a. The franchisor is “Coolbreeze Solution Private Limited”. For ease of reference, the Franchisor will be referred to as “we,” or “us” in this Disclosure Document. The person or entity who buys the franchise will be referred to as "you" and “your” throughout this Disclosure Document. If you are a corporation or limited liability company, your owners must sign our Owner Agreement, which means that all of our Franchise Agreement’s provisions also will apply to your owners.

b. We are a private limited entity incorporated, under the Companies Act, 2013, on 17th day of December 2018. Our principal business address is 1 st Floor, S.G. Square, Rampur Chowk, Jabalpur, Madhya Pradesh, 482008 India. We are currently operating franchised Stores across India, located in Madhya Pradesh, Chattisgarh, Rajasthan, Maharashtra, And Uttar Pradesh. We operate under the name “Breeze Agro” and the other marks described in Schedule - 1 to this Document.

This section should mention the qualification of the persons mentioned below, their experience, age, accreditations, previous employments, occupations, and any other material information that the Franchisee may depend on to invest.

a. In order to ensure a uniform image and uniform quality of products and services throughout the System, you must maintain and comply with our quality and system standards. Although you are not required to purchase or lease real estate from us, we will assist you in site selection and we must accept the location of your Store.

b.You also must use equipment (including hardware and software for your Computer System), signage, fixtures, furnishings, products, ingredients, supplies and advertising materials that meet our specifications and standards.

c. You must purchase certain equipment, products, merchandise, uniforms, supplies, and architectural services only from designated suppliers. From time to time we, an affiliate or a third-party vendor or supplier may be the only approved supplier for certain products.

d. You shall not use the Proprietary Marks to advertise or sell products or services not in accordance with Franchisee agreement, through mail or by any electronic or another medium, including the Internet, without our prior written approval.

e. We and our affiliates have the right to receive payments, rebates and other forms of consideration from suppliers based upon your (and other franchisees’) purchases of goods, products and services as described in this Item 8, as well as in connection with any future purchases of any goods, products and services.

Neither we nor any of our affiliates offer any direct or indirect financing. We do not guarantee your notes, leases, or any obligation. We are unable to estimate if you will be able to obtain financing from third parties and, if so, the terms and conditions of financing.

a. You will operate the Store at a specific location that we first must approve (the “Authorized Location”) and provide services in specific territory as specified under the proposed Franchise Agreement.

b. You may operate the Store only at the Authorized Location and may not relocate the premises without our approval. We will allow relocation if circumstances dictate that it is in your and our best interests.

c. You must not offer catering and delivery services unless we authorize in writing. You do not receive the right to acquire additional franchises unless you sign another franchise agreement with us. We do not place any restrictions on the customers you may solicit. You do not, however, have the right to use other channels of distribution to make sales.

d. If you enter into a Master Franchise Agreement with us, we will not establish or franchise anyone else to establish any Store in the Territory for the duration of the agreement or on ill its termination.

a. There currently are no effective determinations before any statutory authority, Appellate Tribunal or any court, or any pending infringement, opposition or cancellation proceedings or any pending material litigation involving any patents or copyrights.

b. There are no agreements in effect that significantly limit our right to use or license the copyrighted materials. We are not required by any agreement to protect or defend any patent, trademark, or copyright. We know of no superior prior rights or infringing uses that could materially affect your use of the copyrights in the state where your franchise business will be located.

c. Our Operations Manual, brochures and other materials including this Document contain our confidential information (some of which constitutes trade secrets under applicable law). This information includes site selection criteria; recipes; training and operations materials; methods, formats, specifications, standards, systems, procedures, food preparation techniques, sales and marketing techniques, knowledge, and experience used in developing and operating Stores; marketing and advertising programs for Stores; any computer software or similar technology that is proprietary to us or the system; knowledge of specifications for and suppliers of Approved Suppliers and other products and supplies; knowledge of the operating results and financial performance of Stores other than your Store; and graphic designs and related intellectual property.

d. You may not use our confidential information in an unauthorized manner. You must take reasonable steps to prevent improper disclosure to others and use non-disclosure and noncompetition agreements with those having access. We may regulate the form of agreement that you use and will be a third-party beneficiary of that agreement with independent enforcement rights.

a. You must offer and sell all Products and perform all services that we require for the Stores. You may not offer or sell any products or perform any services that we have not authorized. We have the unlimited right to change the required and/or authorized products and services you may offer.

