Dated _________________

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UNIT FRANCHISE AGREEMENT

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By and Amongst:

_________________________
(“Company/Franchisor”)

AND

____________________
(“Unit Franchisee/Franchisee”)

Disclaimer: The attached document is a draft template and nothing

contained in the draft template, shall be construed as legal advice. The
signing party is hereby advised to obtain independent legal advice before
signing the final draft.
 Unit Franchise Agreement

This Unit Franchise Agreement is made and entered at New Delhi and on this
_____ day of April 2025;

BETWEEN
Name of the Franchisor LBC Foods Pvt. Ltd.

Incorporated as Private Limited Company

Doing Business As (Brand Londonn Burger Co.
Name)
CIN & GST No. ________________
Registered Office Address A-2/227, Second Floor, Nand Nagri, Nr:
Dispensary, North East Delhi – 110093
Represented Through

(hereinafter referred as the “Franchisor” or “Company” and which term

shall unless excluded by or repugnant to the context shall mean and include
its heirs, successors, administrators and assignees etc.) party of the FIRST
PART;

AND

Name of the Franchisee Sidhant Tokas

Incorporated as Proprietor
GST & CIN No.
Registered Office Address A 52, Plot No.8C, Sector -11, IDC
Apartment, Dwarka, South West Delhi-
110075
Represented Through Sidhant Tokas

(hereinafter called the “Unit Franchisee” or “Franchisee” and which

term shall unless excluded by or repugnant to the context mean and include
its/his/her heirs, successors, administrators and assignees etc.,) party of the
SECOND PART.
In this Franchise Agreement, unless the context clearly indicates a contrary
intention, a word or an expression which denotes a natural person shall
include an artificial person (and vice versa), any one gender shall include the
other genders, the singular shall include the plural (and vice versa).

The “Franchisor/Company” and the “Unit Franchisee/Franchisee” are

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

RECITALS

A. WHEREAS, the Franchisor has developed and operates a chain of fast food
restaurants which serve burgers, pizzas, wraps, snacks and beverages (the “Branded Business”),
which is carried on under the brand "LONDONN BURGER CO., and is looking for
expansion of its business through franchising in a Franchise Owned
Company Operated (FOCO) model under the brand names / logos as
mentioned in Schedule 2 of this Agreement (hereinafter referred to as
the “Brand”) in the Territory of India. The Franchisor is in a continuos
process of developing its Brands and has exclusive intellectual property
and legal rights relating to its brands, logo, copyrights, designs and
other intellectual property.

B. WHEREAS, the Unit Franchisee after careful review of the Business

Model as suggested by Franchisor, Unit Franchisee desires to associate
itself with the Brand by becoming a Unit franchisee of the Franchisor
and has approached the Franchisor for the same. The Franchisor has
agreed in principal for giving the franchise rights to the Unit Franchisee
upon relying on the representations made by the Unit Franchisee.

C. AND WHEREAS, notwithstanding the terms and conditions contained

herein, the relation between the Company and the Unit Franchisee will be
that of independent entities and not as principal and agent. Hence for
any acts of omission or commission done by the Unit Franchisee, the
Company will not be responsible in any manner whatsoever.

NOW THEREFORE, the Parties hereto intending to be legally bound in

consideration of mutual Agreements and covenants contained herein, do
hereby agree as follows:

ARTICLE-I
DEFINITIONS
 In this Agreement the following words and or expressions shall have
the following meaning(s):

1. Agreement: means this Unit Franchise Agreement executed between

the Parties, which shall govern the relationship between the Parties,
define their rights and obligations and shall be legally binding.

2. Affiliate: means the person and or entities which are directly or

indirectly controlled by or are under the common control of the
Franchisor and in this regard, “Control” means the power to direct or
cause direction of the management and policies of an entity.

3. Applicable Law: shall mean and include all applicable Statutes,

Enactments and Acts of Legislature or Parliament, Ordinances, Rules,
Bye laws, Regulations, Notifications, Policies, Directives and orders of
any Governmental Authority, Tribunal or Court of Justice.

4. Brand Name or Trade Name or Trade Logos: shall mean and include
the brand which are mentioned under Schedule 2 of this Agreement as
authorised by the Franchisor to be used by the Franchisee.

5. Commencement Date: shall be the date of commencement of the

Franchise Business and as approved by the Franchisor.

6. Confidential Information: means any and all confidential,

commercially sensitive, valuable data and technical information
belonging to the Franchisor or any Affiliate of the Franchisor relating to:

a. the development, design, modification, improvements, construction,

assembly, including, without limitation, any data, material, operation
methods, Manual, other reports, formulae, calculations, and research
records and reports, known or communicated in any form
whatsoever, and whether now existing or hereafter developed;

b. The Proprietary Marks;

 c. Any financial information concerning the Franchisor or any Affiliate of
the Franchisor;

d. The mode of operation, methods, advertising, publicity, trade secrets,

technical information, electronic data; and

e. Any other document or information which has been shared by the

Franchisor with the Franchisee whether it is marked as “Confidential”
or not.

7. Defect Cure Notice: means a written notice served by the Franchisor

setting out the nature of the defect and giving the Unit Franchisee a
period of seven (7) days to rectify the defect, in case of a defect
relating to failure to promptly make the payment of any sums due by
the Unit Franchisee to the Franchisor, and also such period as the
Franchisor may specify, PROVIDED that in the case of persistent
consecutive defaults or otherwise, made by the Unit Franchisee, the
Franchisor shall not be entitled to grant any period of grace for
remedying any such default, neglect or failure and such default shall fall
under the category of gross default.

8. Franchise/Franchise Business: means the initial authorization, or

renewal thereof (including a renewal of an authorization which has been
granted subsequently, after the expiry of the term of the Agreement),
which authorizes the Unit Franchisee to operate the Franchisee of the
Franchisor.

