Dated: ___________

FRANCHISE AGREEMENT

By and Amongst:

_________________________

(“Franchisor”)

AND

____________________________

(“Franchisee”)
TABLE OF CONTENTS

1. PARTIES...................................................................................................................3

2. PREAMBLE..............................................................................................................3

3. DEFINITIONS...........................................................................................................4

4. INTERPRETATION..................................................................................................5

5. APPOINTMENT........................................................................................................6

6. FRANCHISOR’S INTELLECTUAL PROPERTY......................................................6

7. PRODUCTS..............................................................................................................7

8. SHOWROOM(S).......................................................................................................8

9. FRANCHISEE’S OBLIGATIONS The franchisee agrees to undertake that:...........9

10. FRANCHISOR’S OBLIGATIONS........................................................................11

11. CONSIDERATION AND RELATED PAYMENTS...............................................12

11.1 Franchise Fees.............................................................................................12

11.2 Security Deposit:...........................................................................................13

11.3 Royalty:.........................................................................................................13

11.4 Central Marketing Fund:...............................................................................13

11.5 Local Marketing Fund:..................................................................................13

11.6 Launch and Pre-Opening Expenses:...........................................................14

12. ACCOUNTS........................................................................................................14

13. INDEMNITY.........................................................................................................15

14. RELATION BETWEEN THE FRANCHISOR AND THE FRANCHISEE.............15

15. TERM & TERMINATION.....................................................................................16

15.1 Effective Date and Term...............................................................................16

15.2 Lock-in Period:..............................................................................................16

 15.3 Termination...................................................................................................16

15.4 Right of Renewal:.........................................................................................17

16. EFFECT OF TERMINATION..............................................................................19

17. MISCELLANEOUS..............................................................................................20
1. PARTIES

This agreement is entered at _________on______ day of 2020

between________________, a Company registered under the Indian Companies Act,

_____(year) and having its registered office at _________________ and Corporate

Office at _____________________ (hereinafter referred to as ‘Franchisor’ which

expression shall unless repugnant to the context mean and include its successors,

affiliates, subsidiaries and assigns) of the one Part

AND

M/s_______________ a company incorporated under the provisions of the

______________Companies Act, ____(year) and having its registered office at

______________represented by its Chief Executive Officer, Mr./Ms. _________

(hereinafter referred to as “Franchisee” which expression shall unless repugnant to the

context mean and include its successors, affiliates, subsidiary and permitted assigns)

of the Other Part

Franchisor and Franchisee are hereinafter collectively referred to as “Parties” and

individually as “Party”.

2. PREAMBLE

WHEREAS :

A. The Franchisor, is a private limited company operating in ______and engaged

in the __________________________in India.

B. The Franchisor, is the registered owner of the Business Name

“_______________________________” and logo “__________” and operates

 through its branches in _________________, India and _________retail outlets

in__________. The products manufactured and sold by the Franchisor are

______________________ and such other products as are defined in

Annexure –A to this Agreement. (hereinafter referred to as the “Products”).

C. The Franchisee is lessee of a lease with a prime location at __________ with

an area of ________sq. ft. for the franchisee showroom.

D. The Franchisee has represented to the Franchisor that it has the necessary

expertise, staff, infrastructure and such other facilities to carry out the Business

as a franchisee of the Franchisor and have further represented that it is legally

entitled to carry out the above business under Article of Association of the

company.

E. Relying upon the representation of Franchisee, the Franchisor hereby agrees to

grant franchise of the Business to the Franchisee on terms and conditions

contained herein.

