FRANCHISEE AGREEMENT

NEXUS ONLINE CONSULTANCY PACKAGE

This Agreement is entered into on this ……. day of …………, 20…..for a period of three
years, by and between:

1. PARTICIPANTS:
A. NAME: ACENEXUS ONLINE

ADDRESS: KC BUILDING, OPP MINI CIVIL STATION

THAMARASSERY, CALICUT 673573
TELEPHONE: 9037253714
EMAIL: acenexus.in@gmail.com
_________________________________________________________________________________

ACE NEXUS ONLINE is a MSME FirmReg Number: UDYAM-KL-08-0001453represented

by CHIEF EXICUTIVE OFFICER ShriSAJITH.N.P, having its Registered Office at the
address mentioned hereinabove and is hereinafter referred to as “FRANCHISER”,
which expression shall, unless repugnant to the context or meaning thereof mean and
include its Heirs, Successors, Executors and permitted Assigns of the FIRST PART;
_______________________________________________________________________________

AND

B. NAME:

ADDRESS:
TELEPHONE:
EMAIL:
______________________________________________________________________________

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…………….. S/o ……………………, aged……. and residing at the address specified
hereinabove, hereinafter referred to as the “FRANCHISEE”, which expression shall
unless repugnant to the context or meaning thereof mean and include their Heirs,
Successors, Executors and Assigns: of the SECOND PART;

______________________________________________________________________________

C. In this Agreement the FRANCHISER and the FRANCHISEE are individually

referred to as “Party” and collectively referred to as “Parties”.

2. RECITALS:

A. WHEREAS the FRANCHISER has been engaged in providing various web based
payment services, Digital Signature, Money Transfer, PAN Card Agency, Ticket
Booking etc;

B. AND WHEREAS the FRANCHISER has expended time, effort and money to
develop and acquire knowledge and expertise with regard to the business of
providing these above mentioned Services and constantly endeavours to
improve its exclusive range of services;

C. AND WHEREAS the FRANCHISER is desirous of granting franchises in respect

of the said business to competent entities identified by the FRANCHISER under
the name and style of “NEXUS GST SUVIDHA KENDRA & NEXUS CUSTOMER
SERVICE POINT”;

D. AND WHEREAS the FRANCHISEE accepts and understands that substantial

reputation and goodwill has accrued to the FRANCHISER’s business and has
resulted in substantial demand for its services;

E. AND WHEREAS the FRANCHISEE is desirous of obtaining the benefits of the

FRANCHISER’s knowledge, expertise and goodwill and has approached the
FRANCHISER, requesting the FRANCHISER to grant the franchise in respect of
the said business to the FRANCHISEE;

F. AND WHEREAS the FRANCHISEE has represented to the FRANCHISER that the
FRANCHISEE has sufficient wherewithal including necessary infrastructure,
financial strength and capability to run the said business and has further
assured the FRANCHISER that the FRANCHISEE is competent to maintain the
reputation and goodwill of the FRANCHISER;

G. AND WHEREAS, solely in reliance of the representations made by the

FRANCHISEE, the FRANCHISER has agreed to grant a franchise to the said

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 business to the FRANCHISEE, subject to and based upon the terms and
conditions recorded herein;

H. AND WHEREAS the Parties have agreed to enter into a binding contract being
these presents to record the terms, conditions and covenants agreed between
the Parties;

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

3. DEFINITIONS:

In this Agreement, except where the context otherwise requires, the following
words and expressions shall have the following meanings:

a) “Agreement Date” means the date of execution of this Agreement.

b) “Applicable Law” means and includes all applicable statutes, enactments, acts
of legislature or Parliament, laws, ordinances, rules, bye-laws, regulations,
notifications, guidelines, policies, directions, directives and orders of any
Government, Statutory Authority, Tribunal, Board, or court, as may be
applicable in India.

c) “Approvals” means and includes all approvals, permissions, authorizations,

consents and notifications from any Governmental Authority, regulatory or
departmental authority as may be applicable.

d) “Business Day” means a day on which Banks are generally open for business in
the city of Calicut in India.

e) “Confidential Information” shall mean all data or information disclosed

(whether in writing, orally or by any other means) by the FRANCHISER to the
FRANCHISEE, and shall include but not be limited to any information relating
to the FRANCHISER’s business operations, processes, plans, intentions, service
information, know-how, trade secrets, market opportunities, customers and
business affairs.

