Please note this is a draft agreement prepared by MSMEx for your reference.

You may
amend it suiting to your requirement. MSMEx expressly disclaims any liability arising out of
the reliance on this draft.

FRANCHISE AGREEMENT

This Franchise agreement is made on this ____ day of ______, 2020 (Effective day) by and
between

M/s. ______________________ a Proprietary/partnership firm/company represented by its

sole proprietor/duly authorized partner/authorized signatory Mr./Ms.______________,
having its registered/branch office at ______________________ hereinafter referred to as
“the Franchisor” (which expression shall unless repugnant to the context or meaning
thereof, mean and include its heirs, executors, administrators, legal representatives,
successors, and assigns) of the Other Part;

And

M/s. ______________________ a Proprietary/partnership firm/company represented by its

sole proprietor/duly authorized partner/authorized signatory Mr./Ms.______________,
having its registered/branch office at ______________________ hereinafter referred to as
“the Franchisee” (which expression shall unless repugnant to the context or meaning
thereof, mean and include its heirs, executors, administrators, legal representatives,
successors, and assigns) of the Other Part;

The Franchisor and the Franchisee shall hereinafter be jointly referred to as the "Parties”
and individually as the "Party”.

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WHEREAS

1. Franchisor is engaged in the business of ___________________________;

2. The Franchisee is engaged in the business of ____________
3. Franchisor desires to grant Franchisee a franchise to establish and operate a outlet
at the _______________ premises, subject to the terms and conditions of this
Agreement and conditioned upon Franchisee's continual adherence and conformity
to the Franchisor’s standards.
4. Franchisee desires to be exclusive part of the Franchisor’s Business Chain and to
establish, own and operate an Outlet at the ___________ Premises, subject to and in
accordance with all of the terms and conditions of this Agreement, and in adherence
and conformity to the Franchisor’s standards.

NOW THEREFORE, in consistent with these introductory Sections and in consideration of the
mutual promises and covenants contained in this agreement, Franchisor and the Franchisee
agree to be bound by the terms of this Agreement. The parties hereto agree as follows:

1. DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

1.1 Agreement: means this Franchise Agreement.

1.2 __________ (Brand name of the Product) Product: means the __________ items
/products manufactured under a license from the owner of the marks for distribution and
sale in association with the marks as modified, added to or deleted from time to time by
Franchisor

1.3 __________ (Brand name of the Product) Shop: "_____________ SHOP" means a
____________ store operated as part of the Franchisor, either directly by Franchisor
Company or under a written franchise agreement granted by Franchisor.

1.4 Business day: means a day on which banks are open for trading in India

1.5 Business Name: means the name set by the Franchisor for the Business Product line
which is the only name under which the Franchisee shall conduct the business.

1.6 Franchise fee: means the fee payable by a Franchisee as described under Clause 6

1.7 Intellectual property: includes all licensed copyright design, trademarks, patent, process
& corporate name, computer software licensed by Franchisor and the goodwill of any
licensed business name, secret process or confidential information licensed by the
Franchisor including the any other Trademark or Copyrights of Franchisor.

1.8 Month: means a calendar month

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1.9 Services: means these services forming part of the system from time to time

1.10 System: means Franchisors System

1.11 System Standard: means Franchisor’s Standards aligned to his business

1.12 Response time: to respond to all enquires by customers or potential customers on the
same day as they are made.

1.13 Communication: the Franchisee agrees to use such communication technology as the
Franchisor may from time to time require.

1.14 Franchisee meeting: To convene meeting of Franchisees as the Franchisor considers

necessary.

1.15 Advertising: to refer the Franchisor for its prior approval the contents, style and media
proposed to be used by the Franchisee (including signage) for any advertising what so ever
including the system and the business in the customer contracts premises or a proposed
sale of a franchise business advertising approved by the company will be the cost of the
Franchisee.

1.16 Inspection by Franchisor: to permit the Franchisor and its servant and agents
(including the field consultant) at all reasonable times upon the provision of reasonable
notice by the Franchisor to inspect and copy all books, financial other records relating to the
business.

1.17 Confidential information : means but not limited to the operation manual is , trade
secrets, information , methods , ideas , concepts, price, forms, techniques , data base , copy
right materials and all records relating to the Business of Franchisor.

1.18 Field consultant: means any person nominated by the Franchisor from time to Time,
visit the Franchisee and facilitate the commercialization.

2. SITE SELECTION, SHOP CONSTRUCTION, AND EXCLUSIVE TERRITORY

2.1. SITE SELECTION PROCESS; DESIGNATION OF SHOP PREMISES

If this Agreement was issued in connection with a New Shop/Unit/Outlet, then the Shop
Premises will be designated under the terms of Agreement and more particularly described
by EXHIBIT A.

2.2. SHOP DESIGN AND CONSTRUCTION

Franchisee will adhere to Franchisor’s procedures and requirements for the design and
construction of the Shop/Unit/Outlet, as.

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(a) In the case of a New Shop/Unit/Outlet, Franchisee will diligently construct the
Shop/Unit/Outlet at the premises so finalized by the parties, if and after Franchisor
designates the shop premises in accordance with EXHIBIT A, time being of the essence.

(b) Franchisee shall not commence (or recommence) operations at the shop unless and until
Franchisor determines that the SHOP reasonably conforms to the plans and specifications
approved by Franchisor in accordance with EXHIBIT B.

2.3. EXCLUSIVE TERRITORY

The parties acknowledge and agree that the Exclusive Territory shall be _________ as
determined by Franchisor for the Franchise of the Shop.

3. GRANT

3.1. THE "FRANCHISE"

Subject to the provisions of this agreement, Franchisor hereby grants Franchisee the
personal, limited right and license (the "Franchise") to, during the TERM, operate the SHOP,
at the Shop Premises, in association with the Franchisor’s IPR and in compliance with the
Franchisor’s Standards.

The Franchise Agreement is an Exclusive Agreement whereby Franchisee shall not sell or
accept any other Franchisee of any other products nor sell products of any other Seller in
the Franchise Shop Premises/Outlet/Unit and shall be committed throughout the tenure
with the Franchisor and this Franchise

3.2. NO RIGHT TO RELOCATE, OR CONDUCT SALES AWAY FROM THE SHOP

This Agreement does not grant Franchisee any right to relocate the Shop. This Agreement
does not grant Franchisee any right to sell any goods or services associated with the IPR of
Franchisor, except on a retail basis from the Shop. Without limiting the foregoing, this
Agreement does not grant Franchisee any right to engage in wholesale sales, mail order
sales, catalogue sales, special events sales, catering, internet-based sales (e-Commerce), or
any other sale to a customer who is not physically present in the Shop at the time of
purchase. If Franchisor from time to time permits FRANCHISEE to engage in any sales away
from the SHOP, then those sales shall not result in any enlargement of the Exclusive
Territory, and FRANCHISEE shall fully adhere to Franchisor’s requirements and policies
pertaining to those sales away form the Shop, which shall be deemed to be a part of the
Franchisor STANDARDS to which Franchisee shall adhere.

