What does the development fee include for Best In Class Education Center?

• 1. DEFINITIONS. Capitalized terms not defined above have the meanings given to them below, or if not defined below, the meanings given to them in the Initial Franchise Agreement.
  • "Developer Entity" means an Entity that: (a) signs this Agreement as the area developer (if this Agreement is signed by an Entity); or (b) assumes this Agreement subsequent to its execution by the original Owners.
  • "Development Business" means the business you conduct pursuant to this Agreement consisting of developing and opening Centers within the Development Territory.
  • "Development Schedule" means the schedule described in §4.1 and Part C of ATTACHMENT "A" for the development of the Centers within the Development Territory.
  • "Development Territory" means the geographic area described in Part D of ATTACHMENT "A".
  • "Dispute" means any Claim, dispute or disagreement between the parties, including any matter pertaining to: (a) the interpretation or enforcement of this Agreement; (b) the offer or sale of the area development rights; or (c) the relationship between the parties.
  • "Franchise Agreement" means a Best In Class Education Center Franchise Agreement executed by us and you (or your affiliate) for the development and operation of a Center pursuant to this Agreement.
  • "General Release" means our then-current form of Waiver and Release of Claims that you and your Owners must sign pursuant to §7.2 in connection with a Transfer.
  • "Initial Franchise Agreement" means the Franchise Agreement executed by you concurrently with the execution of this Agreement for the first Center to be established pursuant to this Agreement.
  • "Initial Franchise Fee" means the initial franchise fee you must pay for each Center to be developed under this Agreement as set forth in Part B of ATTACHMENT "A".
  • "Owner" means a Person who meets any of the following criteria: (a) the Person directly signs this Agreement as the area developer, either alone or in conjunction with one or more other Persons; (b) the Person directly or indirectly through one or more intermediaries owns an Equity Interest in the Development Business or Developer Entity; (c) the Person directly signs a Franchise Agreement as the franchisee, either alone or in conjunction with one or more other Persons; and/or (d) the Person directly or indirectly through one or more intermediaries owns an Equity Interest in any affiliate of yours that executes a Franchise Agreement as authorized by §6.
  • "Permitted Transfer" means a Transfer: (a) between existing Owners; or (b) by the Owners to a new Developer Entity for which such Owners collectively own and control 100% of the Equity Interests; provided, however, that a Permitted Transfer does not include any Transfer that results in the Managing Owner owning less than 20% of the Equity Interests in the Development Business or Developer Entity.
  • "Term" means the period of time beginning on the Effective Date of this Agreement and expiring on the earlier to occur of: (a) the opening date listed in the Development Schedule for the last Center you are required to open; or (b) the date this Agreement is effectively terminated.
  • "Transfer" means any direct or indirect, voluntary or involuntary, assignment, sale, conveyance, subdivision, sublicense or other transfer or disposition of:
  • (a) this Agreement (or any interest therein);
  • (b) the area development rights granted by this Agreement (or any interest therein);
  • (c) the Development Business you conduct pursuant to this Agreement (or any interest therein); or
  • (d) an Equity Interest in the Development Business or Developer Entity;
  • including by: merger or consolidation; judicial award, order or decree;

Source: Item 23 — RECEIPT (FDD pages 47–204)