Agreement for business franchise by the law office

TLO Confidential - Version- I- of 2014 Page 1 of 63

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Effective Date: ________________ Reference# __________________

ABC Name of the Document: Agreement for Business Franchise

Revision History: Sr. No

Preliminary Description Remark / Details

1. Version I 2.

Name of the parties who singing this Agreement

1. 2.

Director/ Partner/Proprietor

3 Name of the Partner or Administrator , Legal hairs

1. 2. 3. 4. 5.

Partner/Administrator/ Legal hairs.

4 Documents attached to this Agreement

1.Cheques# Date___ 2.Payment Receipt# 3.Outlate Plan 4.List of Equipment 5.List of Employee

5 Schedules in the Documents Two I & II mark as L-1 and L-2

6. Enforcement From_____________ To_______________________ 7. Drafted by and Date The law Office “TLO” April,2014

For Office Use Only



AGREEMENT FOR BUSINESS FRANCHISE

THIS AGREEMENT made this----------day of ---------------------------------------

2014

BY and BETWEEN:

XYZ Pvt Ltd, a company registered under company act, 1956, having its

registered office at _________________________ (for short “ABC”) and know with

its Brand name “TLO” as a “FIRST PART”

AND

M/s.------------------------------------------------------------------------------------------

including all its branch offices, (for short “________”)(hereinafter referred to as

“FRANCHISE”) as “SECOND PARTY” and collectively or jointly as a “Parties”

RECITALS–CAVEAT

I. ABC over the course of years has developed a unique method for

preparing and marketing food products pursuant to trade secrets,

standards and specifications designed to maintain a consistent high

class of product, service and national image. ABC has also developed and

owns certain trademarks and service marks which have a national

reputation. FRANCHISE voluntarily recognizes the value of the system,

the trademarks and continued uniformity of image to himself, to ABC

and to other FRANCHISEs of ABC outlets. In order to enhance the value



of the method and trademarks and goodwill associated therewith, this

Agreement places detailed and substantial obligations on the

FRANCHISE including strict adherence to ABC ’s reasonable present and

future requirements regarding menu items, advertising, physical

facilities, etc. Future improvements may be required in the Outlet, and

certain provisions apply to other ABC outlets under common control with

the Outlet. The rights granted to the FRANCHISE are for a limited time.

Their value derives principally from certain ABC trademarks and

associated goodwill, designs, systems and processes developed at

considerable expense and effort

II. It is a contractual relationship between ABC and a franchisee whereby

ABC may permit a franchisee to make use of its Brand name, trademark,

good will, designs, systems ,processes, standards and commercial

know-how in return for a franchisee fee along with other applicable

charges attached to a license, initially or revised, or communicated to

the FRANCHISEE time to time,

III. That the ABC not intended to sale the good will i.e. “Briyani Gully” to the

Franchisee but intended to grant the limited use for a specific period of

the goodwill as per terms and conditions stipulated in this agreement.

The FRANCHISE ACKNOWLEDGES THAT:

1. THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN

INVOLVES SUBSTANTIAL RISKS AND DEPENDS UPON THE ABILITY OF

THE FRANCHISE AS AN INDEPENDENT BUSINESSMAN AND HIS



ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS,

AND

2. NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN

GIVEN AS TO THE POTENTIAL SUCCESS OF SUCH BUSINESS

VENTURE OR THE GROSS REVENUES, VOLUME OR EARNINGS

LIKELY TO BE ACHIEVED, AND

3. NO STATEMENT, REPRESENTATION OR OTHER ACT, EVENT OR

COMMUNICATION, EXCEPT AS SET FORTH HEREIN, IS BINDING ON

ABC IN CONNECTION WITH THE SUBJECT MATTER OF THIS

AGREEMENT.

OPERATING PART

1. Definitions :- In this Act unless the context otherwise requires:-

(a) Effective Date means the date of this Agreement when this Agreement

has been signed by both the Parties hereto or _________ 2014, which

ever is earlier.

(b) “Food” means any substance, whether processed, partially processed

or unprocessed, which is proposed for human consumption,

(c) “food additive” means any substance not normally consumed as a

food by itself or used as a typical ingredient of the food,



(d) “adulterant” means any material which is or could be used for

making the food unsafe or sub-standard or mis-branded or containing

extraneous matter;

(e) “food safety” means assurance that food is acceptable for human

consumption according to its intended use;

(f) “advertisement” means any audio or visual publicity, representation

or pronouncement made by means of any light, sound, smoke, gas,

print, electronic media, internet or website and includes through any

notice, circular, label, wrapper, invoice or other documents;

(g) “consumer” means persons and families purchasing and receiving

food in order to meet their personal needs;

(h) “extraneous matter” means any matter contained in an article of food

which may be carried from the raw materials, packaging materials or

process systems used for its manufacture or which is added to it, but

such matter does not render such article of food unsafe;

(i) “Outlet” means a store that sells product of “ABC”, under the brand

name TLO, under FRANCHISE agreement, to the consumer,

(j) “Original Recipe” means set of directions with a list of ingredients for

making or preparing food,

(k) Optional Products means and includes soft drink, chips, wafer,

chocolates which are not required to be sold without prior express

written approval from ABC,



(l) “Best before” means the date which signifies the end of the period

under any stated storage conditions during which the food shall

remain fully marketable and shall retain any specific qualities for

which tacit or express claims have been made and beyond that date,

the food may still be perfectly safe to consume, though its quality may

have diminished.

(m) “Date of manufacture” means the date on which the food becomes

the product

(n) “Date of packaging” means the date on which the food is placed in

the immediate container in which it will be ultimately sold;

(o) . “Non- Vegetarian Food” means an article of food which contains

whole or part of any animal including birds, fresh water or marine

animals or eggs or products of any animal origin, but excluding milk

or milk products, as an ingredient;

(p) “Vegetarian Food” means any article of Food other than Non-

Vegetarian Food as defined in(n) of clause 1

(q) “label” means any written, marked, stamped, printed or graphic

matter affixed to or appearing upon, any container containing food

item related to ABC;

(r) . “Prepackaged” or “Pre-packed food”, means food, which is placed in a

package of any nature, in such a manner that the contents cannot be

changed without tampering it and which is ready for sale to the

consumer



(s) “Use – by date” or “Expiry date” means the date which signifies the

end of the estimated period under any stated storage conditions, after

which the food probably will not have the quality and safety attributes

normally expected by the consumers and the food shall not be sold;

(t) “MRP” means the maximum retail price of any product, no product

shall be sell beyond the MRP,

(u) "goodwill" shall mean the goodwill of the business;

(v) GROSS SALES means:

1) all revenue derived from the sale, at regular selling prices before

any discounts or allowances, of any food, merchandise, and

services, from the ABC ;

2) all income of every kind and nature related to the , FRANCHISE,

and/or MARKS, even if derived from sales or activities not

permitted by this AGREEMENT;

3) the fair value of any non-monetary consideration received by

FRANCHISE for any food, merchandise, and services, from the

Outlet, which are bartered, traded or otherwise exchanged by

FRANCHISE for valuable goods or services; and

4) all proceeds of any business interruption insurance policies

related to the FRANCHISE.

i. Specifically excluded from "GROSS SALES" are:



a) the incidental sale of gift cards or coupons (or

any similar redemption device), if authorized by

ABC ; provided however that goods and services

purchased with gift cards or coupons (or any

similar redemption device) shall be included in

GROSS SALES, to the same extent as if paid for

with cash;

b) sales taxes, excise taxes, or other taxes added

to the selling price of any item or service, if

actually collected from customers and

transmitted to a governmental taxing authority;

provided however any tax rebate, allowance, of

discount shall be part of GROSS SALES to the

extent received, taken, or realized by

FRANCHISE;

c) Any extraordinary sale of equipment or fixtures

used in the FRANCHISE outlet.

d) Charge Sales Each charge sale or credit sale

shall be included in "GROSS SALES" at the time

the sale is made, without regard to whether

payment is actually collected.

