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Exhibit 10.5    
    


 
 

SERVICES AGREEMENT    
    


        THIS SERVICES AGREEMENT (this "Agreement") is entered into as of
January 31, 2006 by and between Chipotle Mexican Grill, Inc., a Delaware corporation ("Chipotle"), and McDonald's Corporation, a Delaware
corporation ("McDonald's"). 


 
 

RECITALS    
    


        WHEREAS, Chipotle will be issuing shares of Class A Common Stock, $0.01 par value per share
("Class A Common Stock"), to the public in an offering registered under the Securities Act of 1933, as amended
(the "Initial Public Offering"); 


        WHEREAS, upon consummation of the Initial Public Offering, McDonald's will own, indirectly through its wholly-owned subsidiary McDonald's
Ventures, LLC, at least 65% of the outstanding shares of Common Stock (as defined below), which ownership will provide McDonald's with, in most circumstances, at least 87% of the
combined voting power of the outstanding Common Stock; 


        WHEREAS, McDonald's has heretofore directly or indirectly provided certain services to Chipotle, including (a) accounting and
financial transaction processing and reporting services, as described in more detail on Schedule I attached to this Agreement (the "Accounting
Services"), (b) making certain insurance coverage programs available to Chipotle, as described in more detail on Schedule II attached to this Agreement
(the "Insurance Services"), and (c) making certain McDonald's employee benefit plans available to employees of Chipotle, as described in
more detail on Schedule III attached to this Agreement (the "Benefits Services", and together with the Accounting Services and the
Insurance Services, collectively, the "Services"); 


        WHEREAS, on the terms and subject to the conditions set forth herein, Chipotle desires to retain McDonald's as an independent contractor
to provide, directly or indirectly, the Services to Chipotle after the Closing Date (as defined below); and 



        WHEREAS, on the terms and subject to the conditions set forth herein, McDonald's desires to provide, directly or indirectly, such Services
to Chipotle. 


 
 

AGREEMENTS    
    


        NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are acknowledged by this Agreement, McDonald's and Chipotle, for themselves, their successors and assigns, agree as follows: 


 
 

ARTICLE I
  
    DEFINITIONS    
    


        As used in this Agreement, the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described: 


        "Accounting Services" has the meaning ascribed thereto in the recitals to this Agreement. 


        "Action" has the meaning ascribed thereto in Section 5.02. 



        "Agreement" has the meaning ascribed thereto in the preamble to this Agreement, as such agreement may be amended and supplemented from
time to time in accordance with its terms. 







 

        "Benefits Services" has the meaning ascribed thereto in the recitals to this Agreement. 


        "Chipotle" has the meaning ascribed thereto in the preamble to this Agreement. 


        "Chipotle Indemnified Person" has the meaning ascribed thereto in Section 5.03. 


        "Class A Common Stock" has the meaning ascribed thereto in the recitals to this Agreement. 


        "Closing Date" means the date of the closing of the initial sale of Class A Common Stock in the Initial Public Offering. 



        "Common Stock" means the Class A Common Stock, the Class B Common Stock, $0.01 par value per share, of Chipotle, and any
other class of Chipotle capital stock representing the right to vote for the election of directors. 


        "Confidential Information" has the meaning ascribed thereto in Section 7.07. 


        "Initial Public Offering" has the meaning ascribed thereto in the recitals to this Agreement. 



        "Insurance Services" has the meaning ascribed thereto in the recitals to this Agreement. 


        "McDonald's" has the meaning ascribed thereto in the preamble to this Agreement. 


        "McDonald's Indemnified Person" has the meaning ascribed thereto in Section 5.01. 


        "McDonald's Plans" means those certain employee benefit plans of McDonald's that are being made available to certain employees of Chipotle
as part of the Benefits Services, all as described in more detail on Schedule III. 


        "Ownership Reduction Date" means the date on which McDonald's ceases to own, directly or indirectly, shares of Common Stock representing
more than eighty percent (80%) of the combined voting power of the outstanding Common Stock. 


        "Parties" means both Chipotle and McDonald's, and "Party" means one of them as the context
indicates. 


        "Payment Date" has the meaning ascribed thereto in Section 3.02. 


        "Person" means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization,
government (and any department or agency thereof) or other entity. 


        "Schedule I" means the first schedule attached to this Agreement which lists the Accounting Services to be provided by McDonald's
to Chipotle and sets forth the related billing methodology and term. 


        "Schedule II" means the second schedule attached to this Agreement which lists the Insurance Services to be provided by McDonald's
to Chipotle and sets forth the related billing methodology and term. 


        "Schedule III" means the third schedule attached to this Agreement which lists the Benefits Services to be provided by McDonald's
to Chipotle and sets forth the related billing methodology and term. 


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        "Schedules" has the meaning ascribed thereto in Section 3.01. 


        "Service Costs" has the meaning ascribed thereto in Section 3.01. 


        "Services" has the meaning ascribed thereto in the recitals to this Agreement. 



        "Subsidiary" means, with respect to any Person, any corporation, association, partnership, joint venture or other business entity of which
more than 50% of the voting capital stock or other voting ownership interests is owned or controlled directly or indirectly by such Person or by one or more of the Subsidiaries of such Person or by a
combination thereof. 


 
 

ARTICLE II
  
    PURCHASE AND SALE OF SERVICES; NO WARRANTY    
    


        Section 2.01.    Purchase and Sale of Services. 



