Franchisee Agreement - MHC Academy

8/11/2019 Franchisee Agreement - MHC Academy

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BETWEEN:

Morpheus Human Consulting Private Limited

("the Company")

- and -

Your Company Name

("the Franchisee")

!"NCH#$E "%!EEMENT

This Franchise Agreement is made and entered into on 21st

Feb 2010, between Morpheus umanConsu!ting #t$ %td$, and &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Confdential and proprietary o Morpheus Human Consulting Pvt. Ltd.


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' C TA%*+

To simp!i y the !anguage in this Franchise Agreement, "we" or "us" or "our" or "the ranchisor"

means Morpheus uman Consu!ting #t$ %td$ - "you" or "the ranchisee" means the person who

buys the ranchise$

.e own a trade name, !ogo/symbo! and a motto, inc!uding but not !imited to the phrase "Morpheus

Consu!ting" M C M C Academy M C *ms M C e!p "Ta!ent rom ome" and the

!ogo/symbo! at the top o this page (hereina ter co!!ecti#e!y ca!!ed " ranchise mar s")$

.e ha#e de#e!oped a system or the e ecti#e operation, promotion and assistance o our

recruitment process in#o!#ed in e ecti#e!y doing recruitment business (hereina ter co!!ecti#e!y

ca!!ed "our system")$

3ou desire to enter into the business o operating a Morpheus uman Consu!ting #t$ %td$ under

our system and wish to buy a ranchise rom us or that purpose$

3ou understand and ac now!edge the importance o our high standards o 4ua!ity, c!ean!iness,

appearance, and ser#ice and the necessity o operating any ranchise you recei#e rom us in

con ormity with our standards and speci ications$

T ' F5' , T A'T * T5 T * F'A6C * A7' M 6T 85 ' 93 A7' A* F5%%5.*+

$e&tion - '( %rant o) ran&hise

.e hereby grant to you sub:ect to the terms and conditions o this ranchise agreement, the right,

!icense, and pri#i!ege to operate a Training Firm (hereina ter re erred to as the " ranchise

business"), $using our ranchise mar s and our system so!e!y in connection with the ranchise

business and on!y at the !ocation we appro#e or you as speci ied in this Franchise Agreement$

3ou sha!! !ease or ac4uire, as you choose, on your own account a !ocation or the ranchise

business, sub:ect to our prior written appro#a! both o the !ocation and o the !ease or purchase

agreement be ore you commit yourse! $ .e wi!! ad#ise you about #arious sites you identi y$ 3ou

sha!! not re!ocate the ranchise business without our prior written consent$

$e&tion *( Term and !ene+al

;cept as otherwise pro#ided herein, the term o this Franchise Agreement sha!! e;pire 1 year

rom the date at which you and we ha#e both signed it$



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3ou may, at your option, at the end o a term, renew this Franchise Agreement or one additiona!

consecuti#e term o 1 year at no renewa! cost, sub:ect to the o!!owing conditions that must be met

prior to renewa!+

a$ 3ou must not be in de au!t o any o the terms o this Franchise Agreement$

b$ 3ou must gi#e us written notice o your e!ection to renew not !ess than days prior to the end o the initia! term$

c$ 3ou must e;ecute a new Franchise Agreement, which sha!! be in the orm that we are then

o ering ranchisees, which may contain materia!!y di erent terms rom the terms in this Franchise

Agreement, e;cept+ (1) the Agreement shou!d be renewed not !ess than


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ach wee or the irst 0 days a ter you open your store, we wi!! te!ephone you to discuss your

operationa! prob!ems$ As we deem it ad#isab!e, we wi!! maintain sta to ad#ise you in the genera!

operation o your ranchise business$

From time to time, we wi!! identi y and de#e!op new products and ser#ices or you to pro#ide in

your ranchise business and pro#ide you with the necessary in ormation about those new products

and ser#ices$

As we de#e!op operations manua!s or operation o your ranchise business, we wi!! !oan you copies

o them$ owe#er, any and a!! such manua!s remain our property and are con identia! and

constitute trade secrets be!onging to us, a!one$ .hi!e these manua!s may be modi ied, any such

modi ications wi!! not a!ter your status and rights under this Franchise Agreement$

.e wi!! see to maintain high standards o 4ua!ity, appearance, and ser#ice throughout our

Morpheus uman Consu!ting #t$ %td$ system, conduct inspections o your ranchise business and

others, and e#a!uate the products so!d and ser#ices rendered thereinBBa!! as we deem ad#isab!e$

.e may, but are not ob!igated to pro#ide you any other super#ision, assistance or ser#ices prior to

the opening o your ranchise business or throughout the term o your Franchise Agreement$

A!! our ob!igations under this Franchise Agreement are to you, the ranchisee, speci ica!!y, and to

no one e!se, without our prior written appro#a!$

.e reser#e the right to a!!ow Morpheus uman Consu!ting #t$ %td$ ranchises to be p!aced with

other re!ated e;isting businesses when we conc!ude in our abso!ute discretion that the association

wi!! be bene icia! to us$

B: $ignage:

3ou wou!d disp!ay a sign board o at !east =; s4uare eet outside your o ice or which the artwor

wou!d be pro#ided by us$ 3ou wou!d ensure to o!!ow the same so as to not !oose out on the

bene its mentioned be!ow$

A+ 6o *tationery printed or you$

9+ 6o mentioning o detai!s on any communication done with the c!ient$

C+ Any other representations done in the company$

C: $tationery:

Franchise wou!d not print out A63 $T"T#.NE!Y which has Morpheus %ogo printed !oca!!y at yourbranch unti! and un!ess it is appro#ed by us$



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Morpheus wou!d print !etterheads / en#e!opes / business cards (1 B branch and the other or the

Centre ead) with a prede ined 4uantity !imit or your respecti#e branch$ .e wou!d be re4uiring

A+ Comp!ete Address or the branch$

9+ 5ne !and !ine number dedicated to branch operations$

C+ 5ne Ce!! phone dedicated to branch operations$

: Bran&h Timings:

A!! branches operating under Morpheus brand ha#e to be operationa! or D producti#e hours$ !ease

note that we can wor or two set o timings

+ +


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.e reser#e the right to a!!ow Morpheus uman Consu!ting #t$ %td$ ranchises to be p!aced with

other re!ated e;isting businesses when we conc!ude in our abso!ute discretion that the association

wi!! be bene icia! to us$

/( ran&hisee0s ees

3ou sha!! pay us a non re undab!e 's$ D0,000$00 10$


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on!ine support or a no charge$ 3ou wou!d buy Iob orta! d and data base access at your own

discretion and the cost wou!d be entire!y borne by you$

As and when Morpheus decides to use ser#ices o third party so tware or introduce a new product

or ser#ice or the bene it o the o#era!! business, the according cost decided by Morpheus or the

same wi!! ha#e to borne by the ranchisee$

A!! o the ees imposed on you by this section are payab!e to us and are nonBre undab!e$

$e&tion 1( $ome o) Your "dditional uties

8uties, ob!igations, promises and warranties you ma e to us in addition to those stated e!sewhere

this agreement are as o!!ows+

3ou understand, ac now!edge and accept that e#ery detai! o the ranchise business is important to

you, to us and to other ranchisees in order to maintain high uni orm operating standards, to

increase demand or the goods and ser#ices so!d by a!! our ranchisees, and to protect our

reputation and goodwi!!$

3ou and your emp!oyees sha!! a!so attend such re resher courses, seminars, and other training

programs as we may reasonab!y re4uire rom time to time$ .e wi!! pro#ide instructors and training

materia!s or a!! re4uired training programs$ 3ou or your emp!oyees are responsib!e or a!! other

e;penses you or your emp!oyees incur in connection with any such training programs, inc!uding,without !imitation, the costs o transportation, !odging, mea!s, and wages$

