【正文】
be the subject of a separate Franchise Agreement between Subfranchisor and Company upon the Company39。s then current form. A copy of the form of Franchise Agreement which is currently in effect is attached hereto as Exhibit “D”. Notwithstanding the then current terms being offered by Company:(i) The initial franchise fees and continuing royalties payable by Subfranchisor shall be determined in accordance with sections and below。 and(ii) Company shall not have the continuing obligation to provide to the Subfranchisor any training, service and assistance to the extent that such training, service and assistance is customarily provided or required to be provided by Subfranchisor to Subfranchisees in the Development Area.(b) After Subfranchisor has located a site (for construction) of a proposed Subfranchisor Franchise, Subfranchisor shall submit to Company such information regarding the proposed site as Company shall require, in the form which Company shall from time to time require, together with the terms and conditions of any proposed lease or purchase relating to such site. Company may seek such additional information as it deems necessary within thirty (30) days of submission of the prospective site, and Master Franchise shall respond promptly to such request for additional information. If Company shall not reject the site in writing within thirty (30) days, or within thirty (30) days after a receipt of such additional information, the site shall be deemed approved. Company shall not unreasonably reject a proposed site nor unreasonably delay its approval or disapproval thereof.(c) Promptly after approval of any site, Company shall deliver to Subfranchisor two (2) execution copies of its then current Franchise Agreement pertaining to the approved site and providing for an exclusive territory surrounding said Franchise, as determined by Company in good faith, in accordance with Company39。s then current policies and standards for exclusive territories for similarly situated Franchises. Subfranchisor shall promptly execute and return two copies each of said Franchise Agreement together with the initial franchise fee payable pursuant to Section below. Subfranchisor shall then procure the site by purchase or lease as submitted, and return an executed copy of the lease or other evidence of Subfranchisor39。s right to occupy the approved site.(d) Company shall, promptly upon receipt of said documents and initial franchise fee, execute and return to Subfranchisor one copy each of the Franchise Agreement. Subfranchisor shall then mence construction and operation of the Franchise pursuant to the terms of the Franchise Agreement. Condition Precedent to Company39。s ObligationsIt shall be a condition precedent to Company39。s obligations pursuant to Section , that (a) Subfranchisor shall have performed all of its obligations under and pursuant to this Agreement and all other agreements between Subfranchisor and Company, including but not limited to the Area Development Agreements and all Franchise Agreements entered into between Company and Subfranchisor。 and (b) Subfranchisor shall cause such individuals who are the ultimate shareholders of Subfranchisor or its parent corporation(s) to execute Company39。s standard form of unconditional guarantee of all of the obligations of Subfranchisor or any subsidiary, as applicable, under any such Franchise Agreement. Inspection of Franchises and OperationsSubfranchisor shall conduct inspections of all of the Franchises in the Development Area, and of its operations and the operations of all Subfranchisees, in accordance with the standards from time to time established by Company, upon such schedules and according to such procedures as shall be agreed upon by Company and Subfranchisor, acting in good faith, but, in any event, at least once during each calendar quarter, Subfranchisor shall provide reports to Company with respect to the findings of such inspections, in such form and at such times as Company shall require. Marketing and PromotionSubfranchisor shall participate in all promotion and marketing activities required by Company of its area developers, as required in the Franchise Agreements or otherwise. Additional Assistance and Services(a) Subfranchisor shall provide all Subfranchisees with such assistance and services as Company shall reasonably request and require from time to time in connection with the construction, equipping and opening of the Franchises within the Development Area, the sourcing of equipment, fixtures, furnishings, inventory and supplies for such Franchises, the advertising and promotion of such Franchises, and the supervision of the use, and pliance with Company39。s quality control standards in the use, of the Trademarks at such Franchises.(b) Company will make available to Subfranchisor the benefits of Company39。s information, experience, advice, guidance, and knowhow, and, upon Subfranchisor39。s reasonable request, Company shall counsel and assist Subfranchisor with respect to the management and operations of its Franchised Business.6. PAYMENTS BY MASTER FRANCHISEE AND COMPENSATIONS FOR SERVICES Master Franchise FeeSubfranchisor shall pay to Company a nonrefundable Master Franchise Fee of [$] payable upon the execution hereof. Subfranchisor Franchises—Initial Franchise FeesSubfranchisor shall pay to Company an initial franchise fee upon execution of each Franchise Agreement entered into between Company and Subfranchisor equal to the (i) greater of [$], or (ii) [%] percent of the initial franchise fee then being charged by Subfranchisor to its Subfranchisees. Subfranchisor Franchises—Continuing RoyaltySubfranchisor shall pay a monthly Continuing Royalty pursuant to each Franchise Agreement entered into between Company and Subfranchisor in an amount equal to percent [%] of the “Gross Sales” (as such term is defined in the Franchise Agreement) of the Franchise which is t