TRADEMARK LICENSE

AGREEMENT

BY AND AMONG:

1. CREAM AND BARBEQUE AND,

2. KMS HAKKIM BIRIYANI.

DATED JUNE 15, 2020

TRADE MARK LICENSE AGREEMENT

THIS AGREEMENT is made as of the 15th day of JUNE, 2020 by and

between: CREAM AND BARBEQUE, a company deemed to be registered
under the Companies Act, 1956, having its registered office at 11, Tabs
complex, Cantontment, Tiruchirapalli - 620001 (hereinafter referred to as
“LICENSOR" which expression shall unless it be repugnant to the context
be deemed to include its successors in title andpermitted assigns) of the
First Part;

AND

KMS HAKKIM BIRIYANI, hereafter referred to as “LICENSEE” a

company deemed to be registered under the Companies Act, 2013, having
its registered office at 06, Thillai Nagar 1st cross east, Tiruchirapalli -
620018, of the Second Part.

WHEREAS, Licensee possesses experience and skill in the business of

North Indian and South Indian restaurants and variety of chikens and
wishes to obtain a limited, non-exclusive, non-transferable, non-assignable
and revocable license to use Licensor’s trademarks in connection with
certain goods, subject to the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
Grant of License (SECTION 1)
A. That, the Licensor hereby grants to Licensee a limited, exclusive, non-
transferable, nonassignable and revocable right and license to use only
those trademarks (“Trademarks”) as set forth on Exhibit A, solely for
and in connection with the manufacture, promotion, sale and
distribution of the licensed product(s) (the “Licensed Product(s)”) in the
quantities and in the “Territory” as set forth on Exhibit B to this
Agreement. Licensee shall not have the right to sublicense the rights to
any other party, granted herein. Licensee may use the Trademarks on or
in connection with the Licensed Products and may be co-branded with
trademarks not owned by Licensor, but in each case only with
Licensor’s prior written approval. Licensor reserves all rights not
expressly granted herein.
B. That, the parties acknowledge and agree that state and federal franchise
laws do not and will not apply to this Agreement or to the relationship
between Licensee and Licensor and their respective rights and
obligations hereunder since the parties agree that, due to their
respective business backgrounds and prior licensing experience, they do
not need the protection of state or federal franchise laws.
Royalty (SECTION 2), in consideration for the license granted hereunder,
Licensee shall pay to Licensor, the following:
A. Up-Front Fee; Minimum Royalty: that, on signing of this Agreement,
Licensee shall pay to Licensor a non-refundable, one-time licensee fee
in the amount set forth on Exhibit B to this Agreement, if any. Licensee
agrees to pay Licensor a guaranteed minimum royalty in the amount set
forth on Exhibit B, if any.
B. Royalty on Gross Sales:that, Licensee shall pay to Licensor a
continuing royalty, in respect to each of the Licensed Products in
amounts calculated by multiplying the royalty rates set forth on Exhibit
B and the “Gross Selling Price” of all Licensed Products, respectively,
sold or otherwise disposed of by Licensee under this Agreement. The
“Gross Selling Price” shall mean the gross selling price invoiced or
charged to others by Licensee for all Licensed Products sold,
distributed or transferred, reduced by the amount of actual returns only.
It is understood that credit against sales shall be allowed only for actual
returns and that no credit against sales shall be allowed on the basis of
an accrual or reserve system. No deduction shall be made for cash,
trade discounts, or other discounts, promotional allowances or
uncollectible accounts. Licensed Products are considered sold on the
date on which such Licensed Products are billed, invoiced, distributed,
shipped, and/or paid for, whichever occurs first. No costs incurred in
the manufacture, sale, distribution, advertisement or promotion of the
Licensed Products or in the payment by Licensee of any local, state or
federal taxes of any nature whatsoever shall be deducted from the gross
sales amounts or from any royalty payable to Licensor by Licensee.
Licensee shall further pay and hold Licensor forever harmless from all
 taxes, customs, duties, levies, import or any other charges now or
hereafter imposed or based upon the manufacture, sale, distribution,
advertisement or promotion by Licensee
of the Licensed Products (including, but not limited to sales, use,
inventory, income, and value added taxes on sales of the Licensed
Products), which charges shall not be deducted from the royalties
payable to Licensor. Any sales or transfers of Licensed Products made
by Licensee to any person or entity that does not deal at arm’s length
with Licensee shall be computed, for the purpose of determining Gross
Selling Price, at an amount equal to the regular sales price at which
Licensee would have invoiced or charged purchasers which deal at
arm’s length with Licensee.
C. Payment and Reports:that, all guaranteed minimum royalties shall be
due and payable as set forth on Exhibit B. Any additional Royalties
earned for the twelve month period beginning May 1, 2021 and ending
April, 2021, less the guaranteed minimum royalties previously paid,
shall be due and payable on March 31, 2021. Licensee shall provide to
Licensor a written royalty report on a monthly basis, certified under
penalty of perjury by Licensee to be correct, identifying the Licensed
Products (on a style-by-style basis) sold and the prices received
therefore, the stock number and descriptions, unit sales price, the
quantity returned, and the Gross Selling Price of the Licensed Products
sold. Licensee shall also provide theforegoing information in an
electronic spreadsheet. If a currency exchange rate is necessary to
calculate royalties, Licensee shall use the closing rate of exchange on
the last business day of the applicable quarterly accounting period.
D. Royalty Payment Address:that, all payments and statements shall be
sent to Licensor at its address sent forth in Section 12(c). Licensee
hereby agrees that this Agreement shall also serve as an invoice with
respect to the amounts payable hereunder.
E. Late Charges:that, in the event Licensee shall fail to pay any sum
required under this Agreement on or before ten (10) calendar days
following the due date thereof, the amount owed shall be charged a late
fee in the amount of one percent (1.0%) per month of the amount past
due from the due date until paid.
F. Unauthorized Manufacture, Sales, or Distribution: that, if Licensee
manufactures, sells, or distributes any products in violation of this
Agreement’s terms — including, but not limited to, by selling products
not authorized or approved by Licensor, outside the Territory, or in
quantities in excess of those set forth in Exhibit B — Licensee shall pay
Licensor’s actual damages as a result of such breach or, at Licensor’s
election, the royalty amounts set forth on Exhibit B shall double for
each product sold that was not authorized or approved by Licensor,
sold outside the Territory, or in quantities in excess of those set forth in
Exhibit B. The double royalty is agreed upon a compensation for the
injury suffered by Licensor and not as a penalty. The parties agree that
this clause does not limit any other remedies that Licensor may pursue
for any breach of the Agreement.
Audits (SECTION 3)
That, at least once in any twelve (12) month period, Licensor may require
Licensee to furnish to Licensor a detailed audit statement prepared by an
independent certified public accountant listing, at a minimum, the stock (or
style) number, description, unit sales price, gross sales price, the quantity
returned, and Gross Selling Price of Licensed Products (on a SKU-bySKU
basis) distributed or sold by Licensee up to the date of Licensor’s demand
and/or for the audit period as prescribed by Licensor. If such statement
disclosed no deficit in the payment of royalties or a deficit less than five
percent (5%) of royalties paid during the audit period, the cost of
examination shall be borne by Licensor. If any deficit is equal to or greater
than five percent (5%) of royalties paid during the audit period, the cost of
such examination shall be borne by Licensee. If any deficit is identified,
Licensee must immediately tender such amount to Licensor with the late
charge as provided in Section 2(f) above. If such deficit for such audit
period is more than ten percent (10%) in book inventory versus physical
inventory, Licensee shall be required to pay a royalty at the appropriate rate
in respect to each of the missing Licensed Products.
Approvals, Samples, and Quality Control Standards (SECTION 4)
A. That, all Licensed Products and any related packaging and advertising
must receive Licensor’s prior written approval before promotion,
distribution or sale by Licensee within the time specified. Licensor’s
prior written approval or disapproval is within Licensor’s sole
discretion and any submission not properly approved is deemed
disapproved. Licensor’s prior written approval or its disapproval may
be exercised at all stages of development, manufacturing, distribution
or sale.
B. That, the Licensor shall provide Licensee with access to Licensor’s
style guide depicting the required uses of the Trademarks (the
“Artwork”) for the Licensed Products. All such Artwork shall be the
property of Licensor. Licensee shall submit to Licensor and Licensor
shall have approval over all Licensed Products, including all artwork,
 designs, packaging, labeling, tags, copy, literary text, advertising and
promotional materials of any sort utilizing Trademarks, including all
such materials developed by Licensee (the “Collateral Materials”) at all
stages of development and production.
C. That, at no cost to Licensor, Licensee shall furnish to Licensor,
proposed designs, preproduction samples, production samples and
revised production samples (if any) of the Licensed Products and all
Collateral Materials bearing the Trademarks for Licensor’s prior
written approval. Licensee shall furnish to Licensor a minimum of three
(3) samples of each finished Licensed Product from the first production
run, together with the Collateral Materials. No designs, samples,