        (a)    Subject
to the terms and conditions of this Agreement and in consideration of the Service Costs described below, McDonald's agrees to provide to Chipotle, or procure the
provision to Chipotle of, and Chipotle agrees to purchase from McDonald's, the Services. Unless otherwise specifically agreed by McDonald's and Chipotle, the Services to be provided or procured by
McDonald's hereunder shall be substantially similar in scope, quality, and nature to those provided to, or procured on behalf of, Chipotle prior to the Closing Date. 


        (b)    The
Parties understand that (i) the Services McDonald's shall provide to Chipotle under this Agreement will, at Chipotle's request, be provided to Subsidiaries of
Chipotle and (ii) McDonald's may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect to
Services provided to, or procured on behalf of, any Subsidiary of Chipotle, Chipotle agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services. 


        Section 2.02.    Additional
Services.    In addition to the Services to be provided or procured by McDonald's pursuant to
Section 2.01, to the extent that McDonald's and Chipotle mutually agree in their respective sole discretion, McDonald's may provide additional services (including services not provided
by McDonald's to Chipotle prior to the Closing Date) to Chipotle. The scope of any such services, as well as the term, costs, and other terms and conditions applicable to such services, shall be as
mutually agreed by McDonald's and Chipotle in their respective sole discretion. 


        Section 2.03    NO
WARRANTY.    Chipotle acknowledges that (a) McDonald's does not regularly provide the Services, or any
related services, to third parties as part of its business and (b) that McDonald's does not warrant or assume responsibility for its provision of the Services. THERE ARE NO WARRANTIES RELATING
TO THE SERVICES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 


 
 

ARTICLE III
  
    SERVICE COSTS; OTHER CHARGES    
    


        Section 3.01.    Service Costs Generally.    Schedule I, Schedule II, and
Schedule III attached to this Agreement (as may be amended from time to time by mutual agreement of the Parties in writing, collectively, the
"Schedules") indicate, with respect to each Service listed therein, the method of calculating the amount Chipotle shall pay to McDonald's for such
Services (collectively, the "Service Costs"). Chipotle agrees to pay to McDonald's the Service Costs applicable to each of the Services in the manner
set forth in Section 3.02. 


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        Section 3.02.    Invoicing
and Settlement of Costs. 


        (a)    Unless
alternative arrangements for a particular Service are set forth on the applicable Schedule, McDonald's will invoice or otherwise notify Chipotle of the Service
Costs on a monthly basis, either directly or through McDonald's intracompany billing system, in a manner substantially consistent with the billing practices used in connection with services provided
to Chipotle prior to the Closing Date. In connection with the invoicing described in this Section 3.02(a), McDonald's will provide to Chipotle the same billing data and level of detail
as it customarily provided to Chipotle prior to the Closing Date. 


        (b)    Chipotle
agrees to pay, without setoff, all of the Service Costs on or before ten (10) business days after the date on which McDonald's invoices or otherwise
notifies Chipotle of the Service Costs (each invoice date or notification date, a "Payment Date"). At McDonald's option, and upon reasonable notice to
Chipotle, Chipotle shall make such payments through McDonald's intracompany billing system, cash management systems, or by wire transfer of immediately available funds payable to the order of
McDonald's. If Chipotle fails to pay any monthly payment within ten (10) business days of the relevant Payment Date, Chipotle shall be obligated to pay, in addition to the amount due on such
Payment Date, interest on such amount at the prime rate announced by JP Morgan Chase (as of the applicable Payment Date) plus two percent (2%) per annum, compounded monthly from the
relevant Payment Date through the date of payment. 


        Notwithstanding
the foregoing, if Chipotle has reasonable basis to believe an invoice is incorrect, Chipotle shall notify McDonald's of the basis for its belief and the Parties shall
reasonably cooperate to resolve such matter. Provided Chipotle has timely paid all amounts not in dispute, in such event, interest shall not accrue on any amount in dispute and no default shall be
alleged until the earlier of
(x) thirty (30) days from the Payment Date and (y) three (3) business days following resolution of such matter. 


 
 

ARTICLE IV
  
    CHIPOTLE DELEGATION; TRADEMARKS AND SERVICE MARKS    
    


        Section 4.01.    Delegation.    Chipotle delegates to McDonald's final, binding, and exclusive authority,
responsibility, and discretion to interpret and construe the provisions of McDonald's Plans. McDonald's may further delegate such authority to third-party plan administrators. 


        Section 4.02.    Trademarks
and Service Marks.    Chipotle agrees to permit McDonald's and its Subsidiaries to use the trademarks
and service marks owned by Chipotle or any of its Subsidiaries at no cost to McDonald's or its Subsidiaries for use in McDonald's annual report to shareholders, documentation relating to any of the
Services, and for any other similar purposes, so long as Chipotle reviews and consents to such particular uses, said consent not to be unreasonably withheld, delayed or conditioned. 


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ARTICLE V
  
    LIMITATION OF LIABILITY; INDEMNIFICATION    
    


        Section 5.01.    Limitation of Liability. 


        (a)    Chipotle
agrees that none of McDonald's and its Subsidiaries and their respective directors, officers, agents, and employees (each, a "McDonald's
Indemnified Person") shall have any liability, whether direct or indirect, in contract or tort or otherwise, to Chipotle or any of its Subsidiaries for or in connection with
the Services rendered or to be rendered by any McDonald's Indemnified Person pursuant to this Agreement or any other services rendered by any McDonald's Indemnified Person, the transactions
contemplated by this Agreement, or any McDonald's Indemnified Person's actions or inactions in connection with any such Services, any such other services, or any such transactions, except for damages
which have resulted from such McDonald's Indemnified Person's willful misconduct in connection with any such Services, other services, transactions, actions or inactions. 



