part of and are
incorporated by reference into the Dealer Agreement and shall apply to and
govern the transactions, dealings and relations between the Company and Dealer
with the same force and effect as if set forth in full in the Dealer Agreement.
Unless otherwise indicated, the term "Agreement" shall mean the Jaguar Cars
Dealer Agreement, its Standard Provisions and the Exhibits hereto, collectively.
ARTICLE 1 - DEFINITIONS
As used in the Agreement, the following terms shall have the following
meanings:
COMPANY-APPROVED UPGRADE PROGRAM - an agreement entered into by and
between the Company and Dealer, usually in the form of a Performance
Agreement, in accordance with which Dealer makes specified changes in
its Dealership Facilities, Jaguar Operations, management or personnel.
DEALERSHIP FACILITIES - the real property and buildings at which, and
out of which, Dealer operates its Jaguar sales, service and parts
operations.
DEALER OPERATOR - the person identified in Paragraph 6B of the Dealer
Agreement, or his successor.
EXECUTIVE OFFICER - the President, Senior Vice Presidents and Vice
Presidents of the Company.
JAGUAR OPERATIONS - all activities of Dealer relating to the sale,
repair or servicing of Jaguar Products and the rendering of customer
services on behalf of owners and prospective owners of such products.
JAGUAR PARTS - all parts, accessories or equipment for Jaguar Vehicles
manufactured and/or sold by Jaguar Cars Ltd. or the Company and
supplied to Dealer by the Company.
JAGUAR PRODUCTS - any Jaguar Vehicles or Jaguar Parts.
JAGUAR SIGNS - any display of the word "Jaguar," the Jaguar "Leaping
Cat," the Jaguar "Cat Head" and/or any other trademark, service mark,
or trade name now, or at any time hereafter, used or claimed by Jaguar
Cars Ltd. or the Company.
JAGUAR VEHICLES - any new vehicle manufactured by Jaguar Cars Ltd. and
sold and distributed by the Company.
PERFORMANCE AGREEMENT - a written agreement entered into by and between
the Company and Dealer, in accordance with which Dealer agrees to
construct, renovate and/or relocate its Dealership Facilities, to
change or augment its management and/or personnel or to otherwise
upgrade its Jaguar Operations.
137816
|
Ford Motor
As referenced in this Automobile Dealer Sales and Service Agreement:
Ford Motor Co – State, Zip Code) (hereinafter referred to as the "Dealer") and
JAGUAR CARS, a division of Ford Motor Co mpany with its principal place of
business at 555 MacArthur Boulevard, Mahwah, New Jersy 07430-
dt 65165
;
Jaguar Cars;
| United Auto Group Inc.
|
| Preview
Full Doc
| 2002 |
Automotive Dealer Sales and Service Agreement
Automotive Dealer Sales and Service Agreement (102K)
Doc #137823: Click preview link for longer preview.
[GENERAL MOTORS LOGO]
AUTOMOTIVE DEALER
SALES AND SERVICE
AGREEMENT
{PAGE}
GMMS 1012
USA 11/2000
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT(S)
Effective NOVEMBER 01, 2000, General Motors Corporation, a Delaware Corporation,
-----------------
separately on behalf of its Division(s) identified in the specific Motor Vehicle
Addendum(s) for [ ] Chevrolet Motor Division, [ ] Pontiac-GMC Division (Pontiac
vehicles), [ ] Pontiac-GMC Division (GMC vehicles), [ ] Oldsmobile Division,
[ ] Buick Motor Division, and [ ] Cadillac Motor Car Division ("General
Motors") and ((COMPANY NAME)), [ ] a proprietorship, [ ] a partnership, or
----------------
[ ] a ((STATEDLRINC)) corporation, [ ] a limited liability company, or [ ] other
---------------
business entity ______, doing business at ((PHYSICALADDRESS)), ((CITY)),
------------------------------
((ST)), ((ZIP)) ("Dealer"), hereby enter into separate Agreement(s) for each
---------------
Motor Vehicle Line-Make(s) included in the Motor Vehicle Addendum(s)
incorporated into this Agreement, and only for the Line-Make(s) included in the
Motor Vehicle Addendum(s). The Agreement for each Line-Make in independent and
separately enforceable by each party, and the use of this common form is
intended solely to simplify execution of the Agreement(s). The parties agree
as follows:
FIRST: TERM OF AGREEMENT(S)
This Agreement(s) shall expire on ((EXPIRATIONDATE)) or ninety days after the
------------------
death or incapacity of a Dealer Operator, whichever occurs first, unless earlier
terminated. Dealer is assured of an opportunity to enter into a new Agreement(s)
at the expiration date if General Motors determines that Dealer has fulfilled
its obligations under this Agreement(s).
SECOND: STANDARD PROVISIONS AND RELATED ADDENDA
The Standard Provisions and all of the related Addenda are hereby incorporated
as part of this Agreement. The Dealer acknowledges that these documents have
been brought to its attention, and Dealer accepts their form, content and
amendments thereto, in the prescribed manner, from time to time.
THIRD: DEALER OPERATOR AND DEALER OWNER
Dealer agrees that the following Dealer Operator will provide personal services
in accordance with Article 2 of the Standard Provisions:
((DEALEROPERATOR))
--------------------------------------------------------------------------------
The following Dealer Owner(s) agree that they will comply in all respects with
Article 3 of the Standard Provisions:
N/A
--------------------------------------------------------------------------------
FOURTH: EXECUTION OF AGREEMENT(S) AND RELATED DOCUMENT(S)
This Agreement(s) and related agreement(s) are valid only if signed:
(a) on behalf of Dealer by its duly authorized representative, and
in the case of this Agreement(s), by its Dealer Operator; and
(b) this Agreement(s) as set forth below on behalf of General Motors
by the Regional General Manager and his authorized representative.
All related agreements will be signed by the Regional General
Manager or his authorized representative.