3ou must eep the business open and in norma! operation or such minimum hours and days$ as

we may rom time to time speci y in writing$

3ou e;press!y grant us and our agents the right to enter the ranchise business premises at any

reasonab!e time, with or without notice, to inspect, photograph or #ideotape the ranchise business

premises, e4uipment, operations and records$ 3ou agree to cooperate with our representati#es in

such inspections by rendering such assistance as they may reasonab!y re4uest,@ and, upon

reasonab!e notice rom us or our agents, to ta e such steps as they direct to immediate!y correct

the de iciencies detected during any such inspection$

$e&tion 2( ran&hise Mar3s

.e own ranchise mar s that you ac now!edge ha#e #a!ue$

.e grant you the right to use our ranchise mar s on!y during the term o this Franchise

Agreement and on!y according to the o!!owing terms and conditions+



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a$ 3ou sha!! use on!y the name, mottos and !ogos/ symbo!s that we designate and !icense to you

in the operation o the ranchise business, and you sha!! use them on!y in the manner we authori?e

and permit$ Any unauthori?ed use thereo sha!! constitute an in ringement on our rights$

b$ 3ou sha!! e;ecute any documentsJ we deem necessary to obtain or maintain protection o our

mar s or to maintain their continued #a!idity and en orceabi!ity$

c$ 3ou sha!! not direct!y or indirect!y contest the #a!idity o our ownership o the ranchise mar s$

d$ 3ou must immediate!y noti y us o any use o or c!aim o right by any third party to any o our

ranchise mar s or to any such mar that is con using!y simi!ar to any o the ranchise mar s

!icensed to you$ 3ou must not communicate with anyone e!se other than us,or our counse! in

connection with any such cha!!enge or c!aim$

e$ n the e#ent that !itigation in#o!#ing our ranchise mar s is instituted against you, you must

prompt!y noti y us and sha!! cooperate u!!y with us in de ending or sett!ing such !itigation$

3ou understand and ac now!edge that+

$ 3our use o the ranchise mar s pursuant to this Franchise Agreement does not gi#e you any

ownership interest or other interest in or to those ranchise mar s, e;cept the !icense granted

here$ Kpon e;piration or termination o this Franchise Agreement and the !icense granted here, no

monetary amount wi!! be assigned as attributab!e to any goodwi!! associated with your use o oursystem or our ranchise mar s$

$e&tion 4( Your "&&ounting and !e&ord3eeping uties

8uring the term o this Franchise Agreement and any necessary time period a terwards, you sha!!

maintain and preser#e or at !east < years rom their preparation date, u!!, comp!ete, and accurate

boo s, records and accounts in accordance with genera!!y accepted accounting principa!s, which

sha!! a!so be in the orm and manner we prescribe rom time to time in writing$

$e&tion 5( "dvertising

3ou and we recogni?e the importance o ad#ertising and the importance o standardi?ing our

ad#ertising e orts to promote the goodwi!! and pub!ic image o the Morpheus uman Consu!ting

#t$ %td$ system$

.e wi!!, rom time to time, de#e!op ad#ertising and promotiona! p!ans and materia!s as we deem

appropriate$ .e wi!! pro#ide #ideocassette te!e#ision ad#ertisements, script or radio ad#ertising,

ad s!ic s or printed ad#ertising, art wor or ye!!ow page ads, and such other ad#ertising materia!or your use as we deem appropriate$ 3ou wi!! use no ad#ertising materia!s without our appro#a!$



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Ad#ertising at a !oca! !e#e! wou!d be unded by you where as the content and the design wou!d be

pro#ided by us$

.e sha!! endea#our to conduct a!! mar eting, merchandising, ad#ertising and promotion p!ans in a

digni ied manner to enhance the good wi!! o the entire Morpheus uman Consu!ting #t$ %td$

system$

$e&tion 67( Trans)ers o) #nterests

3ou understand, ac now!edge and accept that the rights and duties speci ied in this Franchise

