Marketing Management Services International

Franchise Opportunities

Marketing Management Services International has opportunities for consultants to branch out on their own through the purchase of a franchise. Being part of a franchise with Marketing Management Services International will allow you to run your own business while at the same time having the backing and research support of a large network of consultants.

Marketing Management Services International International offers call-centre operations via video phone and laptops to franchisees which open important doors to information retrieval and takes care of the "chore" bits allowing the franchisee to concentrate on developing their client lists.

Shown below are some of the advantages and disadvantage of taking a Marketing Management Services International Franchise, as well as a copy of the Marketing Management Services International International Franchise Agreement.

For further information about Marketing Management Services International franchise agreements phone or e-mail our head office on (0141) 572 1580 or mms@marketingms.com

Table of Contents

Advantages of an MMSI Franchise
Disadvantages of an MMSI Franchise

Franchise Agreement

Franchise Grant: Term & Location
Franchise Fee
Franchise Representations
Standards and Uniformity of Operation
Services Available to Franchisee
Training
Royalty and Development Contribution
Accounting Procedures: Right of Audit
Limitations of Franchisee
Unfair Competition
Insurance: Indemnification
Taxes, V.A.T
Assignment: First Right of Refusal
Disposal of Franchisee's interest on death
Termination and Effects of Termination
Miscellaneous

Pros & Cons of the MMSI Agreement

Why buy a Marketing Management Services International franchise?

Before you make the decision to become a Marketing Management Services International franchisee you should understand what you are letting yourself in for. You will have to be comfortable with the relationship between yourself and Marketing Management Services International.

There are advantages and some disadvantages to the arrangement. Listed below are those which we consider to be the most significant.

Advantages

Your lack of experience of running your own consultancy business will be overcome by the Marketing Management Services International training programme.

As a franchisee you have the incentive of owning your own business. Although within the framework of Marketing Management Services International you can, by hard work and effort, maximise the value of your investment.
When you open your business, the name of Marketing Management Services International will already be familiar to the buyers of consultancy services.
Setting up as a franchisee of Marketing Management Services International will usually require less capital than would be needed for an independent new start. Marketing Management Services International will be providing much of the central support services required to run a consultancy.
You will receive assistance from Marketing Management Services International in the following:

Premises selection (if required).

Obtaining finance.

Staff training.

Equipment purchase.

Getting the business open and running smoothly.

Getting the business up and running means support in the following areas:

Central computer services.

Quality assured systems.

Sales support.

Tele-sales support.

Market research.

Mentor / tutoring.

New product development.

Appointment setting.

Marketing materials.

You will receive the benefit of Marketing Management Services International's national promotional activity.
You will receive the benefit of any bulk purchases negotiated centrally by Marketing Management Services International.
Marketing Management Services International's head office will be able to provide you with skilled knowledge and experience in all aspects of the business while you work as self-employed.
Your business risk is reduced. However, the business risk is not removed in a franchise agreement and you will still be required to work hard.
You will be able to call upon experts from Marketing Management Services International to assist you with specific problems that arise in the business.
You will benefit form the use of any copyrights, trade marks, patents and trade secrets that are Marketing Management Services International's own.
You will have the considerable benefit of Marketing Management Services International's development programme, looking at new products and services as well as delivery methods for the consultancy. These new ideas will be designed to keep your business up-to-date and competitive.
You will have access to Marketing Management Services International's considerable research and market information services. This will provide you with information that would not otherwise be available due to cost, or inaccessibility.
You will be guaranteed that no other Marketing Management Services International franchisee will set up in your territory.
Central organisation will enable you to get access to funds from lenders that might not have been available to you as an individual.

Disadvantages

As a franchisee of Marketing Management Services International you will be subject to controls on the quality of your work and systems you use. Although you are running your own business you must be prepared to operate within the same rules as all the other franchisees.

