Case 1:04-cv-01062-ZLW-BNB
Document 133-2
Filed 02/14/2006
Page 1 of 35
Case 1:04-cv-01062-ZLW-BNB
THE
SH
Document 133-2
Filed 02/14/2006
Page 2 of 35
CORPORATION
SECTION
UH
BACKGROUND AND PURPOSE
STE
DEFINITION DEFINITIONS
21 22 23 24 25 26 27 28 29
TERRITORY
SALE SALES SALE SALES
YEAR QUARTER AGREEMENT
FRANCHISE FRANCHISEE
AD
MANUAL
LEASE AND PREMISES PREMISE
PRIME
SUBLEASE ASSIGNMENT
SCOPE OF APPOINTMENT
31 32 33
FRANCHISE
APPOINTMENT
OF
AREA
DIRECTORSCOPE
TO TO
OF
OPERATION OPERATIONS
RIGHT RIGHTS
AND
LIMITATION LIMITATIONS
OF RIGHT RIGHTS
TERRITORY FRANCHISOR
RESERVATION
SALE PROCEDURE SALES PROCEDURES
SALE SALES AND OPENINGS OPENING
REGISTRATION RECRUITING
41 42 43 44
GOAL GOALS
AND DISCLOSURE AND
SCREENING
FRANCHISE ADVERTISING FRANCHISOR FRANCHISORS
APPROVAL
OF PROSPECTIVE
FRANCHISEE FRANCHISEES
PAYMENT PAYMENTS TO
51 52
INITIAL
FRANCHISOR
AREA MARKETING FEE FEE
ADMINISTRATION
FINANCING
PAYMENT PAYMENTS TO AREA
61 62 63 64 65 66 67 68
TRAINING
SALE SALES SALE SALES
SITE
DIRECTOR
COMMISSION COMMISSIONS
COMMISSION AND CONDITIONS CONDITION
OF
SERVICE SERVICES SERVICE SERVICES SERVICE SERVICES
PAYMENT
PAYMENT PAYMENTS
OF FRANCHISE FRANCHISES
COMMISSION COMMISSIONS
ON TRANSFERS TRANSFER ON ROYALTY
AFTER OF
COMMISSION COMMISSIONS COMMISSION COMMISSIONS COMMISSION COMMISSIONS
APPLICATION
FEE FEES
TERMINATION
PAYMENT PAYMENTS
SETOFF SETOFFS
ASSISTANCE
AREA
DIRECTOR OF
SH
81 82
71 72 73 74
TRAINING
LENGTH
ADDITIONAL
TRAINING TRAINING AND ONGOING
TRAINING
SEMINAR SEMINARS
OPERATING
MANUAL
ASSISTANCE
ASSISTANCE
AD
OPERATING
AREA DIRECTORS OBLIGATIONS DIRECTOR OBLIGATION 91 AND TRAINING OF EMPLOYEES HIRING EMPLOYEE 92 COMMENCEMENT OF BUSINESS BUSINES 93 SALE SERVICES SALES SERVICE 94 SITE SERVICE SERVICES
OF
AREA
DIRECTOR
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
95 96 97 98 99
10 PREOPENING
ONGOING COMPLIANCE AREA AND SERVICE SERVICES FRANCHISE INSPECTION INSPECTIONS SUPPORT SUPPORT
WITH
Document 133-2
SERVICE SERVICES
Filed 02/14/2006
Page 3 of 35
AGREEMENT
DIRECTOR DIRECTORS
OBLIGATION OBLIGATIONS
UNDER PRIME
LEASE LEASES
AND
SUBLEASE SUBLEASES
MARK MARKS
101 102 103 104 105
OWNERSHIP LIMITATION LIMITATIONS AND GOODWILL
OF
MARK MARKS
ON USE
OF
DISCONTINUANCE
NOTIFICATION INDEMNIFICATION
USE OF MARK MARKS AND CLAIMS CLAIM
OF INFRINGEMENT INFRINGEMENTS
11
CONFIDENTIAL INFORMATION 111 CONFIDENTIAL INFORMATION 112 NONDISCLOSURE AND NONCOMPETITION EXCLUSIVE 121 RELATIONSHIP
EXCLUSIVE RELATIONSHIP
AGREEMENT
12
13
OPERATING STANDARD STANDARDS 131 STANDARD STANDARDS OF SERVICE 132 WITH LAW LAWS AND GOOD BUSINESS BUSINES COMPLIANCE 133 OF INFORMATION ACCURACY 134 NOTIFICATION OF LITIGATION 135 AND MANAGEMENT OF BUSINESS BUSINES OWNERSHIP 136 INTEREST INTERESTS CONFLICTING 137 INSURANCE 138 PROOF OF INSURANCE COVERAGE 139 IN ADVERTISING TERRITORY
1310 1311 1312
APPROVAL ACCOUNTING
OF ADVERTISING
PRACTICE PRACTICES
10 10 10 10 10 10 10 11
BOOKKEEPING
AND RECORDS RECORD
REPORT REPORTS
14
INSPECTION INSPECTIONS AND AUDITS AUDIT 141 AND AUDITS AUDIT INSPECTION INSPECTIONS
11
15
TRANSFER TRANSFERS
151 152 153 154 155 156 157 158
TRANSFER TRANSFERS TRANSFER TRANSFERS CONDITION CONDITIONS TRANSFER
TO
11
BY FRANCHISOR BY AREA
FOR DIRECTOR OF
11 11
APPROVAL
TRANSFER
11 12
AN ENTITY APPROVAL
OF OF
FRANCHISOR FRANCHISORS DEATH RIGHT
TRANSFER
DIRECTOR
12 12 12
OR DISABILITY OF FIRST OF
AREA
REFUSAL
TRANSFER TRANSFERS
PRIME
LEASE
OR SUBLEASE
INTEREST
13
16
TERM AND EXPIRATION
161 162 163 164 165
TERM
RENEWAL
13 13 13
NEW SALES SALE
EXERCISE OF
AND OPENINGS OPENING RENEWAL
OF REFUSAL
GOAL GOALS
13 14 14
OPTION
CONDITION CONDITIONS
17
TERMINATION 171 BY AREA DIRECTOR 172 BY FRANCHISOR 173 RIGHT AND OBLIGATIONS RIGHTS OBLIGATION 174 CONFIDENTIAL INFORMATION
14 14 14 OF
AREA
DIRECTOR
UPON TERMINATION
OR EXPIRATION
15 15
OU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
175 176 177 178
18
COVENANT NOT TO RIGHT
IE
TO
Document 133-2
Filed 02/14/2006
Page 4 of 35
15 16 16 16
NO FURTHER
CONTINUING
STATE
PAYMENT
OBLIGATION OBLIGATIONS
AND FEDERAL
LAW
RELATIONSHIP OF THE PARTIES PARTIE 181 OF THE PARTIES PARTIE RELATIONSHIP 182 PAYMENT OF THIRD PARTY OBLIGATIONS OBLIGATION 183 CONTRACTOR CONTRACTORS INDEPENDENT 184 INDEMNIFICATION
16 16 16 16 16
19
DISPUTE DISPUTES
191 192 193
GOVERNING WAIVER
LIMITATION OF
17
LAWCONSENT
JURY
OF TRIAL
TO
VENUE
AND JURISDICTION
17 17 17
CLAIM CLAIMS
20
MISCELLANEOU MISCELLANEOUS
201 202 203 204 205 206 207 208 209 2010 2011
INVALIDITY MODIFICATION
PROVISION PROVISIONS
17 17 17
ATTORNEY ATTORNEYS
INJUNCTIVE
FEE FEES
RELIEF
17 17 17
NO WAIVER NO RIGHT
EFFECTIVE
TO
SET
OFF
18 18 18 18 18 18
DATE
OF
REVIEW
ENTIRE
AGREEMENT
AGREEMENT
NOTICE NOTICES ACKNOWLEDGMENT
111
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
EXHIBIT EXHIBITS
EXHIBIT EXHIBIT EXHIBIT
III
Document 133-2
AGREEMENT
OBLIGATION OBLIGATIONS
Filed 02/14/2006
Page 5 of 35
RIDER
TO
AREA DIRECTOR
MARKETING
GUARANTY AND ASSUMPTION STATEMENT OF OWNERSHIP
DIRECTOR OF AREA DIRECTORS
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
THE
IZN
REBECCA
Document 133-2
CORPORATION
Filed 02/14/2006
Page 6 of 35
AREA DIRECTOR AREA DIRECTOR
MARKETING
AGREEMENT
ADDRES ADDRESS
EFFECT YE DATE
THI THIS AGREEMENT
DENVER PLACE
PLAZA OR
THE
18TH AGREE STREET
AS
IS
BETWEEN
TILE
SH
COLORADO OPERATING CARRYOUT
SERVICE
CORPORATION
FRANCHISOR
COLORADO
CORPORATION
LOCATED
LISTED
AT
TOWER 1099
AREA
DIRECTOR
AD
SUITE
2850
DENVER
80202
AND THE AREA DIRECTOR
ABOVE
WHO
FOLLOW FOLLOWS
BACKGROUND 11
AND
DELI
AND PURPOSE
HAS DEVELOPED OTHER
FEATURE
FRANCHISOR
METHOD METHODS
FOR
ESTABLISHING
AND PROMOTING AND DELIVERY
CASUAL
DINING
RESTAURANT RESTAURANTS
FEATURING
SUBMARINE OR
SANDWICHE SANDWICHES
SALAD SALADS
FOOD
PRODUCT PRODUCTS
BEVERAGE BEVERAGES
LICENSE
SERVICE SERVICES
QUIZNO QUIZNOS
SERVICE OF
RESTAURANT RESTAURANTS
RESTAURANT RESTAURANTS
COLLECTIVELY THE
THESE METHODS METHOD
THE USE AND
DISTINCTIVE
OF
THE
MARK
QUIZNO QUIZNOS
OPERATION
AND
RELATED
MARK MARKS AND TRADEMARKS TRADEMARK
MARK MARKS AND
METHOD METHODS OF
FRANCHISOR
FRANCHISOR FRANCHISORS
DOING
PLAN PLANS LICENSED
FOR
THE
ESTABLISHMENT
AND PROMOTION
QUIZNO QUIZNOS
RESTAURANT RESTAURANTS
AND
RELATED
LICENSED
BUSINES BUSINESS
THE
METHOD METHODS
TO
12
TO
GRANT GRANTS
TO
QUALIFIED
INDIVIDUAL INDIVIDUALS
OR
ENTITIE ENTITIES
WITH
WHICH SUCH INDIVIDUALS INDIVIDUAL
ARE
AFFILIATED
THE
RIGHT
AND
LICENSE
DEVELOP
AND
OPERATE
RESTAURANT RESTAURANTS
USING
THE
MARK MARKS
AND
LICENSED
METHOD METHODS
13 QUIZNO QUIZNOS
AD
DESIRE DESIRES AND
TO
TO
ACT
AS
SPECIAL
AGENT AND
TO
FRANCHISOR SERVICE SERVICES
WITHIN
TO
CERTAIN
GEOGRAPHIC RESTAURANT RESTAURANTS
AREA WITHIN
ENABLING SUCH
AD
TO
SELL
FRANCHISE FRANCHISES AREA UNDER
FOR
RESTAURANT RESTAURANTS
DEVELOP
IN
SUPPORT
CONDITION TERM AND CONDITIONS TERMS
CONTAINED
THI THIS
AGREEMENT
AD
RIGHT
PROVIDE
BUSINES BUSINESS
OR
QUIZNO QUIZNOS BUSINES BUSINESS
AS
GEOGRAPHICAL
THE
14
RESTAURANT RESTAURANTS
FRANCHISOR
IS SITE
WILLING
TO
GRANT
THE
TO
AD
TO TO
SERVE
AN
AREA
DIRECTOR
ENABLING WITHIN
AD
CERTAIN
TO
SELL
FRANCHISE FRANCHISES
FOR
IZN
UNDER
AND
TO
PROVIDE
SELECTION
AND SUPPORT
SERVICE SERVICES
QUIZNO QUIZNOS
RESTAURANT RESTAURANTS
GEOGRAPHICAL
AREA
TERM TERMS
AND CONDITIONS CONDITION
HEREIN
DEFINITION DEFINITIONS
21 22 23 24
AGREEMENT AND ANY
TERRITORY
IS
THE
GEOGRAPHICAL
AREA
DESCRIBED
IN
THE
ATTACHED
SALE SALES YEAR MEANS MEAN SALE SALES
QUARTER
FRANCHISE EXHIBIT EXHIBITS
TO
EACH
CALENDAR
YEAR
DURING
THE
TERM
OF THIS THI
AGREEMENT
MEAN MEANS
EACH
CALENDAR
QUARTER
DURING
THE
TERM
OF THIS THI
AGREEMENT
MEAN AGREEMENT MEANS
OF
LEASE FOR THE OR
THE
FORM FORMS
AND AND
OF AGREEMENT AGREEMENTS
INCLUDING USED
IN
WITHOUT
LIMITATION
FRANCHISE
RIDER RIDERS
TIME
IN
COLLATERAL THE
ASSIGNMENT ASSIGNMENTS OF FRANCHISES FRANCHISE
SUBLEASE
