Franchise Application Form

Firm Name
SMILE HANDWRITING
Name of Proprietor
1.
MRS. SEEMA
W/O
Address
Moblie No.

MR. AJAY
E 401 KHINVASARA WOODS ULKA NAGARI AURANGABAD
9822020625
Email ID AJAYK.KULKARNI@REDIFFMAIL.COM
Edu. Qual. MA(ENGLISH)
D.O.B. 10/06/1979
Wedding Anv. 30/12/1999
Present Business Job . HOUSE WIFE

Address(O)

E 401 KHINVASARA WOODS ULKA NAGARI AURANGABAD -431005

PAYMENT INFORMATION
Mode Of Payment: Debit Card
Bank:

Amount Rs.: 30000

Branch:

DD/Cheque No:
Date

I confirm that the information is correct, and that I have read and understood all the terms and conditions as mentioned and I agree to
abide by them.
13/10/2014
(SIGNATURE OF FRANCHISEE)

(DATE)

(SIGNATURE OF EXECUTIVE)

MASTER MIND TUTORIALS PVT. LTD

FRANCHISE AGREEMENT
This Unit Franchise Agreement (the "Agreement") is made and executed on this ----------Day of -----------20 Between: 1 Master Mind Tutorial Private Limited, a company incorporated under the provisions of the
Companies Act, 1956 and having its registered office at, 51 Sampat Hills, Opp. Sahara City, Bicholi Bypass, Indore- 452016 (hereinafter referred to as "Franchisor" which expression unless repugnant to the
context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE
PART; And 2 The Person(s) named in Annexure "A" hereof hereinafter referred to as the "Unit
Franchisee", which expression shall unless it be repugnant to the context or meaning hereof shall be
deemed to mean and include (I) in the case of the unit franchisee being a soul proprietary
concern/individual-the heirs, administrator, executors, legal representatives and permitted assigns of the
proprietor; (II) in the case of Unit Franchisee, being a partnership firm the partner for the time being and
from time to time of the firm, the survivor or survivors of them, their respective heirs, administrators,
executors, legal representatives and permitted assigns and (III) in case of Unit Franchisee, being a
company/registered associations-it successors and assigns (IV) in case of merchant being a trust- The
Trusties from time to time of the Trust, administrators, beneficiaries and the survivor or survivors of
them, executors, legal representatives and permitted assigns (as the case may be) of the OTHER PART
Franchisor and the Unit Franchisee shall be hereinafter individually referred to as the "Party" and
collectively as the "Parties".
WHEREAS
1. Franchisor is engaged in the business of providing services of supplementary education to the
students and has developed the Concept and is providing such specialized services under its
Trademark, mentioned in Schedule [I].
2. As a part of its Business strategy, Franchisor wishes to develop and expand its Business to the
Territory.
3. The Unit Franchisee wishes to perform such Business, obtain the right and license to use the
proprietary rights of Franchisor including its Trademark in the Territory.
4. The Unit Franchisee has represented to Franchisor that it has the relevant and requisite
experience, expertise and capital to execute and perform the Business as per the terms and
conditions and in the manner as set out in this Agreement..
Pursuant to the aforesaid, and relying upon the representations and warranties of the Unit Franchisee,
Franchisor has agreed to engage the Unit Franchisee for execution and performance of the Business
and the Unit Franchisee has accepted its engagement subject to and in accordance with the terms and
conditions set out in this Agreement.

Now Therefore, in consideration of the premises and mutual terms and

condition hereinafter set forth, the parties agree as follows:
General
1

DEFINITIONS AND INTERPRETATION

1.1.Definitions
. The following words and expressions used in this Agreement shall have the meanings
respectively assigned below:
. Agreement shall mean this service agreement along with the schedules attached hereto, as
may be amended or modified from time to time, in accordance with the terms hereof.

