Sample Franchise Agreement

Article 1 Introduction
1.1 The SYSTEM.
SHOPPE COMPANY has through the investment of considerable time and money developed a uniue and distinctive
system of high uality ice cream shops !the" #SYS$EM#% operated in association &ith the MA'(S prominently featuring
the sale of HAA)EN*+A,S- P'O+.C$S and menu items prepared &ith HAA)EN*+A,S- P'O+.C$S" $he SYS$EM
includes proprietary and distinctive products/ product specifications/ ingredients/ menu items/ recipes/ techniues/
training methods/ production methods/ operating methods/ designs and decor/ uniform apparel/ color schemes/
furnishings/ mar0eting materials/ promotional strategies/ and customer service reuirements !the #SYS$EM
S$AN+A'+S#%/ all of &hich may be modified from time to time by SHOPPE COMPANY/ and &hich are directed to&ard
promoting HAA)EN*+A,S- P'O+.C$S in a manner that &ill enhance the good &ill associated &ith the MA'(S and
the SYS$EM"
1.2 FRANCHISEE'S Desire to be !rt o" the SYSTEM.
1'ANCH2SEE desires to be part of the SYS$EM and to establish/ o&n and operate a HAA)EN*+A,S- SHOP at the
SHOP P'EM2SES/ sub3ect to and in accordance &ith all of the terms and conditions of this A)'EEMEN$/ and in
adherence and conformity to the SYS$EM S$AN+A'+S"
1.# SH$E C$MANY'S Desire to %r!nt FRANCHISE.
SHOPPE COMPANY desires to grant 1'ANCH2SEE a franchise to establish and operate a HAA)EN*+A,S- SHOP at the
SHOP P'EM2SES/ sub3ect to the terms and conditions of this A)'EEMEN$/ and conditioned upon 1'ANCH2SEE4S
continual adherence and conformity to the SYS$EM S$AN+A'+S"
5"6 Agreement of the Parties"
Consistent &ith these introductory Sections/ and in consideration of the mutual promises and covenants contained in
this A)'EEMEN$/ SHOPPE COMPANY and 1'ANCH2SEE agree to be bound by the terms of this A)'EEMEN$"
Article 7 Certain +efinitions
1or the purposes of this A)'EEMEN$/ the follo&ing terms shall have the follo&ing meanings8
2.1 HAA%EN&DA'S( R$D)CTS.
#HAA)EN*+A,S- P'O+.C$S# means Haagen*+a9s- brand ice cream/ sorbet/ fro9en yogurt/ other fro9en dessert
products and other food items/ manufactured under a license from the o&ner of the MA'(S/ for distribution and sale
in association &ith the MA'(S/ as modified/ added to/ or deleted from time to time by SHOPPE COMPANY"
2.2 HAA%EN&DA'S( SH$.
#HAA)EN*+A,S- SHOP# means a retail ice cream store operated as part of the SYS$EM/ either directly by SHOPPE
COMPANY/ or under a &ritten franchise agreement granted by SHOPPE COMPANY"
2.# MAR*S.
#MA'(S# means the Haagen*+a9s name and trademar0s/ service mar0s/ logos/ trade dress/ and other commercial
symbols"
2.+ N$TICE.
#NO$2CE# means a communication satisfying the reuirements of Article 7:"
2., SH$.
#SHOP# means the HAA)EN*+A,S- SHOP established and operated by 1'ANCH2SEE under the terms of this
A)'EEMEN$" 1or the purposes of determining compliance &ith the SYS$EM S$AN+A'+S/ #SHOP# also includes any
facility/ &hether or not a part of the SHOP P'EM2SES/ &here SHOPPE COMPANY permits 1'ANCH2SEE to store/ handle
or display food/ or other items/ &hich are sold or used at the SHOP"
Article # Site Selection- SH$ construction- !nd E.C/)SI0E TERRIT$RY
$he terms and conditions of E;hibits A" </ C/ and + to this A)'EEMEN$ !respectively #E=H2<2$ A# E=H2<2$ <#
#E=H2<2$ C# and #E=H2<2$ +#% form a part of this A)'EEMEN$/ and are incorporated into this A)'EEMEN$ to the
same e;tent as if fully set forth under this Article >"
#.1 Site Selection rocess1 Desi2n!tion o" SH$ REMISES.
2f this A)'EEMEN$ &as issued in connection &ith a NE? HAA)EN*+A,S- SHOP/ then the SHOP P'EM2SES &ill be
designated under the terms of E=H2<2$ A" 2f this A)'EEMEN$ &as issued in connection &ith a S.CCESS2@E $E'M
1'ANCH2SE/ then the SHOP P'EM2SES are designated on E=H2<2$ +"
#.2 Sho3 Desi2n !nd Construction.
1'ANCH2SEE &ill adhere to SHOPPE COMPANY4S procedures and reuirements for the design and construction of the
SHOP/ as more particularly described by E=H2<2$ <"
!a% 2n the case of a NE? HAA)EN*+A,S- SHOP/ 1'ANCH2SE &ill diligently construct the SHOP at the SHOP
P'EM2SES/ if and after SHOPPE COMPANY designates the SHOP P'EM2SES in accordance &ith E=H2<2$ A/ time being
of the essence"
!b% 2n the case of a S.CCESS2@E $E'M 1'ANCH2SE/ 1'ANCH2SEE shall completely remodel the SHOP/ &ithin one
year from the COMMENCEMEN$ +A$E identified on E=H2<2$ +/ time being of the essence"
!c% 1'ANCH2SEE shall not commence !or recommence% operations at the SHOP unless and until SHOPPE
COMPANY determines that the SHOP reasonably conforms to the plans and specifications approved by SHOPPE
COMPANY in accordance &ith E=H2<2$ <"
#.# E.C/)SI0E TERRIT$RY.
$he parties ac0no&ledge and agree that the E=CA.S2@E $E''2$O'Y/ if any/ &ill be determined by SHOPPE COMPANY
in accordance &ith E=H2<2$ C"
!a% 2n the case of a NE? HAA)EN*+A,S- SHOP/ SHOPPE COMPANY &ill provide 1'ANCH2SEE &ith &ritten
information sufficient to determine the E=CA.S2@E $E''2$O'Y/ if any/ using a document similar to E=H2<2$ +/ or
some other form of &ritten communication SHOPPE COMPANY considers appropriate/ &hen SHOPPE COMPANY
designates the SHOP P'EM2SES in accordance &ith E=H2<2$ A"
!b% 2n the case of a S.CCESS2@E $E'M 1'ANCH2SE/ information sufficient to determine the E=CA.S2@E
$E''2$O'Y/ if any/ is set forth on E=H2<2$ +"
Article + %r!nt
+.1 The 4FRANCHISE.4
Sub3ect to the provisions of this A)'EEMEN$/ SHOPPE COMPANY hereby grants 1'ANCH2SEE the personal/ limited
right and license !the #1'ANCH2SE#% to/ during the $E'M/ operate the SHOP/ at the SHOP P'EM2SES/ in association
&ith the MA'(S/ and in compliance &ith the SYS$EM S$AN+A'+S"
+.2 No Ri2ht to Reloc!te- or Conduct S!les A5!6 "ro7 the SH$.
$his A)'EEMEN$ does not grant 1'ANCH2SEE any right to relocate the SHOP" $his A)'EEMEN$ does not grant
1'ANCH2SEE any right to sell any goods or services associated &ith the MA'(S or the SYS$EM/ e;cept on a retail
basis from the SHOP" ?ithout limiting the foregoing/ this A)'EEMEN$ does not grant 1'ANCH2SEE any right to engage
in &holesale sales/ mail order sales/ catalog sales/ special events sales/ catering/ internet*based sales !e*Commerce%/
or any other sale to a customer &ho is not physically present in the SHOP at the time of purchase" 2f SHOPPE
COMPANY from time to time permits 1'ANCH2SEE to engage in any sales a&ay from the SHOP/ then those sales shall
not result in any enlargement of the E=CA.S2@E $E''2$O'Y/ and 1'ANCH2SEE shall fully adhere to SHOPPE
COMPANY4S reuirements and policies pertaining to those sales a&ay form the SHOP/ &hich shall be deemed to be a
part of the SYS$EM S$AN+A'+S to &hich 1'ANCH2SEE shall adhere"
Article , Co77ence7ent- TERM !nd Rene5!l
,.1 The 4TERM.4
$he term of the 1'ANCH2SE !the #$E'M#% &ill commence on the #COMMENCEMEN$ +A$E# determined under this
Article B/ and &ill end on the E=P2'A$2ON +A$E determined under this Article BC unless this A)'EEMEN$ is sooner
cancelled or terminated in accordance &ith its provisions"
,.2 NE8 HAA%EN&DA'S( SH$.
Each of the provisions of this Section B"7 applies if/ and only if/ this A)'EEMEN$ &as entered into in contemplation of
a NE? HAA)EN*+A,S- SHOP"
,.2.1 C$MMENCEMENT DATE.
$he COMMENCEMEN$ +A$E &ill be the day the SHOP first opens for business"
B"7"7 Co77ence7ent o" $3er!tions.
1'ANCH2SEE shall e;ert its best efforts to open the SHOP on or before the day that is e;actly > years from the date of
this A)'EEMEN$ !appearing on the top of the CO@E' SHEE$% !the #O.$S2+E OPEN2N) +A$E#%"
,.2.# E.IRATI$N DATE.
$he E=P2'A$2ON +A$E is the day immediately before the tenth anniversary of8
!a% the COMMENCEMEN$ +A$EC or
!b% the O.$S2+E OPEN2N) +A$EC &hichever is earlier"
,.2.+ F!ilure to $3en b6 $)TSIDE $ENIN% DATE.
2rrespective of the cause of any delay/ if 1'ANCH2SEE fails to open the SHOP for business by the O.$S2+E OPEN2N)
+A$E/ then/ SHOPPE COMPANY shall have the absolute right to elect to8
!a% permit 1'ANCH2SEE additional time to open SHOP under this A)'EEMEN$/ provided ho&ever that the
E=P2'A$2ON +A$E shall remain the sameC or
!b% reuire 1'ANCH2SEE to enter into SHOPPE COMPANY4S most current form of franchise agreement in
replacement of this A)'EEMEN$/ and permit 1'ANCH2SEE additional time to open Shop/ in &hich case SHOPPE
COMPANY may at its election reuire that the E=P2'A$2ON +A$E remain the same/ or may e;tend the E=P2'A$2ON
+A$EC or
!c% cancel this A)'EEMEN$ and return the 1'ANCH2SE 1EE paid by 1'ANCH2SEE under Article D/ less EB/:::/ &hich
SHOPPE COMPANY shall have an absolute right to retain/ in &hich case SHOPPE COMPANY shall have no further
obligations to 1'ANCH2SEE under this A)'EEMEN$"
,.2., Rene5!l $33ortunit6.