Agreement are persona! to you$ .e grant you this ranchise in re!iance on your business s i!!,

inancia! capacity, and persona! character$ There ore, neither you nor any successor o yours or any

part o your interest in your ranchise business sha!! se!!, assign, trans er, con#ey, gi#e away,

p!edge, mortgage, or otherwise encumber any direct, or indirect interest in your ranchise business

without our prior written consent- the on!y e;ception to this re4uirement or our prior written

consent is i your ranchise business becomes a pub!ic!y owned corporation, then our written

consent is not re4uired or a trans er o shares in that pub!ic!y he!d@ corporation$ Any purported

assignment or trans er, by operation o !aw or otherwise, not ha#ing our prior written consent sha!!

be nu!! and #oid and sha!! constitute a materia! breach o this Agreement$

.e ha#e an abso!ute right o irst re usa! on any trans er o any interest in the ranchise business$$

.e ha#e the abso!ute right to trans er or @assign a!! or any part o our rights or ob!igations under

this Franchise Agreement to any person or !ega! entity$

$e&tion '6( e)ault 8 Termination +ithout Chan&e to Cure

3ou sha!! be deemed to be in de au!t o this Franchise Agreement, and a!! rights granted you herein

sha!! automatica!!y terminate upon immediate notice o termination without an opportunity or you

to cure, i any o the o!!owing occurs+

a$ Any o the principa!s o the ranchisee or the ranchise business is dec!ared ban rupt or

:udicia!!y determined to be inso!#ent, or a!! or a substantia! part o the assets thereo are assigned

to or or the bene it o any creditor, or admits inabi!ity to pay debts as they come due-

b$ 3ou abandon the ranchise by ai!ing to operate the ranchise business or i#e consecuti#e

days during which you are re4uired to operate the ranchise business under the terms o the

Franchise Agreement, $or any shorter period a ter which it is not unreasonab!e under the acts and

circumstances or us to conc!ude that you do not intend to continue to operate the ranchise

business, un!ess such ai!ure to operate is due to ire, !ood, earth4ua e or other simi!ar cases

beyond your contro!-



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c$ .e and you agree in writing to terminate the ranchise-

d$ 3ou ma e any materia! misrepresentations re!ating to the ac4uisition o the ranchise business

or you engage in conduct which re !ects materia!!y and un a#ourab!y upon the operation and

reputation o the ranchise business or our system-

e$ 3ou ai!, or a period o 10 days a ter noti ication o noncomp!iance, to comp!y with any edera!,

state or !oca! !aw or regu!ation app!icab!e to the operation o the ranchise business-

$ 3ou, a ter curing any ai!ure in accordance with *ection 1


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Kpon termination or e;piration o this Franchise Agreement, a!! rights granted hereunder to you

sha!! orthwith terminate, and you sha!! immediate!y cease to operate the ranchise business under

this Franchise Agreement$

3ou wou!d then immediate!y and permanent!y cease to use, in any manner whatsoe#er, any

con identia! methods, procedures and techni4ues associated with our system and the ranchise

mar s and distincti#e orms, s!ogans, signs, symbo!s, and de#ices associated with our system-

pro#ided, howe#er, that this section sha!! not app!y to the operation o any other ranchise

business under our system which may be granted by us to you$

3ou sha!! ta e such action as may be necessary to cance! any assumed name or e4ui#a!ent

registration which contains the ranchise mar or any other ser#ice mar or trade mar o ours$

3ou sha!! prompt!y pay a!! sums owing to us and our subsidiaries and a i!iates$ 3ou sha!!

immediate!y de!i#er to us a!! writings, records, i!es, instructions, correspondence, and a!! materia!s

re!ating to the operation o the ranchise business$

$e&tion ',( Your Management .9ligations

8uring the term o this Franchise Agreement and any e;tension thereo , either you wi!! de#ote your

u!!Btime energy and best e orts to the management and operation o the ranchise business or

you wi!! designate an "on premises" manager who wi!! de#ote his u!!Btime energy and best e orts

to the management and operation o the ranchise business$ 9e ore any such "on premises"

manager may assume any duties on your beha! , he must comp!ete the training program we o er

and then you must recei#e our appro#a! o him in writing$

$e&tion '/( Covenant Not to Compete

3ou ac now!edge, understand and accept that by entering into this Franchise Agreement you wi!!

