Buffalo Wild Wings 2005 Annual Report Download - page 163

survive the termination of this Agreement. You are aware of the business
purposes and needs underlying the language of this subparagraph, and with a
complete understanding, agree to be bound in the manner set forth.
H. All parties hereby waive any and all rights to a trial by jury in
connection with the enforcement or interpretation by judicial process of
any provision of this Agreement, and in connection with allegations of
state or federal statutory violations, fraud, misrepresentation or similar
causes of action or any legal action initiated for the recovery of damages
for breach of this Agreement.
I. You 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.
J. If you are a corporation, partnership, limited liability company
or partnership or other legal entity, all of your Principal Owners must
execute the form of undertaking and guarantee at the end of this Agreement.
Any person or entity that at any time after the date of this Agreement
becomes a Principal Owner must execute the form of undertaking and
guarantee at the end of this Agreement.
K. 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.
L. 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.
M. Except as qualified below, any dispute between you and us or any
of our or your affiliates arising under, out of, in connection with or in
relation to this Agreement, the parties' relationship, or the business must
be submitted to binding arbitration under the authority of the Federal
Arbitration Act and must be arbitrated in accordance with the then−current
rules and procedures and under the auspices of the American Arbitration
Association. The arbitration must take place in Minneapolis, Minnesota, or
at such other place as may be mutually agreeable to the parties. Any
arbitration must be resolved on an individual basis and not joined as part
of a class action or the claims of other parties. The arbitrators must
follow the law and not disregard the terms of this Agreement. The decision
of the arbitrators will be final and binding on all parties to the dispute;
however, the arbitrators may not under any circumstances: (i) stay the
effectiveness of any pending termination of this Agreement; (ii) assess
punitive or exemplary damages; or (iii) make any award which extends,
modifies or suspends any lawful term of this Agreement or any reasonable
standard of business performance that we set.
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