Marketing Management Services International has opportunities for consultants to branch out on their own through the purchase of a franchise. Being part of a franchise with Marketing Management Services International
will allow you to run your own business while at the same time having the backing and research support of a large network of consultants.
Marketing Management Services International International offers call-centre operations via video phone and laptops to franchisees which open important doors to information retrieval and takes care of the
"chore" bits allowing the franchisee to concentrate on developing their client lists.
Shown below are some of the advantages and disadvantage of taking a Marketing Management Services International Franchise, as well as a copy of the Marketing Management Services International International Franchise Agreement.
For further information about Marketing Management Services International franchise agreements phone or e-mail our head office on (0141) 572 1580 or email@example.com
Table of Contents
- Advantages of an MMSI Franchise
- Disadvantages of an MMSI Franchise
- Franchise Grant: Term & Location
- Franchise Fee
- Franchise Representations
- Standards and Uniformity of Operation
- Services Available to Franchisee
- Royalty and Development Contribution
- Accounting Procedures: Right of Audit
- Limitations of Franchisee
- Unfair Competition
- Insurance: Indemnification
- Taxes, V.A.T
- Assignment: First Right of Refusal
- Disposal of Franchisee's interest on death
- Termination and Effects of Termination
Pros & Cons of the MMSI Agreement
Why buy a Marketing Management Services International franchise?
Before you make the decision to become a Marketing Management Services International franchisee you should understand what you are letting yourself in for. You will have to be comfortable with the relationship between yourself and Marketing Management Services International.
There are advantages and some disadvantages to the arrangement. Listed below are those which we consider to be the most significant.
Your lack of experience of running your own consultancy business will be
overcome by the Marketing Management Services International training programme.
- As a
franchisee you have the incentive of owning your own
business. Although within the framework of Marketing
Management Services International you can, by hard work and effort,
maximise the value of your investment.
- When you open
your business, the name of Marketing Management Services International
will already be familiar to the buyers of consultancy
- Setting up as
a franchisee of Marketing Management Services International will
usually require less capital than would be needed for an
independent new start. Marketing Management Services International will
be providing much of the central support services
required to run a consultancy.
- You will
receive assistance from Marketing Management Services International in
- Premises selection (if required).
- Obtaining finance.
- Staff training.
- Equipment purchase.
- Getting the business open and running smoothly.
business up and running means support in the following areas:
- Central computer services.
- Quality assured systems.
- Sales support.
- Tele-sales support.
- Market research.
- Mentor / tutoring.
- New product development.
- Appointment setting.
- Marketing materials.
- You will receive the benefit of Marketing Management Services International's
national promotional activity.
- You will receive the benefit of any bulk purchases negotiated
centrally by Marketing Management Services International.
- Marketing Management Services International's head office will be able to provide
you with skilled knowledge and experience in all aspects
of the business while you work as self-employed.
- Your business risk is reduced. However, the business risk is not
removed in a franchise agreement and you will still be
required to work hard.
- You will be able to call upon experts from Marketing Management
Services International to assist you with specific problems that arise
in the business.
- You will benefit form the use of any copyrights, trade marks,
patents and trade secrets that are Marketing Management
Services International's own.
- You will have the considerable benefit of Marketing Management
Services International's development programme, looking at new products
and services as well as delivery methods for the
consultancy. These new ideas will be designed to keep
your business up-to-date and competitive.
- You will have access to Marketing Management Services International's considerable
research and market information services. This will
provide you with information that would not otherwise be
available due to cost, or inaccessibility.
- You will be guaranteed that no other Marketing Management Services International
franchisee will set up in your territory.
- Central organisation will enable you to get access to funds from
lenders that might not have been available to you as an
As a franchisee of Marketing Management Services International you will be subject
to controls on the quality of your work and systems you use. Although you are
running your own business you must be prepared to operate within
the same rules as all the other franchisees.
Management Services will demand that standards are
maintained. You will, of course, be encouraged to
contribute to improvements in the systems being used.
- You will have to pay Marketing Management Services International for the services
provided and for the use of the systems.
- Historic success is no guide to future success. You have to buy
into the vision supplied by Marketing Management Services International
and believe their commitment to future support and market
penetration. It is therefore prudent to undertake your
own research into the market so you can share the
confidence of Marketing Management Services International.