b. You may not offer any delivery service or engage in any catering services without our prior written approval. You also may not offer for sale any Products through the Internet or other online programming or marketing unless we direct or approve the same. You are not otherwise limited in the customers to whom you may sell products or services

a. Many factors, including location of the business, management capabilities, local market conditions, competition and other factors, are unique to each business and may significantly impact the financial performance of the business. The actual results included in this statement should not be considered as the actual or probably performance results that you should expect through the operation of your business. We do not make any promises or representations of any kind that you will achieve any particular results or level of sales or profitability. You are responsible for developing your own business plan for your business. We encourage you to consult with your own accounting, business, and legal advisors in doing so. In developing the business plan, you are cautioned to make necessary allowance for changes in financial results to income, expenses, or both, that may result from operation of your business in different geographic areas or new market areas, or during periods of, or in areas suffering from, economic downturns, inflation, unemployment, or other negative economic influences.

b. Other than the preceding financial performance representation, we do not make any financial performance representations. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. 18. RECEIPT ACKNOWLEDGMENT On receipt of this Disclosure Document, you are required to sign, seal and deliver the receipt acknowledgment form as provided in Schedule- 1.

On receipt of this Disclosure Document, you are required to sign, seal and deliver the receipt acknowledgment from as provided in Schwdule-1.

This Franchise Agreement (the “Agreement”) is executed on this ______ day of __________, 2020 (the “Execution Date”) ___ by and between

Coolbreeze Solution Private Limited, a private entity incorporated under the Companies B 2013, having registered address at 1 st Floor, S. G. Square, Rampur Chowk, Jabalpur (M.P.) 482008 India. (hereinafter referred to as the “Franchisor”) which expression shall unless repugnant to the context or meaning thereof include its representatives, affiliates and permitted assigns, of the FIRST PART;

AND

__________________________________________, an entity incorporated under _________________, having registered address at _______________ (hereinafter referred to as the “Franchisee”) which expression shall unless repugnant to the context or meaning thereof include its representatives, affiliates and permitted assigns, of the SECOND PART. The “Franchisor” and the “Franchisee” shall be individually referred to as a “Party” and collectively as the “Parties”

a. The Franchisor is involved in the business of contract farming and import and export of Agricultural, Horticulture, and forestry, product, and consultancy on organic farming and the brand name of “Breeze Agro”. The trademarks, domain names, service marks, logo, designs and all the intellectual property rights associated with the brand are owned by the Franchisor.

b. The Franchisor intends to grow its business operations in the Indian region by opening new franchises under its brand name

c. The Franchisee, desires to open a franchise under the Franchise Owned Franchise Operated model for the aforementioned products and services dealt by the Franchisor.

Relying on the representation of the Franchisee under this Agreement, the Franchisor has consented to grant the Franchisee to operate the franchised business.

1.1. Agreement shall mean and refer to this Franchise Agreement.

1.2. Applicable Laws shall mean and refer to all the applicable provisions of the prevailing laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, licenses, tariffs and approvals relating to this Agreement.

1.3. Confidential Information means all information including, but not limited to, the information and/or data which is obtained, whether in writing, pictorially, electronic, in machine-readable form, orally or by observation during their visits, of a commercial, technical or financial nature, which contains, amongst other matters, trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, intellectual property right, business plans operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the shareholders, officers, directors or employees of Disclosing Party, marketing information, brochures, printed matter, rates and rate tables, contracts regardless of form, format or media including, without limitation, written, oral, or information reduced to tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items.

1.4. Disclosing Party shall refer to the Party disclosing the Confidential Information.

1.5. Designated Premises means place/shop/store address, leased or owned by the Franchisee, as approved by the Franchisor, for operating the Franchised Business, in the normal working hours, which time to time may be revised or changed with common consent.

1.6. Designated Territory shall mean ________ district, which shall be the territory allocated to the Franchisee for providing services.

1.7. Intellectual Property shall mean all the Intellectual Property of the Franchisor including trademarks, designs, copyrights, patent, whether registered or not, procedure, trade-secrets, know-how and any other intangible proprietary rights. Trademark includes marks, logos, trade name working together with, including designs, stylized letters used and owned by the Franchisor as stipulated under Annexure-A or any other additional or substituted trademarks, trade names, service marks or logos that the Franchisor uses from time to time.It shall include all other proprietary information including without limitation copyright, design, patent, etc.