FIFTH: ADDITIONAL AGREEMENTS AND UNDERSTANDINGS
The following agreement(s) are hereby incorporated by reference into this
Agreement(s):
N/A
---
------
------
------
GENERAL MOTORS CORPORATION
((COMPANY NAME))
----------------
Dealer Firm Name
By: By: /SIG/
------------------------------ ---------------------------------
Dealer Operator and Date Regional General Manager
By:
---------------------------------
Authorized Representative and Date
{PAGE}
FINAL 5-5-00
GMMS 1013
11-00 USA
STANDARD PROVISIONS
DEALER
SALES AND SERVICE
AGREEMENT
GENERAL MOTORS CORPORATION
{PAGE}
TABLE OF CONTENTS
PURPOSE OF AGREEMENT............................................1
ARTICLE 1. APPOINTMENT AS AUTHORIZED
DEALER..........................................................1
ARTICLE 2. DEALER OPERATOR.....................................2
ARTICLE 3. DEALER OWNER........................................2
ARTICLE 4. AUTHORIZED LOCATIONS................................2
4.1 Dealer Network Planning................................2
4.2 Area of Primary Responsibility.........................3
4.3 Establishment of Additional Dealers....................3
4.4 Facilities.............................................3
4.4.1 Location......................................3
4.4.2 Change in Location or Use of Premises.........4
4.4.3 Size..........................................4
4.4.4 Dealership Image and Design...................4
4.4.5 Dealership Equipment..........................5
ARTICLE 5. DEALER'S RESPONSIBILITY TO
PROMOTE, SELL, AND SERVICE PRODUCTS.............................5
5.1 Responsibility to Promote and Sell.....................5
5.1.1 General Responsibilities......................5
5.1.2 Export Policy - Dealers located in US.........5
5.1.3 Export Policy - Dealers located in US Virgin
Islands and Puerto Rico.......................5
5.1.4 Sale for Resale...............................6
5.1.5 Advertising Programs and Promotional Material.6
5.1.6 Dealer Advertising............................6
5.2 Responsibility to Service..............................6
5.2.1 Dealer Responsibility for Customer Care.......6
5.2.2 Dealer Service and Parts Organization.........6
5.2.3 Dealer and General Motors Information Sharing
for Product-related Complaints................7
5.2.4 Dealer Responsibility for Product-related
Complaints....................................7
5.2.5 Service and Parts Manuals, Bulletins,
Technical Bulletins...........................7
5.3 Customer Satisfaction..................................7
5.4 Business Planning......................................7
5.5 Dealer Council.........................................7
5.6 Electronic, Communications, Data Interchange and
Electronic Transactions................................8
ARTICLE 6. SALE OF PRODUCTS TO DEALER..........................8
6.1 Sale of Motor Vehicles to Dealer.......................8
6.2 Sale of Parts and Accessories to Dealer................9
6.3 Prices and Other Terms of Sale.........................9
6.3.1 Motor Vehicles................................9
6.3.2 Parts and Accessories.........................9
6.4 Inventory..............................................9
6.4.1 Motor Vehicle Inventory.......................9
6.4.2 Parts and Accessories.........................9
6.5 Warranties on Products................................10
ARTICLE 7. SERVICE OF PRODUCTS................................10
7.1 Service for Which General Motors Pays.................10
7.1.1 New Motor Vehicle Pre-Delivery Inspections
and Adjustments..............................10
7.1.2 Warranty and Special Policy Repairs..........10
7.1.3 Campaign Inspections and Corrections.........10
7.1.4 Payment for Pre-Delivery Adjustments, Warranty,
Campaign and Transportation Damage Work......11
7.2 Parts and Accessories, and Body Repairs...............11
7.2.1 Warranty and Policy Repairs..................11
7.2.2 Representations and Disclosures as to Parts
and Accessories..............................11
7.2.3 Body Repairs.................................11
7.2.4 Tools and Equipment..........................11
ARTICLE 8. TRAINING...........................................12
ARTICLE 9. REVIEW OF DEALER'S SALES PERFORMANCE...............12
ARTICLE 10. CAPITALIZATION....................................13
10.1 Net Working Capital...................................13
10.2 Wholesale Floorplan...................................13
ARTICLE 11. ACCOUNTS AND RECORDS..............................13
11.1 Uniform Accounting System.............................13
11.2 Application for Payment...............................13
11.3 Examination of Accounts and Records...................14
11.4 Confidentiality of Dealer Data........................14
ARTICLE 12. CHANGES IN MANAGEMENT AND OWNERSHIP...............14
12.1 Succession Rights Upon Death or Incapacity............14
12.1.1 Successor Addendum...........................14
12.1.2 Absence of Successor Addendum................14
12.1.3 Successor Dealer Requirements................15
12.1.4 Term of New Dealer Agreement.................15
12.1.5 Limitation on Offers.........................15
12.1.6 Cancellation of Addendum.....................15
12.2 Other Changes in Ownership or Management..............15
12.2.1 Prior Approval...............................15
12.2.2 General Motors Review of Proposal............16
12.2.3 General Motors Response......................16
12.2.4 Dealer Change in Proposal....................16
12.2.5 Transfer of Equity under 10 Percent..........16
12.2.6 Satisfaction of Indebtedness to GM...........16
12.3 Right of First Refusal to Purchase....................16
12.3.1 Creation and Coverage........................16
12.3.2 Purchase Price and Other Terms of Sale.......17
12.3.3 Consummation.................................17
12.3.4 Assignment...................................17
12.3.5 Transfer Involving Family Members and Dealer
Management...................................17
12.3.6 Expenses.....................................18
{PAGE}
TABLE OF CONTENTS
ARTICLE 13. BREACHES AND OPPORTUNITY TO REMEDY................18
13.1 Certain Acts or Events................................18
13.1.1 Change in Dealer Operator without Approval...18
13.1.2 Any Change in Ownership......................18
13.1.3 Change in Record or Beneficial Ownership.....18
13.1.4 Change in Location to Unapproved Location....18
13.1.5 Unapproved Sale, Transfer or Use of Premises.18
13.1.6 Dispute Among Owners.........................18
13.1.7 Refusal to Timely Provide Information to GM..19
13.1.8 Unfair or Deceptive Advertising Practices....19
13.1.9 Willful Failure to Comply with Law...........19
13.1.10 Submission of False Claims...................19
13.1.11 Failure to Maintain Line of Credit...........19
13.1.12 Failure to Timely Pay Obligations to GM......19
13.1.13 Refusal to Permit Access to Records..........19
13.1.14 Any Other Material Breach....................19
13.2 Failure of Performance by Dealer......................19
ARTICLE 14. TERMINATION OF AGREEMENT..........................20
14.1 By Dealer.............................................20
14.2 By Agreement..........................................20
14.3 Failure to be Licensed................................20
14.4 Incapacity of Dealer Operator.........................20
14.5 Acts or Events........................................20
14.5.1 Conviction...................................20
14.5.2 Insolvency...................................20
14.5.3 Failure to Conduct Business..................21
14.5.4 Misrepresentation to GM by Dealer............21
14.5.5 Submission of False Applications.............21
14.6 Reliance on Any Applicable Termination Provision......21
14.7 Transactions After Termination........................21
14.7.1 Effect on Orders.............................21
14.7.2 Termination Deliveries.......................21
14.7.3 Effect of Transactions After Termination.....22
ARTICLE 15. TERMINATION ASSISTANCE............................22
15.1 Deferral of Effective Date............................22
15.2 Purchase of Personal Property.........................22
15.2.1 General Motors Obligations...................22
15.2.2 Dealer's Responsibilities....................23
15.2.3 Payment......................................23
15.2.4 Replacement Dealer...........................23
15.3 Assistance on Premises................................24
15.3.1 General Motors Obligation....................24
15.3.2 Owned Premises...............................24
15.3.3 Leased Premises..............................24
15.3.4 Rent and Price...............................25
15.3.5 Limitations on Obligation to Provide
Assistance...................................25
ARTICLE 16. DISPUTE RESOLUTION PROCESS........................25
ARTICLE 17. GENERAL PROVISIONS................................26
17.1 No Agent or Legal Representative Status...............26
17.2 Responsibility for Operations.........................26
17.3 Taxes.................................................26
17.4 Indemnification by General Motors.....................26
17.4.1 Breach of GM Warranty........................26
17.4.2 Failure of Product to Conform with Advertising
or Brochures Published by GM.................26
17.4.3 Failure of Product Due to Plant Repair.......27
17.5 Trademarks and Service Marks..........................27
17.6 Notices...............................................28
17.7 No Implied Waivers....................................28
17.8 Assignment of Rights or Delegation of Duties..........28
17.9 No Third Party Benefit Intended.......................28
17.10 Accounts Payable......................................28
17.11 Sole Agreement of Parties.............................28
17.12 Applicable Law........................................29
17.13 Superseding Dealer Agreements.........................29
GLOSSARY.......................................................30
{PAGE}
STANDARD PROVISIONS
The following Standard Provisions are part of General Motors Dealer Sales and
Service Agreement(s) (Form GMMS 1012).
