UNISTANI CORPORATE

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Dated ______________, 2020

UNIT FRANCHISE AGREEMENT

By and Amongst:

UNISTANI TECHNOLOGIES PVT LTD

(“Franchisor”)

AND

__________________

(“Unit Franchisee”)

UNIT FRANCHISE AGREEMENT

THIS UNIT FRANCHISE AGREEMENT (the “Agreement”) is entered at ______________ on this ____________________, 2020;

BY AND BETWEEN

UNISTANI TECHNOLOGIES PVT LTD Private Limited Company registered under Companies Act, 2013 bearing CIN U74999DL2017PTC318992, having its registered address at # 309, 5th Floor Liberty Plaza, 3-6-365 Himayatnagar, Hyderabad Telangana 500029 India (hereinafter called the “Franchisor”) and which term shall unless excluded by or repugnant to the context mean and include its heirs, successors, administrators, successors in interest, assignees etc., acting through its Director/ authorized signatory, in this regard party of the FIRST PART.

AND

_________________________, an individual/partnership/corporatebody incorporated under the laws of India, having its registered office/residence at __________________________________________________ (hereinafter called the “Unit Franchisee”) and which term shall unless excluded by or repugnant to the context mean and include its heirs, successors, administrators etc. acting through its Director/authorized signatory, in this regard, party of the SECOND PART. In this Unit Franchise Agreement, the meanings set forth for defined terms and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine or neutral forms as the context may require. The “Franchisor” and the “Unit Franchisee” are also referred to individually as “Party” and collectively as “Parties”.

RECITALS

A. WHEREAS, the Franchisor is in the Food and Beverage industry business engaged in online food business for marketing, selling and delivery with its unique concept of serving food online and is looking out for expansion of its business through franchising under the brand name “UNISTANI™” (having multiple in-house brands) in the territory of India.

B. WHEREAS, the Franchisor after much effort has developed and is in the process of further developing the brand name “UNISTANI™ along with the logo, the designs and its exclusive business model. The Franchisor has exclusive legal rights for the brand name “UNISTANI™ and certain other marks.

C. WHEREAS, the Unit Franchisee desires to associate itself with the Brand by becoming a Unit Franchisee of the Franchisor. The Unit Franchisee has approached the Franchisor for the same, on the following terms and conditions of the Franchisor which are elaborated in detail and constitute a vital part of this Agreement. The Franchisor has agreed in principal for giving the Franchise on relying on the representations made by the Unit Franchisee.

D. WHEREAS, not with standing the terms and conditions contained here in, the relation between the Franchisor 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 Franchisor will not be responsible in any manner whatsoever.

NOW THEREFORE, the Parties here to intending to be legally bound in consideration of mutual Agreements and covenants contained herein do hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

A. In this Agreement, unless the context otherwise requires, the following words shall have the meaning ascribed thereto when used in capitalized form elsewhere in this Agreement:

  • (a) “Agreement” means this Unit Franchise Agreement executed between Parties.
  • (b) “Applicable Law” means all indigenous laws applicable to the franchise business, including Acts, statutes, by-laws, rules, regulations, orders and ordinances together with all codes, guidelines, policies, notices, direction, directives and standards of any governmental authority which are legally mandatory in nature affecting obligations of either of the Parties.
  • (c) “Approvals” means any approval, consent, permit, license, authorization, certificate, exemption, filing, registration, ordinance, guidelines, policies, notices, direction, directives and standards of any governmental authority which are legally mandatory in nature and/or other requirements, which are required under Applicable Law.
  • (d) “Brand name” means and includes the Brand name which is “UNISTANI™ under the franchise Agreement.
  • (e) “Commencement Date” means the date of commencement of the franchisee operations as agreed between the Parties in this Agreement.
  • (f) “Confidential Information” means any documents, data, or information related to the Franchisor’s business that is not generally known to the public including, but not limited to, all tangible, intangible, visual, electronic, present, or future information such as
  • (a) financial information; (b) technical information, including but not limited to research, development, procedures, data, designs, and Technical know-how; (c) business information, including but not limited to products, operations, planning, marketing interests, and products disclosed by Franchisor to the Unit Franchisee: (d) personal information of any customers (e) all information or data which Unit Franchisee has access in connection with performance of the present agreement, whether before or after execution of the present agreement (f) all confidential or proprietary concepts, documentation, reports, lists, files, data, specifications, software, source code, object code, flow charts, databases, data files, inventions, information, know-how and trade secrets, whether or not patentable or copyrightable.

