FRANCHISE AGREEMENT

This AGREEMENT is made and executed on the 2 nd day of August,

2015

BETWEEN

M/S GREWAL FOODS PVT LTD, a company incorporated under the

Companies Act, 2013, having its registered office at 317, 3rd Floor
Meenakshi Building, 42 Kasoori Nagar, Andheri West , 400068,
Mumbai, Maharashtra (hereinafter referred to as the
`Company’(Franchisor) which shall, whenever the context, so requires
or admits mean & include its successors and assigns) of the One Part.

AND

M/S SUJOY AND SONS; a registered partnership firm having its office
at 40, Vaishali Nagar, Jaipur, Rajasthan, 302039( hereinafter referred to
as the `AGENT’( Franchisee), which expression shall, unless the
context so requires or admits mean & include its present partners for the
time being, their heirs, legal representatives, executors & permitted
assigns) of the Other Part.
Both the Franchisor and Franchisee termed as parties and party as an
individual.
1. WHEREAS:

1.1 The ‘Company’ (Franchisor) is recognized for its providing

service of FAST FOOD and BEVERAGES to all the people
residing in a country.

1.2 The ‘Company’ establishes its brand in the name of

‘TIANOS’ in the year 2010.

1.3 ‘Company’ has distributed 7 franchise outlets on the places like

DELHI, KOLKATA, CHENNAI, BANGLORE,
HYDERABAD, LUKNOW, AHMEDABAD.
1.4 With the brand named ‘TIANOS’ ‘Company’ has generated
profit of Rs.30,25,000/- till now dated 2nd August, 2015.
1.5 ‘Company’ has known for its cleanliness and hygiene
maintenance.
1.6 ‘Company has earned great reputation over the years.

2. Meanings and Definitions

In this agreement the following meanings and definitions shall
apply.
2.1 ‘Agreement’ means this Franchise Agreement.
2.2 ‘ Business day’ means a day on which banks are open for
trading in India.
2.3 ‘Business or service Name’ means the name set out in item of
the First Schedule to this Agreement which is the only name under
which the Franchisee shall conduct the business or service.
2.4 ‘Franchise’ means the right granted by this Agreement.
2.5 ‘Franchisee’ means the party to whom franchise has been
allotted.
2.6 ‘Franchisor’ means the party who distributes the Franchise to
the Franchisee.
2.7 ‘Franchise Fees’ means the initial fee payable by a Franchisee
for the grant of Rights and other matters as specified in this
Agreement.
2.8 ‘Intellectual Property’ includes all the Licensed Copyrights,
Trademarks, Designs, Logos, etc. licensed by the M/S GREWAL
FOODS PVT LTD.
2.9 ‘Month’ means a calendar month.
2.10 ‘Services’ means services forming part of the system from
time to time.
2.11 ‘Franchisee Meeting’ means the meeting(s) of Franchisees
as considered necessary and convened by the Franchisor M/S
GREWAL FOODS PVT LTD suo motu or on requisition by the
Franchisee(s).
2.12 “ Advertising” means all Advertisements made in the name
of the Franchisor, the M/S GREWAL FOODS PVT LTD to
 create and enhance brand equity and increase the customer base for
the Franchisors as well as the Franchisee in respective Territories.
Whereas the Franchisors shall from time to time issue
Advertisements to create and enhance the brand equity at their own
cost and expenses.
2.13 “Inspection by Company” means permission to the
Franchisor Company and its servant and agents inspect the books
and records of the company and on provision of reasonable notice
to copy all books, financial other records relating to the business or
services of the Franchisee.
2.14 “Confidential Information” means the information related
to ideas, price, methods, concepts, techniques, database etc.
2.15 “Customer” means a person or entity to whom or with
which Franchisee conducts business or provides service.
2.16 “Discontinue or Terminate” means to discontinuance or
termination or ceasing the operations of the business or service.

3. Appointment of the Franchisee

3.1 The M/S GREWAL FOODS PVT LTD, the Franchisor

appoints the Franchisee on an exclusive basis in the Territory on
the Terms and Conditions of this Franchise Agreement.
 3.2 The Franchisee hereby grants to the Franchisee all the relevant
rights to carry on business or services as a Franchisee.
3.3 The Franchisee can use the Trade Names, Trademarks of the
M/S GREWAL FOODS PVT LTD for the services or business
purposes.
3.4 The Franchisee can use and take the benefit of the
Franchisor’s premises or spaces allotted to the Franchisee, its
customer base, accounting management, marketing knowledge and
experience.
3.5 The Franchisee shall enter into a Registered License
Agreement when required by M/S GREWAL FOODS PVT
LTD.

4. Location of the Franchisee

The Franchisee will operate the Franchised Business or Services

on the following address:
HOUSE NO. 5 , JACOB ROAD, ACHROL HOUSE,
MADRAMPUR ,CIVIL LINES, JAIPUR, RAJASTHAN, 302039

5. Term of the Franchise

5.1 The term of the franchise can carry by the franchisee shall be the
period of 10 years.

5.2 During the period of franchise, the franchisee cannot exercise

powers powers beyond control of the franchisor.
6. Franchisee Obligations & Responsibilities

6.1 To commence the Project by the Commencement Date.

6.2 Not to carry on the Project or any part thereof other than from
the Location without the prior written consent of the Franchisor.

6.3 Actively to promote the Project and to exercise best endeavours

in the conduct of the Project to promote the mutual business interests of
the Franchisor and the Franchisee and shall cause to be provided at the
Location such of the Products as are stipulated by the Franchisor from
time to time.

6.4 Not to charge customers prices in excess of the prices specified

by the Franchisor in writing from time to time.

6.5 To keep such books of account and records and operate such
finance and accounting and stock control systems for the Project made
up in accordance with proper and accepted accounting practices and
accurately maintain them up to date at all times.

7. Franchise Fee & Royalty

7.1 At the time of signing and execution of this Agreement the

Franchisee will pay to the Franchisor the sum of Rs. 30,00,000 /-
( Rupees THIRTY LAKHS ONLY) as the initial fee.
 7.2 The Franchisee also has to pay 4 percent of the total gross profit to
the franchisor on monthly basis.

8. Franchisor’s obligations and responsibilities

8.1 Franchisor have an obligation to update the facility in a restaurant

every year.

8.2 Franchisor must provide every single information to the franchisee

regarding anything.

8.3 During the course of Franchise Agreement, the Franchisor is

required to offer supervision and support to the Franchisee for the
promotion of business, advertising, management, general and business
operations etc.

8.4 While setting up of the Franchise outlet, there is a need to obtain

legal and regulatory approvals from the local authorities. The Franchisor
shall assist the Franchisee to procure the approvals to conduct the
business.

8.5 Helping the franchisee to attract and retain employees. The

franchisor may help the franchisee to attract and retain employees by
providing training programs, employee recruitment assistance, and other
resources.

8.6 Providing financial assistance and access to financing. Some

franchisors may offer financing assistance to franchisees in the form of
loans, grants, or other forms of financial assistance. This can be
particularly beneficial to franchisees who are just starting out and may
not have access to traditional forms of financing.

8.7 Maintaining the trademark and protecting it from infringement.

The franchisor is responsible for protecting the trademark, which is the
unique identifier of the brand. This includes monitoring for potential
infringement and taking action to protect the trademark.

8.8 Monitoring the franchisee’s compliance with the terms of the

franchise agreement and any applicable laws or regulations. The
franchisor is responsible for enforcing the terms of the franchise
agreement, which may include standards for quality, customer service,
and appearance of the franchise location. Additionally, the franchisor is
responsible for ensuring that the franchisee is operating in compliance
with all applicable laws and regulations.

8.9 Providing the franchisee with training and support on how to

operate the business. This includes initial training on the franchisor’s
business model, operations, and systems. It also includes ongoing
support to help the franchisee navigate challenges and capitalize on
opportunities.

9. Advertising

9.1 The Franchisee shall obtain the Franchisor’s prior written

approval of all advertising or other marketing or promotional programs
published by any method, including print, broadcast and electronic
media, regarding the “TIANOS” franchise, including, without
limitation, “Yellow Pages” advertising, newspaper ads, flyers,
brochures, coupons, direct mail pieces, specialty and novelty items,
radio, television, and Internet advertising.

9.2 The Franchisee acknowledges and agrees that the Franchisor may
disapprove of any advertising, marketing, or promotional programs
submitted to the Franchisor for any reason in the Franchisor’s sole
discretion.

9.3 The Franchisee shall also obtain the Franchisor’s prior written
approval of all promotional materials provided by vendors.

9.4 The proposed written advertising or a description of the marketing

or promotional program shall be submitted to the Franchisor before
publication, broadcast, or use.

10. Quality Control

10.1 The Franchisee agrees to maintain and operate his ‘TIANOS’

franchise strictly in compliance with this Agreement and the standards
and specifications contained in the Operations Manual, as the same may
be modified from time to time by the Franchisor in accordance with this
Agreement.
10.2 The Franchisee is prohibited from offering or selling any products
or services not authorized by Franchisor.

10.3 If the Franchisee proposes to offer, conduct or utilize any products,

services, materials, forms, items or supplies for use in connection with
or sale through ‘TIANOS’ which are not previously approved by the
Franchisor as meeting its specifications, the Franchisee shall first notify
the Franchisor in writing requesting approval. The Franchisor may, in its
sole discretion, for any reason whatsoever, elect to withhold such
approval.

10.4 In order to make such determination, the Franchisor may require

submission of specifications, information, or samples of such products,
services, materials, forms, items, or supplies. The Franchisor will advise
the Franchisee within a reasonable time whether such products, services,
materials, forms, items, or supplies meet its specifications.

11. Sale of Franchise

11.1 The Franchisee shall have no right to Transfer or Sell the

Franchisee.

11.2 The Franchisor may transfer or sell its Franchise business

subject to rights of the Franchisee with their consent or No Objection
Certificate.
12. Confidentiality

12.1 The franchisee must maintain the privacy of confidential

information of anything in order to prevent fraud.

12.2 If franchisee leaks any confidential information regarding

anything then it is considered as an offence.

13. Insurance

13.1 All of the required policies of insurance shall name the

Franchisor as an additional named insured and shall provide for a 30-day
advance written notice to the Franchisor of cancellation.

13.2 The Franchisee will provide proof of insurance to the Franchisor

prior to commencement of operations at the ‘TIANOS’ franchise. This
proof will show that the insurer has been authorized to inform the
Franchisor in the event any policies lapse or are canceled.

13.3 The Franchisor has the right to change the minimum amount of
insurance the Franchisee is required to maintain by giving the
Franchisee prior reasonable notice, giving due consideration to what is
reasonable and customary in the similar business.

13.4 The Franchisee’s failure to comply with the insurance provisions

set forth herein shall be deemed a material breach of this Agreement.
14. Payment of Taxes

14.1 The Franchisee shall reimburse the Franchisor, or its affiliates

and designees, promptly and when due, the amount of all sales taxes, use
taxes, personal property taxes, and similar taxes imposed upon, required
to be collected or paid by the Franchisor, or its affiliates or designees, on
account of services or goods furnished by the Franchisor, its affiliates or
designees, to the Franchisee through sale, lease or otherwise, or on
account of collection by the Franchisor, its affiliates or designees, of the
initial franchise fee, Royalties, Marketing and Promotion Fees or any
other payments made by the Franchisee to the Franchisor required under
the terms of this Agreement.

15. Termination

The Franchisor may terminate this Agreement if the Franchisee:-

15.1 Fails to commence business within one month of execution of

the Agreement.

15.2 Is in breach of any of the terms and conditions of this

Agreement.

15.3 Persistently defaults in payment of any amounts due to the

Franchisor.

15.4 Goes into liquidation / bankruptcy or is declared insolvent.

16 . Effect of termination

16.1 The money paid to the franchisor by the franchisee will not get
refunded.

16.2 Cease to exploit any Intellectual Property Rights owned by the

Franchisor or any company related to it and licensed to the Franchisee in
respect of the Project;

16.3 Any freight charges incurred by the Franchisor in the acquisition

by it of the Franchisee’s fixtures and fittings and plant and equipment
and unsold stock of the products as aforesaid shall be paid by the
Franchisee.

16.4 he Franchisee shall permit and authorise the Franchisor to have

reasonable access to the premises at which the fixtures and fittings, plant
and equipment and unsold stocks are then located so as to enable the
Franchisor to inspect and to take possession of any such items if
purchased.

IN WITNESS WHEREOF the parties have put their hands and seal the
day and year hereinabove written.

FIRST SCHEDULE
 TIANO’S

SECOND SCHEDULE

M/S SUJOY AND SONS; a registered partnership firm having its office
at 40, Vaishali Nagar, Jaipur, Rajasthan, 302039.

For………………(FRANCHISOR)

WITNESS 1

Signature:

Name: AUTHORISED SIGNATORY

Address:

For………………(FRANCHISEE)

WITNESS 1

Signature:

Name: AUTHORISED SIGNATORY

Address: