Dickeys_Barbecue_Pit 2024 Franchise FAQ - FDD Ninja

Question 1

What was the total number of Dickeys Barbecue Pit outlets at the start of 2023, including both U.S. and international locations?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|---|---|---|---|---|
| Franchised | 2022 | 477 | 475 | -2 |
|  | 2023 | 475 | 459 | -16 |
|  | 2024 | 459 | 376 | -83 |
| Company- | 2022 | 8 | 10 | +2 |
| Owned |  |  |  |  |
|  | 2023 | 10 | 9 | -1 |
|  | 2024 | 9 | 9 | 0 |
| Total Outlets | 2022 | 485 | 485 | 0 |
|  | 2023 | 485 | 469 | -16 |
|  | 2024 | 468 | 385 | -83 |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 84–95)

Question 2

What average monthly Net Sales figure is used to calculate Liquidated Damages for a Dickeys Barbecue Pit restaurant that hasn't opened or been open for 24 months?

Accepted Answer

If your Restaurant has not yet opened, or has not been open for at least 24 months at the time of termination, the average monthly Net Sales used to calculate Liquidated Damages will be based upon the average monthly Net Sales of all Dickey's Restaurants for the preceding fiscal year as determined from the audited financial statements of Dickey's published in its Franchise Disclosure Document.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 3

Does the Dickeys Barbecue Pit agreement allow SPARK to use and disclose transactional and system configuration information derived from Customer's Locations?

Accepted Answer

- L.3.

Notwithstand anything to the contrary herein, SPARK may use and disclose transactional and system configuration information that SPARK derivesfrom Customer's Locations via Customer's use of the On-Line Services, provided that SPARK will take appropriate safeguardsto protect Customer's Proprietary Information from public disclosure, such as confidentiality agreements or aggregation and anonymization.

- L.4.

Customer further agrees that may the will not communicate in any way (or assist, encourage, or support) any statement that may include SPARK's Trade Secrets, Proprietary Information, Confidential Information regarding the product, service, SPARK, its affiliates, partners, employees, service reviews, terms, features, enhancement and pricing or the personal or business reputation, acumen, skill, practices, or conduct of SPARK (including SPARK'S respective subsidiaries, directors, officers, employees, agents, or representatives) in connection with this User Agreement.

In addition, Spark may use aggregated/anonymized data derived from Customer's use of the Products for purpose of (a) analyzing and improving such Products, and (b) supplying such information to Dickey's Barbecue Restaurants, Inc. pursuant to any authorization

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 4

What effect does the 'No Waiver of Disclaimer of Reliance' provision have on statements or acknowledgments signed by Dickeys Barbecue Pit franchisees in Hawaii, Michigan, Rhode Island, South Dakota, or Wisconsin?

Accepted Answer

No Waiver of Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and franchises that are subject to the state franchise disclosure laws in Hawaii, Michigan, Rhode Island, South Dakota, or Wisconsin: No statement, questionnaire or acknowledgment signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on behalf of us. This provision supersedes any other term of any document executed in connection with the franchise. Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 5

Is a Dickeys Barbecue Pit franchisee required to offer delivery services?

Accepted Answer

You must offer delivery services from your Restaurant if one of our designated third-party delivery providers offers delivery services in the Assigned Area. You must make accommodations for those delivery services in compliance with our standards, including limiting the delivery services to any delivery area we specify to you in writing. (See Item 8) Any delivery area we specify is not exclusive and we may engage, and/or allow other franchisees and third parties to engage, in any activities we desire within the delivery area without any restrictions (including allowing other Dickey's franchisees and delivery service providers to provide delivery services in the delivery area). Any delivery area we specify is nothing more than the geographic boundaries in which you may deliver those menu items approved for delivery from your Restaurant, and no other rights are granted to you.

Source: Item 12 — TERRITORY (FDD pages 61–66)

Question 6

If I am considering buying an existing Dickeys Barbecue Pit outlet, what information might the franchisor provide?

Accepted Answer

The contact information for current franchisees of open Restaurants and those under development appears in **Exhibit O**. The contact information for the Restaurant franchisees who have had a franchise terminated, cancelled, not renewed, transferred, or who otherwise voluntarily ceased to do business under his or her Franchise Agreement, as applicable, during the fiscal year ended May 31, 2024, or who has not communicated with Dickey's within 10 weeks of the issuance date of this Disclosure Document, also appears in **Exhibit O**. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the System.

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During the last three fiscal years, Dickey's franchisees have signed confidentiality clauses. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with the System. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you.

The following independent franchisee organization has asked to be included in this disclosure document: Pit Owners Association, poaoffice@pitowners.com, www.pitowners.com.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD page 84)

Question 7

How is the initial franchise fee paid for Dickeys Barbecue Pit if a Development Agreement is in place?

Accepted Answer

elegate the performance of any portion or all of Dickey's' obligations under this Agreement to third-party designees, whether these designees are Dickey's' affiliates, agents, or independent contractors with whom Dickey's' contracted to perform these obligations.

#### **ARTICLE 4. FRANCHISE AND ROYALTY FEES**

- **4.1 FRANCHIS

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 8

Can Dickeys Barbecue Pit redirect catering lead referrals to other Dickey's Restaurants?

Accepted Answer

You acknowledge that Dickey's reserves the right to suspend or terminate your hotline, software and any other catering lead referrals and redirect them to other Dickey's restaurants for service if Dickey's determines that you (i) do not comply with Dickey's policies and procedures, (ii) are not using suppliers approved by Dickey's for all items you are required to obtain from approved suppliers, or (iii) provide catering service that is deficient or is the subject of customer complaints Dickey's deems to be unacceptable.

You also acknowledge that Dickey's reserves the right to direct any general catering request received through Dickey's catering hotline and/or software to any System franchisee based on such franchisee's experience, efficiency, relationship with or proximity to the customer placing the order.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 9

What terms of the Franchise Agreement control if a Dickeys Barbecue Pit franchisee does not operate a delivery-carryout venue?

Accepted Answer

- K. **Conditional Agreements**. Franchisee and Dickey's hereby acknowledge and agree that any agreements and obligations granted herein are conditioned upon Franchisee's locating, executing a lease for, building out, and opening your Restaurant in a delivery-carryout venue or location. Should Franchisee execute a lease for, build out, open, or otherwise decide upon moving forward with your Restaurant in a format other than a delivery-carryout venue or location, the above terms in this Addendum shall not apply, and all terms of the Franchise Agreement shall control, including, but not limited to, terms related to fees, development deadlines, restaurant operations, training, and management requirements.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 10

Under what circumstances does Dickeys Barbecue Pit charge a Securities Offering Review fee, and how is the amount determined?