PURPOSE OF AGREEMENT
The purpose of this Agreement is to promote a relationship between
General Motors and its Dealers which encourages and facilitates cooperation and
mutual effort to satisfy customers, and permits General Motors and its dealers
to fully realize their opportunities for business success. General Motors has
established a network of authorized dealers operating at approved locations to
effectively sell and service its Products and to build and maintain consumer
confidence and satisfaction in Dealer and General Motors. Consequently, General
Motors relies upon each Dealer to provide appropriate skill, capital, equipment,
staff and facilities to properly sell, service, protect the reputation, and
satisfy the customers of General Motors Products in a manner that demonstrates a
caring attitude toward those customers. At the same time, Dealer relies upon
General Motors to provide sales and service support and to continually strive to
enhance the quality and competitiveness of its Products. This mutual dependence
requires a spirit of cooperation, trust and confidence between General Motors
and its dealers. To facilitate attainment of cooperation, trust and confidence,
and to provide General Motors with the benefit of dealer advice regarding many
decisions which affect dealer business operations, General Motors has
established mechanisms to obtain dealer input in the decision making process.
This Agreement (i) authorizes Dealer to sell and service General Motors
Products and represent itself as a General Motors Dealer; (ii) states the terms
under which Dealer and General Motors agree to do business together; (iii)
states the responsibilities of Dealer and General Motors to each other and to
customers; and (iv) reflects the mutual dependence of the parties in achieving
their business objectives.
ARTICLE 1. APPOINTMENT AS AUTHORIZED DEALER
General Motors appoints Dealer as a non-exclusive dealer of General
Motors Products. Dealer has the right to buy Products and the obligation to
market and service those Products in accordance with this Agreement and related
documents.
137823
|
General Motors
As referenced in this Automotive Dealer Sales and Service Agreement:
GENERAL MOTORS CORP – DOCUMENT}
{TYPE}EX-10.2.8
{SEQUENCE}11
{FILENAME}k66280ex10-2_8.txt
{DESCRIPTION}FORM OF GENERAL MOTORS CORP ORATION DEALER SALES
{TEXT}
{PAGE}
EXHIBIT 10.2.8
[GENERAL MOTORS LOGO]
AUTOMOTIVE DEALER
SALES
GENERAL MOTORS CORP – GENERAL MOTORS LOGO]
AUTOMOTIVE DEALER
SALES AND SERVICE
AGREEMENT
{PAGE}
GMMS 1012
USA 11/2000
GENERAL MOTORS CORP ORATION
DEALER SALES AND SERVICE AGREEMENT(S)
Effective NOVEMBER 01, 2000, General Motors Corporation, a
General Motors Corp – 11/2000
GENERAL MOTORS CORPORATION
DEALER SALES AND SERVICE AGREEMENT(S)
Effective NOVEMBER 01, 2000, General Motors Corp oration, a Delaware Corporation,
-----------------
separately on behalf of its Division(s) identified in the specific
GENERAL MOTORS CORP – The following agreement(s) are hereby incorporated by reference into this
Agreement(s):
N/A
---
------
------
------
GENERAL MOTORS CORP ORATION
((COMPANY NAME))
----------------
Dealer Firm Name
By: By: /SIG/
------------------------------ ---------------------------------
Dealer Operator and Date Regional General
GENERAL MOTORS CORP – 5-5-00
GMMS 1013
11-00 USA
STANDARD PROVISIONS
DEALER
SALES AND SERVICE
AGREEMENT
GENERAL MOTORS CORP ORATION
{PAGE}
TABLE OF CONTENTS
PURPOSE OF AGREEMENT............................................1
ARTICLE 1. APPOINTMENT AS AUTHORIZED
DEALER..........................................................
dt 65091
;
| United Auto Group Inc.
|
| Preview
Full Doc
| 2002 |
Automobile Dealer Sales and Service Agreement
Automobile Dealer Sales and Service Agreement (152K)
Doc #137829: Click preview link for longer preview.
AUTOMOBILE DEALER
SALES AND SERVICE
AGREEMENT
{PAGE}
[FORD LOGO] FORD MOTOR COMPANY
_________________________Region
FORD SALES AND SERVICE AGREEMENT
{TABLE}
{S}{C}
AGREEMENT made as of the ____________________________________________ day of __________________________________, _________,
by and between ____________________________________________________________________________________________________________
(Name of Entity)
___________________________________________________________________________________________________________________________
(State whether an individual, partnership or corporation) (Show name of the State in which incorporated or registered)
doing business as _________________________________________________________________________________________________________
(Trade Name)
and with a principal place of business at _________________________________________________________________________________
(Street Address) (P.O. Box)
___________________________________________________________________________________________________________________________
(City) (County) (State) (Zip Code) (P.O. Box Zip)
{/TABLE}
(hereafter called the "Dealer") and Ford Motor Company, a Delaware corporation
with its principal place of business at Dearborn, Michigan (hereinafter called
the "Company").
PREAMBLE
The purpose of this agreement is to (i) establish the Dealer as an
authorized dealer in COMPANY PRODUCTS including VEHICLES (as herein defined),
(ii) set forth the respective responsibilities of the Company in producing and
selling those products to the Dealer and of the Dealer in reselling and
providing service for them and (iii) recognize the interdependence of both
parties in achieving their mutual objectives of satisfactory sales, service and
profits by continuing to develop and retain a broad base of satisfied owners of
COMPANY PRODUCTS.
