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1. Parties: Identifies the current franchisee (transferor), the new franchisee (transferee), and the franchisor
2. Background: Outlines the existing franchise relationship, reason for transfer, and context of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Transfer of Franchise Rights: Details the specific rights and obligations being transferred
5. Purchase Price and Payment Terms: Specifies the consideration for the transfer and payment structure
6. Conditions Precedent: Lists requirements that must be met before the transfer becomes effective
7. Franchisor's Consent: Documents the franchisor's approval of the transfer and any conditions attached
8. Handover Process: Outlines the transition process and timeline
9. Representations and Warranties: States the promises and guarantees made by each party
10. Training and Support: Details the training requirements for the new franchisee
11. Post-Transfer Obligations: Specifies ongoing obligations of all parties after the transfer
12. Indemnification: Sets out the parties' indemnification obligations
13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes
14. Execution: Formal signing section with witness requirements
1. Employee Matters: Required when employees are being transferred as part of the franchise transfer
2. Third-Party Consents: Needed when specific third-party approvals are required for the transfer
3. Intellectual Property Assignment: Required when specific IP rights need separate transfer documentation
4. Tax Provisions: Detailed section needed when complex tax implications exist
5. Competition Compliance: Required when transfer might raise competition law concerns
6. Foreign Investment Provisions: Required when the transfer involves foreign investors
7. Broker Provisions: Needed when a broker was involved in facilitating the transfer
1. Schedule 1 - Existing Franchise Agreement: Copy or summary of the current franchise agreement being transferred
2. Schedule 2 - Assets Inventory: Detailed list of physical assets included in the transfer
3. Schedule 3 - Financial Statements: Recent financial statements of the franchise business
4. Schedule 4 - Transfer Price Calculation: Detailed breakdown of the transfer price components
5. Schedule 5 - Handover Checklist: Comprehensive list of items and tasks for the transfer process
6. Schedule 6 - Required Licenses and Permits: List of all necessary governmental and regulatory approvals
7. Schedule 7 - Existing Contracts: List of all contracts being transferred or requiring assignment
8. Appendix A - Form of Franchisor's Consent: Standard form of the franchisor's written consent
9. Appendix B - Training Program: Details of required training for the new franchisee
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