NOW THEREFORE IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN

THE PARTIES HERETO AS FOLLOWS:

3. DEFINITIONS

For the purpose of this agreement, unless otherwise specified in the context, the

following terms shall be deemed to have the following meaning:

a) Agreement’ shall mean this Franchise Agreement executed between the

Parties and any amendment to this Franchise Agreement duly signed between

the parties.

b) ‘Business’ shall mean marketing, display and selling of the products.

 c) ‘Business Name and Logo’ shall mean the name The Handicrafts & Handlooms

Exports Corporation of India Limited (HHEC) and the logo ‘Angel’.

d) ‘Intellectual Properties’ shall mean and include trade mark, brand name, copy

right, patents and other intellectual property rights of the Franchisor in the

Business Name/Logo and/or Products.

e) ‘Royalty’ shall have the meaning ascribed to it in Clause 11.3 hereof.

f) ‘Showroom’ shall mean such place from where the Franchisee would carry on

the Business.

g) ‘Territory ’shall mean __________ (City where showroom is to be opened)

h) ‘Term’ shall have the meaning ascribed to it in Clause 15.1 hereof.

4. INTERPRETATION

In this Agreement, unless the context otherwise requires :

a) the words importing singular shall include plural and vice versa;

b) the headings are for convenience or reference only and shall not be used in

and shall not affect the construction or interpretation of this Agreement;

c) the words “include” and “including” are to be construed without limitation;

d) the expressions “hereof”, “herein” and “hereunder” and similar expressions shall

be construed as references to this Agreement as a whole and not be limited to

the particular clause or provision in which the relevant expression appears;

e) time shall be the essence in the performance of the Parties’ respective

obligations under this Agreement;

f) Annexures and Schedules to this Agreement shall be deemed to form integral

part and shall be read, as if they are specifically incorporated herein;

g) Any reference to this Agreement or to any other agreement or statute or deed

or other instrument shall be construed as a reference to such agreement,

 statute, deed or other instrument as the same may from time to time be

amended, varied, supplemented, re-enacted or novated, as the case may be;

h) Any references to Clauses, Articles, Annexures and Schedules are references

to Clauses, Articles, Annexures and Schedules, respectively, of this Agreement;

5. APPOINTMENT

Subject to the terms and conditions contained in this Agreement and in consideration

of the payment or Royalty by the Franchisee to the Franchisor, the Franchisor hereby

grants to the Franchisee, the right to carry on the Business as a franchisee on a

(exclusive basis) in the Territory.

The Franchisor hereby grants the Franchisee the right to use Business Name and

Logo of the Franchisor in the Territory during the Term of this Agreement in the

manner and subject to the terms and conditions of this Agreement.

6. FRANCHISOR’S INTELLECTUAL PROPERTY

6.1 The Franchisee irrevocably agrees and undertakes to use the Business Name

and Logo of the Franchisor for the limited purposes of the Business only and

not for any other purpose or business. The Franchisee further agrees and

undertakes that it shall not apply or use the Business name and Logo of the

Franchisor in relation to any other products or business of the Franchisee.

6.2 It is agreed and understood between the Parties that the Intellectual Property of

the Franchisor shall always remains the exclusive property of the Franchisor

and the Franchisee shall not be entitled to use or copy the same in any

manner other than in connection with the transaction contemplated under this

Agreement.
6.3 It shall pass on any/all information to the Franchisor, which may prejudicially

affect the Business or the Business Name and Logo.

6.4 The Franchisee shall not apply for the registration of the Business Name and

Logo as its Intellectual Property. The Franchisee undertakes to give all

assistance that the Franchisor may require in connection with the registration

of the Business Name and Logo in the Territory

7. PRODUCTS

7.1 The Franchisor agrees to offer to the Franchisee, its complete range of Products,

for the purposes of Business.

7.2 The range of Products for each of the Showroom shall be decided pursuant to the

discussions and consultations between the Parties, keeping in mind the taste,

trends and market conditions.

7.3 The Franchisor shall supply the Products for the Showroom(s) against the order

placed by the Franchisee, at the time and in the manner agreed to between the

Parties.

7.4 The Franchisor shall make reasonable efforts to meet the demand of the

Franchisee, for the supply of any new designs for the Products, but shall not be

bound to do so.

7.5 The Franchisor shall sell the Products to the Franchisee on outright sale basis and

there shall be no exchange or return of the unsold Products.

7.6 The Franchisee shall be responsible for taking all approvals/permissions,

registrations and filings under all applicable laws and that may be required in

connection with and performance of this Agreement.