2. SALES AWAY FROM THE OUTLET



This AGREEMENT does not permit FRANCHISE to sell any food,

merchandise or services away from the Outlet. If FRANCHISE is

authorized by ABC , or without such authorization, sells food,

merchandise or services associated with the MARKS away from the

Outlet, then the revenues from those sales will be part of FRANCHISE'S

GROSS SALES, and FRANCHISE shall comply with the procedures

established by ABC to ensure that any such GROSS SALES are properly

captured, or otherwise reported to the ABC

3. REPORTING GROSS SALES

FRANCHISE shall accurately report its GROSS SALES and such other

information as ABC requires, on a weekly basis, or some other periodic

basis specified from time to time by ABC , using a form prescribed by

ABC , supported by whatever documentation FRANCHISE reasonable

requires. Unless ABC specifies otherwise, FRANCHISE will report its

GROSS SALES every Monday, reflecting sales for the preceding week. In

lieu of requiring FRANCHISE to report GROSS SALES, ABC may

determine FRANCHISE'S GROSS SALES based on data.

4. ESTIMATING GROSS SALES

(a) If FRANCHISE at any time fails to timely report its GROSS SALES,

then in addition to any other remedies that ABC may have under this

AGREEMENT, ABC will have the right to in good faith estimate



FRANCHISE'S GROSS SALES, multiply the good faith estimate of

GROSS SALES by _______50% to arrive at an adjusted estimate of

GROSS SALES, and invoice and collect amounts due from

FRANCHISE on the basis of the adjusted estimate of GROSS SALES. If

FRANCHISE, within 30 days following Outlet invoicing or otherwise

notifying FRANCHISE that ABC has estimated FRANCHISE'S GROSS

SALES , reports its GROSS SALES for the period that had not been

timely reported, then the parties will reconcile any difference between

the amount reported and the adjusted estimate of GROSS SALES;

otherwise the adjusted estimate of GROSS SALES will become final

and binding. FRANCHISE agrees that this provision is reasonable,

and that the adjusted estimate of GROSS SALES shall be deemed

liquidated damages, and not a penalty, based on the difficulty of

accurately estimating GROSS SALES based on prior reporting period

5. EFFECTIVE DATE

5.1The terms of this agreement shall be for a period of five years (5 years)

commencing with effect from ----------------------------------------

(hereinafter to be referred as the “Effective Date”) and ending on-------

-- (the “Term”). FIRST PARTY and the FRANCHISE amicably shall

have the option to renew this agreement and shall be exercisable at

least Six Months (6 Months) prior to the expiry of the Term. In the

event, this Agreement shall be renewed on term and consideration as

decided by the parties to this agreement so as to include the incentive



and increased percentage of share of the FRANCHISE depending upon

its growth of the business

6. CONSIDERATION:

6.1 In consideration of SECOND PARTY granting to the FRANCHISE a

non exclusive right to operate a Business, and a non-exclusive

license to use the System and Marks solely and exclusively in the

operation thereof for a period of mentioned above in accordance with

the terms and conditions stated in this agreement, the FRANCHISE

shall pay ---------------------- The consideration will be payable with

effect from --------------

6.2 That ABC, will provide the agreed listed food products or substance, (

incorporated in the Briyani Gully Menu or otherwise), at a discounted

rate of __________%, and the Franchise, shall sale the same at the

Menu price, only, subject to applicable discounts, scheme, expressly

written and communicated to the franchise, time to time

6.3That the Franchise, shall not sale any of the food stuff under the

brand name of Briyani Gully, less then Menu price, provided

applicable discount and scheme, expressly communicated in writing

by ABC to franchise and not more than Maximum Retail Price, as pr

Briyani Gully Menu

7. LICENSE



7.1Subject to the limitations elsewhere in this Agreement, ABC hereby

grants to the FRANCHISE during the License Term the right and

license (the “License”) to use at the Outlet certain trade names,

trademarks and service marks owned by ABC and to prepare and

market Approved Products at the Outlet (and only at the Outlet) only

in connection with products and services meeting ABC’s quality

standards through the use of processes and trade secrets

communicated by ABC

7.2The FRANCHISEE shall sell such Products and items and only such

Products and items as meet the uniform standards of quality and

quantity of ABC, as have been expressly approved for sale in writing

by ABC. The FRANCHISEE shall sell all approved Products pursuant

to a list approved (AnnexureL-1) and the FRANCHISEE shall not offer

for sale any other products, or item from the Premises. The

FRANCHISEE shall discontinue the sale of any items or any other

merchandise of any kind whatsoever if ABC in sole discretion,

prohibits in writing or communicate oral; Annexed as “AnnexureL-1”

7.3That the Franchise, shall maintained the require ABC standard

product and other products introduced into the system in

accordance with ABC Menu;



7.4The FRANCHISE shall take prior express written approval to sale the

optional products from the outlet, ABC may withhold such approval

at any time without disclosing any reason to the FRANCHISE,

7.5 Optional Products shall introduce by ABC at sole discretion, to the

FRANCHISE and ABC reserved exclusive right to provide list of any

brand of product which shall be sold from the outlet by the

FRANCHISE, and all the promotional \ marketing \ collaborative

revenue, benefits, discount, scheme etc, shall be received by the ABC,

and FRANCHISE can not claim any benefits arising out of it,

8. LIMITED OFF-SITE SALES

8.1The License does not include the right to sell any product for resale,

the right to sell any product at or from any place except the Outlet, or

the right to prepare or deliver any product at any place other than the

Outlet except for catering and special event sales made in strict

accordance with ABC’s catering and special event procedures, which

procedures are subject to reasonable changes from time to time by

ABC on at least 30 days’ notice. FRANCHISE shall give ABC at least

60 days’ (or such shorter period as may be reasonable under the

circumstances) advance notice of any special event sale (such as fairs,

athletic events and conventions)

8.2Except as provided above, during the License Term ABC shall not use

or license others to use any of the trademarks licensed hereunder, in



connection with the sale of any food products at any location within a

radius of one and one half miles of the Outlet, unless:

8.3 That the sales are made at locations which (at the time ABC or any of

its affiliates commits to buy, Agreement or franchise any such

location or locations) are outside of a circular area having the Outlet

as its center and within which __________ people reside or, in case of a

metropolitan area containing more than ____________ people, within

which _______ people reside or work, or both reside and work, or

8.4 That the sales are made in connection with special events, the

occurrence of which ABC notifies FRANCHISE with sufficient time for

FRANCHISE to meet the requirements mentioned above, and

FRANCHISE chooses not to make such sales. If FRANCHISE does not

notify ABC of its intention to make sales at a special event as provided

above, then ABC may make such sales itself or license others to make

them.

9. USE OF TRADE MARK AND GOODWILL

9.1FRANCHISE will strictly comply with the requirements and

instructions of ABC regarding the use of the trademarks, trade

names and service marks in connection with the Approved Products

and the Outlet. The FRANCHISE acknowledges that the goodwill

associated with ABC’s trademarks, service marks and trade names is



and will remain the exclusive property of ABC and that the

FRANCHISE will derive no benefit from such goodwill except through

profit received from the operation or possible sale of the Outlet during

the License Term, which is subject to early termination as set forth

herein. Any enhancement of the goodwill associated with ABC’s

trademarks, service marks and trade names during the License Term

will inure to the benefit of ABC except to the extent of such profits, if

any, realized by the FRANCHISE during the License Term, following

which no value shall be attributable to any goodwill of ABC’s

trademarks, service marks and trade names acquired or enjoyed by

the FRANCHISE pursuant to this Agreement and all right to use

ABC’s trademarks, etc. shall revert automatically to ABC at no cost to

ABC.

