-Franchise Agreement to Operate an Outlet

THIS AGREEMENT is made on…………. between DREAMLINE FOODS LLP , a partnership firm incorporated
under The Limited Liability Partnership Act ,2008 hereinafter called "the Franchisor") of the one part and
CD etc………………(hereinafter called "the Franchisee") of the other part.

RECITALS

WHEREAS the Franchisor has developed methods for establishing, operating and
promoting restaurant selling varieties of VEG AND NON VEG food products
using the service mark “CHICKY BELL” and related trade names and trademarks
(“Marks”) and the Franchisor’s proprietary methods of doing business (the
“Licensed Methods”);

AND WHEREAS the Franchisor desires to spread the business of the above Services and is willing to grant
to the Franchisee the rights set out herein for this purpose;

AND WHEREAS the Franchisee is willing to have those rights with a view to providing the Services from
the premises described in the Schedule I hereto (hereinafter called the "Premises") under the name and
style of CHICKY BELL (hereinafter called "the Marks") which is detailed in the Schedule II hereto, as
directed in the Franchisor's operation manual.

NOW THEREFORE, in consideration of the covenants hereinafter contained, the parties hereto mutually
agree as follows:

1. Interpretation clause

In this Agreement the following expressions shall, unless the context otherwise requires, have the
meanings respectively assigned to them hereunder:

1.1 References to the parties hereto shall include, subject to the terms, of this Agreement, their
respective successors and assigns.

1.2 "Business' means the business of providing and marketing the Services.

1.3 Equipment' means the equipment from time to time required by the Franchisee for use in the
Business.

1.4 "Manual" means the manual provided by the Franchisor to the Franchisee together with all additions
and amendments thereto from time to time
1.5 Secret or confidential information" includes confidential information provided by the Franchisor to
the Franchisee through letter, correspondence, memorandum or otherwise for the purpose of or
relating to the Service connected with the Business.

2. Rights Franchised

Subject to the covenants hereinafter contained the Franchisor grants to the Franchisee the rights to
carry on Business, to utilise the know-how and to use the Marks in accordance with the provisions of
this Agreement.

3. Period

This Agreement shall subsist for a period of 11 MONTHS commencing on……………

day of ……………… 2024.

4. Renewal

If after a period of 11 MONTHS from the commencement and at least ONE months before the
expiration of this Agreement, the Franchisee requests the Franchisor in writing for renewal of this
Agreement, and if the Franchisee has not committed a breach of any terms and conditions of this
Agreement, the Franchisor shall renew this Agreement for a further period of ELEVEN MONTHS from the
date of expiration of this Agreement on such terms and conditions as currently being offered to new
Franchisees at that time.

5. Franchisee's Obligations

5.1 Obligation relating to Marks

The Franchisee undertakes that—

• he shall use the marks only for the purposes of promoting the Business and Services.

• he shall abide by all the reasonable directions of the Franchisor in connection with the
use and presentation of Marks.

• the equipment regularly used by the Franchisee in the Business and Services shall carry
such words, devices or designs and in such color and manner, as may be directed by the Franchisor.

• He shall do nothing which will prejudice or damage the goodwill in the Marks or
adversely affect the reputation of the Franchisor.
 • if he comes to know about the infringement of the Marks by some other person carrying
on business in a name and style similar or identical to the Marks he will immediately send information
thereof in writing to the Franchisor.

5.2 Obligation relating to Equipment

The Franchisee shall comply with quality specifications for the Equipment as may be prescribed by the
Franchisor.

5.3 General Obligations

(a) Business under the Marks

The Franchisee shall carry on the Business under the Marks and in no other name and style.

(b)

Business Premises

The Franchisee shall carry on Business or render Services only in the Premises described in the Schedule
or any other premises approved by the Franchiser, and in no other.

(c)

Standards

The Franchisee shall maintain the highest standards in all matters connected with the Business and
render Services relating to Business diligently to the reasonable satisfaction of Franchisor and conform
to the requirements of the Franchisor according to the image and reputation of the Franchisor.

