Among the undersigned, on one hand the Mister (Mrs.)………………………………., residing in the address:…………… of the city of………………… country……………. acting as National Director and in legal representative of the Universal Religious Congregation (C.R.U.) in the country……………… who from now on will call the Franchisor, and the Mister(Mrs)……………………………………………………….., residing in the address…………., city………, country………….., who from now on will call the Franchisee, we have celebrated the present Pastoral Religious Franchise Contract (CFRE) that is legalized respectively before the domestic competent authorities…………,and that is content in the following clauses:
CHAPTER FIRST: CLAUSES OF CONSIDERATIONS
CLAUSE 1. - Managerial nature. In the presently contract it is understand for Universal Religious Congregation the enterprise that for its spiritual, theological, and religious nature belongs to the companies of the faith and religious beliefs, that it is an organization of suprareligious character without encourage of lucre that supply the spiritual service and the help to the communities and society, obtaining an economic benefit for the receipt of tithes, voluntary helps, offerings, donations, the human charity, etc., without at the end of each countable exercise there is distribution of dividends among their members since it is not a commercial enterprise.
CLAUSE 2. - Heyoan. - It is the temple, living room, synagogue or place considered as sacred place so that the community of faithful people of the Edista Religion carries out the Edista Cult and it is the cell of the Universal Religious Congregation (C.R.U.) for its survival, being a great opportunity that this religious entity offers to all person with religious vocation and leadership so that he/she becomes spiritual leader and missionary of the work of God, exercising an employment and receiving a distinction, a social charisma and an economic benefit on the other hand, therefore an entire intellectual property is at his/her service in the place web: www.edismo.org
CLAUSE 3. - Heyoan Director. - He/she is the person responsible for the creation, organization, administration, direction, and control of the temple Heyoan and in his/her quality of Edista Pastor executes the ceremonies and rituals of the Edista Cult,being the priest in charge of making the relationship and communication between his/her community and God.
CLAUSE 4. – Pastor - Director. - The Edista Pastor like Director of the Heyoan it is a vital human resource for the Universal Religious Congregation (C.R.U.), since he/she is the person in charge of perform the Edista Cult like that his/her community believes in its relationship and communication with God, that it constitutes the essence of the Edista Religion, in order to this religious confession can exist and multiply and diffuse all over the world as phenomenon of masses.
CLAUSE 5. - Pastoral Religious Franchise Contract (CFRP), it is a franchise contract by means of the one which the National Director in his/her quality of legal representative of the branch of Universal Religious Congregation (C.R.U.) in his/her country, acting as franchisor authorizes to the franchisee so that he/she assumes the position and act as Heyoan Director.
CLAUSE 6. - Of the Territory. - The present contract governs for the people where the Heyoan settles down.
CLAUSE 7. - Identification. The Heyoan of the present contract is identified by the number…… address……………………………………………….City……………….. region…………………. Country……………..…………………….
CHAPTER SECOND: CLAUSES OF THE LICENSE OF FRANK
TRANSMISSION OF THE KNOW - HOW AND THE TRANSMISSION OF THE RIGHTS OF INTELLECTUAL PROPERTY:
CLAUSE 8. - In the present contract for Know-How is understood “the knowledge to make” that is specified in the documents that can be consulted and to discharge at the address of the page web: www.edismo.com with the form of carrying out the Edista Cult that is the cult carries out in sacred places that are the temples called Heyoan.
CLAUSE 9. – It is understood for intellectual property: 1. - The whole content of the web page: www.edismo.com, of which is part the book Divine Illumination in the Era of Aquarius and the documents related with the Edista Cult. 2.- The mark: CRUS that means: Universal Religious Congregation - Suprareligión, the logo that contains the words: EDAS DEI (EDAS GOD) NUMEN ET NUMINA with the emblem of the symbol sigma Σ, that represents to Edas Dei (Edas God), the corporate image, and the good-will.
CLAUSE8 10. - Grant of Franchise - Transmission of the know-How and the transmission of the intellectual property. By means of the present contract it is transmitted to the franchisee the know-how and the whole intellectual property considered as the angular stone on which the system of the franchise is sustained. Therefore of here they come off the following obligations:
- For the franchisor to facilitate to the franchisee the use of the know-how.
- The franchisor puts under an obligation by means of the contract to transmit the right of use of the intellectual property.
