Memorandum

of Agreement
For Vakrangee Kendra

This Agreement (“Agreement”) is formed on ____________________ (“Effective Date”)

between:
VAKRANGEE LTD, a company registered under the Companies Act, 1956 and having its
registered and corporate office at Vakrangee House, Plot No. 66, Marol Co-op Industrial
Estate, Off. M. V. Road, Andheri (E), Mumbai-400059, India (hereinafter referred to as
“Vakrangee”) of the FIRST PART
AND

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Shri./Smt./Kum. ……………………………………………………………………………………, Aged ………. years,
…….…………………………………….……….(Age in words), Resident of ………………………………………………
hereinafter referred to as Franchisee, which expression shall unless Repugnant to the
context or meaning thereof mean and include his/her heirs, executors, administrators, and
assigns of the OTHER PART.
OR
M/s. _______________________________________________________, a partnership firm
registered under the Partnership Act, 1932 and having its office at _________________,
India (hereinafter referred to as “Franchisee”, which expression shall unless repugnant to
the context or meaning thereof include their successors and permitted assigns) of the
OTHER PART

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 OR


M/s. ________________________________________________________, as LLP registered
under Limited Liability Partnership Act, 2008 and having its office at
_____________________, India (hereinafter referred to as “Franchisee”, which expression
shall unless repugnant to the context or meaning thereof include their successors and
permitted assigns) of the OTHER PART
OR

M/s. ____________________________________________________, a company registered
under the Companies Act, 1956/2013 and having its registered and corporate office at
______________________________, India (hereinafter referred to as “Franchisee”, which
expression shall unless repugnant to the context or meaning thereof include their successors
and permitted assigns) of the OTHER PART


Vakrangee and the Franchisee are hereinafter collectively referred to as the “Parties” and
individually as a “Party”.

WHEREAS,

1) Vakrangee, in terms of its commitment to provide various Government, BFSI and

eCommerce services to the citizens of India under one roof, desires to introduce a Franchise
Model under the brand name “Vakrangee Kendra”
2) Each Franchisee and its employee shall perform its obligation under this agreement in a
manner that does not infringe or constitute an infringement or misappropriation of, any
patent, copyright, trademark, trade secret, or other proprietary rights of any third party.

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 3) Vakrangee has been engaged in providing a wide range of following services and products
through the said “Vakrangee Kendra” as listed below:

Sr. No. Category Types of Services

1 Vakrangee Bazaar eCommerce

Logistics

2 Vakrangee Vitta Banking

ATM
Insurance
3 Vakrangee Nagrik eGovernance

4) Vakrangee is involved in the business of providing various e-Governance and financial

inclusion services and has allied with the Government of various states and multiple banks in
India for providing the said services smoothly and with ease to the citizens of India.
5) Vakrangee has also tied with various businesses and service providers and wishes to deliver
their products and services to the end customer as a bouquet of services at one place
through a retail outlet.
6) Further, Vakrangee has received the “Certificate of Authorization” for undertaking the
activity of White Label ATM business from the Reserve Bank of India.
7) The Franchisee has agreed and committed to act in the capacity of Franchisee to provide the
agreed specified services as detailed in Annexure I and Vakrangee has agreed to act as the
Franchisor to the said Franchisee.
8) Vakrangee is entering into this Agreement upon the Franchisee’s assurance for developing
the Business within the allocated designated geography.
Now this deed witnessed as follows:

1. Rights granted to Franchisee

Subject to and in accordance with the terms hereof, Vakrangee hereby grants to the Franchisee:
1) The right to run the Franchisee of Vakrangee Kendra business of the company within the
designated geography.
2) The right to use in the Business the Marks, other symbols, insignia, distinctive plans, designs
or specifications owned by or authorized to be used by Vakrangee.
3) All other rights and benefits accruing to the franchisee by virtue of this Agreement.

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2. Obligations of Vakrangee
The obligations of Vakrangee are as follows
1) In order to assist the franchisee in launching the Business, Vakrangee shall provide training
to the franchisee or his designated nominee Vakrangee gives the training either directly or
through chosen third party training providers.
2) The training will be mandatory and provided for a period to be determined by Vakrangee
and at location to be fixed by Vakrangee or the third party training provider which will also
provide a certificate of completion at the end. Cost of any such third party including
certification cost, the cost of travel and stay of the franchisee or his nominee during training,
where necessary, will be borne by the franchisee.
3) Vakrangee shall provide the Franchisee with ATM hardware (as per Annexure IV) which shall
be held by the Franchisee in the capacity of a Custodian.
4) Vakrangee shall provide technology support to the Franchisee required in relation to
performance of the Services, including installation of software, resolution of technical
support issues to access Vakrangee portals/websites. However, any technical issue where
the dependency is on the third party, Vakrangee shall not be held liable.
5) To assist the Franchisee in conducting the Business, Vakrangee shall provide or make
available to the Franchisee the following:
a) The Standard Operating Procedure Manual, which will contain the entire set of
guidelines on how to operate and manage a Vakrangee Kendra retail outlet.
b) The continual updates, if any, alternatives and/or improvements in or to the Standard
Operating Procedure, to enable the Franchisee to keep up to date with any changes in
the rules and operations of the Vakrangee Kendra business and its allied partners.
c) Copies of all marketing material suitable for use in his designated geography, if any is
deemed necessary
d) Periodic visits and inspections by designated employee/Auditor of Vakrangee as shall be
deemed appropriate for the purpose of monitoring the standards of the franchisee.
e) A fixed rate of Commission on the Business undertaken by the franchisee as per pre-
determined rates, which may be modified from time to time and remuneration for
related activities specified in Annexure III of this document.
f) Any services that Vakrangee may deem necessary as part of its Business through the
Franchisee.