1'ANCH2SEE shall have the opportunity to continue the operation of the SHOP during a second 5:*year term !the
#'ENE?AA $E'M#%/ sub3ect to and conditioned upon each and every one of the follo&ing provisions8
,.2.,.1 8ritten Re9uest "or %r!nt o" RENE8A/ TERM.
2f 1'ANCH2SEE desires to continue to operate the SHOP for the 'ENE?AA $E'M/ then 1'ANCH2SEE must in &riting/ at
least 5F: days before the E=P2'A$2ON +A$E/ but no more than 7D: days before the E=P2'A$2ON +A$E/ reuest that
SHOPPE COMPANY issue its then current standard form franchise agreement for rene&al terms !a #'ENE?AA
A)'EEMEN$#%/ contemplating a single ten*year franchise term for the SHOP/ at the SHOP P'EM2SES" 1'ANCH2SEE
ac0no&ledges and agrees that terms of a 'ENE?AA A)'EEMEN$/ including the amount of the 'OYAA$Y payable during
the 'ENE?AA $E'M/ may be substantially different from the terms of this A)'EEMEN$/ and may be substantially
different from the terms of the standard form franchise agreement that SHOPPE COMPANY is then issuing in
connection &ith a ne& HAA)EN*+A,S- SHOP"
,.2.,.2 $3er!tion in Co73li!nce 5ith SH$E C$MANY Re9uire7ents. SHOPPE COMPANY shall
have no obligation to issue a 'ENE?AA A)'EEMEN$ to 1'ANCH2SEE/ unless 1'ANCH2SEE meets each and every one
of the follo&ing conditions/ each of &hich 1'ANCH2SEE agrees is reasonable"
!a% 1'ANCH2SEE shall have continuously been/ during the last 7 years of the $E'M/ current in its financial
obligations to SHOPPE COMPANY/ SHOPPE COMPANY4S affiliates/ and SHOPPE COMPANY4S designated suppliers/ under
this A)'EEMEN$/ and under any other agreement e;isting bet&een SHOPPE COMPANY and 1'ANCH2SEE"
!b% 1'ANCH2SEE shall have continuously/ during the last 7 years of the $E'M/ operated the SHOP/ as &ell as any
other HAA)EN*+A,S- SHOP in &hich 1'ANCH2SEE has an interest/ in accordance &ith SHOPPE COMPANY4S
operational reuirementsC and/ in particular/ during such time period shall have received only passing scores during
any operational audit or inspection/ irrespective of &hether a non*passing score resulted in a NO$2CE of default/ and
irrespective of &hether deficiencies identified &ere timely corrected"
!c% 1'ANCH2SEE shall have/ during the last 7 years of the $E'M/ consistently operated the SHOP in accordance
&ith each of the terms of this A)'EEMEN$ and the SHOP OPE'A$2ONS MAN.AA/ and/ during such period/ shall not
have been declared to be in default of any of the terms of this A)'EEMEN$/ or any other franchise agreement e;isting
bet&een SHOPPE COMPANY and 1'ANCH2SEE"
!d% 1'ANCH2SEE shall have/ during the last 7 years of the $E'M/ consistently participated in all mar0eting
promotions conducted by SHOPPE COMPANY"
!e% 1'ANCH2SEE shall meet SHOPPE COMPANY4S then current financial reuirements for the grant of a 'ENE?AA
$E'M/ &hich may reuire that 1'ANCH2SEE demonstrate the financial ability to continue to operate the SHOP/ and to
timely remodel the SHOP to the e;tent reuired by SHOPPE COMPANY under Section B"7"B"7!g%/ or the 'ENE?AA
A)'EEMEN$"
!f% 2f reuired by SHOPPE COMPANY/ then 1'ANCH2SEE shall have/ during the last year of the $E'M/ caused its
+ES2)NA$E+ SHOP MANA)E' to attend SHOPPE COMPANY4S training program/ irrespective of any prior training and
e;perience"
!g% 2f reuired by SHOPPE COMPANY/ then 1'ANCH2SEE shall have/ during the last year of the $E'M/ completely
remodeled the SHOP in accordance &ith SHOPPE COMPANY4S procedures to bring the SHOP into conformity &ith
SHOPPE COMPANY4S then current design and operational reuirements"
,.2.,.# RENE8A/ A%REEMENT E:ecution "
2f SHOPPE COMPANY issues a 'ENE?AA A)'EEMEN$ to 1'ANCH2SEE/ then 1'ANCH2SEE must timely e;ecute that
'ENE?AA A)'EEMEN$ in accordance &ith SHOPPE COMPANY4S then current reuirements" 1'ANCH2SEE &ill not be
reuired to pay an initial franchise fee to enter into the 'ENE?AA A)'EEMEN$"
,.# S)CCESSI0E TERM FRANCHISE.
Each of the provisions of this Section B"> applies if/ and only if/ this A)'EEMEN$ is for a S.CCESS2@E $E'M
1'ANCH2SE"
,.#.1 C$MMENCEMENT DATE.
$he COMMENCEMEN$ +A$E is set forth on the E=H2<2$ +"
B">"7 E.IRATI$N DATE.
$he E=P2'A$2ON +A$E is the day immediately before the tenth anniversary of the COMMENCEMEN$ +A$E"
,.#.# No $33ortunit6 to Rene5.
1'ANCH2SEE ac0no&ledges and agrees that this A)'EEMEN$ confers no right to continuation/ rene&al/ or a
subseuent franchise agreement on or after the E=P2'A$2ON +A$E"
,.+ /i7it!tion on Condition!l Rene5!l $33ortunit6.
1'ANCH2SEE understands and agrees that/ e;cept as set forth in Section B"7"B/ &hich Section applies solely in the
case of a NE? HAA)EN*+A,S- SHOP/ this A)'EEMEN$ confers no right to continuation/ rene&al/ or a subseuent
franchise agreement on or after the E=P2'A$2ON +A$E/ and SHOPPE COMPANY shall not have any obligation to
continue its relationship &ith 1'ANCH2SEE in connection &ith the SHOP after the E=P2'A$2ON +A$E" 2f 1'ANCH2SEE
enters the AEASE for a tenancy e;tending beyond the $E'M/ or enters into an e;tension of the AEASE/ a ne& lease for
the SHOP P'EM2SES/ or any other commitment related to the SHOP/ for a period after the $E'M/ then 1'ANCH2SEE
shall be doing so at its o&n ris0"
Article ; SH$E C$MANY'S Obligations
E;cept as e;plicitly set forth in this Article G/ or e;plicitly contemplated by a particular provision of this A)'EEMEN$/
SHOPPE COMPANY has no obligations to 1'ANCH2SEE under this A)'EEMEN$"
;.1 l!ns !nd S3eci"ic!tions.
2n connection &ith the initial construction of the SHOP/ or a remodel of the SHOP if reuired by Sections >"7!b% or
55"5B/ SHOPPE COMPANY shall/ at no charge/ provide 1'ANCH2SEE or 1'ANCH2SEE4S architect &ith standard criteria
for the design and configuration of a typical HAA)EN*+A,S- SHOP/ including e;terior and interior design and layout/
fi;tures/ furnishings/ euipment and signage/ &hich 1'ANCH2SEE shall/ at 1'ANCH2SEE4S e;pense/ adapt to conform
to the characteristics of the SHOP P'EM2SES in accordance &ith the terms of E=H2<2$ <.
;.2 Tr!inin2.
<efore the "initial opening of the SHOP/ SHOPPE COMPANY shall/ at no charge to 1'ANCH2SEE/ provide initial training
for the +ES2)NA$E+ SHOP MANA)E' and up to one additional person in accordance &ith Section 11">"5"
;.# SH$ $ERATI$NS MAN)A/.
+uring the $E'M/ SHOPPE COMPANY shall at no charge loan one copy of the SHOP OPE'A$2ONS MAN.AA to
1'ANCH2SEE in accordance &ith Article 5:"
;.+ Fin!l Ins3ection.
At a mutually convenient time agreed upon sufficiently in advance of the initial opening of the SHOP/ SHOPPE
COMPANY shall/ at no charge to 1'ANCH2SEE/ inspect the SHOP to determine that it reasonably conforms to the plans
and specifications approved by SHOPPE COMPANY under the procedures described by E=H2<2$ <"
;., $3enin2 Assist!nce.
<efore and in connection &ith the initial opening of the SHOP/ SHOPPE COMPANY shall/ at no charge/ provide
1'ANCH2SEE &ith such pre*opening and opening assistance and guidance as SHOPPE COMPANY deems appropriate" 2f
1'ANCH2SEE is a NE? 1'ANCH2SEE/ then the assistance provided by SHOPPE COMPANY under this Section G"B &ill
include the physical presence of one or more SHOPPE COMPANY representatives for a total of at least five person*days
!based on an F*hour &or0 day% before/ during/ andHor 3ust after the SHOP first opens for business"
;.; $n2oin2 Source o" HAA%EN&DA'S( R$D)CTS !nd $ther roducts.
+uring the $E'M" SHOPPE COMPANY &ill designate a source from &hich 1'ANCH2SEE shall purchase HAA)EN*+A,S-
P'O+.C$S/ and &ill designate or approve sources for other items purchased by 1'ANCH2SEE in connection &ith the
operation of the SHOP/ as more particularly described under Section 55"D"
;.= $n2oin2 Ad>ice !nd Assist!nce.
+uring the $E'M/ SHOPPE COMPANY shall/ at no charge/ from time to time provide 1'ANCH2SEE &ith such advisory
assistance/ information/ techniues/ data/ and instructional materials concerning the sale of items from the SHOP/
operation of the SHOP/ mar0eting programs applicable to the SYS$EM/ local mar0eting of the SHOP/ and adherence to
the SYS$EM S$AN+A'+S as SHOPPE COMPANY deems advisable"
Article = Initi!l Fees
=.1 The 4FRANCHISE FEE.4
1'ANCH2SEE shall pay an initial franchise fee !the #1'ANCH2SE 1EE#% to SHOPPE COMPANY/ for the right to enter into
this A)'EEMEN$ and in consideration of the 1'ANCH2SE/ in an amount determined as follo&s8
!a% 2f this A)'EEMEN$ grants the 1ranchise to a Ne& 1'ANCH2SEE for a Ne& Haagen*+a9s- Shop/ then the full
amount of the 1'ANCH2SE 1EE is E>:/:::" $he 1'ANCH2SE
v
**IJK G April 7::G
1EE is due in t&o installments" $he first installment/ in the amount of E5:/:::/ must be paid upon 1'ANCH2SEE4S
signing of this A)'EEMEN$" $he second installment/ in the amount of E7:/:::/ must be paid &ithin 5B days follo&ing
SHOPPE COMPANY4S designation of the SHOP P'EM2SES under the terms of E=H2<2$ A"
!b% 2f this A)'EEMEN$ grants the 1ranchise to an E;isting 1'ANCH2SEE for a Ne& Haagen*+a9s- Shop/ then
the full amount of the 1'ANCH2SE 1EE is E5B/:::" $he 1'ANCH2SE 1EE is due in t&o installments" $he first
installment/ in the amount of E5:/:::/ must be paid upon 1'ANCH2SEE4S signing of this A)'EEMEN$" $he second
installment/ in the amount of EB/:::/ must be paid &ithin 5B days follo&ing SHOPPE COMPANY4S designation of the
SHOP P'EM2SES under the terms of E=H2<2$ A"
!c% 2f this A)'EEMEN$ grants a Successive $erm 1ranchise/ then the full amount of the 1'ANCH2SE 1EE shall be
E5:/:::/ &hich is due and payable upon 1'ANCH2SEE4S signing of this A)'EEMEN$"
=.2 F!ilure to Ti7el6 !6 Second Inst!ll7ent o" FRANCHISE FEE.
2f 1'ANCH2SEE fails to timely pay the second installment of the 1'ANCH2SE 1EE/ if reuired under Section D"5!a% or
D"5!b%/ then SHOPPE COMPANY shall have the absolute right to declare this A)'EEMEN$ void/ retain the first
installment of the 1'ANCH2SE 1EE paid by 1'ANCH2SEE/ and shall other&ise have no remaining obligations to
1'ANCH2SEE under this A)'EEMEN$"
=.# FRANCHISE FEE is Nonre"und!ble.
$he 1'ANCH2SE 1EE is nonrefundable e;cept to the e;tent specifically described in Sections B"7"6!c%/ and D"6/ and
Sections 6"6!a% and Article B of E=H2<2$ A"
=.+ !rti!l Re"und )3on 1ailure To Satisfy 2nitial $raining 'euirement"
2f the initial +ES2)NA$E+ SHOP MANA)E' fails to complete training to the satisfaction of SHOPPE COMPANY/ in
accordance &ith Section 55">"5/ then SHOPPE COMPANY &ill give 1'ANCH2SEE an opportunity to designate a different
initial +ES2)NA$E+ SHOP MANA)E' under Section 55"7/ &ho must complete training to the satisfaction of SHOPPE
COMPANY before the SHOP first opens for business" 2f the second initial +ES2)NA$E+ SHOP MANA)E' also fails to
complete training to the satisfaction of SHOPPE COMPANY/ or 1'ANCH2SEE declines the opportunity to have a second
initial +ES2)NA$E+ SHOP MANA)E' attend SHOPPE COMPANY4S training program/ then SHOPPE COMPANY may
cancel this A)'EEMEN$" 2f SHOPPE COMPANY cancels this A)'EEMEN$ under this Section D"6/ then SHOPPE COMPANY
shall refund the 1'ANCH2SE 1EE !to the e;tent already paid by 1'ANCH2SEE%/ less EB/:::/ &hich amount SHOPPE
COMPANY shall have an absolute right to retain/ and SHOPPE COMPANY shall have no further obligations to
1'ANCH2SEE under this A)'EEMEN$"
Article ? %RAND $ENIN% ro2r!7
?.1 $3tion!l %RAND $ENIN%.
1'ANCH2SEE may/ but shall have no obligation to/ conduct a grand opening event !the #)'AN+ OPEN2N)#%"
?.2 !rtici3!tion b6 SH$E C$MANY.
2f this A)'EEMEN$ contemplates a NE? HAA)EN*+A,S- SHOP/ and the )'AN+ OPEN2N) satisfies each of the
criteria set forth in Section F"7"5/ then SHOPPE COMPANY &ill financially participate in the )'AN+ OPEN2N)/ by
providing 1'ANCH2SEE &ith goods/ services/ andHor money/ as determined solely by SHOPPE COMPANY/ having a
combined monetary value eual to @6 of the )'AN+ OPEN2N) e;penditures approved by SHOPPE COMPANY and
actually made by 1'ANCH2SEE/ up to a ma;imum financial participation by SHOPPE COMPANY in the amount of
E7/:::"
?.2.1 %r!nd $3enin2 Criteri!.
2n order for 1'ANCH2SEE to become entitled to SHOPPE COMPANY4S financial participation in connection &ith the
)'AN+ OPEN2N)/ 1'ANCH2SEE must8
!a% at least >: day prior to the )'AN+ OPEN2N)/ submit a proposed )'AN+ OPEN2N) plan to SHOPPE
COMPANY/ detailing the mar0eting elements being proposed by 1'ANCH2SEE/ and the anticipated e;penditures for
eachC
!b% &ithin L: days from the COMMENCEMEN$ +A$E/ conduct the )'AN+ OPEN2N) over the course of no more
than > consecutive days/ during the SHOP4S normal business hours/ consistent &ith the )'AN+ OPEN2N) plan
approved by SHOPPE COMPANYC and
!c% spend at least E>/::: to&ard )'AN+ OPEN2N) mar0eting e;penditures approved by SHOPPE COMPANY"
?.2.2 E:cluded Ite7s.
.nless SHOPPE COMPANY specifically commits other&ise/ in &riting/ 1'ANCH2SEE4S labor costs/ food costs/ other
overhead costs/ e;penditures reuired by the AAN+AO'+/ and discounts offered during the )'AN+ OPEN2N) &ill not
be considered in determining &hether 1'ANCH2SEE met the E>/::: threshold reuired by Section F"7"5!b%C or in
determining SHOPPE COMPANY4S financial participation commitment under Section F"7C even if specifically identified
by 1'ANCH2SEE in the )'AN+ OPEN2N) plan approved by SHOPPE COMPANY"
Article @ Continuin2 Fees
@.1 4%R$SS SA/ES4 De"ined.
#)'OSS SAAES# means8
!a% all revenue derived from the sale/ at regular selling prices before any discounts or allo&ances/ of any food/
merchandise/ and services/ from the SHOPC
!b% all income of every 0ind and nature related to the SHOP/ 1'ANCH2SE/ andHor MA'(S/ even if derived from
sales or activities not permitted by this A)'EEMEN$C
!c% the fair value of any non*monetary consideration received by 1'ANCH2SEE for any food/ merchandise/ and
services/ from the SHOP/ &hich are bartered/ traded or other&ise e;changed by 1'ANCH2SEE for valuable goods or
servicesC and
!d% all proceeds of any business interruption insurance policies related to the SHOP or 1'ANCH2SE"
Specifically e;cluded from #)'OSS SAAES# are8
!;% the incidental sale of gift cards !or any similar redemption device%/ if authori9ed by SHOPPE COMPANYC provided
ho&ever that goods and services purchased &ith gift cards !or any similar redemption device% shall be included in
)'OSS SAAES/ to the same e;tent as if paid for &ith cashC
!y% sales ta;es/ e;cise ta;es/ or other ta;es added to the selling price of any item or service/ if actually collected from
customers and transmitted to a governmental ta;ing authorityC provided ho&ever any ta; rebate/ allo&ance/ of
discount shall be part of )'OSS SAAES to the e;tent received/ ta0en/ or reali9ed by 1'ANCH2SEEC
!9% any e;traordinary sale of euipment or fi;tures used in the SHOP"
@.2 Charge Sales"
Each charge sale or credit sale shall be included in #)'OSS SAAES# at the time the sale is made/ &ithout regard to
&hether payment is actually collected"
@.# S!les A5!6 "ro7 the SH$.
$his A)'EEMEN$ does not permit 1'ANCH2SEE to sell any food/ merchandise or services a&ay from the SHOP" 2f
1'ANCH2SEE is authori9ed by SHOPPE COMPANY/ or &ithout such authori9ation/ sells food/ merchandise or services
associated &ith the MA'(S a&ay from the SHOP/ then the revenues from those sales &ill be part of 1'ANCH2SEE4S
)'OSS SAAES/ and 1'ANCH2SEE shall comply &ith the procedures established by SHOPPE COMPANY to ensure that
any such )'OSS SAAES are properly captured by the POS SYS$EM/ or other&ise reported to SHOPPE COMPANY under
Section L"6"
@.+ Re3ortin2 %R$SS SA/ES.
1'ANCH2SEE shall accurately report its )'OSS SAAES and such other information as SHOPPE COMPANY reuires/ on a
&ee0ly basis/ or some other periodic basis specified from time to time by SHOPPE COMPANY/ using a form prescribed
by SHOPPE COMPANY/ supported by &hatever documentation SHOPPE COMPANY reasonable reuires" .nless SHOPPE
COMPANY specifies other&ise/ 1'ANCH2SEE &ill report its )'OSS SAAES every Monday/ reflecting sales for the
preceding &ee0" 2n lieu of reuiring 1'ANCH2SEE to report )'OSS SAAES/ SHOPPE COMPANY may determine
1'ANCH2SEE4S )'OSS SAAES based on data SHOPPE COMPANY obtains from the POS SYS$EM under Section 55"7:"7"
@., Esti7!tin2 %R$SS SA/ES.
2f 1'ANCH2SEE at any time fails to timely report its )'OSS SAAES/ then in addition to any other remedies that
SHOPPE COMPANY may have under this A)'EEMEN$/ SHOPPE COMPANY &ill have the right to in good faith estimate
1'ANCH2SEE4S )'OSS SAAES/ multiply the good faith estimate of )'OSS SAAES by 57BM to arrive at an ad3usted
estimate of )'OSS SAAES/ and invoice and collect amounts due from 1'ANCH2SEE on the basis of the ad3usted
estimate of )'OSS SAAES" 2f 1'ANCH2SEE/ &ithin >: days follo&ing SHOPPE COMPANY4S invoicing or other&ise
notifying 1'ANCH2SEE that SHOPPE COMPANY has estimated 1'ANCH2SEE4S )'OSS SAAES under this Section L"B/
reports its )'OSS SAAES for the period that had not been timely reported/ then the parties &ill reconcile any
difference bet&een the amount reported and the ad3usted estimate of )'OSS SAAESC other&ise the ad3usted estimate
of )'OSS SAAES &ill become final and binding" 1'ANCH2SEE agrees that this provision is reasonable/ and that the
ad3usted estimate of )'OSS SAAES shall be deemed liuidated damages/ and not a penalty/ based on the difficulty of
accurately estimating )'OSS SAAES based on prior reporting periods"
@.; 4R$YA/TY.4
1'ANCH2SEE shall pay SHOPPE COMPANY a continuing fee Nthe #'OYAA$Y#%/ eual to four percent !6M% of )'OSS
SAAES/ for the continuing right to operate the SHOP in association &ith the MA'(S and the SYS$EM"
@.;.1 Re3ortin2 R$YA/TY.
