«FRANCHISEE NAME» ACN «ACN » ATF «TRUST NAME» “Sub Franchisee” · Franchisee; 1.8.1.5 all other information treated by the Master Franchisee as confidential; 1.8.1.6 all

AU Sub-Franchise Agreement – Version 201100029 STORE # «Store_Number»

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DOMINO’S PIZZA ENTERPRISES LIMITED ACN 010 489 326

“Master Franchisee”

AND

«FRANCHISEE_NAME» ACN «ACN_»

ATF «TRUST_NAME» “Sub-Franchisee”

AND

«GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME»

«GUARANTOR_1_SURNAME» «GUARANTOR_2_FIRST_NAME» «GUARANTOR_2_MIDDLE_NAME»



«GUARANTOR_4_SURNAME» «COMPANY_GUARANTOR_NAME» ACN

«COMPANY_GUARANTOR_ACN_»

“Guarantors”

AND

«GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME» «GUARANTOR_1_SURNAME»




«COMPANY_AS_OWNER_NAME» ACN «COMPANY_AS_OWNER_ACN_»

“Owners”

SUB-FRANCHISE AGREEMENT

Domino’s at «Store_Name»


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DOMINO’S PIZZA SUB-FRANCHISE AGREEMENT PARTIES

Between The party named in Schedule 1 ("Master Franchisee")

and The parties named in Schedule 2 ("You" or "Sub-Franchisee")

and The party named in Schedule 3 ("Guarantors")

and The party named in Schedule 4 ("the Owners")

and The party named in Schedule 5 ("the Director, Controlling Shareholder or Partner")

Background A Domino's have developed and operate Domino's Pizza Stores. B All of the rights and interest in the Marks are held by DIPH. C DIPH has granted DPIF the right to grant franchises for Domino’s Pizza Stores,

including the right to license use of the Marks as provided herein outside of the United States. A listing of the Marks relevant to the operation of your Store is available upon your request.

D Pursuant to a MFA dated 25 May 1993 (as amended and assigned), DPIF granted to

the Master Franchisee the exclusive right to operate in Australia and New Zealand. This Agreement is entered into pursuant to the MFA.

E You have applied to the Master Franchisee for a Sub-Franchise to operate a Domino’s

Pizza Store utilizing the Domino’s System and the Marks at the location identified in this Agreement.

F Your application has been approved by the Master Franchisee in reliance upon all of

the representations made in your application including those concerning your financial resources and the manner in which the Sub-Franchise will be owned and operated.

G You acknowledge that You have read this Agreement and been given an opportunity to

obtain clarification of any provision that You did not understand. You also understand and agree that the terms and conditions contained in this Agreement are necessary to maintain DPIF’s high standard of quality and service and the uniformity of those standards at all Domino’s Pizza Stores and thereby to protect and preserve the goodwill of the Marks.


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1 Definitions

In this Agreement, the following words or phrases will have the following meanings: 1.1 “Additional Order Systems” means centralised or technology based methods of

taking, processing, routing and delivering orders in additions to the methods and technology currently used or authorised by the Master Franchisee and adopted in Stores.

1.2 "Agent" means the party appointed by the Master Franchisee to perform certain obligations under this Agreement.

1.3 “Brand Technology” means the management systems, gps tracking, computer

hardware and software and related technology designated by the Master Franchisee, including, without limitation, features such as high speed broadband connectivity, high speed broadband monitoring, online ordering, methods and means of encryption and access to the Master Franchisee’s network resources and other technology and peripheral devices that the Master Franchisee specifies from time to time.

1.4 "Breach Notice" means any notice detailed in clause 20 issued by the Master

Franchisee. 1.5 “Chargeback” means a demand made by a financial services provider (on behalf

of a customer) to the Master Franchisee’s financial services provider to refund an alleged fraudulent or disputed transaction.

1.6 "Competition and Consumer Act" means the Competition and Consumer Act

2010 (Cth) and all its amendments. 1.7 "Condition of Assignment" means the conditions detailed in Schedule 15. 1.8 “Confidential Information” means:

1.8.1 The following information, regardless of where its from and

whether You become aware of it before or after the date of this Agreement:

1.8.1.1 the Operating Manual, including all Domino’s policies and procedures (amended from time to time);

1.8.1.2 all information and know how relating to Brand Technology, the Domino’s System, the Print Program Material, the Nominated Product, the Master Franchisee and Domino’s;

1.8.1.3 all books of account and other records relating to the

operation of the Store; and

1.8.1.4 all correspondence provided to You by the Master Franchisee;

1.8.1.5 all other information treated by the Master Franchisee

as confidential;

1.8.1.6 all representations provided by the Master Franchisee to You in any medium including, but not limited to, verbal, written or by way of presentation; and

1.8.2 the terms of this Agreement, but does not include information that:


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1.8.3 You create (whether alone or jointly with any third person), other than in connection with the Store and independently of the Master Franchisee; or

1.8.4 is or becomes public knowledge (otherwise than as a result of a

breach of confidentiality by You or by any other person to whom You discloses Confidential Information in accordance with clause 23.2).

1.9 “Consumer Price Index” the Consumer Price Index (all groups) for Brisbane

published by the Australian Bureau of Statistics. If the Consumer Price Index no longer exists, it means an index that the Landlord decides reflects changes in the cost of living in Brisbane.

1.10 "Date of Commencement" means the date detailed in Schedule 9.

1.11 “Designee” means any party which the Master Franchisee designates to exercise

a right to which the Master Franchisee is entitled. 1.12 "Director, Controlling Shareholder or Partner" means the person or legal entity

designated by the Master Franchisee as the controlling director and/or shareholder if You are a corporation or controlling partner if You are a partnership.

1.13 “DIPH” means Domino’s IP Holder LLC, a Delaware Corporation, United States

of America.

1.14 "Disclosure Document" means the disclosure document formatted in Annexure 1 of the Code.

1.15 "Domino's" means the Domino's group of companies including Domino's Inc,

Domino's Pizza L.L.C., a corporation of the State of Michigan, United States of America and their subsidiaries and affiliates.

1.16 “Domino’s Pizza Store” means a store operated using the Domino’s System. 1.17 “Domino’s System” means a method of preparing pizza and a chain of stores

known as Domino’s Pizza Stores that specialize in the sale of pizza featuring carry out and delivery services. This system is based on a uniform business format, specially designed equipment, recipes, methods, procedures and designs.

1.18 "DPIF" means Domino's Pizza International Franchising, Inc., a Delaware

Corporation, United States of America. 1.19 "Eight (8) Minute Delivery Criteria" means the delivery of orders to the recipient

within eight (8) minutes of the delivery driver leaving the Sub-Franchised Operation.

1.20 “Employment Law Declaration” means the employment law declaration

contained in Schedule 22.

1.21 "Franchising Code of Conduct" means the "Code" prescribed under Section Part IVB of the Competition and Consumer Act 2010 (Cth).

1.22 "Further Term" means the term specified in Schedule 10.

1.23 “Further Term Sub-Franchise Fee” means the fee detailed in Schedule 11A. 1.24 "GST" has the meaning given to it by the GST Act. 1.25 "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 as

amended or replaced from time to time and also includes any associated legislation and delegated legislation.


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1.26 "Guarantee and Indemnity" means the guarantee and indemnity detailed in

Schedule 18. 1.27 "the Guarantor" means the parties (if any) named and described in Schedule 3

jointly and severally and each of them and each executor, administrator and successor who have represented in the Application that they are the controller of You.

1.28 "Initial Training" means the training to be undertaken by You upon the original

grant or the assignment of this Sub-Franchise which will enable You to perform your obligations under this Agreement.

1.29 "Input Tax Credit" has the meaning given to it by the GST Act. 1.30 "Interest Rate" means the Westpac Reference Lending Rate. 1.31 "Ipso Facto Amendments" means:

1.31.1 the amendments to the Corporations Act 2001 (Cth) set out in Part 2 of the Treasury Laws Amendment (2017 Enterprise Incentives No.2) Act 2017 (Cth); and

1.31.2 any regulations, declarations or legislative instruments, prescribed, made or declared pursuant to sections 415D, 434J or 451E of the Corporations Act 2001 (Cth).

1.32 “Landlord” means the party who from time to time is entitled to receive rent

payable in respect of the premises at which the Store is located.

1.33 “Law” means all statutes, regulations, standards, by-laws, ordinances, subordinate legislation and any government order, decree or other instrument.

1.34 "Lease" means any lease, sub-lease, license or any other occupancy right which

enables You to occupy the Store. 1.35 "Lease Liability Fee" means the amount specified in Schedule 19. 1.36 "Local Store Marketing" means the minimum amount of four per cent (4%) of

Sales per annum that is required to be spent by the Sub-Franchisee on approved Print Program Material and all other local area marketing initiatives of any kind or nature that are approved, suggested or required by the Master Franchisee.

1.37 "Manager" means a person who has satisfactorily completed all management

training as specified from time to time in the Operating Manual. 1.38 "Marketing Contribution" means the contribution detailed in Schedule 13. 1.39 "Marketing Fund" means the marketing fund(s) established by the Master

Franchisee pursuant to clause 31 of the Code and Item 15, Schedule 1, Annexure 1 of the Code.

1.40 "the Marks" means the valuable trademarks, service marks and commercial

symbols owned, used, promoted and licensed by Domino's in connection with the Domino's Pizza Stores.

1.41 "the Master Franchisee" means the party named and described in Schedule 1

and each successor and assign. 1.42 “MFA” means Master Franchise Agreement. 1.43 "MFAC" means Market Franchise Advisory Council for each major market within

Australia.


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1.44 "Nominated Product" means the product required to be used in the Domino's System which satisfies the reasonable standards and specifications nominated by the Master Franchisee. This includes Brand Technology, pizza ingredients, packaging and print material, beverage, dispensing, storage and display equipment, delivery and related motor vehicles, equipment, fixtures, furniture and exterior and interior signs and decorations required for the store, beverage products and cooking materials, containers and other paper and plastic products, utensils, uniforms, menus, forms and cleaning and sanitation materials, and other supplies and materials used in the operation of the store used in the Sub-Franchised Operation.

1.45 "Nominee" means the person appointed by You who is responsible for the day to

day operation of the Sub-Franchised Operation. This person will be required to be approved in writing by the Master Franchisee.

1.46 “Operating Manual” means operating manual, operational bulletins and similar

materials containing proprietary know-how, mandatory and suggested specifications, standards and operating procedures and the rules prescribed from time to time by Domino’s or the Master Franchisee, and information relative to the operation of the Store.

1.47 "Owners" means (if You are a corporation or partnership, or if this Agreement is

transferred to a corporation or partnership) all of the directors and shareholders of such corporation or partners of such partnership.

1.48 “Personal Information” has the meaning defined in the Privacy Act 1988 (Cth), or

other relevant Law governing the collection and handling of information about individuals, as amended from time to time.

1.49 "Print Program Material" means all printed material for the Store and which

material must be approved by the Master Franchisee prior to usage. 1.50 “Prior Representations Deed” means the deed of prior representations including

all annexures to it contained in Schedule 20. 1.51 “Privacy Legislation” means the Privacy Act 1988 (Cth) (“Privacy Act”) and other

relevant Law governing the collection and handling of information about individuals, as amended from time to time.

1.52 “Master Franchisee’s Reasonable Expenses” may include the following

expenses:

1.52.1 the Master Franchisee’s administration costs for the preparation of contracts (estimated to be $3,000);

1.52.2 instructing the Master Franchisee’s solicitors as to the Lease documentation (estimated to be $3,000);

1.52.3 payment of any recruitment agency used by the Sub-Franchisee

pursuant to any contractual conditions of that engagement;

1.52.4 payment of any training fees incurred for initial training by the Master Franchisee or its designee which are currently approximately $1,000 per week of training (or otherwise advised at Schedule 14B “Initial Training Fee”);

1.52.5 administration costs (estimated up to $3,000); 1.52.6 training materials and store uniforms (estimated up to $1,000); 1.52.7 any other costs the Sub-Franchise has authorised the Master Franchisee

to incur; and

1.52.8 any GST on the above amounts.


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1.53 “Personal Property” has the meaning given to that term in the PPSA. 1.54 “PPSA” means the Personal Property Securities Act 2009 (Cth). 1.55 “Royalty Fee” means the rate calculated in Schedule 12 and payable by the Sub-

Franchisee to the Master Franchisee for the ongoing right to operate the Sub-Franchise. The rate specified is inclusive of the GST liable to be paid by the Master Franchisee for the supply of the ongoing right.

1.56 "Sales" includes all receipts of the Sub-Franchised Operation from the sale of

goods and services, whether for cash, credit, EFTPOS or such other means (including any sales tax or GST).

1.57 “Security Interest” includes any security interest, general security agreement,

mortgage, charge, lien or pledge and any other agreement, right or interest having a similar effect.

1.58 “Service Grant” means any area outside the area detailed in Schedule 7 that is

adjoining the Territory and over which the Master Franchisee provides the Sub-Franchisee with a temporary customer service right.

1.59 “Special Conditions” means any further conditions detailed in Schedule 16 which

are required to be performed by the parties to this Agreement. In the event of an inconsistency between a Special Condition and any other term or condition of this Agreement, the Special Condition will prevail. For clarity, the Special Conditions are only for the benefit of the original parties to this Agreement. The Special Conditions will no longer apply and will immediately terminate in the event that the Agreement is transferred or assigned, unless the Master Franchisee has agreed in writing otherwise.

1.60 “Spouse” means the married or de facto partner of the Controlling Shareholder.

This includes a couple, of any gender, living together on a genuine domestic basis.

1.61 "Stock in Trade" means the level of stock required by You for the efficient

running of the Sub-Franchised Operation as reasonably requested by the Master Franchisee.

1.62 “Store” means the premises detailed in Schedule 6. 1.63 “Store Sale Administration Fee” means the fee detailed in Schedule 14A. 1.64 “the Sub-Franchise” means the rights granted under this Agreement by the

Master Franchisee to You which allows You to use the Domino's System and Marks.

1.65 "the Sub-Franchise Agreement" means "this Agreement" together with each of

deed of covenant, variation, renewal or extension of that agreement. 1.66 "Sub-Franchise Fee" means the fee detailed in Schedule 11. 1.67 "the Sub-Franchised Operation" means the Sub-Franchise conducted from the

Store using Plant and Equipment and Stock in Trade. 1.68 "Supplier" means any supplier of Nominated Products used by You within the

Sub-Franchised Operation. 1.69 "Taxable Supply" has the meaning given to it by the GST Act. 1.70 “Term” means the period detailed in clause 2.2. 1.71 "Territory" means the area detailed in Schedule 7 where the Store must be

located from which You conduct the Sub-Franchise.


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1.72 "Trading Hours" means the hours the Master Franchisee requires You to operate

its Sub-Franchised Operation in order to maintain consistency with other Domino's Pizza Stores in equivalent locations, subject to any restrictions imposed by statute, by-law, regulation or provision of the Lease.

1.73 "Transfer Fee" means the fee detailed in Schedule 14.

1.74 "Week" means the period from the commencement of trade on Monday to the

conclusion of trade on Sunday. 1.75 "You" means the Sub-Franchisee being parties named and described in

Schedule 2 and each executor, administrator, successor and permitted assign.

2 GRANT AND TERM OF SUB-FRANCHISE 2.1 Grant

Subject to the terms of this Agreement, the Master Franchisee grants to You a Sub-Franchise to operate a Domino’s Pizza Store under the Domino’s System and a license to use the Marks in the operation of the Store.

2.2 Term of Sub-Franchise

The term of this Agreement is specified in Schedule 8, beginning on the Date of Commencement.

2.3 The Grant of this Sub-Franchise to You is non-exclusive to You. 2.4 Sub-Franchisee’s Staff

You:

2.4.1 Must employ sufficient numbers of staff to effectively conduct the Sub-

Franchised Operation. 2.4.2 Must comply with any Australian employment laws and regulations and the

terms provided under any relevant industrial instrument. 2.4.3 Request and give authority to the Master Franchisee, effective immediately:

(a) to act in relation to any letters of demand and logs of claim made by any

relevant union or employee representative on the Sub-Franchisee and in any proceedings in the Australian Industrial Relations Commission which deal with the making of a dispute finding in relation to the letter of demand and log of claim; and

(b) to act as agent for and on behalf of and in the name of the Sub-

Franchisee in making an agreement with any relevant union and in having the agreement certified by the Australian Industrial Relations Commission (“Agency Arrangement”) and You agree that any reasonable costs incurred by the Master Franchisee in connection with this Agency Arrangement are payable by the Sub-Franchisee upon receipt of notice in writing from the Master Franchisee of such costs.

2.5 Manager

2.5.1 You must ensure that a Manager supervises the Sub-Franchised Operation during opening hours.

2.5.2 The Manager will be obliged to comply with this Agreement. Any breach by the

Manager will constitute a breach by You under this Agreement.


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2.5.3 The Manager must display the required level of skill and experience as may be reasonably required by the Master Franchisee.

2.6 Sub-Franchisee Responsibility for Claims

You will assume sole responsibility for any and all claims, liabilities, losses, expenses, responsibility and damages by reason of any claim, proceedings, action, liability or injury which may arise out of your conduct of the Sub-Franchised Operation.

2.7 Not to Make Unauthorised Representations

You will not make any representations, statements or warranties about the Sub-Franchised Operation other than those which are expressly permitted in writing.

2.8 Disclose Ancillary Agreements

2.8.1 You must obtain the consent in writing of the Master Franchisee, which will not be unreasonably withheld, before entering into any Lease, hire purchase or service contract, loan or finance agreement and any other similar commercial agreement relating to the Sub-Franchised Operation.

2.8.2 You agree to provide copies of all contracts or agreements relating to the Sub-

Franchised Operation to the Master Franchisee. 2.9 Not to Prejudice Domino's System

You agree not to prejudice or harm the Domino's System (including the goodwill of the Master Franchisee) used in connection with the Sub-Franchised Operation.

2.10 Independent Proprietor

You conduct the Sub-Franchised Operation as an independent proprietor under your own name and not as a partner, representative, agent or employee of the Master Franchisee. 2.10.1 This Agreement will not be construed or deemed to constitute a partnership

between the Master Franchisee and You. 2.10.2 You will use appropriate stationery, paper, letters and other identifying

materials which clearly show independent proprietorship. 2.10.3 You will exhibit at the Store a sign stipulated by the Master Franchisee stating

that You are an independent owner of the Sub-Franchised Operation. 2.11 Maintain Insurances

You will not do or allow or permit to be done any act or thing which may render any policy of the insurance under clause 17.10 effected void, voidable or otherwise liable to cancellation.

2.12 Be of Good Character

You will be of good character and shall not indulge in unethical conduct or acts of moral turpitude. You authorise the Master Franchisee to perform any national, State or Territory based police check of any Director, Controlling Shareholder or Partner at any time during the Term (Police Check). You agree to co-operate and provide the Master Franchisee (or its agent) with all information requested, in order to perform the Police Check, within the timeframe specified.

2.13 Workplace Health and Safety

You will ensure that the Sub-Franchise complies with the requirements of any Workplace Health and Safety Legislation applicable to the Store.


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2.14 Observe Lease and Other Agreements

You will at all times perform and observe the terms, conditions and covenants of the Lease and any other agreement that is material to the Store.

2.15 To Keep Store Open

You agree to keep the Sub-Franchise Operation fully functioning with all pizza and beverage products available for sale during Trading Hours.

2.16 Credit Customers

You will participate in PayPal or any other digital payment option used by the Master Franchisee from time to time, Mastercard, Visa and such other credit cards or credit schemes which may reasonably be nominated by the Master Franchisee. This would include the installation of EFTPOS or such other electronic system.

2.17 Computer hardware, software and other technology

2.17.1 The Master Franchisee may stipulate reasonable standards and specifications of the hardware and software (including email standards, point of sale software and management information software) to be installed by You in order to maintain consistency with other Domino's Pizza Stores.

2.17.2 The cost of installing and linking any computer equipment (including Telstra or

other service providers’ charges and transmission costs) will be the responsibility of You. The type of connection is to be as reasonably specified from time to time by the Master Franchisee.

2.17.3 The Master Franchisee agrees that it will not require You to install a new

computer system unless your present system ceases to be adequate for its purpose, as defined from time to time by the Master Franchisee.

2.17.4 You will arrange an email address to which the Master Franchisee is able to

communicate. You must ensure that the email account remains active, does not become full and is able to receive email at all times.

2.17.5 Without limiting any of the above provisions, You agree to use the Brand

Technology in the development and operation of the Store. You acknowledge that the Master Franchisee may modify all aspects and components of the Brand Technology from time to time upon notice to You. You acknowledge that changes to technology are dynamic and not predictable within the Term (and any Further Term) of this Sub-Franchise Agreement. In order to provide for inevitable, yet unpredictable changes to technological needs and opportunities, You agree:

(a) that the Master Franchisee shall have the right to

establish, in writing, reasonable new standards, rules, procedures and policies (however named) for the implementation of technology (including Brand Technology) in the Domino’s System; and

(b) to abide by those and fully adopt and implement those

reasonable new standards, rules, procedures and policies (however named) established by the Master Franchisee.

2.17.6 As part of the Brand Technology, the Master Franchisee may, subject to

clause 14.3, require You to obtain the Nominated Product, prescribed hardware and/or software from a particular vendor, or the Master Franchisee or its affiliates may be the sole supplier of any part of the Brand Technology. You agree to use only such items and services specified by the Master Franchisee in connection with the Brand Technology.


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2.17.7 Subject to law, You acknowledge that the Master Franchisee may require You to enter into a licence on reasonable terms exclusively with the Master Franchisee or its affiliates to use proprietary software developed by or for the Master Franchisee in order to maintain consistency with other Domino's Pizza Stores. You further acknowledge that You may also be required to enter into agreements on reasonable terms with others for use of third party software incorporated or used in connection with the Brand Technology in order to maintain consistency with other Domino's Pizza Stores.

2.17.8 You agree to incur any reasonable costs in connection with obtaining the

computer hardware and software or related technology comprising the Brand Technology (including software licences), or additions, substitutions, replacements and modifications thereto, which the Master Franchisee reasonably considers is necessary to maintain the brand. You further acknowledge that the Master Franchisee has the right to charge reasonable fees for software or system modification or enhancements specifically made for the Master Franchisee that are licensed to You and other maintenance and support services that the Master Franchisee or its affiliates furnish to You related to the Brand Technology.

2.17.9 You acknowledge and agree that the Master Franchisee has the right to

independently access Your data, inclusive of sales figures, through monitoring programs or software or other data stores or produced by Your technology and/or equipment. There are no contractual limitations on the Master Franchisee’s right or timing to access this information and data.