may be amended or modified from time to time, in accordance with the terms hereof.
Affiliates means, with respect to any person, any other person directly or indirectly
Controlling, Controlled by, or is under common Control with, such first person and includes
without limitation, its holding companies, its subsidiaries and subsidiaries of its holding
companies.
. Applicable Laws means all applicable laws in force and effect as of the date hereof and
which may be promulgated or brought into force and effect hereinafter in India by any authority,
including any Governmental Authority, including any revisions, amendments or re-enactments
including without limitation statutes, rules, regulations, bye-laws, policies made thereunder,
judgments, decrees, injunctions, writs, orders issued by any court of record or other
requirement or official directive of any Governmental Authority or any person acting under the
authority of any Governmental Authority or any statutory authority, including any notification
issued by the Reserve Bank of India or of any Governmental Authorities, as may be in force
and effect during the subsistence of the Agreement.
. Business means the business operated using the Concept.
. Confidential Information shall mean and include, without limitation, Know-How developed
by Franchisor, Manual, Concept, all information, particulars, all documentation, data, particulars
of the works and technical or commercial information, whether oral, written, visual, tangible,
intangible, electronic form or otherwise, made by (or on behalf of) Franchisor or obtained
directly or indirectly from Franchisor or its representatives, or its related corporations, group,
associates or advisors, by the Unit Franchisee or which is generated by the Unit Franchisee, or
any information or data that the Unit Franchisee receives or has access to, whether pursuant to
rendering the Business to Franchisor or otherwise, as being confidential information of
Franchisor.
. Concept means the concept of providing services to clients using the System and Trademark
in the manner as provided in the Manual.
. Control with respect to any person, shall mean:
(a)
the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of such person, whether through the ownership of voting
securities, by agreement or otherwise; or
(b)
the power, direct or indirect, to elect or appoint majority of directors of such person;
or
(c)
the possession, directly or indirectly, of voting rights or interest of more than 50% in
such person.
and Controlling and Controlled by shall be construed accordingly.
. Effective Date means the date of execution of this Agreement.
. Initial Training or Initial Training Program means training provided by the Trainers to the
Nominated Trainees with respect to the Concept and Business.
. Know-How shall mean the Franchisors substantial knowledge of and expertise in providing
the Business developed over a period of time.
. Manual shall mean the operating manual of Franchisor which contains the full details
pertaining to the System and the operation of the Business.
. Unit Franchise Business means the business carried out by Unit Franchisee in the Territory
as detailed in Schedule [I]
. Unit Franchise Fee means the fee mentioned in Schedule II of this Agreement payable by
Unit Franchisee to Franchisor as per the terms of this Agreement.
. Nominated Trainees shall include Unit Franchisee if Unit Franchisee itself acts as a trainee
and all such persons as identified by Unit Franchisee to be trained under the Initial Training

program.
. Study Materials shall mean such preparatory material provided by Authorized supplier of
Franchisor at the cost.
. System means the method of operation developed by Franchisor using the Know-how as set
out in the Manual or otherwise communicated by Franchisor.
. Taxesmeans applicable tax on gross income, gross receipts, sales, use, ad valorem, valueadded, service tax, withholding tax; duties of custom and excise, stamp duty or other taxes,
fees, assessments or charges of any kind whatsoever, together with any interest and any fines,
penalties, additions to tax or additional amount with respect thereto and Taxation or Tax shall
have a corresponding meaning.
. Territory shall mean the territorial jurisdictions mentioned in schedule III.
. Trainers shall be such persons authorized by the Franchisor to train the Nominated Trainees.
. Trademark shall include the marks registered with franchisor as trademark under the
provisions of the Indian Trademarks Act, 1999.
. Trademark License means the license agreement to be entered into by Franchisor and Unit
Franchisee for granting the Unit Franchisee the non-exclusive right to use the Trademark in the
Territory in accordance with the terms and conditions setout therein.
. Term shall mean a period mentioned in schedule III unless terminated earlier in accordance
with the terms and conditions of this Agreement
. Master-Franchisee shall mean such persons /organization, which is permitted by Franchisor
to appoint and provide services to unit franchisees in the territory.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
Words importing the singular only also include the plural and vice versa where the context
requires;
Any marginal notes or headings in this Agreement shall not be deemed to be part thereof
nor be taken into consideration in the interpretation or construction of the Agreement;
References herein to clauses and schedules are to clauses and schedules in this
Agreement unless expressly stated to the contrary;
References herein to persons shall include natural persons, bodies corporate,
unincorporated associations, partnerships and any organization having legal capacity;
The term including shall mean including without limitation, and any words introduced
by those words or any similar expression shall be construed as illustrative only, and all
derivatives of including shall be construed accordingly;
In case of any inconsistency between the Agreement and its Schedules, the provisions
contained in the Agreement shall prevail.
2

THE GRANT
Franchisor hereby grants to Unit Franchisee, the right to carry out the Unit Franchise Business
using the Concept and Trademark for the Term in the Territory in accordance with the terms of
this Agreement, the Applicable Laws and the Manual.
RENEWAL
Upon the expiration of this Agreement, the Franchisor may, at its option renew this Agreement
3.1
for additional term as per schedule III, subject to the following preconditions:
1. Unit Franchisee shall give written request for renewal to the Franchisor at least 30 days

