Buffalo Wild Wings 2005 Annual Report Download - page 155

time the balance of the Initial Franchise Fee for that Restaurant is due
and owing. Such payment represents the balance of the appropriate Initial
Franchise Fee, as described above in Section 3.A. Upon the execution of
each Franchise Agreement, the terms and conditions of the Franchise
Agreement control the establishment and operation of such Restaurant.
DEVELOPMENT SCHEDULE
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4. The following provisions control with respect to your development
rights and obligations:
A. You are bound by and strictly must follow the Development
Schedule. By the dates set forth under the Development Schedule, you must
enter into Franchise Agreements with us pursuant to this Agreement for the
number of Restaurants described under the Development Schedule. You also
must comply with the Development Schedule requirements regarding (i) the
restaurant type to be developed and the opening date for each Restaurant
and (ii) the cumulative number of Restaurants to be open and continuously
operating for business in the Development Territory. If you fail to either
execute a Franchise Agreement or to open a Restaurant according to the
dates set forth in the Franchise Agreement, we have the right to (i)
require that you hire a franchise development expert with recognized
experience in developing franchises in a similar line of business to ours
or (ii) immediately terminate this Agreement pursuant to Section 7.B. If
you are developing 3 or more restaurants under this Agreement, you will
have a "late opening extension right" of two weeks for each restaurant in
which we will not have the right under (i) or (ii) in the previous
sentence. To take advantage of this late opening extension, you must make a
request for the extension 45 days prior to the opening date set forth in
the Franchise Agreement and have been in continuous compliance throughout
the term of this Agreement.
B. You may not develop a Restaurant unless (i) at least 45 days, but
no more than 60 days, prior to the date set forth in the Development
Schedule for the execution of each Franchise Agreement, you send us a
notice (a) requiring that we send you our then current disclosure
documents, (b) confirming your intention to develop the particular
Restaurant and (c) sending us all information necessary to complete the
Franchise Agreement for the particular Restaurant and (ii) all of the
following conditions have been met (these conditions apply to each
Restaurant to be developed in the Development Territory):
1. Your Submission of Proposed Site. You must find a proposed
site for the Restaurant which you reasonably believe to conform to our
site selection criteria, as modified by us from time to time, and
submit to us a complete site report (containing such demographic,
commercial, and other information and photographs as we may reasonably
require) for such site.
2. Our Consent to Proposed Site. You must receive our written
consent to your proposed site. We agree not to unreasonably withhold
consent to a proposed site. Prior to granting our consent to a site,
you must have the site evaluated by the proprietary site evaluator
software that has been developed by GeoVue, Inc. You will pay GeoVue,
Inc. an evaluation fee of $400 per site evaluated, provided, that you
must purchase the rights to have at least 3 sites evaluated, unless
you receive our prior approval to purchase less than 3 sites, based on
the trade area. In approving or disapproving any proposed site, we
will consider such matters as we deem material, including demographic
characteristics of the proposed site, traffic patterns, competition,
the proximity to other businesses, the nature of other businesses in
proximity to the site, and other commercial characteristics (including
the purchase or lease obligations for the proposed site) and the size
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