1'ANCH2SEE shall accurately report the total 'OYAA$Y that SHOPPE COMPANY became entitled to receive at the same
time that 1'ANCH2SEE must report its )'OSS SAAES under Section L"6/ and for the same reporting period"
@.;.2 8hen Due.
.nless SHOPPE COMPANY establishes a different due date under Section L"G">/ 'OYAA$Y payments are due at the
same time 1'ANCH2SEE report its )'OSS SAAES under Section L"6"
@.;.# R$YA/TY Payments
SHOPPE COMPANY may from time to time modify the reuirements and system for payment and collection of the
'OYAA$Y" <y &ay of e;ample/ but not limitation8
!a% SHOPPE COMPANY may periodically invoice 1'ANCH2SEE for the 'OYAA$Y due/ ta0ing into account any
prepayment made under Section L"G"6/ in &hich case the 'OYAA$Y &ill not be delinuent as long as it is paid in
accordance &ith the terms of the respective invoiceC provided ho&ever that in the event 1'ANCH2SEE fails to timely
pay the 'OYAA$Y invoiced/ or fails to timely report )'OSS SAAES/ thus impeding the 'OYAA$Y invoicing process/ then
1'ANCH2SEE shall be deemed to have failed to timely pay the 'OYAA$Y as of &hen 1'ANCH2SEE &as reuired to
report its related )'OSS SAAES"
!b% SHOPPE COMPANY may direct 1'ANCH2SEE to pay the 'OYAA$Y at the same time that 1'ANCH2SEE must
report the 'OYAA$Y payable to SHOPPE COMPANY under Section L"G"5"
!c% SHOPPE COMPANY may automatically deduct the 'OYAA$Y from a financial account maintained by
1'ANCH2SEE/ using an electronic funds transfer !#E1$#% process in accordance &ith Section L"L"
@.;.+ re3!67ent o" R$YA/TY.
SHOPPE COMPANY may reuire 1'ANCH2SEE to prepay the 'OYAA$Y &hen 1'ANCH2SEE purchases HAA)EN*+A,S-
P'O+.C$S/ using a formula identical to that used to calculate the royalty paid by other SYS$EM franchisees/ or some
other formula determined by SHOPPE COMPANY to reasonably appro;imate the 'OYAA$Y that 1'ANCH2SEE must pay"
L"G"B $reatment of Overpayments"
SHOPPE COMPANY &ill periodically/ and no less often than uarterly/ reconcile amounts it became entitled to receive
from 1'ANCH2SEE for the 'OYAA$Y/ &ith the 'OYAA$Y prepayments made by 1'ANCH2SEE under Section L"G"6" 2f a
reconciliation under this Section L"G"B establishes that 1'ANCH2SEE overpaid the 'OYAA$Y due for the period
reconciled/ then SHOPPE COMPANY &ill at its option issue a payment or credit to 1'ANCH2SEE in the amount of the
overpayment" 2n the case of a credit/ the credit may be used to&ard amounts due or that become due to SHOPPE
COMPANY or its affiliates/ as determined by SHOPPE COMPANY" SHOPPE COMPANY shall have the absolute right to
delay the reconciliation process to the e;tent of reporting delays by 1'ANCH2SEE" SHOPPE COMPANY may also delay
issuing any payment or credit if SHOPPE COMPANY has issued an Audit NO$2CE to 1'ANCH2SEE under Section L"G"B/
and thereafter diligently proceeds to audit 1'ANCH2SEE4S boo0s and records" At its option/ SHOPPE COMPANY may
include amounts payable by 1'ANCH2SEE for AOCAA MA'(E$2N) CON$'2<.$2ONS under Section L"F"7 in the
reconciliation process"
@.= 4%ENERA/ MAR*ETIN% C$NTRI<)TI$N.4
1'ANCH2SEE shall pay a continuing fee !the #)ENE'AA MA'(E$2N) CON$'2<.$2ON#% to be used by SHOPPE
COMPANY as more particularly described belo&"
@.=.1 A7ount o" %ENERA/ MAR*ETIN% C$NTRI<)TI$N.
1or each year of the $E'M/ 1'ANCH2SEE shall pay a )ENE'AA MA'(E$2N) CON$'2<.$2ON determined in accordance
&ith the follo&ing formula/ provided/ ho&ever/ that in no event shall the )ENE'AA MA'(E$2N) CON$'2<.$2ON be
less than E>/::: per year" $he )ENE'AA MA'(E$2N) CON$'2<.$2ON shall be ad3usted each year from an original
base of E5/:::/ to &hich E7B shall be added or subtracted for each full >": change during the previous calendar year
in the ."S" <ureau of Aabor Statistics Consumer Price 2nde;/ 1or All .rban Consumers/ ."S" City Average !#5LGD#
euals 5::% from a base of 5LG"D" 2f publication of the 2nde; referred to above is terminated/ then SHOPPE COMPANY
shall be entitled to designate
and use another 2nde; to calculate fluctuations in the )ENE'AA MA'(E$2N) CON$'2<.$2ON" $he )ENE'AA
MA'(E$2N) CON$'2<.$2ON shall be prorated for the first and last years of $E'M if less than full calendar years"
L"D"7 ?hen Due.
1'ANCH2SEE shall pay )ENE'AA MA'(E$2N) CON$'2<.$2ONS promptly/ in accordance &ith the terms of invoices
from SHOPPE COMPANY or its designee" At least 5H57th of the annual )ENE'AA MA'(E$2N) CON$'2<.$2ON shall be
paid each month"
@.=.# )se o" %ENERA/ MAR*ETIN% C$NTRI<)TI$N.
$he )ENE'AA MA'(E$2N) CON$'2<.$2ON together &ith amounts collected from other SYS$EM franchisees/ &ill be
added to a fund !the #MA'(E$2N) 1.N+#% used/ as determined solely by SHOPPE COMPANY/ for advertising/ sales
promotions/ research and public relations related to the SYS$EM" SHOPPE COMPANY may select advertising and
promotional materials/ programs/ media/ and advertising and other agencies for and to &hich e;penditures from the
MA'(E$2N) 1.N+ are made" E;penditures or benefits derived by 1'ANCH2SEE from the MA'(E$2N) 1.N+ may not
and need not be in proportion to 1'ANCH2SEE4S contributions" SHOPPE COMPANY may compensate itself andHor its
affiliates out of the MA'(E$2N) 1.N+ for the reasonable e;pense of administering and promoting advertising and
sales promotion programs" SHOPPE COMPANY is not obligated to maintain the MA'(E$2N) 1.N+ in a segregated
financial account/ shall not be deemed a trustee of the MA'(E$2N) 1.N+/ and shall not be deemed be a fiduciary by
virtue of its control over the MA'(E$2N) 1.N+"
@.? 4/$CA/ MAR*ETIN% C$NTRI<)TI$N.4
1'ANCH2SEE shall pay a continuing fee !the #AOCAA MA'(E$2N) CON$'2<.$2ON#%/ eual to one percent !5M% of
)'OSS SAAES/ to be used by SHOPPE COMPANY as more particularly described belo&"
@.?.1 Re3ortin2 /$CA/ MAR*ETIN% C$NTRI<)TI$N Due.
1'ANCH2SEE shall accurately report the total AOCAA MA'(E$2N) CON$'2<.$2ON due/ for the period reuired to be
reported/ at the same time that 1'ANCH2SEE must report its )'OSS SAAES under Section L"6"
@.?.2 /$CA/ MAR*ETIN% C$NTRI<)TI$N !67ents.
AOCAA MA'(E$2N) CON$'2<.$2ON payments shall be paid at the same time 'OYAA$Y payments must be paid under
Section L"G"7/ and in accordance &ith the same procedures instituted by SHOPPE COMPANY under Section L"G">"
@.?.# )se o" /$CA/ MAR*ETIN% C$NTRI<)TI$N.
AOCAA MA'(E$2N) CON$'2<.$2ONS &ill be directed to&ard local mar0eting activities that SHOPPE COMPANY
reasonably believes to be of benefit to 1'ANCH2SEE" ?ithout limitation" SHOPPE COMPANY may spend AOCAA
MA'(E$2N) CON$'2<.$2ONS directly/ ma0e them available for cooperative mar0eting/ or ma0e them available to
1'ANCH2SEE on a reimbursement basis for costs incurred by 1'ANCH2SEE in connection &ith local mar0eting activities
specified in advance by SHOPPE COMPANY/ and underta0en directly by 1'ANCH2SEE" 2f SHOPPE COMPANY ma0es the
AOCAA MA'(E$2N) CON$'2<.$2ONS collected available to 1'ANCH2SEE on a reimbursement basis/ and 1'ANCH2SEE
fails to meet the conditions for reimbursement &ithin the time limits established from time to time by SHOPPE
COMPANY/ then the AOCAA MA'(E$2N) CON$'2<.$2ONS collected by SHOPPE COMPANY and not other&ise utili9ed in
accordance &ith this Section shall be considered part of the MA'(E$2N) 1.N+/ and sub3ect to any use permitted by
Section L"D">" SHOPPE COMPANY may use or ma0e available the AOCAA MA'(E$2N) CON$'2<.$2ONS collected for
local mar0eting activities underta0en &ithin time frames before and after the due date of
A8io2en&D!nB
1'ANCH2SEE4S AOCAA MA'(E$2N) CON$'2<.$2ON/ as determined by SHOPPE COMPANY from time to time/ and
communicated to 1'ANCH2SEE"
@.@ Electronic Funds Tr!ns"er AEFTB.
