, by value, of securities in a listed corporation;

• (2) Engaging or being concerned or interested in the Franchised Business in accordance with this Agreement; or
• (3) Engaging or being concerned or interested in any business or activity pursuant to which Franchisor has given its prior written consent.

9.8 Disgorgement

In addition to all other remedies and rights of Franchisor under this Agreement, if any of Franchisee, Guarantor, or their Interested Parties breaches clause 9.2 or 9.3, Franchisee must account for and pay to Franchisor all compensation, profits, monies, accruals, increments, or other benefits derived or received as a result of any such breach.

10 Indemnity and Limitation of Liability

10.1 Indemnity

• (1) Franchisee Parties indemnify Franchisor and each of its Affiliates (Chatime Group) against all:
  • (a) Losses incurred by the Chatime Group;
  • (b) Liabilities incurred by the Chatime Group; and
  • (c) All Legal Costs and other Costs and expenses incurred by the Chatime Group in connection with a demand, action, arbitration, or other proceeding (including mediation, compromise, out of court settlement or appeal),

arising directly or indirectly as a result of or in connection with:

• (d) A breach by Franchisee Parties of this Agreement or any Collateral Agreement;
• (e) Any injury to, or loss of property of, any person in or on premises from which the business is conducted;
• (f) Franchisee's taxes, liabilities or Costs of The Franchised Business;
• (g) Any negligent or willful act or omission of Franchisee, its employees, agents, servants, or contractors; and
• (h) Any warranty, promise, or representation made by Franchisee Parties or any employee, agent, or other person acting on behalf of Franchisee Parties being incomplete, inaccurate, or misleading.
• (2) Franchisor's rights at law and under this Agreement, including its right to be indemnified under this clause, are not affected by:
  • (a) Franchisor ending the Franchise or the termination of any Collateral Agreement;
  • (b) Franchisor accepting Franchisee's repudiation of this Agreement or any related Agreement; or
  • (c) Anything else.

10.2 Limitation of Liability

To the extent permitted by law, Franchisor will have no liability in relation to:

• (1) Any approval of premises or a site for the Outlet provided by Franchisor to Franchisee pursuant to the terms of this Agreement;
• (2) Any other approvals provided by Franchisor to Franchisee in connection with the Franchised Business pursuant to the terms of this Agreement;
• (3) The conduct of the Franchised Business by Franchisee, the success or failure of which largely depends upon the business abilities and efforts of Franchisee; and
• (4) The location, design, construction, or renovation of the Outlet or the furnishings, fixtures, and equipment to be required, notwithstanding the right of Franchisor to approve any plans, and to inspect the construction and/or renovation work and such Outlet. Such rights of Franchisor are exercised solely for the purpose of ensuring compliance with the terms and conditions of this Agreement.

11 Intellectual Property

11.1 License to Use Intellectual Property

Franchisor grants Franchisee a license to use the Intellectual Property in the Territory only during the Initial Term.

• 11.2 Use of Intellectual Property
  • (1) Franchisee must:
    • (a) Only use the Intellectual Property as authorized by Franchisor;
    • (b) Not alter the Intellectual Property, except with Franchisor's prior written consent;

and

• (c) Not do anything which may prejudice Franchisor's ownership of, or the goodwill associated with, the Intellectual Property.
• (2) Franchisee must not use any other trademarks, corporate or business names, trade names, slogans, domain names, or other items of Intellectual Property without the prior written consent of Franchisor.

11.3 Ownership of Intellectual Property

Franchisee acknowledges that by its use of the Intellectual Property, it does not acquire any right to, title or interest in the Intellectual Property. All rights to, and interests in, the Intellectual Property reside with Franchisor. All documents, advertisements, or other work created by Franchisee in connection with the Franchised Business shall be the property of the Franchisor, and shall be considered "work for hire."

11.4 Protection of Intellectual Property

• (1) Franchisee must:
  • (a) Provide all reasonable assistance to Franchisor to register and enforce Franchisor's intellectual property rights in the Territory;
  • (b) Take all reasonable steps to protect the Intellectual Property against any action or infringement by any person;

Source: Item 23 — Receipts (FDD pages 58–262)