Franchisee Agreement

FRANCHISEE AGREEMENT

BETWEEN:

FRANCHISER

Registered Name GRHAPA SERVICES & SOLUTIONS PVT. LTD.

Director Name Mr. Manoj Jadhav
Registered Address #194 , R. K. Business Center, Shivaji Nagar, Nagpur 440010
Email info@grhapa.com
Phone 91 8484888848

AND

FRANCHISEE

Registered Name
Director Name
Registered Address
Email
Phone

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This FRANCHISEE AGREEMENT (“Agreement”) is made and entered into at _________ on this
_________________________day _____________ 2019

BY AND BETWEEN

M/s GRHAPA SERVICES & SOLUTIONS PVT. LTD., a company incorporated and duly existing under
the Companies Act, 1956 / 2013 and having its registered office at #194, R. K. Business Center, Shivaji
Nagar, Nagpur 440 010, (CIN:________________________), (hereinafter referred to as “Franchiser”,
which expression shall, unless inconsistent with the context or meaning thereof, be deemed to include
its subsidiaries, nominees, successors and assigns) represented by its Title: ________________; Mr.
Manoj Jadhav, duly authorized vide board resolution dated: _______________, of the FIRST PART;

AND

M/s ____________________________., a company incorporated and duly existing under the

Companies Act, 1956 / 2013 and having its registered office at _________________________,
(CIN:________________________), (hereinafter referred to as “Franchisee”, which expression shall,
unless inconsistent with the context or meaning thereof, be deemed to include its subsidiaries,
nominees, successors and assigns) represented by its Title: ________________; Name:
_________________, duly authorized vide board resolution dated: _______________, of the SECOND
PART;

Franchiser and Franchisee shall hereinafter be collectively referred to as “Parties” and severally referred
to as “Party”.

WHEREAS:

A. The Franchiser has developed a proprietary software product, called “OlaGate – The FREE
Apartment SuperApp (hereinafter referred to as the “Product”) which connects consumers and
service providers of home care & related services under on one roof, and offers an end-to-end
solution for both, consumers and service providers.

B. The Franchisee is running a _____________________________ business. The Franchisee

has represented to possess the skills, knowledge, and capacity to act as a Franchisee and has
also shown keen interest to acquire the franchisee rights and license of Franchisee Business
model of the Franchiser.

C. On mutual discussions between the Parties, the Franchiser has agreed to grant limited and
non-exclusive license of the Franchisee Business to the Franchisee on the terms and
conditions set forth herein below.

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NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set
forth, the Franchiser and the Franchisee agree with each other as follows:

1. DEFINITION

In this Agreement the following words shall have the following meaning unless the context
otherwise requires:

a) "Agreement" means this present agreement including any schedules, annexures and
exhibits attached to it or incorporated in it by reference, including any modifications
made thereto by the Parties, which is evidenced in writing.

b) “Confidential Information” shall have the meaning as the meaning as assigned to it in

Clause 9.

c) “Force Majeure Events” shall mean as defined in Clause 5 (b) of this Agreement.

d) “Intellectual Property (IP)” shall mean all forms of intellectual property in the Product
subsisting under the laws of India and all analogous rights subsisting under the laws
of each and every jurisdiction throughout the world including patents, trademarks,
service marks, trade names, registered designs, copyrights, rights of privacy and
publicity and other forms of intellectual or industrial property, know how, inventions,
formulae, confidential or secret processes, trade secrets, any other protected rights or
assets and any licenses and permissions in connection therewith, in each and any
part of the world and whether or not registered or registrable and for the full period
thereof, and all extensions and renewals thereof, and all applications for registration
in connection with the foregoing. “Intellectual Property Rights” shall mean all rights
arising out of and/or in connection with the Intellectual Property.

e) “Franchisee Fees /Commission” means the remuneration the Franchisee pays to the
Franchiser towards the grant of Franchisee Business license and as set out in Clause
3 of this Agreement.

f) “Manual” means the confidential Franchisee procedure manual and any other
document/s the Franchiser may provide or supply to the Franchisee describing the
System and the way in which the franchisee operational procedures of a consultancy
and such other changes updated from time to time in the sole discretion of the
Franchiser.

g) “Premises” shall include and means such location and registered address of the
Franchisee from where the Franchisee has confirmed in writing to the Franchiser to
operate the Franchisee business on a day-to-day basis.

h) “Product/s” means as mentioned in Recital A to this Agreement and any system,

software or application developed, authored and /or owned and established by the
Franchiser and offered under this Agreement to the Franchisee for commercial
exploitation.