Collateral Materials, and/or products submitted shall be returned to
Licensee and all such designs, samples, Collateral Materials and/or
product shall become the property of Licensor. Licensee shall furnish to
Licensor, without charge, ten (10) promotional samples, for
promotional purposes and not for resale by Licensor. Licensee shall not
produce any samples featuring the Trademarks until Licensor has given
Licensee written approval for such production.
D. That, the Licensee shall use its commercially reasonable efforts to
comply with and adhere to Licensor’s mandatory “Official Licensed
Product” identification tracking, identification and anti-counterfeiting
systems, tags and labels that Licensor may establish from time to time,
which may include the obligation, at Licensee’s sole expense, to use
product authentication hang tags or stickers which must at all times
comply with specific criteria determined by Licensor or to purchase
such hang tags or stickers from a third party designated by Licensor
from time to time, and to affix such hang tags or stickers on each
 Licensed Product before sale or distribution. Licensee shall at all times
conduct all aspects of its business in compliance with all shipment
tracking, identification and anticounterfeiting systems, tag and labeling
requirements that Licensor may establish from time to time. Licensee
shall use commercially reasonable efforts to ensure that all retailers and
authorized distributors purchasing the Licensed Products comply with
Licensor’s anti-counterfeiting systems, tags and labeling requirements
established from time to time.
E. That, the Licensee shall insure that the Licensed Products and the
Collateral Materials shall equal or exceed and comply with all industry
and governmental standards established in respect of safety and fitness
for use, including, but not limited to the Consumer Protection Act, 1987
the Environment Protection Act, 1986 and all appropriate sections of
the Indian Penal Code, 1860 as well as any and all applicable standards
of the European Community, if applicable in each such instance.
F. That, in the event that: (i) the quality, appearance or style of any
Licensed Product ceases to be acceptable to Licensor; (ii) Licensee uses
Licensor’s Trademarks or copyrighted materials improperly; or (iii) any
element of any Licensed Product or its Collateral Materials reflects
unfavorably on the professional, business or personal reputation of
Licensor, then, in any such event, Licensor shall have the right, in its
sole and absolute discretion, to revoke its approval of such Licensed
Product. In the event of such revocation, Licensor shall provide
immediate written notice to Licensee and Licensee shall cease the
manufacture, sale and distribution of such Licensed Product and such
Licensed Product shall immediately be withdrawn from the market and
destroyed. Within ten (10) calendar days after Licensee’s receipt of
 such notice, Licensee shall pay all royalty payments due Licensor with
respect to such Licensed Product for which approval has be revoked. If
there are other Licensed Products for which approval has not been
revoked, then this Agreement shall remain in full force and effect as to
such other Licensed Products. Licensee shall notify Licensor in writing
of any Licensed Products removed from manufacture, sale or
distribution at any time during the Term.
G. That, in the event Licensee utilizes photographs, artwork, or any other
copyrighted or trademarked materials(“Third Party Materials”) on or in
connection with the Licensed Products, then Licensee shall be solely
responsible for obtaining any and all consents, licenses and other
permissions which may be required for using such Third Party
Materials. Accordingly, Licensee acknowledges and agrees that
Licensee’s use of any Third Party Materials is subject to and
conditioned upon Licensee, at Licensee’s sole cost and expense,
obtaining any and all consents, licenses and permissions which may be
required for using Third Party Materials.
Use and Ownership of the Trademarks and other Proprietary Rights
(SECTION 5)
A. That, all use of the Trademarks and Collateral Materials by Licensee
shall be only upon Licensor’s prior written approval. All uses of the
Trademarks by Licensee, whether or not authorized by this Agreement,
shall inure only to the benefit of Licensor. Licensee hereby
acknowledges the validity of the Trademarks and all copyright or
trademark rights pertaining thereto and Licensor’s exclusive rights
therein. Licensee shall not contest such validity or perform any act or
omission adverse to the Trademarks or to said exclusive rights by
 Licensor. Licensee agrees to assign and does hereby assign to Licensor
any and all right, title and interest which it may obtain in the
Trademarks through any unauthorized use, including use on goods not
included in the Licensed Products.
B. That, the Licensee agrees not to file any application to register the
Trademarks or any mark confusingly similar thereto or otherwise make
any ownership claim in the Trademarks. Licensee shall not contest or
oppose any application or registration filed or owned by Licensor for
