ea apes orale, S| wai, Co0O0dG 24 FEB 2022 & B-AE! ‘IC CLINIC ISE AGRE} : i BY AND BETWEEN a j M/s. FASHION TV LTD, AND Mrs. MANISHA MITTAL a9 ON= AE! LINICER, B EME. “This F~ AESTIIETIC CLINIC Franchise Aprsment (his “Agreement” is made and entered into en 21" day of Masch, 2022 ("Etictive Dave") a Mumbai el Bide um bat SUS IkR Tie BY AND BETWEEN . . why ds Rewer od cline M/s Fashion TV Led, x company having its zepistored fice at Akata Building 24 Castro De Steet, ae “Wicham Cay 1, Tortola BVI, and Licensee n0.1713231, by is Founder and Chaieman Me. Michel 7 “12s

9 1S this Agreement t 778 Le 2.5 ject to_dhe prosibions of clause below, upon the expiry of the iil petiod of 05 yeas — it FTV, shall, on request made by the Franchisee ia wating, renew the Franchise Apreemonrie Agent be pred for mason of soe: pando ae op onelfben tae eas 2.6 Request by te Franchises for the enews ofthe Fachise sal be oterened by ELV foe the same premises and forthe same an of operation ftom where dc Eeschises Tas Deca “Foing dhe business for the Gt or ongoing term of the Agreement A request ocskeoge ct premises and / or Tor a change in the toul area and 7 or for expat ‘pansion of total area for yusiness operation shall be dealt with and decided ciel than a request for only renewal ‘of the Franchise, However, in cise the Franchisee is cing any iffculty in operating form ‘the current premises, he may opt to chagge the premises within the same tesitory of Ludhiaaa af ininting de eons or changing he en a. Notwitistanding the giving off doe notice bythe Fancigrin accordance to theabove clase, FIV shall have the git vei e renewal if any ofthe along ae not complied with Lyte Pranchse. 2201 The Franchise has ou wou the inital Term propedly observed and performed alts oles ‘nd responsibiles and followed the Agreement but ot linited to ane[payomeat fo PTV in tents of the Agreement aad not at the egy ate bane of any och obigation ule te the Poanchivee sh ne fetes awl Gonitioe i Ne of wy — hapa wo FIV, witset Facevives and seavices ul the Franchised Fremont foe the sa extension un the tune pertt Noheeia oo the epi las Wot provents of the se 6 ewe pate owl whit the noice aay ean of renewal of the Agere was given Psat fo the ye slang #0 mene whictiwan de oF sg the eth Agemnet 27AThe Franchisee is to perfor at its own ep 2 7No ethan 38 day Ute the apy ifthe Fanless execs. No Oto _ Cerne in such 4 fen a EV my est slew anya asin of waecee satu agit PIV oe ay tater, eet ages enpljee of FTV ofan ey Franchisee of FTV. — — 2.76No er tan 2 dys vig the ex ais the Peanhise ad ay pon ened ‘ith Fenchise alo conceit the Mah, specif by FW sal hae Smpleed suck ening oe feel relevant and necesaty, SSS 5A This Agreement specifics the right and des of the Paves in eespe “Bashion TV” /"FTV"/*E ~ AESTHETIC CLINIC" in the Tesitony anys dow pacipes ofthe use ofthe equipment of Intell Property FTV tue mde weal Franchises forthe pupose ofthis Agceement, and delines the mode of paymnt by the Franchise t9 FIV, Sa 3.2.EIV hereby grants the Feanchiser during the Term andl any Renewal ‘Term thereafter (at Gefined below). and subject to the Insvdal Tete for The Opation of TV" /"PTV" /“P — AESTHETIC CLINIG” sttache heseto ms A being a inteyal pat hereof the non-exclusive ight and cease to we ithe Teron 32irTidaadks regitaed (or Wal for egauaton) ap tho lenar Trades oie for the benefit of FTY, further in Annexure C, eure C, 32.2:The I, insexptions,adversingslogons, symbols and drawings limited however to euaniag the “Fashion TV"/"FTW"/“F ~ AESTHETIC CLINIC” 323.The Know How; — 324.FTV hereby grants the Franchisee upon the Term and sny Renewal Term thereafter and subject to the Indvidial Terms for the Operon of “Fashion TV"/"PT"/p — AESTHETIC CLINIC” atuched hereto and being as integral pat hereof the Hone cxchisve right sod license to open F = AESTHETIC CLINIC (ig the Yerstory a eral menue As SERRE TSS a ould the Franchisee in the eoune of this Agreement intend to open aditional Hi Rowen aie ca eee enc atid] eA Qike - Gaby “Agseement. 325°The “Fashion TV*/"FTV"/“P ~ AESTHETIC CLINIC” shall_be_fuished, constructed, maintained and equipped with ate-gards ( the extent it does not contradict ‘with any govemment regulations and guidelines), decoration, and seting ia maaner acceptable ro FTV and consistent with the image of ather already operational “Fashion, TVW"/°TV*/“P — AESTHETIC CLINIC” established, Upon completion, the 7 SBishion TV"7"FTV" /*8 - AESTHETIC CLINIC? will be subject Poneminsreview/ and approval from the respective manager. Franchisee shall make its best effort to maximize the commercial tuccess of the “Pashion TV" /"FTV"/“F ~ AESTHETIC CLINIC’, ‘The Franchisee undertakes to conduct the business of running the APSTHETIC CLINIC under the name snd title a2 “Fashion TV"/"FTV"/F ~ AESTHETIC CLINIC” using the f in diamond device (a loge) of Fashion TV a: preseribed in Annexure C. 3:2.6.Franchisce's “Fashion TV" /"FTV"/“P ~ ABSTHETIC CLINIC” location 326.1, ‘The “Hashion TV" /"FTV"/“F ~ AESTHETIC CLINIC" locaticn of the Franchisee (hereinafter referred to as “Location”) shall be Sarabha Nagas, Ludhiana, Punjab - 141001, TT 3.262, Itis agreed thatthe Franchisee’s Location shall be stationas 32.63. _ FTV shall provide Franghisee with all necessary guidance, plas, know-how, and assistance related to the interior design of the establishment, the compotion ‘offs individual elements, the selection of goods, the sales development, the way of behavior, and other techniques affecting the overall value of the exterpase. (conpmos.enzcapen) ?? Cresson” “The pain herby ape tha thisAgrecnent shall come nn effect fom the dae on ws the condition vet ovtin ts Agrecment and as pec Annerute Are stated bythe Paneer | ata : cheaeit to the