Nonexclusive Broker Agreement
This Agreement is made between SD Franchise, LLC, a Florida limited liability company (“SD Franchise”) and the franchise broker who accepts this Agreement (“Broker”).
1. Appointment. SD Franchise hereby appoints Broker as a nonexclusive franchise broker to solicit and screen qualified prospective franchisees (“Candidates”) for the Splash and Dash Groomerie & Boutique franchise system in the United States. SD Franchise and Broker do not have an exclusive arrangement. SD Franchise may engage other franchise brokers and may solicit, screen, and sell to Candidates directly. Broker may perform broker services for other franchisors.
2. Broker Services. Broker will: (1) solicit interested Candidates; (2) present initial background information on Splash and Dash operations and investment requirements; (3) collect application material from Candidates, conduct interviews of Candidates and perform preliminary qualification of Candidates for financial and operational capacity; and (4) refer interested pre-qualified Candidates with completed application packages to SD Franchise. Broker will comply with any guidelines and requirements issued by SD Franchise for such services. Broker will not make any statements about the Splash and Dash system or SD Franchise which are not contained in the materials provided by SD Franchise to Broker, or which are not expressly authorized by SD Franchise.
3. Compensation. SD Franchise shall pay Broker a commission as follows: $30,000 paid to Broker within 30 days after execution of a Franchise Agreement and receipt of entire initial franchise fee from any Candidate brought to SD Franchise Franchising by Broker in compliance with this Agreement. Broker shall accept such commission as full compensation for Broker’s services hereunder. No payment will be due from SD Franchise to Broker unless and until the Candidate has paid SD Franchise. In no circumstances will SD Franchise owe the same commission to more than one broker. If multiple brokers claim the same Candidate, SD Franchise reserves the sole and absolute discretion to award the entire commission to one broker or to divide the commission in any manner that SD Franchise deems appropriate.
4. No Authority. Broker has no authority to, and shall not: (1) approve or disapprove any Candidate as a franchisee of SD Franchise; (2) enter into or execute any binding contracts with a Candidate on behalf of SD Franchise; (3) collect any monies from a Candidate; (4) enter into any financial arrangements or make any other economic bargain with a Candidate and/or its principals and affiliates; (5) state a specific level or range of costs, income or profit that a Candidate could realize from the operation of any Splash and Dash business (except for such information contained in Item 19 of the then-current Splash and Dash Franchise Disclosure Document); or (6) make any representation or statement to a Candidate at variance with the Splash and Dash Franchise Disclosure Document.
5. Compliance. Broker will comply with all laws and regulations applicable to the offer and sale of franchises. Without limiting the generality of the foregoing, Broker shall not offer Splash and Dash franchises (1) in any state where Splash and Dash is not registered or otherwise authorized to offer franchises in compliance such state’s laws, or (2) in New York or Washington State without first registering in accordance with the franchise broker registration laws of those states.
6. Confidential Information. Broker shall not use any Confidential Information for their own benefit or communicate or disclose any Confidential Information to any unauthorized person. Confidential Information includes any and all trade secrets and non-public business methods; improvements; data processes; formulae; designs; know-how; and confidential technical and non-technical information, including customer and vendor lists, consumer research, lease data, financial data, sales data, expense data, profit data, and marketing data, which is disclosed by or on behalf of SD Franchise or its affiliates to Broker. The obligations set forth in this Section shall remain in effect indefinitely.
(a) This Agreement continues until terminated by either party. Either party may terminate this Agreement at any time. Upon termination, Broker promptly will return to SD Franchise all materials that were provided to Broker.
(b) If Broker terminates this Agreement, or if SD Franchise terminates this Agreement due to Broker’s breach of this Agreement or the Guidelines, then Broker will not receive any compensation hereunder after the date of termination.
(c) If SD Franchise terminates this Agreement for any reason other than Broker’s breach, then (1) within 15 days Broker shall deliver SD Franchise a list of all Candidates brought to SD Franchise by Broker, and (2) SD Franchise shall compensate Broker for such Candidate that executes a Franchise Agreement or Area Representative Agreement within one year after termination.
8. Miscellaneous. This Agreement shall be subject to and governed by the laws of the State of Florida. The state and federal courts having jurisdiction in Pinellas County, Florida, shall have sole jurisdiction and venue over any disputes related to this Agreement. Broker shall indemnify SD Franchise for any breach of this agreement by Broker or any loss or expense (including attorney fees) arising out of related to any claim by a Candidate or Franchisee based on any unauthorized act by Broker. Failure to insist upon compliance with any provision hereof shall not be deemed a waiver of such provision or any other provision hereof. The parties intend be independent contractors, and neither party is the partner or agent of the other. As an independent contractor, Broker is responsible for their own FICA, FUTA, and other taxes. SD Franchise may assign this Agreement any successor entity or acquirer of all or any portion of its business. Broker has no right to assign this Agreement. This Agreement may not be modified except by a written amendment executed by the parties hereto. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. This Agreement contains the entire agreement of the parties hereto concerning the subject matter hereof. This Agreement supersedes and replaces any prior written or oral agreement concerning broker services.