TRADEMARK FRANCHISE AGREEMENT

This FRANCHISE AGREEMENT executed this, 1st day of JUNE, 2020

BETWEEN. CREAM AND BARBEQUE PVT. LTD., a company dealing
within the meaning and registered under Companies Act, 2013, having its
registered of office at Tabs Complex, Cantontment trichy - 620001, and
hereinafter called the “FRANCHISOR”(which term shall mean and
include all their legal heirs, executors, representatives, assigns etc.) of the
ONE PART

AND

Mr. Maran, S/o Mr. Vetri, 19, Renganagar, Trichy- 620021, hereinafter
called the “FRANCHISEE” (which term shall mean and include all his
legal heirs executors, representatives, assigns etc.) of the OTHER PART.
WHEREAS the franchisor is a company dealing with objectives of
conducting business of food chain having its outlets throughout the country.
These food chains are operated thorough franchise model. Over the years
after inception the franchisor after substantial expenditure of time, effort
and money has established a system of developing, opening, operaring and
promoting casual restaurant offering barbeque dishes and cuisine related
services under the name of CREAM AND BARBEQUE.

WHEREAS, the distinguishing features of the CREAM AND

BARBEQUE's System, include, but are not limited to, the name "CREAM
AND BARBEQUE" and all such other trade names, trademarks, service
marks, logos, emblems, insignia and signs developed for use with the
CREAM AND BARBEQUE's System from time to time (collectively, the
"Marks"); specially designed fixtures, equipment, facilities, containers, and
other items used in serving and dispensing food products; products,
methods, procedures, recipes, distinctive food products and the formula and
quality standards therefor; and instructional materials and training courses;
all of which may be changed, improved and further developed by
Franchisor from time to time; and

WHEREAS, Franchisor has acquired knowledge and experience in the

composition, distribution, advertising and sale of food products by
Restaurants using the CREAM AND BARBEQUEs System and with
respect to the style of the facilities and signs used by said Restaurants and
has successfully established a reputation, demand and goodwill for the
products sold by such
Restaurants; and
WHEREAS, CREAM AND BARBEQUE's Restaurants and the products
sold therein have a reputation for quality that has been acquired and is being
maintained by requiring all franchisees of the CREAM AND
BARBEQUE's System to maintain high standards of quality and service;
and

WHEREAS, Franchisee recognizes the value and benefits to be derived

from utilizing the CREAM AND BARBEQUE's System and being
associated with Franchisor, the Marks and other distinctive features of the
CREAM AND BARBEQUE's System, and now desires to obtain a
franchise from Franchisor to. use the CREAM AND BARBEQUE's System
and to operate a CREAM AND BARBEQUE's Restaurant at an approved
location, and Franchisor is willing to grant Franchisee the right to operate a
CREAM AND BARBEQUE's Restaurant, all subject to the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the covenants and
agreements hereinafter set forth, it is mutually understood, agreed and
covenanted as follows:

GRANT OF FRANCHISE

THAT during the term of this Agreement, Franchisor hereby grants

to Franchisee the nonexclusive right and license, and Franchisee undertakes
the obligation, to develop and operate a CREAM AND BARBEQUE's
Restaurant and to use solely in connection therewith, the Marks and the
CREAM AND BARBEQUE's System in accordance with the terms and
conditions of this Agreement only at the Franchised Site, as such term is
hereinafter defined. Franchisee agrees to use the Marks and CREAM AND
BARBEQUE's System, as they are changed, improved and further
developed by Franchisor from time to time. Unless otherwise agreed to by
Franchisor, Franchisee has four months from the Effective Date to complete
the initial training as required and to commence operation of the Restaurant.
Franchisee must obtain Franchisor's written approval prior to commencing
operation of the Restaurant.

TERM and RENEWAL

THAT unless terminated earlier in accordance with the terms and

conditions set forth herein, this Agreement and the franchise granted
hereunder shall have an initial term of 10 years commencing as of the
Effective Date (the "Initial Term").Upon the expiration of the Initial Term,
Franchisee shall have the right to renew the franchise granted hereunder for
an additional 10 year period provided that all of the following conditions
are met:
(i) Franchisee gives Franchisor written notice of its election to renew the
franchise not less than six months prior to the expiration of the Initial
Term;
(ii) Franchisee is not, when notice is given, and does not become prior to
the expiration of the
Initial Term, in default of any provision of this Agreement or any other
agreement between Franchisee and Franchisor or its subsidiaries or
affiliates or with any other creditor or supplier of the Restaurant or lessor or
sublessor of the Franchised Site, and Franchisee shall have fully and
faithfully performed all of its obligations under this Agreement and all such
other agreements throughout their terms;

(iii) Franchisee shall pay a renewal fee equal to the then-current

Franchise Fee (as such term is hereinafter defined) charged by
Franchisor;

(iv)Franchisee shall complete, at its own expense and to Franchisor's

satisfaction, all maintenance, refurnishing, renovation, modernizing and
remodeling of the Restaurant as Franchisor shall reasonably require so
as to reflect the current image and standards of CREAM AND
BARBEQUE's Restaurants.

