BOZBAY INTERNATIONAL FRANCHISE OPERATING MODEL AND AGREEMENT BOZBAY — Seven-Year Cross-Border Service Franchise Framework
MANDATORY LEGAL NOTICE
This document is a comprehensive commercial and legal template for cross-border franchise relationships. Franchise disclosure requirements, commercial agency agreements, tax laws, labor laws, data protection regulations, foreign exchange regulations, competition laws, electronic signature regulations, and trademark laws vary by country. Before this document is signed or used, it must be reviewed by qualified legal professionals in Turkey and in the franchisee’s country and adapted to local laws. No provision in this template guarantees definitive applicability in every country.
VERSION 1.0 | 2026
DOCUMENT STRUCTURE
• SECTION I — BUSINESS MODEL AND MUTUAL BENEFITS • SECTION II — PRELIMINARY APPROVAL FOR THE ESTABLISHMENT OF A FRANCHISE OFFICE • SECTION III — INTERNATIONAL FRANCHISE AGREEMENT • SECTION IV — APPENDICES, SIGNATURES, AND APPLICATION FORMS
PARTIES
Party A / FRANCHISOR Party B / FRANCHISEE Business Name BOZBAY __________________________ ____________________________ Registration No. BOZBAY __________________________ ____________________________ Registered Address BOZBAY __________________________ ____________________________ Authorized Representative BOZBAY __________________________ ____________________________ Official EEmail BOZBAY __________________________ ____________________________ Country / Region BOZBAY __________________________ ____________________________ Effective Date BOZBAY __________________________ ____________________________
Term: Seven (7) years, subject to the rights of adjustment and termination
CHAPTER I — OPERATING MODEL AND MUTUAL BENEFITS
1. Nature of the Model
The model is based on the establishment of a BOZBAY franchise office operated locally within the approved region. The franchisee develops the market, operates the local office, generates leads, organizes meetings, and manages local customer relationships. BOZBAY Turkey, serving as the central hub for technical, strategic, creative, and production operations, manages scope, pricing, implementation standards, quality control, and final delivery.
2. Party A — BOZBAY Turkey
Party A is the owner or authorized controller of the BOZBAY name, trademarks, visual identity, website architecture, social media system, know-how, service methodology, templates, operational standards, training materials, pricing frameworks, and the central implementation team.
3. Party B — Local Franchisee
Party B is an independent legal entity established in an approved country. It funds and operates its local office, employs local staff, covers the local advertising budget, develops the market, registers all potential customers in the approved CRM, and complies with BOZBAY standards.
4. The Benefits of BOZBAY
BOZBAY is expanding internationally while maintaining centralization, technical oversight, intellectual property rights, and quality standards. BOZBAY receives sixty percent (60%) of the Distributable Project Revenue as defined in the financial appendix.
5. Benefits for the Franchisee
A franchisee enters the market with an established brand, an integrated service portfolio, a central implementation team, sales tools, technical meeting support, training, and documented operational systems—without having to build all creative and technical departments from scratch locally.
6. Customer Journey
Lead generation → qualification → introductory meeting → mandatory joint technical meeting → needs analysis → BOZBAY-approved scope and proposal → contract and advance payment → project kickoff → central implementation → quality approval → delivery → collection, reporting, and renewal.
7. Mandatory Joint Meetings
The franchisee may conduct basic introductory meetings on their own. An authorized representative of BOZBAY must attend in person or online any meeting involving technical consulting, strategy, commitments, final pricing, project scope, timeline, negotiations, or binding statements.
8. Revenue Principle
Distributable Project Revenue is split 60% to BOZBAY Turkey and 40% to the Franchisee. The calculation is based solely on amounts actually collected, after deducting taxes, refunds, customer-related advertising expenses, and pre-approved direct third-party project costs.
9. Local Marketing Obligation
The Franchisee allocates a regular monthly budget for local advertising and market development at their own expense. The initial minimum budget and campaign plan are specified in Appendix 5 and must be approved by BOZBAY. Advertising accounts, creative materials, target audiences, and reporting are subject to BOZBAY’s brand and quality approval.