  • (g) “Effective Date” shall mean and include the date of signing of the present Agreement.
  • (h) “Force Majeure” means acts of God (such as tornadoes, earthquakes, hurricanes, floods, fire or other natural catastrophe); strikes, lockouts, country or state lockdown, or other industrial disturbances; war, terrorist acts, riot, or other civil disturbance;epidemics; or other similar forces which Unit Franchisee or the Franchisor along with the kitchen partner could not by the exercise of reasonable diligence have avoided with a Minimum period of 15 days of continuous act.
  • (i) “Intellectual Property Rights” means all intellectual property rights owned at present or in the future to be owned by Franchisor including but not limited to name, marks, characters, artwork, designs, trade names, trademarks, or service marks, training material, marketing material that is in tangible or other electronic form or medium, copyright, technical know-how, all system and process specific information, domestic or foreign letter patent, patent, patent application, patent license, inventions, invention disclosures, software or software usage rights, formulae & processes, proprietary data & data bases & all other similar items of intellectual property, whether registered or not, including any rights created by use thereof used or permitted to be used by Franchisor.
  • (j) “Outlet” means an online shop located at __________________________________ and mentioned by the Franchisor under the Brand name “UNISTANI™ featuring brand _____________________- as per the terms and conditions of the present Agreement.
  • (k) “Products and Services” means and includes selling and delivery of food products and a variety of vegetarian and non-vegetarian foods, as specified by the Franchisor hereunder; specifically through third party portals such as Zomato, Swiggy, Uber Eats etc. and the operation of the Outlet under Brand name “UNISTANI™ featuring brand __________________.
  • (m) “Billing Software” means Franchisors operational software placed in the kitchen for the Unit Franchisee by the Franchisor under this Agreement by virtue of the franchising rights extended under this Agreement towards operation of the franchise business.
  • (n) “Term” means the period of this Agreement commencing with the Effective Date.
  • (o) “Territory” means the geographic area of the unit franchisee distance covered upto 3 Kms measuring in 360* radius by the online food delivery portals at __________________________.

B. Interpretation

i. headings are for convenience only and do not affect interpretation or construction of this Agreement;

ii. except where the context otherwise requires, references to one gender include all genders and the singular includes the plural and vice versa;

iii. except where the context otherwise requires, references to any enactment shall include references to such enactment as re-enacted, amended or extended and any sub-ordinate legislation made under it;

iv. references to persons include companies, corporations, partnerships, associations, and other organizations whether or not having a separate legal personality;

v. except where otherwise indicated, reference to Article, sub-section, recitals and Annexure are to Article, Sub-section, recitals and Annexure of this Agreement;

vi. where under the terms of this Agreement either Party accepts an obligation to use "reasonable endeavors" in and towards the fulfillment of any objective or occurrence the full extent of that Party's obligation shall be to take all such steps which a prudent, determined and reasonable person, acting in his own interests and intent on the fulfillment of such obligation would take;

vii. the rule of construction, if any, that an agreement should be interpreted against the Party responsible for the drafting and preparation thereof, shall not apply.

ARTICLE II

APPOINTMENT AND GRANT OF LICENCE

1. The Franchisor hereby grants to the Unit Franchisee a non-exclusive, non-transferable [Locking 6 months] right to establish and operate within the Territory, the franchisee business under the Brand name “UNISTANI™ featuring brand _______________________. under the specific conditions hereinafter set forth. Furthermore, without extending any exclusive rights and privileges, the Franchisor hereby grants the first right to refusal for setting up any other franchise Outlet within 3 kms of the Territory.

2. In lieu of the receipt of consideration and subject to the terms and conditions of this Agreement, Franchisor hereby grants the Unit Franchisee a personal, non-exclusive, non-transferable, limited right and license to run and operate under the Brand name “UNISTANI™ featuring brand ____________________. within the Territory, with;

  • (a) limited use of the Intellectual Property Rights in accordance with the terms and conditions of the present Agreement for purposes of publicity, marketing and selling Products and provision of Services under the Brand name “UNISTANI™ featuring brand __________________________.

