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The Master Franchise Contract is a sophisticated legal instrument used when a franchisor wishes to expand their business in Canada through an intermediary (Master Franchisee) who will both operate units directly and grant sub-franchises within a defined territory. This document is particularly relevant in the Canadian legal context, where both federal regulations and provincial franchise laws (such as those in Ontario, Alberta, and other provinces) create specific requirements for franchise relationships and disclosure. The agreement must carefully balance the three-tier relationship between franchisor, master franchisee, and sub-franchisees while ensuring compliance with Canadian competition laws, trademark protection, and provincial franchise regulations. This document is typically used by established franchisors looking for rapid expansion across Canadian territories, requiring substantial investment and operational capability from the master franchisee.

1. Parties: Identification of Master Franchisor and Master Franchisee with full legal details

2. Background: Context of the agreement, description of the franchise system, and purpose of the arrangement

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Grant of Rights: Scope of master franchise rights, territory definition, and exclusivity terms

5. Term and Renewal: Initial term of the agreement and conditions for renewal

6. Development Schedule: Required timeline and targets for developing the territory

7. Fees and Payments: Initial fees, ongoing royalties, and revenue sharing from sub-franchising

8. Master Franchisee Obligations: Core responsibilities including territory development, support to sub-franchisees, and maintaining standards

9. Sub-Franchising Rights and Obligations: Terms for granting and managing sub-franchises

10. Training and Support: Training requirements and ongoing support provisions

11. Intellectual Property: Usage rights and protection of trademarks, trade secrets, and system documentation

12. Quality Control: Standards maintenance and monitoring procedures

13. Reporting and Auditing: Financial reporting requirements and audit rights

14. Confidentiality: Protection of confidential information and trade secrets

15. Non-Competition: Restrictions during and after the agreement term

16. Default and Termination: Breach conditions, remedies, and termination procedures

17. Post-Termination: Obligations and rights after agreement end

18. Dispute Resolution: Process for resolving disputes including mediation and arbitration

19. General Provisions: Standard legal provisions including governing law, notices, and assignment