10. The Principle of Centralized Implementation
Unless BOZBAY provides prior written consent, all strategy, design, digital, media, business development, and project development work must be carried out through BOZBAY Turkey or under its control. The Franchisee may not outsource BOZBAY services to third parties without permission, rebrand them, or replicate them locally.
CHAPTER II — PRELIMINARY APPROVAL FOR THE ESTABLISHMENT OF A FRANCHISE OFFICE
Purpose: This preliminary approval confirms that BOZBAY authorizes the prospective franchisee to begin the process of evaluating the proposed territory, preparing the business, selecting an office location, developing a business plan, and handling banking and licensing procedures, as well as planning for the grand opening. Does Not Immediately Grant a Brand License: This approval, by itself, does not grant the right to publicly use the BOZBAY name, logo, domain names, social media pages, customer materials, or corporate identity. Use begins upon the signing of the final agreement, payment of the agreed-upon fees, completion of training, and issuance of a written Opening Certificate. Prerequisites: The applicant must complete a legal and financial review, disclose beneficial owners, submit corporate documents, provide a suitable office, appoint a qualified office manager and business development manager, submit a 12-month marketing plan and budget, sign the confidentiality agreements, and pass the BOZBAY compliance review. Validity: The preliminary approval is valid for ninety (90) days unless extended in writing. If the review is unfavorable or if the applicant misuses confidential information or the BOZBAY name, BOZBAY may revoke the approval prior to the final agreement. No Exclusivity: Regional exclusivity is not granted during the preliminary phase unless explicitly stated in writing by BOZBAY. IMPORTANT: This preliminary approval does not replace the final Franchise Agreement and does not authorize the public use of the BOZBAY brand until an Opening Certificate is issued.
CHAPTER III — INTERNATIONAL FRANCHISE AGREEMENT
Article 1 — Definitions
Agreement, Approved Territory, Brand Assets, Customer, Confidential Information, Distributable Project Revenue, Franchise System, Gross Collections, Intellectual Property, Know-how, Lead, Local Office, Manual, Project, Services, and Term are key definitions. The Appendices are an integral part of the Agreement.
Article 2 — Granting of the Franchise Right
BOZBAY grants the Franchisee a limited, revocable, non-transferable, and non-sublicensable right to operate a single authorized BOZBAY service franchise office in the Region for the Term and to use the authorized Brand Assets solely for the permitted services and through the permitted channels.
Article 3 — Term
The contract begins on the Effective Date and remains in effect for seven (7) years unless terminated earlier. Renewal is not automatic; it requires written approval, full compliance, payment of all outstanding debts, up-to-date training, and the signing of BOZBAY’s contract in effect at that time.
Article 4 — Independent Parties
The franchisee is an independent contractor and is responsible for its own legal, tax, labor, lease, and operational obligations. Unless expressly stated otherwise, no partnership, joint venture, or business relationship is formed, nor is BOZBAY authorized to act on the franchisee’s behalf.
Article 5 — Territory and Exclusivity
Regional rights are limited to the country, city, or region specified in Appendix 1. If exclusivity is granted, it is subject to minimum performance, compliance, reporting, and payment requirements. In the event of significant or repeated poor performance, BOZBAY may reclassify the region to non-exclusive status.
Article 6 — Office Setup
The franchisee must maintain a professional office, legal records, the necessary permits, a suitable meeting space, secure internet access, an approved sign, official email accounts, access to the CRM, and a sufficient local staff. The franchisee may not relocate or open an additional office without written approval.
Article 7 — Local Team
The minimum team consists of an office manager and a business development or sales representative. Additional roles may be required depending on the size of the market. All employees and contractors sign confidentiality, data security, and intellectual property agreements.