10. TERMINATION AND CONSEQUENCES OF TERMINATION:

10.1 In principle the agreement has been executed for a period of five

year (5) years,

10.2 Provided that the ABC reserved the right to terminate the present

agreement on the following events when:

(a) the FRANCHISE failed to adhere any of the terms and conditions

stipulated in this agreement, or,

(b) the FRANCHISE act against the interest of ABC, including but

not limited to financial, reputation, quality stander of ABC,



dissatisfaction of customer, stipulated rules and guidelines issue

to FRANCHISE time to time, or like genesis,

(c) Violation of any license terms in accordance with this Agreement,

by the FRANCHISEE

10.3 ABC shall have the right to terminate this Agreement immediately

for any fraud, gross negligence or willful misconduct by the

FRANCHISEE, and the rights granted without prejudice to the

enforcement of any other legal right or remedy, immediately upon

giving written notice of such termination, in the event of such

immediate termination, the FRANCHISEE Fee, or any other deposited

amount by FRANCHISEE to ABC in any nature whatsoever; shall

forfeited by ABC,

10.4 Except for any fraud, gross negligence or willful misconduct by a

Party, in which case the Agreement shall be terminated immediately

by the other Party,

10.5 This Agreement may also be terminated by either Party in case of

force majeure. Termination of this Agreement shall be without

prejudice to any claim or rights of action previously accrued to a Party

against the other Party before such termination

10.6 In the event of termination, ABC will cease the distribution of the

Products from the date of termination

10.7 In the event of termination both Parties shall immediately

discontinue any usage of each other's intellectual property



10.8 The FRANCHISE amount shall stand forfeited and it shall have no

right on the date of termination to further use. The FRANCHISE on

termination shall return the above material provided to it by ABC

and also provide the reports / information as mentioned in the

obligations / deliverables.

11. Default and Termination

11.1 ABC may terminate this Agreement and all rights granted to

FRANCHISE under this Agreement without affording FRANCHISE

any opportunity to cure the default, effective immediately upon

notice to FRANCHISE (or upon such notice period or cure period

given by ABC in its sole discretion or required by Applicable Law),

upon the occurrence of any of the following events:

a. Insolvency. If FRANCHISE files a voluntary petition under

any bankruptcy, insolvency, or similar law, or consents to an

involuntary petition under any bankruptcy, insolvency, or similar

law filed against it, or an order approving an involuntary petition in

bankruptcy, insolvency, or similar declaration filed against

FRANCHISE.

b. Criminal Conviction. If the Franchise is convicted of a felony,

a crime involving moral turpitude, or any crime or offense that is

reasonably likely, in the sole opinion of ABC , to materially and



unfavorably affect the License Methods, Marks, goodwill or

reputation thereof:

c. Failure to Make Payments. If the FRANCHISE fails to pay

any amounts due the ABC or affiliates, within ten days after

receiving notice that such fees or amounts are overdue;

d. Misuse of Marks. If the Franchise misuses or fails to follow

the ABC ’s directions and guidelines concerning use of the ABC ’s

Marks and fails to correct the misuse or failure within ten days after

notification from the ABC ;

e. Repeated Non-Compliance. If the FRANCHISE has received two

previous notices for default by ABC and again in default of this

Agreement at any time during the terse of this Agreement, regardless

of whether the previous defaults were cured by the FRANCHISE.

f. Others. Any other covenant that the parties feel is sufficient cause

to terminate this Agreement.

12. NEW AGREEMENT UPON EXPIRATION

12.1 At the expiration of the term hereof, FRANCHISE may extend this

Agreement for successive five year (5 years) periods, provided that at

the time of expiration of the term hereof or the then curamount

extended term



12.2 FRANCHISE shall not have failed to remedy any breach specified

by ABC in any notice then outstanding under this agreement

12.3 FRANCHISE shall agree to make such capital expenditures as may

be reasonably required to renovate and modernize the Outlet and its

signs and equipment so as to reflect the image of Briyani Gully outlets

12.4 If renovation and modernization of the Outlet is not possible or

feasible, FRANCHISE shall relocate the Outlet within the area

described in this agreement thereto, or such other area as may be

approved by ABC in writing in accordance with ABC’s relocation

procedures.

12.5 All monetary obligations owed to ABC and its subsidiaries and

affiliates must be curamount at the time of renewal.

13. COMPLIANCE WITH STANDARDS, ETC.

13.1 The FRANCHISE represents that the Outlet has in all respects

been constructed, established and prepared to conduct business in

strict compliance with all plans, specifications and requirements

prescribed by ABC, and that any material deviations from ABC’s

standard plans, specifications, and requirements have been approved

in writing by ABC. At ABC’s request made at any time within one year

of the date of this Agreement, the FRANCHISE will promptly correct

any unapproved deviations



13.2 The FRANCHISE shall, consistent with the terms of this

Agreement, diligently develop the business of the Outlet and use his

best efforts to market and promote the Required Products and the

Optional Products which are offered for sale at the Outlet.

13.3 During the License Term, the FRANCHISE will strictly comply with

all reasonable standards, specifications, processes, procedures,

requirements, and instructions of ABC regarding the operation of the

business which now exist or may be established from time to time,

and FRANCHISE will take such action and precautions as necessary

to assure that:

(a) That the FRANCHISE or a fully trained and qualified staff

devotes his full time to the supervision, management and

operation of the Outlet

(b) That the FRANCHISE and employees at the Outlet attend

and complete such courses, programs and seminars at

such locations, as ABC may from time to time reasonably

require, in order that such persons may be fully trained

and instructed on a continuing basis in various aspects of

operating a ABC outlet, provided that ABC shall not bear

the salary, travel, hotel, meal, or other expenses of persons

attending

(c) That all Approved Products offered for sale at the Outlet are

prepared at the Outlet for sale to customers at the Outlet,



except that beverages, “side items” or _______________as

authorized by ABC, may be prepared elsewhere, but any

such authorization shall be subject to change or

termination by ABC, in exercise of its reasonable business

judgment, if it is found by ABC that preparation elsewhere

results in a lessening of the high quality of food products

required by ABC’s specifications

(d) That each additional Required Product introduced into the

franchised system as provided in this agreement, is offered

for sale on a continuing basis at the Outlet at the time and

in the manner required by ABC

(e) That no sale of any product except Approved Products is

solicited, accepted or made at or from the Outlet, and that

no products except Approved Products are prepared at the

Outlet, except when specifically authorized in writing by

ABC

(f) if requested by ABC on at least ninety ______________ days’

