FRANCHISE AGREEMENT

THIS AGREEMENT (the “Agreement”) is entered into at SURAT on _____________________

BY AND BETWEEN
............................................., a Proprietorship firm incorporated under the laws of India, having
its registered office at ………………………………………………………………………….
(hereinafter called the "Franchisor") which expression shall unless excluded by or repugnant to
the context mean and include its heirs, administrators, successors in interest, assignees etc.,
of the FIRST PART;
AND
............................................. authorised director of ............................................. , a Proprietorship
firm incorporated under the laws of India, having its registered office at
…………………………………………………….. (hereinafter called the "Franchisee") and
which term shall unless excluded by or repugnant to the context mean and include its heirs,
successors, administrators etc.
of the SECOND PART.
In this Franchise Agreement, the meanings set forth for defined terms in this Agreement
and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine
or neutral forms as the context may require.
The “Franchisor” and the "Franchisee" are also referred to individually as "Party" and
collectively as "Parties".
RECITALS
A. WHEREAS, the Franchisor is in the business of running food and beverages business
which includes manufacturing, distributing, selling Salad under the Brand name
“.............................................” (hereinafter referred to as the "Brand").

B. WHEREAS, the Franchisor is looking out for expansion of its business through
franchising mode vide a franchisee owned franchisee operated (FOFO) model by opening
franchise Outlets under its Brand name “.............................................” in the territory of
India.

C. WHEREAS, the Franchisee desires to associate itself with the Brand by becoming a
franchisee of the Franchisor and thus wants to procure the franchising rights on the same
under the FOFO model in India.
 D. WHEREAS, on the following terms and conditions and relying on the representations
made by the Franchisee the Franchisor has agreed in principal for giving the franchise to
the Franchisee.

E. AND WHEREAS, notwithstanding the terms and conditions contained herein, the
relation between the Franchisor and the Franchisee will be that of independent entities
and not as principal and agent. Hence for any acts of omission or commission done by
Franchisee, the Franchisor will not be responsible in any manner whatsoever.

NOW THEREFORE, the parties hereto intending to be legally bound in consideration of

mutual Agreements and covenants contained herein do hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS

In this Agreement, unless the context otherwise requires, the following words shall have
the meaning ascribed thereto when used in capitalized form elsewhere in this Agreement:

a. "Agreement" means this Franchise Agreement executed between Parties.

b. "Applicable Law" means all local laws applicable to the Franchisee business or
Franchised Outlet, including Acts, statutes, by-laws, rules, regulations, orders and
ordinances together with all codes, guidelines, policies, notices, direction, directives
and standards of any governmental authority which are legally mandatory in nature
affecting obligations of either of the Parties.
c. "Approvals" means any approval, consent, permit, license, authorization, certificate,
exemption, filing, registration, ordinance, guidelines, policies, notices, direction,
directives and standards of any Governmental Authority which are legally mandatory
in nature and/or other requirements, which are required under Applicable Law.
d. "Confidential Information" means any documents, data, or information related to
the Franchisor's business that is not generally known to the public including, but not
limited to, all tangible, intangible, visual, electronic, present, or future information
such as (a) financial information; (b) technical information, including but not limited
to research. development, procedures, data, designs, and Technical know-how; (c)
business information, including but not limited to products, operations, planning,
marketing interests, and products disclosed by Franchisor to the Franchisee: (d)
Personal information of any customers (e) all information or data which Franchisee
has access in connection with performance of the present agreement, whether before
or after execution of the present agreement (f) all confidential or proprietary concepts,
documentation, reports, lists, files, data, specifications, Software, source code, object
code, flow charts, databases, data files, inventions, information, know-how and trade
secrets, whether or not patentable or copyrightable.
e. "Intellectual Property Rights" means all intellectual property rights owned at
present or in the future to be owned by Franchisor including but not limited to name,
 marks, characters, artwork, designs, trade names, trademarks, or service marks,
training material, marketing material that is in tangible or other electronic form or
medium, copyright, technical know- how, all system and process specific
information, domestic or foreign letter patent, patent, patent application, patent
license, inventions, invention disclosures, software or software usage rights, formulae
& processes, proprietary data & data bases & all other similar items of intellectual
property, whether registered or not, including any rights created by use thereof used
or permitted to be used by Franchisor.
f. "Products" means manufacturing, distributing, selling Salad Products (as prescribed
under menu of the Franchisor) and operating the Outlet under Brand
name ..............................................
g. "Outlet" means and includes Outlet situated Besides
………………………………………………… for selling food items as per the terms
and conditions of the present Agreement.

