Franchise Agreement

• Date: 19 March 2024
• Parties: BW-3 FRANCHISE SYSTEMS, INC. ("Franchisor", "we" or "us"), Franchisee ("you")
• State: THE STATE IN WHICH THE FRANCHISED RESTAURANT IS LOCATED; THE UNITED STATES TRADEMARK ACT OF 1946
• Renewal Term: 2 successive 5 years
• Section: Commercial Contracts

BW-3 FRANCHISE SYSTEMS, INC.

FRANCHISE AGREEMENT

TABLE OF CONTENTS

ARTICLE PAGE

- ------- ----

I. APPOINTMENT AND FRANCHISE FEE. . . . . . . . . . . . . . . . . . . . .1

II. TERM AND RENEWAL . . . . . . . . . . . . . . . . . . . . . . . . . . .3

III. RESTAURANT AND LOCATION. . . . . . . . . . . . . . . . . . . . . . . .4

IV. TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

V. PROPRIETARY MARKS. . . . . . . . . . . . . . . . . . . . . . . . . . .6

VI. CONFIDENTIAL MANUALS . . . . . . . . . . . . . . . . . . . . . . . . .7

VII. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .7

VIII. MODIFICATION OF THE SYSTEM . . . . . . . . . . . . . . . . . . . . . .8

IX. ADVERTISING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

X. CONTINUING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

XI. ACCOUNTING AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . 12

XII. STANDARDS OF QUALITY AND PERFORMANCE . . . . . . . . . . . . . . . . 13

XIII. OPERATIONS ASSISTANCE. . . . . . . . . . . . . . . . . . . . . . . . 17

XIV. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

XV. COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

XVI. DEFAULT AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . 20

XVII. RIGHTS AND DUTIES OF PARTIES UPON EXPIRATION OR

TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

XVIII. TRANSFERABILITY OF INTEREST. . . . . . . . . . . . . . . . . . . . . 24

XIX. YOUR DEATH OR INCAPACITY . . . . . . . . . . . . . . . . . . . . . . 26

XX. RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . . . . . . . . . 26

XXI. OPERATION IN THE EVENT OF ABSENCE, DISABILITY OR DEATH . . . . . . . 26

XXII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION . . . . . . . . . . . . . 27

XXIII. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

XXIV. APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

XXV. DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . 29

XXVI. OWNER AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 31

XXVII. ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 31

EXHIBITS:

A. OWNER AGREEMENT

B. DESCRIPTION OF DESIGNATED AREA

C. LEASE ADDENDUM

i

bw-3 FRANCHISE SYSTEMS, INC.

FRANCHISE AGREEMENT

This Franchise Agreement ("Agreement") made this _____ day of ________,

19____, by and between bw-3 FRANCHISE SYSTEMS, INC. an Ohio corporation which

has its principal place of business at 1919 Interchange Tower, 600 South Highway

169, Minneapolis, Minnesota 55426 ("we" or "us"), and __________________________

________________________________________________________________________________

________________________________________________________________________________

_______________ ("you"). If you are a corporation, partnership or limited

liability company, certain provisions of the Agreement also apply to your owners

and will be noted.

BACKGROUND:

A. Our parent company has developed a unique system ("System") for

establishing and operating restaurants which use the service mark "BUFFALO WILD

WINGS" and which feature chicken wings, sandwiches, and other products and

beverages, which are all prepared according to specified recipes and procedures

("Menu Items"), some of which use proprietary mixes ("Trade Secret Food

Products"), and has granted to us the right to sublicense the System to others.

B. The distinguishing characteristics of the System include, without

limitation, distinctive exterior and interior layout, design and color scheme,

signage, decorations, furnishings and materials, special recipes, formulae,

menus and food and beverage designations, Confidential Manuals, food and

beverage storage, preparation service and delivery procedures and techniques,

operating procedures for sanitation and maintenance, and methods and techniques

for inventory and cost controls, record keeping and reporting, purchasing, sales

promotion and advertising, Trade Secret Food Products, all of which may be

changed, improved and further developed from time to time.

C. Our parent company is the owner of the trade names, service marks

and trademarks "BUFFALO WILD WINGS", "bw-3" and other logos and commercial

symbols, and such other trade names, service marks, and trademarks as are now

designated (and may later be designated by us in writing) as part of the System

("Marks").

