PROPRIETARY MARKS OR THE ANIMATED ENTERTAINMENT, OR (IV) INVOLVING
POSSESSION OR DISPOSITION OF, OR OTHER RELIEF RELATING TO THE PREMISES OF THE
FRANCHISED RESTAURANT, FRANCHISOR MAY BRING SUCH ACTION IN ANY STATE OR FEDERAL
DISTRICT COURT WHICH HAS JURISDICTION.
15.4 Mutual Benefit. FRANCHISEE, FRANCHISEE'S PRINCIPALS AND FRANCHISOR
ACKNOWLEDGE THAT THE PARTIES' AGREEMENT REGARDING APPLICABLE STATE LAW AND FORUM
IN SECTIONS 15.2 AND 15.3 PROVIDES 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. FRANCHISEE,
FRANCHISEE'S PRINCIPALS AND FRANCHISOR FURTHER ACKNOWLEDGE THE RECEIPT AND
SUFFICIENCY OF MUTUAL CONSIDERATION FOR THAT BENEFIT.
16. MISCELLANEOUS
16.1 Independent Contractors. In performing this Agreement, the parties
specifically agree that Franchisor and Franchisee's relationship is and always
will be solely that of independent contractors. Neither Franchisor or Franchisee
shall not represent itself or permit any of its employees, agents, servants, or
representatives to represent itself as an employee, agent, servant, or joint
venturer of the other. Neither party shall have no right to and shall not
attempt to enter into contracts or commitments in the name of or on behalf of
the other in any respect whatsoever.
16.2 Entire Agreement. This Agreement and the attachments hereto constitute the
entire agreement between Franchisor, Franchisee and Franchisee's Principals
concerning the subject matter hereof. All prior agreements, discussions,
representations, warranties and covenants are merged herein. THERE ARE NO
WARRANTIES, REPRESENTATIONS, COVENANTS OR AGREEMENTS, EXPRESS OR IMPLIED,
BETWEEN THE PARTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. Except
those permitted to be made unilaterally by Franchisor, any amendments or
modifications of this Agreement shall be in writing and executed by Franchisor
and Franchisee.
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16.3 Judgment; Discretion. FRANCHISEE AND FRANCHISOR ACKNOWLEDGE THAT VARIOUS
PROVISIONS OF THIS AGREEMENT SPECIFY CERTAIN MATTERS THAT ARE WITHIN THE
DISCRETION OR JUDGMENT OF FRANCHISOR OR ARE OTHERWISE TO BE DETERMINED
UNILATERALLY BY FRANCHISOR. IF THE EXERCISE OF FRANCHISOR'S DISCRETION OR
JUDGMENT AS TO ANY SUCH MATTER IS SUBSEQUENTLY CHALLENGED, THE PARTIES TO THIS
AGREEMENT EXPRESSLY DIRECT THE TRIER OF FACT THAT FRANCHISOR'S RELIANCE ON A
BUSINESS REASON IN THE EXERCISE OF ITS DISCRETION OR JUDGMENT IS TO BE VIEWED AS
A REASONABLE AND PROPER EXERCISE OF SUCH DISCRETION OR JUDGMENT, WITHOUT REGARD
TO WHETHER OTHER REASONS FOR ITS DECISION MAY EXIST, WITHOUT REGARD TO WHETHER
THE TRIER OF FACT WOULD INDEPENDENTLY ACCORD THE SAME WEIGHT TO THE BUSINESS
REASONS, AND WITHOUT REGARD TO WHETHER SUCH DISCRETION OR JUDGMENT IS EXERCISED
IN THE BEST INTERESTS OF FRANCHISEE.
16.4 No Waiver. Either party's failure to exercise any right or remedy or to
enforce any obligation, covenant or agreement herein shall not constitute a
waiver by, or estoppel of, such party's right to enforce strict compliance with
any such obligation, covenant or agreement. No custom or practice shall modify
or amend this Agreement. Either party's waiver of, or failure or inability to
enforce, any right or remedy shall not impair such