2f reuired by SHOPPE COMPANY at any time during the $E'M/ then 1'ANCH2SEE shall promptly ta0e all necessary
steps/ including completing and signing necessary authori9ation forms/ to enable8
!a% SHOPPE COMPANY or its designee to electronically deduct/ from a financial account maintained by
1'ANCH2SEE/ any amounts that become payable to SHOPPE COMPANY under this Article L/ or other&ise under this
A)'EEMEN$C
!b% SHOPPE COMPANY4S affiliates/ or their respective designee/ to electronically deduct/ from a financial account
maintained by 1'ANCH2SEE/ any amounts that become due to such affiliates under this A)'EEMEN$/ in connection
&ith 1'ANCH2SEE4S purchases of HAA)EN*+A,S- P'O+.C$S/ or other&ise"
1'ANCH2SEE shall be responsible for any fees and charges assessed by 1'ANCH2SEE4S financial institution in
connection &ith transactions &ithin this scope of this Section L"L"
@.1C No Ri2hts o" Set&$"".
1'ANCH2SEE may not reduce any payment reuired to be made to SHOPPE COMPANY under this Article L/ on account
of any money SHOPPE COMPANY o&es 1'ANCH2SEE under this A)'EEMEN$/ or other&ise"
@.11 /!te !67ent.
$o compensate SHOPPE COMPANY !or its affiliates% for the loss of use of funds that 1'ANCH2SEE must pay SHOPPE
COMPANY !or its affiliates% under this A)'EEMEN$/ the principal portion of any payment that 1'ANCH2SEE does not
ma0e to SHOPPE COMPANY !or its affiliates%/ &hen due/ shall bear interest from the due date until paid at/ the lesser
of eighteen percent !5FM% per annum or the highest contract rate of interest allo&ed by the la& of the state &here
the SHOP is located" $o compensate SHOPPE COMPANY !or its affiliates% for the administrative e;penses incurred in
connection &ith delinuent obligations !unless prohibited by la&%/ SHOPPE COMPANY may also reuire 1'ANCH2SEE to
pay a late charge eual to ten percent !5:M% of each payment that is late" SHOPPE COMPANY !and its affiliates% shall
also be entitled to recover the costs and e;penses/ including reasonable attorneys4 fees/ incurred in collection of past
due amounts" 1'ANCH2SEE shall also be responsible for payment of any ban0 charges/ late fees/ penalties/ or similar
charges incurred by SHOPPE COMPANY !or its affiliates% as a result of any dishonored ban0 chec0/ stop payment order/
electronic funds debit re3ection/ or similar occurrence in connection &ith any amount payable under this A)'EEMEN$"
?ithout limiting the foregoing/ the provisions of this Section L"55 &ill apply to 1'ANCH2SEE4S purchase of HAA)EN*
+A,S- P'O+.C$S from SHOPPE COMPANY4S affiliates"
Article 1C Con"identi!l M!nu!l !nd In"or7!tion
1C.1 4SH$ $ERATI$NS MAN)A/4 De"ined.
$he #SHOP OPE'A$2ONS MAN.AA# is a copyrighted manual of procedures/ business information/ confidential and
proprietary information/ and trade secrets pertaining to the SYS$EM/ and forming a substantial portion of the SYS$EM
S$AN+A'+S"
1C.2 $5nershi3. ossession !nd Control o" SH$ $ERATI$NS MAN)A/.
$he SHOP OPE'A$2ONS MAN.AA shall at all times remain the property of SHOPPE COMPANY" One copy of the SHOP
OPE'A$2ONS MAN.AA &ill be loaned to 1'ANCH2SEE for use only in connection &ith the SHOP" $he SHOP
OPE'A$2ONS MAN.AA must be 0ept in a secure place in the SHOP at all times" 1'ANCH2SEE may not disclose the
contents of the SHOP OPE'A$2ONS MAN.AA/ in &hole or in part/ to any person other than 1'ANCH2SEE4S employees
as may be necessary to discharge
1'ANCH2SEE4S obligations under this A)'EEMEN$" 1'ANCH2SEE may not use the SHOP OPE'A$2ONS MAN.AA or its
contents/ in &hole or in part/ for any purpose other than to discharge its obligations under this A)'EEMEN$" E;cept as
e;pressly permitted by SHOPPE COMPANY/ 1'ANCH2SEE may not copy or disseminate the SHOP OPE'A$2ONS
MAN.AA/ in &hole or in part/ and must implement reasonable security measures directed to accomplishing the
reuirements of this Section 5:"7"
1C.# Re>isions to SH$ $ERATI$NS MAN)A/.
SHOPPE COMPANY reserves the right to add to/ revise or rescind various portions of the SHOP OPE'A$2ONS MAN.AA
periodically/ and 1'ANCH2SEE shall implement such changes &hen made/ even if additional investment or
e;penditures are reuired" 1'ANCH2SEE shall 0eep 1'ANCH2SEE4S copy of the SHOP OPE'A$2ONS MAN.AA current/
and shall destroy superseded provisions of the SHOP OPE'A$2ONS MAN.AA" 2f there is a conflict bet&een
1'ANCH2SEE4S copy of the SHOP OPE'A$2ONS MAN.AA and the master copy of the SHOP OPE'A$2ONS MAN.AA
maintained by SHOPPE COMPANY/ then the master copy maintained by SHOPPE COMPANY shall control"
1C.+ Con"identi!l In"or7!tion.
1'ANCH2SEE ac0no&ledges that SHOPPE COMPANY &ill from time to time provide 1'ANCH2SEE &ith information that
is confidential in nature/ and that if disclosed to third parties might adversely impact the ability of SHOPPE COMPANY
or SYS$EM franchisees to remain competitive" 1'ANCH2SEE agrees that/ unless other&ise determined by SHOPPE
COMPANY/ the mar0eting strategies and programs developed by SHOPPE COMPANY shall be treated as confidential
until publicly disseminated in accordance &ith the instructions of SHOPPE COMPANY" 1'ANCH2SEE shall not disclose
any confidential information to any person other than 1'ANCH2SEE4S employees as may be necessary to discharge
1'ANCH2SEE4S obligations hereunder/ and 1'ANCH2SEE agrees not to use any such confidential information for any
purpose other than to discharge its obligations under this A)'EEMEN$"
Article 11 System standards
1'ANCH2SEE shall/ at all times during the $E'M/ continuously and faithfully operate the SHOP in full compliance &ith
the SYS$EM S$AN+A'+S"
11.1 SH$ $ERATI$NS MAN)A/.
2n order to protect and enhance the reputation and good &ill associated &ith the MA'(S and the SYS$EM/ and to
maintain SYS$EM uniformity and the SYS$EM S$AN+A'+S" 1'ANCH2SEE shall at all times conduct the operations of
the SHOP in accordance &ith the SHOP OPE'A$2ONS MAN.AA"
11.2 DESI%NATED SH$ MANA%ER.
1'ANCH2SEE shall at all times have a person designated as having primary responsibility for the day to day operation
of the SHOP !the #+ES2)NA$E+ SHOP MANA)E'#% in accordance &ith this A)'EEMEN$ and the SYS$EM S$AN+A'+S/
&ho shall be reasonably acceptable to SHOPPE COMPANY !including/ but not limited to/ the reuirement that such
individual possess sufficient e;perience in the management of a retail business/ as determined by SHOPPE COMPANY
in its sole discretion%/ and &ho has successfully completed the SHOPPE COMPANY training program and continues to
satisfy the training reuirements under Section 55">" .nless 1'ANCH2SEE has more than one HAA)EN*+A,S- SHOP/
or is a professional food service operator in the sole 3udgment of SHOPPE COMPANY/ the +ES2)NA$E+ SHOP
MANA)E' must be an individual &ho/ separately/ or &ith others/ is the 1'ANCH2SEE under this A)'EEMEN$/ or if the
1'ANCH2SEE consists of no natural persons/ then an officer/ director/ senior level employee of 1'ANCH2SEE/ or an
individual &ho has personally guaranteed 1'ANCH2SEE4S obligations under this A)'EEMEN$"
11.# Tr!inin2.
2n order to safeguard the MA'(S and the SYS$EM S$AN+A'+S/ 1'ANCH2SEE shall at all times employ an adeuately
trained staff to properly operate the SHOP in accordance &ith the SYS$EM S$AN+A'+S"
11.#.1 initi!l Tr!inin2
SHOPPE COMPANY shall at the same time provide training for the first +ES2)NA$E+ SHOP MANA)E' and/ if desired
by 1'ANCH2SEE/ or necessary in order for 1'ANCH2SEE to satisfy the best efforts reuirements under Section 55"6/
one other person selected by 1'ANCH2SEE and reasonably acceptable to SHOPPE COMPANY/ in the principal aspects of
establishing and operating a HAA)EN*+A,S- SHOP/ the handling of HAA)EN*+A,S- P'O+.C$S/ and the preparation
and sale of HAA)EN*+A,S- SHOP menu items" Specific training procedures and reuirements are set forth in the
SHOP OPE'A$2ONS MAN.AA" $his A)'EEMEN$ is issued on the condition that the initial +ES2)NA$E+ SHOP
MANA)E'/ and any person 1'ANCH2SEE later desires to ma0e the +ES2)NA$E+ SHOP MANA)E'/ completes training
to the satisfaction Of SHOPPE COMPANY"
11.#.2 Successi>e Ter7 FRANCHISE Re"resher Tr!inin2.
2n the case of a Successive $erm 1'ANCH2SE/ this A)'EEMEN$ is issued on the additional condition that/ if reuired
by SHOPPE COMPANY/ then the current +ES2)NA$E+ SHOP MANA)E' or another person selected by 1'ANCH2SEE and
acceptable to SHOPPE COMPANY shall successfully complete training by a date determined by SHOPPE COMPANY/
not&ithstanding any prior training and e;perience"
11.#.# $n2oin2 Tr!inin2.
2f reuired by SHOPPE COMPANY/ then the +ES2)NA$E+ SHOP MANA)E' shall attend and complete mid*$E'M
training/ to the satisfaction of SHOPPE COMPANY/ at a time after the fifth year of the $E'M reasonably determined by
SHOPPE COMPANY"
11.#.+ Re7edi!l $raining"
2n lieu of declaring a default under this A)'EEMEN$/ or terminating this A)'EEMEN$ for material breach/ or at the
same time as declaring a default under this A)'EEMEN$/ SHOPPE COMPANY shall have the absolute right to direct
1'ANCH2SEE by NO$2CE to have the +ES2)NA$E+ SHOP MANA)E' attend training directed to&ard curing specific
operational deficiencies" SHOPPE COMPANY shall have no obligation to offer training as an alternative to declaring a
default or terminating this A)'EEMEN$" 1'ANCH2SEE may be reuired to reimburse SHOPPE COMPANY for the
reasonable costs of remedial training provided by SHOPPE COMPANY under this Section 55">"6"
11.#., E:3enses o" Attend!nce !t Tr!inin2.