3. The Unit Franchisee disclaims all and any right, title or interest in the Intellectual Property Rights, Software, technical know-how, Confidential Information, training material, or goodwill of Franchisor derived there from including pursuant to this Agreement apart from expressly granted under this Article and Unit Franchisee specifically agrees and undertakes that it shall not:

  • (a) assert any right in excess of those conferred under present Agreement, or
  • (b) question, dispute or otherwise assail the validity, right, title, interest of Franchisor in the Brand name or Intellectual Property Rights owned thereto, or
  • (c) either directly or indirectly through its affiliates or through any other business entities of whatever description employ, claim, assert or hold-out any Intellectual Property Right similar to the Intellectual Property Rights of Franchisor.

4. 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 pre termination of this Agreement whichever event first takes place.

ARTICLE III

PROPRIETARY MARKS

1. The Unit Franchisee acknowledges that the Brand name “UNISTANI™ featuring brand ____________________. is a valid trademark lawfully used by the Franchisor, and that only the Franchisor or its designated franchisees have the right to use such Brand name and such other trademarks, service marks and trade names as may exist or be acquired by the Franchisor. The Unit Franchisee further acknowledges that valuable goodwill and reputation is attached to such trademarks, copyright 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 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 Intellectual Property Rights 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, using any trademark, service mark, symbol, trade name, copyright, or colorable variation licensed hereunder thereof, in which the Franchisor has a proprietary interest.

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 Franchisor, to the Unit Franchisee, and to other franchisees of the Franchisor, and therefore, to enhance the reputation, trade, demand and goodwill of the franchise business, the Unit Franchisee accordingly covenants:

  • (a) To operate, advertise and promote his franchise business under the Brand name “UNISTANI™ featuring brand ________________ 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 the 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 a penalty of INR2,00,000/-(Indian Rupees Two Lakhs only) in addition to other remedies available to them under the Law in addition to any taxes applicable on such penalties as well.
  • (c) To carry out the franchise business under said proprietary marks in accordance with operational standards established by the Franchisor and as set forth in the Operational Manual and/or other documents, if such Operational Manual or other documents are provided to the Unit Franchisee.

ARTICLE IV

LICENSES/ PERMISSIONS

1. The company will provide a three (3) year term license to the Franchisee in order to run the outlet online. Compliances with the local laws in the kitchen is the responsibility of the kitchen partner which will be nowhere related to the unit franchisee. NOTE: -The Franchisee renewal fee will be 30% of the Franchise Fees existing at the time of renewal.

ARTICLE V

CONSIDERATION OTHER REMUNERATIONS

1. Business Fees: Upon signing of this agreement and in return for the right to use Franchisor’s name, logo, trademark and business system, the Unit Franchisee agrees to pay to the Franchisor a Business Fees of INR __________ /- (Rupees __________________ Only) plus applicable taxes as levied by the statutory authority at the time of signing this Agreement.

The Business Fees has been received via RTGS/ NEFT/ IMPS/ CHQ/ Cash/ DD drawn on the Rolling Plate on dated ________________, 2020 as per the following details. The Franchisee Fees/Business Fees has paid in full by the Unit Franchisee to the Franchisor Company at the time of signing of this agreement or by mutual understanding as agreed between Unit Franchisee and Franchisor, and the same shall be deemed as fully earned and non-refundable.

INSTALLMENT DATE REFRENCE NO AMOUNT (INR)

2. PAYMENTS T&C: The Unit Franchisee will get 19% of the total receipt, on monthly basis, as a profit sharing in form of “Commission” from its unit inclusive of all the GST, Cess and any other taxes in force by law from time to time. The Tax Deduction at Source (TDS) shall be deducted from the above Profit-Sharing ratio and balance shall be remitted to Unit Franchisee. The payments will be distributed to the Unit Franchisee on monthly basis (as per actual receipt from third parties like Swiggy, Zomato etc., i.e., the Actual amount received till the last day of the month) on cash receipt System based on third party’s portal. The remittance shall be made within 7-10 working days from the end of the previous month extendable up to 15 working days, depending upon the receipt of payment from the third parties.

