What specific actions can the Chatime Attorney take on behalf of the Developer?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
- (1) To secure performance by Developer of its obligations under this Agreement, Developer Parties irrevocably appoint Franchisor and each of its officers severally to be their attorney (Attorney) to exercise the powers described in this clause 21.
- (2) If Developer Parties breach any provision of this Agreement or any Collateral Agreement or at the end of the Development Business the Attorney may, in the name and at the Cost of either Developer or Guarantor, do anything required to be done by Developer Parties that Developer Parties have not done or have not done promptly or properly. This includes
the execution and delivery of documents, transfers, assignments, deeds, forms, notices or other instruments, specifically relating to the Marks and the Website.
- (3) The powers granted under this clause 21 commence when this Agreement is executed and continue despite the end of the Development Business.
- (4) Developer Parties:
- (a) Ratify and confirm anything an Attorney lawfully does under this clause 21; and
- (b) Must pay on demand all the Costs or other liabilities incurred by or on behalf of Franchisor or the Attorney under this clause 21.
Source: Item 23 — Receipts (FDD pages 58–262)
What This Means (2025 FDD)
According to Chatime's 2025 Franchise Disclosure Document, the franchisor or its officers are appointed as the attorney to act on behalf of the developer under specific conditions. This appointment is designed to ensure the developer fulfills its obligations under the Development Agreement.
Specifically, if the Developer breaches any part of the Development Agreement or any related collateral agreements, the Chatime Attorney is empowered to take necessary actions. These actions include executing and delivering documents, transfers, assignments, deeds, forms, notices, or other instruments. These actions specifically relate to the Marks and the Website. The Attorney can perform these actions in the name of and at the expense of either the Developer or the Guarantor.
The powers granted to the Attorney commence immediately upon the execution of the Development Agreement and remain in effect even after the Development Business ends. The Developer is obligated to ratify and confirm any actions that the Attorney lawfully undertakes under this clause. Furthermore, the Developer must cover all costs and liabilities incurred by Chatime or the Attorney while acting under this power of attorney.
This arrangement ensures that Chatime has the legal means to enforce the Development Agreement and protect its intellectual property. For a prospective Chatime developer, this means understanding that Chatime has significant power to act on their behalf if they fail to meet their contractual obligations, and they will be responsible for any costs incurred by Chatime in doing so.