GUAC N GRILL FRANCHISE AGREEMENT This Franchise Agreement (“Agreement”) is entered into as of [Date] , by and between: GUAC & GRILL MANAGEMENT LLC , a New York limited liability company, with principal place of business at [Franchisor Address] (“Franchisor”) AND [Franchisee Legal Name] , with address at [Franchisee Address] (“Franchisee”). 1. GRANT OF FRANCHISE Franchisor grants Franchisee a limited, non-transferable right to own and operate a GUAC & GRILL restaurant utilizing Franchisor’s trademarks, trade dress, recipes, systems, branding, and operating methods, subject to the terms of this Agreement. 2. FRANCHISE TERM The initial term of this Agreement shall be ten (10) years , commencing on the date the franchise location opens for business, unless earlier terminated in accordance with this Agreement. 3. TERRITORY Franchisee is granted a limited exclusive territory defined by a radius of [X] miles from the approved franchise location, provided Franchisee remains in full compliance with this Agreement. Franchisor reserves the right to operate or license non-traditional locations (e.g., airports, food trucks, catering, delivery-only kitchens) within or outside the territory. 4. FRANCHISE FEE Franchisee shall pay a one-time, non-refundable franchise fee of $50,000 upon execution of this Agreement. 5. FINANCIAL QUALIFICATIONS Franchisee represents and warrants that they possess: A minimum of $350,000 in liquid capital Good personal and/or business credit Sufficient financial resources to develop, open, and operate the franchise Franchisor may verify financial qualifications at any time. 6. ROYALTY FEES Royalty fees shall be calculated on gross monthly revenue as follows: No royalty due until gross revenue reaches $100,000 6% royalty once gross revenue reaches $100,000 8% royalty once gross revenue reaches $150,000 Royalties shall be paid monthly via the Franchisor-designated POS system. 7. MARKETING & ADVERTISING A. Initial Marketing Support Until the franchise location reaches $100,000 in gross monthly revenue , Franchisor will provide and manage all marketing and promotional efforts B. System Marketing Fund After reaching $100,000 in gross monthly revenue, Franchisee shall contribute 2% of gross sales toward a system-wide marketing and advertising fund. Franchisee may also be required to conduct local marketing efforts as directed by Franchisor. 8. TRAINING & OPENING SUPPORT Franchisor shall provide: Initial training covering operations, food preparation, POS systems, brand standards, and compliance Opening support, which may include on-site assistance during launch Ongoing operational guidance as deemed necessary by Franchisor 9. SITE SELECTION & DEVELOPMENT Franchisor shall assist with: Location analysis and site surveys Design guidelines and layout standards Branding and packaging design Franchisee is responsible for all construction, permitting, and build-out costs unless otherwise agreed in writing. 10. POS SYSTEM Franchisor shall provide and designate the Point-of-Sale (POS) system , which Franchisee must use exclusively for all transactions and reporting. 11. SUPPLIERS & PRODUCTS Franchisee shall purchase ingredients, packaging, equipment, and supplies only from Franchisor-approved suppliers . Franchisor shall source and designate approved vendors to ensure brand consistency and quality. 12. OPERATIONS & BRAND STANDARDS Franchisee agrees to: Operate in strict compliance with GUAC & GRILL operational standards Use only approved menus, recipes, pricing systems, and branding Maintain cleanliness, service quality, and customer experience Comply with all applicable federal, state, and local laws 13. SALES REPORTING & AUDIT RIGHTS Franchisee shall submit accurate weekly and monthly sales reports via the POS system. Franchisor reserves the right to: Access POS data Audit books and records upon reasonable notice Correct underreported royalties and fees 14. INSURANCE Franchisee shall maintain insurance coverage including, but not limited to: Commercial General Liability Workers’ Compensation Any additional coverage required by Franchisor Franchisor shall be named as an additional insured 15. CONFIDENTIALITY & NON-COMPETE Franchisee shall keep all proprietary information confidential. During the term of this Agreement and for two (2) years thereafter, Franchisee shall not own, operate, or assist any competing Mexican, Asian, or fusion food concept within [X] miles of any GUAC & GRILL location. 16. NON-SOLICITATION Franchisee shall not solicit: GUAC & GRILL employees Vendors Customers for competing purposes during the term and for one (1) year after termination. 17. TRANSFER & ASSIGNMENT Franchisee may not sell, assign, or transfer the franchise without Franchisor’s prior written consent. Any transferee must meet all franchise qualifications and complete required training. 18. DEFAULT & TERMINATION Franchisor may terminate this Agreement upon: Failure to pay fees Brand misuse Operational non-compliance Fraud or misrepresentation Insolvency or abandonment Franchisee shall have a reasonable opportunity to cure non-material defaults after written notice. 19. EFFECT OF TERMINATION Upon termination: Franchisee shall immediately cease use of all GUAC & GRILL trademarks Return all proprietary materials Remove branding from the location Comply with non-compete obligations 20. NO GUARANTEE OF PROFITS Franchisor makes no guarantees regarding revenue, profits, or success. Franchisee acknowledges that results depend on management, location, and market conditions. 21. GOVERNING LAW This Agreement shall be governed by the laws of the State of New York 22. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties. Amendments must be in writing and signed by both parties. 23. SIGNATURES FRANCHISOR – GUAC & GRILL MANAGEMENT LLC Signature: __________________________ Name: __________________________ Title: __________________________ Date: __________________________ FRANCHISEE Signature: __________________________ Name: __________________________ Date: __________________________ FINAL PROFESSIONAL ASSESSMENT With this structure: Your franchise now matches market leaders Protects your brand, revenue, and growth Looks credible to banks, investors, and operators Is ready to be converted into an FDD