What is the 'Shop' in the context of a Ben Jerrys franchise agreement?

nnection with the Scoop Shop. | |

• 1. No Franchise Rights. No offer by BEN & JERRY'S to grant a franchise to PROSPECTIVE OPERATOR shall be made except by a written document specifically identified as a Ben & Jerry's Franchise Agreement which is executed by an officer of BEN & JERRY'S. This Preliminary Agreement is not an offer of a franchise or a commitment or promise by BEN & JERRY'S to offer PROSPECTIVE OPERATOR a franchise. Unless and until a Franchise Agreement is signed by BEN & JERRY'S, PROSPECTIVE OPERATOR shall not use the "Ben & Jerry's" marks or system, nor shall PROSPECTIVE OPERATOR at any time make any representations or commitment on behalf of BEN & JERRY'S.
• 1. Application. PROSPECTIVE OPERATOR agrees to make all applications and provide all information reasonably requested by BEN & JERRY'S to evaluate PROSPECTIVE OPERATOR's qualifications and suitability to enter into a Franchise Agreement with BEN & JERRY'S.
• 1. Identification of a Site for a Shop. Within the Evaluation Period, PROSPECTIVE OPERATOR agrees to locate and submit one or more proposed sites, in the manner described

below, as necessary to identify a specific site for a Shop that BEN & JERRY'S finds acceptable as described below. PROSPECTIVE OPERATOR shall submit to BEN & JERRY'S a site evaluation package ("SEP"), in a form prescribed by BEN & JERRY'S, identifying each proposed site and describing the preliminary design, relevant demographic and cost factors concerning such site. BEN & JERRY'S shall have the right to require that PROSPECTIVE OPERATOR simultaneously submit SEP's for up to three (3) proposed sites. BEN & JERRY'S shall have ten (10) business days after receipt of a SEP from PROSPECTIVE OPERATOR to approve or disapprove, in its sole discretion, the proposed site for the Shop. PROSPECTIVE OPERATOR must obtain written approval by BEN & JERRY'S of the proposed site, including its preliminary design, in the form of a "Site Authorization Notice," before executing a lease or a binding agreement to purchase the proposed site. PROSPECTIVE OPERATOR shall execute a lease that complies with Section 7 of this Preliminary Agreement or a binding agreement to purchase the site within thirty (30) days of approval of the site by BEN & JERRY'S. After execution of the lease or binding agreement to purchase the site, BEN & JERRY'S will provide PROSPECTIVE OPERATOR with a copy of the Franchise Agreement for signature.

• 1. Leases. If PROSPECTIVE OPERATOR will occupy the premises from which the Shop is operated under a lease or sublease, PROSPECTIVE OPERATOR shall, prior to the execution of the lease, submit the lease to BEN & JERRY'S for its review to ensure that the lease contains the conditions set forth in the Ben & Jerry's Lease Rider which may include, but are not limited to:
• a. That the initial term of the lease, or the initial term together with renewal terms, shall be for ten (10) years, unless a shorter term is approved by BEN & JERRY'S;
• b. That the lessor consents to PROSPECTIVE OPERATOR's use of such Proprietary Marks (as defined in the Franchise Agreement) and initial signage as BEN & JERRY'S may prescribe for the Shop;
• c. That the use of the premises be restricted solely to the operation of the Shop;
• d. That the lessor provide to BEN & JERRY'S copies of any and all notices of default given to PROSPECTIVE OPERATOR under the lease; and
• e. That BEN & JERRY'S have the right to enter the premises to make modifications necessary to protect the Proprietary Marks or the System or to cure any default under the Franchise Agreement.
• 1. Confidentiality. During the Evaluation Period, certain confidential information about BEN & JERRY'S and its System may be disclosed or otherwise made known to PROSPECTIVE OPERATOR ("Confidential Information"). PROSPECTIVE OPERATOR agrees to respect and maintain the confidential nature of such Confidential Information, and not in any way disclose the Confidential Information in the operation of any business (excluding a Shop operated pursuant to a Franchise Agreement). It is agreed that PROSPECTIVE

OPERATOR's obligations under this Section 8 shall not expire upon termination of this Preliminary Agreement.

• 1. Transfer. This Preliminary Agreement is personal to PROSPECTIVE OPERATOR and it may not be transferred by assignment, will or operation of law.

Source: Item 23 — RECEIPTS (FDD pages 134–358)