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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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        (c)   McDonald's may terminate any affected Service effective immediately upon written notice to Chipotle if the performance of such Service would require McDonald's to violate any applicable laws, rules or regulations or would result in the breach of any applicable contract.

        Section 6.03. Effect of Termination.

        (a)   Other than as required by law, upon termination or expiration of any Service pursuant to Section 6.01 or Section 6.02, McDonald's will have no further obligation to provide the terminated or expired Service (or any Service, in the case of termination of this Agreement) and Chipotle will have no obligation to pay any fees relating to such Services; provided, however, that notwithstanding such termination or expiration, (i) Chipotle shall remain liable to McDonald's for fees owed and payable in respect of Services provided prior to the effective date of the termination or expiration; (ii) with respect to Benefits Services, McDonald's shall continue to charge Chipotle for administrative and program costs relating to McDonald's Plans if such costs are paid after but incurred prior to the termination or expiration of any Benefits Service, and Chipotle shall be obligated to pay such expenses in accordance with the terms of this Agreement; and (iii) the provisions of Articles IV, V, VI and VII shall survive any such termination or expiration.

        (b)   Following termination or expiration of this Agreement with respect to any Service, McDonald's and Chipotle agree to cooperate, at Chipotle's expense, in providing for an orderly transition of such Service to Chipotle or to a successor service provider.

ARTICLE VII
MISCELLANEOUS

        Section 7.01. Prior Agreements. In the event there is any conflict between the provisions of this Agreement and provisions of prior written or oral agreements between McDonald's or its Subsidiaries and Chipotle or its Subsidiaries, the provisions of this Agreement shall govern and such provisions in the prior agreements are deemed to be amended so as to conform with this Agreement.

        Section 7.02. Future Litigation and Other Proceedings. In the event that Chipotle (or any of its officers or directors) or McDonald's (or any of its officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its officers and directors) that has not initiated and is not subject to such litigation or other proceedings shall comply, at the other Party's expense, with any reasonable requests by the other Party for assistance in connection with such litigation or other proceedings (including by way of provision of information and making available of employees as witnesses). In the event that Chipotle (or any of its officers or directors) and McDonald's (or any of its officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at its own expense, coordinate its strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to its interests and shall comply, at the expense of the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as witnesses).

        Section 7.03. No Agency. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties or, except to the extent provided in Section 4.01, constitute or be deemed to constitute any Party as the agent or employee of the other Party for any purpose whatsoever and neither Party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose.

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