Agreement for business franchise by the law office

TLO Confidential - Version- I- of 2014 Page 1 of 63
Drafted by TLO www.thelawoffice.co.in Naveen Kumar Shelar Advocate 85.86.97.26.36
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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
27.1FRANCHISE will adhere to ABC ’s procedures and requirements for
the design and construction of the OUTLET, as more particularly
described by the ABC
27.2In 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_________________________________

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Darya Ganj,
New Delhi-110002
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