Accepted Answer

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| Type of Fee                   | Amount                                                                                     | Due Date                                            | Remarks                                                                                                                                                                                                                                 |
|-------------------------------|--------------------------------------------------------------------------------------------|-----------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| running your | Restaurant. |  | automatic delivery to you of the revised Manuals and/or forms. |
| Restaurant |  |  |  |
| Transfer                      | Greater of \$15,000 or Dickey's reasonable costs and expenses.                             | 5 days prior to confirmation of transfer.           | Payable to Dickey's when you transfer the franchise or your ownership. No charge for transfer to an entity which you control; we may defer, reduce or waive the fee for transfer of a distressed Restaurant. See footnotes (1) and (6). |
| Renewal                       | \$15,000.                                                                                  | 5 days prior to commitment of 10-year renewal term. | Payable to Dickey's if you elect to renew your franchise prior to expiration of initial 20-year term. See footnote (1) and (6).                                                                                                         |
| Securities | \$1,000 or Dickey's costs incurred for review of offering materials, whichever is greater. | Upon invoice. | Payable if you engage in a public or private securities offering that includes a prospectus or offering memorandum that Dickey's reviews. |
| Offerin

Source: Item 6 — OTHER FEES (FDD pages 25–34)

Question 11

Under what circumstances will a Dickeys Barbecue Pit franchisee be required to indemnify and hold harmless SPARK from liability related to user identifications or passwords?

Accepted Answer

Customer shall ensure that only authorized users have access to any user identifications or passwords for use in connection with the System and the On-Line Services and that such authorized users shall not disclose such identifications or passwords to any other individual.

Customer acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such identifications and passwords and Customer shall indemnify and hold harmless SPARK from and against any liability, damages, or costs arising from Customer's failure to comply with this obligation including, but not limited to, improper or unauthorized account access using Customer's user identifications or passwords, provided such identifications or passwords were not improperly disseminated by SPARK or any of its agent or representatives.

Customer shall notify SPARK immediately in writing if the security or integrity of an identification or password has been compromised.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 12

Under what circumstances is the Management Fee payable to Dickeys Barbecue Pit, and what is the amount?

Accepted Answer

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| Type of Fee                   | Amount                                                                                     | Due Date                                            | Remarks                                                                                                                                                                                                                                 |
|-------------------------------|--------------------------------------------------------------------------------------------|-----------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| running your | Restaurant. |  | automatic delivery to you of the revised Manuals and/or forms. |
| Restaurant |  |  |  |
| Transfer                      | Greater of \$15,000 or Dickey's reasonable costs and expenses.                             | 5 days prior to confirmation of transfer.           | Payable to Dickey's when you transfer the franchise or your ownership. No charge for transfer to an entity which you control; we may defer, reduce or waive the fee for transfer of a distressed Restaurant. See footnotes (1) and (6). |
| Renewal                       | \$15,000.

Source: Item 6 — OTHER FEES (FDD pages 25–34)

Question 13

Under what conditions is the Recipient of Proprietary Information from Dickeys Barbecue Pit released from their confidentiality obligations?

Accepted Answer

With regard to Confidential Information, the obligations in this section shall continue for the term of these Terms and Conditions and for a period of 5 years thereafter.

The foregoing obligations shall not apply if and to the extent that:

- (a) the information communicated was already known to Recipient without obligations to keep such information confidential, at the time of Recipient's receipt from owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (b) the information communicated was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (c) the information communicated was publicly known at the time of Recipient's receipt from Owner or has become publicly known other than by a breach of the terms thereof; (d) Recipient establishes that the information was independently developed without reference to the Proprietary Information; (e) the Recipient obtains the prior written approval of Owner to disclose the information; or (f) the information is required to be disclosed by law, regulation, judicial process or order of a governmental authority, provided the Recipient gives the Owner prompt written notice of such requirement so that Owner may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this section.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 14

Under the Dickeys Barbecue Pit Lease Rider, what is the condition for the Franchisor's approval of the Premises?

Accepted Answer

If any of the property described above is leased by you from a third party, such lease must be approved by Dickey's in writing, prior to execution.

Dickey's approval shall be conditioned upon such lease containing a provision that permits any of your interest in the lease to be assigned to Dickey's upon the termination or expiration of this Agreement and that prohibits the lessor from imposing an assignment or related fee upon Dickey's in connection with such assignment.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 15

What is the relationship between the initial fees paid to Dickeys Barbecue Pit (Item 5) and the availability of financing options (Item 10)?

Accepted Answer

Neither we nor any of our affiliates offer any financing for your Franchise Fee or any portion of your initial investment.

We will be pleased to refer you to independent lenders who may finance some portion of your initial investment, but we make no promises that any such financing will be available to you, and we do not guarantee any such loans to you.

Question 16

What happens if any provision of the Dickeys Barbecue Pit Addendum is found to be invalid or unenforceable?

Accepted Answer

- S. **Severability**.

If any provision of this Addendum or the application of a provision to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Addendum and the application of the invalid or unenforceable provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected, and the remainder of this Addendum shall otherwise remain in full force and effect.

Moreover, the invalid or unenforceable provision shall be reformed, if possible, so as to accomplish most closely the intent of the parties consistent with applicable law.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 17

Does the release language in Articles 2.2, 9.5, or 15.2 of the Dickeys Barbecue Pit Franchise Agreement release Dickeys Barbecue Pit from liability imposed by Minnesota franchising laws?

Accepted Answer

4. No release language set forth in Articles 2.2, 9.5, or 15.2 of the Franchise Agreement shall relieve us or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the state of Minnesota.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 18

Under what circumstances can Dickeys Barbecue Pit direct its approved suppliers to deliver required menu items to a franchisee's restaurant, and who bears the expense of such delivery?

Accepted Answer

If you fail to make any of the required menu items available for sale in your Restaurant, Dickey's may direct its approved supplier(s) to deliver, at your expense, a reasonable quantity of the required menu item(s) based upon the sales volume of your Restaurant.

Source: Item 8 — RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES (FDD pages 42–48)

Question 19

According to the Dickeys Barbecue Pit franchise agreement, can a franchisee waive claims under applicable state franchise law or disclaim reliance on statements made by the franchisor?

Accepted Answer

No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 20

If a Dickeys Barbecue Pit franchisee already has an Owner/Operator who attended Barbecue University, what is the non-refundable training fee and when is it due?

Accepted Answer

aurant's opening. If you are an existing Restaurant franchisee and your Owner/Operator has already attended Barbecue University and completed it to our satisfaction, you are only required to pay a non-refundable Training Fee of \$1,750 to Dickey's at least 30 days before your Res

Source: Item 6 — OTHER FEES (FDD pages 25–34)

Question 21

If a franchisee has claims against Dickeys Barbecue Pit, does that excuse them from complying with the covenants in Article 8?

Accepted Answer

- G.

You and your Investors expressly agree that the existence of any claims you may have against Dickey's, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by Dickey's of the covenants in this Article 8.

You and your Investors agree to pay all costs and expenses (including reasonable legal fees) incurred by Dickey's in connection with the enforcement of this Article.

- H.

Failure to comply with the requirements of this Article 8 shall constitute an event of default under this Agreement.

