FRANCHISEE AGREEMENT

This Franchisee Agreement ("Agreement") made and entered into at Bangalore on this
[day] of [month], 2007 (the "Effective Date") by and beteen!
Mr. Sukumar [last name], son of [fathers name], aged abo"t [number] years, residing
at [address], #ole $ro$orietor of M/s G.K. Vale & Co%, and ha&ing his office at ''',
(ahatma )andhi *oad, Bangalore +,0 00- (hereinafter referred to as the "Franchi!r"
hich e.$ression shall, "nless re$"gnant or contrary to the conte.t or meaning thereof,
be deemed to mean and incl"de his heirs, s"ccessors and $ermitted assigns) of the First
/art0
AND
[name and other details of the franchisee] (1ereinafter referred to as the "Franchiee")
of the #econd /art0
The Franchisor and the Franchisee are hereinafter collecti&ely referred to as the ""artie"
and indi&id"ally as a ""art#," as the conte.t may re2"ire%
$HEREAS%
A. The Franchisor is the $ro$rietor of a concern 3non as "G. K. Vale and Co.,"
hich is engaged in the b"siness of [insert details] (more $artic"larly described in
#ched"le - here"nder and hereinafter referred to as the "Service")% The
Franchisor is desiro"s of a$$ointing franchisees for establishing and o$erating
e.cl"si&e o"tlets at select locations in Bangalore45ndia for $ro&iding the #er&ices
on a non6e.cl"si&e basis0 and
&. The Franchisee has e.$ressed its desire and has re$resented that it has the
ca$ability to render the #er&ices and the Franchisor has agreed to a$$oint the
Franchisee "$on the terms and s"b7ect to the conditions set forth hereinafter%
89:, T1;*;F9*;, the /arties agree as follos!
'. DEFINITI(NS
5n this Agreement (incl"ding the recitals hereof), the folloing ords and
e.$ressions shall ha&e the meanings ascribed to them res$ecti&ely!
"Affi)iate" in relation to either the Franchisor or the Franchisee, means a $erson
ho controls, is controlled by, or is "nder common control ith either the
Franchisor or the Franchisee% As "sed in this definition the term "control" means
the onershi$, directly or indirectly, of more than +0 $ercent (+0<) of the &oting
sec"rities of s"ch $erson, or the $oer to direct the management or $olicies of
s"ch $erson, hether by o$eration of la, by contract, or otherise0
"Agreement" means this Franchisee Agreement incl"ding the #ched"les hereto,
as may be amended from time to time0
"C!nfi*entia) Inf!rmati!n" means all information hosoe&er f"rnished or
s"$$lied or ca"sed to be f"rnished or s"$$lied to the Franchisee or obtained or
recei&ed by the Franchisee in oral, ritten, electronic or any other form incl"ding
b"t not limited to information hich is of a technical, commercial, legal or
financial nat"re $ertaining to the b"siness or o$erations of the Franchisor and
other $ersons ith hom the Franchisor has financial, legal or commercial
dealings% For the a&oidance of do"bt, s"ch =onfidential 5nformation shall incl"de,
itho"t limitation, o$erations, methods, $lans, strategies, $rod"cts, $ricing,
c"stomers, em$loyees, assets, other confidential and $ro$rietary information,
hich, if not otherise described abo&e, is of s"ch a nat"re that a reasonable
$erson o"ld belie&e it to be confidential or $ro$rietary%
"Financia) #ear" means the tel&e (-2) month $eriod commencing from [please
insert] and ending on [please insert]0
"M!nth" means a calendar month (i%e% each of the months of >an"ary to
?ecember)0
""r!*uct" means the $rod"cts as detailed in #ched"le 2 hereto% The Franchisor
may, from time to time amend #ched"le 2 by adding thereto or deleting there
from any /rod"cts0
"Service" shall mean the ser&ices to be rendered by the Franchisee as detailed in
#ched"le - hereto% The Franchisor may, from time to time amend #ched"le - by
adding thereto or deleting there from any #er&ices0
"Retai) !ut)et" means the $remises at hich the /rod"cts are sold and4or #er&ices
are rendered by the Franchisee, the details of hich are more $artic"larly
described in #ched"le @ to this Agreement0
"+ear" means a calendar year%
"+ear)# Target" means the yearly sales targets for the /rod"cts and the #er&ices
to be agreed beteen the Franchisor and the Franchisee "nder this Agreement%
(Anand! 5s this a$$licableA /lease clarify)
,. INTER"RETATI(N
5n this Agreement!
(a) references in the sing"lar shall incl"de references in the $l"ral
and &ice &ersa, and ords denoting nat"ral $ersons shall incl"de
$artnershi$s, firms, com$anies, cor$orations, 7oint &ent"res, tr"sts,
associations, organiBations or other entities (hether or not ha&ing a
se$arate legal $ersonality)0
(b) reference to a $artic"lar =la"se, $aragra$h, s"b6$aragra$h,
#ched"le shall, e.ce$t here the conte.t otherise re2"ires, be a reference
to that =la"se, $aragra$h, s"b6$aragra$h or #ched"le in or to this
Agreement0
(c) terms defined in the #ched"les hereto shall ha&e the meanings
ascribed thereto in the #ched"les hen "sed elsehere in this Agreement0
(d) the ords "incl"de" and "incl"ding" are to be constr"ed
itho"t limitation0
(e) the #ched"les to this Agreement form a $art of this Agreement
and ill be of f"ll force and effect as tho"gh they ere e.$ressly set o"t in
the body of this Agreement0 and
(f) any reference to any agreement, deed, instr"ment, license, code
or other doc"ment of any descri$tion shall be constr"ed, at the $artic"lar
time, as a reference to that agreement, deed, instr"ment, license, code or
other doc"ment as the same may then ha&e been &alidly amended, &aried,
s"$$lemented, modified, s"s$ended or no&ated, by m"t"al agreement%
(g) Article headings are incl"ded for con&enience only and shall
not be "sed in constr"cting or inter$reting this Agreement%
-. GRANT (F RIGHTS
@%- #"b7ect to the terms and conditions of this Agreement, the Franchisor hereby
grants to Franchisee ith effect from the ;ffecti&e ?ate a non6e.cl"si&e right
d"ring the Term (defined hereinafter) for mar3eting, distrib"ting and selling the
/rod"cts in the *etail 9"tlet and for rendering the #er&ices for consideration as
more $artic"larly set o"t in #ched"le - hereto%
@%2 The Franchisor hereby agrees and "nderta3es to sell to the Franchisee, the
/rod"cts% 5t is hereby clarified that the /rod"cts sold by the Franchisor to the
Franchisee shall be /rod"cts hich the Franchisor is $resently dealing in or may
deal in at any time in the f"t"re, either as distrib"tors or otherise% The
Franchisee hereby agrees to $"rchase the /rod"cts from the Franchisor and to
stoc3, dis$lay and sell the /rod"cts e.cl"si&ely ithin the *etail 9"tlet% (Anand!
