FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT (the “Agreement”) is entered on this _____ day of

___________ 2019.
By and Between

M/s THE THICK SHAKE FACTORY PRIVATE LIMITED, a company incorporated

under the Companies Act, 2013, having its registered office at Plot No. 76, Ground
Floor, BSP Colony, Moti Nagar, Hyderabad – 500018, India (hereinafter called the
“Franchisor”) which expression shall unless excluded by or repugnant to the context
mean and include its heirs, administrators, successors in interest, assignees etc.,
acting through its authorized signatory by Board Resolution, Mr. M. YESHWANTH
NAG, Director, aged about 31 years, S/o M. Ravi Kumar, R/o Plot No. 76, Ground
Floor, BSP Colony, Moti Nagar, Hyderabad–500018, the Party of the FIRST PART
AND

xxxxxxxxxxxxxxxxxx, a Partnership Firm/Partnership Firm/LLP having their

Registered Office at No: xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(hereinafter called the “Franchisee”) which expression shall unless excluded by or
repugnant to the context mean and include its heirs, administrators, successors in
interest, assignees etc., represented by its Proprietor/Managing Partner/Director,
xxxxxxxxxxxxxxxxxxxxxxxxxx S/o xxxxxxxxxxxxxxxxxxxxxxxxxxxxx, aged xx years,
R/o xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, Party
of the SECOND PART.

The “Franchisor” and the “Franchisee” are also referred to individually as “Party” and
collectively as “Parties”.

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In this Franchise Agreement, the meanings set forth for defined terms in this
Agreement and all pronouns shall be equally applicable to both the singular and
plural, masculine, feminine or neutral forms as the context may require.

RECITALS

1. WHEREAS, the Franchisor is private limited company setup in India engaged in

the business of offering cold beverages including Thick Shakes, Milk Shakes,
Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies and Waffles. The outlets
are named “THE THICKSHAKE FACTORY" (herein referred to as "TTSF").

2. WHEREAS, the Franchisor is dealing in Cold beverages which includes Thick

Shakes, Milk Shakes, Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies
and Waffles in its store under its Brand name “THE THICK SHAKE FACTORY”
and the Franchisee aims to develop a franchise model on the same for a Store.

3. WHEREAS, the Franchisor identifies the franchise business by means of certain

trade names, logos and emblems, including but not limited to the marks “THE
THICK SHAKE FACTORY” and logo, and such other trade names, and
trademarks as are now designated (and may hereinafter be designated by
Franchisor to the Franchisee in writing) for use in connection with the system.
Franchisor shall retain ownership and all rights relating to its proprietary marks.

4. WHEREAS, the Franchisee is a Proprietary Firm/Partnership Firm/LLP, which

desires to associate itself with the Brand by becoming a Franchisee of the
Franchisor. The 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
Franchisee. Copy of the Partnership Deed/LLP, if applicable, is annexed hereto
as Annexure-A. Copy of the Registration/Incorporation of the said Partnership
Deed/LLP dated xx.xx.xxxx is annexed hereto as Annexure-B. Copies of PAN
Card of the Proprietor/Partners and PAN Card of the Partnership Deed/LLP, if
applicable are annexed hereto as Annexure C.

5. WHEREAS, the Franchisee acknowledges that they have been advised by the
Franchisor to seek appropriate independent legal and financial advice based on
this Agreement and upon the viability of the Franchise Business under this
Agreement in particular. The Franchisee has taken a decision to enter into this
Agreement solely on the basis of its own judgement and experience and after
having taken such independent advice.

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6. WHEREAS, The Franchisee acknowledges that no representation, warranty,
inducement or promise, express or implied, has been made by the Franchisor or
its employees or agents and no representation, warranty, inducement or promise,
express or implied has been relied upon by the Franchisee in entering into this
agreement, save, such as may have been notified by the Franchisee to the
Franchisor in writing and annexed to and incorporated in this Agreement.

7. WHEREAS, the Franchisee also desires that such operation of the Franchise
Business in the Demised Premises is done under Franchisee Invested Company
Operated (FICO) Model as per the terms & conditions of this Agreement.

8. WHEREAS, notwithstanding the terms and conditions contained herein, the

relation between the Franchisor and the Franchisee will be that of independent
entities and not as principal and agent. Hence for any acts of omission or
commission done by Franchisee, the Franchisor will not be responsible in any
manner whatsoever.

NOW THEREFORE, the parties hereto intending to be legally bound in

consideration of mutual agreements and covenants contained herein do
hereby agree as follows:

DEFINITIONS AND INTERPRETATIONS

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

1. "Agreement" shall mean this Agreement along with Schedules and shall
include any modifications and alterations made hereto in writing after the date
of execution of this Agreement.

2. “TTSF: or “Company” shall mean “THE THICKSHAKE FACTORY PRIVATE

LIMITED” which owns the name, brand and intellectual property rights under
the common control of the Franchisor and in this regard “control” means the
power to direct or cause direction of the management & policies of an entity.

3. “Affiliate” shall mean persons and or entities, which directly or indirectly are
controlled by or are under the common control of the Franchisor and in this
regard “control” means the power to direct or cause the direction of the
management and policies of an entity.

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4. “Applicable Law” means all local laws applicable to the Franchisee business
or franchised Store, 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.

5. “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.

6. “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, training
and products disclosed by Franchisor to the Franchisee: (d) Personal
information of any customers (e) all information or data which 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.

7. “Defect Cure Notice” shall mean a written notice served by the Franchisor
setting out the nature of the defect and giving the Franchisee a period of
Thirty (30) days to rectify the defect including the case of a defect relating to a
failure to promptly make payment of any sums owed by the Franchisee to the
Franchisor.

8. “Equipment and Material” means the kitchen and other “Thick Shakes, Milk
Shakes, Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies and
Waffles”, Outlet equipment, furniture, tableware, uniforms and other materials
required by the Franchisee/Outlet for use in the establishment and operation
of Franchisee Business, which have to be acquired only in consultation with
the Franchisor at the cost of the Franchisee/Outlet.

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9. “Franchise” means the initial authorization, or renewal thereof (including a
renewal of an authorization which has been granted subsequently, after the
expired term of the Agreement), which authorizes the Franchisee to continue
the Franchise Business.

10. “Franchise Agreement” means a legally binding Agreement, which shall

govern the relationship between the Parties; define the rights and obligations
and may not be sold, transferred or otherwise assigned without the written
approval of the Franchisor.

11. “Franchise Business” shall be the business of selling “Thick Shakes, Milk
Shakes, Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies and Waffles”
under the brand name “THICK SHAKE FACTORY’ and other items which are
introduced from time to time which constitute the Franchisor’s business which
shall include but not limited to the use of the Intellectual Property of the
Franchisor.

12. “Multi-Unit Franchise” means where the Franchisor hereby grants to the
Franchisee a permission (subject to terms and conditions of this agreement)
to operate and run three outlets (regardless of their size) in a particular city
upon due payment to the Franchisor.

13. “Single Unit Franchise” means where the Franchisor hereby grants to the
Franchisee a permission (subject to terms and conditions of this agreement)
to operate and run one single outlet in a particular city upon due payment to
the Franchisor.

14. “Effective Date” means the date of commencement of the present Agreement
as notified by Franchisor.

15. “Intellectual Property Rights” means all intellectual property rights sole and
lawful owner at present or in the future to be owned by Franchisor including
but not limited to name, marks, characters, artwork, designs, copyright, 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 the Franchisor.

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16. “Operational Manuals” or “Manuals” or “Guidelines” means expression of
procedure, specification or method of construction, selection, operation,
administrative functions, modes, techniques, scheduling, evaluation, training,
marketing, technical, teaching, and specifications in relation to provisioning or
Products provided in the Store, administration and operation of the Store or
any other instructions as may be specified or adopted by Franchisor, from
time to time in its sole discretion.

17. “The Know How” means Franchisor’s substantial knowledge of “THE THICK
SHAKE FACTORY” brand developed and updated over a period of time.

18. “The Menu” means the “Thick Shakes, Milk Shakes, Slushes, Bubble Tea,
Smoothies” Outlet menu including its specified price and quantity given by the
Franchisor to the Franchisee for use in the Outlet.

19. “Product” means the wide variety of shakes etc. products, to be sold at the
Store under Brand name “THE THICK SHAKE FACTORY” to the
customers/general public. The Products sold in the store are premium
category products. The variety of Products, sold in the Store has been
enlisted in further detail under the Operational Manual.

INTERPRETATION

1. Headings are for convenience only and do not affect interpretation or

construction of this Agreement;
2. Except where the context otherwise requires, references to one gender
include all genders and the singular includes the plural and vice versa;
3. 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;
4. References to persons include companies, corporations, partnerships,
associations, and other organizations whether or not having a separate legal
personality;
5. Except where otherwise indicated, reference to article, sub-section, recitals
and annexure are to article, sub-section, recitals and annexure of this
Agreement;
6. Where under the terms of this Agreement either Party accepts an obligation to
use "reasonable endeavours" in and towards the fulfilment 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 fulfilment of such obligation would take;
7. 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.