1.8. Opening Date means the date, as approved by the Franchisor, on which the Franchisee begin selling products from the designated premises.

1.9. Products means the Products as listed under Annexure-B along with the prices at which they are supposed to be sold by the Franchisee.

1.10. Services means contract farming services to be provided by the to be proved by the Franchisee to the Customers/clients under the brand name of the Franchisor. .

1.11. Proprietary Product means all Products and other products, services and equipment that now comprised, or that in the future may comprise a part of system that the Franchisor has developed, have proprietary to the same for retail sale at the franchise under the trademark of the Franchisor.

1.12. Receiving Party shall refer to the Party to whom the Confidential Information is disclosed to.

2.1. Words denoting any gender shall be deemed to include those of the other gender.

2.2. Words using the singular or plural number also include the plural and singular, respectively.

2.3. The terms hereof, hereby, hereto, and derivative or similar words refer to this entire Agreement or to any specified clause(s) as the case may be.

2.4. Heading or bold typeface are used only for the purpose of convenience and shall be ignored for the purpose of interpretation.

2.5. Reference to the word include shall be construed as without limitation.

2.6. Reference to any legislation or applicable law or to any provision thereof shall refer to any such applicable law as amended, suspended, or re-enacted from time to time

3.1. This Agreement shall be effective from ________ day of ___________ 2020 (the “Effective Date”) for a period of ______ years (the “Term”).The Franchisee is required to start its business operations at the designated Premises on or before___________________ (“Commencement Date”).

3.2. The Agreement has a lock-in period of _______ years from the date of commencement of the Franchise, wherein the Franchisee shall not be allowed to terminate the Agreement during the lock-in period. In the event of termination during the lock-in period, in addition to the Security Amount being forfeited, the Franchisee shall be liable to indemnify the Franchisor for the losses incurred by the Franchisor due to early termination. The extent of such damages shall be determined solely by the Franchisor.

4.1. The Franchisor hereby grants the Franchisee, non-transferable right to operate the franchised business from the Designated Premises.

4.2. The operation rights hereby granted to the Franchisee are not exclusive and the Franchisor reserves the sole right to appoint other franchisees within India or outside as and when required.

4.3. The Franchisee has acquired limited rights under this Agreement to operate the franchised business. Thereby, the Franchisee shall not be entitled to any right, title or interest in the Franchisor’s intellectual property and shall have a limited license to use the same for the purposes of this Agreement.

4.4. The right to operate Franchised Business is granted, as stated herein under this Agreement, only with respect to products manufactured or supplied by the Franchisor under its brand name andany other additional or substituted trademark, service mark or logos that the Franchisor adopts from time to time and shall authorise the Franchisee in writing to use the same only at the designated premises.

4.5. The rights provided under this Agreement are limited to operate the Franchise within the designated territory, as long as it strictly complies with the terms of this Agreement.

5.1. The Franchisee shall look for places for the operation of the franchised business, however the same shall be finalised only after approval from the Franchisor. Under this Agreement the Franchisor grants to the Franchisee the right to operate the franchised business only from such approved premises i.e., the “Designated Premises”. The Franchisee shall be responsible to scrutinise the title documents with respect to the Designated Premises.

5.2. The Franchisor shall be entitled to receive a copy of the proof of possession of the Designated Premises, such as utility bills, lease agreement or leave and license agreement, as the case may be, indicating that the Franchisee is in the possession of the Designated Premises. Where the Designated Premises is leased or licensed, the Franchisee shall ensure that nothing therein contained in the lease agreement or leave and license agreement is contradictory to the interests of this Agreement.

5.3. Any change in location Designated Premises shall be subjected to approval of the Franchisor in writing.

6.1. The Franchisee shall be responsible for selling the Products as stipulated under Annexure-B generating leads and bringing in the Clients/Customer for contract farming services to the Franchisor. All the terms and conditions of the such services shall be agreed in writing between the Franchisor and the client/customer directly and the Franchisee shall not intervene in the same.

6.2. Once the agreement for the contract farming (the “Contract Farming Agreement”) is entered into by the Franchisor and the Client/customer, the Franchisee shall be responsible to provide all such products and services to the client/customer as per the terms and conditions of the Contract Farming Agreement, including sale of plants, fertilizers, medicines etc.

