[Item 23: Receipts]

15 Rights and Obligations Upon Termination or Expiration

15.1 Consequences of Termination

Developer agrees that upon the termination or expiration of this Agreement, it will:

• (1) Not directly or indirectly identify itself as a current or former Developer of Franchisor;
• (2) Within 10 Business Days of the effective date of termination or expiration of the Agreement, pay all money owed to Franchisor or any Affiliate and Developer's employees, contractors and material trade creditors which are then unpaid; and
• (3) No longer have any Development Rights whatsoever, and it will cease all development efforts.
• 15.2 No Compensation Payable on Termination

No compensation is payable by Franchisor to Developer or any other person for the termination or expiration of this Agreement and Developer will have no right of indemnity against Franchisor.

17 Rights and Obligations Upon Termination or Expiration

17.1 Consequences of Termination

Franchisee agrees that upon the termination or expiration of this Agreement, it will:

• (1) Not directly or indirectly identify itself as a current or former franchisee of, or as otherwise associated with, Franchisor;
• (2) Immediately deliver to Franchisor:
  • (a) All copies of the Operations Manual, the Operations Manual Addendum, and Global Policies and Procedures (contained in any medium) and once delivered to Franchisor, uninstall and permanently delete any copies of the Operations Manual, the Operations Manual Addendum, and Global Policies and Procedures electronically stored by Franchisee;
  • (b) All forms, stationery, business cards, advertising material, and any other printed matter and signs used by Franchisee which bear the Network Name or any of the Marks;
  • (c) The original and all copies of databases and all lists held by Franchisee of suppliers to the Network; and
  • (d) All other property of Franchisor;
• (3) Immediately discontinue use of and forever cease to use:
  • (a) The Network Name;
  • (b) Any trade name, trademark, or commercial symbol that suggests or indicates a connection or association with Franchisor;
  • (c) The Marks, Confidential Information, and other Intellectual Property and remove all signs containing any Marks or any marks deceptively similar to the Marks (including from any Outlets) and promptly return to Franchisor or destroy all forms and materials containing any Mark, in accordance with Franchisor's instructions; and
  • (d) Any Mark, trade name, trademark, or commercial symbol that is deceptively similar to any Mark in any manner or for any purpose;

MINNESOTA AMENDMENT TO THE CHATIME FRANCHISE, LLC FRANCHISE AGREEMENT

In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. §§80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§2860.0100 through 2860.9930, the parties to the attached Chatime Franchise, LLC Franchise Agreement (the "Franchise Agreement") agree as follows:

1. Clauses 2, 13, and 15 of the Franchise Agreement, under the headings "Grant of rights," "Transfer and other dealings by the Franchisee," and "Termination of Agreement," will be supplemented by the addition of the following language:

Minnesota law provides franchisees with certain termination, non-renewal, and transfer rights. In sum, Minn. Stat. §80C.14, Subd. 3, 4, and 5 currently requires, except specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of nonrenewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.

ILLINOIS AMENDMENT TO THE CHATIME FRANCHISE, LLC FRANCHISE AGREEMENT

In recognition of the requirements of the Illinois Franchise Disclosure Act of 1987, the parties to the Chatime Franchise, LLC Franchise Agreement (the "Franchise Agreement") agree as follows:

• 1. Your rights upon Termination and Non-Renewal are set forth in §§19 and 20 of the Illinois Franchise Disclosure Act.

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