9. Intellectual Property shall comprise of any or all of the following

including the marks/logos as mentioned in the Schedule 2 of this
Agreement:

a. The Trade Marks;

b. The Trade Name;

c. Copyright and design right including, but not limited to décor, color
scheme equipment, furniture held by the Franchisor and or any
Affiliate in any material in writing or in source or object code form
including, but not limited to the Operational Manual, or other work
 relating to the business System;

d. The techniques and methods used in or in connection with the

business or in the System.

e. All Confidential or such other Information that by any means may

fall within the category of Intellectual Property and is capable of
being registered with the appropriate authorities.

10. Person: means an Individual, Partnership, Association, Joint Stock

Company, Trust,Corporation, Limited Liability Company or Governmental
Entity.

11. Renewal Term: shall be the term, upon expiration of the initial term of
this Agreement, and shall be determined by the mutual consent of the
parties upon the same or redrafted Terms and Conditions as may be
agreed by the Parties.

12. Software means Franchisor and non-Franchisor operational software

installed (third party software) provided to the Unit Franchisee by the
Franchisor or by approved vendors of the Franchisor under this
Agreement by virtue of the franchising rights extended under this
Agreement towards the operation of the Franchise Business.

13. Term: shall mean a period of years from the commencement date as
has been mentioned in Schedule 1 of this Agreement.

14. Territory: shall mean and include the city/town or place as mentioned
in Schedule 1 of this Agreement. Franchisee shall offer Franchisor’s
products or services from the premises/location of the Unit Franchisee
etsablished within the Territory.

15. Trade Mark: shall be all those unregistered and or registered trade
mark details as specified in this Agreement and any such other marks in
addition thereto, or in substitution of them as may be specified by the
Franchisor from time to time in any form, font, text, color or combination
with any other keyword(s).
16. Unit Franchise Location: Unit Franchise Location shall mean the
location from where the Franchisee is authorised by the Franchisor to
carry on Unit Franchise operations. The Unit Franchise location shall
never be changed without the prior written approval of the Franchisor.

ARTICLE II
APPOINTMENT AND GRANT OF LICENCE

1. The Company hereby grants to the Unit Franchisee a non-exclusive, non-

transferable right to establish and operate within the Territory as
mentioned under Schedule 1, the franchisee business under the Brand
name as mentioned under Schedule 2 under the specific conditions
hereinafter set forth.

2. The Unit Franchisee shall set up the Outlet in accordance with the
specifications given by the Company and shall promptly select a location
of an area not lesser than the size mentioned under Schedule 1 of this
Agreement within ___ days from the date of signing of this Agreement.
Also, all the products for the franchise business shall be purchased by the
Unit Franchisee from the Company or from the vendors specified by the
Company. The overall operations at the Outlet shall solely be conducted
by the Company.

3. The licenses granted under this article shall be valid and operative only
during the Term of this Agreement and shall automatically be revoked/
cancelled upon expiry of the Term or earlier termination of this
Agreement.
4. The Unit Franchisee confirms not to interfere with the operational and
administrational activities of the Outlet, for the purpose of the franchise
business.

ARTICLE III
PROPRIETARY MARKS

1. The Unit Franchisee acknowledges that the Brand name as mentioned in

Schedule 2 are valid trademark and the Franchisor exercises the exclusive
legal right over the same, and that only the Franchisor or its designated
 unit franchisees have the limited right to use such trademark and such
other trademarks, service marks and trade names as may exist or be
acquired by the Franchisor during the period of this Agreement. The Unit
Franchisee further acknowledges that the valuable goodwill and
reputation is attached to such trademarks, service marks and trade
names, and that the Unit Franchisee will use the same only in the manner
and to the extent specifically licensed under this Agreement. The Unit
Franchisee shall not use any other mark/s unless approved by the
Franchisor in writing.

2. The Unit Franchisee understands and agrees that his license under the
said proprietary marks is non-exclusive and that the Franchisor, in its sole
discretion, has the right itself to operate businesses under said marks and
to grant other licenses in, and under such proprietary marks on any terms
and conditions the franchisor deems fit; Provided, however, that the
Franchisor agrees to abide by its obligations herein set forth under the
terms of this Agreement.

3. The Unit Franchisee expressly covenants that during the term of this
Agreement and after the expiration or termination thereof, the Unit
Franchisee shall not directly or indirectly contest or aid in contesting the
validity or ownership of proprietary marks and copyrights of the
Franchisor.
4. The Unit Franchisee agrees to promptly notify the Franchisor of any claim,
demand, or suit based upon or arising from, or of any attempt by any
other person, firm, or corporation, to use the service and/or trademarks
licensed hereunder, or any trademark, service mark, symbol, trade name,
copyright, or colorable variation thereof, in which the Franchisor has a
proprietary interest. The Unit Franchisee agrees also to promptly notify
the Franchisor of any litigation instituted by the Unit Franchisee or by any
person, firm, corporation or governmental agency against the Unit
Franchisee. In the event the Franchisor pursuant to the terms of the
Agreement, undertakes the defense or prosecution of any litigation, the
Unit Franchisee agrees to execute any and all documents and do such
acts and things as may, in the opinion of counsel for the Franchisor, be
necessary to carry out such defense or prosecution, either in the name of
the Franchisor or in the name of the Unit Franchisee, as the Franchisor
shall elect.
5. The Unit Franchisee shall not use the franchise business, its repute and
the goodwill attached to it as part of its corporate or other business
ventures.

6. The Unit Franchisee understands and acknowledges that each and every
detail of the franchise business is important to the Company, to the Unit
Franchisee, and to other franchisees of the Company in order to develop
and maintain uniformity of Products and Services, and therefore, to
enhance the reputation, trade, demand and goodwill of the franchise
business, the Unit Franchisee accordingly covenants:

(a) To advertise and promote his Franchise Business under the

Franchisor’s Brand Name without prefix or suffix; and

(b)To adopt and use the proprietary marks licensed hereunder solely in
the manner prescribed by Franchisor and no other; in case it is found
out that Unit Franchisee has misused or tried to use the Brand Name
which is not in accordance with the guidelines laid under this
Agreement, the Franchisor will impose such penalty as mentioned in
Schedule 1 of this Agreement, in addition to other remedies available to
it under the Law.