sausfaction of FTV (heeinafirtefered to a5 "Goman ada A ( Gorse fatthsexmuales tcrmintd ear in accondance ih las 3 of is Agere 42.The Franchisce hereby agrees thatt shall comply with all the conditions precedent including, ~ a= ‘but not inited to, setting up the entize uit a8 per the design and specification, producs Manpower, ttining, joining kt, bling stem ec. a8 instructed by PTV from tie wo Ene. “The Franchisee further ageees and underals to incu the Mateting and Promotional Cots a5 mentioned above inthis Agseemen 43.Tn the event the condition precedent is not filly complied with to the satisfaction oe sithin the wiped ie at may be peed by Rance in writing, FLV sl be eased to fotiwith texinae this Agreement without ay Ui of ey aatce ohare 5. mpnesmsrariGns ann waffanmies of te pares: S51, The Franchise epresens that it ase al FIVs reucements ws rgard the rang of “he "Fashion TV "PTV" /a¥ ~AESTHETTCCUNTO 52, The Franchisee sepresets that the signing and execution of : constitute infringement OF ay contactor agreement to which the Franchisee is 2 party, nor does it constitute infringement of any administrative or coust decision, 533. The Franchisee shall seek and obtain all necessary sanctions, approvals, Licenses, permits tegisteation ete. from the concemed Government Authorities, departments, corporations ete that may be required for the perfoumance of its obligations hereunder and it should be ‘maintained for the valid period of this Agreement. TT 54. The Faanchisee herby cepreent cat it dll ot cary any gal act oc mmc and incorrect business at the approved location 7 55. The Franchisee has leased the premises for the dud tal 10se_of operating “Fashion TWPETW"/“F ~ AESTHETIC CLINIC” at the Territory a8 ascribed in Annexure A “To this Agreement andis in the process of executing / registering the es5.6 FTV agrees that the Architect and Consultants shall he approved wut of new Franchise business ag per the designs, standard and specifications spproved by. Fv. SER ee a IY pd} ‘AESTHETIC CLINIG, on any other social Medi platform apart from dhe sights stated ia | al this Agresmen The Franchises sal do ad design and maintain the Unit outs and capex only sper the specications aad equrenens of FTV. 59. The Franchisee Hall Beir ll expenses Tea in ew of sting up the wn it cot, elgg cca per specieaign of FIV inching but atime o, he Hor pat yo . Tnieoe, design end mate, color ee. in degiog of the Unit and the infistocture “Felten? material iggtalled as per the specifications put forth by FTV. 5.10-qThe Franchisee shall bear all expenses relating to operational expenses, maintenance, feoluments of the uaining expenses, and any other expenses related to the of training shall be on the FTV payrol whereas the expense towards the hoarding and lodging of the trainers at Ludhiana shal ome by the Franchise, The travel costs of the tiers shall be borne by FTV, However, no extra fee would be paid Yo the taner rom the Franchise’ 5.11.The Franchisee shall be responsible for the cost of consumables like Water, sec Leads are telephone bill, or anyother papenseincyrediguing the unit under the scope of the {C = (Cloisters Ny Galea $:12°The Franchisee shalt al mes malas the units the highest degre of aitationbypene, lamme oP repais and cleanliness. The Fanchive hecbyagscs to make any edaiins,akemioas” | repairs and replacements as and when seqused or atthe ne Uat FTV tay sezsonabiy repre including, but not lied to such pesede repsining, equipment cepare and replicement of obolete signs, fuitse,Extrs, equipment, and oor coverings facing etpet aed ie) as FTV may cesonthly dre from ne to Se 5.15.The Franchise bal moun al tins te nteior and exter of the Unt in good ste of repsit and decorsion subject to went and tear of aonna we. Ia any tine, PIV is Festobly of the opiion tat the Faaehse i ot comptig with buch obigndon, FIV shall otf to the Franchise, the action i reais from the Franchises inorder tease compliance with such obligations. In echan event the Pancise sal tia own expen, comply with such requirements within thsty (0) days of receipt of uch aoc, the event 4 ay cf non-compliance onthe prt ofthe Fanchive win (30) day of reeipt of such not 9 eases age al seduce > C Sesuity Deposit provided bythe Fanchinee Beeurily es ei ee —— Pane Rd forth ppt of Pani Bao altar a Sone ane aE Igvemen Is hety ope! byte Pacino put op be Reka Tesolin Anscr Cote poe we Penton oe ee and every equipment, furniture, cutlery, crockery, glassware, aprons, uniforms, any other. , ‘accessories as informed by the Franchisor, sf oa . sad he Beene spre to esro be pone fob : Bape 5 op te pity th Racha ge tl of RSET ERT | a 4, the exclusive sex ale of FTV Cosmetics/£ branded cosmetics, beauty and AESTHETIC.ie 5.18.The Franchisee shall at allies during the subsistence of this Apreement, keep required ‘eumber of qualified and experienced staff atthe Unit for the Franchise Business, wherein, their roles and sesponsiiliies should bees defined by FEV and_their hpdcount, ‘qualifications, experience and profile should be Knowa and ay defined by Yin eave, any see ame sal be inmate TV in iy, oma oe at FIV to aang forthe ined employee iin jeans oF aa wed Pr FIV before the commencement of tig Fencive Basins athe Feaehisee' cot. a 520-The Franchisee hal offer for eee 7 pee tal fe by both de Pres. The Franchisee hl ony quote epics Toe uring he commencoment oT ase forthe 77 Dui bIP running of Frsachist Busnes : ee sal Tease ofany complains recived reading the quay of services ofthe unit, the Franchi shal offer a gui pevance eeles/ mechs bt incase of any ewtomerapprencing The court, the lability for any penalty imposed will jointly 2estwifh the Franchisee and FTV. Taine cin a ep aos nego iy of ere as doe wise of sch products which