LOCATION

THAT the rights granted to Franchisee hereunder shall be

nonexclusive and shall be restricted to the operation of a single CREAM
AND BARBEQUE's Restaurant to be located at the address and location at
5th cross west, Thillai Nagar, Trichy. During the term of this Agreement, the
Franchised Site shall be used exclusively to operate a Restaurant. The rights
granted to Franchisee are for the specific Franchised Site and cannot be
transferred to any other location, except with Franchisor's prior written
approval.

ROYALTY and FEES

THAT upon the execution of this Agreement, Franchisee shall pay

to Franchisor an initial franchise fee, an amount of Rs. 25 Lakhs.
Franchisee acknowledges and agrees that the Franchise Fee is paid as
consideration for Franchisor granting Franchisee the right to develop, open
and operate the Restaurant using the Marks and the CREAM AND
BARBEQUE's System, and that the Franchise Fee is fully earned by
Franchisor at the time this Agreement is executed, and the Franchise Fee
shall not be refundable for any reasons.

THAT in addition to all other amounts required to be paid

hereunder, during the term hereof, Franchisee agrees to pay to Franchisor
for the rights granted hereunder a royalty fee equal to 6% of the Gross Sales
(as such term is hereinafter defined) of the Restaurant (the "Royalty Fee").
Payment of the Royalty Fee shall be made on or before Tuesday of each
week for Gross Sales of the Restaurant for the preceding week.
MARKS

THAT Franchisee acknowledges and agrees that nothing herein

contained shall give Franchisee any right, title or interest in and to the
Marks, except the non-exclusive right to use the Marks in connection with
the operation of the Restaurant under the CREAM AND BARBEQUE's
System in accordance with the terms of this Agreement. Franchisee also
acknowledges and agrees that the Marks and all goodwill now or in the
future pertaining to the Marks are the sole and exclusive property of
Franchisor and that it shall not raise or cause to be raised any questions
concerning, or objections to, the validity or ownership of such Marks on
any grounds whatsoever. Franchisee will not seek to register, reregister or
assert claim to or ownership of, or otherwise appropriate to itself, any of the
Marks or any marks or names confusingly similar to the Marks, or the
goodwill symbolized by the Marks except insofar as such action inures to
the benefit of and has the prior written approval of Franchisor. Upon the
expiration, termination or cancellation of this Agreement, whether by lapse
of time, default or otherwise, Franchisee agrees immediately to discontinue
all use of the Marks and to remove all copies, replicas, reproductions or
simulations thereof from the Restaurant and to take all necessary steps to
assign, transfer or surrender to Franchisor or otherwise place in Franchisor
or its designee title to all such names or marks (other than the Marks) which
Franchisee may have used during the term of this Agreement or any
renewal or extension thereof in connection with the operation of the
Restaurant. Franchisee hereby acknowledges that Franchisor owns and
controls the CREAM AND BARBEQUE's System and alt of its
components.

THAT In order to protect the Marks, the CREAM AND

BARBEQUE's System, and the goodwill associated therewith, Franchisee
shall, unless Franchisor otherwise consents in writing:

(i) Only use the Marks designated by Franchisor, and only in the
manner authorized and permitted by Franchisor. Franchisee's right to use
the Marks is limited to such uses as are authorized under this Agreement,
and any unauthorized use thereof shall constitute an infringement of
Franchisor's rights.
(ii) Only use the Marks for the operation of the Restaurant and only at
the Franchised Site, or in advertising for the business conducted at or from
the Franchised Site. Franchisee may not use any of the Marks in any part of
any domain name or electronic address.

(iii) Operate and advertise the Restaurant only under the name "CREAM
AND BARBEQUE" or such other Marks as Franchisor may designate from
time to time without prefix or suffix, except to describe the location of the
Restaurant.
(iv) If Franchisee is a corporation, limited liability company, partnership
or other type of entity, not use any of the Marks, including, without
limitation, the name "CREAM AND BARBEQUE" in its corporate or other
legal name without the prior express written consent of Franchisor.

(v) Not permit the use of any trade names, trademarks or service marks
at the Restaurant or the Franchised Site other than the Marks.

(vi) If state or local laws or ordinances require that Franchisee file an

affidavit of doing business under an assumed name or otherwise file a
report or other certificate indicating that CREAM AND BARBEQUE or
any similar name is being used as a fictitious or assumed name, include in
such filing or application therefor an indication that the filing is made as a
franchisee of CREAM AND BARBEQUE Pvt. Ltd.