Marketing Management Services will demand that standards are maintained. You will, of course, be encouraged to contribute to improvements in the systems being used.
You will have to pay Marketing Management Services International for the services provided and for the use of the systems.
Historic success is no guide to future success. You have to buy into the vision supplied by Marketing Management Services International and believe their commitment to future support and market penetration. It is therefore prudent to undertake your own research into the market so you can share the confidence of Marketing Management Services International.
The contract you sign will place certain restrictions on your ability to dispose of your business should you choose to do so. It is very important for Marketing Management Services International to retain control over the choice of franchisees. In practice this may not be a problem if the buyer is suitable.
You may become too dependent on the central support you receive. If you do so then the business will fail to develop successfully.
The central policies of Marketing Management Services International may affect your profitability. The relative requirements for turnover and margin may differ between yourself and Marketing Management Services.
Marketing Management Services International may make mistakes. There may be new services which do not work or other decisions which have an adverse effect on your business.
The good name of Marketing Management Services International may be damaged by events or people outwith your control.

These advantages and disadvantages listed above are not a definitive list. They are, however, examples of the issues you should question yourself about. Entering into a franchise agreement is different from normal business relationships, such as manager - staff or supplier - buyer, and requires careful thought.

Franchise Agreement

INTRODUCTION

Marketing Management Services International (MMSI) has developed a distinctive and comprehensive consultancy operating system, including quality systems, account development methodologies, operating procedures, copyright materials, uniformity of service offered and procedures for control and management. MMSI is engaged in the business of operating and granting franchises to operate Marketing Management Services consultancies using the Marketing Management Services System.
MMSI has established a reputation and image with the public as to the quality of service available, which reputation and image continue to be unique benefits to MMSI and its franchisees.
The franchisee recognises the benefits to be derived from being identified with and receiving a franchise from MMSI and being able to utilise the Marketing Management Services System.

1. FRANCHISE GRANT: TERM AND LOCATION

MMSI grants to FRANCHISEE and FRANCHISEE accepts a franchise to use the Marketing Management Services International System only in the operation of a Marketing Management Services International Consultancy in FRANCHISE AREA The operating boundaries of the area are described by OPERATING BOUNDARIES. The term of this Agreement shall commence on the date the Franchised Consultancy opens for business (the "Commencement Date"). Unless separately agreed with MMSI, the Franchisee agrees to operate the Franchised Consultancy in the allotted area for a minimum period of five years. This franchise is granted only for the area specified.

2. FRANCHISE FEE

In consideration of the rights granted above, FRANCHISEE shall on or before the date of this Agreement pay to Marketing Management Services International the sum of Ł35,000 which shall be fully earned on the signing of this agreement.

3. FRANCHISEE REPRESENTATIONS

FRANCHISEE warrants that all persons having an interest in FRANCHISEE and/or the franchised Consultancy have been disclosed to MMSI in the agreement, pursuant to which FRANCHISEE and MMSI are entering into this Agreement. The FRANCHISEE designated in the agreement is the individual responsible for the day-to-day running of the Franchised Consultancy and they are required to devote their full-time to the operation of the Consultancy. If the FRANCHISEE wishes to jointly entrust the management of the Franchised Consultancy to a co-consultant, the consultant employed must (i) successfully complete the required MMSI training programme; (ii) be approved by MMSI; (iii) live within reasonable distance of the area of operation; (iv) devote full time and efforts in the operation of the Franchised Consultancy. FRANCHISEE will give notice to MMSI of any staff employed and any changes that may take place within a reasonable time. FRANCHISEE shall present for approval by MMSI the name and qualifications of any consultant who is to be employed.

4. STANDARDS AND UNIFORMITY OF OPERATION

OPERATING MANUAL
4.1 The FRANCHISEE acknowledges that the close personal relationship between the FRANCHISEE and MMSI, and strict adherence to the Marketing Management Services International System, are fundamental to this franchise. Accordingly the FRANCHISEE shall, at all times, comply with the standardised systems as laid out in the MMSI Operations Manual and other manuals describing the Marketing Management Services International System. The Operations Manual shall be kept on the consultancy's premises at all times and all changes and additions made by MMSI shall be inserted upon receipt. In the event of any conflict between the manual kept at the Franchised Consultancy and the master copy maintained by MMSI, the master copy shall prevail.
4.2 The FRANCHISEE shall accept and comply with such modifications and additions to the Manual as MMSI may, from time to time, in exercising its judgment in good faith, believe to be desirable. MMSI shall give reasonable notice prior to the introduction of such modifications and additions. The contents of the Manual are confidential and proprietary to MMSI and may be used by the FRANCHISEE only in connection with the operations of the Franchised Consultancy.