prior to the expiration of this Agreement so as to Franchisor exercising of its sole right to
grant or revoke Unit Franchisee a renewal.
2. If the renewal request is not received from the Unit Franchisee till the term of the
agreement date then it will be considered that Unit Franchisee does not want to renew the
agreement and under the circumstances the franchisor is free to appoint a new Unit
franchisee in the territory.
3. Unit Franchisee shall not be in default of any provision of this Agreement or Any Other
Agreement between Unit Franchisee and Franchisor and Unit Franchisee shall have
complied with all such agreements throughout the term of this Agreement.
4. In case of renewal of this Agreement, both the Parties will enter into a New Unit
Franchisee Agreement in the form then being used by the Franchisor.
4 RESPONSIBILITIES OF FRANCHISOR
4.1 The Franchisor shall provide training to the Unit Franchisee with:
1. Initial Training by the Trainers to the Nominated Trainees by Unit Franchisee. Training
can either be provided physically or online at the cost mentioned in schedule (II).
2. The Franchisor will impart time to time mandatory refresher training at the cost mentioned
in schedule (II).
3. The manual and any training in relation to the manual, if required.
The Franchisor shall have the Copyright and other propriety rights in the Study Material or any
of its translations.
The Franchisor shall ensure that the Manual is kept up to date with any alterations or
4.3
improvements in the System or the operation of the Business.
The Franchisor shall make available to Unit Franchisee at the request of Unit Franchisee, any
4.5 advice, know how, guidance in such areas of management, finance and promotion of the
Business.
4.6 The Franchisor shall provide dynamic website to the Unit Franchisee.
The Franchisor shall provide its ERP solution to manage and control the Unit Franchisee
4.7
Business in the Territory.
5 Review of Unit Franchisee Business
The Franchisor may make visit by Franchisors nominated representatives or any other staff as
5.1 the Franchisor considers appropriate, to monitor the Unit Franchise Business and the
standards.
5.2 In order to try and ensure that Unit Franchisee Business is operated to a consistently high
standard and to maintain the common identity and reputation of the Franchisor, Franchisor,
may review and audit Unit Franchisee Business regularly or as often as the Franchisor deems
necessary. The Unit Franchisee, at the request of the Franchisor, provide or ensure that there
is provided to Franchisor all information and documentation and other matters required by the
Franchisor in order for the Franchisor to carry out such quality control. Without prejudice to the
generality of the forgoing the Unit Franchisee must provide the Franchisor with any information
as the Franchisor deems necessary.
6 RESPONSIBILITIES AND OBLIGATIONS OF THE UNIT FRANCHISEE
In order to protect the goodwill and reputation of the Business the Unit Franchisee agrees,
during the Term, to observe the following responsibilities and obligations:
6.1 Training and Commencement
4.2

1. Before the beginning of Initial Training Program by the Franchisor or Master Franchisee,
the Unit Franchisee nominated trainees will enter into a Trainers Agreement.
2. The Unit Franchisee shall ensure that all the Nominated Trainees are trained by Trainers
under the Initial Training program.
3. The Unit Franchisee shall commence the Unit Franchisee Business only when the
Nominated Trainees are successfully trained by the Trainers under the Initial Training
program.
4. The Unit Franchisee will ensure that all nominated trainees must attend the mandatory

refresher trainings which will be timely scheduled by the Franchisor at the cost mentioned
in schedule (II).
5. The Unit Franchisee will abide by the ERP training procedure provided by the Franchisor.
6.2 Carrying Unit Franchisee Business
1. The Unit Franchisee shall at all times carry out the Unit Franchisee Business to the
highest possible standards, under the Trademark and no other name, and use its best
endeavors to promote the Unit Franchisee Business and Trademark in the Territory.
2. The Unit Franchisee shall use its best endeavors to maintain the highest standards in all
matters connected to the Business and observe the highest standards of integrity and
courtesy in dealing with members of the public and Unit Franchisees in the Territory.
3. The Unit Franchisee shall carry out Unit Franchisee Business diligently and in manner in
all material respects satisfactory to Franchisor and as per the requirement of Franchisor
to maintain the reputation and goodwill of Franchisor and its Business.
4. The Unit Franchisee shall keep the Franchisor informed of the market developments in
the Territory and of any plans for development in the Unit Franchisee Business that could
have an effect on
the Business, and must immediately notify us in writing of the full
details of any party seeking or offering to provide the services or competing services or to
carry the Business or a similar business in the Territory.
5. The Unit Franchisee shall not engage in any activity or practice that is detrimental for Unit
Franchisee Business.
6. The Unit Franchisee shall carry out the Unit Franchisee Business from the premises
which shall be approved by Franchisor in writing.
7. The Unit Franchisee shall ensure that Unit Franchisee himself/herself or his/her
Nominated trainers shall attend all meetings, trainings or refresher trainings without fail
whenever called for by the
Franchisor or Master Franchisee of the territory, and that
the expenses for this would be borne by the Unit Franchisee only.
6.3 Purchase and use of Study Materials
1. The franchisor dose not supply and sale any type of study material and books. The Unit
Franchisee shall purchase the Study Materials only from the authorized supplier of the
Franchisor at the cost.
2. The Unit Franchisee shall use such Study Material in accordance with the terms of this
Agreement and Manual and shall not reproduce the Study Material or any of its part in
any form whatsoever.
6.4 Finance
1. The Unit Franchisee shall ensure that it has all the adequate finance, including working
capital, to discharge its responsibilities and obligations under this Agreement.
6.5 Student Fees.
1. Unit Franchisee will charge uniform fees from the students in the territory as per the
guidelines of the Franchisor.
2. If any change in the student fee is required then the Unit Franchisee will give a written
request to the franchisor. Upon the approval of the request the Unit franchisee will be
charging the same.
3. The franchisor does not charge any share or royalty on student tuition fee collected by the
Unit Franchisee. The Unit Franchisee will retain 100 % amount of the student fee and
collect service tax as applicable.
4. The Unit Franchisee will register itself for service tax no. and it will be the sole
responsibility of the Unit Franchisee to collect service tax from the student and remit the
same to the government authorities.
6.6 Audit and Accounts

