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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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ARTICLE II
PURCHASE AND SALE OF SERVICES; NO WARRANTY

        Section 2.01. Purchase and Sale of Services.

        (a)   Subject to the terms and conditions of this Agreement and in consideration of the Service Costs described below, McDonald's agrees to provide to Chipotle, or procure the provision to Chipotle of, and Chipotle agrees to purchase from McDonald's, the Services. Unless otherwise specifically agreed by McDonald's and Chipotle, the Services to be provided or procured by McDonald's hereunder shall be substantially similar in scope, quality, and nature to those provided to, or procured on behalf of, Chipotle prior to the Closing Date.

        (b)   The Parties understand that (i) the Services McDonald's shall provide to Chipotle under this Agreement will, at Chipotle's request, be provided to Subsidiaries of Chipotle and (ii) McDonald's may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect to Services provided to, or procured on behalf of, any Subsidiary of Chipotle, Chipotle agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services.

        Section 2.02. Additional Services. In addition to the Services to be provided or procured by McDonald's pursuant to Section 2.01, to the extent that McDonald's and Chipotle mutually agree in their respective sole discretion, McDonald's may provide additional services (including services not provided by McDonald's to Chipotle prior to the Closing Date) to Chipotle. The scope of any such services, as well as the term, costs, and other terms and conditions applicable to such services, shall be as mutually agreed by McDonald's and Chipotle in their respective sole discretion.

        Section 2.03 NO WARRANTY. Chipotle acknowledges that (a) McDonald's does not regularly provide the Services, or any related services, to third parties as part of its business and (b) that McDonald's does not warrant or assume responsibility for its provision of the Services. THERE ARE NO WARRANTIES RELATING TO THE SERVICES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE III
SERVICE COSTS; OTHER CHARGES

        Section 3.01. Service Costs Generally. Schedule I, Schedule II, and Schedule III attached to this Agreement (as may be amended from time to time by mutual agreement of the Parties in writing, collectively, the "Schedules") indicate, with respect to each Service listed therein, the method of calculating the amount Chipotle shall pay to McDonald's for such Services (collectively, the "Service Costs"). Chipotle agrees to pay to McDonald's the Service Costs applicable to each of the Services in the manner set forth in Section 3.02.

        Section 3.02. Invoicing and Settlement of Costs.

        (a)   Unless alternative arrangements for a particular Service are set forth on the applicable Schedule, McDonald's will invoice or otherwise notify Chipotle of the Service Costs on a monthly basis, either directly or through McDonald's intracompany billing system, in a manner substantially consistent with the billing practices used in connection with services provided to Chipotle prior to the Closing Date. In connection with the invoicing described in this Section 3.02(a), McDonald's will provide to Chipotle the same billing data and level of detail as it customarily provided to Chipotle prior to the Closing Date.

        (b)   Chipotle agrees to pay, without setoff, all of the Service Costs on or before ten (10) business days after the date on which McDonald's invoices or otherwise notifies Chipotle of the

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