Franchise
Agreement

This
AGREEMENT entered into on the………………………….day
of………………….., 20…………..

BETWEEN:

…………………………………………….Limited
a Company incorporate under the Companies Act, 1956, having its Registered
Office at………………………, represented herein by
its…………………………… Shri………………………………………….
(hereinafter referred to as the ”XYZ Limited ”, which expression shall,
whenever the context so requires or admits mean and include its successors and
assigns) of the ONE PART;

AND

M/s…………………………………………..
a Partnership Firm, having its place of Business
at………………………… represented herein by its Partner
Shri……………………….. (hereinafter referred to as the ”AGENT”,
which expression shall, unless the context so requires or admits mean and
include its Partners for the time being, their heirs, legal representatives,
executors and permitted assigns) of the OTHER PART;

WHEREAS
XYZ Limited is engaged interalia in the business of marketing children
products, such as, toys, garments, furniture, utilities and such other goods
and are the owners of the trade name and trade mark ”XYZ”;

WHEREAS
XYZ Limited is desirous of promoting children products under its trade name and
trade mark by setting up chain or retail outlets all over the country on its
own a also by appointing stockiest, retailers and franchises for the purpose of
setting up of retail outlets;

WHEREAS
the Agent has offered to set up one such Retail Outlet in the City of….. and
has represented to XYZ Limited that it is in a position of invest necessary
capital and is also possessed of a suitable premises to set up and carry on the
Retail Outlet and XYZ Limited has accepted the said offer;

NOW
THIS AGREEMENT WITNESSETH AS FOLLOWS

That
in consideration of the foregoing, the Company hereby appoint M/s……… as
its Agent in the City of……… upon the following terms and conditions:

1.     The retail outlet for
marketing children”s products such as toys, garments, utilities, furniture and
such other goods under the name and style of ”XYZ” shall be set up and run in
the Premises made available by the Agent, which premises is more fully
described in the Schedule Premises”. The premises will be made available free
of cost or charges to XYZ Limited by the Agent during the subsistence of this
Agreement.

2.     The Agent will meet
and bear the entire cost of furnishing and decorating the interior and exterior
of the Schedule-Premises in accordance with the specifications and requirements
of XYZ Limited, particularly touching upon the following aspects — elevation,
décor and interior design, selection of furniture, fitting, counters and
stands, lighting system, illumination, mannequins, window display, air
conditioning, fire fighting equipment, furnishings, flooring, etc. the cost of
which is estimated to be of the order of Rs……………………..
(Rupees…………………………………..) He shall also provide
necessary warehousing facilities and office space for the Company’s’
representations.

3.     The name of the Shop
shall be promptly and clearly displayed as……………………..;

4.     XYZ Limited will make
available from time to time to the Agent children products like Toys, garments,
utilities and furniture and other goods shall be manufactured, sold or dealt in
by XYZ Limited (hereinafter collectively referred to as ”Stockiest”) and the
Agent will take the Stocks on consignment and sell the same in retail at prices
fixed from time to time by the XYZ Limited. The stocks shall at all times be
the property of the XYZ Limited and the Agent shall only be entrusted the
Stocks for the purpose of enabling their retails sale.

5.     The Agent at his cost
will employ necessary personnel to man and manage the Retail Outlet to the
entire satisfaction of XYZ Limited.

THE
AGENT COVENANTS WITH THE COMPANY AS FOLLOWS:

1.     It 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.

2.     That it shall not
directly or indirectly or in Partnership or Association, with friends or
relatives, or Companies engaged itself in business, which is same or similar to
the one being, carried on by XYZ Limited.

3.     That is shall not
sell, display or otherwise deal in any goods which are in any way similar to
the goods sold or dealt in by XYZ Limited.

4.     That it shall not use
the Company”s trade name and/or trademark in any manner other than that which
is permitted by XYZ Limited.

5.     That all sales
effected by the Agent shall be strictly for cash only.

6.     That it shall furnish
to XYZ Limited at such intervals as they may required certified stocks
statement of the stock of all goods held by the Agent giving full and correct
particulars thereof.

7.     That it shall remit
each day the entire sale proceeds of the preceding day to the credit of the
designated account of XYZ Limited, which may be indicated from time to time and
shall forthwith sent intimation of such remittances to XYZ Limited.

