/\

IEES- ;
==
T G

Ger0$,o *.rm KERALA L 057 632

F

H
THIS MEMORANDUM 0F UNDERSTANDING is entered into on the
g
hI
z8tt day of November,2023.
..

s
H

E
\

H t

f\jf I**".(Q,(- r il f,tlll

H
D PARTY
ata

H Tit!uk:*i6,t:r at,

l-lin,,'r,'I. .lr 3 [U$

'tfi
$ -, .a
By and between:

1. CHEF LEBNON CONSALTENTS s.a.r.l having its registered

office at Block B, 1st Floor, Dandacli Building, Saida, Lebanon
represented by its FADI EL REWEISSATI holder of Passport
No: LR1593384 permanently residing at lezzine K Farjarra
Dandachli Old Project Before Last Building First Floor Saida
68O and is hereinafter referred to as the "FIRST PARTY",
which expression shall, unless it be repugnant to the context
or meaning thereof, be deemed to mean and include its
successors and assignsJ of the ONE PART.

AND
2. M/S A,FAN INTERNATIONAL RETAILS LLP (LLPIN: AAR.
6g3L) having its Registered Office at Vl/1t3, Nechikkattil
house, Panakkad road, Mattathur PO, Malappuram Kerala
676528 represented by its Designated Partner, Mr
NECHIKKATTIL M O HAMMED KUTTY, p ermanently resi ding
at Nechikkattil house, Panakkad road, Mattathur PO,
Malappuram District and is hereinafter referred to as the
'SECOND PARTY', fwhich expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to
mean and include its successors and assigns) of THE OTHER
PART;

FIRST PARTY OND PARTY

RECITALS:
WHEREAS the First party, Chef Lebanon Consaltents s.a.r.l, a Foreign
company based at Lebanon are specialized in Restaurant Themes,
Fine Dining, Coffee Shops, Casual Dining, Bars & Pubs, Food Courts,
Cafeterias, Banquet Halls, or a Ballroom, having over 30 years of
experience in the Hospitality industry. With expertise in helping a
number of leading F&B businesses in Lebanon, Saudi Arabia, Egypt,
lndia, UAE, Austria, and Germany to increase profits, CL helps
entities in various countries to start up their business in the right
way-

WHEREAS, the Second ParSr is a limited liability partnership firm

incorporated on 23/O7/2O2O to carry on the business of hotel,
restauran! cafes, snacks bar, leisure center, boarding and lodging
etc aligned with the activities of hospitality and also engaged in the
business of serving, distributing, buying, selling trading, importing,
exporting of various drinks, foods, bakery product & confectionery
items i.e sweets, cakes & pastries, cookies, dates, nuts, dry fruits,
almonds, walnuts & cashews etc carried out in [ndia & abroad on
retail basis and provide various value added services.

WHEREAS, the Second party has approached the First party, to create and
develop new and innovative ideas in the F&B business undertaken by the
former and to run the business of hotel and hospitality services in a

professional manner.

WHEREAS the first party has consented to guide the Second party
through a creative strategy and best practices to start the business
of the first party in the right way. t

FIRST P PARTY
WHEREAS, both the parties, have mutually decided to carry on the
business in joint venture by constituting a Company, registered
under the Indian Companies Act-2013, having its registered office at
IVITOB Ajfan Hotels, ChanguvetLy Kottakkal, Malappuram Kerala
6765A3 with the object to carry on the business of hotel,
restaurant cafes, snacks bar, and related hotel and hospitality
service as a franchise restaurant being managed and administered
by the first party under its logo and brand name, solely owned and
financed by the second party.

WHEREAS, both the partners, have mutually decided to carry on

the business in Partnership with effect from 28.LL.2O23 on the
following terms and conditions.
AND WHEREAS the parties herein have found it necessary to formulate the
terms of this MOU and reduce the same into writing.

NOW THEREFORE THIS MEMORANDUM OF UNDERSTANDING IS

EXECUTED BETWEEN THE PARTIES HEREIN WHICH WITNESSES
AS HEREUNDER;

1. AGREEMENT:
The parties to this MOU have entered into a foint Venture
business with the objective of running, operating and
managing a franchise restaurant of the second party under
the name of Chef Lebanon (First Party) as a Partnership
Firm.

FIRST PARTY SECOND PARTY

 The name of the restaurant/Firm shall be "AJFAN
HOSPITALITY LLP' (Hereinafter referred to as the said
restaurant). Both the parties shall enter into a partnership
and execute a written partnership deed incorporating such
terms and conditions as may be mutually agreed upon.
2. PLACE OF BUSINESS:
The registered address of the business shall be at
|Y/7OB Ajfan Hotels, Changuvetty Kottakkal, Malappuram
Kerala 6765A3 and the business of the company shall be
conducted at such place, or such other place or places as may
be mutually agreed between the parties.
3. TERM:
This MOU shall be deemed to have come into force on the date
of execution specified hereinabove and shall stand terminated
upon the completion of an initial period of 5 years (Initial term).
Upon the expiry of the initial period, the MOU shall be
renewed for a further period of 5 years and as such would be
extended as per the mutual agreement between the parties
contained herein, subject to the conditions of termination of the
MOU.
4. TERMS AND CONDITIONS
a. That the First Party has acceded to permit the second
party to run a franchise restaurant under the brand name
of Chef Lebanon and use the name in the Logo, in due
compliance within the ambit of license and accreditation
granted by the competent authorities and subject to the
provisians of all applicable laws in the regard
a

FIRST P P
 b. The First Party shall perform the franchise management,
administrdtion, and supervision of the aforementioned
restaurant premises of the second party to ensure the
quality service. The management of restaurant shall vest
with the First Party represented by the CEO.
c. That the First party shall provide consultanry services to
open the franchise restaurant by the second party and
has agreed to provide the right to use the culinary concept
and the recipes developed by the first party in the said
franchise restaurant run by the second party. The
culinary concept and recipe shall include providing the list
of culinary equipment to be used, providing list of recipes
and list of ingredients, providing list of items to be stored
to avoid any shortages, lowering food cost and perishable
material stored etc.
first Party by virtue of
d. It is specifically provided that the
this MOU is entering into an obligation to actually carry
out and execute the menu design and optimization of the
said franchise restaurant. The First party shall introduce new
and exciting menu in the said restaurant.

e. The Second Party shall bear all expenses incurred in lieu

of setting up the said franchise restaurant, its d6cor,
designing etc., as per specification of the First Party
encompassing the floor plan layout, Interior, design
material, color etc. in designing of the restaurant and the
infrastructure facilities/ materials and furniture and
fittings are installed as per the infrastructure
specifications and strict supervision of the First Party. The
First shall extent assistance to acquire cost effective
FIRST SECOND PARTY
\ \
 quotations to purchase the required furniture, equipment
and materials.
f. The First party shall design the Kitchen Layout after
conducting a due diligence study and the Second Party
shall implement the design provided by the First Party.
The Kitchen Layout shall be implemented with efficient
and functional use of space and maintained under the
supervision of the First Party. The First party shall ensure
that the equipment used meet the standard specifications
and the smooth flow of work at the kitchen abiding by the
safety regulations, without any hindrance.
g. That the initial setting up of the Franchise Restaurant
Business will be coordinated and assisted by the professional
team of the First Party. The First Party shall recruit required
number of qualified and experienced managerial, technical
and administrative staff for the efficient operation of the
Franchise Restaurant Business-

h. That the First Party shall ensure that the designated staff
and the respective employees appointed for the purpose of
the Franchise Restaurant Business adhere to the quality
and proper and periodical training are imparted to the
staffs on a timely manner.
i. That the first party shall select a staff uniform design that
will reflect the concept of the said restaurant.
j. That the sourcing of the manpower shall entirely be the
responsibility of the First Party.
k. That all food items, ingredients and store supplies must be
procured from the first party to ensure the quality and
authentic taste.

FIRST SECOND PARTY

L
 l. That the First Party shall not undertake/commit any
franchise agreement in India without the prior written
consent of the Second Party. In case the First Party
intends to open any other franchise restaurant in any
party of India, the same shall first be offered to the Second
Party and shall be offered to a third party only incase the
latter express their unwillingness to accept their offer.
m. Thefirst party is entitled to manufacture/produce the
sweets, cakes & pastries, cookies and confectionaries
under their brand name and this MOU shall not in
an5rway obstruct to market and sell the same in and
outside India.
5. CAPITAL CONTRIBUTIONS
That the initial investments and subsequent capital
contributions towards the working capital requirements shall
solely be made by the Second Party as and when the
circumstances necessitate. The First Party shall not make
any financial investment in any nature whatsoever, other
than the technical and managerial support.
6. FINANCIAL TERMS
The second party has agreed to pay a sum of 5OO0 USD fFive
Thousand US Dollars) on a monthly basis as consultancy fees
upon signing the MOU up to the day the restaurant becomes
operational. The First Party has agreed to start the
Restaurant operations on or before 3L/O3/2024.\n the event
ofdelay due to the actions of First Parfy or due to unforeseen
circumstances, the Second party reserves the right to
withhold the Consultanry Fees as agreed upon.

FIRST SECOND PARTY

r=
 Thereafter, in addition to the above, Second Party shall pay a
sum of 2000 USD [Two Thousand US Dollars) to the First
Party on a monthly basis as Remuneration for the operational
and business management.

Terms and Conditions:

r The Second Party shall extend its full-fledged support and
co-operation during the course of project management by
the First Parfy.
o The Second Party shall arrange visa and
accommodation to first party personnel at Second
Party's cost in addition to the Consultancy Fee as
agreed above.
o Salaries and emoluments payable post commencement
of business shall be paid by the second party to the
employees hired by the LLP in the routine course of
business operations.
7. PROFTT/LOSS SHARING:
a. [n consideration to the investments made by the Second Party
including the investments made on building, equipmen!
machinery, and infrastructure viable for the restaurant
business being made available, as also for the, ideas, design
administration and management of the restaurant by the First
Party, the net profit of the firm shall be shared as follows:
1. First Party. @ 35o/o; and
2. Second Party @ 650/o

FIRST PAR SECOND PARTY

\
J

b. That the "Net Profit" means any and all Net profit accruing to
the business as per profit and loss account as prepared under
accounting principle and guidance not issued by ICAI
considering all expenses and provisions, after making
provision for depreciation, Income tax, GST, payment to
suppliers and payments towards consumption of electricit5r,
water etc.

c. That both the Parties agree that, the Consultancy Fee paid py the
Second Party to the First Party during the course of Prciject
Management shall be appropriated towards the Investment
commitment by the First Party for its appropriate stake in the
LLP to the tune of 35o/o provided in Clause Supra. That the
First Partyshall be entitled to its appropriate share in the Profits
attributable from the LLP only post adjustment of its share in the
LLP profits towards its Capital Contribution to the extent of
Consultancy Fee paid by the First Party during the stage of
Proiect Management as agreed upon
8. OPERATIONALCOVENANTS
a. The books of accounts shall be kept and maintained at the
restaurant premises by a person authorized by both the parties
and both the parties are entitled to inspect the books of accounts
at regular business hours.

b. That repairs and maintenances if any to the Furniture and

Fittings/Equipments in the restaurant premises shall be carried
out by the First Party and the cost shall be borne by the Second
Party.

FIRST SECOND PARTY

t
r

c. It is specifically provided that the partnership is entitled to make

internal alterations and modifications without affecting the
building structure with the permission of the First party to
ensure the smooth functioning of the restaurant operations and
the cost thereon shall be borne by both the Second Party.

d. That the disposal of waste generated by the restaurant shall be

disposed scientifically as per the guidelines of the local authority.
The waste management and disposal shall be the responsibility
ofthe Second Party.

e. The Parties herein have mutually agreed that no party shall raise
any claim nor shall be entitled under this MOU to enter into
subcontract with any third party for the rights and/or for the
performance of duties and/or for any purpose enshrined in this
MOU. The contracts, if any, entered into by either of the parties to
such effects shall stand null and void. However, the parties
reserve the rights to make such assignments and/or subcontracts
subject to the prior approval of tJle other party.

f. It is mutually agreed between the parties that a statement of

profit and loss depicting the financial results of the partnership
firm shall be prepared at the end of every financial year i.e 31st
day of March.

g. That the parties to this MOU shall have no liability to the other
for any loss suffered which arises out of any action or inaction if,
in good faith, it is determined that such course of conduct was in
the best interest of the partnership business and that such course
of conduct did not constitute negligence or misconduct. The
parties to this MOU shall be indemnified by the other against
losses, judgments, liabilities, expenses, and amounts paid in

FIRST SECOND PARTY

l
 settlement of any claims sustained by it in connection with this
MOU.
9. CONFIDENTIALITY
a. That the MOU expressly acknowledges and agrees that the first
party shall not be entitled to the profit of the business of the
second party except for the partnership business as per this MOU
and vice versa.

b. That in the event of dispute and consequent termination of this

MOU, the parties are not authorized to use the trade name of the
other party. The parties reserve the right to legally sue the other
parry for such unauthorized usage of trade name/brand name.

c. That the parties hereby agrees not to disclose or communicate, in

any manner, either during or after the term of this MOU, any
information about the other party, including but not limited to
the marketing strategies, operations, or any other information of
any kind which would be deemed confidential, a trade secret, a
customer list, or other form of information of the other party.

d. The parties hereby acknowledges and agrees the right to

maintain the confidentiality of trade secrets, source code,
website information, business plans or client information or
other confidential information of the other party and each
party is entitled to protect the same.

e. The pafties hereby covenants and agrees that they will not
under any circumstance during the continuance of this MOU,
disclose any such confidential information to any person, firm or
corporation, nor shall they use the same, except as required in
the normal course of the business hereunder, and even after the
termination of the MOU, they shall not disclose or make use of

FIRST PARTY
(
.*
 the same or cause any of confidential information to be disclosed
in any manner.

f. That each party owns the trademark and other intellectual

property created by them over the time, and they shall thereon
have all the necessary rights to retain it. After the expiry or
termination of the MOU, the first party is not entitled to impose
any rights on the trademark or intellectual property created by
the second party or vice versa. Any trade intellectual property
developed, created by first party shall belong to the first party
and that by the second party shall belong to the second party.
1-O. NOTICES IN WRITING:
All correspondence between the parties in relation to this MOU
shall be sent to the address specified herein or to such alternate
address as would be provided by the other party for
communication from time to time.
I1,. TERMINATION:
That it is mutually agreed that this MOU shall be terminated
on the satisfaction of any of the following conditions and on
such terms and conditions as stipulated hereunder:

a. In the event of a breach of a material term which remains

uncured for a period of 60 days after the receipt of notice of such
breach from a non-breaching Party, the MOU shall stand
terminated on completion of 6O days from the date of service of
notice.

b. This MOU shall also be terminable at will of any of the parties

provided a prior notice of 6 months shall be served upon the
other party.

FIRST PARTY
L
 c. In any other case, the MOU shall be terminated after the expiry of
5 years from the date of execution of this MOU as mentioned
hereinabove.

d. Pursuant to the termination of this MOU, for ?ny reason

whatsoever, the First Parfy hereby agrees to vacate the
restaurant premises and shall have no claim on the machineries,
equipments, vehicles and infrastructures therein.
L2. RESOLUTION OF DISPUTES
a. Any and all conflicts, controversies, disputes and/or claims
arising out of or in connection with or in relation to this MOU
including its existence, validity or termination during its
existence or thereafter shall be settled through arbitration in
accordance with the Arbitration and Conciliation Act,1996.

b. That it is mutually agreed that in case of conflicts or disputes, A

Sole Arbitrator shall be appointed by the Parties mutually, and
the decision of the Arbitrator so appointed shall be final and
binding on both the parties. The jurisdiction of Arbitration shall
be Kozhikode District in Kerala State, India.
13. WAI\IER
No forbearance, indulgence, relaxation, or inaction by any Parry
at any time to require performance of any of the provisions of
this MOU shall in no way affect, diminish or prejudice the right of
such Party to require performance of that provision. Any waiver
or acquiescence by any Party for any breach of any of the
provisions of this MOU shall not be construed as a waiver or
acquiescence of any right under or arising out of this MOU or of
the subsequent breach, or acquiescence to or recognition of
rights other than as expressly stipulated in this MOU

FIRST PARTY
\
-a*

r
 L4. ENTIRE AGREEMENT
This MOU constitutes the entire MOU between the parties and
. supersedes any and all other agreements, communications,
representations and understanding either oral or in writing,
between the parties with respect to the subject matter hereof.
1-5. SEVERABILITY
If any provision of this MOU shall be held to be invalid, prohibited
or unenforceable to any extent for anyreason including by
reason of any law or regulation or government policy, this MOU
shall be considered divisible as to such provision and such
provision shall be inoperative and the remainder of this MOU
shall not be affected thereby, and each provision of this MOU
shall be valid and enforceable to the fullest extent permitted by
Law.
16. MISCETLANEOUS
a. No modification or amendment to this MOU and no waiver
of any of the terms or conditions hereto shall be valid or
binding unless made in writing and duly executed by both
Parties.
b. Both Parties hereby represent that they are authorized to
enter into this MOU.
L7. COUNTERPARTS
This MOU is being executed in duplicate by the Parties hereto on
separate counterparts, each of which when so executed and
delivered shall be an original, but all the counterparts shall be an
original, but all the counterparts shall together constitute one
and the same instrument

FIRST P
a
a

IN WITNESS WHEREOF the parties have set their hands on the date
and year first-above-vwitten in the presence of the under-
mentioned witnesses:

SECOND PARTY

Witnesses:

FIRST ARTY