Buffalo Wild Wings 2005 Annual Report Download - page 159

10.N; (xi) you fail to comply with any other provision of this Agreement
and do not correct the failure within 30 days after written notice of that
failure is delivered to you, or (xii) we have delivered to you a notice of
termination of a Franchise Agreement in accordance with its terms and
conditions.
RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR EXPIRATION
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8. Upon termination or expiration of this Agreement, all rights granted
to you will automatically terminate, and:
A. All remaining rights granted to you to develop Restaurants under
this Agreement will automatically be revoked and will be null and void. You
will not be entitled to any refund of any fees. You will have no right to
develop or operate any business for which a Franchise Agreement has not
been executed by us. We will be entitled to develop and operate, or to
franchise others to develop and operate, BUFFALO WILD WINGS restaurants in
the Development Territory, except as may be otherwise provided under any
Franchise Agreement that has been executed between us and you and that has
not been terminated.
B. You must immediately cease to operate your business under this
Agreement and must not thereafter, directly or indirectly, represent to the
public or hold yourself out as a present or former developer of ours.
C. You must take such action as may be necessary to cancel or assign
to us or our designee, at our option, any assumed name or equivalent
registration that contains the name or any of the words BUFFALO, WILD or
WINGS or any other Trademark of ours, and you must furnish us with evidence
satisfactory to us of compliance with this obligation within 30 days after
termination or expiration of this Agreement.
D. You must assign to us or our designee all your right, title, and
interest in and to your telephone numbers and must notify the telephone
company and all listing agencies of the termination or expiration of your
right to use any telephone number in any regular, classified or other
telephone directory listing associated with the Trademarks and to authorize
transfer of same at our direction.
E. You must within 30 days of the termination or expiration pay all
sums owing to us and our affiliates, including the balance of the Initial
Franchise Fees that we would have received had you developed all of the
Restaurants set forth in the Development Schedule. In addition to the
Initial Franchise Fees for undeveloped Restaurants, you agree to pay as
fair and reasonable liquidated damages (but not as a penalty) an amount
equal to $50,000 for each undeveloped Restaurant. You agree that this
amount is for lost revenues from Royalty Fees and other amounts payable to
us, including the fact that you were holding the development rights for
those Restaurants and precluding the development of certain Restaurants in
the Development Territory, and that it would be difficult to calculate with
certainty the amount of damage we will incur. Notwithstanding your
agreement, if a court determines that this liquidated damages payment is
unenforceable, then we may pursue all other available remedies, including
consequential damages.
All unpaid amounts will bear interest at the rate of 18% per annum or
the maximum contract rate of interest permitted by governing law, whichever
is less, from and after the date of accrual. In the event of termination
for any default by you, the sums due will include all damages, costs, and
expenses, including reasonable attorneys' fees and expenses, incurred by us
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