AGREEMENT ON TERMINATION OF A FRANCHISE CONTRACT

THIS AGREEMENT is made with effect as of [insert date] (Effective Date) between:

(1)       [PLEASE INSERT], a company duly established and existing under the laws of Vietnam, Investment Certificate No. [insert number], issued on [insert date] by the People’s Committees of Ho Chi Minh City, represented by its Chairman and legal representative, [Please insert the name] (PARTY A); and

(2)       [PLEASE INSERT], a company duly established and existing under the laws of Vietnam, Investment Certificate No. [insert number], issued on [insert date], represented by its legal representative, [Please insert the name] (PARTY B).

WHEREAS:

A.        On [insert the commencement date], the Parties entered into a franchising contract (No. [please inssert the number] in which Party A is the Franchisor and Party B is the Franchisee (the Contract)

B.        The Parties would like to mutually terminate the Agreement

BOTH PARTIES hereby agree to the following provisions:

(1)       Termination

Each party hereby acknowledges and agrees that the Contract and other agreements related will terminate (Termination) on the day following the Effective Date (Termination Date), after which time the Contract will be of no further force or effect.

 (2)      Payments

(2.1)    Company will, within [insert the number] days from the Termination Date, pay all amount payable to Party B arising from or relating to the Contract and the Contract termination in accordance with this Agreement, being an amount of VND [insert amount] (Termination Sum).

2.2.      The Parties acknowledge and agrees that the Termination Sum comprises all payment obligations owed by the Party A to Party B in accordance with the laws of Vietnam and the Parties’ mutual agreements.

2.3.      Party B acknowledges and agrees that their receipt from Party A, and the Party A acknowledges and agrees that payment by it, of the Termination Sum shall be in full and final settlement of any claims that the Parties has or may have against the other Party or any of its related parties (in any jurisdiction whatsoever) arising from, or in any way related to the Contract or the termination of the Contract.

3.         Responsibility of the Parties

On or before the Termination Date, Party B shall return to the Party A:

(a)        all properties of Party A assigned to Party B;

(b)       all confidential information in relation to Party A or the franchise system in the form of papers, records, disks, tapes or any other materials or electronic form.

4.         Confidentiality

4.1       The Parties  acknowledges and agrees that all information and documents obtained by the Parties during the course of the Contract (including, without limitation, all client lists, budgets, operations manuals, agreements, technical documents and information or similar documents) are confidential and, notwithstanding the termination of the Contract, the Parties will not disclose such information to any other person (except to the extent required by law) or use such information for the personal gain.

4.2       The contents of this Agreement are confidential and each party agrees not to disclose the provisions of this Agreement to any other person other than their legal or financial advisers or as required by applicable law.

5.         General waiver and release

5.1       the Parties hereby releases and discharges the other party and each of their employees, officers, agents and advisors (Released Parties) from (and covenants not to sue the Released Parties with respect to) any causes of action, suits, liabilities, claims or demands whatsoever (upon any legal or equitable basis, whether contractual, in tort, common law, civil law, statutory, federal, state, local or otherwise) that the Parties has or may have against the other Party or any other member of the Group arising from or in any way connected to the Contract. 

5.2.      Subject to the provisions of clauses 5.1, the Parties:

(a)        acknowledges and agrees that if the Parties may hereafter discover claims or facts in addition to, or different from, those which the Parties now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected upon execution of this Agreement, may have materially affected the Parties’ decision to execute this Agreement; and 

(b)       hereby waives any and all rights, claims or causes of action that might otherwise arise as a result of such different or additional claims or facts at any time in the future.

6.         Governing Law and Jurisdiction

6.1       This Agreement shall be governed by, and construed in accordance with, the laws of the Socialist Republic of Vietnam.

6.2       Any dispute in relation to this Agreement shall be firstly resolved by amicable settlements. If the Parties fail to resolve the disputes together, the dispute  shall be submitted to the courts of Vietnam for a resolution.

This Agreement shall come into full force from the date all parties hereto have signed it. It is made in 4 (four) copies, 2 (two) in English and 2 (two) in Vietnamese. Each party shall retain 1 (one) copy of each language. In the event of any conflict between the English text and the Vietnamese text, the English text shall prevail.  The parties acknowledge and agree that this Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and supersedes all prior oral or written agreements, understandings, letters, statements or arrangements relating thereto.

The contracting parties have read, and fully understood all provisions of this Agreement and agree to be bound by the contents of this Agreement without any pressure, duress or compulsion.

APPENDIX 1

TERMINATION SUM