/lease chec3 and clarify)
@%@ The Franchisee hereby "nderta3es to render the #er&ices at the *etail 9"tlet in
accordance ith the s$ecifications and g"idelines iss"ed by the Franchisor from
time to time% The Franchisee shall ens"re $rom$t and efficient $erformance of the
#er&ices to its c"stomers%
@%@ The Franchisee shall ca"se the sale of the /rod"cts to the c"stomers in the *etail
9"tlet%
@%C The Franchisor shall, at its sole o$tion, be entitled to amend #ched"le - D 2
hereto and to discontin"e the sale or a&ailability of any or all of the
/rod"cts4#er&ices itho"t inc"rring any liability to the Franchisee% The
Franchisor shall also be entitled, at its sole o$tion, to re2"ire the Franchisee not to
render any or all the #er&ices and4or sell any $rod"ct, itho"t inc"rring any
liability to the Franchisee%
@%+ The Franchisee shall directly mar3et and distrib"te the /rod"cts and render the
#er&ices from the *etail 9"tlet only%
.. RETAI/ (0T/ET
C%- The Franchisee re$resents and arrants that it has ta3en on leasehold basis the
*etail 9"tlet% Attached hereto as #ched"le @ is a co$y of the lease deed "nder
hich the Franchisee has ta3en on lease the *etail 9"tlet% The Franchisee
re$resents and arrants that the *etail 9"tlet can legally be "tiliBed for the sale of
the /rod"cts and the rendering of the #er&ices% The Franchisee f"rther re$resents
that it has ta3en the *etail 9"tlet on lease from the laf"l oner of the same and
that the title to the *etail 9"tlet is clear, mar3etable and free from all
enc"mbrances%
C%2 The Franchisee shall ens"re that the lease deed entered into by it for the lease of
*etail 9"tlet remains in f"ll force and effect for the term of this Agreement, and
shall com$ly ith the terms of s"ch lease deed% The Franchisee shall $rom$tly
$ro&ide the Franchisor ith co$ies of any notices recei&ed from the Eessor%
C%@ :itho"t limitation, the Franchisee shall ens"re at all times that the *etail 9"tlet is
e2"i$$ed and stoc3ed in accordance ith the FranchisorFs s$ecifications, and that
the layo"t, design and decor, incl"ding all f"rnit"re, fi.t"res, fittings, signages
and e2"i$ment, are maintained and com$ly strictly ith the FranchisorFs
s$ecifications as set o"t in the g"idelines iss"ed by the Franchisor or otherise
notified by the Franchisor to the Franchisee in riting from time to time%
C%C The Franchisee shall grant access to the *etail 9"tlet at all times to the
FranchisorFs re$resentati&es for ins$ection%
1. TERM
+%- This Agreement shall be in force for a $eriod from [date] till [date] (the "Initia)
Term")% At the sole o$tion of the Franchisor, this Agreement may be reneed for
s"ch f"rther $eriods as may be m"t"ally agreed beteen the /arties (the
"Rene2a) Term"0 the 5nitial Term and the *eneal Terms, if reneed and as
a$$licable, shall be referred to collecti&ely as the "Term"), on s"ch terms and
conditions as the Frinchisor deems fit and e.$edient% The Franchisee shall $ro&ide
the Franchisor ritten notice of its intention to so rene this Agreement at least
[number] months $rior to the date of e.$iry of the 5nitial Term or the *eneal
Term then in force%
3. "0RCHASE (RDERS AND ACCE"TANCE 4ANAND% IS THIS +(0R
M(DE/5"/EASE C/ARIF+6
,%- #"b7ect to =la"se ,%2 hereof, d"ring the Term, the Franchisee shall $lace its
orders for the /rod"cts on the Franchisor at least three (@) days in ad&ance of the
e.$ected date of deli&ery (each a ""urchae (r*er")% The /"rchase 9rder shall,
inter alia, indicate the s$ecification and the 2"antity of the /rod"cts% All /"rchase
9rders shall be in riting, "nless otherise agreed to in riting by the /arties%
The Franchisee shall ha&e a right, by ritten notice to the Franchisor, to amend
the /"rchase 9rder so $laced on the Franchisor ithin a $eriod of one (-) day
from the date of $lacing each /"rchase 9rder% Thereafter, the /"rchase 9rder
$laced shall be deemed to be final and shall be binding on the Franchisee and the
Franchisee shall be liable to ta3e deli&ery of the /rod"cts s$ecified in s"ch
/"rchase 9rder%
,%2 All /"rchase 9rder(s) $laced by the Franchisee ith the Franchisor shall be
s"b7ect to acce$tance by the Franchisor% The Franchisor shall endea&o"r to
comm"nicate its acce$tance of the /"rchase 9rder(s) or otherise ithin to (2)
b"siness days of recei$t of the /"rchase 9rder(s)%
,%@ The Franchisor reser&es the right to ref"se the deli&ery of any /rod"ct stated in a
/"rchase 9rder on the gro"nds of $rod"ct segmentation, $ricing differentiation or
for s"ch other reasons that may ha&e an im$act on the o&erall brand &al"e of the
Franchisor%
7. "RICING AND IN8(ICES
7%- The /arties agree that the Franchisor shall sell the /rod"cts to the Franchisee at
s"ch rates as set o"t in #ched"le 2 to this Agreement%
7%2 The Franchisee shall render the #er&ices to its c"stomers at the rates set o"t in
#ched"le '''' hereto% [Anand! :ill )G Hale gi&e any technical assistance to the
FranchiseeA 5s there any amo"nt to be $aid to )G Hale for thisA]
7%@ The Franchisor shall raise an in&oice (an "Inv!ice") against the Franchisee for the
/rod"cts as set o"t in the a$$licable /"rchase 9rder(s) and the Franchisee shall
ma3e $ayments "nder each 5n&oice immediately "$on recei$t of the /rod"cts in
res$ect of hich the 5n&oice has been raised%
7%C Inless otherise agreed to in riting by the Franchisor, all $ayments to be made
by the Franchisee to the Franchisor shall be made by a che2"e4demand draft
dran in fa&o"r of "G. K. Vale and Co.," $ayable at Bangalore%
7%+ The Franchisee shall be deemed to be in defa"lt of its obligations to ma3e
$ayments against the 5n&oices if s"ch $ayments are not credited to the acco"nt of
the Franchisor ithin [number] days of de$osit of the che2"e4demand draft% 5n the
e&ent of delay in $ayment against the 5n&oice(s), the amo"nt d"e from the
Franchisee shall be re$ayable ith interest calc"lated at the rate of -J< $ercent