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i) "Standards of Quality" means the requirements and stipulations given by the

Franchiser to conduct the Franchisee Business on its website and / or written
communications from time to time to the Franchisee.

j) “Systems” means the procedures, operating techniques and the whole business of
marketing and providing services relating to the Franchisee Business, its Products
and /or services requirements.

k) “Term” shall mean the duration of this Agreement commencing from

____________________ and ending on _________________and any other
extensions to this Agreement, if any.

l) "Territory" means as defined in Clause 2 and shall include the designated

geographical limits of _____________area of
_________________________assigned by the Franchiser wherein the services are
being sold by the Franchisee during the Term of this Agreement.

2. GRANT OF LICENCE

a) The Franchiser hereby grants the Franchisee a non-transferable, non-exclusive and

limited Franchisee rights for commercial exploitation of the Product/s, including
services and/or systems (collectively referred to as “Franchisee Business”). However,
the Franchisee shall on an exclusive basis offer the Franchisee Business to its
customers at all times during the Term of this Agreement.

b) The Franchisee shall at all times offer to sell the Products or services within the
territory limits of ______________________ area (“Territory”) and as agreed by the
Parties from time to time in writing.

c) The Franchiser reserves the rights, at all times, to inspect the Premises, and the
furnishings, equipment and fixtures thereon and the Products, to take inventory of
such Products, and otherwise to examine the manner in which the Franchisee is
conducting its business and during such inspection the Franchisee and its staff
acknowledges to co-operate entirely and completely with the Franchiser.

3. FRANCHISEE FEES & COMMISSIONS

a) Franchisee Fees and Commissions shall be as follows:
Name Price (INR) Quantity Sub-total
(INR)
Initial Franchisee NIL 1 NIL
Fees
Refundable NIL 1 NIL

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Deposit
Monthly Franchise 0.0 1 0.0
Marketing Fees
Training & 0.0 1 0.0
Consultancy Fee

i. The Franchisor shall retain 1% of the revenue received from the orders from the
Franchisee Territory on the OlaGate App

b) It is specifically and explicitly clarified between the Parties that the costs towards payment gateway
charges shall also be adjusted from the aforesaid revenue received from the orders from the
Franchisee Territory on the OlaGate App.

4. TRAINING & OPERATIONAL ASSISTANCE

a) The Franchisee agrees to successfully complete the training of the Franchisee

Business model including its Products, systems and/or the franchised systems for
such duration and at such location as deemed necessary by the Franchiser during the
Term of this Agreement.

b) The Franchisee shall designate ____ number of its key employees for such training.

c) The Franchisee shall be solely responsible for all costs and expenses incurred to
attend or during the course of training viz., travel, lodging and boarding and any other
such expenses including wages payable to the trainees, if any.

d) The Franchisee shall duly make payments towards the cost of the training manuals
required for any of its trainee/s during the course of training.

e) Additional start-up assistance or retraining or refresher courses may be provided by

Franchiser, at its sole discretion, and at cost. The costs of such additional courses
shall be solely borne by the Franchisee and which shall be based on Franchiser’s the
then current daily wages of the Franchiser’s personnel performing such assistance,
plus other reasonable expenses, including travel, lodging and boarding expenses,
etc.,.

f) During the Term of this Agreement, Franchiser shall furnish to the Franchisee such
continuing advice and guidance as is or may be reasonably required by the
Franchisee and at the sole discretion of the Franchiser with respect to the planning,
opening and operation of the Franchised Business, including consultation and advice
regarding the Product/s:
 branding, policy & procedure, rules & regulations and offers;
 hiring and training of employees;
 formulation and implementation of advertising and promotional programs;
 establishment and maintenance of administrative, procedure & guideline of
on boarding service providers, and general operating procedures; and

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 improvements in the Franchiser system, including new product rollout or

development in the existing product; and financial advice and consultation.

5. OPERATION OF THE FRANCHISEE BUSINESS

a) The Franchisee hereby undertakes to strictly abide and follow the procedures and
policies either contained in the manual or otherwise. However, without limiting the
generality of the foregoing, the Franchisee agrees as follows:

i. It shall ensure, at all times prompt, courteous and efficient service is being
accorded to its customers. The Franchisee shall in all its dealings with its
customers, suppliers and the public, adhere to the highest standards of honesty,
integrity, fair dealings and ethical conduct at all times;

ii. The Franchisee shall sell such packages and offers defined & approved by the
Franchiser in the Franchisee Territory, with uniform standards of professionalism.
The Franchisee undertakes not to offer or sale or market any other platform and/or
products or services from its designated Premises and in the Territory.

iii. It is explicitly agreed by the Franchisee it shall not collect or engage in any kind of
payment collection in any form including cash or fees from the users of the
platform including service providers, advertisers, clients, etc,.

iv. The Franchisee agrees to maintain the condition and appearance of the
Franchised Business including the equipment, products, systems, etc., used
therein consistent with the image at the Standards of Quality, specified from time
to time, and present the Franchiser’s franchised business as a professional,
attractive, modern, clean, convenient and efficiently operated business offering
high quality service with promptness and courteousness. The Franchisee agrees
to effect any maintenance of the Premises and/or the displayed equipment
installed therein as may be reasonably required from time to time basis.

v. The Franchisee agrees not to force or make any false promises on the behalf of
Franchiser or itself to the customer or service providers to lure them. In event of
breach of this clause Franchise will be liable for penalty charges including without
limitation to the termination of this Agreement.

vi. The Franchisee shall be responsible for coordinating document and background
scrutinization of the service providers / customers registered in its designated
Territory of operation.

vii. The Franchisee shall not make or cause to make any alterations to the branding &
marketing material without the prior written approval of the Franchiser and that
such approval may be given or withheld in the sole discretion of the Franchiser;

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viii. The Franchisee shall participate fully and completely in all national, regional and
local promotions undertaken by the Franchiser for promotion of the Franchisee
Business model, Products, services and/or systems.

ix. The Franchisee shall, upon request by Franchiser, make available for a
reasonable period of time each of its staff and manager for training or retraining
purpose by Franchiser, at the Franchiser’s head office or at such location as may
be designated by the Franchiser. Such training or retraining shall be conducted at
no cost to the Franchisee. However, the Franchisee shall be responsible for the
costs incurred towards travel, boarding and lodging of the trainees during such
trainings.

x. The Franchisee hereby warrants that it shall alone be responsible to make the
required applications along with the fees to the concerned authorities, includes
local, state and/or central for approvals, licenses, certificates, etc., includes
renewals to the run and/or operate the Franchised Business during the Term of
this Agreement.

xi. The Franchisee shall, at all times, comply with all local, municipal, provincial and
federal laws and regulations and shall obtain at all times, maintain any and all
permits, certificates or licenses, necessary for the proper conduct of the
Franchised Business pursuant to the terms and conditions of this Agreement;

xii. The Franchisee shall at all times during the Term devote its full time and attention
to the establishment, development and operation of the Franchised Business; and

xiii. The Franchisee agrees to render services or otherwise deal in only such products,
as Franchiser shall first approve of in writing, which approval may be given or
withheld in the sole discretion of Franchiser.

b) So long as the Franchisee is not in default hereunder, Franchiser will endeavor to use

its reasonable efforts to process all applications and render all services for clients
referred to Franchiser by the Franchisee as promptly as possible. However,
Franchiser will not be liable for any loss or damage due to delay in services resulting
from any cause beyond its reasonable control, including, but not limited to,
compliance with any regulations, orders or instructions of any local, federal, provincial
or municipal government or any department or agency thereof, acts or omissions of
the Franchisee, acts of civil or military authority, fires, strikes, lockouts, embargoes,
epidemic and delays in transportation (“Force Majeure Events”). In no event shall
Franchiser be liable for financial loss, including consequential or special damages on
account of delay due to any cause Force Majeure Events.

6. FRANCHISEE BUSINESS MODIFICATIONS

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The Franchisee acknowledges and agrees that Franchiser may from time to time
hereafter add to, subtract from, modify or otherwise change the Franchisee Business
model, including, without limitation, the adoption and use of new or modified trade-marks
or trade names, new products or services, fees & commission structure and new
techniques in connection therewith, and the Franchisee agrees, at its own cost, to
promptly accept, implement, use and display all such alterations, modifications and
changes.

7. TRANSFER OF FUNDS

The Franchisee covenants and agrees to cooperate fully and comply with any systems
implemented by Franchiser for the transfer of funds directly from the bank account of the
Franchisee to the bank account of Franchiser, including the execution of any
preauthorized payment forms required from the Franchisee’s bankers.