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 ARTICLE I

APPOINTMENT AND GRANT OF LICENCE

1. The Franchisor hereby grants to the Franchisee, a non-exclusive right to

establish and to operate within the defined Territory the franchise business,
Multi-Unit Franchise under the Brand name “THE THICK SHAKE FACTORY”
under the specific conditions hereinafter set forth, to be located as mentioned
in Article 2 of this Agreement.

2. Franchisee understands and specifically agrees that this Agreement does not
and shall not create a “technology transfer” agreement under any
circumstances for the reason that:

a) The technology (including any software) made available under this

Agreement is not an integral part of a technology chain for
production or management purposes and
b) The technology (including any software) will have its own
technology license.

3. Franchisee will not hold itself out as Franchisor’s technology recipient and will
not attempt to identify Franchisor as a technology provider under this
Agreement.

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 earlier termination of this Agreement.

ARTICLE II

LOCATION OF FRANCHISEE’S THICK SHAKE FACTORY OUTLET

1. Selection of Site: As per this Agreement, the Franchisee has given the
mandate and the money to the Franchisor to execute and operate 10 (Ten)
TTSF Retail Outlets, at various locations acceptable to both the Franchisee
and the Franchisor, that may be identified at a later date, subject to Para 2
below, for which appropriate Lease Deeds would be entered into with the
Land Lords concerned. The Lease Deeds entered into with the Land Lords
concerned, whenever made shall be made as addendum to this Agreement,
which shall form part and parcel of this Agreement. The Area of the said
premises where the designated Outlet is to be maintained is around xxx Sq.
Feet approx. (hereinafter referred to as the ‘Demised Premises’)

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2. Geographical Location of the Outlets: It is clearly understood between the
parties that the Franchisee is given the mandate to open the 10 (Ten) TTSF
Retail Outlets, within the geographical areas covered by New Delhi NCR,
Punjab and Uttarakhand States and accordingly, out of the monies received
from the Franchisee, Franchisor shall execute and operate 10 TTSF Outlets

3. Discretion of the Franchisor: It is clearly understood between the parties that

the Franchisor has unfettered right to select the Demised Premises based on
such factors as it deems appropriate, including the condition of the premises,
demographics of the surrounding area, proximity to potential clients, lease
requirements, proximity to major roads and overall suitability. The Franchisor
shall provide the Franchisee with general guidelines to assist the Franchisee
in selecting a location suitable for the franchise business. Neither is the
Franchisor’s assistance nor consent is intended to indicate or indicates that
the franchise business will be profitable or successful at the Store. The
Franchisee is solely responsible for finding and selecting the Store.

4. Lease of the Demised Premises: Copies of the Lease Deeds entered into
between the Landlords and the Franchisor have to be annexed hereto and
marked as Annexure D. In case there is a provision to register the Lease
Deed with the appropriate authorities, the registration charges shall be borne
out of the monies sent by the Franchisee to the Franchisor for setting up and
operation of the designated Outlets. It is made explicitly clear that in case the
Lease Agreement of the Demised Premises is terminated prematurely for any
reason; the present Franchise Agreement would also be terminated. The
Franchisor does not represent that they or any of their employees have
special expertise in selecting sites or premises.

5. Payment of Rental and other Deposits & Provisions: It is expressly agreed to

by the Parties that the Rental and other Deposits & Provisions payable to the
10 (Ten) Demised Premises shall be borne by the Franchisee, provided that
on the expiry of the Lease Deed or earlier on termination of the Lease for
whatever reason, the Franchisee is entitled to receive the refund of the
respective Rental and other Deposits & Provisions, so paid by him.

6. Development of Demised Premises: Franchisor shall make available to the

Franchisee, at no cost to the Franchisee, copies of standard plans and
specifications (but not construction drawings or blueprints) for the
development of the Outlet, including specifications for exterior and interior
design and layout, fixtures, equipment, decor and signs. Such plans and
specifications are subject to alteration as may be necessary and at the
Franchisor's sole discretion. Franchisee shall cause the said location to be
developed, equipped and improved in accordance with such plans and
specifications within.

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7. Use of Demised Premises: The Demised Premises shall not be used for any
purpose other than for the operation of the Franchise Business in full
compliance with this Agreement and the Guidelines, unless approved in
writing by the Franchisor.

8. Relocation: Relocation of the Retail Outlet in the Demised Premises may be

made any time due to business considerations and the cost of relocation shall
be met from out of the Revenue proceeds of the Outlet concerned.
Relocation if considered necessary, for any other reasons like the lease of the
Demised Premises expired or terminated or if the Demised Premises is
destroyed, condemned or otherwise rendered unusable by any reason
whatsoever, may be made by mutual consent and the Franchisor and the
Franchisee shall equitably bear the cost of such relocation, which includes,
but not limited to making of new interiors etc. and shall continue to follow the
same terms and conditions as set forth by and between the Parties to this
Agreement. If a substitute alternate premises is not finalized within Sixty (60)
Days after the lease expires or if the lease is terminated or if the Demised
Premises is rendered unusable for whatsoever reason, this covenants of this
Agreement will be determined without causing any liabilities of financial nature
or otherwise to Franchisor.

9. The Franchisee understands and agrees that this Franchise Business is non-
exclusive and is granted subject to the terms of this Agreement and hence the
Franchisee, shall have no right to raise any dispute/objection if the Franchisor
decides to establish or execute a Franchise Agreement with any other person/
entity to establish its ‘‘Thick Shakes, Milk Shakes, Slushes, Fruity
Delights/Juices, Bubble Tea, Smoothies and Waffles’ outlet under the mark
“THE THICK SHAKE FACTORY” in any other nearby premises, provided that
the Franchisor affirms that they or their affiliates shall not establish their “Thick
Shakes, Milk Shakes, Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies
and Waffles’ outlet under the mark “THE THICK SHAKE FACTORY”,
wherein the proposed Demised Premises for the designated Outlets are to be
located. The Franchisee further acknowledges that this Agreement does not
grant the Franchisee any territorial rights and there are no radius restrictions
or maximum or minimum population requirements which limit when and where
any other Franchise of the Franchisor can open. The Franchisor and its
Affiliates have unlimited rights to compete with the Franchisee and give
license to others competing with the Franchisee.

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10. The Franchisee understands and agrees that the Franchisor and its Affiliates
retain the exclusive and unrestricted right to produce, distribute ‘Thick
Shakes, Milk Shakes, Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies
and Waffles’ and other products under the mark “THE THICK SHAKE
FACTORY” or any other mark directly or indirectly, through employees,
representatives, licensees, agents, assigns or others at wholesale and retail
at the location of any “THE THICK SHAKE FACTORY” outlets and other
TTSF outlets or methods of distribution may compete with the Franchisee’s
franchised ‘TTSF’ outlet and its sale. The Franchisee shall not have any right
to exclude, control or impose conditions on the locations or development of
any “THE THICK SHAKE FACTORY” outlet or other method of distribution,
under the mark “THE THICK SHAKE FACTORY” or any other mark.
11. The Franchisee warrants the Franchisor that the upon pre-mature termination
of the present Franchisee Agreement, for non-compliance of the Terms and
Conditions of this Franchisee Agreement by the Franchisee, the Franchisor
may choose any other third party to continue the franchise business at the
Demised Premises on the terms and conditions the Franchisor deems fit in
consonance with the Lease Deed. Upon such Lease Deed between the
Parties coming into force, the Franchisor shall have absolute liberty to enter
into a fresh franchise agreement with respect to the said property with any
other third party as per the terms and conditions provided in the Lease Deed,
without any objection from the Franchisee, provided that complete valuation
report of the said Outlet along with all the furniture and fixtures, as conducted
by an independent evaluator appointed by the Franchisor, is made available
to the Franchisee and provided further that the settlement towards procuring
the said assets available in the Outlet is made only after adjusting the same
towards the P & L of the Outlet.
12. It is expressly agree to between the Parties that the following covenants will
have to be complied with:

 Do not allow any of the Demised Premises or any parts thereof from
being used for any purpose other than the operation of the Franchise
Business;

 A provision stating that any default under the lease shall constitute a
default under this Agreement;

 A provision stating that upon default of this Agreement, Franchisor or

its nominee has the right to take possession of the said premises and
operate the Franchise Business: and

 A provision allowing the Franchisor, upon expiration or termination of

any of the lease, to enter the said premises and remove any signs
containing the Marks.

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 ARTICLE III

OWNERSHIP OF THE THICK SHAKE FACTORY OUTLETS

1. Ownership of the TTSF Outlets: It is expressly agreed to between the Parties

that the Franchisee has paid to the Franchisor, Rs.2,10,00,000/- (Rupees Two
Crores and Ten Lakhs Only) for setting up and execution of 10 (Ten) TTSF
Outlets at various locations as per the standards set by the Franchisor; under
FICO Model, provided that the operations, computation of P & L and Revenue
Share shall be on the lines envisaged below.

2. Change in the Ownership/Constitution of the TTSF Outlets: It is expressly

agreed to between the Parties that the constitution & ownership model of the
TTSF Outlets may be changed, with the mutual written consent of both the
Franchisor and the Franchisee, provided that the operations, computation of P
& L and Revenue Share shall be on the same lines, as envisaged below.

