THE

FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT ('Agreement') is made on _____________2023,

by and between:

Lifestyle Private Limited (Formerly known as Textiles Private Limited), a Private

Limited Company with its principal place of business at, Bengaluru, Karnataka-
560037, hereinafter referred to as the “Franchisor/ ” (which expression shall
unless it be repugnant to the context or meaning thereof be deemed to mean and
include their legal representatives administrators and assigns) of ONE PART;

And

….……………………… with its registered office/ place of business at

………………………………………… represented by …………………. its Authorised
Signatory (hereinafter referred to as the “Franchisee”) (which expression shall
whenever the context so requires or admits mean and include all its partners, its
successors, assigns etc.) of OTHER PART

WHEREAS, the Franchisor has developed and continues to develop a format,

system and plan for operation of retail stores featuring and offering for sale
trademarked premium lingerie products for women in accordance with the
Franchisor’s prescribed standards, specifications, policies and procedures under
the trademark, name and style of “®” which is ithe Franchisor’s registered
Trademark, (the “System”). The System includes without limitation the concept,
the logos, the trademarks, commercial announcements (slogans) and the
operating Methods, Procedures, Production;

WHEREAS, the Franchisor has developed the System through the expenditure of
time, money, and effort and has maintained high standards of quality and service
for operations in the System, as a result of which the System has acquired
valuable goodwill and a favourable reputation;

WHEREAS, the Franchisor identifies the System by certain Proprietary Marks

and Other Marks (hereinafter called the “Franchisor's Marks"). All the
Franchisor Marks are owned by the Franchisor;

WHEREAS, the Franchisee has applied for a franchise to operate an “®” retail
store utilizing and in conformity with Franchisor’s Winning Formula, business
method (including the 80/20 Store Operations Guide), format and system and the
Trade Marks, at one or more approved retail locations, and to distribute “®”
trade-marked lingerie at such approved retail locations within the Franchised
Territory set out below, and Franchisor has agreed to supply “®” trade-marked
 clothing and accessories and to grant such a franchise to Franchisee upon the
terms and conditions of this Agreement.

WHEREAS, in agreeing to grant the non-exclusive license under this Agreement

to Franchisee, the Franchisor is relying upon the business skill, financial capacity,
and character of Franchisee and its principals.

NOW, THEREFORE, the Parties hereto, based upon the representations made
above and in consideration of the mutual agreements herein contained, receipt of
which is hereby acknowledged, do hereby agree as follows:

1. DEFINITIONS
The following terms when used in this Agreement have the following meanings:
(a) “Accounting Period” means the fiscal accounting and reporting period required
by Franchisor.
(b)“Agreement(s)” means this Agreement and all schedules thereof and any
subsequent agreement in writing that amends or supplements this Agreement.
(c) “Applicable Law” means all laws, regulations, ordinances, rules, orders, decrees,
and requirements of any governmental authority having jurisdiction over the
Retail Store, Franchisee, or any of the agreements, or applicable to the filing,
registration, or approval of any of the agreements.
(d)“Approved Location” means the site described in “Annex A” to this Agreement.
(e) “Approvals” shall mean any permission or authorization , consent, license or
declaration of acquiescence given by any authority, whether under statute or
otherwise, in connection with opening and operating without interruption,
hindrance, stoppage, the business of the franchise outlet at and from the said
business premised in terms of this Agreement.
(f) “Business” shall mean the subject Franchise Retail business, operated at the
Approved Location using the System by the Franchisee.
(g)“Commercial Terms of Agreement” shall mean such terms as agreed between
the Parties and mentioned in Annex-B
(h)“Commencement Date” means the date of billing to customer through POS.
(i) “Control” (and any form thereof, such as “Controlling” or “Controlled”) means, for
any Person, the possession, directly or indirectly (through one or more
intermediaries), of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting interests, by
contract, or otherwise.
(j) “Effective Date” means the first day of commercial operations jointly recorded
by the Company and Franchisee.
(k) “ Products” means clothing and accessories which are acquired from or through ,
and which (i) display the Marks, or (ii) are distributed or sold under a system of
distribution or sale in which the use or display of the Marks is an integral part
thereof;
(l) “Franchise” means a business operated by a Franchisee which is engaged in the
retail sale of trademark products in the Territory or any part thereof.
(m) “Franchise Agreement” means an agreement between the Parties hereto
the subject matter of which relates to the acquisition or operation of a Franchise.
(n)“Franchise Retail Store” means the Retail Store set up on the Approved Location
for the Franchise.
(o) “Franchise deposit” means the sum of Rs. 7,00,000/- (Rupees Seven Lakhs
only) or such other sum as mutually agreed from time to time, which has been
provided by the Franchisee via cheque/NEFT No………………….
dated……………………….
(p)“Franchised Territory” means the same thing as “Territory”.
(q)“Franchisee” means the Franchisee under this Agreement as the
authorized retailer of Products at an Approved Retail Location.
(r) “Gross Sales” means, for a specified period, the gross sales of all Products
sold by Franchisee at an Approved Retail Location during that period less:

(i) Returns of Products at the Approved Retail Location during that

(s)
period,

(ii) refunds and allowances made by Franchisee at the Approved

Retail Location during that period,

(iii) store credits redeemed by Franchisee at the Approved Retail

Location during that period,

(iv) amounts received by Franchisee from the sale of gift certificates at

the Approved Retail Location during that period (it being
understood and agreed that the redemption of gift certificates will
be included as Gross Sales for the period in which they are
redeemed), and

(v) amounts collected by Franchisee at the Approved Retail Location

during that period on account of taxes;

(s) “Marks” means the trademarks, trade names and other commercial symbols
and related logos including the trade name “”, together with its variations and
such other trade names, trade-marks, symbols, logos, distinctive names, slogans,
service marks, certification marks, logo designs, insignia or otherwise which may
be designated by from time to time.
(t) MSRP” for Products means the prices, in Indian Rupees, published from time to
time by as the manufacturer’s suggested retail sale prices for those Products in
India.
(u)“Ownership Interest” means all forms of ownership of legal entities or property,
both legal and beneficial, voting and non-voting, including stock interests,
partnership interests, limited liability company membership or ownership
interests, joint tenancy interests, leasehold interests, proprietorship interests,
trust beneficiary interests, proxy interests, power-of-attorney interests, and all
options, warrants, and any other forms of interest evidencing ownership or
Control.
(v) “Trademarks” means the same thing as “Marks”.

1. TERM AND RENEWAL

1.1 Subject to any right of earlier termination as provided for herein, the initial term
of this Agreement shall be for a period of 5 five years (the “Initial Term”). The
Initial Term shall commence on the Commencement Date.

1.2 the Franchisee has taken on lease a premises at ……………………….…… more

fully described in Annexure A hereto and hereinafter referred to as the
‘Schedule Premises’ for the purpose of operating a retail showroom for sale of its
branded garments and accessories.

1.3 the Franchisee has further represented to the Franchisor as follows:

a. the Franchisor has been in lawful and uninterrupted possession of the
Schedule Premises for the entire duration of the Initial Term; and
b. the Franchisee has absolute and unfettered authority to enter into this
Agreement; and
c. the Schedule Premises is suitable for running for retail showroom and that
there is no impediment or imposition by any Law or authority for utilizing the
Schedule Premises for the aforesaid purpose; and
d. the Schedule Premises has been constructed in terms of the sanctioned
building plan complying with all mandates applicable for the construction of a
commercial Building; and
e. the Schedule Premises is structurally safe and habitable; and
f. the municipal taxes in respect of the Schedule Premises have been paid till
date to the concerned authorities; and
g. the Schedule Premises is free from all encumbrances, mortgages,
liens or any other charges of any nature whatsoever or rights or claims of any
other person/s; and
h. there are no proceedings, legal or otherwise pending in connection with the
Schedule Premises and that except the Franchisee no one else has possessory
right over the Schedule Premises; and
i. the Franchisee has not entered into any, oral or written, agreement with any
third person/party in respect of the Schedule Premises; and
j. the Franchisee has adequate resources in terms of finance, staff and all other
required resources for commencing and conducting the retail showroom in the
Schedule Premises; and
k. the Franchisee shall conduct the business of the Franchisor as provided
above exclusively in the Schedule Premises and it shall not part with possession
of the Scheduled Premises during the subsistence of this Agreement;

1.4 The Franchisor relying solely on the representations of the Franchisee has agreed
to authorize the Franchisee to do the business of selling the branded garments
and accessories of the Franchisor in the Schedule Premises as an agent of the
Franchisor in accordance with terms and conditions mutually agreed to between
the Parties; and the Parties are therefore desirous of reducing the terms of
business into writing as set out here below.

