# Completing the Awake Territory Agreement This is a general adaptation of a territory operating agreement supplied by Amit Rathore. It is intended for a business appointing a local or regional operator. It is not a universal franchise, distribution, sales-agency, or licensing agreement, and no professional legal review is recorded. ## Define the relationship Identify the actual legal parties, their existence, and signatory authority. If a business has not yet formed, resolve who is bound before formation and how obligations will be assumed. Describe the Business narrowly enough to know which products, services, channels, and customer segments the grant covers. Describe the Territory using an objective map or boundary definition. Record any excluded national accounts, existing channels, or reserved activities expressly; the template otherwise includes existing and future attributable business, including Company-originated and online business. ## Complete the commercial fields The source agreement used a five-year term, a 90-day launch, a 30-day cure period, quarterly settlement within 30 days, and an 85% Operator / 15% Company split. These are examples from the source, not recommended rates or default terms. The general template leaves them open for agreement. Replace every bracketed field and make the two percentages total 100%. Specify launch objectives and continuing standards, dependencies on Company, and regular review dates. An effort target is not a guarantee of a result. Identify any binding minimum expressly. Define the resources, training, system access, and support Company must provide in return. There is no automatic renewal or termination for convenience. If either is intended, add negotiated notice periods, any exit payment, customer transition duties, and the effect on already-earned income. Decide whether insurance, indemnities, liability limits, a force-majeure clause, or specific service levels are needed; the template does not prescribe those allocations. ## Define the money before setting percentages Section 7 uses cash receipts and a narrow list of transaction deductions. For a marketplace or intermediary, revenue is generally its own fees under this template, not third-party money passing through its accounts. If the business buys and resells goods, fulfills orders, or provides services with substantial direct costs, expressly decide whether inventory, cost of goods, shipping, fulfillment, subcontractors, or other costs should be deductible. They are not automatically deductible merely because the business incurs them. Agree whether attribution follows a customer's location, a supplier's location, a service location, or an assigned account. Decide how remote sales, national accounts, returns, cross-territory work, and existing customers are treated. Avoid contradictory location rules or duplicate allocations. Attach worked examples using the business's actual transaction flow. Example only: if included receipts are 10,000 and permitted deductions are 2,000, Territory Net Income is 8,000. At an agreed 85/15 split, Operator receives 6,800 and Company retains 1,200. Operator's ordinary operating costs are paid from its own share unless the Parties expressly agree otherwise. These numbers are not a forecast or earnings claim. The draft carries negative settlement balances forward against future positive Territory Net Income, without an automatic cash clawback. Decide whether refunds after payout, reserves, bad debt, currency conversion, or final negative balances need different treatment. Any change should be explicit and consistent in Sections 7, 8, and 18. Allocate merchant-of-record, customer contracting, collections, tax collection, invoicing, refunds, fulfillment, and support duties before operations begin. The Agreement does not by itself create a tax-compliant funds flow. ## Review classification and regulation Brand use, assistance or control, and required payments can bring an arrangement within franchise rules. Calling it a territory agreement or independent business relationship does not resolve that classification. See the [FTC Franchise Rule resources](https://www.ftc.gov/legal-library/browse/rules/franchise-rule) for the U.S. federal framework; local law and exemptions also require review. Have counsel assess franchise disclosure or registration, dealership and commercial-agency protections, competition and territorial restrictions, employment classification, and industry-specific licensing before offering or signing the agreement. A governing-law clause may not override mandatory rules where operations occur. Replace jurisdiction fields with appropriate choices rather than carrying over the source's Ohio/California provisions. Data rights are not ownership of people or their information. Confirm authorized uses, privacy notices, consent, security, breach response, and any required data-processing agreement. Record any new-work-product ownership or license in a separate signed instrument. ## Understand the changes from the source The adaptation preserves the source's exclusive operator model, broad coverage of existing/inbound/central business, narrow transaction deductions, performance notice and cure, Company ownership of its systems, and mutual consent for material economic changes. It removes named people, companies, cities, wine-specific duties, technology-specific systems, fixed percentages and targets, and fixed jurisdictions. It adds defined Company support, cash-receipt and pass-through rules, no double counting, negative-period treatment, record retention and inspection, confidentiality exclusions, and data obligations. It also makes substantive choices: conversion to non-exclusive status alone does not change the income allocation; later cash receipts from pre-termination binding orders or performed services remain payable; immediate termination for reputational concerns is narrowed to unlawful conduct causing material harm; and successor assignment requires written assumption of obligations. Review these choices rather than treating them as mere word substitutions. ## Before execution Read all 26 sections and complete the Commercial Terms. Attach each referenced schedule, identify overrides expressly, resolve all optional arrangements, confirm notices and signature authority, and obtain independent legal and tax advice. Remove the publication notice from an execution copy if appropriate; keep version history and the agreed final text in the Parties' records. The Markdown is canonical. The online page and Word are generated from it, and the PDF is rendered from Word. Report inconsistencies through the contribution process before relying on a copy.