What constitutes a non-curable default that could lead to termination of the Floyds 99 Development Agreement?

According to the 2025 Floyds 99 Franchise Disclosure Document, there are specific non-curable defaults that could lead to the termination of the Development Agreement. These include material misrepresentation, failure to meet the development schedule outlined in the agreement, conviction of a crime, failure to pay amounts due to Floyds 99, engaging in unapproved transfers of the agreement, misuse of Floyds 99's Marks, death or disability of the Developer, unauthorized disclosure of confidential information, noncompliance with restrictive covenants, involvement in terrorist activities, bankruptcy, assignment for the benefit of creditors, default under the Franchise Agreement or other agreements, notice of termination of Franchise Agreement delivered to Developer by Franchisor or Developer terminates a Franchise Agreement without cause.

These stipulations are important for potential developers as they highlight the serious conditions that can result in immediate termination without an opportunity to correct the issue. For instance, a 'material misrepresentation' could be a significant inaccuracy in the information provided during the application process. Failure to meet the development schedule could mean not opening the agreed-upon number of locations within the specified timeframe.

It is also important to note the inclusion of events like 'death or disability of Developer,' which necessitates having a plan for assigning the Development Agreement to an approved assignee within 12 months of death or 6 months of disability, as detailed elsewhere in the FDD. The inclusion of 'terrorist activities' and 'bankruptcy' underscores the gravity of actions that could severely impact the Floyds 99 brand and financial stability.

Finally, the clause regarding 'notice of termination of Franchise Agreement delivered to Developer by Franchisor or Developer terminates a Franchise Agreement without cause' indicates that issues arising from individual franchise agreements under the development agreement can also trigger a non-curable default of the overarching development agreement. Prospective developers should carefully consider these factors and ensure they fully understand their obligations and potential risks before entering into a Development Agreement with Floyds 99.