FRANCHISEE AGREEMENT

This Agreement is entered into on this ……. day of …………,

2018 by and between

PARTICIPANTS:

NAME:

ADDRESS:

TELEPHONE:

EMAIL:

………is a Partnership Firm represented by its Managing

Partner, ….,….., 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

NAME:

ADDRESS:

TELEPHONE:

EMAIL:

Represented by its Partner……………………… and having

registered office 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;

In this Agreement the FRANCHISER and the FRANCHISEE

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

RECITALS:

WHEREAS the FRANCHISER has been engaged in providing

various services.
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;

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 ….

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;

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;

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.

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.

4.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 ….

b) To not carry on business in the name of ……….. without

the permission and authority in writing from the
FRANCHISER.

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

5.GRANT OF FRANCHISE:

The FRANCHISER hereby grants to the FRANCHISEE,

subject to the terms and conditions contained herein, the
franchise of …. at
…………………………………………………………………….

6.FINANCIAL TERMS
“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. ………………….. vide
NEFT/Branch DD/Cheque No. ……………. dated …………….
drawn in favour of ACEUP payable at …. towards full and
final payment of the Registration Fee

b) The Registration Fee paid by the FRANCHISEE shall be

non-refundable under all circumstances or for any reasons
whatsoever.

c) There will be a yearly Software License Renewal Fee (Rs

3000/- per Year) as may be fixed by ……………… 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.

7. CONFIDENTIAL INFORMATION

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.

8.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.

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

10.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.

11.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

12 FORCE MAJEURE: 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.

13 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 …

14.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 ….. and the language of
arbitration shall be English.

IN WITNESS WHEREOF the Parties hereto have signed this

Agreement on this the

SIGNED AND DELIVERED

For Franchiser ………………….

For Franchise …………….