Is Capriottis Sandwich Shop responsible for reviewing the entire lease agreement?
Capriottis_Sandwich_Shop Franchise · 2025 FDDAnswer from 2025 FDD Document
ate first above written.
CAPRIOTTI'S SANDWICH SHOP, INC. INITIALS: ______: ______
CAPRIOTTI'S SANDWICH SHOP, INC.
RIDER
| TO THAT CERTAIN LEASE |
|---|
| DATED, 20 |
| (THE "FORM LEASE") |
| BETWEEN |
| A(N) |
| AS LANDLORD |
| AND |
| A(N) |
| AS TENANT |
| FOR THE PREMISES ("PREMISES") KNOWN AS: |
In the event of a conflict between the terms and conditions set forth within this Rider and the terms and conditions set forth in the Form Lease to which this Rider is attached, the terms and conditions set forth within this Rider shall govern and control.
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- Permitted Use. The Premises are leased to Tenant for the operation of a franchised restaurant which sells submarine sandwiches and associated food products. The Tenant may also use the Premises for promotions, celebrations, meetings, and other group functions where Tenant's services and products will be offered or sold.
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- Signage. Despite anything contained within the Form Lease to the contrary, Tenant shall, subject to the requirements of local law, have the right to utilize its standard signage and other proprietary marks and identification on both the exterior and within the interior of the Premises as approved by CAPRIOTTI'S SANDWICH SHOP, INC., a Nevada corporation and franchisor of the Capriotti's concept ("Franchisor").
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- Assignment and Subletting. Landlord's consent to an assignment of the Form Lease or subletting of the Premises shall not be required in connection with an assignment or subletting as a part of a merger, reorganization or sale of all or substantially all of Tenant's assets or business permitted by Franchisor under its Franchise Agreement with Tenant or an assignment or sublet to the Franchisor, any parent, subsidiary or permitted affiliated corporation of Tenant or Franchisor, or another CAPRIOTTI'S SANDWICH SHOP franchisee. Landlord shall approve as an assignee or sublessee any tenant who has become a transferee of the Franchise Agreement as a result of a permitted merger, reorganization or sale of all or substantially all of Tenant's assets. Tenant shall also have the right, without the consent of Landlord, to assign this Lease to a company incorporated or to be incorporated by Tenant or a partnership formed or to be formed by Tenant, provided that Tenant owns or beneficially controls a majority of the issued and outstanding shares of capital stock of the company or is the managing general partner of the partnership
INITIALS: ______: ______ CAPRIOTTI'S FA (2025) 1620420864.4
and such company or partnership operates a CAPRIOTTI'S SANDWICH SHOP under a Franchise Agreement with Franchisor.
- Notices; Opportunity to Cure. Copies of any demand letters, default notices or other similar notices of non-compliance ("Notice") sent by Landlord to Tenant shall also be sent to Franchisor at the following address:
Ashley Morris CAPRIOTTI'S SANDWICH SHOP, INC. 6056 S. Durango Drive, Suite 100 Las Vegas, NV 89113
In the event Tenant fails to cure or otherwise remedy the subject matter of the Notice, Landlord shall grant Franchisor the identical period of time in which to cure same (said cure period to commence immediately upon written notice from Landlord to Franchisor (at the address set forth in this Agreement) that Tenant has failed to cure in a timely manner) and Landlord agrees to accept the performance of Franchisor within said period of time as performance by Tenant according to the terms of the Form Lease.
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- Option to Lease. Landlord hereby agrees that, in the event of (a) the termination or expiration of the Franchise Agreement by and between Tenant and Franchisor; (b) the termination of the Form Lease for any cause whatsoever including, without limitation, a default by Tenant under the Form Lease after expiration of any applicable notice and cure periods; or (c) Tenant's failure to exercise any extension option contained in the Form Lease, Franchisor shall have the option to lease the Premises according to the same terms and conditions as are contained in the Form Lease, in accordance with the following:
- (a) Landlord agrees to promptly give written notice to Franchisor (at the address set forth in this Agreement) in the event the Form Lease is terminated as the result of a default by Tenant or in the event Tenant fails to exercise any remaining options to extend the term of the Form Lease;
- (b) If Franchisor elects to lease the Premises, Franchisor shall notify Landlord in writing of its election to exercise this option to lease within 30 days after (1) termination or expiration of the Franchise Agreement; (2) Franchisor's receipt of notice from Landlord that the Form Lease has been terminated; or (3) receipt of notice from Landlord that Tenant has failed to exercise an option to extend the term of the Form Lease;
- (c) If Franchisor elects to lease the Premises, Franchisor shall sign and deliver to Landlord a lease containing all of the same terms and conditions (including rental rates, terms and remaining options to extend the term of the Lease) as are contained in the Lease; provided, however, that Franchisor's leasehold interest shall not be subject to any defaults or claims that may exist between Landlord and Tenant and any lease shall permit Franchisor to assign the lease or sublease the Premises to a franchisee of Franchisor for use as a CAPRIOTTI'S SANDWICH SHOP franchised location; at which point, the new franchisee shall sign and deliver to Landlord a lease containing all of the same terms and conditions (including rental rates, terms and remaining options to extend the term of the Lease) as are contained in the Lease, and Franchisor shall be released from any and all liability under the lease; and
INITIALS:: (d) Nothing contained in this Agreement shall affect Landlord's right to recover any and all amounts due under the Form Lease from Tenant or to exercise any right of Landlord against Tenant as provided under the Form Lease.
