Exhibit 10.10
T.G.I. FRIDAY'S® RESTAURANTS
DEVELOPMENT AGREEMENT
MAIN ST. CALIFORNIA, INC.
Date: March 15, 2004
T.G.I. FRIDAY'S® RESTAURANTS
DEVELOPMENT AGREEMENT
TABLE OF CONTENTS
1.
DEFINITIONS
2.
EXCLUSIVE RIGHTS; TERM
3.
DEVELOPMENT SCHEDULE; SITE SELECTION; OCCUPANCY CONTRACT; DEVELOPMENT MANUALS
4.
FEES AND PAYMENTS
5.
REPRESENTATIVE; OPERATOR; RESTAURANT MANAGERS; TRAINING
6.
CONFIDENTIAL INFORMATION
7.
DEVELOPER'S REPRESENTATIONS AND WARRANTIES; AFFIRMATIVE AND NEGATIVE COVENANTS
8.
TRANSFER
9.
CONSENT AND WAIVER
10.
DEFAULT AND REMEDIES
11. [a05-1930_1ex10d10.htm#aINSURANCE21]
INSURANCE [a05-1930_1ex10d10.htm#aINSURANCE21]
12. [a05-1930_1ex10d10.htm#aINDEMNIFICATION23]
INDEMNIFICATION [a05-1930_1ex10d10.htm#aINDEMNIFICATION23]
13. [a05-1930_1ex10d10.htm#aNOTICES25]
NOTICES [a05-1930_1ex10d10.htm#aNOTICES25]
14. [a05-1930_1ex10d10.htm#aFORCEMAJEURE27]
FORCE MAJEURE [a05-1930_1ex10d10.htm#aFORCEMAJEURE27]
15. [a05-1930_1ex10d10.htm#aSEVERABILITY29]
SEVERABILITY [a05-1930_1ex10d10.htm#aSEVERABILITY29]
16. [a05-1930_1ex10d10.htm#aINDEPENDENTCONTRACTOR31]
INDEPENDENT CONTRACTOR [a05-1930_1ex10d10.htm#aINDEPENDENTCONTRACTOR31]
17. [a05-1930_1ex10d10.htm#aDUEDILIGENCEANDASSUMPTIONOFRISK33]
DUE DILIGENCE AND ASSUMPTION OF RISK
[a05-1930_1ex10d10.htm#aDUEDILIGENCEANDASSUMPTIONOFRISK33]
18. [a05-1930_1ex10d10.htm#aMISCELLANEOUS35]
MISCELLANEOUS [a05-1930_1ex10d10.htm#aMISCELLANEOUS35]
19. [a05-1930_1ex10d10.htm#aCHOICEOFLAWJURISDICTIONVENUE37]
CHOICE OF LAW; JURISDICTION; VENUE
[a05-1930_1ex10d10.htm#aCHOICEOFLAWJURISDICTIONVENUE37]
20. [a05-1930_1ex10d10.htm#aENTIREAGREEMENT39]
ENTIRE AGREEMENT [a05-1930_1ex10d10.htm#aENTIREAGREEMENT39]
1
ADDENDUM A [a05-1930_1ex10d10.htm#AddendumA_015840]
COVENANT AND AGREEMENT FOR CONFIDENTIALITY (PRINCIPAL)
[a05-1930_1ex10d10.htm#AddendumA_015840]
ADDENDUM B [a05-1930_1ex10d10.htm#AddendumB_015845]
COVENANT AND AGREEMENT FOR CONFIDENTIALITY (OTHERS)
[a05-1930_1ex10d10.htm#AddendumB_015845]
EXHIBIT A
FRANCHISE AGREEMENT
EXHIBIT B [a05-1930_1ex10d10.htm#ExhibitB_015919]
GUARANTY AGREEMENT [a05-1930_1ex10d10.htm#ExhibitB_015919]
EXHIBIT C [a05-1930_1ex10d10.htm#ExhibitC_015925]
TERRITORY [a05-1930_1ex10d10.htm#ExhibitC_015925]
2
DEVELOPMENT AGREEMENT
This Development Agreement is entered into as of the 15th day of March, 2004
with an effective date of January 1, 2004 by and between TGI Friday's Inc., a
New York corporation ("Friday's"), with its principal place of business located
at 4201 Marsh Lane, Carrollton, Texas, 75007, and Main St. California, Inc., an
Arizona corporation ("Developer"), with its principal place of business located
at 5050 North 40th Street, Suite 200, Phoenix, Arizona 85018 and its Principals
(as defined herein below).
RECITALS
WHEREAS, Friday's has developed and owns the System;
WHEREAS, Friday's intends to identify the System in the Territory with the
Proprietary Marks; and
WHEREAS, Developer wishes to obtain certain rights to develop Restaurants under
the System in the Territory.
NOW, THEREFORE, the parties, in consideration of the undertakings and
commitments set forth herein, agree as follows:
1.
DEFINITIONS
As used in this Agreement the following words and phrases shall have the
meanings attributed to them in this Section:
Action - any cause of action, suit, proceeding, claim, demand, investigation or
inquiry (whether a formal proceeding or otherwise) asserted or instituted by a
third party with respect to which the indemnity described in Section 12 applies.
Affiliate - Carlson Restaurants Worldwide Inc., or any subsidiary thereof or any
subsidiary of TGI Friday's Inc.
Agreement - this Development Agreement.
Appraiser(s) - one or more independent third parties selected by the parties to
this Agreement in accordance with the terms and conditions hereof.
Business Days - Each day except Saturday, Sunday and national legal holidays.
Commencement Date - January 1, 2004.
Competing Business - a restaurant business offering the same or similar products
and services as offered by restaurants in the System or restaurants in any other
concept or system owned, operated or franchised by Friday's or any Affiliate,
including, without limitation, waiter/waitress service, sit-down dining and bar
services.
1
Confidential Information - the System, the Development Manual, the Manuals (as
defined in the Franchise Agreement), other manuals, the Standards, written
directives and all drawings, equipment, recipes,