QUALITY SYSTEM
4.3 MMSI is a quality assured organisation and it is critical to the service offered and future success of the organisation that the FRANCHISEE ensures that the Franchised Consultancy complies with every aspect in the MMSI Quality Manual. The Quality Manual shall be kept on the consultancy's premises at all times and all changes and additions made by MMSI shall be inserted upon receipt. In the event of any conflict between the manual kept at the Franchised Consultancy and the master copy maintained by MMSI, the master copy shall prevail.

IMPROVEMENTS
4.4 FRANCHISEE shall notify MMSI of any potential improvements or new features which it identifies as capable of benefiting the Marketing Management Services International System. FRANCHISEE shall not use potential improvements or new services at the Franchised Consultancy until authorised by MMSI. MMSI may, without payment of any royalty to FRANCHISEE, introduce any such improvements into the Marketing Management Services International System for the benefit of MMSI and other franchisees and FRANCHISEE grants to MMSI a non-exclusive license in respect thereof for such purpose.

PAYMENT
4.5 FRANCHISEE shall pay for all items purchased from MMSI in accordance with the standard credit terms which they from time to time operate.

ADVERTISING AND PROMOTIONAL MATERIAL
4.6 Only those advertising and promotional materials or items which are authorised, from time to time, by MMSI in writing prior to use shall be used. No display or use of MMSI logos shall be made without the prior written approval of MMSI.

COMPLIANCE WITH HEALTH & SAFETY LAWS
4.7 In all matters relating to health, safety and hygiene FRANCHISEE shall at all times conduct the operation of the Franchised Consultancy strictly in accordance with all requirements of the law, any competent authority and the Manual. In the event of conflicting standards FRANCHISEE shall comply with the highest standards required.

COMPLIANCE WITH PROFESSIONAL BODIES' CODES OF STANDARDS
4.8 All operations in the Franchised Consultancy and by FRANCHISEE shall not breach the Chartered Institute of Marketing Code of Professional Standards. A copy of these standards must be kept at the Franchised Consultancy at all times.
4.9 All operations in the Franchised Consultancy and by FRANCHISEE shall not breach the Market Research Society Code of Conduct. A copy of the Code of Conduct must be kept at the Franchised Consultancy at all times.
RIGHT OF INSPECTION
4.10 MMSI shall have unrestricted right to inspect the work and activities of the Franchised Consultancy, to conduct such reasonable activities as it deems necessary to ascertain compliance with this Agreement. The inspections may be conducted without prior notice at any time when FRANCHISEE or one of their representatives is at the Franchised Consultancy. The inspections shall be performed in a manner which minimizes interference with the operation of the Franchised Consultancy.

5. SERVICES AVAILABLE TO FRANCHISEE

5.1 MMSI agrees periodically to advise and consult with FRANCHISEE in connection with the operation of the Franchised Consultancy and to provide free of charge to FRANCHISEE:
5.1.1. A pre-trading training programme conducted at MMSI training facilities and / or existing consultancies in the United Kingdom and / or the premises of FRANCHISEE.
5.1.2. Pre-trading and opening supervision and assistance by personnel of MMSI for such a period of time as MMSI, in its discretion, deems appropriate.
5.1.3. MMSI's Manual, a copy of which will be loaned to FRANCHISEE for the Term of this Agreement.
5.1.4. Such merchandising, marketing and advertising research data and advice as may be developed from time to time by MMSI and deemed by it to be helpful in the operation of a Marketing Management Services consultancy.
5.1.4. Communication of new developments, techniques and improvements in MMSI consultancy services and management which are relevant to the operation of a Marketing Management Services International consultancy.
5.2 MMSI will provide FRANCHISEE with a central credit control facility. MMSI will issue invoices and pay monies received directly into the FRANCHISEE's chosen account. FRANCHISEE will be expected to assist MMSI in instances where clients do not pay their accounts within the due period.
5.3 MMSI will operate central research facilities for both primary and secondary research. FRANCHISEE will be expected to pay for this service which will be offered at a very competitive rate. The rate will be agreed between MMSI and FRANCHISEE prior to any research being carried out.

