What is the structure of the Mrcool development schedule outlined in the FDD?
Mrcool Franchise · 2025 FDDAnswer from 2025 FDD Document
tation, the grant of a collateral assignment; (c) a merger, consolidation, exchange of shares or other ownership interests, issuance of additional ownership interests or securities representing or potentially representing ownership interests, or redemption of ownership interests; (d) a sale or exchange of voting interests or securities convertible to voting interests, or an agreement granting the right to exercise or control the exercise of the voting rights of any holder of ownership interests or to
control the operations or affairs of Franchisee; and/or (e) the legal and/or equitable transfer and/or sale of an Owners interests and/or voting rights in Franchisee.
SECTION 2 DEVELOPMENT RIGHTS
2.1 DEVELOPMENT GRANT AND DEVELOPMENT OBLIGATIONS
Franchisor grants to Franchisee the right, and Franchisee accepts the right and undertakes the obligation to develop MRCOOL Centers, each to be developed, opened and operated by Franchisee within the Development Area (each, a "Development Center"), provided that Franchisee develops, opens and operates such Development Centers in strict accordance with the Development Schedule, and, in accordance with the terms and provisions of each respective Franchise Agreement.
The aggregate number of Development Centers (including the First Development Center) (collectively, referred to as the "Total Development Centers") that are authorized by this Agreement and required for development, subject to the terms of this Agreement and each respective Franchise Agreement, is set forth and defined in the Development Information Sheet.
The Development Area is and shall constitute the geographic area set forth and identified in the Development Information Sheet.
The Development Information Sheet is attached as Schedule A to this Agreement and is incorporated into and made a part of this Agreement. To be effective the Development Information Sheet must be completed and signed by Franchisor.
Franchisee agrees that Franchisee must: (a) open and commence the operations of each new Development Center in accordance with the Development Schedule for each respective Development Period, as set forth in this Agreement; and (b) maintain in operation the minimum cumulative number of Development Centers in accordance with the Development Schedule for each respective Development Period. Franchisee agrees that "time is of the essence" with respect to Franchisee's development obligations under this Agreement, and that Franchisee's failure to comply with the Development Schedule is grounds for immediate termination of this Agreement and, any future development rights granted under this Agreement.
During the Term of this Agreement, provided that Franchisee is in compliance with the terms and provisions of this Agreement including, but not limited to, the Development Schedule, and each respective Franchise Agreement, Franchisor will not open, operate, or license any third party the right to open or operate MRCOOL Centers within the Development Area. Franchisee agrees that the designated territory for each Development Center shall be determined by the Franchise Agreement for each respective Development Centers and that, in aggregate, the operating territories for Franchisee's Development Centers may be smaller than the Development Area.
2.2 LIMITED EXCLUSIVITY AND RESERVED RIGHTS
Except as provided in Section 2.1 of this Agreement, the rights granted in this Agreement are non-exclusive.
Source: Item 23 — RECEIPTS (FDD pages 55–263)
What This Means (2025 FDD)
According to Mrcool's 2025 Franchise Disclosure Document, franchisees who enter into a Multi-Unit Development Agreement are required to adhere to a specific Development Schedule for opening MRCOOL Centers within a defined Development Area. This schedule, detailed in the Development Information Sheet (Schedule A), dictates the timeline for opening and operating multiple centers. The total number of centers a franchisee is obligated to develop is also defined in this Development Information Sheet.
The Development Schedule is a critical component of the agreement, and Mrcool requires strict adherence to it. Franchisees must open and operate new Development Centers according to the schedule outlined for each Development Period. Maintaining the minimum cumulative number of operating centers as per the schedule is also mandatory. Mrcool emphasizes that time is of the essence, and failure to meet the Development Schedule can result in immediate termination of the agreement and loss of future development rights.
Before signing the agreement, Mrcool requires that franchisees acknowledge the reasonableness and viability of the Development Schedule based on their own independent investigation of the market prospects within the Development Area. Franchisees must also execute Mrcool's standard Franchise Agreement for each Development Center they plan to open. This execution must occur before the earlier of (a) lease execution, (b) real estate purchase agreement, or (c) six months prior to the scheduled opening date. This demonstrates the importance Mrcool places on franchisees meeting their development obligations.