were not approved bythe FEV, FIV sal ot be apt of i Sak dns leg acon any manne: whatoeree= === 5.22°The Fandinee covenants wih PEP zal the promotional /adversing i be napend &y PAV aha reds bed honored de ence od a= nancial bandea by gtng Tacounts if ny willbe buns by the Eraachiee and FEV sall= — =D nae ——— ‘sai Tie Feanchsce ages to fils FTV wih de cope ofall instance poling sequed by this Agreameny ory less, or sch ober evidence of nuance coverage ay bse 20 The Fancies shall place the FTV log opon al leends, one, by eoies and alother documents an ieee we in conaedion wih the Franchize Busnes, a sych — anne ood place a opel by FV. 525.2 Franchisee shall ensure that it docs act, dizely ot indiecty, circumvent, canvass, \JO ne dod Le 7 waar peo FNS Pe satire a SH to mina genenl aby PTO ia Sant ESOT eal nd propery Garage cued Me eae csi il de cutucof be Panchied does reader s27-The Pnchine: wil provide iy (0 dye pie wien notice to FEV of any atc Te edoncaelLton ox epenon of ie poly andl fra FTV, anna iy eth cre oflruton oredr evidence requsedby FTV that uc nee coumien bee se by he Ranches hat PTV shale povided with ret lane elas the cee ie beach of the "Pasion TV" "FTV" /*?~ ARSTHETIC CLINIC" Suitable caer loins ene albesmned by he anche yall eat and expense rar tah be be by he Fanlse: NSO (New AESTHETIC CLINIC sin Mange) sal bese on he ead oer of Eaion En over loka Ree hon the ucla s pst munch ep athe AESTHETIC CLISIE tnd ca} on the spproml of te NSO the hunch of the Fashion Fonte oE-_ AESTHETIC CLINIC tall ake pace, Wheres, dg cost ova TheDSO sulle bome by theese peso sO seal bs beue SaaS 6 LICENSE —— G1.Dusing the Team of this Agreement and any Renewal Texm thereafter, FIV geants the Franchisee non-exclosive license, which may be tansfered only after obtaining the por Cae er for eihin ie Teron dents tne ume Sow How tnd other IF aights specified above inthe scOpe indispensable to reach the ais of this ‘Agreement. At the same time FTV shall usage to Franchiseg and give TYconsent to ute of the transferred Know How exclusively forthe purposes directly connected, ‘sith the tesization of this Agreement 62. CERTIEICATES, 7 Only once FTV has sfved she thee eeicntes her define below, Panchisee ay cary tut ie busines opetie thenghont this Ageement including operon ofthe Unt. Foe the purpore af eden: thee erties ate neces forthe opening of the “Fashion IVIETV"/"F ~ AESTHETIC CLINIC” apd al “Fashion TV°/°ETV"/"P = AESTHETIC CLINIC" seated busines ofthe Psetee “The License granted herein is dependent the Cenieates needed by Franchisee from FIV ‘hich ms be dj sgnedand proved by PIV at ach ge of busines ol aly. Certficatet: defines the Location Permit further in Annexure B_ | ‘ cae Ope A copy ofthe ease agreement must be provided to FTV within 10 (en) ys of is coming _ —_ into lfe— Lane spestect G3.Franchisee shall not make any public announcements and press releases oe any other marketing strategies unless Confirmed by FTV in wesng (emails allowed. 7. EIVDUTIES: ard pe tentthen sey ? 74. FIV shall upon the signing of this Agreement gnd upon written request) subrait De ewe nacht cops of a dscns ering i ean of 0 the ones a Dew isda gd-aerTaelechl Dopey eight beg Leeied oo thane qe 9 Teper Ps Ageenen te cop of wih st be eee 9g pt of ca arene ht 22° FEV ail ie te Fasc secon avi, ntnce 0 infomation a sacs bate ma wesument budget as wellas samples Tom any specific equipment required ede plans snd initia Ac a) by FIV for te running ofthe Unie fom sie to time Qrainte "©! 73, FTV shall provide support as if considers appropsiate, from time to time with management 9 (donee and alexiaistrative advice ia the conduct of the Peed Business pnd ach other advice a TOGEGES appropiate 10 promote the mutual Business interests of FTV and the” EE ow cles (IA he dry ofthe FTV to sad ie opinion ge et pal fo undentnad he ar: A) buses ten any and to make the AESTHETIC CLINIC aperstigns check realy, the ‘onrding and lodging costs at Ludhiana all be borne by the Franchise. — 1 8 -HISEE'S DI BA. The Franchisee undertak& fo conduct the business of running the unit in accordance with A the specifications as mentioned in Annexure A in conjunction with this Ay t. The Areas " inne \greement a ‘Franchisee agrees thar the Uni sall Be equipped and maintained jn compliance with this “Agreement The cost of the maintenance and equipmeat of the “Fashion neem yee’) ~ AESTHETIC CLINIC” shall be enttely home by the Franchisee, 82. "The Franchisee shall make ute of only those sofewate forthe puspose of biling which has been approved sad agreed by the Franchisox/Fushiow TV/FTV. ee #9: Tefen omens sven wih ndantaw NG agunat darnages in the Unit which may acsur tes comequence of fr, th ‘hh or busy and. @ Se oat eran ws ‘other damages caused by maturl forces, Termination of operation of the Frunchisse' Ce business as a result of the above events, Civil ibility damages resulcng from its professional Ass mayschinee fall give SSATP evtcce shat all payment under ceil pot he affected by damages in the “Fashion AESTHETIC CLINIC™ whch pa ocar avs consequence of 6 .. termination of the 0 prmens agent hie werner eA Renglery and any coher damages cused by carina for Fraschere’s Keane © events, loos caused by the Franchise’s The Frincheee undertites t Dee, 4; Si cin cae d the Franchisee Seahes to nutg hil pa (or the pupote of mulstng oa preoboal reat, ete Sa hunk party shal ake approval from the Franchis | tn/oe especove nasaer before taro any Hid of marketing and promotional 597 The Frinchisce ent accept only those products provided/approved by FTV. As there are |! chances of dapication of products and use of any pABduct which may cause harm to the ‘Sent and shall spol the brand sare in func. Therefore, in onde to sagan the beand ‘roe and sales, iis wih the best interest of the Franchisee as well a the Franchisor to use ‘he produce which are approved by FIV. SQ The Franchusee must acept any produce provided by suppliers contac S11 The Franchusee mst always heep a 100 oq, fof dedicated etal space shall be provided by the Franchisor as per the wil of the FEV forthe exclusive real sale Of FTV Cosmetes/P Branded coamenss cal. 8.12. The Franchisee mest muke discouats as per the polices of FTV on ll unit members upoa. showing of thei= up canis atthe Sontaf the Frachivee, Wany appleable 2a av ‘atte ped sh (aly peat ord pote Gee eee aan meee eet me heen pe gpa ee den tw | | S141. oats spore mt be recived by FTV bythe 07 of each month showing all net , So eee ee Ge | oe esate tua Netwvone fon ar ESP AESTHETC Ss es 8144, Net revenue fron’ eartance fey 8145. Net revenue from sponsor ‘ [816 Anyothergevenue generated AN 815. Copy of all ax declaration including income tx, withholding tax and any applicable tar, slong with all these documents shall be atached to the an pa ay sisieaen eee shal be sent to 7 Page | 10B16. _Copy ofall invoices received, avoices issued al the anneal and monthly statement gent ‘8.17, Compatison of monthly revenue with that of previous year, 8.171, ~ Report on all marketing scivities that have been executed during the previous quaster,_ 8.172. Planned marketing activities for the current and following quarter; 8173, Estimated net revenve per eategoty for the following 6 months; BATA. Repost on general Gaal and economic conditions in the Terstory. SPS oe Sac ene econo oodioos 1 Fanchiee mor mbit FTV: Mant and dig yin 2 ovo) mon os eae “possible after the inane bcpoat gem oy te ‘ofthe present Agreement(A copy of th Texte conta the exact mumber_of square meter and the durston ofthe Agreement te date when the Tal Unit stars; The exact dat of opening 30 days before the official openings Copies of tax and GST of any other applicable decaations that are fled and submited 8.19. The Franchisee accepts that FTV is ruanig by itself and through licensing to chied partion ‘ie sght to ran shops wader the ame “Fashion TV*/*FTV"/"F - AESTHETIC CLINIC”, herein refered to 38 “Unit — 820. FTV may at any time appoint, following the poe announcement of 5 (Eve) working days, onc ofits Managers to overview the opening andor the operation ofthe Unitin the Terstony “order to ensure that all necessary steps ace takea fr the successful operation of such Unit and that it operates based on FTV's sundards in terms of quality of service, quiliy of ‘products, image, experience of staf, ct. The Franchisee ill provide FTV management with ‘Vatcommodation at a four star hotel or comparable aparement for a pesiod up to 3 (tres) ‘months, i requested by the Franchisee to vst for any suppost. The Franchisee should also cover food and beverage expenses nd make avallable on request to FTV management a ‘small-size ear duting this period of FIV management vis 8.21" The Franchisee agrees 10 buy products solely fom the authorized distibutor approved by FIV/Fashion TV, in the teritory. It is agreed that using any product which is not ‘beforehand approved by FTV shall consttate a material beach ofthis Agreement. 822 All AESTHETIC CLINIC Products shall be boughtby the Franchisee authorized dstibutor {nthe Teritory. The Products shall be appropriately dsplayed (aa way that can be scea by the customers) in the Unit 9. »AIGNS: the Agreement and say Renewal Teer thereafter, FTV shall have the Cree and_exlosve ghty Tor the “Fashion— SAE oe er CCL og Ts ce || | ihe date and any other powtals as may come in existence in Use fate 9.2°-The Franchisee shall engage into matketng-and-promotional activities ofline anda cs, advertisements, marketing, promotional e¥a _All marketing snd promotional costs incutred by the Franchisee 4 ———eeeee ane atkeg and Promotoalactvises Tal for "Fashion =FE"/“P=AESTHETIC CLINIC” ints Terstoy. 93. FIV shall give the Franchisee necessary adeiee, assistance and information as regards basic plans and initial investment budget ss wel as samples from aay epecifc equipisent required > “by FIV for the running of the “Fashion TV"/"FTV" /*F — AESTHETIC CLINIC”, ‘which shall be used by the Franchisee as patterns for such equipment to an extent a= determined by the Franchisee own discretion. = ————— Wo ee10, MUMUNLIATION AND ROYALE 1: 101. The Mrenebives shoal), on retngy fut the geanatedt Sie Paras - Anas bw ene howe anal He 12. Prachive Press Upon the Act Pv ic Hehe 7g ee teu Of vo Li siete aw 10/03/a 1022, INIC5,06,0017- Fpees Five Lakin Siz Thanwand Only) inclasive oh GST paid Ma eve dno 29/09/2122 Vern chegu m pet Pee ena PT es i 0d. in TY ober off on deductions, Any debuicn son acon 9 he Fruhivee TR Te Jus pai d,s ail wus (ue 5 abi ae ci must reach ITV lank noone nd want be valle by dae ate ce pan accous perauis es Name Crane Ta Tabs) Bank + HDEC EAE = Tie Cana > ane Sane 7 Teann SOT A 86 DROITS Be ce 105. All payments such 9 Royshy Ves dul be ut rede wo FTV : elebuewement/ papas nll aa afer exvng oie Tram PFV in PVs nsec 3 sated abe Beth panes spe tha they wlooreig rte ay decton fot any hrs, unless he bet pty Ses gk defoatas A : itheerlang “eanser, unl there ay apo Oy The Fares ae Uy os 3061 the payments ave ot made win OF Gv) aps Ten thedue dat, FTY sseves the tet yh Ib [ee ea eee Spo tarsi ovat by very hs geet ete FV to oer ein timesloy, sal capaci, technical and adninitstive personnel ete-on Franchisees behale Should payinents reach ITV with adely of mone than 30 (htt) day, FTY wll not be to fulfill any of iy Tolman resin fom this Aggeement, Hower, all services ordered by Franchisee shal emsin payable and outstanding unt te full amount due vader Tis Appernent pally Pancha. 