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f) “Services” shall mean those online and offline services to be offered by the
FRANCHISEE as specified under this Agreement, as well as any additional
services that may be included by the FRANCHISER from time to time.

g) “Governmental Authority” means any Government or Political Subdivision

thereof; any department, agency or instrumentality of any Government or
Political subdivision thereof; any court or Arbitral Tribunal.

h) “Intellectual Property Rights” shall include all rights in existing and future
intellectual property in the nature of registered and unregistered rights to any
and all trade names, trademarks, patents, copyrights, confidential information,
designs, know-how, business methods, ideas, strategies, database rights and all
other intellectual and Industrial Property rights of any sort (throughout the
world) as well as moral rights and similar rights of any type under the laws of
any governmental authority, domestic or foreign.

i) “Person” means any natural person, firm, company, Governmental Authority,

Joint Venture, Partnership, Association or other entity (whether or not having a
separate legal entity).

j) “Premises” shall mean the proposed location for carrying out the business, run
and maintained at the cost of the FRANCHISEE and approved by the
FRANCHISER and described in Clause 4 hereinbelow.

k) “Registration Fee” refers to the non refundable one-time payment to be made

by the FRANCHISEE to the FRANCHISER in consideration of being granted the
franchise to the said business. The amount of Registration Fee shall be subject
revision periodically.

l) “Renewal Fee” refers to the payment to be made by the FRANCHISEE to the

FRANCHISER towards renewal of the Agreement beyond the term mentioned
hereunder as per the prescribed rate or amount as mentioned hereunder.

m) “Rupees / Rs” means Indian Rupees being the lawful currency of the Republic
of India.

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 n) “Trademarks “shall mean the names, trademarks and service marks owned by
the FRANCHISER.

4. GRANT OF FRANCHISE:

The FRANCHISER hereby grants to the FRANCHISEE, subject to the terms and
conditions contained herein, the franchise of NEXUS GST SUVIDHA KENDRA
& NEXUS CUSTOMER SERVICE POINT at
……………………………………………………………………. (Hereinafter referred to as
the “Premises”).

5. INFRASTRUCTURAL AND TECHNICAL REQUIREMENTS:

a) The FRANCHISEE shall set up an institutional pattern as regards the franchise

so as to augment the FRANCHISER’s business. The basic infrastructural and
technical requirements specified by the FRANCHISER, and on the basis of
which this Agreement is entered into, are hereby annexed as Schedule A to this
Agreement.

b) The FRANCHISEE accepts and understands that the infrastructural and

technical requirements specified by the FRANCHISER and as described in
Schedule A herein-below are mandatory requirements. Any failure on the part
of the FRANCHISEE to meet / maintain the same shall constitute a breach of
the terms of this Agreement and shall entitle the FRANCHISER to terminate this
Agreement. The requirements specified in Schedule A are only inclusive and any
other requirements may be intimated in writing by the FRANCHISER from time
to time and the FRANCHISEE shall ensure implementation of the same within
the Premises within the time period specified by the FRANCHISER.

6. OBLIGATIONS OF THE FRANCHISEE:

The FRANCHISEE hereby covenants and agrees to perform and abide by the
following:

a) To not have any right, title, interest, claim or demand over and in respect of the
business name of NEXUS GST SUVIDHA KENDRA & NEXUS CUSTOMER
SERVICE POINT.

b) To not carry on business in the name of NEXUS GST SUVIDHA KENDRA &
NEXUS CUSTOMER SERVICE POINT without the permission and authority in
writing from the FRANCHISER.