notice as part of a general program or standardization

effort by ABC, the marketing of any Optional Product is

discontinued, whereupon the discontinued product shall

cease to be an Approved Product, but FRANCHISE may

continue to sell such discontinued product with written

approval of ABC, which approval shall not be unreasonably



withheld taking into consideration such factors as

FRANCHISE’s investment in equipment used to prepare the

Optional Product and the potential loss in revenues to the

FRANCHISE from discontinuing the sale of such product

(g) only signs and menu boards, advertising and promotional

material, equipment, supplies, uniforms, paper goods,

packaging, furnishings, fixtures, recipes, and food

ingredients which meet ABC’s standards and specifications

(as established from time to time) are used at the Outlet or

in connection with its business

(h) all equipment, signs, menu boards, supplies, and other

items necessary in connection with adding new Approved

Products are acquired, installed and utilized (and that the

marketing of such new Approved Products begins) at the

Outlet as soon as possible consistent with the reasonable

requirements of ABC

(i) equipment, signs, menu boards, supplies, and other items

are added, eliminated, substituted, and modified at the

Outlet as soon as practicable in accordance with

reasonable changes in ABC’s specifications and

requirements

(j) the Outlet and everything located at the Outlet are

maintained in first class condition and repair and are kept



clean, neat and sanitary; the Outlet is adequately lighted

and is operated in a clean, wholesome and sanitary

manner consistent with ABC’s requirements; all

maintenance, repairs and replacements reasonably

requested by ABC or needed in connection with the Outlet

are promptly made; and all employees are clean and neat

in appearance

(k) no alterations of the Outlet affecting the image are

made except at ABC’s request or with ABC’s approval, and

that any such alterations strictly inform to specifications and

requirements established or approved by ABC

(l) the Outlet and its business will comply with applicable

laws and compliances, ordinances and governmental rules,

regulations and other requirements, which subsist at the time

of executing this agreement, and will be applicable after

executing this agreement, including but not limited to local

authorities approvals related to operations such as, shop &

Establishment, commercial approval, premises related

approvals health and sanitation requirements FSSAI, and that

ABC is advised promptly in the event of a conflict between this

requirement and any other requirement in or pursuant to this

Agreement



(m) the ABC shall remain immune from any violation of

any law, rule, or any other statutory compliances, require to

run the outlet legally by the FRANCHISE, the sole liability to

comply all the statutory and legal compliance with

FRANCHISE

(n) the Outlet is open for business every day during the

License Term during the hours reasonably specified by ABC,

except government holidays, or any other unwanted event

with FRANCHISE, or any such days as the Outlet is closed for

repairs,

(o) the employees, and the supplies and other items on

hand at the Outlet, are at all times sufficient to meet the

anticipated volume of business

(p) all debts and taxes in connection with the Outlet and

its business, except those duly contested in a bona fide

dispute, are paid when due, including but not limited to debts

payable to ABC and its affiliates

(q) all necessary and appropriate measures are taken to

avoid an unsatisfactory or equivalent safety, sanitation or

health rating at any time from any governmental agency or

authority, and that conditions or practices disapproved by any

such agency or authority are promptly corrected except that,

after consultation with ABC by FRANCHISE, FRANCHISE may



contest the action by such agency or authority as being

arbitrary, capricious, unfair, and unwise.

NOW THEREFORE this Agreement witnessed that in consideration of the

mutual covenants and agreements herein contained the parties hereto do

hereby covenant and agree with each other as follows:

Both parties as above have expressed a desire of entering in to a franchise

agreement to meet their respective objectives, which are set out here in below-

I. The ABC on its part has entered into the business of operating

quick-service restaurants usually have one priority: getting food to

the customer fast and with limited or no table-service. To operate

from multiple locations/outlets on national basis maintaining a

uniform standard facilities and offer consistent quality service using

highly regulated production systems, food suppliers and menu

development, including uniformity in the charges levied from the

customers for rendering the specified services.

II. “Franchise” on his part is interested in entering into the business of

operating as a service provider through their Food outlet and thus

carrying out the business of providing services to the customers as

quick-service restaurants

III. ABC is desirous of appointing “Franchise” to conduct, manage and

operate the services through their outlet at …………… as per the



uniform norms set up by ABC in respect of nature of services and

cost of services to the customer

IV. “Franchise” is desirous of taking over the services offered by ABC for

the purpose of its operations and management to carry out business

on the terms and conductions contained herein

V. The purpose of this Agreement is to set forth the terms and

conditions under which the parties to the Agreement shall conduct

themselves during the substances of Agreement

VI. The aforesaid Franchise arrangement would include payments such

as a franchise fee, royalty for use of trademarks and the system,

training expenses, advertisement contributions, etc, which needs to

be remitted to the ABC well on time as per guidelines set out, in the

event of delayed in remitting the said, shall attract the penalties

by__________% monthly, and during the period ABC may suspend the

operation (supply of approved product)of the FRANCHISE (use

penalties according to your need)

NOW, THEREFORE, the parties, in considerations of the convents,

undertakings and commitments set forth therein here by mutually agree as

follows,

14. SECTION 2: GRANT OF THE FRANCHISE

14.1 The “Franchise” warrants and represents that it is a company /

firm, validly existing and a good standing under the laws of India and



has all requisite power and authority to enter into this agreement with

ABC.

14.2 All the obligations of the “Franchise” under this agreement are

legal, valid and binding obligations enforceable in accordance with its

terms. There are no proceedings pending against the franchise, which

may have an advice effect on the ability of the franchise to perform

and meet its obligations under this agreement

14.3 On consideration of the “Franchise’s” applications and relying on

such assurances and representations that “Franchise” has made to it.

The ABC appoints the franchise as a franchise on the terms and

conditions set forth in this agreement

14.4 There is no product and/or service and/or territorial exclusivity

granted to the “Franchise” as part of this Agreement The FRANCHISE

cannot give such right or a similar right to persons other than with

the prior written consent of the “ABC” to sell products and services

anywhere including geographic area surrounding the premises

14.5 SERVICES, TERMS & CONDITIONS

(a) ABC would provide their entire range of Biryani by own or through

the service providers which includes logistics support, promotional

activity through online ads, offline ads, value added services and

premium services to the “Franchise”

(b) “Franchise” will act as a single point e-hub for all the services

provided by ABC falling within the purview of this agreement



(c) The entire business being on pre-payment basis ABC will supply

all the services based upon requests from “Franchise” up to limits

available for “Franchise”. Such limits will be equivalent to the

funds available from “Franchise” with the ABC at any point in

time and will keep reducing with every transaction corresponding

to the value of transaction. The ABC will enhance the limit of

FRANCHISE by amounts received by it from “Franchise” from time

to time

(d) All the services falling within the purview of this agreement will be

made to “Franchise” based upon standard conditions of sales as

set by. ABC for all its “Franchise” outlets from time to time. Such

conditions will generally be in line with conditions that are placed

upon ABC by various service providers and also as a result of

business decisions, legal and contractual requirements

(e) ”Franchise” will keep providing the services within the purview of

this agreement through their outlets exclusive with the ABC . The

”Franchise” will not enter into direct agreements with any other

services providers, aggregators, distributors or any similar entity in

India for this purpose, for the duration of this agreement. All the

items to be provided as combo meal will have to be procured from

the ABC itself with no exception

(f) The Intellectual Property rights including the concept of delivery of

services will rest with ABC or its suppliers or service providers



(g) ABC and ”Franchise” shall conduct their business at all times, in

accordance with the applicable statutes, regulations, notification

etc., Issued by the Government or any other statutory authority.

14.6 FRANCHISEE Negative Covenants:

FRANCHISEE Shall Not-

I. Received any amount (cash or credit), from any person or group of

persons by offering higher discounts than ABC, approved rates at

any point in time or provided subsidies, which may have the effect

of doing so,

II. Engage in any unfair or unethical trade practice or any other

unhealthy trade competition practice which ABC prohibits,

III. Modify any product, item provided by ABC without the written

permission of ABC,

IV. Do or cause to be done any such act or omission that has the effect

of breaching or violating the terms and conditions of the Agreement

or any other approval or clearance or permission obtained by AI or

that has the effect of causing ABC to breach or violate the terms

and conditions of the Agreement or such approval,

14.7 Right of Inspection.

ABC and ABC's agents shall have the right at all reasonable times

during the term of this Agreement and any renewal of this



Agreement to enter the Franchisee’s outlet for the purpose of

inspecting the premises and/or checking any food items or other

item(s) as required under this agreement, or otherwise

14.8 Forfeiture of Security Deposit - Default

It is understood and agreed that Franchisee shall not attempt to apply

or deduct any portion of any security deposit or Franchisee Fee, or like

nature amount, If Franchisee fails to comply, the terms and conditions

of this Agreement. Furthermore, any deposit shall be held as a

guarantee that Franchisee shall perform the obligations of the

Agreement.