7.7 The Franchisee agrees and undertakes that during the Term of this Agreement, it

shall not sell any other products from any third-party manufacture(s), competitors

or manufactured by itself, from the Showroom(s).

7.8 The Franchisee shall be entitled to price the Products as per his business policy

decision.

7.9 The Franchisee, during the Term of this Agreement undertakes to have exclusive

relationship with the Franchisor and will not place any direct or indirect orders on

any of manufactures/workers etc of the Franchisor, for the purchase of the

Products. All orders for the Products would be placed directly with the Franchisor

only.

7.10 The Franchisee shall sell the Products in the same condition in which it

receives from the Franchisor and shall not alter or remove or tamper with the

markings or name plates or indications of the source of origin on the Products or

any packaging supplied by the Franchisor unless, as may be mutually agreed

between the Parties in writing.

8. SHOWROOM(S)

8.1 The Franchisor agrees to render consultancy services to the Franchisee for

conceptual designing of the Showroom(s) highlighting the Indian ethnicity and

cultural sensitivities, for a fee as may be agreed between the Parties from time to

time.

8.2 Franchisee agrees that it shall not change the location of the showroom(s), without

the prior written consent of the Franchisor.

8.3 The franchisee agrees that it shall not carry on the Business from a place other

than from the Showroom(s) without the prior written consent of the Franchisor and
 shall not carry on or permit to be carried on any other business from the

Showroom(s).

8.4 The Franchisee shall keep the Showroom(s) and furnishings in a good state of

repair and decoration and shall replace and renew the furnishing and decorations

so as to enhance the reputationof the Business Name and Logo of the Franchisor

in any event and as required or may be required by the Franchisor.

9. FRANCHISEE’S OBLIGATIONS

The franchisee agrees to undertake that:

9.1 It shall diligently promote and conduct the Business with the highest degree of

probity and business competence;

9.2 It shall provide a minimum guaranteed business per annum as mentioned below

from the Showroom. Any increase/decrease in the minimum guaranteed business

will be mutually decided depending upon the size and location of the Showroom.

In the event the Franchisee fails to meet the minimum guaranteed business from

the Showroom, the Franchisor shall be entitled to payment of royalty as specified in

the Agreement on the minimum guaranteed business every year. The payment of

royalty shall be computed on completion of one full year from the date of opening

of the Showroom. However, this clause shall not be in force until 2 years after the

date of signing this agreement.

9.3 It shall allow the Franchisor or its representatives reasonable opportunity to inspect

its Showroom(s) during business hours for verification of the quality of products,

infrastructure, accounting information, stationary and other products available and

being used in connection with the Business.

9.4 It shall not obstruct and thwart the entry of Franchisor its employees and agents in

the Showroom or such other place where the records relating to the Business are

kept by the Franchisee;

9.5 It shall maintain accounting and other records including such other records as

required under the applicable laws relating to the Business.

9.6 It shall maintain highest degree of probity, discretion and business competent in its

dealing;

9.7 The Franchisee, its employees and agents shall conduct the Business in a lawful

manner and shall not engage in any unfair or restrictive or misleading practices or

restore to any forcible, oppressive, vindictive, unfair, illegal of criminal means or

methods of business.

9.8 All complaints/suggestion received from the customer regarding the Business shall

be immediately communicated to the Franchisor. In case of complaints, the

representative of the Franchisor and the Franchisee shall jointly discuss on the

steps to be taken to resolve the complaint;

9.9 The Franchisee agrees and undertake not to sell, manufacture or use goods

competing with the Products and shall not source the products from any other

source, except from the Franchisor;

9.10 The Franchisee agrees and undertakes not to seek customers for the Products

outside the Territory without the prior written consent of the Franchisor;

9.11 The Franchisee shall make full disclosure of all material circumstances and of

everything known to it or which come to its knowledge subsequently, regarding the

subject matter hereof which could affect or influence the Franchisor in any manner

whatsoever;
9.12 The Franchisee shall pass on to the Franchisor, any enquiries from prospective

customers or other leads outside the Territory or such other information which may

come into its possession, for the purposes of Business outside the Territory;

9.13 The Franchisee shall not assign, its right or interest under this Agreement

without the prior consent of the Franchisor;

9.14 The Franchisee shall not delegate any duties or obligations arising under this

Agreement otherwise than which may be expressly permitted under its terms and

on written approval of the Franchisor;

9.15 The Franchisee shall obtain and keep in full force and effect, at all times a

policy or policies of insurance covering transit policy, public liability for injury to

persons or property with policy limits and provisions conforming to such

requirements as the Franchisor may from time to time prescribe or which may be

applicable under the law and shall deliver to the Franchisor copies of all applicable

insurance policies taken out pursuant to the provisions of this Agreement.

