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DOCUMENT TITLE:  ROCKY MOUNTAIN CHOCOLATE FACTORY FRANCHISE AGREEMENT .
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Clause Heading
1 - PURPOSE
2.1 - Grant of Franchise.
2.2 - Scope of Franchise Operations.
3.1 - Franchised Location.
3.2 - Limitation on Franchise Rights; Relocation.
3.3 - Franchisors Reservation of Rights.
4.1 - Initial Franchise Fee.
5.1 - Approval of Lease.
5.2 - Conversion and Design.
5.3 - Signs.
5.4 - Equipment.
5.5 - Electronic Communications.
5.6 - Permits and Licenses.
5.7 - Anti-Terrorism Representation.
5.8 - Commencement of Operations.
6.1 - Initial Training Program.
6.2 - Length of Training.
6.3 - Additional Training.
8.1 - Operations Manual.
8.2 - Confidentiality of Operations Manual Contents.
7.1 - Franchisors Development Assistance.
8.3 - Changes to Operations Manual.
9.1 - Franchisors Services.
9.2 - Additional Franchisor Services.
10.1 - Store Operations.
10.2 - Factory Candy Purchases.
10.3 - Payment for Factory Candy.
10.4 - Limitations on Supply Obligations.
10.5 - Changes in Products.
11.1 - Monthly Royalty.
11.2 - Gross Retail Sales.
11.3 - Royalty Payments.
11.4 - Authorization for Prearranged Payments by Electronic Transfer.
12.1 - Approval of Advertising.
12.2 - Local Advertising.
12.5 - Marketing Services.
13.1 - Compliance with Operations Manual.
12.3 - Marketing and Promotion Fee.
12.4 - Regional Advertising Programs.
13.2 - Standards and Specifications.
13.3 - Inspections.
13.4 - Restrictions on Services and Products.
13.5 - Approved Suppliers.
13.6 - Request to Change Supplier.
13.7 - Approval of Intended Supplier.
14.1 - Marks.
14.2 - No Use of Other Marks.
14.3 - Licensed Methods.
14.4 - Effect of Termination.
14.5 - Mark Infringement.
14.6 - Franchisees Business Name and Domain Name.
14.7 - Change of Marks.
15.3 - Verification.
14.8 - Creative Ownership.
14.9 - Non-Disparagement.
15.1 - Franchisee Reports.
15.2 - Annual Financial Statements.
15.4 - Books and Records.
15.5 - Audit of Books and Records.
15.6 - Failure to Comply with Reporting Requirements.
15.7 - Shopping Service.
16.1 - Transfer by Franchisee.
16.4 - Right of First Refusal.
16.2 - Pre-Conditions to Franchisees Transfer.
16.3 - Franchisors Approval of Transfer.
16.5 - Types of Transfers.
16.6 - Transfer by the Franchisor.
16.7 - Franchisees Death or Disability.
17.1 - Term.
17.2 - Continuation.
17.3 - Rights Upon Expiration.
17.4 - Exercise of Option for Successor Franchise.
17.5 - Conditions of Refusal.
18.1 - Termination by Franchisor Effective Upon Notice.
a - Abandonment.
b - Insolvency; Assignments.
c - Unsatisfied Judgments; Levy; Foreclosure.
d - Criminal Conviction.
e - Failure to Make Payments.
f - Misuse of Marks.
g - Unauthorized Disclosure.
h - Repeated Noncompliance.
i - Unauthorized Transfer.
18.2 - Termination by Franchisor Thirty Days Notice.
a - Failure to Maintain Standards.
b - Deceptive Practices.
c - Failure to Obtain Consent.
d - Failure to Comply with Manual.
e - Breach of Related Agreement.
a - Failure to Pay.
b - Liquidated Damages.
18.4 - Right to Purchase.
18.5 - Obligations of Franchisee Upon Termination or Expiration.
18.6 - State and Federal Law.
19.1 - Independent Businesspersons.
19.2 - Payment of Third Party Obligations.
19.3 - Indemnification.
20.1 - Non-Competition During Term.
20.2 - Post-Termination Covenant Not to Compete.
20.3 - Confidentiality of Proprietary Information.
20.4 - Confidentiality Agreement.
21.1 - Insurance Coverage.
21.2 - Proof of Insurance Coverage.
22.1 - Governing Law/Consent to Venue and Jurisdiction.
22.2 - Cumulative Rights.
22.3 - Modification.
22.4 - Entire Agreement.
22.5 - Delegation by the Franchisor.
22.6 - Effective Date.
22.7 - Review of Agreement.
22.8 - Attorneys Fees.
22.9 - Injunctive Relief.
22.10 - No Waiver.
22.11 - No Right to Set Off.
22.12 - Invalidity.
22.13 - Notices.
22.14 - Payment of Taxes.
22.15 - Acknowledgement.
1 - Franchised Location.
2 - Initial Franchise Fee.
1 - Prearranged Payments.