15 QUALITY CONTROL:

The ABC shall have the right to conduct quality check of with respect to

FRANCHISE Operations from time to time at its and discretion and

shall be allowed reasonable access to FRANCHISE premises throughout

the Term of this Agreement subject to serving of a prior written notice of

24 hours to FRANCHISE for this purpose at its own costs. The ABC

reserves the right to reject the products in the event case of inappropriate

the quality practices adopted if the Quality arrangements Portal is found

to be of substandard quality and not conforming to the specifications at

its own costs. The Franchise shall make all reasonable endeavors to

procure the right desired quality of Products upon any such advice



received from ABC upon quality due diligence carried outperformed by

ABC at its own costs.

16. FORCE MAJEURE:

Neither Party shall be liable for damages or for any delay or failure

to perform its obligations hereunder, if such delay or failure is due

to causes beyond its reasonable control including, without

limitation, acts of God or State or of any Sovereign authority. On

happening of a force majeure event, the period of time during

which any Party is prevented or delayed in the performance or

fulfilling any obligation shall be added to such Party's time for

performance thereof and such Party shall have no liability by

reason thereof, provided that a prompt notice is given by the party

affected by force majeure to the other along with cogent proof

about the occurrence of the event affecting its performance. The

Party so affected shall also give a notice in writing to the other

Party within 15 (fifteen) days of the cessation of the condition of

force majeure. If the condition of force majeure continues for more

than two months from the date of its occurrence, the Party not

affected may terminate the Agreement by giving one month’s notice

in writing to the other.

17. INDEMNITY:



17.1 The Franchise shall indemnify, defend and hold harmless and keep

fully indemnified, at all times, ABC and all other Affiliates of ABC

/Parties from and against all actions, proceedings, claims, demands,

costs including legal costs, awards, damages arising directly or

indirectly as a result of any third party claims that may arise on

account of the negligence, act of commission or omission or default

under this Agreement including but not limited to breach of any

representation or warranty made by any Party herein, and/or

breach of its obligations and/or any or all actions for infringement or

violation of any patents, copyrights, or trade secrets of such third

parties arising out of or relating to this Agreement

17.2 FRANCHISE agrees to indemnify and to hold ABC , its officers,

directors, employees, successors, and assigns harmless against all

losses, damages, or expenses of whatever form or nature that they, or

any of them, may sustain or incur as a result of any customer

complaint, deficiency in service or any kind of defect in the item

supplied pursuant to this Agreement or otherwise due to any

negligent or intentionally wrongful act or omission by ABC in

connection with the manufacturing of the Product or any intellectual

property infringement claims that arise out of the packaging, labeling

of the Product or faulty transportation, distribution, storage or sale of

the Product supplied by the ABC or sale of any Product not

conforming with quality parameters provided by ABC



18. INTELLECTUAL PROPERTY RIGHTS:

The ABC shall continue to remain the sole and exclusive owner of TLO,

with all rights reserved, in and of the service and trademark

"BiryaniGully". For the removal of doubts, both Parties shall continue to

be the sole and exclusive owners of their respective trademarks and

service names and any other intellectual property rights, and neither

Party shall have the right to use the other's intellectual property beyond

what is mandated under this Agreement It is hereby specifically provided

herein that the use of any intellectual property rights of TLO by the

FRANCHISE is only for limited purposes of this Agreement and does not

amount to grant of any license to sub license or assign any such right

19. CONFIDENTIALITY:

Each Party agrees to keep secure and treat confidential any and all

written and/or oral information of any kind received by it (“Confidential

Information”) under this Agreement through any conversation, meeting,

discussion, and/or negotiation with the other Parties, and undertakes to

disclose the same only to its affiliates, officers, employees or agents on a

need-to-know basis and only to the extent necessary for each of them to

perform its obligations under this Agreement and who are bound by the

obligations of confidentiality at least as stringent as contemplated herein.

The Parties have agreed that all information disclosed under this



Agreement including the terms of this MOU Agreement shall be

considered and treated as Confidential Information. Each Party agrees

that it will not disclose to any third party or use any Confidential

Information disclosed to it by the other Parties except as expressly

permitted in this Agreement.

20. DISPUTE RESOLUTION AND JURISDICTION

20.1 This agreement is governed by and constructed in accordance with

the laws of India

20.2 Any dispute, controversy or claims arising out of or relating to this

Agreement or the breach, termination or invalidity thereof, shall be

settled by arbitration in accordance with the provisions of the

[Indian] Arbitration and Conciliation Act, 1996.

20.3 The arbitral tribunal shall be composed of three arbitrators, one

arbitrator appointed by ABC, a second arbitrator appointed by

“Franchise” and a third arbitrator to be appointed by such

arbitrators

20.4 The place of arbitration shall be at New Delhi and any award

whether interim or final, shall be made, and shall be deemed for all

purposes between the Parties to be made in disputes

20.5 The arbitral procedure shall be conducted in the English language

and any award or awards shall be rendered in English. The

procedural law of the arbitration shall be Indian law



20.6 The award of the arbitral tribunal shall be final, conclusive and

binding upon the Parties, and the provisions of the [Indian]

Arbitration and Conciliation Act, 1996 shall apply

20.7 The rights and obligations of the Parties under, or pursuant to,

this Clause, including the arbitration agreement in this Clause, shall

be governed by and be subject to Indian law, and the agreement shall

be subject to the exclusive jurisdiction of the courts at New Delhi.

21. GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by the laws of India and courts in

New Delhi alone shall have exclusive Jurisdiction.

22. LIMITATION OF LIABILITY:

The liability of FRANCHISE to ABC for all damages and other losses

arising out of or related to this Agreement for all claims, actions and

causes of action of every kind and nature that arise or accrue, regardless

of the type of action that imposes liability, whether in contract, equity,

negligence, intentional conduct, tort or otherwise, will be limited to and

will not exceed, in the aggregate, for all the events that occur during any

calendar year that give rise to a claim for such damages or other losses It

is also clarified that the liability of ABC under this Agreement shall only

be for direct losses and shall not include, and ABC shall not be liable

for, any amounts for loss of income, profit or savings, business

interruption, or indirect, incidental, consequential, exemplary, punitive



or special damage to FRANCHISE even if ABC has been advised of the

possibility of such damages in advance and all such indirect claims and

damages are expressly waived and disclaimed by Franchise arising in

course of normal operations in Food industry

23. REPRESENTATIONS AND WARRANTIES-:

Each Party represents and warrants to the other Party that the following

statements are true as on the date of signing this Agreement:

23.1 Each Party has the power and authority to enter into and perform

all of such Party’s obligations under this Agreement. The execution,

delivery and performance of this Agreement by such Party will not

violate any agreement to which such Party is a party. This Agreement

has been duly and validly executed and delivered by such Party and

constitutes a valid and binding agreement of such Party, enforceable

against such Party in accordance with its terms

23.2 No consent or approval of any governmental entity is required for

the execution of this Agreement by such Party. None of the execution

and delivery of this Agreement by such Party, the consummation by

such Party of the transactions contemplated hereby or compliance by

such Party with any of the provisions hereof shall

(ii) conflict with or result in any breach of any organizational

documents of such Party;



(ii) result in a violation or breach of, or constitute (with or

without notice or lapse of time or both) a default (or given rise to

any third party right of termination, cancellation, material

modification or acceleration) under any of the terms, conditions or

provisions of any note, loan agreement, bond, mortgage, indenture,

license, contract, commitment, arrangement, understanding,

agreement or other instrument or obligation of any kind to which

such Party is a party or by which such Party or any of such

Party’s properties or assets may be bound or

(iii) violate any order, writ, injunction, decree, judgment, order,

statute, arbitration award, rule or regulation applicable to such

Party of any of such Party’s properties or assets

23.3 Each of the Parties acknowledges that the other Party has relied

upon the various representations and covenants given by the said

Party under this Agreement to the other while entering into this

Agreement

24. MISCELLANEOUS:

24.1 All provisions which are intended to survive to give effect to this

Agreement shall survive;



