AGREEMENT BETWEEN A FRANCHISER AND FRANCHISEE GRANTING FRANCHISE RIGHTS WITH RIGHT TO APPOINT SUBFRANCHISEES IN THE TERRITORY ALLOTTED in Marathi

AGREEMENT BETWEEN A FRANCHISEE AND SUB?FRANCHISEE GRANTING FRANCHISE RIGHTS FOR A TERRITORY

THIS AGREEMENT made at____________.on ths.................. day of 2000 between XYZ registered office at____________.Mumbai, hereinafter called Company Ltd., a company incorporated under the Companies Act, 1956 and having its"the Franchisee" (which expression unless it be repugnant to the context or meaning thereof be deemed to mean and includes its successors and assigns) of the ONE PART and ABC Company Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at____________. Hereinafter called "the Sub? Franchisee" (which expression unless it be repugnant to the context or meaning thereof be deemed to mean and includes its successors and assigns) of the OTHER PART.

WHEREAS

(1) M/s____________.Plc, which is a company incorporated under the____________.Act of USA and having its registered office at ................USA is a well established and reputed multinational company operating in 35 countries of the world, doing the business of "Mc International" brand high quality food products of various countries.

(2) The said M/s____________.Plc has, through its experience and extensive research, developed many famous food products which have been very popular in different countries of the world.

(3) By a Franchise Agreement made at____________.on ____________.day of____________. 2000 between M/s ____________.Franchiser of the one part and M/s XYZ Co. Ltd. of the other part and referred to as the Franchisee herein, the Franchiser has granted the right to undertake franchise business throughout the territory of India with the right to appoint sub?franchisees within the territory to exploit the same on the terms and conditions laid down in the said agreement dated ____________.The said agreement dated is annexed to this agreement and marked as Annexure I

(4) The Franchisee is desirous to appoint sub?franchisees for the sale of food products of the Franchiser in various parts of the country. It has negotiated with various Entrepreneurs, who were interested to undertake Franchise business of the Franchiser in the territory of Delhi. After negotiations, the Franchisee has decided to appoint the Sub? Franchisee as Franchisee for undertaking Franchise business in territory of Delhi.

(5)The Franchisee declares that it has not appointed any Franchisee to undertake the franchise business in Mc International food products in the said territory, hereinafter called "the Business"

(6) The Franchiser has intimated to the Franchisee that the market of Mc International food products in Delhi will be developed by hard work, prompt and efficient, satisfactory and courteous service of the Sub?Franchisee, as there are variety of food products of different systems in India and there are various outlets of fast food in the said territory.

(7) The Sub?franchisee has no experience in dealing with food products, but he has the experience of business of different products and has sufficient finance for undertaking the franchise business in India and it has also assured the Franchiser to develop the Franchise business in India.

(8) The Sub?franchisee has acquired the ownership of Shop No. ____________.in____________. Marketing Complex, Connaught Place, New Delhi hereinafter called the said premises, where the Sub? Franchisee has to open outlet for the franchise business.

NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

(1)The Franchisee hereby grants to the Sub?Franchisee the right to carry on the Franchise Business, subject to the terms and conditions of this Agreement in the Premises.

(2) Subject to clause____________.of this agreement relating to termination, this Agreement will subsist for a period of 5 years commencing on the____________.day of____________.2000.

(3) The Franchise with the authorization of proprietor of the Trade Mark, authorizes the sub?franchisee to use the trade marks solely for the purpose of the Business in the territory in accordance with the instructions and directions of the Franchiser and the Franchisee. The Sub?Franchisee will not do anything which may damage or prejudice the goodwill or reputation of the Trade Mark. The Sub?Franchisee will also ensure that no third party infringes the Trade Mark of the Franchiser in the territory and if he comes to know about the infringement of the Trade Mark, the Sub?Franchisee shall promptly inform the Franchisee and the Franchiser about the same in writing.

(4) The Franchisee shall provide the following services to the Sub?Franchisee

(a) Arrange comprehensive training through the trainers of the Franchiser in the commencement and operation of the Business. The said training will be for a period of 2 weeks and at the place of the Franchisee and the sub?franchisee has to depute its Manager to the Franchisee place for training at its own expenses. The sub franchisee will have to pay Rs.50,000 towards his contribution for the training expenses to be paid to the Franchiser;

(b) To provide the copy of the Manual published by the Franchiser containing the lay out of the outlet, staffing requirement of outlet, Staff job description, Service standards, Standard of quality of the products to be sold at outlet, staff uniform, cleaning routines, Menu of the outlet, system of the business, technical know?how and other relevant information relating to conduct of the said Business;

(c) To provide help and guidance in establishment, and efficient operation of the Business;

(d) To give update information received from the Franchiser containing the improvement or alterations in the Manual and Business system or the products to be serviced at the outlet;

(e) To furnish all material for advertising and promotion of the Business received from the Franchiser and prepared by the Franchisee himself in India for use;

(f) To furnish newsletters received from the Franchiser containing the development of the Business, position of the Franchise business in International market and other information useful for the franchise business;

(g) To provide guidance or help on the written request in the matters of management, f inance and promotion of the Business;

(h) To provide such continuing assistance, advice and guidance to the sub?franchisee as the franchisee considers reasonable and necessary for the efficient functioning of the Business.

(5) The Sub?Franchisee shall pay to the Franchisee the amounts as specified below:

(i) A sum of Rs. 10,00,000 on the execution of these presents;

(ii) Monthly Franchisee fee at the rate of 12% of the total value of all invoices rendered by the sub?franchisee without deduction of any taxes, expenses, commissions, or other charges or debits whatsoever will be payable monthly before the 7th day of the month following the month to which the fee relates;

(iii) Sum @ 2% of the previous month's gross turnover towards contribution to Fund for Advertising and Promotion.

(6) In order to maintain uniformity and standards of the Business throughout the world and keep the reputation and prestige of the Trade Marks of the Franchiser, the Sub?Franchisee undertakes to the Franchisee as under:

(i) To ensure that there are sufficient funds for the operation of the Business under this Agreement;

(ii) To commence the Business within one month of these presents;

(ii) To use the Marks in the Business and to maintain the high standards associated with the Marks;

(iv) To keep confidential the manual, methods and system of the Business and information relating to method of operation, advertisement, present or policies of the Franchiser or any other information relating to the operation of the Franchiser;

(v) To obtain a signed confidentiality undertaking from all its employees at the time of their joining service of the sub?franchisee in the form set out in Annexure II enclosed herewith;

(vi) To obtain licences, permissions from the State Government, local or statutory authority to commence and operate the Business and to keep the said licences and permissions in force;