3. NO RELOCATION DAMAGES: The Unit Franchise shall not be able to demand any damages, general or vindictive in nature, or any claim from the Franchisor and Franchisor shall not be bound to compensate for any loss to the Franchisee for any relocation of the Kitchen or new location accepted by the Franchisee.

ARTICLE VI

ADVERTISING AND MARKETING

1. The Unit Franchisee shall not advertise or use in advertising or any other form of promotion, the Brand name “UNISTANI™ featuring brand _______________________ without the appropriate trademarks and copyright notice, specifying the Franchisor’s claim for registrations of the marks.

2. The Franchisor shall provide the Unit Franchisee with designs of various advertising campaign and marketing material for promotion in their respective Territory, under the brand name “UNISTANI™ featuring brand __________________. The Unit Franchisee confirms to bear such marketing and advertising cost. The Unit Franchisee shall take prior written approval for conducting various advertising campaign.

3. Unit Franchisee shall use only advertising and promotional materials and programs approved in advance by the Franchisor. Neither the approval by the Franchisor of the Unit Franchisee’s advertising and promotional material nor the providing of such material, shall directly or indirectly, require the Franchisor to pay for such advertisement or promotional activities and/or materials. Unit Franchisee may expand during each calendar year/quarterly; for advertising and promotion of the Franchisee, such funds as it deems fit and necessary. Such expenditure by the Unit Franchisee shall not be a credit against any other cost/fee.

4. The Unit Franchisee shall be liable to adhere with the marketing policy of the Franchisor and must act according to the Franchisor. Further, if the Unit Franchisee wishes to indulge in the marketing by itself then the Unit Franchisee shall be liable to take prior written approval from the Franchisor.

ARTICLE VII

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. The Unit Franchisee must employ its best and continuing efforts to fully promote the Outlet and use the Franchised Territory only for the purposes designated in this Agreement and avoid any activities that would conflict or interfere with or be detrimental to such purposes.

2. The Unit Franchisee acknowledges and understands that the Franchisor shall assist the Unit Franchisee in the online sale of the Products and Services of the Franchisor through websites and online food portals and the sales of such Products and Services and the profits derived therefrom, are dependent on such third party online food portals and such food portals are crucial for the successful operation of the Franchisee business. The Unit Franchisee understands and acknowledges that such online food portals and websites are independent in their capacity and are in no way agents of the Franchisor. The Franchisor shall not be held jointly liable for any losses, damages, or drop in profits enjoyed by the Unit Franchisee, in the event of changes in internal business policies or operation methods, or any governmental/laws governing such foods Portals, etc., of the websites and online food portals. Therefore, the Unit Franchisee shall not be entitled to claim any losses/damages or any other charges in lieu of the same arising due to the aforesaid reasons or any unprecedented reasons from the Franchisor Company.

ARTICLE VIII

FRANCHISOR’S OBLIGATIONS

The Franchisor’s obligations during the tenure of this Agreement include the initial as well as the on-going obligations:

1. To permit the Unit Franchisee to carry on the franchise business for operating the Outlet under the Brand name featuring brand _______________. in accordance with the terms of this Agreement.

2. The Franchisor shall provide the full service of Kitchen and Food delivering process, to the Unit Franchisee, till the time of the expiry of the agreement. The Kitchen is owned by the Franchisor and all the cost to fulfill the variable, fixed, movable and non-movable items including staff shall be borne by the Franchisor.

3. The Franchisor shall provide the Unit Franchisee with the creatives and the designs of the brochures, pamphlets and flex banners for the advertisement purposes. The cost for the same shall be borne by the Unit Franchisee.

4. To provide assistance in creation and installation of marketing merchandise.

5. The Franchisor shall assist and help the Unit Franchisee in online sale of the Products through the website and also other online food portals under the franchise business of the Outlet.

6. The Franchisor may assist in monitoring and managing the Unit Franchise business to make sure that the best business practices get implemented at the Unit Franchisee’s end to run it on profit.

7. 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 Franchisor understands that taking all permissions, approval, registration, and consent from concerned government authorities, departments etc. are sole responsibility of the Franchisor.