1. The Unit Franchisee will mandatorily submit monthly online report by 10th of each month
for the previous month, for Unit Franchisee business given in ERP without any fail.
2. uring the Term and for a period of one year thereafter, Franchisor or Franchisors auditor
or authorized representatives shall be entitled to inspect and audit Unit Franchisees
books of accounts and all supporting documentation relating to Unit Franchise Business
in respect of the whole or any part of the period of this Agreement at any time on
Franchisors giving notice Unit Franchise, such inspection or audit to be during
reasonable business hours.
3. If an audit (or any other periodic inspection not being full audit) shows that Unit
Franchisee accounting as to the calculation of the payments due under this Agreement or
any other financial matter is incorrect, Unit Franchise undertakes promptly to rectify the
defect in the amount accounted for or the accounting system defect as the case may be.
If on the audit the sum paid to Franchisor is found to be insufficient by a figure equivalent
to 2% of the sum paid, Unit Franchise must pay the full cost of the audit incurred by
franchisor.
6.7 Taxes
1. Unit Franchisee shall in a timely fashion deduct and pay to the appropriate taxing
authorities, on behalf of Franchisor, any amount which Unit Franchisee is required to
withhold under any laws in the Territory on payments made by Unit Franchisee to
Franchisor.
2. All other taxes imposed on payments by Unit Franchisee to Franchisor, including, but not
limited to, value-added taxes, consumption taxes, and sales taxes, which may be imposed
now or in the future under the laws of the Territory or any taxing authority therein, shall be
Unit Franchisees sole responsibility, and Unit Franchisee shall transmit such taxes to the
appropriate fiscal authorities. Such taxes shall not affect Unit Franchisees obligation to
make payments to Franchisor as required under this Agreement.
3. Unit Franchisee shall transmit, in a timely fashion to Franchisor official receipts for
payment of all taxes withheld. If Unit Franchisee fails to withhold or pay such taxes, it
shall indemnify Franchisor for the full amount of such taxes and for any loss or liability
occasioned by Unit Franchisees failure to withhold as required by law, including, but not
limited to, any penalties, interest, and expenses incurred by Franchisor.
4. Any governmental charges relating to or arising out of this Agreement, or any amendment
hereto, in the form of registration fees or any other similar governmental rates, taxes or
charges shall be paid (a) by Unit Franchisee when such charges are due under any local
or state law in effect in the Territory, and (b) by Franchisor when such charges are due
under any federal, state or local law applicable specifically to Franchisor.
6.8 Permits
Unit Franchisee shall comply with all state and local laws, rules and regulations, and shall
timely obtain any and all permits, certificates, or licenses necessary for the full and proper
conduct of the Business licensed hereunder.
6.9 Communication links
The Unit Franchisee shall maintain the communication links with Franchisor and students
6.10 Compliance with laws and regulations etc.
The Unit Franchisee shall comply with and shall have all the necessary approvals, licenses,
permits etc. required under laws of the Territory for carrying out its responsibilities and
regulation under this Agreement.
6.11 Trademark
The Unit Franchisee shall use the Trademark in accordance with the terms and condition of the
Trademark License Agreement only and shall not use or cause to use the Trademark in any
way that may adversely affect the reputation of the Business or the Trademarks.
6.12 The Manual
The Unit Franchisee shall conduct the Unit Franchise Business by operating the System in the
Territory properly and strictly in accordance with the Manual.

