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ices hereunder in order to validate and verify the
<br />charges assessed in the Billing Statements. Billing
<br />Statements will be presented to Client's Facility
<br />Manager on a timely basis, who will approve them
<br />and process them for payment on behalf of Client.
<br />
<br /> 5. AGREEMENT TERM. Unless sooner terminated
<br />as provided in this section, the initial term of this
<br />Agreement shall be for ten (10) years beginning on
<br />the Effective Date. Thereafter, this Agreement shall
<br />automatically renew for one five year term on the
<br />same terms as set forth herein, unless at least 90 days
<br />prior to the end of the initial term, either party has
<br />provided the other with written notice of its intent not
<br />to renew this Agreement.
<br /> 5.1. Permitted Termination. Notwithstanding
<br />the foregoing, this Agreement may be terminated:
<br /> 5.1.~ At any time after the occurrence °r
<br />continuance of a Payment Default or other Default as
<br />defined herein, and
<br /> $.~.2 At any time after 120 days priOr
<br />written notice of termination from either party hereto
<br />to the other party.
<br /> s.2. Survival of Obligations. Termination of
<br />this Agreement shall not operate to limit, reduce,
<br />cancel, or otherwise modify any Obligations then ac-
<br />crued.
<br /> s.~. Equipment Return. Promptly following
<br />termination of this Agreement, Compass shall return
<br />to Client such Services Equipment, Offices, and
<br />Utilities in good condition, Ordinary Wear and Tear
<br />excepted. Ordinary Wear and Tear shall have the
<br />meaning commonly attributed to such term. Losses or
<br />damage to chinaware, glassware, flatware, trays,
<br />utensils, and other smallwares which may result from
<br />breakage, theft, over-use, or negligent misuse, and
<br />which losses or damages are excessive, shall not be
<br />considered ordinary wear and tear.
<br /> 6. REPRESENTATIONS~ WARRANTIES~ AND
<br />COVENANTS. The following representations, warran-
<br />ties, and covenants are made by the parties at the time
<br />and from the Effective Date hereof and shall survive
<br />the termination of this Agreement.
<br /> a.l. Business Status; etc. The execution, de-
<br />livery, and performance by the parties of this Agree-
<br />ment are within their respective powers, have been
<br />duly authorized by all necessary action, and do not
<br />and will not contravene their respective charters,
<br />agreement of partnership, or by-laws. This Agree-
<br />ment constitutes the valid and legally binding Obli-
<br />gations of the parties, enforceable in accordance with
<br />its terms. The parties' respective chief executive of-
<br />rices, principal places of business, and the places of
<br />record retention are located at the address set forth on
<br />the signature page.
<br /> a.2. Taxes & Assessments. Compass shall pay
<br />when due all federal, state, local, and other govern-
<br />mental taxes or assessments in connection with the
<br />
<br />operation and performance of the Services. Compass
<br />shall pay when due all license and permit fees in
<br />connection with Services. Client shall pay when due
<br />all federal, state, local, and other governmental sales,
<br />use, property taxes or assessments in connection with
<br />the Premises, Services Equipment, Offices, Utilities,
<br />and payment of Client Obligations. Client shall reim-
<br />burse Compass for all license and permit fees paid in
<br />connection with Services. However, notwithstanding
<br />any term or condition of this Agreement, in no event
<br />is Client obligated to pay taxes and/or assessments of
<br />any kind or nature with regard to Compass' income
<br />earned as a result of this Agreement or penalties or
<br />assessments incurred as a result of Compass' failure
<br />to comply with any law, regulation or ordinance with
<br />regard to this Agreement.
<br /> aa. Compliance with Laws. Compass and
<br />Client shall comply with all federal, state, and local
<br />laws applicable to their Obligations. Compass shall
<br />keep in effect all necessary permits, licenses, and
<br />food handlers' cards and will post such permits
<br />and/or any other notices or announcements where
<br />required. Compass will also obtain the appropriate
<br />No/th Carolina and local liquor license in connection
<br />with the provision of alcohol at catered events oper-
<br />ated by Compass hereunder, the cost of which Will be
<br />paid for by Client. In connection with third party
<br />catered events, Client shall, or cause the third party
<br />caterer to, procure any necessary liquor licenses and
<br />related insurance for the provision of alcohol at such
<br />events.
<br /> 6.4. Employees. Compass Employees per-
<br />forming Services or administrative work on Premises
<br />shall be subject to the rules and regulations estab-
<br />lished by Client as reasonable and necessary for its
<br />Premises, Operation Facilities, Service Equipment,
<br />Offices, and Utilities. Neither party shall, d-urfng the
<br />term of this Agreement nor for one year thereafter,
<br />solicit to hire, hire, or contract with either party'S
<br />Employee that holds the position of manager, direc-
<br />tor, or officer. Employee shall collectively mean em-
<br />p!oyees of the party, its parent and affiliated compa-
<br />mes.
<br /> a.s. No Title. Client shall hold title to any
<br />equipment, inventory, or other property furnished or
<br />installed by Compass on the Premises which is fi-
<br />nanced by Compass for the Client subject to the
<br />terms of the Investment Clause in Exhibit A. Title to
<br />any other equipment installed or brought into the
<br />Premises by Compass shall remain in Compass dur-
<br />ing the term hereof and shall be removed by Com-
<br />pass upon termination and/or expiration of this
<br />Agreement.
<br /> 7. INDEMNIFICATION.
<br /> 7a. Mutual Indenmificafion. Each party shall
<br />indemnify, defend, and hold harmless the other from
<br />any and all losses, costs, damages, or expenses (in-
<br />cluding without limitation, reasonable attorneys' fees)
<br />
<br />.- 3
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