(H)                               As part of such amendment and restatement: a. The parties to the existing Agreement known as the “ Ultimate Shareholders” will, as of the Effective Date, cease to be parties to the Agreement; and b. “ Sub-franchisee” any person to whom a sub-franchise is granted pursuant to Article 32 hereof;   “ Territory” the Turkey Territory and the Georgia and Macedonia Territory;   “ Total Restaurant Count Target” has the meaning set forth in Article 4(1) of this Agreement;   “ Turkey Territory” the land comprising the Republic of Turkey within its de facto boundaries on 5 June 2002. (2)                                  BK represents that it holds the right to grant and license the Development Rights in the Territory. (3)                                  Specifically excluded from this grant are established present or future U.S. In the arbitral proceedings shall be English, and all documents attached to filings submitted to the arbitral panel are to be translated from their original language into English unless expressly waived by the arbitral panel in consultation with the Parties. ANNEX 1 FORM OF FRANCHISE AGREEMENT FRANCHISE AGREEMENT (“Agreement”) dated,. BETWEEN Burger King Europe GmbH, a company organized under the laws of Switzerland having its principal place of business at Inwilerriedstrasse 61, 6340 Baar, Switzerland (“ BKE”); the party specified as the “Franchisee” in Schedule A ( “Franchisee”); and the party or parties specified in Schedule A as a “Co -Debtor” (individually, and collectively, the “Co-Debtor”) and/or as a “Principal” (individually, and collectively, the “Principal”). INTRODUCTION A.

1. Primary Non Contributory Endorsement Isotonic System
2. Waiver Of Subrogation Endorsement
3. Primary Non Contributory Endorsement Isotonic Exercises

BKE and its Affiliates have the exclusive right to use the unique BURGER KING® System and the Burger King Marks for the development and operation of quick service restaurants known as BURGER KING® Restaurants throughout the world. B. BKE is engaged in the business of developing, operating and granting franchises to operate Burger King Restaurants throughout Europe, the Middle East and Africa using the Burger King System and the Burger King Marks and such other marks as BKE may authorize from time to time for use in connection with Burger King Restaurants. C. BKE has established a reputation and image with the public as to the quality of products and services available at Burger King Restaurants, which reputation and image have been and continue to be unique benefits to BKE and its franchisees. D. Franchisee recognizes the benefits to be derived from being identified with and licensed by BKE and being able to utilize the Burger King System including the Burger King Marks which BKE makes available to its franchisees. E. Co-Debtor has agreed to be jointly and severally liable for all claims, which BKE has against the Franchisee under this Agreement, in connection with this Agreement or any other agreement with BKE. F. Franchisee and Co-Debtor have requested BKE to grant Franchisee a license to operate a Burger King Restaurant at the Location. G. Franchisee desires to acquire a franchise to operate a BURGER KING Restaurant at the Location for the entire Term specified in this Agreement.

Franchisee has had a full and adequate opportunity to be thoroughly advised of the terms and conditions of this Agreement by financial and legal counsel of Franchisee’s own choosing adequately prior to its execution, and is entering into this Agreement after having made an independent investigation of BKE’s operations and not upon any representation as to the profits and/or sales volume which Franchisee might be expected to realize, nor upon any representations or promises by BKE which are not contained in this Agreement. 2. Is not authorized; however, should any such sales be approved in the future, they will be included within the definition of Gross Sales. “Term” means the period specified as such in Schedule A, commencing on the Opening Date.   “Transfer” or “Transferred” means to sell, convey, assign, license, lease, charge, pledge, mortgage, encumber or otherwise dispose of in whole or in part.

Otherwise specified by BKE in accordance with the standards, specifications and other requirements of the Burger King System. 7.6                                Franchisee must staff the Franchised Restaurant at all times during the Term with a sufficient number of trained employees including the minimum number of managers required by BKE who have completed BKE’s training program at an accredited location to ensure that BKE’s operational standards are met. 8. 8.8                                Currency. All payments to BKE required under this Agreement shall be made in accordance with Article 16 of the DA, as if a reference therein to “this Agreement” were a reference to this Agreement, “BK” was a reference to BKE and a reference to the “Developer” was a reference to the Franchisee. 9. BKE shall be entitled to the copyright in respect of all such translations.