6. TRAINING

6.1 The FRANCHISEE, or any operating partner or manager employed by FRANCHISEE, shall undertake and complete continuing training programmes in the United Kingdom as may from time to time be reasonably required by MMSI to ensure compliance with current operational standards.
6.2 FRANCHISEE is required to complete and maintain their Continuous Personal Development (CPD) status throughout the Term of the Agreement.
6.3 The FRANCHISEE shall be responsible for the cost of all travel and living expenses, salaries and insurance and any other costs associated with their and any staff's continued training.
6.4 Any new consultant employed by FRANCHISEE shall within 130 working days commencing employment in the Franchised Consultancy be approved by MMSI and shall have successfully completed initial training.
6.5 FRANCHISEE shall implement a training programme for employees in accordance with training standards and procedures from time to time prescribed by MMSI and (without prejudice to any other obligation in the Agreement) shall at all times staff the Franchised Consultancy to meet the reasonable requirements of the Manual.

7. ROYALTY AND DEVELOPMENT CONTRIBUTION

7.1 MMSI shall lay "Accounting Periods" which will be the duration of a calendar month. The FRANCHISEE shall not later than the fifteenth (15th) day following each Accounting Period deliver to MMSI a return of Gross Sales for the Accounting Period and pay to MMSI, by way of royalty for the use of the Marketing Management Services System, and for the central support offered by MMSI, a payment equal to 18% of Gross Sales for the preceding Accounting period.
7.2 In addition, FRANCHISEE shall pay to MMSI by the fifteenth (15th) day of each Accounting Period an amount equal to 2% of Gross Sales in respect of the preceding Accounting Period. This sum, less direct administrative expenses, will be used for advertising, sales promotion and public relations on a national and / or local basis. The allocation and timing of such expenditure shall be at the sole discretion of MMSI. MMSI shall provide an annual audited statement of receipts and expenditures in accordance with this clause 7.2.
7.3 The term "Gross Sales" includes all sums received by FRANCHISEE for goods or services sold at or from the Franchised Consultancy. Gross Sales exclude any Value Added Tax.
7.4 All payments under this Agreement shall be made in such place and in such manner as MMSI may reasonably designate. Until further notice all payments shall be made to Marketing Management Services Ltd. and in sterling. Should FRANCHISEE fail to make the return of Gross Sales within the period stipulated, FRANCHISEE shall pay to MMSI by way of royalty and development contribution a sum equal to twenty (20) per cent of Gross Sales last reported, subject to adjustment as and when the actual amount is established.
7.5 Any late payment shall attract interest, from the date of default until payment, on a daily basis at 2% over Royal Bank of Scotland' s sterling base rate (or that of such other major clearing bank as MMSI may designate) for the time being in force, or such interest rate as the UK courts may from time to time be authorised to apply, whichever is the higher.

8. ACCOUNTING PROCEDURES: RIGHT OF AUDIT

8.1 FRANCHISEE agrees to keep true accurate and complete records of the Gross Sales in such form as MMSI may from time to time require and to furnish MMSI with a Gross Sales Statement in the format prescribed by MMSI within fifteen (15) days of the end of each Accounting Period. In addition, FRANCHISEE shall retain for a period of at least six (6) years and, upon request, submit to MMSI copies of all value added tax returns and supporting data and records relating to sales made by the Franchised Consultancy and such other records as MMSI may reasonably from time to time request.
8.2 MMSI shall have the right to examine or audit all records relating to Gross Sales. If, at any time, the FRANCHISEE is shown to have understated Gross Sales in respect of any period, FRANCHISEE, shall within fifteen days of receipt of a demand to, pay MMSI the balance of the royalty and development contribution due in respect of such period plus interest thereon in accordance with clause 7.5 of this Agreement from the date such payments were originally due; and, in addition, if such understatement is greater than five (5) per cent of actual Gross Sales, the FRANCHISEE shall reimburse to MMSI all costs of investigation including professional fees, an allocation of overheads, travel, lodging and wages, reasonably incurred.
8.3 MMSI shall hold all information provided under this clause confidential unless required by a competent authority to disclose it.