1.5 After the Initial Term the Franchisee may request the Franchisor to renew this
agreement with proof for the continued legal possession of the Scheduled
Premises as defined in Clause 1.3.
 1.6 The terms and conditions for renewal of this Agreement are as follows:
1.6.1 Franchisee shall notify Franchisor in writing at least six (6) months prior
to the expiry of the term that it wishes to exercise this option to renew.
1.6.2 Franchisee’s option to renew shall only be effective if at the time of its
exercise and at the time of commencement of the renewal term
Franchisee shall have fully complied with all of the material terms and
conditions of this Agreement.
1.6.3 in the event of non-compliance by Franchisee, if Franchisor shall
determine not to allow Franchisee to renew this Agreement, then
Franchisor shall notify Franchisee in writing setting forth Franchisor’s
reasons for non- renewal, and Franchisor shall give as much notice of
non-renewal to Franchisee as is reasonably practicable in the
circumstances.
1.6.4 Franchisee shall execute and deliver to Franchisor prior to the
commencement of the renewal term a new Franchise Agreement for the
renewal term in Franchisor’s then-current standard form, which may
include terms and conditions which differ from those contained in this
Agreement.
1.6.5 Franchisee shall carry out Franchisor’s reasonably required upgrading
and improvements to the franchised business in order to conform
with Franchisor’s then-current standards and specifications.

2. APPOINTMENT AND USE OF MARKS ON PRODUCTS AND AT STORES

2.1 Subject to any termination or non-renewal of this Agreement, and except as
otherwise provided in this Agreement, Franchisor appoints Franchisee, for
so long as this Agreement remains in effect, as a non-exclusive retailer of
Franchisor Products at one or more Approved Retail Locations in the
Territory.
2.2 Each Approved Retail Location to be established and operated by Franchisee
in the Territory must first be approved by Franchisor, such approval to be at
Franchisor’s discretion, and, except for the Approved Retail Location, shall be
the subject of a separate Franchise Agreement to be entered into between the
parties prior to its Scheduled Opening Date. Each such Franchise Agreement
will contain the same financial obligations of Franchisee, for each such
Approved Retail Location in the same amount as is set forth in this Agreement
and will otherwise contain substantially the same terms and conditions as are
set forth in this Franchise Agreement pertaining to the Approved Retail
Location. If for any reason the parties do not enter into a separate Franchise
Agreement, then the terms and conditions of this Franchise Agreement will
apply to each such Approved Retail Location, except that the Effective Date
will be read as thirty (30) days prior to the Scheduled Opening Date of such
Approved Retail Location; and the Commencement Date will be read as being
the same as the Scheduled Opening Date of such Approved Retail Location.
2.3 Each Approved Retail Location shall be constructed, developed, furnished,
 fixtured, equipped, set up and maintained by the Franchisee in accordance
with Franchisor’s standard sample plans, specifications, layout and design,
as provided by Franchisor to Franchisee. No changes shall be made unless
first approved in writing by Franchisor, such approval not to be
unreasonably withheld or delayed.
2.4 During the currency of this Agreement, but except as otherwise provided in
this Agreement, Franchisor shall permit Franchisee to hold itself out as an
authorized retailer of Franchisor Products at Approved Retail Locations.
2.5 Franchisee shall prepare and submit for Franchisor’s review and reasonable
approval a budget for the development and first year’s operations of each
Approved Retail Location, at the time of presenting each proposed retail
location to Franchisor for its approval. Franchisor will provide assistance to
Franchisee upon request, but only for the purposes of guidance. Franchisee
will be solely responsible to work with its own advisors in preparing and
finalizing such budgets.
2.6 If Franchisee wishes to relocate any existing Approved Retail Location to
another location due to:
2.6.1 unfavourable business conditions; or
2.6.2 a change in the nature or character of the area where the Approved
Retail Location is located; or
2.6.3 the Approved Retail Location is no longer adequate to support actual
or potential business volumes, then Franchisee shall submit a written
request to Franchisor requesting such permission and providing the
reasons for such request and Franchisor, acting reasonably, shall
consider and respond to any such request and shall notify Franchisee
in writing within thirty (30) days following receipt of such request of
its decision thereof.
2.7 The agency of Franchisee under this agreement is non-exclusive and the
Franchisor at its discretion may permit other third party/ ies to sell its
branded apparels and accessories. The Franchisee hereby undertakes not to
claim exclusivity on any ground whatsoever in respect of agency granted
hereunder.
2.8 Franchisee shall not use any Mark in association with any third-party
product or engage in the retail sale of any third-party product at an Approved
Retail Location unless such product is a Franchisor Product. Where
Franchisee wishes to obtain the approval of Franchisor for the sale of a
third-party product as a Franchisor Product, it shall submit a request in
writing or by electronic mail to Franchisor and shall provide Franchisor with
one (1) sample of such proposed product and, where applicable, a colour
scheme for such proposed product. Franchisor shall advise Franchisee in
writing or by electronic mail of its acceptance or rejection of such request
within a reasonable time, provided that if Franchisee has not been so
advised within thirty (30) days of making its request, then such request shall
be deemed to have been rejected by Franchisor. Franchisor shall act
reasonably in making any such determination and where it elects to reject
 any such request it shall advise Franchisee of its reasons for doing so.
2.9 Franchisor will refer leads from prospective retail customers in the Territory
to Franchisee, or upon the establishment of additional retail locations, to the
retail location which is closest to the prospective retail customer’s place of
residence.
2.10 Franchisee shall not solicit or fill any orders from prospective wholesale or
retail customers located outside the Territory, provided that nothing in this
paragraph shall prevent Franchisee from selling Products at an Approved
Retail Location to customers resident outside the Territory.

3. RESERVATION OF RIGHTS TO FRANCHISOR

3.1 Franchisor may also acquire, develop, operate, licence and franchise other
types of retail locations which may involve the distribution and sale of
similar products and services but which operate under different trademarks
and which may be located anywhere including nearby to the Approved Retail
Locations and within the Franchised Territory.
3.2 Franchisor may go public, or be acquired by or merge with a competing
business which may involve the distribution and sale of similar products and
services under different trademarks and which may have locations anywhere
including nearby to the Approved Retail Locations and within the Franchised
Territory, and Franchisor shall incur no liability to Franchisee in connection
therewith.
3.3 Notwithstanding any other provision of this Agreement, Franchisor may itself
or through an affiliate acquire, develop, operate, licence or franchise any form
of business anywhere which is not specifically granted, franchised and
licensed to Franchisee under this Agreement; and it may do so under the
same, a similar or a different trade-mark; and any such form of business may
be competitive with the franchised business but operate under a different
trade-mark; and if any such business uses the same or a similar trade-mark,
Franchisor will act in a commercially reasonable manner in the exercise of
such rights and will endeavour through such use of the same or a similar trade
mark to enhance the overall public recognition and goodwill thereof, and
Franchisor shall incur no liability to Franchisee in connection therewith.

4. TRAINING OF FRANCHISEE
4.1 Franchisor shall furnish Franchisee and the management personnel, if any,
proposed to be employed by Franchisee in the franchised business with initial
training in respect of the operation of franchised business. The training shall
be given in a phased manner at a location designated by Franchisor. The
Schedule for such training will be determined by the Franchisor and
conveyed to the Franchisee seven days in advance The Franchisee shall
thereafter make available their personnel who are to undergo training
according to the schedule shared by the franchisor. The Franchisor will pay
no compensation for any services performed by trainees during such training
and all expenses incurred by Franchisee or the trainees in connection with
 such training shall be at the account of the Franchisee.
4.2 Franchisee and each manager, if any, of the franchised business shall
satisfactorily complete such training prior to the commencement of the
franchised business, or in the case of a new manager, prior to or immediately
upon and after taking charge, unless waived by Franchisor in its discretion
by reason of such person’s prior training and experience or by reason of
Franchisee’s ability to satisfactorily train its management personnel.
Franchisee shall advise Franchisor of its proposed operational structure and
personnel prior to the commencement of business.
4.3 The Franchisor will determine and advise Franchisee as to which personnel
will require training. Franchisor may require retraining of any personnel at
any time based upon performance. Franchisor may specify additional
training which may be mandatory at any time due to system upgrades or
changes. Franchisee acknowledges that Franchisor’s training programs and
materials are proprietary confidential information forming part of the
Franchisor’s system.
4.4 If additional assistance or training over and above that normally furnished
by Franchisor is required or requested by Franchisee at any time,
Franchisor and Franchisee shall discuss and reasonably agree upon what is
required and Franchisor will furnish such additional assistance or training
at a cost determined by the Franchisor, whereupon it reserves the right to
charge a reasonable standard fee and its reasonable expenses incurred in
providing such additional assistance or training.
4.5 Franchisee acknowledges to implement and follow Franchisor’s SOPs and
other guidelines at its Approved Retail Locations.