6.13 Advertising and Promotion

1. The Unit Franchisee will conduct and implement all activities as mentioned in manual.
The sequence of the activity can be change according the need of territory. The Unit
Franchisee can also conduct any new activity after approval from the franchisor.
2. It is mandatory to participate if there is a joint advertisement planed in unit franchisee
territory. The yearly cost sharing will not be more than 50% of the franchisee fee charged.
Apart from this clause if any unit wants to actively advertise on its own cost then they are
free to do so.
3. The Unit Franchisee will update the website regularly to advertise and promote the Unit
Franchise Business.
6.14 Goodwill
1. The Unit Franchisee agrees that all the goodwill in the System, Trademark and the
Business belongs to Franchisor and that any additional goodwill generated from the use
or exploitation of the System, the Trademarks and the Concept in the Unit Franchisee
Business belongs to Franchisor and is held by the Unit Franchisee as the trustee of
Franchisor.
2. All the clients of the Unit Franchisee Business are, for the purpose of this Agreement (but
not as regards any liability or otherwise), Franchisors clients and not the clients of Unit
Franchisee.
6.15 Non Compete
At all times while this Agreement is in force and 3 years after its expiration or termination, the
Unit Franchisee shall not, be directly or indirectly engaged, concerned or interested in a
business similar to the Business, including having financial interest in such a business that may
enable the Master Franchisor to influence its economic conduct.
6.16 Development of the Territory
Unit Franchisee agrees that it will operate in such manner as set forth in the Development
Schedule attached as schedule [IV] hereto.
6.17 Hierarchy
That, there may be an existing Master Franchisee/Divisional Master Franchisee or may be
appointed in near future, in such case.
1. All the services will be provided on behalf of the Franchisor by such Master Franchisee/
Divisional Master Franchisee.
2. UF will abide by all the norms of this agreement towards such and Master Franchisee/
Divisional Master Franchisee also.
7 PAYMENT OBLIGATIONS OF UNIT FRANCHISEE
1. Subject to the terms and conditions of this Agreement and in consideration of the grant of
right to use the Concept and Trademark, the Unit Franchisee agrees to pay to the
Franchisor.
2. Unit Franchisee Fee and Training fee mentioned in Schedule [II] as per the payment
terms set out there in;
8 REPRESENTATIONS AND WARRANTIES
The Unit Franchisee hereby represents and warrants to that:
1. It has been provided with sufficient information in relation to the Unit Franchise Business.
2. It is fully experienced and qualified to perform the duties and responsibilities necessary to
carry out the Unit Franchisee Business in accordance with this Agreement and
possesses and will make available to Franchisor under this Agreement the required high
level of resources, professional expertise, organisation, knowledge and availability of able,
skilled and experienced personnel for the purposes of providing the Unit Franchise

Business; and
3. In the performance of the Unit Franchise Business it has exercised and will exercise the
degree of skill, care and diligence which a properly qualified, diligent and competent
personnel fully experienced in supervising, co-ordinating, managing and advising in
respect of Unit franchise business of a similar size, purpose, scope, complexity and value
to Franchisors requirements would exercise in the performance of the Unit Franchise
Business in order to achieve Franchisors requirements more particularly described
herein, considering the high duty of trust and confidence which the Unit Franchisee
hereto recognize
4. At all times it will perform and carry on the Unit Franchise Business promptly and in a
proper and efficient manner and in the best interests of Franchisor; and
5. It is and will remain financially solvent and capable and has and will continue to have
sufficient financial resources to fulfil all its duties under this Agreement in the manner
stated herein; and
6. It holds and shall continue to hold and maintain the permissions, licenses, grants,
approvals and authority under the applicable laws of Territory for the performance of Unit
Franchise Business and its responsibilities and obligations in compliance with the terms
of this Agreement in a timely manner; and
7. It shall not enter into any arrangement or agreement with any third party for and on behalf
of Franchisor without the prior written consent of Franchisor or make any representation
or statements in relation to or on behalf of Franchisor to any third party and that
Franchisor shall not, in any manner, be bound or under an obligation to be bound in such
arrangement or agreement entered into by the Unit Franchisee in relation to the
Business; and
8. In case of any loss suffered by Franchisor during the performance of or in relation to or
arising out of the Unit Franchise Business, directly or indirectly, on account of
misrepresentation, negligence, indiscipline, theft, miss-appropriation or any other act, Unit
Franchisee shall immediately on demand make good such loss in the manner and to the
extent called upon by Franchisor; and
9 CONFIDENTIALITY
9.1 The Unit Franchisee acknowledges and understands the criticality of the Business and Concept
developed by the Franchisor and its personnel will have access to all the important, Confidential
Information of Franchisor. The Unit Franchisee shall specifically undertake to keep confidential
all Confidential Information except for the information of Franchisor which are available in
public domain, relating to this Agreement. The Unit Franchisee shall not duplicate or disclose
any Confidential Information to any person (other than those personnel of the Unit Franchisee,
engaged to provide the Unit Franchisee Business, and are required to know on a need to know
basis, provided that they are bound with the same confidentiality obligations as contained
herein), unless such duplication, use or disclosure is specifically authorized by Franchisor in
writing. However the Confidential Information shall not include: 1. Any such information is already in the possession of or known to the Unit Franchisee
prior to disclosure by Franchisor, as evidenced by written records and not in breach of
any confidentiality obligation under this Agreement;
2. Any such information, which is in or becomes part of the public domain through no fault
of or breach of this Agreement by the Unit Franchisee;
3. Obtained from a source other than Franchisor without breach of the confidentiality under
this Agreement.
9.2 Save in respect of purposes expressly sanctioned by this Agreement or for the purpose of
complying with laws, no Confidential Information used by the Unit Franchisee shall be disclosed
or divulged by the Unit Franchisee to any third party other than for the purposes of this
Agreement, without the prior written approval of Franchisor.
9.3 However this shall not apply to any information disclosed pursuant to an order/directive of a
court or governmental agency as so required by such order/ directive, provided that the Unit
Franchisee shall first notify Franchisor of such order/directive to afford Franchisor the
opportunity to seek a protective order relating to such disclosure, provided further that the Unit

