of those or any other payments due
hereunder, put the same in escrow or set-off same against any claims or alleged
claims Franchisee may allege against Franchisor, the System Ad Fund, the Market
Ad Fund or others. Franchisee shall not, on grounds of any alleged
non-performance by Franchisor or others, withhold payment of any fee, including
without limitation Royalty Fees or advertising contributions, nor withhold or
delay submission of any reports due hereunder including but not limited to Sales
Reports.
Designated Accountants and Fees. If required by Franchisor, Franchisee
shall use a certified public accountant service designated or approved by
Franchisor for bookkeeping and financial records management. Franchisee shall
pay such service provider or Franchisor, as directed by Franchisor, a fee for
these services for each month in such reasonable amount as the service provider
or Franchisor may periodically designate.
Additional Payments. Franchisee shall pay to Franchisor, within fifteen
(15) days of any written request by Franchisor which is accompanied by
reasonable substantiating material, any monies which Franchisor has paid, or has
become obligated to pay, on behalf of Franchisee, by consent or otherwise under
this Agreement.
Overdue Payments and Reports. Any payment, contribution, statement, or
report not actually received by Franchisor on or before such date shall be
overdue. If any contribution or payment is overdue, Franchisee shall pay
Franchisor immediately upon demand, in addition to the overdue amount: (i) a
late payment fee in an amount equal to five percent (5%) of the overdue amount,
and (ii) interest on the overdue amount from the date it was due until paid, at
the rate of one and one-half percent (1.5%) per month, or the maximum rate
permitted by law, whichever is less. Entitlement to such interest shall be in
addition to any other remedies Franchisor may have.
No Subordination. Franchisee shall not subordinate to any other obligation
its obligation to pay Franchisor the royalties and/or any other fee or charge
payable to Franchisor, whether under this Agreement or otherwise.
SITE, CONSTRUCTION AND OPENING OF BUSINESS
Preparing a Location. Before commencing any construction of the Franchised
Restaurant, Franchisee, at its expense, shall comply, to Franchisor's
satisfaction, with all of the following requirements:
Franchisee shall employ a qualified, licensed architect or engineer
who has been approved or designated (as described below) by Franchisor to
prepare, subject to Franchisor's approval, preliminary plans and specifications
for site improvement and/or construction of the Franchised Restaurant based upon
prototype plans and/or specifications furnished by Franchisor, as described in
Section 3.1 above. Franchisor shall have the right to designate one or more
suppliers of design services and/or architecture services to supply such
services to the System. If Franchisor designates a design firm and/or
architecture firm prior to the time Franchisee commences to develop the
Franchised Restaurant, Franchisee shall employ such designated supplier(s) to
prepare all designs and plans for the Franchised Restaurant, unless Franchisee
obtains Franchisor's prior written approval to use an alternative professional.
If Franchisor has not designated a design firm or architecture firm, Franchisee