8.     That it shall not
draw, accept or endorse any Bill on behalf of the XYZ Limited or in any way
pledge the credit of XYZ Limited except with the previous written authorization
of XYZ Limited.

9.     That it shall be at
all times responsible to XYZ Limited for any damage occasioned to the Stock
either on account of the improper or negligent conduct on the part of the
Agent, its servants or agents or for any reason whatsoever and shall make goods
such loss to the XYZ Limited as and when demanded without demur.

10.  That it shall furnish
an irrevocable Bank Guarantee for a sum of Rs………………
(Rupees…………………………………) in favor of XYZ Limited
covering the value of the Stocks held by it on consignment and that the said
Bank Guarantee shall be enhanced from time to time as may be required by XYZ
Limited to bring it in conformity with the value of the Stocks held by the
Agent.

11.  That it shall keep
proper accounts of all Stocks received, sold, damaged and furnish to XYZ
Limited each week full particulars of the Stocks and shall permit XYZ Limited,
its agents and servants to inspect all Books of Account, Records and vouchers
maintained in the Retail Outlet by it all reasonable times.

12.  That it shall be
responsible for any loss or damage sustained to the Stock while in the custody
of the Agent.

DURATION:
The duration of this Agreement shall be for a period of………….. years
commencing from……….On the expiry of this period of earlier, the Agreement
may be extended for such further period and on such terms as the parties may be
mutually agreed in writing.

This
Agreement is however terminable as follows:

a.     by either party
giving the other…………….. days notice in writing;

b.    by XYZ Limited
unilaterally without assigning any reasons

                     
i.       
if
the agent is found guilty of misconduct, or

                    
ii.       
commits
a breach of any of the provisions of the Agreement, or

                   
iii.       
is
dissolved, or

                   
iv.       
any
suit or other proceedings are instituted for its dissolution or winding up, or

                    
v.       
commits
any act of bankruptcy,

                   
vi.       
suffers
any execution or distress.

CONSIDERATION:
In consideration of the foregoing, the Agent shall be entitled to a commission
at the rate of……% of the net sale price realized by it in the Retail Outlet
by sale of the Stocks. The expression net sale price shall mean the selling
price of the Stocks excluding Sales Tax, local taxes and other levies imposed
upon the sale or purchase of the Stocks and/or on the total turnover, packing
and forwarding charges and gift wrapping charges.

The
commission shall be payable by XYZ Limited on or before the………. Day of
the succeeding month for which it is due upon receipt of the monthly statement
of sales and realization of the sale proceeds.

ASSIGNMENT:
This Agreement or the benefit there from shall not be assignable or
transferable by the Agent in favor of anyone without prior written consent of
the company.

SECURITY
DEPOSIT: In order to ensure XYZ Limited the due performance of its obligations
under this Agreement, the Agent has this day deposited a sum of
Rs…………….. (Rupees……………………………….) by Pay Order
bearing No……….dated………. drawn on…………. Bank……………
Branch,…………………., in favor of XYZ Limited as Security Deposit. The
said amount will be refundable upon the termination of this Agreement, free of
interest, in the event of there being no outstanding claim against the Agent by
XYZ Limited. XYZ Limited will however be entitled to appropriate and adjust and
amounts which may be due to it from the Agent from out of the Security Deposit.

JURISDICTION:
This Agreement is executed at……………..city and it is hereby agreed that
Court situated in………… city alone will have exclusive jurisdiction over
any matter arising under this Agreement to the execution of Courts situated in
any part of the country.

SCHEDULE

Premises
bearing No……………………………….. situated
at………………………………………………………………….
admeasuring and bounded as follows:

MEASUREMENTS

East
to West:

North
to South:

BOUNDARIES

ON
THE EAST

WEST

NORTH

SOUTH

:

:

:

:

:
By

:
By

:
By

:
By

IN
WITNESS WHEREOF the parties above named have executed these presents in the
presence of the Witnesses attesting hereunder on the dates and place mentioned
herein below:

Place:

Dated:

For
XYZ Limited,

WITNESSES

1.
()

2.
()

Agent

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