6.3. The products, services and equipment as specified by the Franchisor for the purpose of the operation of the Franchise shall be bought, kept and used by the Franchisee and shall be purchased from the Franchisor only or from the designated suppliers of the Franchisor subjected to the Franchisor’s written consent. Any use by the Franchisee of the products that are not proprietary to the Franchisor shall be done with prior written consent of the Franchisor.

6.4. It is agreed between the Parties that the prices mentioned in Annexure-B are subject to changes from time to time and shall be intimated to the Franchisee 15 days’ prior to the applicability of the same.

6.5. In case of inconsistent supply due to acute shortage of Products, the Franchisee is barred to purchase or procure the said material from any third party or local vendor or Franchisor in order to propitiate his sale; therefore, the Franchisee, at all times, shall intimate the Franchisor about the requirements at the Designated Premises and maintain the necessary inventories of the Products as required from time to time.

7.1. The Franchisee shall be obligated to obtain all the licenses/permits and authorizations from any statutory governmental and/or autonomous body that may be necessary to run and operate the Franchisee, at its own expense before the commencement of the business. Such licenses/permits and authorizations shall include but are not limited to permits under any statutory authority, local bodies, trade license etc. Further, it shall be the sole responsibility of the Franchisee to renew all such licenses/permits till the expiration/termination of this Agreement.

7.2. The Franchisor shall be provided a copy of all the licenses/permits and authorizations received by the Franchisee to run the Franchise.

7.3. The Franchisee shall at its own expense and responsibility make sure that all the equipment which is being used by the Franchisee at the Designated Premises is approved and certified by the concerned authorities.

7.4. The Franchisee shall operate the Franchised Business in accordance with all the applicable Central, State, Municipal & other governmental laws, ordinances, rules, regulations & orders. The Franchisor has no responsibility with respect to compliance with any of all the aforesaid laws.

8.1. The Franchisee shall be solely responsible for recruiting ____ number of personnel at the Designated Premises, but shall not employ any of the existing or non-existing staff or worker of the Franchisor. The number of employees so recruited can be increased, if required, subject to the consent from the Franchisor.

8.2. The Franchisor will provide a necessary professional training to the Franchisee and its personnel for a period of ___ weeks with respect to the business operations of the Franchisor. The cost of such training shall be borne by the Franchisee. The Franchisee shall adhere to the instructions of the Franchisor pertaining to the management of Premises, projects and dealing with the customers/consumers, daily operations of the business, financial management, effective marketing strategy, record keeping management and grievance redressal management.

9.1. The Franchisee is hereby granted limited and non-exclusive right to include all distinctive styles, logos, trademarks and other such items which have become identifiable exclusively of the trademarks and trade name of the Franchisor or is related to the Franchisor, at the Designated premises of the Franchise.

9.2. The Franchisee agrees to operate at the designated premises only under the trademark and trade name ‘Breeze Agro’ and the designated logo or any other registered trademark as franchisor require from time to time and have no right to use the same, trademark, signage(s) or any other branding paraphernalia to other shop and for doing so it shall be an offence on the part of the Franchisee.

9.3. Any use of the Intellectual Property of the Franchisor shall be for the benefit and promotion of the Franchisor and franchised business only. The ownership of any right, interest or title in any and all the intellectual property including trademarks, know-how, patent, copyright on any of the document or information supplied by the Franchisor (unless otherwise specified), trade-secrets, know how, etc., associated with the Brand, shall exclusively be retained by the Franchisor. The Franchisee shall not, during the subsistence of this Agreement or anytime thereafter use the same in any manner contradictory to the terms of this Agreement or claim any right, interest or title in such intellectual property.

9.4. The Franchisee shall indemnify and keep indemnified the Franchisor for any loss or damage incurred by it owing to the violation or infringement by the Franchisee of any of the aforementioned rights, interests, and titles pertaining to the Franchisor’s intellectual property rights.

10.1. The Franchisee shall be entitled to receive commission as stipulated under Annexure-C after deduction of applicable taxes. In addition to the commission as stipulated herein, the Franchisee may receive other performance based bonuses or incentives as per the discretion of the Franchisor depending upon the business conditions. Such accounting for the Franchisee shall be done on monthly basis.