Any actions and performance by either party in accordance with the provisions of this Agreement before any required approval of a governmental or other supervisory authority in INSERT COUNTRY WHERE REST. IS LOCATED or under any other applicable law is granted, will be validated in the moment such approval is granted. 18.3                         Governing Law. This Agreement shall be interpreted under and governed by the substantive law of Switzerland without regard to conflict of law or choice of law principles that may direct the application of the law of any jurisdiction.  The U.N. The arbitral proceedings shall be conducted in English. 18.5                         Language. The language of this Agreement is English. To the extent that any translation from English may be required of this Agreement or any document or information under it or in connection with the operation of the Franchised Restaurant, it shall be at the cost of Franchisee, and Franchisee shall provide a copy of the translation to BKE on request. 20.1                         Joint and Several Liability of Co-Debtor. Each Co-Debtor hereby represents and warrants that it has a direct interest in the operations of Franchisee and agrees that it shall be jointly and severally liable for all claims which BKE has against Franchisee arising out of, under or in connection with this Agreement or any other agreement with BKE. Each Co-Debtor shall be jointly and severally liable as principal debtor to the extent of a cumulative assumption of debts (“kumulativer Schuldbeitritt”) in accordance with article 143 ff.

Of the Swiss Code of Obligations and not as a guarantor according to article 111 or articles 492 ff. And article 496, respectively, of the Swiss Code of Obligations.  Each Co-Debtor shall remain liable notwithstanding any time or indulgence given to the Franchisee, any variation of this Agreement agreed between BKE and the Franchisee, and/or any waiver of any of its rights by BKE and/or any settlement agreed between BKE and the Franchisee in respect of any matter under the Agreement. BKE is entitled in its sole discretion to request from any joint and several Co-Debtor partial or full performance.

The key to rebecca torrent download. ACKNOWLEDGEMENT BY FRANCHISEE, EACH CO-DEBTOR AND PRINCIPAL Franchisee, each Co-Debtor and each Principal represent to BKE that before signing this Agreement, they have: 1. Been advised by BKE or its agents to take independent professional advice on all aspects of this Agreement and the Burger King System and they have taken such independent advice as they deem necessary and have independently satisfied themselves on all relevant matters, including, without limitation, the suitability of the Location for the conduct of the Franchised Restaurant and any estimates or projections relating to profit or return on investment provided by BKE or its agents; 2. Carefully read and understood the provisions of this Agreement and any disclosure document provided to Franchisee (receipt of which Franchisee acknowledges); 3. Not relied on any statement, representation or warranty made by BKE or its employees or agents other than as set out in this Agreement or in any disclosure document provided to Franchisee; and 4.

Understood that BKE does not guarantee to provide a rate of return on investment or profit to Franchisee, and that the amount of any profit or return on investment depends on their own effort and investment. SIGNATURES TO FOLLOW ON NEXT PAGE EXECUTED AS AN AGREEMENT: SIGNED FOR AND ON BEHALF OFBURGER KING EUROPE GMBH By:     Print Name:     Title:        Witness Signature:     Witness Name:     Witness Title:   59. ANNEX 2 CRITERIA FOR THE SELECTION OF SUB-FRANCHISEES BY THE DEVELOPER The Sub-franchisee shall not directly or indirectly have any interest in any fast food hamburger operation or business anywhere in the world except as a shareholder in a publicly listed enterprise where such shareholding is not sufficient to confer on the Sub- franchisee any ability to materially influence the affairs of such undertaking. ANNEX 3 SUB-FRANCHISING GUIDELINES — INTERNAL TAB PROCEDURES First Contact Sub-franchising process starts with the receipt of the preliminary questionnaire form. Questionnaire Evaluation The Franchise Associate reads the content of the preliminary application form, - approves/rejects initially the profile (based on age and education level of the candidate), calls the proposed Sub-franchisee if necessary to discuss the contents. If the candidate is approved, Franchise Associate forwards the Initial Franchise Application Form (Appendix II) to the prospective Sub-franchisee.

