Term & Conditions
This agreement is executed and made effective on this _________day of ___________ in the year 2020.
Bright Ecomshop Solutions India Pvt. Ltd., a private limited company incorporated under the Company’s Act, 1956 and having its registered office at Plot No. 2,3,4 and 5, Office No. 720, 7th Floor Commodity Exchange Centre, Sector 19A, Vashi, Navi Mumbai, Maharashtra- 400705, hereinafter referred to as the “Franchisor”.
____________________ (Franchisee name), its registered office located at _______________________________, hereinafter referred to as the “Franchisee”.
The Franchisor and Franchisee shall hereinafter be collectively referred to as “the Parties” and where the context permits, individually referred to as “the Party”.
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:
- Definitions in this agreement the flowing definitions shall apply.
(i) Agreement: means this Ware House of Bright Ecomshop Solutions
India Pvt. Ltd. franchise agreement.
- Franchise: means the right granted by this agreement.
- Franchisor: means the party described at the beginning of this agreement and here in referred to as be company.
- Business day: means a day on which banks are open for trading in India.
- Franchise fee: means the initial fee payable by a franchisee for the grant and other matters as specified.
- Intellectual property: includes all licensed copyright design, trademarks, patent, process and corporate name.
- Services: means these services forming part of the system from time to time.
- Inspection by Company: to permit the company and its servant and agents at all reasonable times upon the provision of reasonable notice by the company to inspect and copy all books, financial other records relating to the business.
- Confidential information: means but not limited to the operation manual is, trade secrets, information, methods, ideas, concepts, price, forms, techniques, data base, copy right materials, etc.
- Customer: means a person or entity with which the franchisee provides services.
- Discontinue: means to terminate case the operating the business.
- Field consultant: means any person nominated by the company from time to time, visit the franchisee and facilitates the commercialization.
- The Franchisor appoints the Franchisee on an exclusive basis in the Territory of India and to the term and conditions of this agreement;
- The Franchisor hereby grants to the Franchisee all the relevant rights to carry on business as a Franchisee.
- Franchisee can use the trade names, trademarks, of the Franchisor for business purpose.
- Franchisee can use the Franchisor’s copyright, material, know-how, knowledge etc.
- The Franchisee will operate the franchised business from the following business address ____________________________.
- General & Payment Terms of Franchise:
- The franchise shall commence from the date of execution of this agreement and shall remain in operation for a term of ______ there from. The franchise along with all licenses, rights and privileges that are granted to the Franchisee as per terms of this Agreement shall cease to operate on determination of this Agreement by efflux of time on completion of _____from the date of execution unless the Parties agree to extend it for another term of ____.
- On the signing of this Agreement the Franchisee will pay to the Franchisor the sum of Rs.25, 00,000/- (Rupees Twenty Five Lac Only).
- The mode of payment shall be mutually decided between the parties.
- The payment made by either of the parties must be realised within 5 working days.
- Any delay in payment of fees to the Franchisor by the Franchisee beyond the time stipulated under this agreement shall attract delay penalty at the rate of 10% per day on the outstanding amount.
- A written request for extension of term of franchise must be made by the Franchisee to the Franchisor at least Two (2) months prior to the date of expiry of term of this agreement.
- In case the Franchisor is desirous of extending the term of Franchise in favour of the Franchisee for a further term of ____, he shall either directly or through his agent/representative address a written communication to the Franchisee indicating his willingness for extension.
- Under no circumstances can there be a deemed extension or extension by ‘conduct of Parties’ of the term of Franchise under the present Agreement.
- In case the Parties agree to extend the term of Franchise, they shall necessarily enter into a fresh Agreement, on similar, amended or additional terms and conditions, as may be agreed upon by the Parties at the time of extension and such agreement shall be duly registered.
- The Franchisee shall be duty-bound and obligated to share the details of goods procured, goods produced inventory and sales register with the Franchisor as and when Franchisor wants.
- Quality Control- Rights and Duties of Parties
- The Franchisee shall prepare/manufacture, sell, deliver and serve only those Goods as are named in Annexure-A enclosed with this Agreement. The Franchisee, however, shall be free to introduce new Goods in the Franchise list but only after obtaining prior written approval of the Franchisor.
- The Franchisor shall communicate his written approval/rejection of new Goods proposed to be added in the Franchise Outlet’s menu by the Franchisee within 15 days from the date of receiving such request from the Franchisee.