ARTICLE IV

OPERATION AND COMPUTATAION OF PROFT & LOSS OF THE OUTLET

3. Operations of the TTSF Outlet in the Demised Premises: It is expressly

agreed to between the Parties that the Franchisor shall operate the Outlet in
the Demised Premises, by deploying their personnel and by procuring the
Raw Materials from the designated vendors. Franchisee shall no way interfere
in the functioning and operations of the Outlet in the Demised Premises.

4. Payment of Rent, Maintenance, Electricity and Water Charges etc: It is

expressly agreed to between the Parties that as long as the aforesaid Lease
Agreement is valid and subsisting all charges including but not limited to
monthly rent, maintenance, electricity bills, water bills, repairs and all other
miscellaneous charges and the Raw Materials, with respect to the Demised
Premises shall be paid by the Franchisor from out of the Net Sales Revenue
(Net Sales Revenue is defined as the Gross Sales Revenue – GST) received
by the Franchisor from the said Outlet, after netting the Commission/Charges
payable to various On-line Aggregators and other intermediataries.

5. Revenue Share of Franchisee: It is expressly agreed to between the Parties

that the Franchisor shall pay to the Franchisee, a Revenue Share @13% of
Net Sales inclusive of all, at the monthly intervals, which shall be paid within a
Fortnight after the computation period. For the purpose of uniformity, in line
with other FOCO/FICO Outlets, the period of computation is reckoned is from
22nd of the previous month to 21st of the current month, which shall be settled
within a fortnight from the reckoned period.

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 ARTICLE V

PROPRIETARY MARKS

1. The Franchisee acknowledges that the name “THE THICK SHAKE

FACTORY” is a valid sole and lawful owner of the registered and registering
trademarks, and that only the Franchisor or its designated Franchisees have
the right to use such trade mark and such other trademarks, service marks
and trade names as may exist or that may be acquired by the Franchisor. The
Franchisee further acknowledges that the value, goodwill and reputation are
attached to such trademarks, service marks and trade names, and that the
Franchisee will use the same only in the manner and to the extent specifically
licensed under this Agreement. The Franchisee shall not use any other marks
unless approved by the Franchisor in writing.

2. The Franchisee understands and agrees that his license under the said
proprietary marks is non-exclusive and that the Franchisor, in their sole
discretion, have the right to operate businesses under the mark conditions the
Franchisor deems fit; provided, however, that the Franchisor has unequivocal
right on the said marks and to grant other licenses under such proprietary
marks on any terms to any other individual or business entity that agree to
abide by the obligations herein set forth under the terms of this Agreement.

3. The Franchisee expressly covenants that during the term of this Agreement
and after the expiration or termination thereof, the Franchisee shall not
directly or indirectly contest or aid in contesting the validity or ownership of
proprietary marks and copyrights of the Franchisor.

4. The 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, to use the Products and/or trademarks licensed
hereunder, or any trademark, service mark, symbol, trade name, copyright, or
colourable variation thereof, in which the Franchisor has a proprietary interest.
The Franchisee agrees also to promptly notify the Franchisor of any litigation
instituted by any person, firm, corporation or governmental agency against the
Franchisor. In the event the Franchisor pursuant to the terms of the
Agreement, undertakes the defence or prosecution of any litigation, the
Franchisee agrees to execute any and all documents and do such acts and
things as may, in the opinion of counsel for the Franchisor, be necessary to
carry out such defence or prosecution, either in the name of the Franchisor or
in the name of the Franchisee, as the Franchisor shall elect.

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5. The Franchisee shall not use the franchise business given through this
agreement, its repute and the goodwill attached to it as part of its corporate or
other business ventures. The Franchisee shall not license, register or
purchase vehicles, fixtures, equipment, or performs any other activity or incur
any obligation or indebtedness, except in Franchisee’s individual, corporate or
other business name.

6. The Franchisee understands and acknowledges that each and every detail of
the franchise business is important to the Franchisor, to the Franchisee, and
to other licensed Franchisees in order to develop and maintain uniformity of
Products, and therefore, to enhance the reputation, trade, demand and
goodwill of the franchise business, the Franchisee accordingly covenants:

a) To operate, advertise and promote his franchise under the name “THE
THICK SHAKE FACTORY” without prefix or suffix;

b) To adopt and use the proprietary marks licensed hereunder solely in

the manner prescribed by the Franchisor and in no other case or
variant; and in case, it is found out that the Franchisee or their agents
or associates have misused or tried to use the name which is not in
accordance with the guidelines laid down under this Agreement, it
would amount to a fundamental breach of agreement and agreement
would stand terminated.

c) To carry out his 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
Franchisee.

7. In order to preserve the validity and integrity of the proprietary marks licensed
herein, and to assure that the Franchisee is properly employing the same in
the operation of its franchise, the Franchisor or its agents shall at all
reasonable times have the right to entry and inspect the Franchisee's
premises.

8. The Franchisee at no point of time (even after the expiry of this Franchise
Agreement) shall make applications for the registration of Trade Marks/
Copyrights, which may be visually, phonetically and/or deceptively similar to
that of the Franchisor’s mark in any manner.

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 ARTICLE VI

LICENSES/PERMISSIONS/COMPLIANCES

1. The Franchisee warrants their competence and confirms their capacity for
signing the present Franchise Agreement and states that they have not
entered into similar/supplementary agreements earlier to this Agreement.

2. Before starting the franchise business, all legal formalities such as obtaining
the trade license, all or any other permissions under any statutory or by law or
rules of government or local bodies etc. compliance with the local municipal
laws, obtaining the insurance etc. shall be complied with and carried out by
the Franchisor, from out of the monies given by the Franchisee for setting up
and execution of the TTSF Outlets and the Franchisee shall be fully absolved
of any non-compliance of the same.

3. The Franchisor confirms to provide the Franchisee with a copy of all such
licenses, compliances etc. acquired for the purpose of the franchise business
and renewed periodically at each of the identified FICO premises.

4. Franchisee understands that obtaining approvals or consents, whatsoever,

required for performance of its obligations and effective implementations of
various terms and conditions under the present Agreement under the
applicable laws, either as condition precedent or during subsistence of the
present Agreement, is the sole responsibility of the Franchisor and under no
circumstances; it may be deemed to be the responsibility of the Franchisee to
obtain any such approvals or consents and any liability/cost/litigation arising
out of the failure of the Franchisor to do so shall be at the risk and cost of the
Franchisor and the Franchisor shall keep the Franchisee indemnified in
respect of the same at all times.

5. Further the Franchisor hereby agrees to comply with all the Laws as may be
applicable to the Franchise Outlet including but not limited to the provisions of
Prevention of Food Adulteration Act 1986, Weights And Measure Act 2011,
Consumer Protection Act 1986, Water (Prevention and Control of Pollution)
Act, 1974 in the Franchise Outlet and the Franchisor shall always remain
solely responsible to obtain and make available necessary certificates from
the Pollution Control Board and/or other appropriate authorities in this regard,
where considered necessary

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6. The Franchisee also acknowledges that before entering into this Agreement
they have conducted an independent investigation of the business franchised
hereunder and recognize that the business venture contemplated by this
Agreement involves business risks and that Franchisee’s success will be
largely dependent upon the location of the Franchise Business and the ability
and cumulative efforts of the Franchisee, Franchisor and its employees. The
Franchisor expressly refrains from giving the Franchisee any
warranty/guarantee, expressed or implied as regards the potential volume of
sales, earnings, profits and/or success that could accrue from the Franchise.

7. The Franchisee further acknowledges the approval of the location of the TTSF
Outlet does not guarantee the Outlet’s success at the location and that the
Outlet may lose money or fail and that other factors beyond the control of the
Franchisor or its affiliates, will affect the Outlet’s success including but not
limited to competition, demographic patterns, consumer trends, interest rates,
economic and market conditions, Government policies, local laws, rules and
regulations, legal claims, inflation, labour costs and other factors which may
be difficult to anticipate, assess or even identify.

ARTICLE VII

STANDARD OPERATING GUIDELINES/ OPERATIONS MANUAL

1. The Franchisor shall provide to the Franchisee, concurrently with the

commencement of the Franchisee's training program, one (1) copy of the
Franchisor's detailed Operational Manual containing the introduction, product
list, equipment list, packaging, application methods, process descriptions and
complete layout plan for the Outlet’s quality standards.

2. From out of the monies given by the Franchisee for setting up and execution
of the TTSF Outlets the Franchisor shall install Sigma Byte cameras
connected to the Internet at all prominent places within the identified premises
of the above said premises along with adequate speed internet connection
fixed to such cameras from the first day of the operation. Uninterrupted
access of the cameras so installed shall be given to the Franchisee at all
times. In this regard, all charges, including but not limited to installation, AMC
charges, up-gradation of software and/or hardware, repair, and all other
expenses that may be incurred from time to time shall be borne out of the
monies given by the Franchisee for setting up and execution of the TTSF
Outlets and/or Sales Revenue generated by the TTSF Outlet concerned.

