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S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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OBLIGATIONS WITH RESPECT TO PAYMENT OF DAMAGES OF ANY KIND INCLUDED IN AN AWARD OR SETTLEMENT OF A THIRD PARTY CLAIM UNDER ANY INDEMNITY PROVISIONS SPECIFIED HEREIN. McDONALD'S SHALL HAVE NO LIABILITY OF ANY KIND OR NATURE WHATSOEVER FOR CEASING TO PROVIDE ANY OF THE SERVICES UPON TERMINATION PURSUANT TO THIS AGREEMENT.

        Section 5.02. Indemnification of McDonald's by Chipotle. Chipotle agrees to indemnify and hold harmless each McDonald's Indemnified Person from and against any damages, and to reimburse each McDonald's Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation (each an "Action") and whether or not any McDonald's Indemnified Person is a party, arising out of or in connection with Services rendered or to be rendered by any McDonald's Indemnified Person pursuant to this Agreement or any other services rendered by any McDonald's Indemnified Person, the transactions contemplated by this Agreement, or any McDonald's Indemnified Person's actions or inactions in connection with any such Services, any such other services, or any such transactions; provided that no Chipotle Indemnified Person will be responsible for any damages of any McDonald's Indemnified Person that have resulted from such McDonald's Indemnified Person's willful misconduct in connection with any such Services, other services, transactions, actions, or inactions.

        Section 5.03. Indemnification of Chipotle by McDonald's. McDonald's agrees to indemnify and hold harmless Chipotle and its Subsidiaries and their respective directors, officers, agents, and employees (each, a "Chipotle Indemnified Person") from and against any damages, and will reimburse each Chipotle Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing or defending any Action, arising out of the willful misconduct of any McDonald's Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement.

        Section 5.04. Further Indemnification. To the extent that any other Person has agreed to indemnify any McDonald's Indemnified Person or to hold a McDonald's Indemnified Person harmless and such Person provides services to McDonald's or any affiliate of McDonald's relating directly or indirectly to any McDonald's Plan included in the Benefits Services, McDonald's will exercise reasonable efforts to make such agreement applicable to any Chipotle Indemnified Person so that each Chipotle Indemnified Person is held harmless or indemnified to the same extent as any McDonald's Indemnified Person.

ARTICLE VI
TERM AND TERMINATION

        Section 6.01. Term; Expiration. This Agreement shall expire on the date of termination of the last to terminate of the Services, according to their respective terms set forth on the Schedules.

        Section 6.02. Termination Prior to Expiration.

        (a)   McDonald's may terminate any affected Service at any time if (i) Chipotle shall have failed to perform any of its material obligations under this Agreement relating to any such Service, (ii) McDonald's has notified Chipotle in writing of such failure, and (iii) such failure shall have continued for a period of thirty (30) days after Chipotle's receipt of notice of such failure.

        (b)   Chipotle may terminate any affected Service at any time if (i) McDonald's shall have failed to perform any of its material obligations under this Agreement relating to any such Service, (ii) Chipotle has notified McDonald's in writing of such failure, and (iii) such failure shall have continued for a period of thirty (30) days after McDonald's' receipt of notice of such failure.

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