7. The Franchisee agrees not to reverse engineer, decompile, disassemble,

or otherwise attempt to derive the source code, structure, techniques, or
any underlying ideas or concepts of the Franchisor's intellectual property
for any purpose without prior written consent from the Franchisor. The
Franchisee understands that any unauthorized attempt to reverse
engineer the Franchisor's intellectual property constitutes a breach of this
agreement and may result in legal action, including but not limited to
injunctions, damages, and other remedies available under applicable
laws.

This obligation of non-disclosure and non-reverse engineering survives

the termination or expiration of this agreement.

ARTICLE IV
LICENSES/ PERMISSIONS

1. All legal formalities such as obtaining the trade license, excise license,
Shops and Establishments Act and all or any permission under any
 Statutory or by law or rules of Government or Local bodies or etc.,
compliance with the local municipal laws, obtaining the insurance etc.
shall be carried out by the Unit Franchisee at its own cost and
responsibility before starting the Franchise Business and the Franchisor
shall be fully absolved of any non-compliance of the same.

2. The Unit Franchisee shall renew all the licenses and permissions before
their expiry in order to continue smooth operation of the Franchise
Business.

3. The Unit Franchisee shall furnish the copies of all such licenses and
permits to the Franchisor within three (3) days of procuring them as
well as and when required by the Franchisor.

4. The Unit Franchisee shall ensure compliance of all the applicable laws,
rules, and regulations as may apply to the Unit Franchise. Any non-
compliance shall consitute a gross violation of this Agreement.

ARTICLE V
CONSIDERATION/PAYMENTS

1. Franchise Fee: In return for having to use the Franchisor’s name, logo,
trademark, goodwill and guidance, the Franchisee shall pay to the
Franchisor, one time Franchise Fee as mentioned in Schedule 1 of this
Agreement plus applicable taxes as levied by the statutory authority at
the time of signing this Agreement. The Franchise Fee paid by the Unit
Franchisee to the Franchisor will be the fully earned and non-refundable
amount.

2. Security Deposit – The Unit Franchisee shall pay an interest free

security deposit as specified in Schedule 1 of this Agreement. This deposit
is intended to cover any potential damages or loss related to the
inventory provided by the Franchisor for the operation of the franchise
business. The security deposit shall be held by the Franchisor and may be
utilized by the Franchisor to cover any costs arising from the replacement
or repair of the inventory in the event of damage, loss, or non-compliance
 with the terms of this Agreement. The security deposit shall be
refundable, subject to the satisfactory return of the inventory and
fulfilment of all obligations under this Agreement.

3. Commission of sale: The Unit Franchisee agrees to pay the Company a

commission as specified in Schedule 1 of this Agreement of the revenue
generated from the sale of products at the retail store operated by the
Unit Franchisee. This commission shall be calculated based on the gross
sales of the products sold at the store and shall be paid on the 7 th day of
every month. The Unit Franchisee shall provide the necessary sales
reports to facilitate the accurate calculation and payment of the
commission.

4. Local Marketing Fund: The Unit Franchisee shall annually contribute

____ percentage of gross revenue as mentioned in Schedule 1 towards
local marketing and advertisement of the franchise business and all the
local marketing and advertising shall be carried out by the Company.

5. Launch and Pre-Opening Expenses : The Unit Franchisee shall bear the
costs as mentioned in Schedule 1 of this Agreement towards the launch
and pre-opening expenses for the franchise business.

6. The Parties hereto agree that the Unit Franchisee shall make all payments
to the Franchisor and vis-à-vis through Bank Draft/ Cheque/NEFT/RTGS in
the name as mentioned in Schedule 1 of this Agreement before the
Commencement. The Unit Franchisee shall maintain complete record and
report of such payments.

ARTICLE VI
UNIT FRANCHISEE’S OBLIGATIONS

The Unit Franchisee’s obligations during the tenure of this Agreement

include the initial as well as the on-going obligations:

1. To carry the site and Outlet feasibility studies for the franchise business.
2. The Franchisee would be required to incur a set-up cost of
RS.______(Rupees ________ Only) towards the initial setting-up of the
franchise business including the Outlet set-up, design, décor, licenses,
equipment etc. (as detailed in the Operational Manual). These costs would
always be treated as sunk costs not to be repaid by the Franchisor in any
manner.

3. The Unit Franchisee acknowledges and agrees that the Outlet shall
primarily render key services: ___________________. To facilitate the
seamless operation of these services, the Unit Franchisee undertakes the
legal obligation to ensure that the Outlet is equipped with the necessary
facilities. Specifically, the Unit Franchisee shall a) the standards and
specifications as required under applicable laws and regulations; b)
provide retail store space. The dimensions and layout of the retail store
space shall be as outlined in Schedule 1 of this Agreement.

4. The Unit Franchisee acknowledges and agrees to pay the Franchisor a

____percentage of the revenue generated through the sale of products at
the Outlet, as set forth in Schedule 1 of this Agreement. The Unit
Franchisee agrees to make the payments to the Franchisor on the 7 th day
of every month.

5. To handover the Outlet to the Franchisor for commencement of the

franchise business from the Commencement Date.

6. To provide investment towards the stock along with security deposit and
procure the inventory exclusively from the Company for the operation of
the Outlet under the franchise business or as suggested by the Franchisor
from time to time.