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3. Obligations of Franchisee
The obligations of the Franchisee are as follows-
1) Franchisee shall ensure all the processes, rules and guidelines as specified in the Standard
Operating Procedure Manual given by Vakrangee are followed to their full extent.
2) Once communicated to the Franchisee, VKID will be the unique identification for the
franchisee and should be used for any further communications related to Vakrangee Kendra
business
3) Franchisee agrees to execute a separate “Business Correspondent Agent” (BCA) agreement
for providing Banking (Financial Inclusion) Services.
4) Franchisee agrees to execute a separate custodian agreement for one or more ATM
hardware as per Annexure IV
5) Franchisee should complete the prerequisite activities (as mentioned in Annexure X) before
go-live within 60 number of days from the date of Franchisee agreement
6) Subject to the availability and applicability of products and services from time to time, the
franchisee shall be mandated to provide all such products and services at the Kendra
7) Vakrangee holds the right to sell insurance products through its employees at the Vakrangee
Kendra
8) Provide services defined under the Agreement to the customers as per the following
timings:
Monday to Saturday: 9:00 am to 8:00 pm
Sunday: 10:00 am to 1:00 pm
Franchisee is bound to strictly adhere to these timings. Failing to do so, Vakrangee will levy a
penalty on the Franchisee as mentioned in the SOP. The Franchisee shall not refuse to
provide any service that is required to be provided as per this Agreement.
9) Employ any suitable person(s) to provide services on his/her behalf, as may be required for
the conduct of the Business. However, the Franchisee is not transferable and the franchise
shall be solely responsible for any breach of the Terms of this agreement by the franchisee
and/or his employees.
10) Train the employees in the operation of the System in all its aspects, to such a standard as
will discharge the training obligations of the Vakrangee under the agreement.

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11) Provide a neatly maintained the space and layout for conducting the Business, keeping in
view the need for providing convenient, access and interface to customers, and for display
of mandatory information and documentation to the customers, as prescribed by
Vakrangee. Any modification of the layout or shift in accommodation can be effected only
with prior approval of Vakrangee.
12) Maintain books of account as directed by Vakrangee and preserve all related documents as
per periodicity fixed by Vakrangee. These shall be made available to Vakrangee, and any
person authorized by Vakrangee at such time and place as may be required by Vakrangee for
the purposes of inspecting the service.
13) Allow any authorized member of the staff of Vakrangee to inspect the stock of various
products, forms, equipment etc. held by him and also the accounts and related documents,
at any time, without notice. Not allowing this facility will be treated as a breach of this
agreement and can lead to termination of the Franchisee.
14) Ensure safety and security of all articles of mails, documents generated/received as part of
Business through the outlet, while they are in the custody of the Franchisee, to maintain
necessary documentation, and to ensure their safe and timely further disposal as prescribed
by Vakrangee. Loss to Vakrangee due to failure to do so will be made good by the franchisee.
15) Follow all rules and regulations applicable to the Retail Outlet site that are issued by IOCL
expressly to Vakrangee, of any other statutory, regulatory, and government body applicable
in that regard from time to time
16) Ensure that customers are dealt with in a fair, courteous and honest manner, render
prompt, and willing service and conduct Business in such a manner as not to detract from or
bring disrepute to the Marks.
17) Promote the Business and even arrange for pick up services etc. within the earmarked area.
However, such canvassing of business must be limited to the specified area. No canvassing
beyond the landmarked area of respective franchisee.
18) The Franchisee will prominently display any information supplied by Vakrangee from time to
time, and display a signboard of prescribed dimensions, colour and indications bearing the
logo of Vakrangee.

