(b) within 90 days from the COMMENCEMENT DATE, conduct the GRAND OPENING over the course of no more than 3 consecutive days, during the SHOP'S normal business hours, consistent with the GRAND OPENING plan approved by SHOPPE COMPANY; and (c) spend at least $3,000 toward GRAND OPENING marketing expenditures approved by SHOPPE COMPANY. 8.2.2 Excluded Items. Unless SHOPPE COMPANY specifically commits otherwise, in writing, FRANCHISEE'S labor costs, food costs, other overhead costs, expenditures required by the LANDLORD, and discounts offered during the GRAND OPENING will not be considered in determining whether FRANCHISEE met the $3,000 threshold required by Section 8.2.1(b); or in determining SHOPPE COMPANY'S financial participation commitment under Section 8.2; even if specifically identified by FRANCHISEE in the GRAND OPENING plan approved by SHOPPE COMPANY. Article 9 Continuing Fees 9.1 "GROSS SALES" Defined. "GROSS SALES" means: (a) all revenue derived from the sale, at regular selling prices before any discounts or allowances, of any food, merchandise, and services, from the SHOP; (b) all income of every kind and nature related to the SHOP, FRANCHISE, and/or MARKS, even if derived from sales or activities not permitted by this AGREEMENT; (c) the fair value of any non-monetary consideration received by FRANCHISEE for any food, merchandise, and services, from the SHOP, which are bartered, traded or otherwise exchanged by FRANCHISEE for valuable goods or services; and (d) all proceeds of any business interruption insurance policies related to the SHOP or FRANCHISE. Specifically excluded from "GROSS SALES" are: (x) the incidental sale of gift cards (or any similar redemption device), if authorized by SHOPPE COMPANY; provided however that goods and services purchased with gift cards (or any similar redemption device) shall be included in GROSS SALES, to the same extent as if paid for with cash; (y) sales taxes, excise taxes, or other taxes added to the selling price of any item or service, if actually collected from customers and transmitted to a governmental taxing authority; provided however any tax rebate, allowance, of discount shall be part of GROSS SALES to the extent received, taken, or realized by FRANCHISEE; (z) any extraordinary sale of equipment or fixtures used in the SHOP.
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