        (b)    NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AT LAW OR IN EQUITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES FOR PUNITIVE,
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER LOSS) HOWEVER
CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER THIS AGREEMENT OR REGARDING THE PROVISION OF OR THE FAILURE TO PROVIDE THE SERVICES OR ANY OTHER SERVICES. THE
FOREGOING LIMITATION WILL NOT LIMIT EITHER PARTY'S OBLIGATIONS WITH RESPECT TO PAYMENT OF DAMAGES OF ANY KIND INCLUDED IN AN AWARD OR SETTLEMENT OF A THIRD PARTY CLAIM UNDER ANY INDEMNITY PROVISIONS
SPECIFIED HEREIN. McDONALD'S SHALL HAVE NO LIABILITY OF ANY KIND OR NATURE WHATSOEVER FOR CEASING TO PROVIDE ANY OF THE SERVICES UPON TERMINATION PURSUANT TO THIS AGREEMENT. 


        Section 5.02.    Indemnification
of McDonald's by Chipotle.    Chipotle agrees to indemnify and hold harmless each McDonald's
Indemnified Person from and against any damages, and to reimburse each McDonald's Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing, or
defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation (each an "Action") and
whether or not any McDonald's Indemnified Person is a party, arising out of or in connection with Services rendered or to be rendered by any McDonald's Indemnified Person pursuant to this Agreement or
any other services rendered by any McDonald's Indemnified Person, the transactions contemplated by this Agreement, or any McDonald's Indemnified Person's actions or inactions in connection with any
such Services, any such other services, or any such transactions; provided that no Chipotle Indemnified Person will be responsible for any damages of any McDonald's Indemnified Person that have
resulted from such McDonald's Indemnified Person's willful misconduct in connection with any such Services, other services, transactions, actions, or inactions. 



        Section 5.03.    Indemnification
of Chipotle by McDonald's.    McDonald's agrees to indemnify and hold harmless Chipotle and its
Subsidiaries and their respective directors, officers, agents, and employees (each, a "Chipotle Indemnified Person") from and against any damages, and
will reimburse each Chipotle Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing or defending any Action, arising out of the willful misconduct of
any McDonald's Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement. 


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        Section 5.04.    Further
Indemnification.    To the extent that any other Person has agreed to indemnify any McDonald's
Indemnified Person or to hold a McDonald's Indemnified Person harmless and such Person provides services to McDonald's or any affiliate of McDonald's relating directly or indirectly to any McDonald's
Plan included in the Benefits Services, McDonald's will exercise reasonable efforts to
make such agreement applicable to any Chipotle Indemnified Person so that each Chipotle Indemnified Person is held harmless or indemnified to the same extent as any McDonald's Indemnified Person. 


 
 

ARTICLE VI
  
    TERM AND TERMINATION    
    


        Section 6.01.    Term; Expiration.    This Agreement shall expire on the date of termination of the last
to terminate of the Services, according to their respective terms set forth on the Schedules. 


        Section 6.02.    Termination
Prior to Expiration. 


        (a)    McDonald's
may terminate any affected Service at any time if (i) Chipotle shall have failed to perform any of its material obligations under this Agreement
relating to any such Service, (ii) McDonald's has notified Chipotle in writing of such failure, and (iii) such failure shall have continued for a period of thirty (30) days after
Chipotle's receipt of notice of such failure. 


        (b)    Chipotle
may terminate any affected Service at any time if (i) McDonald's shall have failed to perform any of its material obligations under this Agreement
relating to any such Service, (ii) Chipotle has notified McDonald's in writing of such failure, and (iii) such failure shall have continued for a period of thirty (30) days after
McDonald's' receipt of notice of such failure. 


        (c)    McDonald's
may terminate any affected Service effective immediately upon written notice to Chipotle if the performance of such Service would require McDonald's to
violate any applicable laws, rules or regulations or would result in the breach of any applicable contract. 


        Section 6.03.    Effect
of Termination. 


        (a)    Other
than as required by law, upon termination or expiration of any Service pursuant to Section 6.01 or Section 6.02, McDonald's will have no further
obligation to provide the terminated or expired Service (or any Service, in the case of termination of this Agreement) and Chipotle will have no obligation to pay any fees relating to such
Services; provided, however, that notwithstanding such termination or expiration, (i) Chipotle shall remain liable to McDonald's for fees owed and payable in respect of Services provided prior
to the effective date of the termination or expiration; (ii) with respect to Benefits Services, McDonald's shall continue to charge Chipotle for administrative and program costs relating to
McDonald's Plans if such costs are paid after but incurred prior to the termination or expiration of any Benefits Service, and Chipotle shall be obligated to pay such expenses in accordance
with the terms of this Agreement; and (iii) the provisions of Articles IV, V, VI and VII shall survive any such termination or expiration. 


        (b)    Following
termination or expiration of this Agreement with respect to any Service, McDonald's and Chipotle agree to cooperate, at Chipotle's expense, in providing for an
orderly transition of such Service to Chipotle or to a successor service provider. 


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ARTICLE VII
  
    MISCELLANEOUS    
    


        Section 7.01.    Prior Agreements.    In the event there is any conflict between the provisions of
this Agreement and provisions of prior written or oral agreements between McDonald's or its Subsidiaries and Chipotle or its Subsidiaries, the provisions of this Agreement shall govern and such
provisions in the prior agreements are deemed to be amended so as to conform with this Agreement. 