- The Franchisee shall be solely responsible for maintain quality of Goods prepared, stored and/or sold at the Franchise Outlet.
- The Franchisor or his agents or representatives shall be free to inspect the quality of Goods in the premises of the Franchise Outlet, at will and without serving any notice of such visit to the Franchisee.
- In case the Franchisor or his agent or representative identifies or comes to know of inferior quality Goods at the Franchise outlet and brings the same to the notice of the Franchisee, the Franchisee shall be duty-bound and obligated to immediately remove such inferior quality Goods from the outlet’s franchise list and rectify the quality of such Goods within seven (07) days from the date of receiving such objection in respect of quality of such Goods from the Franchisor.
The Franchisee shall indemnify the Franchisor against all loss, damages and expenses that the Franchisor incurs on account of operation of the Franchise Outlet. Any expense that the Franchisor incurs on account of, but not limited to, third party claims, state actions, revenue claims, tortuous liability, contractual disputes, employee disputes etc. shall be indemnified by the Franchisee.
The Franchisee shall avail insurance and shall keep insured the entire Franchise Outlet from all risks hazards. The Franchisor shall not be in any way responsible for the loss or damages caused to the Franchisee on account of act of God, natural calamity, outbreak of fire etc.
- Notice period
That in case the franchisee wish to discontinue with the franchisor, franchisee must give 90 days’ notice in advance.
That notice must be in form of an official letter with a heading as “Discontinuation of franchisee”. The said official letter shall be served and must duly be received by the franchisor.
The Franchisee, its partners or anyone acting on behalf of or at the behest of the Franchisee or its Partners/directors, shall not compete with the Franchisor by entering into a similar business under any other brand name or by creating his own brand at any location, either himself or through his aides, agents, representatives or family members, in the currency of the present Agreement.
- It is understood by and between the Parties that in the course of operation of the present Franchise Agreement, the Franchisee may become privy to the recipes, trade secrets, technical know-how and such other such confidential information of the Franchisor as may be required for successful operation of the franchise. However, the recipes/technical know-how and other such confidential information for manufacture/preparation or sale of Goods sold under the Trade Mark are intangible property/trade secrets of the Franchisor of the Trade Mark and the same shall remain under exclusive ownership of the said owner of the Trade Mark. Therefore, the Franchisee covenants that the Franchisee, its partners/director or anyone acting on behalf of or at the behest of the Franchisee or its Partners/director, shall not disclose the said confidential information to the Franchisor’s competitors or to any other third party either in currency or post termination/determination of this Franchise Agreement.
ii. The Franchisee, its partners/directors or anyone acting on behalf of or at the
behest of the Franchisee or its Partners, shall not disclose terms/conditions of this Agreement to any other party for any reason whatsoever.
- Sale/transfer of Business:
- The Franchisee shall have no right to transfer the franchise to any other entity or individual in India during the term of this Agreement.
- The Franchisee shall have no right to sell the franchise business to any other entity or individual in India during the term of this Agreement.
- The parties shall keep all information of confidential nature as strictly confidential and shall not disclose it to third Parties without the prior written consent of either party during the term of this Agreement.
- The Franchisor may terminate this Agreement if the Franchisee:-
- Fails to commence business within one months of execution of the Agreement.
- Is in breach of the terms of this Agreement.
- Persistently defaults in payment of any amounts due to the Franchisor.
- Is found to have supplied materially and services false or misleading information in or supporting the franchise application.
- Goes into liquidation/bankruptcy or is insolvent.
ii. This agreement shall be terminated immediately on serving a termination notice in following situations:
- Indulging in unprofessional activities.
- Including any third party in whatsoever manner, directly or indirectly without notifying the franchisor.
- Mis-conduct, unethical behaviour, immoral conduct
- Moral turpitude
- Conflict of interests with Company's business interests
- Dispute Resolution and Jurisdiction:
- 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 Arbitration and Conciliation Act, 1996.
- The arbitral proceeding shall be composed of sole arbitrators, appointed solely by the Franchisor.
- The place of arbitration shall be at the office of the Arbitrator and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties.
- 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.
- The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties, and the provisions of the Arbitration and Conciliation Act, 1996 shall apply.
- 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 Delhi and/or Mumbai.
For the Franchisor
Bright Ecomshop Solutions India Pvt. Ltd.
For the Franchisee