PERSONAL OPERATION FRANCHISOR
GUARANTEE GUARANTEES OF
IN
CONNECTION
THEREWITH
USED
BY
THAT
FRANCHISOR
FROM TIME
USE
GRANTING
OWNERSHIP AND
QUIZNO QUIZNOS
ITS
RESTAURANT RESTAURANTS
AD
ACKNOWLEDGE ACKNOWLEDGES
TIME
TO
AD
WILL
FRANCHISOR FRANCHISORS
IN IN
THENCURRENT THE
FORM OF
FRANCHISE
AGREEMENT AND
THAT
SOLE
DISCRETION WITHOUT
MAY FROM
TIME
MODIFY
OR AMEND USED
ANY RESPECT
GRANTING
FORM OF FRANCHISE
RESTAURANT
AGREEMENT
RELATED
AGREEMENT AGREEMENTS
INCLUDING
LIMITATION
MODIF
FEE FEES
CUSTOMARILY
QUTZNO QUTZNOS
FRANCHISE FRANCHISES
25
AGREEMENT
WITH FRANCHISOR
FRANCHISEE
MEAN MEANS
ANY
PERSON
CORPORATION
PARTNERSHIP
OR OTHER
ENTITY
WHO HAS
ENTERED
INTO
FRANCHISE
26
OPERATING
AD
TECHNIQUE TECHNIQUES
MANUAL
MEAN MEANS
BUSINES BUSINESS
THE
MANUAL MANUALS
STANDARD STANDARDS
TECHNICAL
BULLETIN BULLETINS
OR OTHER
FOR
WRITTEN
MATERIAL MATERIALS
THE
COVERING
THE
PROPER
AND MARKETING
OF AN
AD
AND
AND
SPECIFICATION SPECIFICATIONS
IMPLEMENTING
LICENSED
METHOD METHODS
ENTERED
INTO
27
AREA DIRECTOR
AS TENANT
LEASE
AND
FOR
PRIME
PREMISE PREMISES
LEASE
WITHIN
SHALL THE
MEAN
TERRITORY
LEASE
OF
MME
SPACE
PREMISE PREMISES
BY
THE
THEREUNDER
LOCATED
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
28
OR
Document 133-2
LEASE
Filed 02/14/2006
THE
Page 7 of 35
AND
FRANCHISEE
AS
MEAN
THIRD
ENTERED
THE
INTO
BETWEEN LEASED
AREA
DU
TO
IR PRIME
AS
LANDLORD
TENANT
ANY OTHER
PARTY
AS
TENANT
FOR
ALL
OR
ANY PORTION
OF
PREMISE PREMISES
PURSUANT
LEASE
29
TITLE
SHALL IN
MEAN AN
1EMEN
OR
OTHER
TRANSFER
TO
FRANCHISEE
OF
AFL
OF THE
AREA
AND
INTEREST
AND
TO
PRIME
LEASE
IR
TO
RIGHT RIGHTS
SCOPE OF APPOINTMENT
31
OBLIGATION OBLIGATIONS
AS SPECIAL
OF AGENT
AREA
DIRECTORSCOPE
IN ACCORDANCE
OF WITH
THE
FRANCHISOR
APPOINT APPOINTS
OF THIS THI
AD
AND
AL
AGREE AGREES
WITHIN
PERFONN
ITS
OF FRANCHISOR
FOR
TERM TERMS
TO
AND
LOCATED IN
CONDITION CONDITIONS
IN THE
AGREEMENT
AND ONLY
THE TERRITORY
IN
TO
SOLICIT
PROSPECTIVE
CERTAIN SITE
FRANCHISEE FRANCHISEES
ACQUISITION TO
QUIZNO QUIZNOS
RESTAURANT RESTAURANTS SERVICE SERVICES WITHIN BUT
BE
TERRITORY
SALE SALES
SERVICE SERVICES
AND
IN
AS DESCRIBED
TO
SECTION
93
MAY
IN IN
PERFORM
AND DEVELOPMENT
RESTAURANT RESTAURANTS
LOCATED
DESCRIBED
THE
OTHER SERVICES SERVICE
ITS
SUPPORT
SOLE DISCRETION
THAT
SERVICE SERVICES
GRANT
AD
THE
LUSIVE
AND FRANCHISOR
ASH
THE
SECTION
94 SITE
SERVICE SERVICES SERVE
AS
SERVICE SERVICES
ARE DESCRIBED LANDLORD THE
TO
RENDER
SUPPORT
AND
THOSE
TO SHALL
SECTION
95
IN THE
FRANCHISOR TERRITORY GRANT
RIGHT
NOT THI THIS
OBLIGATION
FRANCHISEE FRANCHISEES
CONDITION CONDITIONS
THE
EVENT
AD
REQUEST REQUESTS SUCH
RIGHT
CONSENT CONSENTS
AGREEMENT
GOVERN
TERM TERMS
AND
OF SUCH
32
AGENT AGENTS
TO
AND SALE SALES
LIMITATION LIMITATIONS
OR
RETAIN TO
TO
FRANCHISOR RENDER
IN THE SITE
WILL
NOT
ESTABLISH
AND
LICENSE TO
ANY
OTHER AREA DIRECTORS DIRECTOR WITHIN THE
TO
ACT
AS SPECIAL
PERFORM
THAT
SERVICE SERVICES
SHALL
THEREAFTER
SERVICE SERVICES
AS
OR SUPPORT DESCRIBED
IN
SERVICE SERVICES
SECTION
FRANCHISEE FRANCHISEES
TERRITORY
HOWEVER
FRANCHISOR
SUCH
RIGHT RIGHTS
TERRITORY
33
FRANCHISE GRANTED HEREUNDER
IS
PROVIDED
33
FRANCHISOR WHATSOEVER
RIGHT RIGHTS
BEHALF OF
ITSELF
ITS
TO AND
FORTH
AD
DESIGNEE DESIGNEES HEREIN
RETAIN RETAINS
ACKNOWLEDGE ACKNOWLEDGES
THE RIGHT IN
ITS
THAT
THE
NONEXCIUSIVE
AND
ON
TO
AFFILIATE AFFILIATES SET
SOLE
DISCRETION
AND
WITHOUT
COMPENSATION
OR OBLIGATION
AD
UNLES UNLESS
SPECIFICALLY
TO IN
CONTRACT REQUIRED
SHALL
WITH
TO
SEGMENT
PERFORM AND
AS
SPECIALIST SPECIALISTS
SHALL THIRD
TO
ALLOW
SEGMENT SPECIALISTS SPECIALIST
FOR
TO
PERFORM
SITE
SERVICE SERVICES
IN
THE
TERRITORY
SET FORTH IN SITE
WHICH CASE
AD
SHALL
NOT BE SPECIALIST SPECIALISTS
NOT BE
PARTY
COMPENSATED WITH
ANY
SITE
SERVICE SERVICES
TO
NOT PERFORMED PERFORM
ALL
BY IT AS
PORTION
SECTION SERVICE SERVICES LOCATED
SEGMENT
FOR PARTICULAR THE
BE
DEFMED
ANY
IN
WHOM
SITE SITES
IN
FRANCHISOR
AS
CONTRACT CONTRACTS REGIONAL
THE SITE
OR
OF THE
QUIZNO QUIZNOS
TO
RESTAURANT RESTAURANTS
LOCATED IF
NONTRADITIONAL
SUCH
TO
AIRPORT AIRPORTS
MALL MALLS
SELECTION
AND OTHER NONTRADITIONAL PROCES PROCESS
DISCRETION
IN
SITE SITES
THAT SITE
WITHIN
TERRITORY
SEGMENT
OBTAIN
SPECIALIST SPECIALISTS
ANY
MAY
BE
USED
ORDER
THE
FACILITATE TO
SEGMENT SEGMENTS
WHETHER
ARE
IS
SPECIALIZED
TRADITIONAL
AND
DIFFICULT
DIRECTOR BY AREA DIRECTORS
FRANCHISOR
RESERVE RESERVES
RIGHT
DETERMINE
IN
ITS
SOLE
OR NONTRADITIONAL
TO AT
USE AND
TO
LICENSE FOR
OTHER OTHERS
THE
TO
USE
THE
MARK MARKS
SEGMENT
AND
LICENSED
METHOD METHODS
BUSINESSE BUSINESSES
FOR
THE OPERATION LOCATED
OF OTHER
AD
BUSINESSE BUSINESSES
ANY LOCATION
OUTSIDE
OF THE TERRITORY
AND
OPERATION
OF
SPECIALIST
WHEREVER
TO
SOLICIT
PROSPECTIVE
THE TERRITORY
FRANCHISEE FRANCHISEES AND
AND
TO
GRANT
OTHER PERSON PERSONS
AS TO
FRANCHISE FRANCHISES
TO
OPERATE
QUIZNO QUIZNOS
AND
IN TO FORTH
RESTAURANT RESTAURANTS
ITSELF
AT
SUCH
LOCATION LOCATIONS SUCH
OPERATE
IZN
WITHIN
AND
OUTSIDE
OF
ON SUCH TERM TERMS SUBJECT
AND
TO
ITS
CONDITION CONDITIONS OBLIGATION
FRANCHISOR COMPENSATE
DEEM DEEMS
APPROPRIATE
AS SET
OWN AND
RESTAURANT RESTAURANTS
WITHIN
THE
TERRITORY
AD
IN
SECTION
65
OPERATION OF BE
TO
USE
AND
LICENSE
THE
USE
OF
ALTERNATIVE
PROPRIETARY AND
MARK MARKS
OR
METHOD METHODS
AT
CONNECTION LOCATION
WITH
THE
RESTAURANT RESTAURANTS
THE
FEATURING
SUBMARINE
SANDWICHE SANDWICHES
DIFFERENT
SALAD SALADS
OTHER FOOD
PRODUCT PRODUCTS
RELATED
SERVICE SERVICES
IN
ANY
WHICH BUSINESSES BUSINESSE
OF DISTRIBUTION
MAY
SAME AS OR SIMILAR
TO OR
FROM
QUIZNO QUIZNOS
AND LICENSED
RESTAURANT RESTAURANTS
OR WHICH
MAY BE
ALTERNATIVE
CHANNEL CHANNELS
AND
TO
USE
THE
MARK MARKS
METHOD METHODS
PROMOTIONAL
IN
CONNECTION AND
WITH
SOME OR
EFFORT EFFORTS
AS
ALL
OF
THE
SAME PRODUCTS PRODUCT ITEM ITEMS ABOVE
OR
AT IN
AND SERVICES SERVICE
OFFERED OF
BY
QUIZNO QUIZNOS
RESTAURANT RESTAURANTS
INCLUDING BUT
OTHER NOT
SERVICE SERVICES
AND PRODUCTS PRODUCT
THE
MARKETING
OR
RELATED
ALTERNATIVE
CHANNEL CHANNELS
DISTRIBUTION
LIMITED
TO
SERVICE SERVICES
PERFORMED
BY SEGMENT
SPECIALIST SPECIALISTS
DESCRIBED
ANY
LOCATION
FRANCHISE
SALE PROCEDURES SALES PROCEDURE
DURING
THE
41
SALE SALES AND OPENINGS OPENING GOAL GOALS
AND OPENINGS OPENING
AD
AGREE AGREES
THAT SET
TERM
OF THIS THI THI THIS
AGREEMENT AGREEMENT
AD
WILL
MEET AND MAINTAIN
THE
FRANCHISE
SALE SALES
AND OPENINGS OPENING
GOAL GOALS
FORTH
IN
42
FRANCHISEE FRANCHISEES WITH THEN
FILING SHALL THE IN
REGISTRATION OF
AND
UNTIL
NEITHER HAS
REGISTERED
AD
ITS
NOR ANY
CURRENT THAT
ITS
EMPLOYEE
OR
IN
REPRESENTATIVE
OF
AD
SHALL
SOLICIT
PROSPECTIVE
QUIZNO QUIZNOS
WITH
RESTAURANT RESTAURANTS
OR
AT
FRANCHISOR
UFOC
REGISTRATION
APPLICABLE
IS
JURISDICTION JURISDICTIONS
IN EFFECT
AND HAS PROVIDED
OR
ITS
AD
OR
REQUISITE
DOCUMENT DOCUMENTS
OR ANY
ANY
TIME
IF
WHEN FRANCHISOR
NOTIFIE NOTIFIES
TO
AD
THI THIS
NOT THEN
DOCUMENT DOCUMENTS
ARE NOT
COMPLIANCE OF INFORMATION
APPLICABLE
LAW
ADS
OR
ACTIVITIE ACTIVITIES
PURSUANT
ALL
AGREEMENT
CIRCULAR CIRCULARS SECURED BE BORNE
REQUIRE
THE
PREPARATION
AMENDMENT
AND
REGISTRATION
REGISTRATION
DISCLOSURE
OR OTHER
DOCUMENT DOCUMENTS
ITS
REQUISITE
OFFERING
ANCILLARY
DOCUMENT DOCUMENTS
APPLICATION APPLICATIONS
BE
PREPARED
AND
FILED
BY FRANCHISOR
OF SUCH
DESIGNEE APPLICABLE
AND
REGISTRATION TO
BEFORE BY
AD
IN
MAY
SOLICIT
PROSPECTIVE
FRANCHISEE FRANCHISEES
OF
QUIZNO QUIZNOS
RESTAURANT RESTAURANTS
COST COSTS
REGISTRATION
AD
SHALL
AD
PARTICULAR
AD
SHALL
0Q0Q0
Case 1:04-cv-01062-ZLW-BNB
PREPARE BE DESIGNATED OR OTHER AND FORWARD AUDITED
TO
Document 133-2
VERIFIED IF FINANCIAL
Filed 02/14/2006
OF
Page 8 of 35
FOR
FRANCHISOR
STATEMENT STATEMENTS AND
AD
TO
IN
SUCH
FORM AND
SUCH
PERIOD PERIODS
LEGAL
AS
SHALL
BY FRANCHISOR
LEGAL
INCLUDING
FINANCIAL
STATEMENT STATEMENTS
NECESSARY
APPROPRIATE
COMPLY WITH
APPLICABLE
DISCLOSURE
FILING
REQUIREMENT REQUIREMENTS
PROMPTLY
PROVIDE
ALL
INFORMATION