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19) Not to bring the Services, System or Business into disrepute or to use the service for any
unlawful, immoral, improper or abusive purpose or for sending obscene, indecent,
threatening, harassing, unsolicited message or messages affecting / infringing national
interest, nor create any damage or risk of Vakrangee or its Network and / or other
franchisees / customers. The franchisee need to comply with IT Act, 2000 and as amended
from time to time
20) Fully co-operate with Vakrangee in conducting any investigation into complaints received.
Franchisee shall provide all relevant information in such cases as well as for any other
matter, as may be required by Vakrangee from time to time.
21) Agree to not start any similar venture or undertake any activity, independently or otherwise,
during the validity of this agreement which will constitute a conflict of interest with the
Business of Vakrangee, or which will give the franchisee, the power to influence the
economic conduct of such an undertaking.
22) Be liable for all taxes, present and future, and additional taxes/cesses/duties etc. that may
be levied by the Government or local authorities etc. on the Business, over and above what
is notified to be collected by Vakrangee.
23) Agree to undertake to pay all dues and outstanding, if any, to Vakrangee during the term of
agreement or on termination of agreement, even if there are any disputes pending between
the Franchisee and Vakrangee.
24) Return to Vakrangee the Marks and all related documents which are exclusive property of
Vakrangee on termination of the Franchisee.
For ATM:
25) Franchisee should open a Vakrangee ATM settlement account / wallet account in which
he/she should maintain a minimum 3 day working capital or Rs. 3 lakhs, whichever is higher.
In case of holidays, Franchisee should maintain extra working capital in this account to
ensure uninterrupted ATM services.
26) Franchisee shall pay Monthly maintenance charges and cost of consumables (as per need)
required for ATM operations. Vakrangee shall not deduct charges for ATM operations from
the Franchisee
27) Franchisee shall be responsible for any kind of fraud or loss of cash in transit. Franchisee will
have to compensate any charges levied on Vakrangee for misconduct during ATM operations
as per regulatory bodies
28) Franchisee shall not retain any customer data and store any information to be misused or
can be used on later on basis.

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4. Term of Franchisee
1) The Franchisee shall commence business in accordance with the terms of this Agreement.
2) The Agreement shall be valid for a period of 5 (five) years (“Term”) commencing from the
Effective Date, unless terminated earlier in accordance with Clause 12 (Termination)
3) The term of this agreement may further be extended/ renewed for such period as may be
deemed fit by, by the sole discretion of Vakrangee.
4) In case of cancellation of MOU between Vakrangee and IOCL, Vakrangee holds the right to
cancel the franchisee agreement.
5) Franchisee will have a lock-in period of 1 year, during which franchisee cannot terminate the
franchisee agreement, save by the reasons of force majeure or mutual agreement to the
contrary

5. Restrictions on Franchisee Operations

1) Notwithstanding the rights granted, the Franchisee shall not be entitled or permitted to use
the Marks or any part, or any other colorable imitation thereof in their own business
activities.
2) Franchisee shall not be permitted to provide any products and services other than those
specified by Vakrangee.
3) List of services applicable at the particular Vakrangee Kendra will be decided by Vakrangee
(depending on the service provider and viability) and is subject to change from time to time
and as per the changes decided by the management.
4) Franchisee shall not hold himself / herself out as being the agent or partner of Vakrangee or
as being entitled to pledge the credit of the Vakrangee, and will identify himself / herself as
an independent person in all dealings with third parties and on all stationery, signs and other
objects bearing the Marks.
5) Franchisee shall not charge any amount to the customer (in cash or in kind) over and above
the rates specified by Vakrangee
6) Franchisee shall not serve or otherwise sell or deal within Vakrangee Kendra any alcoholic
liquor or material prohibited by law under any circumstances whatsoever
7) Franchisee shall not allow any betting activities that involve money to be carried on in and
from Vakrangee Kendra or any part or portion thereof

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 8) Franchisee shall have no right of tenancy in the Retail Outlets of IOCL (or IOCL dealer) and
IOCL (or IOCL dealer) shall continue to be in exclusive possession of such Retail Outlets
except for the license to the Vakrangee Kendra. However, this clause is not applicable in
cases where land is owned by Franchisee
9) Franchisee/his employee shall not use any kind of marketing material other than that
provided by Vakrangee. Materials provided by Vakrangee shall be used by the Franchisee
solely for the activities related to Vakrangee. If franchisee is not found doing so, strict
actions will be taken, which may also include termination of the agreement

6. Financial Terms and Conditions

1) In case of Site A, rental deposit (minimum guarantee) and monthly rent to be paid as per the
MOU dated 14th March, 2016 signed between Vakrangee Limited and IOCL. The terms and
conditions applicable for the same will be governed by MOU dated 14th March, 2016 signed
between Vakrangee Limited and IOCL. This amount will be paid by the Franchisee to
Vakrangee.
2) Franchisee shall ensure that the required equipment to start Vakrangee Kendra operations
as specified in Annexure IV is available before beginning of operations. Franchisee has the
option to either procure the minimum specified equipment or buy all the required
equipment from Vakrangee directly which is non-returnable. Vakrangee is not responsible
for breakdown or repair of any equipment, bought from either Vakrangee or a third-party. In
case of equipment provided by Vakrangee, warranty will be applicable as per the terms and
conditions of the manufacturer.
3) Franchisee Fee needs to be paid to Vakrangee as per the details provided in below table
Vakrangee Kendra Model Franchisee Fee for five years
(Non refundable)

Vakrangee Kendra Rs. 3.5 Lakhs + Taxes as applicable

4) The Franchisee is required to arrange the required minimum Working Capital for ATM,
wallet and banking settlement account for running the day to day operations as mentioned
in Annexure II. However, the working capital requirement may increase depending on the
volume of the business.

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5) The Working Capital amount transferred to Vakrangee Account for each of the Services is
mentioned in Annexure II. Franchisee needs to maintain a 1-day float in the Bank account as
per requirements of the bank.
6) Vakrangee may modify any of the terms due to the regulatory environment and market
dynamics and the Franchisee shall be bound by all such modifications.
7) All amounts paid by way of Commissions shall be subject to all applicable taxes.
8) All payments/fees/commissions due to the Franchisee from Vakrangee Limited will be based
on the corresponding payment from respective agencies/suppliers/service providers and
back-to-back deductions will be made due to any reasons attributable on part of the
Franchisee.
9) Payment and Commission to Franchisee from Vakrangee for each month of business will be
due before the end of the next month based on all terms as mentioned in Annexure III
subject to receipt of payment from respective agencies/suppliers/service providers.
10) The Franchisee alone shall bear all operating expenses at the outlet. An indicative list of
operating expenses is mentioned in Annexure V.
11) Electricity and water expenses will be paid by the franchisee to IOCL/Retail Outlet Dealer as
per the rates charged to IOCL or its dealer by the utility companies. These charges will be
calculated on the basis of the meter readings installed specifically for the respective Kendra.
The expenses should be paid by the franchisee within 15 working days from the date of
receipt of advice for the same along with the copy of original utility bill.
12) In case any agreement between Franchisee and Vakrangee or between Vakrangee and
IOCL/IOCL dealer regarding the particular Vakrangee Kendra that requires any stamp duty or
registration fees under the provision of law, Franchisee shall bear the costs of the same.

7. Infrastructure Requirements
1) The Franchisee shall have to procure the minimum required equipment as specified in
Annexure IV to ensure that the entire system works smoothly.
2) Vakrangee shall provide the Franchisee with ATM hardware which shall be held by the
Franchisee in the capacity of a Custodian.
3) The Franchisee agrees to abide by and implement any changes/additions in Regulatory or
Bank hardware requirement such as implementation of Card swipe and/or PIN pad device
and/or others within 30 days of being notified of such changes.
4) All maintenance of the machines and equipment for the term of the agreement and after
that shall be borne by the franchisee only.

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8. Design and Site Compliance of the outlet

1) The outlet shall be approved by Vakrangee, and modified / furnished as per the design,
theme, and color combinations as provided by Vakrangee.
2) The site and outlet need to meet the general guidelines as laid out in Annexure VI. The
entire cost of interior and exterior work including but not limited to civil, electrical, air
conditioning, furnishing will be borne by Franchisee.
3) The services for site interior will have to be undertaken from any of the agencies empaneled
by Vakrangee. The list will be made available by Vakrangee, however all business with the
agency will be independent and Vakrangee will not hold any liability for the same.

9. Promotion and Advertising

1) Franchisee shall not be permitted to market or advertise any products and services other
than those specified by Vakrangee.

10.Right to Audit
1) Vakrangee and all concerned regulatory bodies shall be entitled to inspect and audit the
books of account and all supporting documentation of the franchisee relating to the
Business, at any time, in respect of the whole or any part of the period of this Agreement.
Franchisee shall be bound to render all assistance and give all information to Vakrangee
officials and/or concerned regulatory body representative.
2) IOCL representative shall be entitled at all times, to enter into and inspect the management
of Vakrangee Kendra in all respects and franchisee shall be bound to render all assistance to
IOCL representative. This activity shall occur only with prior intimation by Vakrangee to the
franchisee.
3) If the audit shows that there are any discrepancies, irregularities or non-compliance with
prescribed procedures, due action will be taken by Vakrangee to recover its dues, without
prejudice to any other action permissible as per law and the provision of this Agreement
including termination of the agreement.

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11.Sale of Business
1) Prior approval of Vakrangee will be required by the Franchisee to sell the Franchisee rights
as allocated through this agreement.
2) The franchisee shall have no right to change the location of his/her franchise or take action
to change his/her current business from the same location or sell his/her outlet /business
except without the prior written consent of Vakrangee and subject to conditions listed in
Clause 12 below.

12.Termination
1) This Agreement shall automatically terminate upon expiry of the Term, which term has not
been extended/ renewed by the Parties. This Agreement may be terminated by either
parties before the expiry of the term of this agreement by giving 60 (sixty) days prior written
notice of its intension to terminate the agreement.
2) Vakrangee shall be entitled to terminate this Agreement by written notice of 30 (thirty) days
to the Franchisee, if the Leave and License Agreement between Vakrangee and IOCL/IOCL
Dealer gets terminated by either party at any time. The Franchisee agreement will stand
terminated on the 30th day from the date of termination of the Leave and License
Agreement.
3) Vakrangee shall be entitled to terminate this Agreement by written notice of 30 (thirty) days
to the Franchisee, if the franchisee does not achieve his/her targets for three consecutive
months, application from a gestation period of 1 year from the date of franchisee agreement
4) Vakrangee shall be entitled to terminate this Agreement by written notice of 30 (thirty) days
to the Franchisee, if the Franchisee commits any breach of any of the provisions of this
Agreement or Service Level Agreements or any laws of land as applicable on any services
provided by Vakrangee Kendra, in the case of a breach capable of remedy, fails to remedy
the same within 15 (Fifteen) days after receipt of a written notice giving full particulars of
the breach and requiring it to be remedied;
5) Notwithstanding anything to the contrary contained herein, Vakrangee may terminate this
Agreement without any notice, provided:
a) if, by the acts or default of the Franchisee or immoral / unethical conduct / fraudulent act
committed by franchisee or its Employees, Vakrangee suffers damage to its name and
reputation; or
b) in the event the Franchisee fails to commence operations in accordance with the terms
of this agreement; or

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 c) the Franchisee commits any breach of the provisions of Clause 14 (Confidentiality); or
d) the Franchisee commits any breach of the provisions of Clause 5(5) (charging rates over
and above as specified by Vakrangee) termination will commence with immediate
effect; or
e) upon the circumstances stated in Clause 23 (Force Majeure); or
f) any event that would affect the ability of the Franchisee to perform its obligations under
this Agreement occurs; or
g) the Franchisee becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors; or
h) Failure to comply with the directions of Vakrangee issued under this Agreement; and /
or the Franchisee is convicted of any criminal charge.

13.Consequences of Termination
Upon the termination of this Agreement, the Franchisee undertakes to
1) Immediately discontinue and cease to use the trade mark, logo and other intellectual
property of other Party and shall immediately hand over any and all copies or
documentation of such intellectual property;
2) Return all equipment held in the capacity as Custodian;
3) Immediately return the confidential information belonging to other Party;
4) Cease to promote, distribute, provide, market or advertise the Services; and
5) Pay all amounts as shall have accrued and become payable to other Party as at the date of
termination, if any.
6) Not at any time to use or duplicate the Business or the System or any part thereof.

14.Confidentiality
1) During the term of the Agreement, each Party (Disclosing Party) may provide to other Party
(Receiving Party) proprietary and confidential information that it considers essential for the
conduct of this arrangement.
2) Receiving Party agrees to hold proprietary and confidential information of the Disclosing
Party in confidence and to protect it against disclosure to the public and third parties.
3) Receiving Party agrees to use the information exclusively for the purposes of this Agreement
and not make it available to any third party nor exploit the information commercially.
However, Receiving Party shall be free to disclose such information if it:

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 a) is or becomes available in public domain;
b) is lawfully obtained from a source that is not under an obligation of confidentiality;
c) is in the possession of Receiving Party in written or other recorded form at the time of
disclosure;
d) is independently developed by Receiving Party without use of such Confidential
Information;
e) with prior written consent of Disclosing Party; and/or
f) If Receiving Party is legally compelled to disclose such Confidential Information.
4) The Parties shall make the information available only to those of its employees or agents
who need to have access to it for the purpose of this Agreement and who in advance have
been obligated to confidentiality.
5) Upon the termination of this Agreement, or at any time upon either Party’s request, the
Receiving Party shall return and surrender to the Disclosing Party all confidential information
that came into his possession pursuant to this Agreement and shall not retain any copy
thereof in any form whatsoever and shall with the Disclosing Party’s written consent,
promptly destroy the confidential information in its possession (and any copies, extracts and
summaries thereof) and will provide the Disclosing Party with written certification of
destruction. The provisions of this clause survive up to 2 (two) years from the date of
termination of this Agreement.

15.Exclusivity
1) The Franchisee shall use/market/promote Vakrangee’s Services on exclusive basis and the
Franchisee shall not do any such similar business with any other Company as under this
Agreement.
2) The rights granted to the Franchisee under this Agreement are nonexclusive basis except
wherever mentioned, and the Franchisee agrees and acknowledges that Vakrangee has and
retains all rights except those expressly granted to the Franchisee under this Agreement.

16.Liability
1) Vakrangee is only aggregator / distributor of product(s) / service(s) on behalf of its service
provider(s). Therefore, Vakrangee shall not be liable / responsible for any defect / deficiency
/ delay / damage(s) / losses to the customer / consumer of product(s) / Service(s) or any
third party.

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2) Notwithstanding anything contained in this Agreement, liability of Vakrangee shall be limited
(if admissible) in the case of any mistake/act/omission/ commission by Vakrangee or its
employee(s) / representative(s) / agent(s) / contractor(s) up to the amount of net
commission received. Vakrangee shall also not be liable/ responsible in any manner for any
third party claim.
3) Franchise will be liable for any damage/loss caused by him/her to IOCL/IOCL Dealer
property. If in case, Vakrangee is held liable by IOCL/Dealer for any damage/loss to the
property due to actions of the franchisee, the claims shall be paid by the franchisee.

17.Waiver
1) Any forbearance delay or indulgence by Vakrangee in enforcing any of the terms and
conditions of this Agreement shall not prejudice or affect the rights and remedies of
Vakrangee hereunder, nor shall any waiver of any breach hereof operate as a waiver of any
subsequent breach and no waiver or variation of any of the terms and conditions of this
Agreement shall be valid or have any effect unless the same be made in writing and signed
by a representative of Vakrangee authorized for the purpose on behalf of Vakrangee.

18.Severability
1) Should any part-term or provision of this Agreement be declared by any court to be in
conflict with the law or unenforceable, the validity and enforceability of the remainder of
the Agreement shall not be effected thereby. In such an event the part-term or provision
shall be deemed not to be part of this Agreement and any resulting necessary consequential
amendment shall be deemed to be incorporated in this Agreement, save if it affects the
Marks or Vakrangee’s right to be paid fees, when the Agreement may be terminated at the
Vakrangee’s sole election.

19.Applicable Law and Jurisdiction

1) The validity performance and all matters relating to the effect of this Agreement and any
amendment hereto, shall be governed by the laws of India and under the jurisdiction of
courts of the respective State in which the franchisee is operating. The courts at Mumbai,
India shall have exclusive jurisdiction.

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20.Arbitration
1) The Parties agree to negotiate in good faith to resolve any dispute between them regarding
this Agreement, failing which either Party may refer the dispute to final and binding
arbitration, upon written notice to that effect to the other Party.
2) Such arbitration shall be held in Mumbai, India in accordance with the Indian Arbitration and
Conciliation Act, 1996 (which is deemed to be incorporated in this Agreement by reference),
with all proceedings of such arbitration in the English language.
3) The arbitration shall be conducted by an arbitral tribunal consisting of 3 arbitrators, with
each Party shall appointing 1 (one) arbitrator and the arbitrator so appointed appointing the
third arbitrator who shall be the chairman of the tribunal. Subject to the foregoing, the
courts at Mumbai, India shall have exclusive jurisdiction.

21.Entire Agreement
1) This Agreement together with all Annexures hereto, constitutes and contains the entire
agreement and understanding between the Parties with respect to the subject matter
hereof and supersedes all previous communications, negotiations, commitments, either oral
or written between the Parties respecting the subject matter hereof.

22.Notices
1) Any notice, direction or other documentation required or remitted to be given here under
shall be in writing and may only be given by personal delivery, international courier,
electronic mail or facsimile (with confirmation received) shall be addressed to the Parties at
the following addresses or such other address as either of the Parties may from time to time
designate by notice in writing to the other.
2) Any notice, direction or other documentation, if personally delivered or if sent by courier will
be deemed to have been given or made on the date on which it is delivered or if sent by
electronic mail or facsimile, will be deemed to have been given or made on the next business
day following the day on which it was sent.
Legal officer,
VAKRANGEE LIMITED
‘Vakrangee House’, Plot No. 66,
Marol Co-op. Indl. Estate, Off. M. V. Road, Marol,
Andheri (East), Mumbai 400059.
+91 22 67765100 (Board)
Email ID: - [email protected]
www.vakrangee.in

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23.Force Majeure
1) In case of strike, combination or workmen or natural calamity of any kind, fire accidents or
circumstances beyond the control of the franchisee causing stoppage of his/her work,
whereby the Business is required to be suspended, Vakrangee shall have the power during
such stoppage to get the work done elsewhere.

2) No obligation will rest on Vakrangee to make any payment to the franchisee during this
period if he/she is not able to partake in the alternate arrangement. The franchisee shall
provide every facility for removal and use the materials as may be necessary for providing
the services through alternate arrangements.

IN WITNESS WHEREOF, the Parties have entered into this Agreement
For VAKRANGEE LTD For


_________________________ _________________________
Authorized Signatory Authorized Signatory

Name: Name:
Title: Title:
In the presence of (Witness) In the presence of(Witness)

Name: Name:
Address: Address:

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 ANNEXURE - I
List of Services to be provided (subject to availability of services at that location provided by the
service provider)

Services Details
Vakrangee Bazaar eCommerce
• DTH / Mobile recharge
• Assisted eCommerce
• Bus ticket booking
• 2 wheeler booking
Logistics
• Delivery services
• Courier services
Vakrangee Vitta Banking
ATM
Insurance
• Life
• General
• Health
Vakrangee Nagrik eGovernance
• UID Enrollment
• UID Updation
• PVC Plastic card printing
• e-Mitra services
• Utility bill payment

Note: Notwithstanding anything to the contrary contained in this Agreement, Vakrangee shall have the right at
any time, to modify, alter and amend the said services, including the process and rules with written intimation
to Franchisee, in which the Franchisee will be required to perform the Services. The Franchisee shall be bound
by all such modifications, alterations and amendments made by Vakrangee and/or its Service Provider(s).