Franchisee shall disclose only that portion of Confidential Information which is essential to be
disclosed and the Unit Franchisee will use its reasonable endeavors to protect the
confidentiality of such Confidential Information.
9.4 The provisions of this clause shall survive for a period of five (5) years from the date of
disclosure or expiry of the Term of this Agreement, whichever is later.
9.5 At the request of Franchisor, the Unit Franchisee shall deliver to Franchisor all material,
including Confidential Information in possession of the Unit Franchisee on demand or within
three (3) days of the date of termination/expiration of this Agreement or shall be destroyed in
the manner notified by Franchisor and shall submit a certificate to that effect that in accordance
with the directions of Franchisor, all Confidential Information has been destroyed.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 Except as provided for in this Agreement, Unit Franchiseeshall not acquire a right to use and
shall not use without the Franchisors prior written permission in each instance, the Trademark,
the names, characters, artwork, designs, trade names, any other trademark, service marks or
copyright of Franchisor for any purpose and shall maintain all copyright, trademark, service
mark.
10.2 Unit Franchisee shall not apply to register any Trademarks or service marks confusingly similar
to the Trademarks in any country in the world.
10.3 The Unit Franchiseeaccepts for all purposes that any trademarks, logos, trade names affixed or
used by Franchisor, whether registered or not, constitute the exclusive property of Franchisor
and cannot be used without the prior written consent of Franchisor. The Unit Franchisee shall
not contest, at any time, the right of Franchisor to any trademark or trade name used or
claimed by Franchisor.
10.4 During the term of this Agreement, the Unit Franchisee is authorized to use Franchisors
Trademark only in connection with the Unit Franchisees business as set out in this Agreement
with the prior written approval of Franchisor and in accordance terms and conditions with the
Trademark License Agreement. Nothing contained herein shall give the Unit Franchiseeany
interest in Trademark or any of its trademarks, logos or trade names. In the event of
termination of this Agreement, howsoever caused, the Unit Franchisees, right to use such
trademarks, logos or trade names including Trademark shall cease forthwith from the date of
termination of this Agreement. The Unit Franchisee agrees not to attach any additional
trademarks, logos or trade designations to the Trademark or any other trademarks, logos or
trade designations of Franchisor.
10.5 The Unit Franchiseeshall not publish, nor cause to be published, any advertising, or make any
representations oral or written, which might confuse, mislead or deceive the public or which are
detrimental to the name, trademarks, goodwill or reputation of Franchisor.
10.6 The Unit Franchisee hereby agrees to transfer, assign, convey and vest unto Franchisor the for
perpetuity, without any cost or expense to Franchisor, all rights, interest and title of all copyright
and other intellectual property rights, howsoever arising and in whatsoever media, whether or
not registered, including (without limitation) patents, trademarks, service marks, trade names,
registered design and any applications for the protection or registration of these rights and all
renewals and extensions thereof throughout the world that shall be created in the course of
performance of the Unit Franchisee Business under this Agreement.
11 INDEMNITY
11.1 With effect from the date of execution of this Agreement, the Unit Franchisee hereby agrees to
defend, indemnify and keep indemnified and hold harmless Franchisor, its directors, officers,
employees, and agents ("Indemnified Persons") against all costs, losses, claims, damages and
liabilities, including reasonable attorneys fees, incurred by the Indemnified Persons arising out
of or in relation to or as a consequence of:
1. Any breach of the representations and warranties, or any of the covenants or obligations
of the Unit Franchisee under this Agreement or any of the terms and conditions of this
Agreement by the Unit Franchisee or any employee or agent of the Unit Franchisee, or
any act or omission of the Unit Franchisee;
2. Any act or omission or defect or deficiency in the Unit Franchisee Business;
3. Use of the Trademarks by Unit Franchisee;
4. Any third party claims on account of torts or otherwise on account of deficiency in Unit