8. ADVERTISING
     
a) The Franchisee explicitly agrees to during the Term and any renewal thereof that:
i. the expenses for corporate advertisements without the name of the Franchisee will be
borne by Franchiser;

ii. expenses for corporate advertisements with Franchisee name will be borne by the
Franchisee on the basis of the percentage of circulation in the newspaper in which the
advertisement is placed;

iii. the cost towards any local advertising shall be borne by the Franchisee alone;

iv. the Franchisee shall have the right to conduct such advertising and promotions in
respect of the Franchised Business with the prior approval from the Franchiser. The
Franchisee shall submit to Franchiser for its approval, which approval shall not be
withheld unreasonably and such promotions shall not be utilized by the Franchisee
until such time as Franchiser shall give its written approval for its usage;

v. the Franchisee shall prominently display, at its expense, in and upon the Premises
signs of such nature, form, color, number, location and size and containing such
matters as Franchiser may direct or approve in writing from time to time and such
signs shall be purchased from Franchiser or, at its option, from suppliers approved by
it;

vi. the Franchisee hereby acknowledges that Franchiser is the sole and exclusive owner
of all copyrights that any and all advertising and promotional material prepared by or
on behalf of Franchiser and shall at all times remain the property of Franchiser; and

vii. the Franchisee agrees to advertise the Franchised Business (at the Franchisee’s
expense) in the white pages and classified section (yellow pages) of all local

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telephone directories, using only such matters as maybe approved by Franchiser. If

other franchisees are served by the same white pages or classified section,
Franchiser shall have the right to do group listings therein, to make direct
arrangements with the telephone company and to allocate an equitable part of the
cost thereof of the Franchisee.

9. CONFIDENTIAL INFORMATION & NON DISCLOSURE

a) The Franchisee shall hold in trust for the Franchiser and shall not disclose to any third party
to the Agreement, any confidential information of Franchiser. Confidential information is
information that relates to the Franchiser’s research, development, trade secrets or
business affairs and shall include all that information which the Franchiser shall disclose to
the Franchisee during the Term of this Agreement. Franchisee hereby acknowledges that
during the performance of this contract, the Franchisee may learn or receive confidential
the Franchiser information and therefore the Franchisee hereby confirms that all such
information relating to the Franchiser’s business will be kept confidential by the Franchisee,
except to the extent that such information is required to be divulged to the Franchisee’s
clerical or support staff or Franchisees, Government Offices, in order to enable the
Franchisee to perform the Franchisee’s contractual obligations. This provision shall prevail
even upon the termination of this present Agreement.

b) Franchisee agrees to the terms & conditions laid in to the Non Disclosure Agreement for
promoting the services provided by the Franchiser.

10. TRADEMARKS, COPYRIGHTS & ANY INTELLECTUAL PROPERTY (IP)

a) Trademarks, Copyrights and other IP are exclusively owned by the Franchiser, Franchisee
have limited rights to use trade mark, copyrights and such other IP for the purpose of
promotion of the Franchisee Business in good faith in accordance with the terms of this
Agreement and not for any other purpose without any prior consent and explicitly in writing
from the Franchiser.

b) Any IP rights thus, granted must be in explicit writing stating the name of the Franchiser
and that the Franchisee is a licensed to utilise such copyrights, trade marks and or such
other IP as and when they are used during the Term.

11. RESTRICTIVE COVENANTS AND TRADE SECRETS

a) Competition During Term of Agreement: The Franchisee covenants and agrees that, during
the Term of this Agreement and any renewal period thereof, the FRANCHISEE shall not,
without prior written consent of FRANCHISER , either individually or in partnership or jointly
or in conjunction with any person firm, association, syndicate or corporation, as principal,
agent, shareholder or in any manner whatsoever, carry on or be engaged in or be
concerned with or interested in or advise, lend money to, guarantee the debts or obligations

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of or permit their names or any part thereof to be used or employed in any business
operating in competition with or similar to the Franchised Business or franchising
businesses similar to the Franchised Business.

b) Competition after Termination: In the event of the expiration or termination of this

Agreement for any reason whatsoever, each of the FRANCHISEE shall not , without the
prior written consent of FRANCHISER  , at any time during the period of five (5) years from
the date of such expiration or termination either individually or in partnership or jointly or in
conjunction with any person or persons , firm , association , syndicate , company or
syndication as principal , agent , shareholder or in any other manner whatsoever carry on,
be engaged in or be concerned with or  interested in or advise , lend money to , guarantee
the debts or obligations of or permit its name or any part thereof to be used or employed by
any person or persons , firm , associations, syndicate , company or corporation engaged in
or concerned with or interested in any business competitive with or similar to the
Franchised Business or Franchising Business similar to the Franchised Business within the
Territory or anywhere else.

12. TERMINATION

a) Franchiser shall have the right to terminate this Agreement and the rights granted without
prejudice to the enforcement of any other legal right or remedy, immediately upon giving
written notice of such termination upon the happening of any of the following events:

i. if in the Franchiser’s opinion, acting reasonably, the Franchisee’s participation in Franchiser’s

initial training program hereof discloses the Franchisee’s or the Franchisee’s key employees’
inability to adequately manage and operate a Franchiser In the event of such termination,
Franchiser shall refund to the Franchisee, within seven (7) days after the effective date of
termination, all monies received by it from the Franchisee, less Franchiser’s reasonable costs
including without limitations costs and/or expenses reasonably incurred by Franchiser in
connection with granting of this Franchisee Business, the negotiation and execution of this
Agreement and any premises and any other lease negotiations;

ii. if default is made in the payment of any amounts to be payable under this Agreement, as and
when the same shall become due and payable, and such default continues for a period of two
(2) consecutive days after written notice thereof has been given to the Franchisee;

iii. if breach by Franchisee of any other of the terms or conditions of this Agreement or any other
agreement or undertaking entered into between Franchiser and the Franchisee remains
uncured in spite of a written notice for ten (10) consecutive days has been given to the
Franchisee;

iv. if the Franchisee or its employee’s action resulted into any legal issue affecting the brand value
of the Franchiser;

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v. if the Franchisee fails to conduct business in, at or from the designated Territory for a period of
five (5) consecutive business days without the prior written consent of Franchiser;

vi. if the Franchisee ceases or threatens to cease to carry on business, or takes or threatens to
take any action to liquidate its assets, or stops making payments in the usual course of
business;

vii. if the Franchisee makes or purports to make a general assignment for the benefit of creditors;

viii. if Franchisee shall institute any proceeding under any statute or otherwise relating to
insolvency or bankruptcy, or should any proceeding under any such statute or otherwise be
instituted against the Franchisee;

ix. if the custodian, receiver, manager or any other person with like powers shall be appointed to
take charge of all or any part of the Franchisee’s undertaking, business, property or assets;

x. if the Franchisee shall commit or suffer any default under any contract of conditional sale,
mortgage or other security instrument;

xi. if an order shall be made or a resolution passed for the winding up or liquidation of either the
Franchisee;

xii. if the Franchisee passes or purports to pass, or takes or purports to take any corporate
proceedings to enable it to take proceedings for its dissolution, liquidation or amalgamation;

xiii. if the Franchisee or any agent or representative of the Franchisee fails to submit any report
required to be furnished to Franchiser pursuant hereto within three (3) consecutive days of the
date such report is due or, understates gross sales by more than three (3%) percent on such
report; or

xiv. if the Franchisee fails to generate adequate business as per the targets agreed by the Parties
for three (3) consecutive months:

xv. and upon the death or incapacitation of the Franchisee.

13. EFFECTS OF TERMINATION

a) Upon the expiration or termination of this Agreement for any reason whatsoever, the following
shall applicable:

i. The Franchisee shall, immediately upon Franchiser’s request (in order that Franchisee may
protect its proprietary marks and other proprietary marks and other proprietary rights and
Franchiser’s other franchisees), permit Franchiser or Franchiser’s representative to enter
the Premises and, at Franchiser’s option, to cure any default by the Franchisee, to operate

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the Franchised Business for Franchiser’s account or to secure the Franchisee’s complete
and timely compliance with the other obligations set forth in this Agreement;

ii. the Franchisee shall pay to Franchiser, within seven (7) days after the effective date of
termination or expiration, all Franchisee Fees, Commissions, royalties, advertising fees and
other charges then due and/or unpaid by the Franchisee including, but not limited to
Franchiser’s costs and expenses in re-entering the Premises and in completing the acts
specified in the aforesaid Clause;

iii. the Franchisee shall immediately discontinue the operation of the Franchised Business,
Franchiser system and the use of any IP or marks and other proprietary rights licensed
under this Agreement, and similar names and marks, or any other designations or marks
associating the Franchisee with the Franchiser. The Franchisee shall cease displaying and
using all signs, stationery, letterheads, packaging, forms, marks, manuals, bulletins,
instruction sheets, printed matter, advertising and other physical objects used from time to
time in connection with the Franchiser system or containing or bearing any of the marks
and other names, marks or designation, and shall not thereafter operate or do business
under any name or in any manner  whatsoever, or that might tend to give the general public
the impression that it is associated with Franchiser or the Franchiser system or that it is
operating a business similar to the Franchiser business or that it previously conducted its
business under the Marks;

iv. if the Franchisee retains possession of the Premises, the Franchisee shall promptly and, at
its expense, make such modifications to the interior and / or exterior décor of the Premises
as Franchiser shall require to remove all identification as a Franchiser business;

v. the Franchisee shall promptly and within seven (7) days from the date of termination of this
Agreement execute such documents or take such actions as may be deemed necessary to
abandon the Franchisee’s use of any fictitious business name containing any of
Franchiser’s proprietary marks adopted by the Franchisee and to remove (in respect to the
next publication), at Franchiser’s request, the Franchisee’s listing as a Franchiser’s
Franchisee from the yellow pages, all other telephone directories and all other trade or
business directories and to assign (if the business if the Franchisee is being continued by
Franchiser or its nominee) to Franchiser or any other party designated by Franchiser all of
the Franchisee’s telephone numbers and listings in connection with the Franchised
Business; and

vi. within seven (7) days after the effective date of expiration or termination, the Franchisee
shall return to Franchiser all copies of the manual, all other confidential material provided to
the Franchisee by Franchiser and all other materials required to be returned in accordance
with this Agreement or the manual.

vii. the Franchisee shall return e-mail account of Franchiser on demand or on or before
termination of this Agreement which shall be the property of Franchiser, the Franchisee
shall have no right, interest or claim over the said e-mail account and shall not use the
same after the termination of this agreement under any circumstances, nor change the

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password, recovery account or any other template which are and shall remain the exclusive
property of Franchiser.

viii. the Franchiser reserves right to take legal action for the compensation of the reputational or
brand value damage caused by Franchisee or any of its employee’s action.

14. SURVIVAL OF COVENANTS

Notwithstanding the expiration or termination of this Agreement for any reason whatsoever,
all covenants and agreements to be performed and / or observed by the Franchisee under
this Agreement or which by its nature shall survive any expiration or termination of this
Agreement by the Parties involved.

15. DISPUTE RESOLUTION; GOVERNING LAW AND JURISDICTION

a) This Agreement shall be governed and construed in accordance with the laws of India.

b) If any dispute arises between the Parties hereto during the subsistence of this Agreement
or thereafter, in connection with the validity, interpretation, implementation or alleged
breach of any provision of this Agreement or regarding a question, including the questions
as to whether the termination of this Agreement by one Party hereto has been legitimate,
Parties hereto shall endeavour to settle such dispute amicably. If the Parties fail to bring
about an amicable settlement within thirty (30) days, , either Party to the dispute may give
notice of invocation of arbitration provisions in writing to the other Party in accordance with
the Arbitration and Conciliation Act, 1996. The Parties shall mutually appoint a sole
arbitrator; and in case of dissent each Party shall appoint one arbitrator each and the two
appointed arbitrators shall appoint the third arbitrator to preside over the arbitration
proceedings. The proceedings of arbitration shall be conducted in English language and at
Mumbai.

c) Subject to the provisions of this clause, the Courts having the jurisdiction under the
provisions of the Arbitration and Conciliation Act, 1996, to determine all matters which the
Courts are entitled to determine under the Act, including, without limitation, provisions of
interim reliefs under the provisions of Section 9 of the Arbitration and Conciliation Act,
1996, shall exclusively be with the courts of Nagpur, India.

d) The provisions of this Clause shall survive termination of this Agreement.

16. MISCELLANEOUS

a) Indemnification: Franchisee shall indemnify Franchiser against all losses and expenses

arising out of any proceedings or claims brought by a third party and arising out of
Franchisee’s own acts and omissions includes the operation of the Franchised Business.
Additionally, each Party shall indemnify the other against all losses arising out of any

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proceeding brought by either, a third party or an indemnified party, and arising out of the
indemnifying party's willful misconduct or gross negligence.

b) Notices: All notices given pursuant to this Agreement shall be in writing and shall be delivered to
the Parties at their respective addresses, as stated hereinabove, in this Agreement. Any notice
given as provided by this clause shall be deemed received by the Party to whom it is addressed
when:
(i) in the case of any notice delivered by hand, when so delivered;
(ii) if sent by pre-paid post on the third clear day after the date of posting;
(iii) in the case of any notice sent by facsimile, upon the issue to the sender of a transmission
facsimile machine message which shows the relevant number of pages comprised in the notice
to have been sent and result of the transmission is “OK” and such facsimile is immediately sent
by pre-paid post provided always that in the case of a facsimile notice, the notice shall for the
purposes of this Agreement be deemed to have been duly signed if the name of the person or
company giving the notice on behalf of the Party has affixed by mechanical means or device on
the said notice;
(iv) if sent by e-mail, 24 hours after the e-mail is sent.

Notices should be addressed to:

Franchiser Franchisee
Mr. ____________________ Mr. ____________________
Title: Title:
GRHAPA SERVICES & SOLUTIONS PVT. LTD. Company Name
Add: Add:

Phone:+91 (0) ________________________ Phone:+91 (0) ________________________

Facsimile: +91 (0) _______________________ Facsimile: +91 (0) _______________________
E-mail: ________________________ E-mail: ________________________

The Parties may, from time to time, change their respective addresses or representative for
receipt of notices provided for in this Agreement by giving to the other Party not less than 7
(seven) days prior written notice.

c) Parties to Act with Due Diligence and in Good Faith : The Parties hereto shall dutifully perform all
covenants of this Agreement in letter and spirit and shall otherwise act with due diligence and in
good faith.

d) Relationship of Parties: This Agreement is entered into between the Parties on a principal to
principal basis and nothing in this Agreement shall constitute or be deemed to constitute a
partnership or agency between any of the Parties hereto and none of them shall have any
authority to bind the other in any way other than as specified in this Agreement.

e) Waiver: No provision of, right, power or privilege under this Agreement shall be deemed to have
been waived by any act, delay, omission or acquiescence on the part of any Party, its agents or
employees, but shall be waived only by an instrument in writing signed by an authorized
representative of such Party. No waiver by any Party of any breach or default of any provision(s)

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Franchisee Agreement

of this Agreement by the other Party / Parties shall be effective with respect to any other breach
or default, whether of the same or any other provision(s) and whether occurring prior to,
concurrent with or subsequent to the date of such waiver.

f) Severability: If any term/s or provision/s of this Agreement is / are determined or held to be

illegal, unenforceable or invalid in whole or in part for any reason by a court / tribunal of
competent authority, such illegal, unenforceable or invalid provision/s shall not affect or impair
the legality, enforceability or validity of any other provision(s) of this Agreement. In such event,
the provision(s) determined to be illegal, unenforceable or invalid shall be replaced, to the extent
possible, with equivalent provision(s) that reflect the initial commercial intent of the Parties

g) Assignment: Franchiser shall be entitled to assign or license any or all of its rights and/or
benefits under this Agreement to any other party of its choice. The Franchisee shall not be
entitled to assign or license any of its rights, duties and obligations under this Agreement to any
third party.

h) Entire Agreement and Amendments: This Agreement, together with all agreements and
documents executed contemporaneously with it or referred to in it, constitutes the entire
Agreement between the Parties in relation to its subject matter and supersedes all prior
agreements and understandings whether oral or written with respect to such subject matter. No
change, modification, or termination of any of the terms, provisions, or conditions of this
Agreement shall be effective unless made in writing and signed or initialed by both the Parties.

i) Counterparts: This Agreement shall be signed in two counterparts, each of which is an original
and both of which, taken together, constitutes one and the same instrument.

IN WITNESS WHEREOF the Parties hereto have hereunto set their respective signatures on the day
and year first hereinabove written.

Signed and Confirmed by the withinnamed “Franchiser” )

M/s GRHAPA SERVICES & SOLUTIONS PVT. LTD. )
Through its authorized signatory )
Name: ___________Title__________ )

In the presence of (Witness) )

Name____________ Title
Add:
(M) +91 ____________________ )

Signed and Confirmed by the withinnamed “Franchisee” )

M/s ____________________________________________ )
Through its authorized signatory )
Name: ___________Title__________ )

In the presence of (Witness) )

Name____________ Title

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Franchisee Agreement

Add:
(M) +91 ____________________ )

Franchisee Agreement Aug 2020 Page 16 of 16