This excerpt taken from the GTIM 8-K filed Dec 6, 2007.
Subject to the terms of this Agreement, Owner hereby engages Consultant, and Consultant hereby accepts such engagement by Owner, to provide the Site Selection, Pre-Opening and Construction Management Services as set forth in this Agreement.
During the term of this Agreement, Consultant shall (i) perform the site selection services specified in Section 4 this Agreement to identify locations for each Restaurant (a "Site"); (ii) negotiate terms and conditions for acquisition or leases of the Sites; and, (iii) provide such other services necessary for Consultant to perform the Pre-Opening Services described in Section 2.3 (collectively, the "Site Selection Services").
During the Pre-Opening Period for each Restaurant, Consultant shall perform the pre-opening services specified in this Agreement (including Exhibit B with respect to each Restaurant), including providing Owner with the plans and specifications, programming and operational aspects of the Project, in accordance with the terms of this Agreement (the "Pre-Opening Services").
Owner acknowledges and agrees that the Site Selection Services and Pre-Opening Services will be performed at Consultant's corporate headquarters, at appropriate stages in each Project. Notwithstanding the foregoing, Consultant shall (a) make such visits to the Site and/or to the offices of Owner or its architects, engineers, designers, contractors, manufacturers or other Persons involved in each Project, and (b) maintain one or more representatives on‑site throughout the Construction of the Project, as Consultant may, in its reasonable discretion, consider necessary, appropriate or advisable to perform the Site Selection Services and Pre-Opening Services, or otherwise upon the reasonable request of Owner. Consultant's representatives shall be given reasonable access during business hours upon Consultant's prior written request to all (i) design, development and Construction meetings, (ii) financial, development and other information related to the Project and backup materials reasonably necessary for Consultant to complete its duties under this Agreement, and (iii) the Site of the Project and the Construction in process.
Owner hereby grants to Consultant and its inspectors the right to enter the Site on which each Restaurant is being constructed, upon reasonable advance notice, at any time during business hours throughout the Construction, and access to any Persons providing goods or services for the Construction or such other work, to conduct an inspection of the Project to confirm its compliance with the Approved Plans and Specifications, the Design Specifications and the Management Standard. Owner acknowledges that Consultant may use Corporate Personnel or retain a qualified and experienced third-party inspection service, at Consultant's expense unless the need for the Consultant is a result of the lack of performance by the Owner, and not on a contingency basis, to perform any of Consultant's inspections. Owner acknowledges and agrees that (a) Consultant's inspection will be limited to ensuring that the Construction of each Restaurant complies with the Approved Plans and Specifications, the Design Specifications and the Management Standard, but shall not constitute an inspection of compliance with Applicable Laws, and (b) Owner shall be solely responsible for ensuring that each Restaurant and the Construction complies with all Applicable Laws. In addition, upon substantial completion of the Construction, Consultant shall participate in the inspection of each Restaurant with Owner's consultants and contractors, and assist Owner's architects, engineers, contractors and consultants in the preparation of a "punch list" of deficiencies requiring correction or completion (the "Deficiency List") to complete the Construction of each Restaurant. Consultant shall participate in additional inspections of each Restaurant until no items remain on the Deficiency List.
Owner acknowledges and agrees that in performing its obligations under this Agreement, Consultant may from time to time use the services of one or more of its Affiliates; provided, however, that (a) Consultant shall be responsible to Owner for its Affiliate's performance, and (b) Owner shall not pay more for the Affiliate's services and expenses than Consultant would have been entitled to receive under this Agreement had Consultant performed the services. If an Affiliate of Consultant performs services for or provides goods to the Project, such goods or services shall be supplied at prices and on terms at least as favorable to the Project as generally available from third parties in arms-length transactions in the relevant market and consistent with terms made available to other Brand Restaurants receiving such goods and services.
This Agreement shall be for a period (the "Term") commencing on the Effective Date and expiring without notice on the Opening Date of the last Restaurant to be developed pursuant to the Development Agreement, including any extensions or renewals thereof, unless terminated earlier in accordance with the terms of this Agreement; provided, however that with respect to each Restaurant, the Consultant's obligation to provide Pre-Opening Services shall expire without notice upon the Opening Date of each Restaurant.