4. Any third party claims on account of torts or otherwise on account of deficiency in Unit
Franchisee Business provided by the Unit Franchisee;
5. Violation of Applicable Laws by the Unit Franchisee, or Unit Franchisees directors,
employees, personnel, agents or officers;
6. Fraud, negligence, or willful misconduct or breach of any Applicable Laws by the Unit
Franchisee, its directors, employees, officers, agents, personnel etc.;
7. Claims by government regulators or agencies for fines, penalties, sanctions or other
remedies arising from or in connection with Unit Franchisee's failure to comply with its
regulatory requirements in the Territory;
8. Any claim on account of alleged breach of confidentiality and security of data occurring as
a result of acts of omissions or commission of the Unit Franchisee's employees, officers,
personnel or directors;
9. Any failure by Unit Franchisee and its employees or agents to comply with any provisions
of this Agreement or the Manual.
10. Any claim arising out of the misconduct, negligence or wrongful acts of omission and
commission of employees or directors of the Unit Franchisee.
12 INSURANCE
12.1 The Unit Franchisee must insure with a major reputable insurance company with cover at a
prudent level appropriate for the Territory (or such other minimum sum as the Franchisor may
advice from time to time) against all normal and reasonable foreseeable risks relating to the
conduct of the Unit Franchisee Business, including without prejudice to the generality of the
forgoing:
1. Public and employers liability,
2. Product liability, howsoever arising,
3. All risks insurance for the full replacement value of all Equipment and materials, fittings
and stock and other items used in Unit Franchisee Business in the Territory damaged as
a result of fire, flood, explosion impact, vandalism, burglary and loss of profits of Unit
Franchisee Business,
4. Buildings insurance in respect of the Premises,
5. Any other insurance necessary in the Territory.
6. If Any loss occur due to non insurance, unit franchisee will sole responsible.
13 TERMINATION
13.1 Termination by Franchisor
1. Franchisor shall have a right to terminate this Agreement where the Unit Franchisee is in
breach of any of its representations, warranties, covenants or obligations under this
Agreement.
2. Unless otherwise provided for under the Agreement, the Unit Franchisee shall, to the
satisfaction of Franchisor, cure the breach within 15 (fifteen) days, where the breach is in
relation to any of the obligations under this Agreement, failing which the Agreement shall
stand terminated with immediate effect on the expiry of the cure period, without any
further notice from Franchisor.
3. Franchisor shall have a right to terminate with immediate effect this Agreement:
1. if the Unit Franchisee becomes insolvent or is wound up whether voluntarily or
compulsorily save for the purpose of reconstruction or amalgamation; or
2. if a provisional liquidator, receiver or manager of the Unit Franchisee is duly
appointed; or
3. if the Unit Franchisee enters into any arrangement or composition for the benefit of
his creditors; or
4. in case there is any change in the constitution of the Unit Franchisee, including any
reconstruction or amalgamation; or
5. in case there is a change in the constitution or shareholding of the Unit Franchisee
in violation of the terms of this Agreement; or
6. if the Unit Franchisee suffers any distress or execution to be levied upon his assets.
7. If there is any deviation by Unit Franchisee with respect to Schedule (II) & (IV)
4. Franchisor may at any time terminate this Agreement by giving a thirty (30) days prior

notice in writing to the Unit Franchisee.

14 CONSEQUENCES OF TERMINATION
14.1 In the event of termination by Franchisor for material breach by the Unit Franchisee, Franchisor
may without any charge to or obligation or liability, cancel any portion or the Unit Franchisee
Business under this Agreement.
14.2 At the desire of Franchisor, Unit Franchisee shall immediately novate to Franchisor or any third
party as required by Franchisor.
14.3 All the Unit Franchisees rights under this Agreement on termination shall cease and no
payment whatsoever shall be due to the Unit Franchisee for loss of goodwill, anticipated profits,
consequential losses and any other claims or losses in respect of such termination. The Unit
Franchisee hereby waives any claim to receive any compensation as a consequence of the
termination of this Agreement.
14.4 The provisions of this Agreement shall, to the extent stated or necessarily implied, survive the
termination thereof.
14.5 Termination of this Agreement for whatever cause shall be without prejudice to any rights or
obligations of Franchisor in respect of this Agreement which have arisen prior to such
termination or expiration.
14.6 Unit Franchisee must not for period of (3) Three year following the termination of this
Agreement directly or indirectly be engaged, concerned or interested in a business similar to the
Unit Franchisee Business in the Territory.
14.7 Unit Franchisee must not for a period of (3) Three year following the termination of this
Agreement, either on its own behalf or on behalf of any other person, firm or company seek to
sell or obtain orders in respect of the services for any person, firm or company who at the date
of termination is one of the clients or in the habit of dealing with the Unit Franchisee within the
Territory or represent itself as being in any way connected or having being formally connected
with or interested in the Unit Franchisee Business, the Marks or Franchisors Business.
14.8 Unit Franchisee must not without Franchisors consent in writing during a period of (3) Three
year after termination, either on its account or in connection with or on behalf of any other
person, firm or company, solicit or entice away from the Franchisor any person who is at the
date of the termination employed by the Franchisor or Unit Franchisees, whether or not any
such person would commit a breach of such contract of employment by reason of leaving such
employment.
15 ASSIGNMENT
15.1 The Unit Franchisee shall not assign, transfer or sub-let any right or obligation or the
performance of Unit Franchisee Business under this Agreement to any person without the prior
written approval of Franchisor which may be granted or withheld in Franchisors absolute
discretion. The engagement of any transferee pursuant to this clause shall not reduce or
amend the obligations of the Unit Franchisee under this Agreement and the Unit Franchisee
shall continue to be liable for the performance and execution of the Unit Franchisee Business.
15.2 The Franchisor may at any time without the agreement of the Unit Franchisee charge, assign
or otherwise transfer all Franchisees rights and obligations in relation to the Unit Franchisee
Business or under this Agreement.
16 WAIVER
No failure on the part of Franchisor at any time or from time to time to enforce or to require the
strict adherence and performance of any of the terms and conditions of this Agreement shall
constitute a waiver of such terms or conditions and/or affect and impair such terms or
conditions in any way or the right of Franchisor avail itself of such remedies as Franchisor may
have for each and every breach of such terms and conditions.
17 APPLICABLE LAWS AND ARBITRATION
17.1 Governing Laws and Jurisdiction of Courts
1. This Agreement and its performance shall be governed by and construed in all respects in
accordance with the laws of India. The Parties agree that the courts in Indore, M.P (India)
only shall have the exclusive jurisdiction to entertain and try any suit or other proceedings
that any Party may initiate.

17.2 Dispute Resolution

1. Any dispute, controversy or claim ("Dispute") arising out of, relating to, or in connection
with this Agreement, termination or validity hereof, shall initially be resolved by amicable
negotiations among senior executives of the Parties and, if not resolved through such
negotiations within 15 (fifteen) days of written notice of the existence of such Dispute, be
finally settled by binding arbitration as per the procedure and provisions of the Arbitration
and Conciliation Act, 1996 as amended time to time by a sole arbitrator to be appointed
with the mutual consent of both the Parties.
2. The venue and seat of arbitration shall be Indore, M.P, India and it shall be conducted in
the English language.
3. During the arbitration, the Parties shall continue to fulfill their respective obligations under
this Agreement except for such obligations, which are the subject matter of the arbitration.
4. The arbitral award shall be in writing, stating the reasons for the award, and be final and
binding on the Parties concerned. The award may include an award of costs, including
reasonable attorneys' fees and disbursements.
18 FORCE MAJEURE
18.1 If a Party is prevented from or delayed in complying with an obligation under this Agreement
(other than payment related obligations) by an event beyond its control and which it could not
have prevented by exercise of reasonable skill and care ("Event"), performance by it of that
obligation is suspended during the time, but to an extent that compliance is prevented or
delayed.
18.2 If performance of an obligation is prevented by an Event or if a delay is caused by the Event
exceeds thirty (30) days, then any Party may by a written notice to the other Party terminate the
Agreement.
19 NOTICE
Notices, demands or other communication required or permitted to be given or made under this
Agreement shall be in writing and delivered personally or sent by prepaid post with recorded
delivery, or by legible fax or by reputed air courier and confirmed by registered mail/ courier
addressed to the intended recipient at its address set forth below, or to such other address and
fax number as any Party may from time to time duly notify to the others:
A notice shall be deemed to have been served if delivered personally on the date of delivery, if
posted on the expiration of 7 days after posting, and if sent by fax on the date of transmission.
20 MISCELLANEOUS
20.1 Nothing in this Agreement shall be construed as creating a partnership or joint venture between
the Parties. The Parties shall be considered as independent contractors contracting on a
principal-to-principal basis.
20.2 Any modifications, revisions, amendments to this Agreement shall be mutually agreed and
evidenced in writing signed by both Parties..
20.3 If at any time one or more provisions of this Agreement become invalid or unenforceable, the
said provision(s) shall be deemed excluded