DISTRIBUTION AGREEMENTr

This Distribution Agreement is being entered into on the 11 th day of May, 2020
(“Effective Date”) at Chennai Correct

BY AND BETWEEN:

PatAudi Limited, a private limited company, incorporated under the

Companies Act, 2013 with CIN 40000010 incorporated under the laws of
India, and having its registered office at 4-B, India bulls building, Jaingol,
Chennai, Tamil Nadu-3000010, India , hereinafter referred to as
“Manufacturer”; Correct
Bolls Joyce Limited, a private limited company, incorporated under the
Companies Act, 2013 with CIN 40000010 incorporated under the laws of
India, and having its registered office at 5-A, Venkatramana building, Ring
Road ,Bengaluru, Karnataka -3000010, India , hereinafter referred to as
“Distributor”. Correct

The Manufacturer and the Distributer are herein collectively referred to as

“Parties”.

WHEREAS:

1. The Manufacturer is a premium cotton clothes manufacturing company which

sells under the brand name of “OMG!”. Manufacturer PatAudi imports cotton
from Egypt and Bangladesh and produces clothes at its factory in Chennai.
They have set up their own exclusive retail stores for selling clothes of OMG
in Chennai; The abbreviated/reference of the company should be consistent
throughout in the Agreement.
2. The Distributer is a company headquartered in Bengaluru, and has
approached the Manufacturer with its interest to open an exclusive retail outlet
of PatAudi Limited in Mahatma Gandhi Road, Bengaluru; Correct
3. Upon the representation made and the offer made by the Distributor, the
Parties have agreed mutually to enter into this Agreement. Correct
NOW THEREFORE, in consideration of the promises and the mutual covenants set
forth herein, the Parties hereto, intending to be legally bound, hereby agree as
follows: Correct

1. Definitions
 Selling Price: The Manufacturer, in its sole discretion, shall determine the
final sales price of clothes sold by the Distributor to customers in the
Territory, and no other term or provision of this Agreement shall be
interpreted or deemed to provide the Distributor with any right to determine
or influence the final sales price of clothes sold. Correct
2. Representations and warranties of the Distributor
The Distributor hereby represents and warrants to the Manufacturer that, as of
the Effective Date:
a) Distributor is a corporation duly incorporated, validly existing and in
good standing under the laws of India. Correct
b) The Distributor declares that it is entitled to enter into this Agreement
with the Manufacturer and it has full right and authority to sign and
execute the same. In addition, the Distributor is in compliance of all
statutory requirements and has all requisite licenses and approvals to
open a retail outlet. Correct
c) The Distributor has the capacity, knowledge and expertise to open a
retail outlet and manage the same. Correct
d) This Distributor has leased out a shop in a mall at Mahatma Gandhi
Road, Bengaluru, Karnataka (detailed description of which is provided
in Schedule-1). Correct
e) The Distributor has the requisite manpower to efficiently run the outlet.
Correct
f) There are no pending litigations including any IBC/winding up
proceedings against the Distributor nor is it in conflict with any of the
statutory laws, rules, regulations or orders. Correct
g) The Distributor is not engaged in the distribution or promotion of any
other clothing brand which may compete or conflict with the
Manufacturer’s products. Correct
3. Representations and warranties of the Manufacturer

The Manufacturer hereby represents and warrants to the Distributor that, as of

the Effective Date:

a) Manufacturer is a corporation duly incorporated, validly existing and in

good standing under the laws of India. Correct
b) The Manufacturer declares that it is entitled to enter into this
Agreement with the Distributor and it has full right and authority to sign
and execute the same. Correct
c) In addition, the Manufacturer is in compliance of all statutory
requirements and has all requisite licenses and approvals from
government agencies and authorities for the execution of this
Agreement and performance of the obligations set forth in this
Agreement. Correct
d) Manufacturer is not under any legal obligation, requirement or
restriction to any competitor of Distributor or others that might conflict in
any manner with the terms of this Agreement or the performance of
Manufacturer's obligations hereunder. Correct
e) The Manufacturer warrants that the clothes delivered to the Distributor
shall be of high quality and standards. Correct

4. Working model
a) The Manufacturer shall be responsible to deliver clothes at the
warehouse facility of the Distributor which shall be sold through the
retail outlet at the prices allotted by the Manufacturer through price
tags attached to each piece. Correct
b) The Manufacturer shall only be the supplier of the clothes, and the
Distributor shall be the seller of these clothes. Correct
c) The Distributor shall receive 20% (percent) of the Selling Price of
every piece of clothing sold, and it shall transfer the rest of the amount
to the Manufacturer on the last day of every month. Correct
d) The Manufacturer shall from time to time, announce discounts and
sales on its clothes, and the Distributor shall have to abide by these
discounted rates and reduce the prices accordingly (if needed, the
 Distributor upon the instructions of the Manufacturer, shall change the
prices on the price tags). Correct
e) It shall be responsible of the Distributor to check all the pieces when it
receives the delivery from the Manufacturer. In the event that the
Distributor receives a defective piece(s) from the Manufacturer, the
Distributor shall send it back to the Manufacturer through post to its
registered office in Chennai within 30 days from receiving such a
delivery. The costs for posts shall be reimbursed by the Manufacturer.
Correct
f) The Distributor shall employee a tailor at its own expenses, to look
after the alterations and customizations needed by the customers. Any
liability that arises because of alterations or customizations provided
by the tailor, shall be the liability of the Distributor. Correct
g) In the event that after the sale of a piece, a customer comes to return it
on the account of it being defective due to a manufacturing defect
which could have not been foreseen by the Distributor, the Distributor
shall try to rectify it. However, in case the defect cannot be rectified,
the Distributor shall state the reasons for the same in an electronic
mail along with pictures as proof of defects and send the piece(s) of
clothing(s) back to the Manufacturer through post to its registered
office in Chennai. The costs for posts shall be reimbursed by the
Manufacturer. The Manufacturer shall reimburse the Selling Price to
the customer and the Manufacturer shall reimburse the Distributor’s
share of 20% (percent) within 7 (seven) days after receiving such an
electronic mail form the Distributor. Correct
h) In case a customer comes to return a piece(s) due to any
manufacturing defect which could have been foreseen by the
Distributor. The Distributor shall try to rectify it, however if it cannot be
rectified it shall refund the price of clothing(s) to the customer at its
own cost and he shall not be entitled to the 20% share. Good.
i) In the event that a specific line of clothing becomes obsolescent which
means that the number of clothes sold in a month is not more than ___
(otherwise, it becomes subjective as to when a specific line of clothing
becomes obsolescent, better word for obsolescent is ‘outmoded’), the
 Distributor shall after consulting the Manufacturer take those pieces or
the entire line of clothing off the racks and shall send such pieces to
the Manufacturer through post.
j) In order to comply with the Manufacturer’s quality control standards,
the Distributor shall :
i. use the Trademarks of the Manufacturer in compliance with all
relevant laws and regulations; Correct
ii. accord Manufacturer with the right to inspect during normal
business hours, without prior advance notice; Correct
iii. not modify any of the Trademarks in any way and not use any of
the Trademarks on or in connection with any goods or services
other than the sale of clothing from its retail outlet. Correct
iv. follow a set of rules as made by the Manufacturer for its
Franchisees as enumerated in Schedule __.

5. Indemnity
a) The Distributor declares that it shall at all times indemnify and hold the
Manufacturer, its affiliates, directors, officers agents, representatives,
nominees and employees harmless, from and against any and all cost,
loss or expenses, which may arise by reason of negligence of the
Distributor, its agents, employees or representatives during the sale of
clothes or the Distributor failing to discharge its obligations, terms or
covenants set forth under this Agreement. Correct
b) The Manufacturer agrees to protect the Distributor and hold the Distributor
harmless from any loss or claim arising out of manufacturing defects of the
clothing’s as per the conditions mentioned under Clauses 4 (g) and 4(h).
Correct
Good Work

6. Duration and Termination

a) DURATION:

Unless earlier terminated as provided below, the term of this Agreement shall
commence on the Effective Date and shall continue until the 31 stday of
December,2025. At the end of the term, the Agreement shall continue until
terminated by the other party with at least a 30 (Thirty) days prior notice.
Correct

b) TERMINATION :

The Manufacturer may terminate this Agreement by giving a notice at least 60

(sixty) days prior to the effective date of such notice, in the following events:

i. In case the Distributor fails to fulfil or perform any one of its duties,
obligations or covenants as per this Agreement, the Manufacturer
shall send a notice to the Distributor regarding the same, and fails
to remedy such a deficiency within 30 days from receiving such a
notice, will lead to termination; Correct
ii. Conviction in court of competent jurisdiction against the Distributor
for any violation of law, which in the opinion of the Manufacturer
shall adversely affect the reputation of the Manufacturer and its
brand; Correct
iii. Any submission by the Distributor to Manufacturer of fraudulent
reports or statements, including without limitation, any claims for
refund, allowance, discounts, reimbursements or other payment.
Correct

c) The Distributor may terminate this Agreement by giving a notice at least 60

(sixty) days prior to the effective date of such notice, in the following
events:
i. In case the Manufacturer files a petition for bankruptcy/insolvency
or a petition is filed against Manufacturer under the relevant
provisions of the IBC, 2016 (For your understanding, read
difference between Section(s) 7,8, and 10 of IBC) Section 10 is
when the company itself files a petition;
ii. If the Manufacturer materially fails to perform one or more of its
obligations, duties or responsibilities under this Agreement and it
fails to cure such deficiency within 30 days from receiving the notice
sent by the Distributor listing down the deficiencies. Correct
 d) OBLIGATIONS ON TERMINATION :
i. On termination of this Agreement, Distributor shall cease to be an
authorized distributor of “OMG” brand and shall also cease to use
the brand name of the Manufacturer; Correct
ii. All amounts owed by the Distributor and Manufacturer to each other
shall become immediately due and payable; Correct
iii. The Distributor shall send all stocks from its warehouse and outlet
to the registered office of the Manufacturer within 45 (forty-five)
days from the date of termination of this Agreement; Correct (and
the payment would be made to the Distributor after Manufacturer
checks the authenticity of the products).
iv. Neither party shall be liable to the other because of such
termination for compensation, reimbursements or damages on
account of loss of prospective profits or anticipated sales, lease,
investments or any commitments in connection with the goodwill of
the Manufacturer or Distributor or for any other reason whatsoever
growing out of such termination. Correct

7. Settlement of Disputes
a) The Parties will attempt in good faith to resolve any dispute
or claim arising out or in relation to this Agreement through
negotiations between a representative of each of the Parties
with authority to settle the dispute. Correct
b) If the dispute cannot be settled amicable within 30 days from
the date on which either Party has served a written notice
upon the other regarding the dispute, the Parties agree that
the courts in Chennai shall have exclusive jurisdiction to
settle the dispute. Correct
(formatting error. These two paras should be put a bit left in the
agreement).
 For your understanding, it is important that the Courts of other jurisdictions
sometimes also take up the case. But in Arbitration, once you decide the
place, then it becomes seat and the courts of that territory only would have
jurisdiction (for interim relief, for challenging the arbitration award. In your
free time, read this interesting judgment of the Supreme Court on this
“seat-venue” issue https://indiankanoon.org/doc/143184125/?type=print).
8. Entire Agreement
a) This agreement constitutes the entire understanding of the parties and will
supersede all prior agreements on the subject matter between the parties. It
shall not be modified or amended except in writing signed by the parties.
b) Parties acknowledge that because it is not relying on any statements made to
each other, other than in this agreement, regarding the subject matter of this
agreement, the Parties will have no basis for bringing any claim for fraud in
connection with any such statements.

IN WITNESS WHEREOF the parties hereto have set and subscribed their respective
hands and seals the day and year first hereinabove written.

THE SCHEDULE ABOVE REFERRED TO

Signed by the within named

Manufacturer . . . . . . . . . .

in the presence of . . . . . . . . .

Signed by within named

Distributor . . . . . . . . . . . .

in the presence of . . . . . . . . . . .

Marks:- 9.5 out of 10

Feedback (Exercise 2):- Very good work. Read my comments made above.
Hope you would continue to put in equal amount of efforts in further
assignments.
 FRANCHISE AGREEMENT

This Franchisee Agreement (Agreement) is being entered into on the 13 th day of

May, 2020(hereinafter referred to as the ‘Effective Date’) at New Delhi, India.
Correct

BY AND BETWEEN:

Radiantlearn Private Limited, a private corporation incorporated under the laws of

the State of New York, with Federal Tax Identification Number (EIN) 800088898,
and having its principal place of business at 123 Anywhere Street, New York,
1000001, USA; hereinafter referred to as the ‘Franchisor’ (unless repugnant to
the context, this expression shall mean and include successors-in- interest/office
and assigns) of the First Part; Correct

Orange Services Private Limited, a private company, incorporated under the

Companies Act, 2013, with CIN number 66777878 and having its registered
office at 122-B, Hauz Khas Village, Delhi-1110088; hereinafter referred to as the
‘Franchisee’ (unless repugnant to the context, this expression shall mean and
include successors-in- interest/office and assigns) of the Second Part; Correct

The Franchisor and Franchisee are hereinafter collectively referred to as

‘Parties’. Correct

WHEREAS:
1. The Franchisor is an established online higher education platform known as
‘Radiantlearn’ which provides industry-relevant programs in the field of data
science. These programs are delivered in collaboration with world-class faculty
and industry. The Franchisor has established a significant reputation in respect of
its platform. Correct
2. The Franchisor wishes to expand its business in India. The Franchisee wishes to
set up and carry on at Franchisee’s own risk by setting up a learning centre in
 South New Delhi in the Hauz Khas region, more specifically described in
Schedule-1 attached hereto (hereinafter referred to as the ‘Territory’).
Accordingly, the Franchisee wishes to be granted certain rights by the Franchisor
for the smooth functioning and operations of the franchised business. Correct
3. For the above-mentioned purpose both the Parties are desirous of entering into
this Agreement. Correct

NOW THEREFORE, in consideration of the promises and the mutual covenants set
forth herein, the Parties hereto, intending to be legally bound, hereby agree as
follows:

1. Definitions
a) Accounting Yearmeans the period from 1 April of any given year to
31 March of the subsequent year. Correct
b) System shall mean establishment and operations of a learning
centre under the name ‘Radiantlearn’, which offers customers a
digital platform for industry relevant programs in the field of data
science. Correct
The distinguishing characteristics of the System, none of which can
be tampered with or changed by the Franchisor, including and
without limitation:
i. The trade name and trade mark ‘Radiantlearn’ and any other
such trade name or trademarks which may hereafter be
designed by Franchisor in writing as part of the System
(hereinafter referred to as ‘Proprietary Marks’); Correct
ii. advertising, marketing and promotional programs for the
learning platform; Correct
iii. design and construction of the learning centre; Correct
iv. high standards of quality and service as prescribed in the
manual provided by the Franchisor; Correct
v. training and development programs of the employees;
vi. use of learning management software developed by the
Franchisor; Correct
vii. distinctive counselling and operating methods; Correct
viii. teaching aids and protocols;v
 ix. advertising and promotional materials; Correct
x. bookkeeping and accounting methods. Correct
Please see margin. Sub headings starting from a) above are slightly
left than the ones in the ensuing paragraph. Some
clients/professionals are very particular about these small mistakes.
2. Obligations and Responsibilities of the Franchisor
a) The Franchisor grants the Franchisee the right to operate
Radiantlearn centre in the Territory and utilize the
Radiantlearn trademarks (hereinafter referred to as the
‘Licensed Marks’) under the Radiantlearn System pursuant to
this Agreement; Correct
b) The Franchisor shall support the Franchisee in the Franchisee
in the setting up of the System and shall respond to all
enquiries of the Franchisee from time to time; Correct
c) The Franchisor shall provide initial training to the Franchisee,
so that the Franchisee can successfully start the operations;
Correct
d) The Franchisor shall provide all legal documents for the setting
up of the franchised business; Correct
e) The Franchisor shall provide Franchisee with general
assistance in establishing its daily, weekly and monthly sales
reporting systems; bookkeeping procedures; and accounting
systems, necessary to enable Franchisee to operate the
System. In addition, the Franchisor shall provide reporting
documents for purposes of reporting financial and sales
related information to the learning centre. ; (full stop mark
should not be put in when you are using semicolon mark)-
Content is Correct
f) The Franchisor shall provide a manual, which will entail all the
details of how the System would function and a replacement
copy if and when it is updates during the course of this
Agreement; Correct
g) The Franchisor shall conduct regular online training programs
for the Franchisor and employees; Correct
 h) The Franchisor shall be responsible for advertising and
marketing activities of ‘Radiantlearn’ in New Delhi, and provide
the Franchisee with reasonable marketing and sales
information; Correct
i) The Franchisor shall advice on alterations, fixtures and fittings
of the learning centre; Correct
j) The Franchisor hereby grants to the Franchisee the right to act
as the Franchisor’s sole authorized Franchisee within the
Territory. Franchisor agrees that it shall not, during the course
of this Agreement, authorize any other party to act as a
Franchisee within the Territory; Correct
k) The Franchisor shall provide Franchisee with specifications for
business cards, stationary, reporting documents, and other
business forms Franchisor deems necessary for the operation
of the franchised business. Such specifications hall be
adopted by the Franchisee without modification; Correct
l) The Franchisor has taken an approval from the Reserve Bank
of India as per Foreign Exchange Management Act, 1999 to
start the franchised business in the Territory; Correct
m) Franchisor authorizes the Franchisee to conduct business with
strategies suitable to the territory's market; Correct
n) The Franchisor may assist in monitoring and managing the
Franchise Business to make sure that the best business
practices get implemented at the Franchisee’s end to run it on
profit. Correct
Very Good Work.

3. OBLIGATIONS OF THE FRANCHISEE

a) Franchisee shall arrange for adequate infrastructure like the
required hardware, software and networking for conducting
quality programs. Correct
b) Franchisee shall provide sufficient number of class rooms at the
learning centre, with a capacity to accommodate at least 70
 students at any given time; the ratio of students to computers
shall always be 1:1; Correct, good
c) In case of any breakdown of computer during the course of this
Agreement, the Franchisee shall be responsible to ______-.
d) To operate the franchised business strictly in accordance with the
manual provided by the Franchisor, and the terms set forth in this
Agreement. The duration of each course, registration fees and
course fees shall be decided by the Franchisor and the
Franchisee shall have to adhere to it. Correct
e) To operate the Franchised Business with due diligence and
efficiency in a reputable manner; Correct
f) Franchisee agrees to provide quarterly progress report to the
Franchisor on the sales, queries, complaints and feedbacks
received by it; Correct
g) Franchisee agrees to maintain the condition and appearance of
the franchised business and the equipment used therein
consistent with the image, as it may be from time to time, of
franchised business as an attractive, modern, clean, convenient
and efficiently operated business offering high quality services
promptly and courteously; Correct
h) Franchisee has no rights to sub-let or conduct any other activities
which are not in connection with this Agreement, without the
written permission from the Franchisor; Correct
i) Franchisee shall participate fully in all national, regional and local
promotions initiated by the Franchisor; Correct
j) Franchisee shall comply with all municipal and regional laws and
regulations and shall obtain clearance and at all times maintain
any and all permits, certificates or licenses, necessary for the
proper conduct of the franchised business pursuant to the terms
of this Agreement; Correct
k) Franchisee acknowledges and agrees that the Franchisor may,
from time to time hereafter add to, subtract from, modify or
otherwise change the information pertaining to the technologies,
or services and new techniques in connection therewith, and the
 Franchisee agrees, at its own cost, to promptly accept,
implement, use and display all such alterations, modifications and
changes; Correct

l) Franchisee shall not represent in any manner that it has acquired

any ownership rights in the Licensed Marks by virtue of this
Agreement or its use of licensed marks; Correct
m) Franchisee shall not use any of the Licensed Marks or marks
which are or may be confusingly similar in its own corporation,
partnership or business name; Correct
n) Franchisee shall not reproduce the materials supplied by the
Franchisor, such as course materials, slides, videos, manuals,
workbooks, etc and all the materials supplied by the Franchisor
are copyrighted and shall not be reproduced; Correct
o) Franchisee shall continuously maintain the franchised business,
its equipment, fixtures, products, supplies and materials in the
highest degree of repair and condition as the Franchisor may
reasonable require and make such additions, alterations, repairs
and replacements to the franchised business or its equipment,
fixtures, products, supplies and materials; Correct
p) Franchisee shall employ such minimum number of employees as
is reasonably required to operate the franchised business and to
comply with all applicable central, state and local laws, rules and
regulation with respect to such employees; Correct
q) Franchisee hereby agrees to provide the Franchisor with all its
accounts, as and when the Franchisor requests for it and the
Franchisee shall provide true and honest accounts at all times;
Correct
r) Franchisee shall place upon all letter heads, stationery, bills,
invoices and all other documents and literature used in
connection with the franchise business, in such manner and
place as the Franchisor may provide; Correct
s) Franchisee hereby declares that it has leased a plot in the Hauz
Khas region of New Delhi, India (more specifically described in
 Schedule-1), to construct the learning centre for the franchised
business. Franchisee shall start the operations of the franchised
business within 180 days from the date of execution of this
Agreement; Correct
t) Franchisee shall bear all costs incurred in connection with the
performance of its duties and obligations under this Agreement;
Correct
Very Good Work

CONFIDENTIALITY

In order to preserve and protect the trade secrets and confidential

information (hereinafter referred to as the ‘Confidential Information’)
which are disclosed to Franchisee during the term of this Agreement,
Franchisee agrees that :

u) Franchisee acknowledges that the information contained in the

Manual is trade secrets of the Franchisor. The trade secrets must
be accorded maximum confidential treatment. The Franchisee
shall strictly limit the access to the Manual to employees who
require the information contained therein in order to perform their
jobs at the franchised business; Correct
v) Franchisee shall not, at any time, without the prior written
consent of the Franchisor, copy, duplicate, record or otherwise
reproduce in any manner, any part of the Manual, its updates or
related material, in whole or in part, or make it available to any
unauthorized person; Correct
w) Franchisee shall use Confidential Information only for its
operation of the franchised business under this Agreement;
Correct
x) Franchisee shall never raise any dispute about the ownerships
rights of the Franschisor over its IPRs.

4. Audit
 a) The Franchisee shall permit the personnel and agents of the
Franchisor during normal hours of business to audit and inspect
the learning centre, the books of accounts, records, finances and
accounting system; Correct
b) If any inspection or audit discloses an understatement in any
report of two percent or more, Franchisee shall, in addition to the
payment of interest thereon, reimburse the Franchisor for any
and all costs and expenses connected with the auditing and
inspection (including, without limitation, reasonable accountants’
and attorneys’ fees). The foregoing remedies shall be in addition
to any other remedies available to the Franchisor; Correct. Good
c) Franchisor reserves the right to do stock audits at the learning
centre as and when deemed appropriate by the Franchisor. The
Franchisor will similarly have the rights to check the operational
aspects and to see whether the franchised business is being run
according to this Agreement or not. Correct
d) The Franchisor shall have the right to do surpriseaudits as well
as to inspect the learning centre any time during the working
hours. Correct
5. Appointment of Manager
a) The Franchisor acknowledges that a proper management of the
learning centre by the Franchisee is important and therefore the
Franchisor shall appoint a manager (hereinafter referred to as
‘General Manger’) and a deputy manager (hereinafter referred to
as the ‘Deputy Manager’) for the learning centre within 30 days
after the execution of this Agreement; Correct
b) The Franchisor shall be liable to pay the salary and incentives to
the General Manager and the Deputy Manager and shall also
make sure that they have sufficient experience and competency
for the position; Correct
c) The General Manager shall apart from managing the franchised
business, report to the Franchisor for franchise meetings as and
when they are conducted; Correct
 d) In the event of the death of the General Manager or any situation
arises that makes the General Manager absolutely unable to
perform his duties and responsibilities during the course of this
Agreement, the Franchisee shall inform about the same to the
Franchisor as soon as possible. The Franchisor shall then either
appoint a new General Manager or promote the deputy
manager, as it deems fit within 10 days of receiving such
information.Good

6. Consideration
a) In consideration of the issuance of the franchised business and
concurrently with the execution of this Agreement, Franchisee
shall pay Franchisor by electronic funds transfer, payable to the
Franchisor’s account, unless otherwise permitted in writing by
Franchisor, the sum payable to the Franchisor shall be based on
the following model: Correct

Fixed fees and charges Variable/ On-going charges

Initial franchise fee–The Franchisee shall Royalty – The Franchisee acknowledges
pay an initial franchise fee of USD 60,000 to pay a royalty of 5% of the turnover
(Sixty Thousand Dollars), within 20 days generated by inquiries of Franchisee and
from the date of execution of this 25% on the turnover based on the
Agreement. This Fee shall be non- inquiries of Franchisorat the end of each
refundable. quarter.Very Good
Cost of equipment – The Franchisee shall Marketing Fund – The Franchisee shall
pay a sum of USD 5,400 (Five Thousand also remit to Franchisor for each quarter,
Dollars), within 30 days from the date of an amount equal to 2% of Franchisee’s
execution of this Agreement for all the turnover as a contribution to the
equipment needed for setting up the marketing fund which shall be maintained
learning centre. and administered by Franchisor.
Legal costs and expenses– The Franchisee
shall pay a sum of USD 2000 (Two
Thousand Dollars) for the amount incurred
by the Franchisor in preparation for the
learning centrewithin 30 days from the date
of execution of this Agreement.
Security deposit – The Franchisee shall pay
a sum ofUSD 10,000 (Ten Thousand
Dollars) as a security deposit to the
Franchisor within 10 days from the date of
execution of this Agreement; This deposit
shall be a refundable, which shall be
payable at the time of termination of this
Agreement.
Training fee: The Franchisee shall pay a
sum of USD 2000 (Two Thousand Dollar)
for the initial training support provided by the
Franchisor, within 10 days from the date of
execution of this Agreement
Total : USD 79,400 (Seventy Nine
Thousand Four Hundred Dollars)
Great

