FRANCHISE
AGREEMENT
This
agreement is signed on this day of
January, the year ---
Between
………………………………………………………., a private limited company
incorporated under the company’s act 1956, and having its corporate office at ……………………………..,
India, herein after referred to as the “Franchiser” which expression shall unless repugnant to the contest
or meaning thereof include its successors and assigns of ONE PART.
And
………………………………………, a proprietary firm
having its ……………………………, and represented by ……………………………,
S/o ……………………………, aged about ….. years, hereinafter referred to as the “Franchise” which expression unless
repugnant to the context or meaning thereof be deemed to include, legal
representative, executors, administrators, successors and permitted assigns of the
other PART, each a party and collectively referred to as parties.
Both
parties as above have expressed a desire of entering in to a franchise
agreement to meet their respective objectives, which are set out here in below,
a)
……………………….
on its part has entered into the business of Online Ads, Offline Ads, Value Added
Services and Premium Services and is interested in furthering this business
through “Franchise” (Conductor) operated Signature:
…………………. outlets on
national basis maintaining a uniform standard facilities and services including
uniformity in the charges levied from the customers for rendering the specified
services.
b)
“Franchise”
on his part is interested in entering into the business of operating as a
service provider through their cyber cafe outlet and thus carrying out the
business of providing services to the customers.
c)
……………………………
is desirous of appointing “Franchise” to conduct, manage and operate the
services through the …………… as per the uniform norms set up by ………………… in
respect of nature of services and cost of services to the customer.
d)
“Franchise”
is desirous of taking over the services offered by ……………………., for the purpose
of its operations and management to carry out business on the terms and
conductions contained herein.
e)
The
purpose of this Agreement is to set forth the terms and conditions under which
the parties to the Agreement shall conduct themselves during the substances of
Agreement.
NOW,
THEREFORE, the parties, in considerations of the convents, undertakings and
commitments set forth therein here by mutually agree as follows,
Section
1: Definitions and Interpretations
For the purpose of this agreement, the
following expressions shall bear the respective meaning set forth below,
Details
of terminology for the services to be provided
Section 2: Grant of
the Franchise
- The “Franchise”
warrants and represents to …………………… that it is a company / firm, validly
existing and a good standing under the laws of republic of India and has
all requisite power and authority to enter into this agreement with ………………….
All the obligations of the “Franchise” under this agreement are legal,
valid and binding obligations enforceable in accordance with its terms.
There are no proceedings pending against the franchise, which may have an
advice effect on the ability of the franchise to perform and meet its
obligations under this agreement.
- On consideration
of the “Franchise’s” applications and relying on such assurances and representations
that “Franchise” has made to ……………………………., ………………… appoints the franchise
as a franchise on the terms and conditions set forth in this agreement and
in the website.
- There is no product
and/or service and/or territorial exclusivity granted to the “Franchise”
as part of this Agreement by …………………… may give such right or a similar
right to persons other than “Franchise” to sell …………………. products and
services anywhere including geographic area surrounding the premises.
Section 3: Services,
Terms & conditions
1.
.................................... would
provide their entire range of services by own or through the service providers
which includes online ads, offline ads, value added services and premium
services to the “Franchise”.
2.
“Franchise”
will act as a single point e-hub for all the services
provided by .................................... falling within the purview of this agreement.
3. The entire business being on pre-payment
basis, .................................... will supply all the services based
upon requests from “Franchise” up to limits available for “Franchise”. Such
limits will be equivalent to the funds available from “Franchise” with ....................................
at any point in time and will keep reducing with every transaction
corresponding to the value of transaction. ....................................
will enhance the limit of Franchisee by amounts received by it from “Franchise”
from time to time.
4. .................................... will publish
commission structure and earning of the ”Franchise” from time to time in the
web site ..................................... The details of all transactions
done by “Franchise” will be available on the web, login ID and password of
which will be provided to “Franchise” by .....................................
“Franchise” will keep enough funds with .................................... so
as to cater all transactions to provide services to the customers.
5. All the services falling
within the purview of this agreement will be made to “Franchise” based upon standard conditions of sales as set by .................................... for all its “Franchise” outlets from time to time. Such conditions will
generally be in line with conditions that are placed upon .................................... by various service providers and also as a result of business
decisions, legal and contractual requirements.
6. ”Franchise” will keep providing the services
within the purview of this agreement through their outlets exclusive with .....................................
”Franchise” will not enter into direct agreements with any other services
providers, aggregators, distributors or any similar entity in India for this
purpose, for the duration of this agreement.
7. The Intellectual Property rights including
the concept of delivery of services will rest with ....................................
or its suppliers or service providers.
8. ....................................
and ”Franchise” shall conduct their business at all times, in accordance with the applicable statutes, regulations,
notification etc., Issued by the Government or any other statutory authority.
Section
4: Confidentiality
1. “Franchise” shall keep all information of
confidential nature received from the .................................... in
whatever form as strictly confidential and shall not disclose it to third
Parties without the prior written consent of ....................................
during the term of this Agreement.
2. “Franchise” agrees not to disclose revenue
Information without .................................... prior written consent.
Section 5: Limitation of liability
The Parties shall not be liable for any
incidental, special, indirect or consequential damages arising out of or
relating to this Agreement.
Section
6: Terms
This Agreement comes into force on the date
of signing this Agreement and shall continue for one (1) year after this date.
This agreement may be extended on the mutual agreement of both parties, unless
earlier terminated in accordance with the agreement by paying renewal fee to ....................................
by “Franchise”.
Section
7: Termination
1. This agreement may be
terminated by either party at any time, without assigning any reason by giving
prior written notice of ninety (90) days.
2. .................................... shall
be entitled to terminate this agreement, with immediate effect upon happening
of one or more of following:
a. Any
breach or violation of any of the terms and conditions of this agreement by the
“Franchise”, if within seven (7) days of written notice from RMS E-Services
India Pvt. of the breach or violation, such breach or violation is not cured,
provided that no cure period shall be applicable for the violation of any
applicable law.
b. Failure of
the “Franchise” to provide the services to the customers as per the
expectations of .....................................
Section 8: Applicable Law
This aggrement is governed by and constructed
in accordance with the laws of india.
Section
9: Dispute Resolution and Jurisdiction
1. Any dispute, controversy or claims arising
out of or relating to this Agreement or the breach, termination or invalidity
thereof, shall be settled by arbitration in accordance with the provisions of
the [Indian] Arbitration and Conciliation Act, 1996.
2. The arbitral tribunal shall be composed of
three arbitrators, one arbitrator appointed by ....................................,
a second arbitrator appointed by “Franchise” and a third arbitrator to be
appointed by such arbitrators.
3. The place of arbitration shall be at ……………… and
any award whether interim or final, shall be made, and shall be deemed for all
purposes between the Parties to be made in ……………………..
4. The arbitral procedure shall be conducted in
the English language and any award or awards shall be rendered in English. The
procedural law of the arbitration shall be Indian law.
5. The award of the arbitral tribunal shall be
final, conclusive and binding upon the Parties, and the provisions of the
[Indian] Arbitration and Conciliation Act, 1996 shall apply.
6. The rights and obligations of the Parties
under, or pursuant to, this Clause, including the arbitration agreement in this
Clause, shall be governed by and be subject to Indian law, and the agreement
shall be subject to the exclusive jurisdiction of the courts at Hyderabad
This Agreement has been executed on the date set forth
herein in two (2) copies of which the Parties have taken one each.
For ...................................., For ……………………………….
Authorized
signatory
Authorized signatory
Witness 1 Witness 1
Signature: Signature:
Name :
Name
:
Address :
Address :
Witness 2
Witness 2
Signature:
Signature:
Name :
Name :
Address :
Address :
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