the Trademarks. Licensee shall not use any or all of the Trademarks in
its business name, fictitious name, trade name, company or corporate
name, or internet domain name.
C. That, all Collateral Materials, including all associated goodwill and all
copyrights and other intellectual property rights therein shall be and
remain the sole property of Licensor. All Collateral Materials created or
produced by or for Licensee shall be deemed and constitute “works
made for hire” within the meaning of Copyright Act, 1957 and all such
Collateral Materials shall be deemed owned by Licensor upon creation
without any further action by either party hereto. Nevertheless, if any
such Collateral Materials do not qualify as “works made for hire” under
Copyright Act, 1957, Licensee hereby assigns and agrees to assign to
Licensor all rights in all Collateral Materials, including copyrights, free
of any claim, interest or right, from any third party who shall have
created or produced any Collateral Materials under contract with
Licensee. Licensee shall promptly provide a written confirmatory
assignment of such rights upon request by Licensor. Prior to the
commencement of any work, Licensee shall obtain written assignments
to Licensor of all copyrights and other proprietary rights from all
 companies and persons that create or produce any Collateral Materials
for Licensee involving the Trademarks or Licensed Products, with the
exception of employees of Licensee if such creation or design is within
the scope of such employee’s employment. Licensee shall not permit
any of its employees or third parties to obtain or reserve, by written or
oral agreement or otherwise, any rights as “authors” or “inventors” of
any Collateral Materials (as such terms are used in present or future
Indian copyright statutes or judicial decisions). All costs and expenses
for the creation and production of Collateral Materials under this
Section shall be paid by Licensee, and Licensor shall not be liable to
Licensee or any third party for any costs or expenses incurred in the
creation or production of such Collateral Materials.
D. That, all Licensed Products shall bear the trademark or copyright notice
provided to Licensee by Licensor, and any other notices which Licensor
may from time to time require. Licensee shall promptly sign all papers
and documents proper and reasonably necessary to fully vest in
Licensor all of Licensee’s worldwide rights, title and interest in and to
the Trademarks, copyrights and other proprietary rights, and shall
cooperate as reasonably necessary in the prosecution and maintenance
of any registration of the Trademarks.
Indemnification (Section 6)
That, the Licensee agrees that it shall indemnify and hold harmless,
Licensor, its parent and their respective subsidiaries and affiliates, directors,
officers, agents, and employees from and against any and all liabilities,
claims, suits, actions, damages, losses, costs and expenses, including
reasonable outside attorneys’ fees and costs, arising, directly or indirectly,
from the manufacture, packaging, promotion, sale, distribution and use of
the Licensed Products by or for Licensee, and/or by Licensee’s use of the
Trademarks, including, but not limited to: (i) any material defect in the
Licensed Product (whether obvious or hidden and whether or not present in
the sample approved by Licensor) whether or not licensed by this
Agreement; (ii) personal injury to any third party by the use of the Licensed
Products; (iii) infringement of any rights of any person or entity by the
manufacture, packaging, promotion, sale, distribution, possession or use of
the Licensed Products (except for any claims that the Trademarks infringe
any copyright, trademark or patent); (iv) Licensee’s failure to comply with
applicable laws, regulations or standards; and (v) any claims that may be
brought by any entity in possession of Licensed Products. Licensor shall
have the right to defend any such action or proceeding with counsel of its
choice at Licensee’s cost and expense.
Insurance (Section 7)
That, the Licensee shall obtain and keep in full force and effect, at its sole
cost and expense, a policy of insurance insuring against those risks
customarily insured under comprehensive general liability policies,
including, but not limited to, coverage for product liability. Such policies of
insurance shall have endorsements or coverage with combined single limits
of not less than two million dollars ($2,000,000.00) and shall name
Licensor as a named additional insured there under. Upon execution of this
Agreement, Licensee shall provide Licensor with a certificate of insurance
issued by the insurance carrier evidencing the same. It is also agreed that
the insurance under such policy shall be primary, and that other insurance in
force is neither primary nor contributing. In the event of cancellation of an
existing policy, Licensee must replace any cancelled policy or insurance
with a new policy which meets the requirements hereof, prior to the
effective date of cancellation of the policy being cancelled. In no event shall
Licensee manufacture, distribute, or sell any Licensed Product prior to
Licensor’s receipt of such certificate or other written evidence or insurance
satisfactory to Licensor.
Term, Termination and Remedies (Section 8)
A. Term: that, the term of this Agreement shall for be for thirteen (23)
months, and shall commence as of July 1, 2020 and shall expire on June
30, 2022 unless terminated earlier in accordance with this Agreement;
provided, however, that Licensor may terminate this Agreement
effective July 1, 2020 in the event that it has not received prebook
orders which provide an aggregate Gross Sales Price of at least
$75,000.00 on or before June 31, 2020.
B. Termination: That, in addition to Licensor’s immediate right to
terminate this Agreement as provided herein, either party may
terminate this Agreement if the other party materially defaults in the
performance of any term or condition of this Agreement and such
material default continues unremedied for a period of ten (10) days
after the delivery of written notice thereof. Licensor shall not be liable
for any indirect, punitive, special, incidental or consequential damages,
including lost profits, caused by any breach of this Agreement by
Licensor. In addition, in the event that either party makes an assignment
for the benefit of creditors, or files a petition in bankruptcy (whether
voluntary or involuntary) or for reorganization, or becomes insolvent or
unable to pay its debts at they become due, then the other party may
terminate this Agreement immediately upon giving notice to the other.
C. Effect of Termination: That, in the event of termination of this
Agreement for any reason, Licensee shall: (i) immediately cease the
 manufacture, sale, distribution and promotion of the Licensed Products
and use of the Trademarks; and (ii) within ten (10) calendar days, pay
to Licensor all amounts due and owing under this Agreement through
the termination of this Agreement.
D. Continue to Sell: That, if Licensee is not in material breach of this
Agreement, Licensee may continue to sell its inventory of Licensed
Products already manufactured or in the process of manufacture as of
the termination date, for one hundred and eighty (180) calendar days, or
in the alternative, Licensor shall have the right to purchase Licensee’s
inventory ofthe Licensed Products at Licensee’s manufacture cost. Any
post-termination sales by Licensee shall be subject to the terms of this
Agreement.
E. Remedies: That, the Licensee acknowledges that its breach of any
provision of this Agreement, including, but not limited to its failure
(except as otherwise provided herein) to cease to manufacture, sell or
distribute the Licensed Products at the termination of this Agreement,
shall result in immediate and irreparable harm to Licensor and to the
rights of any subsequent licensee. Therefore, in the event of such
breach, Licensor shall be entitled to equitable relief by way of
temporary restraining order, and preliminary and permanent injunctions
without bond or security of any kind and such other further relief (at
law or in equity) as any court with jurisdiction may deem just and
proper. Any such requirement of bond or undertaking is hereby waived
by Licensee, and Licensee acknowledges that in the absence of such a
waiver, a bond or undertaking may be required by a court or law.
Representations and Warranties of Licensee (Section 9)
That, the Licensee hereby represents, warrants and covenants to Licensor
the following: (a) it has the full right and legal authority to enter into and
fully perform this Agreement in accordance with its terms; (b) this
Agreement, when executed and delivered by Licensee, shall be its legal,
valid and binding obligation enforceable against Licensee in accordance
with its terms, except to the extent that enforcement may be limited by
bankruptcy, insolvency, or other similar laws affecting creditor rights
generally; and (c) in addition to being true as of the date first written above,
each of the foregoing representations, warranties, and covenants shall be
true at all times during the Term hereof. Each of such representations,
warranties, and covenants shall be deemed to be material and to have been
relied upon by Licensor notwithstanding any investigation made by
Licensor.
Representations and Warranties of Licensor (Section 10)
That, the Licensor hereby represents, warrants and covenants to Licensee
the following: (a) it has the full right and legal authority to enter into and
fully perform this Agreement in accordance with its terms; and (b) this
Agreement, when executed and delivered by Licensee, shall be its legal,
valid and binding obligation enforceable against Licensee in accordance
with its terms, except to the extent that enforcement may be limited by
bankruptcy, insolvency, or other similar laws affecting creditor rights.
Confidentiality (Section 11)
That, the terms of this Agreement are confidential and shall not be disclosed
by either party to any other person or entity without the prior written
consent of the other, except that each party may disclose the terms of this
Agreement to their respective attorneys, accountants, agents and employees
