40/50 (O) Outstanding

Group 3

FRANCHISE AGREEMENT
This Franchise Agreement (the “Agreement”), dated December 1, 2021, is between Eggers
Paradise Pvt. Ltd., CIN U12345KA2014PTC123707 (the “Franchisor”), and Sunil Sharma,
PAN CENPG5874F (the “Franchisee”).

1. RECITALS
The Franchisee is an entrepreneur and a chef who is desirous of opening a Franchise of
Eggers Paradise Pvt. Ltd. in New Delhi. The Franchisor is a restaurant business that wishes to
expand into New Delhi.

Accordingly, the parties agree as follows:

2. DEFINITIONS AND INTERPRETATIONS

2.1. Definitions: The terms defined in the preamble have their assigned meanings, and
the following terms have the meanings assigned to them:

2.1.1 “Accounting Standards” means the accounting standards issued by

Companies (Accounting Standards) Rules, 2021, in respect of accounting
periods commencing on or after April 01, 2021.

2.1.2 “Business Days” means any day of the week excluding Saturday, Sunday,
and all national holidays.

2.1.3 “Business Hours” means the hours between 10:00 AM and 10:00 PM IST
(Indian Standard Time).

[2.1.4] “Confidential Information” means any information, document, data or other

information communicated to either in tangible, electronic or oral form and
medium, which is in relation to, contains, or includes by reference: (a)
proprietary and unpublished inventions, secret processes, recipes, technical
information, economic information, financial information (including
projections, forecast, marketing and financial plans) of the Franchise; (b)
customers or prospects of the Franchisor, or lists in relation thereto; (c)
production methods, distribution methods, research and other know-how in
relation to development and operation of the Franchise and knowledge of
Franchisor’s products; and (d) information provided during the training

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 programs, or as part of the training materials to maintain quality standards for
operating the Franchise.

2.1.4[2.1.5] “Financial Year” means 1 year period starting from 1st April and
ending on 31st March.

2.1.5[2.1.6] “Franchise” means and includes the property as that will be used by the
Franchisee in accordance with the terms of this Agreement, situated at 61A
Khan Market, Rabindra Nagar, New Delhi, Delhi 110003.

2.1.6[2.1.7] “Product” means all food items and beverages being sold at the
Franchise.

2.1.7[2.1.8] “Second Term” is a period of 5 years commencing on January 2, 2027,

and end on January 2, 2032.

2.1.8[2.1.9] “Term” is a period of 5 years commencing on January 2, 2022 and

ending on
January 1, 2027.

2.2. Interpretations: For the purposes of this Agreement-

[2.2.1] headings Headings and subheadings are for convenience only and do not
affect interpretation or construction of this Agreement;

2.2.1[2.2.2] the word “may” signals discretionary authority.

2.2.2[2.2.3] the word “must” signals a condition.

2.2.3[2.2.4] the word “shall” signals a covenant.

3. GRANT OF LICENSE AND TERRITORY

3.1. The Franchisor grants to the Franchisee, and the Franchisee accepts from the
Franchisor the right to operate the Franchise located at 35, Khan Market, Rabindra
Nagar, New Delhi, Delhi 110003.

3.2. The Franchisee shall not sub-lease, sub-franchise, or sub-license the right to operate
the Franchise.

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3.3. The Franchisee shall not sell the Franchise without the prior written consent of the
Franchisor.

3.4. If the Franchisee breaches either Clause 3.2, Clause 3.3, or both, then he shall pay
INR 12,00,000/- (Rupees Twelve Lakhs Only) to the Franchisor. Additionally, in the
case of such breach, the Agreement will be rendered void.

4. TERM AND RENEWAL

4.1. Subject to Clauses 4.1 and 8, the Term of the Agreement will commence on January
2, 2022, and will last a period of 5 (five) years ending on January 1, 2027.

[4.2.] If the Franchise has made a profit of INR 8,00,00,000/- (Rupees Eight Crores Only)
during the Term of the Agreement, then the Franchisee will have the right tomay
renew the Agreement. If this profit margin has not been met, then the Franchisee will
not have the right to renew. The Franchisor shall renew the Agreement if the
Franchisee wishes to exercise his right to do so and supplies audited financial
documents as proof that INR 8,00,00,000/- (Rupees Eight Crores Only) or more has
been earned in profits over the course of the Term.

[4.3.] If the Franchisee intends to exercise his right option to renew the Agreement as per
Clause 4.2 of the Agreement, he must provide a written notice to the Franchisor
indicating the same at least 14 (fourteen) days before the expiration of the Term of
the Agreement. If the Franchisee fails to provide timely notice, then the Franchisor
will no longer be obligated to the renew the Agreement as per the Franchisee’s right
under Clause 4.2 of the Agreement.Agreement will not be renewed.

4.2.[4.4.] If the parties exercise the option of renewal as per Clause 4.2 of the Agreement,
then the Second Term will begin on January 2, 2027, and end on January 2, 2032.

4.3.[4.5.] The Agreement will stand terminated on the completion of the Second Term as on
January 2, 2032.

5. FEES AND PAYMENTS

[5.1.] The Franchisee shall pay INR 45,000/- (Rupees Forty-five thousand Only) per month
for the first six months of the Term of the Agreement to the Franchisor as an initial
franchise fee. If the Franchisee exercises its option to avail an additional 6 (six)
months as per Clause 7.3, the Franchisee shall have to pay Rs 45,000/- (Forty-five
thousand Only) by the third calendar day of every month for a Term of the next 6
(six) months.

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5.1.[5.2.] After the completion of the first 6 (six) or 12 (twelve) months of the Term, the
Franchisee shall pay 15% of net profits earned by the Franchise. The said payment
shall be made by the Franchisee one the first calendar day of every quarter for a
period of 5 (Five) years as per the Term of the Agreement.

5.2.[5.3.] The Franchisee shall pay a training fee Rs. 5000/- (Rupees Five Thousand Only) for
each employee hired for training his employees as per the Agreement.

5.3.[5.4.] The Franchisee shall make all payments under this clause of the Agreement
through wire transfer to Kotak Mahindra Account Holder, Eggers Paradise Pvt. Ltd.
with Bank A/c No. KKBK12332132 at Rajajinagar Branch (IFSC Code
KKBK0011223).

6. FRANCHISEE’S OBLIGATIONS

6.1. The Franchisee shall, at his own expense, purchase all necessary furniture, equipment
and signs required to set up and run the Franchise.

6.2. The Franchisee shall purchase all the daily supplies required for the Franchise to
operate at his own expense, with the exception of the materials listed under Clause
7.7.

6.3. The Franchisee shall ensure that all Products sold in the Franchise are contained
within packaging with the Franchisor’s logo on them.

6.4. The Franchisee shall hire his own staff to work at the Franchise. The Franchisee may,
if he so desires, require the Franchisor to train said staff members as per Clause 7.4.

6.5. The Franchisee shall ensure that the Franchise is fully operational and functioning
during Business Hours on or before March 1, 2022.

6.6. The Franchisee shall ensure that the Franchise is maintained in a good working
condition. In order to do so, the Franchisee shall routinely clean the interiors and
exteriors of the shop and ensure that all the regulations listed under Annexure A for
the maintenance of the Franchise will be adhered to.

[6.7.] The Franchisee shall permit the Franchisor or his agents to enter the Franchise during
the Business Hours on any Business Day with notice as per Clause 7.6 and carry out
inspections in order to ascertain that all the regulations listed under Annexure A are
being complied with. If the Franchisor discovers that any regulation is not being
complied with, the Franchisee shall rectify the issue within 5 (five) Business Days. If

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 the Franchisee fails to do so within the stipulated period, then he shall must pay a
fine of INR 5,000/- (Rupees Five Thousand Only) for every additional Business Day
that the non-compliance continues.

6.7.[6.8.] The Franchisee shall provide a printed physical receipt/ bill to all customers who
purchase Products from the Franchise.

6.8.[6.9.] The Franchisee shall provide the Franchisor with a notice of 7 (seven) days if he
requires additional disposable food packaging and beverage containers with the
‘Eggers Paradise’ logo as per Clause 7.7.

6.9.[6.10.] The Franchisee shall ensure that adequate provisions have been made to set up a
mechanism through which customers can make complaints about and provide
feedback to the Franchisee. The Franchisee shall make all reasonable attempts to
resolve any customer complaints within the Business Hours of the same day the
complaint has been raised. Furthermore, the Franchisee shall communicate all such
complaints to the Franchisor within 2 (two) Business Days of the complaint being
made. If the Franchisee fails to relay complaints to the Franchisor within the
stipulated time, then the Franchisee must pay a fine of INR 2000/- (Rupees Two
Thousand Only) per complaint that has not been relayed.

7. FRANCHISOR’S OBLIGATIONS

[7.1.] The Franchisor shall provide the Franchisee with any practical knowledge required for
setting up a Franchise and shall, to the best of their its abilities, resolve any queries
the Franchisee may have regarding the same.

7.1.[7.2.] The Franchisor shall make available to the Franchisee 3 (three) members of its
existing staff for a period of 6 (six) months from the commencement of the Term,
whom the Franchisee may schedule to work at the Franchise as required. The
Franchisee may also seek any other assistance from the said staff in matters
concerning the fulfillment of this Agreement.

7.2.[7.3.] The Franchisor shall also permit the Franchisee to retain the 3 (three) members of
staff assigned to the Franchisee as per Clause 7.2 for an additional 6 (months) if the
Franchisee wishes to do so. The Franchisor shall pay the salaries of the staff
members assigned to the Franchisee for the entire period that they are retained.

7.3.[7.4.] The Franchisor shall make provisions to set up a 2 (two) weeklong training program
to train employees hired by the Franchisee if the Franchisee so desires. The
Franchisor shall ensure that at the end of the training, all employees who participated

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 in the program are well equipped with a basic knowledge of the operation of the
Franchise.

7.4.[7.5.] The Franchisor shall provide the Franchisee with the standard interior décor plans
for the Franchise.

7.5.[7.6.] The Franchisor shall provide the Franchisee with a notice of 5(five) days if he
wishes to inspect the Franchise. If due notice is not given, the Franchisee is not
obligated to allow the Franchisee or its agents to enter the Franchise. If the inspection
is carried out without notice, the results of the inspection will not be recorded, and
the Franchisee will not be obligated to pay any fines on the basis of the same.

7.6.[7.7.] The Franchisor shall provide the Franchisee with disposable food packaging and
beverage containers with the ‘Eggers Paradise’ logo monthly. For the first 2 (two)
months of the Agreement, the Franchisor shall supply the amount of packaging and
containers that the Franchisee estimates will be used during business. From the 3rd
(third) month of the Agreement, the Franchisor shall supply the Franchisee with an
amount of packaging and containers equivalent to the average amount used in the
prior 2 (two) months of the Agreement. The Franchisor shall also provide the
Franchisee with additional units of packing and containers if the Franchisee requests
the same with due notice as per Clause 6.9.

8. TERMINATIONS AND REMEDIES

8.1. The Term of the Agreement is 5 (five) years in accordance with Clause 4.1 of the
Agreement.

8.2. Termination by Default

8.2.1. The parties shall not unreasonably withhold consent regarding terminations by
the other party.

[8.2.2.] The following events mentioned will shall terminate the Agreement:
8.2.2.1 Expiration of the Term of the Agreement.

8.2.2.2 Expiration of the Second Term of the Agreement, if renewal occurs as

per Clause 4.

8.2.2.3 The Franchisee or the Franchisor may terminate the Agreement by

providing a 3 (three) months’ prior notice to the opposite party.

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 8.2.2.4 If the restaurant is running in loss. For the purposes of this clause, the
parties agree that if the costs of operation of the Franchise exceeds the
revenue generated by it for 6 (six) consecutive months, the Franchise
would be running in loss.

8.2.2.5 Upon cancellation or suspension of any government approval.

8.2.2.6 A force majeure event occurs, subject to Clause 13.6 of this Agreement.

8.2.2.7 A hardship situation occurs, subject to Clause 13.6 of this Agreement.

8.2.2.8 Initiation of proceedings under the Insolvency and Bankruptcy Code,

2016 against either party.

8.3. Franchisor’s right to terminate:

8.3.1. The Franchisor may terminate this Agreement upon the occurrence of any of
the following events by providing the Franchisee with a notice of termination:

8.3.1.1 If the Franchisee fails to pay the initial monthly Franchise fee of worth
INR 45,000/- (Rupees forty-five thousand Only) for a period of 6 (six)
months.

8.3.1.2 If the Franchisee fails to pay the continuous Franchisee fee for a period
of 6 (six) months.

8.3.1.3 Upon abandonment of the restaurant by the Franchisee.

8.3.1.4 The Franchisee engages in illegal/unauthorized use of the Franchise

including the circumstances mentioned under Clause 3 of the Agreement.

8.3.1.5 If the Franchise is not fully operational and functioning during Business
Hours on or before March 1, 2022.

8.3.1.6 Material breach of any obligation by the Franchisee under this

Agreement, which continues to remain uncured for a period of 30 (thirty)
calendar days from the date of receipt of notice of such material breach
from the Franchisor.

8.3.1.7 Circulation of Confidential Information by the Franchisee.

8.3.1.8 Use of Franchisor’s Intellectual Property by the Franchisee for purposes

beyond the fulfillment of the Agreement.

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8.4. Effect of termination: Upon termination of this Agreement for any of the reasons
mentioned in Clauses 8.2 and 8.3 above, the Franchisee, within 2 (two) Business
Days from the receipt of the notice of termination, shall:

8.4.1 Cease to operate the Franchise.

8.4.2 Furnish complete financial and non-financial details in relation to Franchise

in any form that may be required by the Franchisor.

8.4.3 Complete payment of all amounts due or outstanding.

8.4.4 Cease to use the Franchisor’s intellectual property and desist from using any
marks that may confuse the customers.

8.5. Remedies for the Franchisor

[8.5.1] In case of violation of Clause 8.3.1.4 by the Franchisee, the Franchisee shall
be liable to pay for all the damage caused to the Franchisor in such a situation
up to INR 1,00,000/- (Rupees One Lakh Only).

[8.5.2] In case of mishandling or breach of Confidential Information, the Franchisee

shall be liable to pay an amount of INR. 2,00,000/- (Rupees thirty thousand
Only) to the Franchisor.

8.5.1[8.5.3] The Franchisee shall pay the Franchisor a sum of INR 5,000/- (Rupees
Five thousand Only) for every breach of his obligations under Clause 6,
unless otherwise provided for in that obligation.

[8.5.4] In case of non-payment of training fee as per Clause 5.3 of the Agreement, the
Franchisee shall be liable to pay 5% per annum simple interest on the training
fee for each employee for every day of non-payment.

8.5.2[8.5.5] The Franchisor will be entitled to damages in case of misuse of

intellectual property as per Clause 12.2.

8.6. Franchisee’s right to terminate: The Franchisee may terminate the Agreement
under the following circumstances:

8.6.1 With cause: Material breach of any obligation by the Franchisor under this
Agreement, which continues to remain uncured for a period of 15 (fifteen)
calendar days from the date of receipt of notice of such material breach from
the Franchisee.

8.6.2 Without cause: By providing a prior written notice of termination of 10 (ten)

calendar days to the Franchisor.

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 9. ACCOUNTING RECORDS

9.1. The Franchisee shall maintain their books of accounts as per the Accounting
Standards and submit the balance sheet to the Franchisor on an annual basis.

9.2. The Franchisee shall submit the balance sheet to the Franchisor within 30 (thirty)
calendar days of the quarter ending 31st March of each Financial Year during the
Term of the Agreement. If the balance sheet is not provided despite two reminders at
a gap of 15 (fifteen) calendar days each from the Franchisor by way of e-mail, the
Franchisee shall pay INR 5,000/- (Rupees Five Thousand Only) per day for delay.

9.3. If the Franchisor wishes to inspect any document of the Franchisee other than the
documents mentioned in Clause 9.1 of the Agreement, the Franchisor must seek
written approval from the Franchisee for such inspection. The Franchisee is not
obligated to grant such approval to the Franchisor.

9.4. The Franchisee shall deliver the documents due to be delivered as per Clause 9.1 of
the Agreement by way of e-mail on the e-mail ID mentioned in Clause 14 of the
Agreement.

10. CONFIDENTIALITY AND NON-DISCLOSURE

10.1 Both parties agree to keep all the Confidential Information including the provisions
of (and the subject matter of) this Agreement, and all information disclosed or
discovered in relation to this Agreement strictly confidential. Neither party may
disclose any Confidential Information to any third party except, where:
(a) such information is in the public domain through no fault of the recipient of the
Confidential Information under this Agreement;
(b) such information is required to be disclosed to any competent governmental
authority;
(c) disclosure is agreed to in writing between the parties.

10.2 Either party may disclose the existence of this arrangement to its legal counsels,
accountants, lenders, merchant bankers, engineers, architects, interior designers,
vendors, suppliers and other persons who need to be aware of the existence thereof.

10.3 Upon termination of the Agreement, the Franchisee shall deliver to the Franchisor all
Confidential Information and copies thereof in its possession or under its direct or
indirect control. The Franchisee shall destroy all Confidential Information along with
any memoranda, notes and other writings prepared by the Franchisee, its agents, the
directors, officers, employees or advisors of either one or both.

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 11. REPRESENTATIONS AND WARRANTIES

11.1. Franchisor represents and warrants the following to the Franchisee:

11.1.1 That Franchisor is a Private limited company registered under Companies

Act, 2013 having CIN – U12345KA2014PTC123707 and its registered office
at 880, Koramangala Road, Bengaluru, Karnataka, 560034.

11.1.2 Paul Smith PAN – AENPG1234F is authorized to sign and execute this
Agreement on behalf of the Franchisor.

11.1.3 The Franchisor has all necessary approvals required in relation to

commencement and operation of the Restaurant Business from the Outlet and
in relation to performance of other obligations of the Franchisor under the
Agreement.

11.1.4 The Franchisor has no pending or threatened investigation, arbitration,

litigation, against it.

11.1.5 That the signing and performance of this Agreement does not conflict with
any other agreement to which the Franchisor is a party.

11.1.6 The Franchisor has not entered into a franchise agreement with any other
party in relation to the operation of a franchise in New Delhi.

11.1.7 That the Franchisor is the owner of all intellectual property rights mentioned
in Clause 12 of the Agreement.

11.1.8 That, prior to the signing of this Agreement, the Franchisor has disclosed to
the Franchisee every fact or matter known to the Franchisor, which would
prejudicially affect the decision of the Franchisee to enter into this
Agreement.

[11.1.9] The Franchisor agrees that the Franchisee’s rights in relation to the express
representations and warranties set forth herein are part of the basis of the
bargain contemplated by this Agreement and the Franchisee’s rights shall not
be affected or waived by virtue of any knowledge on the part of the
Franchisee of any untruth of such representation or warranty of Franchisor
expressly set forth in this Agreement, regardless of whether such knowledge
was obtained through Franchisee’s own investigation or through disclosure by
any other person, and regardless of whether such knowledge was obtained
before or after the execution of this Agreement.

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 [11.1.10] That the Franchisor acknowledges that the Franchisee has entered
intoexecuted this Agreement based on and relying upon the aforesaid
representations and warranties of the Franchisor.

11.2. Franchisee represents the following to the Franchisor:

11.2.1 The Franchisee is a resident of India having PAN CENPG5874F and owner
of four restaurants all over India.

11.2.2 That the Franchisee owns the commercial space at 61A, Khan Market,
Rabindra Nagar, New Delhi, Delhi 110003.

11.2.3 That the Franchisee has the requisite authority and competence to sign and
execute this Agreement.

11.2.4 That the execution and performance of this Agreement by the Franchisee does
not violate any provision of any agreement/ arrangement or undertaking with
any other party.

11.2.5 That, apart from the representations contained above, the Franchisee does not
make any other representations and warranties and expressly disclaims
implied warranties, including any implied warranty of fitness for a particular
purpose.

12. INTELLECTUAL PROPERTY

12.1 The Franchisor shall allow the Franchisee to use the intellectual property owned
by the Franchisor for the purposes of fulfilling its obligations under the
Agreement.

12.2 If the Franchisee uses the intellectual property of the Franchisor for purposes
other than fulfilling the obligations of this Agreement, the Franchisee shall pay
the Franchisor a sum equivalent of 5% of the profits of that year or INR
1,00,000/- (Rupees One Lakh Only) whichever is lower.

12.3 The Franchisee does not have an ownership interest in the intellectual property
owned by the Franchisor.

12.4 The Franchisor shall not claim ownership of any intellectual property developed
by the Franchisee during the Term of this Agreement irrespective of whether the
intellectual property developed is in relation to the business of the Franchisor.

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12.5 The Franchisee is allowed to use intellectual property not owned by the
Franchisor or the Franchisee for the purposes of fulfilling its obligations under
the Agreement.

13. BOILERPLATE PROVISIONS

13.1. Effective Date: This Agreement is brought into force as of December 1, 2021.

13.2. Dispute Resolution Clause: In case of any dispute arising out of or relating to this
Agreement, including torts and any questions regarding the existence, validity or
termination of this Agreement, the parties shall first attempt to resolve the dispute
amicably through negotiating in good faith in accordance with Clause 13.2.1 of this
Agreement. If the dispute is not resolved by negotiation within the time limit
provided in Clause 13.2.1.5 of this Agreement, then the parties shall attempt to settle
the dispute by mediation in accordance with Clause 13.2.2 of this Agreement.
Further, if the dispute is not resolved by mediation within the time limit provided in
Clause 13.2.2.5 of this Agreement then the parties shall refer and finally resolve such
dispute by arbitration in accordance with Clause 13.2.3 of this Agreement.

13.2.1 Negotiation:

13.2.1.1 In relation to any dispute mentioned in Clause 13.2 of this Agreement,

the aggrieved party shall send a notice of initiation of negotiation
proceedings to the other party 10 (ten) calendar days prior to the date of
starting of such proceedings.

13.2.1.2 Each party may appoint their representative for the negotiations and
shall inform the other party of the same through a written notice.

13.2.1.3 The venue for the negotiation will be Delhi unless otherwise mutually
decided by the parties.

13.2.1.4 Each party shall bear their own costs arising out of the negotiation
proceedings.

13.2.1.5 The parties must conclude the negotiations within 30 (thirty) calendar
days starting from the day after the notice period mentioned in Clause
13.2.1.1 of the Agreement. If they fail to do so, they may either choose to
continue negotiations for a further period as mutually decided upon by
them in writing or conclude the negotiation proceedings and proceed with
mediation in accordance with Clause 13.2.2 of this Agreement.

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 13.2.1.6 In case the negotiations fail even after the extended time period under
Clause 13.2.1.5 lapses, the parties shall proceed with mediation in
accordance with Clause 13.2.2 of this Agreement.

13.2.2 Mediation:

13.2.2.1 In relation to any dispute mentioned in Clause 13.2 of this Agreement,

the mediation proceedings will begin in 10 (ten) calendar days starting
from the day after the negotiation proceedings conclude.

13.2.2.2 The International Centre for Alternative Dispute Resolution, New

Delhi will appoint the mediator.

13.2.2.3 The venue for the mediation proceedings will be New Delhi, unless
otherwise mutually decided by the parties.

13.2.2.4 The parties shall bear the cost of such mediation proceedings equally.

13.2.2.5 The parties must conclude the mediation proceedings within 30 (thirty)
calendar days from the date of commencement of these proceedings as
under Clause 13.2.2.1 of this Agreement. If the parties fail to reach a
consensus within such time period, they may extend it for a further period
as mutually decide by them in writing or conclude the mediation
proceedings and proceed with arbitration in accordance with Clause
13.2.3 of the Agreement.

13.2.2.6 In the event of successful mediation, the parties agree to be bound by

the decree.

13.2.2.7 In case the mediation fails even after the extended time period under
Clause 13.2.2.5 lapses, the parties shall proceed with arbitration in
accordance with Clause 13.2.3 of this Agreement.

13.2.3 Arbitration:
13.2.3.1 The parties shall arbitrate all such disputes mentioned under Clause
13.2 of this Agreement that have not been resolved under Clauses 13.2.1
and 13.2.2 of this Agreement.

13.2.3.2 The arbitration will be subject to the rules of the International Centre
for Alternative Dispute Resolution and these rules are deemed to be
included in this clause by reference.

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 [13.2.3.3] The arbitrator shall be appointed by the International Centre for
Alternative Dispute Resolution in accordance with its rules.

13.2.3.3[13.2.3.4] The seat of arbitration will be New Delhi.

13.2.3.4[13.2.3.5] The venue of arbitration will be New Delhi unless the parties
mutually agree otherwise.

[13.2.3.6] The lLanguage of arbitration will be English.

13.2.3.5[13.2.3.7] The parties will bear the cost of the arbitration proceedings
equally.

13.2.3.6[13.2.3.8] The arbitration agreement will be governed by the laws of

India.

13.2.3.7[13.2.3.9] The award from these arbitration proceedings will be final and
binding upon the parties.

13.3 Choice of Law: The laws of India govern all matters arising out of and in relation
to this Agreement including torts, without regard to its conflict of laws principles.

13.4 Choice of Jurisdiction: Subject to Clause 13.2 of this Agreement, the Courts of
Delhi have exclusive jurisdiction over any disputes arising out of or in connection
with this Agreement.

13.5 Indemnity:
13.5.1 The Franchisee shall indemnify the Franchisor against all losses directly
arising out of any negligence or willful wrong of the Franchisee pertaining to
the Franchisee's obligations under this Agreement.

13.5.2 However, the Franchisor must provide the Franchisee with a notice of loss
within 10 (ten) days of such loss arising for the Franchisee's obligation under
Clause 13.5.1 to arise. If the Franchisor fails to provide such notice, the
Franchisee will not be obligated to indemnify the Franchisor for such loss.

13.5.3 The Franchisee is not obligated to indemnify the Franchisor for any loss
arising out of or in relation to any negligence or willful wrong of the
Franchisor pertaining to this Agreement.

13.5.4 In no event will the maximum liability of the Franchisee under this Clause
exceed INR 5,00,000/- (Rupees Five Lakhs Only).

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 13.5.5 The Franchisor shall indemnify and hold harmless the Franchisee against all
claims, loss, liabilities, damage, lawsuits, orders or judgements, including
attorney’s fees and costs for litigation, arising out of, related to, or in any way
connection with this Agreement.

13.5.6 This indemnity will continue for the full Term of this Agreement. In case the
Agreement is renewed as per Clause 4.2 of this Agreement, then the
indemnity will continue for the full period of the Second Term of this
Agreement.

13.6 Force Majeure: ICC Force Majeure Clause 2020 (Long Form) and paragraphs
1,2, and 3A of the ICC Hardship Clause are included in this clause by way of
reference, with the following changes:

13.6.1 for the purposes of this Agreement, in the ICC Force Majeure Clause 2020
(Long Form):
13.6.1.1 COVID – 19 will be excluded from paragraph 3 (e).

13.6.1.2 The term 'lockdowns' will be included in paragraph 3 (d).

13.6.1.3 The notice under paragraph 4 has to be provided in accordance with

Clause 14 of this Agreement.

13.6.1.4 The term 'without delay' in paragraphs 4 and 5 will be read to mean a
period of 3 (three) calendar days from the day the party invoking this
clause is affected by any event of circumstance as contemplated in
paragraph 1.

13.6.1.5 The notification under paragraph 6 must be given in the form of a notice
in accordance with Clause 14 of this Agreement. This notice must be
provided within 3 (three) calendar days.

14. NOTICES

14.1 All notices required under this Agreement must be in writing and must either be (i)
served personally; (ii) sent by certified or registered Indian Post, the party to be
charged with receipt thereof; or (iii) by electronic means, such as by the internet (e-
mail).

14.2 Notices served personally are effective immediately on delivery. Notices sent by
registered post shall be deemed to be effective from the calendar day it gets
delivered to the address of the party to whom it's addressed. Notices served through
electronic means will be effective from the calendar day on which it was sent.

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14.3 Any notices not in writing or delivered in any other manner than as contemplated
in this clause will not be considered valid for the purposes of this Agreement.

14.4 The contact information for the Franchisor will be:

Address - 880, Koramangala Road, Bengaluru, Karnataka 560034, India.
Email Id- eggersp.bangalore@gmail.com;

and the contact information for the Franchisee will be:

Address- B-233, Greater Kailash-1, W Block, Greater Kailash I, Greater
Kailash, New Delhi, Delhi 110048, India.
Email - sunilsharma@gmail.com.

14.5 The Franchisor or Franchisee may change their contact information for notice
pursuant to this clause by giving a written notice of such change to the other party
in the manner provided herein.

15. SIGNATURES

FRANCHISOR: FRANCHISEE:

__________________________ ___________________________
PAUL SMITH SUNIL SHARMA
(CEO, EGGERS PARADISE PVT LTD)
On behalf of EGGERS PARADISE PVT LTD

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