Buffalo Wild Wings 2005 Annual Report Download - page 115

K. Waiver of Punitive Damages. You and your affiliates and us and
our affiliates agree to waive, to the fullest extent permitted by
law, the right to or claim for any punitive or exemplary damages
against the other and agree that in the event of any dispute between
them, each will be limited to the recovery of actual damages
sustained.
L. Relationship of the Parties. You and we are independent
contractors. Neither party is the agent, legal representative,
partner, subsidiary, joint venturer or employee of the other.
Neither party may obligate the other or represent any right to do
so. This Agreement does not reflect or create a fiduciary
relationship or a relationship of special trust or confidence.
Without limiting the generality of the foregoing, we shall have no
liability in connection with or related to the products or services
rendered to you by any third party, even if we required, approved or
consented to the product or service or designated or approved the
supplier.
M. Force Majeure. In the event of any failure of performance of this
Agreement according to its terms by any party due to force majeure
will not be deemed a breach of this Agreement. For purposes of this
Agreement, "force majeure" shall mean acts of God, State or
governmental action, riots, disturbance, war, strikes, lockouts,
slowdowns, prolonged shortage of energy supplies or any raw
material, epidemics, fire, flood, hurricane, typhoon, earthquake,
lightning and explosion or other similar event or condition, not
existing as of the date of signature of this Agreement, not
reasonably foreseeable as of such date and not reasonably within the
control of any party hereto, which prevents in whole or in material
part the performance by one of the parties hereto of its obligations
hereunder.
N. Adaptations and Variances. Complete and detailed uniformity under
many varying conditions may not always be possible, practical, or in
the best interest of the System. Accordingly, we have the right to
vary the Menu Items and other standards, specifications, and
requirements for any franchised restaurant or franchisee based upon
the customs or circumstances of a particular franchise or operating
agreement, site or location, population density, business potential,
trade area population, existing business practice, competitive
circumstance or any other condition that we deem to be of importance
to the operation of such restaurant or store, franchisee's business
or the System. We are not required to grant to you a like or other
variation as a result of any variation from standard menus,
specifications or requirements granted to any other franchisee. You
acknowledge that you are aware that our other franchisees operate
under a number of different forms of agreement that were entered
into at different times and that, consequently, the obligations and
rights of the parties to other agreements may differ materially in
certain instances from your rights and obligations under this
Agreement.
O. Notice of Potential Profit. We and/or our affiliates may from
time to time make available to you or require you to purchase goods,
products and/or services for use in your Restaurant on the sale of
which we and/or our affiliates may make a profit. Further, we and/or
our affiliates may from time to time receive consideration from
suppliers and/or manufacturers in respect to sales of goods,
products or services to you or in consideration of services rendered
or rights licensed to such persons. You agree that we and/or our
affiliates are entitled to said profits and/or consideration.
P. Interference with Employment Relations. During the term of this
Agreement, neither we nor you may employ or seek to employ, directly
or indirectly, any person who is at the time or was at any time
during the prior 6 months employed in any type of managerial
position by the other party or any of its affiliates, or by any
franchisee in the system. In the event that you violate this
provision, we will have the right to terminate this Agreement
without opportunity to cure pursuant to subparagraph 13.B.2. In
addition, any party who violates this provision agrees to pay as
fair and reasonable liquidated damages (but not as a penalty) an
amount equal to 2 times the annual compensation that the person
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