10. FRANCHISOR’S OBLIGATIONS

10.1The Franchisor’s obligations during the tenure of this Agreement include the initial

as well as the on-going obligations:

10.2To permit the Franchisee to carry on the Franchise Business for operating and

promoting under the name and style of “________________”.

10.3To provide Franchisee with the charges/ fee allocated for various Products

provided in the Showroom. The fee structure shall be updated by the Franchisor

from time to time.

10.4 Procurement of all types of goods be used for the Franchise Business. The same

shall be provided to the Franchisee, at a cost, by the Franchisor for operation of

the Franchise Business.

10.5To provide the details of the vendors/dealers for purchasing the equipments, and

other products required for the Franchise Business.

10.6To provide training and support to the Franchisee or his appointed personnel for

enabling them to effectively carry out the Franchise business.

10.7The Franchisor shall provide training to the Franchisee for the operation of the

Franchise Business.

10.8The Franchisor shall provide the Franchisee with the brochures, pamphlets and

flex banners for the advertisement purposes. The cost for the same shall be borne

by the Franchisee.

10.9To provide at cost to Franchisee, the design of the forms, bills format and

stationery at cost including reasonable handling charges to the Franchisee.

10.10 The Franchisor may assist in monitoring and managing the Franchise Business

to make sure that the best business practices get implemented at the

Franchisee’s end to run it on profit.

10.11 The Franchisor may also provide regular advice on administrative issues as the

Franchisor may deem fit.

10.12 The Franchisor will also take care of quality of Products to be delivered at the

Franchisee’s end as well as to the customers/parents of the children, through

regular interactions, surprise visits at the Franchisee Showroom etc.

10.13 Franchiser authorizes the Franchisee to conduct business with strategies

suitable to the territory's market

11. CONSIDERATION AND RELATED PAYMENTS

11.1Franchise Fees: Upon the signing of this Agreement and in return for having to

use the Franchisor’s name, logo, trademark and business system, the Franchisee

agrees to pay to the Franchisor a franchise fee of Rs ______________/- (Indian

Rupee Only) plus applicable taxes, at the time of signing this Agreement. The

same shall be deemed as fully earned and shall be non-refundable except under

the conditions specified under this Agreement.

11.2Security Deposit: The Franchisee shall pay a sum of Rs ______________/-

(Indian Rupee Only) to the Franchisor, as a non-interest-bearing security

deposit towards securing the Franchisor’s interest in the Centre developed.

Further the Security Deposit shall be rendered by the Franchisee after expiry of

the Lock In Period. This security deposit shall be refunded after termination of the

Agreement subject to adjustment against any set- off/claims by/of the Franchisor.

11.3Royalty: The Franchisee acknowledges to pay the Franchisor a royalty of ______

% of the gross revenue generated by inquiries generated by Franchisee

and__________ % on the gross revenue based on the inquiries generated by

Franchisor, for the products sold under the franchise business plus applicable

taxes, wherein the royalty which shall be paid by direct debit and without

deduction or set off to such bank account as the Franchisor may from time to time

specify on or before the _________) of the next month.

11.4Central Marketing Fund: The Franchisor shall retain __________% of the

monthly gross revenue, towards the central marketing fund managed by the

Franchisor in order to ascertain Franchisee’s contribution towards the same.

11.5Local Marketing Fund: The Franchisee shall annually spend ________% of its

gross annual revenue towards local marketing and advertisement of the Franchise
 Business, all the local marketing and advertising shall be carried out by the

Franchisee as per the Operational Manual of the Franchisor. The Franchisee shall

keep the receipts of all the local marketing expenses and furnish them to the

Franchisor as and when required by the Franchisor.