7. The Unit Franchisee confirms not to interfere with the operational and
administrational activities of the Outlet.

8. The Unit Franchisee shall be responsible for payment of capex insurances,

equipment & fixtures insurance, operation expenses (repair &
maintenance), etc. for the franchise business.
9. The Unit Franchisee shall be responsible for payment of lease deposit
amount for the Outlet to its lessor (If Franchisee is not the owner of the
outlet) under the franchise business as per the terms of this Agreement.
The Lease Agreement may be entered directly by the Franchisee and the
Lessor on such terms and conditions and securing such rights for the
Franchisor as mentioned by the Franchisor or through a Tripartite
Agreement between Franchisor, Unit Franchisee and the Lessor. The Unit
Franchisee shall get a prior approval in respect of the Outlet Location
from the Franchisor and shall duly share a copy of the lease agreement
with the Franchisor. The Unit Franchisee shall ensure that the lease
agreement does not contravene with the rights of the Franchisor under
this Agreement.

10. The Unit Franchisee shall ensure that all insurances as required by the
Company is maintained by the Unit Franchisee. The Unit Franchisee shall
pay the premiums on time and shall provide the Company proof of the
same as and when required by the Company.

11. The Unit Franchisee acknowledges and agrees that the personnel at the
Outlet including all staff required at the Outlet, as specified in the
operational manual, shall be provided by the Franchisor and employed on
the payroll of the Franchisor. However, the Unit Franchisee shall be
responsible for reimbursing the Franchisor for the salaries of all the staff
employed at the Outlet. Such reimbursement shall be made within seven
(7) days from the date the Franchisor raises an invoice for the salaries.
The Unit Franchisee agrees to ensure timely payment of the invoiced
amounts in accordance with the terms set forth in this Agreement.

12. The Unit Franchisee understands that the Company has right to change or
revise the prices of the Products at its sole discretion and such decisions
of the Franchisor shall be binding on the Unit Franchisee and the Unit
Franchisee has also given unequivocal consent for the same.

13. The Unit Franchisee acknowledges and agrees that the day-to-day
operational and management activities at the Outlet shall be the
responsibility of the Franchisor. However, the Unit Franchisee shall remain
fully responsible for and shall bear all expenses incurred in connection
with these activities. Such expenses shall include, but are not limited to,
costs related to staffing, utilities, maintenance, equipment, marketing and
sale promotions expenses, electricity and water charges, printing and
 stationery, hardware and software, staff welfare expenses, travelling
expenses, rental cost, etc. and any other operational costs as may be
outlined in the operational manual or otherwise required for the proper
functioning of the Outlet. The Unit Franchisee agrees to promptly pay or
reimburse the Franchisor for any such expenses as they arise, in
accordance with the terms set forth in this Agreement.

ARTICLE VII
COMPANY’S OBLIGATIONS

The Company’s obligations during the tenure of this Agreement include

the initial as well as the on-going obligations:

1. The Franchisor agrees to supply its products for sale at the Outlet under
the terms of this Agreement. The Franchisor shall remain solely
responsible for the replacement, restocking, and maintenance of the
inventory at the Outlet, in accordance with the procedure outlined in the
operational manual. The Franchisor further commits to ensuring that the
products provided meet the quality standards established by the
Franchisor and are delivered in a timely manner to ensure uninterrupted
operations at the Outlet. The Franchisor shall manage the inventory levels
and make necessary adjustments to ensure the availability of products as
per the demands of the business.

2. The Franchisor shall be responsible for providing and employing all

necessary personnel at the Outlet, as outlined in the operational manual.
All such personnel shall be on the Franchisor's payroll. The Unit
Franchisee shall reimburse the Franchisor for the salaries of the staff
employed at the Outlet. The Franchisor undertakes to ensure the proper
and timely invoicing of the salaries.

3. The Company shall ensure that best business practices are implemented
at the Company’s end to run the franchise business on profit and ensure
that customer satisfaction is maintained as well.

4. The Franchisor acknowledges and agrees that it shall be responsible for

overseeing and managing the day-to-day operational activities at the
Outlet. This includes all aspects of the operational and managerial
functions as outlined in the operational manual. However, the Franchisee
shall bear the costs associated with these management responsibilities.
 The Franchisor agrees to provide the necessary support and guidance to
ensure the smooth operation of the Outlet.

5. The Company shall involve itself in complete marketing of the business.

ARTICLE VIII
OUTLET LOCATION AND USAGE

1. Location: It is agreed between the Parties that the Unit Franchisee is

solely responsible for finding and selecting the location of the Outlet and
the same shall be approved by the Company based on such factors as it
deems appropriate, including the condition of the Outlet, demographics of
the surrounding area, proximity to potential clients, lease requirements,
proximity to major roads and overall suitability. The Unit Franchisee shall
take prior approval of the Franchisor in respect of Outlet location.

2. Lease of the Outlet: The Unit Franchisee shall be responsible for payment
of lease deposit amount for the Outlet to its lessor under the franchise
business as per the terms of this Agreement. The Lease Agreement may
be entered directly by the Franchisee and the Lessor on such terms and
conditions and securing such rights for the Franchisor as mentioned by
the Franchisor or through a Tripartite Agreement between Franchisor, Unit
Franchisee and the Lessor. The Unit Franchisee shall get a prior approval
in respect of the Outlet Location from the Franchisor and shall duly share
a copy of the lease agreement with the Franchisor. The Unit Franchisee
shall ensure that the lease agreement does not contravene with the rights
of the Franchisor under this Agreement.

3. Relocation: The Unit Franchisee shall not relocate the franchise business
without the prior written consent of the Company, which may be withheld
or delayed at the Company's sole discretion.

ARTICLE IX
AMENDMENTS

The Parties hereby agree that any changes in this Agreement can only be
made by executing another document which shall be attached to this
Agreement duly signed by both the Parties. The Parties can add, alter or
 omit or clause of the Agreement which shall be properly mentioned and
executed and signed by both the Parties and retain it along with the
original document.

ARTICLE X
TERM, TERMINATION AND RENEWAL

1. Effective Date and Term: The effective date of this Agreement is and
initial term of the Franchise shall be such as mentioned in Schedule 1 of
this Agreement.