come into possession o #a!uab!e trade secrets that be!ong to us$ These trade secretsBBour

corporate phi!osophy, pricing and in#entory strategy, our system, inc!uding but not !imited to

systems or operation and any manua!s or operation that we may prepare and pro#ide to you

through the term o this Franchise Agreement, which summari?e aspects o our proprietary

in ormation and now how each and a!! o which are essentia! to our continuing success as a

corporation o retai! stores se!!ing recruitment ser#ices$ 3ou a!so ac now!edge, understand and

accept that your entire now!edge o our processes, ser#ices and products, a!! proprietary

ormu!ations, techno!ogy, nowBhow and the operation o this ranchise business is deri#ed by you

rom the in ormation we disc!ose to you and that such, in ormation is proprietary and con identia!

and a trade secret o ours$ 3ou agree to strict!y adhere to and abide by a!! procedures we estab!ish

to maintain the secrecy o a!! such trade secrets$



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t wou!d be e;treme!y harm u! to our competiti#e position in the industry, i any o our trade

secrets were e#er di#u!ged to any o our competitors, direct!y or indirect!y$

You +ould 9e in a N.N < Compete "greement )or a period o) 2 months )rom the date o)

e;piration o) "greement( Non Complian&e +ould lead to legal a&tion against the

individual or the )irm +ho has signed the "greement( Non Compete means a non

dis&losure o) our manuals= &ourses= )ormats and any other )orms +here +e hold our

rights( You +ould not 9e involved in the same )orm o) 9usiness or a 9usiness +hi&h

&omplements our 9usiness )or a period o) 2 months(

$e&tion '1( orm )or "pprovals

.hene#er this Franchise Agreement re4uires appro#a! by us o any action that you want to ta e,

you must obtain our appro#a! in ad#ance and in writing or it to be e ecti#e$ 6o wai#er by us is

e ecti#e un!ess you disc!ose the breach be ore see ing a wai#er rom us, and our wai#er is in

writing$

$e&tion '2( Noti&es

Any notice re4uired to be gi#en under this Franchise Agreement may be gi#en by persona! de!i#ery

in writing or by certi ied or registered mai!, postage prepaid, return receipt re4uested$ 6otice sha!!

be deemed communicated as o actua! receipt$ Mai!ed notices sha!! be addressed as set orth

be!ow, but each party may change his address by written notice in accordance with this section$

To Ks+

Lai!ash *hahani, M8

Morpheus uman Consu!ting #t$ %td$

1=>, *agar a!a?io Comp!e;,*a ina a Iunction,

Andheri Lur!a 'oad, Andheri ( ),Mumbai =000H2, ndia$

To 3ou+

Your Name>Company Name 8 "ddress

$e&tion '4( No Waiver #s Continuous

3ou and we agree that time is o the essence in this Franchise Agreement, and any wai#er by us o

the prompt and punctua! per ormance o any term, condition or co#enant hereo sha!! not be



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construed to be a wai#er o the prompt and punctua! per ormance o the same or any other term,

condition or co#enant subse4uent!y when due$

$e&tion '5( "&3no+ledgements 8 !epresentations By You

3ou ac now!edge that you ha#e conducted an independent in#estigation o this ranchise business

opportunity and recogni?e that the business #enture contemp!ated by this Franchise Agreement

in#o!#es substantia! business ris s and that your success wi!! be !arge!y dependent upon your

abi!ity as an independent businessperson$ .e e;press!y disc!aim ma ing, and you ac now!edge

that you ha#e not recei#ed, any warranty or guarantee, e;press or imp!ied, as to the potentia!

#o!ume, pro it or success o the ranchise business contemp!ated by this Franchise Agreement$

3ou ac now!edge that you recei#ed a comp!ete copy o this Franchise Agreement and our 5 ering

Circu!ar on the ranchise business at !east ten business days be ore the date on which this

Franchise Agreement is signed$

3ou ac now!edge that you ha#e read and understood this Agreement and the 5 ering Circu!ar we

pro#ided you$ 3ou a!so ac now!edge that we ha#e a!!owed you amp!e time and opportunity to

consu!t with attorneys, accountants and business ad#isors o your own choosing about the

potentia!, serious ris s o pursuing your ranchise business$ 3ou ac now!edge that we ha#e urged

you to see !ega! ad#ice be ore signing this Franchise Agreement$

3ou represent that any inancia! statement you ga#e us showing you ha#e su icient assets to meet

our estimated initia! re4uired in#estment, e;c!usi#e o e4uity in your residence, is accurate as o

the date you sign this Franchise Agreement$

$e&tion '7( ?oint and $everal Lia9ility

A!! o the terms o this Franchise Agreement, inc!uding a!! co#enants, conditions, promises,

commitments, ob!igations and ac now!edgments herein accepted, made, entered into or

underta en by you, the ranchisee, are deemed :oint and se#era! !iabi!ities o each o those signing

this Franchise Agreement on beha! o you, the ranchisee$

$e&tion *6( %overning La+

This Franchise Agreement sha!! be deemed to ha#e been entered into in the *tate o Maharashtra,

County o ndia, and a!! 4uestions o the #a!idity, interpretation, or per ormance o any o its terms

or o any rights or ob!igations o the parties to this Franchise Agreement sha!! be go#erned by

ndian ena! !aw$



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$e&tion *'( "r9itration

A!! 4uestions and disputes with respect to rights and ob!igations and a!!eged breaches o theparties arising under the terms o this Franchise Agreement must be reso!#ed by binding

arbitration$ Any such issue sha!! be submitted to binding arbitration upon the written re4uest o

one party a ter ser#ice o that re4uest on the other party$ The cost o the arbitration sha!! be borne

by the !osing party$ The parties agree that any arbitration between them sha!! in#o!#e their

indi#idua! c!aims on!y and that any c!aims sub:ect to arbitration sha!! not be arbitrated on a c!ass

action basis$ Any arbitration pursuant to this *ection sha!! ta e p!ace in Mumbai, Maharashtra$

the parties cannot agree on the arbitrator, then the arbitrator wi!! be appointed by the residing

Iudge o the Mumbai igh Court, upon petition by either party to this Franchise Agreement$ 5ther

than as speci ica!!y pro#ided in this Franchise Agreement, the pro#isions o the Maharashtra

Arbitration Act sha!! contro! the arbitration proceedings ( ndian ena! Code)$ 3ou do hereby wai#e

a!! 4uestions o persona! :urisdiction or #enue or the purpose o carrying out this section$

$e&tion **( Entire "greement

This Franchise Agreement is prepared in two counterparts, each o which ser#es as an origina!, and

the parties each ac now!edge receipt o one counterpart$

$e&tion *,( T+o Counterparts

This Franchise Agreement, consisting o 1 pages, inc!uding this page, is the entire contract

between you and us concerning your ranchise business$ Any amendment or modi ication to this

Franchise Agreement must be in writing to be e ecti#e$ 6o other agreement, statement or promise

made by any party, its o icers, agents, ser#ants or emp!oyees to any other party or to any o its

o icers, agents, ser#ants or emp!oyees sha!! be #a!id or binding$

6 . T6 ** . ' 5F, the parties ha#e signed this Franchise Agreement as o the date set orth

be!ow$



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8AT 8+ 2010

Franchisor Franchisee

Morpheus uman Consu!ting #t$ %td, &&&&&&&&&&&&&&&&&&&&&&

1=>, *agar a!a?io Comp!e;, &&&&&&&&&&&&&&&&&&&&&

*a ina a Iunction, &&&&&&&&&&&&&&&&&&&&&

Andheri Lur!a 'oad, Andheri ( ), &&&&&&&&&&&&&&&&&&&&&&

Mumbai =000H2, ndia

Lai!ash *hahani, M89y&&&&&&&&&&&&&&&&&&&&&


Documents

Franchisee Agreement - MHC Academy