MANAGEMENT CONTRACT AGREEMENT

This RESTAURANT MANAGEMENT AND OPERATIONS CONTRACT AGREEMENT (the

“Agreement”) is made on the day ______ of _________2022 (“Effective Date”) at City Name.

BY AND BETWEEN:

MRS. XYZ, Age: 39, Occupation: Business, PAN Card No. a xxxxxxxxxx AADHAAR NO. xxxxxxxxxxxx,
residing at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, (Hereinafter referred to, as the
"OPERATOR" which expression shall unless repugnant to the context or meaning thereof mean
and include his/her heirs, affiliates, successors, executors and permitted assigns) PARTY OF THE
FIRST PART;
AND

1. MR.___________________, (Manager No 1), Age: ___, Occupation: Business,

PAN Card No. ________________
AADHAAR NO. ________________,

2. MR.___________________, (Manager No 2), Age: ___, Occupation: Business,

PAN Card No. ________________
AADHAAR NO. ________________,

Both Citizens of India, residing at _________ (Hereinafter collectively referred to, as the
"MANAGER" which expression shall unless repugnant to the context or meaning thereof
mean and include his/her heirs, affiliates, successors, executors and permitted assigns),
PARTY OF THE SECOND PART

Operator and Manager are hereinafter collectively referred to as the “Parties” and individually as
the “Party”.

WHEREAS, the Operator is operating a restaurant by the name “XXXXXXXXXXX” at SHOP NO

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, comprising Ground floor as
marked on the plan in Annexure A, and as more particularly described in the Schedule I hereto
and hereinafter referred to as the "RESTAURANT" premises, pursuant to the terms of a “Leave
and License Agreement”, registered at Haveli xx Joint Sub Registrar, City Name, Registration no
XXXXXXXXXXXXXXX, by and between MR. XXXXXXXXXXXXX & MR. XXXXXXXXXXXXXXXXXXXXXX,
therein the “LICENSORS” and MRS. XYZ therein the “LICENSEE” & herein the “OPERATOR”, first
effective as of April x, 2022.

WHEREAS, the Operator is the “Licensee” in the Leave and License Agreement executed with
MR. XXXXXXXXXXXXX & MR. XXXXXXXXXXXXXXXXXXXXXX (“LICENSORS”).

WHEREAS, the Manager, ___________________________________ have historically operated

Various Food outlets in and around ABC District, State of XXXXXXX, India; and

Page 1|19
WHEREAS, the Operator and the Manager desire to more fully detail the terms of the
arrangement whereby the Manager will operate the Restaurant for the Operator on the terms
and conditions which are set forth herein;

And

WHEREAS, This Agreement supersedes the terms of any prior agreement between Manager or
its Predecessors and the Operator or its Predecessors with regard to the operation of the
Restaurant;

WHEREAS, The Manager is engaged, (but not limited to) in the business of food manufacturing,
processing, storing, selling, trading, managing food courts and restaurant’s (“Permitted Business”)
and therefore was on the lookout for premises in ABC, suitable to its business. On getting to know
about the said Restaurant, the Manager approached the Operator to carry out operations of the
Restaurant together with right to access all common areas and facilities associated therewith
including facilities such as staircases, entrance and exit, part of stilt parking, terrace, lights,
sewage, utility connections, electrical panels and meters, water tanks, pumps, outdoor and
indoor signs, storage rooms, kitchen, pantry, housekeeping room (Support Systems) and similar
facilities attached thereto as more particularly described in the Schedule II and Furniture, Fixture
and Equipment (FFE) described in the Schedule III hereto and hereinafter together (Schedule I +
Schedule II), referred to as “FACILITIES”, for its business.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises
which are set forth herein, the parties hereby agree as follows:

RESTAURANT and FACILITIES referred above are together hereinafter referred as (“BUSINESS
PREMISES”).

A. Operator represents that it is competent to Grant Operations Management of Business

Premises and enter into and execute this Agreement in respect thereof in full or in part
to any individual or entity, without having to enter in a Partnership.

B. Operator has agreed to grant to Manager, Management Contract for Operations in the
Business Premises so that the Manager can conduct its Permitted business, on the
terms and conditions of this Agreement.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:

1. DEFINITIONS

1.1. In this Agreement, unless repugnant to the context, certain terms shall have the
meaning ascribed to them at the respective clause hereto.