2.17.10 Without limiting the generality of the foregoing, unless the Master Franchisee

determines that it is no longer necessary, You are required to acquire, install and continuously use the Domino’s PULSE store computer system and to obtain a licence to use this software from the Master Franchisee or its affiliates by signing its standard licence agreement, currently entitled "Domino’s Pulse System End User License Agreement” and to acquire associated hardware which is reasonably determined by the Master Franchisee as being necessary to support that system and software.

2.17.11 Unless the Master Franchisee determines that it is unnecessary, You are

required to participate in online ordering in in order to maintain consistency with other Domino's Pizza Stores by entering into an agreement with the Master Franchisee or an approved online ordering servicing company designated by the Master Franchisee. You acknowledge that you are to be responsible for any reasonable fees and charges associated with your use of online ordering and the associated internet usage and connections, including but not limited to those imposed by a financial services provider (including Chargeback fees) or the Service Provider.

2.17.12 You acknowledge that the Master Franchisee may require You to enrol in and

complete all training programs and classes which the Master Franchisee reasonably requires to ensure the consistent operation and use of Domino’s PULSE or any other computer system or Brand Technology. These training programs will be offered at times and places designated by the Master Franchisee or an entity or entities that the Master Franchisee has approved to provide the training (which may include the Master Franchisee). The entity providing the training has the right to charge a reasonable training fee for these training programs or classes, which You agree to pay on demand. All training programs and classes must be completed to the Master Franchisee’s satisfaction. You will be responsible for the travel, living expenses and any other costs incurred during these training programs and classes.

2.17.13 The Master Franchisee maintains the right to develop or contract with third parties and affiliates to develop Additional Order Systems. You acknowledge and agree that if the Master Franchisee reasonably considers it necessary to maintain the brand, the Additional Order Systems may become a requirement for You at any time during the Term or any Further Term of this Agreement and consequently You may be required to spend a reasonable amount of money to


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add or replace equipment, wiring, hardware and software; to pay reasonable licensing fees, reasonable support and maintenance fees, reasonable fees paid to third parties; to incur other reasonable costs, and to sign agreements with third parties. To the extent that these products and services are owned by the Master Franchisee, or provided to You by the Master Franchisee, the Master Franchisee may charge reasonable up front and/or ongoing fees.

2.17.14 Regardless of the sources of funds to develop any Additional Ordering System,

the Master Franchisee will retain sole ownership of all direct and related rights and assets, including software and hardware, intellectual property and all data generated by the Additional Ordering Systems, but excluding hardware or equipment that You purchase directly for the purpose of gaining access to the Additional Ordering System.

2.18 Employ Suitable Drivers

2.18.1 You agree to employ suitable drivers for the delivery vehicles and will provide

the Master Franchisee with all information relevant to such drivers including their names, addresses, ages, driving records and insurance histories.

2.18.2 You will ensure that only registered delivery vehicles are used for the delivery

of pizzas. You agree to indemnify the Master Franchisee against any loss whatsoever suffered by the Master Franchisee (whether directly or indirectly) as a result of the use of unregistered vehicles.

2.19 Sub-Franchisee Corporation

If You are a corporation then You agree;

2.19.1 There will be no changes to the directors of You without the prior written

consent of the Master Franchisee which shall not be unreasonably withheld or delayed.

2.19.2 There will be no allotment of shares in You without the prior written consent of

the Master Franchisee. 2.19.3 The directors of You will not register any transfer of shares without the prior

written consent of the Master Franchisee. 2.19.4 You will not do any of the following without the prior written consent of the

Master Franchisee:

2.19.4.1 Give security over any of Your assets that are not Personal Property or Personal Property in respect of which the PPSA does not apply.

2.19.4.2 Create or agree to create another Security Interest in or allow another Security Interest to subsist over or attach to any of Your Personal Property.

2.19.4.3 Deal with any of Your Personal Property, except by selling or leasing your inventory in the ordinary course of Your business of selling or leasing inventory of that kind.

2.19.4.4 Allow any of Your Personal Property to become a fixture or an accession to, or to become commingled with, anything not already subject to a Security Interest in favour of the Master Franchisee, and even then only if the priority of that Security Interest is no less favourable than the priority of the Security Interest held by the Master Franchisee in the Personal Property that is to become a fixture, an accession or commingled.

2.19.5 You will have all directors sign the Guarantee and Indemnity.

2.19.6 The Spouse of the Controlling Shareholder is required by the Master

Franchisee to sign the Guarantee and Indemnity.


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2.19.7 To fully comply with all rules, policies, procedures and obligations prescribed by the Master Franchisee relating to the ownership structure of an approved sub-franchisee corporation.

2.19.8 That the Controlling Shareholder who has been approved by the Master

Franchisee will at all times during the Term and any Further Term of the Sub-Franchise Agreement own and control fifty-one per cent (51%) or more of the absolute voting and ownership interests of the Sub-Franchisee corporation, unless the Controlling Shareholder obtains the Master Franchisee’s written approval (in the manner prescribed under this clause 2.19) for a different ownership structure. The Controlling Shareholder must, at all times, be a permanent resident in the country in which the Store is located.

2.19.9 To provide the Employment Law Declaration to the Master Franchisee at or

before the time of signing this Sub-Franchise Agreement. You acknowledge that the Master Franchisee relies upon the accuracy of the representations contained in the Employment Law Declaration and that providing the Master Franchisee with a knowingly false Employment Law Declaration may constitute fraudulent behaviour by the Sub-Franchisee.

2.20 Sub-Franchisee Trust

If the Sub-Franchisee holds the Sub-Franchise in the capacity of trustee of a trust then the Sub-Franchisee will not without the prior written approval of the Master Franchisee which shall not be unreasonably withheld or delayed:

2.20.1 vary, amend, alter, revoke or modify the provisions or powers contained in the

trust deed constituting the trust or add or appoint additional beneficiaries; or 2.20.2 distribute or join in the distribution of any or all of the capital of the trust fund

created by the trust deed or in any other way vest the trust fund. 2.21 Residency

Unless otherwise agreed to by the parties in writing:

2.21.1 If You are a company, then the controlling shareholder must be a resident

within the MFAC represented region in which the Sub-Franchise Operation is located.

2.21.2 If You are a partnership, then at least one partner must be a resident within the

MFAC represented region in which the Sub-Franchise Operation is located. 2.21.3 If You are an individual, then You must be a resident within the MFAC

represented region in which the Sub-Franchise Operation is located. 2.22 Domino’s Website

2.22.1 The Master Franchisee operates and maintains websites, applications,

services (including web-services) and software (the “Website”) as the Master Franchisee considers necessary for the efficient operation and development of the Domino’s System.

2.22.2 The Master Franchisee shall have the absolute right to control the content of

the Website and the right to alter the appearance, content and functionality of the Website from time to time.

2.22.3 You must facilitate connection, at your own cost, to the Internet and comply

with the Master Franchisee’s requirements concerning use of the Website (if any) as stated in the Operating Manual or otherwise specified by the Master Franchisee from time to time.


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2.22.4 You will cooperate with the Master Franchisee to incorporate any new systems, promotional material or services the Master Franchisee may introduce using the Website from time to time.

2.22.5 Provided the Master Franchisee takes reasonable steps to maintain the

availability and functionality of the Website, You shall have no right or claim against the Master Franchisee, its officers, employees, agents or any third party for any loss or damage arising from the non-availability or lack of functionality of the Website or any part thereof.

2.22.6 You must not set up or be associated with any other website which relates

either directly or indirectly to the Domino’s System. 3 COOLING OFF PERIOD 3.1 Right to Terminate

3.1.1 The Sub-Franchisee may terminate this Sub-Franchise Agreement within 7

days after making any payment (whether of money or other valuable consideration) or of entering into the Sub-Franchise Agreement whichever is the earlier (“the cooling-off period”).

3.1.2 Clause 3.1.1 does not apply to the renewal of an existing Sub-Franchise

Agreement or the extension of the term or scope of an existing Sub-Franchise Agreement.

3.2 Deduction of Reasonable Expenses

If the Sub-Franchisee exercises the right to terminate during the cooling-off period in clause 3.1, then the Master Franchisee shall be entitled to deduct from any payments made by the Sub-Franchisee to the Master Franchisee under the Agreement, the Master Franchisee’s Reasonable Expenses. These expenses have been set out in the Disclosure Document and this Agreement. All other payments (whether of money or other valuable consideration) paid by the Sub-Franchisee less the Master-Franchisee’s reasonable expenses shall be refunded to the Sub-Franchisee within 14 days of the notice purporting to terminate this Sub-Franchise Agreement issued in accordance with this clause. The provisions of this sub-clause shall not apply to any renewal or transfer of an existing Sub-Franchise Agreement.

4 CONDITIONS PRECEDENT

4.1 Prior to commencing the operation of the Store, You must fulfil the following conditions precedent (except to the extent the Master Franchisee agrees to waive, in writing), namely:

4.1.1 pay the Sub-Franchise Fee, the Store Sale Administration Fee, the Further Term Sub-Franchise Fee (as applicable) and all other payments that are required to be paid as set out in this Agreement and Annexure E of the Disclosure Document;

4.1.2 delivery to the Master Franchisee of the following forms and documents, each properly completed, signed and (unless otherwise specified) dated:

4.1.2.1 Section 10 Certificate along with the Certificate of

Independent Legal/Accounting/Business Advice, if required;

4.1.2.2 Form of Receipt for the Disclosure Document;

4.1.2.3 Form of Receipt – Territory Map (including Territory Legend);


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4.1.2.4 Solicitor’s Certificate, if the Master Franchisee is providing a loan to You;

4.1.2.5 Direct Debit Request Form; and

4.1.2.6 All other documents/certificates/forms as reasonably requested by the Master Franchisee.

4.1.3 obtaining the right to occupy the location of a Store;

4.1.4 providing copies to the Master Franchisee (or other evidence

satisfactory to the Master Franchisee) of each of the licence and insurance as required by clause 17.10; and

4.1.5 ensuring all training is complete as set out in clause 12.

5 RENEWAL OR EXTENSION OF SUB-FRANCHISE 5.1 Option to Renew

You may, at your option, renew the Sub-Franchise for the Further Term (if any) at the end of the initial term, provided at the time of renewal You are not in default of any material provision of this Agreement or any other agreement with the Master Franchisee or its subsidiaries or affiliates or any other creditor or supplier of the Store, including Domino’s or DPIF.

5.2 Manner of Renewal

5.2.1 In connection with a renewal of the Sub-Franchise, You must execute the Master Franchisee’s then current form of store Sub-Franchise Agreement and all other agreements customarily used by the Master Franchisee in the grant of Sub-Franchises.

5.2.2 The renewal will be subject to You obtaining all required governmental

approvals. 5.2.3 You understand that the Sub-Franchise Agreement in regard to the Further

Term may provide for higher royalty fees and greater expenditures for advertising and promotion than are provided for in this Agreement and may contain other terms materially different from the terms of this Agreement. Any changes to fees and expenditures will be the same as are generally used by the Master Franchisee on a system-wide basis at that time.

5.2.4 The Further Term Sub-Franchise Fee must be paid by You to the Master

Franchisee upon the valid exercise of your option to renew for the Further Term. You will be responsible for all reasonable costs of the Further Term including legal and training costs.

5.2.5 The renewal will be subject to You paying the Further Term Sub-Franchise

Fee in accordance with this Agreement. 5.2.6 The Sub-Franchise Agreement for the Further Term will not contain any

further right of renewal unless agreed to in writing between the parties. 5.3 Exercise of Renewal

5.3.1 The Master Franchisee will comply with all requirements of the Code prior to your renewal of this Agreement.

5.3.2 Your failure to exercise the option to renew not less than six (6) months nor

more than twelve (12) months prior to the expiration of the term will be deemed an election by You not to renew this Agreement.


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5.3.3 The Master Franchisee may serve a notice upon You which will also state what actions, if any, You must take to correct the deficiencies in your operation of the Store and will specify a reasonable time period in which these deficiencies must be corrected.

5.3.4 Renewal of the Sub-Franchise will be conditional on your continued

compliance with all the terms and conditions of this Agreement and all other agreements with the Master Franchisee and its affiliates and subsidiaries and all other creditors and suppliers of the Store up to the date of expiration.

5.4 Holding Over

5.4.1 If, due to the expiry of this Agreement, You continue to operate the Store on a

holding over basis (with the Master Franchisee’s written consent), this is on a month-to-month basis on the same terms and conditions of this Agreement and is terminable by one (1) month’s written notice by either party to the other.

5.5 Extended Term 5.5.1 The Master Franchisee may allow a Sub-Franchisee, prior to the expiry of this

Agreement in its final Term, the opportunity to purchase from the Master Franchisee, for a price to be specified at that time, an extended term of between one (1) year and a ten (10) years (‘Extended Term’), subject to any conditions contained in the Master Franchisee’s policy, ‘Policy – Extended Term on expiry of a Sub-Franchise Agreement, as amended from time to time.

5.5.2 The Sub-Franchisee acknowledges that if the Master Franchisee agrees to provide an Extended Term under clause 5.5.1, the Master Franchisee may elect to vary the Store’s Territory and other material terms (upon notice to You), which will be effective immediately upon the expiration of the Agreement’s final Term. If applicable, the Sub-Franchisee’s Territory will then be amended for the period of the Extended Term granted by the Master Franchisee. If the request for an Extended Term arises due to the Sub-Franchisee’s sale, transfer or assignment of this Agreement, it is Your responsibility to advise the potential buyer/transferee/assignee that the Master Franchisee may split the Territory following the expiration of the final Term of this Agreement.

6 TERRITORY

6.1 Defined You must operate the Store from within the Territory.

6.2 Protected Area

Provided You are in compliance with the terms of this Agreement, the Master Franchisee will not operate or grant a Sub-Franchise for the operation of a Domino’s Pizza Store during the Term of this Agreement whose territory significantly overlaps your Territory.

6.3 Service Grant

6.3.1 You may, with the prior written approval of the Master Franchisee, conduct

the Sub-Franchise within the Service Grant.

6.3.2 The Master Franchisee is permitted to modify or cancel the Service Grant if the Master Franchisee intends to use the Service Grant, or part of it, as the territory or service grant for a new franchised or corporate store. The Master Franchisee will notify the Sub-Franchisee in writing of any such modification to or cancellation of the Service Grant at least 28 days before construction or fit-out of the new store commences.


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6.3.3 You are permitted to continue conducting your Sub-Franchise in the

Service Grant until the date the new store opens, following which You agree to immediately cease conducting your Sub-Franchise within the Service Grant. The Master Franchisee will notify you in writing of this new store opening date.

6.3.4 You acknowledge and agree that You are not entitled to make any demand or claim for compensation against the Master Franchisee or new sub-franchisee.

6.4 Franchised Territories

6.4.1 You will not operate the Store from outside the Territory or offer the

Delivery Service, outlined in clause 14.2, outside of the Territory except as allowed by clause 6.3.

6.4.2 If You breach sub clause 6.4.1 then You must account to the sub

franchisee of that territory for an amount equal to 35% (inclusive of GST) of the Sales which you have collected from all the customers within that sub franchisee’s territory.

6.4.3 You acknowledge that the Master Franchisee will not be liable for any loss

or damage suffered by You where another Sub Franchisee delivers into your Territory except where such delivery is made with the express consent of the Master Franchisee.

6.5 Reservations of Sub-Franchise Rights

6.5.1 The Master Franchisee reserves the right to open, operate or grant a sub-

franchise to a third party to operate:

6.5.1.1 a pizza store only within any metropolitan railway station, highway service centre (whatever such centre may be called) (a store in such a centre to provide a pick-up service only), theme or amusement park, airport, stadium, sports ground, indoor sports arena, entertainment centre, bowling alley, school, college, university or other educational campus or for any special events,

6.5.1.2 any food outlet other than a pizza store, and 6.5.1.3 without limiting paragraph 5.5.1.2, a gourmet pizza store (not a

Domino’s Pizza Store),

in any area, including within the Territory and the Service Grant.

6.6 Territory Map

6.6.1 The Territory for the Store means the area contained within the outline of the map and legend marked Annexure A to this Agreement;

6.6.2 The Sub-Franchisee, Owners and Guarantors each acknowledge and agree that:

6.6.2.1 The information provided in Annexure A is current as at

the date of preparation, and may change over time;

6.6.2.2 The data comprising the Territory is from a third party source, and not the Master Franchisee;

6.6.2.3 The Master Franchisee does not make any

representation, prediction or warranty about data accuracy, reliability, completeness or suitability for any


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particular purpose and, to the extent permitted by law, the Master Franchisee disclaims all responsibility and all liability (including without limitation, liability in negligence) for all expenses, losses, damages (including indirect or consequential damages) and costs which might be incurred as a result of the data being inaccurate, or incomplete or relied upon in any way and for any reason;

6.6.2.4 They have been advised by the Master Franchisee to make their own independent enquiries regarding house counts and business counts within the boundaries of the Territory before signing this Agreement.

7 INITIAL PAYMENTS

7.1 Sub-Franchise Fee

7.1.1 Prior to your execution of this Agreement, You shall pay the Sub-Franchise Fee to the Master Franchisee.

7.1.2 If You, at your option, renew the Sub-Franchise Agreement for the Further Term (if any) at the end of the initial term, You must pay the Further Term Sub-Franchise Fee to the Master Franchisee upon the valid exercise of the option to renew for the Further Term.

7.2 Store Sale Administration Fee

7.2.1 If You:

(a) have purchased the Store from the Master Franchisee; (b) opened a new Store; or (c) converted a store to a Domino’s Pizza store,

You are required to pay the Store Sale Administration Fee, representing the Master Franchisee’s costs incurred in administering the sale or conversion, to the Master Franchisee on or before the Date of Commencement of this Agreement.

7.2.2 If You intend to sell, transfer or assign this Agreement You are required

to satisfy the conditions in clause 24.4 “Assignment or Transfer to Others” and pay the Store Sale Administration Fee to the Master Franchisee.

8 ROYALTY FEE AND OTHER CHARGES

8.1 Amount and Payment

8.1.1 During the term of the Sub-Franchise, You agree to pay the Master Franchisee a Royalty Fee.

8.1.2 The Royalty Fee must be paid to the Master Franchisee no later than noon

on the Thursday immediately following each week of the Term or as directed by the Master Franchisee from time to time.

8.1.3 Any and all governmental and/or administrative approvals which may be

required to permit the payment of the Royalty Fees to the Master Franchisee shall be obtained by You at your sole expense.

8.2 Marketing Contribution

The Sub-Franchisee will pay the Marketing Contribution to the Master


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Franchisee. Payment of the Marketing Contribution will be made by the Sub-Franchisee to the Master Franchisee not later than noon on the Thursday immediately following each Week of the Term or as directed by the Master Franchisee from time to time.

8.3 Interest on Late Payments All Royalty Fees, Marketing Contributions and all other amounts owed to the Master Franchisee, its Agent or the Marketing Fund pursuant to this Agreement will bear interest after the due date at the Interest Rate. Entitlement to such interest shall be in addition to any other remedies the Master Franchisee may have.

8.4 Application of Payments

When the Master Franchisee receives a payment from You, the Master Franchisee has the right in its sole discretion to apply it as it sees fit to any past due indebtedness of yours due to the Master Franchisee or its affiliates, whether for Royalty Fee, Marketing Contribution, purchases, interest, or for any other reason, regardless of how You may designate a particular payment to be applied.

8.5 GST

8.5.1 Except for Royalty and Marketing Contribution, all payments to be made

by the Sub-Franchisee to the Master Franchisee under this Agreement (including but not limited to the Sub-Franchise Fee) are calculated without regard to GST. If any such payment is for a Taxable Supply, the Sub-Franchisee will pay to the Master Franchisee the amount of GST imposed in respect of the Taxable Supply.

8.5.2 The Master Franchisee will provide to the Sub-Franchisee within a

reasonable time after request any documentation reasonably necessary to enable the Sub-Franchisee to claim Input Tax Credits.

8.6 Charge to use the national telephone number

During the term of the Sub-Franchise, if You use the Domino's System's national telephone ordering number (which as at the date of this document is 131 888), You must pay the Master Franchisee a Telephone Charge. The Telephone Charge is the proportion of the total direct cost to the Master Franchisee in providing that service calculated by dividing the number of calls diverted to You by the total number of calls made to the national ordering number. You must pay the Telephone Charge within 7 days of receipt of an invoice from the Master Franchisee.

8.7 Other charges

The Master Franchisee may provide other services to You from time to time. If You use those services, You must pay the then current fee or charge for that service as advised to You by the Master Franchisee in writing before the provision of the service.

8.8 Additional Freight Costs for Stores in Regional Locations 8.8.1 Subject to the Master Franchisee’s policy on freight from time to time, the

Master Franchisee’s national store door pricing for food is applicable to Stores located in metropolitan areas. For store in “Regional Locations” (as defined in clause 8.8.2) for which the Master Franchisee arranges the freight, the Sub-Franchisee will receive those products at the national store door pricing plus an additional freight cost as charged to the Master Franchisee by the freight provider for sending the products to the Store from time to time (the “Additional Freight Costs”). These charges are then on-charged by the Master Franchisee to the Sub-Franchisee and


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are non-refundable. This amount will be 50% of the freight charges incurred by the Master Franchisee in arranging freight to the applicable Store.

8.8.2 For the purposes of clause 8.8.1, the definition of “Regional Location” is

defined in the below table:

Area serviced

Regional Location

QLD

More than 100km from Brisbane Central Business District (“CBD”)

Sydney NSW

More than 75km from Sydney CBD

ACT

More than 50km from Canberra CBD

Newcastle NSW

More than 50km from Newcastle CBD

VIC

More than 50km from Melbourne CBD

TAS

Not applicable

SA

More than 40km from Adelaide CBD

WA

More than 60km from Perth CBD

NT

More than 85km from Darwin CBD

8.8.3 The Master Franchisee has the right, exercisable at its discretion and

upon reasonable notice, to amend or vary the definition of Regional Location.

9 STORE LOCATION

9.1 Advice and Approval

9.1.1 The Master Franchisee will provide advice and information as to the location of a Store.

9.1.2 You must obtain the Master Franchisee's written approval in regard to any

proposed store location. 9.1.3 Any costs (including legal, real estate agent and the preparation of final

plans) associated with the store and the Master Franchisee's approval under this clause will be your responsibility.

9.2 Store Leases

9.2.1 Concurrently with the execution of this Agreement, You may execute a

Lease agreement, for the Store. 9.2.2 You will not execute a Lease with a third party lessor for the Store which

has not been first approved in writing by the Master Franchisee or which does not contain the terms the Master Franchisee requires in all such leases.

9.2.3 The costs associated with such approval will be your responsibility.

9.2.4 If You are the lessee under the Lease agreement or hold any interest in

the real estate in which the Store is located, You must provide the Master Franchisee with copies of all documents, deeds and title information upon request or before the change in any such interest.