2. Lock-in Period: The Unit Franchisee agrees to compulsorily adhere to a

minimum lock-in period of such years as mentioned in Schedule 1 of this
Agreement, wherein the Unit Franchisee shall be hereby forbidden from
terminating this Agreement before the end of such lock-in period.
However, if the Unit Franchisee wishes to exit the Agreement, the Unit
Franchisee shall necessarily serve a 90 (Ninety) days’ notice in advance to
the Franchisor and pay an exit fee as mentioned in Schedule 1 of this
Agreement.

3. This Agreement shall terminate:

A. On the expiry of the Term;

B. Upon arriving at a mutual consensus after serving of 90 (Ninety)

days advance notice by either Party.

C. On the occurrence of any of the following events which shall be

treated as fundamental breach of this Agreement terminating it
forthwith:

i. In the event of a breach by the Unit Franchisee of any

provisions of this Agreement and subsequent failure to remedy
the breach within thirty (30) days of having been notified by
the Franchisor;

ii. Failure to make any payments under this Agreement;

 iii. Any assignment or disposal of the franchise business or the
location by the unit Franchisee;

iv. Any challenge by the Unit Franchisee to the validity of any part
of the Intellectual Property Rights of the Franchisor provided
that the Franchisor may waive any breach of this Agreement
by the Unit Franchisee.

v. If the Unit Franchisee engages in any conduct prejudicial to the

Franchise Business.

vi. If the Unit Franchisee discloses any “Confidential Information”.

D. The Franchisee shall pay to the Franchisor a termination penalty as is

mentioned Article X clause 3 of this Agreement for any reason of
termination mentioned in clause C, E, F & G.

E. If the Unit Franchisee goes into either compulsory or voluntary

liquidation (except for the purpose of reconstruction or
amalgamation) or if a receiver is appointed in respect of the whole or
any part of its assets or if the Unit Franchisee makes assignment for
the benefit of its creditors generally or threatens to do any of these
things or any judgment is made against the Unit Franchisee or any
similar occurrence in any jurisdiction that affects the Unit Franchisee
in any manner mentioned above.

F. If any material change occurs in the management or control of the

Unit Franchisee particularly any change of directors or shareholders.
No material change in Directors or Shareholders of the Franchisee
shall be undertaken unless approved by the Franchisor. Material
change shall include change in more than 20% of Directors or
Shareholders in a Financial year.

G. If Unit Franchisee becomes bankrupt, insolvent, ceases transaction of

business, commits any act of bankruptcy, re-organization,
composition, or arrangement, or dissolves its business, this
Agreement may be immediately terminated by the Franchisor.

4. Right of Renewal: At the end of the initial term, this Agreement may
be renewed for a further period of such terms as mentioned under
Schedule 1 of this Agreement and on such terms and conditions as
may be mutually agreed between the Parties to this Agreement. The
Unit Franchisee shall give a written notice of his intention to renew the
Agreement at least so much days in advance as is mentioned under
Schedule 1 of this Agreement prior to the expiry of the initial term of
this Agreement. The renewal shall only be effective provided that: -

i. The Unit Franchisee has throughout the initial term properly

observed and performed all its obligations under this
Agreement and is not at the expiry date in default under any
such obligations and hereby warrants the same to be done at
renewal date;

ii. The Unit Franchisee shall satisfy all the monetary obligations
owed by it to the Franchisor;

iii. Prior to the expiry date, the Unit Franchisee has undertaken, as
the Franchisor may have requested, completed or agreed in
writing to perform, at the Unit Franchisee’s sole expense, such
maintenance, renovation, repairs and refurbishment of the
Premises and the equipment, fixtures and fittings used in the
Franchise Business as the Franchisor may require within the
time prescribed by the Franchisor;

iv. Prior to the Expiry Date, the Unit Franchisee has executed a
Letter in such form as the Franchisor may reasonably require
relinquishing any and all claims of whatsoever nature against
the Franchisor, any holding, subsidiary or Affiliate of the
Franchisor or any shareholder, director, agent or employee of
the Franchisor, or any other Unit Franchisee of the Franchisor;

v. Prior to the Expiry Date, the Unit Franchisee and any person
employed by or concerned with the Unit Franchisee in the
operation of the Business specified by the Franchisor (including
without limitation any manager of the Business) shall have
completed such re-training or refresher training (to the
satisfaction of the Franchisor) at such time and at such place as
the Franchisor may request.
 ARTICLE XI
EFFECT OF TERMINATION

Upon termination of this Agreement for any of the reasons mentioned

above the Unit Franchisee shall:

1. immediately cease to exploit the Brand Name owned by the Company

or any company related to it and licensed to the Unit Franchisee in
respect of the franchise business and desist from using any mark
confusingly or deceptively similar to the trade mark, service mark or
logo and style and conduct of the Company in any manner.

2. have the obligation to tender payment of all outstanding Consideration

due and payable in accordance hereunder.

3. execute such documents of severance and cessation as may be

desired by Company.

4. remove or permanently cover all signs or advertisements identifiable in

any way with the Company and in the event of failure, to permit the
authorized agents of the Company to enter the Outlet for such purpose.

5. cease to use or display the Brand Name, trademark, trade name, logo,
goodwill or its past association with the either directly or indirectly in
any way or manner upon termination of this Agreement. In the event
the Franchisee fails or refuses to comply with the same, the Company
shall be entitled to immediately obtain an order of injunction. The
Franchisee understands that no amount of money can compensate the
Company in this regard and the usage of the same shall cause
irreparable loss and injury to the Company.

ARTICLE XII
ASSIGNMENT OF RIGHTS

The Franchisor may assign its rights and obligations under this
Agreement to an affiliate at any time. Provided however, this Agreement
 shall not be assigned by the Unit Franchisee without the prior written
consent of the Franchisor.