5. PRICING, ORDERING AND PAYMENT

5.1 Franchisee will provide Franchisor with rolling forecast of its requirement
for Franchisor Products at least six (6) months in advance of the desired
delivery date 12 months post start of sales from the Scheduled Premises.
5.2 All payments (where not directly received by the Franchisor) will be made to
the Franchisor vide the RTGC/NEFT based on the next working day to the
designated account of the Franchisor details of which are mentioned in
Annexure D.
5.3 The Franchisor reserves the right depending upon the payment cycle of the
Franchisee and its ability grow the Franchise whether to invoke its option to
seek a Top up deposit to see return on the Franchise.
5.4 The Franchisee can accept cash and if it desires to have a cash safe the same
can be procured by the Franchisee at its own cost.
5.5 The Franchisee will have a bill specimen display stand to be displayed by the
Franchise at an appropriate place as suggested by the Franchisor.

6. TITLE, RISK OF LOSS, WARRANTY AND LIABILITY

6.1 As the Franchisor is the custodian of the stocks, so any stock difference or
 shrinkage will be borne by the Franchisee at 70% of the MRP value of the
product. The Franchisee will also bear any and all discounts given to
customers without proper authorisation from the Franchisor.
6.2 Franchisor warrants to Franchisee that:
6.2.1 all Products supplied by Franchisor under this Agreement will be
delivered to Franchisee free and clear of all liens, claims and
encumbrances whatsoever;
6.2.2 all Products supplied by Franchisor under this Agreement will
conform to Franchisor’s specifications and shall be free from any
latent defects in materials or workmanship; and
6.2.3 upon delivery to the Franchisee, all Products shall be free from patent
defects in materials or workmanship.
6.3 Unless Franchisee notifies Franchisor in writing of some defect or deficiency
in any Product within 30 days of Franchisee’s receipt of such Product,
Franchisee will be deemed to have accepted the Product despite any patent
defects. Acceptance shall not affect Franchisor’s warranty regarding
conformity with specifications and latent defects.
6.4 FRANCHISEE EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING
FRANCHISOR WARRANTY SHALL EXPIRE AND SHALL NOT APPLY TO ANY
DEFECT, FAILURE OR NON-CONFORMITY WITH SPECIFICATIONS CAUSED BY
OR RESULTING FROM ANY ERROR OR DEFAULT OF FRANCHISEE, OR ANY
INCOMPATIBILITY OF THE PRODUCTS, OR ANY PRODUCTS WHICH ARE
DAMAGED OR MODIFIED IN ANY WAY AS A RESULT OF ANY ACCIDENT,
NEGLIGENCE, USE IN ANY APPLICATION OTHER THAN THAT FOR WHICH IT
WAS ORIGINALLY DESIGNED OR INTENDED, MODIFICATIONS, REWORK,
REPAIRS OR ADAPTATIONS BY ANYONE OTHER THAN FRANCHISOR, OR BY
OTHER CAUSES UNRELATED TO WORKMANSHIP OF FRANCHISOR OR
FRANCHISOR SUPPLIERS OR SUBCONTRACTORS.
6.5 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE,
FRANCHISOR DOES NOT OFFER AND FRANCHISEE SPECIFICALLY WAIVES
ANY OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES,
STATUTORY OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED CONDITION, REPRESENTATION OR WARRANTY
OF DURABILITY, COMPATIBILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE SYSTEM, THE
SPECIFICATIONS OR ANY PRODUCTS SUPPLIED HEREUNDER.
6.6 FRANCHISEE SHALL NOT IN ANY EVENT BE ENTITLED TO RECOVER ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
NATURE INCLUDING, BUT NOT BEING LIMITED TO, LOSS OF PROFIT,
PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD COSTS OR
INJURY TO REPUTATION. FRANCHISOR’S CUMULATIVE LIABILITY TO
FRANCHISEE FOR ANY AND ALL CLAIMS WHATSOEVER SHALL NOT
EXCEED THE PURCHASE PRICE PAID FOR ORDERED PRODUCTS,
IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT,
TORT, WARRANTY OR OTHERWISE.
 6.7 All customer returns shall be to Franchisee’s business premises. Repairs or
replacement of defective Products shall be at the sole discretion of
Franchisor.

7. LICENSE AND USE OF MARKS

7.1 Subject to any termination or non-renewal of this Agreement, Franchisor
grants to Franchisee for so long as this Agreement remains in effect a non-
exclusive right and license to use and display the Marks in and only in the
manner contemplated by this Agreement in connection with the
merchandising, marketing, advertising, distribution and sale of Franchisor
Products at and from Approved Retail Locations in the Territory, subject to
such other grants of Franchises or Licenses to Third Parties in the Territory as
are made in accordance with and as contemplated by this Agreement.
7.2 Except as provided for in this Agreement, Franchisee shall have no right to
use or display the Marks or to grant any rights to use or display the Marks
to any third party without the prior written agreement of Franchisor.
7.3 Franchisee will acknowledge by public notice at each Approved Retail
Location that its use and display of the Marks is a licensed use and that the
owner of the Marks is Franchisor. Franchisee acknowledges that Franchisor
has the right to exercise direct or indirect control of the character and quality
of the Products, and of the retail services which Franchisee offers in
association with the Marks at Approved Retail Locations.
7.4 Franchisee shall use the Marks only in their exact form and not in
combination with any other trade-mark or trade name not owned by
Franchisor and only in such media and as otherwise prescribed or approved
by Franchisor from time to time.