- The contract you sign will place certain restrictions on your ability
to dispose of your business should you choose to do so.
It is very important for Marketing Management Services International to
retain control over the choice of franchisees. In
practice this may not be a problem if the buyer is
- You may become too dependent on the central support you receive.
If you do so then the business will fail to develop
- The central policies of Marketing Management Services International may affect your
profitability. The relative requirements for turnover and
margin may differ between yourself and Marketing
- Marketing Management Services International may make mistakes. There may be new
services which do not work or other decisions which have
an adverse effect on your business.
- The good name of Marketing Management Services International may be damaged by events
or people outwith your control.
These advantages and disadvantages listed above are not a definitive
list. They are, however, examples of the issues you should question yourself
about. Entering into a franchise agreement is different from
normal business relationships, such as manager - staff or
supplier - buyer, and requires careful thought.
Management Services International (MMSI) has developed a distinctive and
comprehensive consultancy operating system, including
quality systems, account development methodologies,
operating procedures, copyright materials, uniformity of
service offered and procedures for control and
management. MMSI is engaged in the business of operating
and granting franchises to operate Marketing Management
Services consultancies using the Marketing Management
- MMSI has established a reputation and image with the public as to
the quality of service available, which reputation and
image continue to be unique benefits to MMSI and its
- The franchisee recognises the benefits
to be derived from being identified with and receiving a franchise
from MMSI and being able to utilise the Marketing Management
GRANT: TERM AND LOCATION
MMSI grants to
FRANCHISEE and FRANCHISEE accepts a franchise to use the
Marketing Management Services International System only in the operation of a
Marketing Management Services International Consultancy in FRANCHISE AREA The operating
boundaries of the area are described by OPERATING BOUNDARIES.
The term of this Agreement shall commence on the date the
Franchised Consultancy opens for business (the "Commencement
Date"). Unless separately agreed with MMSI, the Franchisee
agrees to operate the Franchised Consultancy in the allotted area
for a minimum period of five years. This franchise is granted
only for the area specified.
2. FRANCHISE FEE
of the rights granted above, FRANCHISEE shall on or before the
date of this Agreement pay to Marketing Management Services International the
sum of £35,000 which shall be fully earned on the signing of
3. FRANCHISEE REPRESENTATIONS
warrants that all persons having an interest in FRANCHISEE and/or
the franchised Consultancy have been disclosed to MMSI in the
agreement, pursuant to which FRANCHISEE and MMSI are entering into
this Agreement. The FRANCHISEE designated in the agreement is the
individual responsible for the day-to-day running of the
Franchised Consultancy and they are required to devote their
full-time to the operation of the Consultancy. If the FRANCHISEE
wishes to jointly entrust the management of the Franchised
Consultancy to a co-consultant, the consultant employed must (i)
successfully complete the required MMSI training programme; (ii)
be approved by MMSI; (iii) live within reasonable distance of the
area of operation; (iv) devote full time and efforts in the
operation of the Franchised Consultancy. FRANCHISEE will give
notice to MMSI of any staff employed and any changes that may take
place within a reasonable time. FRANCHISEE shall present for
approval by MMSI the name and qualifications of any consultant who
is to be employed.
4. STANDARDS AND UNIFORMITY OF OPERATION
4.1 The FRANCHISEE acknowledges that the close personal
relationship between the FRANCHISEE and MMSI, and strict
adherence to the Marketing Management Services International System, are
fundamental to this franchise. Accordingly the FRANCHISEE
shall, at all times, comply with the standardised systems as
laid out in the MMSI Operations Manual and other manuals
describing the Marketing Management Services International System. The
Operations Manual shall be kept on the consultancy's premises
at all times and all changes and additions made by MMSI shall
be inserted upon receipt. In the event of any conflict
between the manual kept at the Franchised Consultancy and the
master copy maintained by MMSI, the master copy shall prevail.
4.2 The FRANCHISEE shall accept and comply with such modifications
and additions to the Manual as MMSI may, from time to time, in
exercising its judgment in good faith, believe to be
desirable. MMSI shall give reasonable notice prior to the
introduction of such modifications and additions. The
contents of the Manual are confidential and proprietary to
MMSI and may be used by the FRANCHISEE only in connection with
the operations of the Franchised Consultancy.
4.3 MMSI is a quality assured organisation and it is critical to
the service offered and future success of the organisation
that the FRANCHISEE ensures that the Franchised Consultancy
complies with every aspect in the MMSI Quality Manual. The
Quality Manual shall be kept on the consultancy's premises at
all times and all changes and additions made by MMSI shall be
inserted upon receipt. In the event of any conflict between
the manual kept at the Franchised Consultancy and the master
copy maintained by MMSI, the master copy shall prevail.
4.4 FRANCHISEE shall notify MMSI of any potential improvements or
new features which it identifies as capable of benefiting the
Marketing Management Services International System. FRANCHISEE shall not
use potential improvements or new services at the Franchised
Consultancy until authorised by MMSI. MMSI may, without payment
of any royalty to FRANCHISEE, introduce any such improvements
into the Marketing Management Services International System for the benefit
of MMSI and other franchisees and FRANCHISEE grants to MMSI a
non-exclusive license in respect thereof for such purpose.
4.5 FRANCHISEE shall pay for all items purchased from MMSI in
accordance with the standard credit terms which they from
time to time operate.
ADVERTISING AND PROMOTIONAL MATERIAL
4.6 Only those advertising and promotional materials or items
which are authorised, from time to time, by MMSI in writing
prior to use shall be used. No display or use of MMSI logos
shall be made without the prior written approval of MMSI.
COMPLIANCE WITH HEALTH & SAFETY LAWS
4.7 In all matters relating to health, safety and hygiene FRANCHISEE
shall at all times conduct the operation of the Franchised
Consultancy strictly in accordance with all requirements of
the law, any competent authority and the Manual. In the event
of conflicting standards FRANCHISEE shall comply with the
highest standards required.
COMPLIANCE WITH PROFESSIONAL BODIES' CODES OF STANDARDS
4.8 All operations in the Franchised Consultancy and by
FRANCHISEE shall not breach the Chartered Institute of
Marketing Code of Professional Standards. A copy of these
standards must be kept at the Franchised Consultancy at all
4.9 All operations in the Franchised Consultancy and by FRANCHISEE
shall not breach the Market Research Society Code of Conduct.
A copy of the Code of Conduct must be kept at the Franchised
Consultancy at all times.
RIGHT OF INSPECTION
4.10 MMSI shall have unrestricted right to inspect the work and
activities of the Franchised Consultancy, to conduct such
reasonable activities as it deems necessary to ascertain
compliance with this Agreement. The inspections may be
conducted without prior notice at any time when FRANCHISEE or
one of their representatives is at the Franchised
Consultancy. The inspections shall be performed in a manner
which minimizes interference with the operation of the
5. SERVICES AVAILABLE TO FRANCHISEE
5.1 MMSI agrees periodically to advise and consult with FRANCHISEE in
connection with the operation of the Franchised Consultancy
and to provide free of charge to FRANCHISEE:
5.1.1. A pre-trading training programme conducted at MMSI training
facilities and / or existing consultancies in the United
Kingdom and / or the premises of FRANCHISEE.
5.1.2. Pre-trading and opening supervision and assistance by
personnel of MMSI for such a period of time as MMSI, in its
discretion, deems appropriate.
5.1.3. MMSI's Manual, a copy of which will be loaned to FRANCHISEE for the
Term of this Agreement.
5.1.4. Such merchandising, marketing and advertising research data and
advice as may be developed from time to time by MMSI and
deemed by it to be helpful in the operation of a Marketing
Management Services consultancy.
5.1.4. Communication of new developments, techniques and
improvements in MMSI consultancy services and management which
are relevant to the operation of a Marketing Management
Services International consultancy.
5.2 MMSI will provide FRANCHISEE with a central credit control facility.
MMSI will issue invoices and pay monies received directly into
the FRANCHISEE's chosen account. FRANCHISEE will be expected
to assist MMSI in instances where clients do not pay their
accounts within the due period.
5.3 MMSI will operate central research facilities for both primary and
secondary research. FRANCHISEE will be expected to pay for
this service which will be offered at a very competitive
rate. The rate will be agreed between MMSI and FRANCHISEE
prior to any research being carried out.