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 ANNEXURE – II
Franchisee Payment details

Amount (in ₨. Vakrangee

Sr. No Franchisee Model Franchisee Details
lakhs) Deliverable

Supply of ATM
This is a one-time
1 Franchisee Fee Paid (Non – Refundable) 3.5 (plus taxes) Machine on
cost
Custodian basis

Working Capital* Paid by Franchisee for
5 - 8
• ATM
2 3 - 5
• Banking Settlement
1 - 2
• Wallet

*Working capital amount may vary depending on the volume of transactions

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 ANNEXURE - III
Financial Terms and Conditions – Vakrangee Kendra Services
1. eGovernance (Government to Customer) Services
1.1 eGovernance Commission Summary
Activity Commission (in Rs.)
Aadhaar
UID Enrollment (per successful enrollment by Franchisee) 22.83
Biometric Update (Children below age of 5) 20.87
Demographic Updation 9.78
Status Query 3.26
Duplicate e-ID 6.52
eAadhaar 6.52
Blank PVC Card print – e-Aadhaar 16.30
Best Finger Detection 3.26
UCL Lite (Provide cell number, email, consent) 3.26
Mahavitran (For Maharashtra only) 2.63
80% of the commission
e-Mitra (for Rajasthan only)
earned by Vakrangee

2. eCommerce Services
2.1 Amazon Commission Summary
Activity Commission
Consumer Electronics 2.26%
External HDD, Pen drives, Memory Cards 2.26%
Amazon.in Gift cards 2.83%
Beauty and Health 5.65%
Books and Media 5.65%
Toys and Baby Products 5.65%
Watches 5.65%
Fashion Jewelry 5.65%
Home and Kitchen 5.65%
Video Games 5.65%
Luggage and Bags 5.65%
Sports, Fitness and Outdoors 5.65%
Personal Care Appliances 5.65%
Pet Products 5.65%
Clothing 8.48%
Shoes 8.48%

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2.2 Mobile/DTH Recharge Commission Summary
Activity Commission

Aircel North 3.95%

Aircel South 3.95%
Aircel postpaid (B) 0.45%
Airtel (FTT) 0.85%
Airtel DTH (Flexi) Direct 0.85%
Airtel Landline Postpaid 0.15%
Airtel Mobile Bill Payment 0.20%
BIG TV 3.50%
BSNL East 3.40%
BSNL JK 3.00%
BSNL North 3.40%
BSNL Postpaid East 0.90%
BSNL Postpaid JK 0.95%
BSNL Postpaid North 0.90%
BSNL Postpaid West 0.90%
BSNL South 3.40%
BSNL West 3.40%
Dish TV 2.50%
IDEA 1.10%
IDEA Postpaid 0.30%
MTNL Delhi 2.95%
MTNL Mumbai 3.75%
MTS India 3.40%
Reliance CDMA 2.45%
Reliance GSM 2.45%
Reliance Mobile PostPaid 0.45%
Reliance Mobile PostPaid East 0.45%
Sun Direct TV Flexi 3.15%
TAPPP 14.25%
TATA Sky R 3.30%
TATA TeleServices Postpaid (Sv) 0.55%
Tata DOCOMO 1.60%
Tata Indicom 1.60%
Tikona Postpaid 1.15%
Uninor 2.70%
Videocon D2H Flexi 3.40%
Vodafone Essar 1.10%
Vodafone Postpaid 0.00%
Vodafone_B 1.85%

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 2.3 RedBus Commission Summary
Activity Commission
Ticket Booking 5%

2.4 Mahindra and Mahindra Commission Summary

Service Provider's Name Commission (in Rs.)

Per booking of Scooter or

750
Motorcycle

3. ATM Services
3.1 ATM Commission Summary
Activity Commission (in Rs.)
ATM Financial transaction 10
ATM Non-Financial transaction 3

5. Business Correspondence and Banking services
As per the terms and conditions applicable to Business Correspondence agreement.












*Note:

1) Taxes as per statutory rates will be applicable over and above the mentioned rates.
2) Please note that TDS (wherever applicable) will be deducted.
3) Due to changes in the regulatory environment and market dynamics, Vakrangee Kendra commission
rates can keep changing. Therefore, Vakrangee reserves the right to change the commission rates
from time to time without prior intimation to the Franchisee.
4) Other services/products under Vakrangee Kendra will be introduced from time to time as Vakrangee
will be in continuous process to finalize the special deals with prominent service providers and
manufacturers.

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 ANNEXURE – IV
Item wise List of Equipment Required
eGovernance
• UID Kit components
o Laptop with adapter - C2D, 4 gb ram, 500gb HDD, Windows 7, 32 bit operating
system
o Iris & Finger Print Scanner
o LCD Monitor – 15 inches
o Web Camera - UID Certified
o USB Keyboard & Mouse Set
o Spike Guard
o 4 port USB Hub
o Printer with Scanner – MFD
o Table Lamp
o Stand with White Background Cloth
• PVC Card Printer
o PVC Card printers - Duplex printing
o Plastic cards
o Ribbon
o Adhesive Card
o Cleaning Swap
• Single Bio-metric Finger Print devices (Aadhaar updation & Banking combination)
o Morpho Safran 1300 / 3M Cogent CSD200

Banking
o Laptop with adaptor – Dual Core
o Pax Pinpad Devices – All in one
o Currency counting + fake detection machine
o Micro ATM (POS)

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 ATM

o ATM Machine
o Sofos / VSAT
o 1 KVA UPS with 42 Ah - 3 batteries

eCommerce
o Laptop with adaptor – Dual Core
o LCD Monitor – 15 inches

Logistics
o Weighing Scale – 30 kgs
o Barcode Scanner
o Biker Bag
o Waist Pouch
o Mother bag
o T-shirts

NOTE:

• Vakrangee shall provide ATM which shall be held by the Franchisee in the capacity of a Custodian.
• Connectivity should be strong and meet bandwidth requirements for smooth facilitation of services
• Franchisee is responsible for the maintenance and repair of all equipment
• Franchisee would have to implement any changes/additions due to Regulatory or other hardware
requirement within 30 days of being notified of such changes

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 ANNEXURE – V
Indicative List of Items attracting Operating Expenses
Sr. No Head of Operating Expenditure

1 Internet Connectivity Bandwidth

2 Electricity (including backup UPS/DG Set costs, if any)

3 Telephone

4 Consumables (Paper, Ink, Print Cartridges, Register, & other stationary Items etc.)

5 AMC for Equipment

6 Employee Salary (if any)

7 Insurance, Interest and Other Cost

8 Security and Surveillance Cost

Basic Variable Operating Charges as applicable for ATM

Sr. No Head of Operating Expenditure

1 Consumables Consumed (per roll)
2 Annual Maintenance Charge for ATM post first year (per month)

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 ANNEXURE - VI
RESPONSIBILTY SHARING

Description Responsibility
Shop/Outlet Preferably over 200 sq. ft. (can be Owned or Franchisee
Rented)
Interior Interiors to be done as per designs and Franchisee
specifications provided by Vakrangee
Exterior Exterior to be made as per designs and Franchisee
specifications provided by Vakrangee
Equipment Equipment required such as Laptop, Data Vakrangee
Card, Printer and UPS etc.
Cost for Equipment Cost for Equipment such as Laptop, Data Franchisee
Card, Printer and UPS etc.
Equipment for ATM This will include ATM Hardware, VPN/VSAT Vakrangee
Operations which is required for an ATM to function
completely
Taxes applicable All Freight/Octroi/Entry Tax, as applicable, Franchisee
to be paid by Franchisee
Required Digital All Digital Artwork for certificates and Vakrangee
Artwork for instructions to be provided as per applicable
Certificates and regulations by Vakrangee
Instructions for ATM
outlet
Printing and Printing and displaying of all certificates and Franchisee
displaying of instructions as per digital artwork provided
Certificates and by Vakrangee, will be done by the
Instructions Franchisee

SITE COMPLIANCE REQUIREMENTS
DOCUMENTS AND PERMISSION REQUIRED FROM LANDLORD/SOCIETY FOR BANK OUTLETS OR
ATM (wherever applicable)
1. N.O.C. from society/landlord to run Bank BC outlet and ATM
2. Building stability certificate or Audit Report approved by Local Municipal Body
3. Permission for fixing and fitting V-Sat on roof from landlord/society
4. N.O.C. from society / landlord for renovation or partition in the shop
5. Permission for Pole Sign and ATM Flange wherever needed
6. Agreement copy of Landlord between Builders/Society

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DOCUMENTS AND PERMISSION REQUIRED FROM LOCAL MUNICIPAL BODY (wherever applicable)
1. Occupancy certificate from Local Municipal Body
2. Approved building map from Local Municipal Body where shop is located
3. Permission for renovation or partition
4. Permission for Pole Sign and ATM Flange wherever needed
5. N.O.C. for fire / pollution and others as per by laws of Local Municipal Body
6. Police verification from Area Police Station
7. Shop and Establishment License
8. N.O.C. to run outlet and ATM from Local Municipal Body (if required)
SITE AND INTERIOR PREPARATION
1. Overall site and interior should be neat and clean with ground floor being mandatory for
ATM
2. The look and feel of the site and interiors should be as per the guidelines set out by
Vakrangee
KEY ELEMENTS OF SITE PREPARATION
1. Civil Constructions
2. Wooden Partitions for Placing UPS Kits & Batteries
3. False Ceiling
4. Air Conditioner
5. Fire Extinguisher
6. Wooden paneling and furniture
7. Surveillance Equipment and Signage
8. Main glass door
9. Wooden Boxing
10. Rolling shutter
11. External paving to be user friendly for differently abled people
12. Vault
13. Cash Counting & Fake Currency Detection Machine
14. Sitting Area (wherever applicable)
15. Counter Seating
16. TV Screen (In future, wherever applicable)
17. Notice Board
18. Exterior Standees / Pole Signs

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