9.3 Required Lease Provisions


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Where You enter into a lease pursuant to clause 9.2, the Lease for the Store shall contain such provisions as the Master Franchisee may reasonably require, including but not limited to provisions to the effect that:

9.3.1 the Lease is entered into by and between You and the lessor upon the

express understanding that You are a licensed Sub-Franchisee and that the premises are to be used during the term of the lease solely as a Sub-Franchised business. The Master Franchisee is a third-party beneficiary of the Lease agreement and is entitled to enforce on its own behalf the rights given to it in the agreement;

9.3.2 upon termination or expiration of this Sub-Franchise for any reason, the

Master Franchisee shall have the right, but shall not be obligated, to assume your status and replace You as lessee. Upon exercise of that right by the Master Franchisee, You shall be fully released and discharged from all liability for future rent and other lease charges (except for liability for unpaid rent or other lease charges for the period of your occupancy or any other then existing liability to the lessor under such lease). The Master Franchisee shall further have the right to assign the Lease to another Sub-Franchisee upon 30 days notice to the lessor. You and the lessor shall sign and complete any required documents and/or formalities to achieve this result without delay. All costs incurred by the Master Franchisee including the legal costs of effecting a transfer of the Lease from the Sub-Franchisee to the Master Franchisee will be the responsibility of the Sub-Franchisee;

9.3.3 the lessor of the Store shall send the Master Franchisee a copy of all

notices of default which it sends to You; and 9.3.4 upon termination of the Lease or of the Sub-Franchise Agreement, the

lessee shall remove all identifying signs and trademarks from the premises. If the lessee fails to do so within five (5) calendar days of the Lessee's last day of active business or of the termination of the lease, whichever is sooner, the Master Franchisee may remove such signs or marks at the cost of the Sub-Franchisee.

9.4 If the Master Franchisee holds the Lease, then You will be entitled to use and

occupy the leased Store for the purpose of the Sub-Franchise:

9.4.1 the Master Franchisee grants to You a licence for the non-exclusive use of the Store under this Agreement;

9.4.2 You agree to pay a monthly amount equal to monies payable by the

Master Franchisee under the Lease; 9.4.3 if required under the Lease, You will pay to the Master Franchisee a

security bond as may be required under the Lease; 9.4.4 any money payable under this clause will be paid, as directed by the

Master Franchisee, by direct debit to the Master Franchisee; 9.4.5 any costs associated with the Lease will be paid by You.

9.5 If You require the Master Franchisee to hold or retain the lease at any time during the term of this Agreement then the Master Franchisee requires You to pay the Lease Liability Fee set out in Schedule 19 from the Date of Commencement of the Sub-Franchise Agreement. This amount would not apply where You are the Lessee of the Lease.

9.6 If an existing lease held by the Master Franchisee as Lessee, expires during the term of this Agreement and You refuse to become the Lessee of a new Lease, or if an existing Lease cannot be assigned to You during the term of this Agreement, then the Master Franchisee may in its sole discretion require You to


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pay the Lease Liability Fee set out in Schedule 19. This amount would not apply where You are the Lessee of the Lease.

9.7 If the Master Franchisee receives any incentive or financial benefit as a result of

holding the Lease, the Master Franchisee will provide the details (including the name of the business providing the incentive or financial benefit) to the Sub-Franchisee.

9.8 Location and Use

9.8.1 You may operate the Store only at the Location, and You may not relocate

the Store except with the Master Franchisee’s prior written consent as provided in clause 9.9.

9.8.2 The Store may only be used for the operation of a Domino’s Pizza Store

and other related activities approved by the Master Franchisee in writing. 9.8.3 You shall not allow the premises of the Store to be used for any immoral

or illegal purpose.

9.8.4 If the Store requires any repair, restoration, reconstruction or relocation, this will be at Your sole expense (subject to the terms of the Lease).

9.9 Relocation

9.9.1 If You wish to relocate the Store, You must obtain the Master Franchisee’s

prior written approval.

9.9.2 If the Master Franchisee, acting reasonably, determines that the Store must be relocated, it will provide you with reasonable notice in writing (being not less than 90 days) of the required relocation.

9.9.3 The standards for relocation are set forth in the Operating Manual. 9.9.4 If You fail to obtain the Master Franchisee’s approval prior to relocating

your store or fail to follow the standards for relocation, the store will not be considered a relocation and further Sub-Franchise fees will be applicable.

9.9.5 Any relocation will be at your sole expense, unless negotiated otherwise

with the Master Franchisee. In the event of relocation of the Store, You will pay the Master Franchisee its reasonable expenses incurred in connection with any such relocation.

9.10 Termination or Assumption of Lease

9.10.1 If You have leased or licensed the Store from the Master Franchisee, or its

local subsidiary then, upon the termination or expiration of the Sub-Franchise for any reason, such lease(s) and/or licence(s) shall terminate.

9.10.2 If You have leased or licensed the Store from a third party lessor, upon the termination or expiration of the Sub-Franchise for any reason, the Master Franchisee shall have the right to assume your status and replace You as a lessee. Upon exercise of that right by the Master Franchisee, You will be fully released and discharged from all liability for rent and all other future liability under the lease (although not from any liability for unpaid rent or any other then existing liability to the lessor under the lease). If the Master Franchisee exercises its right to assume your lease, the Master Franchisee will indemnify You and hold You harmless against any claim made for future rent or other future liability under the lease or sublease.

10 STORE DEVELOPMENT

10.1 Initial Development and Construction


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You agree that promptly after obtaining possession of the site for the Store You will (unless agreed otherwise with the Master Franchisee):

10.1.1 cause to be prepared and submit for approval by the Master Franchisee a

site plan and any modifications to the Master Franchisee’s basic architectural plans and specifications for the Store, including requirements for dimensions, exterior design, materials, interior layout, equipment, fixtures, furniture, signs, and decorating. You may modify the Master Franchisee’s basic plans and specifications to the extent required to comply with applicable by-laws, ordinances, building codes, and permit requirements with the Master Franchisee’s prior written approval;

10.1.2 obtain all required zoning changes; all required building, driveway, utility,

health, sanitation, and sign permits and any other required permits; 10.1.3 purchase or lease equipment, fixtures, furniture and signs meeting the

Master Franchisee’s specifications and requirements; 10.1.4 complete the construction and/or remodelling, equipment, fixture, furniture

and sign installation and decorating of the Store in full and strict compliance with plans and specifications approved by the Master Franchisee and all applicable ordinances, building codes and permit requirements; and

10.1.5 if applicable, obtain all customary contractors’ sworn statements and

partial and final waivers of lien for construction, remodelling, decorating and installation services provided for the Store.

10.2 Store Opening

You agree to complete development of the Store and have the Store ready to open within a reasonable time after obtaining possession of the site for the Store. If You do not open the Store and have it operating within (6) months from the Date of Commencement, the Master Franchisee will have the option to terminate this Agreement upon the giving of written notice to You.

10.3 Ability to Fund Improvements

You will not commence refurbishment or the purchase of any fixtures, fittings or equipment for use in the Sub-Franchise without first providing to the Master Franchisee satisfactory written evidence of your ability to fund the improvements.

11 STORE REFURBISHING

11.1 Subject to all approvals from any relevant local authority being obtained You agree to refurbish the Store (in addition to regular maintenance and repair) at Your cost, within six (6) months of receipt of written notice from the Master Franchisee or prior to completion of a sale (if applicable) of the Store (whichever occurs sooner) (the “Refurbishment Completion Date”), as the Master Franchisee may from time to time reasonably require to maintain or improve the appearance and efficient operation of the Store, to increase its sales potential, or to comply with the Master Franchisee’s standards and identity. The refurbishment must be completed in accordance with the Master Franchisee’s then current image and design standards. Refurbishing may include:

11.1.1 replacement of worn out or obsolete equipment, fixtures, furniture, and

signs; 11.1.2 the substitution or addition of new or improved equipment, fixtures,

furniture, and signs; 11.1.3 redecorating;


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11.1.4 repair of the interior and exterior of the premises and repair and resurfacing of parking facilities;

11.1.5 structural modifications and remodelling of the premises; and 11.1.6 repair or replacement of delivery and related motor vehicles.

11.2 You will not be required to make aggregate expenditures for refurbishing of the

Store in excess of two and one-half percent (2.5%) of the Sales (excluding any sales tax or GST) of the Store from the date of its opening to the date on which any required refurbishment has been completed or from the date of that refurbishing to the date of any subsequent refurbishing on those occasions when a subsequent refurbishing is required.

11.3 You agree to make all reasonable endeavours and do all things reasonably

necessary to obtain all relevant local authority approvals as soon as practicable after receiving the written notice from the Master Franchisee as aforesaid.

11.4 Without prejudice to the Master Franchisee’s rights under this Agreement, should

it become apparent that the refurbishment works will not be completed by You before the Refurbishment Completion Date to the Master Franchisee’s satisfaction, the Master Franchisee will have the right to arrange and complete the works on Your behalf and will on-charge all relevant costs to You, including all relevant Master Franchisee internal costs. You acknowledge that the Master Franchisee shall have no liability to You whatsoever for any loss of revenue or other expense incurred by You as a result of the Store being refurbished pursuant to this clause.

11.5 If You are required to undertake a refurbishment under this clause 11, unless

agreed otherwise with the Master Franchisee, it is Your sole responsibility to obtain all approvals, permits, licenses and take all steps contemplated by clause 9.1 in respect of the proposed refurbishment works. You are strictly prohibited from commencing any refurbishment works at all until such time as You receive all approvals, permits and licences necessary to do the refurbishment works, including the Master Franchisee’s written approval of any and all proposed plans and specifications for the Store.

11.6 For the purposes of this clause 11, Refurbishing shall not include computer

hardware or other components of the Brand Technology. Any additions, substitutions, replacements or modifications to the Brand Technology shall be governed by the provisions in clause 2.17.

12 TRAINING

12.1 Initial Training

12.1.1 You (or the Director, Controlling Shareholder or Partner if You are a corporation or partnership and, if so, the Director, Controlling Shareholder or Partner may substitute a designated individual) must enrol and complete all training programs and classes which the Master Franchisee require for the operation of a Domino’s Pizza Store.

12.1.2 These training programs and classes will be furnished at such times and

places as the Master Franchisee designate. 12.1.3 If You purchase the Store from the Master Franchisee, You are

responsible for the costs of all initial training programs or classes required to be completed by You (or the Director, Controlling Shareholder or Partner) in connection with the operation of a Domino’s Pizza Store. You must pay the one-off Initial Training Fee detailed in Schedule 14B (to a maximum of $25,000 plus GST), representing the reasonable costs of the Master Franchisee in training You, upon settlement of the sale of the Store.


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12.1.4 For the avoidance of doubt, in the event You purchase the Store from an

existing Domino’s Pizza sub-franchisee (“Vendor”) the Vendor will be responsible for payment of the Master Franchisee’s costs in training You. If You propose an assignment or transfer to others under clause 24.4 of this Agreement, You are required to pay the training fee in clause 24.4.9 in respect of the incoming sub-franchisee.

12.1.5 All training programs and classes must be completed to the Master

Franchisee’s satisfaction.

12.1.6 You will be responsible for the travel, living expenses, and compensation of You or your employees incurred during these training programs and classes, and for the expenses of an interpreter, if necessary.

12.2 Training of Employees

12.2.1 You agree to implement a training program for employees of the Store in

accordance with training standards and procedures prescribed by the Master Franchisee from time to time to ensure Your employees, legally, safely and properly perform their duties while in the Store and outside the Store for business purposes, including training Your employees to follow appropriate procedures for their safety and well-being as well as the safety and well-being of the public.

12.2.2 You also agree to purchase from the Master Franchisee and utilize all

training aids which the Master Franchisee may require from time to time (e.g., films, videotapes or printed materials).

12.2.3 You agree not to employ any person who is required by the Master

Franchisee to complete a training program but who fails or refuses to do so.

12.2.4 You further acknowledge and understand that it is not the Master Franchisee’s responsibility or duty to implement a training program for Your employees, nor does the Master Franchisee have the responsibility or duty to instruct Your employees about matters of safety and security in or around the Store or Territory or on the way to or from the Store. By providing advice, certifications or suggestions at any time, the Master Franchisee does not assume any of Your responsibilities or duties.

12.3 Additional Training

12.3.1 The Master Franchisee may also require You (or the Director, Controlling

Shareholder or Partner if You are a corporation or partnership and, if so, the Director, Controlling Shareholder or Partner may substitute a designated individual) to attend supplemental or additional training programs which may be offered from time to time by the Master Franchisee during the term of the Sub-Franchise where this is reasonably necessary to maintain consistency with other Domino's Pizza Stores.

12.3.2 You will be responsible for the reasonable costs of such programs and

for the travel and living expenses and compensation of You and your employees incurred during these programs.

13 OPERATING ASSISTANCE

13.1 Advice and Guidance The Master Franchisee will furnish You with such reasonable operating assistance as the Master Franchisee determines from time to time to be necessary for the operation of the Store. Operating assistance will include advice and guidance regarding:


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13.1.1 methods of pizza preparation, packaging, and sale; 13.1.2 formulating and implementing advertising and promotional programs

including those that must be undertaken by the Sub-Franchisee for Local Store Marketing; and

13.1.3 the establishment of administrative, bookkeeping, accounting, inventory control and general operating procedures.

13.2 Operating assistance may also involve a representative of the Master Franchisee

being present at the Store for such period of time required by the Master Franchisee.

13.3 You understand that the assistance provided to You under 12.1 does not

obligate the Master Franchisee to operate the Store on your behalf at any time during the Term of the Sub-Franchise or to provide the accounting or bookkeeping services required for the operation of the Store.

13.4 Operating Problems

13.4.1 The Master Franchisee will advise You from time to time of operating

problems of the Store disclosed by reports submitted to or inspections made by the Master Franchisee.

13.4.2 The Master Franchisee will make no separate charge for operating

assistance except that the Master Franchisee may make reasonable charges for forms and other materials supplied to You. If the operating assistance is in the Master Franchisee’s judgment necessary due to your failure to comply with any provision of this Agreement, then the cost for providing the operating assistance in excess of that normally provided by the Master Franchisee will be payable by You as provided in clause 24.7.

14 STORE PRODUCTS AND SERVICE

14.1 Store Menu

You agree that You will offer for sale and sell at or from the Store all pizza and beverage products and the take-away and delivery services that the Master Franchisee from time to time authorises. You also agree that You will not offer for sale or sell at or from the Store any products or services not authorised by the Master Franchisee in writing.

14.2 Delivery Service

14.2.1 You agree that the Store will at all times during Trading Hours offer

delivery service to all customers located within your Territory. You will not be required to offer delivery service in areas which might present a danger to You or your employees.

14.2.2 If You are unable to meet an Eight (8) Minute Delivery Criteria (during

peak trading times) for the products sold by You within the Territory the Master Franchisee may, at its option, review the Territory or You must consider a territory split as recommended by the Master Franchisee.

14.2.3 The Master Franchisee shall have the right to prescribe from time to time

the boundaries beyond which the Store may not offer delivery service. You further understand that in revising these boundaries the Master Franchisee, acting reasonably, has the right to make adjustments to the size of your delivery and service area to account for changing market conditions, population changes and other relevant considerations.

14.3 Supplies, Equipment and Materials


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14.3.1 All Nominated Product must conform to the specifications and quality

standards of the Domino's System as established by the Master Franchisee from time to time.

14.3.2 Subject to clause 14.3.10 You will purchase the Nominated Product from

the Master Franchisee, Domino’s, or from approved suppliers or distributors. If You propose to purchase or lease items or equipment not previously approved as Nominated Product by the Master Franchisee as meeting its specifications, You must first notify the Master Franchisee and the Master Franchisee may require, at your cost, submission of sufficient specifications, photographs, drawings and/or other information and samples to determine whether any such items meet the Master Franchisee’s specifications. The Master Franchisee will advise You within a reasonable time whether any proposed item meets its specifications.

14.3.3 Any ingredient, supply or material not previously approved by the Master

Franchisee as conforming to its specifications and quality standards must be submitted for examination and/or testing prior to use. The Master Franchisee reserves the right from time to time to examine the facilities of any approved supplier or distributor, and to conduct reasonable testing and inspection of the ingredients, materials or supplies to determine whether they meet the Master Franchisee’s standards and specifications.

14.3.4 The Master Franchisee also reserves the right to charge fees for testing

and evaluating any proposed item or equipment submitted by You and any proposed suppliers or distributors and to impose reasonable limitations on the number of approved suppliers or distributors of any product. Approval of a supplier or distributor may be conditioned on requirements relating to frequency of delivery, standards of service including prompt attention to complaints and the ability to service and supply Domino’s Pizza Stores within areas designated by the Master Franchisee.

14.3.5 You agree not to resell to any third party, not a part of the Domino's

System, any of the foregoing ingredients, supplies or materials which You have purchased or acquired from the Master Franchisee, DPIF, Domino’s, or from any suppliers or distributors.

14.3.6 DPIF reserves the right to re-inspect the facilities and products of any

such approved suppliers or distributors from time to time, and to revoke the Master Franchisee’s approval upon the failure of the supplier or distributor to meet the Master Franchisee’s standards and specifications. Once You are notified that the approval of a supplier or distributor has been revoked, You shall cease using that supplier or distributor to supply ingredients, materials or other supplies.

14.3.7 At the time the Store opens for business, You will stock the initial

inventory of supplies, equipment and materials prescribed by the Master Franchisee. Thereafter, You will stock and maintain all types of supplies, equipment and materials which the Master Franchisee prescribes, in quantities sufficient to meet reasonably anticipated customer demand.

14.3.8 You recognize and acknowledge that the ingredients, supplies and

materials used in the preparation, packaging and delivery of pizza are confidential trade secrets and are subject to the terms of clause 17.6.

14.3.9 The Master Franchisee, or a party at the Master Franchisee’s direction,

may from time to time supply or cause to be supplied products to the Sub-Franchisee or Owners without them having ordered them. In those circumstances:


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(a) the Sub-Franchisee will be deemed to have ordered the products or will be deemed to have consented to the supply of those products and will be liable to pay the party who supplied them within the usual terms of trade; and

(b) the Master Franchisee is under no obligation to provide any compensation whatsoever to the Sub-Franchisee or Owners.

14.3.10 The Master Franchisee may, where this is reasonably necessary to

maintain consistency with other Domino's Pizza Stores, require You to purchase the Nominated Product using any supply chain management software, technology, ordering methods, solutions, applications, programs or platforms designated by the Master Franchisee from time to time.

15 ADVERTISING AND PROMOTION

15.1 By the Master Franchisee

15.1.1 The Master Franchisee or its designee will from time to time formulate, develop, produce, and conduct advertising and promotional programs in the form and media as the Master Franchisee determines to be most effective.

15.1.2 The Master Franchisee reserves the right, at its sole discretion, to

determine the composition of all geographic territories and market areas for the development and implementation of advertising and promotion programs.

15.1.3 All costs of the formulation, development and production of any such

advertising and promotion (which may include without limitation the proportionate compensation of the Master Franchisee’s employees who devote time and render services in the formulation, development and production of such advertising and promotion programs or the administration of the funds), will be paid from a separate fund administered by the Master Franchisee (the “Marketing Fund”).

15.1.4 You will be obligated to pay the Marketing Contribution to the Master

Franchisee. Your Marketing Contribution must be paid to the Master Franchisee not later than noon on the Thursday immediately following each week of the Term or as directed by the Master Franchisee from time to time.

15.1.5 The Master Franchisee reserves the right to direct the operation of the

Marketing Fund as the Master Franchisee deems appropriate, at its sole discretion, and further reserves the right to engage the services of an advertising source or sources to formulate, develop, produce and conduct the advertising and promotion programs, the cost of such services to be payable from the Marketing Fund.

15.1.6 The Master Franchisee may use the Marketing Fund to pay the expenses of the following kind, including:

(a) Payment of expenses for constructing, updating and hosting of

any of the Master Franchisee’s websites or digital assets (such as but not limited to LinkedIn, Facebook, Twitter or any other social media platform) that the Master Franchisee operates in on the world wide web;

(b) Payment of expenses for conducting customer service programmes (including mystery shopper programs) to determine whether the Sub-Franchisee is complying with the Domino’s System, standards and image in the conduct of the Sub-Franchise


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and, to the extent it is not, what improvements can be made to customer service standards;

(c) Payment of expenses for engaging advertising agencies and

marketing consultants to provide strategic and other advice on the creation, development and implementation of marketing and advertising programs and customer loyalty programs;

(d) Payment of expenses for organising conferences and conducting

seminars at the head office of the Master Franchisee and organising other functions and activities for sub-franchisees and their employees;

(e) Payment of expenses for protecting the Domino’s brand and the

image, including the Marks by any means that, in the Master Franchisee’s sole opinion considers necessary, including all legal and associated costs;

(f) Payment of expenses for registering, renewing and reviewing the

Marks;

(g) Payment for accountancy, legal and other professional fees in respect of audits of the records of the Marketing Fund and keeping financial records of the Marketing Fund;

(h) Payment for the costs of preparation of the annual financial

statement required to be prepared by the Master franchisee under the Franchising Code of Conduct and their administration costs concerning the Marketing Fund;

(i) Payment for the costs of auditing the Marketing Fund and/or the

annual financial statements and for conducting any vote of sub-franchisees whether they agree or not agree for the Master Franchisee to expend money to engage an auditor to conduct an audit of the Marketing Fund statement and prepare an audit report of the Marketing Fund for a particular financial year;

(j) Payment for the reimbursement of reasonable overhead and

administrative costs of the Master Franchisee administering the Marketing Fund and creating, developing and implementing marketing and advertising programs including the supply of goods or services to the Marketing Fund or for its benefit;

(k) Payment for reimbursement to the Master Franchisee for

advances it has made to or for costs or liabilities it has incurred or paid for on behalf of the Marketing Fund;

(l) Payment of expenses for the creation, development and

implementation and ongoing costs of administration and operation of customer loyalty programs;

(m) Payment of expenses of the kind agreed to by a majority of sub-

franchisees in Australia;

(n) Payment of expenses of the kind disclosed to sub-franchisees in the Master Franchisee’s Disclosure Document, such as labour costs for the members of the Master Franchisee’s Marketing Department and other relevant departments are met by the Marketing Fund as they provide services to the Marketing Fund relating to its administration, trade mark advice, production and creative work; and


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(o) Payment of such other legitimate marketing or other advertising expenses of the kind determined from time to time by the Master Franchisee.

15.1.7 The Master Franchisee will not be liable to the Marketing Fund, to the

Sub-Franchisee or any other sub-franchisee for the late collection of, or failure to collect, any Marketing Contribution.

15.1.8 The Master Franchisee may reduce, discount or write off the amount of any contributions payable to the Marketing Fund by the Sub-Franchisee or the other sub-franchisees.