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3. The Franchisor shall install the Posist cloud based billing software in the
approved premises from out of the monies given by the Franchisee for setting
up and execution of the TTSF Outlets. The Outlets shall provide only
electronic bills and no other billing methods should be treated appropriate
except that the Franchisor may from time to time introduce/update the
process to the business.

4. Uninterrupted access of the Billing software in each of the approved premises

so installed shall be given to the Franchisor at all times. In this regard all
charges, including but not limited to installation, AMC charges, up gradation of
software and/or hardware, repair, and all other expenses that may be incurred
from time to time shall be borne out of the monies given by the Franchisee for
setting up and execution of the TTSF Outlets and/or Sales Revenue
generated by the TTSF Outlet concerned.

5. The Franchisor shall install the uniform feedback software in the approved
premises as sourced by the Franchisor from time to time. No other feedback
software should be treated appropriate except that the Franchisor may from
time to time introduce/update the process to the business. Uninterrupted
access of the feedback software with high-speed Internet connection so
installed in each of the approved premises shall be given to the Franchisor at
all times. In this regard, all charges including but not limited to installation,
purchasing two touch screen computer tablets, AMC charges, up gradation of
software and/or hardware, repair, and all other expenses that may be incurred
from time to time shall be borne out of the monies given by the Franchisee for
setting up and execution of the TTSF Outlets and/or Sales Revenue
generated by the TTSF Outlet concerned.

6. The Franchisor shall install all other software and hardware in the identified
premises that the Franchisor may feel just and necessary for effective
operation of the Franchise Business, sourced by the Franchisor from time to
time. Uninterrupted access of the software with high-speed Internet
connection so installed shall be given to the Franchisor at all times. In this
regard all charges, including but not limited to installation, AMC charges, up
gradation of software and/or hardware, repair, and all other expenses that
may be incurred from time to time shall be borne out of the monies given by
the Franchisee for setting up and execution of the TTSF Outlets and/or Sales
Revenue generated by the TTSF Outlet concerned.

7. The Operations Manuals are the exclusive property of the Franchisor and may
not be duplicated, copied, disclosed or disseminated in whole or in part in any
manner except with the Franchisor's express prior written consent.

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8. In order to protect the reputation and goodwill associated with the trade mark
“THE THICK SHAKE FACTORY”, and to maintain uniform standards of
operation, the TTSF Outlets shall conduct its franchise business and all
operations and procedures in strict conformity with the Franchisor's
Operations Manual guidelines provided, one copy of which the Franchisee
acknowledges having received from the Franchisor, in formats chosen by the
Franchisor (including, but not limited to, paper, CD, or online), for term of this
Agreement.

9. The Franchisee shall at all times treat the Operations Manuals created for or
approved for use in the operation of the Store and the information contained
therein, as confidential, and shall use all reasonable efforts to maintain such
information as secret and confidential. Except for those portions of the
Operations Manuals that Franchisor designates, in writing, as appropriate for
copying, the Franchisee shall not at any time copy, duplicate, record, or
otherwise reproduce the foregoing materials, in whole or in part, or otherwise
make the same available to any unauthorized person.

10. The Operations Manuals shall at all times remain the sole property of
Franchisor and shall at all times be kept in a secure place on Store premises.

11. The Franchisor has the right to revise the contents of the Operations Manuals
and the price thereof from time to time subject to providing seven days (7)
notice to the Franchisee, to reflect changes in the specifications, standards,
operating procedures and rules prescribed by the Franchisor; provided,
however, that no such addition or modification shall materially alter
Franchisee’s fundamental status and rights under this Agreement. The
Franchisor may make such additions or modifications without prior notice to
the Franchisee and the Franchisee expressly agrees to make corresponding
revisions to its copy of the Operations Manuals and to comply with each new
or changed standard.

12. Franchisee shall at all times maintain the Operations Manuals at the store
location and ensure that the Operations Manuals are kept current and up to
date; and, in the event of any dispute as to the contents of the Operations
Manuals, the terms of the master copy of the Manuals maintained by
Franchisor at Franchisor’s Head Store/AO shall be binding on the Franchisee.

13. As used herein, the term “Guidelines” shall be deemed to include the
Guidelines so delivered to the Franchisee, all amendments thereto, and all
supplemental bulletins, notices and memoranda which prescribe standard
methods or techniques of operation, and which the Franchisor may from time
to time deliver to the Franchisee.

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 ARTICLE VIII

QUALITY CONTROL

1. The Outlet shall have to necessarily provide the customers with the same
quality and quantity as specified by the Franchisor in the Operation Guidelines
using utmost hygiene levels.

2. The Franchisor in order to maintain the same taste, flavour and its brand
value may direct the Franchisee that all key products/ingredients including all
raw materials/ingredients as well as finished and/or semi-finished products
shall be procured from the Franchisor’s authorized contractors only.

3. The Franchisor may designate or authorize any duly authorized person(s) to

carry out quality control functions and inspection of the Franchise TTSF
Outlet, and the operations carried out at the Franchise TTSF Outlet.

4. Franchisor is entitled to inspect the TTSF Outlet as many times in an year as

it wishes and deemed fit at its sole discretion. Such inspection will be carried
out during business hours without prior notice. Franchisor shall also have the
right to conduct an assessment of the TTSF Outlet and its quality
management systems to determine the level of compliance with the Business
System, Standard Operating Guidelines and Franchisor’s direction and
guidelines.

5. Any liability arising out of any defect in service or quality/ quantity or otherwise
any act of omission or negligence and/or any violation of statutory norms
caused under this Franchise business shall be attributable to the Franchisor
only, and in no manner, shall the Franchisee be held liable for any such acts/
omissions of the Franchisor.

ARTICLE IX

TRAINING AND ASSISTANCE

1. The initial setting up of the franchise business will be coordinated and
assisted by the professional team of the Franchisor. The Franchisor shall
recruit qualified and experienced technical and administrative staff for the
efficient operation of the franchise business. The Franchisor has business
norms on the number of persons to be employed by it. It is mutually agreed
between the Parties that, as of now, the Outlet shall have a minimum of three
(3) employees in the Outlet and the number of employees may be increased
or decreased, as may be deemed fit by the Franchisor.

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2. The Franchisor shall select a team of employees and send them for training
and at a facility designated by the Franchisor, located at Hyderabad. The
initial training of the employees will be for a period of 15 days. Franchisor
shall charge, costs of ingredients used by the employees during the course of
their training, which are to be borne out of the monies given by the Franchisee
for setting up and execution of the TTSF Outlets and/or Sales Revenue
generated by the TTSF Outlet concerned. Cost of boarding, lodging, travel
expenses including but not limited to out-of-pocket expenses of the
employees during the course of their training will be borne out of the monies
given by the Franchisee for setting up and execution of the TTSF Outlets
and/or Sales Revenue generated by the TTSF Outlet concerned.
3. Franchisor shall ensure that their designated staff and respective employees
appointed for the purpose of the franchise business adhere to the quality and
Operations Manual of the Franchisor, while handling the franchise Products.
4. Uniforms which conform strictly to the current specification, design and style
of the Franchisor as set forth from time to time in the Operational Manual or
otherwise in writing, would be provided to the staff at their cost.
5. All the statutory provisions regarding statutory employment laws etc. would be
followed by the Franchisor. All employees shall be on the rolls of the
Franchisor and their remuneration shall be charged to the respective Outlet.
6. The Franchisor shall ensure to execute service contracts, where required,
with the employee or staff recruited for the operations of the Store concerned.
7. The manager working in the Store shall maintain the daily sales reports,
incidental reports and monthly inventory report. The Manager of the Store
shall directly report to the Franchisor regarding the same.
8. Franchisor may also provide regular advice on inventory control, cash
management, advice on logistics and supply chain management and
administrative issues. Support for the menu shall be provided by the
Franchisor. Franchisor shall also provide a product guide.

ARTICLE X

FRANCHISE FEE AND OTHER REMUNERATIONS

1. The Franchisee has paid to the Franchisor, Rs.2,10,00,000/- (Rupees Two

Crores and Ten Lakhs Only) for setting up and execution of 10 (Ten) TTSF
Outlets at various locations, as mentioned elsewhere, provided that the
Franchisor shall have unfettered right to use the said monies, as may deem
fit, towards Franchisee Fee, Equipment Fee and execution of Interior Works
etc. and provided further that Franchisor shall compute the Net Profit of the
Outlet in the Demised Premises at Monthly Intervals, based on the Net Sales

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 Revenue received by the Franchisor from the said Outlets (after netting the
Commission/Charges payable to various On-line Aggregators and other
intermediataries) after deducting the actual payments towards various heads,
as mentioned elsewhere.

2. Taxes or any other levies, as applicable on the fees shall be adjusted from the
monies received by the Franchisor from the Franchisee for setting up the
designated TTSF Outlets. Similarly, the Franchisee shall deduct the
applicable TDS on the payment made to the Franchisor and shall make all
payments only after deducting the applicable TDS. Franchisor undertakes to
provide necessary Form 16A to Franchisee on quarterly basis.

