FRANCHISE AGREEMENT

This Franchise Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”)

BETWEEN

{{f2_name_of_franchisor}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its registered office at {{f3_registered_office_address_of_franchisor}} (hereinafter referred to as the “Franchisor”, which expression shall, unless repugnant to the context, include its successors and permitted assigns);

AND

{{f4_name_of_franchisee}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its address at {{f5_address_of_franchisee}} (hereinafter referred to as the “Franchisee”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).

The Franchisor and the Franchisee are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. DEFINITIONS

1.1. “Business” means the franchised business operated under the Franchise System.

1.2. “Franchise System” means the business model, know-how, trademarks, trade name, operational standards, manuals, and methods developed by the Franchisor.

1.3. “Territory” means {{f6_territory}}.

2. GRANT OF FRANCHISE

2.1. Subject to the terms of this Agreement, the Franchisor grants to the Franchisee a non-exclusive/non-transferable franchise to operate the Business under the Franchise System within the Territory.

2.2. The franchise granted herein does not create any partnership, agency, or employment relationship between the Parties.

3. TERM

3.1. This Agreement shall commence on the Effective Date and shall remain in force for {{f7_term_of_franchise}}, unless terminated earlier in accordance with this Agreement.

3.2. Renewal, if any, shall be subject to mutual written agreement and compliance with this Agreement.

4. FRANCHISE FEES

4.1. The Franchisee shall pay the Franchisor:
(a) an initial franchise fee of {{f8_initial_franchise_fee}}; and
(b) recurring royalty/service fees of {{f9_royalty_service_fee_details}}.

4.2. All fees are exclusive of applicable taxes.

5. FRANCHISOR OBLIGATIONS

5.1. The Franchisor shall:
(a) grant access to the Franchise System and trademarks;
(b) provide initial training and operational guidance; and
(c) supply operational manuals and updates from time to time.

6. FRANCHISEE OBLIGATIONS

6.1. The Franchisee shall:
(a) operate the Business strictly in accordance with the Franchise System;
(b) maintain quality, service, and brand standards;
(c) obtain and maintain all licenses, registrations, and approvals; and
(d) not engage in any competing business during the term.

7. INTELLECTUAL PROPERTY

7.1. All trademarks, trade names, logos, and intellectual property shall remain the exclusive property of the Franchisor.

7.2. The Franchisee shall use such intellectual property only for the purposes of this Agreement and shall not acquire any ownership rights therein.

8. CONFIDENTIALITY

8.1. The Franchisee shall keep all confidential information, manuals, and know-how strictly confidential.

8.2. Confidentiality obligations shall survive termination for {{f10_confidentiality_survival_period}}.

9. NON-COMPETE

9.1. During the term and for {{f11_post_termination_non_compete_period}} after termination, the Franchisee shall not engage in any competing business within {{f12_non_compete_territory}}, subject to applicable law.

10. AUDIT AND INSPECTION

10.1. The Franchisor shall have the right to inspect the Business premises and audit records upon reasonable notice.

11. TERMINATION

11.1. Either Party may terminate this Agreement upon {{f13_termination_notice_period}} written notice.

11.2. The Franchisor may terminate immediately for material breach, misuse of intellectual property, or non-payment of fees.

12. CONSEQUENCES OF TERMINATION

12.1. Upon termination, the Franchisee shall:
(a) cease use of all trademarks and Franchise System;
(b) return all manuals and confidential materials; and
(c) settle all outstanding dues.

13. INDEMNITY

13.1. The Franchisee shall indemnify and hold harmless the Franchisor against losses arising out of operation of the Business or breach of this Agreement.

14. LIMITATION OF LIABILITY

14.1. To the maximum extent permitted by law, the Franchisor’s aggregate liability shall not exceed {{f14_liability_cap}}.

15. FORCE MAJEURE

15.1. Neither Party shall be liable for failure to perform due to events beyond reasonable control, subject to prompt notice.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by and construed in accordance with the laws of India.

16.2. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be {{f15_city_india}}, and the proceedings shall be conducted in English.

16.3. Subject to arbitration, courts at {{f16_city_india}} shall have exclusive jurisdiction.

17. SEVERABILITY

17.1. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

18. ENTIRE AGREEMENT

18.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior arrangements relating to the subject matter.

19. AMENDMENT AND WAIVER

19.1. Any amendment or waiver shall be valid only if made in writing and signed by both Parties.

20. ASSIGNMENT

20.1. The Franchisee shall not assign or transfer this Agreement without prior written consent of the Franchisor.

21. EXECUTION

21.1. This Agreement may be executed in counterparts and electronically, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Franchisor
Name: {{f17_name}}
Designation: {{f18_designation}}
Signature: _______________________
Date: {{f19_date}}

For the Franchisee
Name: {{f20_name}}
Designation: {{f21_designation}}
Signature: _______________________
Date: {{f22_date}}

Franchise Agreement

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