15.1.9 The Master Franchisee may, but is not required to, rebate all or part of

the Marketing Contribution paid by the Sub-Franchisee and if the Master Franchisee decides to rebate any part of the Marketing Contribution or other contributions to the Marketing Fund, the Master Franchisee may impose conditions on the use of that money.

15.1.10 The Master Franchisee:

(a) May in its sole discretion from time to time, advance money to

the Marketing Fund or incur an expense on behalf of the Marketing Fund for which the Marketing Fund must reimburse the Master Franchisee;

(b) Will be entitled to interest payable on moneys advanced at the rate of interest payable and terms of repayment agreed to by the sub-franchisees; and

(c) Is entitled to a refund of all moneys advanced by the Sub-

Franchisee to the Marketing Fund or expended for its benefit and repayment of these moneys will be a proper payment of marketing and advertising expenses under this Agreement.

15.2 You acknowledge and understand that the Marketing Fund is intended to

maximize general public recognition and patronage of the Marks in the manner determined to be most effective by the Master Franchisee and that the Master Franchisee undertakes no obligation in developing, implementing or administering these programs to ensure that expenditures which are proportionate or equivalent to your contributions are made for the market area of the Store or that any Store will benefit directly or pro rata from the placement of advertising.

15.3 Promotions The Sub-Franchisee when directed must participate with the Master Franchisee and other sub-franchisees of the Domino's System with all promotions arranged by the Master Franchisee or specified by the Master Franchisee whether for national, regional or local area marketing including but not limited to online and social networking media promotions and initiatives. 15.3.1 Local Store Marketing

15.3.1.1 The Sub-Franchisee agrees to spend Local Store Marketing (which will be in addition to the Marketing Contribution) on promoting and advertising the Sub-Franchised Operation within the Territory on such promotional and advertising initiatives as the Master Franchisee may approve, suggest or determine (including participation in initiatives that involve the use of various forms of online and social networking media and technology rather than just Print Program Material). The Sub-Franchisee acknowledges that the nature and extent of such promotional and advertising initiatives may vary between Stores in the Domino’s System depending on many


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factors including (but not limited to) the nature of the customer base in that local area and the most appropriate means of using available technology to advertise and promote greater customer engagement with the brand and the Store.

15.3.1.2 Prior to conducting any Local Store Marketing, the Sub-

Franchisee will obtain the written approval of the Master Franchisee with respect to:

(a) any publicity media used; and

(b) the content, frequency and times of appearance.

15.3.1.3 The Sub-Franchisee acknowledges and agrees that if it

does not comply with the Master Franchisee’s requirements for Local Store Marketing, that the Master Franchisee may arrange the required Local Store Marketing on the Sub-Franchisee’s behalf and will on-charge the cost of such local promotional/marketing activities to the Sub-Franchisee.

15.4 By Sub-Franchisee

All advertising, promotions and media relations (including public relations, social media and events) conducted by You must be completely factual and shall conform to the highest standards of ethical advertising and the then current image and policies relating to advertising and promotion of the Domino’s System, prescribed from time to time by the Master Franchisee. Prior to using any advertising, promotional materials or plans including but not limited to print, radio, television or other media (“Ad Materials”), You must submit copies of all Ad Materials to Master Franchisee for approval. Further, You must submit to the Master Franchisee, within ten (10) business days, any Ad Materials that You have previously used and that have not been prepared by the Master Franchisee or previously approved by the Master Franchisee. If the Master Franchisee disapproves any such Ad Materials, You must immediately discontinue further use of that material or plan.

15.5 Ownership of Advertising

You acknowledge that Domino’s is the sole and exclusive owner of all Ad Materials that result from advertising or promotional programs developed pursuant to this Agreement and any goodwill established thereby shall insure to the exclusive benefit of Domino’s.

16 RECORDS AND REPORTS

16.1 Bookkeeping and Recordkeeping 16.1.1 You agree to establish a bookkeeping, recordkeeping and point of sale

system (including a record of the names, addresses, telephone numbers and order history of the customers in your Store’s delivery area) conforming to the requirements prescribed by the Master Franchisee, relating, without limitation, to the use and retention of daily sales slips, coupons, purchase orders, purchase invoices, payroll records, check stubs, bank statements, value added tax records and returns, cash receipts and disbursements, journals and general ledgers, as well as any bookkeeping and recordkeeping systems required by applicable law.

16.1.2 If You are a new, external Sub-Franchisee in accordance with the Policy - Bookkeeping Policy Version 3.0 (as amended from time to time), the Master Franchisee will provide to You, and You agree to accept, bookkeeping services from the Date of Commencement of this Agreement (“Bookkeeping Services”).


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16.2 If You fail to provide to the Master Franchisee any information detailed in clause

16.1.1 then the Sub-Franchisee agrees to allow the Master Franchisee to appoint a qualified accountancy advisor or, at its election, require You to immediately take on the Bookkeeping Services (for a term decided by the Master Franchisee in its discretion) in relation to the Sub-Franchised Operation. This advisor or the Master Franchisee, as the case may be, will have the expertise and experience in the administration and management of franchised operations necessary for it to assess the performance of the Sub-Franchise Operation.

16.3 The Master Franchisee will with the assistance of the advisor monitor the

performance of the Sub-Franchised Operation particularly with reference to any minimum performance criteria specified in the Sub-Franchisee's business plan from time to time. The Master Franchisee will then have the advisor prepare management and accounting reports, data and information that may be reasonably necessary to conduct the Sub-Franchised Operation not later than monthly in arrears.

16.4 The Sub-Franchisee agrees to be responsible for all professional costs and

outlays incurred by the Master Franchisee in an appointment of any advisor or in undertaking the Bookkeeping Services under clause 16.2. The Bookkeeping Services will be provided by the Master Franchise in accordance with the Policy - Bookkeeping Policy Version 3.0 (as amended from time to time).

16.5 Sales Reports, Financial Statements and Employee Entitlements

You agree to submit to the Master Franchisee: 16.5.1 with the Royalty Fee due, a weekly report of the Sales of the Store and

all other information and supporting records as the Master Franchisee may require. If You fail to provide Your Sales Report for the Store to the Master Franchisee by 11am AEST to [email protected] on a Monday of each week, You will be charged an administration fee of $50 plus GST which the Master Franchisee will add to Your weekly invoices (“Sales Report Fee”). For the avoidance of doubt, You will continue to be charged the Sales Report Fee until such time as You provide the weekly Sales Report to the Master Franchisee on time and in the manner required;

16.5.2 within twenty-one (21) days of the end of each month, an unaudited

balance sheet as of the end of the preceding month and an unaudited statement of profit and loss of the Store and, if You are a corporation or partnership, of the corporation or partnership, for such month;

16.5.3 within ninety (90) days of the end of each financial year of the Store

ending June 30, an unaudited balance sheet as of the end of the year and an unaudited annual statement of profit and loss and financial condition of the Store prepared in accordance with the local generally accepted accounting principles by an independent certified public accountant in the manner prescribed by the Master Franchisee;

16.5.4 upon the Master Franchisee’s written request, exact copies of any and

all tax filings required by any agency and/or taxing authority for any period; and

16.5.5 upon the Master Franchisee’s written request, details of employee entitlements (such as wage rates, pay slips and superannuation payments) including proof of Your payment and provision for such entitlements for any date range;

16.5.6 such other information as the Master Franchisee may reasonably require

to determine Your and the Owners’ compliance with this Agreement or to assist You in the operation of the Store or to otherwise evaluate the performance of the Store.


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16.6 Right to Require Audit

The Master Franchisee reserves the right to audit or cause to be audited the sales reports, financial statements, tax returns and employee entitlement records (if required) that You are required to submit to the Master Franchisee. You will provide the Master Franchisee or its nominee with full access to your computer data, equipment and systems and ensure the availability and cooperation of You and Your staff in connection with the audit.

16.7 In the event any audit discloses:

16.7.1 An understatement of the Sales of two percent (2%) or more of the sales of

the store for any period or periods, You must:

16.7.1.1 immediately remit payment of the full deficient amount of royalties (including Royalty Fee and Marketing Contribution) to the Master Franchisee plus interest thereon at the Interest Rate from the date the unpaid royalties were due until the date of actual payment; and

16.7.1.2 reimburse the Master Franchisee for the cost of the audit, including the charges of any independent certified public accountant used and the travel expenses, room and board and compensation of the certified public accountant, its employees, and the Master Franchisee’s employees. The independent certified public accountant will be chosen by the Master Franchisee in its sole discretion.

16.7.2 Any apparent underpayment or incorrect payment of any of Your employees’

entitlements, an apparent failure to provide satisfactory pay slips or group certificates or an apparent failure to comply with Your obligations as an employer under any relevant workplace or taxation legislation, You must: 16.7.2.1 Immediately pay the correct entitlements to all Your employees

(whether still in Your employ or not), including any arrears of employee entitlements and the provision of satisfactory pay slips and group certificates to Your employees;

16.7.2.2 Keep satisfactory records of all payments made to Your employees and provide proof of payment to the Master Franchisee or its nominee upon request in writing;

16.7.2.3 If the Master Franchisee determines, in its discretion, that there is a

significant issue that has been uncovered regarding Your employees’ entitlements by the audit, You will reimburse the Master Franchisee for the cost of the audit (immediately upon receipt of a tax invoice from the Master Franchisee), including the charges of any independent certified public accountant used and the travel expenses, room and board and compensation of the certified public accountant, its employees and the Master Franchisee’s employees.

16.8 In the event You dispute the results of any audit conducted by the Master Franchisee

(or its nominee), You must notify the Master Franchisee within ten (10) days after the completion of the initial audit. The Master Franchisee will give You the right to have the results verified by an independent certified public accounting firm acceptable to the Master Franchisee in writing. The expense of this audit shall be borne by You unless this further audit discloses that no deficiency is due in which case the Master Franchisee will be obligated to pay for the audit. This audit shall be commenced within twenty (20) days after completion of the Master Franchisee’s initial audit. You agree to cooperate with all personnel conducting the audit. The results shall be binding upon the parties.

16.9 Financial Information and Record Keeping


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16.9.1 The Master Franchisee (or its Agent) may in its absolute discretion elect to assume any and/or all of your obligations to keep books of account, records, finance and accounting systems and related obligations set out in clauses 16.1, 16.2 and 16.3.

16.9.2 Without limiting clause 16.9.1, the Master Franchisee (or its Agent) may elect

to assume any and all of your obligations to keep books of account, records, finance and accounting systems and related obligations set out in clauses 16.1, 16.2 and 16.3 if:

16.9.2.1 You fail to provide to the Master Franchisee any information detailed in clause 16.1.1 (as per clause 16.2)

16.9.2.2 You fail to submit, for four (4) or more consecutive months, an unaudited balance sheet and unaudited profit and loss for the month within twenty-one (21) days of the end of each month for the Store; or

16.9.2.3 the Master Franchisee has reason to believe that You have submitted, for two (2) or more consecutive months, a balance sheet or profit and loss for the month which contains amounts which have been materially misrepresented or are intentionally incorrect; or

16.9.2.4 the Master Franchisee becomes aware that the Sub-Franchisee has failed to comply with an obligation under any Australian employment law or the terms provided under any relevant industrial instrument.

16.9.3 You agree to be responsible for all reasonable professional costs and outlays

incurred by the Master Franchisee (or its Agent) in so assuming your obligations relating to financial information and record keeping.

17 OPERATING REQUIREMENTS

17.1 Operating Procedures You agree to fully comply with all specifications, standards and operating procedures and rules from time to time prescribed for the Store by the Master Franchisee in order to maintain consistency with other Domino's Pizza Stores or applicable legislation, including, but not limited to, specifications, policies, standards and operating procedures and rules (however named) relating to:

17.1.1 the safety, maintenance, cleanliness, sanitation, function and

appearance of the Store premises and its equipment (including computer hardware, software, peripheral devices, high speed broadband connectivity, high speed broadband monitoring, and methods and means of encryption and access to our network resources), image, fixtures, furniture, decor and signs;

17.1.2 qualifications, dress, grooming, general appearance and demeanour of

You and your employees, including, but not limited to, engaging in any conduct which, in our judgement, adversely affects the reputation of the Store or the Domino’s Systems or the goodwill associated with the Marks or involves dishonesty, fraud, deceit, illegal conduct, misrepresentation or moral turpitude;

17.1.3 quality, taste, portion control and uniformity, and manner of preparation

and sale, of all pizza and beverage products sold by the Store and of all ingredients, supplies and materials used in the preparation, packaging and sale of these items;

17.1.4 methods and procedures relating to receiving, preparing and delivering

and storing customer orders, including without limitation, online ordering;


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17.1.5 distances for which delivery service in accordance with clause 14.2 shall be offered;

17.1.6 the hours during which the Store will be open for business; 17.1.7 advertising and promotion, including without limitation, advertising on the

Internet or other electronic media, including websites, home pages and the use of domain names;

17.1.8 use of standard forms; 17.1.9 use and illumination of exterior and interior signs, posters, displays,

menu boards and similar items; 17.1.10 the handling of customer complaints and feedback; 17.1.11 compliance with the Master Franchisee’s image standards, as exist from

time to time; 17.1.12 the vehicles and related equipment used for delivery;

17.1.13 e-mail capabilities of the Store and other electronic communication

methods (including high speed broadband connectivity, high speed broadband monitoring, and methods and means of encryption and access to our network resources) and devices to facilitate communication with us or our offices, including the exchange of information between the Store and us; and

17.1.14 the method and manner of payment which will be accepted from

customers.

By entering into this Agreement, You agree to abide by these specifications, standards, operating procedures and rules and to fully adopt and implement them.

17.2 Compliance With Laws and Other Business Practices

17.2.1 You agree to secure and maintain in force all required licenses, permits

and certificates and operate the Store in full compliance with all applicable laws, ordinances and regulations. You also agree to pay when due all amounts payable pursuant to any provision of this Agreement or any other agreement with the Master Franchisee or its affiliates or subsidiaries or pursuant to any agreement with any other creditor or supplier of the Store.

17.2.2 If the You or the Store receives a report, notice or correspondence from

a Local Council, or a government department, regulator, authority or agency (“Regulatory Body”) of any kind or a notice of any event, claim, investigation, legal action or threatened legal action, including but not limited to:

17.2.2.1 The Master Franchisee, You, Guarantors, Owners or the Store

or any of the activities of any directors or employees, which has the potential to adversely impact on, or bring into disrepute, the Master Franchisee or the Marks; or

17.2.2.2 against the Master Franchisee or any director of the Master Franchisee by a member of the employees or any third party,

the failure to comply with which may lead to:

17.2.2.3 a conviction of the Sub-Franchisee, Guarantors or Owners of

an offence;


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17.2.2.4 a significant fine or penalty being imposed on the Sub-Franchisee; or

17.2.2.5 damage to the reputation of the Sub-Franchised Operation,

Domino’s or the Master Franchisee,

(“Legal Notice”)

the Sub-Franchisee must provide a copy of the Legal Notice to the Master Franchisee as soon as possible and in any case not later than 24 hours from its receipt by the Sub-Franchisee.

17.2.3 You, the Guarantors and the Owners irrevocably agree as follows:

17.2.3.1 that in the event the Master Franchisee is aware of or reasonably believes the Sub-Franchisee has received a Legal Notice as contemplated by clause 17.2.2 of this Agreement, to allow and irrevocably authorise the Master Franchisee to act on the Sub-Franchisee’s behalf with respect to any Legal Notice, which may include the Master Franchisee contacting, discussing, sharing with and receiving information from the relevant Local Council, regulator, government department, authority or agency of any kind. The Sub-Franchisee must take any steps necessary to document the Master Franchisee’s authority; and

17.2.3.2 to sign the Authority & Consent Form at Schedule 21 of this Agreement; and

17.2.3.3 to co-operate with any request made by the Master

Franchisee and/or the Regulatory Body in relation to the Legal Notice (at the Sub-Franchisee’s sole expense), which may include meeting with the Master Franchisee/Regulatory Body (if required) and providing the Master Franchisee/Regulatory Body with all information requested within the timeframe specified.

17.3 Pay Accounts

17.3.1 You will provide to the Master Franchisee an executed and completed direct debit form for the payment of all monies that may be payable to the Master Franchisee (its Agent) or Marketing Fund under this Agreement.

17.3.2 You will ensure the form required in clause 17.3.1 remains current. 17.3.3 If the payment detailed in clause 17.3.1 is not honoured when it

becomes due, You will also be responsible for an administration charge of Fifty Dollars ($50.00) plus any other out of pocket expenses for each direct debit payment dishonoured.

17.3.4 In the event that You do not pay any monies upon demand, then the

Master Franchisee is at liberty to apply the Interest Rate on any monies outstanding from time to time.

17.4 Setting of Prices

17.4.1 Subject to clause 17.4.2, the Master Franchisee may from time to time

offer guidance to You, relative to prices that the Master Franchisee recommends, for the products and services of the Store that in the Master Franchisee’s judgment constitute good business practice.

17.4.2 Unless contrary to law, the Master Franchisee may from time to time

notify You by writing that the Master Franchisee requires that the prices for the products and services (including through discounts and other


37

promotions) sold by Your Store do not exceed a certain maximum amount or certain minimum amount which is to be determined by the Master Franchisee.

17.4.2.1 This notification, in addition to specifying the maximum prices

for which the products and services may be sold at, may also set out any other details related to the maximum price (including duration), such as on which days and at what times the maximum prices may be charged or whether the maximum price can be charged when the consumer is redeeming a discount using a coupon or voucher.

17.5 Operating Manual

17.5.1 The Master Franchisee will loan to You during the Term of this

Agreement one or more copies of the Operating Manual. 17.5.2 You will conduct the Sub Franchised Operation in accordance with the

Operating Manual as modified by the Master Franchisee from time to time and the mandatory specifications, standards and operating procedures and rules prescribed from time to time by the Master Franchisee in order to maintain consistency between Domino's Pizza Stores. You acknowledge that compliance with the Operating Manual, specifications, standards, operating procedures and rules is an essential and fundamental term of this Agreement.

17.5.3 The entire contents of the Operating Manual will remain a confidential

trade secret pursuant to clause 17.6 herein and the Master Franchisee’s property. You will not duplicate, photocopy or otherwise reproduce the Operating Manual, either in whole or in part, without the Master Franchisee’s written permission.

17.5.4 If the Master Franchisee requires, You agree to translate the Operating

Manual at your cost and expense, and provide the Master Franchisee with a copy of the translation for the Master Franchisee’s approval. All translated copies of the Operating Manual will be the Master Franchisee’s property. The Master Franchisee has the right to use the translation for any use the Master Franchisee requires.

17.5.5 DPIF and the Master Franchisee shall have the right at any time and

upon notice to add to and otherwise modify the Operating Manual from time to time, if deemed necessary by DPIF or the Master Franchisee, to improve the standards of service or product quality or the efficient operation of a Store, to protect or maintain the goodwill associated with the Marks or to meet competition.

17.5.6 You may propose changes in the Operating Manual to conform it to the

laws and customs of, and market characteristics in, the Territory and the Master Franchisee will determine, at their sole discretion, whether to change the Operating Manual as proposed by You. The Master Franchisee’s approval of such changes must be in writing.

17.5.7 You acknowledge the necessity and importance of all specifications and

standards for the overall performance of the obligations set forth herein. You agree to use and apply the Domino’s System as described herein and as set forth in the Operating Manual and any specifications, standards, rules and procedures.

17.5.8 In the event of any dispute as to the contents of the Operating Manual,

the provisions of the master copy of the Operating Manual (in the English language), maintained at the Master Franchisee’s home office, will be controlling.

17.6 Trade Secrets


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You or the Owners acknowledge and agree that your entire knowledge of the operation of the Domino’s System is, and will be, derived from information disclosed to You by Master Franchisee and Domino’s and that such information is and shall at all times remain confidential and a trade secret. In addition to maintaining the confidentiality of all information received by You or the Owners in conjunction with your operation of a Store as a Sub-Franchise, You hereby agree that You: 17.6.1 will maintain the absolute confidentiality of all information and methods

provided by the Master Franchisee with respect to the discharging of your responsibilities under this Agreement inclusive of, but not limited to, the Operating Manual;

17.6.2 shall disclose such confidential information to your employees only to the

extent necessary for your performance under this Agreement; and 17.6.3 shall not use any such information in any other business or in any

manner not specifically authorized or approved in writing by the Master Franchisee.

17.7 New Concepts

If You develop any new concept, process or improvement in the operation or promotion of the Store, You agree to promptly notify the Master Franchisee and provide the Master Franchisee with all necessary information with respect thereto without compensation. You acknowledge that the Master Franchisee shall have a royalty free license to use and allow other Sub-Franchises of the Domino’s System to use such concept, process or improvements, and You shall take all such steps and sign all documents necessary or desirable to ensure that a valid license is granted.

17.8 Improvements to Domino’s System

The Master Franchisee will make available to the Sub-Franchisee any improvements, updates or developments in the Domino’s System.

17.9 You Must Directly Supervise Store

The Store shall at all times be under the direct, on-premises supervision of You or your Nominee (or the Controlling Shareholder or Partner if You are a corporation or partnership and, if so, the Controlling Shareholder or partnership may substitute a designated individual with the prior written approval of the Master Franchisee). You or your Nominee (or the Controlling Shareholder or Partner if You are a corporation or partnership and, if so, the Controlling Shareholder or Partner may substitute a designated individual with the prior written approval of the Master Franchisee) must devote your full time and efforts (excluding reasonable vacation periods) as manager of the Store or to the management of other Domino’s Pizza Stores (or other related activities approved by the Master Franchisee in writing). Unless You have sought and obtained the prior consent of the Master Franchisee, You must not be physically absent from directly supervising the Store for a period of more than four (4) consecutive weeks. If You own more than one (1) Store, each Store owned must be under the direct, on-premises supervision of a Manager:

17.9.1 who has completed, to the Master Franchisee’s satisfaction, such

training as the Master Franchisee specifies; 17.9.2 whose identity has been disclosed to the Master Franchisee; and 17.9.3 who shall have executed, upon the Master Franchisee’s request, an

agreement in the form approved by the Master Franchisee agreeing not to divulge any trade secret or confidential or proprietary information, including the contents of the Operating Manual, or to engage in or have


39

any interest in any other fast food business, including without limitation, sit-down, carry-out or delivery pizza business for the period of employment and one (1) year thereafter.

17.10 Insurance

You shall at all times during the term of the Sub-Franchise, effect and maintain in force at your sole expense, cover with respect to:

17.10.1 Liability to the public in the form of a standard public liability policy in

the name of both the Master Franchisee and the Sub-Franchisee (and if required by the Master Franchisee, noting the interests of Domino's Pizza International Incorporated and Domino's Pizza Incorporated) for a cover of at least $50,000,000.00 and including extensions for liability for death, illness, bodily injury or damage to property where such liability arises as a result of the law relating to occupier's liability with respect to the Store used by the Sub-Franchisee for the Sub-Franchised Operation and to which the public has access, and to goods sold in the course of the Sub-Franchised Operation.