REASONABLY
REQUIRED
BY FRANCHISOR
TO
PREPARE
ALL
REQUISITE
OFFERING
CIRCULAR CIRCULARS
AND
ANCILLARY
DOCUMENT DOCUMENTS
FOR
THE OFFERING
FRANCHISE OF FRANCHISES
THROUGHOUT
THE TERRITORY
EXECUTE FRANCHISE FRANCHISES THROUGHOUT THE TERRITORY
ALL
DOCUMENT DOCUMENTS
REQUIRED
BY FRANCHISOR
FOR
THE
PURPOSE
OF
REGISTERING
AD
AND
FRANCHISOR
TO
OFFER
AND
PAY
OFFERING CIRCULAR CIRCULARS
TO
FRANCHISOR
OR
ITS
DESIGNEE
ARE
UPON DEMAND
TO
THE
COST COSTS
OF
REGISTERING
AND PREPARING
THOSE
PORTION PORTIONS
OF ALL SUCH
AND
ANCILLARY
DOCUMENT DOCUMENTS WHICH
APPLICABLE
AD
COMPLY
WITH
LEGAL
AD
AND
TO
AGREE AGREES
TO
ITS
REVIEW ACCURACY
ALL IF
INFORMATION SO REQUESTED
PERTAINING
TO
AD
PREPARED
TO
REQUIREMENT REQUIREMENTS
ITS
FOR
SELLING
FRANCHISE FRANCHISES
IN SHALL
THE
TERRITORY
LIABLE
IQQ
FOR
AD
ANY
ERROR ERRORS
OMISSION OMISSIONS
AD ACKNOWLEDGES THAT ACKNOWLEDGE BY FRANCHISOR OR DELAYS DELAY WHICH MAY OCCUR IN THE PREPARATION
FRANCHISOR OF SUCH
AFFILIATE AFFILIATES
OR
ITS
DESIGNEE DESIGNEES
NOT BE
MATERIAL MATERIALS
43
INTERVIEWING INFORMATION OTHER PROSPECT PROSPECTS REGARDING
FOR
SH
TO
SH SH
WITHIN APPROVAL
FOR
IZL
RESTAURANT
THE
AND
FRANCHISE FRANCHISES
FRANCHISE
AD
WITHIN APPROVED
SHALL
SHALL THE
BE
RESPONSIBLE
FOR
ADVERTISING
FOR
RECRUITING
SCREENING WITH OR
AND
RESTAURANT
TERRITORY
AD
OR
VIA
SHALL THE
PROVIDE TELEPHONE
PROSPECTIVE FACETOFACE
FRANCHISEE FRANCHISEES MEETING MEETINGS
WRITTEN
VISITING
BY FRANCHISOR
EACH
QUALIFIED
RESTAURANT RESTAURANTS
TERRITORY
AD
IS
SUBMIT
THAT
ALL
APPLICANT
TO
FRANCHISE
FRANCHISOR
AD
IF THE
FURTHER
AGREE AGREES
NOT
APPLICANT APPLICANTS
SHALL
SUBMITTED BE INDIVIDUAL INDIVIDUALS
FRANCHISOR
BY
AD
SH
AN
BY
RESTAURANT OR THE
IF
INDIVIDUAL
MANAGING
FINANCIAL IN
OWNER
RESOURCE RESOURCES
OF THE APPLICANT
AND
APPLICANT
CRITERIA FOR
AN
INDIVIDUAL OR
WHO
ARE OF
GOOD CHARACTER
HAVE ADEQUATE
IS
MEET FRANCHISORS FRANCHISOR
APPLICATION
FOR
FRANCHISEE FRANCHISEES
MANAGING
SHALL THE
OWNER OWNERS
SUBMITTED
OF FRANCHISEE FRANCHISEES
TO
MANAGING
WITH
ALL
OWNER
KNOWN AND
DEFINED THE OTHER
AS
SECTION
71
THE THEN
EACH
FRANCHISE
THE
RECEIVED
IF
BY
AD
BE
FRANCHISOR FRANCHISE FMANCIAL
FINANCIAL
INFORMATION
IF
RESPECTING
ALL
APPLICANT
INFORMATION FRANCHISOR
MANAGING
CUSTOMARILY REASONABLY
OWNER
OF
APPLICANT
APPLICABLE
APPLICANT APPLICANTS
PROPOSED SUCH
LOCATION STATEMENT STATEMENTS REPORT REPORTS
REQUIRED REQUIRE
BY FRANCHISOR
CONCERNING
THE
APPLICANT APPLICANTS
IN
INCLUDING PREPARATION
AND OTHER INFORMATION AND OTHER INFORMATION
MAY
AD
SHALL
ASSIST
APPLICANT
THE
OF SUCH
44
OR DISAPPROVE
NOTIFICATION TO
APPROVAL APPLICANT APPLICANTS
TO
PROSPECTIVE RESTAURANT THE
LATER
BY
FRANCHISEE FRANCHISEES
RECEIPT
DELIVERY FRANCHISOR
OF WRITTEN
NOTICE
TO
TO
ITS
AD
FRANCHISOR EFFORT EFFORTS
FINANCIAL TO
SHALL
APPROVE SUCH
BECOME BUSINES BUSINESS
QUIZNO QUIZNOS
DAY DAYS
AFTER
AGREE AGREES
OF
EXERT
BEST
DELIVER STATEMENT
IF
AD
ITS
WITHIN
10
OF
BY
FRANCHISOR
THE
COMPLETE INTERVIEW
FINANCIAL SHALL
APPLICATION
AND
OTHER
MATERIAL MATERIALS
IN CRITERIA
REGARDING
SOLE
THE
APPLICANT
SHALL
REQUESTED
BY FRANCHISOR
THE
OR
PERSONAL
SUFFICIENT THE
OF APPLICANT
AND BE MANAGERIAL EFFECTED
BY FRANCHISOR
CAPABILITY ONLY
ANY
THE
FRANCHISOR
THE FULL
DISCRETION
UTILIZED
DETERMINE
IN THE
WHETHER
APPLICANT
POSSESSE POSSESSES
AND MEETS MEET
AFTER
OTHER
THEN OF THE
BY FRANCHISOR
FRANCHISE
FRANCHISE GRANT OF FRANCHISES
THE GRANT OF AND
THE
FRANCHISE
UPON AND
EXECUTION
THENCURRENT
AGREEMENT
BY FRANCHISOR
APPLICANT
PAYMENT PAYMENTS TO
51
FOR
FRANCHISOR
FEE
AREA MARKETING
AS EXCLUSIVE
IS
THE
THE
INITIAL
AREA MARKETING
SHALL
FEE
AND
INITIAL SET FORTH IS
PAYABLE
IN THE
TO
FRANCHISOR
BY
AD
IN
CONSIDERATION OTHERWISE
ADS
APPOINTMENT
INITIAL
AD
FULL
WITHIN
TERRITORY OF THIS THI
BE
CALCULATED
ATTACHED EARNED
UNLES UNLESS
AGREED THE
IS
FEE ONCE LES LESS
PAYABLE
IN
UPON EXECUTION HOWEVER
THAT
AGREEMENT
IS
THE
FEE
FULLY
BY FRANCHISOR
UPON RECEIPT
ENTITLED THAT TO
AND
NONREFUNDABLE
THE INITIAL
PAID
PROVIDED
IF THI THIS
AGREEMENT
IN
TERMINATED WITH
UNDER
SECTION TRAINING
OF
FEE
REASONABLE OF ANY
EXPENSE EXPENSES
INITIAL
INCURRED
BY
FRANCHISOR
FOR
CONNECTION
DOE DOES
NOT
INCLUDE
PAYMENT
FRANCHISE
FEE FEES
INDIVIDUAL
IZN
ADS
172A AD
AD
SHALL
BE
REFLMD
ACKNOWLEDGE ACKNOWLEDGES
THE
INITIAL
FEE
RESTAURANT RESTAURANTS
52
ADMINISTRATION
FEE
ADMINISTRATION OF
IF
AD
FINANCE FINANCES OF THIS THI
ANY PORTION
OF
THE
INITIAL
FEE
WITH
FRANCHISOR
AD
SHALL
PAY
AN
ADDITIONAL
1000
TO
FRANCHISOR
UPON
EXECUTION
AGREEMENT
PAYMENT PAYMENTS TO AREA
61
COMMISSION
FOR
DIRECTOR
DURING THE TERM OF THIS THI
SERVICE SERVICES
AS SET FORTH IN
COMMISSION COMMISSIONS
BASED
AND
CONDITION CONDITIONS OF
OF
INITIAL
AGREEMENT
FOR TO
AD
SHALL
BE
PAID
IZN
THI THIS
SECTION
TO
ON
PERCENTAGE
THE
FRANCHISE
FEE FEES
PAID
FRANCHISEE BY FRANCHISEES SUBJECT
THE PURCHASE
FULFILLMENT
OF OF THE
FRANCHISE FOLLOWING
RESTAURANT
BE
LOCATED
WITHIN
TERRITORY
SALE SALES
SERVICE SERVICES
COMMISSION
CONDITION CONDITIONS
FRANCHISE
SALE SALES
CONDITION CONDITIONS
EXECUTE EXECUTES
SHALL
FRANCHISEE
ACTUALLY
FRANCHISE NOT BE
AGREEMENT
TO
WITH
FRANCHISOR ANY
AND AN
PAID
INITIAL
FRANCHISE
IF
FEE
HAS
BEEN PAID
UNTIL
AND FEE FEES
RECEIVED
BY FRANCHISOR
FRANCHISOR
DEEMED
HAVE
RECEIVED
FEE FEES
INTO
ESCROW
APPLICABLE
SUCH
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
HAVE ACTUALLY
Document 133-2
Filed 02/14/2006
Page 9 of 35
QUIZNO QUIZNOS
BEEN REMITTED
TO
FRANCHISO
THE
OR ANY
INTEREST
SALE
FOR
WHICH THE
INITIAL
FRANCHISE
FEE
HAS BEEN
PAID
IS
NOT
RESALE
OF
ANY EXISTING
RESTAURANT
THEREIN
AND
AD
THE
HAS COMPLIED
IN
WITH
ALL
OTHER OF
ITS
OBLIGATION OBLIGATIONS
UNDER
THI THIS
AGREEMENT WITH
RESPECT
TO
SUCH
SALE
AND HAS
VERIFIED
SAME
TO
FRANCHISOR
IN
WRITING
FORM PRESCRIBED
BY
FRANCHISOR
62
FRANCHISE
SHALL
SERVICE SERVICES
PAID
TO
COMMISSION AND
WILL
YME
PAYABLE
FOR TO
SALE SERVICE SALES SERVICES
WITHIN
COMMISSION COMMISSIONS
SHALL
BE AN
AMOUNT EQUAL CONDITION CONDITIONS
TO
25
OF THE
TOTAL
INITIAL
FEE FEES
FRANCHISOR SERVICE SERVICES
BE
NOT RECEIVE
SALE ANY SALES
COMMISSION
IN
COMPANY 63
TO
OWNED RESTAURANTS RESTAURANT
SERVICE SERVICES
TOTAL INITIAL
SH
AD
ANY
THE OF THE
IN SITE THE
20
DAY DAYS
AFTER
THE
FRANCHISE
SALE
HAVE BEEN
ITS
FULFILLED
AD
RESTAURANT RESTAURANTS
OWNED AND OPERATED
BY FRANCHISOR
AFFILIATE AFFILIATES
OR DESIGNEE DESIGNEES
THE TERRITORYIF
DURING
TERM
OF THIS THI
AGREEMENT
AD
IN
SHALL
BE
PAID
COMMISSION
WITHIN
IN
AN AMOUNT
AFTER
EQUAL
IZN
OF
THE
25
OF
THE
FRANCHISE
FEE FEES
PAID
TO
FRANCHISOR
SITE
SERVICE SERVICES
AS
COMMISSION
DESCRIBED
PAYABLE
20
DAY DAYS
COUNT
FRANCHISEE FRANCHISEES
SITE
RESTAURANT
FOR
OPEN OPENS
UPON
ADS
COMPLETION
SERVICE SERVICES
TERRITORY
SECTION
94
AD
SHALL SHALL TO
NOT
RECEIVE
SERVICE SERVICES
FULFILLMENT
COMMISSION
IY
COMPANY OWNED
RESTAURANT RESTAURANTS FRANCHISOR
LOCATED
SHALL
BUT
RIGHT
COMPANY OWNED
TO
RESTAURANT RESTAURANTS
SPECIALIST
TOWARD
SITE
SALE SALES
AND OPENINGS OPENING THE FEE FEES
GOAL GOALS
TO
HAVE
THE EXCLUSIVE
EMPLOY
SEGMENT ANY
FOR
PROVIDE
SERVICE SERVICES
IN
IN
TERRITORY
SHALL
PAYABLE
SEGMENT
SPECIALIST THAT
SEGMENT
ONE HALF
THE
SPECIALIST
THE
FEE
PERFORMED
IF
THE
PERFORMANCE
OF
SITE
SERVICE SERVICES
SITE IN
THE
TERRITORY
BE PAID
BY FRANCHISOR
PAYABLE
TO
PROVIDED
IF
OF
SEGMENT
SPECIALIST
FEE
THE
SHALL
BE DEDUCTED
SPECIALIST THE
FROM
EXCEPT
SERVICE SERVICES NO EVENT SERVICE SERVICES
COMMISSION COMMISSIONS
SHALL
OTHERWISE OF THE
AD
AD
HAD FEE
PERFORMED DEDUCTED
SITE
SERVICE SERVICES
SITE
BY
SEGMENT EXCEED
THAT SITE
THE
PORTION
SEGMENT
SPECIALIST
FROM THE
SERVICE SERVICES
COMMISSION
AMOUNT
OF THE
COMMISSION
64
THE
TERRITORY
IF OR AN
INTEREST THEREIN IS
DURING AND
IN THE
THE THE
TERM OF THIS THI
SALE
AGREEMENT
IN THE
QUIZNO QUIZNOS
OF
FEE
RESTAURANT
LOCATED
WITHIN
RESOLD
WILL
TO
DIFFERENT
FRANCHISEE
RESULT RESULTS OF
THAT TO
EXECUTION
TRANSFER SHALL
FRANCHISE PAID
AGREEMENT
AND THE BY ANY
PAYMENT
FRANCHISOR
OF
TRANSFER PAYABLE
FEE
THEN
AD
BE
PAID
COMMISSION
OF THE HAVE
AMOUNT
PROVIDED REMITTED
50
OF THE
WITHIN
IF
20
DAY DAYS
OF
THE
COMPLETION SUCH
TRANSFER BEEN
FRANCHISOR FRANCHISOR
NOT BE
DEEMED
AND ACTUALLY RECEIVED TO HAVE RECEIVED
FEE FEES
PAID
INTO
ESCROW
APPLICABLE
UNTIL
FEE FEES
ACTUALLY
65
AS
ON ROYALTY BY FRANCHISOR
RECEIVED
FRANCHISOR
SHALL
PAY
TO
AD
WITHIN
20 AND
DAY DAYS
ROYALTY
OF
THE
END OF EACH
FOUR OR
FIVE
WEEK PERIOD
IN
DETERMINED
ACTUALLY
40
OF
THE
ROYALTY
FEE WHICH FEES
FRANCHISEE
THE
EXCLUDE EXCLUDES
LOCATED
IN
ADVERTISING THE TERRITORY
FEE FEES
FEE BASED FEES
ON THOSE ITEMS ITEM
PURSUANT
TO
LISTED THEIR
SECTION
33
BY
FRANCHISOR
FROM
EACH
DURING
THE
APPLICABLE
PERIOD
FRANCHISE
AGREEMENT
ROYALTY
FEE FEES
IF
NOTWITHSTANDING
FOREGOING
AD
HAS
THE TO
FAILED
TO
CONDUCT
THE
PERIODIC
IN
INSPECTION INSPECTIONS SECTION
IN TO THE
DESCRIBED BE PROVIDED
IN
SECTION
TO
95
AND
FILE
WRITTEN
IN TO
REPORT TERRITORY
OR
FAILED
TO
PERFORM
IN
ANY
MATERIAL WITH
RESPECT RESPECT
TO
OTHER SERVICES SERVICE ONE OR
DESCRIBED
FRANCHISEE FRANCHISEES
SHALL
LOCATED
ENTITLED
THE
DURING
ANY APPLICABLE ON ROYALTY
MONTH
WITH
MORE FRANCHISEES FRANCHISEE
FOR
LOCATED DURING
TERRITORY
AD
NOT
BE
RECEIVE
COMMISSION COMMISSIONS
FEE FEES
RESPECT
SUCH
FRANCHISEE FRANCHISEES
THE
PERIOD
WHICH REPORTS REPORT
SERVICE OR SERVICES
WERE NOT PROVIDED
AD
FRANCHISOR OF
THE
SHALL
NOT
BE
PRIOR
ENTITLED TO THE
TO
SHARE
IN
AND RECEIVE
THE
ANY
INITIAL
COMMISSION COMMISSIONS
ON ROYALTY
FEE FEES
FROM ANY FEES FEE
FULL
PAID
TO
FRANCHISEE BY FRANCHISEES
SET FORTH IN
IN
THE
TERRITORY
TIME
AD
COMPLETE COMPLETES
AD
TRAINING
COMMENCE PROGRAM AND COMMENCES
PERFORMANCE
SERVICE SERVICES
SECTION
AD
BY
FRANCHISEE FRANCHISEES
SHALL
NOT BE
ENTITLED
TO
SHARE
IN
OR RECEIVE
ANY
COMMISSION COMMISSIONS
RESTAURANT DATE
ON ROYALTY FROM ANY
OF THIS THI
FEE FEES FROM
RESTAURANT
IN
ANY
FEE FEES
PAID
TO
FRANCHISOR
THAT
OR
THAT
WOULD OTHERWISE
FRANCHISE FRANCHISEE
THEREAFTER
BE PAYABLE
BY ANY COMPANY
ENTERED INTO
PRIOR
OWNED
TO THE
THE TERRITORY CONSTRUCTED ACQUIRED PROVIDED
SET
WAS
OPENED AND THEN
OR PAID
ITS
OR OPERATED TRANSFERRED
UNDER
TO
AGREEMENT
UNDER
EFFECTIVE OR
AGREEMENT
II
BY
FRANCHISOR
FRANCHISOR FRANCHISORS
TO
TURNKEY
PROGRAM
III
NONQUIZNO NONQUIZNOS
EXEMPT
FOR
OPERATION
BY FRANCHISOR
THAT FORTH
SUBSIDIARIE SUBSIDIARIES
AND
CONVERTED
QUIZNO QUIZNOS
LOCATED
IN
RESTAURANT
THE
COLLECTIVELY
IN
RESTAURANT RESTAURANTS
AD
IN
WILL
BE
200
PER MONTH
TO
FOR
ANY EXEMPT
RESTAURANT
TERRITORY
EXCHANGE
PERFORMANCE
OF THE SERVICES SERVICE
SECTION
WITH
RESPECT
SUCH
EXEMPT
RESTAURANT
PAYMENT PAYMENTS
THE
EQUAL
TO
40
OF THE ROYALTY
TO COMPENSATE AD FOR PROVIDING SUPPORT SERVICE SERVICES FEE WHICH WOULD OTHERWISE BE PAYABLE FEES
EXCEPT
TO
AS
SET
FORTH
IN
SECTION
65C AD
SHALL
RECEIVE
IN
FRANCHISOR
FROM
RESTAURANT ANY COMPANY OWNED RESTAURANTS
TERRITORY
66
OPENING OPENINGS
SUCH
AFTER
AS SET FORTH IN
IF
FRANCHISOR RECEIVE
TERMINATE TERMINATES
THI THIS
AGREEMENT FROM
DUE
TO
ADS
THI THIS
FAILURE
TO
MEET SALES SALE
AND FROM
GOAL GOALS
SECTION
172C
ALL
THEN
AD
WILL
COMMISSION
IN THE
AMOUNT AMOUNTS
AS
ACTUALLY
RECEIVED
BY FRANCHISOR
IS
RESTAURANT RESTAURANTS
ON THE
GROS SALE OF GROSS SALES
RESTAURANT RESTAURANTS
OPEN AND OPERATING
TERRITORY
OF THE
DATE
AGREEMENT
TERMINATED
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
THROUGH EITHER THE
INITIAL IS
Document 133-2
WHICH GOVERN GOVERNS
EACH
Filed 02/14/2006
RESTAUR
THI THIS
FOR
Page 10 of 35
TERMINATION NOT
TO
TERM
OF THE
NOTWITHSTANDING
AGREEMENT
OR
YEAR YEARS
OR
FOLLOWING
OF
THI THIS
AGREEMENT AGREEMENT
OF SECTION SECTIONS SECTION
WHICHEVER PURSUANT
TO
SOONER
THE FOREGOING TERMINATE TERMINATES
AFTER
IFI
THI THIS
AD
TERMINATE TERMINATES
AGREEMENT
OTHER
II
AD IV
THEN
ELECT ELECTS
IF
ALL
THI RENEW THIS
THE TERM TERMS UNDER
SECTION
AT
16
TIME
OR
III
IF
FRANCHISOR OR
AGREEMENT
ANY
REASON OR
AD
VIOLATE VIOLATES
174
SHALL
OR
175
ANY
DURING
THE TERM
THE EXPIRATION
OR TERMINATION
OF THIS THI
AGREEMENT
PAYMENT PAYMENTS
THI THIS
66
IMMEDIATELY
AND PERMANENTLY
67
NOT
SH
THE
CEASE
PAYMENT PAYMENTS
TO
AD
OF OR
SHALL
BE BASED
ON
AMOUNT AMOUNTS
FOR
ACTUALLY
ON PAYMENTS PAYMENT
UNDER
ACCRUED
DUE OR OWING
ENTITLING
IN
EVENT
TO IN
OF TERMINATION THE
ITS
FRANCHISE
PART TO
AGREEMENT
INITIAL
SH
FRANCHISE
COLLECTED
FROM
FRANCHISEE FRANCHISEES
WITHIN
IN
RESTAURANT
THE EVENT
TERRITORY
THAT
CIRCUMSTANCE CIRCUMSTANCES
FRANCHISEE DECIDES OR DECIDE
RETURN
SOLE
OF
ALL
OF
THE
FRANCHISE
ALL
FEE INITIAL AS
OR ROYALTY
FEE FEES OR
IN
THE
FRANCHISOR
BECOME BECOMES
DEDUCT
LEGALLY
OBLIGATED
DISCRETION
TO
RETURN IN THE
PART
OR
OF THE
FEE OR ROYALTY THE
INITIAL TO
FEE FEES
PAST
FRANCHISOR
FEE
OR ROYALTY
MAY FEE FEES FROM
OF OF
THAT THAT
THE PORTION ANY
FOR TO ENTITLED
OF THE
AMOUNT
TO
BE
RETURNED
FRANCHISEE
SHALL
SAME PROPORTION PAYMENT PAYMENTS RECEIVED
FRANCHISOR
ARE
AD
FROM
ITS
SHARED
FRANCHISE
AMOUNT AMOUNTS OWED
ROYALTY FRANCHISOR
TO
ITS
AD
FRANCHISOR
APPLY
ANY
FRANCHISEE
ANY OR
DUE
INDEBTEDNES INDEBTEDNESS INDEBTEDNES INDEBTEDNESS
FRANCHISEE FRANCHISEE
SHALL
FEE FEES
OR PRO
ITS
ADVERTISING
CONTRIBUTION CONTRIBUTIONS
PURCHASE FROM PURCHASES
THAT
OR
AFFILIATE AFFILIATES
INTEREST
ANY OTHER
ROYALTY
TO THIRD
AFFILIATE AFFILIATES SHARE
TO
THE
EXTENT
SUCH PAYMENT PAYMENTS LES LESS
ITS
APPLIED
TO
FRANCHISEE FRANCHISEES
OVERDUE PAID
FEE PAYMENTS PAYMENT PARTIE PARTIES
AD
BE
RATA
OF SUCH
PAYMENT PAYMENTS
PRO
RATA
SHARE
OF THE
COST COSTS OF COLLECTION
68
MONIE ANY MONIES OWED AMOUNT AMOUNTS OWED TO
INCLUDING
SETTING
SERVICE SERVICES
WHICH
FEE AD SHALL NOT BE ALLOWED TO SET OFF AMOUNTS OWED TO FRANCHISOR FOR FEES OR OTHER AMOUNTS DUE HEREUNDER AMOUNT AMOUNT WAIVED BY AD FRANCHISOR SHALL AD BY FRANCHISOR WHICH RIGHT OF SET OFF IS HEREBY BE ALLOWED EXPRESSLY FEE OR OTHER AMOUNTS DUE HEREUNDER FEES AMOUNT MONIE MONIES OWED TO FRANCHISOR AD FOR COMMISSIONS COMMISSION AGAINST ROYALTY ANY OFF AMOUNTS OWED TO AD FOR COMMISSIONS COMMISSION FEE AGAINST FEES MONIE MONIES OWED TO FRANCHISOR FOR COMMISSIONS COMMISSION AMOUNT OR ROYALTY FAILED INITIAL WERE PAID TO AD BEFORE FRANCHISEE TO SUCCESSFULLY COMPLETE TRAINING PROGRAM
TO
AGAINST
TO SET
OFF
SH
OF THIS THI
BY
AD
ON SALES SALE
TRAINING
ASSISTANCE
THE DATE OF EXECUTION
71
OR
IN IF
DIRECTOR
IS
WITHIN OR OTHER
60 DAYS DAY
ENTITY
AFTER INDIVIDUAL
AGREEMENT
AT LEAST SHALL
FRANCHISOR
SHALL
FURNISH
AND
AD
AN
PARTNERSHIP
CORPORATION
AN
SHALL
DESIGNATED
AS THE TO
BY
AD WHO OWNS OWN
25
AND
OF
THE AT
OWNERSHIP
INTEREST
AD
AND WHO HAS BEEN APPROVED
INITIAL
BY FRANCHISOR
TO CONSIST FRANCHISE
WHO
THE TRAINING
BE
DESIGNATED
MANAGING
FRANCHISOR FRANCHISORS
SELECTION
OWNER
ATTEND SUCH
ADS
AS
SOLE TRAINING
COST
AND
EXPENSE
TRAINING
PROGRAM
AS
OF
PROGRAM APPLICABLE
LAW
FRANCHISEE FRANCHISEES
FURTHER
WHICH
IN
MAY
ITS
INCLUDE
TOPIC TOPICS
SUCH
MARKETING ADVISABLE
SALE SALES
AT
FRANCHISE PLACE
COMPLIANCE
AS
SITE
AND RESTAURANT
OPERATION OPERATIONS
FRANCHISOR
SOLE
DISCRETION
DEEM DEEMS
FURNISHED
SUCH
AND TIME
FRANCHISOR
MAY
DESIGNATE
72
APPLICABLE ONLY
TO
FRANCHISOR
SHALL IN
DETERMINE
TO
THE THE
APPROPRIATE SECOND
FEE SHALL PART
LENGTH
OF
THE
PORTION
OF
THE
INITIAL
AD
TRAINING
PROGRAM
TO
AREA
DIRECTOR DIRECTORS
OTHER
LIVING
WHICH
THAN
WILL
BE
ADDITION
OF
THE
INITIAL FOR
AD
THE
AT
TRAINING
PROGRAM
APPLICABLE
AREA
BE
DIRECTOR DIRECTORS
RESPONSIBLE
AND FRANCHISEES FRANCHISEE
FOR ALL TRAVEL
THE
INITIAL
FEE
ARE
NO
TUITION IN
OR
BE WITH
CHARGED
INITIAL
TRAINING
THE
HOWEVER
INITIAL TRAINING
AD
SHALL
AND
EXPENSE EXPENSES
WHICH
INCURRED
CONNECTION
ATTENDANCE
BOTH
PART OF PARTS
PROGRAM
73
OWNER OWNERS AND
AMOUNT
CONNECTION AND PRIOR OTHER
THE MANAGEMENT
IN
INITIAL THE
TRAINING
PROGRAM
WILL
BE
MADE
AVAILABLE RESERVE RESERVES AND
LIVING
TO
REPLACEMENT
RIGHT TO
OR ADDITIONAL CHARGE
TUITION
MANAGING
OR
FEE IN
PERSONNEL
FOR
DURING
TERM
WILL
OF THIS THI BE
AGREEMENT
FOR
FRANCHISOR
ALL
THE
AN
IN
PAYABLE WITH
ADVANCE
SUCH
TRAINING
TRAINING
AD
RESPONSIBLE
THE AVAILABILITY
TRAVEL TRAINING
EXPENSE EXPENSES
WILL
INCURRED
TO
BY
SPACE
ITS
PERSONNEL CONSIDERATION CONSIDERATIONS
ATTENDANCE
TO
AT THE
PROGRAM
FURTHER
OF
THE
PROGRAM PROGRAMS
BE SUBJECT
COMMITMENT COMMITMENTS
NEW QUIZNO QUIZNOS
AND ONGOIN2
OF
FRANCHISEE FRANCHISEES
AND
ADS
TIME
TO
74
DEVELOPMENT
INDUSTRY WITHOUT REQUIRED FRANCHISOR
WILL LIVING
FROM
TIME OWNER
IF
FRANCHISOR
SHALL
MAY
PRESENT
TO
SEMINAR SEMINARS
CONVENTION CONVENTIONS
OR CONTINUING
PROGRAM PROGRAMS
OR
FOR
THE BENEFIT AS
AD AD
BE APPROVAL TIME
OR
ITS
MANAGING
BE
TO
REQUIRED ATTEND
FOR WILL
ATTEND
SEMINAR ANY ONGOING MANDATORY SEMINARS SEMINAR
AT
CONVENTION CONVENTIONS
OBTAINING
TO
PROGRAM PROGRAMS
MISSED
MAY
WRITTEN
AT
OFFERED
BY FRANCHISOR
OF
THE
AD
FAIL FAILS
FAIL FAILS
TO
MANDATORY
ATTENDANCE BE CHARGED
THAT WILL
CONVENTION
OR
PROGRAM
SHALL
FRANCHISOR FRANCHISORS
THE
PRIOR
ABSENCE DESIGNATED OF ANY THAN ONGOING
AND
ARRANGE AND
AN
ALTERNATE FOR
TIME
AD
BE
MAKE UP
SHALL
PROGRAM
AND
PLACE
NOTICE
BY FRANCHISOR
1500
IS
EACH
PROGRAM MISSED
FRANCHISOR
TRAVEL
GIVE
THAT
NOT REQUIRE
AD AT LEAST 30 DAYS PRIOR WRITTEN DAY AD ATTEND ANY ONGOING TRAINING
ARE ASSOCIATED WITH ATTENDANCE
SEMINAR
FIVE
CONVENTION
OR
PROGRAM
YEAR
DEEMED
MANDATORY
FOR
ALL
MORE
AT
OFTEN
TIME TIMES
PER CALENDAR
AD
BE RESPONSIBLE
AND
EXPENSE EXPENSES
WHICH
ANY
TRAINING
PROGRAM
FRANCHISOR FRANCHISORS 81 AD
MANUAL
TO ASSIST
OPERATING
TO
ASSISTANCE
PROGRAM
LOAN
TO
FRANCHISOR
SHALL
IN THE
IN
ADDITION CONDUCT
AD
THE FOR IN
TRAINING
AD
THI THIS
DURING
THE
TERM
HEREOF
ONE
COPY OF
ITS
AD
KEEP
AT
ITS
AND
ITS
EMPLOYEE EMPLOYEES
OF
BUSINES BUSINESS
CONTEMPLATED
THE
BY
AGREEMENT
FRANCHISOR
MAY PRESCRIBE
TO
MANDATORY
FRANCHISOR FRANCHISOR
AND SUGGESTED
STANDARD STANDARDS
ITS
AND OPERATING
OF THE
OFFICE
PROCEDURE PROCEDURES
CURRENT
AD
THE
IN
AD
OF ANY
MANUAL
WHICH
MAY
TO PART
BE
MODIFIED
FROM TIME
THE
TIME
BY
THAT
AD
SHALL
COPY
AD
SHALL
MANUAL
BE
EVENT
DISPUTE TIME
RELATING
THE
AD
MANUAL
MASTER
COPY
MAINTAIN MAINTAINS
PRINCIPAL
CONTROLLING
AD
MAY NOT
AT
COPY
ANY
OF THE
AD
UNLES MANUAL UNLESS APPROVED
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
IN
Document 133-2
THE
Filed 02/14/2006
OR
WRITING
BY FRANCHISOR
AT
IN
THE EVENT THEN
CONSTITUTE
AL
COPY OF
AD
MANUAL
IS
LOST
DESTROYED
FRANCHISOR
FRANCHISOR FRANCHISORS
TO
APPLICABLE MATERIAL
CHARGE
PROVISION PROVISIONS
REPLACEMENT OF THIS THI
COPY OF THE
AS
IF
AD
DA
FORTH
Page 11 of 35
BE OBLIGATED
TO
AD
THE
SHALL
OBTAIN
FROM
MANUAL
SET
AD
MANUAL
AND
OTHER
WRITING WRITINGS
COMMUNICATED
AD
SHALL
AGREEMENT
FULLY
HEREIN
82
UPON
FRANCHISEE SUPPORT THE
FRANCHISOR
WILL
MAKE AVAILABLE
THE
FOLLOWING
SERVICE SERVICES
DURING
THE
TERM
OF
THI THIS
AGREEMENT
REASONABLE
REQUEST
OF
AD
CONSULTATION
BY TELEPHONE
REGARDING
ADVICE
RELATED
TO
FRANCHISE
SALE SALES
AND ASSISTANCE
AND
ACCES ACCESS
REASONABLE COST
TO
FRANCHISE
SALE SALES
ADVERTISING
AND PROMOTIONAL
OPTION
MATERIAL MATERIALS
AS
MAY
BE
DEVELOPED
BY FRANCHISOR
THE
OF WHICH MAY BE PASSED
ON
TO
AD
AT
FRANCHISOR FRANCHISORS
AREA 91
RESPONSIBLE
FOR
SH
OF
OBLIGATION OBLIGATIONS
AD
SHALL HIRE
ALL
AND
THE
TRAINING
OF
EMPLOYEE EMPLOYEES
AREA
AND
SHALL SHALL
OF
EMPLOYEE EMPLOYEES
PROGRAM
FOR
SHALL
BE
TO
EXCLUSIVELY ENABLE
THEIR
TERM OF TERMS
THEIR
EMPLOYMENT
AND COMPENSATION
PROVIDED
IN THE THAT
IMPLEMENT ANY
TRAINING
EMPLOYEE EMPLOYEES
IN
ITS
COMPLIANCE
DETERMINED
WITH
TO
FRANCHISOR FRANCHISORS
UNFIT TO
REQUIREMENT REQUIREMENTS
FRANCHISOR
AD
OF
NOT
EMPLOY
PERSON
WHOM FRANCHISOR
OR
IN FURNISHING
SOLE DISCRETION
TO
HAS
BE
REPRESENT
MARKETING
QUIZNO QUIZNOS
AGREED
INITIAL
RESTAURANT
FRANCHISE FRANCHISES
SERVICE SERVICES
FRANCHISEE FRANCHISEES
92
DATE
UNLES UNLESS
WITHIN
OTHERWISE
PART
TO
IN
WRITING AND
FOR AS
BY FRANCHISOR
AND
AD AD
OF
ITS
OF THIS THI
AGREEMENT
WILL
WHICH
TO
COMPLETE
THE
FIRST
OF
ITS
TRAINING
COMMENCE
REASONABLE
OPERATION PERIOD OF
FRANCHISOR
EXTEND REASONABLE
THE TIME CONTROL
IN
WITHIN PREVENT
WHICH
AD
HAS
TO
COMMENCE
THI THIS WHICH OF
SH
HAS
IN
60 DAYS FROM THE DAY
AD
BUSINES BUSINESS
FACTOR FACTORS
TO
OPERATION OPERATIONS
TIME
THE
EVENT
THAT
BEYOND COMPLY AND
OF
AD
FROM MEETING
OF TIME
AT THE IN
SCHEDULE
TO THE
SO LONG
ITS
AD
HAS
MADE
REASONABLE
THE
AND CONTINUING LAPSE LAPSES THE
EFFORT EFFORTS OBLIGATION OBLIGATIONS
THE
AD
REQUEST REQUESTS
WRITING
AN EXTENSION
HAVE
DATE
BUSINES BUSINESS
OR
ITS
ESTABLISHED
BEFORE HAS
PERIOD
AD
INCLUDING
SALE SALES
SERVICE SERVICES
SHALL
COMMENCE
EARLIER
AD
MANAGING
OWNER
SATISFACTORILY AT
COMPLETED
FIRST
PART
OF FRANCHISORS FRANCHISOR
OBTAIN
FOR
INITIAL
OTHERWISE
USE
IN
THI DAY PROGRAM OR 60 DAYS FROM THE DATE OF THIS AGREEMENT CONNECTION WITH THE BUSINESS BUSINES HARDWARE AND SOFTWARE COMPUTER
TRAINING AN
OFFICE
AD
THAT
WILL
ALSO
ADS
THE
EXPENSE
PURCHASE AND SPECIFICA PROFESSIONAL
OR
COMPLIE COMPLIES
TELEPHONE
WITH
LINE
STANDARD STANDARDS
TION TIONS
OF FRANCHISOR
SERVICE OR VOICE REQUIRED
WHICH
MUST BE
SERVICED WITH
BY
ITS
MINIMUM OWN
DEDICATED OF THE
OF ONE
DEDICATED LINE
WITH
24HOUR
ANSWERING
MAIL BY THE
FACSIMILE
MACHINE THE
TELEPHONE
AND
BE
BUSINES BUSINESS
ADVERTISED
CARD CARDS
IN
AND STATIONARY
WHITE
ITEM ANY OTHER ITEMS
AD
IN
MANUAL
TELEPHONE
NUMBER
BUSINES BUSINESS
OFFICE
MUST
THE
AND YELLOW
PAGE OF THE TELEPHONE PAGES
DIRECTORIE DIRECTORIES
THE TERRITORY
93
THE TERRITORY
AD
SHALL
SOLICIT
AND
IDENTIFY
PROSPECTIVE
FRANCHISEE FRANCHISEES
FOR
SH
OF FRANCHISOR
SHALL CONSIST
RESTAURANT RESTAURANTS
TO
BE
LOCATED
WITHIN
94 QUIZNO QUIZNOS
RESTAURANT RESTAURANTS
LOCATED
IN
AD
THE
SHALL
PERFORM
THE
FOLLOWING
SITE
SERVICE SERVICES
ON BEHALF
WITH
RESPECT
TO
FRANCHISEE FRANCHISEES
OF
TERRITORY
ASSIST WITH
CRITERIA
WITH
RESTAURANT
ASSISTING
LOCATION
SELECTION IN
FOR
EACH
FRANCHISEE
SITE
WHICH
SUBMITTAL
AT
OF PROVIDING
EACH
FRANCHISEE
FOR
COMMERCIAL OPERATE
TO
SH
SATISFACTORY
SITE
AND
AS
EACH
FRANCHISEE REASONABLY
LEASE
COMPLETING
FOR
AND OTHER INFORMATION
RESTAURANT
FRANCHISOR
IN
THE
DEVELOPMENT
OF EACH
SH
ASSISTING AS
MAY
REQUIRE
EACH
LOCATION
THE
SUCH DEMOGRAPHIC PACKAGE CONTAINING WHICH FRANCHISEE AND PROPOSE TO ESTABLISH PROPOSES
NEGOTIATING
TERM TERMS
AND
COORDINATING
WORK OF CONTRACTORS CONTRACTOR
AND ARCHITECTS ARCHITECT
WITH
RESPECT
RESTAURANT
PROVIDE
STANDARD STANDARDS
AND
SPECIFICATION SPECIFICATIONS
TO
FOR
THE
BUILD
OUT
AND
INTERIOR
DESIGN
LAYOUT
FLOOR
PLAN
SIGN SIGNS
DESIGN DESIGNS
COLOR
AND DECOR
OF THE RESTAURANT
PRESCRIBED
FROM
TIME
TIME
BY FRANCHISOR
SUBMIT
SELECTION
COMPLETED
FORM FORMS
AND
REPORT REPORTS
RELATED
TO TO
FRANCHISOR LEASE LEASES AND
AS
PRESCRIBED
BY FRANCHISOR
FROM
TIME
TO
TIME
INCLUDING
SITE
AND PREOPENING
ASSISTANCE
FORM FORMS AND
REPORT REPORTS
CONSTRUCTION
95
AND
OPENING
SUPPORT
PROVIDE USED IN AND
IN THE
ADVICE
FOR SALE
TO
FRANCHISEE
REGARDING
THE
STANDARD STANDARDS
AND
MENU
ITEM ITEMS
OFFERED THE
ITEM ITEMS
USED
CONNECTION
WITH
SH
INITIAL
SPECIFICATION SPECIFICATIONS
THE SELECTION
FOR THE
EQUIPMENT
FOR
SUPPLIE SUPPLIES
THE
AND
MATERIAL MATERIALS OF SUCH
BY
THE
RESTAURANT
AND ADVICE
REGARDING
OF SUPPLIERS SUPPLIER
PURCHASING
RESTAURANT
PROVIDE LOCATED
IN
TRAINING
AND
ONSITE
ASSISTANCE
FOR
NOT LESS THAN LES
80
HOUR HOURS
IN
THE
OPENING
OF
THE
TERRITORY
AND
SH
RESTAURANT RESTAURANTS
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
PROVIDE
Document 133-2
ADVERTISING
Filed 02/14/2006
OPERATING
Page 12 of 35
AND SALES SALE PROCEDURE PROCEDURES AND
ICUTC
IN
IMPLEMENTING
AND MARKETING
BOOKKEEPING
AND ACCOUNTING
PROGRAM PROGRAMS
WITH
FRANCHISEE FRANCHISEES OF
96
PERFORM THE FOLLOWING
SUPPORT
RESPECT
TO
SH
QUALITY
RESTAURANT RESTAURANTS
LOCATED
IN
THE
TERRITORY
AD
SHALL
SERVICE SERVICES
ON BEHALF
OF FRANCHISOR
UPON
AND MANAGEMENT ISSUE ISSUES
OF THE RESTAURANT
THE REASONABLE
REQUEST REGARDING
OF FRANCHISEE
RESTAURANT
PROVIDE
CONSULTATION
BY TELEPHONE
CONTROL
REGARDING
THE
CONTINUING
OPERATION RELATION RELATIONS
AND ADVICE
SERVICE SERVICES
PRODUCT
MENU ITEMS ITEM
AND CUSTOMER
PROVIDE RESTAURANT
ONGOING
UPDATE UPDATES
OF
INFORMATION WITHOUT
AND PROGRAMS PROGRAM
LIMITATION
REGARDING ABOUT
MENU
ITEM ITEMS
OR
AND
THEIR
PREPARATION
THE
BUSINES BUSINESS
AND
RELATED
LICENSED
METHOD METHODS
INCLUDING
INFORMATION
SPECIAL
NEW SERVICES SERVICE
OF FRANCHISOR
PROVIDE
ADVICE
AND ASSISTANCE
TO
FRANCHISEE
IN
CONNECTION
WITH
THE
DEVELOPMENT
OF
AND IMPROVEMENTS IMPROVEMENT
TO
FRANCHISEE FRANCHISEES
RESTAURANT
SH
VERIFIED THE
CONDUCT
RESTAURANT
IN
AT LEAST
ONE
QUALITY
ASSURANCE
IN THE
INSPECTION AS
OR
REINSPECTION
IN
THE
CASE
OF
FAILED TO
FIRST
INSPECTION INSPECTION INSPECTIONS
OF EACH
TO
THE TERRITORY
IN
EVERY
MONTH
TO
MANNER
SUCH
REQUIRED
BY FRANCHISOR
TO
FROM TIME BY
THE
TIME
SAID
BE
BY WRITTEN
REPORT REPORTS
FORM ACCEPTABLE
FRANCHISOR
INSPECTION INSPECTIONS
BE
CONDUCTED
MANAGING
OWNER
FROM TIME
PROVIDE
ACCES ACCESS
TO
ADVERTISING
AND
PROMOTIONAL
MATERIAL MATERIALS
AS
MAY BE DEVELOPED
BY FRANCHISOR
TO
TIME
AT FRANCHISORS FRANCHISOR
TERRITORY USING
WRITTEN
REQUEST
ESTABLISH
AN ADVERTISING AND
COOPERATIVE
FOR
ALL
QUIZNO QUIZNOS
RESTAURANT RESTAURANTS
LOCATED
IN
FORM FORMS AND PROCEDURES PROCEDURE
SUBMIT
SUPPLIED
BY FRANCHISOR
PERIODIC
REPORT REPORTS
TO
FRANCHISOR
ON
ACTIVITIE ACTIVITIES
IN
THE
TERRITORY
USING
PROCEDURE PROCEDURES
AND FORMS PRESCRIBED FORM
BY
FRANCHISOR
97
FRANCHISOR AS DESCRIBED UNDER
THE
WITH FRANCHISE OR AS
FRANCHISE
TO
AD
IN IN THE THE SET FORTH
ACKNOWLEDGE ACKNOWLEDGES
THAT
IT
IS
BEING
TO
DELEGATED
CERTAIN ARE TO
RESPONSIBILITIE RESPONSIBILITIES BE PERFORMED
AS
OF
AGREEMENT
IN
FRANCHISEE FRANCHISEES BE
TERRITORY
THE RESPONSIBILITIES RESPONSIBILITIE
OR OTHER REASONABLE
WILL
FRANCHISEE FRANCHISEES
BY
AD
BE
HEREIN
MAY
THE FUTURE
TO
AD
MANUAL
TO
STANDARD STANDARDS
AND SPECIFICATIONS SPECIFICATION
DURING
THE IN
MAY
OF
PROVIDED
BY
FRANCHISOR
IN
FROM TIME
TIME
AND THE RESPONSIBILITIES RESPONSIBILITIE
TO
FRANCHISEE FRANCHISEES RESTAURANT RESTAURANTS AGREEMENT
NOT
MATERIALLY
IN
CHANGE
TERRITORY
TERM
ALL
THI THIS
AGREEMENT COMPLY
WITH
THE
PERFORMANCE
OF SERVICES SERVICE
OF
AS
FRANCHISEE FRANCHISEES
OF
QUIZNO QUIZNOS
OR OTHER
VIRTUE TO
LOCATED
IN EFFECT
THE
AD
SHALL
RESPECT RESPECTS
THE TERM TERMS
AND CONDITIONS CONDITION
THAT
ITS
ANY
FRANCHISE DIRECTOR
TITLE
AGREEMENT
ARE
BETWEEN FRANCHISEE
THAT IT IS
AND FRANCHISOR
PARTY
AD
THIRD
UNDERSTAND UNDERSTANDS
PARTY
HOWEVER
RIGHT RIGHTS
AN AREA RIGHT
ONLY
IN
BY OR
OF THIS THI
AGREEMENT
AND
NOT
IN
ANY MANNER
BENEFICIARY
OR HOLDER
OF ANY
OTHER
OR
INTEREST
ANY
FRANCHISE
AGREEMENT
98
THE TERRITORY HAS OPERATING REPORT ONLY NOT CURE
IN TO
DIRECTOR DIRECTORS COMPLIED AND OF ANY
THE SATISFACTORILY
AD
WITH
ALL
SHALL THE
ASCERTAIN
THROUGH AND
FIELD
AUDIT AUDITS
OF
THE
REVIEW REVIEWS
FRANCHISE FRANCHISEE
AND
INSPECTION INSPECTIONS
THAT
EACH
FRANCHISEE
IN
OF
TERM TERMS
CONDITION CONDITIONS PROMPTLY AND
AGREEMENT
IN
ITS
SPECIFICATION SPECIFICATIONS WITH AND
AS IF
STANDARD STANDARDS
PROCEDURE PROCEDURES
FRANCHISOR
THAT
FRANCHISEE FRANCHISEES
OPERATION OPERATIONS
PROVIDED
ALL
MANUAL
AND
SHALL
NOTIF
WRITING
COPY AND EVALUATION
REPORT REPORTS
ARE
DEFICIENCIE DEFICIENCIES
HOWEVER
RIGHT RIGHTS
TO TO
AD
INSPECT
UNDERSTAND UNDERSTANDS AND
ACKNOWLEDGE ACKNOWLEDGES
COMPLIANCE OF
THAT
ALL
INSPECTION INSPECTIONS
ADVISORY
AND
FRANCHISOR
THE SOLE
SHALL RIGHT
HAVE
TO
OF
THE
ASCERTAIN THE SOLE
FRANCHISEE FRANCHISEES
FRANCHISE WITH
THI THIS
AGREEMENT
FOR FAILURE
WERE
TO
EFFECT SUCH
SEND
NOTICE NOTICES
TO IF
OF
IS
DEFAULT
FRANCHISEE AND
THE SOLE
RIGHT
TO
TERMINATE
LEGAL
AGREEMENT
TO
DEFAULT DEFAULTS OF
IF
AN
OPPORTUNITY
CURE
GRANTED
RIGHT IN
TO THE
TAKE
ANY
ACTION
RESPECT
ANY
DEFAULT
OR ANY WITH SUCH
VIOLATION FRANCHISOR ALLEGED
FRANCHISE
SHALL
AGREEMENT
IN
AD
WITH
DOCUMENT
AS RESULT
BREACH
IF
OF
SH
WRITING
ALL
AD
BELIEVE BELIEVES
RELATED
THAT
ANY
FRANCHISEE
ALLEGED
TERRITORY
SHALL THAT AS IT
HAS
IN IS
BREACHED
WRITING THAT
FRANCHISE FRANCHISOR
AGREEMENT
INVESTIGATE
FACT FACTS
TO THE
BREACH
AND
REQUEST
THERE
INVESTIGATION
IN
ITS
FRANCHISOR DISCRETION
TAKE
DETERMINE DETERMINES
SUCH ACTION
BREACH APPROPRIATE
BY FRANCHISEE
OF
ITS
FRANCHISE
AGREEMENT
FRANCHISOR
FRANCHISOR
SHALL
SOLE
DEEM DEEMS
99
TO ACT AS
UNDER
TO
PRIME
LEASE LEASES
TO
AND
IF
AD
TO IN
RECEIVE RECEIVES
FRANCHISOR FRANCHISORS LEASE
PRIOR
WRITTEN
APPROVAL
WILL
THE
AUTHORITY
LANDLORD
FRANCHISEE
INTO THE
PURSUANT APPROVED AND UNDER
SECTION LEASE
31
AS
AND
II
OF SUBJECT
PROPOSED
PRIME
WHICH APPROVAL
TO SOLE
NOT BE MASTER
UNREASONABLY
LEASE THE
WITHHELD
AD MAY
SUBLEASE
ENTER WITH
SUCH
PRIME
TENANT
FRANCHISOR FRANCHISORS
THE TERRITORY
DISCRETION FOR THE
ENTER PURPOSE
INTO
WITH
AD
TO
AND THEN
AT
FRANCHISEE RIGHT RIGHTS
THEREBY
LEASE
PREMISE PREMISES
TO
LOCATED
ADS
COST OR ASSIGNING
IF THE
ADS
PRIME
PRIOR
LEASE
WRITTEN
FRANCHISEE OF
THE TO
FOR
IZN
IF IF
ALL
OF SUBLEASING SUBLET
THE
PREMISE PREMISES
RESTAURANT
AD MAY
APPROVAL
WILL
PREMISE PREMISES
FRANCHISEE WITHHELD
AD
OBTAIN OBTAINS
THE FRANCHISOR FRANCHISORS
APPROVAL PRIME BE
PROPOSED FRANCHISEE WITHHELD PAY
SUBLEASE
WHICH OBTAIN OBTAINS
NOT BE UNREASONABLY
PRIOR
ALTERNATIVELY PROPOSED OR
AD
MAY
ASSIGN
ITS
RIGHT RIGHTS
UNDER
WILL
LEASE
AD
FRANCHISOR FRANCHISORS PRIME PRIME
WRITTEN
APPROVAL AN
OF
THE
ASSIGNMENT SOME
COMBINATION
WHICH
APPROVAL
NOT BE
UNREASONABLY
TO
ASSIGNMENT
THEREOF
AD
SHALL
OBLIGATED
PROMPTLY
AD ENTERS INTO ENTER SUM SUMS DUE UNDER SUCH
LEASE
LEASE
SUBLEASE
LOR
SUBLEASE
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
ANDOR ASSIGNMENT AND SUBLEASES SUBLEASE
IF
NOT PAID
BY
THE
EXECUTED
BY
AD
IE
Document 133-2
SHALL
Filed 02/14/2006
ALL
Page 13 of 35
LEASE LEASES
ASSIGNMENT ASSIGNMENTS
AND
OTHERWISE
COMPLY WITH
TERM TERMS
NT
OF ALL PRIME
10
MARK MARKS
THAT
ITS
101
AGREEMENT
TO
AND
ARE
GOODWILL
UNDER
OF
SEPARATE
AD
WRITTEN
ACKNOWLEDGE ACKNOWLEDGES
AGREEMENT OF
THE
RIGHT
TO
USE
IS
THE
MARK MARKS
TO
IS
DERIVED
AS
SOLELY AN
FROM THIS THI
PURSUANT
UNLES UNLESS SUCH RIGHTS RIGHT
WITH
IN
GRANTED
WITH
FRANCHISOR
SHALL
AND
CONSTITUTE
LIMITED
OPERATING HEREOF
AD
AND
IN
COMPLIANCE RIGHT RIGHTS
THI THIS
TO
AGREEMENT
THE
ANY UNAUTHORIZED
USE
MARK MARKS BY AD
BREACH
AND AN INFRINGEMENT
ESTABLISHED THE THEREBY
OF FRANCHISOR FRANCHISORS
SHALL INURE TO
AND
MARK MARKS
BENEFIT
AD
AND
ACKNOWLEDGE ACKNOWLEDGES
THAT
FRANCHISOR FRANCHISORS
EXCLUSIVE
THI THIS
AND AGREES THAT ITS MARKS AGREE USAGE OF THE MARK AND ANY GOODWILL INTEREST IN DOE OR OTHER INTERESTS AGREEMENT DOES NOT CONFER ANY GOODWILL
MARK MARKS
SUFFIX
UPON AID
MODIFYING
102 WORD TERM WORDS TERMS
CONNECTION WITH
ON DESIGN DESIGNS
OR
AD
SYMBOL SYMBOLS
SERVICE SERVICES
SHALL
NOT USE ANY THAN
MARK
AS
PART TO
OF ANY CORPORATE
OR OR
TRADE IN
NAME OR WITH
MODIFIED
IN
ANY
PREFIX NOR
OR OTHER USE
OTHER
LOGO LOGOS
OR
IN
LICENSED ANY
AD
HEREUNDER
ANY
FORM
WRITING
MAY
SUCH
AD
ANY
MARK
IN
UNAUTHORIZED
OR PRODUCT PRODUCTS
SERVICE
OTHER
MANNER
AS
NOT EXPRESSLY SPECIFIE SPECIFIES
AUTHORIZED AND
TO
BY
FRANCHISOR
FICTITIOU FICTITIOUS
AD
OR
NOTICE AGREE TO GIVE SUCH NOTICES AGREES ASSUMED NAME REGISTRATIONS REGISTRATION
SH
BUSINES BUSINESS
OF TRADEMARK
AS
AND
MARK
REGISTRATION
FRANCHISOR
USE
THAT
AND OBTAIN NO SERVICE
MAY
BE
AS
REQUIRED
BY FRANCHISOR
SPECIFIED
OR UNDER
APPLICABLE
SHALL
LAW
USED
AD
IN
FURTHER
AGREE AGREES
MARK OTHER THAN
OF
OR SUCH
OTHER
MARK MARKS
MAY
BE
BY FRANCHISOR
BE
THE
MARKETING
PROMOTION
OR OPERATION
ADS
SH
AD
TO
103
OR DISCONTINUE
TO
USE
USE OF ANY
IF
IT
BECOME BECOMES
ADVISABLE OR
AT
ANY
TIME
IN TRADE
FRANCHISOR FRANCHISORS
OR
SERVICE
SOLE DISCRETION
FOR TO
FRANCHISOR
OR WITH
TEQ
104
MARK OR USE ONE OR MORE
REASONABLE TIME
AFTER
ADDITIONAL
SUBSTITUTE
MARK MARKS AD
AGREE AGREES
COMPLY
DIRECTION DIRECTIONS
DO SO WITHIN
NOTICE
THEREOF
INFRINGEMENT INFRINGEMENTS
AND BY ANY PERSON
WITH ANY SUCH
AS IT
AD
OF ANY
SHALL
IMMEDIATELY
IN
NOTIFY
FRANCHISOR
OF NOT
OR CHALLENGE OTHER THAN FRANCHISOR PATENT
TO
ADS
HAVE
USE OR
OF
ITS
ANY MARK
COUNSEL DISCRETION PROCEEDING
IN
OR CLAIM CONNECTION
TO
RIGHT RIGHTS
ANY
MARK AND
SETTLE
AD
TO
SHALL
ANY APPARENT COMMUNICATE FRANCHISOR FRANCHISORS
INFRINGEMENT WITH ANY
OF
PERSON
FRANCHISOR
SHALL
MATTER
AD MAY
APPROPRIATE
NOT
ANY
RIGHT
CLAIM
WITHOUT
WRITTEN
LITIGATION
CONSENT
SOLE OFFICE
TO
TAKE
OR
SUCH
ACTION
DEEM DEEMS
AND
ARISING
THE
CONTROL SUCH
EXCLUSIVELY INFRINGEMENT
ANY
US
OR CLAIM SUCH
AND TRADEMARK
RELATING
OR OTHERWISE
ANY
ACT ACTS
AS
IN
THE
OPINION
OF
SH
MARK
IN
ANY
TO
OTHER ADMINISTRATIVE EXECUTE BE ANY AND
ALL
PROCEEDING INSTRUMENT INSTRUMENTS
TO
OUT OF ANY
CHALLENGE
AD
AGREE AGREES
AND
DOCUMENT DOCUMENTS
RENDER
SUCH
ASSISTANCE
AND PERFORM
IN
COUNSEL
MAY
NECESSARY
OR ADVISABLE
PROTECT
AND MAINTAIN
FRANCHISOR FRANCHISORS
INTEREST INTERESTS
THE
MARK MARKS
IS
105
LIABLE IN
FRANCHISOR
ARISING
AGREE AGREES
TO
INDEMNIFY
AD
AGAINST TO
AND
TO IN
REIMBURSE COMPLIANCE
IS
AD
AS
FOR
ALL
DAMAGE DAMAGES
FOR
WHICH AND
AD
FOR
HELD
ANY
PROCEEDING INCURRED
OUT OF DEFENDING
ITS
AUTHORIZED ANY
USE OF ANY
MARK PURSUANT
IN
AND
WITH
THI THIS
AGREEMENT
PROVIDED
AT
ITS
ALL
COST COSTS
REASONABLY
NOTIFIED TO
BY
AD
SUCH CLAIM
OR ANY PROCEEDING COMPLIED
WHICH
WITH THI THIS
AD
NAMED
PARTY
THAT
AD
SHALL
HAS BE
TIMELY
ENTITLED
FRANCHISOR AND
OF SUCH
THE
CLAIM
OR PROCEEDING
AND HAS OTHERWISE
ARISING
AGREEMENT
PURSUANT
TO
FRANCHISOR AND
IN
OPTION WITH
DEFEND
CONTROL
DEFENSE
OF ANY PROCEEDING
OUT OF
ADS
USE OF ANY
MARK
COMPLIANCE
THI THIS
AGREEMENT
11
CONFIDENTIAL
INFORMATION
CERTAIN CONFIDENTIAL
111
TECHNIQUE TECHNIQUES
AND
SHALL
FRANCHISOR SPECIFICATION SPECIFICATIONS
IN
POSSESSE POSSESSES
PROPRIETARY
INFORMATION
CONSISTING
OF
THE
METHOD METHODS
TECHNIQUE TECHNIQUES
FRANCHISOR THE TERM
FORMAT FORMATS
PROCEDURE PROCEDURES
THE
INFORMATION AND
IN FRANCHISING TRAINING
SYSTEM METHOD SYSTEMS METHODS
OF
OF BUSINES BUSINESS RESTAURANT RESTAURANTS
MANAGEMENT THE
IN TO THE
SALE SALES
AND PROMOTION
KNOWLEDGE OF AND EXPERIENCE
DISCLOSE THE
OPERATION
TO IN
QUIZNO QUIZNOS
THE
CONFIDENTIAL GUIDANCE
UTILIZE IT
INFORMATION
TO
CONFIDENTIAL
INFORMATION ANY DURING
INTEREST
AD
THE
PROGRAM
AD
MANUAL
THE
AND
RIGHT THAT
FURNISHED
IN
AD
DURING
IN
HEREOF OF
AD
HAS NOT ACQUIRED HEREUNDER
IN
THE
CONFIDENTIAL
INFORMATION AND AN
UNFAIR
OTHER THAN
THE TERRITORY
THE
EXECUTION
ADS
DUTIE DUTIES
THE
TERM
OF THIS THI
AGREEMENT
CONSTITUTE
AD
ACKNOWLEDGE ACKNOWLEDGES
USE
OR DUPLICATION
OF THE
CONFIDENTIAL
THAT
INFORMATION CONFIDENTIAL AND
ANY OTHER
IS
BUSINES BUSINESS
VENTURE
WOULD
METHOD
AND
IS
OF COMPETITION DISCLOSED
TO
AD AD
SOLELY
ACKNOWLEDGE ACKNOWLEDGES
AND AGREES AGREE
THAT
THE
INFORMATION
ITS
PROPRIETARY
INCLUDE INCLUDES
TRADE
SECRET SECRETS
OF FRANCHISOR
IF
ON THE CONDITION
LIABILITY THE
AD
AGREE AGREES
HEREBY
AD AND
THAT
SHAREHOLDER SHAREHOLDERS
SHALL
PARTNER PARTNERS
THE
MEMBER MEMBERS
AND
MANAGER MANAGERS
IN
AD
IS
CORPORATION
PARTNERSHIP
OR
SHALL
LIMITED
DOE COMPANY DOES
ABSOLUTE
AGREE OF
THE
AD
NOT USE
CONFIDENTIAL
INFORMATION
THE
BUSINES ANY OTHER BUSINESS
OR CAPACITY
SHALL
MAINTAIN
CONFIDENTIALITY
CONFIDENTIAL
INFORMATION
DURING
IN
AND
WRITTEN
AFTER OR
TERM
OF THIS THI
AGREEMENT
AND OF
SHALL THE
NOT AND
MAKE
UNAUTHORIZED
ALL
COPIE COPIES
OF ANY
PORTION
OF
THE
CONFIDENTIAL FROM TIME
TO
INFORMATION TIME
DISCLOSED
TO
OTHER
TANGIBLE
FORM
OR
ADOPT
IMPLEMENT INFORMATION
REASONABLE
PROCEDURE PROCEDURES
THAT
PRESCRIBED
SHALL
BY FRANCHISOR
RIGHT TO TO
PREVENT
UNAUTHORIZED OTHER
USE
DISCLOSURE
CONFIDENTIAL
AD
TO
AGREE AGREES
FRANCHISOR
SHALL FULLY
HAVE THE
PROMPTLY RESTAURANT BY
PERPETUAL DISCLOSE OR
USE
AND
ALL
AUTHORIZE
QUIZNO QUIZNOS
METHOD METHODS
RESTAURANT AND BY TECHNIQUE TECHNIQUES
FRANCHISEE FRANCHISEES
RELATING
AND AREA DIRECTORS DIRECTOR
TO
USE AND
AD
AND
FRANCHISOR
ADS
THE
ACTIVITIE ACTIVITIES
IDEA CONCEPTS IDEAS CONCEPT HOWSOEVER CONCEIVED OR DEVELOPED
AGREEMENT
THE
THE
DEVELOPMENT
FRANCHISED
AND OPERATION
OF
QUIZNO QUIZNOS
SERVICED PROPERTY
THE
AD
OR
ITS
EMPLOYEE EMPLOYEES
OR
QUIZNO QUIZNOS
IT
RESTAURANT RESTAURANTS
SHALL TO
AD
DURING
TERM
OF THIS THI
AD
OR
ACKNOWLEDGE ACKNOWLEDGES
SUCH
THAT
ANY
SUCH
TO
IDEA IDEAS
CONCEPT CONCEPTS
METHOD METHODS AND TECHNIQUES TECHNIQUE
AS
BE BE
OF FRANCHISOR
AND FRANCHISOR
MAY
UTILIZE
DISCLOSE
INFORMATION
FRANCHISEE FRANCHISEES
OR OTHER AGENT AGENTS
DETERMINE DETERMINES
APPROPRIATE
0Q0Q0
Case 1:04-cv-01062-ZLW-BNB
112
SHAREHOLDER SHAREHOLDERS
NONDISCLOSURE OFFICER OFFICERS
Document 133-2
FRANCHISOR
Filed 02/14/2006
RESERVE RESERVES
RIGHT IS TO
Page 14 of 35
THAT
AND DIRECTOR DIRECTORS
NETITIO
EMPLOYEE EMPLOYEES
IN
REQUIRE
AD
CAUSE
TO
EACH
OF
ITS
PARTNER PARTNERS
MEMBER MEMBERS
AND MANAGERS MANAGER
AND NONCOMPETITION
AGREEMENT
FORM APPROVED BY FRANCHISOR
12
EXCLUSIVE
HAS ENTERED
THAT
IP
INTO
AND
IF
AD
AN
INDIVIDUAL
ADS
SPOUSE
EXECUTE
121
EXCLUSIVELY WITH FRANCHISOR
TO IN
FRANCHISOR
THI THIS
AGREEMENT
WITH
TO
AD
ON
THE
ITS
CONDITION CONFIDENTIAL
THAT
AD
WILL
DEAL
AD
FREE
ACKNOWLEDGE ACKNOWLEDGES
EXCHANGE OF
AND AGREES AGREE IDEA IDEAS
AS
FRANCHISOR
WOULD BE UNABLE
AREA
PROTECT
INFORMATION
AND
WOULD BE UNABLE
TO
ENCOURAGE ANY
AND INFORMATION BELOW
AMONG
DIRECTOR DIRECTORS
AND FRANCHISOR
THAT DURING THE
IF
IF
DIRECTOR AREA DIRECTORS
WERE PERMITTED
HOLD
INTEREST INTERESTS
COMPETITIVE OR PARTNERS PARTNER
BUSINES BUSINESS
DEFINED
IN
AD
THEREFORE
AGREE AGREES
TERM
HEREOF NEITHER
THE
AD
ADS
SHAREHOLDER SHAREHOLDERS SHALL
MEMBER MEMBERS
WHO
PARTICIPATE
THE
MANAGEMENT
OF
AD
NOR
ADS
SPOUSE AND
APPLICABLE
MANAGING
OWNER
HAVE
ANY
DIRECT
OR
INDIRECT
INTEREST
AS
DISCLOSED
TO
OR
TO
BENEFICIAL
OWNER
IN
BUSINES BUSINESS
OR OTHER FOOD FROM THE SERVICE
SALE
WHICH
SHALL
BE DEFINED MORE THAN SANDWICHE SANDWICHES
AS
BUSINES BUSINESS OF
ITS
OPERATING
OR GRANTING EXCLUDING
FRANCHISE FRANCHISES
LICENSE OR LICENSES
RELATING
OTHER OTHERS
THE
OPERATE
RESTAURANT
BUSINES BUSINESS
DERIVING OR OTHER
10
GROS RECEIPT GROSS RECEIPTS
GROS RECEIPT GROSS RECEIPTS
OPERATED
TO
SALE
OF ALCOHOLIC WITH
BEVERAGE BEVERAGES FRANCHISOR
OF SUBMARINE
EXCLUDING
QUIZNO QUIZNOS
PERFORM
RESTAURANT RESTAURANTS
UNDER
FRANCHISE
AGREEMENT AGREEMENTS
SERVICE SERVICES
AS
DIRECTOR
OFFICER
MANAGER
EMPLOYEE
CONSULTANT
REPRESENTATIVE
AGENT
OR OTHERWISE
FOR
COMPETITIVE
BUSINES BUSINESS
OR
DIVERT
OR
ATTEMPT
TO
DIVERT
ANY
BUSINES BUSINESS
RELATED
TO OR ANY CUSTOMER BY
DIRECT
OR ACCOUNT
OF
THE
AD
BUSINES BUSINESS
FRANCHISOR FRANCHISORS
TO DIVERT
BUSINES BUSINESS
THE
OR ANY
OTHER
QUIZNO QUIZNOS
EMPLOYEE
AREA DIRECTORS DIRECTOR OF FRANCHISOR
FRANCHISEE OR FRANCHISEES OR ANOTHER AREA
BUSINES BUSINESS
DIRECTOR
INDUCEMENT LICENSED
OR OTHERWISE
OR DIVERT
TO
OR ATTEMPT
EMPLOYMENT
DIRECT
OF ANY
OR FRANCHISEE
BY FRANCHISOR
ANY COMPETITIVE
BUSINES BUSINESS
BY ANY
INDUCEMENT
OR OTHERWISE
NOTWITHSTANDING ARE
LISTED
THE
FOREGOING OR TRADED NOT BE
AD
DEEMED HAD
FOR
SHALL
NOT BE
PROHIBITED
FROM
SECURITIE OWNING SECURITIES AND REPRESENT
IN
COMPETITIVE
BUSINES BUSINESS CLAS CLASS
IF
SUCH
SECURITIE SECURITIES ISSUED
ON
STOCK AND
EXCHANGE
ON THE OVERTHECOUNTER
TO
MARKET COMPETITIVE
TO
OR
AS THAT
LES OF LESS
TERM
IS
THAT
OF SECURITIES SECURITIE
IF
AND
OUTSTANDING
II
AD
WILL
BE
OPERATING
BUSINES BUSINESS
UNDER
DEFINED SUBLEASE
ABOVE
OR
AD
FAILURE
TEMPORARILY
TO
OPERATE OPERATES
FRANCHISEE SUCH
IF TO
QUIZNO QUIZNOS
UNDER
RESTAURANT
WHICH
EITHER
BEEN SUBLET
OF NOT
FRANCHISEE
AN
APPROVED
FOLLOWING UNDER
THE
HAD BEEN ASSIGNED
TO
AN APPROVED RESTAURANT
FOR
ASSIGNMENT
PERIOD RESTAURANT OF
PERIOD
MORE THAN 90
OR THAN
DEFAULT
CONSECUTIVE
THE
DAY DAYS
THE FRANCHISEE FRANCHISEES