- The franchisor grants the copyright of the book Divine Illumination in the Era of Aquarius, so that the franchisee exploits the book as editor, publishing it, distributing it and selling it, well if it is in the Spanish or English language, or translated to any language. He/she will also be able to make promotions and biannual competitions with prizes for the best summary in the teachings of this book, charging a quota for the inscription to the competition.
- The franchisee obtains the right to operate the franchise directly
- The franchisee will should on the other hand:
- To use the intellectual rights of ownership in an appropriate way, in order to projecting oneself corporate image and of informing to the franchisor about the usurpations that it has more than enough the same ones they can take place, in order to exercise the legal stocks that you/they correspond him as regular.
- To recognize the validity and the property of the mark: C.R.U. and the name of the Universal Religious Congregation (C.R.U.), this implies that he/she should make use of the using right that is transmitted, with absolute submission to the received instructions.
- Obligation of exercise of the know-how, in order to get an image and a positioning in the market of the religious beliefs.
. Obligation to maintain the good-will and the corporate image.
- To dedicate his/her best efforts to the growth, identity and reputation of the Universal Religious Congregation in his/her country.
- Obligation of fulfilling that specified and with all the guidelines that have been defined by the Statute of the Universal Religious Congregation (C.R.U.).
Mutual obligations of the signatory parts of a franchise contract:
- The parts should act in an equal way in their mutual relationships:
- The franchisor will communicate to its franchisee in writing any infraction of the contract and, when it proceeds, it will grant a reasonable term to solve an eventual no fulfillment. The parts should solve, in good faith and with good will, their complaints, litigations and disputes, by means of the communication and the direct, loyal and reasonable negotiation.
CHAPTER THIRD: CLAUSES OF THE FUNCTIONS OF THE FRANCHISEE
CLAUSE 11. - The fundamental functions of the franchisee like Heyoan Director are: 1. - To assume the ethical and legal commitment of fulfilling that specified present Pastoral Religious Franchise Contract (CFRP); 2. - To obtain and to maintain up date the legal permission of the competent authorities for the legal operation of the Heyoan. 3.- To create, to organize, to administer and to direct the Heyoan like organization without encourage of lucre, autonomous and self-sufficient that economically obtains their revenues of the human charity, of tithes, offerings, donations and other voluntary and charitable helps of the assistants and of the community or donations of the society. 4.- To make reality the Religion Edistacarrying out and stimulating the practice from the Cult of the Edista Pantheon of Gods in the Heyoan. 5.- To form his/her faithful people in the Edista Theology. 6. - To look after the human promotion of their community. 7. - To preach and to diffuse the Edista Thoughtin his/her community. 8.-. To make a calling to all religious confessions, so that they are integrated and be part of the Universal Religious Congregation (C.R.U.) given its character of suprareligious organization without animus lucrandi. 9.- To complete faithfully that it specified in the Statute of the Universal Religious Congregation. 12. - To assist the related with the human relations in the local environment and to execute an effective program of proselytism, propaganda, and publicity of the Edista Religion by all possible means.
CLAUSE 12. - It is obligation of the franchisee to take legalized books of accounts where he can show to the communities the destination of the received charitable helps.
CLAUSE 13. - It is obligation of the franchisee to surrender a monthly countable report to the National Auditor that is the delegate that makes the functions of the franchisor.
CHAPTER FOURTH: CLAUSES OF THE EXCLUSIVITY
CLAUSE 14. – The principal obligations of the franchisor are the following ones:
- Expressed prohibition for the franchisor of granting other franchise in the certain territory for exclusive use of the franchisee.
- The franchisor grants the exploitation of the franchise in an exclusive way to the franchisee.
CLAUSE 15. - The principal obligations of the franchisee are the following ones:
- Obligation of only to develop his/her characteristic task of exploitation of the religious entity in favor of the franchise.
- Prohibition of developing another franchise for any other religious entity.
- Franchisee commits to not exceeding the limits of the territory granted for the exploitation of the franchise.
CHAPTER FIFTH: CLAUSES RELATED WITH THE CONFIDENTIALITY
CLAUSE 16. - These clauses imply for the franchisee:
- An obligation of confidentiality in charge of the franchisee, regarding the principles and knowledge transmitted by the franchisor on which he/she should stay reservation
- An obligation of not revealing to third people, competitors in the religious world any class of knowledge considered keys and confidential for the success of the Universal Religious Congregation (C.R.U.).
- The franchisee should keep strict reservation about the secrets that are transmitted him. This obligation exists during the term of the contract and it stays until after its termination.