17.10.2 Workers' Compensation and employer's liability (including a common

law cover of at least $5,000,000.00) in respect of any liability loss claim or proceeding whatsoever whether arising by virtue of any statute relating to Worker's Compensation or employer's liability or at common law by any person employed by the Sub-Franchisee in connection with the Sub-Franchised Operation.

17.10.3 If there is plate glass at the Store, plate glass (including temporary

shuttering) and including extensions. 17.10.4 Fire and extraneous perils in respect of the Store, and Stock-in-Trade

at the Store to its full replacement value, and all fixtures, fittings and equipment (including signage belonging to the Master Franchisee) situated at the Store including extensions for explosion, earthquake, aircraft, storm and tempest, water damage, rain water, fault or misuse of any fire sprinkler system, riots, strikes, civil commotion, malicious damage and vehicle impact.

17.10.5 Liability as a tenant as may be required pursuant to any Lease for the

Store. 17.10.6 Comprehensive insurance for motor vehicles used in the Sub-

Franchised Operation. 17.10.7 Burglary and theft in respect of Stock-in-Trade situated at the Store or

in any vehicle then being used to transport the same. 17.10.8 Loss of profits in the Sub-Franchised Operation including an extension

to cover such perils as are usually covered by a fire policy. 17.10.9 Loss of cash, either at the Store or in transit. 17.10.10 Comprehensive Insurance for Delivery Drivers employed by the Sub-

Franchisee under either the Master Franchisee’s “blanket” policy for Driver’s Insurance as in force from time to time or under a blanket policy on terms and conditions no less favourable than the Master Franchisee’s blanket policy for Driver’s Insurance.

17.10.11 If there is an electric bicycle at the Store, liability to the public in the

form of a standard public liability policy in the name of both the Master Franchisee and the Sub-Franchisee (and if required by the Master Franchisee, noting the interests of Domino's Pizza International Incorporated and Domino's Pizza Incorporated) for a cover of at least $20,000,000.00 and including extensions for liability for death, illness,


40

bodily injury or damage to property where such liability arises due to the use of an electric bicycle.

17.11 A copy of the policy and evidence of currency of Insurance must be produced to the

Master Franchisee on request and any other insurance required under applicable law or which the Master Franchisee requires, under one or more policies of insurance containing coverage and limits, from time to time prescribed by the Master Franchisee. All insurance policies must be issued by an insurance carrier:

17.11.1.1 having the highest possible rating under the rating system,

if any, generally in use in the country in which the Store is located, and

17.11.1.2 if requested, approved by the Master Franchisee.

17.12 All general liability and motor vehicle liability insurance policies must name the Master

Franchisee and the subsidiaries and affiliates which each designates as additionally insured parties and provide that the Master Franchisee receives thirty (30) days prior written notice of termination, expiration, cancellation, modification or reduction in coverage or limits of any such policy and that the Master Franchisee receives prompt notice from the carrier of any claim filed under the policy.

17.13 You must submit to the Master Franchisee annually within fifteen (15) days of issuance

a copy of the certificate of or evidence of the renewal or extension of each such insurance policy or any modifications to any such insurance policies. If at any time You fail or refuse to maintain in effect any insurance coverage required by the Master Franchisee, or to furnish satisfactory evidence of such insurance, the Master Franchisee may, at its option and in addition to any other rights and remedies it may have, obtain insurance coverage on your behalf, and You agree to promptly execute any applications or other forms or instruments required to obtain any such insurance and pay to the Master Franchisee on demand any costs and premiums incurred by the Master Franchisee. Your obligation to obtain and maintain the insurance described in this Agreement shall not be limited in any way by reason of any insurance maintained by the Master Franchisee or Domino’s.

18 MARKS

18.1 Usage

18.1.1 You acknowledge that DIPH is the owner of all Marks licensed to You by this Agreement and that all usage of the Marks and any goodwill established shall inure to DIPH’s exclusive benefit.

18.1.2 You understand and acknowledge that DIPH’s right to regulate the use

of the Marks, includes, without limitation, any use of the Marks in any form of electronic media such as web sites, web pages, or as a domain name or electronic media identifier.

18.1.3 You further acknowledge that DIPH has licensed DPIF to grant licenses

for the use of the Marks outside of the United States and that DPIF has granted to the Master Franchisee the right to grant licenses for the use of the Marks in Australia and New Zealand.

18.1.4 You shall use the Marks in full compliance with rules prescribed from

time to time by DPIF and the Master Franchisee.

18.1.5 You will execute such form of Registered User Agreement of the Marks or its equivalent in Australia and New Zealand as may be required by DPIF or the Master Franchisee from time to time and reimburse DPIF or the Master Franchisee for the cost of registering such document with the Trade Mark Office.


41

18.1.6 You agree that in case You directly or indirectly contest the validity of the Master Franchisee’s rights or ownership of the Marks, the Master Franchisee may terminate this Agreement.

18.1.7 You shall not attempt to register any Mark or derivative thereof, shall not

use any Mark as part of any corporate name or with any prefix, suffix or other modifying words, terms, designs or symbols nor may You use any Mark in connection with the sale of any unauthorized product or service or in any other manner not explicitly authorized in writing by the Master Franchisee or by DPIF.

18.1.8 Upon expiration or termination of this Agreement, no monetary amount

shall be assigned or attributable to any goodwill associated with your use of the Domino’s System or the Marks.

18.2 Modification or Termination of Marks

18.2.1 You recognize that DIPH retains the right to modify or terminate the use

of the current Marks or designate new Marks. 18.2.2 DIPH is the sole and exclusive owner of any modified or newly

designated Marks. 18.2.3 Upon receiving notice of the modification or termination of any Mark, You

shall cease using the unmodified or terminated Mark within the time specified by DPIF.

18.3 Infringements

18.3.1 You agree to immediately notify the Master Franchisee of any

infringement of or challenge to your or the Master Franchisee’s use of any Mark or claim by any person of any rights in any mark or any suspected passing-off or unfair competition involving the Marks or the Domino’s System.

18.3.2 You agree that You will not communicate with any person other than the Master Franchisee, DPIF and the Master Franchisee’s counsel in connection with any such infringement, challenge or claim.

18.3.3 Unless You have an independent cause of action pursuant to applicable law, the Master Franchisee and DPIF will have sole discretion to take such action as the Master Franchisee deems appropriate and the right to exclusively control any litigation or Patent and Trademark Office proceeding (or proceedings of the equivalent office, agency or ministry in the country in which the Store is located) or other proceeding arising out of any infringement, challenge or claim or otherwise relating to any Mark.

18.3.4 You agree to execute any and all instruments and documents, render

such assistance and do such acts and things as may, in the opinion of counsel for Domino’s or the Master Franchisee, be necessary or advisable to protect and maintain Domino’s and the Master Franchisee’s interests in any such litigation, Patent and Trademark Office proceedings, or other proceeding or to otherwise protect and maintain Domino’s and DPIF’s interest in the Marks.

18.4 Indemnification

18.4.1 You will promptly notify the Master Franchisee if You become aware of

any unauthorized use of the Marks, any challenge to the validity of the Marks, or any challenge to the Master Franchisee’s ownership of, its right to use and to license others to use, or your right to use, the Marks.


42

18.4.2 You acknowledge that DPIF has the right to direct and control any administrative proceeding or litigation involving the Marks, including any settlement thereof.

18.4.3 DPII will defend You against any third-party claim, suit, or demand arising out of your use of the Marks. If DPIF, in its sole discretion, determines that You have used the Marks in accordance with this Agreement, the cost of such defence, including the cost of any judgment or settlement, will be borne by DPIF. If DPIF, in its sole discretion, determines that You have not used the Marks in accordance with this Agreement, the cost of such defence, including the cost of any judgment or settlement, will be borne by You.

18.4.4 In the event of any litigation relating to your use of the Marks, You will execute any and all documents and do such acts as may, in the Master Franchisee’s opinion, be necessary to carry out such defence or prosecution, including, but not limited to, becoming a nominal party to any legal action.

18.4.5 Except to the extent that such litigation is the result of your use of the Marks in a manner inconsistent with the terms of this Agreement, the Master Franchisee agrees to reimburse You for your out-of-pocket costs in doing such acts.

19 INSPECTIONS

19.1 The Master Franchisee will have the right:

19.1.1 at any time during Trading Hours and without prior notice; and 19.1.2 at reasonable times outside of Trading Hours with prior reasonable

notice to conduct reasonable inspections of the Store if any, operated by You.

19.2 The Master Franchisee will have the right to audit any business records and to

take a physical inventory of the assets of any such Store.

19.3 Inspections of any such Store will be made at the Master Franchisee’s expense unless the Master Franchisee is required to make any additional inspections in connection with your failure to comply with this Agreement. In such event, the Master Franchisee will have the right to charge You for the costs of making all additional inspections in connection with your failure to comply, including without limitation travel expenses, hotel accommodations, meals and compensation of the Master Franchisee’s employees.

19.4 Without limiting the Master Franchisee’s rights under this Agreement, if at any

time the Master Franchisee inspects the Store and forms the view that there is a significant issue with food safety, the Master Franchisee may direct You to close the Store until such time as the Master Franchisee is satisfied that the issue has been resolved at your sole cost. In such event, the Master Franchisee will have the right to charge You for any costs incurred in assisting You to resolve the issue, including without limitation travel expenses, hotel accommodations and meals of the Master Franchisee’s employees. You acknowledge that the Master Franchisee shall have no liability to You whatsoever for any loss of revenue or other expense incurred by You as a result of the Store being closed pursuant to this clause.

20 TERMINATION AND EXPIRATION

20.1 Termination for breach – special circumstances Subject to the Ipso Facto Amendments, to the extent that they apply to this Agreement, in addition to all other rights of the Master Franchisee to terminate


43

this Agreement, the Master Franchisee may terminate this Agreement and the Sub-Franchise effective upon delivery of a Breach Notice to You, if You:

20.1.1 No longer hold a licence that You must hold to carry on the Sub-

Franchised Operation; 20.1.2 Become bankrupt, insolvent under administration or a Chapter 5 body

corporate; 20.1.3 In the case of a Sub-Franchisee that is a company – become

deregistered by the Australian Securities and Investments Commission;

20.1.4 Voluntarily abandon the Sub-Franchised Operation or the franchise relationship;

20.1.5 Are convicted of a serious offence; 20.1.6 Operate the Sub-Franchised Operation in a way that endangers public

health or safety, or is otherwise found guilty of or is convicted at any time of an offence under any applicable food safety laws;

20.1.7 Are fraudulent in connection with the operation of the Sub-Franchised

Operation; or 20.1.8 Agree to termination of the Sub-Franchise Agreement.

20.2 Termination for failing to remedy breach

In addition to all other rights of the Master Franchisee to terminate this Agreement, the Master Franchisee can terminate this Agreement by delivering a Breach Notice to You if any of the following occur and is not remedied within a reasonable time after the Master Franchisee has given You reasonable notice of the default or in the time otherwise identified in this clause: 20.2.1 You or any of the Owners have made any material misrepresentation on

your application for the Sub-Franchise which is not cured within a reasonable period of time;

20.2.2 You do not open the Store by the Date of Commencement as defined in

Schedule 9; 20.2.3 You make an assignment for the benefit of creditors, or a petition under

any bankruptcy law. 20.2.4 You fail to continuously and actively operate the Store or directly

supervise the Store in accordance with clause 17.9; 20.2.5 the Lease for the Store is terminated or cancelled or You are unable to

renew or extend the lease or sublease or You fail to maintain possession of the Store premises unless You are permitted to relocate the Store under clause 9 of this Agreement in which case this paragraph will not apply;

20.2.6 You or any of the Owners are convicted of an indictable offence which

substantially impairs the goodwill associated with the Marks, or You or any of the Owners engage in any conduct which adversely affects the reputation of the Store or the goodwill associated with the Marks as conclusively determined by the Master Franchisee;

20.2.7 You or any of the Owners breach any of the restrictions contained in clauses 22, 23 or 24 of this Agreement;

20.2.8 You fail to comply with any material provision of this Agreement or any specification, standard or operating procedure or rule prescribed by the


44

Master Franchisee which relates to the use of any Mark or the quality of pizza or any beverage sold by You and You do not correct this failure within thirty (30) calendar days (or such longer period as nominated by the Master Franchisee in writing) after written notice is delivered to You;

20.2.9 You fail to pay when due any amount owed to the Master Franchisee, its affiliates or subsidiaries, or tax authorities, or any creditor or supplier of the Store (other than amounts being bona fide disputed through appropriate proceedings) and You do not correct such failure within seven (7) calendar days (or such longer period as nominated by the Master Franchisee in writing) after written notice is delivered to You;

20.2.10 You fail to obtain or maintain insurance required by the Master Franchisee and You do not correct this failure within forty-eight (48) hours (or such longer period as nominated by the Master Franchisee in writing) after written notice is delivered to You;

20.2.11 an audit by the Master Franchisee discloses an understatement of Sales and You fail to pay to the Master Franchisee the applicable Royalty Fee and Marketing Contribution and Interest Rate within seven (7) calendar days (or such longer period as nominated by the Master Franchisee in writing) after receipt of the final audit report;

20.2.12 the interest of a deceased or permanently disabled person is not

disposed of in accordance with the terms of this Agreement;

20.2.13 You or any of the Owners fail on three (3) or more occasions during any one (1) year period to comply with any one or more material provisions of this Agreement including, without limitation, your obligation to submit when due sales reports or financial statements, to pay when due the Royalty Fees, Marketing Contributions, Interest Rate or other payments to the Master Franchisee or its affiliates or subsidiaries or any other creditors or suppliers of the Store whether or not such failure to comply is corrected after notice is delivered to You;

20.2.14 You or any of the Owners fail to comply with any other material provisions of this Agreement, or the Operating Manual or any specification, standard or operating procedure, and You fail to correct this failure within thirty (30) calendar days (or such longer period as nominated by the Master Franchisee in writing) after written notice is delivered to You;

20.2.15 You fail to properly execute any document required by this Agreement or in connection with the operation of the Store or which is necessary to properly implement or effectuate any of the provisions of this Agreement or to record this Agreement or any document executed hereunder or in connection herewith, and You fail to correct such failure within thirty (30) calendar days (or such longer period as nominated by the Master Franchisee in writing) after written notice thereof is delivered to You;

20.2.16 You directly or indirectly contest the validity of DIPH’s ownership of the Marks or the Master Franchisee’s right to use or to license others to use the Marks;

20.2.17 You are in breach of any other agreements between You and the Master Franchisee, DPIF, or any of the Master Franchisee’s affiliates or subsidiaries and You fail to cure such breach within thirty (30) days (or such longer period as nominated by the Master Franchisee in writing) after written notice is delivered to You;

20.2.18 You or the Owners are involved in any act or conduct which impairs the Master Franchisee’s reputation and the goodwill associated with the marks and the system as conclusively determined by the Master Franchisee;


45

20.2.19 You fail to satisfy any outstanding Judgment of a court or tribunal within

thirty (30) days (or such longer period as nominated by the Master Franchisee in writing) of the date of the judgment;

20.2.20 You or the Owners have any property seized under distress or execution;

20.2.21 You are directly involved in any circumstance that may lead to the Landlord under the Lease issuing a breach notice;

20.2.22 You default in performing or observing any term, covenant or condition to be observed or performed under any mortgage or other encumbrance over the assets of the Sub-Franchise;

20.2.23 You hold the Sub-Franchise upon trust without obtaining the prior consent in writing of the Master Franchisee;

20.2.24 If a Partnership:

20.2.24.1 changes its membership without the prior written consent of the Master Franchisee;

20.2.24.2 is terminated or dissolved;

20.2.25 You or any of the Owners are in breach of any policy of the Master Franchisee concerning food safety and fail to remedy the breach within thirty (30) days (or such longer period as nominated by the Master Franchisee in writing) after receiving notice to do so by the Master Franchisee;

20.2.26 You or any of the Owners fail to comply with the Master Franchisee’s policy regarding bookkeeping services (as amended from time to time).

20.3 You may terminate this Agreement on three months’ notice in the event that the

Master Franchisee unreasonably alters the requirements of this Agreement in a manner which prevents you from conducting the Sub-Franchised Operation on an ongoing basis, you provide written notice of the same to the Master Franchisee, and the Master Franchisee fails to remedy the same within a reasonable time.

20.4 Our Breach Notice to You:

20.4.1 May require You and the Guarantors to unconditionally undertake in writing to us (the “Undertaking”) not to commit the same breach within a period specified in the Breach Notice (or if none is specified for a period of twelve (12) months from the date of the breach) (the “Undertaking Period”); and

20.4.2 May provide that to properly remedy the breach you and the Guarantors

must:

20.4.2.1 do all things required in our Breach Notice; and 20.4.2.2 unconditionally deliver and observe the Undertaking during the

Undertaking Period.

20.4.3 If our Breach Notice requires You to provide the Undertaking then: 20.4.3.1 at all times during the Undertaking Period you and the

Guarantors must observe the Undertaking in all respects;


46

20.4.3.2 until such time as the Undertaking is fulfilled (for example the period in the notice expires), you and the Guarantors will not be taken to have remedied that breach.

20.5 Failure to observe Undertaking

20.5.1 If You partially remedy the breach but you do not observe the Undertaking then You and the Guarantors will have breached the Undertaking to us and failed to have remedied the breach.

20.5.2 A failure to give or honour the Undertaking or to comply with our Breach

Notice will be considered to be a failure by you and the Guarantors to remedy that breach that gives us:

20.5.2.1 an immediate right to terminate this Agreement; or

20.5.2.2 the right to take such other action specified in the

Undertaking. 20.5.3 If the breach is remedied, we cannot terminate this Agreement because

of that breach. 20.5.4 If the breach is not remedied, we may terminate this Agreement in our

absolute discretion.

20.6 Obligations Upon Termination or Expiration Upon termination or expiration of this Agreement, all rights granted to You under this Agreement shall forthwith terminate, and:

20.6.1 You will immediately cease to operate the Store, and will not thereafter,

directly or indirectly, represent to the public or hold yourself out as a Sub-Franchisee of DPIF or the Master Franchisee;

20.6.2 You will immediately and permanently cease to use and (where

appropriate) remove, obliterate or destroy, in any manner whatsoever, any confidential methods, procedures and techniques associated with the Domino’s System; the Mark “Domino’s Pizza”; and all other Marks and distinctive forms, slogans, signs, symbols and devices associated with the Domino’s System. In particular, You will cease to use, without limitation, all signs, advertising materials, displays, stationery, forms, products and any other articles which display the Marks;

20.6.3 You will take such action as may be necessary to cancel any assumed

name registration or equivalent registration obtained by You which contains the mark “Domino’s Pizza” or any other Marks, and You will furnish the Master Franchisee with evidence of compliance with this obligation within seven (7) days after termination or expiration of this Agreement;

20.6.4 You will, in the event You continue to operate or subsequently begin to

operate any other business, not use any reproduction, counterfeit, copy or colourable imitation of the Marks, either in connection with such other business or the promotion thereof, which, in the Master Franchisee’s sole discretion, is likely to cause confusion, mistake or deception, or which, in the Master Franchisee’s sole discretion, is likely to dilute the Master Franchisee’s rights in and to the Marks. You further agree not to utilize any designation of origin or description or representation which, in the Master Franchisee’s sole discretion, falsely suggests or represents an association or connection with the Domino’s System constituting unfair competition;

20.6.5 You will promptly pay all sums owing to the Master Franchisee or its

affiliates and to DPIF and their affiliates, and the warehouses and major


47

suppliers. In the event of termination for any default by You, such sums shall include all damages, costs and expenses, including reasonable legal fees, incurred by the Master Franchisee as a result of the default, which obligation shall give rise to and remain, until paid-in-full, a lien in the Master Franchisee’s favour against any and all of the personal property, furnishing, equipment, signs, fixtures and inventory owned by You and on the Store premises at the time of default;

20.6.6 You will pay to the Master Franchisee all damages, costs and expenses,

including reasonable legal fees, incurred by the Master Franchisee subsequent to the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this clause 20;

20.6.7 You will immediately deliver to the Master Franchisee the Operating

Manual and all other records, correspondence and instructions containing confidential information relating to the operation of the Store, all of which are acknowledged to be the Master Franchisee’s property, and You will not retain any copy or record of any of the foregoing;

20.6.8 You will notify the telephone company and all listing agencies of the

termination or expiration of your right to use all telephone numbers and all classified and other directory listings relating to the Store and to authorize transfer of these to the Master Franchisee or You or designee. You acknowledge that the Master Franchisee has the sole rights to and interest in all telephone numbers and directory listings relating to any Mark, and You authorize the Master Franchisee to direct the telephone company and all listing agencies to transfer all telephone numbers and directory listings to the Master Franchisee, You or designee;

20.6.9 You agree to permit the Master Franchisee (and its Agents) reasonable

access to the Store to enable any inspection to be undertaken and You will make the Store accessible and available to the Master Franchisee to operate pursuant to clause 21.8 of this Agreement, if the Master Franchisee elects to do so;

20.6.10 You agree not to dispose or part with the possession of, or grant any

licence to use the Store without the prior written consent of the Master Franchisee. Upon request by the Master Franchisee You will promptly undertake all actions and provide all information necessary to assign the Store lease to the Master Franchisee or its nominee;

20.6.11 You, by execution of this Agreement, irrevocably appoint the Master

Franchisee as its true and lawful attorney to execute all documents and do all such things as are reasonably necessary on behalf of You to give effect to sub-clauses 20.6.1 through to 20.6.10 (inclusive).

20.6.12 All obligations of the Master Franchisee to You after the date of

termination end and You release the Master Franchisee from any such obligations and liability.

21 OPTION TO PURCHASE STORE

21.1 Option Upon the termination or expiration of this Agreement, the Master Franchisee or any party the Master Franchisee designates (its ‘Designee’) shall have the option, but not the obligation, exercisable for thirty (30) days, to purchase the Assets of the Store. For purposes of clause 21, the term “Assets” shall mean the equipment, inventory, leasehold interests and improvements and favourable rights and covenants of the Store, but exclusive of delivery vehicles except as provided below.

21.2 Formula Price


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21.2.1 The purchase price for these assets and the covenants shall be

equal to twenty-five percent (25%) of the first Three Hundred Thousand Dollars ($300,000.00) of Sales (excluding any sales tax or GST) (“Base Amount”) of the Store during the twelve (12) calendar months immediately preceding the date of termination or expiration plus thirty-five percent (35%) of the Sales (excluding any sales tax or GST) in excess of the Base Amount during this period. The purchase price shall be allocated among the Assets and covenants in the manner prescribed by the Master Franchisee, or its Designee.