3. Penalty - Should there be any material default in the payment(s) schedule

specified above or any other defaults as determined by the Franchisor, the
Franchisor shall serve a written Defect Cure Notice setting out the nature of
the defect and giving the Franchisee a period of Thirty (30) days, for promptly
making good the payment of any sums due by the Franchisee to the
Franchisor, provided that further in the case of a persistent default either
made by the Franchisee consecutively or otherwise, the Franchisee shall not
be entitled to any further grace period and it will give the Franchisor full right
to rescind the Agreement at the cost and consequences of the Franchisee.

4. All payments payable by the Franchisee to the Franchisor under the present
Agreement shall be paid through NEFT/RTGS only and/or as approved by
Franchisor from time to time.

5. The Outlet shall be under obligation to collect all taxes, cess, fees, etc. from
the customers, as the case may be in terms of the local laws applicable to the
territory.

ARTICLE XI

ADVERTISING AND MARKETING

1. Franchisor shall ensure effective implementation of all marketing activities.

The Franchisor or its designated agency shall be responsible for all sales
promotion materials and advertising to be used, subject to Para 4 infra.

2. Franchisee shall not advertise or use in advertising or any other form of

promotion, the trademarks of the Franchisor without the written permission
from Franchisor.

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3. All databases in the social media with respect to the operations of this
Franchise Agreement including any promotions, reviews, comments, updates,
feedbacks etc. are to be controlled and managed by the Franchisor only. The
Franchisee will not involve himself directly or indirectly in any matters relating
to the social media without written consent of the Franchisor.

4. It is expected that amounts upto 2% of the gross monthly sales is spent on

advertising and marketing to ensure long term and continuous profitable
business by purchasing required marketing collateral from the Franchisor. The
Outlet shall at all times, on its own cost and expense adhere to all the
promotional schemes, strategies, discounts etc. announced by the Franchisor
as a part of promotional plans without claiming any reimbursement from the
Franchisor. Any additional services so announced/circulated by the
Franchisor such as home delivery, delivery in transit, additional discounts,
coupons (including coupons from any mobile applications/websites) shall be
at the cost of the Outlet concerned.

5. Franchisor may but shall not be obliged to provide public relations coverage of
TTSF Outlet in print as well as electronic media to the Franchisee from time to
time.

6. Advertising campaign would be provided to the Outlet from out of para 4

above. .

7. The Outlet shall submit to all sales promotion and advertising activities,
including, but not limited to, newspapers, radio and television advertising,
specialty and novelty items.

ARTICLE XII

RENOVATION AND CAPACITY UPGRADATION

1. In addition to performing general maintenance of the Franchise TTSF Outlet,

Franchisor shall refurbish the TTSF Outlet identified premises, computed as
not exceeding Rs.300/- per sft of carpet area of the Outlet, to conform to the
design, trade dress, colour schemes and presentation of the Proprietary
Marks consistent with the Franchisor's the then and present public image etc.

2. However, any major changes and/or modifications over and above this
threshold shall have to be done, after 3 years from the date of this Agreement,
including, without limitation, extensive structural changes, remodelling, and
capacity up gradation, replacement of equipment, redecoration and
modifications to existing improvements.

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 ARTICLE XIII

SUPPLIES, INGREDIENTS, MENU ITEMS AND UNIFORMS

1. The Outlet shall serve, sell all and only such “Thick Shakes, Milk Shakes,
Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies and Waffles” that are
listed as standard menu items from time to time in the Operating Guidelines
provided by the Franchisor. Deviations from the standard menu in any manner
are a fundamental breach of contract, which enables Franchisor to
immediately terminate Agreement without any compensation to Franchisee.

3. The Outlet shall maintain all such products in sufficient supply at all times and
shall not deviate from the Franchisor's standards and specifications for
serving or selling such products without the Franchisor's prior written consent.
The Outlet shall discontinue serving, selling or offering for sale any of such
products as the Franchisor may, in its sole discretion, disapprove in writing at
any time.

4. The Franchisor shall necessarily source all equipment’s, cutlery and crockery
etc. from the designated sources of the Franchisor.

5. The Franchisor shall necessarily get the interiors, exterior, and designing in
accordance with the layouts designated by the Franchisor. In addition to it, the
advertisement material like signage or glow signs has to be strictly in
accordance with the specification of the Franchisor.

6. The Franchisor shall necessarily source the Point of Sale (POS) Software on
payment.
7. The Outlet has to maintain a stock for one Month for the operation of the
TTSF Outlet. The cost of raw materials/ingredients used by the Outlet shall be
deducted from the Net Sales Revenue received by the Franchisor, as
provided elsewhere in this Agreement.

8. All key products/ingredients including raw materials/ingredients as well as

finished and/or semi-finished products shall be procured from the Franchisor’s
authorized contractors or vendors only. It is clearly understood between the
parties that the Franchisor is at liberty to add/subtract/amend/alter list of
products and vendors at any point of time subject to giving 7 (seven) days
prior notice via email to the Franchisee.

9. The Outlet has the discretion to procure non-key products/ingredients from

local vendors or contractors of their choice and the relative list of such
products/ingredients would be shared by the Franchisor separately

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10. The Outlet shall mandatorily use, uniforms which conform strictly to the
current specification, design and style of the Franchisor, as set forth from time
to time in the Guidelines or otherwise in writing.

11. The minimum selling price of the items in the menu shall be fixed by the
Franchisor and the Outlet cannot sell or print any items in the menu card with
a price other than the price mentioned in the menu, which is fixed by the
Franchisor. Deviation from the prices fixed by the Franchisor without the prior
written consent of the Franchisor would amount to a fundamental breach of
contract.

ARTICLE XIV

FRANCHISEE’S OBLIGATIONS

The franchisee covenants and agrees in principle with the Franchisor to promptly
perform and observe the following covenants and conditions:

1. Franchisee’s Representative: For day-to-day management of the Franchise

business and for communication with the Franchisor, the Franchisee has
nominated the Proprietor/Partner/Director of the firm i.e. Mr. xxxxxxxxxxxxxx
as its Representative. The Franchisee’s Representative shall train himself
along with other staff for understanding the Franchisee business and its
complexities to be able to manage day-to-day business. Any change in
Franchisee’s Representative and/or the Partners/Directors shall be made after
prior permission by the Franchisor, provided that the Franchisee’s
Representative shall retain financial and management control of the
Proprietor/Partnership/LLP.

2. Outlet Location: To carry on the Franchise Business from the Demised

Premises as per Article II of this Agreement only and not to carry on the
business in any place other than from the location identified. Any operation
from non-identified location(s) without the prior written consent of the
Franchisor is a fundamental breach of contract, which enables the Franchisor
to immediately terminate the Agreement without any compensation to the
Franchisee.

3. Raw Materials/Products to be used: The Outlet shall not use any Raw
Materials/Products that are not approved by the Franchisor, as provided in
Para 2 of Article VIII. Use of items without approval of the Franchisor would
tantamount to termination of this Agreement.

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4. Any party order that the Outlet desires to undertake, shall be notified to the
Franchisor minimum 7 (seven) days prior to the date of such party. To carry
on the Franchise Business at the location of wedding or parties or any other
similar gatherings in any place other than the designated Demised premises,
as hitherto, the Franchisor is eligible for the Revenue Share @13% Net Sales,
inclusive of all, for such parties.

5. The Franchisee shall do and maintain the fit-outs of the TTSF Outlet as per
the specifications of the Franchisor.

6. The Franchisee shall be fully involved in opening launch promo.

7. Local promotion of the TTSF Outlet would be made from out of proceeds
received from para 4 of Chapter IV.

8. The Franchisee shall attend initial and on-going training individually along with
its key staff, as and when required by the Franchisor at the Facility provided
by the Franchisor.

9. A TTSF Outlet Manager shall be appointed, who will take care of the
customers’ order and strictly comply with the customer service standards as
set by the Franchisor.

10. The Outlet has to be covered under insurance and renewed periodically.

11. The Outlet shall ensure full compliance with the Franchisor’s business
standards.

12. The Franchisor shall incur the costs of designing, decor and maintenance of
the Outlet, from out of the monies sent by the Franchisee to the Franchisor for
setting up and operation of the designated Demised Premises.

13. The cost of consumables like water, electricity, telephone bills, minimum
wages salary of the employees etc. shall be deducted from the Net Sales
Revenue received by the Franchisor.

14. The Franchisee shall be open to any change in the way of working of the
TTSF Outlet in terms of timings, customer service, etc. The Franchisee shall
not object to any changes to the menu, recipe, quality, quantity, price and
presentation etc. in the products under this Franchisee business, except for
which the Franchisor may from time to time innovate, introduce and
update/amend. However, minor modifications in the recipe and/or combination
of flavours, presentations may be made by the Outlet only upon the request of
the customer.

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15. The Outlet shall not at any time sell/exhibit for sale any products other than
those available under the mark “THE THICK SHAKE FACTORY” of the
Franchisor except for those that the Franchisor may from time to innovate,
introduce or modify to the menu. Selling/exhibiting products other than those
under the mark “THE THICK SHAKE FACTORY” and not approved by the
Franchisor, amounts to fundamental breach of contract, which enable the
Franchisor to immediately terminate the Agreement without any compensation
to the Franchisee.