4. TERM, RENEWAL AND TERMINATION

4.1. TERM

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4.1.1. This Agreement shall be deemed to have come into force with effect from
__________________, ________ (“Effective Date”) and shall be valid for a period of Five
(05) years thereafter i.e. From ______________, _______ till ____________, ______
(“Term”) unless terminated earlier in accordance with the provisions of Article____ of this
Agreement.

4.1.2. The Agreement may be extended/renewed for such further period and on such terms
& conditions as may be mutually agreed by the Parties in writing.

4.2. OPERATION IN COMPLIANCE WITH FRANCHISOR REQUIREMENTS

Franchisor shall have no obligation to issue a Renewal Agreement to Franchisee, unless

Franchisee meets each and every one of the following conditions, each of which Franchisee
agrees is reasonable.

(a) Franchisee shall have continuously been, during the last 5 years of the Term, fulfilled
its financial obligations to Franchisor, Franchisor’s affiliates, and Franchisor’s
designated suppliers, under this Agreement, and under any other agreement existing
between Franchisor and Franchisee.

(b) Franchisee shall have continuously, during the last 5 years of the Term, operated the
Shop in which Franchisee has an interest, in accordance with Franchisor's
operational requirements;

(c) Franchisee shall have, during the last 5 years of the Term, consistently operated the
Shop in accordance with each of the terms of this Agreement and the Shop
Operations Manual, and, during such period, shall not have been declared to be in
default of any of the terms of this Agreement, or any other franchise agreement
existing between Franchisor and Franchisee.

(d) Franchisee shall have, during the last 5 years of the Term, consistently participated in
all marketing promotions conducted by Franchisor.

(e) Franchisee shall meet Franchisor's then current financial requirements for the grant
of a Renewal Term, which may require that Franchisee demonstrate the financial
ability to continue to operate the Shop, and to timely remodel the SHOP to the
extent required by Franchisor under the Renewal Agreement.

(f) If required by Franchisor, then Franchisee shall have, during the last year of the
Term, caused its Designated Shop Manager to attend Franchisor's training program,
irrespective of any prior training and experience.

(g) If required by Franchisor, then Franchisee shall have, during the last year of the
Term, completely remodel the Shop in accordance with Franchisor’s procedures to
bring the SHOP into conformity with Franchisor’s then current design and
operational requirements.

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 (h) Franchisee shall Insure the Products and the assets in the Shop/Outlet/Unit and
ensure that the payments towards premiums and duly paid and that the Compliance
attributable to the said Franchise Agreement from Franchisee’s end are met at all
times

4.3. RENEWAL AGREEMENT EXECUTION

If Franchisor issues a Renewal Agreement to Franchisee, then Franchisee must timely

execute that Renewal Agreement in accordance with Franchisor’s then current
requirements. Franchisee will not be required to pay an initial franchise fee to enter into the
Renewal Agreement.

4.4. NO OPPORTUNITY TO RENEW

Franchisee acknowledges and agrees that this Agreement confers no right to continuation,
renewal, or a subsequent franchise agreement on or after the Expiration Date.

4.5. TERMINATION

This agreement may be terminated by either Party without assigning any reason by giving __
(________) months written notice to the other party.

In the event of a breach/violation of the any of the terms, conditions and obligations of the
Agreement, Franchisee Security fee shall be forfeited alongwith penalty of
Rs.___________/- as damages.

In case of Business Loss, such loss shall be Franchisee’s Loss and not attributable to
Franchisor. Business Loss for two consecutive years would lead to takeover of business by
Franchisor from the Franchisee. The Franchise shall stand terminated.

FAILURE TO SATISFY FRANCHISOR’S REQUIREMENT/ BREACH OF THE AGREEMENT

If the initial Designated Shop Manager fails to complete training to the satisfaction of
Franchisor, in accordance with provisions of this Agreement, then Franchisor will give
Franchisee an opportunity to designate a different initial Designated Shop Manager who
must complete training to the satisfaction of Franchisor before the Shop first opens for
business. If the second initial Designated Shop Manager also fails to complete training to

the satisfaction of Franchisor, or Franchisee declines the opportunity to have a second initial
Designated Shop Manager attend Franchisor’s training program, then Franchisor may cancel
this Agreement and Franchisor shall have no further obligations to Franchisee under this
Agreement.

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5. FRANCHISOR’S OBLIGATIONS

Except as explicitly set forth in this Article or explicitly contemplated by a particular

provision of this Agreement, Franchisor has no obligations to Franchisee under this
Agreement.

5.1. PLANS AND SPECIFICATIONS

In connection with the initial construction of the Shop, or a remodel of the Shop if required,
Franchisor shall, at no charge, provide Franchisee or Franchisee's architect with standard
criteria for the design and configuration of a typical Franchisor’s Shop, including exterior and
interior design and layout, fixtures, furnishings, equipment and signage, which Franchisee
shall, at Franchisor's / Franchisee’s expense, adapt to conform to the characteristics of the
Shop Premises in accordance with the terms of the agreement.

5.2. TRAINING

Before the initial opening of the Shop, Franchisor shall, at no charge to Franchisee, provide
initial training for the Designated Shop Manager and up to one additional person in
accordance with Franchisor’s guidelines in this regards

5.3. SHOP OPERATIONS MANUAL.

During the Term, Franchisor shall at no charge loan one copy of the Shop Operations
Manual to Franchisee and that the Franchisee shall strictly maintain the confidentiality and
usage of the manual to itself and not share the same to any third party (including its
relative).

5.4. FINAL INSPECTION

At a mutually convenient time agreed upon sufficiently in advance of the initial opening of
the Shop, Franchisor shall, at no charge to Franchisee, inspect the Shop to determine that it
reasonably conforms to the plans and specifications approved by Franchisor under the
procedures described by EXHIBIT B.

5.5. OPENING ASSISTANCE

Before and in connection with the initial opening of the SHOP, Franchisor shall, at no charge,
provide Franchisee with such pre-opening and opening assistance and guidance as
Franchisor deems appropriate. If Franchisee is a New Franchisee, then the assistance
provided by Franchisor under this Section will include the physical presence of one or more
Franchisor’s representatives for a total of at least five working days (based on an 8-hour
work day) before, during, and/or just after the SHOP first opens for business.

5.6. ONGOING SOURCE OF FRANCHISOR’S PRODUCTS AND OTHER PRODUCTS

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During the Term Franchisor will designate a source from which Franchisee shall purchase
Products, and will designate or approve sources for other items purchased by Franchisee in
connection with the operation of the SHOP, as more particularly described under this
agreement

5.7. ONGOING ADVICE AND ASSISTANCE

During the TERM, Franchisor shall, at no charge, from time to time provide FRANCHISEE
with such advisory assistance, information, techniques, data and instructional materials
concerning the sale of items from the shop, operation of the shop, marketing programs
applicable to the Franchisor’s system, local marketing of the shop, and adherence to the
Franchisor’s system standards as Franchisor deems advisable.

6. INITIAL FEES

6.1. The "FRANCHISE FEE"

Franchisee shall pay an initial franchise fee (the "FRANCHISE FEE") as Security to Franchisor
of Rs.________/- (Rupees ____________ Only) plus applicable taxes hereto, for the right to
enter into this AGREEMENT and in consideration of the FRANCHISE in ____ installments paid
timely as decided by mutually between the parties in writing.

6.2. FRANCHISE FEE IS NON REFUNDABLE

The FRANCHISE FEE is non-refundable except to the extent specifically described in EXHIBIT
A.

7. CONTINUING FEES

7.1. "GROSS SALES" Defined

"Gross Sales" means:

a. All revenue derived from the sale, at regular selling prices before any discounts or
allowances, of any food, merchandise, and services, from the SHOP;

b. All income of every kind and nature related to the Shop, Franchise, and/or Marks, even if
derived from sales or activities not permitted by this Agreement;

c. The fair value of any non-monetary consideration received by Franchisee for any food,
merchandise, and services, from the Shop, which are bartered, traded or otherwise
exchanged by Franchisee for valuable goods or services; and

d. All proceeds of any business interruption insurance policies related to the Shop or
Franchise.

Specifically excluded from "Gross Sales" are:

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 i. The incidental sale of gift cards (or any similar redemption device), if authorized
by Franchisor; provided however that goods and services purchased with gift
cards (or any similar redemption device) shall be included in Gross Sales, to the
same extent as if paid for with cash;
ii. 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 Franchisee;
iii. Any extraordinary sale of equipment or fixtures used in the Shop.

7.2 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.

Sales Away from the Shop

This Agreement does not permit Franchisee to sell any food, merchandise or services away
from the Shop. If Franchisee is authorized by Franchisor, or without such authorization, sells
food, merchandise or services associated with the Marks away from the Shop, then the
revenues from those sales will be part of Franchisee's Gross Sales, and Franchisee shall
comply with the procedures established by Franchisor to ensure that any such Gross Sales
are properly captured by the POS System, or otherwise reported to Franchisor

7.3. REPORTING GROSS SALES

Franchisee shall accurately report its Gross Sales and such other information as Franchisor
requires, on a weekly basis, or some other periodic basis specified from time to time by
Franchisor, using a form prescribed by Shoppe Company, supported by whatever
documentation Franchisor reasonable requires. Unless Franchisor specifies otherwise,
Franchisee will report its Gross Sales every Monday, reflecting sales for the preceding week.
In lieu of requiring Franchisee to report Gross Sales, Franchisor may determine Franchisee's
Gross Sales based on data Franchisor obtains from the POS System under Section 11.20.2.

7.4. ESTIMATING GROSS SALES

If Franchisee at any time fails to timely report its Gross Sales, then in addition to any other
remedies that Franchisor may have under this Agreement, Franchisor will have the right to
in good faith estimate Franchisee's Gross Sales, multiply the good faith estimate of Gross
Sales by 125% to arrive at an adjusted estimate of Gross Sales, and invoice and collect
amounts due from FRANCHISEE on the basis of the adjusted estimate of Gross Sales. If
Franchisee, within 30 days following Shoppe Company's invoicing or otherwise notifying
Franchisee that Franchisor has estimated Franchisee's Gross Sales under this Agreement,
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.

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Franchisee 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 periods.

8. "ROYALTY"

FRANCHISEE shall pay Franchisor a continuing fee {the "Royalty"), equal to _______ percent
(_____ %) of Gross Sales, for the continuing right to operate the Shop in association with the
Marks and the System.

8.1. REPORTING ROYALTY

Franchisee shall accurately report the total Royalty that Franchisor became entitled to
receive at the same time that Franchisee must report its Gross Sales in detail alongwith the
Accounting period.

8.2. WHEN DUE

Unless Franchisor establishes a different due date, Royalty payments are due at the same
time Franchisee report its Gross Sales as per terms of this Agreement

8.3. ROYALTY PAYMENTS

Franchisor may from time to time modify the requirements and system for payment and
collection of the Royalty. By way of example, but not limitation:

a) Franchisor may periodically invoice FRANCHISEE for the Royalty due, taking into account
any prepayment made, in which case the Royalty will not be delinquent as long as it is
paid in accordance with the terms of the respective invoice; provided however that in
the event FRANCHISEE fails to timely pay the Royalty invoiced, or fails to timely report
GROSS SALES, thus impeding the Royalty invoicing process, then FRANCHISEE shall be
deemed to have failed to timely pay the Royalty as of when FRANCHISEE was required to
report its related GROSS SALES.

b) Franchisor may direct FRANCHISEE to pay the Royalty at the same time that FRANCHISEE
must report the Royalty payable to Franchisor.

c) Franchisor may automatically deduct the Royalty from a financial account maintained by
FRANCHISEE, using an electronic funds transfer ("EFT") process in accordance with this
agreement.

8.4. PREPAYMENT OF ROYALTY

Franchisor may require FRANCHISEE to prepay the Royalty when FRANCHISEE purchases
PRODUCTS, using a formula identical to that used to calculate the royalty paid by other

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SYSTEM Franchisees, or some other formula determined by Franchisor to reasonably
approximate the Royalty that FRANCHISEE must pay.

8.5. TREATMENT OF OVERPAYMENTS

Franchisor will periodically, and no less often than quarterly, reconcile amounts it became
entitled to receive from FRANCHISEE for the Royalty, with the Royalty prepayments made by
FRANCHISEE. If are conciliation under this establishes that FRANCHISEE overpaid the Royalty
due for the period reconciled, then Franchisor will at its option issue a payment or credit to
FRANCHISEE in the amount of the overpayment. In the case of a credit, the credit may be
used toward amounts due or that become due to Franchisor or its affiliates, as determined
by Franchisor. Franchisor shall have the absolute right to delay the reconciliation process to
the extent of reporting delays by FRANCHISEE. Franchisor may also delay issuing any
payment or credit if Franchisor has issued an Audit NOTICE to FRANCHISEE, and thereafter
diligently proceeds to audit FRANCHISEE'S books and records. At its option, Franchisor may
include amounts payable by FRANCHISEE for LOCAL MARKETING CONTRIBUTIONS in the
reconciliation process.

9. ELECTRONIC FUNDS TRANSFER (EFT)

If required by Franchisor at any time during the TERM, then FRANCHISEE shall promptly take
all necessary steps, including completing and signing necessary authorization forms, to
enable:

(a) Franchisor or its designee to electronically deduct, from a financial account

maintained by Franchisee, any amounts that become payable to Franchisor under
this Article , or otherwise under this Agreement;

(b) Franchisor’s affiliates, or their respective designee, to electronically deduct, from a

financial account maintained by Franchisee, any amounts that become due to such
affiliates under this Agreement, in connection with Franchisee's purchases of
Products, or otherwise.

Franchisee shall be responsible for any fees and charges assessed by Franchisee's financial
institution in connection with transactions within this scope of this Agreement

10. NO RIGHTS OF SET-OFF

Franchisee may not reduce any payment required to be made to Franchisor under this
Article, on account of any money Franchisor owes Franchisee under this Agreement, or
otherwise.

11. LATE PAYMENT

To compensate Franchisor (or its affiliates) for the loss of use of funds that Franchisee must
pay Franchisor (or its affiliates) under this Agreement, the principal portion of any payment

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that Franchisee does not make to Franchisor (or its affiliates), when due, shall bear interest
from the due date until paid at, the lesser of eighteen percent (18%) per annum or the
highest contract rate of interest allowed by the law of the state where the Shop is located.
To compensate Franchisor (or its affiliates) for the administrative expenses incurred in
connection with delinquent obligations (unless prohibited by law), Franchisor may also
require Franchisee to pay a late charge equal to ten percent (10%) of each payment that is
late. Franchisor (and its affiliates) shall also be entitled to recover the costs and expenses,
including reasonable attorneys' fees, incurred in collection of past due amounts. Franchisee
shall also be responsible for payment of any bank charges, late fees, penalties, or similar
charges incurred by Franchisor (or its affiliates) as a result of any dishonored bank check,
stop payment order, electronic funds debit rejection, or similar occurrence in connection
with any amount payable under this Agreement. Without limiting the foregoing, the
provisions of this Section 9.11 will apply to Franchisee's purchase of Products from
Franchisor’s affiliates.

12. CONFIDENTIAL MANUAL AND INFORMATION

12.1. "SHOP OPERATIONS MANUAL" DEFINED

The "Shop Operations Manual" is a copyrighted manual of procedures, business
information, confidential and proprietary information, and trade secrets pertaining to the
System, and forming a substantial portion of the System Standards.

12.2. OWNERSHIP, POSSESSION AND CONTROL OF SHOP OPERATIONS MANUAL

The Shop Operations Manual shall at all times remain the property of Franchisor. One copy
of the Shop Operations Manual will be loaned to Franchisee for use only in connection with
the Shop. The Shop Operations Manual must be kept in a secure place in the Shop at all
times. Franchisee may not disclose the contents of the Shop

Operations Manual, in whole or in part, to any person other than Franchisee's employees as
may be necessary to discharge Franchisee's obligations under this Agreement. Franchisee
may not use the Shop Operations Manual or its contents, in whole or in part, for any
purpose other than to discharge its obligations under this Agreement. Except as expressly
permitted by Franchisor, Franchisee may not copy or disseminate the Shop Operations
Manual, in whole or in part, and must implement reasonable security measures directed to
accomplishing the requirements of this Section.

12.3. REVISIONS TO SHOP OPERATIONS MANUAL

Franchisor reserves the right to add to, revise or rescind various portions of the Shop
Operations Manual periodically, and Franchisee shall implement such changes when made,
even if additional investment or expenditures are required. Franchisee shall keep
Franchisee's copy of the Shop Operations Manual current, and shall destroy superseded
provisions of the Shop Operations Manual. If there is a conflict between Franchisee's copy of
the Shop Operations Manual and the master copy of the Shop Operations Manual
maintained by Franchisor, then the master copy maintained by Franchisor shall control.

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13. FRANCHISOR’S STANDARD (SYSTEM STANDARDS)

Franchisee shall, at all times during the Term, continuously and faithfully operate the Shop
in full compliance with the System Standards.

13.1. SHOP OPERATIONS MANUAL

In order to protect and enhance the reputation and goodwill associated with the Marks and
the System, and to maintain System uniformity and the System Standards. Franchisee shall
at all times conduct the operations of the Shop in accordance with the Shop Operations
Manual.

13.2. DESIGNATED SHOP MANAGER

Franchisee shall at all times have a person designated as having primary responsibility for
the day to day operation of the Shop (the "Designated Shop Manager") in accordance with
this Agreement and the System Standards, who shall be reasonably acceptable to Franchisor
(including, but not limited to, the requirement that such individual possess sufficient
experience in the management of a retail business, as determined by Franchisor in its sole
discretion), and who has successfully completed the Franchisor training program and
continues to satisfy the training requirements under Section. Unless Franchisee has more
than one Shop, or is a professional service operator in the sole judgment of Franchisor, the
Designated Shop Manager must be an individual who, separately, or with others, is the
Franchisee under this Agreement, or if the Franchisee consists of no natural persons, then
an officer, director, senior level employee of Franchisee, or an individual who has personally
guaranteed Franchisee's obligations under this Agreement.

13.3. TRAINING

In order to safeguard the Marks and the System Standards, Franchisee shall at all times
employ an adequately trained staff to properly operate the Shop in accordance with the
System Standards.

13.4. INITIAL TRAINING

Franchisor shall at the same time provide training for the first Designated Shop Manager
and, if desired by Franchisee, or necessary in order for Franchisee to satisfy the best efforts
requirements under Section, one other person selected by Franchisee and reasonably
acceptable to Franchisor, in the principal aspects of establishing and operating a Shop, the
handling of Products, and the preparation and sale of Shop items. Specific training
procedures and requirements are set forth in the Shop Operations Manual. This Agreement
is issued on the condition that the initial Designated Shop Manager, and any person
Franchisee later desires to make the Designated Shop Manager, completes training to the
satisfaction Of Franchisor.

13.5. SUCCESSIVE TERM FRANCHISE REFRESHER TRAINING

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In the case of a Successive Term Franchise, this Agreement is issued on the additional
condition that, if required by Franchisor, then the current Designated Shop Manager or
another person selected by Franchisee and acceptable to Franchisor shall successfully
complete training by a date determined by Franchisor, notwithstanding any prior training
and experience.

13.6. ONGOING TRAINING

If required by Franchisor, then the Designated Shop Manager shall attend and complete
mid-Term training, to the satisfaction of Franchisor, at a time reasonably determined by
Franchisor.

13.7. 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,
Franchisor shall have the absolute right to direct Franchisee by Notice to have the
Designated Shop Manager attend training directed toward curing specific operational
deficiencies. Franchisor shall have no obligation to offer training as an alternative to
declaring a default or terminating this Agreement. Franchisee may be required to reimburse
Franchisor for the reasonable costs of remedial training provided by Franchisor under this
Section.

13.8. EXPENSES OF ATTENDANCE AT TRAINING

Franchisee is solely responsible for travel and living expenses in connection with any training
provided by Franchisor under this Agreement, as well as any wages and salaries payable to
FRANCHISEE'S employees while attending training.

13.9. BEST EFFORTS

The Designated Shop Manager shall furnish personal full time and attention and best efforts
to the day to day management and operation of the Shop in accordance with the
requirements of this Agreement. Without limiting the foregoing, the Designated Shop
Manager must maintain a physical presence at the Shop at least 40 hours each week during
hours of operation, provided however that this requirement may be satisfied by the
combined time spent at the Shop during hours of operation by the Designated Shop
Manager and one or more other individuals, satisfactory to Franchisor, who have
successfully completed Franchisor’s training program.

13.10. SHOP EMPLOYEES

The Shop shall be staffed with qualified, competent employees trained by the Designated
Shop Manager, and who are employed solely by Franchisee and not by Franchisor.
Franchisee is solely responsible for hiring and discharging employees of the Shop, and
setting their wages and terms of employment. Franchisee shall comply with all applicable
laws and regulations, including, but not limited to, workers' compensation laws. Franchisee

14
shall require employees to wear such uniforms or attire as Franchisor 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 Franchisee, and not Franchisor, as the
employer, and shall not contain any of the MARKS.

13.11. SOURCES OF SUPPLY

In order to safeguard the integrity of the Marks, and to maintain the uniformity and quality
of items associated with the System, Franchisee shall only purchase products, supplies,
fixtures, equipment, furnishing, signs and other items for use in the Shop in accordance with
the following provisions.

13.12. FRANCHISOR PRODUCTS

Franchisee acknowledges that the Franchisor Products used in, and offered and sold from
the SHOP, as authorized by Franchisor from time to time, are manufactured using
proprietary processes, and are an inseparable and essential element of the Franchise. In
order to protect the interests of Franchisor, the owner of the Marks and their respective
licensees, and to ensure the quality, uniformity, and distinctiveness of the Products,
Franchisee agrees to purchase its entire requirements of Products, from Franchisor, or the
supplier designated by Franchisor, at prices, determined by Franchisor or its designated
supplier, and which may result in revenues and profits, directly or indirectly, Franchisor, the
designated supplier, and the owner of the Marks, all of whom Franchisee agrees are entitled
to receive such revenues and profits.

13.13. SUPPLIES AND EQUIPMENT

Franchisee shall only purchase paper goods, packaging, fixtures, equipment, signs, uniforms,
and other supplies for use in the Shop that have been approved in advance by Franchisor,
from sources that have been approved in advance by Franchisor. Franchisor will, when
appropriate, as determined solely by Franchisor grant a manufacturer of certain approved
items a license to print specified text and the IPR on those items, in the manner and format
established periodically by Franchisor. Franchisee shall not use paper goods, packaging,
fixtures, equipment, signs, uniforms, and other supplies at the Shop which do not bear the
text and the (IPR) Marks required by Franchisor, in the manner and format required and
approved in advance by Franchisor.

13.14. VENDOR REBATES

Franchisor shall have the right to periodically enter into agreements with vendors, suppliers
and distributors, who provide products and services to Franchisee, contemplating the
payment of a rebate or other consideration to Franchisor on account of Franchisee's
purchases. Franchisor will have the right to use rebates, and other monetary consideration
received, for any purpose for which it may use for any other purpose Franchisor desires,
without regard to whether such purpose is of any direct or indirect benefit to Franchisee.

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13.15. MANDATORY PARTICIPATION IN MARKETING PROGRAMS

Franchisee acknowledges that Franchisee's participation in promotions and marketing

programs established by Franchisor is important to enhance the value, recognition, and
reputation of the IPR and the System. Franchisee covenants and agrees that Franchisee shall
participate in those promotions and marketing programs established from time to time by
Franchisor that are appropriate to the Shop, as determined by Franchisor, provided
however that Franchisee shall have the right and obligation to decline to participate in all or
any part of any promotion or marketing program, which, due to the laws applicable to the
Shop, would render Franchisee's participation unlawful.

13.16. COMPLIANCE WITH LAWS AND LICENSE REQUIREMENTS

Franchisee shall fully, strictly and faithfully comply with all laws (including, but not limited
to, statutes, ordinances, regulations, and governmental orders) affecting Franchisee's
operation of the Shop; in particular, Franchisee shall operate and maintain the Shop and its
premises in strict compliance with all applicable health, sanitation, fire and safety codes and
requirements. If any law affecting Franchisee's operation of the Shop sets a standard that is
different than the System Standards, then Franchisee shall satisfy the higher standard; if
Franchisee perceives any law affecting Franchisee's operation of the Shop to conflict with
the System Standards, Then Franchisee shall notify Franchisor in writing, identifying the
specific law and System Standards requirement, so that Franchisor may determine how to
resolve the perceived conflict. Franchisee shall procure all required Licenses to run the
Franchise at the Premises and adhere to Law and Compliance in true spirit

13.17. SHOP INSPECTIONS

In order to safeguard the IPR and determine compliance with the System Standards,
Franchisor representatives shall have the absolute right to enter, remain in, and inspect the
Shop whenever Franchisor deems it appropriate. Franchisor representatives may, without
prior notice to Franchisee, interview Franchisee's employees and customers, take
photographs, video, and similar recordings, examine, evaluate and take representative
sample of the products stored, sold or used at the Shop. Franchisor shall have the right to
use all interviews, photographs, video, and other recordings for any reason Franchisor
deems appropriate, including in advertising, marketing and other promotional materials.
Franchisee will not be entitled to and hereby expressly waives any right that it might
otherwise have to be compensated for the use of interviews, photographs, video, and other
recordings by Franchisor, its advertising agencies, or other System Franchisees.

13.18. CORRECTING DEFICIENCIES

Franchisee shall at its own expense promptly, and within any period reasonably specified by
Franchisor, correct any violation of the System Standards. If, during an inspection,
Franchisor identifies a violation of the System Standards that:

16
 (a) is a reoccurrence of a previously identified violation of the System Standards,
occurring at the Shop within the preceding 12 months; or

(b) is a continuation of a previously identified violation of the System Standards, which

Franchisee failed to correct within the period specified by Franchisor; or

13.19. REPAIR AND RENOVATION

Franchisee shall repair, rehabilitate, refurbish, modernize, renovate and upgrade the Shop
periodically to maintain it in a clean, attractive and orderly condition, to provide efficient,
high-quality service to the public, and to conform to ongoing System Standards and
specifications applicable generally to Shops, as periodically revised by Franchisor. Franchisee
must obtain the prior written approval of Franchisor if any efforts to be taken under this
Section

Repair and Renovation will result in a temporary halt of operations, or will at any time result
in a change to the equipment layout, finish materials, or any other aspect of the design of
the Shop. Franchisee shall be solely responsible, irrespective of whether Franchisee has
obtained any approval from Franchisor, to make certain that

the Shop is accessible to the fullest extent and conforms to all applicable laws and
regulations. Without limiting the foregoing, Franchisee shall, unless required to do so more
quickly by Franchisor in any particular instance, repair any improper condition of the
Franchisor, or the equipment or furnishings in the Shop Premises, within 30 days after first
being identified by Franchisee or Franchisor.

13.20. EQUIPMENT AND TECHNOLOGY UPGRADES

During the Term, Franchisee shall make any equipment upgrades and additions, including
upgrades and additions reflecting new technologies adopted by Franchisor, within 90 days
of Notice from Franchisor. The foregoing obligation is in addition to any requirements to
upgrade the POS System

13.21. SALES AND PRODUCT MIX REPORTING REQUIREMENTS

Franchisee shall upon request periodically provide Franchisor with any and all requested
information related to Franchisee's sales, costs, earnings and related items. Franchisee
acknowledges that Franchisor may request this information be provided monthly, and
occasionally more often, and in some instances Franchisee may be required to track certain
information not regularly tracked by Franchisee.

13.22. PROJECTING REQUIREMENTS OF PRODUCTS & OTHER PRODUCTS

At the request of Franchisor, Franchisee shall periodically project sales, costs, and product
requirements. Franchisee shall endeavor to project quantities of products needed, including
quantity of each of the Products, and the anticipated timing of such need. Franchisee
acknowledges that this information is important to Franchisor so that it or its designated

17
supplier may project quantities of Products to manufacture. Notwithstanding the purpose
for requiring this information from Franchisee, or the accuracy of Franchisee's projections,
under no circumstances shall Franchisee's compliance with this Section be deemed to
require Franchisor or its designated supplier to sell Franchisee the projected quantities of
any particular Products.

13.23. HOURS OF OPERATION

Franchisee shall keep the Shop open and in normal operation during the days and hours
Franchisor from time to time specifies in the Shop Operations Manual or otherwise
approves in writing. Franchisee shall conspicuously post on or within the Shop Premises, at a
location visible to consumers during the Shop's operational and non-operational hours, and
acceptable to Franchisor, the Shop's normal hours of operation; and Franchisee shall keep
the Shop open and in normal operation during the days and hours posted.

13.24. POS SYSTEM

To ensure the efficient management and operation of the Shop, and the reporting of data
and information to Franchisor, Franchisee shall, at its own expense, install, and during the
Term shall properly maintain in good working order, a computerized point of sale system
(the "POS SYSTEM") consisting of one or more cash registers, a modem, software, cables, a
dedicated telephone line (or alternative communications line designated by, or permitted by
Franchisor), and other accessories and peripheral equipment, all of which must be approved
by Franchisor in the SHOP OPERATIONS MANUAL or otherwise in writing. Unless Franchisor
in writing permits otherwise, the equipment making-up the POS System shall be purchased
only from a source designated by Franchisor; and initially programmed and from time to
time reprogrammed only by someone designated by Franchisor, which requirements
Franchisee agrees are reasonable in order to reasonably maintain POS System uniformity
among various shops.

13.25. COLLECTING POS INFORMATION

Franchisee shall at all times use the POS System to accurately, consistently, and completely
capture, record, and structure all data and information that Franchisor prescribes in the
SHOP OPERATIONS MANUAL or otherwise (the "POS INFORMATION").

13.26. FRANCHISOR ACCESS TO POS INFORMATION

Franchisee agrees that Franchisor will have the absolute right to retrieve, electronically and
manually, any or all of the POS Information that Franchisor deems necessary or appropriate,
or desires. Franchisee may retrieve the POS Information at intervals and times Franchisor
determines, and without any advance notice to Franchisee. Franchisee shall assist
Franchisor in initially establishing electronic access to the POS Information, and shall
thereafter, as required by Franchisor, from time to time provide further assistance in
connection with the retrieval of the POS Information.

13.27. UPDATES, MODIFICATIONS, AND REPLACEMENTS

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Franchisee shall update or replace software used by the POS System, as directed by
Franchisor. Franchisee shall make, or at Franchisor’s direction shall permit someone else to
make, any programming changes required from time to time by Franchisor. Franchisor may,
at any time, but not more frequently than once every three years, require Franchisee to
update or replace the entire POS System to bring it into conformity with Franchisor’s then
current approved POS System. Franchisee will accomplish the required updates,
replacements, changes and other modifications within the timeframes Franchisor specifies.

13.28. FRANCHISOR’S OWNERSHIP AND USE OF POS INFORMATION

Franchisee agrees that all POS Information provided to Franchisor, whether electronically
retrieved or otherwise received, will become Franchisor’s property and may be used by
Franchisor in any manner Franchisor considers appropriate, provided however that
Franchisor will not share POS Information with other System Franchisees without
Franchisee's permission, unless presented in a manner that would not reasonably enable
the other System Franchisees to associate the POS Information to the Shop.

13.29. OTHER REQUIREMENTS

If Franchisor requires, then in connection with software for the POS System, Franchisee will
enter into, and abide by, any software licensing agreements with Franchisor or a third-party
software publisher or vendor. If Franchisor requires, then Franchisee will at its own expense
subscribe to a regular maintenance program for the POS System.

13.30. ACCEPTANCE OF CREDIT AND DEBIT CARDS

The POS System shall include equipment, software, and anything else necessary to make the
POS System capable of accepting, and Franchisee shall accept, credit cards and debit cards
specified by Franchisor, and similar redemption devices specified by Franchisor, that enable
purchases to be made without the physical exchange of currency; and Franchisee shall, it its
own expense, subscribe to any related processing services designated by Franchisor.

13.31. GIFT CARD PROGRAM

Franchisee shall at its own expense participate in any gift card program (or similar gift
redemption device program) established by Franchisor which may involve the issuance and
acceptance of gift cards (or other gift redemption devises) through the Pos SYSTEM, and
may require Franchisee to obtain additional equipment as part of its POS System.

13.32. COUPONS AND DISCOUNT OFFERS

Franchisee will not issue coupons except those that have been approved by Franchisor in
accordance with provision of this agreement. Coupons issued by Franchisee will clearly
identify the Shop, and any other Shop, if any, where they are redeemable, and will state
that they are not redeemable at any other Shop. If Franchisee elects to accept any coupons
issued by Franchisor, Which are redeemable at participating Shops, then Franchisee will

19
honor the redemption policies established from time to time by Franchisor. Franchisee is
solely responsible for determining whether any discounts or other terms of sale offered by
Franchisee, coupons issued by Franchisee, and coupons accepted by Franchisee, including
those issued by Franchisor, comply with applicable laws, including local dairy laws.

13.33. PROMOTIONAL MATERIALS

Franchisee acknowledges that Franchisee and other System Franchisees may benefit from
the promotion of Franchisor Products, Shops and the System. Franchisee acknowledges that
certain supplies used in the Shop (e.g. Ice cream cone wrappers; napkins; sundae and
beverage cups; etc.) And point of sale communication materials displayed or used in the
Shop (e.g. Brochures, posters; etc.), in addition to displaying the Marks, may, at the
determination of Franchisor, display information about Franchisor Products, Franchisor
Shops and the System that may be of interest to consumers, including information relating
to Franchisor Shop franchise opportunities. If requested by Franchisor, then Franchisee will
post, display, or make available to consumers, in a manner reasonably determined by
Franchisor information relating to Franchisor Products, the System, including if requested by
Franchisor, the addresses of other Franchisor Shops, and Franchisor Shop franchise
opportunities.

13.34. ACCESS TO EMAIL & INTERNET; CONSENT TO COMMUNICATION MEDIUM

Franchisee acknowledges that the World Wide Web, internet, intranet, extranet, email, and
similar medium are becoming an increasingly accepted and normal way of communicating.
Franchisee further acknowledges that Franchisor may from time to time desire to
communicate with Franchisee using any of the foregoing medium. Therefore, Franchisee
shall at all times, before and during the Term, have ready access to a computer (at the Shop,
Franchisee's home, or some other convenient location) with internet access and a
reasonably current web browser, and:

(a) Maintain an email address to which Franchisor may send electronic communications;
keep Franchisor apprised of Franchisee's current email address; regularly check, at a
frequency specified by Franchisor, which may be every day, for email
communications from Franchisor;

(b) Timely respond to email communications from Franchisor, which, unless a different
time-period is specified, will mean within 72 hours from receipt;

(c) In the event Franchisor establishes an intranet, extranet, or other means of posting
information on a web site or similar on-line medium, then regularly check, at a
frequency specified by Franchisor, which may be every day, for information
communicated by Franchisor.

Except in the case of a Notice, Franchisee hereby consents to receiving any communication
or information contemplated by Agreement in any manner contemplated by this Section,
which communication or information shall be deemed communicated upon sending
electronically to the email address designated by Franchisee for such purpose, or upon

20
posting on any web site or other on-line medium maintained by Franchisor for such
purpose.

13.35. PROMPT PAYMENT OF OBLIGATIONS

Franchisee acknowledges that Franchisee's payment practices can impact the willingness of
third parties to do business with, and extend credit to, other System Franchisees; the
goodwill associated with the Marks; and Franchisee's ability to operate the Shop in
accordance with the System Standards. Therefore Franchisee shall timely pay all obligations
and liabilities due and payable to vendors, suppliers, distributors, the Landlord, and other
parties to whom Franchisee incurs obligations in connection with the FRANCHISE.

13.36. SIGNIFICANT EVENT NOTIFICATIONS

Franchisee will keep Franchisor informed of any fact, matter or circumstance that has a
significant bearing on Franchisee's ability to continue to operate the Shop in accordance
with this Agreement and the Franchisor System Standards. Without limiting the preceding
requirement, Franchisee shall promptly, and in no event more than 7 days after Franchisee
becomes aware of any of the following situations related to the Shop, provide Notice to
Franchisor of the circumstances, and provide Franchisor with copies of pertinent
documents, and any other information Franchisor requires:

(a) Any notice of default received with respect to the Shop Premises from the Landlord,
a rental agent, mortgagee, or lender.

(b) Any claims, lawsuits, or other legal proceedings, asserted or brought by any
consumer, employee, governmental agency, or anyone else.

(c) Any governmental inspections, notices, claims, reports, warnings, or citations.

(d) Any fires, robberies, injuries, or similar events occurring on or at the SHOP
PREMISES.

(e) Any other matters, including those not related to the shop, that could impair the
good will associated with the IPR or the Franchisor.

14. REPRESENTATIONS AND WARRANTIES

14.1. FRANCHISORREPRESENTSANDWARRANTSTHAT:

14.1.1. It has all necessary statutory and regulatory permissions, approvals and permits for
the conduct of its business as provided for in this Agreement.

14.1.2. It has registered itself with all appropriate authorities established under Applicable
Laws as well as under legislations pertaining to service tax etc. As applicable under due
procedure of law.

21
14.1.3. The execution of this Agreement and the performance of its obligations under this
Agreement and the implementations of the terms and conditions contemplated hereby
does not violate any statute, Applicable Laws, regulation, rule, order, decree, injunction or
other restriction of any governmental agency or Court or any regulatory authority to which
it is subject to or any of the provisions of its’ constitutional documents or the Services
provided herein.

14.2. FRANCHISEE REPRESENTS AND WARRANTS THAT :

14.2.1. It has all necessary statutory and regulatory permissions, approvals and permits for
the conduct of its business. It has registered itself with all appropriate authorities
established under Applicable Laws as well as under legislations pertaining to Labour Laws,
Employee Compensation Act, 1923, Goods & Service Tax, etc. As applicable under due
procedure of law.

14.2.2.The Franchisee warrants that the execution of this Agreement and the
implementations of the terms and conditions contemplated hereby does not violate any
statute, regulation, rule, order, decree, injunction or other restriction of any governmental
agency or Court or any regulatory authority to which it is subject to or any of the provisions
of its’ constitutional documents.

14.2.3.The Franchisee shall provide at all times the true facts and correct information and
provide the services based on the facts and information provided

14.2.4. The Franchisee agrees to fulfil the object and purpose of the Agreement and not to
carry out or aid in carrying out any activities that are adverse to the purposes and object of
the Agreement.

15. INDEMNIFICATION

The Franchisee shall indemnify and hold harmless Franchisor and its officers, employees,
agents, representatives, members and affiliates (each being an "Indemnified Party") from
and against any and all losses, costs, expenses, claims, damages and liabilities (the
"Liabilities") to which such Indemnified Party may become subject under any applicable law,
or any claim made by any third party, or for non- compliance towards required Labour
Compliances such as PF, ESIC, Shops and Establishment, Gratuity, etc whichever applicable
to Franchisee hereto, or otherwise, to the extent they relate to or arise out of the
performance of the Services contemplated by this Agreement or the engagement of
Franchisor pursuant to, and the performance by Franchisor of the Services based on the
representations of the Franchisee and contemplated by this Agreement.

