“CERAMAX GRANITO PVT. LTD.

AGREEMENT

This agreement (the “Agreement”) is made this 30th day of July, 2018, by and between
Ceramax Granito Pvt. Ltd. A registered partnership firm represented by Mr. XYZ
having its principal place of business at 37Km from Bikaner, NH-15, village Goyalri,
Bikaner-334302, Rajasthan, India and office at 43, Nagnecheji scheme, Pawanpuri,
Bikaner-334003, Rajasthan, India (“FRANCHISOR” OR “CERAMAX GRANITO PVT.
LTD.”)

AND

Franchisee‟s name a company registered under the Companies Act, 1956 and having
its registered office at Franchisee‟s office address hereinafter referred to as the
“Franchisee” (which expression shall whenever the context so requires or admits mean
and include its successors, assigns etc ) of the OTHER PART;

The expression „Franchisor‟ and „Franchisee‟ shall, wherever the context permits be
collectively referred hereinafter as the „Parties‟ and individually as the „Party‟. NOW,
THEREFORE, in consideration of the covenants and agreements contained herein, and
intending to be legally bound, the parties agree hereto as follows:

WHEREAS,-

A. the Franchisor is conceptualized as a joint venture between the pioneers of

ceramic industry from Gujarat and Rajasthan with a collective experience of
over 35 years ranging from raw material extraction to manufacturing of wide
range of ceramic products.
B. the Franchisor has taken on lease a premises at No. G 94 Mohali Kahrar
Highway NS21, North Country Mall Mohali Pin 160011 more fully described in
the Schedule I hereto and hereinafter referred to as the „Territory‟ for the
purpose of operating a retail showroom for sale of its branded garments and
accessories; This point to be deleted if the territory is of
franchisee

C. the Franchisee is engaged in the business of Garments and other business and
has approached the Franchisor and evinced its interest in selling the branded
garments and accessories of the Franchisor as its agent in the Territory;
whether to keep this point or not

D. the Franchise has further represented to the Franchisor that it has adequate
resources in terms of finance, staff and all other required resources to
commence and operate the retail showroom in the Territory as agent of the
Franchisor; and that it has good reputation in the market;

E. the Franchisor relying solely on the representation of the Franchisee has agreed
to authorize the Franchisor to do the business of selling the ceramic goods and
accessories of the Franchisor in the Schedule Premises as an agent of the
Franchisor in accordance with terms and conditions mutually agreed to
between the Parties; and the Parties are therefore desirous of reducing the
terms of business into writing as set out here below.

NOW THEREFORE THIS AGREEMENT WITNESSES AS FOLLOWS:

1. Appointment of franchisee
Ceramax Granito Pvt. Ltd appoints the Franchisee as its non exclusive agent to
sell products within the Territory and to terms and conditions of this
agreement. Franchisee hereby accepts the agency and the terms and conditions
set out here below.

i. Location
The Franchisee will operate the franchised business from the following
business address....................................................Office maintaining a
uniform standard facilities and services for rendering the specified
services.
ii. Relationship between the Parties
This Agreement is an agency agreement and the relation between the
Parties shall not be construed or interpreted as partnership, joint
venture or in any other way whatsoever except as provided herein.

iii. Sale of Schedule Products

The Franchisor shall supply the Stock on „consignment basis‟ to the
Franchisee at the Territory. The Franchisee shall sell the Schedule
Products in the Territory in accordance with terms and conditions
specified in this Agreement.

iv. Enhancing portfolio

The Agreement relates to sale of the Schedule Products in the Territory
However, the Parties may mutually agree upon addition or deletion of
products specified and such revised list reduced in writing shall form
part of this Agreement.

v. Possession of the Schedule Premises

By virtue of this Agreement, the Franchisor has this day permitted the
Franchisee for the limited purpose of conducting business of the
Franchisor as contemplated herein in the Territory and this Agreement
shall not be construed as tenancy or sub-lease in favor of the Franchisee.
The Franchisee acknowledges that the Franchisor shall deemed to be in
possession of the Territory during the subsistence of this Agreement.
This point to be deleted if the territory is of
Franchisee.
vi. Not to deal with other brands
The Franchisee shall sell only the Schedule Products supplied by the
Franchisor in the Territory. The Franchisee shall not stock or sell any
other articles or products manufactured or marketed by any other third
person, company or firm in the Territory during the period of this
Agreement unless recommended and permitted by the Franchisor in
writing.

vii. Not to create charge

Except as specifically permitted by the Franchisor here in this
Agreement, the Franchisee shall not sell, dispose or otherwise deal with
or create any charge or liability in respect of the Schedule Products or
any other goods belonging to the Franchisor lying in the Franchisee‟s
custody or possession. Further, the Franchisee shall not in any manner
contract on behalf of the Franchisor or bind or render the Franchisor
liable in any manner whatsoever except as provided under this
Agreement.
 viii. Not to create any third party right
The Franchisee hereby undertakes not to create any third Party right or
interest of whatsoever nature over the Schedule Premises, Stock or
Interiors therein during the subsistence of the Agreement.

ix. Title in Schedule Products or Stock

The Franchisee acknowledges that the title in the Schedule Products
stocked in the Territory shall remain with the Franchisor. The Franchisee
undertakes not to claim ownership of the Schedule Products stocked in
the Territory or deal with the same except as provided in this Agreement.

x. Not to hold responsible

The Franchisee hereby acknowledges that it has entered into this
Agreement on its own accord and volition and that the Franchisor
neither warrants, guarantees nor undertakes as to the viability of the
business nor the profitability of the business in the territory and the
Franchisee shall not claim or hold the Franchisor responsible nor liable
in any manner whatsoever in connection therewith.

xi. Not to claim exclusivity

The agency of Franchisee under this Agreement is non exclusive and the
Franchisor at its discretion may permit other third party/ies to sell its
branded apparels and accessories. The Franchisee hereby undertakes
not to claim exclusivity on any ground whatsoever in respect of agency
granted hereunder.

xii. Title in Interiors

The investment made by the Second Party towards interiors as provided
in Clause 5.1 below, shall be depreciated by 20% every year, and at the
end of the fifth year the title in such Interiors shall vest with the second
Party. To be checked and edit.