as necessary or if required by court order or other rule of law. During or
subsequent to the term of this Agreement, each party, its respective agents
and employees shall not make any unauthorized use or disclosure of any
knowledge or information of a confidential or proprietary nature concerning
the Licensed Products, or other private or confidential matters of the other,
and shall refrain from any acts or omissions that would reduce the value of
such confidential matters of the other or that would deprive or tend to
deprive the other party of trade secrets or other intellectual property
protection with respect to such confidential matters. This Section 17 shall
remain in full force and effect upon the expiration or early termination of
this Agreement. Notwithstanding the above, the contents of this Agreement
may be disclosed to accountants for tax purposes on a confidential basis.
General Provisions (Section 12)
A. Governing Law; Jurisdiction:That, this Agreement shall be interpreted
and construed in accordance with the laws of the India and State of
Tamil Nadu, without regard to its conflict of laws principles. In the
event Licensee initiates any legal proceedings concerning any
controversy or claim arising out of or relating to this Agreement
(including but not limited to contract, tort, or both), such proceedings
shall be instituted and maintained only in the City Civil District Court
of Tiruchirappalli or Madras High Court located withinTamil Nadu. In
the event Licensor initiates any legal proceedings concerning any
controversy or claim arising out of or relating to this Agreement, such
proceedings may be instituted and maintained in the City Civil Courtof
Tiruchipappalli or the High Court of Madras located within theTamil
Nadu, or in any other appropriate legal forum where Licensee has its
principal place of business or within the Territory.
B. Equitable Relief: That, the parties acknowledge that any breach or
violation of the terms of this Agreement with respect to their respective
obligations regarding the Trademarks shall result in immediate and
irreparable damage to the non-breaching party and that there would be
no adequate remedy at law for either party’s failure to comply with the
terms of this Agreement. Each party acknowledges that the other is
entitled to equitable relief, including a preliminary and/or permanent
injunction, without bond or security of any kind, and such other relief
(at law or in equity) as a court with jurisdiction may deem proper, to
prohibit any further or continuing breach or failure to comply with the
terms of this Agreement. Any such requirement of bond or undertaking
is hereby waived by the parties, and each acknowledges that in the
absence of such a waiver, a bond or undertaking may be required by a
court or law.
C. Notices:That, any notices, requests, demands, and other
communications required or permitted under this Agreement shall be in
writing and shall be (i) hand delivered by messenger or courier service,
(ii) delivered by overnight delivery (including Federal Express), (iii)
delivered by United States mail (postage prepaid), registered or
certified, return receipt requested, or (iv) delivered by electronic
delivery to an email address designated by each party, addressed as
follows:
If to Licensor: CHAIRMAN, CREAM AND BARBEQUE, 11, TABS
complex, Cantontment, Tiruchirapalli - 620001
If to Licensee: Ranjan Das, Managing Director, 17, Thillai Nagar 1st cross
east, Tiruchirapalli - 6200018
Each notice shall be deemed delivered (1) on the date delivered if by
personal delivery; (2) on the date of delivery by the overnight delivery
service if by overnight delivery; (3) seventytwo (72) hours after deposit in
the United States mail (postage prepaid) if by registered or certified mail; or
(4) in the case of email, the next business day after the email is successfully
sent.
Entire Agreement: That, this Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings relative thereto. The
provisions of this Agreement shall be modified only by an agreement in
writing signed by both parties hereto. The failure of any party to enforce
any of the provisions of this Agreement shall not be construed to be a
waiver of the right of such party thereafter to enforce such provisions. In
the event any provision of this Agreement is invalid or unenforceable or is
prohibited by law, the remaining provisions of this Agreement shall remain
in full force and effect.
Assignment. This Agreement is not assignable by Licensee without
Licensor’s prior written consent. This Agreement is freely assignable by
Licensor so long as such assignee assumes all of Licensor’s obligations
hereunder in writing. This Agreement shall be binding upon Licensee, its
affiliates, agents, permitted successors and assigns.
Counterparts: That, this Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, being authorized to sign on
behalf of the entity for which they are signing and with full authority to
bind such entity by that signature, have caused this Agreement to be
executed in duplicate as of the date first set forth above. Each copy hereof
for all purposes shall be deemed an original.

LICENSOR: BY: CREAM AND BARBEQUE

Mohamed Raja, CHAIRMAN
________________________

LICENSEE: BY: KMS HAKKIM BIRIYANI

RANJAN DAS, MANAGING
DIRECTOR
_______________________
 EXHIBIT “A”
TRADEMARK
Licensor grants the right for Licensee to use the pre-approved 2020formulae
for manufacturing of North Indian and South Indian dishes and varities of
Chicken with DEFT’s integrated logo as shown in the Style Guide provided
to Licensee by Licensor. If licensee chooses to create any new products, it
must follow the approval process outlined herein. The “Trademarks” shall
include the following logos:
 EXHIBIT “B”

LICENSED PRODUCTS, QUANTITIES, ROYALTY RATES

& TERRITORY
1. PRODUCT, STYLE NO., QUANTITY AND ROYALTY RATE:
MAXIMUM ROYA
LICENSED
STYLE NO. QUNATITY PER LTY
PRODUCT
CALENDER YEAR RATE

PERI PERI MULTIPLE UNLIMITED 10%

SHAWARMA
SWEET SMOKED
WINGS AND LEGS MULTIPLE UNLIMITED 10%
CHICKEN

2. TERRITORY: Worldwide

3. UP-FRONT FEE: Licensee shall purchase two varities of the

Licensed Products (PERI PERI SHAWARMA, SWEET SMOKED
WINGS AND LEGS CHICKEN) under the name Cream and Barbeque
at a price of $75000.00, payable on or before June 30, 2021, whereby
such purchase shall not be subject to any Royalties provided herein.
4. MINIMUM ROYALTY: $6,250.00 per quarter due on or before June
30, September 30,
December 31, 2020 and March 31, 2021
5. INTERNET SALES:
A. Licensee will have access to use Licensor’s existing website and e-
commerce solution integrated on www.deftfamily.com on a as is basis.
Licensee will solely responsible for all maintenance, hosting or
programming charges (if any) in order to continue to sell Deft merchandise.
Only Cream and Barbeque merchandise can be sold or marketed on this
website.
Licensee is responsible for ensuring that all Internet sales comply with the
following:
B. Licensee and/or such Internet based retailer shall not, at any time,
register a domain name incorporating in whole or in part the Trademarks,
Collateral Materials, or Licensor’s name, and
6. ADVERTISING POLICY/SELLING PRICE
Licensor does not in any way restrict or limit the price at which Licensee
sells any of the Licensed Products branded with Licensor’s Trademarks,
however, Licensor has adopted and will enforce the following advertising
policies to preserve the goodwill and market reputation of Licensee and its
Trademarks: (a) It is Licensor’s policy that Licensee may not use any of the
Trademarks, or any of Licensor’s materials that are subject to copyright
protection
(“Copyrighted Materials”), in connection with any advertising, publication,
catalog, web page, or other printed, audio, video, or electronic material
unless Licensee complies with the following requirement: No Trademark or
Copyrighted Materials may be used in any advertisement, catalog or
publication, whether printed, audio, video or electronic, if the product price
is also used in that advertisement, catalog or publication unless the price
used is the prevailing regular selling price.