ARTICLE XIII
MODIFICATION OF THE SYSTEM

The Unit Franchisee recognizes and agrees that from time to time
hereafter the Franchisor may change or modify the system and its
marketing strategy from its present strategy, including the adoption and
use of new or modified trade names, trademarks, service marks or
copyrighted material, new products, new equipment or new techniques,
and that the Unit Franchisee shall accept, use and display for the
purpose of this Agreement any such changes in system, including new
or modified trade names, trademarks, service marks or copyrighted
materials, new products, new equipment or new techniques, as if they
were part of this Agreement at the time of execution hereof and may
make such expenditures as to the changes or modifications in the
system, as may reasonably require, and do so within a reasonable time.

ARTICLE XIV
INDEMNITY BY THE UNIT FRANCHISEE

The Unit Franchisee covenants and agrees with the Franchisor that the
Unit Franchisee shall assume sole and entire responsibility for and
indemnify and keep harmless the Franchisor from any and all claims,
liabilities, losses, expenses, responsibility and damages, demands or
actions by reason of any claim, proceedings action, liability or injury
arising out of the Unit Franchisee or on behalf of any of his/her
employees, staff, or persons connected in any manner with the Business
of the Unit Franchisee.

ARTICLE XV
CONFIDENTIAL INFORMATION AND NON DISCLOSURE

1. The Unit Franchisee undertakes that it shall strictly maintain secrecy

and confidentiality and shall not disclose, divulge or reveal during the
continuance of this Agreement or any time thereafter; the confidential
information relating to the Franchise Business or any part thereof
disclosed, communicated or given relating to the operation of business
 to any person, firm, body corporate or any authority and shall ensure
that the same is kept strictly confidential; provided however, that
nothing contained in this clause shall prevent the Unit Franchisee from
disclosing or imparting the same to its Managers and its other
responsible employees or staff members but only so far as may be
necessary for the satisfactory and proper performance and discharge of
their duties and obligations there under.

2. However, the Unit Franchisee may divulge such Confidential Information

as may be required, after seeking the prior written approval of the
Franchisor, only:

a. To such of its employees as deemed necessary by Franchisor for

conduct of its business; or

b. To any competent Authority as may be required by them.

3. The Unit Franchisee understands and acknowledges that each and every
detail of the proprietary and confidential information shared with the
Unit Franchisee is important to the Franchisor, to the Unit Franchisee,
and to other Unit Franchisees in order to maintain uniformity in the
Franchise Business.

4. Any and all information, knowledge, know-how, and techniques which

the Franchisor designates as confidential shall be deemed confidential
for purposes of this Agreement, except information which the Unit
Franchisee can demonstrate came to its knowledge prior to disclosure
thereof by the Franchisor; or which, at or after the time of disclosure by
the Franchisor to the Unit Franchisee, had become or later becomes a
part of the public domain, through publication or communication by
others.

5. The Unit Franchisee acknowledges that any failure to comply with the
requirements of this Article will cause the Franchisor irreparable injury,
and the Unit Franchisee agrees to pay all litigation costs and reasonable
attorney's fees incurred by the Franchisor in obtaining specific
performance of, or an injunction against violation of, the requirements of
this article.
6. The Unit Franchisee commits to keeping Confidential Information from
the Franchisor confidential. It agrees to bind its employees and third
parties to a similar confidentiality pledge. The Franchisee will ensure
that anyone accessing Confidential Information signs an agreement,
obligating them to maintain confidentiality even after this Agreement
ends. The Franchises accepts responsibility for enforcing these
obligations. This commitment extends beyond the Agreement's
termination.

ARTICLE XVI
REPRESENTATIONS AND WARRANTIES

1. Company represents and warrants in relation to itself to the Unit

Franchisee that:

i. it is the proprietor of the Intellectual Property Rights associated with

the Brand Name and related marks, copyright, designs etc.

ii. it has the right to enter into this Agreement and to grant the
franchising rights to licensee for running the franchise business in the
Territory.

iii. it will not create any expense chargeable on the Unit Franchisee
without giving any prior information to the Unit Franchisee.

2. The Unit Franchisee represents and warrants in relation to itself to the

Company that:

i. it has all requisite corporate power and authority to execute, deliver

and perform its obligations under this Agreement and any and all of
its obligations hereunder.

ii. it has all necessary statutory and regulatory permissions, approvals,

consents and permits for commencing, running and operation for
conduct of its business, more particularly for the obligations as
provided for in this Agreement.

iii. it will provide such cooperation as Company reasonably requests in

order to give full effect to the provisions of this Agreement.
 iv. the execution and performance of this Agreement by the Unit
Franchisee does not and shall not violate any provision of any
existing Agreement with any Party.

v. it has the requisite expertise, experience, infrastructure, manpower,

mobility and communication modes required to efficiently perform
the obligations under the present Agreement.

vi. it will perform its obligations under this Agreement in compliance

with all applicable and enforceable laws, ordinances and regulations
and will obtain and maintain in full force and effect, any permissions,
permits, licenses, consents, approvals and authorizations necessary
for the performance of its obligations hereunder. The Unit Franchisee
understands that taking all permissions, approval, registration, and
consent from concerned government authorities, departments etc.
are the sole responsibility of the Unit Franchisee.

vii. it confirms that there is no investigation, arbitration, litigation,

whether civil or criminal, or any other proceedings pending or
threatened against the Unit Franchisee or the Outlet at the instance
of any third party and there are no outstanding court orders, court
decrees, attachment orders or prohibitory orders or court stipulations
to which the Unit Franchisee is a party, by which any restriction has
been placed upon the Unit Franchisee or the Outlet for the
performance of its obligations under present Agreement or may
affect the performance of the present Agreement.

viii. it specifically represents and warrants that the Unit Franchisee is not
employing any pirated or unauthorized Software of any description
for any purposes whatsoever and/or is not in violation of Intellectual
Property Rights of any third party.

ix. neither this Agreement nor any annexure hereto, contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements herein or therein not misleading.
There is no fact which materially and adversely affects or may affect
in the future, so far as now can be reasonably foreseen, the business,
condition (financial or otherwise), properties, operations or prospects
of the Unit Franchisee which has not been set forth herein.
 ARTICLE XVII
ENTIRE AGREEMENT

This Agreement sets forth the entire Agreement and understanding

between the parties as to the subject-matter of this Agreement and
amalgamates all prior discussions between them and neither of the
parties shall be bound by any conditions, definitions, warranties or
representations with respect to the subject matter of this Agreement
other than as expressly provided in this Agreement as duly set forth.