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c) To not enter into any agreement on behalf of the FRANCHISER.

d) To not carry on the business of the FRANCHISER or any part thereof from any
place other than from the Premises specified above without the prior written
consent of the FRANCHISER.

e) To not take CO-WORKERS for and/or promote any other business, other than
the businesses prescribed by the FRANCHISER.

f) To exercise its best endeavours in running the franchise so as to promote

mutual business interests of the FRANCHISER and the FRANCHISEE and to
maintain the quality of services imparted at the Premises as stipulated by the
FRANCHISER.

g) To maintain the infrastructural and technical requirements as set out in

Schedule A hereto (including without limitation to the generality of the foregoing
telephone, broadband connection, computers, fixtures and fittings) as may be
intimated in writing by the FRANCHISER from time to time. The FRANCHISEE
shall also:

i. Comply with the FRANCHISER’s directions as to the layout and use of

such equipment and fixtures and fittings; and

ii. Maintain such equipment and fixtures and fitting in good repair and
good working order.

h) To make payments to the FRANCHISER as agreed between the Parties and in

accordance with the conditions set out in Clause 9 of this Agreement.

i) To use the Intellectual Property Rights of the FRANCHISER only to the extent
permitted under this Agreement.

j) To provide services specifiedunder this Agreement at the fees agreed upon by

the Parties if any. The FRANCHISEE expressly undertakes to charge only such
minimum fees from customers as agreed between the Parties and laid down in
SCHEDULE B unless lower fees are approved in writing by the FRANCHISER.

k) To ensure that the quality and standard of imparting the services does not
deteriorate and shall reflect the quality of standards maintained by the
FRANCHISER as closely as possible.

l) To ensure that only staff trained and/or approved by the FRANCHISER be

employed to work at the Premises on behalf of the FRANCHISEE.
m) To employ such number of employees, staffs etc. as may be necessary for
rendering the services that might be specified by the FRANCHISER from time to
time in writing, and to pay and discharge their salary, wages and statutory dues
of whatever nature.

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n) To indemnify the FRANCHISER against all claims or responsibility towards
salary, wages or statutory dues arising out of any failure by the FRANCHISEE
to make payments to its staff or employees as referred to hereinabove. It is
understood by the Parties that the FRANCHISER shall bear no responsibility
towards payment of any salary, wages, or any other payments to be made to the
staff, employees etc. of the FRANCHISEE, neither shall the FRANCHISER bear
any liability for payment of any statutory dues that may arise due to any failure
on the part of the FRANCHISEE to fulfil its obligations under this Agreement.
o) To ensure that any issues of the staff or customers of the FRANCHISEE are
resolved by the FRANCHISEE in consultation with the FRANCHISER.
p) To not make any representations, statements or warranties about the franchise
except those which are expressly permitted by the Agreement or which the
FRANCHISER may authorize in writing.
q) To not appoint or terminate any staff concerned with the franchise without the
mutual consent of both Parties.
r) To make all reasonable efforts to admit and retain customers for the services.
s) To permit officers, servants and agents of the FRANCHISER during normal
business hours to inspect the Premises and observe the running of the
franchise, to ensure compliance with all terms and conditions agreed upon
between the Parties.
t) To obtain all necessary authorizations, permits, license, approvals etc. as may
be required under the Applicable Law for the franchise at its own expense
without limiting the scope of the services to be rendered.
u) To comply at its own expense with any enactments, regulations, bye laws,
notices, directions, orders, requirements or demands of any Government, semi-
government or other authority affecting the franchise, the services or the
Premises.
v) To not assign, charge or otherwise deal with the franchise in any way without
the prior written consent of the FRANCHISER.
w) To not surrender the tenancy right in respect of the Premises in any manner
whatsoever without prior intimation and approval of the FRANCHISER, which
approval may be withheld by the FRANCHISER at its discretion.
x) The FRANCHISEE shall not use the log in given for these services at premises
other than those registered with FRANCHISER nor share the same with others
for their use. The FRANCHISEE shall provide only the services approved by the
FRANCHISER and only through the intermediaries provided/ authorised by the
FRANCHISER. Any such misuse of Login or providing of unauthorised services,
identified by franchiser, will entitle the FRANCHISER to cancel the franchise
registration given to such FRANCHISEE with immediate effect.
y) The FRANCHISEE shall not use the name JANA SEVANA KENDRA or similar
names, and do not provide services that exclusively allowed only for Akshaya
Centers Kerala, like E-district, Aadhaar etc, And Franchise should not
misrepresent as Akshaya E Kendra under IT Mission Kerala .

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 z) Any violation will entitle the FRANCHISER to cancel the FRANCHISE
Registration under this agreement.
aa) JIO GST Filing is absolutely free up to March 2021, After that some
charge will be their decided by Jio Team

bb)The list of services included in this package will be updated as per govt rules
and regulations, and new services will add as per availability.

7. OBLIGATIONS OF FRANCHISER:

The FRANCHISER hereby agrees to abide by the following:

a) To permit the FRANCHISEE to carry on the business of providing services

permitted under NEXUS GST SUVIDHA KENDRA & NEXUS CUSTOMER
SERVICE POINT as mutually agreed.
b) To permit the FRANCHISEE to use the Trademarks or such other names or
styles as may be specified in writing by the FRANCHISER in relation to the
franchise.
c) To allow the FRANCHISEE to use the intellectual property rights owned by the
FRANCHISER in relation to the franchise, subject to the terms and conditions
contained herein.
d) To provide to the FRANCHISEE, as the FRANCHISER may consider appropriate
from time to time, with management and administrative advice in the conduct
of the franchise and such other advice as the FRANCHISER may consider
necessary and appropriate to promote the mutual business interests of the
FRANCHISER and the FRANCHISEE.
e) To provide the necessary guidance and guidelines regarding layout planning,
decoration, recruitment of staff, fees, advertisement strategy, procurement of
customers etc.
f) It is understood and agreed by the Parties that the FRANCHISEE shall be
responsible for timely and appropriate action and the FRANCHISER shall only
provide necessary assistance for the provision of the services.

8. FINANCIAL TERMS:

a) The Registration Fee towards obtaining the franchise is Rs. …………../- (Rupees
………………………..only) plus GST at the prevailing rate as applicable. The
FRANCHISEE has made payment of an amount of Rs.
…………………..videNEFT/Branch DD/Cheque No. ……………. dated…………….
drawn in favour of ACE NEXUS ONLINE payable at THAMARASSERY towards
full and final payment of the Registration Fee.

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 b) The Registration Fee paid by the FRANCHISEE shall be non refundable underall
circumstances or for any reasons whatsoever.

c) There will be a yearly Nexus Software License Renewal Fee RS 3000/- as may
be fixed by ACE NEXUS ONLINE MANAGEMENT from time to time.

d) In the event of such failure by the FRANCHISEE to make payment of renewal

fee for a period of two consecutive months, amongst other remedies available to
the FRANCHISER, the FRANCHISER is entitled to retain or withhold the
services to customers of the FRANCHISEE, until the FRANCHISEE has cleared
all pending dues towards the FRANCHISER. The liability and responsibility for
such retention shall rest exclusively with the FRANCHISER, and the
FRANCHISEE shall suitably indemnify the FRANCHISER against any costs,
expenses, claims, suits, actions etc. that may arise as a result of such
withholding of services.

9. CONFIDENTIAL INFORMATION:

a) The FRANCHISEE shall keep secret and confidential and shall not disclose,
without the prior written approval of the FRANCHISER, which approval may be
granted or withheld conditionally or unconditionally at the absolute discretion
of the FRANCHISER, to any, third party nor use nor permit or suffer any third
party to use for any purpose the knowhow, contents, designs etc entrusted to
the FRANCHISEE by the FRANCHISER.

b) The FRANCHISEE shall not be a party to the doing or neglecting to do of any

act whereby any industrial or intellectual property including trade secrets and
business reputation owned by the FRANCHISER and any company related to it
and which the FRANCHISEE is authorized to use (including the goodwill of the
business in respect of which this franchise is granted and used in connection
with this franchise) may be prejudicially affected either during the term or
afterwards.
c) The FRANCHISEE shall maintain secrecy about the methods of the
FRANCHISER including any manuals issued by the FRANCHISER, any
technical know-how, trade secrets, market opportunities, advertising and
publicity materials belonging to the FRANCHISER, both during the currency of
this agreement and after it is terminated.
d) In order to protect the trade secrets and other confidential information as also
in lieu of the know-how received by the FRANCHISEE from the FRANCHISER so
as to be able to fulfil its obligations as part of the franchise, the FRANCHISEE
agrees that during the term and even after termination for a period of three
years thereof, the FRANCHISEE shall not be concerned or interested either
directly or indirectly in any similar business or in providing services similar to
the services provided as part of the franchise.

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 e) As part of its obligations to maintain secrecy, the FRANCHISEE will not at any
time within three years after the termination of this Agreement;

i. Solicit the customers involved with this franchise with the intent of
taking them as customers of his new business.

ii. Employ or offer to employ any person who immediately before such
employment or offer of employment was employed by FRANCHISER and
not directly or indirectly to induce such person to leave his or her
employment.

f) The FRANCHISEE shall ensure that all its staff, employees, agents etc. engaged
in the franchise also fulfill the confidentiality obligations set out hereinabove. In
the event of any breach of confidentiality coming to the attention of the
FRANCHISEE, the FRANCHISEE must immediately bring such breach to the
attention of the FRANCHISER, and detail in writing the circumstances,
substance and nature of the breach as well as the names and addresses of any
persons known or suspected by the FRANCHISEE to have been involved in the
breach.

10. TERM:

The present Agreement shall remain valid for a period of Twelve Months only
and shall be renewed, on mutual consent. In the event of renewal of the said
Agreement, the FRANCHISEE shall pay to the FRANCHISER a Renewal Fee
which shall be as fixed by the FRANCHISER commonly as on the date of such
renewal.

11. TERMINATION:

a) Notwithstanding anything to the contrary contained herein, the FRANCHISER

shall have the right to terminate this Agreement after providing notice of one
month if in its opinion, the operational standards are not being maintained by
the FRANCHISEE, or if the FRANCHISEE commits a breach of any of its
obligations under this Agreement.
b) In the event of termination of the Agreement, the FRANCHISEE shall ensure
that the following obligations are fulfilled:

i. All administrative and promotional materials pertaining to the franchise

are collected or deposited with the respective departments in the
administrative offices of the FRANCHISER.

ii. The FRANCHISEE clears all payments due to the FRANCHISER prior to
the date of termination, including payment of Registration Fee/ Renewal

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 Fee, advertisement share etc., and any other payments that might be due
to the FRANCHISER under this Agreement

c) In the event of non-fulfilment of the obligations by the FRANCHISEE as set out

hereinabove, the FRANCHISER shall be entitled to take suitable actions and
avail any of the remedies of its choosing in order to recover the losses suffered
by it due to the FRANCHISEE.
d) In addition to any other remedies available to the FRANCHISER in the event of
any breach by the FRANCHISEE of any of its obligations under the Agreement,
the FRANCHISER shall have the right to suspend the right of the FRANCHISEE
to the franchise, and order an inquiry into the circumstances involved in and
the nature of such breach. The restoration of the right of the FRANCHISEE to
the franchise shall be subject to the finding of such inquiry, and in case the
breach is found to be a material breach under the Agreement, the FRANCHISER
shall be entitled to terminate the Agreement forthwith, which shall be based on
the discretion of the FRANCHISER in such matter.
e) Notwithstanding anything to the contrary contained hereinabove, in the event of
termination of this Agreement due to some breach by the FRANCHISEE, the
FRANCHISER shall be entitled to take over the Premises and provide the
services at the risk and cost of the FRANCHISEE, till the completion of the term
of this Agreement or such renewed term as the case may be. Alternatively, at
the sole option of the FRANCHISER, the FRANCHISER shall be entitled to make
alternate arrangements to accommodate the existing customers, in which event
the FRANCHISEE shall suitably compensate the FRANCHISER for all expenses
borne by the FRANCHISER in this regard.

12. INDEMNITY

a) The FRANCHISEE hereby agrees to indemnify, defend and hold the

FRANCHISER harmless from and against any and all liability and costs,
including Service charges, expenses, payments, liabilities, injury costs,
damages, claims, actions or suits brought against the FRANCHISER by any
third party due to any breach of the terms and conditions of the Agreement by
the FRANCHISEE, or due to any negligence, deficiency in service or unfair trade
practice on the part of the FRANCHISEE.
b) In the event that the FRANCHISEE is involved in any activity which the
FRANCHISER deems to be harmful to the FRANCHISER’s goodwill and/or
reputation, the FRANCHISER shall be entitled to terminate the Agreement, and
the FRANCHISEE shall indemnify, defend and hold harmless the FRANCHISER
from any costs, expenses, damages, claims, suits or actions initiated by any
third party against the FRANCHISER arising out of such termination by the
FRANCHISER.
c) Further, the FRANCHISER shall in no way be responsible for any losses
suffered by the staff or customers involved in the franchise, at any point during

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 the term of the Agreement or after, and the FRANCHISEE shall indemnify the
FRANCHISER from any claims arising in this regard. It is understood by the
Parties that the FRANCHISER shall bear no responsibility towards payment of
any salary, wages, or any other payments to be made to the staff, employees
etc. of the FRANCHISEE, neither shall the FRANCHISER bear any liability for
payment of any statutory dues that may arise due to any failure on the part of
the FRANCHISEE to fulfil its obligations under this Agreement.
d) Notwithstanding anything to the contrary, in the event of termination of the
Agreement by the FRANCHISER as per Clause 12 hereinabove, the
FRANCHISEE hereby indemnifies the FRANCHISER from any claims, rights or
actions made by any third party, including but not restricted to the staff and /
or customers involved in the franchise.
e) The FRANCHISEE agrees and acknowledges that the FRANCHISEE shall not
indulge in any activities of fraud, corruption, bribery, any malpractices, or any
acts that are illegal or punishable by law. In case of any failure on the part of
the FRANCHISEE to fulfill this obligation, the FRANCHISEE shall indemnify the
FRANCHISER against any costs, expenses, damages or suits that may arise out
of such failure. Moreover, amongst other remedies available to the
FRANCHISER, the FRANCHISER, or an officer deputed by the FRANCHISER for
such purpose, shall have the right to seize such documents as the officer deems
indicative of the breach by the FRANCHISEE, and the FRANCHISEE agrees to
raise no objection to the same.

13. INTERPRETATION:

In interpreting the terms of this Agreement:

a) Words indicating one gender include all genders. Where the context so requires,
words imparting the singular only also includes the plural and vice versa.
b) Headings to these conditions shall not be deemed to form part thereof or be
taken into consideration in the interpretations of construction thereof of the
agreement.
c) In the event any portion of or all of the contract is held to be void or
unenforceable, the Parties agree to negotiate in good faith to arrive at an
amicable understanding which shall accomplish the intent of the parties as set
out and gathered from the terms agreed between the parties.
d) No failure on the part of any party to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof, and no single or partial
exercise of any such right shall preclude any other or further exercise thereof or
the exercise of any other right.

14. NOTICES IN WRITING:

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 a) All correspondence between the parties pertaining to this Agreement shall be
addressed by e-mail to the representatives of the respective parties or by post at
the addresses mentioned hereinabove.
b) Wherever these conditions provide for giving of approvals, notices and requests
or other communication in connection with this Agreement (“Notice”), these
communications must be in writing. A notice shall be deemed to be in writing if
it is contained in a manuscript, typewritten or printed statement, under the
signature and/or seal of the party sending such notice.
c) The representatives of the Parties shall have full authority to act on behalf of
the Parties. The representatives shall be entitled to receive all notices,
instructions, consents and other communications as may be issued under the
Agreement.
d) Such notices and other communication duly given shall be deemed to be
effective if given by personal delivery, upon such delivery, or if sent by e-mail,
upon the next business day after sending the same, or if sent by registered
mail, upon expiry of the 10 th business day following the date of dispatch
thereto.
e) In the event of any changes in the names and/or designation and/or address of
the representatives indicated hereinabove the same shall be intimated to the
other Party immediately.
f) All communication/correspondence under or in relation to the Agreement shall
be in the English Language.

15. ASSIGNMENT:

Neither Party shall assign the whole or any part of its rights or obligations
under the Agreement without the prior approval of the other Party.

16. AMENDMENT:

Except as specifically provided for herein, the various provisions of this

Agreement shall be modified, altered or amended only when the same is made
in writing and signed by both Parties.

17. SEVERABILITY:

If any provision of this Agreement is invalid, enforceable or prohibited by law,

this Agreement shall be considered divisible as to such provision and such
provision shall be inoperative and shall not be part of the consideration moving
from either party hereto to the other, and the remainder of this Agreement shall
be binding and valid.

18. FORCE MAJEURE:

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 Neither Party will be responsible for any failure to perform its obligations under
this Agreement due to causes beyond its control, including but not limited to
acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods
or accidents.

19. WAIVER:

Any delay, omission or failure on the part of either Party to exercise any of its
rights under this Agreement shall not be construed as a waiver of such rights or
impair the rights of the respective parties with respect to any subsequent
default of the same or different nature by the other Party.

20. RELATIONSHIP BETWEEN PARTIES:

This Agreement shall not be interpreted or construed as creating any

partnership or joint venture between the Parties hereto and neither party shall
have the power to bind and obligate the other except as set forth in this
Agreement.

21. GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed and construed solely in accordance with the
laws of India in every particular, including formation and interpretation. Any
proceedings arising out of or in connection with this Agreement shall be
brought only before the court of competent jurisdiction in Calicut.

22. ARBITRATION:

Any and all claims, disputes, controversies or differences arising between the
parties out of or in relation to or in connection with this Agreement, which
cannot be satisfactorily settled by correspondence or mutual conference
between the parties hereto shall be settled by arbitration in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 and any amendments
thereto. The Arbitral Tribunal shall consist of a Sole Arbitrator to be appointed
by the FRANCHISER. The venue of such arbitration shall be Calicut and the
language of arbitration shall be English.

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IN WITNESS WHEREOF the Parties hereto have signed this Agreement on this the
(Insert) day of (Insert), (Insert).

SIGNED AND DELIVERED: SIGNED AND DELIVERED:

FOR ACE NEXUS ONLINE FOR ……………………….

CHIEF EXICUTIVE OFFICER ……………………

In the presence of Witnesses:- In the presence of Witnesses:-

1. 1.

2. 2.

SCHEDULE A

INFRASTRUCTURAL AND TECHNICAL REQUIREMENTS:

a) The FRANCHISEE shall ensure that the area of the premises, as defined
hereinabove is not less than 150 sq. ft.

b) The FRANCHISEE shall meet and bear the entire cost of furnishing and
decorating the interior and exterior of the premises in accordance with the
specifications and requirement of the FRANCHISER, particularly touching
upon the aspects of elevation, décor and interior design, painting, number of

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 rooms, seating arrangements, selection of furniture, fittings, counters and
stands, color code, lighting systems, illumination, air conditioning,
firefighting equipment etc.

c) The FRANCHISEE shall ensure that the premises shall be conveniently

located so as to enable easy access to the public at large.

d) The FRANCHISEE shall procure and maintain the required Technical

Infrastructure at its own cost meeting the specifications required by the
FRANCHISER.

e) The FRANCHISEE shall apart from the above and in addition comply with all
infrastructural and technical requirements as prescribed in the ACE NEXUS
ONLINE Manual.

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