You and your Investors acknowledge that a violation of this Article would result in irreparable injury to Dickey's for which no adequate remedy at law may be available, and you and your Investors accordingly consent to the issuance of an injunction prohibiting any conduct by you or your Investors in violation of the terms of this Article.

This remedy is in addition to any other remedies Dickey's may have hereunder or at law or equity.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 22

What is the statute of limitations for claims related to the Dickeys Barbecue Pit franchise agreement, and are there any exceptions?

Accepted Answer

O PAY LIQUIDATED DAMAGES UNDER ARTICLE 17.1.1, YOUR FAILURE TO COMPLY WITH YOUR CONFIDENTIALITY AND NON-COMPETITION OBLIGATIONS UNDER ARTICLES 11, 12, AND 18, AND EXCEPT FOR PUNITIVE DAMAGES AVAILABLE TO EITHER PARTY UNDER FEDERAL LAW, THE PARTIES HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF COMPENSATORY DAMAGES SUFFERED BY THE PARTY.**

**FRANCHISE AGREEMENT Page 64 of 67**

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- **27.8 INDIVIDUAL CAPACITY**. In the event that an action in court is permitted, any legal action commenced by either party shall be brought in an individual capacity, and not on a class-wide basis. **ALL PARTIES WAIVE THEIR RIGHTS TO INITIATE A CLASS-ACTION LAWSUIT IN ANY COURT.**
- **27.9 STATUTE OF LIMITATIONS**. Except where not permitted by law, any claim or cause of action asserted by any party arising out of, or related to, the use of this Agreement or the relationship of the parties must be filed within two (2)

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 23

Under what circumstances can either party bring an action in court without first submitting to mediation or arbitration according to the Dickeys Barbecue Pit franchise agreement?

Accepted Answer

Notwithstanding anything herein to the contrary, either party may bring an action in any court having jurisdiction and without first submitting such action to mediation or arbitration (a) for injunctive relief or other extraordinary relief, (b) involving the possession or disposition of, or other relief relating to real property, or (c) in aid of enforcing the parties' obligations to arbitrate under Article 14.B above.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 24

Under what circumstances is SPARK not responsible for 'System Downtime' affecting Dickeys Barbecue Pit's access to the on-line ordering platform?

Accepted Answer

System Downtime means any interruption of access to the Hosting Web Site. System Downtime specifically excludes (i) any Scheduled Downtime; (ii) inability to access the System resulting from failure in the internet backbone or networks not directly managed by SPARK or its subcontractors or agents; (iii) an Extreme Service Interruption Event; or (iv) any System Downtime caused by Customer.

Any downtime of the System which results from circumstances reasonably believed by SPARK to pose a significant threat to the normal operation of the Hosting Web Site, the System or the On-Line Services, or access to or integrity of Customer data (e.g., hacker or virus attack) shall not count as System Downtime under these Terms and Conditions.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 25

Under what condition do Articles 18.2.A.ii and 18.2.B.iii of the Dickeys Barbecue Pit agreement not apply regarding ownership of equity securities?

Accepted Answer

- C.

Articles 18.2.A.ii and 18.2.B.iii shall not apply to ownership of less than a one percent (1%) beneficial interest in the outstanding equity securities of any Publicly-Held Corporation.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 26

Under what conditions will SPARK's indemnification obligations NOT apply to an IP Claim against a Dickeys Barbecue Pit franchisee?

Accepted Answer

If Customer's delay in providing the Claim Notice causes detriment to SPARK with respect to the defense or resolution of the IP Claim, the obligations set forth in this Section will not apply to the IP Claim.

Notwithstanding any other provision of these Terms and Conditions, SPARK is not responsible for any fees (including attorneys' fees), expenses, costs, judgments, or awards that are incurred prior to SPARK'sreceipt of the Claim Notice from Customer.

SPARK will have the sole right to select counsel.

Customer may, at Customer's sole expense, engage additional counsel of Customer's choosing for purposes of conferring with SPARK's counsel.

- F.2.3.

The obligationsset forth in this Section will not apply to an IP Claim if the alleged infringement is based on, caused by, or resultsfrom (a) SPARK's compliance with Customer's designs, specifications, or instructions; (b) modification of the On-Line Services other than by SPARK; (c) any product orservice not provided by SPARK to Customer; or (d) combination or use of the On-Line Services with any product orservice not provided by SPARK to Customer.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 27

Is Dickeys Barbecue Pit able to finance any portion of my initial investment?

Accepted Answer

ed and/or negotiated. Neither we nor any of our affiliates offer any financing for your Franchise Fee or any portion of your initial investment. We will be pleased to refer you to independent lenders who may finance some portion of your initial investment, but we make no promises that any such financing will be available to you, and we do not guarantee any such loans to you.
- (2) You are required to use an architect and general contractor we approve for the planning, design and construction of your Restaurant. These amounts are estimated costs for acquiring and adapting our prototype plans for use in connection with each proposed Restaurant.
- (3) Dickey's requires that you lease the premises for a Restaurant.

Source: Item 10 — FINANCING (FDD pages 49–50)

Question 28

According to the acknowledgements section, what type of investigation must a Dickeys Barbecue Pit franchisee conduct?

Accepted Answer

You acknowledge that you have conducted an independent investigation of the business venture contemplated by this Agreement and recognize that the success of this business venture involves substantial business risks that will largely depend upon your ability. Dickey's expressly disclaims making and you acknowledge that you have not received any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement. You acknowledge that you have completed and submitted to Dickey's the Developer Questionnaire, in the form of **Attachment C**, and that your responses were truthful and well considered.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 29

According to the addendum for Dickeys Barbecue Pit development agreements in California, Indiana, Michigan, Rhode Island, South Dakota, Virginia and Wisconsin, does the addendum supersede other terms in documents related to the franchise?

Accepted Answer

To the extent this Addendum is inconsistent with any terms or conditions of the Franchise Agreement or exhibits or attachments thereto, or the Disclosure Document, the terms of this Addendum shall govern.

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#### **ADDENDUM TO THE DISCLOSURE DOCUMENT PURSUANT TO THE VIRGINIA RETAIL FRANCHISING ACT**

The following provisions supersede the Disclosure Document and apply to all franchises offered and sold in the State of Virginia:

- 1. The following is added to Item 17 h:
- a) Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act (the "Virginia Act"), it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the Franchise Agreement and/or the Development Agreement do not constitute reasonable cause, as that term may be defined in the Virginia Act or the laws of Virginia, that provision may not be enforceable.
- 2. The proposed agreements described in Item 22, including all agreements that a franchisee must sign, are accurately presented in this Disclosure Document.
- 3. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 30

According to the addendum, can a franchisee waive claims under applicable state franchise law or disclaim reliance on statements made by Dickeys Barbecue Pit in connection with the franchise relationship?

Accepted Answer

No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor.

This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 31

According to the Addendum, what parties are included in the release provided by the franchisee to Dickeys Barbecue Pit?

Accepted Answer

Franchisee hereby releases and forever discharges Dickey's, any parent, subsidiary, shareholder or affiliate of Dickey's, its respective officers, directors, members, employees, agents, contractors and its respective successors, assigns, heirs and personal representatives (the "Indemnified Parties") from any and all claims, demands, rights and causes of action of any kind that Franchisee now has on account of or in any way arising out of or related to the offer, sale, administration, performance, default, and termination of the Franchise Agreement.

Dickey's and Franchisee mutually intend that this release shall include, without limitation, claims, demands and causes of action arising out of alleged misrepresentations, fraud, breaches of contract (based upon implied, express, estoppel, waiver, or alternative theories of contractual obligation), negligence, or breach of any alleged special, trust, agency or fiduciary relationship (if any), whether asserted or proposed to be asserted by way of claim, setoff, affirmative defense, counterclaim, cross- claim or third party claim.

THIS RELEASE EXPRESSLY INCLUDES, BUT IS NOT LIMITED TO, ANY ACT OR OMISSION OF NEGLIGENCE, FRAUD, MISREPRESENTATIONS, BREACH OF FIDUCIARY DUTIES, BREACH OF WARRANTIES, BREACH OF CONTRACT, AND ANY EXTRA-CONTRACTUAL CLAIMS COMMITTED OR ALLEGEDLY COMMITTED BY THE INDEMNIFIED PARTIES, BUT EXCLUDES ANY LIABILITY UNDER STATE FRANCHISE LAWS AND ANY REPRESENTATION MADE BY DICKEY'S IN ITS MOST RECENT FDD (INCLUDING EXHIBITS AND ADDENDUMS) DELIVERED TO YOU.

Further, this release includes any past and future claims, whether foreseen or unforeseen, known or unknown, disclosed or undisclosed, matured or unmatured, in law, equity or otherwise.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 32

According to the addendum, which state's law applies to the Dickeys Barbecue Pit Franchise Agreement, superseding any conflicting provisions?

Accepted Answer

#### **ADDENDUM TO THE FRANCHISE AGREEMENT PURSUANT TO THE NORTH DAKOTA FRANCHISE INVESTMENT LAW**

This Addendum to the Franchise Agreement by and between DICKEY'S BARBECUE RESTAURANTS, INC. ("we," "our," or "us") and ("you") is dated, 20 The following provisions supersede any conflicting terms in the Franchise Agreement: 1.

The Franchise Agreement will be governed and construed under the laws of the State of North Dakota.

Any provision in the Franchise Agreement that designates jurisdiction or venue, or requires the franchisee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from the Franchise Agreement.

Any non-competition covenants contained in the Franchise Agreement shall be subject to the North Dakota laws on franchising. 2.

Liquidated damages are prohibited by law in the State of North Dakota.

Article 17.1.1 of the Franchise Agreement is deleted and replaced with the following: "If we terminate this Agreement, we shall seek and, to the extent permitted by North Dakota law you may be liable to us for, any and all damages that we have sustained or may sustain by reason of your breach of the Franchise Agreement until the end of the term." 3.

No release language set forth in the Franchise Agreement (including but not limited to Articles 2.2, 9.5, and 15.2) shall relieve us or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of North Dakota. 4.

Any provisions in the Franchise Agreement (including but not limited to Articles 27.6 and 27.7) that require the franchisee to waive the right to a jury trial or to exemplary or punitive damages are deleted from any Agreements issued in the State of North Dakota. 5.

No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor.

This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 33

According to the addendum, what type of communications should a Dickeys Barbecue Pit franchisee NOT rely on when entering into the addendum?

Accepted Answer

- 7. **No Reliance on Extrinsic Communications**. In considering and entering into this Addendum, Franchisee relies only upon the express language contained herein, and hereby acknowledges and affirms that it is not entering into this Addendum in reliance on any oral or other written communications.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 34

According to the agreement, what consideration does Dickeys Barbecue Pit require from investors in exchange for granting development rights?

Accepted Answer

Each of the undersigned acknowledges and agrees as follows:

- 1.

Each has read the terms and conditions of this Agreement and acknowledges that the execution of this guaranty and their undertakings as your Investors under the Agreement are in partial consideration for the granting of the development rights in the Development Agreement, and that Dickey's would not have granted such rights without the execution of this guaranty and these undertakings by each of the undersigned;

- 2.

Each is included in the term "Investors" as described in Article 13.F of the Agreement;

- 3.

Each individually, jointly and severally makes all of the covenants, representations, warranties and agreements of your Investors set forth in the Agreement (including without limitation the covenants set forth in Article 5.B.5 and Article 8) and is obligated to perform thereunder;

- 4.

Each of the undersigned agrees that during the term of the Development Agreement and while the undersigned satisfies the definition of a "Investor" in Article 13.F, except as otherwise approved in writing by Dickey's, the undersigned shall not, either directly or indirectly, on behalf of the undersigned or through, on behalf of or in conjunction with any person, partnership, corporation or other entity:

- i.

Divert or attempt to divert any business or customer of the franchised business to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Dickey's Proprietary Marks and the System; or

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 35

According to the Dickeys Barbecue Pit agreement, what constitutes a business that is considered similar to or competitive with the franchised business?

Accepted Answer

Own, maintain, operate, engage in or have any financial or beneficial interest in (including interest in corporations, limited liability companies, partnerships, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that is similar to or competitive with the franchised business including, but not limited to, any restaurant or catering business that offers smoked meats or barbecue-style food, including chopped beef brisket, sliced beef brisket, pulled pork, Virginia style ham, marinated chicken breast, turkey breast, polish sausage, spicy cheddar sausage, or pork ribs as a primary or featured menu item, which business is, or is intended to be, located within a thirty (30)-mile radius of the location accepted hereunder or within a five (5)-mile radius of any Restaurant in existence or under construction as of date the time period set forth in Article 8.B.2 commences for you or your Investor, as applicable.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 36

According to the Dickeys Barbecue Pit agreement, what does the customer acknowledge regarding the Terms and Conditions?

Accepted Answer

The Smokestack System ("Smokestack"), proprietary to Spark Intelligence, Inc. ("Spark"), is provided to Customer under the terms of this agreement and any Spark operating rules or policies (collectively, the "Agreement"). Throughout this agreement, both Spark and Customer will be jointly referred to as the "Parties."

#### **CUSTOMER'S RIGHTS TO USE SMOKESTACK**

- 1.1 License & Customer's Ownership of Data In exchange for Customer's payment, Customer is granted access to use Smokestack for its business or profession subject to all terms and conditions in this Agreement. Title and ownership of Smokestack remains Spark's sole and exclusive property. Title and ownership of the data captured, entered into, uploaded, or otherwise acquired by Smokestack remain the sole and exclusive property of Customer. Customer grants Smokestack the right to use Customer's data for any purpose, and to provide such data to Dickey's Barbecue Restaurants, Inc. (including its subsidiaries, affiliates, and related entities).
- 1.2 Acceptable Use of Smokestack Neither Customer, nor anyone acting on Customer's behalf, will: (a) modify, copy or otherwise reproduce Smokestack in whole or in a part; (b) reverse engineer, recompile, disassemble, or otherwise attempt to derive the source code form or structure of the software used in Smokestack; (c) distribute, sublicense, assign, share, timeshare, sell, rent, or lease Smokestack; (d) remove any proprietary notices or labels displayed on the Smokestack website; or (e) use Smokestack for any unlawful purpose. Spark reserves all rights not expressly granted to Customer.
- 1.3 Submitted Information Customer is solely responsible for the content of and information submitted and uploaded to Smokestack. Customer warrants that any information submitted to Smokestack will not contain content that violates any third party's personal, proprietary or intellectual property rights.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 37

According to the Dickeys Barbecue Pit agreement, what is the Customer prohibited from communicating?