ARTICLE XVIII
FORCE MAJEURE
1. Except as provided herein, no party shall be liable to the other for any
delay in the performance or any non-performance of any of its
obligations under the present Agreement (and shall not be liable for any
loss or damages caused thereby), where the same is occasioned by any
cause, which is beyond control of the parties to the present Agreement
including but not limited to an Act of God; such as flood, lightning,
earthquake, fire, explosion, inundation, sabotage, equipment failure as a
result of an event of Force Majeure, civil disturbance, war, illegal strikes
involving the employees of the Unit Franchisee and Company, which
prohibits performance of the obligations hereunder.

2. In event of occurrence of any event as mentioned in this Article, the

Party claiming Force Majeure shall use all reasonable efforts to continue
to partially perform its obligations hereunder, as far as possible and to
mitigate the effect of such event of Force Majeure expeditiously and
diligently.

3. Upon happening of any event as mentioned in this Article, parties may

agree to suspend performance of obligations hereunder for a reasonable
period as agreed between the parties, if in opinion of both the parties in
spite of reasonable efforts, obligations of respective party cannot be
fulfilled. Upon cessation of the event of Force Majeure, within seven (7)
days of cessation of the effect of Force Majeure, Party claiming Force
Majeure shall serve upon other Party with mandatory notice of the
cessation of the event of Force Majeure and shall promptly thereupon
resume performance hereunder.

4. In event of partial performance of obligation or suspension of the

Agreement due to the event of Force Majeure by the party claiming
Force Majeure, the party claiming Force Majeure shall not be relieve of
its obligations to comply with the local laws / applicable laws or its
obligations to make any payment for performance rendered prior to
period of Force Majeure or partial performance during periods of Force
Majeure.

5. In event of occurrence of any event as mentioned in this Article and in

event of failure of parties to agree to suspend performance of
obligations of the party claiming Force Majeure of this Agreement, either
party may terminate this Agreement in terms of Article XII.
 ARTICLE XIX
WAIVER

Failure to enforce compliance with any term or condition of this

Agreement shall not constitute a waiver of such term or condition of this
Agreement or the right to subsequently enforce such term or condition
in the future. No waiver, by either party, of any provision of this
Agreement shall, in any event, become effective unless the same shall
be in writing and such waiver shall be effective only in the specific
instance described and for the purpose for which the waiver is given.

ARTICLE XX
SEVERABILITY

If any provision of this Agreement is invalid or unenforceable or

prohibited by the applicable law of the land, this Agreement shall be
considered divisible and its remainder/balance shall remain in effect, be
valid, binding and of the like effect as if such invalid provision had not
been included herein in the first place.

ARTICLE XXI
NON-COMPETE

The Unit Franchisee specifically agrees, covenants and undertakes that

the Unit Franchisee shall not, either directly or through any agent,
employee or person including any affiliate, company, corporation,
partnership, joint venture, trust, society or other unincorporated body
which is, or shall be, wholly or substantially, owned or controlled by the
Unit Franchisee or license has controlling interest, during the
subsistence of the Term and 2 years after termination, hereof engage,
directly or indirectly, in any business, which is:

a. similar to the Services carried out by the Company pursuant to the

present Agreement; or

b. solicit or accept the business similar to the Unit Franchisee pursuant

to the present Agreement for itself or for and on behalf of any other
person; or
 c. solicit any employees of Company or encourage any person who is an
employee of Company to leave the services or employment of
Company, as the case may be; or

d. Use any trade mark, name or nomenclature, which is intended or is

like to cause confusion with any mark, trade mark, name or
nomenclature used by Company.

ARTICLE XXII
NOTICES

1. Any notice, request or other communication required to be given under

this Agreement must be in writing and be served personally, via e-mail
or dispatched to the other Party by registered post, addressed to the
Parties at their respective addresses that each party shall provide to the
other in writing.

2. Any notice or other communication as above shall be deemed given and

received on the date of delivery or on the 5 th business day following the
day of mailing of the same by prepaid registered mail or by courier
delivery service with return receipt requested to the Party to be notified
at the addresses set forth in the Schedule 1 of this Agreement. A copy of
the Notices shall be sent through emails also of the parties and as
mentioned in this Agreement. When the Notices are sent through email
and acknowledged they shall be deemed delivered the same day.

ARTICLE XXIII
ACKNOWLEDGEMENT BY THE UNIT FRANCHISEE

The Unit Franchisee specifically acknowledges that:

1. The Unit Franchisee has sought its independent legal advice prior to the
signing of this Agreement and has not relied only on promises,
representations or Agreements about the Company or the system not
expressly contained in this Agreement in making its decision to sign this
Agreement. The Company and its representatives have not made any
promises, representations or Agreements, oral or written, except as
expressly contained in this Agreement.
2. The Unit Franchisee has conducted an independent investigation of the
business being franchised hereunder and recognizes that the business
venture contemplated under this Agreement involves business risk and
that its success will be largely dependent upon the ability of the Unit
Franchisee as an independent business. The Company disclaims the
making of and the Unit Franchisee acknowledges that the Unit
Franchisee has not received any warranty or guarantee, express or
implied as to the potential volume, profits or success of the business
venture contemplated by this Agreement.

3. The Unit Franchisee has received a copy this Agreement seven (7) days
prior to the signing of this Agreement.

4. The Unit Franchisee has read and clearly understood this Agreement
and had ample opportunity to consult with an attorney and other
business advisors of the Unit Franchisee’s own choosing about the
potential benefits and risks of entering into this Agreement.