The preliminary questionnaire form with its date of receipt will be put into the file system. Initial Application Form evaluation Once in receipt of the completed application and supporting documentation, the Franchising Manager controls, if the Sub-franchisee criteria are met. Furthermore it may be required to make a background research. Franchising Manager may demand from Associate to make a further check on the application prior to interviews, if the prospective Sub-franchisee fits to the business so far, Franchise Associate calls him to arrange an interview with Franchising Manager. The Initial Application Form with its date of receipt will be put into the file system. Sub-franchisee Interview with Franchising Manager The interview is aimed to verify the legal, personal, background and professional fit of the prospective Sub-franchisee and to clear any questions left open in the Application Form. Franchise Associate arranges an interview with the General Manager and the prospective Sub-franchisee, where the General Manager verifies the personality fit. Letter of Intent If both parties want to continue, a letter of intent will be signed by the prospective Subfranchisee and TAB Gida. Sub-franchisee Training The prospective Sub-franchisee receives 6-8 months training in classrooms and in a company owned store, practices each type of work. The goal is to develop, among other things, proficiency in service, production and crew training skills.

A significant part of the training must be satisfactorily completed before the candidate is given full operational approval. TAB Gida will not give any representation or warranty as to any trainee’s ability to complete satisfactorily any training program.

Prior to starting training, each prospective franchisee must sign the Trainee’s Acknowledgement and Agreement form. Sub-franchisee Application One month before the end of the training, the Franchise Manager and Real Estate Manager propose the prospective Sub-franchisee three store location options (at the same time), which may be existing or new locations. The characteristics of the location and the customers should match those of the prospective Sub-franchisee and the proposed locations should be well-known to him as well. The Sub-franchisee must be given a profit and loss account where possible for each outlet covering 12 months. The prospective Sub-franchisee will be encouraged to make this own market research. The prospective Sub-franchisee will have to choose one of the options in three months otherwise he will have to leave the Burger King System.

After a location is chosen, a sole franchise application form will be sent to BK for approval. Sub-franchisee Contract If the Sub-franchisee has received full approval from TAB Gida, the Sub-franchisee Contract is signed after the payment of the franchise fee. The term is 20 years and obliges the Sub-franchisee to operate and maintain the restaurant pursuant to required standards. The Sub-franchise contract also entitles the Sub-franchisee to use certain Burger King marks applied for or registered in the relevant jurisdiction. Refection If the prospective Sub-franchisee fails to fulfil the Sub-franchisee criteria set out above, he will receive a fetter of rejection form the Franchising Manager (Appendix VII). 66. Independence Sub-franchisee should work under the supervision of Burger King but also take responsibility for his decisions. Independence level should be medium. Employee involvement Orientation Sub-franchisee should involve his employees in his decisions. Participative rather than autocratic management is required. Sales Orientation Sub-franchisee should have a pro-active sales approach, high sales orientation is required. Customer Orientation Sub-franchisee should be polite, friendly and responsive to customers and must be therefore highly customer orientated. Social Orientation Sub-franchisee should have high comfort for continuously meeting with new people and be highly social oriented. Legal and Ownership Approval This approval involves meeting the legal and ownership requirements of TAB Gida.

In addition, the prospective Sub-franchisee must not be in breach of any legal obligation to, or be involved in a claim against Burger King or TAB Gida. Legal and Ownership Structures of Sub-franchisees Each franchised Burger King restaurant is operated pursuant to a written Sub-franchise contract between TAB Gida and the Sub-franchisee. The Sub-franchisee may only be an individual (but may operate through a company which he/she controls and in which he holds at least (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.)). The Sub-franchisee must also be fully committed to his Burger King Restaurant business and effectively be the “Managing Director”. Operational Approval The Sub-franchisee will be required to undertake and satisfactorily complete a training program (in restaurant and classroom sessions) in order to receive the full operational approval. Initial operational approval will be given after the first “5 day initial training”. 69. ANNEX 4 SERVICES WHICH, AS BETWEEN BK AND THE DEVELOPER, THE DEVELOPER UNDERTAKES TO PROVIDE TO ITS SUB-FRANCHISEES 1. In relation to each Sub-franchisee, the Developer undertakes to BK to perform the following services to a high standard for the benefit of the Sub-franchisee: (a)                                  assistance in the setting up of equipment and fitting out of an Outlet under the BK System; (b)                                  initial training and subsequent updating of training of Sub-franchisees, restaurant managers and crews in-line with EMA training policies from time to time laid down by the BK System in Europe and the Middle East.