24.2 This Agreement constitutes the entire agreement and any addition

or modification to this Agreement must be in writing and signed by

both the Parties;

24.3 No failure or delay by either Party in exercising any right, power or

privilege shall operate as a waiver thereof, nor shall any single or

partial exercise thereof preclude any other or further exercise of any

right hereunder;

24.4 Neither Party shall transfer or assign its rights or interests in this

Agreement in whole or in part without the prior written consent of

the other Party;

24.5 The relationship between Parties to this Agreement shall be on

principal to principal basis and this Agreement shall always be

construed accordingly;

24.6 ABC and FRANCHISE agrees that on the expiry of the Term of this

Agreement, ABC has the right of first refusal and in case the Parties

wish to extend the Term., The Parties shall re-negotiate the terms of

the Agreement including the Fees;

24.7 This Agreement may be executed in two or more counterparts,

each of which shall be deemed as original, but all of which together

shall constitute one and the same instrument;

24.8 Any stamp duty and other charges related to the payable at the

time of execution of this Agreement or in future shall be borne by

FRANCHISE;



24.9 Any Notice required to be sent under this Agreement shall be sent

or delivered to the other Party at the address set forth at the

beginning of the Agreement, or at such other address as the Parties

may from time to time designate in writing. Any notice or other

communication shall be sent by certified or registered mail, email,

facsimile or by hand delivery;

24.10 Nothing in this Agreement shall constitute to be construed to be

any kind of partnership, agency, collaboration between the Parties,

implicitly or explicitly and the transaction contemplated herein is on

a principal to principal basis

24.11 Any part of the provision of this Agreement which is held for any

reason to be illegal, invalid unenforceable or in conflict with the

applicable laws or regulations of any jurisdiction shall be ineffective

only to the extent of such illegality, invalidity, enforceability or

conflict, and only in such jurisdiction, without affecting impairing or

invalidating the remaining provisions or the offending provision in

any other jurisdiction

24.12 No right or remedy of a party under this Agreement is intended to

be exclusive or constitute a waiver of any other right or remedy.

Failure to exercise a right shall not constitute a waiver of such right

except upon the express written waiver of the party having such right

24.13 FRANCHISE agrees that during the Term of this Agreement, and

for a period of 2 (two) years after expiry or termination of this



Agreement, FRANCHISE shall not, without the prior written consent

of ABC , employ or contract the services of the person(s), who was

employed by ABC , at any time, during a period of 12 (twelve) months

immediately preceding the date on which the offer of employment is

made by ABC ,except when mutually agreed to between the parties

24.14 FRANCHISE agrees that during the Term of this Agreement, and

for a period of 2 (Two) years after expiry or termination of this

Agreement, Franchise shall not, directly or indirectly engage,

participate, or make any financial investment in, or become

employed by or render services to or for any person, firm, corporation

or other business enterprise, wherever located, which is engaged,

directly or indirectly, in competition with the business of TLO.

EXCEPT WHEN MUTUALLY AGREED TO BETWEEN THE PARTIES

24.15 “Franchise” shall keep all information of confidential nature

received from the ABC in whatever form as strictly confidential and

shall not disclose it to third Parties without the prior written consent

of ABC during the term of this Agreement

24.16 “Franchise” agrees not to disclose revenue Information without

ABC prior written consent.

25. LIMITATION OF LIABILITY



The Parties shall not be liable for any incidental, special, indirect

or consequential damages arising out of or relating to this

Agreement.

26. TENURE

This Agreement comes into force on the date of signing this

Agreement and shall continue for Five (5) years after this date. This

agreement may be extended on the mutual agreement of both

parties, unless earlier terminated in accordance with the

agreement by paying renewal fee to ABC by “Franchise”.

27. SITE SELECTION, OUTLET CONSTRUCTION, AND EXCLUSIVE

TERRITORY

27.1 FRANCHISE will adhere to ABC ’s procedures and requirements for

the design and construction of the OUTLET, as more particularly

described by the ABC

27.2 In the case of an outlet, FRANCHISE will diligently construct the

Outlet as per specifications defined by the ABC

28. EXCLUSIVE TERRITORY

The parties acknowledge and agree that the EXCLUSIVE TERRITORY, if

any, will be determined by the ABC



29. WRITTEN REQUEST FOR GRANT OF RENEWAL TERM

If FRANCHISE desires to continue to operate the Outlet for the

RENEWAL TERM, then FRANCHISE must in writing, at least _____ days

before the EXPIRATION DATE, but no more than ________ days before the

EXPIRATION DATE, request that ABC can reissue its then curamount

standard form franchise agreement for renewal terms (a "RENEWAL

AGREEMENT"), contemplating a single five-year franchise term for the

same. The FRANCHISE acknowledges and agrees that terms of a

RENEWAL AGREEMENT, including the amount of the ROYALTY payable

during the RENEWAL TERM, may be substantially diffeamount from the

terms of this AGREEMENT, and may be substantially diffeamount from

the terms of the standard form franchise agreement that is originally

entered into.

30. THE CONTRACT ACT:

The contractual relationship between the ABC and the FRANCHISE is

governed by the Indian Contract Act, 1872 (the Contract Act). There is no



specific requirement under Indian law as regards a particular language;

however, English is customarily accepted as the standard language.

Under the Contract Act, a "contract" is an agreement enforceable by law.

A franchise agreement would be enforceable under Indian law since it

would meet the criteria of a valid contract. However, care needs to be

taken to ensure that the agreement does not contain any provisions that

render the contract void or voidable

31. CONSUMER PROTECTION AND PRODUCT LIABILITY

The Consumer Protection Act, 1986 seeks to provide remedies to

consumers in case of defective products or deficiency in services and

holding the manufacturers and service providers liable .Despite the fact

that under franchise goods would be manufactured and likewise services

provided by the FRANCHISE, it is quite likely that the consumers could

file an action against both the ABC and the FRANCHISE, since the goods

are sold and the services are rendered under the brand name of the ABC

. While consumers may seek remedy against both, it is common for the

franchise agreement to provide that all product liabilities and

responsibilities for consumer claims lie with the FRANCHISE.

32. MONOPOLIES AND RESTRICTIVE PRACTICES LAW AND

COMPETITION LAW



The Monopolies & Restrictive Trade Practices Act, 1969 (MRTP Act)

prohibits the imposition of restrictions in respect of sources of supply

and pricing of products. It must be ensured that the terms of the

franchise agreement are not construed as monopolistic or restrictive. If

found to be otherwise the MRTP Commission could grant an injunction

preventing such trade practices and may also award compensation to the

complainant for any losses or damages suffered.

33. RESTRICTIVE TRADE PRACTICES

The MRTP Act orders the registration of agreements considered to

contain restrictive trade practices. Those that are relevant in the context

of a franchise include: exclusive supply provisions; exclusivity in product

dealing; restrictions on methods used; and resale price-fixing conditions.

Irrespective of whether the agreement has been registered or not, the

MRTP Commission has the right to investigate if it is of the opinion that

the agreement is prejudicial to the public interest.

34. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties and

supersedes any and all prior agreements concerning the subject matter

hereof. The FRANCHISE agrees and understands that the ABC shall not

be liable or obligated for any oral representations or commitments made

prior to the execution hereof or for claims of negligent misinterpretation



based on any such oral representations. The FRANCHISE acknowledges

that the ABC may modify its Terms & Conditions to protect, promote or

improve the Marks & the quality of the Licensed Methods.

