Buffalo Wild Wings 2005 Annual Report Download - page 162

1. If intended for us, addressed to General Counsel, Buffalo
Wild Wings International, Inc., 1600 Utica Avenue South, Suite 700,
Minneapolis, Minnesota 55416;
2. If intended for you, addressed to you at ; or,
in either case, to such other address as may have been designated by
notice to the other party. Notices for purposes of this Agreement will
be deemed to have been received if mailed or delivered as provided in
this subparagraph.
E. Any modification, consent, approval, authorization or waiver
granted in this Agreement required to be effective by signature will be
valid only if in writing executed by the Principal Owner or, if on behalf
of us, in writing executed by our President or one of our authorized Vice
Presidents.
F. The following provisions apply to and govern the interpretation
of this Agreement, the parties' rights under this Agreement, and the
relationship between the parties:
1. Applicable Law and Waiver. Subject to our rights under
federal trademark laws, the parties' rights under this Agreement, and
the relationship between the parties, is governed by, and will be
interpreted in accordance with, the laws (statutory and otherwise) of
the state in which your first Restaurant is located. You waive, to the
fullest extent permitted by law, the rights and protections that might
be provided through the laws of any state relating to franchises or
business opportunities, other than those of the state in which your
first Restaurant is located.
2. Our Rights. Whenever this Agreement provides that we have a
certain right, that right is absolute and the parties intend that our
exercise of that right will not be subject to any limitation or
review. We have the right to operate, administrate, develop, and
change the System in any manner that is not specifically precluded by
the provisions of this Agreement, although this right does not modify
the express limitations set forth in this Agreement.
3. Our Reasonable Business Judgment. Whenever we reserve
discretion in a particular area or where we agree to exercise our
rights reasonably or in good faith, we will satisfy our obligations
whenever we exercise Reasonable Business Judgment in making our
decision or exercising our rights. Our decisions or actions will be
deemed to be the result of Reasonable Business Judgment, even if other
reasonable or even arguably preferable alternatives are available, if
our decision or action is intended, in whole or significant part, to
promote or benefit the System generally even if the decision or action
also promotes our financial or other individual interest. Examples of
items that will promote or benefit the System include, without
limitation, enhancing the value of the Trademarks, improving customer
service and satisfaction, improving product quality, improving
uniformity, enhancing or encouraging modernization and improving the
competitive position of the System.
G. Any cause of action, claim, suit or demand allegedly arising from
or related to the terms of this Agreement or the relationship of the
parties that is not subject to arbitration under Section 10.M must be
brought in the Federal District Court for the District of Minnesota or in
Hennepin County District Court, Fourth Judicial District, Minneapolis,
Minnesota. Both parties irrevocably submit themselves to, and consent to,
the jurisdiction of said courts. The provisions of this Section will
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