FRANCHISEE AGREEMENT

This FRANCHISEE AGREEMENT was made on the ______ between Mr.

BHUPINDER MADAAN, and _______ at _______.

THEKA COFFEE PVT. LTD., a private limited company, represented through its

Director Mr. BHUPINDER MADAAN, and having its registered office at 1301,

BSQUARE 2, AMBLI-ISCON ROAD, AHMEDABAD, 380054, GUJARAT,

INDIA, (hereinafter referred as the FRANCHISOR which expression unless repugnant

to the context and meaning thereof, shall mean and include its successors and permitted

assigns) of the FIRST PART (Hereinafter the franchisor and referred to as

“FRANCHISOR”)

AND

_______, _______ , represented through _______, and having its registered office

at _______(Hereinafter the SECOND PART and referred to as UNIT

FRANCHISEE/ FRANCHISEE”)

1 | Page
RECITALS

In this Agreement:

I. WHEREAS the First Part viz. The Franchisor, is possessing extensive and

invaluable knowledge and experience in the fields of Beverages, Food and

Restaurant and has rights in relation to Brand.

II. AND WHEREAS the Franchisor is entitled to use and exploit the distinctive

mark "THEKA" which is a benchmark of quality and service in the field of the food

service industry.

III. AND WHEREAS by reason of a uniform business format or system and high

standards of quality and service, FRANCHISOR has established an excellent

business reputation, created a substantial demand for its products and services

and build up valuable goodwill;

IV. AND WHEREAS The Franchisor is the exclusive registered proprietor holder of

the mark "THEKA" and is desirous of granting the Unit Franchisee (hereinafter

referred to as the franchisee) to set up a "Beverage & Food Outlet "under the name

and style of the Franchisor's registered trade-mark at mark "THEKA". The

Franchisee has therefore approached the Franchisor to allow to use the name

"THEKA" for operating and running Food Outlets (here in after referred to as

"BEVERAGE & FOOD OUTLET") in the name and style of the said locations in

_______ only. Thus, the franchisee is desirous of acquiring from franchisor the

right to give, operate and manage the Beverage & Food Outlets in his territory

which is _______, utilizing the business format, methods, specifications,

standards, operating procedures, trademarks and upon the terms and conditions

hereafter set forth.

2 | Page
 V. WHEREAS, for execution of this document, the signatory/executioner of the

Franchisor shall be its Director Mr. BHUPINDER MADAAN and the

signatory/executioner of the Franchisee shall be its _______, _______. All the

responsibility of the fulfillment of obligations of this agreement shall rest with the

signatories of the parties.

DEFINITIONS

In this Agreement:

I. Franchisor is the licensee of the registered proprietor of the trademark/s

brand THEKA and forms the Franchisor of this agreement.

II. Franchisee is the party who wants to give, operate and manage the

Beverage & Food Outlets in the said territory which is _______ on a Unit

franchise basis from the franchisor for 05 years in lieu of franchise fee.

III. Franchisee Deposit shall be a refundable amount and the same shall be

INR _______/- (Rupees_______ only) for a period of five years. The

same shall be payable by the franchisee to the franchisor. The amount is

refundable only when the operations are completed for the prescribed time

period as mentioned in the agreement.

IV. Franchise Fee is the amount to be paid by the franchisee to franchisor

before the execution of this agreement as a one time fee for five years. The

Franchisee shall pay to the Franchisor a fee of INR _______/-

(_______) as one time fee plus GST, NON-REFUNDABLE. The

Franchise Agreement shall be renewable upon completion of this term only

by discretion of the franchisor and the franchisee shall be liable to pay an

3 | Page
 additional franchisee fee at that point in time as per the discretion of the

franchisor.

V. The Training means to make the franchisee and its staff the ways, rules

and functioning of THEKA Food Outlet.

VI. The Know-how means Franchisor’s technical expertise in the Recipes and

Menu for the THEKA Food Outlet.

VII. The Mark means the “THEKA” mark.

VIII. The Locations means the outlets located in the City of _______.

IX. Auditor means a registered auditor appointed by the franchisor to conduct

a periodic audit of the accounts of the franchise outlet.

X. Authorization is any consent, authorization, permit, approval by either

party required to undertake and perform the obligations of this agreement.

XI. Authorized Signatory means the person nominated by a party in its

Particulars, in accordance with this agreement.

XII. Authority is any government department, government or statutory

authority or any other party under a Law which has a right to impose a

requirement or whose consent is required with respect to the activities of

this agreement.

4 | Page
 XIII. Intellectual Property means all trademark, copyright, patents,

creativity, discoveries, inventions, and similar rights developed by either

party to this agreement.

XIV. Property means franchise outlet, all rights, titles, interest, claims, benefits

and all other property of whatever kind, real or personal, from time to time

owned by any party to this agreement for the purposes of the agreement,

and includes the Intellectual Property.

XV. Law is regulations, requirements and guidelines of the government, court

and authorities with which either party is legally required to comply in

respect of this agreement.

XVI. Percentage Share means the percentage that corresponds to the percentage

of either party’s interest in the commercials.

XVII. Third Party means a person or the Related Body Corporate of a party, to

this agreement.

XVIII. The Term means the period of five years commencing from _______.

INTERPRETATIONS

In this Agreement:

I. words importing the singular include the plural and the converse;

II. words importing a gender include all genders;

5 | Page
 III. an expression importing a natural person includes an individual, a firm, a

body corporate, an unincorporated association and any Government

Agency;

IV. a reference to a clause, party, annexure, is a reference to a clause of, and a

party, annexure to, this agreement;

V. a reference to legislation or to a provision of legislation includes any

modification or re-enactment of it, a legislative provision substituted for it

and a regulation or statutory instrument issued under it;

VI. a reference to a document includes all supplements of that document;

VII. a reference to a party to a document includes that party's successors and

permitted substitutes and assigns;

VIII. a reference to an asset includes all property of any nature, including a

business, and all rights, revenues and benefits;

IX. a reference to a document includes any agreement in writing, or any

certificate, notice, instrument or other document of any kind;

X. an agreement in favor of two or more persons is for the benefit of them

jointly and each of them individually;

XI. nothing in this agreement is to be interpreted against a party on the ground

that the party put it forward;

6 | Page
NOW THEREFORE this agreement witnesseth that in consideration of the mutual

covenants and agreements herein contained the parties hereto do hereby covenant and

agree with each other as follows:

1. TERM

I. The terms of this agreement shall be for a period of (five years) commencing

with effect from _______ (hereinafter to be referred as the "Effective

Date"). The Franchisee shall have the option to renew this agreement and

shall be exercisable at least three (3) months prior to the expiry of the Term.

II. The Franchisor has the right to terminate this agreement, upon providing

written notice of their intention of termination at least one month prior to

termination provided the Franchisee clears all dues and liability towards the

Franchisor.

III. The Franchisee shall comply with all e-commerce laws, municipal,

provincial and federal laws and regulations and shall obtain and at all times

maintain any and all permits, certificates or licenses, necessary for the

proper conduct of the Franchised Business pursuant to the terms of this

Agreement.

2. APPOINTMENT OF FRANCHISEE

I. During the term of this Agreement, Franchisor hereby grants to Unit

Franchisee the nonexclusive right where the Franchisee undertakes the

obligation, to give, develop and operate (THEKA) beverage & food outlets

in accordance with the terms and conditions of this Agreement only at the

7 | Page
 said location, for a term of five years. Franchisee agrees to use the Marks as

they are changed, improved and further developed by Franchisor from time

to time.

II. Franchisee acknowledges that the Franchise granted under this Agreement

is non-exclusive and Franchisee has no right to exclude, control or impose

conditions on the location or development of other or future franchises

under the Marks, or on any sales or distribution of products under the

Marks or other business activities of Franchisor or any other party licensed

to use the Marks.

III. The Franchisor hereby grants to the Unit Franchisee the right to operate the

business at addresses in ___________ in accordance with the terms and

conditions stated in this agreement.

IV. The Franchisee shall operate the services of Franchisor as per instructions

of Franchisor or supplied by Franchisor only at address mentioned in

clause.

3. OPERATION OF FRANCHISED BUSINESS

I. The Franchisee agrees to operate the Franchised Business strictly in

accordance with the System. Without limiting the generality of the

foregoing, the Franchisee agrees as follows:

a. The Franchisee agrees to operate the franchised business through

its procedures, services, standards, specifications and proprietary

marks, intellectual property (other than proprietary marks) and

information as provided by the Franchisor.

8 | Page
 b. The Franchisee shall ensure that at all times prompt, courteous

and efficient service is accorded to its customers. The Franchisee

shall in all dealings with its customers, suppliers and the public

adhere to the highest standards of honesty, integrity, fair dealings

and ethical conduct.

c. The Franchisee shall operate services and sell Products and items

of Franchisor meeting the uniform standards of quality and

quantity, as have been expressly approved for sale in writing and

as have been prepared in accordance with its methods and

techniques for product preparation and also in terms of food

outlet services. The Franchisee shall sell all approved items

pursuant to a list approved and the Franchisee shall not offer for

sale any other products or services from its outlet which belong

to the same category of products or services as approved for sale

by Franchisor.

d. The Franchisee agrees to develop and maintain the franchised

business as an attractive, modern, clean, convenient and

efficiently operated business offering high quality products

served promptly and courteously. The Franchisee agrees to affect

such maintenance of, and repairs to the outlet as is reasonably

required on a regular and frequent basis and maintain such

condition, appearance.

e. The Franchisee shall provide periodically, the Sales Report, other

information and reports in the specified formats as provided by

the Franchisor. The e-mail ID will be provided by the Franchisor

for transmitting the records.

f. The Franchisee agrees to carry out the promotional activities of

the franchised business in addition to the promotional activities

9 | Page
 carried out by the Franchisor, where the consent of the

Franchisor is necessary.

g. That the Franchisee agrees to maintain strict Quality control and

the same shall be done as per the terms and conditions mutually

agreed by the parties. It is also agreed by the parties that the

quality control can at any time be supervised, exercised and

overlooked by the Franchisor. The quality control will always be

maintained by the Franchisee vis-a-vis the products, overall color

scheme of the franchised business, packaging and stationery,

advertising and promotion material and transportation vehicles.

h. That the Franchisee agrees to carry out and handle the launching

event of the franchised business and shall also bare the launching

event expenditure which shall include the launch media activity

expense and launch advertisement campaign activity. The

Franchisee further agrees to bare the monthly all forms of media

& marketing activity expenditure as discussed and mutually

agreed between the parties.

i. The Franchisee shall comply with all e-commerce laws,

municipal, provincial and federal laws and regulations and shall

obtain and at all times maintain any and all permits, certificates

or licenses, necessary for the proper conduct of the Franchised

Business pursuant to the terms of this Agreement.

j. The Franchisee shall not be able to expand more than the

understanding it has with the franchisor as self-owned carts. The

Franchisee agrees that the total number of franchise outlets to be

given in a particular territory or jurisdiction shall be decided by

the franchisor and the franchisee shall not be able to question the

same at any point in time whatsoever and the franchisee agrees

to this unconditionally. The Franchisee also agrees that the Unit

10 | Page
 franchise fee will be decided by the franchisor. The Franchisee

also agrees that the outlet’s location approval will be given by the

franchisor.

k. The Franchisee agrees that raw materials, equipment & utensils

will strictly be controlled by the franchisor and the franchisee

shall purchase the same as directed by the franchisor through the

franchisor’s listed vendors and no one else. The Franchisee also

agrees that the raw material pricing will fluctuate as per market

situation and the call on the same shall be taken by the franchisor

without prior intimation. The franchisee shall not be able to

question the same at any point in time whatsoever and the

franchisee agrees to this unconditionally.

l. The Franchisee agrees that cannot sell raw material directly to

any outlet below it without prior intimation to the franchisor. The

Franchisee also agrees that it cannot sell any outlet below it

without prior confirmation of the franchisor. The Franchisee also

agrees to open a separate and other outlet prior to selling any

outlet that it possesses.

m. The Franchisee agrees that it is not a signatory or representative

of the brand THEKA of the franchisor other than the terms agreed

in the agreement. The Franchisee also agrees that it cannot make

any changes in the business model of the franchisor and shall

adhere to it at all times.

n. The Franchisee agrees that if it does not fulfill the expansion plan

as per the understanding with the franchisor then in such a case

the franchisee will lose their right as an non-exclusive partner in

the territory that has been allotted to it.

11 | Page
 II. The Franchisee has to operate the business on a daily basis and present the

reports on a regular interval.

III. "If the Business Operations is closed for 3 or more consecutive days, without

any prior information to the Franchisor; it would lead to direct Termination

of the Franchisee.”

4. FRANCHISOR’S OBLIGATIONS

I. The Franchisor solely shall provide franchisee with:

a. the Manual in English;

b. the Proprietary Recipes;

c. the food outlet Menu details i.e. the items and rates applicable;

d. the Initial Training at the outlet or at any other place at the sole

discretion of The Franchisor at the time of commencement of outlet

operations including a two-day induction training for the

Franchisee's representative;

e. The Manual, any translations of it, and the copyright in it shall at all

times remain The Franchisor's property;

II. The Further Training shall be given by The Franchisor to suitably qualified

staff of the franchisee in such numbers as it reasonably considers necessary

to assist the efficient operation of franchise Business. The further training

shall also include training and time spent for new recipes, food promotions

and festivals from time to time or as and when required in the Business at

the food outlet.

12 | Page
 III. The FRANCHISEE acknowledges and agrees that it shall have a corporate

team as per requirement of the franchisor immediately upon execution of

this agreement.

IV. The FRANCHISEE acknowledges and agrees that it shall have to provide

training and service to the outlets below it as prescribed by the franchisor.

V. The FRANCHISEE acknowledges and agrees that it will also be a fulfillment

center and hence franchisee agree to bulk buy raw materials as directed by

the franchisor.

VI. The FRANCHISEE acknowledges and agrees that it shall ensure that all SOP

and systems are followed by the outlets below the franchisee.

VII. The FRANCHISEE acknowledges and agrees that it shall have to commit to

an audit on a periodic basis as instructed by the franchisor.

VIII. The FRANCHISEE agrees to ensure strict quality control and hygiene

including the MOQ at all its outlets.

IX. The FRANCHISEE acknowledges and agrees that it shall look after all the

day to day challenges of its outlets as per the training of the franchisor.

X. The FRANCHISEE acknowledges and agrees that it shall solve all the legal

statutory and licensing in its territory.

XII. The FRANCHISEE unconditionally agrees that it cannot change the brand

name THEKA. The FRANCHISEE unconditionally agrees that during the

term of this Agreement and for a period of four years thereafter it will not

13 | Page
 directly or indirectly venture in to the same business (as the franchisor) or

use the Proprietary & Confidential Information of the franchisor of this

agreement, for its own commercial purposes which shall include starting a

new business (directly or indirectly), using the same in its existing business

or for its any other purpose whatsoever. The franchisee also agrees that

during the term of this Agreement and for an indefinite period thereafter it

will not directly or indirectly endeavor to entice away from the franchisor or

any of the franchisor's related entities any person or organization who is a

client, employee or customer of the franchisor.

5. MANUAL

I. The Franchisee shall ensure that the Manual is kept up to date in English

with any alterations or improvements in the System and the operation of

the Business. The Manual, the translations of it and the copyright in it shall

at all times remain the property of the Franchisor. In the event of any

dispute as to the content of the Manual, the authentic copy of it shall be the

copy kept as such by the Franchisor.

6. BUSINESS/SYSTEM MODIFICATIONS

I. The FRANCHISEE acknowledges and agrees that Franchisor may from

time to time hereafter add to, subtract from, modify or otherwise change the

business/system, including, without limitation, the adoption and use of new

or modified trademarks or trade names, new products or services and new

techniques in connection therewith, and the Franchisee agrees, at its own

cost, to promptly accept, implement, use and display all such alterations,

modifications and changes.

14 | Page
 7. REVIEW OF THE FRANCHISEE’S BUSINESS

I. The Franchisor shall make one or more visits every quarter, by such

members of its staff, to monitor the standards maintained by the Franchisee

in the Franchise Business. For such reviews the Franchisee shall bear the

cost of man days @ _______ /- per day and all other reasonable expenses

of such staff with mutual consent.

II. In order to try and ensure that the business is operated to a consistently

high business standard and to maintain the common identity and

reputation of the food outlet, the Franchisor may review and audit business

regularly or as often as it may deem necessary. The Franchisee must provide

all information and documentation and other matters required by the

Franchisor in order to carry out such reviews and audits. An appropriate

Reward - penalty system would be introduced by the Franchisor as and

when deemed necessary.

8. OBLIGATIONS OF THE FRANCHISEE

In order to protect the goodwill and reputation of The Franchise Business and

maintain its common identity, the Franchisee agrees, during the Term, to observe the

obligations set out below.

I. OPERATIONS

Representative of the Franchisee shall train himself along with other staff for

understanding business and its complexities to be able to manage day to day

business. No change in ownership structure shall however be permissible under

this contract. No change will be made without prior written consent of the

Franchisor. The Franchisee would abide to use items only after approved by the

Franchisor. Use of items without approval of the Franchisor would tantamount to

revocation of the agreement.

15 | Page
 a. Carrying on the Business:

The Franchisee must carry on the Business at all times during the Term to the

highest possible standards, under the Marks and no other name, and use its best

endeavors to promote the Marks in the Territory.

b. Expansion Plan:

It is agreed by the franchisee that if it is unable to give results according to their

commitment with the franchisor then in such case the franchisor has the authority

to enter into the same location as well as sell a franchisee. The franchisee agrees to

the same unconditionally.

c. Equipment and materials:

The Franchisee must ensure that any of the Equipment and Materials or other

items that are required in the business are purchased only after the approval of the

same by the Franchisor. The Franchisee shall be responsible financially and

otherwise to procure the equipment and materials as per the directions of the

Franchisor.

d. Commencement:

The Franchisee must only commence Franchise Business when their staff have

received the Initial Training from the Franchisor pursuant to this agreement and

have been approved by the Franchisor. The Franchisee also agrees that it can only

commence the Franchise business when it has made all the payments whatsoever

to the Franchisor which are necessary and agreed between the parties.

e. Communication links:

The Franchisee must maintain the communication link: with the Franchisor as

specified in the Manual, including e-mail.

f. Compliance with regulations etc:

16 | Page
 The Franchisee must comply with all local, and national laws, statutes and other

regulations and non-legal requirements in particular those concerning safety

standards, fire regulations, health and safety of the working environment for

employees, contractors and the public, relevant data protection legislation,

consumer legislation and regulations relating to the storage and use of

inflammable material and related services as applicable or desirable for the

Franchisee business in addition to those specified in the Manual from time to time.

The Franchisee will obtain all the required licenses and comply with applicable

statutory stipulations for running a food outlet. The applicable taxes, Cess, duties

Municipal taxes, Octroi, etc., would be sole responsibility of the Franchisee.

g. Conduct:

The Franchisee must not engage in any activity or practice that may reasonably

anticipate to result in public criticism of the business of the Franchisor.

h. Diligence:

The Franchisee must use its best endeavors to maintain the highest standards in

all matters connected with the business and observe the highest standards of

integrity, and courtesy in its dealings with members of the public the Franchisee

must carry on the Business diligently and in a manner in all material respects

satisfactory to the Franchisor from time to time to maintain its image and

reputation. The Franchisee must not conduct Business; or use the Marks in any

way that may adversely affect the reputation of the Business of the Franchisor.

i. Employees:

The Franchisee must ensure that all its employees are adequately trained by the

Franchisor as specified in the Manual. If any of the employees does not satisfy the

standards of the Franchisor, then the Franchisee must forthwith remove the said

employee. The Franchisee shall make a request for providing staff to the

Franchisor in writing and the Franchisor shall provide the staff (if available)

17 | Page
 accordingly on chargeable basis and such charge shall be mutually agreed by both

the parties.

j. Kitchen Master:

It is agreed that one kitchen master will be hired and trained by the company and

it is further agreed that the salary of the kitchen master can be anywhere upto INR

18,000/- depending on the location of the franchise. It is also agreed that there

shall be two more helpers to be hired in the PU. It is agreed that the salary of all

the employees will be credited by 7th of the month. It is also agreed that if at any

point of time the franchise employee strength goes above 20 PF and ESIC will be

applicable. It is agreed that no employee will be allowed in the franchise kitchen of

the sales point without ID cards. It is agreed that the replacement hiring or

termination of employees to be informed to the HR department. It is agreed that

all the employees sign non-disclosure agreements. It is also agreed that the

franchise will maintain a hospitable work environment at all times. It is agreed that

no physical or verbal abuse towards employees will be tolerated. It is hereby agreed

that in case of a failure to comply with any of the above rules ___ penalty will be

charged

k. The Manual:

The Franchisee must operate the System in the Territory properly and strictly in

accordance with the Manual.

l. Other services:

The Franchisee must not undertake any beverage, food or catering business other

than the Franchise business using Franchise marks or recipes or know-how or

menu or system or infrastructure or the team. The Franchisee must also not in any

circumstances be involved in any business at the premises other than the said

business during the Term without prior written consent of The Franchisor. The

18 | Page
 Franchisee agrees to do online business only after franchisor’s approval including

Swiggy, Zomato or any other aggregator.

m. Stationery:

The Franchisee must use only such stationery, invoices, quotation forms,

contracts, other documentation and literature of whatever nature in its dealings

with third parties as may be approved by the Franchisor from time to time. The

stationery supplied by the Franchisor would be on chargeable basis.

II. GENERAL

a. Admission and Statement:

The Franchisee must not make any admission of liability, negotiate or agree to

make any settlement, or pay any damages to any third party without the written

consent of the Franchisor.

b. No Partnership:

Nothing in this agreement or arrangement of which it forms a part, nor the

performance by the Parties of their respective obligations under any such

agreement or arrangement, shall constitute a partnership between the Parties.

c. Advertising:

The Franchisee must contribute entire amounts as determined by the Franchisor

to the centralized advertising undertaken from time to time. The Franchisee may

contribute its ideas for creativity etc. however the decision of the Franchisor

regarding creativity, layout, selection of media, time of release etc., shall be final

and binding. In addition to the centralized advertising, The Franchisee may

undertake, with prior approval of the Franchisor, such other advertising as may

deem fit at its own cost in WRITING. All the designing will be done and approved

by the Franchisor.

19 | Page
 The Franchisee is liable to incur an expense of a monthly sum equivalent up to 2%

(two percent) of the total monthly gross turnover as applicable and the same shall

be given away to the Franchisor for promotional and advertising expenses. The

Franchisor is not liable to give account of such utilization to the Franchisee and

that such amount if under-utilized by the Franchisor shall not be set off against the

next monthly sum payable by the Franchisee to the Franchisor. The Franchisee

agrees that if in losses, the unit will have to invest a buffer amount of 1 lakh in

marketing as informed by the licensor.

d. Competition:

The Franchisee must not during the Term and for four years thereafter be directly

or indirectly engaged, concerned or interested in a business similar to the Business,

including having a financial interest in such a business that may enable the

Franchisee to influence its economic conduct.

e. Confidentiality and undertakings:

The Franchisee must not divulge or communicate to any person (other than to

those whose province it is to know or upon instructions or with approval of The

Franchisor), or use for the own purposes or for purposes other than business of the

Franchisee and any of the Recipes or Menu or Know-how or System or trade

secrets of the Franchisor or other confidential information. The Franchisee may

have received or obtained during the Term of this agreement or any renewal of it.

The Franchisee must use its best endeavors to prevent the publication or disclosure

by any other person of any such trade secrets or other confidential information.

This restriction shall apply indefinitely but shall cease to apply to information that

has come into the public domain other than by way of breaching this clause by the

Franchisee. The Franchisee must ensure that all of its employees and sub-

contractors sign the agreement, approved by the Franchisor of employment

20 | Page
 contract immediately before commencing their employment and that the

Franchisee must sign an undertaking of confidentiality and non-competition in a

form of an agreement approved by The Franchisor.

f. Finance:

The Franchisee must ensure that it has adequate finance, including working

capital, to discharge its obligations under this agreement.

g. Goodwill:

The Franchisee agree that all goodwill in the System, the Marks and Business

belongs to the Franchisor and that any additional goodwill generated from the use

or exploitation of the System, the Marks and the Concept of the Business belongs

to the Franchisor.

h. Business Growth:

The Franchisee must use its best endeavors to establish, maintain and grow the

business in the Territory.

i. Liability:

All costs and liabilities of running the business shall be borne exclusively by the

Franchisee and/or the Franchisor shall not be liable or pay for any costs of the

Franchisee. The Franchisee agrees that the processed coffee to be consumed within

62 hours of conversion if stored in the right setup.

j. Indemnity:

The Franchisee must indemnify the Franchisor and keep indemnified against all

loss, damage or liability incurred by the Franchisee as a direct or indirect result of

conduct of the Business, acts or omissions, including by way of example only all

costs, claims, suits, actions, proceedings, damages, losses, penalties, fines,

liabilities and expenses of investigation and defiance of any claim, including legal

21 | Page
 fees and disbursements and consultants' fees disbursements, consequential or

otherwise, arising out of.

i. a failure to comply with or contravention of any laws, applicable present and

future authorizations, registrations, duties of care, codes of conduct,

regulations, notices, permits, consents, approvals and licenses issued,

imposed or directed by any relevant body relating to the protection of the

environment, use of property, harm to human health, injury, damage or loss

whatsoever to any person or property;

ii. use of the Marks or the System by the Franchisee;

iii. the deliberate act, error or omission by the Franchisee or its employees or

agents, or

iv. any failure by the Franchisee or its employees or agents to comply with any

provision of this agreement or the Manual.

k. Inspection and access to employees and clients:

The Franchisee must permit the Franchisor (and also give a key) or its authorized

staff without any further or other authority or notice to visit the Premises, to

inspect the quality of the Business and the Services and to speak to clients and

employees at the Premises or elsewhere about the Business and the Services

provided by the Franchisee so as to ensure that the standards associated with the

Marks are being achieved and maintained.

l. Insurance:

The Franchisee must insure with a, major reputable insurance company with cover

at a prudent level appropriate for the Territory (or such other minimum sum as is

advised from time to time by The Franchisor) against all normal and reasonably

foreseeable risks relating to the conduct of the Business and the provision of the

Services and use of the Equipment and Materials as specified in the Manual,

including without prejudice to the generality of the foregoing:

22 | Page
 i. public and employers’ liability,

ii. service liability, howsoever arising,

iii. all risks insurance for the full replacement value of all Equipment and

Materials, fittings and stock and other items used in the Business in the

Territory damaged as a result of fire, flood, explosion impact, vandalism,

burglary and loss of profits of the business of the Franchisee.

iv. buildings insurance in respect of the Premises,

v. key person insurance to cover the death or incapacity of (name of key

person) for the Term of this agreement or any renewal of it,

vi. any other insurance necessary in the Territory.

m. Market development:

The Franchisee must keep the Franchisor informed of market developments in the

Territory and of any material plans for development in the Business that could

have an effect on the Franchisee business, and must immediately notify the

Franchisor in writing of the full details of any party seeking or offering to provide

the Services of similar or competing services or to carry on the Business or a similar

business in the Territory.

n. Misappropriation of funds:

The Franchisee must not:

i. withhold, misdirect or appropriate for its own use any funds withheld from

its, employees' wages for taxes, insurance or other benefits,

ii. generally fail to deal fairly and honestly with its employees or clients, or

iii. Knowingly permit any agent or employee to embezzle any funds or property

of any of its other employees or clients, or having discovered the facts fail to

take any action against or discharge him.

o. Name:

23 | Page
 The Franchisee must not use the mark/name THEKA or any name resembling it

as part of its company's name or business name, either during the Term or after

termination or expiration of it. The Franchisee may, however, use the Marks as its

trading name during the Term provided that they are used only in accordance with

the terms of this agreement.

p. Note of Status:

The Franchisee must not hold itself out as or describe itself as an agent of The

Franchisor, or in any way pledge the credit of The Franchisor. The Franchisee must

include clearly on all literature and correspondence and display prominently a sign

or notice board at the Premises the statement 'An independent business owned

and operated by Theka Coffee Pvt Ltd under the mark/name THEKA and under

a license from licensor Mr. Bhupinder Madaan. The Franchisee must take all

other reasonable steps to publicize the fact that the Franchisee is only the

Franchisee and is in no way connected to the Franchisor.

q. Other Interests:

The Franchisee must not carry on any other similar business in the premises or be

involved in any other similar business elsewhere for the Term of this agreement

and any renewal of it, save as approved by the Franchisor. Before the signing of

this agreement the Franchisee must disclose to the Franchisor in writing, a list

disclosing its full business interests. The list must be kept regularly updated.

r. Premises:

The Franchisee must carry on the business from the Premises as in consent

obtained from the Franchisor and from no other place. The said expense of renting

or buying the premises will entirely rest on the Franchisee, financially and

otherwise.

s. Updates:

24 | Page
 The Franchisee must provide with copies of any amendments made to its

constitution and also to provide with any agreement if entered to with others.

j. Use of The Know-How:

The Franchisee must not use the Know-how for any purpose other than

exploitation of the business, and must not disclose the Know-how to third parties.

k. Software

The Franchisee must comply with the terms of the Software License (if any)

prescribed or supplied by the Franchisor. Modification of the system from time to

time needs to be accepted by the franchisee.

III. CORPORATE ISSUES:

a. Constitution

The Franchisee must not change its constitution without prior written consent of

the Franchisor, such consent to be given at the sole discretion of the Franchisee.

However, the Franchisee can only exercise his discretion in a situation as and when

such a change is directly affecting the business.

b. Appointment of an executive:

The Franchisee must appoint and at all times during the Term have in position, a

full-time person ('an executive') to run the business on a day to day basis. Any

person appointed must be previously approved by the Franchisor, and at all times

after his or her appointment be acceptable to the Franchisor such approval and

acceptance not to be unreasonably withheld.

25 | Page
 If a new executive approved by the Franchisor is not appointed within [90 days] of

the previous executive ceasing to be employed by the Franchisee, the then

Franchisor shall be entitled to terminate this agreement on [30 days'] notice

without liability.

9. UNIT FRANCHISE FEE

I. Upon the execution of this Agreement, Franchisee shall pay to Franchisor a

fee of INR _______/- (Plus 18% GST), which is non-refundable.

Franchisee acknowledges and agrees that the Franchise Fee is paid as

consideration for Franchisor granting the Franchisee the right to develop,

open and operate the food outlet and that such fee is fully earned by

Franchisor at the time this Agreement is executed, and that such fee shall

not be refundable for any reason.

II. Delayed payment will attract late payment charges. Time is the essence of

this clause and needs to be adhered to strictly. Gross Sales shall mean the

amount of sales of all products and services sold in, on, about or from the

food outlet, together with any other revenues derived from the operation of

the food outlet, whether by Franchisee or by any other person, whether or

not in accordance with the terms hereof, and whether for cash or on a

charge, credit.)

26 | Page
 III. All overdue payments for Advertising Fees and other fees required to be

paid hereunder shall bare interest from the date due at the maximum rate

24% per annum but not more. Interest shall accrue on all late payments

regardless of whether Franchisor exercises its right to terminate this

Agreement as provided for herein. In addition to its right to charge interest

as provided herein, Franchisee acknowledges that Franchisor has the right

to set-off amounts that the Franchisee owes Franchisor against any

amounts Franchisor may owe Franchisee. All the above-mentioned

payments should be made by cheque, electronic clearing system in the

account of the Franchisor.

10. INTELLECTUAL PROPERTY

I. Franchisee acknowledges and agrees that nothing herein contained shall

give Franchisee any right, title or interest in and to the Marks (of THEKA),

except the non-exclusive right to use the Marks in connection with the

operation of the food outlet in accordance with the terms of this Agreement.

II. 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.

III. Franchisee will not seek to register, re register 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

27 | Page
 symbolized by the Marks except insofar as such action inures to the benefit

of and has the prior written approval of Franchisor.

IV. 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 food outlet.

V. Franchisee hereby acknowledges that Franchisor owns and controls all

Intellectual Property Rights in the mark/s THEKA and Franchisor has

obtained a franchise from the Franchisor.

VI. In order to protect the Marks and the goodwill associated therewith,

Franchisee shall, unless Franchisor otherwise consents in writing:

a. Only use the Marks designated by Franchisor through Franchisor,

and only in the manner authorized and permitted by Franchisor

through Franchisor;

b. 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;

c. Only use the Marks for the operation of the BEVERAGE & FOOD

OUTLET and only at the said location, or in advertising for the

business conducted at or from the said location;

d. Franchisee may not use any of the Marks in any part of any domain

name or electronic address, which has not been approved by the

Franchisor;

28 | Page
 e. Operate and advertise the BEVERAGE & FOOD OUTLET only under

the name "THEKA" or such other Marks as Franchisor may designate

from time to time;

VII. Franchisee shall promptly inform Franchisor in writing of any infringement

or imitations of any Marks and Franchisor shall convey the same without

any delay to the Franchisor, or any act of unfair competition against

franchised business 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 only through the Franchisor.

I. 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. The

costs of any such action shall be paid by Franchisor and any recovery

obtained from such infringers shall be paid to Franchisor.

II. If Franchisor decides to change, add or discontinue use of any Mark,

or to introduce additional or substitute Marks, Franchisee, upon a

reasonable period of time after receipt of written notice, shall take

such action, at its sole expense, as is necessary to comply with such

changes, alteration, discontinuation, addition or substitution.

Franchisor/Franchisor shall have no liability for any loss due to any

new Mark or discontinued Mark.

29 | Page
 III. Except for the rights granted in this agreement, each party will retain

all interest in and ownership of its Intellectual Property existing

prior to this agreement or developed outside the scope of this

agreement. Any Intellectual Property developed solely by a party

under this agreement without the participation of the other party is

and will remain the sole and exclusive property of the developing

party.

11. THE FINANCIAL OBLIGATIONS

I. The Franchisee must pay to the Franchisor or its nominee from time to time

the following sums without deduction or set-offs. The tax liability rests with

the Franchisee.

a. Immediately upon signing this agreement the Franchisee Fee;

b. within 07 days of the date of an invoice presented to the Franchisee

by the Franchisor, the costs of any centralized advertising,

promotional aids and other goods or services supplied to the

Franchisee by the franchisor during the period of that invoice;

c. within 07 days of the date of the invoice or on such terms as may be

mutually agreed upon, the cost of the Equipment and Materials

invoiced to the Franchisee by the franchisor;

d. The costs outlined regarding the Initial Training and our review visits

to the Territory, which must be paid directly by the Franchisee in

advance.

e. Fixed Food Items to be ordered from the Central Kitchen and/or

Bakery vendor of the Franchisor on a cash and carry basis.

30 | Page
 f. Snacks / raw materials / packaging materials to be ordered from the

Central kitchen/vendor, payment for which have to be made as per

mutual understanding between the both the parties.

g. Annual maintenance contracts to be signed and adhered to as per

company's policy.

h. Expenses related to any aesthetic changes, maintenance, display

materials (price list etc for rate changes, new items, introduction etc)

to be borne entirely by the Franchisee.

i. All damages to products, fixtures or other parts of the property

should be fixed as possible. The cost for the same is to be borne by

the Franchisee.

II. Interest shall be payable on all sums due in accordance with this agreement

at 18% per annum at quarterly rests until payment is received, before as well

as after any judgment.

III. All sums payable to the Franchisor must be paid by demand drafts payable

at par Ahmedabad or by any other method of payment reasonably required

by The Franchisor.

IV. All money paid to the Franchisor under this agreement shall become the

sole property of the Franchisor upon payment of it and shall be deemed to

be fully earned at the time of payment and shall not be refunded under any

circumstances.

12. THE ACCOUNTS OF THE FRANCHISEE

I. The Franchisee must maintain proper books of account relating to the

business as required by the Franchisor from time to time and keep them on

31 | Page
 the Premises. The Franchisee must engage a chartered accountant to

prepare annual accounts for the business.

II. The Franchisee shall be liable to maintain day to day purchase, wastage and

closing (of the franchise business) in the software as provided by the

franchisor. The Franchisee shall provide daily & monthly turnover figures

and Daily sales figures at the end of each day. Further within 60 days after

the end of each financial year of the franchisee Business, the Franchisee

must supply the Franchisor with an audited certificate as to its head-wise

gross turnover during that year calculated in accordance with this

agreement.

III. Within 180 days after the end of each financial year of The Franchisee

Business, the Franchisee must supply the Franchisor with a certified copy

the audited profit and loss accounts and balance sheet of The Franchisee

Business for that year and such other accounting and financial information

relating to it as The Franchisor we may reasonably require.

IV. During the internal audit, if the Franchisee is found to be guilty/aggrieved

of not doing it properly or is not according to the terms of this agreement,

then the Franchisor is liable to terminate this agreement by serving a short-

term notice to the Franchisee.

13. TERMINATION

I. Events of termination:

a. The FRANCHISOR shall have the right to terminate this Agreement

upon giving one month written notice to the other without assigning

any reason whatsoever.

32 | Page
 II. Effect of Termination:

a. Upon expiration or termination of this Agreement, the Franchisee

shall not be bound to take back the services sold to the Franchisor.

b. The Franchisor shall not be liable for any portal specific

commitments made by the Franchisee to any third parties, including

any interior expenses, lease rents and other statutory liabilities.

c. Within seven (7) days after the effective date of expiration or

termination, the Franchisee shall return to Franchisor all copies of

the manual, all other confidential material provided to the

Franchisee by Franchisor and all other materials required to be

returned in The Franchisee shall immediately discontinue the

operation of the Franchised Business, system and the use of the

Marks/Intellectual Property and other proprietary rights licensed

under this Agreement, and similar names and marks /Intellectual

Property, or any other designations or marks associating the

Franchisee with system.

d. The Franchisee shall cease displaying and using all signs, stationery,

letterheads, packaging, forms, marks, manuals, bulletins, instruction

sheets, printed matter, advertising and other physical objects used

from time to time in connection with the its system or containing or

bearing any of the marks/Intellectual Property and other names,

marks or designation, and shall not thereafter operate or do business

under any name or in any manner in violation of this agreement or

that might tend to give the general public the impression that it is

associated with Franchisor or that it is operating a business similar

to the business or that it previously conducted its business under the

Marks /Intellectual Property;

33 | Page
 14. NOTICE

I. Any notice required to be served upon the Franchisee shall be sufficiently

served and given if delivered by Email or Registered AD Post or delivered

personally, at the address first given above, duly acknowledged by the

Franchisee. Any notice that may be required to be served upon Franchisor

shall be sufficiently served and given if delivered by Email or Registered AD

Post or delivered personally at the address first given above and duly

acknowledged by the Franchisor.

15. FORCE MAJEURE

I. In the event that any party hereto is delayed or hindered in the performance

of any act required herein by reason of strikes, epidemic, pandemic,

lockdowns, lock-outs, labour troubles, inability to procure materials, failure

of power, restrictive governmental laws or regulations, riots, insurrection,

war or other reasons of a like nature not the fault of such party, then

performance of such act shall be excused for the period of the delay and the

period for performance of such act shall be extended for the period

equivalent to the period of such delay, up to a maximum of three(3) months.

The provisions of this section shall not operate to excuse the Franchisee

from the prompt payment of any fee or other payment due to Franchisor

pursuant to the provisions of this Agreement.

16. CHOICE OF LAW AND JURISDICTION

34 | Page
 I. This agreement shall be governed by and construed according to Indian

laws by the Court in Ahmedabad.

17. ARBITRATION:

I. "Any dispute or difference arising out of or in connection with this

Agreement, including any question regarding its existence, operation,

termination, validity or breach thereof shall be referred to and finally

resolved by arbitration as per the Arbitration & Conciliation Act, 1996 and

he seat for all such proceedings shall be at Ahmedabad. The proceedings

shall be in English and the arbitration award shall be final and binding on

the parties."

IN WITNESSES WHEREOF, the parties, intending to be legally bound, have caused

their duly authorized signatories to execute and deliver this AGREEMENT as of the day

and year first above written.

___________________ _________________

For FRANCHISOR For FRANCHISEE

MARK

35 | Page
 THEKA

Annexure A

Area/ Location of Self owned Outlets in _______

1. ________________________________

2. ________________________________

3. ________________________________

36 | Page
37 | Page