10.2. The Franchisee shall pay to the Franchisor an amount of Rs 1,50,000/- (Rupees One lac Fifty thousand Only) as security (hereinafter referred to as “Fixed Security Amount”) to ensure the continuation of the said business for term of this agreement as agreed upon the parties. The Security Amount shall be refundable on the termination of this agreement as agreed herein. The Security Amount shall be forfeited in case the Franchisee terminates this agreement prior to the term of this agreement.

11. In addition to the aforementioned Fixed Security Amount, the Franchisor shall deduct 10% from the commission of the Franchisee at the time of allotment of any contract farming project as a Project Completion Security Deposit to ensure that the Franchisee completes the project taken up during the term of the Agreement. Such Project Completion Security Deposit shall be refunded on completion of that respective project.

12.1. The expenses with respect to any advertisement and marketing activity shall be borne by the Franchisee.

12.2. The Franchisee shall to expressly specify the Franchisor's intellectual property right claim over the marketing and promotion material to advertise or to promote the brand in any manner.

12.3. The Franchisee shall conduct such advertising/marketing/promotional activities in the manner prescribed and in accordance with the instructions provided by the Franchisor.

13.1. The Franchisee shall be solely responsible for recruiting ____ number of personnel at the Designated Premises, but shall not employ any of the existing or non-existing staff or worker of the Franchisor. The number of employees so recruited can be increased, if required, subject to the consent from the Franchisor.

13.2. The Franchisee shall recruit experienced personnel at the Franchise to ensure strict compliance with the quality and standards and system laid down by the Franchisor.

13.3. The Franchisee shall be liable for payment of compensation/salary payable to the employees recruited at the Franchise. The Franchisor has no liability/responsibility with respect to the payment of the salary, benefits or other dues of the employees.

13.4. The Franchisee shall be required to comply with all the laws with respect to the employment of the personnel. The Franchisor shall not responsible for the Franchisee’s failure to observe any of the employment laws or any liability arising in case an employee meets with an unfortunate accident.

13.5. The Franchisee shall ensure that the Franchised Business is operated and managed as per customary and sound business practices.

13.6. The Franchisee shall maintain and operate the Franchised Business in accordance with specifications and standards provided by the Franchisor and the same may be modified or amended from time to time at the Franchisor’s discretion. Expenses incurred in adhering to such changes shall be borne by the Franchisee.

13.7. The Franchisee shall pay the cost for the initial set up of the Franchise.

13.8. The costs of fixtures and fitting, display signages, ceiling, flooring, wiring, air-conditioning, display led, rate list, and other equipment as already existing or any improvement made or purchased new at the designated Premises shall be Franchisor’s Approval and the cost of the same shall be borne by the Franchisee in accordance with this Agreement.

13.9. The Franchisee shall bear the cost of any additions, alterations, repairs, and replacements required at the Franchise.

13.10. The Franchisee shall be responsible for the recruitment of experienced technical and administrative staff at the designated Premises for efficient operation of the franchised business.

13.11. The Franchisee shall maintain fire safety measures at the designated Premises in accordance with applicable Laws.

13.12. The Franchisee shall not indulge in providing false and baseless commitments to the customers visiting the Franchise on its own or on Franchisor’s behalf.

13.13. The Franchisee undertakes to provide only those products and services that have been expressly specified by the Franchisor

13.14. If the Franchisee receives a complaint regarding the products or services, it shall dispose of the same as per the grievance redressal mechanism prepared in accordance with the training and specifications provided by the Franchisor. However, if a customer takes any legal action or proceeding against the Franchisee then the liability of the same shall be borne solely by the Franchisee and the Franchisor shall have no responsibility pertaining to the same.

13.15. The Franchisee undertakes not to contact or enter into any engagement with any third party or affiliate for the products and services which are being provided by the Franchisor without the prior approval of the Franchisor. The products of the Franchise shall be sold to the final customer and no sale or offer for sale pertaining to the same shall be made to any third party.

13.16. The Franchisee shall be solely responsible for the payment of taxes so applicable under the applicable laws from time to time, and for expenses of utilities and consumables like water, electricity, telephone bills, etc.

13.17. The Franchisee shall at all times maintain the designated Premises in the highest degree of sanitation, hygiene, repair, and cleanliness. The Franchisor shall have the right to access the Designated Premises at any time without any prior notice in order to ensure the required conditions at the designated premises.