(d)

Staff dress

The Franchisee shall ensure that his personnel comply with all requirements of the Franchisor regarding
clothing, cleanliness, appearance, demeanor etc.

(e)

Training
The Franchisee shall ensure that all his employees are suitably trained by the Franchisor before actually
rendering the Services relating to Business.

(f)Access to customers and personnel

The Franchisee shall permit the Franchisor and/or his duly authorized agent to interact with the
customers and the Franchisee's personnel to know about the Services being provided by the Franchisee.

(g)Insurance

The Franchisee shall ensure with a reputed insurance company in an adequate sum against all
reasonably foreseeable risks relating to the rendering of Services connected with the Business including
product liability arising out of any act, omission or negligence of the Franchisee or any other person for
whom Franchisee is responsible. Insurance should cover all liability in respect of death or injury to
customers, Franchisee's personnel or third persons and damage to property. Franchisee shall provide
copies of such insurance policies and proof of premium payments to the Franchisor upon its request and
abide by the directions of the Franchisor in this behalf.

(h) The franchisee will prepare food items from spices supplied by franchisor only, apart from the
spices supplied by franchisor no other spices will be used in the food nor will they be purchased from
any other person.

Indemnity

The Franchisee shall indemnify and keep indemnified the Franchisor from and against all loss, damage or
liability suffered by the Franchisor due to any act, omission or negligence of Franchisee.

Notice about Franchisee status

The Franchisee shall clearly indicate on his letter-head and correspondence with the public and
customers that he is a Franchisee of the Franchisor. The Franchisee shall prominently display this fact on
the notice board at his premises from where Services relating to Business are being rendered by it.

The Franchisee shall not be entitled to demise, assign, or let out the know-how of the Services
connected with the Business to any other person.

The Franchisee shall comply with all the reasonable requirements of the Franchisor which are consistent
with the terms and conditions of this Agreement and which are necessary for the efficient discharge of
the Services connected with the Business.

The Franchisee shall obtain prior written consent of the Franchisor before making any structural change
in the trading style of the Franchisor.

6. Franchisor's obligations
The Franchisor shall:

(a) Assist the Franchisee in establishing and efficiently discharging the Services connected with the
Business.

(b) Provide to the Franchisee a Manual regarding the Services connected with the Business;

(с) Keep the manual up to date with necessary alterations, amendments and improvements;

(d) Impart training and refresher courses to the Franchisee and his personnel who are engaged in
rendering Services connected with the business at the cost detailed in Schedule III to this Agreement;

(e) Render such reasonable continuing assistance and advice as may be required for the efficient
discharge of Services connected with Business;

(f) Notify its requirements to the Franchisee from time to time as per provisions of Clause 5.3 (k);

7. Consideration and Payment

The following amounts shall be paid by the Franchisee to the Franchisor:

(i) franchise fee of Rs……………..on the date of execution of this Agreement;

(ії)monthly fee for Service management equivalent to………….. percent of the previous month's turnover;

(iii)training cost as per provisions of Schedule Ill to this Agreement;

(iv) monthly contribution of a sum equivalent to ………………- percent of

The previous month's turnover or Rs……………- per month/annum

Whichever is higher, towards Franchisor's Promotion and Advertising Fund.

(v) Advance payment of fifty percent on purchase of spices to be given at the time of order and
remaining to be paid at the time of delivery of spices.

8. Transfer/demise of business

• 8.1 The Franchisee shall not be entitled to assign, delegate or transfer the Franchise or
any rights or obligations under this Agreement.

• 8.2 With the prior written permission of the Franchisor the Franchisee may sell or
otherwise transfer the Business to any person subject to following conditions:

(a) The proposed transferee should be willing and able to meet the Franchisor's standards in all respects;
(b)The Franchisee has not committed any breach of the terms and(c) conditions or covenants of this
Agreement;

(c)The Franchisee shall pay to the Franchisor:

(i) a sum of…………….. percent of the sale price, if the Franchisor has introduced the purchaser;

(ii) a sum of ……………. percent of the sale price, if the Franchisor has not introduced the purchaser.