9. LIMITATIONS OF FRANCHISE

9.1 FRANCHISEE acknowledges that all rights, title, and interest to the Marketing Management Services International System belong and shall continue to belong solely to MMSI, and FRANCHISEE disclaims any right or interest therein or in the goodwill derived therefrom. FRANCHISEE agrees that all materials loaned or made available to them, but not to the general public by, or at the direction of, MMSI at any time relating to the Marketing Management Service System including, without limitation, the Manual in its entirety, financial information, marketing strategy and marketing programmes, are to be considered trade secrets of MMSI and shall, both during and after the Term be kept confidential and shall be used by the FRANCHISEE only in connection with the operation of the Franchised Consultancy. FRANCHISEE agrees not to divulge any of the trade secrets to any person other than their employees and then only to the extent necessary for the operation of the Franchised Consultancy, and shall not permit any person to reproduce or copy the Manual or any part thereof or any other trade secrets of MMSI. FRANCHISEE shall use reasonable endeavours to safeguard the Manual and any other trade secrets of MMSI. The above obligations shall not extend to any information which is in, or comes into, the public domain unless this is caused by the neglect or breach of this Agreement by the FRANCHISEE.
9.2 FRANCHISEE acknowledges that at the date of this agreement they have no right to the Marketing Management Services International System except as licensed by this Agreement or any other Franchise Agreement issued by MMSI to FRANCHISEE.
9.3 Neither before nor after the end of the Term shall FRANCHISEE use in their corporate, business or partnership name any of the Marketing Management Services International name, slogans or copyright material used in the Marketing Management Services International System, or any variation, abbreviation or words confusingly similar to any of the above.
9.4 FRANCHISEE is an independent operator and is not an agent, partner, joint venturer or employee of MMSI.
9.5 In all public records and in FRANCHISEE's relationships with other persons, on stationery and other business forms, FRANCHISEE shall indicate independent ownership of the Franchised Consultancy and that it is operated under a franchise granted by MMSI.

10. UNFAIR COMPETITION

10.1 FRANCHISEE shall during the Term of the Agreement use their best and continuing efforts to promote and develop the business of the Franchised Consultancy.
10.2 The FRANCHISEE shall not during the Term and for one year thereafter (or if the FRANCHISEE shall sell the business, for one year following such sale) engage directly or indirectly, nor be employed, in any consultancy business which would compete with any Franchised Consultancy of MMSI or with MMSI directly.
10.3 The FRANCHISEE shall not during the Term acquire an interest in any consultancy undertaking which competes with Marketing Management Services where such interest is, by its nature and size, capable of enabling the FRANCHISEE to influence the economic conduct of such undertaking.

11. INSURANCE: INDEMNIFICATION

11.1 FRANCHISEE shall at all times during the Term of this Agreement carry a comprehensive general liability insurance in a form acceptable to MMSI. Within 14 days of the Commencement Date FRANCHISEE shall furnish to MMSI a certificate of insurance confirming that such cover is in effect.
11.2 FRANCHISEE shall at all times during the Term maintain Employer's Liability insurance as required by law.
11.3 FRANCHISEE shall produce to MMSI upon demand evidence that all such policies are in full force and effect according to the above provisions.
11.4 FRANCHISEE is responsible for all losses or damages and contractual liabilities to third persons arising out of or in connection with the operation of the Franchised Consultancy, and for all claims or demands whatsoever, whether relating to injury, illness or death or otherwise directly or indirectly resulting therefrom. FRANCHISEE shall defend, indemnify and hold MMSI harmless of, from, and with respect to, any such matters unless proven to result from negligence by or defects in the operating procedures of MMSI. MMSI shall notify FRANCHISEE of any claims, and FRANCHISEE shall be given the opportunity to assume the defense of the matter. If FRANCHISEE fails to assume the defense , MMSI may defend the action in the manner it deems appropriate, and FRANCHISEE shall pay to MMSI all costs, including legal fees, incurred by MMSI in effecting such defense, in addition to any sum which MMSI may pay by reason of any settlement or judgement. MMSI's right to indemnity under this agreement shall arise and be valid notwithstanding that joint or concurrent liability may be imposed on MMSI by statute, regulation or other law.

12. TAXES, V.A.T.

12.1 All royalties, fees and other charges referred to in or payable in accordance with this Agreement are quoted exclusive of V.A.T. and the FRANCHISEE shall pay V.A.T. as required by law.
12.2 FRANCHISEE shall duly pay all charges rates or taxes associated with the Franchised Consultancy and any premises occupied if so required.

13. ASSIGNMENT: FIRST RIGHT OF REFUSAL

13.1 FRANCHISEE shall not sell, assign, transfer or make any declaration of trust in respect of the Franchised Consultancy or this Agreement, or any beneficial interest therein, or permit any person to do so, without the prior written consent of MMSI, except as expressly stated hereunder.
13.2 If FRANCHISEE wishes to dispose of the entire interest of FRANCHISEE in the Franchised Consultancy and this Agreement they shall give MMSI a written letter of intent signed by the intending purchaser together with such information as MMSI may reasonably request. MMSI shall not unreasonably delay any such request.
13.3 Within 21 days of the fulfilment of the above conditions, MMSI shall notify FRANCHISEE whether it wishes to purchase at the price and upon the terms stated in the letter of intent on fair and reasonable terms and such notice shall constitute a binding contract and MMSI and FRANCHISEE shall complete the sale and purchase with all reasonable speed and in any event within 28 days of MMSI's notice, subject only to obtaining any necessary consents from others. In addition to the purchase price specified MMSI shall pay to FRANCHISEE any V.A.T. due thereon against receipt of a V.A.T. invoice.
13.4 If MMSI does not accept FRANCHISEE's offer to sell the Franchised Consultancy, FRANCHISEE may conclude the sale to the purchaser named in the letter of intent at a price at least equal the price and subject to the terms stated in the letter of intent, subject to obtaining the prior written consent of MMSI which shall not be unreasonably withheld or delayed , provided the franchisee shall first have provided MMSI with a duly completed application form together with such references as MMSI shall reasonably require and the opportunity to interview the proposed assignee or such person as MMSI may reasonably require. The sale to the proposed assignee must be completed within ninety (90) days of MMSI's notice. The election by MMSI not to exercise its right of first refusal as to any such offer shall not affect its right of first refusal as to any subsequent offer. Conditions imposed by MMSI on such sale may include (but are not limited to) the following
13.4.1 All obligations of FRANCHISEE to MMSI whether arising under this Agreement or otherwise, must be satisfied at the time of sale.
13.4.2 The purchaser shall prior to the sale being completed have agreed to an appropriate training schedule.
13.4.3 Approval by MMSI of the terms and conditions of the contract of sale and purchase which affect the sufficiency of cash flow from the business after payment of debt service necessary for the maintenance and growth of the consultancy.
13.4.4 FRANCHISEE shall pay to MMSI the sum of four thousand pounds (Ł4,000) or MMSI's then current franchise transfer fee, whichever is the higher, as a contribution towards costs and expenses incurred by MMSI in connection with the above.

ASSIGNMENT BY MMSI

13.5 MMSI may assign this Agreement to any person or company which acquires its Marketing Management Services International business in the United Kingdom or a substantial part thereof, whether by outright acquisition or by way of a master franchise agreement.

INTERNAL REORGANISATION OF FRANCHISEE

13.6 Notwithstanding the above, FRANCHISEE may, following written notification to MMSI, assign this Agreement to any company of which FRANCHISEE owns and controls 100 per cent of all issued share capital, provided such company shall not previously have traded and provided further that FRANCHISEE shall remain jointly and severally with such company liable for the due performance of each and every covenant and condition in this Agreement.

CONTROL OF CORPORATE FRANCHISEE

13.7.1 Where the franchisee is a limited company, the franchisor shall be entitled to terminate this Agreement if a change in control of the Franchisee occurs without prior written consent of the Franchisor. For these purposes a change in control shall occur only when:

The Franchisee ceases to be controlled by the Principal named in this Agreement, or

if more than one person are named as principal, when the franchisee ceases to be controlled by one or more of the Principals named in the Agreement.

13.7.2 MMSI shall not unreasonably withhold or delay its consent to a change in control of the Franchisee.
13.7.3 A change in control shall not be deemed to occur merely by reason of shares passing to personal representatives or to a surviving joint owner on the death of a shareholder.

14. DISPOSAL OF FRANCHISEE'S INTEREST ON DEATH

14.1 Clause 13 above shall apply to any sale by the personal representatives of any deceased person as it would apply to a sale by such person were he/she alive.
14.2 Should the personal representatives wish to transfer this Agreement and the Franchised Consultancy or the beneficial interest of the deceased therein to a spouse or child of the deceased entitled thereto under the Will or intestacy, then MMSI have no right of first refusal and MMSI shall consent to such transfer to any such person who (a) meets MMSI's criteria for Franchisee selection and (b) if the deceased personally managed the Franchised Consultancy, successfully undergoes Franchisee training.
14.3 Where the deceased was the FRANCHISEE, until the personal representatives of the deceased dispose of the Franchised Consultancy they shall operate it in all respects in accordance with this Agreement. If the personal representatives fail to do so, or if the personal representatives request MMSI, MMSI may, but shall be under no obligation to, appoint a manager to operate the Franchised Consultancy on behalf of the personal representatives. If such a manager is provided, his liability and the liability of MMSI shall be limited to exercising reasonable care in the management of the Franchised Consultancy. MMSI shall be entitled to make a reasonable charge in respect of the provision of such manager and may withdraw the service at any time on giving not less than one month's notice.
14.4 Where the deceased was the FRANCHISEE, if the personal representatives of the deceased have not within a period of 12 months from the death of the deceased, completed the disposal of the Franchised Consultancy, MMSI may either terminate the Agreement by one month's notice or by notice elect to purchase the Franchised Consultancy at a fair market value upon fair and reasonable terms to be agreed by both parties.

15. TERMINATION, AND EFFECTS OF TERMINATION

15.1 The occurrence of any of the following events shall constitute good cause for MMSI, at its option and without prejudice to any other rights of MMSI, and without compensation to the Franchisee, to terminate this Agreement, such notice to be given in writing.
15.1.1 If the FRANCHISEE shall compound with its creditors or if any distress or execution is levied on the FRANCHISEE's goods or if the FRANCHISEE enters into liquidation whether compulsory or voluntary (save where liquidation is for the purpose of amalgamation or reconstruction only while solvent) or if an administrator or administrative receiver or other receiver is appointed by a court over the whole or any part of the FRANCHISEE's undertaking or application is made to any court for any such appointment to be made, or being a partnership the FRANCHISEE is dissolved , or if any other steps are taken under any insolvency, bankruptcy, receivership, or moratorium laws from time to time in force, but so that the appointment of a receiver or manager in accordance with the terms of any mortgage charge or debenture shall for these purposes be disregarded.
15.1.2 If FRANCHISEE abandons the franchise relationship without the prior consent of MMSI at any time during the Term of this Agreement. The cessation of operation of the Franchised Consultancy without the consent of MMSI shall be considered abandonment of the franchise relationship.
15.1.3 If the FRANCHISEE fails to remedy, within five days of service of a notice, any failure to operate the Franchised Consultancy in accordance with the operating instructions contained in the Manual.
15.1.4 If the FRANCHISEE makes any materially false statement in connection with any return of Gross Sales or in any other account required hereby other than a manifest and unintentional error.
15.1.5 If FRANCHISEE fails to pay any sum due within fifteen (15) days of a demand stating that they are in default.
15.1.6 If the FRANCHISEE commits any other material breach of the terms of this Agreement and fails to remedy the same within thirty (30) days of service of a notice requiring him to do so or commits any material breach of the terms of this Agreement which is not capable of remedy.
15.1.7 If the FRANCHISEE commits persistent breaches of the terms of this Agreement (whether or not material in isolation) after written warning has been given. Any three breaches occurring within the period of six months shall be deemed to constitute persistent breaches.