13.18. In order to enable the Franchisee and the Franchisor to ascertain their expenses and maintain an economical method of operation, the Franchisee agrees to keep and preserve at its expense during the term of this Agreement, complete and accurate books of accounts.

13.19. The Franchisee covenants with the Franchisor that all the promotional/advertising schemes which will be introduced by the Franchisor will have to be duly honoured by the Franchisee.

13.20. The Franchisee shall maintain day to day records of the business including transactions-sheet, attendance register, enrolment register and all other related documents of the Franchised Business.

13.21. The Franchisee shall submit to the Franchisor such periodic reports, forms, and records, at its own expense and in the manner and at such time as may be specified by the Franchisor.

13.22. The Franchisee shall make sure that all the signages used at the Franchise whether on the exterior or the in interior shall conform to the standards and system of the Franchisor as to the type, theme, colour, design, and location. The Franchisee shall get all the changes done at his end within the prescribed time and shall bear the expenses for the same.

13.23. The Franchisee shall not make any representation to any third party about or on behalf of the Franchisor and its products.

13.24. The Franchisee shall be obligated to install and maintain the electronic means of communications such as telephones, fax machines, etc. and the cost of same shall be borne by the Franchisee.

13.25. The Franchisee shall adhere to any minimum target which may be notified by the Franchisor from time to time.

13.26. The Franchisee shall be solely responsible for any damage happens to the proprietary, nonproprietary products and any other products due to non-functionality of equipment at the Franchise or mismanagement of the Franchisee. The Franchisor shall have no liability with regard to same.

14.1. The Franchisor shall have access to the designated Premises and the Project Sites in order to ensure that the terms of this Agreement are being complied with and the Franchisee shall ensure its total cooperation during any such inspection.

14.2. The Franchisee shall cooperate during the inspection of the designated Premises, conducted by any governmental authority and undertakes to keep the Franchisor harmless against any claims or complaints reported by such authority pertaining to the operations of the Franchise.

15.1. The Parties represents and warrants that it has all the requisite power and authority to execute, deliver and perform its obligations under this Agreement. Further, it gives express assurance that no litigation is pending against the Franchisee or Designated Premises at the instance of any third party and there are no outstanding court orders.

15.2. The Parties represent and warrant that they are validly existing entities and are in good standing under applicable laws.

15.3. The Parties represents and warrants that there is no action or proceeding pending against it in any court of law or authority including without limitation any proceeding for bankruptcy or insolvency that may inhibit the performance of its obligations under this Agreement.

15.4. The Parties represent and warrant that all actions, whether corporate or otherwise, have been taken by them pertaining to the execution, performance and delivery of this Agreement and that such execution, delivery, performance and delivery shall not constitute a breach of any of its charter documents, any other agreement, applicable laws, or require the consent of any thirdparty or governmental authority. This Agreement when executed and delivered shall constitute binding obligations of the Parties enforceable in accordance with its terms and conditions.

15.5. The Franchisee represents and warrants that the Designated Premises is free from any charges, liens and encumbrances and is in compliance with all applicable laws and regulations.

15.6. The Franchisee agrees and understands that there will be no cash transactions under or pursuant this Agreement and all the transactions to be made under or pursuant to this Agreement shall be done via cheque or bank transfer as designated by the Parties.

16.1. Either Party may terminate this Agreement by providing three months’ notice to the other party subject to clause 3.2. Notwithstanding anything contained herein, the Franchisor may terminate this Agreement without any prior notice in the following events:

Upon any material breach of the Agreement by the Franchisee and its subsequent failure to remedy the same within 15 days upon a written notice of termination served by the Franchisor

Immediately in the event, the Franchisee is found to be indulging in any unethical practice/malpractice to promote or generate business.

The Franchisee is found promoting any other rival brand and its products or services at the Franchise.

The Franchisee, in case of a company incorporated under the Companies Act, 1956/2013, goes into either compulsory or voluntary liquidation (except for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Franchisee makes assignment for the benefit of its creditors generally or threatens to do the same or any judgment is made against the Franchisee or any similar occurrence in any jurisdiction that affects the Franchisee in any manner mentioned above.

If Franchisee becomes bankrupt, insolvent, ceases transaction of business, commits any act of bankruptcy, or dissolves its business, this agreement may be immediately terminated by the Franchisor.