In entering into this agreement, the Company and the Dealer recognize that
the success of the Company and of each of its authorized dealers depends largely
on the reputation and competitiveness of COMPANY PRODUCTS and dealers' services,
and on how well each fulfills its responsibilities under this agreement.
It is the opinion of the Company that sales and service of COMPANY
PRODUCTS usually can best be provided to the public though a system of
independent franchised dealers, with each dealer fulfilling its responsibilities
in a given locality from properly located, adequate, well-equipped and
attractive dealerships, which are staffed by competent personnel and provided
with the necessary working capital. The Dealer recognizes that, in such a
franchise system, the Company must plan for the establishment and maintenance of
the numbers, locations and sizes of dealers necessary for satisfactory and
proper sales and service representation in each market area as it exists and as
it develops and changes. At the same time, the Company endeavors to provide each
of its dealers with a reasonable profit opportunity based on the potential for
sales and service of COMPANY PRODUCTS within its locality.
{PAGE}
The Company endeavors to make available to its dealers a variety of
quality products, responsive to broad wants and needs of the buying public,
which are attractively styled, of sound engineering design and produced on a
timely basis at competitive prices. The development, production and sale of such
products require that the Company and its manufacturing sources make large
continuing investments in plants, equipment, tools and other facilities,
engineering and styling research and development, quality control procedures,
trained personnel and marketing programs. Heavy commitments must also be made in
advance for raw materials and finished parts. For purposes of making these
investments and commitments, planning production and estimating costs for
setting prices, the Company assumes in advance an estimated volume of sales for
each of its products. Within each year, it develops production schedules from
orders submitted by its franchised dealers and its and their best estimates of
the market demand for COMPANY PRODUCTS.
In turn, each of the Company's franchised dealers makes important
investments or commitments in retail sales and service facilities and equipment,
in working capital, in inventories of vehicles, parts and accessories, and
trained sales and service personnel based on annual planning volumes for their
markets.
If satisfactory volumes for either the Company or a dealer are not
realized, each may suffer because of commitments already made and the cost of
manufacturing and of selling each product may be increased. Each dealer must
give the Company orders for the products needed to serve its market. The Company
seeks to adjust production schedules, to the extent feasible, to fill dealer
orders, and to allocate fairly any product in short supply, but inevitably both
the Company and its dealers suffer loss of profits to the extent they cannot
meet market demands. Thus, the automotive business is a high risk business in
which the Company, its manufacturing sources and its dealers can succeed only
though cooperative and competitive effort in their respective areas of
manufacturing, sales, service and customer satisfaction.
Because it is the dealer who deals directly with, and develops the sale of
COMPANY PRODUCTS to the consuming public, the Company substantially relies on
its dealers to provide successful sales and merchandising programs, competent
service operations and effective owner relations programs. To do this, dealers
must carry out their responsibilities of establishing and maintaining adequate
wholesale and retail finance plans, new and used vehicle sales programs, parts
and service sales programs, personnel training and supportive capitalization and
working capital. To assist its dealers in these responsibilities, the Company
establishes and periodically updates standards of operation and planning guides
based on its experience and current conditions. It also offers sales and service
training courses, advice as to facilities, counseling in the various phases of
new and used vehicle merchandising, parts and service merchandising, leasing,
daily rentals and facilities development. It also conducts national advertising,
promotional and other marketing programs and assists dealers in developing
complementary group and individual programs.
To enable the Company to provide such assistance, it requires dealers to
submit uniform and accurate sales, operating and financial reports from which it
can derive and disseminate analytical and comparative operating data and advice
to dealers. The Company also solicits dealers to bring to its attention through
their National Dealer Council organization any mutual dealer problems or
complaints as they arise.
Because the Company relies heavily on its dealers for success, it reserves
the right to cease doing business with any dealer who is not contributing
sufficiently to such success. Similarly, the Company recognizes that its dealers
look to it to provide competitive products and programs and that, if it does not
do so, any dealer may elect to cease doing business with the Company.
The Company has elected to enter into this agreement with the Dealer with
confidence in the Dealer's integrity and ability, its intention to carry out its
responsibilities set forth in this agreement, and its desire to provide
courteous, competent and satisfying sales and service representation to
consumers for COMPANY PRODUCTS, and in reliance upon its representations as to
the persons who will participate in the ownership and management of the
dealership.
The dealer has elected to enter into this agreement with the Company with
confidence in its integrity and ability, its intention to provide competitive
products and assist the Dealer to market them successfully, and its desire to
maintain high quality dealers.
137829
|
Ford Motor
As referenced in this Automobile Dealer Sales and Service Agreement:
[FORD MOTOR CO – 2_13.txt
{DESCRIPTION}FORM OF FORD SALES & SERVICE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2.13
[FORD MOTOR CO MPANY LOGO]
AUTOMOBILE DEALER
SALES AND SERVICE
AGREEMENT
{PAGE}
[FORD LOGO] FORD MOTOR COMPANY
_________________________Region
FORD MOTOR CO – 2.13
[FORD MOTOR COMPANY LOGO]
AUTOMOBILE DEALER
SALES AND SERVICE
AGREEMENT
{PAGE}
[FORD LOGO] FORD MOTOR CO MPANY
_________________________Region
FORD SALES AND SERVICE AGREEMENT
{TABLE}
{S}{C}
AGREEMENT made as of the
Ford Motor Co – City) (County) (State) (Zip Code) (P.O. Box Zip)
{/TABLE}
(hereafter called the "Dealer") and Ford Motor Co mpany, a Delaware corporation
with its principal place of business at Dearborn, Michigan (hereinafter called
Ford Motor Co – to the Dealer and the Dealer
shall purchase COMPANY PRODUCTS from the Company.
C. The Ford Motor Co mpany Ford Sales and Service Agreement Standard
Provisions (Form "FD925-A"), a duplicate original of
FORD MOTOR CO – this agreement in duplicate as of the day
and year first above written.
[FORD LOGO]
FORD MOTOR CO MPANY
_________________________________
(Dealer's Trade Name)
President, Ford Division By ______________________________
Countersigned by (Title) _________________________
dt 65166
;
| United Auto Group Inc.
|
| Preview
Full Doc
| 2002 |
Information for Prospective Franchisees
Information for Prospective Franchisees (151K)
Doc #145173: Click preview link for longer preview.
PAK MAIL CENTERS OF AMERICA, INC.
INFORMATION FOR PROSPECTIVE FRANCHISEES
REQUIRED BY FEDERAL TRADE COMMISSION
* * * * * *
TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS
INFORMATION. WE HAVEN'T CHECKED IT, AND DON'T KNOW IF IT'S CORRECT. IT SHOULD
HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME
INFORMATION ABOUT YOUR CONTRACT, DON'T RELY ON IT ALONE TO UNDERSTAND YOUR
CONTRACT. READ ALL OF YOUR CONTRACT CAREFULLY. BUYING A FRANCHISE IS A
COMPLICATED INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR
CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT. IF
YOU FIND ANYTHING YOU THINK MAY BE WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT
OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.
THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR STATE
AGENCIES ABOUT THEM.
FEDERAL TRADE COMMISSION
------------------------
WASHINGTON, D.C. 20580
----------------------
The Date of Issuance of this Offering Circular is:
February 28, 2002
{PAGE}
FRANCHISE OFFERING CIRCULAR
[GRAPHIC OMITTED] PAK MAIL CENTERS OF AMERICA, INC.
[GRAPHIC OMITTED] (a Colorado corporation)
7173 South Havana Street, Suite 600
Englewood, Colorado 80112
Outside Colorado: (800) 778-6665
In Colorado: (303) 957-1000
www.pakmail.com
---------------
Pak Mail Centers of America, Inc., a Colorado corporation, is offering
franchises for the operation of a business which offers a variety of packaging,
shipping, mailing, communications and information products and services. The
initial franchise fee is $27,950. In addition, franchisees pay us between $2,500
and $4,000 for initial inventory and supplies, between $8,935 and $9,835 for a
point-of-sale computer system and software and between $550 and $1,000 for
marketing items. The total estimated initial investment for a Pak Mail Center
franchise, including the initial franchise fee and these other start up costs
paid to us, ranges from $61,961 to $117,211.
Risk Factors:
1. THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE US ONLY IN
COLORADO. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS
FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO SUE US IN
COLORADO THAN IN YOUR HOME STATE.
2. THE FRANCHISE AGREEMENT STATES THAT COLORADO LAW GOVERNS THE
AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND
BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.
3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
Information comparing franchisors is available. Call the state
administrators listed in Exhibit A or your public library for sources of
information.
Registration of this franchise by a state does not mean that the state
recommends it or has verified the information in this Offering Circular. If you
learn that anything in this Offering Circular is untrue, contact the Federal
Trade Commission and the state authority listed in Exhibit A.
Effective date: February 28, 2002
{PAGE}
TABLE OF CONTENTS
ITEM PAGE
---- ----
1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES.......................1
2 BUSINESS EXPERIENCE...................................................3
3 LITIGATION............................................................8
4 BANKRUPTCY............................................................8
5 INITIAL FRANCHISE FEE.................................................9
6 OTHER FEES...........................................................11
7 INITIAL INVESTMENT...................................................13
8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.....................16
9 FRANCHISEE'S OBLIGATIONS.............................................18
10 FINANCING............................................................19
11 FRANCHISOR'S OBLIGATIONS.............................................20
12 TERRITORY............................................................25
13 TRADEMARKS...........................................................26
14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION......................27
15 OBLIGATION TO PARTICIPATE IN THE ACTUAL
OPERATION OF THE FRANCHISE BUSINESS..................................27
16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.........................28
17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION................28
18 PUBLIC FIGURES.......................................................30
19 EARNINGS CLAIMS......................................................30
20 LIST OF OUTLETS......................................................32
21 FINANCIAL STATEMENTS.................................................34
22 CONTRACTS............................................................35
23 RECEIPT.......................................................Last Page
{PAGE}
EXHIBITS
Exhibit AList of State Agencies/Agents for Service of Process
Exhibit B Franchise Agreement
Exhibit I Premises and Exclusive Area Addendum
Exhibit II Owner's Guaranty and Assumption
Exhibit III Statement of Ownership
Exhibit IV Authorization Agreement for Prearranged
Payments
Exhibit V Build-Out Program Addendum
Exhibit VI Renewal Amendment
Exhibit VII Transfer Amendment
Exhibit C List of Franchisees
Exhibit D Franchisees Who Have Left the System
Exhibit E Financial Statements
Exhibit F Amendment to Franchise Agreement (Conversion)
Exhibit G Operations Manual Table of Contents
Exhibit H Confidentiality and Noncompetition Agreement
Exhibit I Promissory Note, Addendum and Conditional Assignment of
Franchise Agreement
Exhibit J Closing Acknowledgement
Exhibit K Receipt of Offering Circular
{PAGE}
ITEM 1
------
THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES
The Franchisor.
--------------
The name of the franchisor is Pak Mail Centers of America, Inc. For ease of
reference, Pak Mail Centers of America, Inc. will be referred to as "we", "us"
or "PAK MAIL" in this Offering Circular. We will refer to the person who buys
the franchise as "you" throughout this Offering Circular. If the franchisee is a
corporation, partnership or limited liability company, certain provisions of the
Franchise Agreement also apply to the owners as noted in the Franchise
Agreement. PAK MAIL's principal offices are located at 7173 South Havana Street,
Suite 600, Englewood, Colorado 80112. We presently do business under the name
"Pak Mail Centers of America, Inc." and "Pak Mail." We were formed on January
27, 1984, as a Colorado corporation. We have no predecessors or affiliates. Our
agents for service of process are listed on Exhibit A.
Our Business.
------------
We operate and franchise the operation of stores, known as "PAK MAIL
Centers," offering a variety of packaging, shipping, mailing, communications and
information products and services to residential and commercial customers. PAK
MAIL Centers utilize the services of both the U.S. Postal Service and private
carriers. PAK MAIL Centers offer parcel and freight shipping; custom packaging
and crating; freight forwarding; residential and office moving; package
receiving; priority through parcel post mail service; coverage against loss and
breakage; electronic commerce; facsimile transmissions; notary public services;
money orders; photocopying; passport and identification photos; laminating;
custom printing; custom rubber stamps; key making; and the sales of packaging
materials, office supplies, greeting cards, gift wrapping and other items and
materials which we approve. Not all Centers offer all of these services and
products. Sales of each of these products and services as a percentage of total
sales will vary from Center to Center.
PAK MAIL Centers operate under our distinctive business format, systems,
methods, procedures, designs, layouts and specifications ("System"). We
franchise the operation of PAK MAIL Centers under our trade and service mark
"PAK MAIL" and other logos, trademarks, service marks and commercial symbols
("Marks").
The Franchise.
-------------
Our Franchise Agreement ("Franchise Agreement"), which is attached as
Exhibit B to this Offering Circular, must be signed for each PAK MAIL franchise
you purchase. You will receive the right to use our Marks and System to operate
your PAK MAIL Center ("Center"), at your business premises which we must first
approve ("Franchised Location").