        Section 7.02.    Future
Litigation and Other Proceedings.    In the event that Chipotle (or any of its officers or
directors) or McDonald's (or any of its officers or directors) at any time after the date hereof initiates or becomes subject to any litigation or other proceedings before any governmental
authority or arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), the Party (and its officers and directors) that has not
initiated and is not subject to such litigation or other proceedings shall comply, at the other Party's expense, with any reasonable requests by the other Party for assistance in connection with such
litigation or other proceedings (including by way of provision of information and making available of employees as witnesses). In the event that Chipotle (or any of its officers or directors)
and McDonald's (or any of its officers or directors) at any time after the date hereof initiate or become subject to any litigation or other proceedings before any governmental authority or
arbitration panel with respect to which the Parties have no prior agreements (as to indemnification or otherwise), each Party (and its officers and directors) shall, at its own expense,
coordinate its strategies and actions with respect to such litigation or other proceedings to the extent such coordination would not be detrimental to its interests and shall comply, at the expense of
the requesting Party, with any reasonable requests of the other Party for assistance in connection therewith (including by way of provision of information and making available of employees as
witnesses). 


        Section 7.03.    No
Agency.    Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint
venture between the Parties or, except to the extent provided in Section 4.01, constitute or be deemed to constitute any Party as the agent or employee of the other Party for any purpose
whatsoever and neither Party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. 



        Section 7.04.    Subcontractors.
McDonald's may hire or engage one or more subcontractors to perform all or any of its obligations under
this Agreement, provided that, subject to Section 5.01, McDonald's will in all cases remain primarily responsible for all obligations undertaken by it in this Agreement with respect to the
scope, quality and nature of the Services provided to Chipotle. 


        Section 7.05.    Force
Majeure. 


        (a)    For
purposes of this Section, "force majeure" means an event beyond the control of either Party, which by its nature
could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, terrorism, sabotage, civil
commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), telecommunications failure and failure of energy sources. 


        (b)    Neither
Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure, provided always that such Party shall have exercised all due diligence to minimize to the
greatest extent possible the effect of force majeure on its obligations hereunder. 


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        (c)    Promptly
on becoming aware of force majeure causing a delay in performance or preventing performance of any obligations imposed by this Agreement (and termination
of such delay), the Party affected shall give written notice to the other Party giving details of the same, including particulars of the actual and, if applicable, estimated continuing effects of such
force majeure on the obligations of the Party whose performance is prevented or delayed. If such notice shall have been duly given, and actual delay resulting from such force majeure shall be deemed
not to be a breach of this Agreement, and the period for performance of the obligation to which it relates shall be extended accordingly, provided that if force majeure results in the performance of a
Party being delayed by more than sixty (60) days, the other Party shall have the right to terminate this Agreement with respect to any Service effected by such delay by written notice. 


        Section 7.06.    Entire
Agreement.    This Agreement (including the Schedules) and any other writing signed by the Parties that
specifically references this Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations,
both written and oral, between the Parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the Parties to this Agreement any rights or
remedies hereunder. 


        Section 7.07.    Confidential
Information.    Chipotle and McDonald's covenant and agree to hold in trust and maintain
confidential all Confidential Information relating to the other Party. "Confidential Information" shall mean all information disclosed by either Party
to the other in connection with this Agreement whether orally, visually, in writing or in any other tangible form, and includes, but is not limited to, economic and business data, business plans, and
the like, but shall not include
(a) information which becomes generally available other than by release in violation of the provisions of this Section 7.07, (b) information which becomes available on a
nonconfidential basis to a Party from a source other than the other Party provided the Party in question reasonably believes that such source is not or was not bound to hold such information
confidential, (c) information acquired or developed independently by a Party without violating this Section 7.07 or any other confidentiality agreement with the other Party and
(d) information that any Party reasonably believes it is required to disclose by law, provided that it first notifies the other Party of such requirement and allows such Party a reasonable
opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. Without prejudice to the rights and remedies of either Party, a Party disclosing any Confidential
Information to the other Party in accordance with the provisions of this Agreement shall be entitled to equitable relief by way of an injunction if the other Party breaches or threatens to breach any
provision of this Section 7.07. Notwithstanding anything to the contrary set forth in this Agreement, McDonald's may disclose any Confidential Information that McDonald's reasonably believes is
necessary or appropriate to be disclosed in the course of performing the Services, provided, however, McDonald's shall instruct all such Persons to whom it discloses any Confidential Information to
hold in trust and maintain confidential all such Confidential Information. 


        Section 7.08.    Notices.    Any
notice, instruction, direction or demand under the terms of this Agreement will be duly given
upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses: 



	(a)
	If
to Chipotle, to: 





Chipotle
Mexican Grill, Inc.

1543 Wazee Street, Suite 200

Denver, CO 80202

Attn: General Counsel

Fax: 303-390-5638 




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with
a copy to: 


Bryant
S. Messner, Esq.

Messner & Reeves, LLC

1430 Wynkoop Street, Suite 400

Denver, CO 80202 



	(b)
	If
to McDonald's, to: 




McDonald's
Corporation

2915 Jorie Blvd.

Oak Brook, IL 60523

Attn: General Counsel

Fax: 630-623-3512 





or
to such other addresses or telecopy numbers as may be specified by like notice to the other Party. 