If the Franchisee is unable to achieve minimum targets as notified by the Franchisor in from time to time.

16.2. Notwithstanding to anything provided in forgoing clauses, the Franchisor shall be entitled to terminate this Agreement with immediate effect without any obligation towards the Franchisee in the event that the Franchisee carrying out any illegal, illicit unlawful activity at the premises, using or involving the name of Franchisor, breach of confidentiality obligations under this Agreement or any act or omission by the Franchisor that implicates its credibility to execute this Agreement.

16.3. At the expiry of the Term, this Agreement may be renewed for a further period and on such terms and conditions as may be mutually agreed between the parties to this Agreement. The Franchisee shall give a written notice of his intention to renew the Agreement at least Three months prior to the expiry of the initial term of this Agreement. This Agreement shall stand terminated at the end of the term then in effect if the Franchisee fails to notify the Franchisor of any such intention of extension of the term.

17.1. The Franchisee shall be absolved from all the obligations except from the ongoing Projects taken up by the Franchisee prior to such Termination. The Franchisor will release the remaining payment including the Security Deposit as due under this Agreement only on completion of the ongoing Projects of the Franchisee.

17.2. Both the Parties shall execute such documents of severance and cessation as may be required.

17.3. The Franchisee shall not use the Franchisor’s name or its intellectual property in any manner whatsoever.

17.4. The Franchisee shall hand over all the relevant documents to the Franchisor including but not limited to signage board, catalogues, instructions, notes, advertising material, samples, letterheads, business cards relating to the Franchise.

17.5. The Franchisor shall not be liable to the Franchisee or other party, by virtue of termination of this Agreement, for any reason whatsoever, for any claim for loss or profits or prospective profits, anticipated booking for the Franchisor or on account of any expenditure, investments, leases, capital improvements or any other commitments made by the Franchisee in connection with their business made in reliance upon or by virtue of the Franchisee’s appointment.

The Franchisee shall not assign or purport to assign or otherwise deal with any of its rights and obligation hereunder or transfer such rights and obligations hereunder to any third party, except with the express prior written consent of the Franchisor.

19.1. The Franchisee undertakes that it shall not either directly or through any agent, employee or person including any affiliate, company, corporation, partnership, joint venture, trust, society or other unincorporated body which is, or shall be, wholly or substantially, owned or controlled by Franchisee or in which the Franchisee has controlling interest, during the subsistence of the term of this Agreement or 2 year(s) after its termination or expiry of the Agreement, not engage directly or indirectly in any business which competing to the Franchisor.

20.1. The Franchisee shall indemnify the Franchisor for and against all liabilities, losses, damages, penalties, actions, judgments, costs, expenses or disbursements of any kind or nature that may be imposed on, or incurred by, or asserted against the Licensor in any way relating to or arising out of the Franchisee’s breach of any of the provisions of this Agreement (ii) failure to comply with any applicable laws or regulations, (iii) infringement or violation of rights of any third party, (iv) or any act, omission, willful misconduct, negligence, fraud, misrepresentation, forgery on part of the Licensee or its personnel.

20.2. The right of indemnity as stipulated herein is in addition to any other rights and remedies that may be available to the Licensor in accordance with applicable laws.

21.1. The Franchisee undertakes and agrees to preserve the Confidentiality of all confidential information of the Franchisor including, without limitation, all such as documents, data, or information related to the services being provided by the Franchisee that is not generally known to the public including, but not limited to, all tangible, intangible, visual, electronic, present, or future information such as financial information; business information, including but not limited to services, operations, planning, marketing interests disclosed by one party to the other.

21.2. The Franchisee shall not copy, reduce to writing, or otherwise record any of the Confidential Information without the prior consent of the Franchisor for the purposes contemplated in this Agreement. All such copies, writings or records shall solely and exclusively be the property of the Franchisor and the Franchisee shall not make any claim to the same.

21.3. The Franchisee agrees and acknowledges that it shall not directly or indirectly, use, disclose, publish, communicate or make available the Confidential Information, or allow or cause such Confidential Information to be used, disclosed, published, communicated, or made available, in whole or in part, to any person or entity except with the prior written consent of the Franchisor.

21.4. The Franchisee agrees and acknowledges that this Agreement shall be binding on its employees, personnel, officers, affiliates, representatives, successors, assigns and their employees, officers, directors, advisors and that the Agreement shall inure to the benefit of the Franchisor, its employees, successors, representatives, affiliates and permitted assigns.

