1. Parties: Identification of the franchisor and master franchisee, including full legal names and registered addresses
2. Background: Context of the agreement, description of the franchise system, and purpose of the master franchise arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules for interpretation
4. Grant of Master Franchise: Scope of rights granted, territory definition, and exclusivity provisions
5. Term and Renewal: Initial term of the agreement and conditions for renewal
6. Master Franchisee Obligations: Core obligations including development schedule, maintenance of standards, and support to sub-franchisees
7. Sub-Franchising Rights and Obligations: Rights and procedures for granting sub-franchises, including approval processes and restrictions
8. Intellectual Property: Usage rights and restrictions regarding trademarks, copyright, and other IP
9. Training and Support: Training obligations of franchisor to master franchisee and master franchisee to sub-franchisees
10. Fees and Financial Obligations: All financial terms including initial fees, ongoing royalties, and revenue sharing from sub-franchises
11. Reporting and Audit Rights: Financial and operational reporting requirements and audit provisions
12. Marketing and Advertising: Marketing obligations, advertising fund contributions, and local marketing requirements
13. Confidentiality: Protection of confidential information and trade secrets
14. Non-Competition and Restraint of Trade: Restrictions during and after the term of the agreement
15. Default and Termination: Events of default, termination rights, and consequences of termination
16. Post-Termination Obligations: Obligations and restrictions following termination
17. Dispute Resolution: Procedures for resolving disputes, including mediation and arbitration provisions
18. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