ARTICLE IX

OUTLET LOCATION AND USAGE

1. Location: It is agreed between the Parties that the Unit Franchisee is solely responsible for selecting the location of the Outlet and the same shall be approved by the Franchisor based on such factors as it deems appropriate, demographics of the surrounding area, proximity to potential clients. Neither is the Franchisor’s assistance nor approval is intended to indicate or indicates that the franchise business will be profitable or successful at the Outlet.

2. Notwithstanding anything herein to the contrary, if any disagreement arises regarding the area comprising the Franchisee Territory and/or, then the Franchisor’s decision of finalizing of a new location shall be final and binding.

3. Relocation: The relocation of Unit Franchisee’s Territory depends on the franchisor’s sole discretion and availability of the new location. Further, due to any economic/ governmental activity the designated Kitchen allotted gets required to be closed or change in the operating structure/time, the pros and cons shall be completely borne by the Franchisee Unit and any relocation due to the same shall be at the Franchisor’ sole discretion and availability of the new location.

ARTICLE X

TERM, TERMINATION AND RENEWAL

1. Effective Date and Term: The effective date of this Agreement shall be the date of signing of Agreement. The Franchisor shall make all such possible arrangement to start the Unit Franchisee business within a period of 45 to 60 working days with an extended period upto as per Clause 2 Article X of the Agreement under unforeseen circumstances from the date of signing of Agreement and the Term of this Agreement shall be for a period of 3 years from the Effective Date.

2. Relocation of Term: Due to any relocation, the extended time taken for the new set up of Kitchen and restart of business, such extended days shall be added to the total terms of the agreement. Such number of days shall be mutually agreed by both the parties and be in writing. If there is no such days agreed mutually the terms shall be in continuation from the effective date without any break in term of contract.

3. Lock-in Period: The Unit Franchisee agrees to compulsorily adhere to a minimum lock-in period of 6 months, 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.

4. This Agreement shall terminate:

  • (a) On the expiry of the Term;
  • (b) Upon arriving at mutual consensus after service 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 fifteen (15) days of having been notified by the Franchisor;

    ii. Failure to make any payments under this Agreement;

    iii. 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;

    iv. If the Unit Franchisee engages in any conduct prejudicial to the franchise business;

    v. If the Unit Franchisee gets engaged in any illegal activity which is against any law enforced in India, himself or by any person directly or indirectly on direction of the Franchisee Unit, or against the Rules and regulation of the Company or any terms and conditions of the agreement;

  • (d) 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.
  • (e) It is specifically agreed and understood by the Unit Franchisee that the notice of default is not mandatory for termination of this Agreement and shall not be construed to mean that the Agreement cannot be terminated forthwith.
  • (f) Upon signing of this agreement, the Letter of Indent shall be null and void.
  • (g) As per Article IX clause 3, if the Franchisee Unit gets involved in the Kitchen or Kitchen set up or Food making process of the Kitchen during the term of the agreement, the Unit Franchisee Agreement shall be terminated with immediate effect.

4. Right of Renewal: At the end of the initial Term, this Agreement may be renewed for a further period of three years on a renewal cost of 30% of the franchise fees existing at the time of renewal. The Unit Franchisee shall give a written notice of his intention to renew the Agreement at least three (3) months prior to the expiry of the initial Term of this Agreement.

5. Payment Terms: Payments to be distributed by the franchisor to the Unit Franchisee Schedule of release of payments would be monthly basis as per the terms mentioned under Article V.

6. Operational Hours: - The operational hours shall be dependent upon allocated kitchen.

7. Restricted Access on Portal: Unit Franchise shall only be allowed to access the statements of accounts and view orders from the app/portal. Unit Franchisee is not allowed to access any other option available on app/portal like Customers’ review etc. If Unit Franchisee access any of the option which is not allowed, Either Commission will get reduced or Contract can be terminated as per the discretion of Franchisor.

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 operate and conduct the franchise business. However, it shall not be relieved of the obligation to pay any monetary dues to the Franchisor as per the terms of this Agreement.

2. Furnish complete financial and non-financial details in such forms and format as may be required by the Franchisor within seven (21) days of the termination of this Agreement.

3. Have the obligation to tender payment of all outstanding Consideration due and payable in accordance hereunder.

4. Execute such documents of severance and cessation as may be desired by Franchisor.

5. Cease to exploit Brand name owned by the Franchisor 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 of the Franchisor in any manner.

