Common use of Entire Agreement; Applicable Law Clause in Contracts

Entire Agreement; Applicable Law. A. This Agreement, the documents referred to herein and the Attachments hereto, constitute the entire, full and complete agreement between Licensor, Developer and Controlling Principals concerning the subject matter hereof and shall supersede all prior related agreements between Licensor, Developer and Controlling Principals. Except for those permitted to be made unilaterally by Licensor hereunder, no amendment, change or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by' their authorized officers or agents in writing. B. Developer and Controlling Principals hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the Licensor's principal place of business is located at the time such proceeding is commenced. Developer and Controlling Principals hereby waive all questions of personal jurisdiction at the time such proceeding is commenced for the purpose of carrying out this provision. Developer and Controlling Principals hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by applicable state or federal law. Developer and Controlling Principals further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which Licensor's principal place of business is located at the time such proceeding is commenced; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurant premises, Licensor may bring such action in any state or federal district court which has jurisdiction. With respect to all claims, controversies, disputes or actions related to this Agreement or the relationship created thereby. This Agreement and any such related claims, controversies, disputes or actions, shall be governed, enforced and interpreted under the law of the State of Tennessee, without regard to its conflicts of law rules. C. Developer, Controlling Principals and Licensor acknowledge that each party's agreement regarding applicable state law and forum set forth in Section XV(B) above provides each of the parties with the mutual benefit of uniform interpretation of this Agreement and any dispute arising out of this Agreement or the parties' relationship created by this Agreement. Each of Developer, Controlling Principals and Licensor further acknowledges the receipt and sufficiency of mutual consideration for such benefit, and that each party's agreement regarding applicable state law and choice of forum has been negotiated in good faith and is part of the benefit of the bargain reflected by this Agreement.

Entire Agreement; Applicable Law. A. This Agreement, the documents referred to herein and the Attachments hereto, constitute the entire, full and complete agreement between Licensor, Developer and the Controlling Principals concerning the subject matter hereof and shall supersede all prior related agreements between Licensor, Developer and the Controlling Principals. Except for those permitted to be made unilaterally by Licensor hereunder, no amendment, change or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by' their authorized officers or agents in writing. B. Developer and the Controlling Principals hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the Licensor's principal place of business is located at the time such proceeding is commenced. Developer and the Controlling Principals hereby waive all questions of personal jurisdiction at the time such proceeding is commenced for the purpose of carrying out this provision. Developer and the Controlling Principals hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by applicable state or federal law. Developer and the Controlling Principals further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which Licensor's principal place of business is located at the time such proceeding is commenced; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurant premises, Licensor may bring such action in any state or federal district court which has jurisdiction. With respect to all claims, controversies, disputes or actions related to this Agreement or the relationship created thereby. This Agreement and any such related claims, controversies, disputes or actions, shall be governed, enforced and interpreted under the law of the State state where Licensor's principal place of Tennesseebusiness is located at the time any claim, controversy, dispute, or action (without regard to its conflicts choice of law rules) arose. C. Developer, the Controlling Principals and Licensor acknowledge that each party's agreement regarding applicable state law and forum set forth in Section XV(B) above provides each of the parties with the mutual benefit of uniform interpretation of this Agreement and any dispute arising out of this Agreement or the parties' relationship created by this Agreement. Each of Developer, the Controlling Principals and Licensor further acknowledges the receipt and sufficiency of mutual consideration for such benefit, and that each party's agreement regarding applicable state law and choice of forum has have been negotiated in good faith and is are part of the benefit of the bargain reflected by this Agreement.

Entire Agreement; Applicable Law. A. This Agreement, the documents referred to herein and the Attachments hereto, constitute the entire, full and complete agreement between Licensor, Developer and Controlling Principals Principal concerning the subject matter hereof and shall supersede all prior related agreements between Licensor, Developer and Controlling PrincipalsPrincipal. Except for those permitted to be made unilaterally by Licensor hereunder, no amendment, change or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by' their authorized officers or agents in writing. B. Developer and Controlling Principals Principal hereby irrevocably submit themselves to the jurisdiction of the state and the federal district courts located in the state, county or judicial district in which the Licensor's principal place of business is located at the time such proceeding is commenced. Developer and Controlling Principals Principal hereby waive all questions of personal jurisdiction at the time such proceeding is commenced for the purpose of carrying out this provision. Developer and Controlling Principals Principal hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement or the relationship created by this Agreement by any means allowed by applicable state or federal law. Developer and Controlling Principals Principal further agree that venue for any proceeding relating to or arising out of this Agreement shall be the county or judicial district in which Licensor's principal place of business is located at the time such proceeding is commenced; provided, however, with respect to any action (1) for monies owed, (2) for injunctive or other extraordinary relief or (3) involving possession or disposition of, or other relief relating to, the Restaurant premises, Licensor may bring such action in any state or federal district court which has jurisdiction. With respect to all claims, controversies, disputes or actions related to this Agreement or the relationship created thereby. This Agreement and any such related claims, controversies, disputes or actions, shall be governed, enforced and interpreted under the law of the State of Tennessee, without regard to its conflicts of law rules. C. Developer, Controlling Principals Principal and Licensor acknowledge that each party's agreement regarding applicable state law and forum set forth in Section XV(B) above provides each of the parties with the mutual benefit of uniform interpretation of this Agreement and any dispute arising out of this Agreement or the parties' relationship created by this Agreement. Each of Developer, Controlling Principals Principal and Licensor further acknowledges the receipt and sufficiency of mutual consideration for such benefit, and that each party's agreement regarding applicable state law and choice of forum has been negotiated in good faith and is part of the benefit of the bargain reflected by this Agreement. D. Developer, Controlling Principal and Licensor acknowledge that the execution of this Agreement and acceptance of the terms by the parties occurred at Licensor's principal place of business, and further acknowledge that the performance of certain obligations of Developer arising under this Agreement, including, but not limited to, the payment of monies due hereunder, shall occur where Licensor's principal place of business is located at the time such obligation is due. E. Without limiting any of the foregoing, Developer and each Controlling Principal acknowledge and agree that Licensor has the right, at any time, to create a dispute resolution program and related specifications, standards, procedures and rules for the implementation thereof to be administered by Licensor or its designees for the benefit of all developers conducting business under the System. The standards, specifications, procedures and rules for such dispute resolution program shall be made part of the Manuals, and Developer and Controlling Principal shall comply with all such standards, specifications, procedures and rules in seeking resolution of any claims, controversies or disputes with or involving Licensor or other developers or operators, if applicable under the program. If Licensor, in its sole discretion, makes such dispute resolution program mandatory, then Developer, Controlling Principal and Licensor hereby agree to submit any claims, controversies or disputes arising out of or relating to this Agreement or the relationship created by this Agreement for resolution in accordance with such dispute resolution program, or if such claim, controversy or dispute relates to another developer or operator, Developer and Controlling Principal agree to participate in the program and submit any such claims, controversies or disputes in accordance with the program's standards, specifications, procedures and rules, prior to seeking resolution of such claim by any other judicial or legally available means. F. Developer and Controlling Principal hereby waive, to the fullest extent permitted by law, any right to or claim of any punitive, exemplary, incidental, indirect, special, consequential or other damages (including, without limitation, loss of profits) against Licensor, its Affiliates, and their respective officers, directors, shareholders, members, partners, agents, representatives, independent contractors, servants and employees, in their corporate and individual capacities, arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise) and agree that in the event of a dispute, Developer and Controlling Principal shall be limited to the recovery of any actual damages sustained by them. If any other term of this Agreement is found or determined to be unconscionable or unenforceable for any reason, the foregoing provisions of waiver by agreement of punitive, exemplary, incidental, indirect, special, consequential or other damages (including, without limitation, loss of profits) shall continue in full force and effect. G. Licensor, Developer and Controlling Principal hereby agree that no form of proceeding permitted hereby will be maintained by any party to enforce any liability or obligation of the other party, whether arising from this Agreement or otherwise, unless brought before the expiration of the later of: (i) one (1) year after the date of discovery of the facts resulting in such liability or obligation; or (ii) two (2) years after the date of the first act or omission giving rise to the alleged liability or obligation, except that where state or federal law mandate or make possible by notice or otherwise a shorter period, such shorter period shall apply. H. Any obligation of Developer or Controlling Principal that contemplates performance of such obligation after termination or expiration of this Agreement or the transfer of any interest of Developer or Controlling Principal therein, shall be deemed to survive such termination, expiration or transfer, including the provisions of this Article XV.