Accepted Answer

Customer acknowledges and agrees that this provision applies to all forms of communication including, but not limited to, texting, blogging, and/or posting on Facebook or any other social networking site or internet forum or site.

Customer further acknowledges and agrees that this clause is a material provision of this Agreement, that any breach is material, and that Dickey's would be irreparably harmed by violation of this provision.

With regard to this provision, Customer agreesto waive their rightsto prior restraint ofspeech.

The party

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 38

According to the Dickeys Barbecue Pit agreement, what happens if a court finds any portion of Article 18 unreasonable or unenforceable?

Accepted Answer

If all or any portion of a covenant in this Article 18 is held unreasonable or unenforceable by a court or agency having valid jurisdiction in a final decision that has not been appealed to which Dickey's is a party, you, your Owner/Operator and your Investors expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Article 18.

- **18.4** You and your Owner/Operator and Investors understand and acknowledge that Dickey's shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in Article 18.2, or any portion thereof, without your consent, effective immediately upon written notice to you; and, you and your Owner/Operator and Investors agree that they shall immediately comply with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of Article 25.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 39

According to the Development Agreement for Dicke

Accepted Answer

menu items; uniform standards, specifications and procedures for operations; quality and uniformity of products and services offered; procedures for inventory and management control; training and assistance; and advertising and promotional programs; all of which may be changed, improved and further developed by Dickey's from time to time;

WHEREAS, Dickey's identifies the System by means of certain trade names, service marks, trademarks, symbols, logos, emblems and indicia of origin, including, but not limited to, the mark "Dickey's Barbecue Pit" and such other trade names, service marks and trademarks as Dickey's may develop in the future to identify for the public the source of services and products marketed under these marks and under the System and representing the System's high standards of quality, appearance and service (collectively, the "Proprietary Marks"); and

WHEREAS, you wish to obtain the right to develop multiple Dickey's Barbecue Pit Restaurants (the "Restaurants" or "Franchised Businesses") under the System within the geographic territory described in this Agreement, under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual undertakings and commitments set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

### ARTICLE 1 GRANT

A. Dickey's hereby grants to you and you hereby accept, pursuant to the terms and conditions of this Agreement, the right and obligation to develop Restaurants solely within the geographic area described below (the "Territory"), such development rights to be exercised pursuant to Article 3.A and in accordance with the development schedule in Article 3.B (the "Development Schedule").

The Territory shall consist of the following "Markets":

| • Local Press Release | $500 |
|---|---|
| • ValPak Marketing Mailer | $1,550 |
| • Opening Kit | $500-$1,500 |
| • Paid Social Boost (on opening day + 2 Days) | $375 |
| • Paid Social Advertising (30 days) | $1,500 |
| • Billboard (if available) | $1,500-$3,500 |
- B. When you sign the last Franchise Agreement (defined below) required to fulfill the obligation for each Market, the Market will be deleted from the Territory and your territorial rights for the Market will be replaced by the Primary Area as defined in each Franchise Agreement in the Market.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 40

According to the Dickeys Barbecue Pit Development Agreement, does Dickey's have any restrictions on assigning the development contract?

Accepted Answer

|    | THE FRANCHISE RELATIONSHIP                              |                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |
|----|---------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|  | Provision | Section in Franchise or Other Agreement [Article in Franchise Agreement/ Article in Development Agreement] | Summary [Items shown in plain text depict summary from Franchise Agreement / Items shown in italicized text depict summary from Development Agreement] Dickey's, at Dickey's option, all of your assets, and complying with confidentiality covenants (also see Item 17r. below)./ Obligations include loss, reduction or modification of Territory and compliance with non-competition covenants. |  |
| j. | Assignment of contract by franchisor | Article 15/ Article 7 | No restriction on Dickey's right to assign./ No restriction on Dickey's right to assign. |  |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 77–84)

Question 41

According to Dickeys

Accepted Answer

s receivable and accounts payable | ¢ | _ | بے | - | ċ | 4.258.976 | ![](_page_287_Picture_0.jpeg) #### **NOTE 1: ORGANIZATION** Dickey's Barbecue Restaurants, Inc. (DBRI), a wholly-owned subsidiary of Dickey's Capital Group, Inc. (the "Parent"), was incorporated in 1994 under the laws of the State of Texas. DBRI was formed for the purpose of franchising barbecue restaurants. At May 31, 2024, DBRI had 385 operating franchises (including 9 stores owned by related parties), 114 of the operating franchises were located in Texas (including 8 stores owned by related parties), with the remainder operating in approximately 39 other states and 20 international locations. DBRI's management team has successfully operated barbecue restaurants at various locations since 1941. In addition to the franchised barbecue restaurants, Virtual Brands, Inc. (VBI), a majority-owned subsidiary of DBRI, which offered virtual franchises (from a ghost kitchen venue) or from a branded restaurant. As of May 31, 2024, VBI had franchised 55 restaurants (16 of which were Big Deal Burger Restaurants, 26 of which were Wing Boss Restaurants and 13 of which were Trailer Birds Restaurants). #### **NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### **Principles of Consolidation** The consolidated financial statements include the accounts of DBRI, its wholly-owned subsidiary, Spark Intelligence, Inc. and its majority-owned subsidiary, Virtual Brands, Inc., (collectively the "Company"). All significant intercompany transactions and accounts have been eliminated. #### Basis of Accounting The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Financial Accounting Standards Board (FASB) provides authoritative guidance regarding U.S. GAAP through the Accounting Standards Codification (ASC) and related Accounting Standards Updates (ASUs). #### **Use of Estimates** The preparation of U.S. GAAP financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near term are related to goodwill, other intangible assets and allowance for credit losses. ![](_page_288_Picture_0.jpeg) #### NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) #### Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company's consolidated financial statements include cash and cash equivalents, restricted cash, trade accounts receivable, other assets and trade accounts payable. Unless otherwise disclosed in the notes to the consolidated financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of capital leases approximates fair value since terms approximate those currently available for similar type instruments. Source: Item 21 — FINANCIAL STATEMENTS (FDD page 95)

Question 42

According to the Dickeys Barbecue Pit FDD, what constitutes 'Customer Data' within the context of the on-line ordering platform provided by Spark Intelligence, Inc.?