21.2.2 If the Store has been in operation less than twelve (12) months, the

option price shall be the Cost of the Store plus ten percent (10%). The term “Cost” shall be defined as your documented expenditures for the equipment, inventory and leasehold improvements of the Store, but shall not include any charges for labour performed by You or your family members in connection with the development of the Store.

21.3 Delivery Vehicle

In the event the Master Franchisee, or its Designee, exercises its option to purchase the Assets of the Store, the Master Franchisee, or its Designee, may also agree to purchase one (1) properly marked and operable delivery vehicle, if any, owned by the Store. The purchase price for this vehicle will be its wholesale value. If the Master Franchisee, or its Designee, is unable to agree on the wholesale value of this vehicle, the wholesale value will, if possible, be determined in accordance with the wholesale values for automobiles contained in a nationally recognized publication for the month in which the Master Franchisee, or its Designee, exercises its option to purchase the Assets of the Store.

21.4 Deductions From Purchase Price

In the event the Master Franchisee, or its Designee, exercises its option to purchase the Assets of the Store, the purchase price may be reduced by:

21.4.1 current and long term liabilities of the Store owing by You, which

includes, but is not limited to, any unpaid employee entitlements, taxes, and any amounts owing to creditors (which for clarity may include the Master Franchisee); and

21.4.2 an amount to upgrade and renovate the Store, with such expenditure limited to a maximum of 2.5% of Sales (excluding any sales tax or GST) of the Store since opening to the date of termination or expiration; and

21.4.3 the amount necessary to repair, service or replace any plant and

equipment in the Store used by the Sub-Franchisee; and

21.4.4 a bond of $10,000 (Ten thousand dollars), or such other amount determined by the Master Franchisee and notified in writing to You, on account of any outstanding liabilities of the Sub-Franchised Operation (which for clarity includes any unpaid employee entitlements, taxes, and any amounts owing to creditors (including the Master Franchisee)) that may arise following settlement of the Store, of which will be held by the Master Franchisee for a period of ninety (90) days and the unused balance (if any) shall thereafter be refunded to the Sub-Franchisee; and

21.4.5 the Master Franchisee’s reasonable legal fees incurred in connection

with enforcing this Agreement or in securing possession of the Store.

21.5 Payment of Purchase Price


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The balance of the purchase price, after deductions described above, will be paid by the Master Franchisee, or its Designee, within sixty (60) days of the exercise of option to purchase under clause 21.1 of the Sub-Franchise Agreement. The Master Franchisee, or its Designee, shall pay You all such payments in Australian Dollars. The Master Franchisee, or its Designee, will have the right to set off from the purchase price any amounts You owe the Master Franchisee under or in connection with this Sub-Franchise Agreement or any related corporation or entities as of the date of payment.

21.6 Real Property

In the event You own the real property on which the Store is located, the Master Franchisee or its Designee will also have the option to purchase this property for a period of thirty (30) days following expiration or termination of this Agreement. The purchase price pursuant to this option will be the fair market value as determined by an independent appraiser selected by both of us. If we cannot agree on an independent appraiser, we each shall select an independent appraiser who shall select a third independent appraiser. The independent appraiser selected by our appraisers shall determine the fair market value of the real property and the third independent appraiser's determination shall be final and binding on the parties. The purchase price will be payable in full at the closing minus customary pro-rations including the pay-off of existing mortgage liens. If the Master Franchisee or its Designee do not elect to purchase the real property, the Master Franchisee or its Designee will have the option to enter into a lease approved by the Master Franchisee for the premises and You will use your best efforts to secure such a lease for the Master Franchisee.

21.7 Settlement

The closing shall occur within thirty (30) days after the Master Franchisee or its Designee exercises its option to purchase the Assets and/or real property or such later date as may be necessary to comply with applicable bulk sales or similar laws, if any. At the closing, all parties agree to execute and deliver all documents necessary to vest title in the purchased Assets and/or real property in the Master Franchisee free and clear of all liens and encumbrances, except those assumed by the Master Franchisee or its Designee, and/or to effectuate the lease of the Store premises. You also agree to provide the Master Franchisee with all information necessary to settle the transaction. The Master Franchisee or its Designee reserve the right to assign the Master Franchisee’s option to purchase the Store (and the real property to the extent applicable) or designate a substitute purchaser for the Store. The Master Franchisee or its Designee agree, however, to be responsible for and shall guarantee payment of any deferred portion of the purchase price as provided in clause 21.5 of this Agreement in the event the Master Franchisee’s Designee purchases the Assets of the Store. If You do not execute and deliver any documents required, by execution of this Agreement You irrevocably appoint the Master Franchisee as your lawful attorney or another lawful attorney with full power and authority to execute and deliver in your name all these documents. You also agree to ratify and confirm all of the Master Franchisee’s acts as your lawful attorney and to indemnify and hold the Master Franchisee harmless from all claims, liabilities, losses, or damages suffered by the Master Franchisee in so doing.

21.8 Operation During Option Period

The Master Franchisee, or its Designee, will have the right, upon written notice to You, to manage the Store during the period in which the Master Franchisee or its Designee has the option to purchase the Store upon termination or expiration of this Agreement and for the period following the exercise of the Master Franchisee’s option and prior to the settlement.

21.9 Formula Price

The parties agree that the formula price described in clause 21.2 is the agreed upon method of arriving at a price for the Assets of the Store in the event the


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Master Franchisee or its Designee exercises the option contained in this clause 21 and is not to be deemed a conclusive indication of the value of the Store under other circumstances.

22 RESTRICTIVE COVENANTS

22.1 In-Term Covenant You and the Owners agree that during the Term of this Agreement neither You nor the Owners will carry on any other business except a business involving the Domino’s System or be directly or indirectly for the benefit of You or the Owners, or through or on behalf of or in conjunction with any other person, partnership or corporation, engage in, be employed by, advise or assist, invest in, Sub-Franchise, make loans to, or have any interest in any fast food business, including but not limited to sit-down, carry-out or fast food delivery business or acquire any financial interest in the capital of such business which might provide the power to influence the economic conduct of such business (except for Domino’s Pizza Stores operated under Sub-Franchise Agreements entered into with the Master Franchisee or other Domino’s Pizza Stores in which You or the Owners have an ownership interest).

22.2 Post-Term Covenant

22.2.1 You and the Owners agree that for a period of three (3) years after

termination or expiration of this Agreement, or the date on which You cease to operate the Store, whichever is later, neither You nor the Owners will, directly or indirectly for the benefit of You or the Owners, or through or on behalf of or in conjunction with any other person, partnership or corporation, own, engage in, be employed by, advise, assist, invest in, Sub-Franchise, make loans to, or have any interest in any business selling pizza products, including but not limited to, a sit-down, take-away or delivery business which sells pizza and which is located at the premises of the Store or within the Territory (except for other Domino’s Pizza Stores operated under Sub-Franchise Agreements with the Master Franchisee or other Domino’s Pizza Stores in which You or the Owners shall have an ownership interest).

22.2.2 If at the expiration of this Agreement, You request the Master Franchisee

extend this Agreement and the Master Franchisee elects not to do so, and:

(a) You have given written notice to the Master Franchisee at least 30

days prior to the expiration of this Agreement seeking to extend the agreement on substantially the same terms as those contained in this Agreement; and

(b) You are not in breach of this Agreement or any related agreement; and

(c) You have not infringed the intellectual property of, or a

confidentiality agreement with, the Master Franchisee during the term of the Agreement; and

(d) the Master Franchisee does not pay you any goodwill in relation to

the Store,

the Master Franchisee may, at its election, pay You an amount representing goodwill in connection with the Store. This amount will be determined by the Master Franchisee in its sole discretion. Such payment will be made within 30 days of the expiration of the Agreement upon production of an appropriate tax invoice by You to the Master Franchisee.


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22.2.3 If the Master Franchisee chooses not to make a payment to you referred to in clause 22.2.2, the post-term covenant in clause 22.2.1 does not apply.

22.2.4 For the purposes of clause 22.2.2, the term “extend” means an extension of term of the Agreement other than because of an option exercisable by You during the term of the Agreement.

22.3 Ownership of Public Companies

The covenants contained in this clause 22 shall not apply to ownership by You or the Owners of less than a five percent (5%) beneficial interest in the outstanding equity securities of any corporation whose shares are publicly traded.

22.4 Solicitation of Employees

You and the Owners agree that during the term of this Agreement neither You nor the Owners will directly or indirectly solicit or employ another person who is employed by another Domino’s franchisee or the Master Franchisee, nor will You or the Owners induce or attempt to induce any of these people to leave their employment without the applicable Domino’s franchisee’s or the Master Franchisee’s prior written consent and the consent of their employers. In the event that this occurs then You and the Owners agree that You and the Owners are jointly and severally liable to reimburse the Master Franchisee or the affected Domino’s franchisee on demand for the costs of hiring and training a replacement staff member, such costs estimated to be $10,000 (exc GST).

22.5 Disclosure Documentation

22.5.1 You warrant that upon execution of this Agreement, the transfer of any interest in You, or upon DPIF’s or Master Franchisee’s written request, You shall provide documents disclosing the name of each person with an ownership interest in You and identifying the respective percentage interest of each person with an ownership interest. If You are a corporation, You shall also provide copies of incorporation documents, which demonstrate that You are duly incorporated.

22.5.2 You further warrant that unless otherwise disclosed in accordance with

clause 22.5.1 and unless clause 24 is complied with then control and ownership of You will not change.

22.6 Licence or Sub-Sub-Franchise

The Sub-Franchisee is not entitled to licence or Sub-Franchise this Sub-Franchise without the approval in writing of the Master Franchisee.

23 CONFIDENTIALITY

23.1 Use

23.1.1 You and the Guarantors agree to:

(a) use all Confidential Information solely in relation to, and for the

purposes of conducting the Store; and

(b) keep confidential all of the Confidential Information, subject to disclosure permitted under clause 23.2.

23.2 Disclosure

23.2.1 You may disclose the Confidential Information to persons who have:


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(a) a need to know (but only to the extent that they need to know) in order to carry out their duties in connection with the Store; and

(b) agreed with You in writing to keep the Confidential Information confidential.

23.3 Obligations

You must:

23.3.1 ensure, at its own expense, that all persons to whom it discloses Confidential Information in accordance with clause 23.2 keep the Confidential Information confidential; and

23.3.2 notify the Master Franchisee of, and take all steps to prevent or

stop, any suspected or actual unauthorised disclosure of Confidential Information by You or by a third party to whom You disclosed the Confidential Information.

23.4 Exclusions

If You or any person to whom You disclose Confidential Information in accordance with clause 23.2 is required by Law to disclose any Confidential Information, then before doing so that person must:

23.4.1.1 notify the Master Franchisee, and give the Master

Franchisee reasonable opportunity to take any steps that the Master Franchisee considers necessary to protect the confidentiality of that information; and

23.4.1.2 notify the third person that the information is confidential information of the Master Franchisee.

23.5 Survival All provisions of this Agreement in relation to the Confidential Information of the Master Franchisee shall continue and survive, notwithstanding expiry or termination of this Agreement.

24 ASSIGNMENT

24.1 By the Master Franchisee

The Master Franchisee shall have the right to transfer or assign this Agreement and all or any part of its rights or obligations under this Agreement to any individual or legal entity, including but not limited to DPIF, and You agree to release the Master Franchisee from all liability to You for performance under this Agreement subsequent to any such assignment.

24.2 By You

24.2.1 This Agreement and the Sub-Franchise are personal to You and neither

this Agreement, the Sub-Franchise nor any part of the direct or indirect ownership or control by You (which shall mean and include voting shares, securities convertible to voting shares, proprietorship and partnership interests in the Sub-Franchisee or Master Franchisee or the assets of the Sub-Franchisee) may without the consent of the Master Franchisee be (and the Sub-Franchisee shall ensure that they are not) voluntarily, involuntarily, directly or indirectly assigned or otherwise transferred or encumbered by You, the Sub-Franchisee or the Sub-Franchisee’s Shareholders (as the case may be) or otherwise (including without limitation by declaration of or transfer in trust or by operation of law). Any purported assignment, transfer or encumbrances without such consent shall be void and shall constitute a breach of this Agreement.


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24.2.2 This Agreement does not give You the right to grant a Sub-Franchise or similar right.

24.2.3 In the event the MFA is assigned, You with the consent of the Master Franchisee, shall be deemed to have consented to an assignment of this Agreement to the Assignee of the MFA.

24.2.4 Notwithstanding the foregoing, the Master Franchisee shall not unreasonably withhold its consent to the assignment of this Agreement. Circumstances in which it will be reasonable for the Master Franchisee to withhold consent include: 24.2.4.1 the assignee would not have been approved as a Sub-

Franchisee under the then current system, manual and procedures;

24.2.4.2 the assignee does not meet the selection criteria of the Master Franchisee;

24.2.4.3 in the reasonable opinion of the Master Franchisee, the

proposed assignee will not fully perform the functions and delegations under this Agreement;

24.2.4.4 the proposed assignee is unlikely to be able to meet the

financial obligations that the proposed assignee would have under the Sub-Franchise Agreement;

24.2.4.5 agreement to the assignment will have a significantly adverse

effect on the Sub-Franchise system; 24.2.4.6 the disclosure obligations, if any, under the Franchising Code

of Conduct have not been met; 24.2.4.7 the proposed transferee does not agree in writing to comply

with the obligations of the Sub-Franchisee under the Sub-Franchise Agreement;

24.2.4.8 the Sub-Franchisee has not paid or made reasonable provision

to pay an amount owing to the Master Franchisee;

24.2.4.9 the Sub-Franchisee has breached the Sub-Franchise Agreement and has not remedied the breach; or

24.2.4.10 the Sub-Franchisee has not received from the proposed

assignee a written statement that the assignee has received, read and had a reasonable opportunity to understand the Master Franchisee’s Disclosure Document and the Franchising Code of Conduct.

24.2.5 Any request by You under clause 24 of the Agreement must be in writing and addressed to the Master Franchisee. Such request must be accompanied by all information that the Master Franchisee would reasonably require and expect to be given to make an informed decision.

Consent taken to be given 24.2.6 If the Master Franchisee requires further information to make an

informed decision, the Master Franchisee may, in writing, request You provide specified information, data, material or documentation relevant to making the decision.

24.2.7 If the Master Franchisee does not advise You in writing that it does not

consent to the proposed assignment within 42 days of:


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(a) the date the request is made; and (b) if the Master Franchisee seeks further information – the date

the last of the information is provided to the Master Franchisee, then: (c) the Master Franchisee is taken to have given consent; and (d) that consent cannot be revoked under clause 24.2.8.

Revoking consent 24.2.8 Within 14 days of giving consent, the Master Franchisee may revoke it

by advising You, in writing, that the Master Franchisee’s consent is revoked and the reasons why consent has been revoked.

24.2.9 The Master Franchisee must not unreasonably revoke the Master Franchisee’s consent. However, the Master Franchisee may reasonably revoke consent in the circumstances set out in clause 24.2.4.

24.3 Assignment to Corporation or Partnership

24.3.1 The Master Franchisee will not withhold the Master Franchisee’s consent if You propose to assign this Agreement to a corporation or partnership for the convenience of ownership of the Store, provided:

24.3.1.1 the corporation or partnership conducts no business other than

the operation of the Store or other Domino’s Pizza Stores (or other related activities authorized under this Agreement);

24.3.1.2 the corporation or partnership is actively managed by you; 24.3.1.3 the person designated as the Director, Controlling Shareholder

or Partner retains a controlling interest in the partnership or the equity and voting power of all issued and outstanding capital stock of the corporation; and

24.3.1.4 all shareholders and investors meet the Master Franchisee’s

requirements as established from time to time and agree to guarantee the obligations of the corporation or partnership under this Agreement and to be bound by the terms of this Agreement in the manner prescribed by the Master Franchisee.

24.3.2 If You are a corporation or partnership or if this Agreement is assigned to

a corporation or partnership, You must comply with the requirements set forth in this clause 24.3 throughout the term of this Agreement.

24.3.3 Unless prohibited by local law, the articles of incorporation and by-laws of any corporation or the organization documents of any partnership owning the Sub-Franchise, including all stock certificates, shall recite that they are subject to all restrictions contained in this Agreement.

24.3.4 The Master Franchisee shall also have the right to require, as a condition of any assignment of this Agreement to a corporation or partnership or the operation of the Sub-Franchise by a corporation or partnership, that the shareholders or partners enter into a buy/sell agreement among themselves in a form and containing such terms as the Master Franchisee prescribe for transfers of ownership interests in such corporation or partnership. You shall provide the Master Franchisee with all documents to be executed in connection with any such assignment.

24.3.5 You hereby irrevocably appoint the Master Franchisee as your attorney to do all acts and things and to give instructions to third parties as the Master Franchisee may consider necessary under the terms of this agreement in order to perform the matters set out in the foregoing parts of this clause.


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24.4 Assignment or Transfer to Others The Master Franchisee will not unreasonably withhold its consent if You propose to sell, transfer or assign this Agreement or, if You are a corporation or partnership, an ownership interest in the corporation or partnership, to others, provided:

24.4.1 You and the Owners are not in default under this Agreement or any other

agreement with the Master Franchisee or its subsidiaries or affiliates or any other creditor or supplier of the Store;

24.4.2 You and the Owners comply with the conditions of assignment contained in Schedule 15 of the Agreement.

24.4.3 the proposed transferee or assignee and its Controlling Shareholder or Partner and all other owners if it is a corporation or partnership meets the Master Franchisee’s then applicable standards for Sub-Franchisees or Owners;

24.4.4 the proposed transferee or assignee and its Owners if it is a corporation or partnership is not operating any other fast-food business, including but not limited to, sit-down, take-away or pizza delivery business except other Domino’s Pizza Stores;

24.4.5 the proposed transferee or assignee and its Owners if it is a corporation or partnership signs the Master Franchisee’s then current form of store Sub-Franchise Agreement for a term equal to the remaining term of this Agreement or, at the Master Franchisee’s election, the then current term under the store Sub-Franchise Agreement, whichever is longer;

24.4.6 the proposed transferee or assignee or the person designated by the Master Franchisee must complete all required training to the extent required by the Master Franchisee.

24.4.7 You pay the Master Franchisee the Transfer Fee;

24.4.8 You pay the Store Sale Administration Fee to the Master Franchisee;

24.4.9 You pay a one-off training fee of $25,000 plus GST, representing the cost of the Master Franchisee training the proposed transferee or assignee, to the Master Franchisee upon settlement of the sale of the Store;

24.4.10 The proposed transferee or assignee satisfies the conditions set out in clause 25(3) of the Code.

The provisions of clauses 24.4.4, 24.4.5 and 24.4.6 above shall not apply to an approved sale, transfer or assignment by a shareholder or partner that does not convey a controlling interest in the corporation or partnership except that the proposed transferee or assignee must guarantee the performance by Sub-Franchisee of its obligations under this Agreement and agree to be bound by all of the provisions of this Agreement in the form prescribed by the Master Franchisee. You must provide the Master Franchisee with all documents to be executed by You and/or the Owners and the proposed purchasers in connection with any transfer or assignment at least forty-two (42) days prior to signing.

24.5 Assignment Upon Death, Mental Incapacity or Permanent Disability

24.5.1 Upon the death, mental incapacity or permanent disability of any person

with an interest in this Agreement or in the Sub-Franchise, the executor, administrator or personal representative of such person shall transfer such interest to a third party approved by the Master Franchisee within six (6) months after such death, permanent disability or mental incapacity. Such transfers, including, without limitation, transfers by


56

devise or inheritance, will be subject to the same condition as any inter vivos transfer.

24.5.2 In the case of transfer by devise or inheritance, if the heirs or

beneficiaries of any such person are unable to meet the conditions of this clause, the executor, administrator or personal representative of the descendant shall transfer the descendant’s interest to another party approved by the Master Franchisee within a reasonable time, which disposition will be subject to all the terms and conditions for transfers contained in this Agreement.

24.6 Definition of Permanent Disability

You or the Owners will be deemed to have a “Permanent Disability” if your or the Owners’ usual, active participation in the Store as contemplated by this Agreement is for any reason curtailed for a continuous period of six (6) months or more.

24.7 Continuity of Business

24.7.1 The Master Franchisee shall have the right to appoint a manager for the

Store if in the Master Franchisee’s judgment the Store is not being managed properly after your death or Permanent Disability or the death or permanent disability of an owner.

24.7.2 All funds from the operation of the Store during the management by the Master Franchisee’s appointed manager will be kept in a separate fund, and all expenses of the Store including compensation, other costs, and travel and living expenses of the Master Franchisee’s manager will be charged to this fund.

24.7.3 The Master Franchisee will charge a weekly management fee of two percent (2%) of the weekly Sales of the Store (in addition to the royalty fee and advertising contributions payable under this Agreement) during the period in which the Master Franchisee manages the Store on your behalf.

24.7.4 In managing the Store, the Master Franchisee’s obligation will be to use

its reasonable efforts and it will not be liable for any debts, losses or obligations of the Store, to any of your creditors for any products, materials, supplies or services purchased by the Store prior to or during the time of management by its manager.

24.7.5 If the fund which the Master Franchisee maintains is insufficient to pay the expenses of the Store, the Master Franchisee will notify You or your executor, administrator, conservator, guardian or other personal representative and this person must deposit in the fund within five (5) business days, any amount required by the Master Franchisee to attain a reasonable balance in the fund.

24.8 Right of First Refusal of the Master Franchisee

24.8.1 If You or the Owners propose to sell the Store (or its Assets) or, if You

are a corporation or partnership, any ownership interest in the corporation or partnership and You or the Owners obtain a bona fide, executed written offer to purchase this interest, You or the Owners are obligated to deliver a copy of the bona fide offer to the Master Franchisee along with all documents to be executed by You or the Owners and the proposed assignee or transferee and once delivered to the Master Franchisee the offer and documents may not be amended or withdrawn.

24.8.2 The Master Franchisee or its Designee will, for a period of forty-two (42) days commencing from the date of delivery of this offer to the Master


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Franchisee (or if the Master Franchisee has requested further information from the Sub-Franchisee, the date the last of the information requested is provided to the Master Franchisee), have the right, exercisable by written notice to You or the Owners, to purchase the Store (or its Assets) or such ownership interest for the price and on the terms and conditions contained in the offer. The exercise of the right by the Master Franchisee will constitute an agreement binding upon You. The Master Franchisee or its Designee may substitute equivalent cash for any form of payment proposed in such offer or designate a substitute purchaser for the Store (or the Assets) or the ownership interest being offered, provided that the Master Franchisee will assume responsibility for the performance of its Designee.