6. Unless 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.

7. Deliver to the Franchisor all documents including without limitation, instructions, notes, publicity promotional and advertising material, samples, letterheads, business cards relating to the business.

8. Cease to use or display the Brand name, trademark, trade name, logo, goodwill or its past association with the Franchisor either directly or indirectly in any way or manner upon termination of this Agreement. In the event the Unit Franchisee fails or refuses to comply with the same, the Franchisor shall be entitled to immediately obtain an order of injunction. The Unit 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. The Unit Franchisee shall not open any physical store of the said Brand they have taken the Franchise of.

ARTICLE XII

ASSIGNMENT OF RIGHTS

1. The Unit Franchisee shall not assign or purport to assign or otherwise deal with any of its rights and obligations hereunder or transfer such rights and obligations hereunder to any third party, except with the express prior written consent of Franchisor. Any violation of the present clause shall be treated as material breach of the terms and conditions and the present Agreement is liable to be terminated forthwith on this ground alone and the Unit Franchisee shall be liable to pay INR200,000/- (Indian Rupees Two Lakh Only) as compensation against the damages caused along with the other remedy available under the course of law.

2. However, the consent of the Unit Franchisee shall not be required by the Franchisor to assign the benefits or obligations of this Agreement to an affiliate or third party.

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 presently identified by the brand name including the adoption and use of new or modified trade names, trademarks, service marks or copyrighted material, 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, 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

1. The Unit Franchisee hereby indemnifies, hold harmless and undertakes to defend Franchisor, its promoters, directors, affiliates, agents, employees etc., against any claim, damages, costs, expenses by a third party including but not limited to statutory authority(ies), which may be incurred or suffered by any such party and which may arise out of or result from:

  • i. Infringement of any third party’s intellectual property rights by the Unit Franchisee.
  • ii. Taxes/charges/cess/levies (interest or penalties assessed thereon) against Franchisor that are obligations of the Unit Franchisee under the applicable laws or any other laws;
  • iii. Breach of any warranties, obligations, covenants or agreement of the Unit Franchisee contained in this Agreement;
  • iv. Any claim by government regulators or agencies for fines, penalties, sanctions or other remedies arising from or in connection with the Unit Franchisee’s failure to comply with its regulatory / legal requirements and compliances.
  • v. Any claim on account of breach of confidentiality and security of data occurring as a result of acts of omissions or commission of the Unit Franchisee, its employees or agent.
  • vi. Any claim arising on account of misuse or negligent application, misuse of systems, failure to follow established procedure by the Unit Franchisee or its employee or its agent.

2. The Unit Franchisee, its partners/directors hereby unequivocally undertake to jointly and severally indemnify, defend and agree to hold Franchisor including each and all promoters, directors, employees of franchisor harmless against each and all losses, liabilities, punitive measures, penalties, damages, claims, actions, proceedings, cost and expenses, including reasonable attorney’s fees and disbursements in connection therewith, asserted or claimed against or incurred by Franchisor which may arise out of or result from or payable on account of the Unit Franchisee failing to comply with the terms and conditions as mentioned in this Agreement.

ARTICLE XV

CONFIDENTIALITY

1. The Unit Franchisee undertakes and agrees to regard and preserve as confidential, all Confidential Information of the Franchisor, which may be obtained by the Unit Franchisee from any source as a result of this Agreement. In maintaining confidentiality hereunder, the Unit Franchisee agrees that it shall not disclose or make available or divulge to its affiliates, any third party, person, firm or enterprise or reproduce or transmit, or use (directly or indirectly) for its own benefit or the benefit of others or otherwise, any Confidential Information of Franchisor.

2. The Unit Franchisee acknowledges the exclusive right of Franchisor to the proprietary right of its information and agree that nothing in this agreement shall be construed as giving rise to any right of lien or set off by any franchisee on the proprietary right on the information of Franchisor.

3. The Unit Franchisee agree to implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to the Franchisor or any customer or any of its subsidiaries, affiliates;

4. On the expiry or termination of this Agreement, the Unit Franchisee shall hand over or cause to be handed over all such Confidential Information and all other related materials in its possession to the Franchisor and/or destroy the same in consultation with the Franchisor.