6.1 The FRANCHISEE, or any operating partner or manager employed by
FRANCHISEE, shall undertake and complete continuing training
programmes in the United Kingdom as may from time to time be
reasonably required by MMSI to ensure compliance with current
is required to complete and maintain their Continuous
Personal Development (CPD) status throughout the Term of the
6.3 The FRANCHISEE shall be responsible for the cost of all travel
and living expenses, salaries and insurance and any other
costs associated with their and any staff's continued
6.4 Any new consultant employed by FRANCHISEE shall within 130 working
days commencing employment in the Franchised Consultancy be
approved by MMSI and shall have successfully completed initial
6.5 FRANCHISEE shall implement a training programme for employees in
accordance with training standards and procedures from time
to time prescribed by MMSI and (without prejudice to any other
obligation in the Agreement) shall at all times staff the
Franchised Consultancy to meet the reasonable requirements of
7. ROYALTY AND DEVELOPMENT CONTRIBUTION
7.1 MMSI shall lay "Accounting Periods" which will
be the duration of a calendar month. The FRANCHISEE shall not later than the
fifteenth (15th) day following each Accounting Period deliver
to MMSI a return of Gross Sales for the Accounting Period and
pay to MMSI, by way of royalty for the use of the Marketing
Management Services System, and for the central support
offered by MMSI, a payment equal to 18% of Gross Sales for the
preceding Accounting period.
7.2 In addition, FRANCHISEE shall pay to MMSI by the fifteenth (15th)
day of each Accounting Period an amount equal to 2% of Gross
Sales in respect of the preceding Accounting Period. This
sum, less direct administrative expenses, will be used for
advertising, sales promotion and public relations on a
national and / or local basis. The allocation and timing of
such expenditure shall be at the sole discretion of MMSI. MMSI
shall provide an annual audited statement of receipts and
expenditures in accordance with this clause 7.2.
7.3 The term "Gross Sales" includes all sums received by
FRANCHISEE for goods or services sold at or from the
Franchised Consultancy. Gross Sales exclude any Value Added
7.4 All payments under this Agreement shall be made in such place and
in such manner as MMSI may reasonably designate. Until further
notice all payments shall be made to Marketing Management
Services Ltd. and in sterling. Should FRANCHISEE fail to make
the return of Gross Sales within the period stipulated,
FRANCHISEE shall pay to MMSI by way of royalty and development
contribution a sum equal to twenty (20) per cent of Gross
Sales last reported, subject to adjustment as and when the
actual amount is established.
7.5 Any late payment shall attract interest, from the date of default
until payment, on a daily basis at 2% over Royal Bank of
Scotland' s sterling base rate (or that of such other major
clearing bank as MMSI may designate) for the time being in
force, or such interest rate as the UK courts may from time
to time be authorised to apply, whichever is the higher.
8. ACCOUNTING PROCEDURES:
RIGHT OF AUDIT
agrees to keep true accurate and complete records of the
Gross Sales in such form as MMSI may from time to time require
and to furnish MMSI with a Gross Sales Statement in the format
prescribed by MMSI within fifteen (15) days of the end of each
Accounting Period. In addition, FRANCHISEE shall retain for a
period of at least six (6) years and, upon request, submit to
MMSI copies of all value added tax returns and supporting data
and records relating to sales made by the Franchised
Consultancy and such other records as MMSI may reasonably from
time to time request.
8.2 MMSI shall
have the right to examine or audit all records relating to
Gross Sales. If, at any time, the FRANCHISEE is shown to have
understated Gross Sales in respect of any period, FRANCHISEE,
shall within fifteen days of receipt of a demand to, pay MMSI
the balance of the royalty and development contribution due
in respect of such period plus interest thereon in accordance
with clause 7.5 of this Agreement from the date such payments
were originally due; and, in addition, if such understatement
is greater than five (5) per cent of actual Gross Sales, the
FRANCHISEE shall reimburse to MMSI all costs of investigation
including professional fees, an allocation of overheads,
travel, lodging and wages, reasonably incurred.
8.3 MMSI shall hold all information provided under this clause
confidential unless required by a competent authority to disclose it.