BEFORE SIGNING THIS AGREEMENT, THE FRANCHISE SHOULD READ

IT CAREFULLY. THE FRANCHISE ACKNOWLEDGES THAT THE

SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN

INVOLVES SUBSTANTIAL RISKS AND DEPENDS UPON THE

FRANCHISE’S ABILITY AS AN INDEPENDENT BUSINESS PERSON AND

ITS ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS

INTENDING TO BE BOUND, the parties have executed this Agreement

as of the date first above set forth.

35. OBLIGATIONS & DELIVERABLES OF PARTIES

35.1 Franchised Location and Designated Area

a) The FRANCHISE is granted the right and franchise to own

and operate one TLO franchise at__________ (“Franchised

Location”)

b) The rights that are granted to the FRANCHISE under this

Agreement are for the specific Franchised Location and

cannot be transferred to any other location without the prior

written approval of the ABC



36. INITIAL FRANCHISE FEE

In consideration for the right to develop and operate one TLO

franchise, the FRANCHISE agrees to pay to the ABC an

initial franchise fee, which is due and payable as of the date

of execution of this Agreement. The initial franchise fee

represents payment for the initial grant of the rights to use

Marks and Licensed Methods, that the ABC has earned the

initial franchise fee upon receipt thereof and that the fee is

non-refundable.

37. DEVELOPMENT ASSISTANCE

37.1 That ABC may ,not obligatory ; to provide, ABC ’s initial training,

equipment lists, design services, operations manual and other pre-

opening services, or prior to opening with a list of approved and

designated suppliers and an advertising plan and advertising copy

for FRANCHISE’s grand opening

38. Operation Support

FRANCHISE will operate the TLO franchise outlet using the systems

and in compliance with the standards in such a manner as to provide

high quality food and beverage and other services to public

39. Advertising

39.1 The FRANCHISE shall communicate to ABC for all advertising or

other marketing or promotional programs published by any method,



including print, broadcast and electronic media, regarding the TLO

franchise

39.2 Local Advertising Programs will be at FRANCHISE’s expense and

will be conducted to the extent that FRANCHISE deems necessary,

but in a respectable and dignified manner that will not detract from

the reputation of ABC

40. Quality Control

40.1 The FRANCHISE agrees to maintain and operate TLO franchise

strictly in compliance with this Agreement

40.2 The FRANCHISE is prohibited from offering or selling any products

or services not authorized by ABC. If the FRANCHISE proposes to

offer, conduct or utilize any products or services, which are not

previously approved by the ABC, the FRANCHISE shall first notify

the ABC in writing requesting approval. The ABC may, in its sole

discretion, for any reason whatsoever, elect to withhold such

approval. In order to make such determination, the ABC may require

samples of such products or services. The ABC will advise the

FRANCHISE within a reasonable time whether such products or

services meet its specification

41. NOTICES



All notices required to be given under this Agreement shall be given in

writing, by certified mail or by courier service at the address set forth.

41.1 ABC Address:

Automated Indian Kitchen Pvt. Ltd.,

House No. 34, Sector 9,

Chandigarh, Punjab,

India

41.2 FRANCHISE Address:

42. NO RIGHTS OF SET-OFF.

42.1 FRANCHISE may not reduce any payment required to be made to

ABC on account of any money owes or liability to pay by

FRANCHISE under this AGREEMENT, or otherwise

42.2 In order to safeguard the MARKS and the SYSTEM STANDARDS,

FRANCHISE shall at all times employ an adequately trained staff to

properly operate the Outlet in accordance with the SYSTEM

STANDARDS



43. TRAINING

43.1 After the FRANCHISE executes a Agreement for the Franchised

Location, the FRANCHISE or the person designated by the

FRANCHISE to assume primary responsibility for the management of

the TLO franchise (“Concern officer of Franchise”) is required to

attend and successfully complete the initial training program which

is offered by the ABC at one of the ABC’s designated training

facilities.

43.2 From time to time, the ABC may present seminars, development

programs or conduct meetings for the benefit of the FRANCHISE

43.3 The ABC shall at the same time provide training for the first

DESIGNATED Outlet designated staff and, if desired by FRANCHISE,

or necessary in order for FRANCHISE to satisfy the best efforts

requirements, one other person selected by FRANCHISE and

reasonably acceptable to Outlet, in the principal aspects of

establishing and operating a Outlet, handling of food items, and the

preparation and sale of TLO menu items. Specific training

procedures and requirements are set forth in the agreement. This

AGREEMENT is issued on the condition that the initial

DESIGNATED Outlet Staff, and any person FRANCHISE later desires

to make the DESIGNATED Outlet Staff, completes training to the

satisfaction Of Outlet COMPANY.

44.2 Successive Term FRANCHISE Refresher Training.



In the case of a Successive Term FRANCHISE, this AGREEMENT is

issued on the additional condition that, if required by ABC , then

the curamount DESIGNATED Franchise STAFF or another person

selected by FRANCHISE and acceptable to Franchise shall

successfully complete training by a date determined by ABC ,

notwithstanding any prior training and experience

44.3 Ongoing Training.

If required by Outlet , then the DESIGNATED Outlet STAFF shall

attend and complete mid-TERM training, to the satisfaction of

Outlet at a time after the fifth year of the TERM reasonably

determined by Outlet COMPANY

44.4 Remedial Training.

In lieu of declaring a default under this AGREEMENT, or

terminating this AGREEMENT for material breach, or at the same

time as declaring a default under this AGREEMENT, ABC shall

have the absolute right to direct FRANCHISE by NOTICE to have

the DESIGNATED Outlet STAFF attend training directed toward

curing specific operational deficiencies. ABC shall have no

obligation to offer training as an alternative to declaring a default

or terminating this AGREEMENT. FRANCHISE may be required to

reimburse ABC for the reasonable costs of remedial training

provided by ABC



44.5 Expenses of Attendance at Training.

FRANCHISE is solely responsible for travel and living expenses in

connection with any training provided by ABC under this

AGREEMENT, as well as any wages and salaries payable to

FRANCHISE'S employees while attending training.

45 BEST EFFORTS.

The DESIGNATED STAFF shall furnish personal full time and attention

and best efforts to the day to day management and operation of the

Outlet in accordance with the requirements of this AGREEMENT.

Without limiting the foregoing, the DESIGNATED STAFF must maintain

a physical presence at the Outlet which is reasonable to generate

revenue in each week of operation, provided however that this

requirement may be satisfied by the combined time spent at the Outlet

during hours of operation by the DESIGNATED STAFF and one or more

other individuals, satisfactory to Outlet COMPANY, who have

successfully completed Outlet COMPANY'S training program

46 OUTLET EMPLOYEES

The Outlet shall be staffed with qualified, competent employees trained

by the DESIGNATED STAFF, and who are employed solely by

FRANCHISE and not by ABC. FRANCHISE is solely responsible for

hiring and discharging employees of the Outlet, and setting their wages



and terms of employment. FRANCHISE shall comply with all applicable

laws and regulations, including, but not limited to, workers'

compensation laws. FRANCHISE shall require employees to wear such

uniforms or attire as ABC prescribes periodically, and otherwise comply

with the ongoing SYSTEM STANDARDS. All employment related

documents, including, without limitation, employment applications,

schedules, job descriptions, and pay checks, must clearly identify

FRANCHISE, and not ABC as the employer, and shall not contain any

of the MARKS.

47. OPERATIONS AND PRODUCT STANDARDS.

Unless ABC specifically permits otherwise, in writing, FRANCHISE shall

offer for sale from the Outlet the entire menu prescribed periodically by

ABC for the SYSTEM. FRANCHISE may prepare and sell from the Outlet

only the products and services that ABC approves periodically for sale

by SYSTEM FRANCHISEs, and no other products, services, or business

may be offered or conducted at or from the Outlet. FRANCHISE will at all

times maintain an inventory of food and drink products and other

supplies adequate to satisfy customer demand for products and services

required to be sold at the Outlet. FRANCHISE will employ only such

supplies, ingredients, recipes, formulas and products, and shall offer

products for sale only in such portions, appearance and packaging, as

ABC periodically designates. FRANCHISE will adhere to the requirements



for food storage, handling, preparation, merchandising, presentation,

display and sale, and daily Outlet operations, described in the Outlet

OPERATIONS MANUAL or otherwise communicated by ABC . If

FRANCHISE fails to conduct its business in accordance with the

requirements of this Section 11.6, then, without limiting the rights of

ABC under this AGREEMENT. ABC may, without terminating this

AGREEMENT, temporarily suspend FRANCHISE'S right to operate under

this AGREEMENT, or temporarily or permanently suspend FRANCHISE'S

right to sell certain products under this AGREEMENT, so long as such

suspension is reasonably related to FRANCHISE'S failure to comply with

the requirements of this in bringing FRANCHISE into compliance with

this for the health or safety of the public.

48. DISCOUNT TO CONSUMER

(a) In order to ensure uniformity in the selling of goods, and avoiding

any unhealthy competition or unfair trade practice between the

FRANCHISEE in the same vicinity subject to the prior provisions of

this agreement, ABC shall sole discretion to decide the “OFFER OF

DISCOUNT TO THE CONSUMER”

(b) No FRANCHISEE shall offer or provide in any manner whatsoever

the discount to the consumer beyond the prescribed or approved

discount by the ABC, in any circumstances



(c) The rate of discount may be at variable rate to diffeamount

FRANCHISEE in the same vicinity,

(d) The FRANCHISEE shall not offer or give any discount if ABC not

communicate to the FRANCHISEE in writing, prior to offering the

discount,

(e) Any claim or objection, or termination of this agreement from

FRANCHISEE site shall specifically barred by this Agreement,

49 Assignment.

(a) That the FRANCHISEE shall not assign or transfer this agreement or any

right, duties, obligations, benefits hereunder wholly or in part to any

person, without the prior written consent of ABC. ABC, shall at its sole

discretion refused to such request without providing any reason thereto.

(b) Any Material change in management or control of FRANCHISEE shall be

deemed to be an assignment requiring the prior written consent of ABC.

Notwithstanding the foregoing, ABC may assign this Agreement to its

associates, Affiliates or any Third Party without require any permission

from FRANCHISEE

(c) Any purported assignment made or enter into by the FRANCHISEE shall

terminate this Agreement, and such termination shall be effective as of

the date of the purported assignment on the instance of ABC, and such

termination resultant in the forfeited of FRANCHISEE fee, and other



deposited of FRANCHISEE by the ABC, without prejudice the right of

exercising other applicable civil and criminal remedy.

50 Entire Agreement

This agreement constitutes the entire agreement between the parties with

respect to its subject matter. It supersedes all previous agreements and

understandings between the parties and each party acknowledges that, in

entering into this agreement, it does not do so on the basis of or in reliance

upon any representations, promises, undertakings, warranties or other

statements (whether written or oral) of any nature whatsoever except as

expressly provided in this agreement.

51. Specific Right & Remedies

FRANCHISEE agrees that ABC shall have the specific rights and remedies set

forth in this Agreement. These rights and remedies are in addition to and

cumulative with any and all other rights and remedies, existing or implied, now

or hereafter available to ABC at law or in equity in order to enforce the

provisions of this Agreement. Such rights and remedies may be exercised from

time to time and as often and in such order as may be deemed expedient by

ABC. The exercise of one or more rights or remedies shall not be deemed a

waiver of the right to exercise at the same time or thereafter any other right or

remedy nor shall any such delay or omission be construed to be a waiver of or



acquiescence to any default. The exercise of any such right or remedy by ABC

shall not reAgreement FRANCHISEE from its obligations or any liability under

this Agreement, except as expressly provided for in this agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as on

the day and year first mentioned above.

52. Voluntary Agreement:

The Parties acknowledge and agreed; that each has read the Agreement and

understands its terms, and that each executes it knowingly, voluntarily, and

without coercion, after having had the opportunity to consult with counsel.

Each of the Parties acknowledges that in executing this Agreement they rely

solely on their own judgment, belief and knowledge and on such advice they

may have received from their own counsel. Each of the Parties further

acknowledges that they have not been influenced by any representation or

statement made by the other party or its counsel, but after reading , and

understood and on their fee will and choice, voluntarily singing this agreement,

any claim with relation to any of the provision of this agreement , on the basis

of understood or misconceived ,shall be barred to terminate this agreement.

53. Severability

In the event any provision of this Agreement shall be held to be void, avoidable,

and unlawful or, for any reason, unenforceable, the remaining portions shall

remain in full force and effect.

54. Binding Effect:



This Agreement is binding upon, and shall inure to the benefit of, the parties

and their respective heirs, executors, administrators, successors and assigns.

55. Counterparts

This Agreement may be executed in multiple counterparts, each bearing the

signature of one or more Parties. Any copy bearing the signature of the Party

to be charged may be deemed an original

INTENDING TO BE BOUND, the parties have executed this Agreement as of the

date

IN WITNESS WHEREOF both the parties have put their hands and signed the

above Memorandum of Understanding without there being any coercion,

pressure of undue influence in the presence of the witnesses.

WITNESSES

1. FIRST PARTY

2. SECOND PARTY

Delhi

Date:

SCHEDULES



This Agreement may be executed in multiple counterparts, and

Schedules, which is bearing the numerical as Annexure –I, followings:

1. Annexure – L-1- List of Approved Products by ABC

2. Franchise Economics - Annexure –L-2



Annexure – L-1

List of Approved Products by ABC

The following products are deemed to be considered as Approved Products from

ABC for sate at the Franchisee Outlet:

1

2

3

4

Provided that ABC, has the sole discretions to modify, add, delete, any of the

products mentioned in the list (Annexure –L-1), at any time after the approval

of above mentioned approved product list.

The details mentioned above shall be read as part and parcel of the

AGREEMENT FOR BUSINESS FRANCHISE.

1. The above costs may be changed with suitable notice

The details mentioned above shall be read as part and parcel of the AGREEMENT FOR

BUSINESS FRANCHISE.

Date:

Place:

First party:_________________________________

Second Party_________________________________



Annexure –L-2

Franchise Economics

S. No. Description of Activity Cost in INR Remarks

A One Time Costs

1 Initial Franchise Fee ______________________

2 Site Identification Fee ______________________

3

Site Readiness and

Approval Fee ______________________

4 Training Expenses Rs. 3,000/- per person trained

B. On going Costs

1

Biryani purchase price

(as %age of customer

price) ______________________

2

Purchase price of

associated products (as

%age of customer price) ______________________

3

Purchase price of

consumables ______________________

4

Central Marketing

Contribution % of gross sales

C. Optional Costs

1

Transfer Fee –

Franchise Agreement Rs. -

2

Audit and Quality

Control

% of sales or whichever is

higher

Note

1. Taxes extra, as applicable

2. The above costs may be changed with suitable notice

The details mentioned above shall be read as part and

parcel of the AGREEMENT FOR BUSINESS FRANCHISE.



Date:

Place:

First party:_________________________________

Second Party_________________________________



Contact Us

4214 A, No.1, Ansari Road,

Darya Ganj,

New Delhi-110002

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www.thelawoffice.co.in

+ 91. 85.86.97.26.36

[email protected]

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https://www.facebook.com/profile.php?id=100008325699804

http://www.linkedin.com/company/the-law-office?trk=top_nav_home

https://twitter.com/TheLawOffice5

http://thelawofficemagazine.blogspot.in/

http://issuu.com/thelawoffice

http://www.thelawoffice.co.in/

mailto:[email protected]

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