Landlord acknowledges that it may not, without Franchisor's approval, allow Tenant to effect any disposition of the Premises as a result of which Tenant relinquishes the right to possess the Premises, including a proposed lease assignment, sublet of the Premises, sale or other conveyance of possessory rights to the Premises (whether or not with a formal lease assignment or sublet), or negotiated termination of the lease with Landlord or other event that enables another party to take over possession of the premises other than for the operation of a CAPRIOTTI'S SANDWICH SHOP location.
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- De-identification. Landlord and Tenant hereby acknowledge that in the event the Franchise Agreement expires or is terminated, Tenant is obligated under the Franchise Agreement to take certain steps to de-identify the location as a CAPRIOTTI'S SANDWICH SHOP Franchised Restaurant operated by Tenant. Landlord agrees to cooperate fully with Franchisor in enforcing the provisions of the Franchise Agreement against Tenant, including allowing Franchisor, its employees and agents to enter and remove signs, decor and materials bearing or displaying any marks, designs or logos of Franchisor; provided, however, that Landlord shall not be required to bear any expense thereof. Tenant agrees that if Tenant fails to de-identify the Premises promptly upon termination or expiration as required under the Franchise Agreement, Franchisor may cause all required de -identification to be completed at Tenant's sole cost and expense.
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- Assignment of Interest. This Rider is binding and shall inure to the benefit of Landlord, Tenant and Franchisor, their assigns and successors-in-interest. The Franchisor is an intended beneficiary of this Rider with the full right to enforce its terms against both Tenant and Landlord.
LANDLORD: TENANT: Its: Its: Agreed to: CAPRIOTTI'S SANDWICH SHOP, INC. INITIALS: ______: ______
Exhibit 2 – to the Site Selection Addendum
ACCEPTED LOCATION
The Accepted Location will be at: AGREED TO BY: FRANCHISOR: CAPRIOTTI'S SANDWICH SHOP, INC.
EXHIBIT B – to the Franchise Agreement
FRANCHISE GUARANTY AGREEMENT
THIS FRANCHISE GUARANTY AGREEMENT is given this date , by
| each of the undersigned parties.
Source: Item 22 — CONTRACTS (FDD page 73)
What This Means (2025 FDD)
Based on the 2025 FDD, while Capriottis Sandwich Shop doesn't explicitly review the entire lease agreement, certain clauses within the lease are subject to their approval, and they maintain specific rights regarding the premises.
The lease agreement between the landlord and the franchisee contains a rider that addresses the relationship between the landlord, tenant (franchisee), and franchisor (Capriottis Sandwich Shop). This rider stipulates that Capriotti's standard signage and proprietary marks must be approved by Capriotti's, indicating some level of oversight. Furthermore, the landlord cannot allow the tenant to relinquish possession of the premises without Capriotti's approval, ensuring that the location continues to operate as a Capriotti's Sandwich Shop.
Capriotti's Sandwich Shop also has the option to lease the premises if the Franchise Agreement is terminated, the lease is terminated due to the franchisee's default, or the franchisee fails to exercise an extension option. If Capriotti's elects to lease the premises, the lease will contain the same terms and conditions as the original lease. Additionally, copies of any default notices or non-compliance sent by the landlord to the tenant must also be sent to Capriotti's, who then has the opportunity to cure the issue if the tenant fails to do so.
These stipulations suggest that while the franchisee is responsible for negotiating the lease, Capriottis Sandwich Shop maintains a vested interest in the lease terms and the continued operation of a Capriotti's Sandwich Shop at the location. Prospective franchisees should clarify with Capriottis Sandwich Shop the extent of their involvement in the lease negotiation process and what specific lease terms are subject to their approval.