8. OTHER OBLIGATIONS OF FRANCHISEE

8.1 Franchisee will exercise its reasonable best efforts to advertise and
promote the sale and distribution of Franchisor’s Products throughout the
Territory.
8.2 The Franchisee understands that the Franchisor makes stock corrections
on seasons being Autumn -Winter and Spring-Summer. The Franchisee will
reach out to the Franchisor before each season to understand this process
and correct the same in line with the SOPs of the Franchisor per season.
The season dates will be intimated by the Franchisor to the Franchisee in
the beginning of the financial year.
8.3 Franchisee further agrees:
8.3.1 to ensure that Franchisor Products are distributed and Products are
sold and Approved Retail Locations are operated in compliance with
applicable local laws;
8.3.2 to take all steps that are reasonably necessary to prevent Products
from being sold or distributed outside of the Territory or at
unapproved locations by or through the actions of Franchisee.
8.3.3 to maintain the cleanliness, condition and appearance of each
Approved Retail Location.
8.3.4 not to make any structural changes to the Schedule Premises and shall
also not alter, modify, or change the interiors in the Scheduled
Premises unless permitted or approved by the Franchisor.
8.3.5 to maintain an adequate inventory of Products and sufficient staff to
satisfy and properly service customer demand.
8.3.6 to refrain from conducting any business other than the franchised
business at each Approved Retail Location.
8.3.7 not to claim or demand discount on Schedule Products sold in the
Approved Retail Location.
8.3.8 to refrain from contesting or assisting any other party in contesting
Franchisor’s rights in the Marks.
8.3.9 to clearly indicate its own name to the public and to all third parties
with whom it deals in the operation of the franchised business, in order
to clearly indicate that Franchisee is the independent owner and
operator of its business;
8.3.10 to refrain from using the names Franchisor or Franchisor or any
confusingly-similar name as part of the corporate name of Franchisee
in the event of any change of its name;
8.3.11 to refrain from using the names Franchisor or Franchisor or any
confusingly-similar name as part of any uniform resource locator,
Internet domain name, electronic mail address, website name or search
engine metatag or keyword of Franchisee without the prior written
approval of Franchisor;
8.3.12 to refrain from using the Marks in association with any business other
than the franchised business, and all goodwill accruing to all uses of the
Marks shall accrue to Franchisor as the owner thereof;
8.3.13 to refrain from acting or assisting any other party in acting in
derogation of the Marks or so as to depreciate the value of the goodwill
therein;
8.3.14 to refrain from contesting or assisting any other party in contesting
Franchisor’s control over the Internet domain name of Franchisor and
the uniform resource locator and Internet website connected to it, and
Franchisee acknowledges that offering a uniform image and format and
uniform procedures and systems, and including on the Internet,
8.3.15 to refrain from registering its own Internet domain name or uniform
resource locator for the franchised business or otherwise conducting
its own separate Internet marketing or electronic commerce, and
Franchisee shall only establish its Internet website for the franchised
business so that it can be accessed only by first going through
Franchisor’s Internet website;
8.3.16 to refrain from using or continuing to use any design or contents of any
Internet website associated with the franchised business which is not
first approved by Franchisor, and Franchisee agrees to remove or cause
the removal forthwith of all designs or contents disapproved by
Franchisor;
8.3.17 to refrain from any use, such as by linking or framing, of any Internet
website associated with the franchised business, with any other
 Internet website or business or in association with any other trade-
mark not owned or controlled by Franchisor;
8.3.18 to refrain from any use on its Internet website of any advertising or
other materials of or coming from a third party without the prior
written approval of Franchisor.
8.3.19 to use Franchisor’s required forms and privacy statements and adhere
to Franchisor’s policies and procedures in the franchised business
regarding collection, disclosure, use and retention of personal
information and of data from time to time, in order to obtain all
required permission from all required parties regarding such
collection, disclosure, use and retention of personal information and
data in accordance with applicable law;
8.3.20 to sell only Products at the Approved Retail Locations, except as may
otherwise be authorized in writing by Franchisor from time to time,
and Franchisee agrees to use all commercially reasonable best efforts
to cause the Gross Sales at each Approved Retail Location to consist of
one hundred percent (100%) Franchisor Products;
8.3.21 to use in, but only in, the franchised business all those items of
packaging such as bags and boxes, decals, and such other forms,
materials and supplies which are labelled or imprinted with the Marks,
and Franchisor warrants that it does not and will not profit unfairly
from Franchisee’s use of such items through the receipt of hidden
rebates, discounts or other allowances from such designated or
approved suppliers;
8.3.22 to be responsible for all of its own advertising and marketing within
the Territory at its own expense, and to submit all of its proposed
advertising methods and materials to Franchisor for its reasonable
written approval prior to use, such approval not to be unreasonably
withheld or delayed, provided that Franchisor shall have the right to
require changes to ensure consistency with its image and branding, and
to provide monthly advertising reports to Franchisor within fifteen
(15) days of the end of each month consisting of copies of all of its
advertising during each such month including details of all places
where such advertising appeared and the number of times it was
repeated, in such form and detail as shall be reasonably required from
time to time by Franchisor, and to refrain from using any advertising
methods or materials not provided or first approved in writing by
Franchisor;
8.3.23 to meet with Franchisor or its personnel, together with the principals
and store managers of Franchisee, at least two (2) times per calendar
year in the Territory, for the purposes of discussing product design and
requirements, providing or discussing any required additional training
and providing any required general assistance to Franchisee;
8.3.24 Customer Complaints and Notices:
- If the Franchisee receives any compliant from any customer
in relation to the Scheduled Products, it shall immediately
inform the Franchisor of such complaint. The Franchisee
shall not take any action or do any act in relation to such
complaint unless instructed by the Franchisor in writing.
 - If the Franchisee receives any legal notice, show cause
notice, summon, notice of attachment,
warrant, or any communication from
judicial, quasi-judicial authority or any other
authority or individual, that is addressed to the Franchisor,
the Franchisee shall forthwith forward such notices,
communications, etc, to the Franchisor.
8.3.25 Renovation: The Franchisee shall, at its own cost, renovate the
interiors of the Schedule Premises as per requirements of and
to the satisfaction of the Franchisor at the end of every 5 years.
If the business requires renovation of the Approved Retail
Location before the expiry of the stipulated period, and the
Franchisor requires the Franchisee to effect renovation, the
Franchisee shall do so in accordance with terms mutually
agreed to between the Parties.
8.3.26 Performance Review: The Franchisee agrees that the
Franchisor shall be entitled to conduct review of business
and service levels from time to time and recommend
appropriate measures for improvement. The Franchisee
shall diligently adhere and implement such recommendations.
8.3.27 Insurance: The Franchisee shall at its own cost, insure the
following and furnish the copy of the Policy to the Franchisor:
– Interiors and infrastructure invested by the Franchisee; and
- shall obtain public liability insurance in respect of the
Approved Retail Location.
In the event of any damage to the stock on account of fire, riot
etc., the Franchisee shall provide the Franchisor with all
necessary information and documents to enable the Franchisor
to claim the insurance in respect of Stocks. However, the
damage to the stock on account of fire, riot etc., if attributable to
the any action or inaction or negligence on the part of the
Franchisee or its representatives/ agents then the Franchisee
shall be liable to keep the Franchisor fully indemnified in
connection therewith.
8.3.28 That the Franchisor shall not take back the Stocks due to poor
maintenance of warehousing by the Franchisee or any damages
in packaging of the Stocks. Such stocks will be debited to the
Franchisee’s account at 70% of the MRP value.
8.3.29 Franchisee shall duly and promptly pay the owner of the
Schedule Premises rents and other charges and keep the lease
subsisting and valid and ensure that the Schedule Premises is
always available for running of the Retail Outlet.
8.3.30 Staff: The Franchisee shall, at its own cost, appoint competent
staff in the Approved Retail Location, to the satisfaction of the
Franchisor. Further, the Franchise shall pay the remuneration
to the Staff so appointed in accordance with the guidelines of
the Franchisor.
 8.3.31 Infrastructure: The Franchisee shall set up required
infrastructure, including but not limited to, air-conditioners,
telephone, fax, internet, generator and other required facilities
for the operation of the business from the Approved Retail
Location as specified by the Franchisor.
8.3.32 Legal compliance: The Franchisee shall obtain and display
necessary license, permissions, approvals, or abstracts
contemplated under all applicable and prevailing laws
including but not limited to trade license, fire license, etc., in the
Approved Retail Location at the cost of the Franchisee.
8.3.33 Adherence to applicable law including labour compliances: The
Franchisee shall diligently comply with all applicable laws,
rules and regulations that may be applicable in connection with
t commencement and operation of business by the Franchisee
in the Approved Retail Location. Further, the Franchisee shall
comply with all labour laws, applicable from to time, and the
Franchisor shall not be held responsible for any non-
compliance on the part of Franchisee. If the Franchisor is held
liable on account of breach of this clause by the Franchisee, the
Franchisee shall rectify such liability at its own cost and shall
indemnify and keep indemnified Franchisor for any loss, claims
and damages suffered by the Franchisor in this regard.

9. SUBSTANDARD ITEMS
In order to maintain quality, standardization, uniformity and consistency
among all Franchisee retail stores, Franchisor reserves the right to require the
Franchisee to remove from use or sale at the Approved Retail Locations any
items of equipment, supplies or products that do not conform to Franchisor’s
specifications and quality control standards upon ten (10) days’ written notice
to that effect.

10. INVESTMENT
10.1The Franchisee shall invest at its own cost on interiors (“Interiors”)
including but not limited to civil, electrical, interiors, partitioning, tiling,
façade, signage work, air conditioning equipment, as per the specifications
provided by the Franchisor.
10.2The Franchisor shall invest in the following items:
 Computer hardware, printer, scanner and billing software;
 Furniture and Fixture;
 Mannequins and bodyforms;
 Sound system;
 Signage lettering and lollipop;
 Light fixtures.
and shall recover the cost of its investment over 60 installments plus GST, as
applicable time to time, from Franchisee. The capex recovery amount will be
 added to the agreement as addendum.

11. PRICING & DEPOSIT

11.1The Franchisee shall sell the Schedule Products in the Approved Retail Location
at the MRP (Maximum Retail Prices) indicated on the price tags of the Schedule
Products except instructed otherwise by the Franchisor in writing. The
Franchisee shall offer discounts in accordance with the prior written
instructions of the Franchisor. The Franchisee shall maintain proper
documentation as prescribed by the Franchisor, from time to time, regarding
the discounts allowed to any employee of the Franchisor. Where Franchisor
may conduct advertising from time to time for the Franchisor system or for
specified locations which include the Approved Retail Locations, which refers
to exact retail prices, or where Franchisor may enter into national, regional or
multiple location accounts from time to time for the provision of services or the
sale of products which may involve Franchisee and which include pre-
determined prices, such prices shall be deemed to be maximum prices
designated by Franchisor for the specific items or services which shall be
binding on Franchisee for the duration of the ad or the period referred to in the
ad, or for the duration of the pre-determined price arrangement, and
Franchisee in such instances shall be restricted from selling above (but not
below) the advertised or pre-determined prices during such periods.

11.2The Franchisee shall upon being awarded a Franchise outlet shall provide an
initial deposit of Rs. 7,00,000/- (Rupees Seven Lakhs only) or as mutually
agreed from time to time, which shall bear an interest of 7% p.a. Interest shall
be credited to the Franchisee account.