The developer’s training personnel shall have previously been certificated by BK as being suitable to provide training courses in accordance with BK’s normal requirements; (c)                                   the organisation, co-ordination and control of the supply of products through an approved supply system. Each supplier shall previously have been approved by BK; (d)                                  the organisation, co-ordination and control of logistics. Each supplier of logistics shall previously been approved by BK; (e)                                   the monitoring and control of compliance of all Outlets in the Territory in accordance with the norms of the Burger King system from time to time applied in Europe and the Middle East; (f)                                    the organisation and carrying out of advertising and promotional activities in the Territory. The Developer shall ensure that marketing and promotional monies are expended in such a way as to produce a fair and proportionate benefit to Sub-franchisees as well as to Outlets operated directly by the Developer and/or its Controlled Subsidiaries and shall at least annually for each Year produce to its Sub-franchisees a full and accurate account of all sums expended and details of the relevant advertising and marketing activities during the year; (g)                                   the conducting of consumer perception surveys of restaurants currently known as Mystery Shop; 2. If and to the extent that the Developer wishes to use a third party for the provision of any of the above services, it must first obtain the consent of BK both as to the use of, and identity of, the third party. 3.

Services provided to Sub-franchisees shall be provided to a standard of quality service and frequency no less high than such services are provided to the Developer and its Controlled Subsidiaries. 71. Otherwise) with BKC except in the limited circumstances set out in this Agreement.

The franchisee in entering into this agreement has not relied on any representation or warranty or other statement made by or on behalf of BKC, except as provided in this Agreement, and acknowledges that TAB does not have the power to make any representation, warranty or other statement on behalf of Burger King Corporation. In consideration of the fees and other sums payable by the Franchisee under this Agreement and the mutual covenants herein, the parties agree as follows; AGREEMENT 1. Shall pay to FRANCHISOR the initial fee described in the Schedule fully and in cash.The FRANCHISOR shall completely have the right for such sum upon the execution of this Agreement. 4. Location, the Franchisee shall purchase the new equipment at its own expense and install the same within such time as FFtANCHISOR may reasonably specify. The equipments shall not be relocated or removed out of the location without the previous consent of the FRANCHISOR. Uniforms 8)                                       All employees at the location shall wear uniforms previously approved by FRANCHISOR as meeting the design, colour and specification from time to time prescribed by FRANCHISOR. Where the location is insured by a person other than the Franchisee the Franchisee’s obligations shall be limited to taking such steps as are reasonably available to the Franchisee to procure that any insurance moneys are laid out in accordance with this sub-clause. 3)                                          The Franchisee will take all the necessary security measures on time in accordance with the demands of official authorities as a requirement of business.

All the administrative, judicial, financial etc. Liabilities that may occur because of the necessary measures are not taken on time or no measure is taken will be covered by the Franchisee. In any event the Franchisee undertakes and accepts to keep harmless the Franchisor for any consequences that the necessary measures are not fully and/or timely taken. Indemnified by the Franchisee 9.   Fees and Advertising Contribution FEES 1.

Claim to the other party. 3. The Franchisee will ensure that all the transactions and operations with FRANCHISOR are arranged, carried out and declared according to the Turkish Laws, regulations, notifications and rules and all the necessary taxes, charges, duties etc.