9. LIMITATIONS OF FRANCHISE
acknowledges that all rights, title, and interest to the
Marketing Management Services International System belong and shall
continue to belong solely to MMSI, and FRANCHISEE disclaims
any right or interest therein or in the goodwill derived
therefrom. FRANCHISEE agrees that all materials loaned or
made available to them, but not to the general public by, or
at the direction of, MMSI at any time relating to the
Marketing Management Service System including, without
limitation, the Manual in its entirety, financial
information, marketing strategy and marketing programmes, are
to be considered trade secrets of MMSI and shall, both during
and after the Term be kept confidential and shall be used by
the FRANCHISEE only in connection with the operation of the
Franchised Consultancy. FRANCHISEE agrees not to divulge any
of the trade secrets to any person other than their employees
and then only to the extent necessary for the operation of
the Franchised Consultancy, and shall not permit any person
to reproduce or copy the Manual or any part thereof or any
other trade secrets of MMSI. FRANCHISEE shall use reasonable
endeavours to safeguard the Manual and any other trade
secrets of MMSI. The above obligations shall not extend to any
information which is in, or comes into, the public domain
unless this is caused by the neglect or breach of this
Agreement by the FRANCHISEE.
acknowledges that at the date of this agreement they have no
right to the Marketing Management Services International System except as
licensed by this Agreement or any other Franchise Agreement
issued by MMSI to FRANCHISEE.
9.3 Neither before nor after the end of the Term shall FRANCHISEE use in
their corporate, business or partnership name any of the
Marketing Management Services International name, slogans or copyright
material used in the Marketing Management Services International System, or
any variation, abbreviation or words confusingly similar to
any of the above.
9.4 FRANCHISEE is an independent operator and is not an agent, partner,
joint venturer or employee of MMSI.
9.5 In all public records and in FRANCHISEE's relationships with other
persons, on stationery and other business forms, FRANCHISEE
shall indicate independent ownership of the Franchised
Consultancy and that it is operated under a franchise granted
10. UNFAIR COMPETITION
10.1 FRANCHISEE shall during the Term of the Agreement use their
best and continuing efforts to promote and develop the
business of the Franchised Consultancy.
10.2 The FRANCHISEE shall not during the Term and for one year
thereafter (or if the FRANCHISEE shall sell the business, for
one year following such sale) engage directly or indirectly,
nor be employed, in any consultancy business which would
compete with any Franchised Consultancy of MMSI or with MMSI
10.3 The FRANCHISEE shall not during the Term acquire an interest in
any consultancy undertaking which competes with Marketing
Management Services where such interest is, by its nature and
size, capable of enabling the FRANCHISEE to influence the
economic conduct of such undertaking.
11. INSURANCE: INDEMNIFICATION
11.1 FRANCHISEE shall at all times during the Term of this
Agreement carry a comprehensive general liability insurance
in a form acceptable to MMSI. Within 14 days of the
Commencement Date FRANCHISEE shall furnish to MMSI a
certificate of insurance confirming that such cover is in
11.2 FRANCHISEE shall at all times during the Term maintain
Employer's Liability insurance as required by law.
11.3 FRANCHISEE shall produce to MMSI upon demand evidence that all
such policies are in full force and effect according to the
11.4 FRANCHISEE is responsible for all losses or damages and
contractual liabilities to third persons arising out of or in
connection with the operation of the Franchised Consultancy,
and for all claims or demands whatsoever, whether relating to
injury, illness or death or otherwise directly or indirectly
resulting therefrom. FRANCHISEE shall defend, indemnify and
hold MMSI harmless of, from, and with respect to, any such
matters unless proven to result from negligence by or defects
in the operating procedures of MMSI. MMSI shall notify
FRANCHISEE of any claims, and FRANCHISEE shall be given the
opportunity to assume the defense of the matter. If
FRANCHISEE fails to assume the defense , MMSI may defend the
action in the manner it deems appropriate, and FRANCHISEE
shall pay to MMSI all costs, including legal fees, incurred by
MMSI in effecting such defense, in addition to any sum which
MMSI may pay by reason of any settlement or judgement. MMSI's
right to indemnity under this agreement shall arise and be
valid notwithstanding that joint or concurrent liability may
be imposed on MMSI by statute, regulation or other law.
