What is Big Apple Bagels' obligation regarding site inspection for a prospective franchisee?

her businesses, included in or excluded from BAB's criteria could change, thereby altering the potential of a site and premises. The uncertainty and instability of such criteria are beyond BAB's control and PROSPECTIVE FRANCHISEE agrees that BAB shall not be responsible for the failure of a site and premises approved by BAB to meet PROSPECTIVE FRANCHISEE's expectations as to potential revenue or operational criteria. PROSPECTIVE FRANCHISEE further acknowledges and agrees that his acceptance of a Franchise for the operation of a BAGELS Store at the premises is based on his own independent investigation of the suitability of the premises.

• 1. BAB agrees to expend such time and effort and to incur such expense as may reasonably be required to inspect sites proposed by PROSPECTIVE FRANCHISEE for a BAGELS Store to be operated by PROSPECTIVE FRANCHISEE. Unless PROSPECTIVE FRANCHISEE withdraws his application for a Franchise as hereinafter provided, PROSPECTIVE FRANCHISEE agrees that within fourteen (14) days of approval by BAB of a site for PROSPECTIVE FRANCHISEE's BAGELS Store, PROSPECTIVE FRANCHISEE will execute BAB's Franchise Agreement, in the form delivered to PROSPECTIVE FRANCHISEE. In the event PROSPECTIVE FRANCHISEE fails to execute BAB's Franchise Agreement within said fourteen (14) days, BAB may, at its sole option, terminate this Preliminary Agreement, in which event PROSPECTIVE FRANCHISEE shall not be entitled to any refund of the Deposit.
  • a. PROSPECTIVE FRANCHISEE may withdraw his application for a Franchise and terminate this Preliminary Agreement by a written notice of termination delivered to BAB at any time prior to the submission by PROSPECTIVE FRANCHISEE of a proposed site and the approval by BAB of said site. Upon termination prior to the approval by BAB of a site, BAB shall refund PROSPECTIVE FRANCHISEE's Deposit less Three Thousand ($3,000.00) Dollars.
  • b. Any refund of deposit is conditioned on PROSPECTIVE FRANCHISEE returning to BAB any written criteria for site selection referred to in Paragraph 3 above. The amount withheld by BAB is to compensate the expenses incurred by BAB in connection with PROSPECTIVE FRANCHISEE's proposed purchase of a BAGELS Franchise, including, without limitation, those expenses related to research, demographics data, preliminary layouts, inspection of a site for PROSPECTIVE FRANCHISEE's BAGELS Store, travel and living expenses, compensation of employees of BAB and legal fees and expenses.
• 1. PROSPECTIVE FRANCHISEE's rights under this Preliminary Agreement are personal in nature and are not transferable by assignment, will or operation of law.
• 1. Notwithstanding the expiration of this Agreement, the parties agree that in the event PROSPECTIVE FRANCHISEE submits a proposed site to BAB within twenty (20) days prior to the expiration date, this Agreement will not expire until BAB has had a reasonable opportunity to evaluate the site to determine whether the site meets BAB's standards and criteria described in Paragraph 3 above.
• 1. NOTICES. All notices permitted or required under this Agreement must be in writing. Email and facsimile transmissions are considered written notice, provided that the sender confirms transmission of said email or facsimile transmission. "Confirming transmission" is accomplished by the sender printing a paper copy showing that the document was sent via email or facsimile, and upon request by the recipient, furnishing said paper copy to the recipient. Verbal, oral, or in-person communications are not considered effective notice, unless the sender follows up on said communications in writing. Notices shall be deemed delivered (a) at the time if delivered in person; (b) the day of transmission if by facsimile or by another electronic system, provided that the transmission is done on a business day during the hours of 8:00 a.m. and 5:00 p.m. Chicago time;

Source: Item 23 — RECEIPTS (FDD pages 87–319)