1'ANCH2SEE is solely responsible for travel and living e;penses in connection &ith any training provided by SHOPPE
COMPANY under this A)'EEMEN$/ as &ell as any &ages and salaries payable to 1'ANCH2SEE4S employees &hile
attending training"
11.+ <est E""orts.
$he +ES2)NA$E+ SHOP MANA)E' shall furnish personal full time and attention and best efforts to the day to day
management and operation of the SHOP in accordance &ith the reuirements of this A)'EEMEN$" ?ithout limiting the
foregoing/ the +ES2)NA$E+ SHOP MANA)E' must maintain a physical presence at the SHOP at least 6: hours each
&ee0 during hours of operation/ provided ho&ever that this reuirement may be satisfied by the combined time spent
at the SHOP during hours of operation by the +ES2)NA$E+ SHOP MANA)E' and one or more other individuals/
satisfactory to SHOPPE COMPANY/ &ho have successfully completed SHOPPE COMPANY4S training program"
11., SHOP Employees"
$he SHOP shall be staffed &ith ualified/ competent employees trained by the +ES2)NA$E+ SHOP MANA)E'/ and &ho
are employed solely by 1'ANCH2SEE and not by SHOPPE COMPANY" 1'ANCH2SEE is solely responsible for hiring and
discharging employees of the SHOP/ and setting their &ages and terms of employment" 1'ANCH2SEE shall comply &ith
all applicable la&s and regulations/ including/ but not limited to/ &or0ers4 compensation la&s" 1'ANCH2SEE shall
reuire employees to &ear such uniforms or attire as SHOPPE COMPANY prescribes periodically/ and other&ise comply
&ith the ongoing SYS$EM S$AN+A'+S" All employment related documents/ including/ &ithout limitation/ employment
applications/ schedules/ 3ob descriptions/ and pay chec0s/ must clearly identify 1'ANCH2SEE/ and not SHOPPE
COMPANY/ as the employer/ and shall not contain any of the MA'(S"
11.; Operations and Product Standards"
.nless SHOPPE COMPANY specifically permits other&ise/ in &riting/ 1'ANCH2SEE shall offer for sale from the SHOP
the entire menu prescribed periodically by SHOPPE COMPANY for the SYS$EM" 1'ANCH2SEE may prepare and sell
from the SHOP only the products and services that SHOPPE COMPANY approves periodically for sale by SYS$EM
franchisees/ and no other products/ services/ or business may be offered or conducted at or from the SHOP"
1'ANCH2SEE &ill at all times maintain an inventory of food and drin0 products and other supplies adeuate to satisfy
customer demand for products and services reuired to be sold at the SHOP" 1'ANCH2SEE &ill employ only such
supplies/ ingredients/ recipes/ formulas and products/ and shall offer products for sale only in such portions/
appearance and pac0aging/ as SHOPPE COMPANY periodically designates" 1'ANCH2SEE &ill adhere to the
reuirements for food storage/ handling/ preparation/ merchandising/ presentation/ display and sale/ and daily SHOP
operations/ described in the SHOP OPE'A$2ONS MAN.AA or other&ise communicated by SHOPPE COMPANY" 2f
1'ANCH2SEE fails to conduct its business in accordance &ith the reuirements of this Section 55"G/ then/ &ithout
limiting the rights of SHOPPE COMPANY under this A)'EEMEN$" SHOPPE COMPANY may/ &ithout terminating this
A)'EEMEN$/ temporarily suspend 1'ANCH2SEE4S right to operate under this A)'EEMEN$/ or temporarily or
permanently suspend 1'ANCH2SEE4S right to sell certain products under this A)'EEMEN$/ so long as such suspension
is reasonably related to 1'ANCH2SEE4S failure to comply &ith the reuirements of this Section 55"G/ bringing
1'ANCH2SEE into compliance &ith this Section 55"G/ or the health or safety of the public"
11.= Sources of Supply"
2n order to safeguard the integrity of the MA'(S/ and to maintain the uniformity and uality of items associated &ith
the SYS$EM/ 1'ANCH2SEE shall only purchase food/ supplies/ fi;tures/ euipment/ furnishing/ signs and other items
for use in the SHOP in accordance &ith the follo&ing provisions"
11.=.1 HAA%EN&DA'S( R$D)CTS.
1'ANCH2SEE ac0no&ledges that the HAA)EN*+A,S- P'O+.C$S used in/ and offered and sold from the SHOP/ as
authori9ed by SHOPPE COMPANY from time to time/ are manufactured using proprietary recipes and processes/ and
are an inseparable and essential element of the 1'ANCH2SE" 2n order to protect the interests of SHOPPE COMPANY/
the o&ner of the MA'(S" and their respective licensees/ and to ensure the uality/ uniformity/ and distinctiveness of
the HAA)EN*+A,S- P'O+.C$S/ 1'ANCH2SEE agrees to purchase its entire reuirements of HAA)EN*+A,S-
P'O+.C$S/ from SHOPPE COMPANY/ or the supplier designated by SHOPPE COMPANY/ at prices/ determined by
SHOPPE COMPANY or its designated supplier/ and &hich may result in revenues and profits/ directly or indirectly/ to
SHOPPE COMPANY/ the designated supplier/ and the o&ner of the MA'(S/ all of &hom 1'ANCH2SEE agrees are
entitled to receive such revenues and profits"
55"D"7 Other 1ood and <everage Products"
1'ANCH2SEE shall purchase only food and beverage products !other than the HAA)EN*+A,S- P'O+.C$S purchased
in accordance &ith Section 55"D"5% that have been approved in advance by SHOPPE COMPANY/ in &riting/ in the SHOP
OPE'A$2ONS MAN.AA or other&ise/ originating from sources that have demonstrated to the reasonable continuing
satisfaction of
AH"i!27&D!nB
K*tK*' 5B
April 7::G
SHOPPE COMPANY that they are able to manufacture the products to the standards and specifications of SHOPPE
COMPANY" .nless SHOPPE COMPANY reuires 1'ANCH2SEE to purchase any approved product form a particular
distributor/ 1'ANCH2SEE may purchase approved products from any reputable distributor"
11.=.# Su33lies !nd E9ui37ent.
1'ANCH2SEE shall only purchase paper goods/ pac0aging/ fi;tures/ euipment/ signs/ uniforms/ and other supplies for
use in the SHOP that have been approved in advance by SHOPPE COMPANY/ from sources that have been approved in
advance by SHOPPE COMPANY" SHOPPE COMPANY &ill/ &hen appropriate/ as determined solely by SHOPPE COMPANY
grant a manufacturer of certain approved items a license to print specified te;t and the MA'(S on those items/ in the
manner and format established periodically by SHOPPE COMPANY" 1'ANCH2SEE shall not use paper goods/ pac0aging/
fi;tures/ euipment/ signs/ uniforms/ and other supplies at the SHOP &hich do not bear the te;t and the MA'(S
reuired by SHOPPE COMPANY/ in the manner and format reuired and approved in advance by SHOPPE COMPANY"
11.=.+ rocedures "or SeeDin2 A33ro>!l o" Su33liers !nd roducts.
Other than &ith respect to the HAA)EN*+A,S- P'O+.C$S/ and any other branded food and beverage items sold or
used in the SHOP/ if 1'ANCH2SEE desires to purchase a product that is not approved/ but &hich 1'ANCH2SEE believes
to conform to SHOPPE COMPANY4S specifications/ then 1'ANCH2SEE shall submit a &ritten reuest for approval to
SHOPPE COMPANY &ith any documentation that SHOPPE COMPANY may reasonably reuire to determine conformity
to the relevant specifications" SHOPPE COMPANY shall have the right to reuire that its representatives be permitted
to inspect the proposed supplier4s facilities/ and that samples from the supplier be delivered to SHOPPE COMPANY or
its designee for evaluation and testing" $he reasonable costs of evaluation and testing shall be paid by 1'ANCH2SEE"
?ithin L: days after receipt of the reuest/ and the completion of any evaluation and testing reuired by SHOPPE
COMPANY/ SHOPPE COMPANY &ill notify 1'ANCH2SEE of its decision in &riting" Approval shall not be unreasonably
&ithheld/ but SHOPPE COMPANY may &ithhold its approval for any good reason/ including that/ in the opinion of
SHOPPE COMPANY/ a sufficient number of products conforming to the same specification have already been approved"
11.=., 0endor 'ebates"
SHOPPE COMPANY shall have the right to periodically enter into agreements &ith vendors/ suppliers and distributors/
&ho provide products and services to 1'ANCH2SEE/ contemplating the payment of a rebate or other consideration to
SHOPPE COMPANY on account of 1'ANCH2SEE4S purchases" SHOPPE COMPANY &ill have the right to use rebates/ and
other monetary consideration received/ for any purpose for &hich it may use the )ENE'AA MA'(E$2N)
CON$'2<.$2ON under Section L"D">" or for any other purpose SHOPPE COMPANY desires/ &ithout regard to &hether
such purpose is of any direct or indirect benefit to 1'ANCH2SEE"
55"F Mandatory Participation in Mar0eting Programs"
1'ANCH2SEE ac0no&ledges that 1'ANCH2SEE4S participation in promotions and mar0eting programs established by
SHOPPE COMPANY is important to enhance the value/ recognition/ and reputation of the MA'(S and the SYS$EM"
1'ANCH2SEE covenants and agrees that 1'ANCH2SEE shall participate in those promotions and mar0eting programs
established from time to time by SHOPPE COMPANY that are appropriate to the SHOP/ as determined by SHOPPE
COMPANY/ provided ho&ever that 1'ANCH2SEE shall have the right and obligation to decline to participate in all or any
part of any promotion or mar0eting program/ &hich/ due to the la&s applicable to the SHOP/ &ould render
1'ANCH2SEE4S participation unla&ful"
11.@ Compliance &ith Aa&s" Health O Safety 'euirements"
1'ANCH2SEE shall fully/ strictly and faithfully comply &ith all la&s !including/ but not limited to/ statutes/ ordinances/
regulations/ and governmental orders% affecting 1'ANCH2SEE4S operation of the SHOPC in particular/ 1'ANCH2SEE
shall operate and maintain the SHOP and its premises in strict compliance &ith all applicable health/ sanitation/ fire
and safety codes and reuirements" 2f any la& affecting 1'ANCH2SEE4S operation of the SHOP sets a standard that is
different than the SYS$EM S$AN+A'+S/ then 1'ANCH2SEE shall satisfy the higher standardC if 1'ANCH2SEE perceives
any la& affecting 1'ANCH2SEE4S operation of the SHOP to conflict &ith the SYS$EM S$AN+A'+S/ then 1'ANCH2SEE
shall notify SHOPPE COMPANY in &riting/ identifying the specific la& and SYS$EM S$AN+A'+S reuirement/ so that
SHOPPE COMPANY may determine ho& to resolve the perceived conflict"
11.1C 'emedying 1ood Safety Concerns"
2f any food item dispensed at the SHOP is adulterated/ or does not comply &ith applicable la& or regulations/ or fails
to be maintained in accordance &ith the reuirements described in this A)'EEMEN$ or in the SHOP OPE'A$2ONS
MAN.AA/ then/ 1'ANCH2SEE shall immediately close and suspend operations at the SHOP/ destroy all contaminated or
adulterated products and eliminate the source of contamination/ remedy all unsanitary conditions at the SHOP/ and
reopen for business only after an inspection by SHOPPE COMPANY and laboratory analysis from samples obtained for
that purpose by SHOPPE COMPANY evidence compliance &ith all applicable governmental reuirements and the
SYS$EM S$AN+A'+S" $his remedy is in addition to/ and not in lieu of/ other rights or remedies that SHOPPE COMPANY
has for 1'ANCH2SEE4S breach of this A)'EEMEN$"
11.11 SHOP 2nspections"
2n order to safeguard the MA'(S and determine compliance &ith the SYS$EM S$AN+A'+S/ SHOPPE COMPANY
representatives shall have the absolute right to enter/ remain in/ and inspect the SHOP &henever SHOPPE COMPANY
deems it appropriate" SHOPPE COMPANY representatives may/ &ithout prior notice to 1'ANCH2SEE/ intervie&
1'ANCH2SEE4S employees and customers/ ta0e photographs/ video/ and similar recordings/ e;amine/ evaluate and
ta0e representative sample of the foods/ beverages/ and other products stored/ sold or used at the SHOP" SHOPPE
COMPANY shall have the right to use all intervie&s/ photographs/ video/ and other recordings for any reason SHOPPE
COMPANY deems appropriate/ including in advertising/ mar0eting and other promotional materials" 1'ANCH2SEE &ill
not be entitled to/ and hereby e;pressly &aives/ any right that it might other&ise have to be compensated for the use
of intervie&s/ photographs/ video/ and other recordings by SHOPPE COMPANY/ its advertising agencies/ or other
SYS$EM franchisees"
11.12 Correcting +eficiencies"
1'ANCH2SEE shall at its o&n e;pense promptly/ and &ithin any period reasonably specified by SHOPPE COMPANY/
correct any violation of the SYS$EM S$AN+A'+S" 2f/ during an inspection/ SHOPPE COMPANY identifies a violation of
the SYS$EM S$AN+A'+S that8
!a% is a reoccurrence of a previously identified violation of the System Standards/ occurring at the Shop &ithin
the preceding 57 monthsC or
!b% is a continuation of a previously identified violation of the System Standards/ &hich 1'ANCH2SEE failed to
correct &ithin the period specified by SHOPPE COMPANYC or
!c% is the same as a violation of the System Standards that/ &ithin the preceding 57 months/ &as identified by
SHOPPE COMPANY at another Haagen*+a9s- Shop in &hich 1'ANCH2SEE has an interest/ and in relation to &hich the
corrective period specified by SHOPPE COMPANY ended before the inspection of the ShopC
then SHOPPE COMPANY may reuire 1'ANCH2SEE to reimburse SHOPPE COMPANY for the costs of a subseuent
inspection of the SHOP/ conducted to determine &hether the reoccurring or continuing violation of the SYS$EM
S$AN+A'+S has been cured/ at the rate of E5::":: per hour of the SHOPPE COMPANY representative4s time
!including travel time% plus travel and related e;penses" $his remedy is
in addition to/ and not in lieu of/ other rights or remedies that SHOPPE COMPANY has for 1'ANCH2SEE4S breach of this
A)'EEMEN$"
11.1# 2mmediate 'emoval of Non*Conforming 2tems"
SHOPPE COMPANY shall have the absolute right to direct the immediate removal of any item present in the SHOP that
does not conform to the SYS$EM S$AN+A'+S" ?ithout compensating 1'ANCH2SEE/ SHOPPE COMPANY shall have the
absolute right to confiscate/ discard/ or destroy any food/ beverages/ euipment/ supplies/ advertising/ mar0eting/
point of sale materials/ signage/ and any other items that do not conform to the SYS$EM S$AN+A'+S" $his remedy is
in addition to/ and not in lieu of/ other rights or remedies that SHOPPE COMPANY has for 1'ANCH2SEE4S breach of this
A)'EEMEN$"
11.1+ 'epair and 'enovation"
1'ANCH2SEE shall repair/ rehabilitate/ refurbish/ moderni9e/ renovate and upgrade the SHOP periodically to maintain it
in a clean/ attractive and orderly condition/ to provide efficient/ high*uality service to the public/ and to conform to
ongoing SYS$EM S$AN+A'+S and specifications applicable generally to HAA)EN*+A,S- SHOPs/ as periodically
revised by SHOPPE COMPANY" 1'ANCH2SEE must obtain the prior &ritten approval of SHOPPE COMPANY if any efforts
to be ta0en under this Section
55"56 &ill result in a temporary halt of operations/ or &ill at any time result in a change to the euipment layout/
finish materials/ or any other aspect of the design of the SHOP" 1'ANCH2SEE shall be solely responsible/ irrespective
of &hether 1'ANCH2SEE has obtained any approval from SHOPPE COMPANY/ to ma0e certain that the SHOP is
accessible to the fullest e;tent reuired by the Americans &ith +isabilities Act/ and conforms to any applicable local
building codes and other la&s and regulations" ?ithout limiting the foregoing/ 1'ANCH2SEE shall/ unless reuired to
do so more uic0ly by SHOPPE COMPANY in any particular instance/ repair any improper condition of the SHOP
P'EM2SES/ or the euipment or furnishings in the SHOP P'EM2SES/ &ithin >: days after first being identified by
1'ANCH2SEE or SHOPPE COMPANY"
11.1, 'emodeling"
2n addition to the continuing obligations identified in Section 55"56/ if reuired by SHOPPE COMPANY/ then
1'ANCH2SEE shall completely remodel the SHOP so as to bring it into substantial compliance &ith the then current
design and other operational reuirements of SHOPPE COMPANY/ in accordance &ith E=H2<2$ </ provided ho&ever
that SHOPPE COMPANY &ill not reuire 1'ANCH2SEE to remodel the SHOP more than once during any B*year period"
11.1; Euipment and $echnology .pgrades"
+uring the $E'M/ 1'ANCH2SEE shall ma0e any euipment upgrades and additions/ including upgrades and additions
reflecting ne& technologies adopted by SHOPPE COMPANY/ &ithin L: days of NO$2CE from SHOPPE COMPANY" $he
foregoing obligation is in addition to any reuirements to upgrade the POS SYS$EM imposed by or under Section
15"7:">"
11.1= Sales and Product Mi; 'eporting 'euirements"
1'ANCH2SEE shall upon reuest periodically provide SHOPPE COMPANY &ith any and all reuested information related
to 1'ANCH2SEE4S sales/ costs/ earnings and related items" 1'ANCH2SEE ac0no&ledges that SHOPPE COMPANY may
reuest this information be provided monthly/ and occasionally more often/ and in some instances 1'ANCH2SEE may
be reuired to trac0 certain information not regularly trac0ed by 1'ANCH2SEE"
11.1? Pro3ecting 'euirements of HAA)EN*+A,S- P'O+.C$S O Other Products"
At the reuest of SHOPPE COMPANY/ 1'ANCH2SEE shall periodically pro3ect sales/ costs/ and product reuirements"
1'ANCH2SEE shall endeavor to pro3ect uantities of products needed/ including uantity of each of the HAA)EN*
+A,S- P'O+.C$S/ and the anticipated timing of such need" 1'ANCH2SEE ac0no&ledges that this information is
important to SHOPPE COMPANY so that it or its designated supplier may pro3ect uantities of HAA)EN*+A,S-
P'O+.C$S to manufacture" Not&ithstanding the purpose for reuiring this information from 1'ANCH2SEE/ or the
accuracy of 1'ANCH2SEE4S pro3ections/
under no circumstances shall 1'ANCH2SEE4S compliance &ith this Section 55"5F be deemed to reuire SHOPPE
COMPANY or its designated supplier to sell 1'ANCH2SEE the pro3ected uantities of any particular HAA)EN*+A,S-
P'O+.C$S"
11.1@ Hours o" $3er!tion.
1'ANCH2SEE shall 0eep the SHOP open and in normal operation during the days and hours SHOPPE COMPANY from
time to time specifies in the SHOP OPE'A$2ONS MAN.AA or other&ise approves in &riting" 1'ANCH2SEE shall
conspicuously post on or &ithin the SHOP P'EM2SES/ at a location visible to consumers during the SHOP4S operational
and non*operational hours/ and acceptable to SHOPPE COMPANY/ the SHOP4S normal hours of operationC and
1'ANCH2SEE shall 0eep the SHOP open and in normal operation during the days and hours posted"
11.2C $S SYSTEM.
$o ensure the efficient management and operation of the SHOP/ and the reporting of data and information to SHOPPE
COMPANY/ 1'ANCH2SEE shall/ at its o&n e;pense/ install/ and during the $E'M shall properly maintain in good
&or0ing order/ a computeri9ed point of sale system !the #POS SYS$EM#% consisting of one or more cash registers/ a
modem/ soft&are/ cables/ a dedicated telephone line !or alternative communications line designated by/ or permitted
by SHOPPE COMPANY%/ and other accessories and peripheral euipment/ all of &hich must be approved by SHOPPE
COMPANY in the SHOP OPE'A$2ONS MAN.AA or other&ise in &riting" .nless SHOPPE COMPANY in &riting permits
other&ise/ the euipment ma0ing*up the POS SYS$EM shall be purchased only from a source designated by SHOPPE
COMPANYC and initially programmed and from time to time reprogrammed only by someone designated by SHOPPE
COMPANY/ &hich reuirements 1'ANCH2SEE agrees are reasonable in order to reasonably maintain POS SYS$EM
uniformity among various HAA)EN*+A,S- SHOPs"
11.2C.1 Collectin2 $S INF$RMATI$N.
1'ANCH2SEE shall at all times use the POS SYS$EM to accurately/ consistently/ and completely capture/ record/ and
structure all data and information that SHOPPE COMPANY prescribes in the SHOP OPE'A$2ONS MAN.AA or other&ise
!the #POS 2N1O'MA$2ON#%"
11.2C.2 SH$E C$MANY Access to $S INF$RMATI$N.
1'ANCH2SEE agrees that SHOPPE COMPANY &ill have the absolute right to retrieve/ electronically and manually/ any
or all of the POS 2N1O'MA$2ON that SHOPPE COMPANY deems necessary or appropriate/ or desires" 1'ANCH2SEE may
retrieve the POS 2N1O'MA$2ON at intervals and times SHOPPE COMPANY determines/ and &ithout any advance notice
to 1'ANCH2SEE" 1'ANCH2SEE shall assist SHOPPE COMPANY in initially establishing electronic access to the POS
2N1O'MA$2ON/ and shall thereafter/ as reuired by SHOPPE COMPANY/ from time to time provide further assistance in
connection &ith the retrieval of the POS 2N1O'MA$2ON"
11.2C.# )3d!tes. Modi"ic!tions- !nd Re3l!ce7ents.
1'ANCH2SEE shall update or replace soft&are used by the POS SYS$EM/ as directed by SHOPPE COMPANY"
1'ANCH2SEE shall ma0e/ or at SHOPPE COMPANY4S direction shall permit someone else to ma0e/ any programming
changes reuired from time to time by SHOPPE COMPANY" SHOPPE COMPANY may/ at any time/ but not more
freuently than once every three years/ reuire 1'ANCH2SEE to update or replace the entire POS SYS$EM to bring it
into conformity &ith SHOPPE COMPANY4S then current approved POS SYS$EM" 1'ANCH2SEE &ill accomplish the
reuired updates/ replacements/ changes and other modifications &ithin the timeframes SHOPPE COMPANY specifies"
11.2C.+ SH$E C$MANY'S $5nershi3 !nd )se o" $S In"or7!tion
1'ANCH2SEE agrees that all POS 2N1O'MA$2ON provided to SHOPPE COMPANY/ &hether electronically retrieved or
other&ise received/ &ill become SHOPPE COMPANY4S property and
may be used by SHOPPE COMPANY in any manner SHOPPE COMPANY considers appropriate/ provided ho&ever that
SHOPPE COMPANY &ill not share POS 2N1O'MA$2ON &ith other SYS$EM franchisees &ithout 1'ANCH2SEE4S
permission/ unless presented in a manner that &ould not reasonably enable the other SYS$EM franchisees to
associate the POS 2N1O'MA$2ON to the SHOP"
11.2C., $ther Re9uire7ents
2f SHOPPE COMPANY reuires/ then in connection &ith soft&are for the POS SYS$EM/
1'ANCH2SEE &ill enter into/ and abide by/ any soft&are licensing agreements &ith SHOPPE
COMPANY or a third*party soft&are publisher or vendor" 2f SHOPPE COMPANY reuires/ then
1'ANCH2SEE &ill at its o&n e;pense subscribe to a regular maintenance program for the POS
SYS$EM"
11.21 Acce3t!nce o" Credit !nd Debit C!rds
$he POS SYS$EM shall include euipment/ soft&are/ and anything else necessary to ma0e the POS SYS$EM capable of
accepting/ and 1'ANCH2SEE shall accept/ credit cards and debit cards specified by SHOPPE COMPANY/ and similar
redemption devices specified by SHOPPE COMPANY/ that enable purchases to be made &ithout the physical e;change
of currencyC and 1'ANCH2SEE shall/ it its o&n e;pense/ subscribe to any related processing services designated by
SHOPPE COMPANY"
11.22 %i"t C!rd ro2r!7
1'ANCH2SEE shall at its o&n e;pense participate in any gift card program !or similar gift redemption device program%
established by SHOPPE COMPANY/ &hich may involve the issuance and acceptance of gift cards !or other gift
redemption devises% through the POS SYS$EM/ and may reuire 1'ANCH2SEE to obtain additional euipment as part
of its POS SYS$EM"
11.2# Cou3ons !nd Discount $""ers.
1'ANCH2SEE &ill not issue coupons e;cept those that have been approved by SHOPPE COMPANY in accordance &ith
Section 5>"B" Coupons issued by 1'ANCH2SEE &ill clearly identify the SHOP/ and any other HAA)EN*+A,S- SHOP/ if
any/ &here they are redeemable/ and &ill state that they are not redeemable at any other HAA)EN*+A,S- SHOP" 2f
1'ANCH2SEE elects to accept any coupons issued by SHOPPE COMPANY/ &hich are redeemable at participating
HAA)EN*+A,S- SHOPs/ then 1'ANCH2SEE &ill honor the redemption policies established from time to time by
SHOPPE COMPANY" 1'ANCH2SEE is solely responsible for determining &hether any discounts or other terms of sale
offered by 1'ANCH2SEE/ coupons issued by 1'ANCH2SEE/ and coupons accepted by 1'ANCH2SEE/ including those
issued by SHOPPE COMPANY/ comply &ith applicable la&s/ including local dairy la&s"
11.2+ ro7otion!l M!teri!ls.
1'ANCH2SEE ac0no&ledges that 1'ANCH2SEE and other SYS$EM franchisees may benefit from the promotion of
HAA)EN*+A,S- P'O+.C$S/ HAA)EN*+A,S- SHOPs and the SYS$EM" 1'ANCH2SEE ac0no&ledges that certain
supplies used in the SHOP !e"g" ice cream cone &rappersC nap0insC sundae and beverage cupsC etc"% and point of sale
communication materials displayed or used in the SHOP !e"g" brochures/ postersC etc"%/ in addition to displaying the
MA'(S/ may/ at the determination of SHOPPE COMPANY/ display information about HAA)EN*+A,S- P'O+.C$S/
HAA)EN*+A,S- SHOPs and the SYS$EM that may be of interest to consumers/ including information relating to
HAA)EN*+A,S- SHOP franchise opportunities" 2f reuested by SHOPPE COMPANY/ then 1'ANCH2SEE &ill post/
display/ or ma0e available to consumers/ in a manner reasonably determined by SHOPPE COMPANY information
relating to HAA)EN*+A,S- P'O+.C$S/ the SYS$EM/ including if reuested by SHOPPE COMPANY/ the addresses of
other HAA)EN*+A,S- SHOPs/ and HAA)EN*+A,S- SHOP franchise opportunities"
11.2, Access to E7!il E Internet1 Consent to Co77unic!tion Mediu7. 1'ANCH2SEE ac0no&ledges
that the &orld &ide &eb/ internet/ intranet/ e;tranet/ email/ and similar medium are becoming an increasingly
accepted and normal &ay of communicating" 1'ANCH2SEE
further ac0no&ledges that SHOPPE COMPANY may from time to time desire to communicate &ith 1'ANCH2SEE using
any of the foregoing medium" $herefore/ 1'ANCH2SEE shall at all times/ before and during the $E'M/ have ready
access to a computer !at the SHOP/ 1'ANCH2SEE4S home/ or some other convenient location% &ith internet access and
a reasonably current &eb bro&ser/ and8
!a% maintain an email address to &hich SHOPPE COMPANY may send electronic communicationsC 0eep SHOPPE
COMPANY apprised of 1'ANCH2SEE4S current email addressC regularly chec0/ at a freuency specified by SHOPPE
COMPANY/ &hich may be every day/ for email communications from SHOPPE COMPANYC
!b% timely respond to email communications from SHOPPE COMPANY/ &hich/ unless a different time*period is
specified/ &ill mean &ithin D7 hours from receiptC
!c% in the event SHOPPE COMPANY establishes an intranet/ e;tranet/ or other means of posting information on a
&eb site or similar on*line medium/ then regularly chec0/ at a freuency specified by SHOPPE COMPANY/ &hich may be
every day/ for information communicated by SHOPPE COMPANY"
E;cept in the case of a NO$2CE/ 1'ANCH2SEE hereby consents to receiving any communication or information
contemplated by A)'EEMEN$ in any manner contemplated by this Section 55"7B/ &hich communication or information
shall be deemed communicated upon sending electronically to the email address designated by 1'ANCH2SEE for such
purpose/ or upon posting on any &eb site or other on*line medium maintained by SHOPPE COMPANY for such purpose"
55"7G Prompt Payment of Obligations"
1'ANCH2SEE ac0no&ledges that 1'ANCH2SEE4S payment practices can impact the &illingness of third parties to do
business &ith/ and e;tend credit to/ other SYS$EM franchiseesC the good &ill associated &ith the MA'(SC and
1'ANCH2SEE4S ability to operate the SHOP in accordance &ith the SYS$EM S$AN+A'+S" $herefore 1'ANCH2SEE shall
timely pay all obligations and liabilities due and payable to vendors/ suppliers/ distributors/ the AAN+AO'+/ and other
parties to &hom 1'ANCH2SEE incurs obligations in connection &ith the 1'ANCH2SE"
55"7D Significant Event Notifications"
1'ANCH2SEE &ill 0eep SHOPPE COMPANY informed of any fact/ matter or circumstance that has a significant bearing
on 1'ANCH2SEE4S ability to continue to operate the SHOP in accordance &ith this A)'EEMEN$ and the SYS$EM
S$AN+A'+S" ?ithout limiting the preceding reuirement/ 1'ANCH2SEE shall promptly/ and in no event more than D
days after 1'ANCH2SEE becomes a&are of any of the follo&ing situations related to the SHOP/ provide NO$2CE to
SHOPPE COMPANY of the circumstances/ and provide SHOPPE COMPANY &ith copies of pertinent documents/ and any
other information SHOPPE COMPANY reuires8
!a% Any notice of default received &ith respect to the SHOP P'EM2SES from the AAN+AO'+/ a rental agent/
mortgagee/ or lender"
!b% Any claims/ la&suits/ or other legal proceedings/ asserted or brought by any consumer/ employee/
governmental agency/ or anyone else"
!c% Any governmental inspections/ notices/ claims/ reports/ &arnings/ or citations"
!d% Any fires/ robberies/ in3uries/ or similar events occurring on or at the SHOP P'EM2SES"
!e% Any other matters/ including those not related to the SHOP/ that could impair the good &ill associated &ith
the MA'(S or the SYS$EM"