108 1V ay men he et ener whine ain se et) Fete, [I~ ini delay of payinent oy nore than 30 (ins dye aloe) Franchisee bas nokorB aot \| ling reuseacports ax detnved in above nie 8.11 nod its sub cases and/or Pagel2) m1, violation by Franchisee against any clauses of the Paragraph 14 Intellectual Propersy (0) ranchisce has not received approval tom respective manager for speci sles or actions, PTY will send such suspension novice to Franchise "The Agreement remains Tuspended und the delay of any point above is cure, in ease of fulure to rectify any acy. 10,10, __ FIV may request atany me dating the Term that one management person appointed by The Franchise come to FIV offce in Mumbai as nd when called upon to answzrall. “Tqusstions and bring all docurnents needed by PTV in order to check the nancial r the business under this Agieersent 107. FIV may request yearly audit reports foom the Franchisee. Costs related thereto will be covered by the Franchines —_— CONFIDENTIALITY 11.Non-Disclosure: The Pacchivee underotes tat shall gt all ines, mnin de “ntdertayof he Content a CaoR prvi dace te dnlge the ans Say SEPT aap wou oining exp or sien const of FLV. Is expres eed tha the Fanlise eal astute reasonable Teg and secusy ple fx equ pocein of Cone lafoanaton of FTV tod ae eatonable eo (isc is employes conrlunt tad wach CBE pono ‘Ta cts to FTV Conde efamaion roe ch Cone aformatio wth “aie equed degre of cre sd eatin and atl as, to mara and old cst, confidence FIV's Content Infrmason The oblgasons of th case shal vite, he |[ sm ot Agee epg of nr on ‘recnene 112.NomUse The Franchise wnderakes that it wil aot aay dine hereafter we oF done “any Conlidentia! Information, except (9 its professional atives and advisors, or (@ os may be equzed by or cy olor easton auton he tas tnd condone tr exineace ofthis Agremet ony buses en, mastet epson, information std/or satel concering the business or aflits of FTV which may have or may in the fue tome 1s knowledge The Pacchite dal ot we toy such Confident saat anf Tre pefomance of ts Apeemet or make ay announcement ting to ny Teen rf rma oan vanes non as ace mage. 113, Non-Compete The Fancise shal st dsing thee and cose of this Apesinent as ‘tated above a Cause 2.1 Five (5) yeu and for n Exend pio of ive (05) years shall not too: or moced TET SPP hay nd cans pono eas noohond Sa whether diecy or indirect or ass conslan or any mater which isin competion with or usual eee of FIV. Dung the nut for» pede ef Beast facie sal itr wi ay othe compet of FTV ox tp of FIV lent aay ater which comet wih tin compara wil he Penaited sss of wich in any manner, in FTV's view prejudicial co the interests of FTV, 114, Notfcation: The Franchisee agres to notify FTV promply in the event of any breach of its seeuty under conditions in which it wOold appear that the ConSdeatl Ioformaton ix ~ ‘compromised, prejudiced or exposed to lose 11.5. Public Anouncement: No announcements gr other disclonures or discussions conceming Qubetaced PR is geemen oa ac performed by he ates ia pursuance perms hero sal be made by” the Franchisee, except ag expliil Q awDepo ab dee ene 12, TRANSEE! JHTS AND DISPOSAL OF THE ENTERPRISE: 1241, The Fancher alli tranafec to third pares any dghts and duties under this Agreement ‘without FIVs prior waten consent, Neither bas it dhe sigh, without FTV's consent, 0 lease, pledge or dispose of them in any manner, irspectve of the mode of uch a disposal 122, Within 30 (iy) day from the date ofthe zecivng of the infbsmation about theftention _to dispore of the enterprise and feom the reciving of complete Ga oa tm of ale, Tndlding fll nformaton sbout the potential byer FIV all ake the dedsion whether to eo consent means that te Agreement Wl expire saltaacouly with the eale ofthe enterpsse. 123. Upon conchsion of the aprecsent for Tete FTV oF « Wied pany, al the sph and obligations resulting fom this Agreement cease to be binding and the Agreeguent shall stand texmiaated 124.Ta the case of Franchises death, banlaypty insolency or its permanent inailiy to ran te business, FTV, upon the Frachived'sequest shal seek cooperation wih a parines oF aj ia cg Pehl bc oi etre ipa | 125"The Franchisee may admit partner to their own partnership as and when they need it, but the at a ob inform to FIV on eae Ua i tog, 13, TERMINATION OF THIS AGREEMENT. 13.1. Except for reasons of Force Majeure, in the event of material breach bythe Franchisee hereto that if capable of remedy is not remedied within fiteen (15) days following receipt of written, “notice requiring such remedy within Efcen (15) days (the "Cure Period’), ETV shall be | DEM Mendon SEL Re np cmp ea nS ae win wren op et tee eee tr iy oc a opments compl pons ein & “qi ‘Notwithstanding the provisions of Secon 13.1 above, FTV may texminate this Agreement tr aay te fo are ith mame i td thos pe noses ie Bao ot Tgdeicn possi hae been MHI aor wie oon sdaaente ee hinds Gof i epyoktal oe the hl =a ebvual taf le ese rang of he Fann 133. Noridwding he pov f Secon 181 above FIV may emit hs Appement any ne for ner edn flee tnd wi plo soc 13. Pande sie Aveyond tp fore sgcnon of ay a Seon pandora wader CHEST: Kaw snd) lends oe See ioosm miciont ped fr th winogup ofthe Rance sees tered apes mbna prof he aes ofthe Peachns ood ee eae cise AS aan coe cee ae orn 1352.The Packet cue wo 15 (ee) asthe eons shown continent fests Sve pernt (Ys 08 1333 Pane feo open the eet Ust islet infame ast out ia Leer of Conan well it Apecnen, 1334, Francie flo mote han fen (1) bans ano anes wit payment da wo 7, 133 Fans commis atl rsh of is Apemen, 1336. Pramctcemates weaboedw o he Tdenats acre buns and nde ane “Fashion TV”/"FTV" /“F ~ AESTHETIC CLINIC”, FTV etc. 13.3.7. Franchisee ceases its “Fashion TV"/”FIV" /“F - AESTHETIC CLINIC” activities ets vaeo mange sora Dado