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A. EARLY TERMINATION,
<br />Customer may terminate this Agreement for his own convenience at any time, provided that Customer must give written notice to G&K at least 90 days, but no more than 180
<br />days, prior to the effective date of termination stated by Customer in the notice, complies with the requirements of Paragraph E below, and pays an Early Termination Fee.
<br />The Early Termination Fee is intended to provide to G&K a return on its investment ;n Customer's image program and shall be calculated, as follows, multiply the number of
<br />weeks remaining in the Initial Term or Renewal Term, as the case may be, following the date of termination by either (a) an amount equal to 50% of the average weekly
<br />amounts invoiced by G&K to Customer during the 8 weeks preceding the date of Customer's notice of termination, or (b) if Customer terminates this Agreement before
<br />Customer has 8 weeks of average weekly invoices, by an amount equal to 50% of average weehly invoices for any lesser periotl of time. in the event Customer fails in any of
<br />its commitments under this Agreement, G&K may suspend its performance or terminate this Agreement within 30 days after the date G&K provides notice to Customer of ihe
<br />failure, in which case Customer will meet each of the conditions described in this paragraph, including paying G&K the Eariy Termination Fee.
<br />B. CUSTOMER ACKNOWLEDGES THAT G&K HAS INVESTED IN MERCHANDISE AND PERSONNEI IN RELIANCE ON THIS AGREEMENT, THAT G&K IS ENTITLED
<br />TO A RETURN ON THIS INVESTMENT, AND THAT THE PAYMENT OF FEES AND CHARGES, INCLUDING THE EARLY TERMINATION FEE, REPRESENT THIS
<br />RETURN ON INVESTMENT OVER THE TERM OF THIS AGREEMENT.
<br />C. All rental Merchandise suppiied to Customer under this Agreement remains the propeRy solely of G&K.
<br />D. G&K MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED T0, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE
<br />MERCHANDISE OR THE SERVICES SUPPLIED UNDER THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY DESCRIBED IN THIS AGREEMENT. CUSTOMER
<br />ACCEPTS SOLE RESPONSIBILITY FOR SELECTING THE TYPE AND AMOUNT OF MERCHANDISE APPROPRIATE FOR CUSTOMER AND ACKNOWLEDGES THE
<br />MERCHANDISE SUPPLIED UNDER THIS AGREEMENT IS SUPPLIED FOR GENERAL PURPOSES, UNLESS SPECIFICALLY IDENTIFIED AS "FIRE RETARDANT",
<br />"FLAME RESISTANT" OR FOR OTHER SPEICAL PURPOSE. G&K MAY NOT BE THE MANUFACUTRER OF THE MERCHANDISE AND HAS NOT MADE AND DOES
<br />NOT MAKE ANY REPRESENTATION, WARRANTY OR CONVENANT, EXPRESS OR IMPLIED, REGARDING THE QUALITY, SAFETY OR SUITABILITY OF THIS
<br />MERCHANDISE FOR USE BY CUSTOMER.
<br />E. As of the effective date of any termination, expiration or cancellation of this Agreement for any reason, Customer will return to G&K all Merchandise in good antl usable
<br />condition or pay G&K's replacement value for any Merchandise not retumed or that is retumed in damaged condition, will purchase ai G&K's then replacement value all
<br />embroidered, permanently embeliished, non-standard or speciat order Merohandise, and wiil pay to G8K all amounts owed to that date under this Agreement, including,
<br />without limitation, all accounts receivable, replacement value for all lost or damaged Merchandise, pius, if applicabie, the Early Terminatlon Fee.
<br />F. Any claim or dispute between the parties, arising from, or relating to, this Agreement will be governed by Minnesota law, without regard to its conflicts of law provisions.
<br />Any claim or dispute must be resolved only as provided in this Section. Prior to filing any legai proceeding in any court, the parties will first attempt in good faith to promptly
<br />resolve the ciaim or dispute, including by negotiation at agreed time(s) and location(s). All negotiations are confidential and wili be treated as setttement negotiations. If the
<br />parties are unable to resolve the dispute through negotiation, then G&K may elect to require a mediation of the dispute through a neutral party under rules of an established
<br />mediation center. Each provision of this paragraph is enforceable by any court having jurisdiction over the parties, and either party may seek injunctive relief for this purpose.
<br />Customer will reimburse G&K for all costs, including attorneys' fees, incurred by G&K to enforce the commitments of Customer under this Agreement and this paragraph.
<br />G. Any interruption of G&K's usual operations, or delay or termination of service provided in this Agreement, by reason of acts of God, fires, explosions, strikes, or other
<br />industrial disturbances, or any cause beyond the reasonable control of G&K, will not be considered a failure or a liability under this Agreement.
<br />H. THE REMEDIES FOR CUSTOMER DESCRIBED IN THIS AGREEMENT ARE THE SOLE REMEDIES FOR G&K'S BREACH OF ITS OBLIGATIONS UNDER THIS
<br />AGREEMENT AND, IN ANY EVENT, G&K'S LIABILITY FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE PRICE OF FEE PAID FOR AN ITEM OF
<br />MERCHANDISE THAT FAILS TO COMPLY WITH G&K'S GUARANTEE. G&K IS NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL (INCLUDING, WITHOUT
<br />LIMITATION, LOST WAGES, REVENUE, PROFIT, OPPORTUNITY, DATA OR LOSS OF USE), EXEMPLARY OR PUNITIVE DAMAGES.
<br />I, if any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, the remaining terms and conditions will remain in full force antl effect.
<br />This Agreement constitutes the entire agreement and supersedes all prior oral or written agreements between the parties regarding the matters covered by this Agreement.
<br />No waivers or statements made by any representative of G&K wiil be valid unless included in writing in this Agreement. No amendments to this Agreement will be binding
<br />unless in writing signed by representatives of both parties having the apparent authority to do so or as otherwise indicated in this Agreement.
<br />J. All notices permitted or required under this Agreement must be in writing and transmitted by personal delivery, a nationally recognized overnight courier service, certified or
<br />registered mail, returned receipt requested, or facsimile (with confirmation). Notices shall be sent to the addresses specified on the first page of this Agreement or to such
<br />other address as either party may specify in writing.
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