        Section 7.9.    Governing
Law.    This Agreement shall be construed in accordance with and governed by the substantive internal
laws of the State of Illinois. 


        Section 7.10.    Severability.    If
any provision of this Agreement shall be invalid or unenforceable, such invalidity or
unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and
obligations of each Party shall be construed and enforced accordingly. 


        Section 7.11.    Amendment.    This
Agreement may only be amended by a written agreement executed by both Parties. 


        Section 7.12.    Counterparts.    This
Agreement may be executed in separate counterparts, each of which shall be deemed an
original and all of which, when taken together, shall constitute one agreement. 


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        IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives. 



	 
	 	 
	 	 

	 	 	CHIPOTLE MEXICAN GRILL, INC.
	

 	
 	

By:	
 	

/s/  STEVE ELLS      

	

 	
 	

Name:	
 	

Steve Ells

	

 	
 	

Title:	
 	

Chairman and CEO

	

 	
 	
MCDONALD'S CORPORATION
	

 	
 	

By:	
 	

/s/  MARY HEALY      

	

 	
 	

Name:	
 	

Mary Healy

	

 	
 	

Title:	
 	

Vice President Corporate Finance





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Services Agreement—Schedule I
  Accounting Services  
    


Services: 


        Chart A below details the Accounting Services and related service levels (subject to Chipotle system obligations, as discussed below). The
Accounting Services are anticipated to be provided by the McDonald's personnel located at the McDonald's accounting center in Columbus, Ohio. 


        Chipotle
shall remain responsible for all accounting policy decisions. McDonald's will be responsible for incorporating accounting policies into the functions performed for Chipotle.
McDonald's will provide input on proposed accounting policy changes. McDonald's will escalate to appropriate Chipotle management any exceptions to accounting policies. 


        Notwithstanding
anything to the contrary in the Agreement or this Schedule I, all losses, costs and expenses relating to any accounting or processing errors in the delivery of the
Accounting Services by McDonald's shall be borne by Chipotle. 


Billing Methodology: 


        McDonald's
will charge Chipotle a "fully-loaded all-in" charge for delivery of the Accounting Services. This "fully-loaded all-in" charge is intended to reimburse
McDonald's for all costs incurred by McDonald's in the delivery of the Accounting Services, including, without limitation, related McDonald's employee costs (salary and benefits), office and occupancy
costs, travel costs, computer and related technology equipment costs, and non-cash charges (such as depreciation). This "fully-loaded all-in" charge is not intended to provide
a profit to McDonald's. In the event that McDonald's ceases to own, directly or indirectly, shares of Common Stock representing more than fifty percent (50%) of the combined voting power of the
outstanding Common Stock (and Chipotle continues to receive the Accounting Services from McDonald's under the terms of this Agreement), the amount that would otherwise be charged by McDonald's
to Chipotle for delivery of the Accounting Services shall be increased by ten percent (10%), which amount is intended to provide a profit margin to McDonald's for the delivery of the Accounting
Services. 


        For
calendar year 2006, the charge for Accounting Services shall be billed to Chipotle on a per store basis at a charge of $4920.00 per year (or $410 per month) per store
(the "Per Store Fee"). For each calendar year after 2006, the Per Store Fee shall be calculated by dividing the projected "fully-loaded
all-in" costs of delivering the Accounting Services for such calendar year (the "Projected Costs") by the projected average number of
Chipotle stores for such calendar year (the "Projected Stores"), which amount can be divided again by twelve (12) to obtain the per month
per store amount. In consultation with Chipotle, McDonald's shall calculate the Projected Costs and Projected Stores in good faith exercising McDonald's' reasonable judgment. McDonald's and Chipotle
agree to cooperate in business and efficiency initiatives to improve service and reduce costs. 


Term; Termination of Accounting Services: 


        Unless
terminated earlier pursuant to Section 6.02 of the Agreement or as set forth below, the Accounting Services shall have an initial term expiring on December 31, 2007,
and will be renewed automatically thereafter for successive two (2) year terms unless either Chipotle or McDonald's elects not to renew the Accounting Services upon not less than fifteen
(15) months' written notice prior to any such renewal. 


        Notwithstanding
anything to the contrary set forth herein, either Party may terminate the Accounting Services at any time on fifteen (15) months' prior written notice to the other
Party. 


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Other Terms and Conditions Relating to Accounting Services 



	Accounting Data and Documents	 	* All accounting transactional data is owned by Chipotle.

* All paper accounting documents are owned by Chipotle. McDonald's will produce any stored documents upon request within 30 days.

* Chipotle agrees to respond to System issues that impact McDonald's service levels with 24 hours.	 	McDonald's processes on the Chipotle ERP System (Oracle), connecting remotely. The System is administrated by Chipotle. Chipotle employs a 3rd party for hosting, and is responsible in
entirety for managing the relationship. All accounting transactional data is maintained by Chipotle.



Certain paper accounting documents are filed in Columbus or moved to off-site storage in Columbus (McDonald's maintains storage log).
	Rights to any Shared Tools / Technology: *Electronic Invoicing *Workflow *Accounting Tools	 	Electronic Invoicing / Workflow

*Upon termination of delivery of the Accounting Services by McDonald's, Chipotle will be permitted to copy Sterling configuration information if they choose to buy Sterling software.








 Accounting Tools

* Upon termination of delivery of the Accounting Services by McDonald's, Chipotle will be permitted to copy these specific tools.