opaon peed of nce sor) tos dy, 133.8.Franchisee fails to obtain the licenses equted for the operation of the “Fashtty /\Y~ ‘Tv" EV" /"P AESTHETIC CLINIC", 1330.Puncne sls mero fom td pes in ta “Pathon TV"/*ET VP AESTHETIC CLINIC" widout ef henge, Page [141.0. Franchisee breaches of the non compete suse set fot in his Aypeement 19.311. Franchise beaches the confident ase et for in his Appeement, ne ip clase wt fxth inthis Ap i fulfilled any uf the material obligations it has undertaken to fl ss within 15 (fifteen) business days such breach. Tv. ev any clauses of IP or Ownership 133319. Franhite challenges the vali of the Traderar, Uf iy Section 13 and in all other estes of a material breach 134.tn the eases vnder {| setiameons pj 6 any acer eg Jation to this Agreement or 1 any breach thereof, 1350ln the eases under this Section 13 and in all other eases of a material breach of this Agreement, FTV has the Aight aot to renew the Agreement of the Franchise, FTV has the night not to renew the Agreement of the Franchisees 14, INTELLECTUAL PROPERTY (IP) 144. The Products hereundr sa Tear the tademack "f, AESTHETIC CLINIC" or in case approved by FIV in wing, names ot designaio3® or copyights(atelleewal Property) onder which FTV or its progam is ientifed, Notwithwanding anything herein to the contary, FIV reseeves the right to change of toad otto cancel the Tntelecral Proper, in-whole ot in pat, without labiliy fo indemaienton to Franchite, fom time to ime by fiving written notice to Franchisee (emails allowed). Franchisee acknowledges that the Intellectual Propesty and any goodwill created ia connection with the Tntlleral Property shall be and retain the soe property of FIV. Notwithstanding the above, dig the tem ofthis Agreement, FTV wactans that al the Intellectual Propet sights requeed to exploit the licenses herein prnted to Franchisee willbe propety maintained and FTV shall represent and warrant thei alii, legly and ownership fp Me Panie aps nose evi FI wen op wit I} Sntelectual Property in any manner other than dizecied by FTV. Franchisee may noraddany word, chatacter, mark, design or device to the Intellectual Property or to the Fashion TV “raves ai product, unless special permed by FTVin wing in advance. STaef Facies rep Beast ney nthe Toned to ary ovtand protect he busines, it wl infos FIV Gereot in wing, FTV wild es brestto have sch Intellect! Property applied foro rested or protected, Al legal costs and fes involved with sch activites are to be bore by the Franchise. 1M. Francine shall not register any FTV Inenet domi, In cze ifthe Franchise wishes to use a website with IPTV domain name, ithas to request such from FTV. FTV may at its sole discretion grant Franchise to se & FTV domain owned and registered by FTV ifavalable, 145 Franchisee shall upon approval Eom respective manager only be ented to we the” TatellecanlPropety and any other ienifing means in the form used by FTV. Any dapation tothe needs ofthe Tetons wbjet othe proc waten approval of FIV from respetive manager, which will not be withheld unless a sgaiGeant and reasonable reson — ‘revals, Any adaptation will become dhe property of FTV. All costs in connection with the “fegiteaton and protetion of such adapted Inteectual Propety and/or other means identification will, for the duration of this Agreement, be on Franchisee’s account 14.46, Nothing herein contained shall be construed as the wansfer {rom FTV to Franchisee of any Tnteleztal Preity or any oer rights wel or embodied in or in connection witht Temas of FH als op, eye onde may we te Ince SS Property, forthe purpose of and to the extent, in FTV's opinion, rearonably necessary ethe contractual use, sale, advertisement and service of the Products in acconclance with this agreement 147.Franchisee may not wse nor reste, nther a8 0 domains, uadematks ofthe lke any trae names ot in Jimintion dhe Intellectual Property ony words characters, math design or dev Ta FIV opinion sre likey co be confused with the Nat ‘of FIV, 14.8 Farther Franchisce represents that neither it, nor its afilgtes or dineetor have in intend in the future to repsten ile for scgistation or in any other way atempt to obtain ~ademaris, logos, domain names or ther I? asiociated with FTV. 14. In case in dhe event of misuse of ny such Inelleetul Property of PTV by the Franchisee it_ \ a 15, TRAINING AND ASSISTANCE “L-—— "SI, FIV wilanstand pyr Racin ep hei taf ogo haa 1s pe the standaids of FTV and the process of the hiting ofthe said staff shall be done on. | Vos J Sosnuous basis FLV Fans shal be entevery3 months fom the date of operons om c + forthe purpose of tsining'which kal be onthe FTV payroll, whereas the expense rowan TOW JOSE SEiming ad loging of the tnnes Lane sal be borne bythe Pancho, 152. An nl ese eis propa sal be provided hy he Pei and sive by) FIV if quired an al senate’ degated Gal howd tend Wing a ected by FTV, JY “wh opin snd ecg ood we [ ',——enstomers serves wherein sch ising salle conde tthe place designated by FTV. “The Franchisee Shall bear all the taining expenses along with boarding, lodging and_ “Gavling charger on ats and mae sae Dat they are wel upped wi ase knowledge of tit operation of the Franchise Disness 153The Franchisee shall ensue that tie designated Sift gnd the respective employees tppoited forte pupose of the Fee Bases go logh eal round of iter gd tpprova fom spective manager of FTV and thereat, adhere to the quali and of FTV, ale handing the Franchise Servis. 9 1 ofthe mangos hal be the ene cerponhiliy of FTV, FTV shall be Hable to provide te Fancsee wih ie ined manpower tthe ou within 30 days icin the dy of such intimation of any requirement by te Franchise in wating mals 155-No employe tl be taken on the Franchise’ ay rolls ures hese bas completed the_ smandsory nt taining a dened by FIV. Even after sucesfl completion of tng the employer sal be tenon rolls only afer FTV's approval fom respective manage Feanchsee Unit o keep the employees updated of roch operafonal and Services practice ofthe Franchise Business. 156. Ieisagee tat FIV shill appoint and station a 02 (qe) manages level key pessoa tes, 01 (ome) hair lead and 01 (one) skin lead who shall be on the payroll of FTV and shall oreo the geal gpeations and maintrin the brand sandstds of toe AESTHETIC GLINICapd cepor the ume o FIV, he Franchisee acknowledges that he Franchi Slabune FIV on he of cay en ST ervies rendered by the ip peron/tea. 157. Allthe statutory provisions segasding statutory employment laws ete, must be followed by the Franchisee. In ease any employee of the Franchise meets with any unforunate ~Giuitance lke an secident dusig his/hee course of employment, the lability wil aly withthe Franchise and FIV will always be fice fiom any lblty of any sna aEe RECOUNTS SINAN Porharee thal agen a acer denials 1641. The Franchisee shall open an account exclusively for the operations of Franchise business sentioned hescin and the acess and EY unconditionally to ingpect the accounts of busingas, and there should be no other account ‘persed by Franchiree forthe franchised business. Incase if theres any change of Bank ox | account then the same shall be immediately notified to FTV immediatly, in ave the Franchise fale to notify FIV about any account being operted by Franchive, i shallbe a material breach under this Agreement and FIV shall have the sight to termite this Agreement with immediate effect without ay Bote peo. 162° The Franchisee should maintin the books of accounts exlusively forthe ene Franchise ‘business and should allow the access of the same as and when FTV demands 16.5-The Franchisee agrees to appoint an avditor to audit the accounts from time to time at the coit of the Franchises, Auditor should be approved by PTV. FTV may also appoint an aoditor to audit account, and Franchisee should have no objection to the same, 1, INVESTMENT AND EXPENSES 17.1. All iovestments required for setting vp the “Fashion TV” /"FTV"/“F ~ AESTHETIC CLINIC” shall be incurred by the Franchisee. 17.2 Franchisee should maintain the Books of accounts for every financial year. 17.3. All capital expense and operational expense sball be Franchisee's responsibilty, 17.4. Any creditor's amount payable dusiag the term end on termination of this agreement should always be the Franchisee's responsibilit — ~~ Eee pits to view the accounts should be 18. INSPECTION 18.1, The Franchisee shall permit Unit, personnel and ageats of FIV during normal hours of Dasiness to inspect and observe the Franchise Business locaton and the Services provided atthe Unit. 18.2. The Franchisee shall lso make avaiable to all the CCTV footages ag and when asked from the Franchisor/Fathion TV/FTV in ordes to Say ut proper inspection. 183. The Franchisee shall also provide the login credentials of the CCTV footage ofthe unit oulet with the Frunchisor —_—— anna 18.0,FTV aad its personnel and agents shall have the sight to inspect the unit, the books of sccounts, $2 accounting spetemeat the unit Sa 18.5,FEV reserves the night Tp the Unitas and when deemed appropriate FTV. FIV wil sinialy have the gts to check dhe operations axpecsandto see whether the Unit is being rug according to this Agreement or not 18, FTV shall have the ight to do mystery check as wells to inspect the unit any time ding the working hours ast may seem necessary. — 187 The Franchisee ell record, iavoice and seport cach and “eer to havea smooth ad ficient at ptm forthe Franchisor. ». . ee Ponce fen fe cay ou any caer buna th Location unde the “Taleanla] er PERT Ta cits fund ont tthe Franchise as Gir a FT al penalne he aocie ihn amovet er vilton aia ddd iy PSST SE ang Dd val, option and goodlin ~rmaet which hasbeen undervalued demesne and or/twried by teats ofthe Franchisee, “Whichever's hi Thigher, a8 liquidated damages. This liquidated damage has to be tendered by the gf such violtion. After the | Sel del, TV wl Bare ‘Agzeement without any Gusher dice and FTV wil impose an adkitional lite daiiages “Gmounting to Rs: 50,00,000/- (Rupecs Fifty Lacs Only) plus the aforesaid damages andl the. the date of payrsent-Ta the eave of w seca Twill ave the right to teri =| 7 Ae N21. NAI Franchisee shall be hound to pay the sme, without demut and protest. The Franchisee shall be liable to pay the aforesaid liquidted damages to FTV under any circumstance whatsoever, ‘which shall be deemed to be Franchisees admitted lability. The aforesaid liquidated damages js the admitted quantum of genuine pre-estimated and pre-assessed damages payable by the Branchisee to FTV, in ease of defsult by the Franchisee. The aforesaid liquidated damages ‘Franchisee is making use the sad premises to run a similar business with other brand name, the Franchisee shall be lable to pay for the above mentioned iquidated damages and shall also face5unt forthe material breach under this Agreement. 20.1. The Franchisee agrees to indemnify, defend, and hold harmless FTV ftom and against any loss, cost, or damage of any Find fincuding reasonable outside attorneys fos) tothe extent | “sing out of its breach of this Agreement, and/or its negligence or willfal misconduct casied dating the term of this Agreement which does aot Limit to termination of tis | ereement 202° Franchisee Bereby further indemaiies, hold harmless and undertakes to defend FTY, its hall not be deemed to be a penaly under any circumstance, The Pranchisce shall not oper similar vertical at the said premises with gther beand Meg aoa other brand name, fa case wit found that dhe promoters, dcectors, afte eis, emplogees ele against ay st any chi, damages, cost. | ‘expenses by « third pany, including, but not limited to, statutory authority(es), which may ! Be ineuted or suffered by any such party and which may aise oof or resale ome 20.2 Tatngement of any third party intellectual property nights by dhe Femehins 20.2.2. Taxes /charges/ceas/levies (interest ot penalties assessed thereon) against FTV that se obligation of Franchise= under the applicable hws oruy other nwa 2023. Any breach oF any waranties, obligations, covenants or agreement of Franchisee contained inthis Agreement 20.24. Any cain by goverameat regulators or agencies or Eines, penalties, sanctions or other remedies arising fom or in connection with Franchise’ file to comply wih is ‘regulatory / legal requirements and compliances. 20.25.Any claim on account of breach of eonidenity and secuty of data occuring 2s a self oF acts of omissions or commision of Franchisee, ts employecs or agent. — 20226-Any claim atsing on account of misuse ot negligent application, misuse of systems, failure to follow established procedure bythe Franchisee o: its employee or its agent 20.3. 1H Femdlsc fs pates/Azecors hereby vnequvoelyonderaietjoatyander eely indemnify, defend and agree to hold FTV including each and all promoters, directors, Unit, employees of FTV harmless agsinet cach and all losses, Lables, punitive measuzes, penalties, damages, claims, actions, proceedings, cost and expense, including reasonable attorney's fees and disbursements in connection therewith, asserted or claimed agaiast oF incured by FTV which may arise out of or result from ot payable on account of the Franchise fling to comply with the terms and coaditions as mentioned in this Agreemeat. 204. The Feanhte wndeaes to indenait 0d hold FTV inching exch and al promote, eon, employes hamlet nen, ls, danage ls, cine, meine pel anf oro Cate delor geen deem || lapse, fl, negligence, aud, misappropriation, ct. commined by employes, associate” partne, director, representative etc ofthe Franchise or the Franchisee, whether jointly oF sevecly. {EOF RELATIONSHIP Nothing in his Agreement shal be deemed to consis a parneship, joiae venture, agency “br erploymentreatonship berveen the Petes beret. eb specially ageed tat he Franchisee shall have no autkorry to bind or stake any representation or commizment behalf of FIV. There shall be oo lability oa the at FIV 207 person for any debts ‘incured by the Franchisee FR A Mes 18 hake eeey tivat, eth se ahs Agee why Age ate en 2 is iain this Av a a sealer iso ‘es Lorin cease A NOTICLS Vv ‘Any notice panna tot __asholelgenent ot xcut by ceed ot agitere alo sent Hy @ tee eat by elector aa with ac havletgonet ce [Al wotices aul ‘sr senate ay wiregiy Berger) Agel aye sal ben wring aa either deicete personally wer, nied eaulet or shal bee Sct orice shall be gent at the aktoss specified below VASTION TV WwrV wail dgunilminal@yalon.com hee eas weit Pty tay Torn the oer Paty. 24, ENTIRE AGREEMENT “This Agreement constitutes the cate aprecment Letween the Patis in teation tits subject- all) mesa apes lie eens vending weer onl o wsten vith bugerteden rite epeenenerta “feet chee an no rina heen sl eee wl ‘J reduced in witag and signed by ot on belulloTeach Panty, 25, SEVERADILILY. ‘any provision ofthis Ageeement or ptt thereof is rendered vod illegal 0 any reapeet wader any Tae, de waliiy, yay aad enforceability 0 shall no ican Way Be weet or inpaed tery. Tw wich Rregdhisbcows Caterina ai iepoiations to mead the rovvons ended void legal orenoreeble™ — Insel a Sap atx an amended provision, ici valid wd eal nd to ie madam extent pom canis out the orignal intent ofthe Paice as reflected herein with respect to the rmlteringuenion. 26. WAIYER No delay in exercising or omission to exercise any sight, power oF remedy accruing to cithee Daiy under this Agreement shall pie any Wah gh medy oF be consteved to iescence thereof, or sal Aeon o inaction of wagiescencé by either Pansy” pac any right power or remedy ofthe ether Paria respect le waiver or au ch dt 27, LORCEMAJEURE No failure or omission by cither Pasty to catty out or observe or perfortn any ofthe terms and congiionn of tha Agreennent (other than any payment obligation) shall give rise to any elim against sch Paty or be deemed breach ofthis Agreement, if ch failure or omission arises E iy, exlosion, Nod,This Agseement may be ee Leseof shal be deemed 22 Tonner Agrees - CE-— 30. DISPUTE RESOLUTION, GOVERNING LAW AND [URISDICTION cs 304.1 say dispate or Bi, fo . interpretation, ixpler ™ 1 302°The atbizano prod Lhe / be BBE Terex of ea bid wont Ea op P03. Ti acho? swaed da bess ln Gt ate cou ce Be 40.4, The provis + es phe i Craw — py grrness WHEREOE, THE PARTIES HAVE EXECUTED Tins AgaEEaeT As CETHE SCI os ae bind thei sespecsive Parry 0 th Sued aad Aewepied 7ANNEXUIUA w of he Agreement forthe Opera Saghion “Ly! POV V2" {= ANSTHISTIG CLINIC” Partculane jccment of operations til ual perio of (05) five yents otal Una of |~ AUSTLIETIC CLINIC ‘Approved Lov T= AUSTHETIC CLINIC Opening date ofthe | 8 Aga 2 bantu vs lela cuintc Gi wienihs fom the commencement oF opel Page | 21ANNEXURED CERTIFICATE 1 LOCATION PERMIT: 1. Franchisee has informed FTV of the Location of the “Fashion TV*/*FTV"/*F ~ AESTHETIC CLINIC” and provided pictures of the locaton, area and neighborhood, Franchisee has given FIV all necessary information of neighboring shops, AESTHETIC (CLINIC ee incoding peat and yout of t= 2. FTV was informed of the square meters and layout ofthe location 3. FTV has approved and accepted the Location defined hereunder. Location of “Fashion TV"/"FTV"/“F ~ AESTHETIC CLINI Punjab - 141001. ‘Teritory: Ludhiana wu Page | 22ANNEXURE Page | 23ANNEXURED [LEAVE AND LICENSE AGREEMENT Ay