INTERPRETATION

i. Headings are for convenience only and do not affect interpretation or

construction of this Agreement;
ii. Except where the context otherwise requires, references to one gender include
all genders and the singular includes the plural and vice versa;
iii. Except where the context otherwise requires, references to any enactment
shall include references to such enactment as re-enacted, amended or extended
and any sub-ordinate legislation made under it;
iv. References to persons include companies, corporations, partnerships,
associations, and other organizations whether or not having a separate legal
personality;
v. Except where otherwise indicated, reference to Article, sub-section, recitals
and Annexure are to Article, Sub-section, recitals and Annexure of this
Agreement;
vi. Where under the terms of this Agreement either Party accepts an obligation to
use "reasonable endeavours" in and towards the fulfilment of any objective or
occurrence the full extent of that Party's obligation shall be to take all such
steps which a prudent, determined and reasonable person, acting in his own
interests and intent on the fulfilment of such obligation would take;
vii. The rule of construction, if any, that a agreement should be interpreted against
the Party responsible for the drafting and preparation thereof, shall not apply.

ARTICLE II
APPOINTMENT AND GRANT OF LICENCE

1. ............................................. grants the franchisee the exclusive right to produce and

sell ............................................. products in the specified location in Ahmedabad as
 part of a cloud kitchen operation. The franchise agreement specifies the territory in
which the franchisee will operate. It indicates Franchisor .............................................
owns the trademark and ............................................. Franchisee has the right to use it
in specified area mention here.
Location:
…………………………………………………………………………………………
….
2. The franchisee agrees to offer and promote the specified .............................................
products as outlined in the product menu provided by ..............................................
These are only applied in Salad or Salad menu offering
by ..............................................

3. The franchisee may be granted exclusive rights to sell .............................................'s

specified products mentioned in the product menu, in the agreed-upon location,
subject to the terms of the agreement.
4. The licenses granted under this article shall be valid and operative only during the
Term of this Agreement and shall automatically be revoked/ cancelled upon expiry of
the Term or earlier termination of this Agreement.
ARTICLE III
PROPRIETARY MARKS

1. A franchise agreement gives the franchisee the right to use trademarks, the
franchisor's name, slogans, logo, service marks, signage and designs for certain time
periods i.e. 1 year as mentioned in the validity of franchisee sections. On Expiry of
said the term, the franchisee agrees to pay contract renewal fee to continue using such
intellectual property.
2. The franchisee agrees not to use .............................................'s trademarks, logos, or
intellectual property for any purpose other than the sale of the specified products.
3. The Franchisee agrees also to promptly notify the Franchisor of any litigation
instituted by any person, firm, corporation or governmental agency against the
Franchisor’s brand or any of its intellectual property.
4. In the event the Franchisor pursuant to the terms of the Agreement, undertakes the
defence or prosecution of any litigation, the Franchisee agrees to execute any and all
documents and do such acts and things as may, in the opinion of counsel for the
Franchisor, be necessary to carry out such defence or prosecution, either in the name
of the Franchisor or in the name of the Franchisee, as the Franchisor shall elect.
5. In order to preserve the validity and integrity of the Intellectual Property Rights
licensed herein, and to assure that the Franchisee is properly employing the same in
the operation of its franchise, the Franchisor or its agents shall at all reasonable times
have the right to entry and inspect the Outlet.
ARTICLE IV
LICENSES/PERMISSIONS
1. All legal formalities such as obtaining the trade license, all or any permission under
any statutory or by law or rules of government or local bodies etc. compliance with
the local municipal laws, obtaining the insurance etc. shall be complied with and
carried out by the Franchisee at its own cost and responsibility before starting the
franchise business and the Franchisor shall be fully absolved of any non-compliance
of the same.
2. The Franchisee confirms to provide the Franchisor with a copy of all such licenses,
compliances etc., acquired for the purpose of the franchise business. The Franchisee
acknowledges providing the Franchisor with the copy of FSSAI license.

ARTICLE V
TRAINING AND ASSISTANCE

1. The Franchisor provides training assistance for proper and smooth run operations of
franchisee by organising free training session. This training is compulsory to attend
by franchisee owners and employees. In this section franchisee agrees that they will
attend this training and complete compulsory before opening or starting of the
franchisee.
2. An initial extensive training program for 02 days shall be provided by the Franchisor
to the Franchisee and its designated staff. 1 st day (Day One) training shall be
conducted to educate about kitchen duties and operations and 2 nd day (Day Two) shall
be focus on overall management and functioning of Franchise’s business
3. The Franchisee shall ensure that the employee and staff recruited for the Outlet are
well equipped with the basic knowledge of the operation of the franchise business.
4. Sourcing of the manpower shall be entire responsibility of the Franchisee and the
Franchisee shall recruit a minimum number of staffs i.e. 1 Chef, 1 helper and 1
delivery boy.

ARTICLE VI
CONSIDERATIONS AND OTHER REMUNERATIONS

1. Franchise Fee: The franchisee agrees to pay an initial product franchise fee Rs.
75,000/- upon signing this agreement, as outlined in the Fee Schedule attached hereto.
These fees include the original franchise fee only. No any other expenses covered
under these franchise fee. The franchisee may be responsible for travel expenditures,
future training, and cost of set up.
2. Royalties and Fees: A franchise contract spells out a franchisor's royalty structure.
The franchisee agrees to pay 0 INR royalties for the use
of .............................................'s product recipes and brand in the specified location
mentioned in contract. The Franchisor imposes terms on a franchisee, such as paying
a 0 INR of the benefit to use his brand's name.
3. Money back clause: If this franchise “.............................................” is not profitable
for the franchisee after 24 months of its operation then the franchisor agrees to refund
 the franchise fee of Rs. 75,000/- back to this franchisee. However, The franchisor will
only pay back the abovementioned franchise fee (Rs. 75000/-) on the ground of non-
profitability on fulfilment of the following conditions:-
a. If the marketing for the said franchise outlet is done by the franchisor.
b. If the franchisee has followed/ obeyed all the rules, regulations and
operational framework of the franchise without the scope of any negligence
on the part of the franchisee for the said 24 months.

ARTICLE VII
ADVERTISING AND MARKETING

1. The franchisee agrees to use .............................................'s branding and marketing

materials like logo, banners, flyers and etc. as provided
by ............................................., and may contribute to marketing efforts as specified
in the agreement.
2. If Franchisor engages in marketing on behalf of the franchisee then the franchisee is
liable Rs. 10,000/- per month to the franchisor (along with any additional cost
incurred).
ARTICLE VIII
FRANCHISEE'S OBLIGATIONS

The Franchisee's obligations during the tenure of this Agreement:

1. To commence the franchise business from the Effective date.
2. The franchisee agrees to comply with all local, state, and federal laws and regulations
related to the production and sale of the specified products. The franchisee agrees to
provide a copy of FSSAI license.
3. The franchisee agrees to maintain the quality and standards set
by ............................................. for the production and presentation of the specified
products. The franchisee agrees to maintain the quality and standards set
by ............................................. for the production and presentation of the specified
products. Also, the franchisee agrees that they will using good quality of ingredients
use in making certain products. For bad quality of prepared product
Franchisor, ............................................. is not responsible.
4. The franchisee agrees to source best quality of ingredients and raw materials for
producing salad and use only approved ingredients and dressing sauces supplies
from ............................................. for the production of the specified products.
5. The Franchisee shall maintain minimum weekly stock of the products for the Outlet
amounting to INR 50,000/- (INR Fifty Thousand Only).
6. The Franchisee shall pack the Products in such manner before delivery to the
customer as may be directed by the Franchisor in that behalf and that the Franchisor
shall supply all the packing materials required in that behalf.
7. The Franchisee shall maintain the finance book and account.
8. The Franchisee shall ensure that all staff members attend the initial training provided
by the Franchisor before the commencement of the franchise business.
9. The Franchisee shall not offer Products at a price more than that fixed by the
Franchisor. The Franchisee shall only quote the prices decided by the Franchisor for
the running of franchise business.
10. The Franchisee agrees to maintain all insurance as is necessary to maintain general
liability insurance against claims for bodily and personal injury, death and property
damage caused by or occurring in connection with the conduct of the Franchisee's
duties hereunder. The Franchisee will provide thirty (30) days' prior written notice to
the Franchisor of any material modification, cancellation, or expiration of such policy
and will furnish to the Franchisor annually a copy of the certificates of insurance or
other evidence requested by the Franchisor that such insurance coverage is in force.
11. All the statutory provisions regarding statutory employment laws etc. must be
followed complied by the Franchisee which shall mean to include but not limited to
Child Labour (Prohibition and Regulation) Act, 1986, Contract Labour (Regulation &
Abolition) Act, 1970, Employees Compensation Act, 1923, Employers Liability Act,
1938, Employee State Insurance Act, 1948, Employees Provident Fund And Misc.
Provisions Act, 1952, Payment of Gratuity Act, 1972, Shops and Establishment Act
of respective State of India where the Outlet is located etc.. In case any employee of
the Franchisee meets with any unfortunate circumstance like accident during his/her
course of employment, the liability will only lie with the Franchisee and the
Franchisor will always be free from any liability of any kind whatsoever.
12. That the Franchisee agrees to permit the duly authorized representatives of the
Franchisor to enter upon the premises from which the franchised business is being
conducted and to examine and inspect the same including the equipment installed in
the Premises for the purpose of determining whether or not the terms and conditions
herein contained are being fully complied with by the Franchisee.
13. The Franchisee to maintain a detail record of all the staff/ employees recruited in the
Outlet for operation of the franchise business. On request of the Franchisor, the
Franchisee agrees to enter into services contracts or engagements with the appointed
employee or staff for the recording their services in the Outlet. The Franchisee hereby
confirms to provide the Franchisor a copy such contract entered between the
Franchisee and their designated staff, during the Term of this Agreement.
14. The above obligations shall be fulfilled by the franchisee at the time of making and
selling of all ............................................. products.

ARTICLE IX
FRANCHISOR'S OBLIGATIONS

The Franchisor's obligations during the tenure of this Agreement include the initial as
well as the on-going obligations:
1. To permit the Franchisee to carry on the franchise business for operating Outlet under
the brand name and style of “.............................................” in accordance with the
terms of this Agreement.
2. The Franchisor shall provide comprehensive training to the Franchisee on service
operations, accounting, inventory control and standard check-up procedure etc.
3. The Franchisor shall assist the Franchisee in ordering of all the products and
equipment and other inventory for the Outlet.
4. To provide Franchisee with the price list of the various food items served in/sold from
the Outlet. The said price of the food items shall be updated/ revised by the
Franchisor from time to time.
5. The Franchisor shall provide the Franchisee with the brochures, pamphlets and flex
banners for the advertisement purposes. The cost for the same shall be borne by the
Franchisee.
6. The Franchisor may also provide regular advice on inventory control and other
administrative issues as the Franchisor may deem fit.
7. To provide structured marketing ideas according to the location as well as assist on
ongoing research and development, customer services and related market
development initiatives.
8. The Franchisor shall visit the Outlet frequently for stock audits and quality check.
The Franchisor can force to increase the quality of Products through customer
feedback, regular interaction, surprise audits of the Outlet.