ARTICLE XXIV
ANTI-CORRUPTION

1. The Parties agree to fully comply with all applicable anti-corruption laws,
regulations, and codes of conduct in force in India including the
Prevention of Corruption Act, 1988 (PCA) and any other jurisdictions
relevant to this Agreement. The Parties acknowledge that bribery,
corruption, and unethical conduct are prohibited by law and undertake to
refrain from engaging in any act that may constitute a violation of such
laws. Neither Party, nor any of its officers, employees, agents, or
representatives, shall offer, give, solicit, or receive any bribe, kickback, or
other unlawful or improper payment, benefit, or consideration, either
directly or indirectly, in relation to the performance of this Agreement.
Each Party agrees to promptly disclose to the other Party any instance of
corruption, bribery, or unethical conduct that is detected or suspected in
relation to the execution of this Agreement. In the event that either Party
becomes aware of any action, payment, or activity that could constitute a
breach of this clause, it shall immediately report it to the other Party and,
where required, to the relevant authorities.

2. In the event that any Party is found to be in violation of this Anti-

Corruption Clause, the other Party shall have the right to terminate this
Agreement immediately, without any liability, and may seek remedies
under the law for damages or other consequences arising out of such
 violation. The Party found to be in breach of this clause agrees to
indemnify and hold harmless the other Party, its affiliates, officers,
employees, agents, and representatives from any losses, claims,
damages, fines, or other liabilities arising from such breach.

3. Each Party represents and warrants that, to the best of its knowledge and
belief, neither it nor its employees, agents, or representatives have
engaged in any conduct that would violate any applicable anti-corruption
or anti-bribery laws or regulations.

ARTICLE XXV
DATA PROTECTION

1. Both Parties agree to comply with all applicable data protection and
privacy laws and regulations in force in India, including but not limited to
the Information Technology (Reasonable Security Practices and
Procedures and Sensitive Personal Data or Information) Rules, 2011 under
the Information Technology Act, 2000, and the Personal Data Protection
Bill, 2019 (when enacted), as well as any other relevant data protection
laws or regulations that may be applicable during the term of this
Agreement.

2. Each Party shall ensure that any Personal Data collected, processed, or
shared as part of this Agreement shall only be done for legitimate
business purposes and in accordance with applicable data protection
laws. The Parties agree to use Personal Data only for the purpose of
fulfilling their obligations under this Agreement.

3. Each Party shall indemnify and hold harmless the other Party from any
loss, liability, or damages arising out of its failure to comply with
applicable data protection laws, including any data breaches or violations
of the obligations set out in this clause.

ARTICLE XXVI
APPLICABLE LAW AND SETTLEMENT OF DISPUTES

1. This Agreement and the rights and obligations of the parties hereunder
shall be construed and interpreted in accordance with Indian
Substantive and Procedural law, applicable to Agreements made and to
be performed entirely therein.

2. The Parties shall attempt in good faith to resolve any dispute, difference
or claim arising out of or in relation to this Agreement through mutual
 discussion. In case it is not resolved within thirty (30) days from
receipt of the written notice (setting out the dispute or claim) by the
other party, the complaining party may issue a notice of reference,
invoking settlement of such dispute through Arbitration.

3. Arbitration: All disputes and differences arising between the parties

hereto as also between the Franchisor and the Unit Franchisee, including
any dispute or difference in regard to the interpretation of any provision
or term or the meaning thereof, or in regard to any claim of one party
against the other or in regard to the rights and obligations of any party
or parties under this agreement shall be governed by the provisions of
the Arbitration and Conciliation Act, 1996 and its amendments thereof
absolutely and fully. A sole Arbitrator in such situations will be solely
appointed by the Franchisor and his award regarding the matter in
consideration will be final and binding on the parties. The language of
the Arbitral proceedings shall be English and the place of Arbitral
proceedings shall be as mentioned in Schedule 1 of this Agreement. The
cost of the arbitral proceedings shall be borne by the Franchisor and
Unit Franchisee equally.

ARTICLE XXVII
JURISDICTION

All disputes between the parties shall be subject to jurisdiction of the

Hon’ble Court of Judicature at such place as mentioned under Schedule
1 of this Agreement only.

(Signature Page follows)

Signature Page

IN WITNESS WHEREOF the Parties hereto have set and subscribed their
respective hands and seals on the day, month and year first written above.

For the above-named Franchisor: For the above-named Unit

_________________________ Franchisee:
________________________
Through its duly authorised
 signatory through its duly authorised signatory

Name: Mr.
(Authorized Signatory) Name: __________________
(Authorized Signatory)

Date: _______________ Date: _____________

Witness: ____________ Witness: _____________

Schedule 1 to the Unit Franchise Agreement

S.No Matter
.
1 Effective Date and Term (in
Years from Commencement
date)
2 Territory
3 Outlet Size (Total)
For retail store:
4 Franchise Fees Rs. ______________/- (Rs.
_______________) plus applicable
taxes.
5 Security Deposit Rs. _____________/- (Rs.
______________) plus applicable
taxes.

6 Management Fee
Commission on sale ____%
7 Local Marketing Fund
8 Launch and Pre-Opening
expenses
9 Payment mode and manner
used by Franchisee to pay
Franchisor
10 Payment mode and manner
used by Franchisor to pay
Franchisee
12 Lock-in Period and Exit Fee
payable.
13 Further renewal period (in
years) after approval of
Franchisor
Notice for renewal
14 Penalty for Breach of any
Trademark Condition for
each instance of violation.
15 Notice to the parties To the Franchisor:
Name:
Authorised Person:
Address:
Email:

To the Franchisee:
Name:
Authorised Person:
 Address:
Email:
16 Place of Arbitration
Proceedings
17 Jurisdiction applicable to the
Agreement

Schedule 2 to the Unit Franchise Agreement

Details pertaining to Trademarks, Logos and Intellectual Property

“Londonn Burger Co.”