16. The Outlet shall not at any point of time, print any cups, glasses, take away
bags, boxes etc. for the purpose of sale of ‘“Thick Shakes, Milk Shakes,
Slushes, Fruity Delights/Juices, Bubble Tea, Smoothies and Waffles” (or
related products, if any) under the Franchisor’s mark “THE THICK SHAKE
FACTORY”. The Outlet shall be provided with all such imprinted materials
from the authorized contractors of the Franchisor only.

17. Operating Hours: The Outlet shall function every day, for the minimum
scheduled business hours except on mandatory holidays or on any
emergency situation, with prior permission from the Franchisor.

18. Franchisee shall bear costs of all the fittings, fixtures, equipments and
machines required at the TTSF Outlet. The same shall be procured from the
Franchisor or a vendor designated by the Franchisor only.

19. At all times the TTSF Outlet shall maintain highest degree of sanitation, repair
and good condition. Franchisee agrees to make any additions, alterations,
repairs and replacements that the Franchisor reasonably requires for that
purpose, including, without limitation, such periodic repainting, equipment
repairs and replacement of obsolete signs, furniture, fixtures, equipment, and
floor coverings (including carpet and tiles) as the Franchisor may reasonably
direct.

20. The TTSF Outlet shall maintain proper records of the TTSF Outlet's activities,
including without limitation, sales, marketing and training, in such form as may
be specified by the Franchisor from time to time and make such records
available to Franchisor for their inspection.

21. A Manager would be appointed at the TTSF outlet, who shall take care of the
customers’ order and in time delivery of the orders. The Outlet shall have to
necessarily provide the customers with the same quality and quantity as
specified by the Franchisor in the Operation Guidelines using excellent
hygiene levels.

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22. The Outlet shall be responsible for charging its customers for the eatables
supplied, and shall make payment to the Franchisor in accordance with terms
of this Agreement.

23. The Franchisee undertakes that it shall strictly maintain secrecy and
confidentiality and shall not disclose, divulge or reveal during the continuance
of this Agreement or any time thereafter Confidential Information or any part
thereof disclosed, communicated or given relating to the running of the TTSF
Outlet to any person, firm, body corporate or any authority and shall ensure
that the same is kept strictly secret and confidential; provided however, that
nothing contained in this clause shall prevent the Franchisee from disclosing
or imparting the same to the staffs members but, only so far as may be
necessary for the satisfactory and proper performance and discharge of their
duties and obligations.

24. Any consumables like empty glasses, plates, trays, dispensers, bottles,
cutlery, etc. shall not be sold, used or put to any use other than what they had
been dispatched for i.e. the sole use by Franchisee in running of TTSF Outlet.

25. The Outlet shall not offer the Products at a price more than that fixed by the
Franchisor. Franchisee understands that the Franchisor has right to change or
revise the prices or rates of the Products at its sole discretion and shall be
binding on the Franchisee and the Franchisee has also given unequivocal
consent for the same.

26. Franchisor shall set up adequate provisions of storing the Products in Store.

27. The Franchisee covenants with the Franchisor that all the promotional/
advertising schemes like loyalty card etc. that may be introduced by the
Franchisor will have to be duly honoured by the Outlet and the entire financial
burden by giving discounts, if any, will be borne by the Outlet and none other.

28. The Outlet shall always provide only electronic bills to the customers using the
Posist cloud based billing software as sourced from and/or suggested by the
Franchisor installed in each of the approved premises.

29. The Outlet shall ensure that the visual merchandise, signage and graphics,
etc. are kept in working order at all times during the operation timelines at the
Store.

30. The Outlet shall place upon all letterheads, stationery, bills, invoices and all
other documents and literature used in connection with the franchise
business, in such manner and place as the Franchisor may provide.

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 31. The Franchisor shall be solely responsible for all acts and omissions at the
present TTSF Outlet and shall be responsible for and against any and all
claims, demands, damages (including legal cost and cost of attorney) that
may arise in lieu of any act or omission at the TTSF Store. Insurance
coverage would be made under Employee/Workmen Compensation Act,
1923, The Payment of Gratuity Act, 1972 and other relevant employment laws
and keep the Franchisor additionally insured under the same.

32. A detailed record of all the staff/employees recruited in the Store(s)/Franchise

Store(s) shall be maintained by the Franchisor.

33. The Outlet shall ensure that Products shall not be sold to or any wholesale
market or agents or brokers through unauthorized vendors, unless specifically
instructed by the Franchisor in writing.

34. The Store shall display and notify the contact details of the Franchisor for
customers provide their feedbacks and advices.

ARTICLE XV

FRANCHISOR’S OBLIGATIONS

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

1. To permit (subject to the terms and conditions of this Agreement) the

Franchisee to carry on the business of setting up, operating and promoting
the Franchise Business under the name and style of “THE THICK SHAKE
FACTORY”.

2. To provide Franchisee with the cost list of the various Products to be sold in
the Store. The said cost list shall be updated by the Franchisor from time to
time.

3. To conduct the training of the Franchisee or his/her appointed prospective

employees at Hyderabad, at the facility provided by the Franchisor, for
enabling them to operate the Franchise Business as per the Franchisor’s
specifications.

4. To update the seasonal offer, discount schemes, gift vouchers under the
working of the Store.

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5. To provide all bill/receipts to the customers in the Outlet through electronic
bills only using the Posist cloud based billing software as sourced from and/or
installed in each of the approved premises. Such bills/receipts to the
customers shall be made from the books of accounts of the Franchisor. The
Franchisor undertakes to transfer to the Franchisee the net amount received
by the Franchisor accrued by sale of goods in the Outlet during the calendar
month excluding the royalty payable to the Franchisor as per Article 8 of this
Agreement, by the tenth day of each subsequent calendar month.

6. The Franchisor shall provide the Outlet with the brochures, pamphlets and
flex banners for the advertisement purposes. The cost for the same shall be
borne by the Outlet.

7. To provide at cost to the Outlet, the design of the ordering forms, bills format
and stationery at cost including reasonable handling charges.

8. The Franchisor may assist in monitoring and managing the franchise business
to make sure that the best business practices get implemented at the
Franchisee end to run it on profit.

9. The Franchisor may also provide regular advice on inventory control and
other administrative issues, as the Franchisor may deem fit.

10. To supervise and assist in developing the TTSF Outlet and completing the
interiors, exterior, and designing in accordance with the layouts and
recommendations from the Franchisor. In addition to it the advertisement
material like signage or glow signs has to be strictly in accordance with the
specification of the Franchisor.

ARTICLE XVI

TERM, TERMINATION AND RENEWAL

1. The effective date of this Franchisee Agreement is the date of the LOI (Letter
of Intent) i.e. xx.xx.xxxx and the initial term of this Agreement shall be for a
period of 06 (Six) years from the date of its execution, provided that the
Franchisee and/or the Franchisor may terminate this Franchisee Agreement,
by giving clear 180 (One Hundred and Eight) Days written notice, provided
further that the Franchisor is at liberty to cancel this Franchisee Agreement, if
the Franchisee violates any of the covenants of this Agreement. Further a
renewal of 4 (Four) years will be extended based on mutual consent.

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2. It is expressly agreed to between the Parties that after 2 (Two) years from the
commencement of the Outlet concerned, the Franchisor may change the
business model of any Outlet (s) from FICO to COCO (Company Owned
Company Operated), provided that the Franchisor shall compensate the
Franchisee to the extent of the valuation of the Fixed Assets available thereat,
computed as lower of the depreciated value or as assessed by an
independent valuer appointed by the Franchisor for the purpose.

3. Notwithstanding anything to the contrary herein contained, the Franchise

Agreement shall stand terminated upon the occurrence of any of the following
events:
i. On the expiry of the term; and
ii. On serving thirty (30) days prior notice by the Franchisor; or
iii. On the occurrence of any of the following events which shall be
treated as fundamental breach of this agreement terminating it
forthwith; or
iv. In the event of a breach by the Franchisee of any provisions of this
Agreement and subsequent failure to remedy the breach within thirty
(30) days of having been notified by the Franchisor
v. Failure to make any payments within thirty (30) days under this
agreement; or
vi. Prosecution of the partner(s), director(s) or key officials of the
Franchisee for any criminal offence; or
vii. Any activity carried out by the Franchisee which in the opinion of the
Franchisor would affect the reputation or goodwill of the Franchisor
or its business; or
viii. Any material change in Franchisee’s Representative and/or the
Principal Partners and their financial and management control of the
Partnership shall be intimated well in advance to the Franchisor,
Provided that the Franchisee’s Representative shall retain financial
and management control of the Partnership and provided further that
any further changes in the Partnership Deed may be made by the
Franchisee after prior intimation to the Franchisor. Any deviation
from the operation manual; or
ix. If this TTSF outlet is closed for more than 3 days in a row without
prior notice,; or
x. If premises of TTSF outlet is leased or sub leased to any third party.
xi. Any unauthorized use or infringement of the Intellectual Property
Rights of the Franchisor or its affiliates or any business partners; or