OPERATE
QUIZNO QUIZNOS
OPERATE OPERATES
THE
CONSECUTIVE
FOR
DAY DAYS
LONGER
BY
FRANCHISEE
TERM TERMS OF
WILL
ITS
SUBLEASE THE
RIGHT
OR
ASSIGNMENT
AD
SIGN
ANY
QUIZNO QUIZNOS
PERIOD
90
TO
CONSECUTIVE GOVERN
FRANCHISOR FRANCHISORS
THENCURRENT
FORM OF FRANCHISE
AGREEMENT
DAY DAYS THEN ADS OPERATION
FRANCHISOR OF SUCH
HAVE
TO REQUIRE
AD
RESTAURANT
13
OPERATING
AT ALL
STANDARD STANDARDS
PROMPT COURTEOU COURTEOUS AND
EFFICIENT
131
FRANCHISEE FRANCHISEES
IN THE
OF TERRITORY INTEGRITY
AD
SHALL
IN
ALL
SHALL
TIME TIMES
SUCH
GIVE
SERVICE
TO
QUIZNO QUIZNOS
ADHERE
TO
RESTAURANT
THE
AD
DEALING DEALINGS
WITH
FRANCHISEE FRANCHISEES
PROSPECTIVE
FRANCHISEE FRANCHISEES
AND
THE
PUBLIC
HIGHEST
STANDARD STANDARDS
OF
HONESTY
FAIR
DEALING
AND
ETHICAL
CONDUCT
132
PERMIT PERMITS
AND
CERTIFICATE CERTIFICATES RELATING
WITH
TO
LAW LAWS
ADVISED PARTIE PARTIES
AND
GOOD BUSINESS BUSINES
HEREUNDER
AD
SHALL
SHALL FULL
SECURE
AND MAINTAIN
WITH
ALL
IN
FORCE
ALL
REQUIRED
LICENSE LICENSES AND
ADS
ACTIVITIE ACTIVITIES THAT TO TO
AND
OPERATE HAVE
IN
COMPLIANCE CONCERNING
LIMITATION
APPLICABLE SALE
LAWS ORDINANCE LAW ORDINANCES RENEWAL
REGULATION REGULATIONS AND CONTINUING
AD
ACKNOWLEDGE ACKNOWLEDGES
BEING
JURISDICTION MANY JURISDICTIONS
ENACTED
LAW LAWS
ADVERTISING
TERMINATION
RELATIONSHIP TO
BETWEEN
FRANCHISE
AGREEMENT INCLUDING WITH
USE
IN
ALL
WITHOUT AND
LEGAL
LAW LAWS
IN
CONCERNING FORCE
IN
DISCLOSURE TERRITORY
REQUIREMENT REQUIREMENTS AND
TO UTILIZE
AD
ONLY
AGREE AGREES PROMPTLY
OFFERING CIRCULAR CIRCULARS
BECOME
THAT
AWARE
OF AND
COMPLY
FOR
SUCH
LAW LAWS
REQUIREMENT REQUIREMENTS
THE
FRANCHISOR
HAS APPROVED
THE
APPLICABLE
JURISDICTION
133
THAT THE
BEFORE CONTAINED
AT THE STATE IN
IT
OFFER OFFERS
SELL OR SELLS
ANY AND
FRANCHISE
AD
SHALL
EACH
TO
TIME THE
TAKE
OFFER
REASONABLE OR
SALE
STEP STEPS
TO
CONFIRM
IS TO
INFORMATION
ANY TIME LAW
WRITTEN OF SUCH
RELATED
MATERIAL MATERIALS
OFFER TO THE
AGREEMENT AGREEMENTS
AND THE OF
OTHER OR
SALE
DOCUMENT DOCUMENTS
OF SUCH
OFFERING
RELATED
OF FRANCHISES FRANCHISE
TRUE OR
IN
CORRECT
AND NOT MISLEADING
OF ANY APPLICABLE
OR SALE
OFFER THE
FRANCHISE
WILL
NOT
SHALL
AT THAT
TIME
BE CONTRARY
WITH ANY
VIOLATION
TO
ITS
REGISTRATION
FRANCHISE
FRANCHISOR
PROVIDE
AD
CHANGE CHANGES
THAT
DISCLOSURE
DOCUMENT DOCUMENTS
IN
AND OTHER
WRITTEN TO
AGREEMENT AGREEMENTS
ON
TIMELY
OR
BASI BASIS
AND
SHALL USED
UPON REQUEST
BY
PROVIDE CORRECT
IN
AD
ANY
WITH
CONFIRMATION
THE
FOR
INFORMATION INFORMATION
CONTAINED
SPECIFICALLY
ANY
MATERIAL MATERIALS
DISCLOSURE DISCLOSURES REASONABLE
AGREEMENT AGREEMENTS
REGARDING PERIOD
DOCUMENT DOCUMENTS
IF
BEING NOTIFIE NOTIFIES
TO
AD
IS
TRUE
AND NOT MISLEADING
INFORMATION
IN
EXCEPT
RELATING SHALL
AD
TO
AD
FRANCHISOR
OF AN
ERROR
FRANCHISOR FRANCHISORS
IN
DOCUMENT DOCUMENTS
INFORMATION
FRANCHISOR
HAVE
OF TIME
ATTEMPT
CORRECT
DEFICIENCIE ANY DEFICIENCIES
MISREPRESENTATION MISREPRESENTATIONS
OMISSIONS OR OMISSION
SUCH
QU
0Q0Q
Case 1:04-cv-01062-ZLW-BNB
134
SUIT OTHER ARBITRATION PROCEEDING
Document 133-2
NOTIFY
Filed 02/14/2006
WITHIN INJUNCTION
Page 15 of 35
COMMENCEMENT OF ANY ACTION AGENCY OR
IN
IQ1
OR INVESTIGATION INSTRUMENTALITY
AD
SHALL THE THE
FRANCHISOR OF
IN
WRITING WRIT
DAY DAYS
OF
OF
THE
AND OF CONCERN CONCERNS
ISSUANCE OPERATION
ANY ORDER
OR
FINANCIAL
AWARD OR DECREE BY ANY COURT
GOVERNMENTAL
WHICH
CONDITION
AD
ADS
BUSINES BUSINESS
OR ANY
FRANCHISEE
THE
TERRITORY
135
SUPERVISION
AND MANAGEMENT
BUSINES BUSINESS
OR
LIMITED LIABILITY
SHALL
AT
ALL
TIME TIMES
BE
UNDER
THE
DIRECT
DAYTODAY
HAVE BEEN THE
FULLTIME APPROVED
OF
AD OR
IF
AD
SHALL
IS
PARTNERSHIP
SATISFACTORILY
CORPORATION COMPLETED
THE
COMPANY
TRAINING
THE
MANAGING
OWNER
AT
ALL
WHO SHALL
TIME TIMES
BY FRANCHISOR AGREEMENT
AND WHO
HAVE
FRANCHISOR FRANCHISORS
OF FRANCHISOR THI THIS
PROGRAM
PROMPTLY
IS
AD
SHALL
DURING PROOF
TERM
OF THIS THI
OWN AND
THAT
CONTROL THE BUSINES BUSINESS STATEMENT OF
UPON
REQUEST
TO
AD
AS
SHALL
PROVIDE
SATISFACTORY
OF SUCH OWNERSHIP AND NOT MISLEADING CHANGE CHANGES
IF AT
AD AD
TIME
REPRESENT REPRESENTS
SHALL
THE
OWNERSHIP
WITH
ATTACHED
AGREEMENT
IF THE
TRUE
IN
COMPLETE
THE
AND ACCURATE
OF
IN
PROMPTLY THE AN
PROVIDE
FRANCHISOR
WRITTEN SHALL
NOTIFICATION
INFORMATION
CONTAINED
TRANSFER THE
STATEMENT CONTAINED
OWNERSHIP
ANY
AN
DURING
THI TERM OF THIS
AGREEMENT
AND
COMPLY
BY
WITH
THE
APPLICABLE EXECUTE
PROVISION
SECTION OF
15
AD
IS
NOT
INDIVIDUAL HERETO AS
INDIVIDUAL
INDIVIDUAL OR INDIVIDUALS
DESIGNATED HEREIN
FRANCHISOR REFERENCE
SHALL
GUARANTY
AND ASSUMPTION
ADS
OBLIGATION OBLIGATIONS
ATTACHED
AND INCORPORATED
THI BY THIS
136
CONTINUOUSLY OTHER BUSINES BUSINESS RESPONSIBILITY FRANCHISOR EXERT
ITS
AD
BEST EFFORT EFFORTS
TO
SHALL
AT
ALL
TIME TIMES
FAITHFULLY
HONESTLY
AND
DILIGENTLY
PERFORM THE TERRITORY
THAT
ITS
OBLIGATION OBLIGATIONS
HEREUNDER
AND
IN
PROMOTE
OR
ENHANCE
AND SERVICE
OR OTHER TIME
ACTIVITY
DIRECTLY
INDIRECTLY
INCLUDING
QUIZNO RESTAURANT QUIZNOS RESTAURANTS IN OPERATING QUIZNO QUIZNOS RESTAURANT
WITH
AD
ANY THE
SHALL
NOT
ENGAGE
ANY
REQUIRE REQUIRES
SIGNIFICANT
MANAGEMENT
APPROVAL
COMMITMENT COMMITMENTS
OR OTHERWISE
MAY
CONFLICT
ADS
OBLIGATION OBLIGATIONS
HEREUNDER
WITHOUT
PRIOR
WRITTEN
OF
137
FOR IN
AD
OF THE TYPES TYPE
OR OTHERWISE
RIGHT IN THE ALL
SHALL
AT
ALL
TIME TIMES
AND
DURING SUCH
THE TERM
OF THIS THI
AGREEMENT
AS
MAINTAIN
IN
FORCE
AT
ADS
TO
SOLE
EXPENSE
INSURANCE PRESCRIBE WAIVER NOTICE OF OF
AD
THE
BUSINES BUSINESS MANUAL
AMOUNT AMOUNTS
OF
THE
WITH
TERM TERMS
AND CONDITIONS CONDITION
SHALL
FRANCHISOR
MAY FROM TIME
AS
TIME
REASONABLY CONTAIN WRITTEN
AD
REQUIRED
INSURANCE
POLICIE POLICIES
NAME FRANCHISOR
THAT
AN ADDITIONAL RECEIVE
INSURED
THE
INSURANCE
COMPANY COMPANYS
EXPIRATION
OF SUBROGATION OF ANY
AGAINST SUCH
FRANCHISOR POLICY
AND PROVIDE
FRANCHISOR
WILL
30 DAY PRIOR DAYS
TERMINATION
OR CANCELLATION
138
OF
ITS
INSURANCE
AD
SHOW
THAT THE THE
WILL
PROVIDE HAS
PROOF
OF INSURANCE
TO
TO
FRANCHISOR FRANCHISOR
TO
PRIOR IN
TO
COMMENCEMENT
EVENT ANY POLICIE POLICIES
OF OPERATIONS OPERATION LAPSE OR
ARE
AD
BUSINES BUSINESS
FRANCHISOR DUE
THI THIS
HAS
PROOF
THE
WILL
INSURER
BEEN AUTHORIZED
INFORM
IS
THE
CANCELLED NOTICE
SET
ALL
RIGHT TO
TO
CHANGE
IS
MINIMUM
AND OF THIS THI
TO
GIVING HEREIN
CONSIDERATION BE
WHAT
REASONABLE BREACH
RIGHT
LYH
THAT
AMOUNT OF INSURANCE
IN THE SIMILAR IN
AD
THE
REQUIRED
MAINTAIN
BY GIVING
WITH
THE
AD
PRIOR
REASONABLE PROVISION PROVISIONS ADDITION
TO IN
BUSINES BUSINESS
EVENT OF
NONCOMPLIANCE
INSURANCE
IN
FORTH
SHALL
DEEMED
SHALL
MATERIAL HAVE
IN THE
AGREEMENT
AND
CEASE
OTHER
REMEDIE REMEDIES
FRANCHISOR
DEMAND PAYMENT PAYMENTS
AD
OPERATION OPERATIONS
ANY LAPSE IN OF AD BUSINESS BUSINES
TO
INSURANCE
UNTIL
COVERAGE
IS
COVERAGE
REINSTATED
OR
THE
ALTERNATIVE
DELINQUENCIE PAY ANY DELINQUENCIES
PREMIUM
AND CHARGE
THE
SAME
BACK
AD
EQUAL
IN PRIOR TO THE TO
139
THE AFTER SHALL
IN
POPULATION
THREE
PORTION
OF
THE TO
ADS
INITIAL
YEAR YEARS
BE
FROM
DATE OF THIS THI SPEND OF THE
TO
AD IS II 400 AGREEMENT AD
FEE
OR ADDITIONAL SPENT
REQUIRED ON HAS
TO
SPEND
FOR
MONTHLY
AN
AMOUNT
THE
GREATER
OFI
IF
THE
ONE HALF PERCENT
OF
ADVERTISING
PROSPECTIVE
FOR THAT THE
FRANCHISEE FRANCHISEES
TERRITORY THE END OF
DURING
SALE ANY SALES YEAR YEAR
SHALL THE
MET
ON
ITS
SALE SALES GOAL
SALE SALES
YEAR
SALE SALES
THEN SUBMIT
AD
TO
NOT
OBLIGATED
ANY
AMOUNT AMOUNTS
ADVERTISI
Free Trial Brief - District Court of Colorado - Colorado
| File Size: | 1,389.1 kB |
| Pages: | 35 |
| Date: | February 14, 2006 |
| File Format: | |
| State: | Colorado |
| Category: | District Court of Colorado |
| Author: | unknown |
| Word Count: | 9,335 Words, 65,537 Characters |
| Page Size: | Letter (8 1/2" x 11") |
| URL |
https://www.findforms.com/pdf_files/cod/25732/133-2.pdf |
| Download Trial Brief - District Court of Colorado ( 1,389.1 kB) |
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