What general conditions and provisions are included in the Monicals Pizza development agreement?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
12. GENERAL CONDITIONS AND PROVISIONS
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.
12.2 No Waiver
No failure of Franchisor to exercise any power reserved to it hereunder, or to insist upon strict compliance by Developer with any obligation or condition hereunder, and no custom or practice of the parties in variance with the terms hereof, shall constitute a waiver of Franchisor's right to demand exact compliance with the terms of this Development Agreement. Waiver by Franchisor of any particular default by Developer shall not be binding unless in writing and executed by Franchisor and shall not affect nor impair Franchisor's right with respect to any subsequent default of the same or of a different nature. Subsequent acceptance by Franchisor of any payment(s) due shall not be deemed to be a waiver by Franchisor of any breach by Developer of any terms, covenants or conditions of this Development Agreement.
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.
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
According to Monicals Pizza's 2025 Franchise Disclosure Document, the development agreement includes several general conditions and provisions.
First, each Monicals Pizza restaurant developed in the designated territory requires a separate Franchise Agreement and individual franchise fee. These Franchise Agreements are independent of the Development Agreement, meaning their continuation does not rely on the Development Agreement's existence. In case of conflicts between the Development Agreement and a Franchise Agreement, the Franchise Agreement takes precedence.
Second, the Development Agreement specifies that the franchisor's failure to enforce any provision or requirement does not constitute a waiver of their right to demand strict compliance in the future. Any waiver must be in writing and signed by Monicals Pizza, and accepting payments does not waive any breaches by the developer.
Third, the agreement states that breaches of certain restrictions (related to proprietary information, non-competition, etc.) would cause irreparable harm to Monicals Pizza. Therefore, Monicals Pizza is entitled to equitable remedies, including injunctive relief (a court order to stop the violating behavior), without needing to post a bond. The developer waives any defenses against such injunctive relief.