21.5. The Franchisee undertakes that nothing in this Agreement shall be construed as granting any rights either by way of license or otherwise to the Franchisor, except for the limited rights granted herein in the Confidential Information of the Franchisor and that the Franchisor shall at all times retain all the rights pertaining to such information. The Franchisee shall return any and all the Confidential Information that may have been entrusted to it or maybe in its possession including all the copies and reproductions of the same, if any, to the Franchisor or destroy it as directed by the Franchisor within 5 days from the termination or expiry of this Agreement or as and when asked by the Franchisor.

21.6. The Franchisee acknowledges that the Confidential Information stipulated in this Agreement and the Franchisor’s interest in reserving it for its exclusive knowledge and use is of immense competitive and business importance and commercial value to the Franchisee. The Franchisee agrees and acknowledges that the unauthorized use, disclosure or misappropriation of the Confidential Information stipulated under this Agreement shall cause irreparable harm and damage to the interests of the Franchisor which shall include without limitation financial loss and the loss of business advantage for which legal remedies may not suffice. The Franchisee shall pay to the Franchisor such damages as may be determined by the Franchisor in its discretion at the time of such disclosure, if any.

22.1. This Agreement is made with the express understanding that the Franchisee is an Independent Contractor. This Agreement is a contractual relationship, and nothing contained herein shall be construed or applied to create the relationship of employer and employee or principal and agent or master and servant between Franchisor and the Franchisee or any of its affiliates, their employees or other personnel.

22.2. Neither the Franchisee nor its affiliates or any of their employees or other personnel are authorized to act or appear to act as agents or representatives of the Franchisor, pertaining to the performance of this Agreement. Nothing contained in this Agreement shall be deemed or constructed as creating a joint venture or partnership between the parties. The status of the parties is and shall continue to be that of independent entities with respect to each other.

This Agreement sets forth the entire Agreement and understanding between the parties as to the subject-matter of this Agreement and amalgamates 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.

24.1. Except as provided herein, neither party shall be liable to the other for any delay in the performance or any non-performance of any of its obligations under the present agreement (and shall not be liable for any loss or damages caused thereby), on account of flood, earthquake, fire, explosion, civil disturbance, war, or any act beyond the control of the Parties.

24.2. Each Party is under an obligation to communicate to the other about any delay in the performance or any non-performance of any of its obligations under the present Agreement due to circumstances beyond their control within a period of___ days of its occurrence.

Neither party shall be entitled to amend or modify any terms and conditions of this Agreement or of any Order, Agreement or other similar document issued in furtherance of this Agreement unless specifically agreed to in writing between the parties. No failure to exercise and no delay in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

In the event that any provision in this Agreement is found to be invalid or unenforceable, the offending provision shall be severed from the rest of this Agreement and the Agreement shall continue to be enforceable and operate as originally written.

Franchisee agrees and acknowledges that during the term of this Agreement and 36 months after the termination or expiry thereof, it shall not, directly or indirectly, recruit, solicit, induce, appoint, or attempt to recruit, solicit, induce, any employee, officer, client, customers, suppliers, vendors of the Franchisor in any manner whatsoever.

All the notices, requests, demands, consents, instructions or other communications required under this Agreement shall be given by certified mail, return receipt requested, to the parties at the following addresses or to such other addresses as either party may designate in writing to the other party. All such communications shall be made either in Hindi or English.

The Parties shall endeavour to arrive at an amicable settlement in good faith and mutual understanding in the event any matter or dispute arises between them pertaining to the enforcement of any rights and obligations under this Agreement. However, on failure to arrive at a settlement, all the disputes or differences so arising between the parties with regard to claims for payment of the supplies and claim arising out of, or in relation to the agreement, including the construction, validity, performance or breach shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act 1996. The venue of arbitration shall be Jabalpur. The arbitration shall be conducted by a sole arbitrator appointed mutually by both the Parties. The award given by the arbitrator shall be final and binding on the parties. The costs pertaining to the arbitration shall be borne by the parties in accordance with the award passed by the arbitrator.

Subject to the foregoing arbitration clause the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of India and the parties hereto submit to the exclusive jurisdiction of the courts, situated atJabalpur.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed on the day year first above written.

WITNESSES