* Future accounting tool development by McDonald's will be fee basis (fully loaded cost) and subject to the same agreements as the existing tools.	 	Electronic Invoicing (EDI)—One translation software (Sterling GIS) and architecture (hardware and hosting) are used for McOpCo, Chipotle, and CanOpCo restaurant accounts payable invoices.
All entities bear in the related total cost of ownership in relation to usage.

Two times daily, transactional data is sent from the translator to Chipotle's ERP System (Oracle A/P data tables), which is owned by and controlled by Chipotle. Additionally, a Tools Warehouse is owned by McDonald's. Oracle tables are copied to this
Warehouse so that business rules can be applied to the EDI data for screening prior to acceptance (i.e. valid stores, duplicates, delivery date valid).

Workflow (in development)—Sterling GIS is tool used also for invoice workflow. Front end a/p entry will be via this tool. On a daily basis, transactional data is sent from the translator to
Chipotle ERP Sytstem (Oracle A/P data tables), which is owned by and controlled by Chipotle. Additionally, a Tools Warehouse is owned by McDonald's. Oracle tables are copied to this Warehouse so that business rules can be applied to the workflow
data.
 Accounting Tools—The following accounting tools contained in Chart B have been developed by McDonald's. These tools enable a large reduction in accounting labor associated with certain
accounting processes. The tools are excel based and are housed in the Tools Warehouse. Oracle tables are copied to this Warehouse so that business rules can be applied to flag exceptions for research and resolution.
	System Response Obligations	 	Chipotle agrees to respond to System issues that impact McDonald's service levels as follows:

* Production down problems—acknowledge receipt of issue within 1 business hour (close), 4 business hours (other). Continuous work to resolve.

* Non production down problems—acknowledge receipt of issue within 1 business day. Weekly status update.



McDonald's agrees to the same criterion as above for Electronic Invoicing, Workflow, and Accounting Tools.	 	McDonald's processes on the Chipotle ERP System (Oracle), connecting remotely. The System is administrated by Chipotle.
	Support of Chipotle Business Initiatives	 	* Projects will be prioritized jointly.

* Projects will be absorbed to the extent of the 1 full time equivalent.

* Additional work requested by Chipotle beyond this will be on a fee basis.	 	Certain Chipotle business initiatives impact the McDonald's or require the support of McDonald's (i.e. implementation of new inventory system—led by Chipotle, workflow—led by McDonald's). One full time
equivalent is currently allocated for these changes.




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Chart A: Services Performed / Service Level 



	Area
	 	Detailed Services
	 	Service Level

	Accounts Payable Processing	 	•    New vendor set up

•    Vendor maintenance

•    Store invoice payments

•    Corporate invoices payments

•    Expense report payments

•    Car allowance payments

•    1099's from AP subsystem

•    EDI processing

•    Stop payment processing

•    Voids

•    Check printing/ordering check stock/envelopes

•    Check mailing

•    Purchase Card Administrator Role (ordering/canceling cards/issuing monthly

      statements to cardholders)

•    Retrieving purchase card data and posting to GL

•    Pcard recodes for received and approved charges

•    Pcard receipt tracking

•    Daily cash funding (check accounts and request necessary funding from Mcd)

•    Reconciling AP system to GL system

•    Lease card and fuel card invoice receipt, review and payments	 	Invoices processed within an average of 2.5 days or less of receipt
	Fixed Asset Processing	 	•    Store invoice payments

•    Corporate invoice payments

•    Construction invoice payments

•    Transfers and retirements

•    Reconciling FA system to GL system

•    Utilizing Oracle Projects for new store construction. Includes entering misc

      adds (i.e. cost not entered by PO but necessary for reporting) and

      reconciling Projects to FA

•    Utilizing Oracle Projects for reinvestment invoices (includes communication

      back to facilities if expense is not capitalizeable)

•    Reviewing invoices to ensure they meet the Chipotle capitalization

      requirements	 	Invoices processed within an average of 2.5 days or less of receipt
	General Ledger	 	•    Trial balance review & analysis—store level

•    Sales review

•    Book recurring expenses

•    Close and distribute store P&Ls

•    Store, Master and Corporate account bank reconciliations

•    Book and report manager bonus accounts (reporting completed quarterly)

•    Process defined G&A recurring entries

•    Establishing new accounts in Oracle

•    E&Y audit—around McDonald's areas

•    Oracle GL hierarchy maintenance/creation.

•    New store set up in Oracle

•    Booking monthly insurance charges for all lease car drivers

•    Payroll 3rd party reconciliation	 	Close P&L by workday 5



Bank Reconciliations completed monthly
	Accounts Receivable	 	•    House accounts—billings, collection and reconciliations

•    Subtenant receivables—billings, collection and reconciliations

•    Misc accounts receivable as it relates to stores—following up on a monthly

      basis and reporting to Wazee for write off guidance when needed	 	Accounts receivable aging sent to Controller monthly
	Cash Receipts	 	•    Check receipts deposit and journal entry processing

•    Daily deposit verification (cash and cashless)	 	99% of Deposits (both cash and credit cards excluding AMEX and armored car) verified within 4 business days (excludes bank holidays).



99% of Deposits for AMEX and armored car verified within 6 business days (excludes bank holidays).




