270 Legal [Sample Agreements]

AIRPORT DEVELOPMENT AGREEMENT

THIS AIRPORT DEVELOPMENT AGREEMENT (the “Agreement”) is made this 20th day of July, 2007 by and between THE GROVE, INC., located at 3 Westbrook Corporate Center, Suite 500, Westchester, Illinois 60154 (“Franchisee”), and ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., located at 265 Turner Drive, Durango, Colorado 81303 (“Franchisor”).
RECITALS

A. The Franchisor offers franchises for the establishment of retail stores, known as “ROCKY MOUNTAIN CHOCOLATE FACTORY Stores” or “Stores” offering gourmet chocolates and other premium confections, featuring Rocky Mountain Chocolate Factory® brand boxed chocolates and also confections made at the Stores. The Stores are operated under the Franchisor’s service mark “ROCKY MOUNTAIN CHOCOLATE FACTORY” and other trademarks, service marks, logo types, architectural designs, trade dress and other commercial symbols (collectively, “Marks”) and pursuant to the Franchisor’s proprietary business format, systems, methods, procedures, designs, layouts and specifications (“System”) for the establishment, operation and promotion of the Stores.

B. The Franchisee operates numerous retail stores (“Grove Stores”) at airports throughout the United States, selling packaged snack foods, beverages and frozen treats, under the trademark “THE GROVE” and other marks (“Grove Marks”).

C. The Franchisee would like to use the Franchisor’s Marks and System in connection with the development of ROCKY MOUNTAIN CHOCOLATE FACTORY Stores at airports throughout the United States, under the terms set forth herein. The Franchisor desires to grant the Franchisee the right to establish and operate such Stores under the terms and conditions which are contained in this Agreement.

The parties therefore agree as follows:

1. GRANT OF DEVELOPMENT RIGHTS

1.1. Development Area. The Franchisor grants to the Franchisee the right to develop and establish Stores using the Franchisor’s Marks and System in those airports (“Airports”) described in Exhibit A attached hereto (the “Development Area”). Except as set forth in Section 1.2 below, the Franchisor shall not establish, nor shall it license any other party to establish, Stores using the Marks and System within Airports in the Development Area for so long as this Agreement is in effect.

1.2. Franchisor’s Reservation of Rights. The Franchisee acknowledges that the Franchisor reserves the rights, among others: (1) to use and license others to use, the Marks and System for the operation of ROCKY MOUNTAIN CHOCOLATE FACTORY Stores, Kiosk Stores and Satellite Stores at any location other than within Airports in the Development Area; (2) to use and license the use of different marks and methods in connection with the sale of products or services similar to those which the Franchisee will sell in its Stores, whether in alternative channels of distribution or in connection with the operation of retail stores selling gourmet chocolates or other premium confectionary products, at any location outside of the Development Area, which businesses are the same as, or different from Stores, on any terms and conditions as the Franchisor determines; and (3) to use the Marks to identify and sell any type of services, products, promotional and marketing efforts or related items made available by the Franchisor, in its sole discretion, and to identify products and services similar to those which the Franchisee will sell, but made available through alternative channels of distribution (other than Stores), at any location, excluding the Development Area.
===

Click here for the complete Airport Development Agreement