We also offer a "Conversion Franchise," which is a franchise established by
converting an operating packaging and shipping center to a PAK MAIL Center. If
you purchase a Conversion Franchise, you sign the Amendment to Franchise
Agreement, attached to this Offering Circular as Exhibit F, in addition to
signing the Franchise Agreement. Unless stated otherwise in this Offering
Circular, the purchaser of a Conversion Franchise has the same franchise
relationship with us as the purchaser of a traditional franchise.
145173
| | Pak Mail Centers of America Inc.
|
| Preview
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| 2001 |
Franchise Agreement
Franchise Agreement (83K)
Doc #145258: Click preview link for longer preview.
RENT-A-WRECK
FRANCHISE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ____________, 20__ by
and between BUNDY AMERICAN CORPORATION, a Maryland corporation, with its
principal office at 10324 South Dolfield Road, Owings Mills, Maryland 21117
("Company") and __________________________________________________________
____________________________________________________________________________
whose principal address is
____________________________________________________________________________
__________________________________________________ ("FRANCHISEE").
1. THE FRANCHISE.
A. PREAMBLES.
COMPANY has developed a system for the operation of a vehicle rental and
leasing business under the name "RENT-A-WRECK". COMPANY uses and licenses the
trade and service mark "RENT-A-WRECK" and related logo, and other marks which
COMPANY has developed and may develop in the future (the "Marks"). FRANCHISEE
has applied for a franchise to own and operate a RENT-A-WRECK business and such
application has been approved by COMPANY in reliance upon all of the
representations made therein.
COMPANY expressly disclaims the making of, and FRANCHISEE acknowledges that
he has not received or relied upon, any warranty or guaranty, express or
implied, as to the revenues, profits or success of the business venture
contemplated by this Agreement. FRANCHISEE acknowledges that he has read this
Agreement and COMPANY's Franchise Offering Circular and that he has no knowledge
of any representations by COMPANY, or its officers, directors, shareholders,
employees or agents that are contrary to the statements made in COMPANY's
Franchise Offering Circular or to the terms herein.
B. GRANT.
Subject to the provisions of this Agreement, COMPANY hereby grants to
FRANCHISEE a franchise (the "Franchise") to operate a RENT-A-WRECK business (the
"BUSINESS") offering vehicles for rental and utilizing COMPANY's formats,
methods, standards, operating procedures and the Marks at (and only at) the
premises (the "Premises") identified in Section 1 of Exhibit A, which is
attached hereto and made a part hereof by this reference, for a term of ten (10)
years commencing on the date of execution hereof. Termination or expiration of
this Agreement constitutes termination or expiration of the Franchise. Provided
that FRANCHISEE is in compliance with this Agreement, COMPANY shall not operate
or grant a franchise for the operation of another RENT-A-WRECK Business within
FRANCHISEE's primary service area (the "Primary Service Area"), as described in
Section 2 of Exhibit A. However, COMPANY has the right to operate, or license
others to operate, vehicle sales, rental or leasing businesses within
FRANCHISEE's Primary Service Area under other trade names, trademarks or service
marks. COMPANY has the right to operate, or license others to operate,
RENT-A-WRECK businesses anywhere outside the Primary Service Area regardless of
proximity to the boundaries of the Primary Service Area.
FRANCHISEE may not regularly deliver vehicles to, transport customers to or
pick-up customers at locations within the primary service area of another
RENT-A-WRECK business during the term of this Agreement. FRANCHISEE acknowledges
that COMPANY may enter into national account contracts and, subject to
145258
|
Rent-A-Wreck
As referenced in this Franchise Agreement:
RENT-A-WRECK
– 10.9
{SEQUENCE}2
{FILENAME}ex-10_9.txt
{DESCRIPTION}FRANCHISE AGREEMENT
{TEXT}
Exhibit 10.9
RENT-A-WRECK
FRANCHISE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ____________,
"RENT-A-WRECK" – a system for the operation of a vehicle rental and
leasing business under the name "RENT-A-WRECK" . COMPANY uses and licenses the
trade and service mark "RENT-A-WRECK" and related
"RENT-A-WRECK" – under the name "RENT-A-WRECK". COMPANY uses and licenses the
trade and service mark "RENT-A-WRECK" and related logo, and other marks which
COMPANY has developed and may develop in
RENT-A-WRECK – the future (the "Marks"). FRANCHISEE
has applied for a franchise to own and operate a RENT-A-WRECK business and such
application has been approved by COMPANY in reliance upon all of the
RENT-A-WRECK – of this Agreement, COMPANY hereby grants to
FRANCHISEE a franchise (the "Franchise") to operate a RENT-A-WRECK business (the
"BUSINESS") offering vehicles for rental and utilizing COMPANY's formats,
methods, standards, operating
dt 69594
;
| Bundy American Corporation
|
| Preview
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| 2001 |
Franchise Agreement
Franchise Agreement (83K)
Doc #145259: Click preview link for longer preview.
PRICELESS RENT-A-CAR, INC.
FRANCHISE AGREEMENT
THIS AGREEMENT is made and entered into this ___ day of _____________,
20___ by and between PRICELESS RENT-A-CAR, INC., a Maryland corporation, with
its principal office at 10324 South Dolfield Road, Owings Mills, Maryland 21117
("COMPANY") and _____________________________________________________ whose
principal address is ___________________________________________ ("FRANCHISEE").
1. THE FRANCHISE.
A. PREAMBLES.
COMPANY has developed a system for the operation of a vehicle rental and
leasing business under the name "PRICELE$$". COMPANY uses and licenses the trade
and service mark "PRICELE$$" and related logo, and other marks which COMPANY has
developed and may develop in the future (the "Marks"). FRANCHISEE has applied
for a franchise to own and operate a PRICELE$$ business and such application has
been approved by COMPANY in reliance upon all of the representations made
therein.
COMPANY expressly disclaims the making of, and FRANCHISEE acknowledges that
he has not received or relied upon, any warranty or guaranty, express or
implied, as to the revenues, profits or success of the business venture
contemplated by this Agreement, FRANCHISEE acknowledges that he has read this
Agreement and COMPANY's Franchise Offering Circular and that he has no knowledge
of any representations by COMPANY, or its officers, directors, shareholders,
employees or agents that are contrary to the statements made in COMPANY's
Franchise Offering Circular or to the terms herein.
B. GRANT.
Subject to the provisions of this Agreement, COMPANY hereby grants to
FRANCHISEE a franchise (the "Franchise") to operate a PRICELE$$ business (the
"BUSINESS") offering vehicles for rental and utilizing COMPANY's formats,
methods, standards, operating procedures and the Marks at (and only at) the
premises (the "Premises") identified in Section 1 of Exhibit A, which is
attached hereto and made a part hereof by this reference, for a term of ten (10)
years commencing on the date of execution hereof. Termination or expiration of
this Agreement constitutes termination or expiration of the Franchise. Provided
that FRANCHISEE is in compliance with is Agreement, COMPANY shall not operate or
grant a franchise for the operation of another PRICELE$$ Business within
FRANCHISEE's primary service area (the "Primary Service Area"), as described in
Section 2 of Exhibit A. However, COMPANY has the right to operate, or license
others to operate, vehicle sales, rental or leasing businesses within
FRANCHISEE's Primary Service Area under other trade names, trademarks or service
marks. COMPANY has the right to operate, or license others to operate, PRICELE$$
businesses anywhere outside the Primary Service Area regardless of proximity to
the boundaries of the Primary Service Area.
FRANCHISEE may not regularly deliver vehicles to, transport customers to or
pick-up customers at locations within the primary service area of another
PRICELE$$ [or Rent-A-Wreck] business during the term of this Agreement.
FRANCHISEE acknowledges that COMPANY may enter into national account contracts
145259
|
Rent-A-Wreck
As referenced in this Franchise Agreement:
Rent-A-Wreck] – or
pick-up customers at locations within the primary service area of another
PRICELE$$ [or Rent-A-Wreck] business during the term of this Agreement.
FRANCHISEE acknowledges that COMPANY may enter into
RENT-A-WRECK – in this Agreement,
"Competitive Business" means any business or enterprise other than a PRICELE$$
or RENT-A-WRECK business that rents or leases automobiles, vans or trucks, or
any other vehicles.
10. RELATIONSHIP
RENT-A-WRECK – basis in connection with any
liability insurance program endorsed by COMPANY.
13. entered into a RENT-A-WRECK Franchise Agreement for substantially
the same primary service area as the PRICELE$$ Primary Service Area
RENT-A-WRECK – for substantially
the same primary service area as the PRICELE$$ Primary Service Area and such
RENT-A-WRECK Franchise Agreement is terminated or expires without renewal;
14. (i) is convicted of, pleads guilty
dt 69595
;
| Priceless Rent-A-Car, Inc.
|
| Preview
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| 2001 |
Guarantee of Franchise License Agreement
Guarantee of Franchise License Agreement (13K)
Doc #145262: Click preview link for longer preview.
GUARANTEE OF FRANCHISE LICENSE AGREEMENT
HOMEWOOD SUITES BY HILTON ATLANTA/BUCKHEAD, GEORGIA
THIS DOCUMENT AFFECTS AND WAIVES IMPORTANT RIGHTS OF THE PERSONS AND ENTITIES
SIGNING IT.
THIS GUARANTEE OF LICENSE AGREEMENT (the "Guarantee") is made by APPLE
SUITES, INC. (the "Guarantor"), as of the 26th day of April, 2001, in
connection with that certain Franchise License Agreement dated as of April 26,
2001 (the "License Agreement"), by and between PROMUS HOTELS, INC. ("Licensor")
and APPLE SUITES MANAGEMENT, INC. ("Licensee") covering that certain Homewood
Suites by Hilton hotel located at 3566 Piedmont Road NW in Atlanta Georgia (the
"Hotel").
WHEREAS, Guarantor is the owner of the real property where the Hotel is
located (the "Property") and is an affiliate of Licensee; and
WHEREAS, Licensor would not have entered into the License Agreement absent
Guarantor's commitment to deliver this Guarantee; and
WHEREAS, Guarantor acknowledges that it will receive considerable benefits
as a result of Licensee holding the license pursuant to the License Agreement.
NOW, THEREFORE, for good and valuable consideration, including but not
limited to the execution of the License Agreement by Licensor, the undersigned
hereby unconditionally and irrevocably guarantees the following: (i) the full
and prompt payment of all sums owed under the License Agreement at the times and
according to the terms expressed therein, including, but not limited to, all
fees and charges, interest, default interest, and other costs and fees
(including, without limitation, attorneys' fees in connection with enforcement
of the License Agreement); and (ii) the performance of all other obligations of
Licensee arising under the License Agreement (Items (i) and (ii) are hereinafter
collectively referred to as the "Obligations").
By signing this Guarantee, Guarantor also agrees that:
1. Guarantee of Payment and Performance. Guarantor's liability under this
Guarantee is a guarantee of payment and performance of the License Agreement and
not of collectibility. Guarantor's liability hereunder will continue until all
Obligations under the License Agreement have been satisfied in full and will not
be limited or affected in any way by transfer of the Hotel or any disability of
Licensee. Guarantor further agrees that should Licensee cease to exist or
become unable to perform its obligations under the License Agreement, Guarantor
will be deemed Licensee under the License Agreement and will perform all
obligations of Licensee existing or accruing thereunder.
2. Waivers of Certain Rights and Defenses. This Guarantee is absolute and
unconditional. Guarantor hereby waives the rights or benefits otherwise
provided to sureties or guarantors under any state or federal law, except as
provided in this Agreement. This waiver is expressly intended to waive any and
all benefits and defenses under California Civil Code ("CC") Sections 2819,
2845, 2849, and 2850 and any benefits or defenses available under the laws of
any other state that may be deemed to be applicable to this Guarantee,
including, without limitation, the right to require Licensor to (i) obtain
Guarantor's consent to any modification of the License Agreement or any other
agreement between Licensor and any party other than Guarantor, (ii) proceed
against any collateral that may be given for any of the Obligations, or (iii)
pursue any other right or remedy for Guarantor's benefit, and agrees that
Licensor may proceed against Guarantor for the Obligations guaranteed herein
without taking any action against Licensee or any other guarantor or pledgor.
Guarantor agrees that Licensor may unqualifiedly exercise, in its sole
discretion, any or all rights and remedies available to it against Licensee or
any other guarantor or pledgor without impairing Licensor's' rights and remedies
in enforcing the Guarantee, under which Guarantor's liabilities will remain
145262
|
Apple Suites
As referenced in this Guarantee of Franchise License Agreement:
APPLE
SUITES, INC – DOCUMENT AFFECTS AND WAIVES IMPORTANT RIGHTS OF THE PERSONS AND ENTITIES
SIGNING IT.
THIS GUARANTEE OF LICENSE AGREEMENT (the "Guarantee") is made by APPLE
SUITES, INC . (the "Guarantor"), as of the 26th day of April, 2001, in
connection with that certain Franchise License Agreement dated as of April
_____________
Apple Suites, Inc – Promus Hotels, Inc.
755 Crossover Lane
Memphis, Tennessee 38117
Attention: Franchise Administration
Phone: (901) 374-5000
Fax: (901) 374-5008
If to Guarantor: Apple Suites, Inc .
306 East Main Street
Richmond, Virginia 23219
Attention: Glade M. Knight
Phone: (804) 643-4964
Fax: (804) 648-2678
(e) If Guarantor
_____________
APPLE SUITES, INC – IN WITNESS WHEREOF, the parties have executed this Agreement which has an
effective date as of the date first written above.