ARTICLE X
TERM, TERMINATION AND RENEWAL

1. Validity Period of Franchise: The validity term specifies that the franchise
agreement will last 1 year. The Franchisee learns that he can utilise the Franchisor's
brand name for 1 year. On Expiry of this term of 12 months, the franchisee agrees to
pay contract renewal fee to continue using the Franchisor's brand name.
2. Renewal and Termination: The franchisee agrees that the
franchisor ............................................. has all rights of renewal or termination of this
contract at any time, if any breach of both operational and quality terms and
conditions of this contract. The franchisee agrees not to
use .............................................'s trademarks, logos, or intellectual property for any
purpose other than the sale of the specified products.
3. Effective Date and Term: The effective date of this Agreement is of
______________ and the tenure of this Agreement shall be for a period of 1 (one)
year ("Term") from the Effective Date.
4. This Agreement shall terminate:
a. On the expiry of the Term;
b. On the occurrence of any of the following events which shall be treated as
fundamental breach of this Agreement terminating it forthwith:
 I. In the event of a breach by the Franchisee of any provisions of this Agreement and
subsequent failure to remedy the breach within fifteen (15) days of having been
notified by the Franchisor;
II. Failure to make any payments under this Agreement;
III. Any assignment or disposal of the franchise business or the Location by the
Franchisee;
IV. If the Franchisee fails to operate the franchised business to achieve the standard of
competence required by the Franchisor within the period of 10 months from the date
of execution of this Agreement or fails to maintain such competence during the term
of this Agreement if the Franchisee engages in any conduct prejudicial to the
franchised business.
V. If the Franchisee engages in any conduct prejudicial to the franchise business;
c. If the Franchisee goes into either compulsory or voluntary liquidation (except for the
purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of
the whole or any part of its assets or if the Franchisee makes assignment for the
benefit of its creditors generally or threatens to do any of these things or any
judgment is made against the Franchisee or any similar occurrence in any jurisdiction
that affects the Franchisee in any manner mentioned above.
d. If Franchisee becomes bankrupt, insolvent, ceases transaction of business, commits
any act of bankruptcy, re-organization, composition, or arrangement, or dissolves its
business, this Agreement may be immediately terminated by the Franchisor.
e. If the Franchisee sublets/ assigns/ transfers the rights under this Agreement in favour
of any third person without taking written consent from the franchisor; The
Franchisee shall in case of transferring upon a third party the rights under this
Agreement, be liable not only for termination but also liable to pay compensation of
Rs.5,00,000/- (Rupees Five Lacs Only) towards the damages sustained by the
Franchisor.
5. Right of Renewal: At the end of the initial term, this Agreement may be renewed for
a further period on such terms and conditions as may be mutually agreed between the
parties to this Agreement at the end of the Term of the Agreement.
 a. The Franchisee shall give a written notice of his intention to renew the Agreement at
least three (3) months prior to the expiry of the initial term of this Agreement. The
renewal shall only be effective provided that:-
I. The Franchisee has throughout the initial term properly observed and performed all
its obligations under this Agreement and is not at the expiry date in default under any
such obligations and hereby warrants the same to be done at renewal date;
II. The Franchisee shall satisfy all the monetary obligations owed by it to the Franchisor;
Prior to the expiry date
ARTICLE XI
EFFECT OF TERMINATION

Upon termination of this Agreement for any of the reasons mentioned above the
Franchisee shall:
1. Immediately cease to operate and conduct the franchise business and selling Products
at the Outlet's; however it shall not be relieved of the obligation to pay any monetary
dues to the Franchisor as per the terms of this Agreement.
2. The Franchisee shall furnish complete financial and non-financial details in such
form and format as may be required by the Franchisor within seven (7) days of the
termination of this Agreement.
3. The Franchisee shall have the obligation to tender payment of all outstanding
Consideration due and payable in accordance hereunder.
4. The Franchisee shall execute such documents of severance and cessation as may be
desired by Franchisor.
5. The Franchisee shall at first offer for sale to the Franchisor the fittings and fixtures,
equipment, cosmetics, accessories, raw materials, machinery etc. owned and used by
the Franchisee in the franchise business. However, in case the Franchisor refuses to
buy back the same, then the Franchisee shall dispose the same to anybody else within
thirty (30) days of such refusal by the Franchisor.
6. Cease to exploit Brand name owned by the Franchisor or any company related to it
and licensed to the Franchisee in respect of the franchise business and desist from
using any mark confusingly or deceptively similar to the trade mark, service mark or
logo and style of the Franchisor in any manner.
7. Unless otherwise authorized in writing by the Franchisor, remove or permanently
cover all signs or advertisements identifiable in any way with the Franchisor and in
the event of failure promptly so to do, to permit the authorized agents of the
Franchisor to enter on the Premises for such purpose.
8. The Franchisor shall be entitled to immediately obtain an order of injunction in case
the Franchisee or their partners/ directors despite termination continues to directly or
indirectly uses or display the name, trademark, trade name, logo, goodwill or its past
association with the Franchisee in any way or manner. The Franchisee understands
that no amount of money can compensate the Franchisor in this regard and the usage
of the same shall cause irreparable loss and injury to the Franchisor.