12.TAXES:
12.1Franchisee must promptly pay when due all Taxes ed or assessed by any Tax
authority relating to the Franchise, Franchisee, this Agreement, any other
agreement or in connection with operating the Franchise. If any amount to be
paid or reimbursed under this Agreement to Franchisor, or any of its Affiliates,
is subject to any deductions or withholdings for any present or future Taxes
relating to the Franchise, and to the extent Applicable Law requires such
amounts to be withheld and paid by Franchisee directly to a governmental
authority, then Franchisee must account for and pay such deductions or
withholdings promptly and will provide to Franchisor receipts or other proof of
such payments upon receipt.
12.2The Franchisor shall register under its own name the Approved Retail Location
being as sales and stock point under GST laws with the appropriate authority.

13.NON-COMPETE AND NON-SOLICITATION

13.1Franchisee acknowledges that the Franchisor shall or may in reliance of this

Agreement provide Franchisee access to trade secrets, clients, and other
confidential data and that the provisions of this Agreement are reasonably
 necessary to protect Franchisor and its good will. Franchisee agrees to retain
said information as confidential and not to use said information on his or her
own behalf or disclose same to any third party.

13.1.1 During the term of this Agreement and for a period of two (2) years
after the expiration or the early termination of this Agreement,
Franchisee will not directly or indirectly, for himself or on behalf of any
other person, partnership, company, corporation or other entity, solicit
or attempt to solicit, for any purpose whatsoever,
(a) any Personnel of the Franchisor; or
(b) any approved vendor/supplier of the Franchisor; or
(c) any person or entity who is or has been a Client of the Franchisor
prior to early termination or expiration of this Agreement; or
(d) any person or entity the Franchisor has targeted and contacted
prior to early termination or expiration of this Agreement for the
purpose of establishing a customer relationship.

13.2Franchisee acknowledges that transfer of any of its interest in the Franchise to

a Competitor of the Franchisor will jeopardise Franchisor’s business thereby
resulting in transfer of confidential and proprietary information and trade
secret of the Franchisor. Such transfer may lead to unaccountable losses to
Franchisor. Therefore, in any event and any time whatsoever, Franchisee shall
not transfer its any and all interest in the Franchise to industry Competitors of
the Franchisor. In event of any losses incurred by Franchisor due to the said
breach, Franchisee shall be liable to indemnify the Franchisor to the fullest.

13.3The Franchisee must not for the period of two (2) years following the cessation
of this Agreement, either on their own behalf or on behalf of any other person,
firm or company seek to sell or obtain orders with regard to the Menu for any
person, firm or company who at the date of such cessation is one of the
Franchisor’s customers or in the habit of dealing with the Franchisor or
represent themselves as being in any way connected or having been previously
associated with or interested in the Business, Proprietary marks, Franchisor,
etc.

13.4If in case the Franchisor suffers any loss or damages as a result of Franchisee’s
such act then the Franchisee shall be liable for breach of trust and confidence.
The parties acknowledge that it will be difficult to ascertain with any degree of
certainty the amount of damages resulting from a breach by Franchisee of any
of the agreed terms. It is further agreed and acknowledged that any violation by
Franchisee of any of agreed terms will cause irreparable harm to Franchisor.
Accordingly, the Franchisee agrees that upon proof of the existence of violation
of the agreed terms Franchisor will be entitled to injunctive relief against
Franchisee in any court of competent jurisdiction having authority to grant
such relief, together with all costs and reasonable attorney's fees incurred by
Franchisor in bringing such action.
14. TERMINATION
Franchisor will be entitled to terminate the Franchise Agreement in the event of a
material breach, either after written notice of default and an opportunity to cure
as set forth:
14.1 Termination After Notice of Default.
Franchisor may terminate this Agreement for good cause, namely for
material breach after written notice of default setting forth Franchisor’s
intent to terminate, the reasons for such termination, and the effective date
thereof, as follows:
14.1.1 if Franchisee fails to comply with Franchisor’s product line
requirements or specifications and quality standards for products,
services, inventory, supplies, signs, equipment and procedures as
called for in this Agreement and such default shall not be wholly
rectified within a period of thirty (30) days after written notice,
specifying such default and such time period for curing such default,
shall be given by Franchisor to Franchisee; provided, however, that if
any such default other than a failure to comply with Franchisor’s
Winning Formula is capable of being cured but cannot reasonably be
cured within such thirty (30) day period, and Franchisee is
prosecuting such cure with diligence, such thirty (30) day period shall
be extended for a longer period of time as may be necessary to
complete such cure so long as in the opinion of Franchisor, the same is
being and continues to be prosecuted with diligence by Franchisee;
14.1.2 if Franchisee operates the franchised business in a dishonest, illegal,
unsafe, unsanitary or unethical manner, or engages in any conduct
related to the franchised business which in Franchisor’s reasonable
opinion materially and adversely affects or may affect the reputation,
identification and image of the Franchisor’s system or the Trade Marks,
for a period of ten (10) days after written notice, specifying such default
and such time period for curing such default, shall be given by
Franchisor to Franchisee;

14.1.3 if Franchisee fails to pay any amount due and owing to Franchisor
pursuant to the terms of this Agreement for a period of fifteen (15)
days after written notice, specifying such default and such time period
for curing such default, shall be given by Franchisor to Franchisee;
14.1.4 if Franchisee fails to comply with any other covenant or obligation
under this Agreement for a period of sixty (60) days after written
notice, specifying such default and such time period for curing such
default, shall be given by Franchisor to Franchisee; provided that in
extenuating circumstances Franchisor may by written notice to
Franchisee allow such additional period of time as Franchisor
determines for curing any such default.
14.2 Termination Without Prior Notice of Default.
The following events shall be deemed material breaches of this Agreement and
shall be grounds for termination of this Agreement by Franchisor for good
cause and without prior notice of default. Such material breaches shall, by
their nature, be deemed non-curable. Any notice of termination given by
Franchisor to Franchisee upon or after the happening of any of such events
shall be in writing and shall set forth Franchisor’s reasons for such
termination and the effective date thereof. The events of non-curable material
breach of this Agreement are as follows:
14.2.1 if either or both of the Principal Franchisees resign from their
employment with the Franchisee or either or both of the Employment
Agreements are otherwise terminated;
14.2.2 if Franchisee shall abandon the franchised business by failing to keep
the franchised business operating under the name of Franchisor for ten
(10) consecutive business days or more, or for an aggregate of ten (10)
business days or more in any thirty (30) day period, without the prior
written consent of Franchisor, which consent shall not be unreasonably
withheld where the closure results from a cause beyond Franchisee’s
reasonable control;
14.2.3 if Franchisee shall become bankrupt, or be in receivership for a period
exceeding ten (10) business days, or shall be dissolved, liquidated or
wound-up, or if Franchisee shall make a general assignment for the
benefit of its creditors or a composition, arrangement or proposal
involving its creditors, or otherwise acknowledge its insolvency, and
the insolvency or other action is not cured within such ten (10)
business days;
(i) if Franchisee, or any partner, director or officer shall be convicted
of any indictable criminal offence, or any crime involving moral
turpitude, or shall be found liable for or guilty of fraud, fraudulent
conversion, embezzlement, or any comparable action in any civil
or criminal action or proceeding pertaining or relevant in
Franchisor’s opinion to the franchised business;
(ii) if Franchisee shall be convicted of misleading advertising or
any other sales-related statutory offence pertaining to the
franchised business, or shall be enjoined from or ordered to
cease operating the franchised business or any material part
thereof by reason of dishonest, illegal, unsafe, unsanitary or
unethical conduct;
(iii) if Franchisee shall have its business licence or any other licence,
permit or registration pertaining to the franchised business
suspended for just cause or cancelled and not reinstated or re-
issued within ten (10) business days;
 (iv) if Franchisee shall attempt to pledge, encumber, charge,
hypothecate or otherwise give any third party a security interest
in, or assign this Agreement without the prior written consent of
Franchisor, or if an assignment of this Agreement shall occur by
operation of law or judicial process without such consent;
(v) if Franchisee shall attempt to assign, transfer or convey the
Franchisor’s related Trade Marks, trade name, Internet domain
name, uniform resource locator, copyrights, custom proprietary
computer software, confidential information or trade secrets, or if
Franchisee shall duplicate, publish, disclose, use or misuse any of
the same in a manner or at or from a location not authorized by
Franchisor;
(vi) if Franchisee shall intentionally falsify, misrepresent or misstate
to Franchisor any financial statements, reports or information
required pursuant to this Agreement; or
if Franchisee shall unilaterally repudiate this Agreement or the
performance or observance of any of the terms and conditions of
this Agreement by word or conduct evidencing Franchisee’s
intention to no longer comply with or be bound by the same.