1.2. Principal – The owner of respective company, or the principal itselves unless expressed
otherwise.

1.3. For the purposes of this Agreement

a) “Approvals” shall mean any permission, permit, license, clearance, sanction,

consent, grant, certificate, authorization as applicable as required under all and any
local municipal regulations from any Competent Authority;

b) “Competent Authority” shall mean and include any Central or State or Municipal,
judicial, quasi-judicial, government or semi-government authority, body,
department, police, agency or instrumentality (whether statutory or otherwise)

Page 2|19
 having authority or jurisdiction over the Business Premises or conduct of Permitted
Business

2. RETENTION OF MANAGER

2.1 Relationship of the Parties. Manager has been retained by the Operator as an

independent contractor to operate, maintain and manage the Restaurant on behalf of
the Operator (the “Services”). Neither Manager nor any of its employees,
subcontractors or agents shall be deemed to have any other status, except that
Manager is the agent of the Operator to the limited extent that this Agreement
expressly grants Manager the authority to act on behalf of Licensee.

2.2 Representatives. Operator and the Manager shall each designate a representative
("Designated Representative") to act on its behalf in overseeing the performance of this
Agreement. The Operator and Manager may change their respective Designated
Representatives upon written notice to the other party given as provided in this
Agreement. Designated Representatives shall be the primary means for communication
and all other interactions between Operator and Manager that are required under this
Agreement. Designated Representatives shall have the power and authority to bind
their respective principals under the terms of this Agreement, with any required
internal corporate approvals with respect to such authority being the responsibility of
each representative to obtain from his or her principal.

3. GRANT OF OPERATIONS MANAGEMENT CONTRACT

3.1 On and from the Effective Date, in consideration of Contract Fees hereby reserved and
of the covenants herein contained on the part of Manager to be paid, observed and
performed, Operator does hereby grant Manager exclusively to Operate the Restaurant.

3.2 Operator shall ensure to handover the operations on date of registration of this
agreement.

3.3 During the Contract Period, Manager shall be entitled to have limited access to the
Business Premises, to USE and OCCUPY the Business Premises during the tenure of this
agreement, by a) Manager b) its authorized employees and to have limited access to
the Business Premises during the tenure of this agreement, by the Manager’s c)
Vendors and d) Customers in the course of conducting its Permitted Business so as to
enjoy the Business Premises.

3.4 On or before Handover Date, Parties shall register this Agreement with the relevant
Sub-Registrar of Land and Assurances. The registration and stamp duty costs will be
borne by the Manager.

4. APPROVALS FROM COMPETENT AUTHORITY

4.1 Manager shall obtain approvals that are specific to conducting Permitted Business at its
own cost and expenses. Operator shall extend necessary co-operation in obtaining such
approvals in his capacity as the Operator.

4.2 Operator shall, if required extend necessary co-operation to the Manager to obtain fire
safety approvals or any other additional approvals as may be prescribed by the state or
central government, from time to time to conduct its business.

4.3 Manager represents that at all times during the License Period, it shall be Manager’s
sole responsibility to ensure that all approvals are valid and subsisting for conducting its
Permitted Business.

4.4 Operator represents that at all times during the Contract Period, it shall be Operator’s
sole responsibility to ensure from the Licensor, that all approvals are valid and
subsisting to the Business Premises.

Page 3|19
 4.5 Any costs incurred to obtain any Licenses or Approvals related to the Permitted Business
shall be the responsibility of the Manager.

5. OPERATION OF RESTAURANT

5.1 Hours of Operation: Manager agrees to open the Restaurant for business seven days a
week at hours as Operator and Manager may mutually agree.

5.2 Personnel Standards: Manager shall employ as reasonably necessary all Staff and
professional, supervisory and Operational personnel as are required to perform the
Services. Such personnel shall be qualified to perform the duties to which they are
assigned. All individuals employed by Manager to perform the Services shall be
employees of Manager, and their working hours, rates of compensation and all other
matters relating to their employment shall be determined solely by Manager. With
respect to labor matters, hiring personnel, and employment policies, Manager shall
comply with all applicable laws. Manager also shall act in a reasonable manner that is
consistent with the intent and purpose of this Agreement.

5.3 Laws: Manager shall comply with all laws applicable to the operation, maintenance and
management of the Restaurant and the performance of the Services. Manager also shall
file such reports, notices, and other communications as may be required by any
governmental agency regarding the Restaurant.

5.4 No Liens or Encumbrances: Manager shall maintain the Restaurant free and clear of all
liens and encumbrances resulting from any action of Manager or work done by the
Manager

6. PREMISES HANDOVER

6.1 Operator shall facilitate visits to the Business Premises by Manager (and its authorized
representatives etc.) for inspection from time to time before Premises Handover.

6.2 Operator commits that, on or before 1st March 2023 it shall handover the Operations of
the restaurant to the Manager. (“Handover Date”).

6.3 In case Operator is not able to give Restaurant Handover on or before Handover Date
for any reasons whatsoever, Manager shall have the sole and absolute discretion to
terminate this Agreement and demand a full refund of the any advance payments and
Security Deposit paid until such date.

6.4 In case Manager is not able to take Premises handover on or before Handover date,
operator shall have the sole and absolute discretion to terminate this Agreement and to
forfeit any advance payments and or Security Deposit paid by the Manager to the
Operator.

6.5 Time shall be of essence for the performance of its obligations under this clause.

7. MAINTENANCE

The following shall be included in the Operators scope of Maintenance for the License
Period:

a) Civil repairs and renovation due to structural issues, not due to fault of the Manager 
b) Major seepages due to structural issues and leakage in old pipes.
 

The following Items shall be included in the Managers scope of Maintenance for the
License Period:

c) In Shop and Business Premises common area lights, switches and fan repairs.
d) In Shop and Business Premises common area water tap repairs.

Page 4|19
e) Replacement of the broken sanitary fixture and water motor pumps due to
maintenance issues.
f) Leakage in pipes and issues in water supply and sewerage line for restaurant purpose.
g) Existing electrical safety items like ELCB, RCCB, electrical distribution system and major
wiring within the Business Premises.
h) Furniture Repair and Maintenance.
i) Kitchen Equipment, Appliances and machinery Repair and Maintenance Provided by
Operator in working condition.

Page 5|19
8. COMMENCEMENT OF OPERATIONS

Manager shall commence operations, i.e., initiate conduct of its Permitted Business on
and from [1st March 2023] (“Commencement Date”). Manager’s liability to pay Contract
Fees shall trigger from the Commencement Date.

9. TERM

The term period shall be for a period of 4 years and 4 months commencing from the
Effective Date, subject to the earlier termination thereof in accordance with the terms
of this Agreement (“Contract Period”)

10. LOCK-IN PERIOD

10.1 Manager Lock-in Period: On and from the Effective Date and until the period of 15
(Fifteen) months from Commencement Date shall be a lock-in period (the “Manager
Lock-in Period”) for Manager wherein Manager shall not be entitled to terminate this
Agreement except upon breach of this Agreement by Operator.

10.2 Operator Lock-in Period: On and from the Effective Date and until the period of 36
(Thirty Six ) months from Commencement Date shall be a lock-in period (the “Operator
Lock-in Period”) wherein Operator shall not be entitled to terminate this Agreement
except upon breach of this Agreement by Manager.

10.3 Save and except as expressly provided for in this Agreement, Manager shall not be
entitled to terminate this Agreement until the expiry of Manager Lock-in Period. In the
event Manager terminates this Agreement before the expiry of Manager Lock-in Period,
then Manager shall be liable to pay to Operator an amount equivalent to the “Contract
Fees” for the entire unexpired period of Manager Lock-in-Period.

11. MANAGER FEES, CONTRACT FEES (OPERATOR FEES), FEE ESCALATION, SECURITY DEPOSIT
AND OTHER CHARGES

11.1 Manager Fees: So long as this Agreement is in full force and effect, and Manager is not
in default hereunder, Manager shall be entitled to irrevocably keep and utilize all of the
revenues of the Restaurant as “Manager Fee” for efficiently running the Permitted
business on behalf of the Operator.

11.2 Contract Fees (Operator fees): With effect from the Handover Date and so long as this
Agreement is in full force and effect, Manager shall pay to Operator Rs. 1,50,000/- per
month [Rupees One Lakh Fifty Thousand Only] as “Contract Fee” in return, for allowing
the Manager to run the business on Operator’s behalf and enjoy and use the revenues
of the Restaurant as stated in point no 12.1 above. It is clarified that no Contract Fees,
electricity and water charges shall accrue or be payable for the period prior to
Commencement Date.

11.3 Fee Escalation: Contract Fees shall be escalated after the expiry of every [1 (one)] year
from Commencement Date at the rate of [10] % on the last paid Contract Fees.

11.4 MANAGER SHALL PAY CONTRACT FEE AS UNDER

YEAR Month PERIOD CONTRACT FEE PERIOD

NO. (Per Month) TOTAL FEES

Page 6|19
 2

Grand Total Fees payable over 4 Years, and 4 months xxxxx/-

A. PAYMENT METHOD: Manager shall pay Contract Fees by handing over postdated
cheques (PDC’s) for a block of every 12 months, issuing 12 cheques for each block, one
month before the expiry of every 12 months. The first 12 PDC’s shall be handed over to
the operator, immediately on signing of the Contract agreement.

B. The Operator shall intimate to the Manager, any changes in the Payment Method
during the course of the Contract Agreement, in writing over email or hard copy, to
which the Manager shall immediately comply with.

11.5 Security Deposit. To secure observance of this Agreement by Manager, Manager shall
deposit and keep deposited with Operator, an amount of Rs. XXXXXXXX/- (Rupees
XXXXXXXXXX) only towards interest free refundable security deposit (“Security
Deposit”), which has been paid/ is being paid, in the following manner:

a) Operators acknowledges that on [___________], it received an advance payment of

Rs.___,000/- [_____________Only] via Cheque No “____________” drawn on
__________BANK LTD, _________ Branch, ABC 411001 from the Manager which shall
be adjusted towards Security Deposit which has been duly realized by the Operator.

b) On the Date of this agreement, Manager shall furnish an amount equivalent to balance
of the Security Deposit;

c) Upon receipt of Security Deposit, Operators shall issue a confirmation certificate in the
format as prescribed at SCHEDULE IV hereto

11.6 Utility Payments: Manager will directly discharge all monthly electricity, gas and water
charges at actuals as per electricity, gas and water bill raised by the respective
authorities commencing from Business Premises Handover subject to the previous
pending dues paid by Operator till Handover date.

11.7 Save and except, payment of Contract Fees, Security Deposit and Utility Payments,
Manager shall have no further liability whatsoever to make any other payments
towards costs, expenses, charges or any other levy incurred by Operator in connection
with the Business Premises, except otherwise damages done to any FFE provided by the
Operator

11.8 If Manager fails to make payment of Contract Fees, Operator shall, without prejudice to
any of its rights under this Agreement, be entitled to set-off and adjust unpaid amounts
against the Security Deposit.

11.9 Upon termination of this Agreement (As per Clause 12) and simultaneously with
Manager handing over the Business Premises to Operator (regular wear and tear
excepted) Operator shall after deducting any outstanding’s, refund the balance Security
Deposit amount to Manager on the day of handover

12. COVENANTS

Page 7|19
12.1 MUTUAL COVENANTS OF THE PARTIES

a) The Parties agree that any damage to the Business Premises on account of normal wear
and tear or due to any acts of God, natural calamity, storm, tempest, earthquake etc or
irresistible force or any other similar unavoidable reasons which are beyond the control
of Operator or Manager (hereinafter referred to as “Force Majeure Events”), shall not
be attributable to either Party.

b) The Parties further agree that in the event during the term of the agreement the
Manager intends to sell its business or enter into a partnership with a third Party, to
extend its business or to raise funds, then the Manager shall ensure that the new Entity
shall enter into a fresh agreement with the Operator. Both the Manager and the
Operator shall ensure that, either Parties rights are not hampered under the new
agreement and it shall carry the same financial clauses of this agreement.

12.2 OPERATOR COVENANTS

a) Peaceful and Vacant Possession, Non-Disturbance. During the Contract Period,

Operator shall use its best efforts to ensure that:

b) Operator remains the sole and absolute holder of all rights, to the Business Premises
and Operator shall continue to ensure that Manager has un-encumbered, peaceful and
vacant possession of the Business Premises together with all Approvals as provided by
the Licensor in accordance with applicable laws.

c) So long as Manager is compliant with Approvals and applicable laws, Operator shall not
interfere with or involve itself in any manner with the day-to-day operation and
management of the Business Premises;

d) Operator has ensured that the Licensor shall pay the present and future property taxes
in respect of the Business Premises. In the event of failure of payment of property Taxes
by the Licensor, Manager will not be held responsible and the possession of the said
Business Premises should not be disturbed;

e) The Operator ensures that, its staff, authorized representatives, any third parties, shall
not interfere in any manner whatsoever that adversely affects Manager’s ability to
conduct Permitted Business;

f) The operator ensures that the Manager has the right to change the Restaurant name, to
whatever name he wants from time to time

12.3 MANAGER COVENANTS

a) Manager shall promptly pay to the Operator all charges and amounts payable by it
under this Agreement;

b) Upon Operator’s reasonable request, Manager shall give reasonable access to

Operator’s representatives to access the Business Premises for inspection purposes;

c) Manager shall keep the interiors of the Business Premises clean and in good tenantable
order and condition;

d) Operating expenditures relating to upkeep of Business Premises shall be the

responsibility of the Manager.

e) Subject to termination of this Agreement, Manager shall vacate and handover the
Business Premises at the end of Contract Period as it was as on the Handover Date with
all fixtures, furniture and equipment (reasonable wear and tear excepted).

Page 8|19
 f) Manager and or its staff, representatives, etc. shall use the Business Premises at their
own risk for conducting Permitted Business and the Operator shall not be responsible or
liable for any theft, loss, damages, destruction etc. of or in the Business Premises, or any
bodily injury caused to any person, registration of any police complaint or any other
illegal act whatsoever which may be cause of such loss, damages, injury or illegal act.

g) Manager shall not make any alterations or additions to the Business Premises of any
nature whatsoever without Operator's prior written consent, which consent shall not be
unreasonably withheld, provided however such alterations or additions are in
accordance with the sanctioned plans and applicable laws and have been approved by
the Liceonsor;

h) Manager shall not be entitled to make any permanent or structural alterations to the
Business Premises

13. INSURANCE

13.1 Manager  Coverage Requirements. At all times during the Term, the Manager shall
obtain on its own behalf and maintain the following insurance with respect to the
Restaurant. Manager shall name Licensor and OR Operator as additional insureds and
loss payees where appropriate; in order to protect Manager and/or Operator / Licensor
from and against any liability.

a. "all-risk" insurance covering the Restaurant, including its furniture, equipment and
decoration, against loss or damage from normal property perils, in aggregate amounts
which shall be not less than 100% percent of replacement cost thereof (without
depreciation or coinsurance) and as required to meet the current building, health and
safety codes and other applicable laws:
b. business interruption insurance covering loss of income to both Operator and Manager
for a period of 12 months resulting from interruption of business caused by the
occurrence of any of the risks insured against under the property damage insurance
referred to in this Article;
c. commercial general liability insurance, in an amount not less than a single limit of
Rs.10,00,000 for each occurrence in or about the Restaurant and a combined limit of
Rs.30,00,000 for multiple occurrences in or about the Restaurant, for personal injury
and death and property damage, as well as coverage for products and completed
operations, in such amount against all claims arising out of alleged:

1. bodily injury,
2. death,
3. property damage,
4. assault or battery,
5. false arrest, detention or imprisonment or malicious prosecution,
6. libel, slander, defamation or violation of the right of privacy,
7. wrongful entry or eviction, or
8. food poisoning;
9. Defamation and

d. comprehensive crime insurance, including Employee theft Insurance (including but not
limited to computer theft coverage) in an amount equal to not less than:
1. Rs 1,25,000/- for employee dishonesty, forgery and alteration;
2. Rs.10,00,00/- for theft of money; and
3. Rs. 15,000/- for receipt of counterfeit money or money orders.

Page 9|19
 13.2 Form of Insurance and Insureds. Manager shall have no interest in property damage
insurance and shall not be named as a loss payee thereunder. If necessary, the
Commercial crime insurance may be issued in the name of Manager with Operator as an
additional insured and loss payee. The property damage insurance policy shall provide,
if available at reasonable cost, that the insurance company will have no right of
subrogation against Manager or its affiliates, agents or employees, unless there is gross
negligence on the part of Manager

14. MANAGER AUTHORITY, DUTIES, RESPONSIBILITY AND LIMITATIONS

14.1 Manager Authority, Duties and Responsibilities. Manager is responsible for the day-to-
day operation, direction, management and supervision of the Restaurant, including:

a) staffing the Restaurant with an adequate number of personnel, who shall be employees
of Manager and who shall be hired, trained, supervised and discharged by Manager;
ordering the necessary food and supplies, which may be supplied by Operators
commissary or by other vendors;
b) Payment of all other expenditures normally incurred in the day to day operations of the
Restaurant including contracting with Operator’s or its subsidiaries to provide goods
and services at competitive prices;
c) paying all expenses of the operation of the Restaurant, including the Contract Fees
more fully described in Clause 8.2, from the Restaurant’s Operating Account;
d) meeting with Operator, at Operator’s request, to discuss Operator’s observations and
requests in connection with maintaining and operating the Restaurant;
e) incurring cost of all equipment repairs or modifications, overhauls, appliance AMC’s and
all capital improvements

14.2 Limitation on Manager 's Authority . In addition to any other limitations on Manager 's
authority set forth in this Agreement, Manager shall not, without Operator's written
approval, take any of the following actions with respect to the Restaurant:

a) enter into any contract unrelated to the day to day operation of the Restaurant, that
may seem to or prejudice the terms of this agreement.
b) enter into any lease, license, concession or other occupancy agreement with respect to
the restaurant and or Business premises; or
c) settle any litigation or claims against operator; or
d) extend any credit on behalf of the Operator to a third party; or
e) borrow money, issue any guarantees or incur any interest or contingent obligation, on
behalf of the Operator; or
f) sell, transfer or otherwise dispose of all or any portion of the assets / equipment’s of
the Restaurant; or
g) finance, refinance or otherwise encumber the Restaurant or any portion thereof; or
h) take any other action that is prohibited under the terms of this Agreement or requires
the approval of Operator

Page 10|19
15. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that:

a) the necessary power and authority to enter into and perform this Agreement and its
obligations under this Agreement are valid, binding and enforceable in accordance with
its terms and it has taken all corporate and other actions required for the execution of
this Agreement;

b) the execution, delivery and performance of this Agreement does not and will not violate
or exceed (a) any power or restriction granted or imposed by any order, judgment or
decree of any court or governmental authority by which such party is bound, (b) any
agreement which is binding upon such Party or its assets, or (c) any applicable law; and

c) the terms of this Agreement are legal, valid and binding obligations which are fully
enforceable against such Party

16. TERMINATION AND CONSEQUENCES

16.1 Termination by mutual consent. The Parties may terminate this Agreement upon the
earlier occurrence of:

a) Lockin period expiry, subject to a 3 months’ notice before the expiry of the Lockin
Period

b) upon mutual consent by giving two months’ notice in writing after the expiry of the
lockin period and on such terms and conditions as the Parties mutually agree in writing;

c) upon expiry of the Term, unless renewed prior to such expiry.;

16.2 Termination by Operator

Notwithstanding anything to the contrary contained herein (including in Operator Lock-

in Period), and without prejudice to the rights available to Operator under this
Agreement, law, equity or otherwise, the following events shall be considered events of
default by Manager, and Operator shall be entitled to terminate this Agreement if:

a) winding up/insolvency proceedings are admitted against Manager;

b) if the Contract Fees Cheque/s bounces and the Manager is unable to rectify for any
reasons whatsoever, such defect within a reasonable time period of 15 (fifteen) days
from cheque encashment date.

c) Manager breaches’ any applicable laws that has a material adverse effect.

d) if the Manager aborts or threatens to abort or suspend performance of its obligations in

terms of this Agreement

16.3 Termination by Manager:

Notwithstanding anything to the contrary contained herein (including in Manager Lock-

in Period), and without prejudice to the rights available to Operator under this
Agreement, law, equity or otherwise, the following events shall be considered events of
default by Operator, and Manager shall be entitled to terminate this Agreement if:

a) any Approval is suspended, withdrawn or terminated which affects conduct of

Permitted Business, not due to fault of the Manager;

b) if the Operator aborts or threatens to abort or suspend performance of its obligations in

terms of this Agreement;

c) if there is any material continuing/subsisting breach of the performance of Operator’s

obligations that affects the Manager’s ability to conduct Operations from the Premises

Page 11|19
 or if the Manager is unable to have exclusive control over the management and
operation of the Business Premises, including but not limited to circumstances where
third parties, other interest holders or Operator’s representatives interfere with the
operation of the Permitted Business.

16.4 Notwithstanding Manager Lock-in Period, if as a result of any breach of the terms and
conditions of this Agreement by Operator, Manager is unable to use and occupy the
Business Premises during the term of this Agreement, then Manager shall issue a notice
to Operator requesting Operator to rectify the breach within a period of 30 (thirty) days
from the date of receipt of the notice by Operator, and in case, Operator fails to rectify
the breach within said 30 (thirty) days, then Manager shall, at its sole discretion, be
entitled to terminate the Agreement

16.5 Consequences of Termination

a) Any termination shall be without prejudice to any rights and remedies of the Parties;
and termination shall not by itself affect or discharge any rights, obligations and
liabilities accrued or incurred prior to or upon termination.

b) Upon termination all amounts due and owed between the Parties shall become
immediately due and payable

17. INDEMNIFICATION AND LIABILITIES

17.1 Each Party shall indemnify, defend and hold harmless the other Party and its
Shareholders, affiliates and its and their respective officers, directors, employees,
agents and other representatives from and against any losses incurred by the non-
defaulting Party and against all actions, suits, claims, proceedings, costs, damages,
judgments, amounts paid in settlement relating to or arising out of any negligence,
fraud or willful misconduct of the other party, inaccuracy in or any breach of this
Agreement or any representation or any warranty or covenant by such Party hereunder.

17.2 Environmental Liability

a) Operator Liability. Operator and its Predecessors shall not be responsible for claims
directly or indirectly related to hazardous materials present at the Restaurant after the
handover date that Operator or its Predecessors operated. Operator and its
Predecessors shall also not be responsible for claims directly or indirectly related to
hazardous materials present at the Restaurant during the Contract Period. Manager
shall defend, indemnify and hold Operator and its Predecessors harmless against claims
for which Operator and its Predecessors have no responsibility.

b) Governmental Actions. If action is required at the Restaurant to comply with any

applicable environmental laws, Manager shall be responsible for the costs of
compliance.

18. NOTICES

Any notice or other communication that may be given by one Party to the other shall
always be in writing and shall be served either by (i) hand delivery duly acknowledged;
or (ii) sent by registered post with acknowledgment due; or (iii) by Courier, or (iv) by e-
mail, at the respective addresses set out herein below or at such other address as may
be subsequently communicated by one Party to the other in writing by prior written
notice as set out herein

Operator: MRS. XYZ

Address: XXXXXXXXXXXXXXXXXXX

Email XXXXXXXXXXXXXX@gmail.com

Page 12|19
 Manager:

Address: XXXXXXXXXXXXXXXXXXX

Email XXXXXXXXXXXXXX@gmail.com

19. MISCELLANEOUS

19.1 Entire Agreement. This Agreement along with the Schedules and Annexures hereto
contains all the terms and conditions of the Agreement between Operator and Manager
and supersedes all other former writings between the parties, if any. No alteration,
variation of or addition to this Agreement shall be of any force or effect unless it is in
writing and signed by both Operator and Manager.

19.2 Amendments: No amendments or modifications of this Agreement shall be valid unless

evidenced in writing and signed by duly authorized representatives of both parties .

19.3 Survival: Notwithstanding any provisions herein to the contrary, the obligations set
forth in Clauses 18 Indemnification, Dispute resolution12 and 13 Miscellaneous
provisions, shall survive in full force despite the expiration or termination of this
Agreement

19.4 No Partnership/Agency: Nothing in this Agreement shall be construed as creating a

partnership or joint venture between Operator and Manager. Neither party will be
deemed to be an agent of the other party as a result of any act under or related to this
Agreement, and will not in any way pledge the other Party's credit or incur any
obligation on behalf of the other Party.

19.5 The Parties further agree that this Agreement shall be duly stamped and registered and
the registration and stamp duty costs shall be borne equally by the Parties

20. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by Indian law. In respect of all matters arising out o f
or relating to this Agreement, the courts of ABC, India shall have exclusive jurisdiction

IN WITNESS WHEREOF THE PARTIES HAVE HERETO SET AND SUBSCRIBED THEIR RESPECTIVE
HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN

PHOTO THUMB Name & Signature

Mrs. XYZ

(OPERATOR)

Page 13|19
 MANAGER

WITNESS

1. 2.

Name Name

Address Address

Page 14|19
ANNEXURE A

PROPERTY PLAN

Page 15|19
SCHEDULE I | PROPERTY SCHEDULE

ALL THAT piece and parcel of Shop No XXXXXXXXXXX, on Ground Floor, area admeasuring
XXXXXXX sq.ft being part of building by the Name XXXXXXXXXXX constructed on Property
bearing Survey No XXXXXXXXXXXXXXXXXXXXXXX, built on land admeasuring XXXXXXXXXXXXXX sq.
mtrs Situated at Village XXXXXXXXXXXXXXXXXXXXXXX, Dist- XXXXXX within the Jurisdiction of Sub-
registrar Haveli No XXXXXXXXXX, and within the local limits of XXXXXXXXXX Municipal Corporation
and bounded as under:

On or towards the North : By Internal Road

On or towards the South : By 12 feet Wide Road
On or towards the East : By XXXXXXXXXXXX Road
On or towards the West : By remaining part of Plot XXXX

Page 16|19
SCHEDULE II | SUPPORT SYSTEMS

Term Description
Address Shop No XXXXXXXXXXXX
Total Built-Up Area  
No of Floors G + Mezzanine (temporary constructed)
Ground Floor Carpet
___ Sq.ft
Area
Otla Open Space in Front of the Shops and within the compound
No. of Washrooms 2
Part of Stilt Parking 2 (1 storage room and 1 Staff Room)
Terrace Common to building
Electrical Connection 3 Phase
Electric Meter No XXXXXXXXXXXXX
Billing Unit 4747 : Wadgaon Sheri SUB-DN
Approved connection 5 KW
Sewage Common to building
Utility Connections 3 exclusive water tank’s
Water Over head 1 Common (corporation) & 1 Common (Bore water)
Over Head Tank
3500 liters Approx.
capacity
Under Ground (UG)
Common
Water
UG Tank Capacity 10,000 liters Approx
Kitchen/Pantry Yes
Parking Space In front of the Shops

Page 17|19
SCHEDULE III | FURNITURE, FIXTURE AND EQUIPMENT (FFE)

Kitchen Equipment’s

Sr.
Item Quantity Make Quality Working Condition
No
Location : Kitchen
Triple Burner Range 2 Steel Partially rusted to be repaired
Working Table 3 Steel Partially rusted In use
Working Table with
3 Steel Partially rusted
upper shelf In use
Table with Basin 2 Steel Partially rusted In use
Bain Marie (6 pot) 1 Steel Partially rusted to be repaired
Rack 1 Steel Partially rusted In use
Water Cooler 1 Steel Partially rusted to be repaired
R.O. Plant 1   To be repaired to be repaired
Dosa Batter grinder 1 Steel To be repaired In use
Home Gas Shegadi 2 Steel To be repaired to be repaired
Cylinders 6      

Location : Dinning Area

Coca
Cold drink Freeze 1
cola    
for keeping
Table 1
Steel Good plates/glasses
Location: outside
Working Table 3 Steel Damaged  
Tandoor Bhati 1 Steel Damaged to be repaired
Kabab Grill Counter 1 Steel Damaged to be repaired
Chicken Grill
1
Counter Steel Damaged to be repaired
Location : Store Room
Storage Rack 1 Steel Partially rusted  
Dough Machine 1 Steel Partially rusted to be repaired
Weighing Machine 1 Iron Partially rusted to be repaired

Wooden Furniture

Sr.
Item Quantity Make Quality Comments
No
Wooden body Tables Woode 1 out of 4 table
1 with Glass top 4 n Good, to be polished without glass
Woode
2 Chairs 17 n Good, to be polished  
to be
3 Chairs 27 Iron cleaned/repainted  
Iron body Tables with Wooden Top requires Iron body requires
4 Wooden Top 5 Iron refurbishment repaint
Woode
5 Reception Counter 2 n To be refurbished  
Woode
6 Storage Rack 1 n
   

Page 18|19
SCHEDULE IV | SECURITY DEPOSIT RECEIPT AND MEZZANINE ADVANCE PAYMENT RECEIPT

RECEIVED from, the Manager in terms of Agreement dated _________________, a total

sum of Rs.,000/- (Rupees Thousand Only) vide Cheque Nos. XXXXXXXXX and XXXXXXXXX
both (cheques) in favor of Mrs. XYZ towards interest free refundable security deposit
(“Security Deposit”) as per Clause 12.5 of Agreement dated _______________________.

I SAY RECEIVED

XYZ
(Operator)

Page 19|19