GLOBAL MASTER FRANCHISE AGREEMENT

This Master Franchise Agreement (“Agreement”) is made and entered by and between:

Franchisor: BUBB Drinks Co., Ltd., a company incorporated under the laws of Thailand, with its registered office at [Address in Thailand] (“Franchisor”),

AND

Master Franchisee:

, incorporated under the international laws, with its registered office at

Franchisor and Master Franchisee are collectively referred to as the “Parties.”

1. Grant of Rights

1.1 The Franchisor grants the Master Franchisee the exclusive rights to develop, operate, and sub-franchise BUBB stores within the Territory.
1.2 Master Franchisee may open and operate unlimited BUBB stores and may grant sub-franchise rights within the Territory, subject to Franchisor’s prior written approval.
1.3 All rights granted are non-transferable except as expressly permitted in this Agreement.

2. Term and Renewal

2.1 Initial Term: [10 years] from the date of execution.
2.2 Renewal: Subject to compliance with all terms, Master Franchisee may renew for additional terms of [5 years each], with updated fees and obligations.

3. Fees and Payments

3.1 Initial Master Franchise Fee: THB 300,000 (one-time, non-refundable).
3.2 Sub-Franchise Fee: THB 30,000 per new store.
3.3 POS System Fee: THB 500/month per store.
3.4 Royalty Fee: None payable to Franchisor.
3.5 Marketing Fee: None payable to Franchisor; Master Franchisee is responsible for all local marketing.
3.6 All fees are payable in THB or equivalent USD by wire transfer. Late payments incur a [5%] penalty per month.

4. Development Commitment

4.1 Master Franchisee agrees to develop 20 stores within 3 years:

• Year 1: 5 stores minimum

• Year 2: 7 stores minimum

• Year 3: 8 stores minimum
  4.2 Failure to meet the commitment may result in downgrading rights or termination of exclusivity.

5. Franchisor Support

Franchisor shall provide:

• Operational manuals, recipes, and staff training in Thailand.

• Shop design guidelines and approval.

• Access to POS system (or integration with local POS at Franchisee’s cost).

• Ongoing product updates, logistics consultation, and marketing collaboration.

• Assistance with digital signage templates and content.

6. Master Franchisee Obligations

6.1 Maintain brand standards, recipes, and store design per Franchisor guidelines.
6.2 Ensure sub-franchisees comply with brand standards and this Agreement.
6.3 Collect and report sales data monthly through the approved POS system.
6.4 Manage all local marketing and advertising.
6.5 Protect confidentiality of all operational manuals, recipes, digital signage, and brand content.
6.6 Use digital signage and other brand assets strictly as approved; any modification requires Franchisor’s written consent.

7. Intellectual Property

7.1 All trademarks, logos, character designs, recipes, POS system, and digital assets are owned by Franchisor.
7.2 Master Franchisee receives a limited license to use IP only for operating BUBB stores and sub-franchisees within the Territory.
7.3 Master Franchisee shall not register or attempt to register the BUBB brand, trademarks, or characters in any country.
7.4 Franchisee shall cooperate in trademark protection actions in your country, with reasonable costs borne by the Franchisor.

8. Confidentiality & Non-Compete

8.1 Master Franchisee shall not disclose, copy, or use any confidential information except for authorized operations.
8.2 During the term and for 2 years after termination, Master Franchisee shall not operate or invest in any competing tea/dessert business.

9. Quality Control & Audit

9.1 Franchisor may audit stores for compliance.
9.2 Non-compliance must be corrected within [30 days] of notice.
9.3 Repeated violations may result in termination.

10. Termination

Franchisor may terminate this Agreement if:

• Development commitments are not met.

• Fees remain unpaid >30 days.

• Brand standards or confidentiality obligations are breached.

• Franchisee becomes insolvent or engages in fraud.

Upon termination:

• All rights to the brand immediately cease.

• Stores must remove BUBB branding and stop selling BUBB products.

• No fees are refundable.

11. Digital Signage

11.1 All digital signage templates, videos, graphics, and animations provided by Franchisor remain the property of Franchisor.
11.2 Master Franchisee may use digital signage only as approved and must maintain content standards.
11.3 Any customization or local content creation must be approved by Franchisor in writing.

12. Governing Law & Dispute Resolution

12.1 This Agreement shall be governed by the laws of Thailand.
12.2 Parties shall attempt amicable resolution first; if unresolved, disputes shall be submitted to arbitration at [SIAC / Thai Arbitration Center].
12.3 Arbitration decisions are final and binding.

13. Digital Signature

13.1 This Agreement may be executed electronically.
13.2 Execution must include:

• Upload of government-issued ID/passport.

• Upload of handwritten signature.

• Handwritten remark on the passport scan (or on separate sheet if necessary):

“I agree and confirm that my uploaded documents are true and my signature is legally binding.”

• Typing of the following declaration in the remark field:

13.3 Electronic execution in this manner shall have the same legal effect as a handwritten signature.

14. Miscellaneous

• This Agreement constitutes the entire understanding between Parties.

• Amendments must be in writing, signed by both Parties.

• Notices shall be delivered in writing to the registered addresses or via agreed email.

• Severability: If any provision is unenforceable, the rest remains valid.

15. Trial Period & Upgrade to Master Franchisee

15.1 The Franchisee may operate as a regular franchisee within assigned territory before assuming Master Franchise rights.
15.2 There is no fixed deadline for upgrading to Master Franchise; the upgrade may occur:

• At the Franchisee’s discretion once they feel ready, or

• At Franchisor’s discretion if another party expresses interest in acquiring Master Franchise rights and the current Franchisee chooses not to proceed.
  15.3 During the trial period, the Franchisee shall comply with all terms of a regular franchise agreement, including fees, operations, and brand standards.
  15.4 Upon upgrade to Master Franchisee:

• A new Master Franchise Agreement shall be executed.

• Franchisee gains all rights and responsibilities of a Master Franchisee, including exclusive territory rights and sub-franchise management.
  15.5 If the Franchisee chooses not to upgrade, they may continue as a regular franchisee under their current agreement or terminate their franchise without penalty.