11.6Launch and Pre-Opening Expenses: The Franchisee shall spend an amount of

Rs ______________/- (Indian Rupee Only) for launch and pre-opening activities

for the Franchise Business.

11.7The Parties hereto agree that the Franchisee shall make payments for the goods

and equipment/accessories, as ordered / purchased by it and invoiced and

delivered to it by the Franchisor or the vendors specified by the Franchisor, at the

time of delivery to the Franchisee, through Bank Draft /Cheque/NEFT/RTGS in

the name of “__________________________”.

11.8All tax liabilities arising in connection with or arising out of the present Agreement

pertaining to Franchisee shall be the sole responsibility of Franchisee. However,

nothing contained herein shall prevent Franchisor from deducting tax at source as

required by law from the payments due to Franchisee.

11.9In the event that the Franchisee defaults in making any payments due to the

Franchisor as stipulated herein, the Franchisee shall be liable to pay interest

___________ percent per annum, for the entire period of such default in payment

up to the date of receipt of full payment by the Franchisor along with interest, as

aforesaid earned thereon. Further, the Franchisee understands that such non-

payment of dues shall be construed as a material breach of the terms and

conditions specified herein.

12. ACCOUNTS

The Franchisee shall maintain separate records of accounts in respect of the

Business, supply of the Products and conduct of the Business:

a. In accordance with generally accepted accounting standards in the Country;

b. Submit copies of accounts to the Franchisor, within 180 days of the end of

each year.

13. INDEMNITY

13.1 The Franchisee undertakes to indemnify and keep the Franchisor

indemnified and harmless from and against any action, suit, claims,

proceedings, damages, liability, losses, expenses or costs (hereinafter

referred to as “Claims”) suffered by it on account of any breach of warranty,

representations, unauthorized act, fraud, any act, deed, or

13.2 Things done or omitted to be done, or undertaking made by the Franchisor

its employees, officers, agents.

13.3 In the event of any claim being made on the Franchisor, the Franchisee

undertakes to pay on first demand made by the Franchisor of any amount on

this account without any demur, reservation, contest, protest, whatsoever

within 15 days of demand being made.

14. RELATION BETWEEN THE FRANCHISOR AND THE FRANCHISEE

14.1The relation between the Franchisor and the Franchisee shall be on a

principal-to-principal basis;
 14.2The Franchisee shall have no authority, express or implied employ to

represent or bind the Franchisor in respect of or to hold itself out as having

any authority to do or cause to be done, anything other than the function and

duties expressly specified in this Agreement:

14.2.1 Notwithstanding the close cooperation, coordination and interaction

between the Parties as contemplated in this Agreement, it shall not be

deemed to make either Party an agent, partner or joint venture partner

of the other or any analogous relationship. No contention to the

contrary will be raised at any time by either Party.

15. TERM & TERMINATION

15.1Effective Date and Term: The effective date of this Agreement is_____ day

of ______, 20____ (‘Effective Date’) and the Term of this Agreement shall be

for a period of Five (05) years (Term) from the date of its execution.

15.2Lock-in Period: The Franchisee hereby agrees to compulsorily adhere to a

minimum lock-in period of ________years, wherein the Franchisee shall be

hereby forbidden from terminating this Agreement, before the end of such

lock-in period. However, in case the Franchisee chooses to terminate the

Agreement within the lock-in period, the Franchisee shall necessarily serve a

________months’ notice in advance to the Franchisor and also pay a penalty

in the form of exit fee of INR_________________Rs only/-. To the

Franchisor.

15.3Termination: This Agreement shall terminate:

15.3.1 Upon a written notice of _____days served by either party by

registered letter, return receipt requested.

15.3.2 Upon any material breach of the Agreement by the Franchisee and

subsequent failure to remedy the same within __________days upon a

written notice served by the Franchisor.

15.3.3 The Franchisee fails to comply with the provisions as provided by the

Franchisor under this Agreement.

15.3.4 The Franchisee fails to comply with the consideration and

remuneration grounds specified in Clause 11 in case of repeated

delays and irregularities in payment by the Franchisee.

15.3.5 The Franchisee is found selling or promoting products, under any other

brand(s) in the Centre.

15.3.6 Any violation or challenge to the Intellectual Property Rights of the

Franchisor by the Franchisee or his affiliate or due to any of the

activities of the Franchisee arising anywhere in the retail sector or

distribution chain and/or violation by the Franchisee.

15.3.7 If the Franchisee engages in any conduct prejudicial to the Franchise

Business.

15.3.8 The 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 Franchisee makes assignment for the benefit of its creditors

generally or threatens to do the same or any judgment is made against

the Franchisee or any similar occurrence in any jurisdiction that affects

the Franchisee in any manner mentioned above.

15.3.9 If any material change occurs in the management or control of the

Franchisee particularly any change of directors or shareholders.

 15.3.10 If 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.

15.4Right of Renewal: At the end of the initial term, this Agreement may be

renewed for a further period of _________years on such terms and

conditions as may be mutually agreed between the parties to this Agreement.

15.4.1 The Franchisee shall give a written notice of his intention to either

renew the Agreement or not, at least _____months prior to the expiry

of the initial Term of this Agreement. The renewal shall only be

effective provided that:-

a. The 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;

b. The Franchisee shall satisfy all the monetary obligations owed by it to

the Franchisor;

c. Prior to the expiry date, the Franchisee has undertaken, as the

Franchisor may have requested, completed or agreed in writing to

perform, at the 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;

d. Prior to the expiry date, the 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 Franchisee of the

Franchisor;

e. Prior to the expiry date, the Franchisee and any person employed by or

concerned with the 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;

16. EFFECT OF TERMINATION

Upon termination of this Agreement for any of the reasons mentioned above the

Franchisee shall:

16.1Immediately cease to operate and conduct the Franchise Business and at the

Showroom; however, it shall not be relieved of the obligation to pay any

monetary dues to the Franchisor as per the terms of this Agreement.

16.2The Franchisee shall furnish complete financial and non-financial details in

the form and format as may be required by the Franchisor within _____days

of the termination of this Agreement.

16.3The Franchisee shall have the obligation to tender payment of all outstanding

Consideration due and payable in accordance hereunder.

16.4The Franchisee shall execute such documents of severance and cessation,

as may be desired by Franchisor.

16.5Cease to exploit Brand name owned by the Franchisor or any company

related to it and licensed to the Franchisee in respect of the Franchise

 Business and desist from using any logo, confusingly or deceptively similar to

the logo and style of the Franchisor in any manner.

16.6Unless otherwise authorized in writing by the Franchisor, remove or

permanently cover all signs or advertisements identifiable in any way with the

Franchisor and in the event of failure promptly so to do, to permit the

authorized agents of the Franchisor to enter on the Premises for such

purpose.

16.7Deliver to the Franchisor all documents including without catalogues,

instructions, notes, publicity promotional and advertising material, samples,

letterheads, business cards relating to the business.

16.8The Franchisor shall be entitled to immediately obtain an order of injunction in

case the Franchisee or their partners/ directors despite termination continues

to directly or indirectly uses or display the brand name, logo or its past

association with the Franchisee in any way or manner. The Franchisee

understands that no amount of money can compensate the Franchisor in this

regard and the usage of the same shall cause irreparable loss and injury to

the Franchisor.

17. MISCELLANEOUS

17.1 Warranty of power to enter Agreement

Each of the Parties represents and warrants that it has the power to enter into

this Agreement and has taken all approvals to give effect to this Agreement.

17.2 Force Majeure

Neither Party shall be responsible or liable for or deemed in breach hereof,

because of any delay or failure in the performance of its obligations hereunder

(except for obligations to pay money due) due to any event or circumstance

and which is beyond the reasonable control of the Party such as national

emergency, war, governmental regulation or act of god. The affected party

shall give notice to the other party of any event constituting force majeure as

soon as reasonably practicable, but not later than 10 days after the date on

which affected party knew or should reasonably have know of the

commencement of the event constituting force majeure. The affected party

shall give notice to other Party of the condition and cessation of the relevant

event constituting force majeure.

In the event, the performance of the any party’s obligation is suspended due to

an event of force majeure, for more than 28 days, the Franchisor may

terminate this Agreement at his sole discretion.

17.3 Whole agreement

The Franchisee acknowledges that this Agreement contains the whole

agreement between the Parties and it has not relied upon any oral or written

representation made to it by the Franchisor or its employees or agents and has

made its own independent investigations into all matters relevant to the

Business.

17.4 Supersedes prior agreements

This Agreement supersedes any prior greement between the Parties whether

written or oral and any such prior agreements between the Parties.

17.5 Discretion

No decision or approval of any matter mentioned in this Agreement or arising

from it shall be deemed to have been made by the Franchisor except if in

writing and shall be as its sole discretion unless otherwise expressly provided

in the Agreement.
 17.6 Notices:

All notices, returns of material, requests, consents and other communications

required, permitted or desired to be given hereunder to be served upon or

given to the Parties hereto shall be deemed duly served and given when

received after being sent by confirmed facsimile transmission or delivered by

hand or sent by registered or certified mail, return receipt requested, postage

prepaid, e-mail notices to be followed up by signed hard copies.

17.7 Dispute Resolution

17.7.1 In the event of any dispute or difference arising out of or

otherwise relating to this Agreement, the Parties will endeavor

to settle it amicably within __of such differences/dispute

having so arisen.

17.7.2 Any unresolved dispute will be referred to arbitration of three

arbitrators, one to be appointed by the Franchisor, the other to

be appointed by the Franchisee and both the arbitrator so

appointed, shall appoint the third arbitrator who shall act as

the Presiding Officer and shall be governed as per the

provisions of the Arbitration and Conciliation Act 2015, as

amended from time to time.

17.8 Confidentiality

17.8.1 The Franchisee agrees and undertakes that during the Term

of this Agreement it has shall not disclose or make available

to any third party, any confidential and proprietary

information’s, trade secrets of the Franchisor, including,

without limitation, financial information and information

relating to the Products, techniques and modes of

 merchandising, marketing techniques, source of the Products,

procedures and know-how, and terms of this Agreement;

17.8.2 This clause shall survive termination of this Agreement.

17.9 Proper law and jurisdiction

17.9.1 This Agreement shall be governed by laws of India in every

particular including formation and interpretation.

17.9.2 By signing this agreement parties submit themselves to the

jurisdiction of courts situated in ____________ only.

17.10 Waiver

Waiver of the breach of any term or provision of this Agreement by any

Party shall not be deemed to be or operate as to be construed as a

waiver by that Party, of any other subsequent breach of this Agreement

by the other Party.

17.11 Severability

If any part or parts of this Agreement is or are invalid or unable to be

enforced for any reason, the invalidity or unenforceability shall not effect

the operation, construction or interpretation of any other provision unless

it would be contrary to or materially alter the express or implied intention

of the Parties.

17.12 Modification of the Agreement

No amendment, modification or addition to this Agreement shall be

effective or binding on either of the Parties unless set forth in writing and

executed by them through their authorized representative and subject to

obtaining requisite Approvals, if any, following such execution.

 17.13 Costs

Each of the Parties shall pay their own costs and expenses incurred by it

in connection with negotiation and execution of this Agreement.

17.14 Counterparts

This Agreement may be executed in counterparts and each of which

would be treated as an original.

17.15 Assignment

This Agreement cannot be assigned/transferred by the Franchisee nor

can the Franchisee grant any sub-licence and/or the right to operate the

Showroom and/or delegate any duties or obligations arising under this

Agreement to third parties without the prior written permission of the

Franchisor.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS

FRANCHISE AGREEMENT TO BE EXECUTED THE DAY, MONTH AND

YEAR FIRST ABOVE WRITTEN.

_______________________ M/s.________________________

Franchisor Franchisee

(Through its Authorised Signatory) (Through its Authorised Signatory)

WITNESSESS:

1.
2.