What actions are each party required to take to fulfill the terms of the Monicals Pizza Development Agreement?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
*For each Franchised Restaurant to be established pursuant to this Development Agreement, assign a Center Number, i.e., 1, 2, 3, etc., a date which the Franchised Restaurant is required to be open "Opening Date," and the cumulative number of open Franchised Restaurants. The cumulative number shall take into account any Franchised Restaurants, which Developer has established or is in the process of opening or that were purchased from a transferring franchisee, as the case may be, prior to entering into this Development Agreement.
EXHIBIT B TO THE AREA DEVELOPMENT AGREEMENT
UNLIMITED GUARANTY AND ASSUMPTION OF OBLIGATIONS
THIS UNLIMITED GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this day of, 20 , in connection with that certain Development Agreement of even date herewith (which Development Agreement, as may have been modified, amended and/or supplemented in writing, is hereunder called the Development Agreement) by and between Monical Pizza Corporation as "Franchisor" and as "Developer". As used herein, "Related Agreement" shall mean any agreement entered into by and between Franchisor and Developer or any Affiliate (as defined in the Development Agreement) in connection with or relating to the Development Agreement.
For valuable consideration received, and as an inducement to Franchisor to enter into the Development Agreement, the undersigned ("Guarantor") hereby unconditionally guarantees to Franchisor and its Affiliates: (a) the full and timely performance by Developer of the Development Agreement and each related Agreement and all terms, conditions and covenants thereof, and (b) the payment by Developer of royalties and all other sums payable by Developer under the Development Agreement and each Related Agreement.
12.4 Notices
All notices required or permitted under this Development Agreement shall be in writing and shall be deemed received: (a) at the time delivered by hand to the recipient party (or to an officer, director or partner of the recipient party); (b) on the next business day after transmission by facsimile or other reasonably reliable electronic communication system when accompanied by system-generated confirmation of successful transmission; (c) on the next business day after being sent via guaranteed overnight delivery by a commercial courier service; or (d) five (5) business days after being sent by certified or registered mail, return receipt requested. All notices shall be sent to Developer at the address listed on page one (1) of this Development Agreement, or such other address as Developer may designate in writing to Franchisor. All notices, payments and reports required by this Development Agreement shall be sent to Franchisor at the following address unless and until a different address has been designated in writing to Developer:
Monical Pizza Corporation Attn: President 530 N. Bradley Blvd. Bradley, Illinois 60915
12.5 Cost of Enforcement or Defense; Interest
If Franchisor or Developer is required to enforce this Development Agreement in a judicial or arbitration proceeding, the prevailing party shall be entitled to reimbursement of all of its costs and expenses incurred including, without limitation, reasonable accounting and attorneys' fees and related fees and costs, in connection with such proceeding. Any amounts due from Developer to Franchisor shall accrue interest at a rate equal to eighteen percent (18%) per annum, or the maximum rate allowed by applicable law, from the date such payment is due until it is paid in full. If Franchisor incurs costs and expenses due to Developer's failure to pay when due amounts owed to Franchisor or its Affiliates, to submit when due any reports, information, or supporting records, or otherwise comply with this Development Agreement, Developer agrees, whether or not Franchisor initiates a formal legal proceeding, to reimburse Franchisor for all of the costs and expenses that Franchisor incurs including, without limitation, reasonable accounting, attorneys' and related fees and costs.
12.1 Superiority of Franchise Agreement
For each Monical's Restaurant developed by Developer in the Development Territory, a separate Franchise Agreement shall be executed and any individual franchise fee as prescribed by Franchisor shall be paid to Franchisor. Developer acknowledges that any and all Franchise Agreements executed in connection with an individual Monical's Restaurant within the Development Territory are independent of this Development Agreement. The continued existence of any such Franchise Agreement shall not depend on the continuing existence of this Development Agreement. If any conflict shall arise in connection with this Development Agreement and any such Franchise Agreement, the latter shall have precedence and superiority over the former.
12.3 Injunctive Relief
Developer acknowledges that any breach by Developer of any of the restrictions contained in Sections 6.1, 6.2, 7.4, 9.3 or 9.4 would result in irreparable injury to Franchisor, and that the damages arising out of any such breach would be difficult to ascertain, therefore, in addition to all other remedies provided by law or in equity, Franchisor shall be entitled to all equitable remedies, including injunctive relief without requirement to post bond, with respect to any such breach, whether actual or contemplated, and Developer specifically waives any and all defenses to injunctive relief.
| between Monical Pizza Corporation and | This Addendum to the Area Development Agreement is agreed to this day of, 20, by and | |
|---|---|---|
| 1. | In recognition of the requirements of New York's General Business Law, Article 33, §§680 through | |
| 695, the Area Development Agreement for Monical Pizza Corporation is amended as follows: | ||
| | Section 7.1 of the Area Development Agreement is amended to provide that Franchisor will | |
| not transfer and assign its rights and obligations under the Area Development Agreement | ||
| unless the transferee will be able to perform the Franchisor's obligations under the Area | ||
| Development Agreement, in Franchisor's good faith judgment, so long as it remains subject | ||
| to Article 33 of the General Business Law of the State of New York. |
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
Based on the 2025 Monicals Pizza Franchise Disclosure Document, the fulfillment of the Development Agreement involves several obligations for both the franchisor, Monicals Pizza Corporation, and the developer (franchisee). The developer is obligated to perform the Development Agreement fully and in a timely manner, including adhering to all terms, conditions, and covenants. This encompasses the payment of royalties and all other sums payable under the Development Agreement and any related agreements. The developer must also establish franchised restaurants according to an assigned center number and an opening date.
Monicals Pizza is required to ensure that if they transfer their rights and obligations under the Area Development Agreement, the transferee must be capable of performing those obligations, according to New York's General Business Law. Additionally, Monicals Pizza must provide written notice to the developer for any changes to their official address for notices, payments, and reports. All notices from either party must be in writing and are deemed received upon delivery by hand, successful electronic transmission, guaranteed overnight delivery, or five business days after being sent by certified or registered mail.
Furthermore, the Development Agreement stipulates that a separate Franchise Agreement must be executed for each Monicals Pizza Restaurant developed, with the corresponding franchise fee paid to Monicals Pizza. These individual Franchise Agreements are independent of the Development Agreement, and in case of conflict, the Franchise Agreement takes precedence. The developer also acknowledges that breaching certain restrictions within the agreement, such as those related to non-competition, would cause irreparable injury to Monicals Pizza, entitling them to equitable remedies like injunctive relief.
If either Monicals Pizza or the developer has to enforce the Development Agreement through legal proceedings, the prevailing party is entitled to reimbursement for all costs and expenses, including accounting and attorneys' fees. Any overdue amounts from the developer to Monicals Pizza accrue interest at a rate of 18% per annum, or the maximum rate allowed by law. The developer must also reimburse Monicals Pizza for costs incurred due to the developer's failure to make timely payments, submit reports, or comply with the Development Agreement, regardless of whether a formal legal proceeding is initiated.