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EXHIBIT A (Continued)
<br />Customer agrees to notify all employees who will be wearing either flame resistant garments or visibility garments that they are designed to provide only
<br />limited levels of protection and only under certain conditions. UniFirst assumes no liability for any injury, personal or otherwise. Customer agrees not to
<br />contaminate any Merchandise with asbestos, heavy metals, solvents, inks, or other hazardous or toxic substances ("contaminants"). Customer agrees
<br />to pay UnMFirst for all Merchandise that is lost, stolen, damaged or abused beyond repair.
<br />If any Merchandise supplied hereunder is Merchandise that UniFirst normally does not stock (including styles, colors, sizes or brands), or has been
<br />permanently personalized, ("Non -Standard Merchandise) then, upon the discontinuance of any service hereunder at any time for any reason, including
<br />expiration, termination, or cancellation of this Agreement, with or without cause, deletion of any Non -Standard Merchandise from Customer's service
<br />program, or due to employee reductions (in each case a "Discontinuance of Service"), Customer will purchase at the time of such Discontinuance of
<br />Service all affected Non -Standard Merchandise items then in UniFirst's inventory (in-service, shelf, as well as any manufacturer's supplies ordered for
<br />Customer's use), paying for same the replacement charges then in effect.
<br />As a condition to the termination of this Agreement, for whatever reason, Customer will return to UniFirst all standard Merchandise in good and usable
<br />condition or pay for same at the replacement charges then in effect.
<br />OBUGATIONS AND REMEDIES. If Customer breaches or terminates this Agreement before the expiration date for any reason (other than for
<br />UniFirst's failure under the performance guarantee described above), Customer will pay UniFirst. as liquidated damages and not as a penalty (the
<br />parties acknowledging that actual damages would be difficult to calculate with reasonable certainty) an amount equal to 50 percent of the average
<br />weekly amounts invoiced in preceding 26 weeks, multiplied by the number of weeks remaining in the current term. These damages will be in addition to
<br />all other obligations or amounts owed by Customer to UmFirst, including the return of Merchandise or the payment of replacement charges and the
<br />purchase of any non-standard merchandise items as set forth herein.
<br />All disputes of whatever kind between the Customer and UniFirst based upon past present or future acts, whether known or unknown, and arising out of
<br />or relating to the negotiation, formation or perfonnance of this Agreement shall be resolved exclusively by final and binding arbitration. The arbitration
<br />shall be conducted in the capital city of the state where the Customer has its principal place of business (or some other location mutually agreed to by
<br />Customer and UniFirst) pursuant to the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association and shall be
<br />govemed by the Federal Arbitration Act. The Customer acknowledges that, with respect to all such disputes, It has voluntarily and knowingly waived any
<br />right it may have to a jury trial or to participate in a class action or class litigation as a representative of any other persons or as a member of any class of
<br />persons or as a member of any class of persons, or to consolidate its claims with those of any other persons or class of persons. If this prohibition
<br />against class litigation is ruled to be unenforceable for any reason in any proceeding, then the prohibition against Gass litigation shall be void and of no
<br />force and effect in that proceeding. This paragraph is governed by New York law (exclusive of choice of law). The arbitrators shall award to the
<br />substantially prevailing party, if any, as determined by the arbitrators, all o fits costs and fees. 'Costs and fees" are defined as all reasonable pre -award
<br />expenses of the arbitration. including the arbitrator's fees, administrative costs, travel expenses, out-of-pocket expenses, such as copying and telephone
<br />expenses, court costs, witness fees, and attorney's fees.
<br />MISCELLANEOUS. The parties agree that this Agreement represents the entire agreement between them. UniFirst may, in its sole discretion, assign
<br />this Agreement. Customer may not assign this Agreement without the prior written consent of UniFirst. Customer agrees that in the event it sells or
<br />transfers its business, it will require the purchaser or transferee to assume all obligations and responsibilities under this Agreement. Neither party will be
<br />liable for any incidental, consequential, or punitive damages. In the event any portion of this Agreement is held by a court of competent junsdiction or by
<br />a duty appointed arbitrator to be unenforceable, the balance wig remain in effect. All written notices provided to UniFirst must be sent by certified mail to
<br />the attention of the Location Manager. In Texas and certain other locations, UniFirst's business is conducted by, and the term °UniFirst° as used herein,
<br />means UniFirst Holdings, Inc. dba UniFirst.
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