- The franchisee puts under an obligation to keep the confidential considered information that is that cumulative one to develop or to improve the activity of the religious entity that gives competitive advantages and spiritual and economic benefits to its possessor.
- The franchisee should foresee the obligations related with the use of the confidential information, considering the people that can end up having access to this information.
CHAPTER SIXTH: RELATIVE CLAUSES TO THE PROPERTY OF THE TEMPLES HEYOAN
CLAUSE 17. - The physical structure of all the called temples Heyoan that are built is of exclusive property of the Universal Religious Congregation (C.R.U.) and it is part of its patrimony, but its domain and possession performed by the franchisee as edista pastor.
CLAUSE 18. - All the temples Heyoan that are built, should be registered and grateful as property of the Universal Religious Congregation (C.R.U.) by means of legalized notaries instrument before the competent authority.
CHAPTER SEVENTH: RELATIVE CLAUSES TO THE PUBLICITY AND PROPAGANDA AND HUMAN PROMOTION
CLAUSE 19. - The franchisee will make the publicity and propaganda in active form, to create and to increase in continuous form every day the number of students.
CLAUSE 20. – The franchisee should elaborate an entire semester program of publicity and active and effective propaganda that as much as possible covers all its territory, with all existed means of publicity; radio, television, Internet, videos, newspapers, magazines, barriers, pamphlets, etc.
CLAUSE 21. - The franchisee puts under an obligation to form the image and the good name of the Universal Religious Congregation (C.R.U.) making a continuous work of to introduce and to maintain in the religious market the spiritual service, deploying for it a conversion activity and convincing of the members of the communities to win every day bigger religious spaces.
CLAUSE 22. - The percentage of 5% is dedicated about the billing that perceives the franchisor like contribution from the franchisee, to the works of publicity at world level, and putting under an obligation to give to the franchisee a detailed report of the plan to carry out in publicity, propaganda and human promotion at national level.
CLAUSE 23. - The franchisee should make the biggest propaganda possible to the book Divine Illumination in the Era of Aquarius, indicating that it contains the Divine Message that is the biggest purification that has been made of the traditional images of God.
CLAUSE 24. - To stimulate the reading of the book Divine Illumination in the Era of Aquarius (IDEA), the franchisee should make a competition every certain period of time; three, six months or annually, charging a moderate sum for the inscription to give a prize cash in money to the best summary in the teachings that it leave in the reader the reading of the book IDEA.
CHAPTER EIGHTH: RELATIVE CLAUSES TO THE CONTROL AND THE SURVEILLANCE
CLAUSE 25. - For the good operation of the franchise, the franchisor will carry out a control and surveillance in a permanent way on the franchisee, although it will always maintain its judicial and patrimonial autonomy. Therefore the franchisee has the following obligations:
- Obligation of allowing to the franchisor to exercise the surveillance of the franchise.
- The franchisee accepts and recognizes legally the exertion of supervision of the execution of the Educational Religious Franchise by the Fiscal Auditor, who is named by the franchisor and represents him in that institution.
- The franchisee is under obligation to allow the inspection of the operation of the Heyoan.
- The franchisee is under obligation to allow in any moment the inspection and revision of the countable system by the National Auditor and to obtain the up-to-date countable balances.
- The franchisee will give to the franchisor the verifiable operative data to be able to determine the operation of the franchise and the necessary financial statements to guide an effective administration, and to allow to the franchisor and/or its representatives; the National Auditor, the access to its local and its documentation, at the request of the franchisor and in reasonable moments.
This obligation has its foundation in the relationship of mutual trust that implies the franchise contract, and the risk that assumes the franchisor when giving the image of its religious entity to a franchisee.
CHAPTER NINTH: CLAUSES OF RESPONSIBILITY
CLAUSE 26. - Responsibility among the parts: In the event of no fulfillment of the present contract for one of the part, there is the penal clause that was caused in favor of the fulfilled contracting party that imposes the obligation of restoring the half of the thing or the fruits when the pact not being completed. That means that each one of the parts with the realization of the present franchise contract acquires a civil responsibility, as judicial consequence by virtue of which, the illicit behavior consists on the no fulfillment of the derivative obligations of the present contract that generates damages to the other part and thirds, that it makes arise in head of who causes it, the obligation to indemnify in a proportional quantity to the produced damage and determined by the juridical classification and the competent authority.
CLAUSE 27. - They are exculpatory of responsibility the cases in that the damage takes place to the other part or third for fortuitous cases unaware to the will of the part that cause the fact.
CLAUSE 28. - Responsibilities in front of third (faithful or users of the spiritual services).
- Responsibility in front of the users of the services:
- Responsibility of the franchisee:
- To assist the reclamations the faithful people of the Heyoan.
- To respond for the damages or problems caused by the bad quality of the spiritual services carried out in the Heyoan that is under his/her responsibility and supervision in its operation, and equally in the other problems of administrative character that can be presented in their handling.
- To respond before the demands that the faithful people present, having as solution reimbursing them depending on each case.
- If the case deserve in the face of the impossibility of the franchisee to solve the conflict situations, the consumer of the services has the possibility to direct their pretenses directly before the franchisor.
- Responsibility of the franchisor:
- In accordance with the terms of the present contract, it is responsibility of the franchisor to exercise the control and surveillance on the activity of the franchisee.
CHAPTER TENTH: RELATIVE CLAUSES TO THE PRICE AND THE PAYMENTS
CLAUSE 29. - The Universal Religious Congregation (C.R.U.), is a suprareligious organization without encourage of lucre, that to be able to subsist and to grow it needs of the Franchise Contracts.
CLAUSE 30. - It is the principal obligation of the franchisee to make the payments corresponding to the franchise. The obtaining of this remuneration is one of the main reasons for the franchisee decides to celebrate the franchise contract.
CLAUSE 31. - The main payment obligations that the franchisee has to make, to be part of the franchise system, are the following ones:
- The right of entry or fee entrance that it is the initial payment that makes the franchisee and that it corresponds to the initial quota that covers the payment of the rights of making the contract with the same system, organization and operative methods of the Franchisor, that for the present contract as unit takes the value that dollars or Eurus has the ounce of gold in the world market.
- The main purpose of this payment is to reimburse to the franchisor the expenses in which he/she incurred in the grant of the franchise. The remuneration to pay for this right of entry in the present contract is twice the value in dollars or Eurus that the “ounce of gold” has to date in the world market and that it should be picked up and paid to the signature of the present contract.
CLAUSE 32. The bonuses or continuous payments (Royalties) for the present contract are the periodic, monthly payments that are suited contractually as compensation to the benefits that franchisee obtains for the use of the transmission of the Know-How and the transmission of the intellectual rights of ownership of the franchisor, as well as for the services supply with continuous character by the franchisor.
- The amount to settle down for this concept of Royalties in the contract depends on several factors: - Penetration index and knowledge of the name and of the religious institution in the territory or region. - Population of the granted area. - Profitability of the franchise. - Investment level. - Term of duration of the contract.
CLAUSE 33. – The quantity of the Royalties of the present contract, is governed by the call Mixed Canon (A fixed one more a percentage). A fixed monthly one for the Fund of Publicity that for the first year corresponds to five times the value in dollars or Eurus that the “ounce of gold” has at the date” in the world market that is increased by ten percent every year, plus the value in dollars or Eurus corresponding to ten percent monthly of the net economic benefit, that the franchisee obtains and declares during the whole time of use of the franchise.
CLAUSE 34. – The ways payment and place. The franchisee puts under an obligation to pay the quantity specified by the right of entry or fee entrance and the specified Royalties consigning in the bank account of the National Direction.
CLAUSE 35. - Costs of transfer. Another payment exists, like it is the cost of transfer that all franchisee should pay for the right to pass over its franchise at a third that corresponds to the value of the right of entry or fee entrance and that it was already specified is twice the value that the ounce of gold has to date in the world market that should be paid thirty days before the date of the signature and the legalization of the transfer in this case, so that the National Direction approve it and send the corresponding certification so the new franchisee can continue with the Franchise Religious Education Contract for the rest of time for its termination.
CHAPTER TENTH FIRST: CLAUSES DE TRAINING
CLAUSE 36. - The franchisor for petition and for bill of the franchisee, the personnel will give for the initial formation and training of the franchisor and his human resources and the transmission of the property of the Know-How and the intellectual property.
CLAUSE 37. - During all the validity of the contract the franchisee personally can request the franchisor collaboration to be able to travel and to be formed and to be qualified in the Edistas Collegiums existent in Colombia that is the main headquarters of the Universal Religious Congregation, where he/she will receive the whole possible confidentiality for the appropriate operation of the franchise
CHAPTER TENTH SECOND: CLAUSES OF DURATION OF THE CONTRACT OF FRANK
CLAUSE 38 - The contractual good faith forces of the present franchise contract it concerns among the parts a wide duration term to allow that the franchisee can recover its investment, reason why a term of five year-old duration settles down that in accordance with the parts is renewed and it continues for other five years.