$er ann"m from the date the $ayment becomes d"e (in accordance ith =la"se
'''' abo&e) till the date the $ayment is recei&ed by the Franchisor%
7%, 5n the e&ent of any defa"lt in $ayment by the Franchisee against the 5n&oices, for
any reason hatsoe&er, the Franchisor shall also ha&e the o$tion to cancel and
ithhold all $ending /"rchase 9rders and re7ect /"rchase 9rders for f"t"re
deli&eries%
9. SA/ES 8(/0ME AND MINIM0M ST(C:
J%- The Franchisee shall, at all times, maintain a minim"m stoc3 of the /rod"cts d"ly
stored in accordance ith =la"se -0 hereof corres$onding to ninety (K0) days
e.$ected sales of the /rod"cts or s"ch other longer $eriod as may be m"t"ally
agreed beteen the /arties in riting%
;. "AC:AGING< =0A/IT+< DE/I8ER+< SHI"MENT< TRANSFER (F
RIS: AND TIT/E T( "R(D0CTS
K%- Inless otherise agreed in riting by the /arties, the /rod"cts and4or the ser&ices
deli&ered shall be sold by the Franchisee in the standard $ac3age $resentation and
ith the standard $rod"ct information as may be s"$$lied by the Franchisor from
time to time, "nder the label, the trademar3s and4or the denominations of the
Franchisor and the FranchisorFs logo and design% The Franchisee shall not be
entitled to alter and4or modify the /rod"cts s"$$lied and4or the ser&ices rendered
by the Franchisor in the *etail 9"tlet itho"t the $rior ritten a$$ro&al of the
Franchisor% The Franchisor shall $ac3 and mar3 the /rod"cts in conformity ith
the las, reg"lations and other legal $ro&isions hich are from time to time in
force in 5ndia and in accordance ith the $ractice generally folloed by the
Franchisor for the /rod"cts% The Franchisee shall 3ee$ the Franchisor reg"larly
informed of any s"ch las, reg"lations and other legal $ro&isions and any
changes therein% F"rther, the Franchisor shall ha&e the right to alter, modify, add
to, or re6model the $ac3aging in hich the /rod"cts are s"$$lied ith $rior
information4notice to the Franchisee% /ro&ided hoe&er, s"ch alterations,
modifications, additions, or re6modeling shall be in com$liance of all las and
reg"lations hich are in force from time to time and a$$licable to the *etail
9"tlet%
K%2 I$on the finaliBation of the /"rchase 9rders, the Franchisor shall deli&er the
/rod"cts on or before the e.$ected date of deli&ery% The /rod"cts shall either be
deli&ered by the Franchisor to the Franchisee at the *etail 9"tlet, or to any other
location as may be intimated by the Franchisor to the Franchisee% The Franchisor
shall not be res$onsible for delays occ"rring on acco"nt of the FranchiseeFs
inability or fail"re to $lace the orders for the /rod"cts on time%
K%@ ?eli&ery of the /rod"cts by the Franchisor shall be com$lete and deemed to ha&e
been com$leted at the time hen the /rod"cts are deli&ered either to the
Franchisee or any of its designated agents%
K%C The title in each consignment of the /rod"cts shall $ass and be deemed to ha&e
$assed in fa&o"r of the Franchisee as and hen the consignments are deli&ered by
the Franchisor%
K%+ The Franchisee shall be solely res$onsible for $ro&iding ins"rance co&er to those
consignments of the /rod"cts, the title in hich ha&e $assed in fa&o"r of the
Franchisee% The Franchisee shall also be res$onsible for ins"rance co&erage on
any other fi.t"res, information technology e2"i$ment etc% $ro&ided ithin the
*etail 9"tlet%
K%, The Franchisee shall ins$ect each consignment containing the /rod"cts s"$$lied
by the Franchisor for trans$ortation damages, com$leteness, com$liance ith
order s$ecifications and any other ob&io"s defects ithin to (2) days of deli&ery
thereof% 5n the absence of any intimation of defect by the Franchisee in
accordance ith this =la"se '''', the Franchisee shall be deemed to ha&e
acce$ted the consignment of the /rod"cts%
K%7 The Franchisor shall re$lace defecti&e consignments of /rod"cts, if, and only if
the Franchisee informs the Franchisor of s"ch defects ithin (2) days of ta3ing
deli&ery thereof, and satisfies the Franchisor that s"ch defect or defects are
attrib"table to the Franchisor%
'>. ST(RAGE
-0%- The Franchisee shall $ro&ide for ade2"ate storage $lace of s"ch area and follo
the storage instr"ctions of the Franchisor in res$ect of the /rod"cts% The /arties
may agree to "se a common central storage areho"se ith distinct storage area
allocated for the Franchisee%
-0%2 The Franchisee shall store the /rod"cts in accordance ith the retail g"idelines
$ro&ided by the Franchisor from time to time%
-0%@ 8otithstanding the generality of the $ro&isions of =la"se -0%- and -0%2
hereinabo&e, the Franchisee shall be liable to store and dis$lay the /rod"cts in
accordance ith the c"rrent g"idelines iss"ed by the Franchisor [please confirm]
from time to time% The aforesaid g"idelines are s"b7ect to modifications from time
to time at the sole discretion of the Franchisor and im$lementation of s"ch
modified g"idelines by the Franchisee shall be mandatory% The Franchisor shall
be entitled to terminate this Agreement in the e&ent of fail"re by the Franchisee to
follo the aforesaid g"idelines and ta3e a$$ro$riate correcti&e actions ithin the
time $eriod $ro&ided by Franchisor%
-0%C 5t is clarified for the remo&al of do"bt that in the e&ent the Franchisor is held
liable for any $rod"ct liability attrib"table to im$ro$er storage, handling and4or
trans$ort and4or sale of the /rod"cts by the Franchisee, the Franchisee shall be
liable to indemnify the Franchisor for the same% 5t is f"rther clarified that sho"ld
the Franchisor be liable for any defect in #er&ices rendered by the Franchisee, the
Franchisee shall be liable to indemnify the Franchisor for the same%
''. (&/IGATI(NS (F THE FRANCHISEE
--%- This Agreement and the grant of a franchise to the Franchisee in res$ect of the
/rod"cts and #er&ices shall be conditional on the Franchisee com$lying ith all
obligations set in this Agreement d"ring the Term%
--%2 ?"ring the Term, the Franchisee shall!
--%2%- (aintain the highest standards of 2"ality and s3ill in relation to the
cond"ct of its obligations here"nder, and shall acti&ely $romote the
/rod"cts and "se its best endea&o"rs to ma.imise sales of the /rod"cts and
$romote the m"t"al b"siness interests of the Franchisor and Franchisee0
--%2%2 )enerally cond"ct the its obligations here"nder in accordance ith and
com$ly strictly ith all re2"irements, s$ecifications, directions, standards,
$ractices and $roced"res relating to the mar3eting, distrib"tion and sale of
the /rod"cts comm"nicated by the Franchisor to the Franchisee from time
to time incl"ding b"t not limited to the terms of this Agreement%
--%2%@ ?istrib"te and dis$lay at the *etail 9"tlets all literat"re in accordance ith
the directions and s$ecifications of the Franchisor from time to time% All
literat"re, dis$lays and $romotional materials $ro&ided by the Franchisor
shall be $ro&ided on loan and shall remain the $ro$erty of the Franchisor0
--%2%C /artici$ate and co6o$erate in ad&ertising, mar3eting and $romotional
initiati&es relating to the "se of the /rod"cts initiated or cond"cted by the
Franchisor0
--%2%+ ;m$loy s"fficient n"mber of trained staff at the *etail 9"tlet to com$ly
f"lly ith FranchiseeLs obligations as set o"t in this Agreement0
--%2%, /artici$ate, and ens"re that its staff $artici$ate, in s"ch ongoing training as
the Franchisor may from time to time consider necessary or a$$ro$riate
and $ay the Franchisor in ad&ance all training fees (if any) $rescribed by
the Franchisor for s"ch training, and "nless otherise agreed beteen the
/arties in riting, $ay or reimb"rse to the Franchisor all incidental
e.$enses, incl"ding the costs of all tra&el, accommodation and meals,
inc"rred by Franchisee or any of its staff0
--%2%7 /ermit the Franchisor or by its d"ly a"thorised re$resentati&es from time
to time at all reasonable times on $rior notice to enter the *etail 9"tlet and
to ha&e access to (incl"ding the right to re&ie and ta3e co$ies of) all
rele&ant boo3s, records, acco"nts and other information necessary or
a$$ro$riate to enable the Franchisor to &erify that Franchisee is in d"e
com$liance ith its obligations "nder this Agreement% The Franchisor
shall ha&e the right, on the basis of s"ch ins$ection and re&ie, itho"t
$re7"dice to any other remedy hich may be a&ailable to it in la, to
instr"ct and direct the Franchisee as to the actions and4or ste$s hich the
Franchisor re2"ires to be ta3en or im$lemented by the Franchisee in order
to ens"re the FranchiseeLs com$liance ith its obligations here"nder% The
Franchisee shall at its on e.$ense com$ly $rom$tly ith all s"ch
instr"ctions and directions iss"ed by the Franchisor, $ro&ided that if
Franchisee fails $rom$tly to com$ly ith any s"ch instr"ctions and
directions or ith any of its obligations here"nder, the Franchisee shall
$ermit the Franchisor and its d"ly a"thorised re$resentati&es to enter the
*etail 9"tlet and to carry o"t the FranchiseeLs obligations at the
FranchiseeLs e.$ense0
--%2%J (aintain the interior and e.terior of the *etail 9"tlet and all e2"i$ment,
fi.t"res, fittings and signages as ell as the s"rro"nding $remises in a
good, clean, attracti&e and safe condition, incl"ding by reno&ating,
modernising, re$airing, re$lacing, re$ainting and4or re6f"rnishing the same
as necessary to com$ly ith all stat"tory or reg"latory re2"irements and
other re2"irements or standards im$osed by the Franchisor from time to
time thro"gho"t the term hereof0
--%2%K 9$erate the *etail 9"tlet at least d"ring the ho"rs s$ecified in the retailing
g"idelines $ro&ided by the Franchisor from time to time or otherise
determined by the Franchisor from time to time and ens"re that a
res$onsible and $ro$erly 2"alified and trained re$resentati&e is a&ailable
to s"$er&ise and cond"ct the acti&ities at the *etail 9"tlet d"ring all s"ch
ho"rs in accordance ith the terms of this Agreement%
--%2%-0 (aintain reso"rces and s"fficient in&entory of the /rod"cts to meet
c"stomer demand0
--%2%-- /ro&ide the #er&ices in an efficient manner so as to com$ly ith
the s$ecifications iss"ed by the Franchisor0
--%2%-- /ro&ide c"stomer and arranty ser&ices as laid don by the
Franchisor and set o"t in the g"idelines $ro&ided by the Franchisor or
otherise notified by the Franchisor to the Franchisee from time to time0
--%2%-2 8ot engage directly or indirectly in any b"siness hich is similar
to or com$eting ith the b"siness carried on by the Franchisor and
franchised to its franchisees0
--%2%-@ ;.$editio"sly obtain and maintain at its on cost thro"gho"t the
Term all re2"isite )o&ernmental, stat"tory and other reg"latory licences,
a$$ro&als, a"thorisations, registrations and consents necessary to o$erate
the *etail 9"tlet and for the d"e and $ro$er $erformance of its obligations
here"nder, and $ro&ide Eicensor $rom$tly ith co$ies of the same and
information relating thereto as reasonably re2"ested0
--%2%-C Be res$onsible for all its em$loyees, agents and contractors,
incl"ding for their com$liance ith the terms of this Agreement and in
res$ect of any re2"irements im$osed by stat"te on the Franchisee as an
em$loyer or $rinci$al% The Franchisee ac3noledges that all $ersons
em$loyed by it ill e.cl"si&ely remain its em$loyees, and nothing in this
Agreement shall be so constr"ed as to create a relationshi$ of em$loyer
and em$loyee beteen the Franchisor and FranchiseeLs em$loyees0
--%2%-+ 5ndemnify the Franchisor and its Affiliates from and against any
and all claims, demands, losses, damages, liabilities and e.$enses
(incl"ding legal e.$enses) hich the Franchisor and4or its Affiliates may
s"ffer or inc"r as a res"lt of or in connection ith the FranchiseeLs "se of
the *etail 9"tlet or cond"ct of the acti&ities in the *etail 9"tlet, or the
breach of any term of this Agreement, negligence, fra"d, illf"l defa"lt or
breach of stat"tory d"ty, of or by the Franchisee, or its em$loyees, agents
or contractors (incl"ding itho"t limitation any liability or e.$ense
inc"rred in connection ith any claim bro"ght "nder the =ons"mer
/rotection Act, -KJ, or e2"i&alent legislation)0
--%2%-, The Franchisee ac3noledges that the obligations described
hereinabo&e are necessary to $rotect the FranchisorLs intellect"al $ro$erty
rights and4or to maintain the common identity and re$"tation of the
FranchisorLs franchised netor30
',. (&/IGATI(NS (F THE FRANCHIS(R
-2%- 5f re2"ired and $"rs"ant to a m"t"ally agreeable sched"le, &en"e and the n"mber
of $ersonnel, the Franchisor shall $ro&ide re2"isite training to the nominated
$ersons of the Franchisee%
-2%2 The Franchisor shall ma3e a&ailable to the Franchisee the retailing g"idelines,
man"als and other s$ecifications and all s"$$ort necessary for the Franchisee to
mar3et and $ro&ide the /rod"cts and the #er&ices to c"stomers in 5ndia%
'-. STAFFING
-C%- The Franchisee shall be res$onsible to $ay the salaries, ages and other
rem"neration to the members of its staff a$$ointed by themsel&es and the
Franchisor shall not be res$onsible in any ay ith any claim by s"ch staff and
the Franchisee agrees to indemnify and 3ee$ indemnified the Franchisor, against
any claim for non6$ayment to them and against any action, s"it or other
$roceedings that may be ado$ted, ta3en or had by the said staff or any one or
more of them in res$ect thereof% 1oe&er, the Franchisor if it so desires, shall be
entitled at its discretion, for the $"r$ose of effecting $rom$t, efficient and
contin"o"s sales of the /rod"cts and $erformance of the #er&ices, as also to assist
and g"ide the staff of the Franchisee, may a$$oint s"ch additional staff as may be
deemed fit by the Franchisor from time to time at the *etail 9"tlet, only to
$romote the sale of their on $rod"cts% The staff so a$$ointed by the Franchisor
shall be "nder the control and s"$er&ision of the Franchisor ith a direction to
them to co6o$erate ith the Franchisee in the interest of m"t"al benefit of the
/arties% The Franchisor shall be res$onsible to $ay and shall $ay directly, the
salaries, ages and other rem"neration $ayable by the Franchisor to its staff
members if any and the Franchisee shall not be res$onsible and liable and4or
concerned in any ay thereof%
'.. INTE//ECT0A/ "R("ERT+ RIGHTS
-C%- The Franchisor may s"$$ly the /rod"cts to the Franchisee "nder s"ch trademar3s
as the Franchisor or its Affiliates may introd"ce from time to time (the MTra*e
MarkN)% The Franchisee shall sell the /rod"cts in the *etail 9"tlet only "nder
the Trade (ar3s assigned by the Franchisor to the /rod"cts and the Franchisee
shall "se the Trade (ar3s only in connection ith the /rod"cts in the *etail
9"tlet% The Franchisee shall not tam$er ith any mar3ings or other indication of
the so"rce of origin of the /rod"cts that may be $laced by the Franchisor on the
/rod"cts% The Franchisee shall not "se the Trade (ar3s or ado$t any trade mar3s
identical or similar to any of the Trade (ar3s on or in relation to any $rod"cts or
otherise e.ce$t as the Franchisor may a"thorise in riting%
-C%2 The Franchisee shall not "se the Trade (ar3s or any of them in any cor$orate title
or trading name nor allo s"ch "se in the cor$orate title or trading name of any
cor$oration, com$any, $artnershi$, association, b"siness or di&ision hich the
Franchisee may be or becomes affiliated or related thro"gh onershi$ or
otherise%
-C%@ 5n the e&ent the Franchisee comes to 3no of any instances of mis"se or
infringement of any of the Trade (ar3s, $atents and4or any $ro$rietary rights of
the Franchisor (collecti&ely the MInte))ectua) "r!?ert#N) or the FranchisorFs title
to the 5ntellect"al /ro$erty, by third $arties, it shall forthith notify the
Franchisor and render all assistance to the Franchisor on instr"ctions from
Franchisor in any $roceedings that the Franchisor or the oner of the 5ntellect"al
/ro$erty may ta3e to $re&ent s"ch mis"se or infringement%
-C%C The Franchisee shall "se and a$$ly any trade mar3s of the hich it is $ermitted to
"se only in connection ith the /rod"cts and only in the form, colo"r, design,
style and manner directed or a$$ro&ed by the Franchisor in riting from time to
time and strictly in accordance ith the terms of this Agreement0
-C%+ The Franchisee shall not "se or a$$ly any other name, trade mar3, indicia, logo or
other $ro$rietary or commercial name or designation in connection ith the
/rod"cts itho"t the $rior ritten consent of the Franchisor0
-C%, The Franchisee shall not register or attem$t to register in any territory any of the
Trade (ar3s or any name or designation com$rising or incor$orating any of the
Trade (ar3s or any $art thereof or any other name or designation hich is in the
FranchisorFs o$inion identical or similar to the Trade (ar3s, itho"t the $rior
ritten consent of the Franchisor% The Franchisee shall, "$on the FranchisorFs
re2"est, e.ec"te any instr"ment that may be necessary or a$$ro$riate to register,
maintain or rene the registration the Trade (ar3s in the FranchisorFs (or its
nomineeLs) name0
-C%7 The Franchisee shall not do, ca"se or a"thorise to be done anything hich ill or
may im$air, damage or be detrimental to the re$"tation or goodill associated
ith the Franchisor, the /rod"cts, the Trade (ar3s, or hich ill or may
ad&ersely affect the &al"e or &alidity of the Trade (ar3s or bring the FranchisorFs
b"sinesses or Trade (ar3s to disre$"te%
-C%J The sale and distrib"tion of the /rod"cts by the Franchisee in the retail o"tlet in
accordance ith the terms and conditions contained herein shall not be constr"ed
or deemed or im$lied, directly or indirectly as granting or creating in fa&o"r of the
Franchisee any license or right to the "sage or onershi$ of the 5ntellect"al
/ro$erty in any manner hatsoe&er%
'1. C(NFIDENTIA/IT+
-+%- The Franchisee shall not disclose to any third $arty or "se any =onfidential
5nformation of the Franchisor e.ce$t as e.$ressly $ermitted "nder this
Agreement, and that it shall ta3e all reasonable meas"res to maintain the
confidentiality of all s"ch =onfidential 5nformation in its $ossession or control,
hich shall in no e&ent be less than the meas"res it "ses to maintain the
confidentiality of its on information of similar im$ortance% 8otithstanding the
foregoing, the obligation of confidentiality shall not a$$ly to any disclos"re (i) of
information that is in or enters the $"blic domain other than by reason of a breach
by the Franchisee0 or (ii) of information that as in the $ossession of the
Franchisee $rior to disclos"re to the Franchisee0 or (iii) of information already at
the date of disclos"re hich has been de&elo$ed as a res"lt of the efforts of the
Franchisee and not as a direct or indirect res"lt of the disclos"re of the same
information by the Franchisor0 or (i&) hich is obtained laf"lly by the
Franchisee from a third $arty ho is not 3non to ha&e obtained s"ch information
directly or indirectly from the Franchisor0 or (&) of information re2"ired by la,
reg"lation, legal $rocess, or order of any co"rt or go&ernmental body ha&ing
7"risdiction $ro&ided to be disclosed0 or (&i) of information disclosed to financial
and legal ad&isers, hoe&er, that $rior to s"ch disclos"re, the Franchisee shall
inform the Franchisor and cons"lt ith the Franchisor as to the information hich
ill be disclosed and, $ro&ided, f"rther, that the information so disclosed shall be
limited to that legally re2"ired to be disclosed $"rs"ant to s"ch la, reg"lation,
legal $rocess, or order of any co"rt or reg"latory4 go&ernment a"thority% The
$ro&isions of this =la"se -+ shall s"r&i&e this Agreement and contin"e in f"ll
force and effect for + years after the termination of this Agreement%
-+%2 The =onfidential 5nformation shall be disclosed on a need to 3no basis to
directors, officers, em$loyees and agents and the Franchisee shall ca"se its
directors, officers, em$loyees and agents to be bo"nd by the terms of this =la"se
-, and Agreement in order to sec"re the interests of the Franchisor%
'3. TERMINATI(N
-,%- A /arty (MN!n Defau)ting "art#N) may terminate the Agreement for a material
breach of the $ro&isions of this Agreement by the other $arty (MDefau)ting
"art#N) significantly affecting the 8on ?efa"lting $artyFs rights "nder this
Agreement% /ro&ided that if the breach is ca$able of rectification, the 8on
?efa"lting /arty may, at its discretion, gi&e a notice of thirty (@0) days to the
?efa"lting /arty to rectify the breach before terminating the Agreement%
-,%2 5t is hereby agreed by the /arties that either $arty may terminate this Agreement
"$on ritten notice in the e&ent of the assignment of the non6terminating $artyFs
assets for the benefit of creditors, the filing of a $etition in ban3r"$tcy by or
against the non terminating $arty or the a$$ointment of a recei&er or other similar
officer to ta3e charge of all or $art of the assets or if the non terminating $arty is
ad7"dicated an insol&ent or otherise li2"idates, dissol&es or ceases its b"siness
o$erations%
-,%@ Termination by the Franchisor
:itho"t limiting the generality of the foregoing $ro&isions contained in this
=la"se -7, the Franchisor may terminate this Agreement!
-,%@%- if the Franchisee enters into an arrangement or agreement ith a
com$etitor of the Franchisor and s"ch arrangement or agreement does or
is li3ely to, in the FranchisorFs $erce$tion, ad&ersely affect the distrib"tion
of the /rod"cts in the territory in hich the *etail 9"tlet o$erates0
-,%@%2 :ith si.ty (,0) days notice if the sales &ol"mes of the /rod"cts and the
t"rno&er for #er&ices rendered in a $artic"lar Oear d"ring the Term falls
short of the Oearly target set by the Franchisor by or in e.cess of -+<
$ercent0
-,%@%@ if the Franchisee is "nable to maintain ade2"ate agreed 2"antity of stoc3s
of the /rod"cts and fails to c"re the same ithin fifteen (-+) days of
ritten notice by the Franchisor re2"esting the Franchisee to c"re the
same%
-,%@%C in the e&ent the Franchisee fails to store and dis$lay the /rod"cts in
accordance ith the standard o$erating g"idelines $ro&ided by the
Franchisor and fails to c"re the same ithin fifteen (-+) days of ritten
notice by the Franchisor%
-,%@%+ in the e&ent the Franchisee commits an act or becomes in&ol&ed in a
sit"ation incl"ding any fra"d, criminal cond"ct, "nethical beha&ior hich
in the reasonable o$inion of the Franchisor, brings the Franchisor into
$"blic disre$"te, contem$t, scandal or ridic"le, is detrimental to the image
and brand of the Franchisor, offends $"blic o$inion or the sensibilities of
any s"bstantial class or gro"$, or reflects "nfa&orably "$on the re$"tation
of the Franchisor or any of the Affiliates%
-,%@%, 5f the Franchisee assigns this Agreement%
-,%C =onse2"ences 9f Termination
-,%C%- I$on termination of this Agreement, the Franchisee shall cease to be a
Franchisee of the Franchisor and shall forthith cease the sale or
distrib"tion of the /rod"cts and the rendering of the #er&ices%
-,%C%2 I$on termination, the Franchisee shall, at its cost, forthith deli&er to the
Franchisor or any $erson a"thorised by the Franchisor, the =onfidential
5nformation, all doc"ments, draings, materials, $rod"ct literat"res,
$romotion materials of the /rod"cts%
-,%C%@ 5n the e&ent of termination of this Agreement, the Franchisee shall cease
holding itself o"t as Franchisee of the Franchisor for the /rod"cts and
shall remo&e all signs, names, insignia, ty$es, tele$hone directory listings,
ad&ertisements and other material that identifies it as a Franchisee of the
Franchisor%
-,%C%C The termination of this Agreement for any reason hatsoe&er shall be
itho"t $re7"dice to any obligations or rights on the $art of any /arty
hich accr"e $rior to the termination of this Agreement and shall not
affect or $re7"dice any $ro&isions of this Agreement hich are e.$ressly
or by im$lication $ro&ided to come into effect or contin"e after s"ch
termination%
-,%C%+ I$on termination, the Franchisee shall, at its cost, forthith cease and
discontin"e "se of the 5ntellect"al /ro$erty, mar3eting and $rod"ct label
and $ac3aging materials and ret"rn all s"ch materials to the Franchisor or
any $erson a"thorised by the Franchisor%
-,%C%, I$on termination, all amo"nts $ayable by any /arty at or $rior to the
effecti&e date of termination shall immediately become d"e and $ayable
and each /arty shall forthith $ay all s"ch s"ms% All in&oices raised by
the Franchisor shall become immediately d"e and $ayable%
-,%C%7 The Franchisee shall d"ring and after the e.$iry or termination of this
Agreement be liable to assist the Franchisor in any and all litigation,
claims, etc hich arises d"e to any act or omission $rior to the termination
of this Agreement and indemnify the Franchisor against all s"ch litigation,
claims, etc hich are attrib"table to the Franchisee%
-,%C%J The Franchisee shall assist the Franchisor, at the FranchisorFs cost and
e.$ense, in any and all litigation, claims etc% in res$ect of the /rod"cts and
the #er&ices hich are $ending as on the date of e.ec"tion of this
Agreement or hich may arise d"e to any act or omission $rior to the
e.ec"tion hereof%
-,%C%K The Franchisor may $"rchase from the Franchisee any saleable stoc3 of
the /rod"cts at the FranchiseeFs b"ying $rice% Any "nsaleable stoc3 of the
/rod"cts ith the Franchisee shall be destroyed by and at the cost of the
Franchisee in the $resence of a"thorised re$resentati&es of the Franchisor%
-,%C%-0 All stoc3 of the /rod"cts $"rchased by the Franchisor in
accordance ith =la"se -7%C%K hereinabo&e shall be deli&ered by the
Franchisee to a location designated by the Franchisor, at the FranchisorFs
e.$ense%
-,%C%-- 5t is e.$ressly agreed beteen the Franchisor and the Franchisee
that any dealings beteen the Franchisor and the Franchisee after
termination of this Agreement other than as contem$lated "nder this
=la"se -7 shall not be deemed to a"tomatically rene the Term, "nless
e.$ressly agreed beteen the Franchisor and the Franchisee in riting%
'7. INDEMNIFICATI(N
-7%- The FranchisorFs indemnification of the Franchisee shall be limited only to and
against the damages aarded by a co"rt, ascribable to the fact that the /rod"cts do
not meet the s$ecifications or that the 2"ality of the /rod"cts s"$$lied by the
Franchisor to the Franchisee do not conform to the a$$licable las, reg"lations
hich are in force from time to time%
-7%2 The Franchisee shall indemnify and hold the Franchisor harmless against any
claim in relation to the /rod"cts deli&ered by the Franchisor "nder this
Agreement, hich shall be limited to claims arising o"t of acti&ities of $romotion,
mar3eting, storage, sale and distrib"tion of the /rod"cts in the *etail o"tlet% :ith
regard to the #er&ices, the Franchisee shall indemnify and hold the Franchisor
harmless against any claim in relation to the #er&ices $erformed by the Franchisee
"nder this Agreement0
-7%@ The Franchisee shall be solely res$onsible for, and shall indemnify and hold the
Franchisor free and harmless from, any and all claims, damages or las"its
(incl"ding the FranchisorFs legal e.$enses) arising o"t of the acts or omissions or
non6com$liance of the Franchisee, its em$loyees or its agents%
-7%C The Franchisee shall $rom$tly inform the Franchisor in riting of any claim
arising d"e to the 2"ality or s$ecifications of the /rod"cts or the rendering of the
#er&ices by the Franchisee%
'9. N(N 5S(/ICITATI(N
-K%- The Franchisee shall not solicit for em$loyment or 3noingly em$loy any
em$loyee of the Franchisor d"ring the lesser of! (i) the Term and for a $eriod of
to (2) years after the e.$iry or early termination of this Agreement0 or (ii) to
(2) years after the em$loyee is no longer em$loyed by the Franchisor%
';. ASSIGNMENT
20%- The Franchisee shall not "nder any circ"mstances assign its rights or obligations
"nder this Agreement itho"t the $rior e.$ress ritten consent of the Franchisor%
This Agreement shall in"re to bind the s"ccessors and assigns of the res$ecti&e
/arties%
,>. G(8ERNING /A$< DIS"0TE RES(/0TI(N AND @0RISDICTI(N
20%- This Agreement shall be go&erned and constr"ed in accordance ith the las of
5ndia%
20%2 The /arties shall attem$t to amicably settle all dis$"tes arising o"t of this
Agreement and the obligations there"nder (the "Di?ute")% ;ither /arty may gi&e
ritten notice of the ?is$"te to the other /arty ithin ten (-0) days of the
occ"rrence of the e&ent hich gi&es rise to s"ch ?is$"te or s"ch e&ent came to
the notice of the a$$licable /arty%
20%@ 5f any ?is$"te arising beteen the /arties is not amicably settled ithin fifteen
(-+) days of commencement of attem$ts to settle the same, the ?is$"te shall be
referred to and be finally settled by arbitration to be cond"cted by a sole
arbitrator% The /arties agree that the arbitration $roceedings ill be cond"cted at
Bangalore and shall be go&erned by the $ro&isions of the Arbitration and
=onciliation Act, -KK, and4or any stat"tory reenactment or modification thereof
for the time being in force% The decision of the arbitrator(s) shall be final and
binding on the /arties%
20%C #"b7ect to the foregoing the co"rts at Bangalore =ity alone shall ha&e 7"risdiction
to the e.cl"sion of all other co"rts in 5ndia%
,'. INDE"ENDENT C(NTRACT(R RE/ATI(NSHI"
22%- The Franchisee shall $erform its obligations "nder this Agreement as an
inde$endent contractor on a non6e.cl"si&e basis, and, "nless stated e.$licitly,
nothing contained herein shall be deemed to create any $artnershi$, 7oint &ent"re,
or relationshi$ of $rinci$al and agent beteen the /arties hereto or any of their
affiliates or s"bsidiaries, or to $ro&ide either /arty ith any right, $oer or
a"thority, hether e.$ress or im$lied, to create any s"ch d"ty or obligation on
behalf of the other /arty% ;ach /arty agrees to e.ec"te s"ch f"rther doc"ments
and $ro&ide s"ch materials and information as may be reasonably re2"ested by
the other /arty to enable it to $erform its d"ties and obligations "nder this
Agreement%
,,. F(RCE MA@E0RE
2@%- The Franchisee shall not be liable for damages arising from non $erformance of
the obligations "nder this Agreement d"e to fire, e.$losion, $est damage, $oer
s"rges or fail"res, stri3es or labo"r dis$"tes, ater, acts of )od, the elements,
ar, ci&il dist"rbances, acts of ci&il or military a"thorities or $"blic enemy,
inability to sec"re materials or com$onents d"e to factors beyond its control, f"el
or energy shortages, trade embargoes, acts or omissions of comm"nications
carriers or go&ernmental reg"latory a"thorities or agencies, "na"thoriBed "se of
the $rod"cts, or other ca"ses beyond the FranchiseeFs reasonable control hether
or not similar to the foregoing% 5f the Franchisee is affected by a force ma7e"re
e&ent, it shall forthith notify the Franchisor in riting of the occ"rrence of the
Force (a7e"re e&ent (and the li3ely d"ration of the im$act or delay ca"sed by the
Force (a7e"re e&ent) and the $erformance of its obligations ill be s"s$ended
d"ring the $eriod that the force ma7e"re circ"mstances $ersist and the Franchisee
shall be granted an e.tension of time for $erformance of the its obligations e2"al
to the $eriod of delay attrib"table to the force ma7e"re e&ent%
2@%2 5f the FranchiseeFs $erformance of its obligations is s"s$ended d"e to an
occ"rrence of a Force (a7e"re e&ent for a $eriod beyond ninety (K0) days, the
Franchisor may, at its sole discretion, terminate this Agreement itho"t inc"rring
charges%
,-. N(TICES
20%- ;.ce$t as otherise $ro&ided herein, all notices "nder this Agreement shall be in
riting and shall be sent by registered $ost ac3noledgement d"e, by hand or by
co"rier, or by electronic mail or by facsimile transmission to the a$$licable /arty
at the address first mentioned in this Agreement%
20%2 Any notice, doc"ment or comm"nication!
(i) deli&ered by hand or by co"rier is deemed to be recei&ed at
commencement of the day ne.t folloing deli&ery to that addressee0 and
(ii) sent by facsimile transmission or electronic mail is deemed to be recei&ed
contem$oraneo"sly ith the recei$t by the sending /arty of an electronic
confirmation of transmission of the notice to that addressee%
,.. $AI8ERS AND AMENDMENTS
2-%- :ai&er by either /arty of any defa"lt by the other /arty shall not be deemed a
ai&er of any other defa"lt% 8o $ro&ision of this Agreement shall be deemed
ai&ed, amended or modified by either /arty, "nless s"ch ai&er, amendment or
modification is in riting and signed by the a"thoriBed re$resentati&e of the /arty
against hom it is so"ght to enforce s"ch ai&er, amendment or modification%
,1. HEADINGS
22%- The article, cla"se and $aragra$h headings contained in this Agreement are for
reference $"r$oses only and shall not affect in any ay the meaning or
inter$retation of this Agreement%
,3. ENTIRET+ AND SE8ERA&I/IT+
27%- This Agreement, incl"ding the #ched"les attached hereto constit"tes the entire
agreement beteen the /arties ith res$ect to the s"b7ect matter hereof% The
$ro&isions of this Agreement are se&erable% 5f any $art, term or $ro&ision of this
Agreement is held illegal, "nenforceable or in conflict ith any la of a federal,
state or local go&ernment ha&ing 7"risdiction o&er this Agreement, the &alidity of
the remaining $ortion or $ortions shall not be affected% Any in&alid or
"nenforceable $ro&ision of this Agreement shall be re$laced ith a $ro&ision,
hich is &alid and enforceable, and most nearly reflecting the original intent of
the "nenforceable $ro&ision%
[Signature page follows]
58 :5T8;## :1;*;9F, the /arties ha&e ca"sed this Agreement to be e.ec"ted by
their res$ecti&e d"ly a"thoriBed re$resentati&es as of the date first ritten abo&e%
$itne%
#ignat"re! #ignat"re!
8ame! 8ame!
Title! ?ate!
?ate! Address!
$itne%
#ignat"re! #ignat"re!
8ame! 8ame!
Title! ?ate!
?ate! Address!
Sche*u)e '
4Service6
Sche*u)e ,
4"r!*uct6
Sche*u)e - 4C)aue .6
Retai) (ut)et