National Promoter Franchise Agreement
On the next several pages, the national promoter franchise agreement will appear. Please make sure to read it carefully so you understand what you are agreeing to.
This Franchise Agreement, dated as of the date it is electronically submitted to USofA Pageants, LLC, is made by and between USofA Pageants, LLC, a Texas Limited Liability Company with principal offices in Springfield, Missouri (“USofA Pageants”, “we”, “us”, or “our”), and the following individual(s) and/or entities listed on the signature page (individually or collectively referred to as “Franchisee”, “you”, or “your”).
SECTION 1. PARTIES
1.0 This agreement grants an exclusive license to promote, produce, and operate a national pageant granted by us and to you. The national pageant name, geographic area where it may be held were selected in the prior pages. The length of this agreement is until thirty (30) days after the national pageant is held. (the Term)
1.1 You may elect to form a partnership, limited liability company, or corporation prior to or after this Agreement is signed. At no time, may you create a non-profit to be a party to this Agreement. Should you create a partnership, limited liability company, or corporation to be a party to this Agreement, all bylaws, operating agreements, incorporation papers must be sent to us, along with a written request to amend this Agreement and substitute the partnership, limited liability company, or corporation in your place. We expressly reserve the right to refuse the substitution for any reason (or no reason at all) and to request additional information as needed. Should any amendments, modifications, or changes occur in the partnership, limited liability, or corporation during the term of this Agreement, you agree to submit them to us for review and approval. At no time, may any amendment, modification, or change conflict with any portion of this Agreement or our Standards. In the event there is a conflict, this Agreement or our Standards shall prevail.
SECTION 2. GRANT OF THE FRANCHISE
2.0 As a result of the expenditure of time, effort, and money, we have acquired experience and
skill in the continued development of the USofA Pageants System (the “System”), which involves the conceptualization, design, specification, development, operation, marketing, franchising, and licensing of pageants or contests.
2.1 In connection with the System, we own or have the right to license certain intellectual property. This property includes, but is not limited to, trademarks, service marks, copyrights, logos, and other intellectual property (collectively, the “Proprietary Marks”).
2.1.1 At all times, we shall retain ownership of the name and rights to our official logo, any logos used by us or our other franchised pageants, the words that incorporate the National Pageant name that is being franchised, and all aspects of the Pageants franchised under the National Pageant.
2.2 As a franchisor, we have the right to establish “Standards” for various aspects of the System that include the quality of the pageant, rules of competition, competition categories, the qualifications of judges, emcees, suppliers or vendors, the method of scoring, the timely marketing of the pageant, and all other things affecting the experience of customers who patronize our System. We make those Standards available to you in our policies and in other forms of communication, which we may update from time to time. With the exception of the method of scoring, rules of competition, and competition categories, complete uniformity may not be possible or practical throughout the System, and we may from time to time vary Standards as we deem necessary or desirable for the System.
2.3 As franchisee, you are responsible for your conduct and for that of yourself, your employees, your contractors, your volunteers, and for otherwise exercising day-to-day control over your franchised pageant. You also have the responsibility to adhere to the Standards of the System as they now exist and may from time to time be modified, and you acknowledge that at the heart of the System and this franchise relationship is your commitment to that responsibility. Furthermore, you acknowledge that your commitment is important to us, to you, and to other franchisees in order to promote the goodwill associated with our System and Proprietary marks, and that this Agreement should be interpreted to give full effect to this paragraph.
2.4 (a) Accordingly, for the Term of this Agreement, we grant you the license, and you accept the obligation, to operate a National Pageant within our System, using our intellectual property, only in accordance with our Standards and the other terms of this Agreement. This license is exclusive and relates solely to the single National Pageant that was selected. We retain the right to operate or license others to operate similar pageants and other concepts, and to grant other licenses relating to the Proprietary Marks, at such locations and on such terms as we choose. We may use or license others to use the Proprietary Marks in ways that compete with your National Pageant and that draw customers from the same area as your National Pageant.
2.4 (b) Conditional Renewal of Franchise. This Agreement shall not automatically renew upon the expiration of the Term. At our discretion, you will have the option to renew the Franchise upon the expiration of the Term for one (1) additional year (the “Renewal Term”) if, and only if, each and every one of the following conditions have been satisfied:
(i) You give us written notice of your desire to renew the Franchise at least two weeks, but not more than six months (the “Renewal Notice Period”) prior to the end of the Term.
(ii) You have maintained the Standards and otherwise sustained compliance with the terms and conditions of your Franchise Agreement over the term of the Franchise Agreement; you must not have any uncured defaults under this Agreement at the time you provide notice; all your debts and obligations to us under this Agreement or otherwise must be current through the expiration of the Term; and we have not issued more than three (3) Notices to Cure or other default notices over the course of the Term.
(iii) For all State Preliminaries, Regional Preliminaries, or Local (City) Preliminaries that are franchised under your National Pageant, you must execute and deliver to us, within 14 days after delivery to you, a copy of the completed State, Regional, or Local (City) Pageant Franchise Agreement for each and every State, Regional , or Local Pageant, including all exhibits and ancillary agreements. We, at our discretion, may require that you utilize an online method of executing and delivering the completed State, Regional, or Local Pageant Franchise Agreements.
(iv) You pay us our then-current renewal fee.
(v) You execute and deliver a termination of franchise agreement and mutual general release, in the form we prescribe form time to time that releases all claims that we may have against each other, and our respective parents, affiliates and subsidiaries, and their respective officers, directors, shareholders, and employees in both their corporate and individual capacities; provided, however, that each parties’ indemnification obligations for claims arising in connection with this Agreement shall survive termination of this agreement and shall not be subject to the general release.
2.5 We will maintain a continuing advisory relationship with you by providing such assistance as we deem appropriate regarding the development and operation of the National Pageant. We may require that you designate a singular person as our primary contact. In support of our advisory relationship, we will make available to you our then-current Manuals setting out our Standards, together with explanatory policies, procedures, and other materials to assist you in complying with those Standards. We shall continue our efforts to maintain the high standards used by the System.
2.6 We have established a franchisee advisory council (the “National Promoters”) composed of all individuals or groups who have signed this Agreement. We will consult with the National Promoters from time to time. The National Promoters will serve solely in an advisory capacity.