D. We grant franchises to qualified candidates for the operation of

"Buffalo Wild Wings" Restaurants offering the Menu Items and utilizing the

System and Marks. You desire to operate a Buffalo Wild Wings Restaurant using

the System and Marks and have applied for a franchise, which application has

been approved by us in reliance upon all of the representations you have made.

E. You understand and acknowledge the importance of our high and

uniform standards of quality and service and the necessity of operating the

Buffalo Wild Wings business in conformity with our standards and specifications.

AGREEMENTS:

We and you agree as follows:

I. APPOINTMENT AND FRANCHISE FEE

A. Subject to the provisions stated below, we hereby grant you a

license to use the "Buffalo Wild Wings" Marks and System, and you undertake the

obligation to operate a Buffalo Wild Wings restaurant facility featuring the

Menu Items and providing sit-down, carry-out and other restaurant services

("Franchised

1

Restaurant"), and to use the Marks solely in connection with the System, as it

is currently established, and as it may be changed, improved and further

developed from time to time, at one (1) location only, such location to be:

1) ____________________________________________________________________________

___________________________________________________________________________, or

2) at a location to be designated, as provided in Paragraph III within the area

described on EXHIBIT B. When a location has been designated and approved by you

and us, it will become part of Paragraph I.A.1., as if originally incorporated

in that Paragraph. You shall not relocate your Franchised Restaurant without

our prior written approval.

B. You receive a Designated Area within which we and our affiliates

shall not operate or grant to anyone else a franchise to operate a Buffalo Wild

Wings or bw-3 Restaurant so long as this Agreement is in force and effect. The

Designated Area is described in writing and on a map attached to the Agreement

as EXHIBIT B and is made a part of the Agreement. You do not have any right to

sublicense or subfranchise others within or outside of the Designated Area and

do not have the right to operate more than one (1) Franchised Restaurant within

the Designated Area.

C. You acknowledge and agree that we have the right, in our sole

discretion, to grant other franchises outside of the Designated Area as we deem

appropriate. Although we will not operate a Buffalo Wild Wings or bw-3 business

within the Designated Area, we reserve the right, both within and outside of the

Designated Area, to offer and sell at special events (at our option, if you

elect not to participate in such events) or at wholesale, through channels of

distribution distinct from those of a Franchised Restaurant, products and

services which comprise, or may in the future comprise a part of the System,

which products may be resold at retail to the general public by such entities.

Further, you acknowledge that certain locations within the Designated Area are

by their nature unique and separate in character from sites generally developed

as Franchised Restaurants. As a result, you agree that the following locations

("Special Sites") are excluded from the Designated Area and we shall have the

right to develop (by direct ownership or franchising) such locations:

1) public transportation facilities, including airports, train stations and bus

stations; 2) military bases; 3) sports facilities, including race tracks; and 4)

amusement and/or theme parks.

D. We and our affiliated companies shall not engage in catering and

delivery services and activities in the Designated Area. You shall not engage

in catering and delivery services and activities outside of the Designated Area.

We shall have no obligation to enforce similar covenants against any other

System franchisee. Other System franchisees shall be deemed third party

beneficiaries of such. You shall not offer for sale any Menu Items or

Proprietary Products by means of Internet/World Wide Web programming or

advertising. We reserve the right to market and sell Menu Items and Trade

Secret Food Products on the Internet/World Wide Web.

E. You pay us a nonrefundable Initial Franchise Fee of ________________

_______________________ Dollars ($________) which is payable in full on the date

of this Agreement. The Initial Franchise Fee has been fully earned upon receipt

and is nonrefundable in consideration of the expenses incurred by us in granting

this franchise and for the lost or deferred opportunity to franchise others.

F. You acknowledge that because complete and detailed uniformity under

many varying conditions may not be possible or practical, we specifically

reserve the right, at our sole discretion, to vary standards for any System

franchisee based upon the peculiarities of the particular site or circumstance,

density of population, business potential, population of trade area, existing

business practices or any other condition which we deem to be of importance to

the successful operation of such franchisee's business. You shall not be

entitled to require us to grant to you a like or similar variation.