ITEM 1.
THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND
AFFILIATES
This Disclosure Document
describes Ecowash Mobile master licenses. To simplify the language in this
Disclosure Document, "we," "us," "our,"
"Ecowash," or "Master Licensor" means Ecowash Mobile USA
Inc., the master licensor. "You," "your," or "Master
Licensee" means the purchaser of a master license. If the purchaser of a
master license is a partnership, corporation, limited liability company, or any
other type of entity (collectively, an "Entity"), "you"
means both the purchaser and its partners, shareholders, members, or other
equity owners.
Ecowash is a Georgia corporation that was incorporated on December 27, 2007. We do not do business under
any other name than Ecowash or Ecowash Mobile. The mailing address of our
principal place of business is P.O. Box 375, North Richmond NSW 2754, Australia. Initially, our management and staff will be offering master licenses and
supporting master licensees from temporary office locations in the United States. In 2008, we intend to establish a permanent headquarters in the United States. To the extent that we have designated agents for service of process in other
states, they are listed in Exhibit H. We do not operate businesses similar to the master
licenses being offered in this Disclosure Document. We began offering Ecowash
master licenses in January 2008 and have never offered any other master
licenses or franchises in any other line of business.
Ecowash is a wholly-owned
subsidiary of Ecowash Mobile International Pty Ltd ("EMI"), a
proprietary limited company incorporated under the laws of New South Wales, Australia that is the corporate trustee for The Ecowash Mobile Unit Trust. The mailing
address of EMI''s principal place of business is P.O. Box 375, North Richmond, New. South .Wales, Australia. EMI owns the intellectual property rights to the
Ecowash concept and has licensed those rights to us by a License Agreement
dated January 1, 2008. EMI has offered Ecowash Mobile master licenses and
franchises in Australia since August 2004 and sold one master license in the United States in August 2007. EMI''s sole master licensee in the United States intends to
rescind his agreement with EMI and sign a Master License Agreement with us. EMI
is not offering and has not offered any additional master licenses or
franchises in the United States. EMI has never offered master licenses or
franchises in any other line of business.
EMI also owns an
interest in two joint venture companies that are affiliated with Ecowash
-Ecowash Mobile Middle East ("EMME") and Ecowash Mobile Europe Ltd.
("EME"). EMME has offered master licenses and franchises in the Middle East since July 2006. EME has offered master licenses and franchises in Europe since February 2007.
The Ecowash Mobile Master
License Business
We franchise the right to
operate Master Businesses which operate corporate Mobile Units and Fixed Units
(collectively, "Master Units") and offer, sell, and support
franchises which operate Mobile Units and Fixed Units (collectively,
"Franchised Units"). Ecowash Mobile Master Units and Franchised Units
(collectively, "Ecowash Businesses") provide waterless car cleaning,
washing, polishing, and detailing services at a customer''s location or at a
fixed location. We use our proprietary car cleaning and polishing products
("Products") to provide car care services ranging from a basic
ecowash (exterior wash, polish, and protection) to an extreme ecowash (a
complete car detail to showroom and car show standards). Our customers
typically range from individual car owners to government departments,
automobile dealers, and corporate fleets.
Ecowash Businesses operate
under the marks ECOWASH MOBILE and certain other trademarks, service marks,
trade names, signs, associated designs, artwork, and logos (collectively, the
"Marks") and are identified by our color schemes, signage, and other
identification schemes (collectively, the "Trade Dress"). We may
designate other trade names, service marks, and trademarks as Marks and may
change any of the Marks from time to time. We may periodically change, add to,
or cease to use any elements of the Trade Dress.
Ecowash Businesses operate
under a prescribed system of specifications and operating procedures that we
and our affiliates have developed (the "System"). The distinguishing
characteristics of the System include, but are not limited to, our Products;
specially equipped Mobile Units to transport the Products to customer sites;
our proprietary waterless car cleaning and polishing methods; specifications
for additional equipment and accessories; specifications for Fixed Units; our
Trade Dress; the accumulated experience reflected in our training program,
operating procedures, customer service standards, and marketing techniques; and
the policies, procedures, standards, and specifications set out in our
operations manuals ("Manuals")- We periodically change, improve, add
to, and further develop the elements of the System.
