What obligations must a Beyond Juicery Eatery developer fulfill to avoid being in default of the development agreement?

ystem discussion forums and system-wide communications (among other activities) can be effected. We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any website we establish and maintain, including any and all material you may furnish to us as provided above.

H. This Agreement is not a Franchise Agreement and you have no right to use in any manner the Trademarks by virtue of this Agreement. You have no right under this Agreement to sublicense, subfranchise, offer, or sell to others the right to operate a business or Restaurant or use the System or Trademarks.

3. DEVELOPMENT SCHEDULE; LOCATION SELECTION; OCCUPANCY CONTRACT; DEVELOPMENT MATERIALS

• A. Developer shall develop, open, commence operation of, and continuously operate pursuant to the respective Franchise Agreements the minimum number of Franchised Restaurants in the Territory, pursuant to the Development Schedule as described in Attachment 1 to the Area Development Agreement.
• B. Each Franchised Restaurant and the cumulative number of Franchised Restaurants indicated in the Development Schedule shall be OPEN AND OPERATING by the date(s) specified therein. Developer shall select a Location that we approve consistent with the applicable Franchise Agreement so that each and every Franchised Restaurant is OPEN AND OPERATING pursuant to the Development Schedule. Our consent to any Location or execution of a Franchise Agreement shall not waive, extend, or modify the Development Schedule. Unless otherwise agreed and approved by us, the Franchised Restaurants shall refer to Beyond Juicery + Eatery Restaurants operating pursuant to the System.

If the Developer shall close any Location, whether voluntarily or involuntarily, and whether as a result of the loss of possession of the premises, by fire or other casualty, or otherwise, the Developer shall locate and secure a suitable alternative Location or premises approved by us within three (3) months from the loss of possession of the original site, and shall be open for business at the new Location not more than nine (9) months following the closing of the prior Location, while at the same time maintaining the Development Schedule. If a suitable alternative Location is not secured and opened as hereinabove described or if Developer does not comply with the Development Schedule, this Agreement and the right of the Developer to develop additional Locations under this Agreement shall terminate. The opening of a Location in replacement of another Location under this paragraph shall not satisfy the Developer's obligation to open Locations under this Section 3 of this Agreement.

C. We make no representation or warranty as to the number of Franchised Restaurants that can be operated in the Territory. Developer assumes all cost, liability, expense, risk, and responsibility for locating, obtaining, and developing Locations for the Franchised Restaurants, and for constructing and equipping Franchised Restaurants at such Locations. Developer shall obtain our consent to each Location (including, without limitation, the Trademarks which shall be used to identify the Franchised Restaurant at the Location to the public) pursuant to the time frames set forth in the applicable Franchise Agreement so that Developer maintains compliance with the

Development Schedule, including submission of our then-existing Location selection criteria and procedures including:

• (1) submission of all Development Materials to us; and
• (2) with respect to each Franchised Restaurant to be developed hereunder, completion of one (1) Location visit by us, if we require; and
• (3) You must not be in default of this Agreement, any Franchise Agreement entered into pursuant to this Agreement or any other agreement between you and any of your affiliates and us or any of our Affiliates. You and your affiliates must not be in default of any agreement between you and any of your affiliate(s) and any approved or designated supplier or any other vendor. You must have satisfied on a timely basis all monetary and material obligations under the Franchise Agreements for all existing Franchised Restaurants.
• D. Within a reasonable time (usually forty-five [45] days) following receipt of all Development Materials and completion of any such visit, we shall consent to or reject such Location. Our failure to consent shall constitute rejection of such Location. Promptly after our consent is obtained, but prior to commencing construction at such Location, Developer shall execute a Franchise Agreement and pay the Franchise Fee.
• E.

Source: Item 23 — RECEIPTS (FDD pages 60–337)