24.8.3 If the Master Franchisee or its Designee do not exercise this right of first refusal, the offer may be accepted by You or the Owners, subject to the Master Franchisee’s prior written approval as provided in this Agreement. If the offer is not accepted within sixty (60) days, the Master Franchisee or its Designee will again have the right of first refusal to purchase the Store as described above. This clause will not apply to transfers made in accordance with clause 24.3 of this Agreement.

25 CONTRACT INTERPRETATION AND ENFORCEMENT 25.1 Effect of Waivers

No waiver by the Master Franchisee of any breach or a series of breaches of this Agreement shall constitute a waiver of any subsequent breach or waiver of the performance of any of your obligations under this Agreement. The Master Franchisee’s acceptance of any payment from You or the failure, refusal or neglect by the Master Franchisee or You to exercise any right under this Agreement or to insist upon full compliance with the Master Franchisee’s or your obligations under this Agreement or with any specification, standard or operating procedure or rule will not constitute a waiver of any provision of this Agreement.

25.2 Cost of Enforcement

If the Master Franchisee institutes any legal or equitable action against You to secure or protect the Master Franchisee’s rights under or to enforce the terms of this Agreement or to secure possession of the Store, and judgment is entered in the Master Franchisee’s favour, the Master Franchisee shall be entitled to recover such reasonable attorney’s fees as it may have incurred together with court costs and expenses of litigation.

25.3 Indemnification of the Master Franchisee, DPIF and Domino’s

If the Master Franchisee, Domino’s and DPIF or any of either of the Master Franchisee’s subsidiary or affiliated companies collectively the (“Domino’s Companies”) are subjected to any claim, demand or penalty or become a party to any suit or other judicial or administrative proceeding brought by any person or persons (including your employee or prior employee) or other person or entity, by reason of any claimed act or omission by You, your employees or agents, or by reason of any act occurring on the Store premises, or in your delivery service area, or while on the way to or from the delivery service area, or by reason of an omission with respect to the business or operation of the Store including, but not limited to, acts or omissions arising out of maintenance or use of a motor vehicle or making a delivery or returning from making a delivery but excluding a grossly negligent act or omission, or wilful misconduct of the Domino’s Companies, You shall indemnify and hold the Domino’s Companies and each of them harmless against all judgments, settlements, penalties and expenses, including attorney’s fees, court costs and other expenses of litigation or administrative proceeding incurred by or imposed on any of them in connection with the investigation or defence relating to such claim or litigation or administrative proceeding.

25.4 Construction and Severability


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All references in this Agreement to the singular shall include the plural where applicable, and all references to the masculine shall include the feminine and vice-versa. The language of all provisions of this Agreement shall be construed simply according to its fair meaning and not strictly against us or You. You recognize that the portions of this Agreement relating to payment of fees and royalties (Royalty Fee and Marketing Contribution), and protection of trade secrets and Marks are critical to this Agreement and if any portions of them are declared invalid or unenforceable, for any reason, Master Franchisee shall have the right to terminate this Agreement immediately, upon written notice to You. If any other portion of this Agreement for any reason shall be declared invalid and unenforceable, such provision shall be severed (and this shall not affect the validity of the remaining provisions) or, if possible, modified to best preserve the intentions of the parties and this Agreement, so modified, shall remain in full force and effect. Moreover, any provision not provided for herein, however mandatory pursuant to applicable law, shall be deemed to be part of this Agreement and enforceable.

25.5 Integration and Modification

The covenants of shareholders/partners form a part of this Agreement. No modification, waiver, termination, rescission, discharge or cancellation of this Agreement shall affect the right of any party to enforce any claim or right under this Agreement, whether or not liquidated, which occurred prior to the date of such modification, waiver, termination, rescission, discharge or cancellation. This Agreement may not be modified, except in writing, and signed by the authorized representative of the parties. The parties hereto agree to make any amendment/modification required to bring this Agreement in compliance with applicable antitrust laws.

25.6 Entire Agreement

The recitals, Schedules and Annexures to this Agreement and any other documents expressly associated with the grant of the Sub-Franchise, such as the Disclosure Document and Prior Representations Deed, constitute the entire Agreement between the parties. If the Sub-Franchisee believes that there are or have been oral or written representations between the Master-Franchisee and the Sub-Franchisee relating to the grant of this Sub-Franchise then the Sub-Franchisee must ensure that these oral or written representations are reduced to writing and contained in the Prior Representation Deed so that they form part of this Agreement. The Master Franchisee relies upon the accuracy of the representations that are reduced to writing that are contained in this Agreement, the Employment Law Declaration or the Prior Representations Deed (and the questionnaire attached to it) before executing this Agreement.

25.7 No change to scope of Agreement

Each party to this Agreement acknowledges that any variation to the terms of the Manual, or the execution of a new franchise agreement by the Sub-Franchisee pursuant to clause 5.2.1 which is different in terms to this Agreement, or the execution of a new franchise agreement by a prospective franchisee pursuant to clause 24.4.5 which is different in terms to this Agreement; will not extend the scope of this Agreement for the purposes of the Code.

25.8 Applicable Law

This Agreement shall be interpreted and construed under the laws of the State or Territory in which the Store is situated, which laws shall prevail in the event of any conflict of law.

25.9 Dispute Resolution

25.9.1 Choice of Procedure

If a dispute arises between any of the parties to this Agreement, a party (‘the complainant”) may:


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25.9.1.1 start the dispute resolution procedures under this clause 25.9 and the parties in dispute must comply with the requirements in this clause; or

25.9.1.2 start the dispute resolution procedure under the Franchising

Code of Conduct.

25.9.2 Notice of Dispute The complainant must give the other party (the “respondent”) a written notice which sets out:

25.9.2.1 the nature of the dispute;

25.9.2.2 what outcome the complainant wants; and

25.9.2.3 what action the complainant thinks will settle the dispute.

25.9.3 Try to Resolve Dispute

Upon receipt by the respondent of the notice given under clause 25.9.2, the complainant and the respondent must endeavour to agree about how to resolve the dispute.

25.9.4 Mediator

Subject to clause 25.9.6, if the complainant and the respondent cannot agree under clause 25.9.3 about how to resolve the dispute within three weeks of receipt of the notice under clause 25.9.2 by the respondent, either the complainant or the respondent may refer the matter to a mediator.

25.9.5 Mediation Advisor

Subject to clause 25.9.6, if the complainant and the respondent cannot agree under clause 25.9.4 about who should be the mediator, either the complainant or the respondent may ask the Mediator Adviser to appoint a mediator.

25.9.6 Mediation under Code

If one or more parties choose to mediate the dispute under the Franchising Code of Conduct, and the complainant and the respondent cannot agree about who should be the mediator, either the complainant or the respondent may ask the Mediation Adviser to appoint a mediator.

25.9.7 Time and Place of Mediation

Any mediation between the parties to the Sub-Franchise Agreement must be conducted in the State or Territory in which the Store is located and the appointed mediator can decide the time and place (within the Store’s State or Territory) for mediation.

25.9.8 Attendance at Mediation

The complainant and the respondent must attend the mediation and try to resolve the dispute. A party is taken to attend mediation if the party is represented at the mediation by a person who has the authority to enter an agreement to settle the dispute on behalf of that party.

25.9.9 Appointment of Mediator

The complainant and the respondent acknowledge and agree that the Mediation Adviser must, within 14 days after referral under clause 25.9.5 or clause 25.9.6, appoint a mediator for the dispute.

25.9.10 Notification of Mediation Adviser

The complainant and the respondent acknowledge and agree that after mediation under the Franchising Code of Conduct has started, the mediator must notify the Mediation Adviser within 28 days that mediation has started.

25.9.11 Cost of Mediation


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(a) The complainant and the respondent will be equally liable for the costs of mediation under this clause 25.9, unless they agree otherwise. The complainant and the respondent must pay for their own costs of attending the mediation.

(b) In this clause, the costs of the mediation include the

following:

(i) The cost of the mediator; (ii) The cost of the room hire; (iii) The cost of any additional input (including expert reports) agreed by

both parties to be necessary to conduct the mediation.

25.9.12 Rights not Affected To the extent permitted by law, this clause 25.9 does not affect the right of any party to take legal proceedings under this Agreement, or prevent any party exercising any or all of its rights under this Agreement, including without limitation, any rights of termination under clause 20.

25.9.13 Definitions

For the purposes of this clause 25.9: 25.9.13.1 “Franchising Code of Conduct” means the franchising code of

conduct, if any, in force at that time prescribed under Part IVB of the Competition and Consumer Act 2010 (Cth);

25.9.13.2 “Mediation Adviser” means the mediation adviser, if any

appointed for the purposes of the Franchising Code of Conduct.

25.9.14 Termination of Mediation

25.9.14.1 This clause applies if:

(a) at least 30 days have elapsed after the start of mediation

of a dispute; and (b) the dispute has not been resolved.

25.9.14.2 The mediator may terminate the mediation at any time unless

satisfied that a resolution of the dispute is imminent.

25.9.14.3 If either party has asked the mediator to terminate the mediation, the mediator must do so.

25.9.14.4 If the mediator terminates the mediation of a dispute under

this clause, the mediator must issue a certificate stating:

(a) the names of the parties; and

(b) the nature of the dispute; and

(c) that the mediation has finished; and

(d) that the dispute has not been resolved.

25.9.14.5 The mediator must give a copy of the certificate to:

(a) the mediation advisor; and

(b) each of the parties to the dispute. 25.10 Notices


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25.10.1 Any notices or other communications to be given under this Agreement shall

be in writing and must be: 25.10.1.1 delivered by hand; 25.10.1.2 posted by certified or registered mail; 25.10.1.3 sent via a courier service; or 25.10.1.4 transmitted by facsimile or electronic mail,

to the address, facsimile number or electronic address specified in Schedule 17, or to an address, facsimile number or electronic address which You provide to the Master Franchisee at a later date.

25.10.2 A notice or other communication given under this Agreement is deemed to

have been given and received if: 25.10.2.1 delivered by hand, on the day of delivery if delivered

before 5:00pm, otherwise on the next business day; 25.10.2.2 posted by certified or registered mail, on the fifth

business day after the notice or other communication was accepted by the post office, or upon actual receipt, whichever is earlier;

25.10.2.3 transmitted by facsimile or electronic mail: (a) the transmission or delivery report states that

it was sent in full and without error; and (b) no objection is received from the recipient, on the day of transmission if that report states that the transmission/delivery was completed before 5:00pm on a business day, otherwise on the next business day.

25.11 Independent Contractors

The parties to this Agreement are independent contractors and no training, assistance or supervision which the Master Franchisee may give or offer to You shall be deemed to negate such independence. The Master Franchisee shall not be liable for any damages to any person or property arising directly or indirectly out of the operation of the Store, including but not limited to those damages which may occur while your employees are making or returning from making deliveries unless such damages arise as a result of a grossly negligent act or omission, or wilful misconduct, of the Master Franchisee. Nor shall the Master Franchisee have any liability for any taxes levied upon You, your business, or the Store. The parties further acknowledge and agree the relationship created by this Agreement and the relationship between the Master Franchisee and the relationship between You and your employees is not a fiduciary relationship nor one of principal and agent, partnership or joint venture, and the existence of any such relationship is expressly negatived.

25.12 Standard of Reasonableness

Unless otherwise stated in this Agreement, the Master Franchisee agrees to exercise reasonable judgment with respect to all determinations to be made by the Master Franchisee under the terms of this Agreement.

25.13 Acknowledgment

You acknowledge that You have conducted an independent investigation of the business contemplated by this Agreement and recognize that it involves business risks making the success of the venture largely dependent upon your business abilities. The Master Franchisee expressly disclaims the making of, and You acknowledge that You have not received or relied upon, any warranty, assurance or guarantee, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

25.14 Binding Effect

This Agreement is binding upon the parties and their heirs, approved assigns and successors in interest.


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25.15 Controlling Language

The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including notices, shall be drawn up in the English language only. This Agreement may be translated; in case of any difference between the two versions, the English version shall control. All costs in connection with the translation shall be borne by You.

25.16 Governmental Approvals

You shall be solely responsible for obtaining all governmental approvals and consents, if any, with respect to this Agreement, including, without limitation, approval(s) of the amount or frequency of Sub-Franchise and Marketing Fees payable hereunder, consent(s) to the payment of such fees, together with such other approvals or consents as may be necessary with respect to any other provision or provisions of this Agreement. Certified copies of all such approvals and/or consents shall be furnished by You to the Master Franchisee immediately upon their issuance. Your failure to obtain any such approval or consent and to continue any such approval or consent in full force and effect during the term of this Agreement shall constitute a material breach of this Agreement, entitling the Master Franchisee to all of the rights and remedies provided herein upon breach of this Agreement by You.

25.17 Limitation Upon Commencement of Actions

Any and all claims and actions arising out of or relating to this Agreement or the relationship of the parties to this Agreement, brought by any party against the other, will be commenced within the limitation period prescribed in the statute of limitations legislation for the State or Territory in which the Store is situated, or such claim or action shall be barred.

25.18 Limitation of Claims

Each party to this Agreement irrevocably waives to the fullest extent permitted by law any right to, or claim of, any punitive or exemplary damages against the other party, and agrees that in the event of a dispute between the parties each will be limited to the recovery of any actual damages sustained by it.

25.19 Non-exclusivity of Remedies

No right or remedy herein conferred upon or reserved to the Master Franchisee is exclusive of any other right or remedy provided or permitted by law or equity.

25.20 Survival

The termination of this document does not affect accrued rights or any provision which by its nature survives termination of this agreement.

25.21 Completion and registration of Agreement

25.21.1 The Sub-Franchisee irrevocably authorises the Master Franchisee and its

solicitors to do the following: 25.21.1.1 Date this Agreement and to fill in any blanks in any part of

this Agreement (including the Date of Commencement);

25.21.1.2 Date and fill in any blanks in any part of an ancillary document, which includes (as applicable) the IT Support Agreement, Online Ordering Agreement, Bookkeeping Services Agreement, Option Deed, Equipment Rental Agreement, Loan Agreement, Domino’s Pulse System End User License Agreement and any other document relating to the Sub-Franchisee’s operation of the Store which is


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entered into between the Sub-Franchisee and Master Franchisee at the same time as this Agreement.

25.21.1.3 Register one or more financing statements or financing change statements (electronically or otherwise) on the Personal Property Securities Register established under section 147 of the PPSA in connection with this Agreement;

25.21.1.4 Register and record this Agreement (electronically or

otherwise) in such other places as the Master Franchisee or its solicitors may at any time consider necessary or desirable to perfect this Agreement or to protect the rights of the Master Franchisee under this Agreement.

25.21.2 The Sub-Franchisee indemnifies the Master Franchisee on an ongoing basis

for any and all costs or charges incurred by the Master Franchisee in registering, searching, changing and recording this Agreement on the Personal Property Securities Register and any costs or charges incurred by the Master Franchisee in the enforcement of any rights arising out of the Security Interest.

25.22 Execution

This Agreement may be executed (including by facsimile) by one or more of the parties on any number of separate counterparts. All of such counterparts taken together shall be deemed to constitute one and the same instrument, and (if by facsimile) each such facsimile shall have the same force and effect as if an original.

25.23 Exclusion of the contra proferentem rule

In the interpretation of this Agreement or any part of it, no rule of construction shall apply to the disadvantage of any party on the basis that that party:

25.23.1 Prepared this Agreement or any part of it; or 25.23.2 Seeks to rely on this Agreement or any part of it.

26 FORCE MAJEURE 26.1 Neither party shall be in default of its delay in performance or failure to perform any of

its obligations hereunder, when and if the delay or failure arises from a cause which is beyond the control of the party failing to perform. Such force majeure (which includes, inter alia, strikes, acts of God, acts of war, laws and regulations fires and floods) would suspend the fulfilment of the obligations under this Agreement until it is over. If the force majeure lasts more than one (1) year, either party shall have the right to terminate this Agreement.

26.2 Travel to Territory by DPIF Team Members

At no time will an employee be required to travel to Australia or New Zealand during any period of time that the U.S. State Department has issued a Travel Warning that recommends avoidance of travel within Australia or New Zealand. DPIF’s decision to assert its right to delay travel of its employees to Australia or New Zealand under this clause shall not constitute a waiver of any rights to which DPIF is entitled under this contract, whether express or implied. Similarly, any performance required of DPIF during the term of this contract, whether express or implied, that must be delayed under this clause, shall not render DPIF in default of any of its obligations hereunder.

27 MASTER FRANCHISEE’S OBLIGATIONS 27.1 The Master Franchisee's Warranty

The Master Franchisee hereby warrants that it will not act in any way that is not reasonably necessary for the protection of its legitimate business interests and that of the Domino’s System.


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27.2 Rebate and Incentives

You and the Director/Controlling Shareholder/Partner acknowledge and agree that the Master Franchisee (or its Agent) is entitled to make a profit, receive rebates or incentives in relation to the distribution and sale of Nominated Products or the use of Suppliers used in the Sub-Franchised Operation.

27.3 Disclosure Documents

27.3.1 The Master Franchisee will make available to You a Disclosure Document in accordance with Part 2 of the Code.

27.3.2 The Master Franchisee further agrees to provide disclosure of materially

relevant facts as required under clause 17 of the Code.

27.3.3 If You are a Sub-Franchisee new to the Domino’s System, the Master Franchisee will provide You with an Information Statement in accordance with Schedule 1, Part 2, Division 3 of the Code.

27.4 Promote Good Relations

The Master Franchisee agrees to promote good relations between You and other Sub-Franchisees.

27.5 Stationery

The Master Franchisee agrees to make available to You, artwork for stationery to be used by You in the Sub-Franchise.

27.6 Marketing

The Master Franchisee agrees:

27.6.1 to comply with the Code in discharging its obligations as to the Marketing

Fund;

27.6.2 to supply to You (upon request) statements under item 15(d) of the Code. 27.7 Computer Services

The Master Franchisee agrees to provide assistance to You either itself or through it's agents as to the computer software required for the Sub-Franchised Operation. This includes linking your compatible equipment (installed at the Store) with a central computer maintained by the Master Franchisee. All such costs are to be Your responsibility.

28 SPECIAL CONDITIONS

The Parties agree that any Special Conditions outlined in Schedule 16 “Special Conditions” form part of this Agreement, take precedence over any other term or condition of this Agreement and are binding on each of the parties as applicable.

29 POWER OF ATTORNEY 29.1 The parties agree that from the Date of Commencement:

29.1.1 the Sub-Franchisee irrevocably appoints the Master Franchisee and its

directors to be attorney of the Sub-Franchisee for the Term of this Agreement, any Further Term and for a period of one (1) year after this Sub-Franchise Agreement expires or terminates.

29.1.2 the powers of each attorney may be exercised only after a default by the

Sub-Franchisee which remains unremedied (upon receipt of a notice to


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remedy breach) for a period of 30 days after the Sub-Franchisee received a notice to remedy breach, or the expiry or termination of this Agreement.

29.1.3 the appointment of each attorney is joint and several.

29.1.4 in the exercise of its powers, the attorney must act honestly and with

reasonable diligence.

29.1.5 the attorney may exercise its powers in the name of the attorney or the name of the person who appointed the attorney.

29.1.6 the attorney may do everything the Sub-Franchisee has to do or may do

under the Sub-Franchise Agreement or Lease or any other document related to the Sub-Franchised Operation or occupation of the Store including:

29.1.6.1 signing any document relating to the Sub-Franchise Agreement

or Lease or any other document related to the Sub-Franchised Operation, sale of the Sub-Franchised Operation or occupation of the Store,

29.1.6.2 remedying any defect in the signing of the Sub-Franchise Agreement or Lease or any other document related to the Sub-Franchised Operation, sale of the Sub-Franchised Operation or occupation of the Store,

29.1.6.3 entering into, transferring, assigning, surrendering or terminating the Sub-Franchise Agreement or Lease or any other document related to the Sub-Franchised Operation, sale of the Sub-Franchised Operation or occupation of the Store,

29.1.6.4 stamping and registering this power of attorney with any register or person in Australia, and

29.1.6.5 appointing or removing a substitute attorney or sub-attorney and resign as attorney.

29.1.7 during and after this Sub-Franchise Agreement, the Master Franchisee must

confirm everything the attorney may do as attorney.

29.1.8 the Sub-Franchisee must pay to the attorney within 14 days of a demand by the attorney all liabilities plus GST incurred by the attorney in connection with the exercise of their powers.

30 PARTIAL INVALIDITY

In the event of the invalidity of any part of this Agreement then such part will be severed from the valid parts and such invalidity will not affect the enforceability of this Agreement.

31 COMPETITION AND CONSUMER ACT AND CODE

The parties to this Agreement will comply with the Competition and Consumer Act 2010 (Cth) and the Code.

32 CONTRACTING OUT OF THE PPSA

32.1 In respect of the PPSA, if Chapter 4 (Enforcement of Security Interests) of the PPSA applies:

32.1.1 The Master Franchisee need not comply with any provisions of the PPSA

that the parties may contract out of in relation to the ‘collateral’ (as that term is defined in the PPSA) the subject of this Agreement;

32.1.2 The Sub-Franchisee may not exercise rights under section 142

(Redemption of Collateral) or 143 (Reinstatement of Security Agreement) of the PPSA to the extent the law permits those rights to be excluded.


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32.2 The Master Franchisee need not give the Sub-Franchisee any other notice required under the PPSA (including a notice of verification statement) unless the notice cannot be excluded.

33 OBLIGATION TO ACT IN GOOD FAITH

33.1 Each party to this Sub-Franchise Agreement must act towards each other party with

good faith, within the meaning of the unwritten law from time to time, in respect of any matter arising under or in relation to: 33.1.1 this Agreement, and 33.1.2 the Code,

this being the obligation to act in good faith.

33.2 The obligation to act in good faith does not prevent a party to this Agreement, or a person who proposes to become such a party, from acting in his, her or its legitimate commercial interests.

33.3 If this Agreement does not:

33.3.1 give the Sub-Franchisee an option to renew the Agreement; or 33.3.2 allow the Sub-Franchisee to extend the Agreement; this does not mean that the Master Franchisee has not acted in good faith in negotiating or giving effect to the Agreement.

34 YOUR ACKNOWLEDGMENT

34.1 You, the Owners and Guarantors each acknowledge, agree and represent to the Master Franchisee that: 34.1.1 You received the Disclosure Document in the form set out in Annexure 1 of,

and otherwise prescribed by, the Code; 34.1.2 You received the Disclosure Document and a copy of the Code at least 14

days prior to executing this Agreement; 34.1.3 Before entering into this Agreement You read and had reasonable opportunity

to understand the contents of the Disclosure Document and the Code; 34.1.4 You have carefully read and understand the provisions of this Agreement; 34.1.5 Before entering into this Agreement you were told by the Master Franchisee

that You should seek legal, business and accounting advice from advisers who are independent of the Master Franchisee. If you are a new external sub-franchisee, you acknowledge it is a mandatory requirement of the Master Franchisee that you do obtain independent legal, business and accounting advice before entering the Agreement.