16. CONFIDENTIONAL AND PROPRIETARY RIGHTS

16.1. Both the parties agree to not disclose Confidential Information to any third party
except with the prior written consent of the other Party. Both the parties undertake not to
divulge or communicate to any person (unless required by applicable law) or use or exploit

22
for any purpose whatsoever, any Confidential Information which any party may receive or
obtain as a result of entering into this Agreement.

16.2. The Franchisee shall ensure to the fullest extent possible under law, that Franchisor
shall own any and all right, title and interest in and to, including trademarks, copyrights,
trade secret, patent, discoveries, inventions, know-how, concepts, processes, products,
methods and innovations and other intellectual property rights (IPR), with respect to any
document, copy, photographs, advertisement, or any other work or things created by
Franchisor or at its directions by any third party for the Franchisee, pursuant to this
Agreement and utilized by Franchisee shall be deemed Franchisor's technical information
and absolute property, and all the corresponding rights including intellectual property rights
shall belong solely to Franchisor.

17. NON-COMPETE AND NON-SOLICIT

During the Term and two years thereafter the Franchisee hereto agrees and undertake that
they shall not directly or indirectly:

17.1. Either alone or in association with others, for itself or for others

(i) Engage in any business or enterprise (whether as owner, partner, officer, director,
Client, consultant, investor, lender or otherwise), that directly or indirectly competes
with the Franchisor's business or the business of any of its subsidiaries in the
geographical areas in India;

(ii) Solicit, induce, hire or engage for any private training, recruit or encourage any of
the employees, agents, contractors, of the other or any of its subsidiaries to leave
their employment/contractual obligations, or to do any private trainings or
otherwise violate the policies of the Franchisor or any of its subsidiaries,

(iii) Solicit for employment, as an independent contractor, or permit any organization

directly or indirectly controlled by the other to solicit for employment, hire or
engage as an independent contractor, any person who was employed or engaged by
Franchisor or any of its subsidiaries at any time;

17.2. Franchisee acknowledges that the restrictions contained in this Agreement are
necessary for the protection of the business and goodwill and are considered by both the
Parties to be reasonable for such purpose. The Franchisee agrees that breach of this
Agreement is likely to cause the aggrieved Party substantial and irrevocable damage and
monetary damages may not alone be a sufficient remedy. Therefore, in the event of any
such breach, the Franchisee agrees that in addition to such other remedies which may be
available, they shall be entitled to specific performance and other injunctive relief.

17.3. Franchisee agrees and undertakes that in case of a default/breach of the covenants
hereto, apart from other legal remedies, the Franchisee shall compensate the Franchisor for
the actual losses suffered or with a sum Rs. 5,00,000/- (Rs. Five Lacs Only) whichever is
more.

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18. GENERAL

18.1. No amendment or waiver of any provision of this Agreement, or consent to any

departure by either party from any such provision, shall be effective unless the same shall
be in writing and signed by the parties to this Agreement, and, in any case, such
amendment, waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

18.2. Nothing contained in this Agreement shall create a partnership, association of persons,
joint venture, or employee relationship between the Parties. The Parties shall act as
independent contractors hereunder, and Franchisee shall not have the authority to bind
Franchisor with respect to any third party.

18.3. Notice: Any notice or communication required or allowed under this agreement,
regardless of the communication method, shall take effect upon actual delivery. The "actual
delivery" refers to the arrival of any notice at the legal domicile, residence or mailing
address, email ids of the receiving Party as per Franchisor’s records.

18.4. If the Franchisee alters its notification address or mailing or emailing address, it shall
notify Franchisor of its new address within three days after the alteration.

Otherwise, the Franchisee shall be held responsible for all consequent legal liabilities.

Addresses:

If to Franchisor __________________________________
__________________________________
__________________________________

Attention: __________________________

Designation: ________________________

If to the Franchisee: ___________________________________

__________________________________
__________________________________

Attention: __________________________

Designation: ________________________

18.5. This Agreement shall constitute the entire agreement along with the Annexures
between the parties with respect to the subject matter hereof, and shall supersede all

24
previous oral and written (and all contemporaneous oral) negotiations, commitments,
agreements and understandings relating hereto.

18.6. Under unforeseen circumstances, on account of act of God, war, fire, riot, terrorism,
earthquake, actions of state or local governmental authorities, natural calamity/technical
difficulties/medical grounds/social-political situations and/or any other contingencies not
under reasonable control shall not be deemed as breach of these Terms.

18.7. The Franchisee also hereby irrevocably, perpetually and unconditionally grant
Franchisor, the unrestricted power, right and authority to use, publish or reprint, in whole
or in part, Franchisee Shop name, photo, unsolicited testimonials, success story and
feedbacks across various media with respect to the Franchisee services at the _______
premises contemplated herein.

19. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY:

19.1. Franchisor offers, these terms, and any other related services and products “as-is”
and, to the fullest extent permitted by applicable law, expressly disclaims any warranties of
any kind, express or implied, including but not limited to, warranties of merchantability,
fitness for a particular purpose, design, accuracy, capability, sufficiency, suitability, capacity,
completeness or availability.

20. GOVERNING LAW AND ARBITRATION

20.1. This Agreement shall be governed and construed by the law of India and Courts
situated at ___________ shall have exclusive jurisdiction over any other Court.

20.2. In the event of any dispute or difference between the parties hereto arising out of or
in connection with this Agreement of whatsoever nature the validity, interpretation, or
breach thereof, including claims seeking redress or asserting rights under applicable law
shall be resolved with mutual discussions. In case no settlement can be reached, the case
may then be submitted for arbitration under The Arbitration and Conciliation Act, 1996 as
amended from time to time, in accordance with the provisional Rules of Procedures
promulgated by the said Arbitration Tribunal. The arbitration panel shall consist of three
arbitrators of which each Party shall appoint one arbitrator and the two arbitrators
appointed as such shall appoint the third arbitrator (“Arbitration Panel”). The arbitration
shall be held in __________. The arbitral proceeding shall be conducted in English language
and the arbitration award shall be final and binding upon both parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their duly authorized officers or agents as set forth below on the day and year
first above written.

25
SIGNED AND DELIVERED by )

For and on behalf of Franchisor )

Name: Mr. _____________ )

Designation: __________ )

In presence of: - )
Name: )

SIGNED AND DELIVERED by )

For and on behalf of the Franchisee )

Name: Mr. ______________ )

Designation:__________________ )

In presence of: )
Name: )

26