As a master licensee, you are
offered the right to operate one or more Master Units within a territory (the
"Territory") with limited territorial exclusivity. In addition, you
are offered the right to subfranchise Franchised Businesses to approved
franchisees ("Franchisees") within defined service areas in the
Territory. Our current form of Master License Agreement is contained in Exhibit A to this Disclosure Document.
You or your affiliates (as defined in Section 1.4 of the Master License
Agreement) must have in operation at least one Mobile Unit before you may offer
any Franchised Businesses and must have at least one Mobile Unit in operation
at all times. You have no obligation to open any additional Master Units, but
may do so with our approval. You will have no right to use the Marks or the
System at any location outside of the Territory or in any wholesale,
e-commerce, or other channel of distribution besides the retail operation of Master
Units in the Territory and sale and support of Franchised Businesses in the
Territory. We have the right to use, or license the use of, the Marks or any
other trademarks or service marks at any location outside of your Territory.
Before offering any Franchised
Businesses, you must prepare a franchise disclosure document (the
"FDD") that you will deliver to each prospective Franchisee. We will
provide you with a template of the FDD that you must adapt and complete with
your own information and financial statements. Depending on the location of
your Territory, you may have to register your FDD or yourself with one or more
state authorities or make other state filings before offering Franchised
Businesses.
You must actively market the
Ecowash franchise concept to qualified prospective Franchisees in your
Territory. You must develop Ecowash Businesses in accordance with the
development schedule specified in your Master License Agreement (the
"Development Schedule"). You may satisfy the Development Schedule through
any combination of Master Units and Franchised Units, provided that you at all
times have at least one Master Unit in operation. If you fail to have the
number of Ecowash Businesses specified in the Development Schedule in operation
by the deadlines set forth in the Development Schedule ("Development
Deadlines"), we will have the right, with respect to part of all of the
Territory, to (i) terminate
your right to add Master Units or subfranchise, and/or (ii) terminate your limited
territorial protection. However, termination of your specific rights will not
affect your rights or obligations with respect to Ecowash Businesses already in
operation.
We must approve each of your
prospective Franchisees before you can enter into any agreements with them. Your
approved Franchisees must sign a form of franchise agreement that we will
provide you and that you may not modify without our consent (the
"Franchise Agreement"). Our current form of Franchise Agreement is
contained in Exhibit
B to this
Disclosure Document.
You must assist your
Franchisees with generating business and securing accounts in their
sub-territory and must ensure that your Franchisees are actively and diligently
promoting the Ecowash concept in their sub-territory. In addition, you must at
all times employ sufficient trained staff in your office to fully support your
Master Business and your Franchisees. You must ensure that your Franchisees
adhere to the terms of their Franchise Agreement and comply with the specifications
set forth in the Manuals.
Market and Competition
The market for waterless car
washing and detailing is a new and developing segment of the car washing
industry. We are not aware of any competitors in the United States that offer
waterless car washing and detailing services, although some do employ
water-saving technologies. While our niche is new, the overall market for car
washing and polishing services is mature and is competitive. Your competitors
may include both fixed site and mobile car detailing services, independent car
washes, and other national and regional car washing and detailing centers.
Industry-Specific
Regulations
We are not aware
of any laws or regulations that are specific to the operation of waterless car
care services. However, you will have to comply with laws and regulations that
are applicable to business generally (such as workers'' compensation, OSHA, and
Americans with Disabilities Act requirements). In addition, you will have to
comply with federal franchise statutes and regulations, including the FTC Rule,
and any applicable state franchise or business opportunity statutes or
regulations. Federal, state and local governmental laws, ordinances and
regulations periodically change. It will be your responsibility to ascertain and comply
with all federal, state and local governmental requirements. We do not assume
any responsibility for advising you on these regulatory matters. You should consult with your
attorney about laws and regulations that may affect your Master Business.