(vii) Have the symbol TM, SM or R enclosed in a circle or such other

symbols or words as Franchisor may designate to protect the Marks on all
surfaces where the Marks appear.

THAT Franchisee shall promptly inform Franchisor in writing of

any infringement or imitations of any Marks, the CREAM AND
BARBEQUE's System, or any act of unfair competition against Franchisor
or Franchisee as to which Franchisee has knowledge. Franchisee shall not
make any demand or serve any notice, orally or in writing, or institute any
legal action or negotiate compromise or settle any controversy with respect
to any such infringement or unfair competition without first obtaining
Franchisor's written consent. Franchisor shall have the exclusive right to
institute, negotiate, compromise, settle, dismiss, appeal or otherwise handle
any such action and take such steps as it may deem advisable to prevent any
such action and to join Franchisee and any other franchisees as a party to
any such action to which Franchisor may be a party and to which
Franchisee is or would be a necessary or proper party, but nothing herein
shall be construed to obligate Franchisor to seek recovery of costs or
damages of any kind in any such litigation, the assertion or waiver of such
claims being within the sole discretion of Franchisor. The costs of any such
action shall be paid by Franchisor and any recovery obtained from such
infringers shall be paid to Franchisor.

OPERATIONS

THAT during the term of this Agreement, Franchisor will loan to

Franchisee one copy of, or provide Franchisee with electronic access to,
Franchisor's confidential operations manual (the "Operations Manual"),
which may consist of printed manuals, computerized documents or
software, information provided on the internet or an extranet, audiotapes,
videotapes, or any other medium Franchisor adopts periodically for use
with the CREAM AND BARBEQUE's System and designates as part of the
Operations Manual. The Operations Manual will contain information and
specifications concerning the standards and specifications of the CREAM
AND BARBEQUE's System, the development and operation of the
Restaurant and any other information and advice Franchisor may
periodically provide to its franchisees. Franchisor may update and change
the Operations Manual periodically to reflect changes in the CREAM AND
BARBEQUE's System and the operating requirements applicable to
CREAM AND BARBEQUE's Restaurants, and Franchisee expressly agrees
to comply with each requirement within such reasonable time as Franchisor
may require, or if no time is specified, within 30 days after receiving
notification of the requirement. Franchisee shall at all times ensure that its
copy of the Operations Manual and any other confidential materials
supplied by Franchisor to Franchisee are kept current and up to date.
Franchisee must keep any printed Operations Manual in a secure location at
the Restaurant, and must restrict employee access to the Operations Manual
on a need to know basis, and take reasonable steps to prevent unauthorized
disclosure or copying of any information in any printed or computerized.

TRAINING

THAT As and when required by Franchisor, the person(s)

designated by Franchisee to assume primary-responsibility for managing
the Restaurant (each, a"Manager") must attend and successfully complete to
the satisfaction of Franchisor an initial management training program
specified by Franchisor or a comparable training program approved in
advance by Franchisor in its sole discretion. Each person required to
complete the initial training program must successfully complete it before
the Restaurant may open for business. No fee will be charged by Franchisor
for the participation of up to two individuals in the training program,
however, the Franchisee shall be responsible for the costs and expenses
(such as transportation,lodging, meals and compensation) of each person
who attends the training. The Restaurant must at all times be operated by a
Manager who has successfully completed the initial training program.
Franchisor reserves the right to waive all or a portion of the training
program in its sole discretion.

THAT Franchisee shall implement a training program approved by

Franchisor for employees of the Restaurant and shall be responsible for the
proper training of its employees. Franchisee agrees not to employ any
person who fails or refuses to complete Franchisee's training program or is
unqualified to perform his or her duties at the Restaurant in accordance with
the requirements established for the operation of a CREAM AND
BARBEQUE's Restaurant.

CONFIDENTIALITY

THAT Franchisee shall keep all information of confidential nature

as strictly confidential and shall not disclose it to third Parties without the
prior written consent of CREAM AND BARBEQUE Pvt. Ltd. during the
term of this Agreement.

THAT Franchisee agrees not to disclose revenue Information

without prior written consent of CREAM AND BARBEQUE Pvt. Ltd.

ADVERTISEMENT

THAT Franchisee, at its sole expense, must develop and implement

a grand opening promotion approved by Franchisor to introduce the
Restaurant to the public during the period that is 30 days prior and 60 days
after the opening of the Restaurant. Franchisee is required to spend a
minimum of Rs. 25,000 for the grand opening promotion. To the extent
Franchisor has developed or approved marketing or advertising programs
and materials for the Restaurant's grand opening, Franchisee must use such
programs and materials.

THAT in addition to all other amounts required to be paid

hereunder, during the term hereof, Franchisee must pay to Franchisor, or
such other entity designated by Franchisor, an amount based upon Gross
Sales to be designated by Franchisor from time to time, in its sole
discretion, provided such amount shall not exceed 2% of Gross Sales (the
"Advertising Fee"), which amount shall be used by the Advertising Fund
(as such term is hereinafter defined). The Advertising Fee shall be the same
for all CREAM AND BARBEQUE's franchisees. Payment of the
Advertising Fee shall be made on or before Tuesday of each week and be
based upon Gross Sales of the Restaurant for the preceding week.
Advertising Fees shall be paid concurrently with the payment of the
Royalty Fees.
THAT the Advertising Fee will be expended for the benefit of
Franchisor, Franchisee and all other franchisees or users of the CREAM
AND BARBEQUE's System for the production or purchase of such radio,
television, print and/or other advertising materials or services as Franchisor
deems necessary or appropriate, in its sole discretion, on a national, regional
or local basis (the "Advertising Fund"). The expenditure of such funds for
advertising is to be under the control of, and in the discretion of, Franchisor
at all times, or such other entities designated by Franchisor. Franchisee
understands and acknowledges that the Advertising Fund is intended to
maximize and support general public recognition, brand identity, sales and
patronage of CREAM AND BARBEQUE's Restaurants for the benefit of
all Mama Fu's Restaurants and that Franchisor undertakes no obligation to
ensure that the Advertising Fund benefits each CREAM AND
BARBEQUE's Restaurant in proportion to its respective contributions.
Franchisor agrees that all funds contributed to the Advertising Fund may be
used to meet any and all costs (including, without limitation, reasonable
salaries and overhead incurred by Franchisor) of maintaining,
administering, directing and preparing national, regional or local advertising
materials, programs and public relations activities including, without
limitation, the costs of preparing and conducting television, radio,
magazine, billboard etc.

NON COMPETITION

THAT neither the Franchisee nor its employees during the term of
franchise will carry on any other business in hospitality sector.

THAT Franchisee will not disseminate information or carry on

business in hospitality sector for 10 years after the franchise period ends.

TERMINATION

THAT the Franchisor may terminate this Agreement if

the Franchisee:- (i) Fails to commence business within one

months of execution of the Agreement

(ii) Is in breach of [any of] the terms of the Agreement

(iii) Persistently defaults in payment of any amounts due to the Franchisor

(iv) Is found to have supplied materially and services false or misleading

information in or supporting the franchise application
(v) Goes into liquidation/bankruptcy or is insolvent

SALE OR TRANSFER

THAT the franchisee can not under any circumstances transfer or

sell the establishment to any third party.

DISPUTE RESOLUTION and JURISDICTION

THAT if any dispute or difference arises between the parties hereto

as to the construction, interpretation, effect and implication of any provision
of this Agreement including the rights or liabilities or any claim or demand
of any party against other or in regard to any other matter under these
presents but excluding any matters, decisions or determination of which is
expressly provided for in this Agreement, such disputes or differences shall
be settled under the Rules of Chennai International Arbitration Center, New
Chennai by Sole Arbitrator to be appointed out of the panel of arbitrators of
Chennai International Arbitration Centre with the consent of all the parties
failing which the aggrieved party shall approach to the court of competent
jurisdiction for the appointment of the sole Arbitrator in accordance with
the Arbitration & Conciliation Act, 1996 (As amended/modified from time
to time) and Rules framed there under for the time being in force (the Act)
and the reference to arbitration shall be deemed to be submission within the
meaning of the Act.

THAT the venue of the Arbitration shall be at Chennai International

Arbitration Centre at Chennai

THAT each party shall bear and pay its own cost of the arbitration
proceedings unless the Arbitrator otherwise decides in the Award.
 THAT the provisions of this Clause shall not be frustrated,
abrogated or become inoperative, notwithstanding this Agreement expires
or ceases to exist or is terminated or revoked or declared unlawful.

THAT the High Court of Chennai at Chennai and Courts

subordinate to it shall have exclusive jurisdiction in all matters concerning
this Agreement, including any matter arising out of the Arbitration
Proceedings or any Award made therein.

LIMITATION PERIOD

THAT if however, ‘FRANCHISEE’ or ‘NRDC’ does not make any

claim or demand or raise any dispute or difference in terms of clause of this
regarding dispute settlement and arbitration within one year from the date
on which such demand or claim arises,
‘FRANCHISEE’ or ‘NRDC’ shall be deemed to have waived and
abandoned such claim or demand or the right to raise such dispute or
difference against the other party.

IN WITNESS WHEREOF, the parties have set their respective hands and
seals on the day, month and year first above written in the presence of
following witnesses.
Sd/-xxxxxxx

On behalf of CREAM AND BARBEQUE Pvt. Ltd.

Sd/-yyyyyyy

By Mr. Maran

Witnesses-

A Sd/-

B Sd/-

C Sd/-
 EXHIBIT A

Trademark of CREAM AND BARBEQUE