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	Lease	 	•    Lease payments

•    Sales reporting to landlords

•    Percentage rent tracking/accruals/payments

•    Desk audit triple net reconciliation review	 	All lease defaults cured within cure date



99% of monthly recurring payments received by landlords by lease due date
	
Sales, Use, Personal Property and Rent Taxes	
 	

•    Processing personal property tax payments

•    Filing sales and use tax returns

•    Researching tax rates for new stores on Checkpoint and communicating

      information to Chipotle IT

•    Processing sales and use tax payments

•    Self assess use tax based upon Chipotle tax strategy (needs formalized)

•    Sending data requests to Marvin & Poer for personal property tax reporting

•    Receiving and reviewing personal property tax payments from Marvin Poer

      prior to payment

•    Sales and use tax audit administration

•    Sending tax rate change requests for existing stores to IT as identified by

      states/localities

•    New York commercial rent tax preparation and payment (quarterly)	
 	

Payments made to Taxing Authorities per due date

Tax returns are filed with Taxing Authority per due date
	Treasury	 	•    Setting up new bank accounts based upon guidance from Chipotle

      (i.e. established relationships). For so long as McDonald's owns in excess

      of 50% of the combined voting power of the outstanding Common Stock

      of Chipotle, such bank accounts shall be established utilizing forms and

      procedures approved by McDonald's, in each case with approval from the

      Treasury Department of McDonald's.	 	Bank Accounts requested within 60 days of store turnover to Operations
	New Stores	 	•    Setting up new store numbers and cross validation rules in Oracle

•    Setting up bank accounts, Merchant IDS and ordering banking supplies

•    Communicating sales tax rates to IT per review and research on Checkpoint	 	 
	Petty Cash	 	•    Process petty cash expense reports via accounts payable system.

•    Regional petty cash accounting (funding)	 	Invoices processed within an average of 2.5 days or less of receipt
	System Access	 	•    Determine needs and submit a request to IT, Application Development Manager

      (Chipotle)	 	 
	Financial Reporting	 	•    Distribution of monthly recap via Email on WD4 and WD5 (store level and

      company/regional level)

•    Distribution of store P&Ls via Email on WD4 and WD5	 	Prelim P&Ls distributed on WD4 and Final P&Ls distributed on WD5
	Licenses	 	•    Existing store license renewals except for liquor	 	95% of license renewals processed by due date
	Cash Management	 	•    Daily cash funding	 	Review cash funding each business day by 10:00 EST
	Gift cards	 	•    Reconcile from the POS to 3rd party administrator—Valuelink on a daily basis.

•    Escalate any issues to IT for resolution.

•    Book monthly gift card entries for franchise sites.

•    Prepare monthly reconciliation from GL to Valuelink balance.

•    Bulk gift card entries	 	Reconcile GL gift card balance to Valuelink monthly




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Chart B: Accounting Tools 



	Application
 
	 	Purpose

	CHI_JESplits	 	Used to prepare the journal entry split
	CHI_PNLDist	 	Used to distribute the store P&L
	CHI_Recap	 	Used to see Financial Performance at the various levels
	CHI_RegSumPNL	 	Used to see Financial Performance at the regional level
	CHI_RevLIC	 	Used to ensure licenses are maintained and current—will need to be upgraded after move in November
	CHI_RevDCR	 	Used to verify Deposits, Gift Card transactions, etc
	CHI_RevPNL	 	Used to review the P&L for accuracy
	CHI_Transfers	 	Used to prepare the journal entry for the transfer tickets




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Services Agreement—Schedule II
  
    Insurance Services  
    


Services:



        McDonald's
will negotiate and develop property and casualty insurance programs, terms, coverages, and premiums for Chipotle, including the following categories of insurance: 



Fiduciary
Liability

Crime

Internet Liability

All Risk Property, including Earthquake and Flood

Umbrella Liability & Excess Liability

General Liability

Workers Compensation

Auto Liability and Physical Damage 




In
addition, McDonald's will: 



	(a)
	interface
with the Network, Gallagher Bassett and other insurance service providers on behalf of Chipotle as reasonably requested by Chipotle;



	(b)
	enter
Chipotle store and office locations into the SOCS system; and



	(c)
	provide
advice on insurance, risk management and claims matters as reasonably requested by Chipotle. 




Billing
Methodology: 


        The
amounts to be paid by Chipotle to McDonald's for the Insurance Services are intended to represent the pass-through to Chipotle of costs incurred by McDonald's on
Chipotle's behalf. 


        With
regard to (i) Fiduciary Liability, (ii) Crime, (iii) Internet Liability, (iv) All Risk Property, including Earthquake and Flood, and (v) Umbrella
Liability & Excess Coverage insurances, these coverages consist of policies of insurance naming McDonald's and its subsidiaries as insureds (the "McDonald's
Policies"). Based on McDonald's' current level of ownership of Chipotle, Chipotle participates as an insured subsidiary under the McDonald's Policies. A portion of the premiums
paid by McDonald's for the McDonald's Policies will be allocated to Chipotle (the "Chipotle Allocation"). For the policy period from
November 1, 2005 through October 31, 2006, the Chipotle Allocation shall be $645,000.00, which amount shall be paid in full immediately upon execution of this Agreement. For each policy
period thereafter, McDonald's shall calculate the Chipotle Allocation in good faith exercising McDonald's' reasonable judgment and, when feasible, considering advice from insurance companies and other
relevant, disinterested third parties. 


        With
regard to (x) General Liability, (y) Workers Compensation, and (z) Auto Liability and Physical Damage insurances, these coverages are included in stand-alone
programs arranged specifically for Chipotle and billed directly to Chipotle. As such, McDonald's will collect no fees or costs from Chipotle in connection with these programs. 


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Term;
Termination of Insurance Services: 


        The
policies of insurance contemplated by the Insurance Services expire on October 31st of each calendar year, and, as such, unless terminated earlier pursuant to
Section 6.02 of the Agreement or as set forth below, the Insurance Services shall have an initial term expiring on October 31, 2006, and will be renewed automatically thereafter for
successive one (1) year terms unless either Chipotle or McDonald's elects not to renew the Insurance Services upon not less than six (6) months' written notice prior to any such renewal. 


        The
Insurance Services are subject to early termination by either Chipotle or McDonald's at any time on or after an Ownership Reduction Date, provided the terminating party has provided
not less than sixty (60) days' written notice of such termination. The required sixty (60) days' written notice may be provided before or after the Ownership Reduction Date, so long as
(i) the termination date is no earlier than the Ownership Reduction Date and (ii) the period between the date of notice and the termination date is at least sixty (60) days. 


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Services Agreement—Schedule III
  
    Benefits Services  
    


Services:



        On
and after the Closing Date, Chipotle employees shall continue to be eligible to participate in McDonald's Plans, subject to the terms of the governing plan documents, as interpreted
by the appropriate plan fiduciaries. On and after the Closing Date, subject to regulatory requirements, McDonald's will continue to provide Benefits Services to and in respect of Chipotle employees
with reference to McDonald's Plans as it administered the plans prior to the Closing Date. The McDonald's Plans for purposes of this Agreement are as follows: 




The
McDonald's Corporation Health Plan for Chipotle Employees

McDonald's Ventures 401(k) Plan

The McDonald's Excess Benefit and Deferred Bonus Plan. 





Billing
Methodology: 


        Chipotle
shall reimburse McDonald's for McDonald's costs (including any contributions and premium costs and including certain third-party expenses and allocations of certain McDonald's
personnel expenses), generally in accordance with past practice, relating to participation by Chipotle employees in the McDonald's Plans. 



        The
reimbursement for The McDonald's Corporation Health Plan for Chipotle Employees shall be a monthly premium determined actuarially on an annual basis to reflect (a) the prior
year's claims experience, (b) risk assumption, (c) plan design, (d) demographic and geographic adjustments, and (e) vendor, legal, benefits accounting, administrative and
consulting fees for services on behalf of Chipotle employees for the upcoming year. 


        It
is the express intent of the Parties that Service Costs relating to the administration of the McDonald's Plans and the performance of related Services will not exceed reasonable
compensation for such Services as defined in 29 CFR Section 2550.408c-2. 


        In
addition, costs associated with certain McDonald's Plans will be paid in part through employee payroll deductions for such McDonald's Plans. 


Term;
Termination of Benefits Services: 


        Unless
terminated earlier pursuant to Section 6.02 of the Agreement or as set forth below, the Benefits Services shall have an initial term expiring on December 31, 2006,
and will be renewed automatically thereafter for successive one (1) year terms unless either Chipotle or McDonald's elects not to renew the Benefits Services upon not less than six
(6) months' written notice prior to any such renewal. 


        The
Benefits Services are subject to early termination by either Chipotle or McDonald's at any time on or after an Ownership Reduction Date, provided the terminating party has provided
not less than sixty (60) days' written notice of such termination. The required sixty (60) days' written notice may be provided before or after the Ownership Reduction Date, so long as
(i) the termination date is no earlier
than the Ownership Reduction Date and (ii) the period between the date of notice and the termination date is at least sixty (60) days. 


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Other
Terms and Conditions Relating to Benefits Services 


        McDonald's
and Chipotle agree to cooperate fully with each other in the administration and coordination of regulatory and administrative requirements associated with McDonald's Plans,
including, but not limited to, ERISA, COBRA and HIPAA. Such coordination, upon request, will include (but is not limited to) the (a) sharing payroll data for determination of highly
compensated employees, (b) sharing claims data for purposes of plan design, claims appeal determinations and premium calculations, (c) providing census information (including accrued
benefits) for purposes of running discrimination tests, (d) providing actuarial reports for purposes of determining the funded status of any plan, (e) reviewing and coordinating of
insurance and other independent third party contracts, and (f) providing for review of all summary plan descriptions and other plan communications, requests for determination letters, insurance
contracts, Forms 5500, financial statement disclosures and plan documents. 


        McDonald's
shall provide to Chipotle data or reports requested by Chipotle relating to (a) benefits paid to or on behalf of Chipotle employees under McDonald's Plans, including
but not limited to financial statements, claims history, and census information, and (b) other information relating to the Services that is required to satisfy any reporting or disclosure
requirement of ERISA or the Code. McDonald's will provide such information within a reasonable period of time after it is requested. The costs for reports shall be billed as incremental costs. 


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QuickLinks



Exhibit 10.5


SERVICES AGREEMENT

RECITALS

AGREEMENTS

ARTICLE I DEFINITIONS

ARTICLE II PURCHASE AND SALE OF SERVICES; NO WARRANTY

ARTICLE III SERVICE COSTS; OTHER CHARGES

ARTICLE IV CHIPOTLE DELEGATION; TRADEMARKS AND SERVICE MARKS

ARTICLE V LIMITATION OF LIABILITY; INDEMNIFICATION

ARTICLE VI TERM AND TERMINATION


ARTICLE VII MISCELLANEOUS


Services Agreement—Schedule I Accounting Services



Services Agreement—Schedule II Insurance Services

Services Agreement—Schedule III Benefits Services