34.1.6 If you are not a new external sub-franchisee, that You have either:

(a) obtained independent legal advice, business advice and accounting

advice; or (b) have elected not to obtain one or more of these types of advice;

34.1.7 You have entered into this Agreement after making independent investigation

as to revenue which You may be expected to realise and acknowledges that the success of the Store is speculative and depends to a large extent upon the ability of You as an independent businessperson, as well as other factors;


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34.1.8 You have not relied upon any statement, representation or warranty made by the Master Franchisee or its Agents other than disclosed in this Agreement and the Disclosure Document; and

34.1.9 You have carefully considered the contents of and have truthfully completed

the Prior Representations Deed including the schedule and the questionnaire marked Annexure A.

35 PRIVACY

35.1 Compliance

You must comply with:

35.1.1 the Privacy Legislation, including the Australian Privacy Principles irrespective

of whether You would otherwise be bound by the Privacy Act or the Australian Privacy Principles;

35.1.2 All policies, procedures and other reasonable directions of the Master Franchisee that are, in the opinion of the Master Franchisee, necessary to assist the Master Franchisee meet its obligations under the Privacy Legislation.

35.2 Collection of personal information

When collecting Personal Information about actual or potential customers You must notify those persons at the time of collecting their Personal Information (in the form provided by the Master Franchisee):

35.2.1 that You may disclose that Personal Information to the Master Franchisee;

35.2.2 of the Master Franchisee’s identity and contact details, including the Master

Franchisee’s full name and ACN, address, telephone number and email address of the Master Franchisee’s privacy officers as notified to You from time to time;

35.2.3 that the Master Franchisee may disclose that Personal Information to Domino’s for the purposes set out in 35.2.4 below;

35.2.4 that the Personal Information will be collected, stored, used and disclosed in the case of a customer, to contact the person in connection with any product offered by the Master Franchisee, to discuss their satisfaction with any product they purchased or received from You, or to provide the person with direct marketing for any other product, service, promotion or offer to the Master Franchisee or its related entities may decide;

35.2.5 that the Master Franchisee’s privacy policy is located at https://www.dominos.com.au/inside-dominos/contact-us/privacy-policy and contains information about how the person may access Personal Information that the Master Franchisee holds about them and see correction of such information;

35.2.6 that the Master Franchisee’s privacy policy contains information about how the person may complain about a breach of the Australian Privacy Principles, and how the Master Franchisee will deal with such a complaint;

35.2.7 that the Master Franchisee is not likely to disclose their Personal Information to overseas recipients unless in accordance with the Master Franchisee’s Privacy Policy; and

35.2.8 any other information requested by the Master Franchisee from time to time.

35.3 Customer Personal Information

https://www.dominos.com.au/inside-dominos/contact-us/privacy-policy


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35.3.1 You must at all times maintain the absolute secrecy and confidentiality of the Personal Information of all actual or potential customers (including customer lists and all historical data relating to the sale of all food and beverage products to customers at the Store).

35.4 Non-compliance complaints

35.4.1 You must immediately notify the Master Franchisee of any privacy-related

complaint that it receives, or any breach or alleged breach of the Privacy Legislation of which it becomes aware, in connection with the Store.

35.4.2 You will provide all assistance reasonably requested by the Master Franchisee to investigate and resolve any privacy related query or complaint.

35.5 Collection of Personal Information by Master Franchisee

You acknowledge that the Master Franchisee may collect contact details for the Sub-Franchisee and Owner(s)/Guarantor(s) and: 35.5.1 use this information for purposes connected with the Sub-Franchisee’s

operation of the Store; or 35.5.2 disclose this information to prospective sub-franchisees in accordance with

the Master Franchise’s legal requirements; or 35.5.3 use or disclose this information in accordance with any law, or as required by

any court, tribunal, authority or regulatory body (including a law enforcement or other government agency).

36 ADDITIONAL WARRANTIES

36.1 Corporate Authority

If You are a body corporate:

36.1.1 You warrant to each of the other parties that:

36.1.1.1 it is a body corporate duly incorporated under the law of the place of

its incorporation; 36.1.1.2 it has the power and authority to execute this Agreement and to

perform all of its terms; 36.1.1.3 all necessary meetings have been held and all necessary

resolutions have been passed to authorise it to enter into this Agreement and to perform its terms;

36.1.1.4 the execution of this Agreement, and the performance of its terms

will not violate;

a. its constitution; or

b. any other agreement or document which is binding on it or its assets; and

36.1.1.5 the rights attaching to the shares in You are those specified in the

constitution. You must:

36.1.2 not during the Term amend Your constitution without the prior written consent

of the Master Franchisee (except for an amendment solely to increase the authorised capital or to effect a change of name);

36.1.3 not during the Term:


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36.1.3.1 issue any further shares; or

36.1.3.2 transfer the ownership of any shares, in You to any other person without the prior written consent of the Master Franchisee;

36.1.4 notify the Master Franchisee, in writing, within 21 days of the following events:

36.1.4.1 any person (other than the shareholders of You at the time of entering into this Agreement) becomes directly or indirectly entitled to any share or other interest in You, irrespective of whether the Master Franchisee had provided prior consent for such a change;

36.1.4.2 the rights attaching to the shares in You are varied; or

36.1.4.3 any change in the Directors of You; and

36.1.5 provide the Master Franchisee with a copy of each annual company

statement received during the Term and any related correspondence or documents which You receive from ASIC relating to those annual company statements, within 21 days of You receiving the statement and those documents from ASIC.

36.2 Trust Authority You:

36.2.1 acknowledge that You contract both in Your own right and as trustee of the

Trust; and

36.2.2 represent to the other parties to this Agreement that each of the following statements is true and accurate:

36.2.2.1 the Trust is duly constituted and has not terminated, nor has the date or any event occurred for the vesting of the trust fund of the Trust;

36.2.2.2 You are the sole trustee of the Trust, You have not given any

notice of resignation and no action has been taken to remove You or to appoint an additional trustee of the Trust;

36.2.2.3 You have full legal capacity and power under the trust deed for

the Trust to:

a. own the trust fund of the Trust and carry on the business of the Trust as it is now being conducted; and

b. enter into this Agreement, and to carry out the transactions

that this Agreement contemplates, as trustee of the Trust;

36.2.2.4 all action that is necessary or desirable under the trust deed for the Trust or at law to:

a. authorise entry into this agreement and the carrying of by

that party of the Store;

b. ensure that this Agreement is legal, valid and binding on that party as trustee of the Trust and admissible in evidence against it in that capacity; and

c. enable that trustee to properly carry on the business of the

Trust;


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has been taken;

36.2.2.5 You:

a. are entering into this Agreement as part of the proper administration of the Trust; for the commercial benefit of the Trust and for the benefit of the beneficiaries of the Trust;

b. have the right to be fully indemnified out of the trust fund of the Trust in relation to this Agreement, that right has not been modified, released or diminished in any way;

c. have not delegated any powers conferred on it as trustee of the Trust;

d. have not released or disposed of its equitable lien over the trust fund of the Trust;

36.2.2.6 are not in material breach of any of Your obligations as trustee

for the Trust, whether under the trust deed of the Trust or otherwise;

36.2.2.7 there are no actual claims (whether legal or equitable) or

potential claims that the trustee is aware of against the assets of the Trust;

36.2.2.8 the date for the vesting of the Trust has not occurred and the

whole of the funds constituting the trust fund of the Trust has not been vested in a manner that puts them beyond the recourse of that party under its right of indemnity;

36.2.2.9 the deed establishing the Trust has been provided to the

Master Franchisee in its current form and has not been subsequently amended.

36.2.2.10 no steps have been taken or threatened by any person to have

any receiver or administrator of the Trust assets appointed or have the Trust wound up; and

36.2.2.11 no steps have been taken or threatened by any person to

charge the trustee or anyone acting on its behalf with breach of trust or misappropriation of trust assets in connection with the Trust.

36.2.3 acknowledges and agrees that each of the above representations and

warranties in paragraph (b) must and will remain true as long as this Agreement remains in force.


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Execution and date

Executed as an Agreement on ________________________

Signed by DOMINO'S PIZZA ENTERPRISES

LTD ACN 010 489 326 by its duly appointed

attorney, who certifies that no notice of

revocation of the power of attorney has been

received, in the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of witness

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Signature of Attorney

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Name of witness (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name of Attorney

Executed by «FRANCHISEE_NAME» ACN

«ACN_» ATF «TRUST_NAME» by its duly

authorised officer(s) in accordance with

s127(1) of the Corporations Act 2001 (Cth),

as Sub-Franchisee.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of director

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of director/secretary

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name of director (print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Name of director/secretary (print)

Signed, sealed and delivered by

«GUARANTOR_1_FIRST_NAME»

«GUARANTOR_1_MIDDLE_NAME»

«GUARANTOR_1_SURNAME» as Owner in

the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


* A Justice of the Peace / Solicitor

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of



«GUARANTOR_1_SURNAME»

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .




72





the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




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the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .







the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




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73

Executed by

«COMPANY_AS_OWNER_NAME» ACN

«COMPANY_AS_OWNER_ACN_» by its

duly authorised officer(s) or, if the seal is

affixed, witnessed by the following person, as

Owner.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .





«GUARANTOR_1_SURNAME», as Director,

Controlling Shareholder or Partner in the

presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .




74

SCHEDULE 1 “MASTER FRANCHISEE”

Name: DOMINO’S PIZZA ENTERPRISES LIMITED ACN 010 489 326 Address: Level 1, ‘KSD1’, 485 Kingsford Smith Drive, Hamilton QLD 4007 Australia

SCHEDULE 2

“YOU” Name: «FRANCHISEE_NAME» ACN «ACN_» ATF «TRUST_NAME» Address: «Franchisee_Address»

SCHEDULE 3

“GUARANTORS” Name: «GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME» «GUARANTOR_1_SURNAME» Address: «Guarantor_1_Address» Name: «GUARANTOR_2_FIRST_NAME» «GUARANTOR_2_MIDDLE_NAME» «GUARANTOR_2_SURNAME» Address: «Guarantor_2_Address» Name: «GUARANTOR_3_FIRST_NAME» «GUARANTOR_3_MIDDLE_NAME» «GUARANTOR_3_SURNAME» Address: «Guarantor_3_Address» Name: «GUARANTOR_4_FIRST_NAME» «GUARANTOR_4_MIDDLE_NAME» «GUARANTOR_4_SURNAME» Address: «Guarantor_4_Address» Name: «COMPANY_GUARANTOR_NAME» ACN «COMPANY_GUARANTOR_ACN_» Address: «Company_Guarantor_Address»

SCHEDULE 4 “OWNERS”

Name: «GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME» «GUARANTOR_1_SURNAME» Address: «Guarantor_1_Address» Name: «GUARANTOR_2_FIRST_NAME» «GUARANTOR_2_MIDDLE_NAME» «GUARANTOR_2_SURNAME» Address: «Guarantor_2_Address» Name: «GUARANTOR_3_FIRST_NAME» «GUARANTOR_3_MIDDLE_NAME» «GUARANTOR_3_SURNAME» Address: «Guarantor_3_Address» Name: «GUARANTOR_4_FIRST_NAME» «GUARANTOR_4_MIDDLE_NAME» «GUARANTOR_4_SURNAME» Address: «Guarantor_4_Address» Name: «COMPANY_AS_OWNER_NAME» ACN «COMPANY_AS_OWNER_ACN_» Address: «Company_as_Owner_Address»


75

SCHEDULE 5 “DIRECTOR, CONTROLLING SHAREHOLDER OR PARTNER”

Name: «GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME» «GUARANTOR_1_SURNAME» Address: «Guarantor_1_Address»

SCHEDULE 6 “STORE”

Store Name: Domino’s – «Store_Name» Address: «Store_Street», «Store_Suburb», «Store_State» «Store_Post_Code»

or such other premises agreed to in writing by the Master Franchisee.

SCHEDULE 7 “TERRITORY”

means the area more particularly identified in the map and legend marked Annexure “A”.

SCHEDULE 8 “TERM”

If Corporate to F’ee - Five years from the Date of Commencement

If F’ee to F’ee – The remainder of the INSERT term which commenced on [xxx] and expires

on [xxx].

SCHEDULE 9 “DATE OF COMMENCEMENT”

SCHEDULE 10 “FURTHER TERM”

If Corporate to F’ee - Five Years from the expiry of the Term

SCHEDULE 11 “SUB-FRANCHISE FEE”

$«Franchise_Fee» plus GST

SCHEDULE 11A “FURTHER TERM SUB-FRANCHISE FEE”

If Corporate to F’ee - $10,000.00 plus GST

SCHEDULE 12 “ROYALTY FEE”

An amount equal to seven per centum (7%) of Sales

SCHEDULE 13


76

“MARKETING CONTRIBUTION”

An amount equal to a maximum of six per centum (6%) of Sales.

SCHEDULE 14 “TRANSFER FEE”

An amount payable by You equal to 2% of the consideration for the transfer or assignment.

SCHEDULE 14A “STORE SALE ADMINISTRATION FEE”

$5,000.00 plus GST

SCHEDULE 14B “INITIAL TRAINING FEE”

In accordance with clause 12.1.3, the Initial Training Fee is $[INSERT] plus GST

SCHEDULE 15 "CONDITIONS OF ASSIGNMENT"

You will provide: a) a bond of $10,000.00 (Ten thousand dollars), or such other

amount determined by the Master Franchisee and notified in writing to You, on account of any outstanding liabilities of the Sub-Franchised Operation (which for clarity includes any unpaid employee entitlements, taxes, and any amounts owing to creditors (including the Master Franchisee), such bond to be held by the Master Franchisee for a period of ninety (90) days and the unused balance (if any) shall thereafter be refunded to the Sub-Franchisee;

b) any other reasonable requirements of the Master Franchisee.

SCHEDULE 16 “SPECIAL CONDITIONS”

Not Applicable.

OR

INSERT AS APPLICABLE *Additional Freight Costs

SCHEDULE 17

“ADDRESS FOR SERVICE OF NOTICES” To the Master Franchisee: Domino’s Pizza Enterprises Limited Level 1, ‘KSD1’, 485 Kingsford Smith Drive HAMILTON QLD 4007

Attn.: General Counsel

Facsimile: 07 3326 5499

To Sub-Franchisee: «Franchisee_Name» ACN «ACN_» «Trust_Name» Attn.:«Guarantor_1_First_Name» «Guarantor_1_Middle_Name» «Guarantor_1_Surname»


77

Address: «Franchisee_Address» E-mail Address: «Guarantor_1_Email»

Store Address: «Store_Street», «Store_Suburb» «Store_State» «Store_Post_Code»

Store E-mail Address: «Store_Email»


78

SCHEDULE 18 “GUARANTEE AND INDEMNITY”

To: DOMINO’S PIZZA ENTERPRISES LIMITED ACN 010 489 326 of Level 1, ‘KSD1’, 485

Kingsford Smith Drive, Hamilton QLD 4007 (the “Master Franchisee")

IN CONSIDERATION of the Master Franchisee having agreed to enter into the Sub-Franchise Agreement at our request (the ‘Consideration’) we, «GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME» «GUARANTOR_1_SURNAME» AND «GUARANTOR_2_FIRST_NAME» «GUARANTOR_2_MIDDLE_NAME» «GUARANTOR_2_SURNAME» AND «GUARANTOR_3_FIRST_NAME» «GUARANTOR_3_MIDDLE_NAME» «GUARANTOR_3_SURNAME» AND «GUARANTOR_4_FIRST_NAME» «GUARANTOR_4_MIDDLE_NAME» «GUARANTOR_4_SURNAME» AND «COMPANY_GUARANTOR_NAME» ACN «COMPANY_GUARANTOR_ACN_» (‘together, the ‘Guarantor’):

1. HEREBY GUARANTEE the payment by the Sub-Franchisee to the Master Franchisee of all moneys to be paid by the Sub-Franchisee pursuant to the Sub-Franchise Agreement at the times and in the manner therein provided and the observance and performance by the Sub-Franchisee of the terms and conditions therein contained or implied and on the part of the Sub-Franchisee to be observed and performed; and

2. AS separate and severable covenants:

(a) agree to indemnify the Master Franchisee and keep it indemnified from and against all losses costs charges and expenses whatsoever that the Master Franchisee may suffer or incur by reason of the failure or default of the said Sub-Franchisee to pay all moneys to be paid by it pursuant to the Sub-Franchise Agreement at the times and in the manner therein provided or to observe and perform the terms, conditions and covenants therein contained or implied and on the part of the Sub-Franchisee to be observed and performed;

(b) agree that if any provisions of the Sub-Franchise Agreement are not enforceable by the Master Franchisee against the Sub-Franchisee for any reason (including, but not limited to any lack of capacity of the Sub-Franchisee, illegality, improper execution or authorisation of the Sub-Franchise Agreement, disclaimer of the Sub-Franchise Agreement by a liquidator of the Sub-Franchisee), for the Consideration, the Guarantor shall keep the Master Franchisee indemnified against any loss suffered by the Master Franchisee throughout the Term and any Further Term which (without limitation) will include all moneys that would have been payable by the Sub-Franchisee had the Sub-Franchise Agreement been fully enforceable against the Sub-Franchisee;

(c) covenant that in the event of the bankruptcy, assignment for the benefit of creditors, arrangement with creditors, winding-up, receivership or other demise of the Sub-Franchisee resulting in claims by creditors, the Guarantor:

(i) will not prove or claim in competition with the Master Franchisee so as to diminish any distribution, dividend or payment which, but for that proof or claim, the Master Franchisee would be entitled to receive arising out of that assignment for the benefit of creditors, arrangement with creditors, winding-up, receivership or other demise; or

(ii) will, if expressly required by the Master Franchisee, prove or claim in that assignment, arrangement, winding-up, receivership or other demise of the Sub-Franchisee,

and any amount received by the Guarantor from any distribution, dividend or payment shall be received and held by the Guarantor in trust for the Master Franchisee and paid on demand to the Master Franchisee in reduction of the amount owing by the Guarantor to the Master Franchisee;

(d) agree that if:


79

(i) a claim is made that any payment or transaction affecting the moneys guaranteed and indemnified under this Schedule 18, is void or voidable under any law relating to insolvency or the protection of debtors; and

(ii) that claim is upheld, conceded or compromised,

the Master Franchisee will immediately become entitled against the Guarantor to all rights in respect of such moneys as it would have had if the payment or transaction had not taken place.

AND WE DECLARE:

(a) That the guarantee and the indemnity hereby given shall be a continuing guarantee and a continuing indemnity and that our liability under them shall not be affected or discharged by any indulgence or extension of time granted by the Master Franchisee to the said Sub-Franchisee or of any variation of the terms and conditions of the annexed Agreement;

(b) That the guarantee and the indemnity hereby given shall be joint and several.

DATED this day of




«GUARANTOR_1_SURNAME» as

Guarantor in the presence of:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .




80






. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




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Signature of




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81

Executed by

«COMPANY_GUARANTOR_NAME» ACN

«COMPANY_GUARANTOR_ACN_» by its



Guarantor.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



82

SCHEDULE 19 "LEASE LIABILITY FEE"

An amount equal to seven per centum (7%) of weekly rental and outgoings.


83

SCHEDULE 20

“PRIOR REPRESENTATIONS DEED”


84

SCHEDULE 21

“AUTHORITY & CONSENT”

To: The party contemplated by clause 17.2.2 of the Sub-Franchise Agreement for the

Domino’s store at «Store_Name» (the “Domino’s Store”)

IN CONSIDERATION of the Master Franchisee having agreed to enter into the Sub-Franchise Agreement at our request we, «FRANCHISEE_NAME» ACN «ACN_» ATF «TRUST_NAME», «GUARANTOR_1_FIRST_NAME» «GUARANTOR_1_MIDDLE_NAME» «GUARANTOR_1_SURNAME» AND «GUARANTOR_2_FIRST_NAME» «GUARANTOR_2_MIDDLE_NAME» «GUARANTOR_2_SURNAME» AND «GUARANTOR_3_FIRST_NAME» «GUARANTOR_3_MIDDLE_NAME» «GUARANTOR_3_SURNAME» AND «GUARANTOR_4_FIRST_NAME» «GUARANTOR_4_MIDDLE_NAME» «GUARANTOR_4_SURNAME» AND «COMPANY_GUARANTOR_NAME» ACN «COMPANY_GUARANTOR_ACN_»:

1. HEREBY authorise Domino’s Pizza Enterprises Limited (ACN 010 489 326) to communicate with, obtain any information from, disclose to, exchange any information, data and material (in whatever form) with the relevant Local Council, Fair Work Ombudsman (or any entity that may replace or succeed it), government, regulator, authority or agency (“Body”), concerning the Sub-Franchisee or the Domino’s Store (and its operations) whatsoever as and when required by the Master Franchisee or the Body; and

2. CONSENT to the Master Franchisee disclosing or communicating to the Fair Work Ombudsman (or any entity that may replace or succeed it) any information, data and material (in whatever form) held by the Master Franchisee (or its third party auditor) with respect to any audit conducted of the Sub-Franchisee’s Store operations.

3. CONSENT to the disclosure or communication of any information, data and material (in whatever form) contemplated by item 1 and 2 above between your office and the Sub-Franchisee and its Owners to the Master Franchisee; and

4. CONFIRM that each person signing this form as an authorised officer of the Sub-Franchisee has full authority to sign this form in that capacity;

5. HEREBY RELEASE the Master Franchisee, its directors, officers, employees and agents from any liability in connection with the provision or exchange of any information contemplated by items 1 and 2 of this Schedule 21.

6. CONFIRM that the Sub-Franchisee and Owners have obtained independent legal advice with respect to the Master Franchisee’s release, exchange or receipt of any information contemplated in item 1 and 2 above, and acknowledge that the Master Franchisee will have no control over the Body’s use of the information including in prosecution.

7. AGREE this is an irrevocable authority and consent in place for the Term of the Sub-Franchise Agreement and survives the expiry or termination of the Sub-Franchise Agreement.

DATED this day of


85

Executed by «FRANCHISEE_NAME» ACN

«ACN_» ATF «TRUST_NAME» by its duly

authorised officer(s) in accordance with

s127(1) of the Corporations Act 2001 (Cth),

as Sub-Franchisee.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


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Signature of




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Signature of




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86






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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of




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Signature of




. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



Executed by

«COMPANY_GUARANTOR_NAME» ACN

«COMPANY_GUARANTOR_ACN_» by its



Guarantor.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


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Sub-Franchise Agreement – Version 201100029 STORE # «Store_Number» 87

SCHEDULE 22

“EMPLOYMENT LAW DECLARATION”

Sub-Franchise Agreement – Version 201100029 STORE # «Store_Number» 88

ANNEXURE A

“TERRITORY MAP”