Subcontractors. McDonald's may hire or engage one or more subcontractors to perform all or any of its obligations
under this Agreement, provided that, subject to Section 5.01, McDonald's will in all cases remain primarily responsible for all obligations undertaken by it in this Agreement with respect to
the scope, quality and nature of the Services provided to Chipotle.
purposes of this Section, "force majeure" means an event beyond the control of either Party, which by its nature
could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, terrorism, sabotage, civil
commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), telecommunications failure and failure of energy sources.
Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure, provided always that such Party shall have exercised all due diligence to minimize to the
greatest extent possible the effect of force majeure on its obligations hereunder.
on becoming aware of force majeure causing a delay in performance or preventing performance of any obligations imposed by this Agreement (and termination of
such delay), the Party affected shall give written notice to the other Party giving details of the same, including particulars of the actual and, if applicable, estimated continuing effects of such
force majeure on the obligations of the Party whose performance is prevented or delayed. If such notice shall have been duly given, and actual delay resulting from such force majeure shall be deemed
not to be a breach of this Agreement, and the period for performance of the obligation to which it relates shall be extended accordingly, provided that if force majeure results in the performance of a
Party being delayed by more than sixty (60) days, the other Party shall have the right to terminate this Agreement with respect to any Service effected by such delay by written notice.
Entire Agreement. This Agreement (including the Schedules) and any other writing signed by the Parties that
specifically references this Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations,
both written and oral, between the Parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the Parties to this Agreement any rights or
Confidential Information. Chipotle and McDonald's covenant and agree to hold in trust and maintain confidential all
Confidential Information relating to the other Party. "Confidential Information" shall mean all information disclosed by either Party to the other in
connection with this Agreement whether orally, visually, in writing or in any other tangible form, and includes, but is not limited to, economic and business data, business plans, and the like, but
shall not include (a) information which becomes generally available other than by release in violation of the provisions of this Section 7.07, (b) information which becomes
available on a nonconfidential basis to a Party from a source other than the other Party provided the Party in question reasonably believes that such source is not or was not bound to hold such
information confidential, (c) information acquired or developed independently by a Party without violating this Section 7.07 or any other confidentiality agreement with the other Party
and (d) information that any Party reasonably believes it is required to disclose by law, provided that it first notifies the other Party of such requirement and allows such Party a reasonable
opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. Without prejudice to the rights and remedies of either Party, a Party disclosing any Confidential
Information to the other Party in accordance with the provisions of this Agreement shall be entitled to equitable relief by way of an injunction if the other Party breaches or threatens to breach any
provision of this Section 7.07. Notwithstanding anything to the contrary set forth in this Agreement,