ARTICLE XII
ACCOUNTING AND RECORDS

1. To enable the Franchisee and the Franchisor to best ascertain their expenses and
maintain an economical method of operation, the Franchisee agrees to keep and
preserve at its cost during the term of the Franchise granted hereunder, full, complete,
and accurate books of accounts in an accounting manner as prescribed
2. The Franchisee shall submit to the Franchisor such periodic reports, forms and
records, at its sole cost and in the manner and at the time as specified by the
Franchisor.
3. The Franchisor's representatives shall have the right at any time to inspect and verify
the Franchisee's books, records, and cash control devices.
4. The Franchisee shall preserve all such accounts and records for not less than three (3)
years notwithstanding the expiry or termination of this Agreement.

ARTICLE XIII
INSPECTION

1. The Franchisee shall permit personnel and agents of the Franchisor during normal
hours of business to inspect and observe the franchise business location and the
selling of Products at the respective Outlet's.
2. The Franchisor and its personnel and agents shall have the right to inspect the
Outlet's, the books of accounts, records, finance and accounting systems at the
Outlet's.
3. The Franchisor shall have the right to do surprise check as well as to conduct regular
inspection (every 2 months) of the premise and quality any time during the working
hours.
 4. In case the franchisee is found to be negligent in quality check then the franchisor
hold a right to terminate the contact as well as take any appropriate legal action
against the franchisee.
ARTICLE XIV
CONFIDENTIALITY

1. The franchisee agrees to keep all information and data confidential, both during and
after the term of the agreement information including recipes and product
formulations, how the franchisor or franchisee operates business, financial data, deeds
and etc.
2. The Franchisee agree to implement appropriate measures designed to ensure the
security and confidentiality of Confidential Information, to protect such information
against any anticipated threats or hazards to the security or integrity of such
information, and to protect against unauthorized access to, or use of, Confidential
Information that could result in substantial harm or inconvenience to the Franchisor or
any customer or any of its subsidiaries, affiliates;
3. On the expiry or termination of this Agreement, the Franchisee shall hand over or
cause to be handed over all such Confidential Information and all other related
materials in its possession to the Franchisor and/or destroy the same in consultation
with the Franchisor.
4. In the event of a breach or threatened breach by Franchisee of this clause, monetary
damages may not be an adequate remedy; therefore, the Franchisor shall be entitled to
injunctive relief to restrain the Franchisee from any such breach, threatened or actual.
ARTICLE XV
OTHER CONDITIONS

1. Any legal proceeding initiate in case of any negligence or breach of contract on the
part of the franchisee shall be initiated in SURAT.
2. Any professional misconduct or misbehaviour towards any female employee shall be
considered as “Sexual Harassment” and would lead to initiation of legal proceeding as
well as termination of this contract.
3. The Franchisor holds a right set up another ............................................. franchise
outside the distance of 3 Km of the franchisee’s premises any time in future
4. Any notice, request or other communication required to be given under this Agreement
must be in writing and be served personally or mailed to the other party by registered
 post, addressed to the parties at their respective addresses that each party shall provide
to the other in writing.
5. This Agreement sets forth the entire Agreement and understanding between the parties
as to the subject-matter of this Agreement and amalgamates all prior discussions
between them and neither of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this Agreement other
than as expressly provided in this Agreement as duly set forth.

For the above name franchisor For the above name franchisee

............................................. .............................................

............................................ .............................................

Date:- Date:-

Witness:- Witness:-