Accepted Answer

Customer Data means information (which may include Personal Information) that you transfer to Spark for processing and that is collected, stored, or maintained in the course of performing the On-Line Services specified in the User Agreement. Customer Data expressly excludes any data that does not connect or associate you or your employees or consumers to or with such data.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 43

According to the FDD, what exhibit contains the contact information for Dickeys Barbecue Pit franchisees who have had their franchise terminated, cancelled, not renewed, transferred, or otherwise voluntarily ceased business during the fiscal year ended May 31, 2024, or who have not communicated with Dickey's within 10 weeks of the issuance date of the Disclosure Document?

Accepted Answer

The contact information for current franchisees of open Restaurants and those under development appears in **Exhibit O**. The contact information for the Restaurant franchisees who have had a franchise terminated, cancelled, not renewed, transferred, or who otherwise voluntarily ceased to do business under his or her Franchise Agreement, as applicable, during the fiscal year ended May 31, 2024, or who has not communicated with Dickey's within 10 weeks of the issuance date of this Disclosure Document, also appears in **Exhibit O**. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the System.

During the last three fiscal years, Dickey's franchisees have signed confidentiality clauses. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with the System. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 84–95)

Question 44

According to the Dickeys Barbecue Pit FDD, what factors might cause the initial investment for subsequent restaurants opened under a Development Agreement to be higher than the first restaurant?

Accepted Answer

- (3) The estimated initial investment for a single Restaurant, as set forth in the Item 7 table above, will apply to each Restaurant opened under the Development Agreement. You should be aware that such estimated initial investment for your second and subsequent Restaurant will likely be higher than for your first Restaurant due to inflation and other economic facts that may vary over time.

Source: Item 7 — ESTIMATED INITIAL INVESTMENT (FDD pages 34–42)

Question 45

According to the Dickeys Barbecue Pit financial statement audit, what auditing standards were the audits conducted in accordance with?

Accepted Answer

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of Subsidiaries and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Source: Item 21 — FINANCIAL STATEMENTS (FDD page 95)

Question 46

According to the financial statement opinion, what years are covered in the consolidated balance sheets for Dickeys Barbecue Pit?

Accepted Answer

We have audited the accompanying consolidated financial statements of Restaurants, Inc. and Subsidiaries (a Texas corporation), which comprise the consolidated balance sheets as of May 31, 2024, 2023 and 2022, and the related consolidated statements of operations, , and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Subsidiaries as of May 31, 2024, 2023 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Source: Item 21 — FINANCIAL STATEMENTS (FDD page 95)

Question 47

According to the Dickeys Barbecue Pit franchise agreement, what article addresses applicable law, mediation, arbitration, and court actions?

Accepted Answer

#### **ARTICLE 27. APPLICABLE LAW, MEDIATION, ARBITRATION, COURT ACTIONS**

**27.1 MEDIATION**. **Subject only to Article 27.3, and to the extent permitted under applicable state law, the parties agree to submit all disputes, controversies, claims, and causes of action between Dickey's and its affiliates and its and their respective shareholders, officers, directors, agents, and/or employees, and you, your Owner/Operator, and each of your Investors and/or employees, shareholders, officers, and directors relating to alleged breaches or failures to perform arising out of or relating to this Agreement (and any attachments or addenda to this Agreement or any provision herein), or the relationship created by this Agreement (collectively, "Disputes") to non-binding mediation prior to filing any action in court or any in arbitration with respect to the Dispute. The mediation shall be conducted in Collin County, Texas. The parties shall attempt to select a mediator by agreement of the parties so long as the mediator selected is experienced in the mediation of disputes in the franchise and food service businesses. If the parties are unable to agree upon such a mediator within a reasonable period of time (not to exceed fifteen (15) days), then the mediation of any Dispute shall be submitted by either party to the American Arbitration Association ("AAA") for resolution in accordance with its rules governing mediation, at the office of the AAA located nearest to Dickey's corporate headquarters in Plano, Collin County,**

**FRANCHISE AGREEMENT Page 62 of 67**

![](_page_165_Picture_0.jpeg)

**Texas. The costs and expenses of mediation, including compensation and expenses of the mediator, shall be borne by the parties equally. If the parties are unable to resolve the Dispute within ninety (90) days after the mediator has been appointed, then either party may submit such Dispute to binding arbitration in accordance with Article 27.2 below.**

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 48

According to the Dickeys Barbecue Pit franchise agreement, what constitutes an event of default if a franchisee fails to comply with the right of first refusal provisions?

Accepted Answer

#### **15.4 RIGHT OF FIRST REFUSAL**.

1. In the event you or any person or entity holding a direct or indirect interest in you (including any interest to be transferred pursuant to Article 15.5, in the franchised business or in this Agreement) desire to accept any bona fide offer from a third party to purchase such interest, you shall promptly notify Dickey's in writing of each such offer and shall provide such information and documents relating to the offer as Dickey's may require. Dickey's shall have the right and option, exercisable within fifteen (15) days after receipt of such written notification, information and documents, to send written notice to the transferor that Dickey's intends to purchase the transferor's interest on the same terms and conditions offered by the third party. If Dickey's elects to purchase the transferor's interest, the closing on such purchase must occur within thirty (30) days from the date of notice to the transferor of the election to purchase by Dickey's, or such other date as may be agreed upon. Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same rights of first refusal by Dickey's as in the case of an initial offer. Failure of Dickey's to exercise the option afforded by this Article 15.4 shall not constitute a waiver of any other provision of this Agreement, including all provisions relating to a proposed Transfer.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 49

According to the Dickeys Barbecue Pit Franchise Agreement, what constitutes a 'transfer' by the franchisee?

Accepted Answer

|    | THE FRANCHISE RELATIONSHIP                              |                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |
|----|---------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|  | Provision | Section in Franchise or Other Agreement [Article in Franchise Agreement/ Article in Development Agreement] | Summary [Items shown in plain text depict summary from Franchise Agreement / Items shown in italicized text depict summary from Development Agreement] Dickey's, at Dickey's option, all of your assets, and complying with confidentiality covenants (also see Item 17r. below)./ Obligations include loss, reduction or modification of Territory and compliance with non-competition covenants. |  |
| j. | Assignment of contract by franchisor | Article 15/ Article 7 | No restriction on Dickey's right to assign./ No restriction on Dickey's right to assign. |  |
| k. | "Transfer" by franchisee defined | Article 15/ Article 7 | Includes transfer of contract or assets or ownership change./ Includes transfer of contract or assets or ownership change. |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 77–84)

Question 50

According to the Dickeys Barbecue Pit franchise agreement, how many calendar days prior to signing the agreement and making any payments must a franchisee receive the Franchise Disclosure Document?

Accepted Answer

If Dickey's Barbecue Restaurants, Inc. (Dickey's) offers you a franchise, we must provide this Disclosure Document to you 14 calendar-days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale. New York requires that we give you this Disclosure Document at the earlier of the first personal meeting or 10 business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship. Michigan requires that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.

