Where can I find the terms and conditions that govern the Accounting Services Agreement for a City Wide franchise?

--------|----| | | entered into by and between by and between City Wide Franchise Company, Inc. ("City Wide") and | | | | ("Franchisee") | or | | | (City | | | | Wide | | | | and | | | | Franchisee, | | | | collectively | | | | "Parties" | | | individually "Party"). | | | | | RECITALS | | | A. | City Wide and Franchisee are parties to that certain Franchise Agreement dated | a | | | ("Franchise | | | | Agreement"), pursuant | | | | to | | | | which | | | | Franchisee | | | | is | | | | granted | | | | the | | | | right | | | | to | | | | operate | | | City | Wide franchise in the Designated Territory, as defined in the Franchise Agreement ("Franchised | | | Business"). | | | | B. | Franchisee desires to enlist the Services (defined below) of City Wide's Accounting | |

budgeting, among other services, for the benefit of Franchisee and the Franchised Business. C. City Wide desires to provide said Services to Franchisee and Franchisee wishes to engage City Wide to provide said Services, subject to the terms and conditions of this Agreement.

Services Department for the purpose of assisting in the financial reporting, bookkeeping, collecting, and

In consideration of the foregoing premises and the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

AGREEMENT

• 1. Services. Subject to the terms of this Agreement and based on the information provided to City Wide by Franchisee, City Wide agrees to provide the accounting and financial services to Franchisee, pursuant to the selected accounting package and/or selected accounting services on the attached Accounting and Financial Services Packages ("Exhibit A") attached hereto and made a part hereof (collectively, "Services"). The provision of Services by City Wide will in no way imply or be interpretated that City Wide is in any way responsible for Franchisee's debts, obligations and other liabilities. It is understood by Franchisee that, in the event there is not sufficient cash flow to meet Franchisee's financial obligations, City Wide is in no way obligated to contribute funds to Franchisee's account nor pay Franchisee's financial obligations.
  • 1. Initial Term. The Term of this Agreement shall be one of the following three options:
    • a. New. Thirty (30) days prior to the Franchised Business opens for business to the general public;
    • b. Existing. Thirty (30) days after receipt of three (3) complete billing cycles, if the Franchised Business is already open prior to the Effective Date; or
    • c. Interim. As agreed to and described in the attached Exhibit B Scope of Work,

All the above Terms will continue for a period of twelve (12) months, unless otherwise agreed to in writing among the Parties, or terminated sooner in accordance with Section 3 of this Agreement ("Initial Term"). This Agreement will renew automatically for a period of six (6) months (collectively, each six month term, "Successor Term"), unless terminated in accordance with Section 3 of this Agreement.

• 1. Termination. Unless otherwise agreed to by the Parties, a t any time after the Initial Term, either Partymay terminate this Agreement upon providing ninety (90) days written notice to the other Party, with the termination effective on the ninetieth day from date of delivery of the written notice. City Wide will have the right, without incurring any liability to Franchisee, by notice in writing effective when given, to terminate this Agreement in the event the Franchise Agreement is terminated by City Wide.
• 1. Pricing. The fee structure ("Accounting Services Fee") for the Services is as set forth on Exhibit A.
• 1. Independent Contractor. It is understood and agreed by Franchisee that this Agreement and the provision of Services hereunder by City Wide does not create a fiduciary relationship between them, that the Parties will be independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, joint venture, partner or employee of the other for any purpose.
• 1. Process. Franchisee will be solely responsible for providing City Wide with all requested and required documents, data, contracts, account information and access and other information and access reasonably requested by City Wide so that City Wide can provide the Services to Franchisee. City Wide will not be responsible for the production of inaccurate information, records and billings or any other financial reports if the data submitted by Franchisee is inaccurate.
• 1. Indemnification. Franchisee will indemnify, defend and hold harmless City Wide and its past, present and future officers, directors, agents, attorneys, employees, shareholders, successors, assigns and affiliates (collectively "City Wide Indemnities") from and against any and all expenses, damages, taxes, claims, suits, losses, actions, judgments, liabilities and costs, including City Wide Indemnities' reasonable attorney's fees and in-house counsel fees, arising out of or based on any claim, action, judicial proceeding, administrative proceeding, personal injury or damage to real or personal property brought or threatened in connection with City Wide's provision of Services, or otherwise related to or arising out of any breach of this Agreement by City Wide. City Wide will indemnify and hold Franchisee and its employees or agents ("Franchisee Indemnities") harmless from and against any and all expenses, damages, claims, suits, losses, actions, judgments, liabilities and costs, including Franchisee Indemnities' reasonable attorney's fees, arising out of or based on any claim, action, judicial proceeding, administrative proceeding, personal injury or damage to real or personal property brought or threatened as a result of any negligence or willful misconduct by City Wide. All such indemnification will survive termination or expiration of this Agreement.
• 1. Applicable Law and Attorney's Fees. This Agreement will be governed by and construed in accordance with the laws of the State of Kansas.

Source: Item 22 — CONTRACTS (FDD page 65)