What are the requirements for a Black Bear Diner Developer to be considered in compliance with the Development Agreement?
Black_Bear_Diner Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor shall execute the Franchise Agreement for each Black Bear Diner restaurant to be developed under this Agreement only if: (i) Developer is in compliance with and is not in default of any requirements and obligations of this Development Agreement or any other agreements between Franchisor and Developer; and (ii) in the case of each then existing Franchise Agreement, Developer, as Franchisee, is in compliance with all and is not in default of any of its obligations under the Franchise Agreement. In order to meet the Development Schedule, the Franchise Agreement must be executed by Developer and Franchisor in accordance with the Development Schedule.
For each Black Bear Diner restaurant to be developed hereunder, Developer shall submit to Franchisor, in a form specified by Franchisor, a completed site approval package which shall include a site approval form prescribed by Franchisor, an option contract, letter of intent, term sheet, or other evidence satisfactory to Franchisor which describes Developer's favorable prospects for obtaining such site, and such other information or materials as Franchisor may reasonably require.
For each Black Bear Diner restaurant to be developed hereunder, Developer shall execute a lease/sublease that complies with the applicable provisions of the Franchise Agreement, or a binding agreement to purchase the site.
Except as otherwise provided in Section 8.1, if Developer fails to comply with any material term and condition of this Agreement, or fails to comply with the terms and conditions of any Franchise Agreement or other development agreement between the Developer (or a person or entity affiliated with or controlled by the Developer) and Franchisor, such action shall constitute a default under this Agreement. Upon the occurrence of any such default, Franchisor may terminate this Agreement by giving written notice of termination stating the nature of such default to Developer at least thirty (30) days prior to the effective date of termination; provided, however, that Developer may avoid termination by immediately initiating a remedy to cure such default, curing it to Franchisor's satisfaction, and by promptly providing proof thereof to Franchisor within the thirty (30) day period (or such longer period as applicable law may require). If any such default is not cured within the specified time (or such longer period as applicable law may require), this Agreement and all rights granted hereunder (including but not limited to, the right to develop any new Black Bear Diner restaurants) will terminate without further notice to Developer, effective immediately upon the expiration of the thirty (30) day period (or such longer period as applicable law may require).
Time is of the essence of this Agreement. It will be a material breach of this Agreement to fail to perform any obligation within the time required or permitted by this Agreement.
Source: Item 23 — RECEIPT (FDD pages 56–243)
What This Means (2025 FDD)
According to the 2025 Black Bear Diner Franchise Disclosure Document, a Developer must meet specific requirements and obligations to remain in compliance with the Development Agreement. Black Bear Diner will only execute a Franchise Agreement if the Developer is in compliance and not in default of any requirements and obligations of the Development Agreement or any other agreements between the Franchisor and the Developer. Additionally, for each existing Franchise Agreement, the Developer, as Franchisee, must comply with all obligations and not be in default under the Franchise Agreement. The Franchise Agreement must be executed by both the Developer and Black Bear Diner according to the Development Schedule.
To exercise development rights for each Black Bear Diner restaurant, the Developer must submit a completed site approval package in the format specified by Black Bear Diner. This package should include a site approval form, an option contract, a letter of intent, a term sheet, or other evidence satisfactory to Black Bear Diner that demonstrates favorable prospects for obtaining the site, along with any other information or materials reasonably required by Black Bear Diner. Furthermore, for each Black Bear Diner restaurant to be developed, the Developer must execute a lease/sublease that complies with the applicable provisions of the Franchise Agreement, or a binding agreement to purchase the site.
If a Developer fails to comply with any material term or condition of the Development Agreement, or fails to comply with the terms and conditions of any Franchise Agreement or other development agreement between the Developer and Black Bear Diner, it constitutes a default under the Development Agreement. Black Bear Diner may terminate the agreement with written notice at least thirty (30) days prior to termination, giving the Developer an opportunity to cure the default to Black Bear Diner's satisfaction. Failure to cure the default within the specified time will result in immediate termination of the agreement and all development rights, without further notice. Time is of the essence of the Development Agreement, and failure to perform any obligation within the required time constitutes a material breach.