15.1.8 If any events occur which are contrary to Clauses 13 or 14 hereof.

15.1.9 Sentencing of the FRANCHISEE or (in the case of a partnership) any person comprising the FRANCHISEE to a term of imprisonment in excess of six months.
15.1.10 If FRANCHISEE engages in activities prohibited by Clause 10 (unfair competition) or discloses any trade secrets in violation of Clause 9.
15.1.11 If FRANCHISEE has knowingly made false misleading statements in order to obtain this Agreement.
15.2 Upon termination or expiry of this Agreement, FRANCHISEE's right to use the Marketing Management Services International System, the trade secrets of MMSI, MMSI's promotional material and any other intellectual property rights of MMSI contained in the Manual or used in the System , shall immediately terminate. On termination or expiry of this Agreement FRANCHISEE shall immediately return to MMSI the Manual loaned to him together with all other material containing trade secrets.

16. MISCELLANEOUS

INTERPRETATION
16.1 The introduction shall be considered part of this Agreement. Paragraph headings are used only for convenience and do not form part of this Agreement. Where the context so admits, words importing any gender shall include any other gender; the singular shall be the plural and vice versa; where the FRANCHISEE consists of more than one person, physical and legal covenants on the part of the FRANCHISEE shall be joint and several; references to Value Added Tax include references to any tax replacing it; expressions used to define the parties in this Agreement shall include their successors in title, personal representatives and assigns; a covenant on the part of the FRANCHISEE or any person who may join in this Agreement as guarantor or surety not to do something includes a covenant not to permit others to do it; any right given to MMSI includes the right to do it through servants or agents or third-party contractors and includes any necessary rights of access; where the FRANCHISEE covenants to do something, it shall be done at the FRANCHISEE's expense; to the extent of any inconsistency, this Agreement prevails over the Manual.
16.2 Also, for the avoidance of doubt, where the context so admits, the expression "Marketing Management Services International System" includes any additions, deletions, or substitutions which MMSI may from time to time in its absolute discretion determine to make.

NON-WAIVER
16.3 The failure of MMSI to exercise any right or option given to it under this Agreement, or in any separate guarantee or other security, or to insist upon strict compliance by FRANCHISEE or any guarantor with the terms and conditions of this Agreement shall not constitute a waiver of any terms and conditions in this Agreement with respect to any other or subsequent breach, nor a waiver by MMSI of its right at any time thereafter to require exact and strict compliance with the terms and conditions of this Agreement.

RIGHTS CUMULATIVE
16.4 The rights and remedies set forth in this Agreement are cumulative and not mutually exclusive and are in addition to any other rights or remedies which may be granted by law or available in equity.

GOVERNING LAW, FORUM & COMPLIANCE
16.5 This agreement shall be read and construed in accordance with Scots Law.

SEVERABILITY
16.6 MMSI and FRANCHISEE agree that if any provision of this Agreement may be construed in two ways, one of which would render the provision illegal or otherwise avoidable or unenforceable and the other of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. Subject to this , the provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as if all invalid and unenforceable provisions were not contained in the Agreement and partially valid and enforceable provisions shall be enforced to the extent only that they are valid and enforceable.

NOTICES
16.7 All notices to MMSI shall be in writing, and shall be hand delivered or sent by registered mail.
16.8 All notices to FRANCHISEE shall be in writing and shall be hand delivered or sent by registered mail.

MODIFICATIONS
16.9 This agreement may only be modified or amended by a written document executed by a duly authorised person on behalf of the party against whom any such amendment or modification is sought to be enforced.

SURVIVAL OF TERMS
16.10 Any provisions of this Agreement which impose an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and remain binding on the parties.

ENTIRE AGREEMENT
16.11 This Agreement, together with the franchise application executed by MMSI and the FRANCHISEE with regard to the Franchised Consultancy, constitute the entire agreement of the parties and supersedes all prior negotiations commitments, representations, warranties, and undertaking of the parties (if any) with respect to the subject matter of this Agreement and to the Franchised Consultancy.

INDEPENDENT ADVICE
16.12 FRANCHISEE and the principal each acknowledge that they have been advised by MMSI or its agents to take professional advice on all aspects of this Agreement and the Marketing Management Services business and acknowledge that they have taken such independent advice as they deem necessary and have independently satisfied themselves on all relevant matters before entering into this Agreement.