Article 8 — Services
Services we offer include: design and product development, interior design and furniture design, brand strategy and branding, graphic design, marketing and social media, photography, video and production, web, e-commerce, apps, and UI/UX, CRM integration, business development, export, lead generation, and project development—including BOQs, quantity surveys, cost estimates, and technical documentation.
Article 9 — Central Technical Inspection
BOZBAY retains final authority regarding technical scope, feasibility, personnel, methodology, quality, timeline, deliverables, revision limits, and final approval. The Franchisee may not make any technical commitments or accept any scope without approval.
Article 10 — Sales and CRM
Every lead, meeting, proposal, contract, invoice, collection, and follow-up activity must be recorded in the approved CRM system in a timely and accurate manner. Tasks not recorded in the CRM may be considered unauthorized and will not entitle the employee to a revenue share.
Article 11 — Meetings and Representation
The franchisee may conduct promotional activities and gather preliminary information. BOZBAY’s participation is mandatory for the technical survey, solution design, final proposal, key negotiations, scope changes, and project acceptance. Only authorized individuals may provide a binding signature or commitment.
Article 12 — Proposals and Contracts
All official offers, discounts, payment plans, delivery commitments, and customer contracts require BOZBAY’s approval. The franchisee may not enter into any side agreements, offer hidden discounts or fees, or promise free services.
Article 13 — Revenue Share and Reconciliation
According to Appendix 4, 60% of the Distributable Project Revenue belongs to BOZBAY, and 40% belongs to the Franchisee. The reconciliation is based on collections, not invoicing. The Monthly Project Reconciliation Form shows collections, taxes, refunds, approved costs, the net distributable amount, and the parties’ shares.
Article 14 — Collections and Banking
The preferred model is centralized collection. If local collection is required, the funds are deposited into the designated corporate account, reported without delay, and the BOZBAY share is transferred within the timeframe specified in Appendix 4. In the event of a delay, BOZBAY may suspend delivery.
Article 15 — Local Advertising and Promotion
Unless otherwise agreed, the costs of local monthly advertising, media buying, events, sponsorships, and market development are the responsibility of the Franchisee. Campaigns are conducted using approved materials and accounts; BOZBAY may monitor performance and request corrections.
Article 16 — Fees and Taxes
The initial franchise fee, training, renewal, technology, and marketing contributions are listed in Appendix 4. Each party is responsible for paying the taxes applicable to it. Withholding tax, VAT, customs duties, and transfer fees are documented in a lawful and transparent manner.
Article 17 — Trademark License
All rights to the BOZBAY brands are owned by BOZBAY. The license is limited to the specified term, territory, approved services, and channels. The franchisee shall comply with the Brand Manual, submit materials for approval, and immediately cease any unauthorized use.
Article 18 — Websites, Domain Names, and Social Media
Domain names, websites, landing pages, social media profiles, advertising accounts, and digital assets containing the name “BOZBAY” are created or approved using information under BOZBAY’s control. BOZBAY retains administrative access at all times. Upon termination, all assets and passwords are transferred free of charge.
Article 19 — Intellectual Property and Works
BOZBAY is the owner of all pre-existing and developed know-how, manuals, templates, systems, prompts, methods, source files, and centralized productions. Customer rights are transferred only to the extent explicitly stated in the customer agreement and only after full payment has been made.
Article 20 — Confidentiality
The parties shall protect commercial, technical, financial, and customer information. The Franchisee shall use this information solely for franchise operations, limit access to what is necessary, and ensure employee compliance. This confidentiality obligation shall continue even after the agreement terminates.
Article 21 — Anti-Circumvention and Consumer Protection
Franchisees may not conceal leads, enter into contracts outside the system, refer customers, accept off-the-books payments, work directly with the BOZBAY team or its suppliers, or use another company to circumvent the revenue-sharing agreement.
Article 22 — Non-Competition and Non-Solicitation
To the extent permitted by applicable law, during the Term and within the period and region specified in Exhibit 7, the Franchisee and its controlling persons may not establish competing businesses that replicate the system, nor may they solicit protected customers or BOZBAY employees. This provision shall be interpreted only to the extent legally permissible.
Article 23 — Data Protection and Cybersecurity
The parties comply with applicable privacy and cybersecurity regulations. Data is stored only on approved systems, with role-based access, strong passwords, and multi-factor authentication; any breach is reported immediately. A data processing addendum is signed as needed.
Article 24 — Quality Control, Training, and Manuals
BOZBAY can publish and update manuals, standards, checklists, and training materials. Franchisees participate in training, implement updates, allow inspections, and address any deficiencies. Products cannot be delivered to customers without the required quality approval.
Article 25 — Reporting and Auditing
The franchisee provides a weekly pipeline, monthly marketing and financial reports, proof of bank transactions and collections, CRM records, and an annual plan. BOZBAY may conduct operational, brand, digital, and financial audits.
Article 26 — Compliance and Ethics
The parties shall comply with laws and regulations regarding anti-corruption, money laundering, sanctions, competition, consumer protection, advertising, and business matters. The Franchisee may not make improper payments, may not do business with parties subject to sanctions, and must maintain adequate records.
Article 27 — Insurance and Liability
The franchisee shall obtain the required and reasonable commercial insurance policies. Each party is responsible for its own acts, personnel, and taxes. No liability limit applies in cases of fraud, willful misconduct, breach of confidentiality, intellectual property infringement, or unpaid amounts.
Article 28 — Violations and Remedies
For remediable violations, written notice is provided and the timeframe specified in Annex 8 is granted. Until the material violation is remedied, BOZBAY may suspend the use of its trademark, system access, meetings, proposals, or deliveries.
Article 29 — Immediate Termination
Trademark infringement, mystery shopping or debt collection, fraud, bribery, data theft, breach of confidentiality, unfair competition, repeated payment violations, damage to reputation, bankruptcy, loss of legal authority, or unauthorized transfer, BOZBAY may immediately terminate the agreement.
Article 30 — Penalty Clauses and Damages
To the extent permitted by applicable law, the penalty clause set forth in Annex 8 shall apply to the misuse of the BOZBAY name, secret dealing, customer solicitation, withholding of BOZBAY funds, and the unauthorized registration or post-termination use of trademark assets. The right to claim additional damages and seek injunctive relief is reserved.
Article 31 — Consequences of Termination
The franchisee, BOZBAY, shall immediately cease all use of the franchise, remove all signage, transfer digital assets and passwords, return or securely delete confidential materials, transfer customers and projects, close all accounts, and cease to act as if any relationship still exists.
Article 32 — Force Majeure
The party affected by an event beyond its control shall provide notice, mitigate the effects, and resume performance. Payment obligations for work that has been completed or for which payment has been collected do not cease. A prolonged force majeure event may give rise to the right to terminate the contract under the agreed terms.
Article 33 — Governing Law and Disputes
The applicable law, language of the agreement, negotiation period, mediation or arbitration rules, venue, number of arbitrators, and the court for interim relief are to be specified in Annex 9. A structure that is enforceable in both countries must be selected.
Article 34 — Notices
Official notices shall be sent to the addresses and email addresses listed in Appendix 1 using methods recognized by applicable law. Changes are valid only upon written notice.
Article 35 — Transfer and Change of Control
The Franchisee may not assign, pledge, sublicense, or transfer control of the agreement without prior written approval. BOZBAY may assign the agreement to an affiliated company or successor that owns the Franchise System.
Article 36 — Integrity of the Agreement and Amendments
This Agreement and its attachments supersede all prior discussions regarding the franchise. Any amendments, waivers, and approvals must be made in writing by authorized representatives. A single instance of non-enforcement does not constitute a permanent waiver.
Article 37 — Severability and Language
Invalid provisions shall be limited or amended to the extent necessary to preserve the lawful commercial purpose. If the document is signed in more than one language, the primary language is specified in Annex 9.