12. TAXES, V.A.T.
12.1 All royalties, fees and other charges referred to in or payable
in accordance with this Agreement are quoted exclusive of
V.A.T. and the FRANCHISEE shall pay V.A.T. as required by
12.2 FRANCHISEE shall duly pay all charges rates or taxes
associated with the Franchised Consultancy and any premises
occupied if so required.
13. ASSIGNMENT: FIRST RIGHT OF REFUSAL
13.1 FRANCHISEE shall not sell, assign, transfer or make any
declaration of trust in respect of the Franchised Consultancy
or this Agreement, or any beneficial interest therein, or
permit any person to do so, without the prior written consent
of MMSI, except as expressly stated hereunder.
13.2 If FRANCHISEE wishes to dispose of the entire interest of
FRANCHISEE in the Franchised Consultancy and this Agreement
they shall give MMSI a written letter of intent signed by the
intending purchaser together with such information as MMSI may
reasonably request. MMSI shall not unreasonably delay any such
13.3 Within 21 days of the fulfilment of the above conditions, MMSI shall
notify FRANCHISEE whether it wishes to purchase at the price
and upon the terms stated in the letter of intent on fair and
reasonable terms and such notice shall constitute a binding
contract and MMSI and FRANCHISEE shall complete the sale and
purchase with all reasonable speed and in any event within 28
days of MMSI's notice, subject only to obtaining any necessary
consents from others. In addition to the purchase price
specified MMSI shall pay to FRANCHISEE any V.A.T. due thereon
against receipt of a V.A.T. invoice.
13.4 If MMSI does not accept FRANCHISEE's offer to sell the Franchised
Consultancy, FRANCHISEE may conclude the sale to the
purchaser named in the letter of intent at a price at least
equal the price and subject to the terms stated in the letter
of intent, subject to obtaining the prior written consent of
MMSI which shall not be unreasonably withheld or delayed ,
provided the franchisee shall first have provided MMSI with a
duly completed application form together with such references
as MMSI shall reasonably require and the opportunity to
interview the proposed assignee or such person as MMSI may
reasonably require. The sale to the proposed assignee must be
completed within ninety (90) days of MMSI's notice. The
election by MMSI not to exercise its right of first refusal as
to any such offer shall not affect its right of first refusal
as to any subsequent offer. Conditions imposed by MMSI on such
sale may include (but are not limited to) the following
13.4.1 All obligations of FRANCHISEE to MMSI whether arising under this
Agreement or otherwise, must be satisfied at the time of
13.4.2 The purchaser shall prior to the sale being completed have agreed
to an appropriate training schedule.
13.4.3 Approval by MMSI of the terms and conditions of the contract
of sale and purchase which affect the sufficiency of cash
flow from the business after payment of debt service
necessary for the maintenance and growth of the consultancy.
13.4.4 FRANCHISEE shall pay to MMSI the sum of four thousand pounds
(£4,000) or MMSI's then current franchise transfer fee,
whichever is the higher, as a contribution towards costs and
expenses incurred by MMSI in connection with the above.
ASSIGNMENT BY MMSI
13.5 MMSI may assign this Agreement to any person or company which acquires
its Marketing Management Services International business in the United
Kingdom or a substantial part thereof, whether by outright
acquisition or by way of a master franchise agreement.
INTERNAL REORGANISATION OF FRANCHISEE
13.6 Notwithstanding the above, FRANCHISEE may, following written
notification to MMSI, assign this Agreement to any company of
which FRANCHISEE owns and controls 100 per cent of all issued
share capital, provided such company shall not previously
have traded and provided further that FRANCHISEE shall remain
jointly and severally with such company liable for the due
performance of each and every covenant and condition in this
CONTROL OF CORPORATE FRANCHISEE
13.7.1 Where the franchisee is a limited company, the franchisor
shall be entitled to terminate this Agreement if a change in control
of the Franchisee occurs without prior written consent of the
Franchisor. For these purposes a change in control shall
occur only when:
- The Franchisee ceases to be controlled by the
Principal named in this Agreement, or
- if more than one person are named as principal, when
the franchisee ceases to be controlled by one or
more of the Principals named in the Agreement.