5. In the event of a breach or threatened breach by the Unit Franchisee of this clause, monetary damages may not be an adequate remedy; therefore, the Franchisor shall be entitled to injunctive relief to restrain the Unit Franchisee from any such breach, threatened or actual.

6. Notwithstanding the other provisions of this paragraph, neither Party shall be prevented from disclosing Confidential Information: (i) that, at the time of disclosure, was in the public domain, (ii) that was lawfully disclosed on a non-confidential basis by a third party who is not bound by a confidentiality agreement with either Party, (iii) that is disclosed with the Parties’ prior written approval or (iv) to the recipient Party’s attorney, auditors, insurers and employees who have a need to access such confidential information in connection with their employment (or engagement, if applicable) by the recipient Party; (v) that is in response to valid legal process, whether issued by a court or administrative or regulatory body. If confidential information is required to be disclosed pursuant to a requirement of a legal process, the Party required to disclose the confidential information, to the extent possible, shall provide the other Party with timely prior notice of such requirement and shall coordinate with such other Party in an effort to limit the nature and scope of such required disclosure.

7. The terms and conditions of the present Agreement shall be treated as confidential information and neither the execution of this Agreement nor its terms shall be disclosed to any other person by either of the Parties without prior written consent of the other Party unless disclosure is required by applicable law or laws of India and disclosure shall then only be made (i) after the disclosing Party has taken reasonable steps to consult with the other Party as to the terms of disclosure, and (ii) only to the person or persons and in the matter required by law or the relevant stock exchanges or other regulatory authorities or as otherwise agreed between the Parties.

ARTICLE XVI

REPRESENTATIONS AND WARRANTIES

1. Franchisor 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 will not create any expense chargeable on the Unit Franchisee without prior informing the Unit Franchisee.

2. The Unit Franchisee represents and warrants in relation to itself to the Franchisor 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 Franchisor 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 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.
  • vii. 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.
  • viii. 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 Franchisor, 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 above.

    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

    NOTICES

    1. Any notice, request or other communication required to be given under this Agreement must be in writing and be served personally or mailed 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 5th 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:

    If to the FRANCHISOR:

    Name: UNISTANI TECHNOLOGIES PVT LTD

    Address: Unit No- 609, Sixth Floor, D-Mall, Plot No A1, Ring Rd,

    Netaji Subhash Place, Pitampura, New Delhi -110034 India

    If to the UNIT FRANCHISEE:

    Name:

    Address:

    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 Franchisor or the system not expressly contained in this Agreement in making its decision to sign this Agreement. The Franchisor 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 Franchisor 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 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.

    ARICLE XXIV

    NON-COMPETE

    1. 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 or after the termination of the agreement hereof engage, directly or indirectly, in any business for the period of 5 year after termination, hereof engage, directly or indirectly, in any business,

    which is:

    • i. Similar to the franchise business carried out by Unit Franchisee pursuant to the present Agreement; or
    • ii. 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
    • iii. Solicit any employees of Franchisor or encourage any person who is an employee of Franchisor to leave the services or employment of Franchisor, as the case may be; or
    • iv. 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 Franchisor.

    ARTICLE XXV

    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. All disputes between parties shall be subject to exclusive jurisdiction of the courts of New Delhi only.

    4. Arbitration: Any and all disputes ("Disputes") arising out of or in relation to or in connection with this Agreement between the Parties or relating to the performance or non-performance of the rights and obligations set forth herein or the breach, termination, invalidity or interpretation thereof shall be referred for arbitration in New Delhi, India in accordance with the terms of Indian Arbitration and Conciliation Act, 1996 or any amendments thereof. The language used in the arbitral proceedings shall be English. Arbitration shall be conducted by a sole arbitrator, who shall be appointed by the Franchisor only. The arbitral award shall be in writing and shall be final and binding on each Party and shall be enforceable in any court of competent jurisdiction.

    IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed on the day year first above written.

    Tick If the unit franchise falls under any Master Franchise.

    For the above-named Franchisor For the above-named UNISTANI TECHNOLOGIES PVT LTD

    Unit Franchisee

Through its Authorised through its duly authorized Representative

Signatory
  • Date: _______________ Date: _____________
  • Witness: ____________ Witness: _____________

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