To what extent can a franchisee terminate the Black Bear Diner franchise agreement?

Once Franchisor has approved the site for the Franchised Restaurant, Franchisee has 365 days to actually open and begin operating the Franchised Restaurant. If Franchisee fails to open and begin operating the Franchised Restaurant within 365 days after Franchisor has approved the site for the Franchised Restaurant, Franchisor has the right to terminate the Franchise Agreement immediately on notice without any need for a cure opportunity.

16. RIGHTS AND DUTIES UPON EXPIRATION OR TERMINATION

Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall terminate and Franchisee will:

• (a) cease to operate the Franchised Restaurant under this Agreement and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Franchisee of Franchisor;
• (b) if requested, assign (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) its interest in the lease then in effect for the Approved Location to Franchisor;
• (c) cease to use the Confidential Information, the System, the Marks and any distinctive forms, slogans, signs, symbols, logos or devices associated with the Marks or System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms and any other items which display the Marks;
• (d) assign to Franchisor any assumed name or equivalent registration filed with state, city or county authorities which contain the name "Black Bear Diner" or any of the Marks;
• (e) pay all sums owing to Franchisor which may include, but not be limited to, all damages, costs and expenses, including reasonable attorneys' fees and lost future profits arising from the premature termination of this Agreement for cause due to Franchisee's abandonment or other material default that is not cured in accordance with the requirements of this Agreement;
• (f) pay to Franchisor all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise in obtaining injunctive or other relief for the enforcement of any provisions contained in Sections 17;
• (g) immediately return the Manual, all Confidential Information and all other records, files, instructions, brochures, agreements, disclosure statements and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Restaurant (all of which are acknowledged to be Franchisor's property);
• (h) assign to Franchisor, at Franchisor's option, all telephone numbers (and associated listings) for the Franchised Restaurant; and

(i) comply with all other applicable provisions of this Agreement including the noncompete provisions.

Source: Item 23 — RECEIPT (FDD pages 56–243)