Article 38 — Electronic and Handwritten Signatures
To the extent permitted by law, the contract may be executed in separate copies and with electronic signatures. The signature is binding on the company only if it is provided by a duly authorized representative and complies with the necessary corporate approval, identity verification, and local formal requirements.
CHAPTER IV — APPENDICES, SIGNATURES, AND APPLICATION FORMS
Appendix 1 — Parties, Region, and Authorized Representatives
Business names, registrations, addresses, beneficial owners, official correspondence, authorized Region, office, and signature authority are to be filled in.
Appendix 2 — Authorized Services Catalog
It covers design, product development, interior design, branding, graphic design, marketing, social media, photography, video, web, e-commerce, mobile apps, UI/UX, CRM, business development, exports, lead generation, BOQ, cost estimates, and technical proposals.
Appendix 3 — Authority Matrix
It defines promotional activities, discovery, scope, pricing, discounts, customer agreements, billing, delivery confirmation, publication, and system access permissions.
Appendix 4 — Financial Terms
It governs franchise fees, the 60%/40% split, direct cost rules, reconciliation dates, currency, bank, taxes, and the consequences of late payments.
Appendix 5 — Local Marketing Plan
It defines the monthly advertising budget, channels, campaign approval, content calendar, lead target, reporting, events, and local market responsibilities.
Appendix 6 — Performance Standards
Defines minimum leads, meetings, proposals, conversions, revenue, collections, CRM completion, customer satisfaction, and quarterly evaluations.
Appendix 7 — Privacy, Anti-Circumvention, and Legally Permitted Restrictions
It specifies the protected customers, employees, suppliers, regions, time periods, and restrictions subject to local law.
Appendix 8 — Breach, Remedy, and Penalty Clause
It includes ordinary and material breaches, the cure period, suspension, termination, and the amount or formula for the penalty clause to be determined by legal counsel.
Appendix 9 — Governing Law, Arbitration, and Language of the Agreement
The applicable law, arbitration institution, venue, language, number of arbitrators, court of interim relief, and main text must be filled in.
Appendix 10 — Certificate of Opening
The agreement is signed following company verification, payment, office approval, training, system setup, website/pages, advertising plan, and brand review.
Appendix 11 — Project Agreement Form
Project code, client, contract amount, collection, tax, refund, advertising placement fee, direct cost, distributable amount, 60% and 40% shares, transfer date, and signatures.
Appendix 12 — Certificate of Withdrawal and Transfer
Confirms the removal of signage, domain name/account transfer, CRM and customer records, file return/deletion, financial close, and the termination of brand use. AUTHORIZATION MATRIX Activity Local Office BOZBAY Turkey Introductory meeting Franchisee May manage BOZBAY optional Technical meeting Joint meeting required Technical scope Managed by BOZBAY Final price and discounts No unilateral authority Requires written approval from BOZBAY Customer contract YAuthorized signatories only; BOZBAY approval required Project delivery; no delivery before approval; BOZBAY quality approval Brand publication; draft prepared locally; BOZBAY approval required prior to publication
PROJECT ALLOCATION FORMULA Distributable Project Revenue: Amount actually collected − applicable taxes − refunds − advertising expenses passed on to the customer − pre-approved direct third-party project costs = Distributable Project Revenue. BOZBAY’s share: 60%. Franchisee’s share: 40%.
SIGNATURES The signatories confirm that they are duly authorized to bind their respective companies and that they have read and accepted this Agreement and its attachments.
PARTY A / FRANCHISOR PARTY B / FRANCHISEE Business Name
First Name, Last Name, and Title
Signature / Company Stamp
Effective Date
Location
Witness (optional): ________________________________ OPENING CERTIFICATE ☐ Company review completed ☐ Franchise fees paid or secured ☐ Office approved ☐ Team assigned and trained ☐ CRM and reporting systems are active ☐ Website, pages, and advertising accounts have been approved ☐ Local monthly advertising plan has been approved ☐ Brand Manual has been accepted ☐ Opening date has been confirmed Approved by BOZBAY: ________________________ Date: ______________
