Appointment of "REGIONAL DIRECTOR"
LARRY DAY and DEAN M. MOLINSKY (collectively "Director") has applied for
the position of a WHY USA Regional Director. The responsibilities of "Regional
Director" include providing advice and assistance for the continued
improvement of WHY USA Development, an Arizona corporation ("WHY USA") ;
participating in strategic planning for the success of WHY USA; and providing
training to WHY USA Franchise owners within the specified Region.
WHY USA has determined that Director is qualified to be appointed as a WHY USA
Regional Director and hereby appoints Director to the position of "Regional
Director." Director agrees to accept such position in accordance with the
following guidelines:
1. Director's region shall consist of the geographic area specified in
Director's Franchise Agreement and designated as the "expanded protected
area."
2. WHY USA will conduct and Director, at their expense, will attend three
Regional Leadership Conferences ("Conferences") each year. Regional Leadership
Conferences are conducted in conjunction with WHY USA National Future Forums
each spring, summer and fall. Conferences provide a forum to discuss the
recent progress of WHY USA, review existing and proposed WHY USA listing,
selling, marketing and management techniques and recommend improvements for
the operation of a WHY USA Franchise Office. Conferences are held at WHY USA
National Headquarters or other locations designated by WHY USA and customarily
commence at noon on Thursday with a luncheon and conclude at 5:00 p.m. on
Friday.
3. Director agrees to participate fully and actively in Conferences. Within
thirty days following the conclusion of each Conference, Director agrees to
share information specified by WHY USA with WHY USA Franchisees, sales agents
and of office managers operating in Director's region. At a minimum Director
will conduct, at its expense, a one day seminar in the Director's region to
present this information.
4. Director agrees to personally communicate with Franchise Owners in
Director's region on a weekly basis by telephone or in person. Each
communication should attempt to provide franchise owners with useful
information concerning the implementation of the WHY USA System.
5. Director agrees to provide a maximum of five hours per month of on site
training and/or general assistance to each franchise office in Director's
region. The two yearly reviews (usually held in January & July) and the
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three Leadership Conference updates shall apply to satisfy five hour servicing
obligation to offices in the region for the month in which these meetings
occur.
6. Director agrees to assist WHY USA Franchisees in Director's region with the
establishment of a cooperative advertising policy and, upon request, to
administer the disbursement of advertising contributions to WHY USA from
offices in the Director's region.
7. Director agrees to assist Regional Franchise Offices in recruiting
qualified sales agents by arranging for promoting and conducting, at its
expense, monthly "Agent Opportunity Seminars" where Director, or its
designated representative will present the sales agent benefits of the WHY USA
System.
8. Director agrees to assist WHY USA Franchisees in Director's region to
determine that their marketing programs, operational procedures and
listing/selling techniques are consistent with local laws and customs;
provided, however, the parties acknowledge that conformance to local laws and
customs is the ultimate responsibility of the WHY USA Franchise Owner.
9. Director agrees to assist WHY USA by completing biannual compliance reviews
of the books, records, office facilities and client satisfaction level of WHY
USA Franchises located in the Director's Region pursuant to guidelines
established by WHY USA. These reviews shall be scheduled in January and July
of each year.
10. Director agrees to provide other on site support, training and general
assistance to Regional Offices as reasonably requested by WHY USA from time to
time.
11. Director is a independent contractor and WHY USA does not dictate the
manner in which it performs the activities outlined herein. Director and WHY
USA agree to indemnify and hold each other harmless with respect to their
individual activities.
12. WHY USA may share highly confidential information with Director.
Information designated as "confidential" by WHY USA shall not be revealed by
Director to any other party without specific written authorization of WHY USA.
13. As long as Director continues to perform the functions outlined herein and
remains a WHY USA Franchise owner in good standing, WHY USA shall pay a
"Director's Fee" to Director consisting of thirty-five percent (35%) of the
royalties or
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transaction fee revenue paid to WHY USA each month by WHY USA offices located
within Director's region. Director's Fees are paid to Director as an
independent contractor and Director shall be responsible for all related
taxes.
14. This APPOINTMENT OF REGIONAL DIRECTOR and Director's acceptance of the
appointment shall continue as long as Director performs the functions set
forth herein and remains a WHY USA Franchise owner, except that Director, at
its option, may terminate this agreement upon sixty days notice to WHY USA.
Said notice shall not affect the rights and obligations of Director of WHY USA
pursuant to the Franchise Agreement or any other arrangement.
WHY USA hereby appoints and Director accepts the position of REGIONAL DIRECTOR
in accordance with these terms on this day of ___ August, 1992.
WHY USA DEVELOPMENT CORPORATION,
an Arizona corporation
By: /s/ signature illegible
Its: Vice President
REGIONAL DIRECTOR(s)
/s/ Larry Day
Larry Day
/s/ Dean M. Molinsky
Dean M. Molinsky
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EXHIBIT "A
EXPANDED PROTECTED AREA
That portion of the State of Iowa beginning at the intersection of Highway 169
and the Iowa - Minnesota border, then going south along Highway 169 to the
intersection of Highway 109 and Highway 92, including the city limits of
Winterset, Iowa, then going east on Highway 92 to Grandview, Iowa, including
the geographic area encompassed by the city or town limits of cities or towns
that border on Highway 92, including the cities of Indianola, Iowa, Knoxville,
Iowa, Oskaloosa, Iowa, and Grandview, Iowa, and continuing east in a straight
line until it reaches the Iowa -Illinois border, then north on Iowa - Illinois
border to the Minnesota - Iowa border then west along Iowa - Minnesota border
to the intersection of Highway 169 and the Iowa - Minnesota border.
