LICENSE AGREEMENT BETWEEN CORPORATION
Date: - ____________
A proposes to enter into the _________ business in the City of ________ and is desirous of acquiring an adequate and proper system for the conduct of that business. (N) under the terms and provisions of a certain contract in writing of ___________ [date], acquired from the (L) Company of ______, a __________ Corporation, a licence to use ________ system, and the right to license other persons, firms or corporations to use the same exclusively in restricted districts in certain cities in the [District and States], and to use the name ________, and all plans, designs, forms, working sheets and data used by the L Company of __________ in the establishment and operation of ________ companies such as have used the _________ system in _________, together with all improvements and additions. The City of __________, is one of the cities selected by N for the establishment and operation of such a _________ company. A desires to acquire from N the exclusive right to use the ________ system in the City of ________ A has been organized with provisions in its charter whereby the total number of shares that may be issued by the corporation is _________, of which _______ shares of the par value of Rs. _______ per share amounting in the aggregate to Rs. ________ shall be _________ per cent preferred share and Rs. ________ common which shares are without nominal or par value, and may be issued by the corporation from time to time for such consideration as may be fixed by the board of directors but which is intended to be sold at Rs. ________ per share.
In consideration of the mutual undertakings and agreements of the parties, it is agreed as follows:
1. N agrees to and does grant to A an exclusive and perpetual franchise for the City of ________, for the use of _________ System, including all appurtenances, as it is authorized to do by and under the terms of the contract of ________ [date], with the L Company of __________, and in that connection, to give to A the advantage of counsel and advice, and to provide A with weekly statement or monthly report forms.
2. A agrees to accept and does accept the exclusive franchise for the use of _________ system, together with all appurtenances, and agrees to use it exclusively in the operation of a __________ Company in the City of __________, and in the conduct of its business it agrees to conform to the system, and in so doing from time to time to advise and consult with N or its duly authorised representative; and agrees that when ready to open for business it will pay to N Rs. ...., being a consideration for services rendered and to be rendered, and the granting of the franchise. A agrees to have made an audit of its business by a firm of certified chartered accountants, to be agreed upon, quarterly, if considered practical and economical, but in no event less than immediately after the close of each financial year, and to furnish N a copy of any and all audits. An also agrees to systematically use the system of report forms furnished by N, and to send them promptly to N for consideration and advice by N.
3. N will pay all the expenses of the incorporation of A. N agrees to select a manager for the business of A, subject to the approval of the board of directors of A.N. will consult with the board in the matter of the location for the business and purchase of fixtures, the execution of a proper lease for the premises to be occupied, and all details necessary to the establishment of the business ready for operation. N will also furnish all necessary forms to install the _________ system with which to conduct the business; furnish all necessary advisory service through a service technician to be employed and paid by N. This technician, in addition to teaching the employees of A the mechanics of the business under _______ system, will call upon ________ persons in the City of ___________ to acquaint them with the advantages they may secure by availing themselves of the service of A; furnish a copy of the customary advertising program in connection with ___________; and complete a business structure for A with a view of obtaining subordinate or subsidiary capital at favorable rates. A further agree that N shall be granted the right to have one representative on the board of A.
4. This agreement includes within it the entire agreement between the parties to and no addition or modification shall be binding upon either party unless the addition or modification is in writing signed by the parties and attached as a rider.
IN WITNESS WHEREOF etc.
[Signature & Seal of all parties]