FRANCHISE AGREEMENT

This Franchise Agreement (the “Agreement”) is made and entered into this XX
day of ____ XXXX (the “Effective Date”)

BETWEEN

Mr. _________, son of ________________, holding National Identity Card No.

_____________, Muslim adult residing at _______________, ________,
Pakistan hereinafter referred to as “the Franchisee” (which expression shall
wherever the context so requires or permits mean and include its successors-in-
interest and assigns) of the ONE PART

AND

Café Liquiteria®, hereinafter referred to as “Franchisor”, a venture of Café

business being solely run, owned and operated by MS Ventures and Capital
Investments, hereinafter referred as to as “Owner”, in Pakistan, formed and
operating in Karachi, Pakistan having business address Shop#6, Al-Rehman
Tower, Shaheed-e-Millat road, Karachi, Pakistan, (which expression shall
wherever the context so requires or permits mean and include its successors-in-
interest and assigns) of the OTHER PART.

WHEREAS Franchisee desires to establish, own and operate a Café Liquiteria®

Franchise, hereinafter referred to as “Franchise”, subject to and in accordance
with all of the terms and conditions hereinafter appearing.

1. PURPOSE AND DEFINITIONS

This Agreement sets out the terms and conditions upon and subject to which the
Franchisor has agreed to allow, and Franchisee has agreed to operate a Franchise
of Café Liquiteria®.

In this Agreement, unless the context otherwise requires:

“Business” shall mean the business carried out at Shop#6, Al-Rehman Tower,
Shaheed-e-Millat road, Karachi, Pakistan by the Franchisor.

“Café Liquiteria® Events” shall mean the associated concern operating in

Karachi and engaged in wholesale sales, mail order sales, catalog sales, special
events sales, catering, or any other sale not relating to the retail sale, being
solely run, owned and operated by MS Ventures and Capital Investments, in
Pakistan

“Café Liquiteria® Products” shall mean the products and items listed in the
Café Liquiteria® menu and the items to be added subsequently.

“Café Liquiteria Brand Name / Trade Mark” shall mean the Café Liquiteria
name and trademarks, service marks, logos, trade dress, and other commercial
symbols.
 “Cost of Sale” or “Cost of Sales” shall means direct cost incurred in making
the Gross Sales.

“Financial Statements” shall mean the Balance Sheet and Profit & Loss Account
to be prepared based on accounting policies consistently applied, in accordance
with the Generally Accepted Accounting Principle.

“Franchise Business” shall mean the business to be carried out at

Shop#____________, _______________, Pakistan by the Franchisee in
accordance with the terms and conditions of this Agreement.

“Franchise Premises” shall mean the Shop#____________, _________,

Pakistan.

“Gross Profit” or “Gross Profits” shall means Revenue less Cost of Sales.

“Gross Sale” or “Gross Sales” shall means sales made gross of advance and
any other deduction.

“Net Profit” or “Net Profits” shall means net results reported in the Financial
Statements.

“Revenue” or “Revenues” shall means Gross Sales made net of any discounts
allowed on such Gross Sales.

“Term” shall mean the period starting from Effective date of this contract till
Termination under this Agreement.

2. FRANCHISE

Subject to the provisions of this Agreement, Café Liquiteria®, hereby grants to

the Franchisee, limited right and license to operate a Franchise, during the Term,
at the Franchise Premises, under the name and trade mark of Café Liquiteria®.

3. INITIAL FEE

Franchisee shall be obliged to pay PKR ____ as franchise fee for granting of
Franchise, payable on signing of this Agreement.
4. ROYALTY
Franchisee shall pay to the Franchisor a continuing fee, hereinafter referred to as
"ROYALTY", equal to five percent (5%) of Gross Sales, for the continuing right
to operate the Franchise Business at the Franchise Premises for the Café
Liquiteria Brand Name / Trade Mark.
On monthly basis, Franchisee shall accurately report the total Gross Sales and the
related Royalty that Café Liquiteria® became entitled to receive, not later than
five calendar days from end of the respective month.
Royalty payments shall be due and paid not later than five calendar days from
the end of the respective month.
5. MARKETING EXPENSES
Franchisee hereby agrees to reimburse and contribute the Franchisor for the
retainership fee and social media marketing payments and payments for other
channels, relating to marketing activities to be conducted during the Term of this
Agreement, as per the supporting to be provided by the Franchisor.
6. SUPPLIES
To safeguard the quality and other standards and reputation of the Café Liquiteria
Brand Name / Trade Mark, and to maintain the uniformity and quality of items
associated with the Franchisor, Franchisee shall only purchase food, supplies,
fixtures, equipment, furnishing, signs and other items for use in the Franchise
Premises in accordance with the following provisions:
a) Brownie, Lava, Ice cream, Chicken Cheese Balls, Chicken Strip, Chocolate
Lollipops and other items that are manufactured by Café Liquiteria®
Events, shall be purchased by Café Liquiteria® Events only. Price list for
this shall be agreed on Effective Date of this agreement and subject to
changes as and when communicated by the Franchisor.
b) Equipment, crockery, and others to be purchased meeting the quality
standards implemented by Franchisor, either verbally or in writing.
c) Other supplies necessary to make the sales shall be acquired in
consultation with the Franchisor.
7. Point of Sale (POS) System
a) To ensure the efficient management and operation of the Franchise
Premises, and the reporting of data and information to Café Liquiteria®,
Franchisee shall, at its own expense, install, and during the Term, shall
properly maintain in good working order, a computerized point of sale
system (the "POS SYSTEM") which shall be recommended by the
Franchisor. Franchisee shall be solely responsible to equip the POS system
with required resources to ensure its efficient and effective operations.
 b) Notwithstanding anything contained in sub clause (a) of this clause, the
POS System shall include equipment, software, and anything else
necessary to make the POS system capable of accepting, and Franchisee
shall accept, credit cards and debit cards specified by Franchisor, that
enable purchases to be made without the physical exchange of currency.
c) Franchisee shall, at all times, provide access to the POS system
maintained for the Franchise Premises, to the Franchisor.

8. FINANCIAL STATEMENTS

Franchisor shall prepare and submit to the Franchisor, Financial Statements on a

quarterly basis relating to the operations of Franchise Business, not later than 15
days from the close of the quarter.

Franchisor shall prepare and submit to the Franchisor Financial Statements on an

annual basis, relating to the operations of Franchise Business, not later than 15
days from the close of the financial year.

9. SHOP INSPECTION AND QUALITY CONTROL

To safeguard the Café Liquiteria Brand Name / Trade Mark and determine
compliance with the Franchisor quality and other standards, Franchisor
representatives shall have the absolute right to enter, remain in, and inspect the
Franchise Premises whenever Franchisor deems it appropriate. Franchisor
representatives may, without prior notice to Franchisee, interview Franchisee’s
employees and customers, take photographs, video, and similar recordings,
examine, evaluate and take representative sample of the foods, beverages, and
other products stored, sold or used at the Franchise Premise. Franchisor shall
have the right to use all interviews, photographs, video, and other recordings for
any reason Franchisor deems appropriate, including in advertising, marketing and
other promotional materials.

Further, Franchisor will appoint a Quality Inspector, at the cost of the Franchisee
to inspect on a monthly basis, compliance with quality and other standards of
Franchisor, by the Franchisee at the Franchise Premises.

10. OTHER TERMS

a) This Agreement does not grant Franchisee any right to relocate the
Franchise Premises. This Agreement does not grant Franchisee any right
to sell any goods or services associated with the Café Liquiteria Brand
Name / Trade Mark, except on a retail basis from the Franchise Premises.
b) Without limiting subclause (a) of this clause, this Agreement does not
grant Franchisee any right to engage in wholesale sales, mail order sales,
catalog sales, special events sales, catering, internet-based sales (e-
Commerce), or any other sale to a customer who is not physically present
in the Franchise Premises at the time of purchase.
c) Franchisee shall repair, rehabilitate, refurbish, modernize, renovate and
upgrade the Franchise Premises periodically to maintain it in a clean,
attractive and orderly condition, to provide efficient, high-quality service to
the public, and to conform to ongoing quality and other standards and
specifications applicable generally to Café Liquiteria®, as periodically
revised by Franchisor. Franchisee must obtain the prior written approval of
Franchisor if any efforts to be taken under this Section.
 d) Franchisee will not issue coupons/offers except those that have been
approved by Franchisor in writing. Coupons/offers issued by Franchisee
will clearly identify the Franchise Premises, and any other Café Liquiteria®
premises, if any, where they are redeemable/applicable, and will state that
they are not redeemable/applicable at any other Café Liquiteria® location
or premise. If Franchisee elects to accept any coupons issued by Café
Liquiteria®, which are redeemable at participating Café Liquiteria®
premises, then Franchisee will honor the redemption policies established
from time to time by Café Liquiteria®.
e) Franchisee shall keep the Franchise Premises open and in normal
operation during the days and hours the Franchisor from time to time
specifies or otherwise approves in writing.
f) Franchisor shall have the absolute right to direct the immediate removal of
any item present in the Franchise Premises that does not conform to the
quality and other standards of the Franchisor. Without compensating
Franchisee, Franchisor shall have the absolute right to confiscate, discard,
or destroy any food, beverages, equipment, supplies, advertising,
marketing, point of sale materials, signage, and any other items that do
not conform to the quality and other standards of the Franchisor. This
remedy is in addition to, and not in lieu of, other rights or remedies that
Franchisor has for Franchisee's breach of this Agreement.
g) Franchisor shall fully, strictly and faithfully comply with all laws (including,
but not limited to, statutes, ordinances, regulations, and governmental
orders) affecting Franchisee's operation of the Franchise Premises; in
particular, Franchisee shall operate and maintain the Franchise Premises in
strict compliance with all applicable health, sanitation, fire and safety
codes and requirements. If any law affecting Franchisee's operation sets a
standard that is different than the quality and other standards of the
Franchisor, then Franchisee shall satisfy the higher standard.
h) The Franchisor and Franchisee may by mutual understanding agree for
change in address and location of the Franchise Premises.
i) The Franchisor and Franchisee may by mutual understanding agree for
special events, joint venture and related activities concerning Café
Liquiteria Brand Name / Trade Mark.

11. TRAINING
Franchisor shall provide training for the first designated Bar Man, Chef and other
staff. The cost of training the staff, including but not limited to, salaries, testing
supplies etc shall be borne by the Franchisee.

12. MANAGEMENT AND CONTROL OF CAFÉ LIQUITERIA®

Notwithstanding anything provided in this agreement, management, ownership

and control of the Café Liquiteria Brand Name / Trade Mark shall primarily vest in
the Owner.
13. RESTRICTION

The Franchisor and Franchisee mutually agrees that this agreement is solely
related to the business being or to be carried out by the Franchisee at Franchise
Premises and shall not be extended to any business being carried out under Café
Liquiteria Brand Name / Trade Mark at any other place except by virtue of a
separate agreement.

14. VALIDITY OF THE AGREEMENT

This Agreement shall be valid unless terminated:

(i) By mutual agreement of both the parties;
(ii) By notice to the Franchisee for negligence or non-compliance with the
term of this Agreement; and
(iii) In any case damage caused by the Franchisee to Café Liquiteria Brand
Name / Trade Mark.

SIGNATURE OF PARTIES TO THE AGREEMENT

1. _________ s/o _________

Franchisee
CNIC: _________________ __________________________

For and on behalf of Café Liquiteria®

1. Partner
MS Ventures and Capital Investments
CNIC: __________________________

2. Partner
MS Ventures and Capital Investments
CNIC: __________________________

WITNESS

1. __________________________

__________________________ __________________________

2. __________________________

__________________________ __________________________