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 xii. If the Franchisee involves in any direct relation/ association with a
competing business during the term of this agreement, within the
precincts of the Mall where the Franchisee Outlet is located,
provided that the Franchisee may run other type of business in the
said Mall. Competing Business includes business that sells any
products similar to TTSF such as Thick Shakes, Milk Shakes,
Slushes, Bubble Tea, Smoothies; or
xiii. In the event of the Franchisee going into liquidation, whether
voluntary or compulsory (except for the purpose of amalgamation or
reconstruction);
xiv. The occurrence of any event of Force Majeure; or
xv. The occurrence of any judgment, made against the Franchisee or
any similar occurrence in any jurisdiction that affects the Franchisee
in any manner mentioned above; or
xvi. If the Franchisee or their agents make direct supply of the Product to
wholesale market or agents or brokers through unauthorized
vendors, without the prior written consent of the Franchisor; or
xvii. If the Franchisee goes into either compulsory or voluntary liquidation
(except for the purpose of reconstruction or amalgamation) or if a
receiver is appointed in respect of the whole or any part of its assets
or if the Franchisee makes assignment for the benefit of its creditors
generally or threatens to do any of these things or any judgment is
made against the Franchisee or any similar occurrence in any
jurisdiction that affects the Franchisee in any manner mentioned
above; or

4. If the Franchisee becomes bankrupt, insolvent, ceases transaction of

business, commits any act of bankruptcy, re-organization, composition, or
arrangement, or dissolves its business, Right of Renewal at the end of the
initial term, this Agreement may be renewed (upon further payment of
Franchisee fees) for a further period on such terms and conditions as may be
mutually agreed between the parties to this Agreement.

5. In case of Hard-Exit by the Franchisee on account of the reasons mentioned

above or otherwise, it is expressly agreed to between the parties that all
reasonable efforts shall be made by the Franchisor to retain the designated
Outlet concerned, by relocating the same and/or by selling the said
designated Outlet to some other Franchisee acceptable to the Franchisor, at
the cost and expenses of the Franchisee. However, in case of failure of the
same, it shall be incumbent upon the Franchisee to absorb the losses arising
out of closure of the said designated Outlet.

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 6. The Franchisee shall give a written notice of his intention to renew the
Agreement at least 3 (Three) Months prior to the expiry of the initial term of
this Agreement.

7. The renewal shall only be effective provided that:

i. Franchisee is not in material default of any terms and conditions of this

Agreement and any amendment thereof and has substantially complied
with all the terms and conditions of this agreements during its Term; and
ii. Franchisee has satisfied all monetary obligations owed by Franchisee to
Franchisor or its authorized vendors and shall have met those obligations
in a timely manner throughout the Term of this Agreement; and
iii. Franchisee agrees to pay the renewal fee, if any, as prescribed by the
Franchisor; and
iv. Franchisee executes a new agreement in form and substance as
Franchisor may require prior to the end of Term.

ARTICLE XVII

OBLIGATIONS UPON TERMINATION OR EXPIRATION

Upon termination of this Agreement for any of the reasons mentioned above the
Franchisee shall:

1. Immediately cease to operate and conduct the franchise business and provide
Products at the Store of 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. The Franchisee shall furnish complete financial and non-financial details in
such form and format as may be required by the Franchisee within seven (7)
days of the termination of this Agreement.
3. The Franchisee shall have the obligation to tender payment of all outstanding
consideration due and payable in accordance hereunder.
4. The Franchisee shall execute such documents of severance and cessation as
may be desired by Franchisor.
5. Franchisee has to cancel all the Registrations, documents, any similar
records, social media accounts, internet connections, telephone numbers and
all such related to the franchisor’s brand name must be cancelled. All the cost
of cancellation has to be borne by the Franchisee.
6. The Franchisee shall at first offer for sale to the Franchisor the fittings and
Fixtures, equipment, machinery etc. owned and used by the Franchisee in the
Franchise business.

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7. The Franchisor shall conduct inspection to evaluate the condition of the Store
and accordingly shall be entitled to buy back the fitting and fixtures. However,
in case the Franchisor refuses to buy back the same, the Franchisee shall
dispose of the same to any third party within thirty (30) days of such refusal by
the Franchisor.
8. Cease to exploit Brand name owned by the Franchisor or any company
related to it and licensed to the Franchisee in respect of the franchise
business and desist from using any mark confusingly or deceptively similar to
trade mark, Service mark or logo and style of the Franchisor in any manner.
9. 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.
10. Deliver to Franchisor all documents including without limitation Operational
Manual, catalogues, instructions, notes, publicity promotional and advertising
material, samples, letterheads, business cards relating to business.
11. The Franchisor shall be entitled to immediately obtain an order of injunction in
case the Franchisee or their partners/directors despite termination continue to
directly or indirectly uses or display the name, trademark, trade name, logo,
goodwill or its past association with the Franchisee in any way or manner. The
Franchisee understands that no amount of money can compensate the
Franchisor in this regard and the usage of the same shall cause irreparable
loss and injury to the Franchisor, for which the Franchisor or their agents are
free to initiate appropriate legal and other remedial measures.

ARTICLE XVIII

ASSIGNMENT OF RIGHTS BY THE FRANCHISEE

1. 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 levy appropriate penalty, as
may be deemed fit by the Franchisor.

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 ARTICLE XIX

ASSIGNMENT BY FRANCHISOR

1. Franchisor may assign its rights and obligations under this Agreement to an
Affiliate at any time, but subject to the Franchisor’s absolute right to assign;
this Agreement shall not be assigned by the Franchisee without the prior
written consent of the Franchisor; provided, however, Franchisor may assign
this Agreement to a third-party without the written consent of the Franchisee.
In case of assignment by the Franchisor, the Franchisor shall ensure
continuation of supply, service and support to the franchise business.

ARTICLE XX

CONFIDENTIALITY AND NON- DISCLOSURE

1. Franchisee undertakes and agrees to regard and preserve as confidential, all

Confidential Information of the Franchisor, which may be obtained by the
Franchisee from any source as a result of this Agreement. In maintaining
confidentiality hereunder, the 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 Franchisee acknowledges the exclusive right of Franchisor to the

proprietary right of its information and agrees 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 Franchisee agrees 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 etc.

4. The Franchisee further agrees to cause all its employees, agents,

representatives, or any other party to whom Franchisee may provide access
to or disclose Confidential Information to implement appropriate measures
designed to meet the objectives set forth in this Article; and the Franchisee
shall provide the Franchisor copies of audits and test result information
sufficient to assure the Franchisor that the security measures implemented
are consistent with this Article.

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

ARTICLE XXI

ACCOUNTING AND RECORDS

1. To enable the Franchisee and Franchisor to best ascertain their costs and
maintain an economical method of operation, it has been decided to keep and
preserve, during the term of the franchise granted hereunder, full, complete,
and accurate books and accounts in an accounting form and manner as
prescribed in the Operating Guidelines.

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2. The Franchisor also reserves its right to get mystery/surprise audit done of the
entire franchise Outlet. Mystery/surprise audit score rating will be taken into
consideration for renewal/termination/discontinuance. During the mystery/
surprise audit in case the Franchisor finds any discrepancies and/or violations
and/or under performance and/or non-performance of any clause of this
Agreement or during the mystery/surprise audit in case the Franchisor finds
that the Franchisee is under performing economically or for whatever reasons
the Franchisor shall at its sole discretion send a letter of under-
performance/non-performance to the Franchisee within 30 days from the
audit. The under-performance/non-performance notice shall be given to the
Franchisee by the Franchisor. In addition to this business performance,
receptive to instructions/ suggestions from Franchisor, compliance to statutory
obligations, payment history and food safety/ hygiene issues can be other
parameters for not renewing further/ termination of a franchise. The
Franchisor is at a liberty to terminate the present Agreement and be
discharged of all his obligations in case the Franchisee receives three or more
under performance/non-performance notices from the Franchisor.

3. The periodic reports along with total consumption report, ingredients report,
flavour wise sales report and total monthly purchase report, other forms and
records shall be maintained, as specified and in the manner and at the time
as specified in the Operations Guidelines.

4. Franchisor or its duly authorized agents or representatives shall have the right
to conduct audits with respect to the books, records, and all other documents
and material in the possession or custody, or under the control of the
Franchisee. All inspected information shall be kept in strict confidence. Audits
may be conducted anytime time by giving 1 months’ notice. If any inspection
discloses that the amount paid to the Franchisor is incorrect vis-a-vis the
amounts due to the Franchisee, then any such amount due to the Franchisor
must be paid within Ten (10) Days from date of demand made by Franchisor.

5. All such accounts and records shall be maintained for not less than three (3)
years notwithstanding the expiry or termination of this Agreement.

6. It is expressly agreed to by the Parties that entire Sale Revenue proceeds of

the designated Outlets shall be credited into the Books of the Franchisor and
the settlement of the proceeds payable to the Franchisee shall be made by
the Franchisor once in a month, as per the procedure mentioned elsewhere.

7. In case of a loss to the designated Outlets, the Franchisor shall raise an

invoice for the said amount. With a view to facilitate uninterrupted functioning
of the designated Outlets, the Franchisee has to make good the amount,
within 15 (Fifteen) days from the receipt of the Invoice.

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 ARTICLE XXII

MODIFICATION OF THE SYSTEM

1. The 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 mark “THE THICK SHAKE FACTORY”, including
the adoption and use of new or modified trade names, trademarks, service
marks or copyrighted material, that the 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.

2. The Franchisee recognizes and agrees that from time to time hereafter the
Franchisor may change or modify the billing system and its computational
methodology from the existing Posist cloud based mapping to any system that
is deemed fit by the Franchisor to then existing business models.

ARTICLE XXIII

INSPECTION

1. The Franchisee shall permit officers, servants, agents and duly authorized
person(s) of the Franchisor during normal hours of business to inspect and
observe the Franchise Business, and all parts of the Location; the stocks of
the products held by the Franchisee.

2. The Franchisor, its servants, agents and its duly authorized person(s) shall
have the right to inspect the TTSF Outlet, the books of account, records,
finance and accounting systems at the TTSF Outlet.

3. Franchisee shall not use or sell any other product/stock not supplied by the
Franchisor. The Franchisor shall have the right to do surprise inspection as
well as to inspect stock items any time during working hours of TTSF Outlet.

4. That the Franchisor reserves the right to do stock audits in the TTSF Outlet as
and when deemed appropriate by the Franchisor. The Franchisor will similarly
have the rights to check the operational aspects and to see whether the TTSF
Outlet is being run according to this Agreement or not.

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 ARTICLE XXIV

INDEPENDENT CONTRACTORS

1. In performing this Agreement, the Parties specifically agree that their

relationship is and always will be solely that of independent contractors.
Neither Party shall have right to and shall not attempt to enter into contracts or
commitments in the name of or on behalf of the other in any respect
whatsoever.

ARTICLE XXV

NON-COMPETE CLAUSE

1. It is agreed that during the subsistence of this Agreement, Franchisee shall

not conduct/enter into any similar Business directly by himself or with any third
party for during currency of this Agreement.

2. Apart from having the right to claim surplus from the Net Sales Revenue, as
mentioned elsewhere, the Franchisor also reserves rights to claim appropriate
damages and/or compensation along with applicable civil and/or criminal
measures provided under the law for such infringing activities of the
Franchisee or any person on their behalf. This covenant shall be valid and
binding upon the Franchisee irrespective of the nature or ground of
termination or closure.

ARTICLE XXVI

NON-SOLICITATION CLAUSE

1. The Franchisee shall not during the term of this Agreement and even after
expiry/termination of the Agreement, on its own, or directly/ indirectly through
any other persons on his behalf solicit the business and/or employees of the
Franchisor in any manner.

ARTICLE XXVII

INDEMNITY BY THE FRANCHISEE

1. 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:

Page 37 of 47
 i. Infringement of any third party’s intellectual property rights by
Franchisee.
ii. Taxes/charges/cess/levies (interest or penalties assessed thereon)
against Franchisor that are obligations of Franchisee under the
applicable laws or any other laws;
iii. any breach of any warranties, obligations, covenants or agreement
of 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
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
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
Franchisee or its employee or its agent.

2. Franchisee, its partners/directors hereby unequivocally undertake to jointly

and severally indemnify, defend and agree to hold Franchisor including each
and all promoters, directors, Store Managers, 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 Franchisee failing to comply with
the terms and conditions as mentioned in this Agreement.

3. The Franchisee undertakes to indemnify and hold Franchisor including each

and all promoters, directors and the employees harmless against any action,
loss, damage, suits, claims, complaints, penalty arising out of or in relation
with the loss or damage caused due to any misconduct, lapse, fault,
negligence, fraud, misappropriation, etc. committed by the Franchisee or their
employees, associates, partners, directors, representatives, etc. of the
Franchisee, whether jointly or severally.

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 ARTICLE XXVIII

DAMAGES

1. If any of the covenants of this Agreement has been breached and/or result in
termination of this Franchise Agreement, the Franchisee unequivocally agrees
to pay a penalty amounting to Rs. 1,50,00,000/- (Rupees One Crore Fifty
Lakhs Only), as liquidated damages to compensate the Franchisor for the
various losses and damages suffered including the loss of reputation and
business opportunity to the Franchisor. This covenant shall be valid and
binding upon the Franchisee irrespective of the nature or ground of
termination or closure. This is without prejudice to any other remedy available
to the Franchisor.

2. Most specifically the Franchisee acknowledges that:

a. the Franchisor has spent considerable time, investment and efforts in:
i. Locating an appropriate Franchisee at an appropriate location;
ii. Entering into discussions and negotiating with the Franchisee;
iii. Training the Franchisee’s personnel;
iv. Helping the Franchisee build up considerable goodwill in its
Restaurant so as to increase business.
b. The premature termination of this Franchise Agreement would result in
huge losses to the Franchisor who would then have to:
i. Locate another appropriate Franchisee;
ii. Invest in the Franchisee Restaurant by training personnel etc.;
iii. Build-up goodwill in the new Restaurant so that the business of
the new Franchisee matches up to that of the earlier Franchisee.

ARTICLE XXIX

ENTIRE AGREEMENT

1. 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.

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 ARTICLE XXX

WAIVER

1. 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 thereto and
for the purpose for which the waiver is given.

ARTICLE XXXI

FORCE MAJEURE

1. The Franchisor shall not be liable to the Franchisee for any loss to the
Franchisee caused by the failure of the Franchisor to observe the terms and
conditions of this Agreement, where such failure is occasioned by any cause
beyond the Franchisor's reasonable control including the failure of the
Franchisor to supply or delay in supplying any goods to be supplied by the
Franchisor to the Franchisee whether on account of inter alia war,
insurrection, fire, flood, earthquake, strikes, lock-outs, or any unforeseen
events beyond the control of the Franchisor or the unavailability of raw
materials or similar cause.

ARTICLE XXXII

SEVERABILITY

1. 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.

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 ARTICLE XXXIII

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. For this purpose, both the Franchisor and the Franchisee shall advise the
other party, as to the current postal address of either party, for effecting
delivery of such notice, request or other communication, failing which, the
notice, request or other communication sent to last known address given
below is deemed to have been property delivered to the other party.

3. Any notice or other communication as above shall be deemed given and

received on the date of delivery or on the 5 th business day following the day of
mailing of the same by 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:

MR. M. YESHWANTH NAG

THE THICK SHAKE FACTORY PRIVATE LIMITED
PLOT NO. 76, GROUND FLOOR,
BSP COLONY, MOTI NAGAR,
HYDERABAD, 500018,

If to FRANCHISEE:

MR xxxxxxxxxxxxxxxxxxxx
M/S xxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx,
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx,
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

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 ARTICLE XXXIV

APPLICABLE LAWS 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 part, the complaining
party may issue a notice of reference, invoking settlement of such dispute
through arbitration.

3. Arbitration: All disputes and differences arising between the Parties hereto as
also between the Franchisor and the Franchisee, including any dispute or
difference in regard to the interpretation of any provision or term or the
meaning thereof, or in regard to any claim of one Party against the other or in
regard to the rights and obligations of any Party or Parties under this contract
or otherwise, save and except the penalties as mentioned above, shall be
adjudged by the Arbitrators. Each party will be entitled to nominate one
Arbitrator each. The two Arbitrators will choose a third arbitrator for the
Arbitration Proceedings. The Arbitration shall be governed by the provisions
of the Arbitration and Conciliation Act, 1996 absolutely and fully; provided that
for any of the purposes under the said Act, jurisdiction of the Courts at
Hyderabad shall be exclusive. The award of such sole Arbitrator appointed by
the Franchisor will be final and binding on the Parties. The place and seat of
such Arbitration proceedings shall exclusively be at Hyderabad and language
of such proceedings shall be English only.

ARTICLE XXXV

ACKNOWEDGEMENT BY FRANCHISEE

1. The Franchisee specifically acknowledges that:

i. The 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.

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 ii. The 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
Franchisee as an independent business. The Franchisor disclaims making
of any claims for success of the business venture and the Franchisee
acknowledges that the 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.

iii. The Franchisee has received a copy this Agreement seven (7) days prior
to the signing of this Agreement.

iv. The Franchisee has read and clearly understood this Agreement and had
ample opportunity to consult with an attorney and other business advisors
of the Franchisee’s own choosing about the potential benefits and risks of
entering into this Agreement.

ARTICLE XXXVI

JURISDICTION

1. All disputes between the Parties shall be subject to jurisdiction of the Courts
of Judicature at Hyderabad only and exclusively.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED

THIER RESPECTIVE SIGNATURES AND SEALS ON THE DAY, MONTH AND
YEAR FIRST WRITTEN ABOVE

for the Franchisor for the Franchisee

THETHICK SHAKE FACTORY PVT LTD xxxxxxxxxxxxxxxx

(Authorized Signatory) (Authorized Signatory)

1. Witness:

2. Witness:

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ANNEXURE- A

COPY OF PARTNERSHIP DEED, IF APPLICABLE

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ANNEXURE- B

COPY OF REGISTRATION OF PARTNERSHIP DEED/LLP

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ANNEXURE- C

COPY OF PAN CARD AND AADHAAR OF PROPRIETOR/PARTNERS/

DIRECTORS AND COPY OF PAN OF PARTNERSHIP/LLP

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ANNEXURE- D

COPIES OF LEASE AGREEMENTS

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