Common use of Developer and Controlling Clause in Contracts

Developer and Controlling. Principals understand that compliance by all developers and operators operating under the System with Licensor's training, development and operational requirements is an essential and material element of the System and that Licensor and developers and operators operating under the System consequently expend substantial time, effort and expense in training management personnel for the development and operation of their respective O'Charley's restaurants. Accordingly, Developer and Controlling Principals agree that if during the term of this Agreement, Developer or any Controlling Principal shall designate or employ any individual who is at the time or was within the preceding three (3) months employed in a restaurant managerial position, a multi-restaurant supervisory position or home office staff position (e.g., officer or director level personnel, management information systems personnel or human resources and training personnel), by Licensor or any of its Affiliates, including, but not limited to, individuals employed by Licensor to work in its O'Charley's restaurants, or at Licensor's home office, or employed in a restaurant managerial position by any other developer or operator operating under the System (a "Covered Individual"), then (a) Developer shall give such former employer written notice of its intent to employ such Covered Individual at least thirty (30) days prior to the date such Covered Individual commences employment with Developer, and (b) such former employer of such Covered Individual shall be entitled to compensation for the reasonable costs and expenses, of whatever nature or kind, incurred by such employer in connection with the training of such Covered Individual. The parties hereto agree that such expenditures may be uncertain and difficult to ascertain and, therefore, agree that the compensation specified herein reasonably represents such expenditures and is not a penalty. The employing Developer or Controlling Principal shall pay to the former employer an amount equal to the salary of such Covered Individual for the six (6) month period prior to the termination of his employment with such former employer (or if the Covered Individual was employed less than six (6) months, that Covered Individual's projected salary had the Covered Individual been employed for the full six (6) months) for any restaurant level managerial personnel. For any Covered Individual employed in a multi-restaurant supervisory or home office staff position, the employing Developer or Controlling Principal shall pay to the former employer an amount equal to the salary of such Covered Individual for the twelve (12) month period immediately prior to the termination of his employment with such former employer (or if the Covered Individual was employed less than twelve (12) months, that Covered Individual's projected salary had the Covered Individual been employed for the full twelve (12) months). Such amount shall be paid by Developer, or the applicable Controlling Principal, as the case may be, within thirty (30) days after written notice, unless otherwise agreed with such former employer. The parties hereto expressly acknowledge and agree that no current or former employee of Licensor, its Affiliates, Developer, or of any other Entity operating under the System shall be a third party beneficiary of this Agreement or any provision hereof. Notwithstanding the above, solely for purposes of bringing an action to collect any payment due under this Section, such former employer shall be a third-party beneficiary of this Section VI(A)(3). Licensor hereby expressly disclaims any representations and warranties regarding the performance of any employee or former employee of Licensor or its Affiliates, or any developer or operator operating under the System, who is designated or employed by Developer or any Controlling Principal in any capacity, and Licensor shall not be liable for any losses, of any nature or kind, incurred by Developer or any Controlling Principal in connection therewith.

Developer and Controlling. Principals Principal understand that compliance by all developers and operators operating under the System with Licensor's training, development and operational requirements is an essential and material element of the System and that Licensor and developers and operators operating under the System consequently expend substantial time, effort and expense in training management personnel for the development and operation of their respective O'Charley's restaurants. Accordingly, Developer and Controlling Principals Principal agree that if during the term of this Agreement, Developer or any Controlling Principal shall designate or employ any individual who is at the time or was within the preceding three (3) months employed in a restaurant managerial position, a multi-restaurant supervisory position or home office staff position (e.g., officer or director level personnel, management information systems personnel or human resources and training personnel), by Licensor or any of its Affiliates, including, but not limited to, individuals employed by Licensor to work in its O'Charley's restaurants, or at Licensor's home office, or employed in a restaurant managerial position by any other developer or operator operating under the System (a "Covered Individual"), then (a) Developer shall give such former employer written notice of its intent to employ such Covered Individual at least thirty (30) days prior to the date such Covered Individual commences employment with Developer, and (b) such former employer of such Covered Individual shall be entitled to compensation for the reasonable costs and expenses, of whatever nature or kind, incurred by such employer in connection with the training of such Covered Individual. The parties hereto agree that such expenditures may be uncertain and difficult to ascertain and, therefore, agree that the compensation specified herein reasonably represents such expenditures and is not a penalty. The employing Developer or Controlling Principal shall pay to the former employer an amount equal to the salary of such Covered Individual for the six (6) month period prior to the termination of his employment with such former employer (or if the Covered Individual was employed less than six (6) months, that Covered Individual's projected salary had the Covered Individual been employed for the full six (6) months) for any restaurant level managerial personnel. For any Covered Individual employed in a multi-restaurant supervisory or home office staff position, the employing Developer or Controlling Principal shall pay to the former employer an amount equal to the salary of such Covered Individual for the twelve (12) month period immediately prior to the termination of his employment with such former employer (or if the Covered Individual was employed less than twelve (12) months, that Covered Individual's projected salary had the Covered Individual been employed for the full twelve (12) months). Such amount shall be paid by Developer, or the applicable Controlling Principal, as the case may be, within thirty (30) days after written notice, unless otherwise agreed with such former employer. The parties hereto expressly acknowledge and agree that no current or former employee of Licensor, its Affiliates, Developer, or of any other Entity operating under the System shall be a third party beneficiary of this Agreement or any provision hereof. Notwithstanding the above, solely for purposes of bringing an action to collect any payment due under this Section, such former employer shall be a third-party beneficiary of this Section VI(A)(3). Licensor hereby expressly disclaims any representations and warranties regarding the performance of any employee or former employee of Licensor or its Affiliates, or any developer or operator operating under the System, who is designated or employed by Developer or any Controlling Principal in any capacity, and Licensor shall not be liable for any losses, of any nature or kind, incurred by Developer or any Controlling Principal in connection therewith.