13.7.2 MMSI shall not unreasonably withhold or delay its
consent to a change in control of the Franchisee.
13.7.3 A change in control shall not be deemed to occur merely by
reason of shares passing to personal representatives or to a
surviving joint owner on the death of a shareholder.
14. DISPOSAL OF FRANCHISEE'S INTEREST ON DEATH
14.1 Clause 13
above shall apply to any sale by the personal representatives
of any deceased person as it would apply to a sale by such
person were he/she alive.
the personal representatives wish to transfer this Agreement
and the Franchised Consultancy or the beneficial interest of
the deceased therein to a spouse or child of the deceased
entitled thereto under the Will or intestacy, then MMSI have
no right of first refusal and MMSI shall consent to such
transfer to any such person who (a) meets MMSI's criteria for
Franchisee selection and (b) if the deceased personally
managed the Franchised Consultancy, successfully undergoes
14.3 Where the
deceased was the FRANCHISEE, until the personal
representatives of the deceased dispose of the Franchised
Consultancy they shall operate it in all respects in
accordance with this Agreement. If the personal
representatives fail to do so, or if the personal
representatives request MMSI, MMSI may, but shall be under no
obligation to, appoint a manager to operate the Franchised
Consultancy on behalf of the personal representatives. If
such a manager is provided, his liability and the liability
of MMSI shall be limited to exercising reasonable care in the
management of the Franchised Consultancy. MMSI shall be
entitled to make a reasonable charge in respect of the
provision of such manager and may withdraw the service at any
time on giving not less than one month's notice.
14.4 Where the
deceased was the FRANCHISEE, if the personal representatives
of the deceased have not within a period of 12 months from
the death of the deceased, completed the disposal of the
Franchised Consultancy, MMSI may either terminate the
Agreement by one month's notice or by notice elect to
purchase the Franchised Consultancy at a fair market value
upon fair and reasonable terms to be agreed by both parties.
15. TERMINATION, AND EFFECTS OF TERMINATION
occurrence of any of the following events shall constitute
good cause for MMSI, at its option and without prejudice to
any other rights of MMSI, and without compensation to the
Franchisee, to terminate this Agreement, such notice to be
given in writing.
15.1.1 If the
FRANCHISEE shall compound with its creditors or if any
distress or execution is levied on the FRANCHISEE's goods or
if the FRANCHISEE enters into liquidation whether compulsory
or voluntary (save where liquidation is for the purpose of
amalgamation or reconstruction only while solvent) or if an
administrator or administrative receiver or other receiver is
appointed by a court over the whole or any part of the
FRANCHISEE's undertaking or application is made to any court
for any such appointment to be made, or being a partnership
the FRANCHISEE is dissolved , or if any other steps are taken
under any insolvency, bankruptcy, receivership, or moratorium
laws from time to time in force, but so that the appointment
of a receiver or manager in accordance with the terms of any
mortgage charge or debenture shall for these purposes be
FRANCHISEE abandons the franchise relationship without the
prior consent of MMSI at any time during the Term of this
Agreement. The cessation of operation of the Franchised
Consultancy without the consent of MMSI shall be considered
abandonment of the franchise relationship.
15.1.3 If the
FRANCHISEE fails to remedy, within five days of service of a
notice, any failure to operate the Franchised Consultancy in
accordance with the operating instructions contained in the
15.1.4 If the
FRANCHISEE makes any materially false statement in connection
with any return of Gross Sales or in any other account
required hereby other than a manifest and unintentional
FRANCHISEE fails to pay any sum due within fifteen (15) days
of a demand stating that they are in default.
15.1.6 If the
FRANCHISEE commits any other material breach of the terms of
this Agreement and fails to remedy the same within thirty
(30) days of service of a notice requiring him to do so or
commits any material breach of the terms of this Agreement
which is not capable of remedy.
15.1.7 If the
FRANCHISEE commits persistent breaches of the terms of this
Agreement (whether or not material in isolation) after
written warning has been given. Any three breaches occurring
within the period of six months shall be deemed to constitute
15.1.8 If any
events occur which are contrary to Clauses 13 or 14 hereof.
Sentencing of the FRANCHISEE or (in the case of a
partnership) any person comprising the FRANCHISEE to a term
of imprisonment in excess of six months.
FRANCHISEE engages in activities prohibited by Clause 10
(unfair competition) or discloses any trade secrets in
violation of Clause 9.
FRANCHISEE has knowingly made false misleading statements in
order to obtain this Agreement.
termination or expiry of this Agreement, FRANCHISEE's right
to use the Marketing Management Services International System, the trade
secrets of MMSI, MMSI's promotional material and any other
intellectual property rights of MMSI contained in the Manual
or used in the System , shall immediately terminate. On
termination or expiry of this Agreement FRANCHISEE shall
immediately return to MMSI the Manual loaned to him together
with all other material containing trade secrets.
16.1 The introduction shall be considered part of this Agreement.
Paragraph headings are used only for convenience and do not
form part of this Agreement. Where the context so admits,
words importing any gender shall include any other gender;
the singular shall be the plural and vice versa; where the
FRANCHISEE consists of more than one person, physical and
legal covenants on the part of the FRANCHISEE shall be joint
and several; references to Value Added Tax include references
to any tax replacing it; expressions used to define the
parties in this Agreement shall include their successors in
title, personal representatives and assigns; a covenant on
the part of the FRANCHISEE or any person who may join in this
Agreement as guarantor or surety not to do something includes
a covenant not to permit others to do it; any right given to
MMSI includes the right to do it through servants or agents or
third-party contractors and includes any necessary rights of
access; where the FRANCHISEE covenants to do something, it
shall be done at the FRANCHISEE's expense; to the extent of any
inconsistency, this Agreement prevails over the Manual.
16.2 Also, for
the avoidance of doubt, where the context so admits, the
expression "Marketing Management Services International System"
includes any additions, deletions, or substitutions which MMSI
may from time to time in its absolute discretion determine to
16.3 The failure of MMSI to exercise any right or option given to
it under this Agreement, or in any separate guarantee or
other security, or to insist upon strict compliance by
FRANCHISEE or any guarantor with the terms and conditions of
this Agreement shall not constitute a waiver of any terms and
conditions in this Agreement with respect to any other or
subsequent breach, nor a waiver by MMSI of its right at any
time thereafter to require exact and strict compliance with
the terms and conditions of this Agreement.
16.4 The rights and remedies set forth in this Agreement are
cumulative and not mutually exclusive and are in addition to
any other rights or remedies which may be granted by law or
available in equity.
GOVERNING LAW, FORUM & COMPLIANCE
16.5 This agreement shall be read and construed in accordance with
16.6 MMSI and FRANCHISEE agree that if any provision of this
Agreement may be construed in two ways, one of which would
render the provision illegal or otherwise avoidable or
unenforceable and the other of which would render the
provision valid and enforceable, such provision shall have
the meaning which renders it valid and enforceable. Subject
to this , the provisions of this Agreement are severable and
this Agreement shall be interpreted and enforced as if all
invalid and unenforceable provisions were not contained in
the Agreement and partially valid and enforceable provisions
shall be enforced to the extent only that they are valid and
16.7 All notices to MMSI shall be in writing, and shall be hand
delivered or sent by registered mail.
16.8 All notices to FRANCHISEE shall be in writing and shall be hand
delivered or sent by registered mail.
This agreement may only be modified or amended by a written
document executed by a duly authorised person on behalf of
the party against whom any such amendment or modification is
sought to be enforced.
SURVIVAL OF TERMS
16.10 Any provisions of this Agreement which impose an obligation
after termination or expiration of this Agreement shall
survive the termination or expiration of this Agreement and
remain binding on the parties.
16.11 This Agreement, together with the franchise application
executed by MMSI and the FRANCHISEE with regard to the
Franchised Consultancy, constitute the entire agreement of
the parties and supersedes all prior negotiations
commitments, representations, warranties, and undertaking of
the parties (if any) with respect to the subject matter of
this Agreement and to the Franchised Consultancy.
16.12 FRANCHISEE and the principal each acknowledge that they have
been advised by MMSI or its agents to take professional advice
on all aspects of this Agreement and the Marketing Management
Services business and acknowledge that they have taken such
independent advice as they deem necessary and have
independently satisfied themselves on all relevant matters
before entering into this Agreement.