CLAUSE 39. - The extinction of the franchise contract is operated by the course of the conventional time that is of five years starting from the date of its celebration.
CLAUSE 40. – The both parts commit to subscribe execution policies before an Insurance Company to guarantee and to give weigh and stability to the franchise contract.
CHAPTER TENTH THIRD: CLAUSES OF TERMINATION OF THE CONTRACT
CLAUSE 41. - The same as all the contracts the voluntary agreement of both contracting parties can put an end to the present franchise contract.
CLAUSE 42. - They are causal of resolution of the present franchise contract the following ones:
- For the expiration of the duration term.
- For decision and/or judicial sentence.
- For unilateral decision of one of the parts. In this modality it finishes the franchise, owing the part that makes the decision notify to the other one with an advance of thirty days, so that it can conclude this way their pending commitments and it will reimburse her for a quantity that both agree, otherwise it will be made by judicial decision before the competent authorities in the country of the part that makes the decision.
- For mutual agreement among the parts.
- For the insolvency of one of the parts. In this case it is made be worth the execution policy for the other part.
- For the contractual no fulfillment of the obligations consecrated in the franchise contract by one of the parts, arising for the aggrieved party anyone of the following pretenses: Resolution of the Franchise Contract with compensation of the damages that have been able to cause or to compel to the execution of the present contract
CLAUSE 43. - A previous warning settles down to the franchisee in the event of contractual no fulfillment, keeping in mind his/her realized investment, to give him/her the opportunity to correct the realized no fulfillment. That previous term of notice to the resolution settles down in 30 days.
CHAPTER TENTH FOURTH: RELATIVE CLAUSES TO THE SOLUTION OF CONFLICTS
CLAUSE 44. - For the conflicts among the contracting parties, the solution of the conflicts of interest or differences can be obtained that can arise in the breast of the contractual modality for a call to the reconciliation, or if it is the case for judicial intervention before the competent authority.
CHAPTER TENTH FIFTH: RELATIVE CLAUSES TO THE APPLICABLE JURISDICTION
CLAUSE 45. - For the present contract the parts undergo the Jurisdiction of the Tribunals that correspond to the juridical classification of the country where it is carried out the present contract, as the only ones designated and competent to know of the conflicts of interests that among the suitable parts signatories arise in the heart of the existent contractual relationship.
CHAPTER TENTH SIXTH: RELATIVE CLAUSES TO THE LANGUAGE OF THE CONTRACT
CLAUSE 46. - Presently frank contract in order to the handling of the relationships between the franchisor and the franchisee, the language that governs the development of the contractual relationships of the parts is the domestic language of the country where it is carried out the present contract.
CHAPTER TENTH SEVENTH: RELATIVE CLAUSES TO THE PROVISIONS
CLAUSE 47. - The franchisee is entitled the freedom and the right to be provided and to be editor to publish, to distribute and to sell the whole literature related with the existent intellectual property in the web page: www.edismo.com that includes the book Divine Illumination in the Era of Aquarius (IDEA), which can translate it to the language that he/she wants, to publish it and to sell it in that language.
CHAPTER TENTH EIGHTH: RELATIVE CLAUSES TO THE SALES
CLAUSE 48. - There are not relative restrictions to the fixation of the sale prices of the book Divine Illumination in the Era of Aquarius, however a moderate price is recommended so that whole people can acquire it.
CHAPTER TENTH NINTH: RELATIVE CLAUSES TO THE NON COMPETITION.
CLAUSE 49. - The franchisee has the freedom of selling books and literature of all the religions, because all they participate and they belong spiritually to the Universal Religious Congregation (C.R.U.), therefore there is not competition about it.
CLAUSE 50. - The franchisee for his/her commitment with franchise contract is handicapped to commit with other or other franchise contracts in the field of the religiosity.
CLAUSE 51. - The franchisee has the obligation of not exercising, neither direct neither indirectly, an occupation of a similar spiritual service in a territory where it could compete with a member of the extended net of the Universal Religious Congregation (C.R.U.).
In perseverance the couples sign and they place the fingerprint of the right index finger and they legalize the present Educational Religious Franchise Contract before the competent authorities of the respective country the day…… month…………………. .year………………. city…………………………. country………………………….
The Franchisor The Franchisee.
Number of the Document of Identity: Number of the Document of Identity: