What responsibility does an Apricot Lane franchisee have regarding the franchisor's obligations pertaining to site selection, lease negotiations, construction, or other pre-opening obligations under the franchise agreement?

FRANCHISEE hereby indemnifies and agrees to hold harmless FRANCHISOR, its officers, directors, shareholders, partners, heirs, estates, employees and agents against any claims, actions, damages, losses, liability, and expense, including reasonable costs of attorney fees, court costs, processing costs and disbursement costs, that are in connection with site selection, lease negotiation and/or lease comment activities, including those resulting from:

• 1. any act of omission(s), performance, breach or any obligation of FRANCHISOR or its agents, during lease negotiation, site selection and/or lease comment activities, or; Initial______
• 1. any of FRANCHISOR's obligations pertaining to site selection, lease negotiations, construction or other pre-opening obligations under this Agreement. Initial______

D. FRANCHISEE's Lease Negotiation Responsibility

It is understood by FRANCHISEE that:

• 1. FRANCHISEE is responsible for negotiating the lease, and the terms of the lease, except those provisions required to be included by this Agreement, shall be as determined by the FRANCHISEE and the lessor. The FRANCHISOR has no obligation to assist FRANCHISEE in negotiating the terms of the lease;
• 1. FRANCHISOR recommends that FRANCHISEE hire an attorney or an experienced leasing specialist, who is familiar with the negotiation of commercial leases, to review the terms of the lease since the terms of the lease are the responsibility of the FRANCHISEE as to whether the lease terms are satisfactory and whether FRANCHISEE wants to sign the lease;
• 1. Neither by assisting FRANCHISEE in finding a location, by approving of the FRANCHISEE's site, by approving the FRANCHISEE's lease, nor by helping FRANCHISEE with the negotiation of the lease, does FRANCHISOR warrant in any way that the site or lease terms are adequate for FRANCHISEE's needs or purposes. FRANCHISOR's reviews, approvals, and assistance are based on its own criteria and are not a guaranty that FRANCHISEE will succeed in the site selected or under the terms of the lease approved by FRANCHISOR. Initial______

FRANCHISEE shall provide to FRANCHISOR a copy of all communications between FRANCHISEE, the landlord (and/or its representatives), and the leasing specialist.

FRANCHISOR does not, and will not, assume any liability or be deemed liable for any agreements, representations, or warranties made and entered into between FRANCHISEE, any landlord and/or any lease specialist, nor will FRANCHISOR be obligated for any damages to FRANCHISEE directly or indirectly arising out of the actions of any landlord, leasing specialist or anyone directly involved in lease negotiations. Initial______

D. Selection of General Contractor

FRANCHISEE agrees to retain a licensed General Contractor to build the Specialty Store.

• 1. FRANCHISOR may recommend to FRANCHISEE, at FRANCHISEE's sole option, a pre-approved, experienced, professional General Contractor at such fees as agreed to by the parties in writing. FRANCHISEE is encouraged but not required to use the FRANCHISOR's recommended General Contractor.
• 1. If FRANCHISEE chooses a licensed General Contractor on its own, one who has not had experience with a Specialty Store, that General Contractor must be approved by FRANCHISOR.
• 1. FRANCHISOR is available to FRANCHISEE for consultation to assist in the construction bidding process and in selecting a licensed General Contractor, but FRANCHISEE acknowledges that all design, construction, installation and similar contracts are between the FRANCHISEE and such third parties, and FRANCHISOR will bear no responsibility for the same. Furthermore, FRANCHISOR will not be responsible for delayed construction, overruns, equipment or decor item shortages or other design, installation and/or construction problems, or for any loss resulting therefrom.

The Franchised Business shall not be opened for business without the final approval by FRANCHISOR of the Franchised Business' compliance with the System. FRANCHISOR shall have access to the Premises while work is in progress for review purposes. FRANCHISEE is responsible for obtaining all final permits and certificates, including a certificate of occupancy. The Franchised Business may not open until all requisite government permits have been issued.

• 1. A suitable site must be secured by FRANCHISEE and approved by FRANCHISOR within _______ calendar months from date the Franchise Agreement is executed. By mutual agreement, extensions to this calendar period may be granted in three (3) calendar month increments by the issuance of a written letter from FRANCHISOR to FRANCHISEE and accepted in writing by FRANCHISEE. FRANCHISOR is not obligated to grant any extension of time and may decline to do so in its sole discretion.
• 1. If no suitable site is secured and approved in the time provided in Section 3 above or pursuant to any extensions of time granted and accepted, FRANCHISOR will be entitled to terminate the Franchise Agreement and retain the Five Thousand Dollar ($5,000) installment on the initial franchise fee paid by FRANCHISEE.

Source: Item 23 — RECEIPTS (FDD pages 51–222)