Top Meds Franchise Documents

DATED THE...............DAY OF......................2024

FRANCHISE AGREEMENT

BETWEEN

TOPMEDS SUPPLIES LIMITED

(FRANCHISOR)

&

DUKE OF VETCARE CLINIC

(FRANCHISEE)

1. Effective Date:.......DAY OF ........., 2023

2. Parties:

Franchisor: TOPMEDS SUPPLIES LIMITED

Address for notices:

Master: DUKE OF VETCARE CLINIC

P.O. BOX 90-00902

KIKUYU

3. Master Territory: The country of KENYA

4. Designated Principal: ...................

5. Agency Laws: None.

6. Language: English

7. Term: Ten years plus options for additional ten year term.

8. Statement of Ownership Interests:

The following is a list of all owners of record and all beneficial owners of any

direct or indirect class of equity securities of Master:

Name Percentage of Ownership/Nature of Interest

9. Initial Master Territory Fee: KSHS. ........... , payable to Franchisor as follows:

KSHS................Due on the date of signing of the Master Agreement.

KSH... Due on the one year anniversary of the Effective Date........

KSHS........Due on the three year anniversary of the Effective Date .........)

KSHS...... Due on the four year anniversary of the Effective Date .........)

10. Renewal Fee: KSHS..., for each 10-years the Agreement is renewed, payable in full upon

the new effective date of a new Development Term/Master Franchise Sales Term.

11. Fees Due to Franchisor for Sub franchised TOPMEDS Businesses, and Fee Split between Master

and Franchisor:

Fee Type Amount Payable by

Sub franchisee

Franchisor/Master

Division of Fees

(“Split”)

Initial Sub franchise Fees KSHS......... 30%/70%

Continuing Monthly

Sub franchise Royalty Fee KSHS.............. 30%/70%

Continuing Monthly

Sub franchise Marketing Fee

KSHS..........0%/100%

Sub franchise Transfer Fees

KSHS............15%/85%

Sub franchise Renewal Fee KSHS............. 30%/70%

Fee Type Amount Payable by

Sub franchisee

Franchisor/Master

Division of Fees

(“Split”)

Initial Training Fee KSHS.......100%/0%

If training is provided by Franchisor.....0%/100%

If Training is provided by certified Master

trainers.....100%/0%

12. Other Fees for all Centers.

13. Equipment recommended for each Business Location is listed in the Brand Standards. Below is what is currently recommended.

Technology Fee

KSHS..... per month. Technology Fees are for use of

our online systems such as e-mail and hosting, and

other System technology-related uses

Monthly Education Fee

KSHS...... per month. Monthly Education Fees are used for the

development and implementation of education and training

programs, materials, initiatives, events, travel/visits, and related

technologies and is subject to increase.

Note . Equipment should be purchased approximately 120 days before anticipated opening. In addition to the listed price above you must also pay applicable freight, shipping, taxes and any other delivery and setup costs. The above-listed Equipment prices are subject to change.

14. Initial Insurance Requirements (per TOPMEDS Business, unless such coverage is not then currently

legally available in the country in the Master Territory in which the OS Business is located):

(a) Comprehensive general liability insurance in the amount of KSHS.......per occurrence, combined

single limit for bodily injury and property damage; KSHS....... fire damage legal liability; KSHS.......

medical payments; and KSHS. .....annual aggregate (annual aggregate to apply per TOPMEDS Businesses);

(b) Umbrella liability insurance in the amount of KSHS..........per occurrence and KSHS. .......annual

aggregate (annual aggregate to apply per TOPMEDS Businesses);

(c) Workers’ Compensation insurance, or its equivalent, in amounts prescribed by any government

authority that exercises jurisdiction over the TOPMEDS Businesses or Master, and such other

insurance as may be required by any government authority in the Master Territory; provided, that if

TOPMEDS Businesses in the locality in which the TOPMEDS Businesses is located are not required

to carry Workers’ Compensation insurance, or if such insurance is required but coverage limits are

not specified, Master will obtain such insurance coverage and coverage amounts as are reasonably

required by Franchisor;

(d) Special form coverage (including flood and earthquake if applicable) for the full replacement cost of

the TOPMEDS Businesses and all other property in which Master may have an interest, with no

coinsurance clause and a replacement cost clause attached;

(e) Business income insurance, if available in Master Territory, that specifically provides for payment

to Franchisor of the Continuing Monthly Royalty Fee, which amount will be equal to the average

Continuing Monthly Royalty Fees paid during the previous twelve months or such shorter period as

the TOPMEDS Businesses has been open for business, if less than twelve months; and

(f) Automobile liability coverage, including coverage of owned, non-owned and hired vehicles with

coverage in amounts not less than KSHS......per occurrence, combined single limit for bodily

injury and property damage.

A. Requirement. Master and the Operating Affiliates will procure, prior to the

commencement of any operations under this Agreement, and, at Master’s expense, will

maintain in full force and effect at all times during the term of this Agreement insurance

(on a per OS Business basis) providing the types and amounts of coverage that Franchisor

from time to time specifies. The Summary Pages to this Agreement specify the initial

coverages that Master and the Operating Affiliates must obtain and maintain on a per OS

Business basis; Franchisor reserves the right to specify additional or different coverages in

the Brand Standards.

B. Policy Characteristics. Each such policy will be in a form satisfactory to

Franchisor; will provide protection to Master,, Franchisor, their respective partners,

subsidiaries and Affiliates and their respective officers, directors, partners, and

employees; and will be written by a responsible carrier acceptable to Franchisor

who has been assigned a professional rating or its equivalent by a

recognized insurance rating service, and who is duly licensed by the appropriate

governmental authorities in any country in the Master Territory.

C. Effect of Franchisor’s Insurance. Master’s obligation to obtain and maintain the

required coverages in the amounts specified will not be limited in any way by reason

of any insurance that Franchisor may maintain, nor will Master’s performance of that

obligation relieve it of liability under the indemnity provisions set forth in this Agreement.

D. Franchisor as Named Insured. Franchisor will be named as an additional insured

on all liability and property damage insurance policies and Franchisor will be named as a

loss payee with respect to Franchisor’s interest in fees under business income insurance

policies and Franchisor’s interest, if any, in real and/or personal property under liability

and property damage insurance policies. All insurance policies will contain a provision

that Franchisor, although named as an insured and/or loss payee, will nevertheless be

entitled to recover under said policies on any loss occasioned to Franchisor or its servants,

agents or employees by reason of the negligence of Master, the Operating Affiliates or

their servants, agents or employees.

E. Evidence of Insurance. At least 30 days prior to the time any insurance is first

required to be carried by Master, and thereafter at least 30 days prior to the expiration of

any such policy, Master will deliver to Franchisor Certificates of Insurance evidencing the

proper coverage with limits not less than those required hereunder. Such Certificates, with

the exception of Workers’ Compensation or its equivalent, will name Franchisor, and each

of its partners, subsidiaries, Affiliates, and officers, directors, agents and employees

thereof as additional insureds, and will expressly provide that any interest of same therein

will not be affected by any breach by Master of any policy provisions for which such

Certificates evidence coverage. Further, all Certificates will expressly provide that no less

than 30 days’ prior written notice will be given Franchisor in the event of material

alteration to or cancellation of the coverages evidenced by such Certificates.

F. Right to Cure. Should Master, for any reason, fail to procure or maintain the

insurance required by this Agreement, Franchisor will have the right and authority (without,

however, any obligation to do so) to immediately to procure such insurance and to charge

same to Master, which charges, together with a reasonable fee for Franchisor’s expenses in

so acting, will be payable by Master immediately upon notice. The foregoing remedies

will be in addition to any other remedies Franchisor may have.