jointly.

• (2) An obligation, representation, or warranty in favor of more than one person is for the benefit of them separately and jointly.
• (3) A party which is a trustee is bound both personally and in its capacity as a trustee.

1.4 Relationship of Parties

• (1) Nothing in this Agreement constitutes a partnership, joint venture, agency, or other form of fiduciary relationship between Developer and Franchisor.
• (2) Neither party has the power to bind any other party except as authorized by this Agreement.

2 Grant of Rights and Development Obligations

2.1 Grant of Rights for Initial Term

• (1) Franchisor grants to Developer and Developer accepts:
  • (a) The right to use the Intellectual Property in the conduct of Developer's operation of Chatime Stores in the Development Area;
  • (b) The right to operate Chatime Stores in the Development Area on its own, for the Initial Term subject to the terms and conditions of this Agreement.
• (2) The rights granted to Developer pursuant to this Agreement are limited to the Development Area and apply only for the Initial Term. Developer acknowledges and agrees that it is not being granted any rights to franchise and that it will not operate or grant Franchises for Outlets in locations outside the Development Area and will ensure that Developer Affiliates do not operate or grant Franchises for Outlets in locations outside the Development Area.

2.2 Exclusivity

(1) Except as provided in clause 2.3, Franchisor will not operate or grant Franchises or other development rights for Outlets to any other party within the Development Area during the Initial Term.

(2) Upon the termination of this Agreement or expiration of the Initial Term (unless the parties enter into a new agreement which prohibits Franchisor from operating or granting Franchises), Franchisor and its Affiliates will be free to operate and grant Franchises for Outlets within the Development Area.

2.3 Rights Retained by Franchisor

• (1) Franchisor, on behalf of itself and its Affiliates, retains all rights with respect to Outlets, the Intellectual Property and the sale of Raw Materials and other Products and any other products and services, anywhere in the world including, without limitation, the rights to:
  • (a) operate or grant others the right to operate Outlets under or in association with the Marks or any other trademarks or service marks at such locations outside the Development Area, and on such terms and conditions as Franchisor, in its sole discretion, deems appropriate;
  • (b) provide, franchise, license, sell, distribute and market any services or products (under any brand, including but not limited to our Marks) through any Special Distribution Channels, in or outside your Development Area, including, without limitation, through airports, train stations, hotels, convention centers, sport complexes, hospitals, or festivals.
  • (c) provide, franchise, license, sell, distribute and market any services or products (under any brand, including but not limited to our Marks) through any Alternative Methods of Distribution in or outside your Development Area, including, without limitation, through retail establishments or via the internet;
  • (d) to establish and operate, and grant to others the right to establish and operate, Chatime Stores at locations outside the Development Area, including locations near, on or adjacent to your Development Area's boundaries;
  • (e) offer and sell to persons outside your Development Area, using the Marks, services and products that are the same as the services and products offered by Chatime Stores, including without limitation the Products and the Raw Materials;
  • (f) in or outside your Development Area, to offer and sell different services and products not offered within a Chatime Store, using the Marks, without offering you the right to participate;
  • (g) acquire and continue to operate, directly or indirectly, any business operating under different trademarks in or outside the Development Area;
  • (h) acquire and retain, directly or indirectly, the rights and obligations of any franchisor or licensor of any business similar to an Chatime Store operating under different trademarks in or outside the Development Area;
  • (i) in or outside the Development Area, to establish and promote other franchise systems involving different services or products using different trademarks, and to establish company-owned or franchised outlets for those systems, without offering you the right to participate;
  • (j) offer and sell franchising rights to Multi-Unit Developers who are located outside the Development Area;

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