Are paid fully and on time, and besides he will carry out all the necessary procedures for such payments and be responsible for their consequences. Advertising and Sales Promotion 4)                                          The Franchisee, at last within ten (10) days since the last date of the account period, will pay an amount in Turkish currency calculated by applying the percentage of gross sales for the preceding account period,as stated in the Schedule. Such payment shall be paid in full free of any deductions or set-off whatsoever. This sum, less administrative expenses any applicable taxes, will be used for advertising, sales promotion and public relations for the benefit of the Franchised outlet including creation, production, media and clearance costs of advertising and sales promotion materials, and market research expenses directly related to the development and evaluation of the effectiveness of advertising and sales promotion. Alternatively, FRANCHISOR may combine these monies with payments from other Burger King outlets to form an ad fund and this fund will be used on a fair and proportionate basis for national and international advertising, sales, promotion and public relations activities in the market area which the Franchised outlet is located, nationally or the proportion part of the creative or production costs of materials used in more than one market area will be paid from that fund. The Franchisee is encouraged to participate in the planning of advertising, sales promotions and public relations for the Franchised outlet, but the final decision power regarding the expenditure of such monies belong to FRANCHISOR.

FRANCHISOR or BKC, FRANCHISOR or BKC or its authorized representative may access to the premises and directly remove and destroy them. In such a case FRANCHISOR or BKC will not have any obligation to pay any indemnification to the Franchisee. Besides, FRANCHISOR may cancel this Agreement without paying any indemnification.

The Franchisee is responsible for covering all the losses and damages of FRANCHISOR or BKC as because the Franchisee makes advertising without conforming to the advertising, sales instruction and public relation standards and/or it makes none approved advertisement or uses not confirmed advertisement material. Gross Sales 7)                                       The term “Gross Sales” as used in this Agreement includes all sums charged for goods, merchandise, or services (including the use of jukeboxes, amusements or games) sold at or from the Location. The sale of Burger King products away from the Location is not authorized; however, should any such sales be approved in the future, they will be included within the definition of Gross Sales. Gross Sales shall not include any value added tax, turn-over tax or any similar tax collected by the Franchisee from customers based upon sales. Interests and Attorney’s Fees 8)                                       Franchisee shall pay to FRANCHISOR interest at the rate of Libor +% for the undue payments under this Agreement.

Reader responses to the April 2015 essay, ':From Nancy Brockway,Because certification excludes good professionals and protects bad ones. And it is not needed.From Marty Cohen,Thanks for writing up this bold and provocative proposal. As a self-taught 30 year participant in the regulatory process (who has served as a consumer advocate, commission chairman (briefly!), expert witness and consultant—all without an advanced degree of any kind—I respond first with questions:.What problem would certification solve? Is there evidence that the public interest has been harmed because of ignorance on the part of commission staff? On the part of expert witnesses? (If so, please point to it).Would certification be required for all commissioners and staff positions? For witnesses?

Primary Non Contributory Endorsement Isotonic System

Attorneys?.What would be the role of non-certified persons and stakeholder representatives in the regulatory process? Would they be given a new status that means their testimony gets less consideration? How would that work? Or would they be prohibited from participating?.Would governors be restricted to appointing only certified regulators? Or would the decision makers themselves be the only ones exempted?As you know, my views are far from libertarian but I question the purpose of certification in the regulatory process (see first question above).

Waiver Of Subrogation Endorsement

And I’d point out that, while in some professional fields you mentioned (such as pilots and plumbers and dentists) there is clearly a public interest in assuring that nobody practices without a license, for some others certification largely serves to restrict participation by providing a barrier to entry for competitors. In the case of public utility regulatory process there may be even less need for certification than for cosmetologists and barbers because it is the credibility of facts and opinions that is primary in decision making, not the education or standing or demonstrated skill of the individual making the argument. The credibility and background of a witness is always fair game in the adversarial process, as it should be, but cases are decided by the weight of the evidence, not the stature of who is presenting it.Some of us like it that way.From Nicholas A. (Nick) Brown, President & Chief Executive Officer,With regulation charged with protecting the public interest, it only makes sense to me that those involved in the process demonstrate at least some minimal level of expertise to protect that interest. Most important of all these persons are the commissioners.Here's something to consider in your future discussion: In every strategic planning cycle for SPP over the last 20 years, regulatory turnover is identified as our single largest risk.

Primary Non Contributory Endorsement Isotonic Exercises

The turnover rate for the commissioners in our 8 states and at FERC is about 50% every 18 months. The learning curve is steep, industries varied and complex, and turnover high - OUCH!