2. Term
The Agreement shall be valid for five years from the date of this agreement
unless terminated in accordance with the provisions of this Agreement. The
Franchisor agrees to allow the Franchisee to renew the Franchise subject to
renewal terms being agreed and the parties shall execute fresh agreement for
the renewed period in accordance with the terms of this Agreement and the
Franchisee Manual.

3. CONSIDERATION
In consideration of the Second Party diligently performing its obligations under
this Agreement, the First Party shall pay the Second Party, the consideration as
detailed in „Annexure – A‟ annexed hereto. To check
4. CONDITION PRECEDENT
The Franchisee shall not commence business in the Territory unless he/she/it
obtains a written confirmation from the Franchisor as to completion of all
conditions precedent provided above:

1. Investment
The Franchisee shall invest at its own cost on interiors ( “Interiors”)
including but not limited to civil work, fixture and furniture as per the
specification provided by the Franchisor adhering the following: To
check
i. The Franchisee shall complete the aforesaid investment activities
within the time limit mutually agreed upon. In the event the
Franchisee fails to complete investment activities within the time
agreed then the Franchisee shall be liable to pay the Franchisor
the rents or license fee, electricity charges, water charges,
maintenance charges and all such other charges in respect of the
Territory that Franchisor would pay to the landlord of the
Territory, without any delay or demur.

ii. In case the Franchisee desires to engage contractors of the

Franchisor to commence and complete the investment activity
then the Franchisee shall in advance deposit with the Franchisor
50% of the estimated cost of the investment, in order to ensure
timely completion of investment activates.

iii. The Franchisee shall maintain complete record of expenses

incurred towards invest in respect of the Premises (in
chronological order by dates) such as project estimate, purchase
order, bills, invoices, work order etc along with details of payments
and receipts for having made such payments and get certificate as
to its correctness from the project team of the Franchisor and
shall produce the same for inspection of Franchisor as and when
called for.

2. Staff
The Franchisee shall, at its own cost, appoint competent staff in the
territory, to the satisfaction of the Franchisor in accordance with the
guidelines detailed in Annexure B annexed hereto. Further, the Franchisee
shall pay the remuneration to the Staff so appointed in accordance with the
guidelines of the Franchisor.

3. Infrastructure
The Franchisee shall, at its own cost, setup required infrastructure
including but not limited to air-conditioners, telephone, fax, internet,
generator and other required facilities for the operation of the business from
the Territory as specified by the Franchisor (“Infrastructure”).
4. Legal Compliance
The Franchisor shall obtain the necessary license, permissions and
approvals contemplated under various applicable laws and statutes
required to operate retail stores including, but not limited to Trade license,
Sales Tax Registration and VAT, fire license, Indian Performing Rights
Society License, Public Performance License, Pollution License (if obtained
by Franchisor), Contract Labour License (wherever Applicable) 365 days
exemption to operate stores all 365 days in a year (wherever obtained and
applicable), Fire Safety (if obtained by Franchisor) Signage permission or
license (If obtains by Franchisor) and any other permissions and license
specific to operate retail stores obtain by Franchisor all such costs incurred
by Franchisor shall be debited to Franchisee.

The Franchisor shall provide all statutory Abstracts and notices applicable
to operate retail stores. The Franchisee shall display all such statutory
abstracts and notices provided. The cost incurred in preparing Abstracts /
Notices shall be debited at actuals.

The Franchisee shall display necessary license, permissions, approvals or

abstracts contemplated under all applicable and prevailing laws as
specified in Annexure-C annexed hereto at the cost of Franchisee.

5. Security Deposit
The Franchisee has agreed to deposit and keep deposited with the
Franchisor totally a sum of amount as mentioned below as Deposit which
hereinafter referred to as “Deposit‟‟, during the entire term of the
agreement. The Franchisee further undertakes to supplement “Deposit”
without any delay or default in the event of part or full of the said Deposit
gets appropriated or adjusted by the Franchisor in terms of the agreement,
in order to ensure that whole agreed Deposit remains with the Franchisor
during the entire term of this agreement.

i. the Franchisor shall pay interest at the rate of 8% per

annum to the Franchisee on the part Deposited amount
of Rs.8,75,000/- computable from the date of
commencement of business in the premises, subject to
Franchisee ensuring that the agreed deposit amount is
deposited with the Franchisor and maintained without
depreciation during the entire term of the agreement.
The interest on the said part Deposit amount shall be
paid by the Franchisor to the Franchisee during end of
every financial year in terms of this clause.

ii. the balance Deposit amount of Rs.6,00,600/- shall not

carry any interest and would be refunded in terms of
this agreement. To check
Subject to the Franchisee having not committed breach of the any term of the
agreement or defaulted in fulfilling its obligation of agreement the said Deposit shall be
refunded by the Franchisor to the Franchisee on Determination or earlier Termination
of this agreement subject to deduction of amount due in terms of the agreement
including damage or loss caused to the Territory.

6. Insurance
i. The Franchisee shall, at its own cost, insure the following and
furnish the copy of the policy to the Franchisor:
ii. Interiors and Infrastructure invested by the Franchisee; and
iii. Cash received against sales while being kept in the Territory.

7. Franchisee‟s Responsibilities

a. Day to-day business

The Franchisee shall perform the day to day business as per the
instructions detailed in Annexure D annexed hereto.

b. Sales Tax assessment and records

The Franchisee shall maintain records relating to sales tax and sales tax
assessment and the Franchisee shall further comply with the following:

(i) the Franchisee shall render all assistance to the Franchisor in

finalizing sales tax assessment. The Franchisee shall preserve the
copies of sales bills, transfer memos, delivery challans, etc in the
Territory for production at the time of sales tax assessment; and

(ii) the Franchisee shall send reports relating to details of stock

received, sold or transferred and stock position and submit the
stock statements to the Franchisor at regular intervals and also as
and when required by the Franchisor; and
(iii) the Franchisee shall send the Franchisor, through courier, twice a
week, all documents and details relating to sales, transfer and
remittance of sales proceeds; the documents pertaining to the last
day of the month must be sent on the second day of the
subsequent month so that it reaches the Franchisor on the 3rd
day of that month; any delay in receipt of documents by the
Franchisor pertaining to the last day beyond the 3rd day as
mentioned above will attract a fine of Rs.250/- for every day of
default; and To check

(iv) the Franchisee shall transfer a soft copy of data generated in the
“SHOPER” at the end of each day on a daily basis to the First
Party; any delay of data transfer shall attract a fine of Rs.250/-
per each day of delay and may also result in withholding of
commission due to the Franchisee; and To check

(v) the Franchisee shall forthwith inform, in writing, the Franchisor

and its consultant appointed for the concerned State about the
visits of sales tax officials or any other authority, if any to the
Territory; and

(vi) the Franchisee on receipt of any notice, letters or any

communication from the sales tax office if addressed to the
Franchisee send or forward a copy of the same to Franchisor on
the same day itself; if the said notice, letter or communication is
addressed to the Franchisor, the Franchisee, after retaining a copy
shall forward or send the original to the Franchisor on the very
same day when it was received; and

(vii) the Franchisee shall provide to the consultant appointed by the

Franchisor or submit to the sales tax office, as desired by the
Franchisor, documents such as statutory bill, sale invoice,
delivery challan, etc in relation to sales tax requirement in order to
ensure smooth business operations in the Territory; and

(viii) the Franchisee shall at all times display valid sales tax registration
certificate in the Territory in a conspicuous place.
c. Tax Obligations
The Franchisee shall pay all taxes including income tax if any, etc as
may be applicable in connection with commencement and operation
of business in the Territory during entire term of the Agreement. If the
Franchisor suffers any liability, penalty, etc, on account of breach of
this clause, the Franchisor shall be entitled to recover the said
amount with penalty by way of interest at the rate of 36% p.a. from
the date of payment till full repayment. To check

d. Adherence to applicable Law

The Franchisee shall diligently comply with all applicable laws, rules
and regulations that may be applicable in connection with
commencement and operation of business by the Franchisee in the
Territory.

e. Store and Labour compliances

The Franchisee shall comply with all applicable labour laws including
but not limited to laws specified in Annexure E annexed hereto and
the Franchisor shall not be made or held responsible for any non
compliance on the part of Franchisee. If the Franchisor is held liable
on account of breach of this clause by the Franchisee, the Franchisee
shall rectify such liability at its cost and shall indemnify and keep
indemnified Franchisor for any loss, claims and damages suffered by
Franchisor in this regard.

f. Good Faith
The Franchisee shall act loyally and faithfully to the Franchisor and
abide by the instructions of the Franchisor in good faith in connection
with performance of the terms of this Agreement. In the absence of
any such instruction(s) in relation to any particular matter, the
Franchisee shall act in a manner as may be reasonably considered to
be most beneficial in the interest of the Franchisor.
8. Customers Complaints and Notices
(i) If the Franchisee receives any complaint from any customer in
relation to the Schedule Products, it shall immediately inform the
Franchisor of such complaint. The Franchisee shall not take any
action or do any act in relation to such complaint unless
instructed by the Franchisor in writing.

(ii) If the Franchisee receives any legal notice, show cause notice,
summon, notice of attachment, warrant, or any communication
from judicial, quasi judicial authority or any other authority or
individual, that is addressed to the Franchisor, the Franchisee
shall forthwith forward such notices, communications, etc, to the
Franchisor.

9. Not to alter exterior or interiors of the Territory

The Franchisee shall not make any structural changes to the Territory
and shall also not alter, modify or change the interiors in the Territory
unless permitted or approved by the Franchisor.

a. General: The Franchisee hereby agrees,-

(i) not to claim or demand discount on Schedule Products sold in the
Territory; and

(ii) not to allow any pets inside the Territory; and

(iii) not to operate business of any other nature from the Territory or
to use address of the Territory for any other business; and

(iv) not to permit staffs who has not followed prescribed standard
dress code to be in the Territory or to support the business
therein; and

(v) not allow to permit anybody to eat food or snacks in the Territory
during business hours.

10.Renovation
It is understood and agreed by the Franchisee that the value of
investments made by the Franchisee including investment on interiors
and exteriors of the Premises would depreciate at the rate of 20% per
annum as per the standards agreed between the parties and in view of
that the Franchisee shall, at its own cost, renovate the interiors of the
Territory as per requirements of and to the satisfaction of the Franchisor
at the end of every 5 years. If the business requires renovation of the
Territory before the expiry of the stipulated period, and the Franchisor
requires the Franchisee to effect renovation, the Franchisee shall do so in
accordance with terms mutually agreed to between the Parties.
 11.Performance review
The Franchisee agrees that the Franchisor shall be entitled to conduct
review of business and service levels from time to time and recommend
appropriate measures for improvement. The Franchisee shall diligently
adhere and implement such recommendations.

a. Insurance:
(i) The Franchisee shall keep valid all such insurance policies
obtained under Clause 5.6 above during the subsistence of this
Agreement.