15. EFFECT OF TERMINATION

15.1Upon termination of this Agreement, all rights granted by the Franchisor
shall automatically revert back to it. No termination shall deprive either
party of any of its remedies or relieve either party from making payments or
meeting any other obligation to the other party which may have accrued
prior to the effective date of such termination.

15.2Telephone Numbers and Listings, Internet Domain Names, Electronic Mail

Addresses, Metatags and Keywords
15.2.1 Upon expiry or termination of this Agreement for whatever reason,
Franchisor shall have the right to require that Franchisee forthwith
upon written notice cease use of all of the existing telephone numbers
(including fax numbers) of the Approved Retail Locations, Internet
domain names, uniform resource locators, electronic mail addresses
and search engine metatags and keywords for the franchised business.
Franchisor shall have the further right to arrange for call and message
forwarding and to take over and have assigned to it or its designee the
existing telephone numbers and directory listings, Internet domain
names, uniform resource locators, electronic mail addresses and search
engine metatags and keywords for the franchised business.
15.2.2 Franchisor shall also be entitled to require at any time during the term
of this Agreement that Franchisee execute and deliver to Franchisor the
appropriate Telephone Company, Internet domain name granting
authority, Internet service provider or web search engine form of
assignment of such telephone numbers and directory listings, Internet
domain names, uniform resource locators, electronic mail addresses
 and search engine metatags and keywords to Franchisor, which
Franchisor shall be entitled to treat as irrevocable, and to hold and to
use to effect such assignment with the Telephone Company, Internet
domain name granting authority, Internet service provider or web
search engine upon expiry or termination of this Agreement.
15.3 Upon expiration or termination of this Agreement for whatever reason,
Franchisee shall forthwith discontinue use of the Franchisor and related
Trade Marks, trade name, Internet domain names, uniform resource locators,
electronic mail addresses, search engine metatags and keywords, copyrights,
custom computer software, operating manuals, training materials,
advertising, marketing, promotional and merchandising methods and
materials, and all other confidential information and trade secrets, and shall
not thereafter or after assignment of this Agreement operate or do business
under any name or in any manner that might tend to give the general public
the impression that it is, either directly or indirectly, associated, affiliated,
licensed by or related to Franchisor or the Franchisor’s a system; or in any
manner refer to itself as having been a former franchisee of the Franchisor’s
system without the prior written consent of Franchisor; or, either directly or
indirectly, use any trade-mark, name, Internet domain name, uniform
resource locator, electronic mail address, search engine metatag or keyword,
logo, slogan, copyright, custom computer software, trade secret, confidential
information, advertising, design (including any Internet website design),
graphic, script, colour combination, distinguishing feature or other element
which is confusingly similar to or colourably imitative of those used by the
Franchisor’s system. Franchisee acknowledges the proprietary rights as set
out in this Agreement and agrees upon expiration or termination of this
Agreement for whatever reason to forthwith return to Franchisor all copies in
its possession of the operating manuals, training materials and all other
confidential and proprietary information and materials and custom computer
programs relating to the Franchisor’s system or bearing or containing the
Franchisor’s or related Trade Marks. Franchisee also agrees upon expiration
or termination of this Agreement to forthwith change the corporate name of
the Franchisee to a name that does not contain and is not confusingly similar
to any of the Trade Marks, and de-identify the Approved Retail Location
premises including removal therefrom of all signs or other references to the
Franchisor ‘s or related Trade Marks, and all colours and colour combinations
and any other distinctive elements of the Franchisor’ system as specified by
Franchisor to Franchisee from time to time or upon or after expiration or
termination of this Agreement. The covenants of this paragraph shall also
extend to cover and bind each director, officer and principal of Franchisee
who has in any capacity affixed his or her signature to this Agreement.

15.4 Franchisee shall not attempt to obtain any unfair advantage or head start
either during the term of this Agreement or thereafter by soliciting or
attempting to induce any customer, employee, supplier, contractor, agent,
distributor, licensee or franchisee of Franchisor to divert his or her business,
employment or contract to Franchisee or any other competitive business, by
the use of information derived from Franchisee’s knowledge of and
 association and experience with the franchised business and the Franchisor’s
system during the term hereof, and Franchisee acknowledges that all such
information and the customer lists constitute confidential information and
are trade secrets belonging to the Franchisor’s system, and that any
unauthorized retention, disclosure or use of personal information or data
may be a violation of Franchisor’s policies and statements regarding data
privacy, collection, disclosure, use and retention which Franchisee subscribed
to, used, displayed and participated in giving while a franchisee operating the
franchised business. The covenants of this paragraph shall also extend to
cover and bind each director, officer and principal of Franchisee who has in
any capacity affixed his or her signature to this Agreement.
15.5 Upon termination or end of contract, the Franchisee deposit will be
returned with interest of 7% on it.
15.6 All stock that remains with the Franchisee will be returned forthwith to the
Franchisor in good order and condition at Franchisor’s expense.

15.7Reconciliation Process: The Parties shall reconcile the accounts within 15

(fifteen) days from the date of termination or as & when deemed fit by the
Franchisor of this Agreement. The Parties shall jointly carry out physical
inspection and verification of the Stock and other belongings of
the Franchisor in the Approved Retail Location and ascertain
their value. The Franchisee shall forthwith furnish an affidavit
to the effect that all the statutory dues and payments to
employees have been duly paid. The Franchisor shall be entitled to set off the
amounts payable to the Franchisee under this Agreement against Stock
shortage, sales arrears, unauthorised discounts statutory dues and
such other amounts payable by the Franchisee. The Parties, after such set off,
shall ascertain the final amounts due and payable between
them (“Date of settlement”). The Franchisor there upon shall collect the
unsold Stock from the Approved Retail Locations. within seven days from the
date of settlement, the Parties shall make their
respective payments due to the other Party failing which the
defaulting Party shall be liable to pay a simple interest of 36% per annum for
the delayed period on the amount payable.

16.REPLENISHMENT OF STOCK

Franchisor shall, at its own discretion, replenish the stock in the Approved Retail
Location from time to time depending on the sales and considering seasons. The
decision of the Franchisor on replenishment and all back of Stock shall be final and
binding on the Franchisee.

17.INSURANCE OF STOCK

The Franchisor shall insure all its stocks in the Approved Retail Location and furnish
the copy of the same to the Franchisee as and when required by the Franchisee.
18.INDEMNITY
The Franchisee hereby undertakes to indemnify and keep indemnified the Franchisor
against all direct and consequential damage, loss or any other liability of whatsoever
nature caused or suffered by the Franchisor on account of (i) any of the
representations or declarations contained in the this Agreement turning out to be
untrue, (ii) breach of terms of this agreement by the Franchisee; or (iii) negligence in
performance of any act in connection with this agreement by the Franchisee; or (iv)
any act of omission or commission in compliance with applicable laws relating to the
business in the Approved Retail Location including but not limited to laws relating to
labour laws, income tax etc. The Franchisor shall have no responsibility as regards
the employees employed by the Franchisee in the Approved Retail Location. The
Franchisee shall be responsible to discharge all statutory obligations, and liabilities in
connection with employment of its staffs.

19. ACCOUNTING AND REPORTS

19.1 Books, Records, and Accounts:

Franchisee at its expense must maintain and preserve for the Franchise for at
least three (3) years from the dates of their preparation, complete and accurate
books, records, and accounts in accordance with generally accepted accounting
principles, consistently applied, Applicable Law and the Standards. Franchisee’s
obligation to preserve such books, records and accounts will survive the
expiration or termination of this Agreement.

19.2 Reports:
19.2.1 Franchisee must, at its expense, submit to Franchisor within fifteen (15)
days after the close of each Accounting Period, an operating statement
containing such information required by Franchisor. In addition, within
ninety (90) days after the close of each calendar or fiscal year, whichever
is used by Franchisee for income tax purposes, Franchisee must furnish
Franchisor a full and complete statement of income and expense from
the operation of the Franchise for such preceding year, which will be
prepared in accordance with generally accepted accounting principles
consistently applied, Applicable Law and the Standards.
19.2.2 Franchisee must submit to Franchisor for review or auditing such other
forms, financial statements, reports, records, information, and data as
Franchisor may reasonably designate, in the form and at the times and
places reasonably required by the Franchisor, upon request and from
time to time in the confidential standards or otherwise in writing. If the
Franchisee has combined or consolidated financial information relating
to the franchised unit with that of the other business or businesses
licensed by the Franchisor, Franchisee shall simultaneously submit to the
Franchisor, for review or for auditing, the forms, reports, records or
 financial statements (including but not limited to those mentioned in the
agreement) separate and apart from the other businesses.
19.2.3 Franchisor Examination and Audit of Records: Franchisor and its
authorized representatives have the right, at any time during normal
business hours, but upon reasonable notice to Franchisee, to:
(i) examine and copy, at Franchisee’s expense, all books, records,
accounts, and tax returns of Franchisee related to the operation of the
Franchise; and
(j) have an independent audit made of any of such books, records,
accounts, and tax returns. Franchisee must provide such other
assistance as may be reasonably requested related to the audit. If an
examination reveals that Franchisee has made underpayments to
Franchisor or any of its Affiliates, Franchisee must immediately pay to
Franchisor or such Affiliate upon demand, the amount underpaid plus
Interest thereon from the date such amount was due until paid.

20. MISCELLANEOUS PROVISIONS

20.1INDEPENDENT PARTIES
In performing this Agreement, the parties specifically agree that their
relationship is and always will be solely that of independent PARTIES. Neither
party shall have right to and shall not attempt to enter into contracts or
commitments in the name of or on behalf of the other in any respect
whatsoever.

20.2ENTIRE AGREEMENT
This Agreement sets forth the entire Agreement and understanding between
the parties as to the subject-matter of this Agreement and merges all prior
discussions between them and neither of the parties shall be bound by any
conditions, definitions, warranties or representations with respect to the
subject matter of this Agreement other than as expressly provided in this
Agreement as duly set forth.

20.3FORCE MAJEURE
The Franchisor shall not be liable to the Franchisee for any loss caused by the
failure of the Franchisor to observe the terms and conditions of this Agreement,
where such failure is occasioned by any cause beyond the Franchisor's
reasonable control including the failure of the Franchisor to supply or delay in
supplying any goods to be supplied by the Franchisor to the Franchisee
whether on account of inter alia Lockdown, pandemic, governmental orders,
war, insurrection, fire, flood, earthquake, strikes, lock-outs, the unavailability of
raw materials or similar cause. The moment the force majeure event ends or is
removed the Franchisor will continue with its obligations. No payment
obligation can be considered to be impeded due to force majeure event. If the
Force Majeure circumstances continue for more than 2 (two) months, the Party
 affected by such Force Majeure event shall have the right to terminate this
agreement forthwith.

20.4WAIVER AND AMENDMENT

No waiver, amendment or modification of any provision or of any right or
remedy under this Agreement will be effective unless made in writing and
signed by the party against whom such waiver, amendment or modification is
sought to be enforced and this Agreement may only be amended by a writing
signed by both parties. No failure by any party to exercise, and no delay by any
party in exercising, any right, power or remedy with respect to the obligations
secured hereby will operate as a waiver of any such right, power or remedy.

No failure on the part of the Franchisor to exercise and no delay on the part of
the Franchisor in exercising any right hereunder, shall operate as a waiver
thereof nor shall any single or partial exercise of any such right preclude any
other or future exercise thereof of the exercise of any other right. The remedied
herein are cumulative and not exclusive of any remedies provided by law.

20.5SEVERABILITY
If any provision of this Agreement is invalid or unenforceable or prohibited by
the applicable law of the land, this Agreement shall be considered divisible and
its remainder/balance shall remain valid, binding and of the like effect as if
such invalid provision had not been included herein in the first place.
All rights whatsoever not specifically given under the terms of this Agreement
are reserved by and belong exclusively, absolutely unrestrictedly and
unconditionally to the Franchisor.

20.6NOTICES
Any notice, request or other communication required to be given under this
Agreement shall be in writing and served personally or mailed to the other
party by registered post, addressed to the parties at their respective addresses
set out at the beginning, or at any other address that each party shall provide
to the other in writing. The notice shall be deemed given and received on the
date of delivery or on the 5th Business Day following the day of mailing of the
same by registered mail or by courier delivery.

20.7LIMITATION OF LIABILITY:

Except for criminal negligence or fraud, Franchisor's maximum liability for any
dispute arising under this Agreement, regardless of the form of action and
whether in tort or contract, shall be limited to the replacement of the Stocks. In
no event shall Franchisor be liable for indirect, special, incidental, or
consequential damages of any kind, including without limitation, however
arising, even if it has been advised of the possibility of such damages.

20.8CONFIDENTIALITY
 20.8.1 Mutual Obligation: Either party that receives any
confidential information including but not limited to business details,
trade secrets or documents that are notified in writing as ‘confidential’ by
the disclosing party shall not divulge or disclose
such confidentialinformation to any personwithout prior
written permission from the disclosing party.

20.8.2 Specific Obligation: The Franchisee shall ensure the

employees of the Franchisee shall not use or disclose to any third party
during the term of this Agreement or after its expiration or
termination any information or knowledge concerning the business or
acquired in the course of the management of the business. The Franchisee
acknowledges that it may be privy to the sensitive business information of
the Franchisor and hence shall take reasonable steps to protect such
confidential information against disclosure to third parties.

“Confidential Information” shall mean all information that is specifically

classified as confidential or such information received from other individuals and
entities that Franchisor is obligated to treat as confidential or which by the
nature of its disclosure shall be deemed to be confidential including without
limitation any material or document relating to the Agreement or content to be
created, information relating to personnel, business policies or practices,
intellectual property rights including proprietary methodologies, processes,
business or management methods tools, techniques, templates, methods,
forecasts, trade secrets, know-how, company strategy but does not include any
information that which is in public domain or which is required to be disclosed by
virtue of applicable law or any instrument that has the force of law. However,
disclosure is permitted to the extent that such disclosure of Confidential
Information is: -
a. required by law;
b. to the Franchisee’s employees, agents or professional advisers where it is
necessary or desirable to enable the Franchisee to comply their respective
obligations under this Agreement and before the disclosure takes place the
Franchisee makes such employees, agents or professional advisers aware of
its obligations of confidentiality under this Agreement and at all times
procures compliance by such employees and agents therewith; or
c. Made with the prior written consent of the Franchisor.

20.8.3 Social Media: The Franchise shall ensure that its employees shall not use any
content related to the Franchisor’s marks, products, approved retail location, etc. on
social media or any other social medium without specific written confirmation
from the Franchisor. Further the Franchisee shall not use any promotional events,
post, SMS to any of its customer/s or its Brand logo, any of its creative assets in any
private page without express written confirmation from Franchisor.

20.8.4 Survival of obligation: The confidentiality obligation provided in the above

clauses shall survive for 2 (two) years from the date of expiry or termination of this
Agreement.
21. GOVERNING LAW AND DISPUTE RESOLUTION:
This Agreement shall be construed in accordance with the laws of India and the
appropriate courts of Bangalore, India shall have exclusive jurisdiction in all
matters concerning this Agreement.

22. ACKNOWLEDGEMENT BY THE FRANCHISEE:

Franchisee specifically acknowledges that:

22.1The Franchisee has sought its independent Legal Advice prior to the signing up
of this Agreement and has not relied on any promises, representations or
Agreements of the Franchisor or the system not expressly contained in this
Agreement in making its decision to sign this Agreement. The Franchisor and
its representatives have not made any promises, representations or
Agreements, oral or written, except as expressly contained in this Agreement.

22.2The Franchisee has conducted an independent investigation of the business

hereunder, and recognizes that the business venture contemplated by this
Agreement involves business risk and that its success will be largely dependent
upon the ability of the Franchisee to run an independent business. The
Franchisor disclaims the making of, and the Franchisee acknowledges that the
Franchisee has not received any, warranty or guarantee, express or implied as
to the potential volume, profits or success of the business venture
contemplated by this Agreement.

22.3The Franchisee has read and clearly understood this Agreement and had ample
opportunity to consult with an attorney and other Business advisors of the
Franchisee’s own choosing about the potential benefits and risks of entering
into this Agreement.

22.4The Franchisee acknowledges and admits that he is entering into this

agreement after making a careful assessment of the business risks involved in
opening and operating the said Franchise and he without reservation states and
confirms that the Franchisor has made no warranty whatsoever, express or
implied as to the potential success of the business at the said Franchise. The
Franchisee hereby agrees and admits that he and he alone shall be responsible
for the consequences, financial or otherwise, of the success or failure of the
business of the said Franchised Outlets.

22.5The early termination of this Agreement shall not, in any way, affect or
prejudice any right accrued to any party against the other prior to such
termination, under this Agreement. Clauses which by implication are intended
to survive the termination of this Agreement shall survive the termination of
this Agreement.
 22.6All action necessary or required on the part of the Franchisee has been taken to
authorize and empower him to enter into and perform under this Agreement.

22.7This Agreement has been made in duplicate.

23. SUCCESSORS AND ASSIGNS:

This Agreement will be binding upon and inure to the benefit of the successors and
the permitted assigns of the respective parties in this Agreement.

24. ASSIGNMENT:
Neither this Agreement nor any right or obligation in this Agreement may be
assigned or delegated by the Franchisee without the express prior written consent
of the Franchisor, that consent if sought to obtain will not be unreasonably
withheld, and any assignment or delegation without such consent will be void:
provided, however, that nothing in this Clause is intended to in any way affect or
limit any of Franchisee’s franchise rights; However this agreement does not
provide the Franchisee without Franchisor’s consent, assign this Agreement and its
rights under this Agreement to any party that: (1) acquires Franchisee by merger
or consolidation or is the surviving corporation of any merger or consolidation
with Franchisee; (2) acquires all or substantially all the assets or business of the
Franchisee; or (3) acquires all the outstanding capital stock of Franchisee. However
Franchisor may assign all or any of its rights under this Agreement to any third
party without prior consent of the Franchisee.

25. ATTORNEYS' FEES:

If any claim or controversy arises between the parties hereto relating to this
Agreement, or the breach of this Agreement and action, including arbitration, by
one party taken against the other party, the winning party in such action will be
entitled to recover from the other the costs and expenses, including reasonable fees
of attorneys, accountants and other professionals, incurred in taking or defending
such action of such winning party.
26. Where the context so requires, references herein to the singular include the plural
and vice versa and references to one gender include all genders. References herein
to Clauses are to the clauses of this Agreement. References to paragraphs are to the
sub-paragraphs of the clause in which the references appeal.

27. ARBITRATION

All disputes and differences arising between the parties hereto as also between the
Franchisor and the Franchisee , including any dispute or difference in regard to
the interpretation of any provision or term or the meaning thereof, or in regard to
any claim of one party against the other or in regard to the rights and obligations of
any party or parties under this contract or otherwise save and except the day to
day penalty as mentioned above shall be governed by the provisions of the
Arbitration and Conciliation Act 1996 absolutely and fully, provided that the
 jurisdiction of such arbitration and the jurisdiction of the courts for any of the
purposes under the said Act shall be the original jurisdiction of the Hon’ble High
Court at Bangalore. Only the Franchisor can nominate a person to act as
Arbitrator. The cost of the Arbitral proceedings will be borne by the Franchisee.
The Award of the Arbitrator will be Final and binding on the Parties. The hearings
must take place at Bangalore.

28.FCPA/Anti Bribery Clause:

The Franchisee represent and warrant to the Franchisor () that:

28.1The Franchisee and (to their (best) knowledge their shareholders/ partners,
officers, directors, employees, agents, and anyone acting on their behalf
(collectively, the Representatives) are in compliance with all applicable anti-
bribery and anti-corruption laws, corrupt practices Act and the prevention of
corruption (Amendment) Act 2018 (Collectively, The Anti –Bribery Laws).
28.2The Franchisee nor to their best knowledge any of their Representatives have,
directly or indirectly, offered, paid, promised, or authorized the giving of money
or anything of value to anyone:
a) Government Official; or
b) Persons or entity: or
c) other person or entity while knowing or having reasons or believe that
some portion or entity while knowing or having reason to believe that some
portion or all of the payment or thing of value will be offered, given, or
promised, directly, or indirectly, to a government official or another person or
entity; for the purpose of;
d) influencing any act or decision of such Government official or such person
or entity in his/her or its official capacity, including a decision to do or omit to
do any act in violation of his /her or its lawful duties or proper performance of
functions: or
e) inducing such Government official or such persons or entity to use his/her
or its influence or position with any Government entity or other or entity to
influence any act or decision: in order to obtain or retain business for, direct
business to, or secure an improper advantage for the company or lessors.
28.3Neither the Franchisee nor their best knowledge any of their Representatives is
or has been the subject of any investigation, inquiry, or regulatory body, or
customer regarding any violation or alleged violation of any anti bribery law.
28.4To the best knowledge of the Franchisor no such investigation, inquiry, or
proceedings has been threatened or is pending: there are no circumstances
likely to give rise to any such investigation, inquiry, or proceeding:
IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their
respective hands the day month and year first hereinabove written.

SIGNED AND DELIVERED for and on SIGNED AND DELIVERED for and on
Behalf of ( Lifestyle Private Limited) Behalf of. (_______________),

Name: __________________________________________________
Designation: Name:
[Signature] Designation:
[Signature]

In presence of:-
Witness of Lifestyle Private Limited In presence of:-
Witness of …………………………………

Name:
Address: _________________________________________
Name:
Address:

Date:
Place:
Date:
Place:
 ANNEX A
APPROVED LOCATION AND REQUIRENTS FOR APPROVED LOCATION
SIGNED AND DELIVERED for and on SIGNED AND DELIVERED for and on
Behalf of ( Lifestyle Private Limited) Behalf of. (_______________),

Name: ______________________________________________
Designation: Name:
[Signature] Designation:
[Signature]
Date:
Place: Date:
Place:

ANNEX- B

COMMERCIAL TERMS OF AGREEMENT

1. Margin during Full Price Sales shall be 38% Gross Margin on MRP (net of taxes)
2. Margin during End of Season Sales on discounted merchandise shall be 20% Gross
Margin on selling price (net of taxes). Margin on full price will remain as per point 1
above.
3. The Franchisee will bear any and all discounts given to customers without proper
authorisation from the Franchisor.
4. The Franchisee will raise an invoice by the 5th of next month and the Franchisor will
make the payment by the 15th of the month.
5. Company will provide stock on consignment to Franchisee. Franchisee will make a
security deposit equal to the average value of the stocks approximately 90 days of
projected sales with the Franchisor. Franchisor will pay an annual 7% to the
Franchisee, paid out annually.
6. Credit card machines will be provided by the Franchisor. and cash deposits have to
be made in the Franchisor’s account on the next working day. Credit card
commission will be borne by the Franchisor. An additional 2% commission will be
paid on full price sales every quarter subject to the franchisee meeting following
SLAs:
a. Achievement against targets- 1%
 Min. achievement- 60% of business plan, pay out 50%
 At 90% achievement of the business plan, payout 100%
 Pro Rata for any achievement in between Target period will be every quarter.
 Franchisee will be eligible for the payout if targets are met over 6 months, 9
months or 12 months.

b. Cash remittance on time (cumulative delay of <10 days in a month)– 0.3%

c. Ledger & stock reconciliation every quarter - 0.4%

d. Customer experience-mystery shopping audit–- 0.3%

7. Franchisee location will be added as an APP for GST registration. Franchisee has to
provide all necessary support for GST registration & ongoing matters.
8. Franchisor will ensure that ledger and stock reconciliations happen at least every
quarter and any pending dues or stock discrepancy are recovered from the
Franchisee.
9. No Margin on products sold under Employee Sale & Friends & Family Sale.
10. Point of Sale software shall be provided by the Franchisor.
11. The Franchisor shall have all the rights to demand security deposit on it’s sole
discretion to as and when required.
12. All payments are to be made by RTGS/NEFT based on Franchisor’s SOPs.
13. Capex will be shared by Franchisor upto 45% which would be paid back by the
Franchisee in 60 equal instalments plus GST. Incase of early termination of this
agreement, the Franchisor will take back the furniture, fixtures, etc. supplied to the
Franchisee as their contribution to the Scheduled Premises. The Franchisee will no
longer be liable towards any subsequent instalments plus GST for the same.
14. Rental & CAM Payments to be paid by Franchisee.
15. Other Operating Expenditure Cost to be paid by Franchisee.
16. Electricity Payments to be paid by the Franchisee.
17. Franchisor will provide promotional support to Franchisee through local promotions
like digital promotion, hoardings, newspaper inserts, etc. In store VM & carry bags
will be provided by the Franchisor.
18. Commission to the Franchisee for the sale during the month shall be paid within 15
days of raising an invoice. Invoice is to be raised within 5 days of completion of the
previous month.

SIGNED AND DELIVERED for and on SIGNED AND DELIVERED for and on
Behalf of ( aaa Private Limited) Behalf of. (_______________),

Name: ______________________________________________
Designation: Name:
[Signature] Designation:
[Signature]
Date:
Place: Date:
Place: