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Spartans Area Franchisee Agreement

This Area Franchisee Agreement made at..on this the. th day of


, 2015 and entered in to between M/s / Mr. / Ms.
S/O D/O W/O of ..having its office at
. , the Regional Master
Franchisee of the Franchiser, M/S Spartan Educational Events & Services,
Chennai 600 010 (Hereinafter referred to as the Regional Master Franchisee)
represented by its .. ..Mr / Ms. . ..
S/O D/O of . aged . years residing at ..
.. .................... (Which
expression shall, unless it be contrary to the context thereof include the
successor in office of Partner, administrators or legal representatives etc)
AND
M/s . a proprietorship concern / partnership firm / having its
office

at

...

(Hereinafter referred to as the Area Franchisee)

represented by its

. Mr./Mrs. .. S/O D/O W/O of


Mr / Ms aged .years
and residing at .
( or M/s / Mr. / Ms. S/O D/O W/O
..

having

office

at

of

..) (Which expression shall, unless it be contrary to


the context thereof include the successor in office of Partner, administrators or
legal representatives etc) with ID.. No and
PAN No .
WHEREAS the Regional Master Franchisee is engaged in conducting an
English Spelling and Vocabulary competition in the name and Style of Spartan
Spelling Bee

and a Logical Reasoning Contest in the name and style of


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Spartans Logical Masterminds under the Franchiser, inviting participation


from City / State Level,

with in the limits of .. (state). The

competition and contest are being organised for school students studying in from
1st Std to 12th Std and from 1st Std to 12th Std respectively in India. Medals,
Shields, Trophies and Certificates are being offered at the School Level, Zonal
Level, State Level and National level by and in the name of the Franchiser.
The Spelling competition and the Logical Reasoning Contest would be an
ongoing events with Medals, Shields, Trophies and Certificates are

distributed

annually.
AND WHEREAS the Regional Master Franchisee intended to engage Area
Franchisees for the above said competition and contest in the areas defined by
the Regional Master Franchisee as shown in Area Schedule I annexed here
with.

AND WHEREAS the Area Franchisee has approached the Regional

Master

Franchisee and requested to engage them as Area Franchisee to conduct the


Competition and contest

within the area scheduled in the Area Schedule

annexed here with, under the supervision of the Franchiser / Regional Master
Franchisee.
AND WHEREAS the Regional Master Franchisee has agreed to engage the Area
Franchisee for the areas scheduled in the Area Schedule annexed here with as
their Area Franchisee to conduct the said Competition and contest

of the

Franchiser by using the name, style, logo, materials etc. on such terms and
conditions as mutually agreed between the parties as follows.
1. The Area Franchisee shall conduct the Spartan Spelling Bee
Competition and Spartans Logical Masterminds contest under the
rules, regulations and guidance of the Franchiser and the Regional
Master Franchisee and the Area Franchisee is entitled to use the
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name, style, logo materials etc for the conduct of the Competition
and contest. The Area Franchisee shall not misuse the name, style,
logo materials etc. of the Franchise.
2. The Area Franchisee shall not directly or indirectly engage or
involve in any other similar competition or contest or programme or
event and any other competition or contest or programme or event
with the same or similar name.
3. The area of operation of the Area Franchisee shall be as shown in
the Area Schedule I annexed here with.
4. The Operation and activities of the Area Franchisee for the conduct
of the Spartan Spelling Bee and Spartans Logical Masterminds
shall be restricted within the area assigned to the Area Franchisee
as per the Area Schedule I annexed here with. The Area
Franchisee shall be liable to make good of any loss of the
Franchiser / Regional Master Franchisee / other Area Franchisees
caused by the violation of the territorial jurisdiction by the Area
Franchisee.
5. The agreement shall not be delegated or deviated by the Area
Franchisee and the Area Franchisee shall not engage Sub
Franchisees to conduct the competition in the various parts within
their area. The Area Franchisee shall not enter into any agreement
on behalf of the Franchiser/ Regional Master Franchisee /other
Franchisees, or in connection with the conduct of the Competition
and Contest as per the terms and conditions stipulated by the
Franchiser, under any circumstances.

6. The Franchisee shall not use the logos, slogans, brand names and
any such material used by the Franchiser, for any other purposes,
other than those approved by the Franchiser for Spartan Spelling
Bee Competition and Spartans Logical Masterminds Contest.
7. For the successful implementation of the Competition and Contest,
during the agreement period, the Area Franchisee shall follow the
target provided in the Target Schedule annexed here with.
8. The Area Franchisee is responsible to conduct the Competition and
Contest successfully within their allotted area with maximum
number of participants. In case the performance of the Area
Franchisee is not satisfactory to the norms/guidelines of the
Franchiser/ Regional Master Franchisee, the

Regional Master

Franchisee in consultation with the Franchiser, is at liberty to


terminate this agreement by giving one month notice and after
adjudicating the claims of either party within the notice period, the
Regional Master Franchisee can proceed with the event as if the
franchise has been merged with the Regional Master Franchisee.
9. Any other competition or contest or event conducted by the Area
Franchisee, with the explicit written permission of the Franchiser /
Regional Master Franchisee shall not mention or include the name
of the Franchiser / Regional Master Franchisee.
10. Spartan Spelling Bee and Spartans Logical Masterminds shall
be conducted as per the rules, regulations, norms and guidelines
provided by the Franchiser / Regional Master Franchisee,
prescribed time to time.

11. The Area Franchisee shall provide the entire infrastructure in


accordance with the standards, norms and requirements of the
Franchiser / Regional Master Franchisee for the smooth conduct of
the competition and Contest at the School Level, Zonal Level and
the State Level. The infrastructure and activities of the Area
Franchisee will be open to inspection and screening initially and
periodically by the authorised representatives of the Franchiser /
Regional Master Franchisee.
12. The Franchiser / Regional Master Franchisee shall be entitled to
evaluate the performance and standards

provided by the Area

Franchisee from time to time and shall also have the right to
demand correction / up gradation, if any degradation of standard of
norms are noticed during such evaluation. In the event of the Area
Franchisee failing to conduct the Spartan Spelling Bee

and

Spartans Logical Masterminds to the prescribed standards and /


or without the infrastructures required by the Franchiser / Regional
Master

Franchisee,

the

Franchiser

shall

issue

necessary

instructions and directions in writing to the Area Franchisee for the


rectification by granting the maximum of 1 month time and if the
Area Franchisee fails to comply with the instructions and directions
and make the necessary rectifications within the said period , the
Area Franchisee ship shall be terminated and cancelled by the
Regional Master Franchisee in consultation with the

Franchiser

and from that date on wards the Franchiser / Regional Master


Franchisee shall not be liable or binding for any activities conducted
by the Area Franchisee.
13. The Area Franchisee may advertise the activity with the prior
approval of the Franchiser / Regional Master Franchisee. All
matters to be advertised or displayed on name boards; banners etc.
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by the Area Franchisee should have the prior approval and sanction
in writing from the Franchiser / Regional Master Franchisee.
14. The Area Franchisee shall during the conduct of the Competition /
Contest at the school / institution, collect registration fees from each
participant as shown in the Registration Fee Schedule II annexed
here with.
15. The Area Franchisee should submit to the Regional Master
Franchisee all such reports viz. events, schools, participants,
winners within the time frame as stipulated in the

Reports

Schedule annexed here with.


16. The Area Franchisee shall meet the cost of all expenditures
incurred for conducting the competition in schools / institutions
located in the area allocated to the Area Franchisee in the Area
Schedule I annexed here with from and out of their approved share
of

the registration fees collected by them

from the respective

participants of the schools / institutions, as shown in Schedule II


annexed here with. The Area Franchisee shall submit the periodical
statements of receipts and payments to the Regional Master
Franchisee.
17. The Area Franchisee shall arrange to conduct the Zonal Level
competition of the Spartan Spelling Bee and Spartans Logical
Masterminds in the area allocated to them as per the Area
Schedule I

annexed here with. The expenditures incurred

conducting the Zonal level

for

competition shall be met from the

registration fee collected for the Zonal level competition from the
respective schools / participants and the surplus amount after
meeting all the expenditures incurred by the Franchiser, Regional
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Master Franchisee and Area Franchisee shall be shared by the


Franchiser, Regional Master Franchisee and the Area Franchisee.
The Area Master Franchisee shall deposit 20 % of the said surplus
amount in the Franchisers bank account, pay an another 20 % of
the said surplus amount to the Regional Master Franchisee and the
remaining 60% will be retained by the Area Franchisee, as their
share.
18. The Area Franchisee shall buy and maintain adequate quantity of
Competition /Contest book sets and other competition / contest
stationeries by making advance payment to the Regional Master
Franchisee, in order to ensure the smooth conduct of the
Competition.
19. The Franchiser / Regional Master Franchisee shall supply the
required quantity of Consent Letters, Brochures, Registration
Forms, Competition Stationery and other required materials to the
Area Franchisee.
20. It is agreed by the parties hereto that the Area Franchisee is
entitled to get Area Franchisees

share of the gross collection of

the registration fee paid by the participants of the school level


competition as shown in the Registration Fee Schedule II annexed
here with.
21. At the time of entering into the Area Franchisee ship agreement,
the Area Franchisee shall pay a sum of Rs.30,000/-

( Rupees

Thirty thousand only ) towards non refundable area Franchisee


fee to the Franchiser / Regional Master Franchisee.

22. The Area Franchisee shall make advance payment for the
competition book sets of the school level competition / contest as
shown in the Registration Fee Schedule II

annexed here with.

However, the Area Franchisee shall always maintain adequate


stock of competition / contest book sets in order to ensure the
smooth and uninterrupted conduct of the Competition.
23. The Area Franchisee shall arrange to keep a proper and regular
book of accounts for all the receipts and payments related to the
Competition.. The Regional Master Franchisee or his authorised
person will have the full right to inspect the said account at any
reasonable time, if so required.
24. If the Franchiser / Regional Master Franchisee found any violation
or infringement of the clauses of this agreement by the Area
Franchisee, it will lead to the Franchiser / Regional Master
Franchisee to terminate this agreement with out giving notice to the
Area Franchisee and the Franchiser / Regional Master Franchisee
shall at liberty to take appropriate action against the Area
Franchisee for the damages.
25. The Franchiser / Regional Master Franchisee will not be
responsible for any damages or loss incurred by the Area
Franchisee or by the participants of the competition / contest
conducted by the Area Franchisee.
26. The Franchiser / Regional Master Franchisee will not be liable /
responsible for any loss, damages, inconvenience or difficulty
caused to the participants of the Competition conducted by the
Area Franchisee subsequent to the termination of this agreement or
from the closure / suspension of services of the Area Franchisee.
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27. The Franchiser / Regional Master Franchisee shall prescribe the


mode and style for the conduct of the competition / contest and
provide the training. The Area Franchisee shall ensure the conduct
of the competition / contest is strictly according to the stipulations
such provided and only with the support material provided by the
Franchiser /Regional Master Franchisee.
28. The Area Franchisee shall engage Marketing person/s, Competition
Assistants who are trained / approved by the Regional

Master

Franchisee for the conduct of the Competition.


29. The Franchiser holds the sole right to amend the norms and to
revise the registration fee of the competition / contest whenever it
is necessitated. The Area Franchisee shall be bound to follow the
amended norms and to collect such registration fee as amended
from time to time.
30. The Franchiser / Regional Master Franchisee will not be held liable
or responsible for any compensations, payments etc., for any
losses, damages, hardships etc encountered by the Area
Franchisee due to delays, changes, variations etc., in the conduct
of the competition / contest, which the Area Franchisee has agreed
to conduct and bound by the terms and conditions stated in this
agreement.
31. In the event of the premature termination of this agreement by the
Franchiser / Regional Master Franchisee, as the Area Franchisee
has violated any of the terms and conditions or guidelines
prescribed in this agreement, the Franchiser / Regional Master
Franchisee will not be liable to
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buy back any materials related to

the Spartan Spelling Bee and Spartans Logical Masterminds


already bought by the Area Franchisee from the Franchiser /
Regional Master Franchisee. The Franchiser / Regional Master
Franchisee will not be responsible or held liable for any losses,
damages, hardships etc encountered by the Franchisee in this
regard.
32. The Franchiser will award medals to all winners and certificates to
all the participants of the Spartan Spelling Bee and Spartans
Logical Masterminds at the school level. The certificates will be
issued to the

Area Franchisee

through the Regional Master

Franchisee only after the Area Franchisee fully complied with the
terms and conditions stipulated in this agreement.
33. The Area Franchisee shall not launch any website directly or
indirectly or associate with any website directly or indirectly with
any name identical or similar to Spartan Spelling Bee and
Spartans Logical Masterminds

containing any information /

photographs related to the Spartan Spelling Bee and Spartans


Logical Masterminds. The Franchiser will have the full right to
claim compensation/damages from the Area Franchisee and also to
take over the identified website without any compensation on
violation of this clause.
34. The Area Franchisee

shall at all times keep confidential all

Confidential Information which includes

all business or technical

information which directly or indirectly relates to the development


and operation of the Franchiser, past, present or future customers,
franchisees, suppliers, other consultants, clients or associates, and
not intended for general dissemination, including but not limited to
any agreements, business plans, strategies, policies, marketing
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plans, marketing strategies, data of participants, pricing models,


customer

service

proposals,

project

proposals,

commercial

proposals, information relating to employees of the Franchiser


and/or its Regional Master Franchisees / Area Franchisees,
financial figures including revenues, costs, profits and losses and
capabilities and functionality, whether such information is stored or
disclosed in writing, in machine - readable form, on pen drive /CD /
floppy diskettes or communicated orally or digital or in any other
form. The Franchiser will have the full right to claim compensation /
damages from the respective parties, if this clause is found to be
violated.
35. During the term of this Agreement and for a period of 1 year
thereafter, the Area Franchisee agrees not to directly or indirectly,
either on their own account or as a partner, employee, consultant,
advisor, agent, contractor, director, trustee, committee member,
office bearer or shareholder, own, operate, take up employment in,
participate in or be associated with, in India or elsewhere, in a
business which is into any other similar Competition or Contest or
Program or Event

and any other Competition or Contest or

Program or Event with the same or similar name.


36. At the end of the term of this Agreement or on its termination the Area
Franchisee will promptly deliver to the Franchiser / Regional Master
Franchisee, all Confidential Information.
37. This agreement is valid for a period of 2 years from the date of this
agreement.

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38. This Area Franchisee agreement may be renewed for a further


period of 2 years, if the performances are satisfied to the
Franchiser / Regional Master Franchisee.
39. In case of premature termination of this agreement the Regional
Master Franchisee has the right to proceed with the Competition /
Contest as if the Franchise has been merged with the Regional
Master Franchisee. However the Regional Master Franchisee shall
not be liable for any damages, Claims or legal proceedings
resulting from the operation of the Area Franchisee, prior to the
termination of this agreement.
40. Any dispute between the parties hereto shall in the first place be
settled by mutual negotiation between the Franchiser / Regional
Master Franchisee and the Area Franchisee or their authorised
representatives.
40. In case of any dispute or differences arising out of this
agreement or in Connection with this agreement or interpretation of
this agreement shall be referred to arbitration before the arbitrator
to be appointed by the Franchiser / Regional Master Franchisee.
Arbitration proceedings shall be held at with in the limits of
.City. Any suit or other legal proceedings arising out of
and

based on this agreement shall be instituted / initiated in the

concerned

court in Chennai

city, Tamilnadu alone and not

elsewhere.
IN

WITNESS

WHEREOF

THE

PARTIES

HERETO

SET

RESPECTIVE HANDS AND SIGNED ON THESE PRESENTS ON


MONTH AND YEAR FIRST ABOVE WRITTEN.

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THE

THEIR
DAY,

REGIONAL MASTER FRANCHISEE

AREA FRANCHISEE
WITNESS:
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2.

ANNEXURE
Schedule I - Area & Target Schedule
Area
The area allotted to the Area Franchisee shall constitute the following places :
1)
2)

Target
For the successful execution of the contract the Area Franchisee shall meet the
following annual target:

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Minimum number of schools where the competition is to be conducted by the


Area Franchisee

------- Nos.

Minimum Participation of students:


Spartan Spelling Bee

Spartans Logical Masterminds : ..


REGIONAL MASTER FRANCHISEE
AREA FRANCHISEE

Schedule II - Registration fee and share of the Registration fee


Registration fee per participant for the school level competition:
Spartan Spelling Bee : Rs. 250/Spartans Logical Masterminds: Rs. 300/Area Franchisees Share of the Registration fee(per student):
Spartan Spelling Bee : Rs. 110/Spartans Logical Masterminds: Rs. 120/Share of Registration Fee (per student) to be paid in advance to the
Franchiser /Regional Master Franchisee to buy the book set:
Spartan Spelling Bee : Rs. 140/Spartans Logical Masterminds: Rs. 180/-

REGIONAL MASTER FRANCHISEE


AREA FRANCHISEE

Schedule III - Reports Schedule

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1. Event Completion Report - To be mailed by the Area Franchisee to the


Regional Master Franchisee on weekly basis
2. Stock Statement (books, promo materials, medals etc.) - To be mailed by the
Area Franchisee to the Regional Master Franchisee on fortnightly basis
3. Data of students participated in the School Level Competition / Contest- To be
mailed by the Area Franchisee to the Franchiser / Regional Master Franchisee
on fortnightly basis

REGIONAL MASTER FRANCHISEE


AREA FRANCHISEE

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