If Dickey's does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material omission, a violation of federal law and state law may have occurred and you should report it to the Federal Trade Commission, Washington, D.C. 20580, and the applicable state agency listed on **Exhibit D** to this Franchise Disclosure Document.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 51

According to the Dickeys Barbecue Pit Franchise Agreement, are prior oral or written statements not included in the agreement binding?

Accepted Answer

| 20. | Do you understand that the Franchise Agreement and attachments to the Franchise Agreement contathe entire agreement between us and you concerning the franchise for the Restaurant, meaning are prior oral or written statements not set out in the Franchise Agreement or the attachments to the Franchise Agreement will not be binding? When considering this question, please note that nothing the Franchise Agreement or the attachments to the Franchise Agreement will disclaim or require you (the franchisee) to waive reliance on any representation that we made in our most recent franchise disclaims of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the property of the pro |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 52

According to the Dickeys Barbecue Pit Franchise Agreement, are there any promises or representations outside of the Development Agreement that are enforceable?

Accepted Answer

|    | Provision                                            | Section in Franchise or Other Agreement [Article in Franchise Agreement/ Article in Development Agreement] | Summary [Items shown in plain text depict summary from Franchise Agreement / Items shown in italicized text depict summary from Development Agreement]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----|------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |  |  | or its attachments and addenda. |
|  |  |  | Any other promises or |
|  |  |  | representations may not be enforceable. |
|  |  |  | Only the terms of the Development Agreement are binding |
|  |  |  | (subject |
|  |  |  | to |
|  |  |  | state |
|  |  |  | law), |
|  |  |  | except |
|  |  |  | nothing |
|  |  |  | in |
|  |  |  | the Development Agreement |
|  |  |  | disclaims the representations |
|  |  |  | made |
|  |  |  | in this Disclosure Document or its attachments or addenda. Any |
|  |  |  | other promises or representations may not be enforceable. |
| u. | Dispute resolution by ar

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 77–84)

Question 53

According to the Dickeys Barbecue Pit Franchise Agreement, under what circumstances is a transfer of interest by the franchisee allowed?

Accepted Answer

1. You and your Owner/Operator and Investors understand and acknowledge that the rights and duties set forth in this Agreement are personal to you and that Dickey's has granted this franchise in reliance on the business skill, financial capacity and personal character of you and your Owner/Operator and Investors. Accordingly, neither you nor your Owner/Operator or any Investor may Transfer any direct or indirect ownership interest in you, this Agreement or the franchised business, without Dickey's prior written consent. In addition, neither you nor any permitted successor or assign to any part of your interest in this Agreement or the franchised business, nor any person or entity that directly or indirectly has or owns any interest in this Agreement, in the franchised business or in you, shall cause or permit a Transfer of a Controlling Interest (as defined in this Article 15.2.1) without the prior written consent of Dickey's; provided, however, that Dickey's prior written consent shall not be required for a Transfer of less than a one percent (1%) interest in a Publicly-Held Corporation. Within five (5) days of the completion of each Transfer of any ownership interest in you, you shall provide to Dickey's written notice of the completion of the Transfer and fully executed copies of all documents evidencing the Transfer and any and all amendments to the organizational documents of the applicable entity in connection with the Transfer.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 54

According to the Dickeys Barbecue Pit lease agreement, what type of lease modifications require prior written consent from the Franchisor?

Accepted Answer

- 15. Tenant/Operator shall not assign or sublet the Lease or renew or extend the Lease's term without the prior written consent of Franchisor.
- 16. Landlord and Tenant/Operator shall not amend or otherwise modify the Lease in any manner that could materially affect any of the above requirements without the prior written consent of Franchisor.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 55

According to the Dickeys Barbecue Pit Lease Rider, what is the definition of 'Premises'?

Accepted Answer

You must request from the landlord (the "**Landlord**") under the Lease, the execution of the Lease Rider in the form attached to the Franchise Agreement as **Attachment E**.

The Lease Rider allows Dickey's to (i) step in to operate the Restaurant if you default under the Lease, (ii) assign the Lease to a qualified successor franchisee that Dickey's recruits, and (iii) at Dickey's option, act as an intermediary for you to pay the monthly rent ("**Rent**") due to the Landlord under the Lease on your behalf.

It also provides for a category exclusive in your retail center that prevents the Landlord from leasing to another barbecue restaurant.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 56

According to the Dickeys Barbecue Pit Lease Rider, what is the definition of 'System'?

Accepted Answer

| EFFECTIVE DATE (Date Executed by Dickey's): |                    |                                                                         |
|------------------------------------------------|--------------------|-------------------------------------------------------------------------|
| TERM:                                          |                    | Twenty (20) Years from Effective Date                                   |
| REQUIRED OPENING DATE:                         |                    | Twelve (12) Months after Effective Date                                 |
| FRANCHISEE:                                    |                    |                                                                         |
| BUSINESS ENTITY: | ☐ | partnership ☐individual ☐limited liability |
| company | corporation ☐ | formed under the laws of: |
| FRANCHISEE'S ADDRESS:                          |                    |                                                                         |
| FRANCHISEE'S TELEPHONE:                        |                    |                                                                         |
| FRANCHISEE'S FACSIMILE:                        |                    |                                                                         |
| FRANCHISEE'S E-MAIL:                           |                    |                                                                         |
| RESTAURANT ADDRESS:                            |                    |                                                                         |
| ATTORNEY OR ADVISOR:                           |                    |                                                                         |
| ATTORNEY'S OR ADVISOR'S ADDRESS:               |                    |                                                                         |
| FRANCHISE FEE: | ROYALTY: | MARKETING FUND: |
| \$20,000 | 6% | 3% |

![](_page_104_Picture_0.jpeg)

#### **WITNESSETH:**

**WHEREAS**, Dickey's has acquired the right to develop, and as a result of the expenditure of time, skill, effort, and money, has developed a system relating to the establishment and operation of restaurants under the name and mark "**Dickey's Barbecue Pit**" (each a "**Restaurant**") featuring the sale of freshlyprepared barbecued meats and other food and beverage products (the "**System**");

**WHEREAS,** the distinguishing characteristics of the System include, without limitation, distinctive exterior and interior design, decor, color scheme and furnishings, special recipes and menu items, uniform standards, specifications and procedures for operations,

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 57

According to the miscellaneous section of the Dickeys Barbecue Pit agreement, can Spark revise the Terms and Conditions, and if so, what is required?

Accepted Answer

Customer agrees that the Terms and Conditions, together with any exhibits and other applicable SPARK agreements referencing these Terms and Conditions and expressly made a part hereof that are duly executed by the parties will be the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of these Terms and Conditions.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Question 58

According to the Dickeys Barbecue Pit Mobile Unit Rider, what is the relationship between the Rider and the Franchise Agreement?

Accepted Answer

document so executed and delivered by electronic or digital communications signed by electronic signature as if the original has been received. For the purposes of this Addendum, electronic signature means, without limitation, an electronic act or acknowledgement (e.g., clicking an "I Accept" or similar button), sound, symbol (digitized signature block), or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. [Signature page follows] ![](_page_310_Picture_0.jpeg) DICKEY'S: DICKEY'S BARBECUE RESTAURANTS, INC., a Texas corporation Jeffrey Gruber Senior Vice President of Franchise Relations FRANCHISEE: **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ XX (TERRITORY) – NON-TRADITIONAL VENUE ADDENDUM – FRANCHISE AGREEMENT** ![](_page_311_Picture_0.jpeg) #### **EXHIBIT K** #### **MOBILE UNIT RIDER** ![](_page_312_Picture_0.jpeg) #### MOBILE UNIT RIDER TO DICKEY'S FRANCHISE AGREEMENT | 1. Background . This Mobile | e Unit Rider (this "Rider") is made between | |---------------------------------------------------|------------------------------------------------------| | DICKEY'S BARBECUE RESTAURANT | S, INC., a Texas corporation ("Dickey's," "we," | | "us," or "our") and | ("you" or "your" or "Franchisee"). This Rider | | is attached to, and intended to be a part of, the | e Franchise Agreement that we and you have signed | | concurrently with signing this Rider for th | ne operation of your Restaurant (the "Franchise | | Agreement"). We and you are signing this | s Rider because you want the right to operate the | | franchised business using a mobile vehicle w | vithin a certain geographic area, and we are willing this Rider. Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 59

According to the North Dakota Addendum, which state's laws govern and construe the Dickeys Barbecue Pit Franchise Agreement?

Accepted Answer

The Franchise Agreement will be governed and construed under the laws of the State of North Dakota.

Any provision in the Franchise Agreement that designates jurisdiction or venue, or requires the franchisee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from the Franchise Agreement.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 60

According to the opinion, what accounting principles were used in preparing the consolidated financial statements for Dickeys Barbecue Pit?

Accepted Answer

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Subsidiaries as of May 31, 2024, 2023 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Source: Item 21 — FINANCIAL STATEMENTS (FDD page 95)

Question 61

According to the severability clause, what happens to the rest of the Dickeys Barbecue Pit franchise agreement if a part of it is deemed invalid by a court?

Accepted Answer

#### **ARTICLE 26. SEVERABILITY AND CONSTRUCTION**

- **26.1 SEVERABILITY**. Except as expressly provided to the contrary herein, each portion, article, part, term and provision of this Agreement shall be considered severable; and, if, for any reason, any article, part, term or provision is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, this shall not impair the operation of, or have any other effect upon, such other portions, articles, parts, terms and provisions of this Agreement as may remain otherwise intelligible; and, the latter shall continue to be given full force and effect and bind the parties hereto; and, the invalid portions, articles, parts, terms and provisions shall be deemed not to be a part of this Agreement.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 62

According to the Washington Addendum, what Act governs the Dickeys Barbecue Pit franchise agreement in Washington?

Accepted Answer

In recognition of the requirements by the Washington Franchise Investment Protection Act and the Rules and Regulations promulgated thereunder (the "Act"), the Franchise Agreement of DICKEY'S BARBECUE RESTAURANTS, INC. shall be modified as follows:

Article 28.1 of the Franchise Agreement is revised to read as follows:

**COMPLETION OF INDEPENDENT INVESTIGATION**. You, your Owner/Operator, and your Investors acknowledge and warrant that you have conducted an independent investigation of the franchised business and recognize that the business venture contemplated by this Agreement involves business risks and that its success will largely depend upon your ability, effort, and resources. Dickey's expressly disclaims making, and you acknowledge that you have not received any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.

RCW 19.100.180 may supersede the Franchise Agreement in your relationship with the us including the areas of termination and renewal of your franchise. There may also be court decisions that may supersede the Franchise Agreement in your relationship with us including the areas of termination and renewal of your franchise.

In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the franchise agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 63

What actions are Dickeys Barbecue Pit franchisees prohibited from taking when an infringement or challenge to the use of Proprietary Marks occurs?

Accepted Answer

You shall immediately notify Dickey's of any infringement or challenge to its use of any of the Proprietary Marks or claim by any person of any rights in any of the Proprietary Marks.

You, your Investors, and your Owner/Operator agree that they will not communicate with any person other than Dickey's, its affiliates and Dickey's and its affiliates' counsel in connection with any such infringement, challenge or claim.

Dickey's and its affiliates shall have sole discretion to take such action as they deem appropriate and the right to exclusively control any litigation, or Patent and Trademark Office action, or other proceeding (including any claim or

Source: Item 22 — CONTRACTS (FDD pages 95–96)

Question 64

What actions are prohibited for the Recipient regarding Proprietary Information disclosed by the Owner under the Dickeys Barbecue Pit agreement?

Accepted Answer

nder, and shall be authorized to represent you and enter into agreements and undertakings on your behalf. You represent and warrant that, as of the date of this Agreement, each undersigned person executing this Agreement as an Owner/Operator has been designated by as an Owner/Operator, and each such person meets all of the qualifications set forth in this Agreement for an Owner/Operator. You shall not cause or permit a change in any Owner/Operator without Dickey's prior written consent.

- 3. If you execute a Development Agreement for three (3) or more Restaurants, notwithstanding anything contained herein which may be to the contrary, you may designate multiple Owner/Operators.
- 4. You understand that compliance by all developers and franchisees operating under the System with Dickey's training, development and operational requirements is an essential and material element of the System and that Dickey's and developers and franchisees operating under the System consequently expend substantial time, effort and expense in training management personnel for the development and operation of their respective Dickey's Barbecue Pit restaurants.
- 5. You and each of your Investors shall not, during the term of this Agreement and thereafter, communicate or divulge to, or use for the benefit of, another person, persons, partnership, association, corporation or other entity any confidential information, knowledge or know-how concerning the methods of development and operation of the Restaurants which may be communicated to you or any of your Investors or of which they may be apprised under this Agreement. You and each of your Investors shall disclose such confidential information only to your Investors and your personnel who must have access to it in connection with their employment with you. Any and all information, knowledge, know-how, techniques and any materials used in or related to the System which Dickey's communicates to you or your Investors shall be deemed confidential for the purposes of this Agreement. Neither you nor your Investors shall at any time, without Dickey's prior written consent, dissolve, disseminate, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. The covenants in this Article 5.B.5 shall survive the expiration, termination or transfer of this Agreement or any interest herein and shall be perpetually binding upon you and each of your Investors.

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- a. Your Owner/Operator and each of your Investors are hereby bound and personally obligated to comply with the foregoing covenant.
- b. You and your Investors acknowledge that any failure to comply with the requirements of this Article 5.B.5 shall constitute an event of default under this Agreement and will cause Dickey's irreparable injury. Therefore, you and your Investors agree to pay all court costs and reasonable legal fees incurred by Dickey's in obtaining specific performance, injunctive relief or any other remedy available to Dickey's for any violation of the requirements of such article.
- 6. You shall comply with all requirements of federal, state and local laws, rules and regulations.

Source: Item 23 — RECEIPTS (FDD pages 96–388)

Dickeys_Barbecue_Pit 2024 FDD FAQ