(ii) In the event of any damage to the Stock on account of fire, riot,
etc., the Franchisee shall provide the Franchisor with all
necessary information and documents to enable the Franchisor to
claim the insurance in respect of Stock. However, the damage to
the Stock on account of fire, riot etc if attributable to the any
action or inaction or negligence on the part of the Franchisee or its
agents then the Second shall be liable to keep the Franchisor fully
indemnified in connection therewith.

b. Prohibition on advertisement of other party products: The

Franchisee shall not publish advertisement of his/her/its other
businesses or business of any other party in the Territory.

12. OBLIGATIONS OF THE FRANCHISOR: The Franchisor shall, subject to

Franchisee diligently complying terms of this Agreement, perform the
following obligations:

i. Consideration: The Franchisor shall pay the Second consideration to

the Franchisee as specified in Annexure – A.

Replenishment of Stock: The Franchisor shall, at its own discretion, replenish the
Stock in the Territory from time to time depending on the sales and considering
seasons. The decision of the Franchisor on replenishment and call back of Stock shall
be final and binding on the Franchisee.

b. Sales Tax Registration: The Franchisor shall register the Territory as

sales and stock point under Sales Tax Laws with the appropriate
authorities and shall pay VAT.

c. Advertising support: The Franchisor shall provide following

advertisement support for the business in the Territory and provide
technical and marketing guidance to the sales staff of the Franchisee as
and when Franchisor may deem necessary:
 i. The Franchisor may run promotional schemes annually or other
intervals as Franchisor deems fit in order to improve the sales
from the Territory or enhance customer walk-in in the Territory.

ii. The Franchisor may, at its discretion, provide promotional

materials including packing cases, paper bags, etc containing the
Brand name.

iii. The Franchisor may, at its discretion, allow the Franchisee to use
the Brand name for the Franchisee‟s letterheads, bills and such
stationary from time to time.

iv. The Franchisor may, at its discretion and at its cost publish
advertisement in public media including news papers, radio
stations, television commercials, internet, pamphlets, holdings,
etc., referring Territory as place of business and the Franchisee
hereby expresses no objections for the said purpose.

d. Insurance of Stock: The Franchisor shall insure all its Stock in the
Territory and furnish the copy of the same to the Franchisee as and
when required by the Franchisee.

13. INDEMNITY

The Franchisee hereby undertakes to indemnify and keep indemnified the

Franchisor against all direct and consequential damage, loss or any other
liability of whatsoever nature caused or suffered by the Franchisor on account
of (i) any of the representations or declarations contained in this Agreement
turning out to be untrue, (ii) breach of terms of this Agreement by the
Franchisee; or (iii) negligence in performance of any act in connection with this
Agreement by the Franchisee; or (iv) any act of omission or commission in
compliance with applicable laws relating to the business in the Territory
including but not limited to laws relating to labour, income tax, etc. The
Franchisor shall have no responsibility as regards the employees appointed by
the Franchisee in the Territory. The Franchisee shall be responsible to
discharge all statutory obligations and liabilities in connection with employment
of its staff.

14. INTELLECTUAL PROPERTY RIGHTS

i. The Franchisee hereby acknowledges that the Franchisor has
right, title and interest in the Trademark, service marks, copyright
and other intellectual property rights associated with the Brand
name and the Franchisee hereby undertakes not use, promote,
sell or deal in any manner which affects the intellectual property
rights of the Franchisor.
 ii. All the materials, stationeries, etc in relation to the Schedule
Products bearing the Brand name shall at all time be the exclusive
property of the Franchisor.

iii. The Franchisee acknowledges that it has no right in the Brand

name and that all goodwill arising from the use of the Brand name
by the Franchisee shall accrue to the Franchisor and the
Franchisee shall acquire no ownership interest in or to any of the
trademark, service Marks related to the Brand name. The
Franchisee further acknowledges that the ownership right of the
Trademarks, Service Marks shall not be questioned by the
Franchisor at any time. The Franchisee shall do nothing in
consistent with Franchisor‟s ownership of the Trademarks, Service
Marks and related goodwill associated with the Brand name and
agrees that the use of the Brand name by the Franchisee shall
inure to the benefit of the Franchisor. The Franchisee agrees that
it shall use the Brand name only in accordance with the
instructions and in such form and manner as may be approved in
writing by the Franchisor.

iv. The Franchisee shall not apply the Brand name to any other
goods, or as part of Franchisee‟s corporate name or trade name or
otherwise, except and unless permitted hereunder. The Franchisee
upon requested by the Franchisor shall execute any and all
documents necessary to confirm or otherwise establish
Franchisor‟s rights herein.

v. The Franchisee shall promptly and without any delay bring to the
notice of the Franchisor any acts of infringement that comes to or
is brought to its notice and shall provide all reasonable assistance
required by the Franchisor in preventing or terminating any such
infringement of its intellectual property rights. The Franchisee
shall have no right to take any action against the infringer with
respect to the trademark, service mark relating to the Brand
name without the prior written consent of the Franchisor.

15.TERMINATION

i. Termination due to breach by either party:

In the event either party commits breach of this Agreement, the non defaulting
party may issue a written notice (“Notice of Breach”), calling upon the
defaulting party to rectify the breach within 15 ( fifteen) days(the "Cure Period")
from the date of receipt of the Notice of Breach; if the defaulting party fails to
rectify breach within the Cure Period, the non defaulting party may terminate
the Agreement forthwith; provided further if the defaulting party is unable to
cure the breach within the Cure Period for reasons of force majeure, the
defaulting party shall have up to an additional thirty (30) days to cure the
breach, so long as the Agreement has not expired.
 ii. Termination by the First Party
Notwithstanding in Paragraph 15 (i) above, the Franchisor may, by written
notice to the other party terminate this Agreement forthwith without issuing a
Notice of Breach, if any of the following events occur:

a. If the Franchisor ceases to control the business of the Franchisee

or should there be any change in the control or constitution of the
Franchisee; or
b. If any competitor of the Franchisor take over or controls the
business right of the Franchisee in any manner whatsoever. The
expression „competitor‟ means any entity engaged in the business
similar to that of the branded apparel and accessories business of
the Franchisor; or
c. If the Franchisee becomes bankrupt, insolvent, compounds with
its creditors or if distress or execution is levied upon its property
or is wound up or goes into liquidation (except for the purposes of
a bonafide reconstruction) or receiver, liquidator or administrator
is appointed of the whole or any part of its assets or suffers the
appointment of any similar person under the laws of its domicile.
d. The Franchisor without prejudice to the above rights provided
under this Agreement may terminate this Agreement, without
assigning any reasons, by giving 60 days‟ written notice or in lieu
thereof by paying the Franchisee an amount equivalent to the
commission payable for the period of 60 days preceding the date of
termination of the Agreement.

iii. Consequences of expiry or Termination:

Upon expiry or termination of this Agreement, the Franchisee shall cease to be
the agent of the Franchisor and shall do the following acts:

a. Cessation of business: The Franchisee shall not sell the Schedule

Products or deal with stationeries or materials containing name or logos
of the Franchisor.

b. Withdrawal from the Territory: The Franchisee along with its

employees shall forthwith withdraw from the Franchisee and the
Franchisor shall be at liberty to deal with the Territory, in the manner it
deems fit.

c. Return of packing and promotion materials, and stationery: The

Franchisee shall forthwith return packing and promotion materials,
records, advertising materials, stationery, and such other items
belonging to the Franchisor lying or stocked in the Territory on or before
the date of termination.

d. Reconciliation: The Parties shall reconcile the accounts within 15

(fifteen) days from the date of termination of this Agreement in the
manner provided below:
 A. Reconciliation Process: On or after the date of termination, the
Parties shall jointly carry out physical inspection and verification
of the Stock and other belongings of the Franchisor in the
Territory and ascertain their value. The Franchisee shall forthwith
furnish an affidavit to the effect that all the statutory dues and
payments to employees have been duly paid. The Franchisor shall
be entitled to set off the amounts payable to the Franchisee under
this Agreement against Stock shortage, sales arrears, statutory
dues, salary arrears, electricity, water and telephone charges and
such other amounts payable by the Franchisee. The Parties, after
such set off, shall ascertain the final amounts due and payable
between them (“Date of settlement”). Within seven days from the
date of settlement, the Parties shall make their respective
payments due to the other Party failing which the defaulting Party
shall be liable to pay a simple interest of 36% per annum for the
delayed period on the amount payable.

iv. To pay estimated loss: Notwithstanding anything contained in this

Agreement, if this Agreement stands terminated or becomes
unenforceable for any deliberate or negligent action or inaction on the
part of the Franchisee, then the Franchisee in addition and without
prejudice to other rights of the Franchisor shall pay the Franchisor, an
amount equivalent to losses estimated to have been suffered by the
Franchisor for the unexpired portion of the term of this Agreement.

16.FORCE MAJEURE

In the event of occurrence of events including but not limited to war, rebellion,
revolution, insurrection, civil war, riot, civil commotion, acts of God such as
earthquake, flood, fire, exceptionally adverse weather conditions, other natural
disaster, change in law or any other event beyond the control of the
Parties(collectively referred as “Force majeure event”) that may hinder the
performance of the Agreement, then in such an event:

(i) the affected Parties shall be absolved from discharging their

respective obligation under this Agreement until the cessation of
the Force majeure event; and

(ii) the affected Party shall provide notice to the other Party
immediately upon becoming aware of any Force Majeure Event,
which affects its ability to perform its obligations under this
Agreement such notice shall contain details of the Force Majeure
event; and

(iii) if the Force Majeure event continues for more than 2 (two) months
the Party affected by such Force Majeure event shall have the right
to terminate this Agreement forthwith.
 17.NOTICES: All notice and correspondences issued by the Parties in
connection with this Agreement shall be addressed to the following
addresses and sent by Registered Post Acknowledgement Due and
through reputed courier agency:

First Party: Ceramax Granito Pvt. Ltd.

37Km from Bikaner, NH-15,
Village Goyalri, Bikaner-334302. (Factory)

Ceramax Granito Pvt. Ltd.

43 Nagnecheji scheme, Pawanpuri,
Bikaner-334003. (Office)

Second Party: Fashion Stores Pvt Ltd

H No. 8, Kamala Nehru Colony,
Bhatinda 151001 Punjab

18.WAIVER

Failure on the part of either party to enforce at any time or for any period of
time its rights (whether at law or otherwise) under the provisions hereof shall
not be construed as waiver of such rights and shall in no way affect his/her/its
right to enforce such rights later.
19. CONFIDENTIALITY

i. Mutual Obligation: Either party that receives any confidential

information including but not limited to business details, trade secrets or
documents that are notified in writing as „confidential‟ by the disclosing
party shall not divulge or disclose such confidential information to any
person without prior written permission from the disclosing party.

ii. Specific Obligation: The Franchisee shall ensure that employees of the
Franchisee shall not use or disclose to any other party during the term of
this Agreement or after its expiration or termination any information or
knowledge concerning the business or acquired in the course of the
management of the business. The Franchisee acknowledges that it may
be privy to the sensitive business information of the Franchisor and
hence shall take reasonable steps to protect such confidential
information against disclosure to other parties.

iii. Survival of obligation: The confidentiality obligation provided in the

above clauses shall survive for 2 (two) years from the date of expiry or
termination of this Agreement.

20.RIGHTS OF THE FIRST PARTY

i. The Franchisor at its sole discretion is entitled to allow or permit any of

its subsidiaries or holding or associate company of the Franchisor or
Group Company or companies of Ceramax Granito Pvt. Ltd. to exercise
rights under this agreement, to fulfill obligation of this agreement and
the Franchisee shall not have any objection for the same. Further, the
Franchisee agrees to enter into necessary agreements in connection
therewith to give complete effect to such permission granted by
Franchisor in the name of other company.
 ii. Notwithstanding anything herein contained, if the Franchisee fails to
fulfill any obligation under this Agreement or if unable to carry out
agreed business from the Territory for any reason whatsoever or for the
reasons attributable to action or inaction of the Franchisee, the
Franchisor, without prejudice it‟s any other right shall be entitled to do
any or all of the following,-

a. to enforce specific terms of this Agreement;

b. to appoint any entity person as its agent to do the business

contemplated herein in the Territory;

c. to terminate the Agreement without any further liability of

whatsoever nature;

d. to appropriate the amount due to the Second Party, if any, under

this Agreement towards loss or damage or loss suffered by the First
Party;

e. to claim damage and such other reliefs as are open under law;

f. to call upon and to restrict the Franchisee from dealing with the
merchandise, materials containing intellectual property or
otherwise of the Franchisor.

21.DISPUTE RESOLUTION AND JURISDICTION

The representatives of the Parties shall in good faith attempt to resolve all
disputes arising out of or in connection with this Agreement between them. If
such attempt fails, the Parties may refer the dispute to a court of law. The Civil
Courts at Bangalore shall have exclusive jurisdiction to decide on the dispute
arising out of or in connection with this Agreement.
 22.ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreement,
arrangement or understanding whether oral or in writing.

23.INTERPRETATION

The headings in this Agreement are for reference only and do not limit or affect the
interpretation of the provisions of this Agreement. The terms defined herein shall
be ascribed the same meanings given to them. The Schedules and Annexures
annexed here to shall form part of this Agreement.
 SCHEDULE-I

All that piece and parcel of property bearing at

No. G 94 Mohali Kahrar Highway NS21, North Country Mall Mohali Pin 160011 measuring 875 square feet
of carpet area

SCHEDULE-II

(Schedule Products)

Details of products agreed to be supplied for sale

All Products of Brand Ceramax Granito Pvt. Ltd.

The Parties hereto may revise the above list in writing from time to time.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGENCY AGREEMENT

ON THIS DAY HEREIN ABOVE MENTIONED.

Witnesses:

1)

For Ceramax Granito Private Limited.

Authorised Signatory
Franchisor

2)

For Fashion Stores Pvt Ltd

Authorised Signatory
Franchisee
 ANNEXURE-A

CONSIDERATION
(payable under Clause 4 of the Agreement)

The Franchisor shall pay the Franchisee a % of the Net Sales Value (NSV), each
month, as consideration.
Terms Commission

If the Net Sales Value for the month 17% commission on

is lower than or equal to Rs. 20 Lakhs the Net Sales Value

If the Net Sales Value for the month Flat 15% commission
exceeds Rs. 20 Lakhs on total the Net Sales
Value

The term „Net Sales Value (NSV)‟ shall mean the aggregate of the invoice value
of the sales effected by Franchisee in Territory every month during the
subsistence of this Agreement, less the corresponding sales returns (Refers to
Stocks sold and returned by the customer), Value Added Tax, Sales Tax, excise
duty and all such other statutory levies of whatsoever nature, and discounts.

In addition the company will also pay the service tax on this commission on
receipt of the required commission bill.

The consideration as above shall be paid on 15th day of the succeeding month
subject to receipt of all documents connected with sales, remittance of sale
proceeds, stock transfers etc. relating to the previous month.

It is agreed that all expenses for the use of the premises, maintenance and
upkeep of the premises, air-conditioner (including HVAC Charges), equipments,
fixtures and fittings, electricity and water charges, wages of premises
employees, alteration expenses (if any) on products before sale to customers,
local transportation and all other incidental and related costs pertaining to
operations of stores will be incurred by the Franchisee and will not be the
responsibility or liability of the Franchisor.

The Franchisee is not entitled for any other or compensation except those
provided in this Agreement.
 ANNEXURE-B
GUIDELINES FOR APPOINTMENT OF STAFF

A. Staff
1. Customer Care Associate
2. Senior Customer Care Associate
3. Store Manager

B. Qualification of Staff

 Customer Care Associate

a. Education: Minimum 10+2 completion
b. Work experience-Freshers-2 years of relevant work experience
c. Excellent communication skills

 Sr. Customer Care Associate

a. Education: Minimum 10+2 completion
b. Work Experience- At least 2 years of relevant work experience
c. Excellent communication skills
d. Knowledge and experience of ceramic industry.

 Store Manager
a. Education: Minimum Graduate
b. Work Experience: At least 4 years of relevant work experience
c. Excellent communication skills
d. Excellent grooming standards relevant to fashion industry
e. Knowledge and experience of ceramic industry, customer service and
Store operations
C. Appointment and Remuneration

Responsibility of Responsibility of
Appointment Payment of
Staff Remuneration

Franchisor Franchisee Franchisor Franchisee

Customer Nil Yes Nil Yes

Care
Associate

Senior Nil Yes Nil Yes

Customer
Care
Associate

Assistant Yes Nil Yes Nil

Store
Manager

Store Yes Nil Yes Nil

Manager

D. Norm of recruitment

 One Customer Care Associate for every 400 square feet of the carpet area or 3
no. of CCAs overall irrespective of carpet area, whichever is higher, of the
Schedule Premises
 One Senior Customer Care Associate if desired by the Franchisor.
 One Assistant Store Manager for every 6 CCAs (including Senior CCAs) or for a
Store measuring 2500 square feet of carpet area and above, as the case may be
 One Store Manager for a Store
Note: The term Store refers to the Territory
E. Mode of recruitment
The Franchisee shall directly recruit all employees excluding Store Manager and
Assistant Store Manager required for running the Store through one of the
following modes:

 Retail recruitment consultants

 Staffing agencies
 Walk-ins/Recruitment camps
 Headhunting
 Internal franchisees‟ employee references

F. Training
 The Franchisor will organize training programs for staff on the Franchisee
rolls on a scheduled basis.
 The Franchisee shall nominate the newly recruited staff for training
programs organized by the Franchisor and the Franchisee shall further
ensure that such newly recruited staff are trained mandatorily 15 days
before the Store opening.
 The Franchisee shall mandatorily nominate existing staff for training on a
rotational basis based on the Franchisor‟s training calendar.
 The Franchisee shall mandatorily nominate replacement staff for training as
per the Franchisor training calendar and ensure that they are trained within
one month of their date of joining.
 The Franchisee shall ensure that all nominated staff attend training without
exception and ensure that all staff employed in the Store undergo training
programs conducted by the Franchisor from time to time.

G. Placement of Staff

 The Franchisee shall employ the above staff (excluding the Store Manager
and Assistant Store Manager) . The consideration payable to the such staff
shall be paid by the Franchisee.

 The Store Manager and the Assistant Store Manager shall be employed by
the Franchisor and shall be placed on the Rolls of the Franchisor. The
Salary paid to Store Manager and the Assistant Store Manager shall be
deducted from the commission payable to the Franchisee.
 ANNEXURE C

DETAILS OF LICENSES AND ABSTRACTS TO BE DISPLAYED IN THE

TERRITORY

Labour Compliances at Stores

across India

CERTIFICATES TO BE
SL.No PROCURED

Shops and Establishment

1 Certificate

ESIC,PF,PT- Registration
2 certificates

LWF Amount paid

3 Acknowledgement

CERTIFICATES ISSUED BY
MUNICIPAL CORPORATION

4 Trade License- If applicable

ABSTRACTS OF THE ACTS

TO BE DISPLAYED

Sl.
Act
No

The Shops and

1
Establishment Act

The Payment of Gratuity

2
Act

3 The Payment of Wages Act

4 The Minimum Wages Act

5 The Maternity Benefit Act

 The Contract Labour (R&A)
6
Act

The Workmen's
7
Compensation Act

The Industrial Employment

8
(Standing Orders) Act
 Statutory Notices and
Certificates to be displayed
S.No Act
1 Display
Shops & Establishment Act
1948
National & Festival Holidays
4 Display
Act
5 Payment of wages Act
6 Payment of Gratuity Act
7 Contract Labour Act
Minimum Wages Act 1948 &
8 Notice
Rules 1958
9 The Payment Wages Act
Display Notices
Company Name Board both
English and Vernacular
languages
Display Notice of Weekly Holidays
Copy of Registration
Display
Certificate
List of National & Festival
holidays
Notice containing the name of
Notice
the paymaster
Notice of Authorised person to
Notice receive any notices under
Rule 4
Notice showing rates or
wages, hours of work, wage
period, payment date, name
Notice
and address of the inspector
and date of payment of
unpaid wages.
Notice of Weekly Holidays,
Working Hrs and date of
Payment of wages
Name and Address of the
Labour Inspector in
Notice
Vernacular Language &
English
 ANNEXURE D

DAY TO DAY RESPONSIBILITIES OF THE SECOND PARTY

1. Receipt of stock, short supply and damaged stock: The Franchisee shall on
receipt of the Stock from the Franchisor:

(i) Forthwith send acknowledgement for receipt of Stock to the Franchisor;

and

(ii) Display the fresh Stock so received in the Territory as advised by the
Franchisor without any delay for sale of the same.

If there is any shortfall in the Stock sent by the Franchisor or if any Stock is
received in a damaged condition, the Franchisee should forthwith report with
complete details and also provide the Franchisor the original of short delivery
certificate or open delivery certificate of the transporter as the case may be,
within two days of receipt of Stock by the Franchisee. If the Franchisee fails or
delays in providing such details or documents, the Franchisor may debit the
Franchisee the Maximum retail price (MRP) of the Stock less commissions
payable to the Franchisee from the amounts payable to the Franchisee under
this Agreement.

2. Safety of Stock
(i) The Franchisee shall ensure proper and safe custody of Schedule
Products stocked by the Franchisor in the Territory against fire, theft,
pilferage etc. The Franchisee shall at its own cost, implement gadgets,
systems or processes as may be recommended by the Franchisor to
prevent such incidents.

(ii) The Franchisee shall compensate the Franchisor, for any loss or damage
or defalcation of the Schedule Products during their storage in the
Territory due to any reason whatsoever.

(iii) The Franchisee shall not without the Franchisor‟s written consent modify
or alter the product or packing of the Franchisor or change their
appearance, tags, price, stickers, marketability etc in any manner
whatsoever and the Franchisor will not be liable for any consequences
resulting from such alterations and the Franchisee agrees to indemnity
the Franchisor for all consequences occasioned for not adhering this
clause.
3 Maintenance: The Franchisee shall maintain the highest standards in
connection with the operation and business and implement instructions and
advice of the Franchisor from time to time with regard to the display, discipline,
cleanliness, safety, security, mode of operation of overall business etc during
the term of this Agreement. Further the Franchisee shall maintain, at its own
cost, at all times the interiors and exterior of the Territory in a good state and
insure and keep Territory, interiors and exteriors insured during the entire term
of this Agreement without any delay or default.

4. Staff: The Franchisee shall maintain the staff appointed in accordance with
Clause 6 above and operate the business efficiently and effectively in the
Territory.

5. Staff Demeanor: The Franchisee shall comply with all instructions given by the
Franchisor with regard to the clothing and appearance of its staff, services
required to be rendered to the customers.

6. Working days and Hours: The Franchisee shall keep the Territory open and
business operational during all working days and business hours and during
such other days and times recommended by the Franchisor.

7. Price and Discounts: The Franchisee shall sell the Schedule Products in the
Territory at the MRP (Maximum Retail Prices) indicated on the price tags of the
Schedule Products except instructed otherwise by the Franchisor in writing.
The Franchisee shall offer discounts in accordance with the instructions of the
Franchisor. The Franchisee shall maintain proper documentation as prescribed
by the Franchisor, from time to time, regarding the discounts allowed to
employees of the Franchisor.

8. Sale procedure

a. The Franchisee shall sell the Schedule Products against receipt of cash,
credit cards, debit cards or privileged cards authenticated by the
Franchisor. The Franchisee shall ensure that Schedule Products are sold
only against valid credit cards
 When privilege cards are exchanged at the premises for products,
consideration equivalent to 10% of the value of privilege cards redeemed
during the month will be deducted from the consideration as agreed and
only the differential commission would be paid to the Franchisee.

b. The Franchisor shall advise the credit card agencies to effect payment in
the Franchisor‟s name against the charge slips.

The service charge payable to credit card agencies shall be shared

equally between the Company and the Agent. In this respect, the
Company shall deduct 50% of the Service Charge paid / payable to credit
card agencies for the sales through credit cards, from the commission
payable to the Agent

c. The Franchisor shall issue instructions with regard to acceptance of

payments through debit cards, credit cards, etc from time to time and
the Franchisee shall diligently follow such instructions.

9. Remittance of sale proceeds: The Franchisee shall remit the sale proceeds as
provided below:

(i) Cash: The Franchisee shall deliver the cash proceeds collected from
sales to the representative of the Banker of the Franchisor who shall visit
the Territory every day to collect the cash and obtain acknowledgement
from such representative and produce the same as and when called for
by the Franchisor or the Banker of the Franchisor failing which the
Franchisee shall pay penalty by way of interest at the rate of 36% per
annum for the period of delay till full payment. The Franchisee shall
check the authenticity of the representative of the Banker of the
Franchisor before delivering cash to such representative.

(ii) Payment from Credit card and Debit Cards:

The Franchisee shall do the batch settlement of Card transactions
diligently every day to ensure timely remittance of Card sales proceeds to
the Bank Account of the Franchisor

10. Return or dispatch of stock: The Franchisee shall also abide by all
instructions of the Franchisor in respect of return or dispatch of stock to any
place as per Franchisor‟s requirement. When stocks are dispatched by the
Franchisee shall send the necessary documents with the stocks, so that the
stocks are received without any difficulty by the Franchisor. If the stocks are
seized by Sales Tax or any Statutory Authorities on account of deficiency in
documentation as a result of which the Franchisor suffers penalties, duties,
levies, etc, the Franchisor shall debit such amounts from the commissions
payable to the Franchisee. The Franchisor‟s unfettered right to call back or
direct stock to other places shall not be questioned by the Franchisee.
11. Inspection and Stock Audit: The Franchisee shall unconditionally allow the
Franchisor and its representatives, authorised persons to carry out inspections
or stock audit in the Territory during normal business hours with prior notice
to the Franchisor. The Franchisee shall extend their utmost cooperation to the
auditors of the Franchisor who may be appointed from time to time to carry out
routine internal audits in the Territory in accordance with the instructions from
the Franchisor. During such inspections or stock audit, if any difference is
found between the physical stock and stock in books, the Franchisee shall
compensate the value of such stock difference at market retail price (less
commission due to the Franchisee), failing which the Franchisor shall recover
the differential amount from the commission payable by the Franchisor to the
Franchisee.

12. Advertisement:
The Franchisee shall prominently display and maintain at the Territory the
signs, cards, notices or displays supplied to the Franchisee by or on behalf of
the Franchisor. The Franchisee shall not use or exhibit on or in connection
with the business any signs, cards, notices or other display or advertising
matter unless the Franchisor has given its consent thereto in writing. The
Franchisee shall be responsible for obtaining from the competent authorities
any authorizations or consents necessary for displaying any advertising matter.
All display or promotional items containing names/logos of the Franchisor‟s
product shall remain the property of the Franchisor.
 ANNEXURE- E

STATUTORY COMPLIANCES AND PAYMENTS

The Franchisee shall pay or comply with, as the case may be with the
following in respect of its employees:

a. Monthly wages as per the norms of the Franchisor

b. Provident Fund
c. Employee State Insurance if the employees are covered under the
purview of the ESI Act
d. Statutory Bonus as per Payment of Bonus Act
e. Gratuity as per Payment of Gratuity Act
f. Compliance to payment of wages act and minimum wages act
g. In case of injury to staff arising out of accidents out of and in the course
of employment, compensation according to workmen compensation act
/ESI Act/applicable relevant statute
h. Maternity benefits to women employees as per Maternity benefit act if
applicable
i. Regulation of working hours of staff as per prevailing Shops and
Establishment Act
j. Regulation of employer-employee relations as per Industrial Disputes Act
and Industrial Employment and Standing Orders Act
k. Adherence to Contract Labor Regulation and Abolition Act if applicable
######################################