8.3.1 Following shall be submitted by the Franchisee to the Franchisor

(a) a copy of the written proposal by the proposed transferee regarding purchase of franchised
Business;

(b) the proposed transferee's financial status and business experience; and

(с ) any other information which the Franchisor wants in this regard.

• 8.3.2 The Franchisor shall have the first option to purchase the franchised Business on
the same amount and on the same terms and conditions as the proposed transferee has offered within a
period of 30 (thirty) days from the date of receipt of a copy of the written proposal along with other
papers as mentioned in Clause 8.3.1 above.

• 8.3.3 If the Franchisor declines to exercise or fails to exercise such option within a period
of 30 (thirty) days as required in Clause 8.3.2, it shall be deemed that the Franchisor has consented to
the proposed transfer.

9. Termination

9.1 A party hereto may terminate this Agreement in the event of:

(a) The other party committing a substantial breach of this Agreement and failing to rectify the
same within fifteen days of the receipt of a written notice in this regard from it;
(b) If a creditor takes possession of or a Receiver is appointed on the whole or substantial part of
the undertaking or assets of the other party;
(c) If the other party becomes insolvent or is taken into liquidation or an effective resolution for its
winding up is passed by its shareholders.

9.2 Notwithstanding anything contained in Clause 9.1 the Franchisor may terminate this Agreement if:

(a) The Franchisee fails to pay any sum to the Franchisor as per provisions of this Agreement within
fifteen- days following its due date;
(b)The Franchisee fails to submit any document to the Franchisor as per provisions of this Agreement or
as per requirement of Franchisor according to the provisions of this Agreement within fifteendays
following its due date;

(c)The Franchisee winds up or takes any step to wind up the Business;

(d)the Franchisor's intellectual property rights relating to the Services are challenged by the Franchisee.

9.3 If a part of this Agreement is held to be void or found to be unenforceable and the Franchisor is of
the opinion that the exclusion of unenforceable part of the Agreement will adversely affect the
Franchisor's right to receive payment or remuneration for the Franchisor's Mark or its Know-how, then
the Franchisor shall have right to terminate this Agreement on ………FIFTEEN……. days notice in writing
to the Franchisee.

9.4 ………FIFTEEN……….days notice shall be required for termination of this Agreement as per provisions
of Clauses 9.1 and 9.2 hereinabove.

• 9.5 Expiration or termination: This Agreement shall be without prejudice to any right or
obligation which has accrued to the parties hereto with respect to any antecedent breach of any
provision of this Agreement by any party hereto.

9.6 After the termination of this Agreement —

• All the documents, papers, stationery or other article bearing the Marks shall be
returned by the Franchisee to the Franchisor whether any such document, paper, stationery or other
article was supplied by the Franchisor or not;

• The Franchisee shall not make use of the Marks;

• The Franchisee shall neither pretend nor act like a Franchisee of the Franchisor;

• The Franchisee shall neither pretend not act as an associate of the Franchisor;

• Any commendations or references provided by the Franchisor to the Franchisee during

the subsistence of this Agreement shall not be disclosed to third person.
 • The Franchisee shall keep secret and confidential the know-how and any technical or
confidential information which it has obtained during or as a result of this Agreement and it shall not be
disclosed to third persons.

9.7 The secrecy undertaking as per Clause 9.6 (f) hereof, however, shall not be applicable and the
Franchisee shall be under no obligation of secrecy hereunder in respect of any information or
knowledge, if such information or knowledge:was in lawful possession of the Franchisee or its agent
prior to the disclosure thereof by the Franchisor and had not been obtained by him either directly or
indirectly from Franchisor; oris after its disclosure by the Franchisor, lawfully disclosed to the Franchisee
or its agent by any third party having no obligations of secrecy to the Franchisor; or hus entered before
or after the expiration or termination of sion Agreement into the public domain not through any act of
omission of the Franchisce or its agent.

9.8 The Franchisee shall not for a period of SEVEN DAYS from the date of expiration or termination of
this Agreement carry on, directly or indirectly, any business which competes with the Services or is
similar to the Business within a radius of SIXTY kilometers from the premises from where the
franchised Business was being carried by the Franchisee.

10. Patent

10.1 The Franchisor hereby warrants that the franchise granted hereunder by the Franchisor to
the Franchisee and the use and practice by the Franchisee of the know-how including the process
and/or the Manual supplied by the Franchisor to the Franchisee pursuant hereto, does not infringe any
patent, copyright, registered design or other intellectual property rights of any person in India. In the
event that an action, suit or proceeding is brought by any person in India against the Franchisee based
on any such infringement, the Franchisee shall promptly give written notice thereof to the Franchisor
and the Franchisor shall defend the said action. suit or proceeding for the Franchisce at the Franchisor's
cost.

• 10.2 The Franchisee shall fully cooperate with the Franchisor in the defense of any such
infringement action and shall render all reasonable assistance to the Franchisor in all such proceedings
and shall have the right to be represented in any such proceedings at his cost and expense.

• 10.3 The Manual, photographs, documents, papers and other articles supplied by the
Franchisor to the Franchisee during the subsistence of this Agreement is the property of Franchisor. The
Franchisee undertakes that it will neither copy it nor permit it to be copied out for any purpose other
than the rendering of the Services connected with the Business. The Franchisee further undertakes that
he will not disclose the content or concepts of the Manual, know-how and secret and confidential
information to any third person and he will not himself make use of it whether directly or indirectly for
purposes otherwise than in providing the Services connected with the Business.

11. Entire Agreement

11.1 The manual supplied by the Franchisor to the Franchise is part of this Agreement.
 11.2 This Agreement along with the Manual constitutes the entire Agreement between the
parties and supersedes any and all prior agreements and understandings, whether written or oral,
between the parties with respect to the subject-matter hereof and no agreement or understanding
varying or extending this Agreement shall be binding on any party unless made in writing and signed by
a duly authorized officer or representative of that party, which writing must contain an express
reference to this agreement .

12. Severability

Any provision of this Agreement which is held to be invalid or unenforceable for any reason shall be
ineffective to the extent of such invalidity or unenforceability only, without affecting in any way the
remaining provisions hereof.

13. Warranties

The Franchisee shall give warranty to its customers only to the extent the Franchisee is authorized by
the Franchisor in this behalf or as is given in the Manual in force at the relevant time. The Franchisee
shall alone be responsible for the warranty given in excess of its authority.

14. Indemnity

The Franchisee shall indemnify and keep the Franchisor fully indemnified against all claims, demands,
damages, losses, expenses and costs which the Franchisor may suffer or incur as a result of breach of
any provision of this Agreement.

15. Force Majeure

• 15.1 if the performance of this Agreement or of any obligation of either party is

prevented restricted or interfered with by reasons of fire. explosion, strike, casualty or accident,
epidemic, cyclone, earthquake, flood, war or requirement of any Government or authority or
representative of any such Government or any other cause whatsoever, beyond the reasonable control
of parties hereto, the party so affected, upon giving prompt notice to the other party shall be excused
from such performance to the extent of such prevention, restriction or interference for the period it
persists, provided that the party so affected shall use its best efforts to avoid of remove such causes of
non-performance, if possible, and shall continue performance hereunder with the utmost despatch
whenever such causes are removed.

• 15.2 If the force majeure persists for a continuous period of FIFTEEN days, the
Franchisor may require the Franchisee—
(a) to pay all the money payable to Franchisor within SEVEN days from the date of written notice given
by the Franchisor to the Franchisee in this behalf; and

(b) To stop the Business until further notice by the Franchisor to the Franchisee in this behalf.

The Schedules referred to hereinabove:

Schedule I (Premises)

Schedule II

(Relating to Services Marks)

Schedule III

(Relating to Payment)

IN WITNESS WHEREOF, etc.