What does the Ella Cafe Developer have to do to the fullest extent by law regarding the Franchisor?

sively to the development of Coffee Houses (and to the operation of Coffee Houses if Developer is also Franchisee under any Franchise Agreement); (c) neither Developer nor any of its Affiliates nor Owners own, operate, or have any financial or beneficial interest in any business that is the same as or similar to a Ella Coffee Company, LLC Coffee House; and (d) the execution of this Agreement and the performance of the transactions contemplated by this Agreement are permitted by Developer's governing documents and have been duly authorized. If Developer is two or more individuals or entities, then the rights and obligations of this Agreement may only be exercised jointly, but the liabilities of this Agreement will be joint and several as to all individuals and entities.

• 11.2.2. Developer acknowledges that Developer has conducted an independent investigation of the Franchisor's franchise opportunity and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent on Developer's abilities and efforts.
• 11.2.3. Developer acknowledges that it is relying solely on Ella Coffee Company, LLC, and not on any affiliated entities or parent companies related to Ella Coffee Company, LLC, with regard to Franchisor's financial and other obligations under this Agreement, and no employee or other person speaking on behalf of, or otherwise representing, Ella Coffee Company, LLC, has made any statement or promise to the effect that any affiliated entities or parent companies guarantee Franchisor's performance or financially back Franchisor.
• 11.2.4. Except for representations contained in Franchisor's franchise disclosure document provided to Developer or its Owners in conjunction with this franchise offering, Developer represents that neither Franchisor nor its agents or representatives have made any representations, and neither Developer nor its Owners have relied on representations made by Franchisor or its agents or representatives, concerning actual or potential Gross Sales, expenses, or profits of a Coffee House.
• 11.2.5. Developer acknowledges that it has received a complete copy of Franchisor's franchise disclosure document at least 14 calendar days before Developer signed this Agreement or paid any consideration to Franchisor for rights granted herein.
• 11.2.6. Developer acknowledges that it has read and that it understands the terms of this Agreement and its attachments and that it has had ample time and opportunity to consult with an attorney or business advisor of its choice about the potential risks and benefits of entering into this Agreement.
• 11.2.7. Developer hereby warrants and represents that neither it nor any of its Owners, officers, directors, managers, partners, agents, or employees, or their respective interests therein is now (nor will be during the Term of this Agreement) identified, either by name or an alias, pseudonym, or nickname, on any of the lists of restricted or denied parties maintained by the United States government, including:
  • (a) "Denied Persons List" maintained by the U.S. Commerce Department's Bureau of Industry and Security (http://www.bis.doc.gov/dpl/Default.shtml);
  • (b) "Unverified List" maintained by the U.S. Commerce Department's Bureau of Industry and Security (http://www.bis.doc.gov/Enforcement/UnverifiedList/unverified\_parties.html);
  • (c) "Entity List" maintained by the U.S. Commerce Department's Bureau of Industry and Security (http://www.bis.doc.gov/Entities/Default.html);
  • (d) "Specially Designated Nationals" or "Blocked Persons" maintained by the U.S. Treasury Department's Office of Foreign Assets Control (www.treas.gov/offices/enforcement/ofac/);
  • (e) "Debarred List" maintained by the Department of State (http://pmddtc.state.gove/compliance/debar.html); and
  • (f) "Nonproliferation Sanctions" maintained by the Department of State (http://www.state.gov/t/isn/c15231.html).

The foregoing constitutes continuing representations and warranties, and Developer agrees to immediately notify Franchisor in writing of the occurrence of any event or the development of

any circumstance that might render any of the foregoing representations and warranties false, inaccurate, or misleading.

11.2.8. Developer further represents and warrants that neither Developer nor any of its Owners, officers, directors, managers, partners, agents, or employees has violated (nor will violate during the Term of this Agreement) any law prohibiting money laundering or the aid or support of persons who conspire to commit acts of terror against any person or government, including acts prohibited by the U.S. Patriot Act (http://epic.org/privacy/terrorism/hr3162. html), U.S. Executive Order

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(http://www.treasury.gov/resource-center/sanctions/Programs/Documents/terror.pdf), or any similar law.

12. NOTICES

12.1. Notices. All notices or demands must be in writing and must be delivered either in person, by certified mail, by overnight delivery, by facsimile, or by email using the information for notices set forth in the Key Terms. Service will be deemed conclusively made (a) at the time of delivery, if personal delivery is used; (b) 24 hours (exclusive of weekends and national holidays), if delivered by overnight delivery; (c) upon the earlier of actual receipt or three calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; and (d) at the time of transmission by facsimile or other electronic transmission, whether or not the receiving party opens and reads the notice in a timely manner. Notices and demands will be given to the respective parties at the addresses set forth on the Key Terms, unless and until a different address has been designated by written notice to the other party. Either party may change its address for the purpose of receiving notices and other communications by providing a written notice given in the manner set forth above to the other party.

13. CONSTRUCTION OF AGREEMENT; MISCELLANEOUS

• 13.1. Entire Agreement. This Agreement, and any other agreements executed by the parties concurrently with the parties' execution of this Agreement, represents the entire fully integrated agreement between the parties and supersedes all other negotiations, agreements, representations, and covenants, oral or written.

Source: Item 23 — RECEIPTS (FDD pages 50–181)