Management Services Agreement

This Management Services Agreement ("Agreement") is made as of the ______ by and between ______, Inc., an Indiana corporation

("Company") and _________ Corporation, an Indiana corporation

("Developer").

RECITALS

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1. The Company and the Developer have entered into or propose to enter into one or more Franchise Agreements (each a "Franchise Agreement" and, collectively, the "Franchise Agreements"), whereby the Company or a subsidiary of Company shall grant to the Developer the right to operate a _______ Restaurant (the "Restaurant").

2. Developer has requested and the Company has offered that the Company perform or assist the Developer in performing certain management functions in connection with Developers operations under the Franchise Agreements.

3. The Developer desires to enter into an agreement pursuant to which the Company would perform such services for Developer upon the terms and subject to the conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledge, the parties hereby agree as follows:

1. MANAGEMENT SERVICES. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall provide to the Developer for each Restaurant operated by the Developer and for the Developer as a whole certain management services (the "Services"), including but not limited to the following:

(a) insurance management;

(b) operations and management training;

(c) human resources management and assistance;

(d) in-store marketing advice and assistance;

(e) multiple-unit operations management and assistance.

2. FEES FOR SERVICES AND EXPENSE REIMBURSEMENT.

2.1 In consideration of the Services, the Developer agrees to pay to the Company, as a management fee separate and apart from any fee otherwise payable under any of the Franchise Agreements an amount equal to One Thousand Dollars ($1,000.00) per accounting period ("Accounting Period"), in accordance with the Company's thirteen four-week account periods, for each Restaurant open and operational during any portion of the applicable Accounting Period.

2.2 In addition to the payment of fees as specified in Section 2.1 of this Agreement, the Developer shall reimburse the Company for all non-ordinary, out-of-pocket expenses incurred by the Company or its affiliates in connection with the Services rendered by them hereunder including, but not limited to, travel expenses, legal fees, fees of experts, audit fees, tax fees, payroll service fees, etc. All non-ordinary, out of pocket expenses, however, must be approved by Developer prior to incurring such expense. Expenses payable under this Section 2.2 shall be paid in the manner specified in Section 4.1 of this Agreement.

3. TERM OF SERVICES. The term of this Agreement shall be for the period of time commencing on the effective date hereof and continuing so long as the any of the Franchise Agreements remain in effect. Provided, however, that the Company may terminate this Agreement without notice and cease rendering the Services hereunder upon any non-payment by the Developer of the fees and expenses provided for herein when such fees and expenses are

due and payable.

4. PAYMENT OF AMOUNTS DUE HEREUNDER: LIABILITY.

4.1 The Company will calculate and collect through electronic funds transfer the total dollar amount of all fees and expenses due to the Company hereunder, at the end of each Accounting Period.

4.2 The Company shall not be liable

... ENDE DES AUSZUGES. Wortanzahl im ganzen Dokument: 1203

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