GUARANTOR: LICENSOR:
APPLE SUITES, INC , PROMUS HOTELS, INC.,
a Virginia corporation a Delaware corporation
By: /s/ Glade M. Knight By: /s/ Thomas P. Powell
-------------------- ---------------------
Name: Glade M.
_____________
dt 219119
;
Promus Hotels, Inc.;
| Apple Suites Management, Inc.
|
| Preview
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| 2004 |
Franchise Agreement
Franchise Agreement (154K)
Doc #1623508: Click preview link for longer preview.
CONFORMED COPY
MRS. FIELDS?
FRANCHISE AGREEMENT
BETWEEN
MRS. FIELDS FRANCHISING, LLC
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
AND
MRS. FIELDS' ORIGINAL COOKIES, INC.
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
Licensed Store:
See Schedule A
Date of Franchise Agreement
March 16, 2004
MRS. FIELDS?
FRANCHISE AGREEMENT
TABLE OF CONTENTS
ARTICLE 1?DEFINITIONS; PREAMBLES; AND ACKNOWLEDGMENTS
1
1.1
Date of Agreement
1
1.2
Definitions
1
1.3
. . .
1623508
| |
Michigan
As referenced in this Franchise Agreement:
University of Michigan
– 23510
(757) 625-1177
3/12/1988
91
997
MFC
Flat Iron Crossing
1 West Hat Iron Circle
Broomfield
CO
80020
(720) 887-3387
8/11/2000
91
998
MFC
University of Michigan
530 South State Street Michigan Union
Ann Arbor
MI
48103-1349
(734) 222-5280
10/12/2000
91
2165
MFC
Maine Mall
713 Maine Mall #2165
South Portland
ME
_____________
dt 1399718
|
| Preview
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| 2004 |
Franchise Agreement
Franchise Agreement (154K)
Doc #1629901: Click preview link for longer preview.
CONFORMED COPY
MRS. FIELDS?
FRANCHISE AGREEMENT
BETWEEN
MRS. FIELDS FRANCHISING, LLC
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
AND
MRS. FIELDS' ORIGINAL COOKIES, INC.
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
Licensed Store:
See Schedule A
Date of Franchise Agreement
March 16, 2004
MRS. FIELDS?
FRANCHISE AGREEMENT
TABLE OF CONTENTS
ARTICLE 1?DEFINITIONS; PREAMBLES; AND ACKNOWLEDGMENTS
1
1.1
Date of Agreement
1
1.2
Definitions
1
1.3
. . .
1629901
| |
Michigan
As referenced in this Franchise Agreement:
University of Michigan
– 23510
(757) 625-1177
3/12/1988
91
997
MFC
Flat Iron Crossing
1 West Hat Iron Circle
Broomfield
CO
80020
(720) 887-3387
8/11/2000
91
998
MFC
University of Michigan
530 South State Street Michigan Union
Ann Arbor
MI
48103-1349
(734) 222-5280
10/12/2000
91
2165
MFC
Maine Mall
713 Maine Mall #2165
South Portland
ME
_____________
dt 1399720
|
| Preview
Full Doc
| 2004 |
Franchise Agreement
Franchise Agreement (154K)
Doc #1831171: Click preview link for longer preview.
CONFORMED COPY
MRS. FIELDS?
FRANCHISE AGREEMENT
BETWEEN
MRS. FIELDS FRANCHISING, LLC
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
AND
MRS. FIELDS' ORIGINAL COOKIES, INC.
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
Licensed Store:
See Schedule A
Date of Franchise Agreement
March 16, 2004
MRS. FIELDS?
FRANCHISE AGREEMENT
TABLE OF CONTENTS
ARTICLE 1?DEFINITIONS; PREAMBLES; AND ACKNOWLEDGMENTS
1
1.1
Date of Agreement
1
1.2
Definitions
1
1.3
. . .
1831171
| |
Michigan
As referenced in this Franchise Agreement:
University of Michigan
– 23510
(757) 625-1177
3/12/1988
91
997
MFC
Flat Iron Crossing
1 West Hat Iron Circle
Broomfield
CO
80020
(720) 887-3387
8/11/2000
91
998
MFC
University of Michigan
530 South State Street Michigan Union
Ann Arbor
MI
48103-1349
(734) 222-5280
10/12/2000
91
2165
MFC
Maine Mall
713 Maine Mall #2165
South Portland
ME
_____________
dt 1399722
|
| Preview
Full Doc
| 2004 |
Franchise Agreement
Franchise Agreement (154K)
Doc #1834513: Click preview link for longer preview.
CONFORMED COPY
MRS. FIELDS?
FRANCHISE AGREEMENT
BETWEEN
MRS. FIELDS FRANCHISING, LLC
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
AND
MRS. FIELDS' ORIGINAL COOKIES, INC.
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
Licensed Store:
See Schedule A
Date of Franchise Agreement
March 16, 2004
MRS. FIELDS?
FRANCHISE AGREEMENT
TABLE OF CONTENTS
ARTICLE 1?DEFINITIONS; PREAMBLES; AND ACKNOWLEDGMENTS
1
1.1
Date of Agreement
1
1.2
Definitions
1
1.3
. . .
1834513
| |
Michigan
As referenced in this Franchise Agreement:
University of Michigan
– 23510
(757) 625-1177
3/12/1988
91
997
MFC
Flat Iron Crossing
1 West Hat Iron Circle
Broomfield
CO
80020
(720) 887-3387
8/11/2000
91
998
MFC
University of Michigan
530 South State Street Michigan Union
Ann Arbor
MI
48103-1349
(734) 222-5280
10/12/2000
91
2165
MFC
Maine Mall
713 Maine Mall #2165
South Portland
ME
_____________
dt 1399724
|
| Preview
Full Doc
| 2004 |
Franchise Agreement
Franchise Agreement (154K)
Doc #1846143: Click preview link for longer preview.
CONFORMED COPY
MRS. FIELDS?
FRANCHISE AGREEMENT
BETWEEN
MRS. FIELDS FRANCHISING, LLC
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
(801) 736-5600
AND
MRS. FIELDS' ORIGINAL COOKIES, INC.
2855 East Cottonwood Parkway
Suite 400
Salt Lake City, Utah 84121
Licensed Store:
See Schedule A
Date of Franchise Agreement
March 16, 2004
MRS. FIELDS?
FRANCHISE AGREEMENT
TABLE OF CONTENTS
ARTICLE 1?DEFINITIONS; PREAMBLES; AND ACKNOWLEDGMENTS
1
1.1
Date of Agreement
1
1.2
Definitions
1
1.3
. . .
1846143
| | |