b) The fixed fees and charges shall be payable again if and when
this Agreement is renewed; Correct
c) All tax liabilities arising in connection with or arising out of the
present Agreement pertaining to Franchisee shall be the sole
responsibility of Franchisee. However, nothing contained herein
shall prevent Franchisor from deducting tax at source as required
by law from the payments due to Franchisee. Correct
d) In the event that the Franchisee defaults in making any payments
due to the Franchisor as stipulated herein, the Franchisee shall
be liable to pay interest at the rate of 18% (eighteen percent) per
annum, for the entire period of such default in payment up to the
date of receipt of full payment by the Franchisor along with
interest, as aforesaid earned thereon. Further, the Franchisee
 understands that such non-payment of dues shall be construed
as a material breach of the terms and conditions specified herein.
Correct
7. Future Acquisition or Merger
a) In the event that the Franchisor gets acquired by another entity
or gets merged with another entity or there is a complete (not
necessarily complete change is required, transfer of “control”
rights is sufficient which generally happens if 25% shareholding
is there, some veto power is there, special powers, etc.) change
of control due to a private equity investment or a joint venture,
the following shall be the rights of the Franchisee:
i. Termination : The Franchisee may opt to terminate this
Agreement with a notice, which shall be given to the
General Manager who shall then communicate it to the
Franchisor, 60 days before the effect of such termination;
Correct
ii. The Franchisee shall be entitled to receive its security
deposit within 30 days of the termination of this
Agreement; Correct
iii. Non-Termination : In the event that the Franchisee does not
opt to terminate this Agreement, the Franchisor agrees
not to establish any new franchises in the Territory; Not
coming out clearly as to what you are trying to say. In the
exercise itself, it is written that the Distributor shall have
an exclusive right to operate, then this clause would be
contrary to that. Let me know if you intend to say
something else.
iv. The Franchisor shall reduce the royalty fee to 2% of
turnover generated by inquiries of the Franchisee and
20% of turnover for inquiries of the Franchisor, for any
increased competition from the new acquired or merged
unit.
8. Indemnity
a) Franchisee hereby indemnifies, hold harmless and undertakes to
defend Franchisor, its promoters, directors, affiliates, agents,
employees etc against any claim, damages, costs, expenses by
a third party including but not limited to statutory authority(ies),
which may be incurred or suffered by any such party and which
may arise out of or result from: Correct
i. Infringement of any third party’s intellectual property rights
by Franchisee; Correct
ii. Taxes/charges/cess/levies (interest or penalties assessed
thereon) against Franchisor that are obligations of
Franchisee under the applicable laws or any other laws;
Correct
iii. Any breach of any warranties, obligations, covenants or
agreement of Franchisee contained in this Agreement;
Correct
iv. Any claim by government regulators or agencies for fines,
penalties, sanctions or other remedies arising from or in
connection with Franchisee’s failure to comply with its
regulatory or legal requirements and compliances; Correct
v. Any claim on account of breach of confidentiality and
security of data occurring as a result of acts of omissions
or commission of Franchisee, its employees or agent.
Correct
vi. Any claim arising on account of misuse or negligent
application, misuse of software, failure to follow
established procedure by Franchisee or its employee or its
agent. Correct
b) Franchisee, its partners/directors hereby unequivocally undertake
to jointly and severally indemnify, defend and agree to hold
Franchisor including each and all promoters, directors, Centre,
employees of franchisor harmless against each and all losses,
liabilities, punitive measures, penalties, damages, claims,
actions, proceedings, cost and expenses, including reasonable
attorney’s fees and disbursements in connection therewith,
 asserted or claimed against or incurred by Franchisor which may
arise out of or result from or payable on account of the
Franchisee failing to comply with the terms and conditions as
mentioned in this Agreement. Correct
c) The Franchisee undertakes to indemnify and hold Franchisor
including each and all promoters, directors, employees harmless
against any action, loss, damage, suits, claims, complaints,
penalty arising out of or in relation with the loss or damage
caused due to any misconduct, lapse, fault, negligence, fraud,
misappropriation, etc committed by employee, associate, partner,
director, representative, etc of the Franchisee or the Franchisee
itself, whether jointly or severally; Correct
d) Except in the case of fraud or wilful default, or in the case of
death or injury for which the Franchisor is liable to the Franchisee
in negligence, the Franchisor shall not be liable to the
Franchisee, as a result of breach of this Agreement, or otherwise,
for any loss of profit or business or other economic or financial
loss arising directly or indirectly out of or in connection with this
Agreement. Correct

When the Franchisee would be indemnified?

9. Entire Agreement
c) This agreement constitutes the entire understanding of the parties and will
supersede all prior agreements on the subject matter between the parties. It
shall not be modified or amended except in writing signed by the parties.
Correct
d) Parties acknowledge that because it is not relying on any statements made to
each other, other than in this agreement, regarding the subject matter of this
agreement, the Parties will have no basis for bringing any claim for fraud in
connection with any such statements. Correct

IN WITNESS WHEREOF the parties hereto have set and subscribed their respective
hands and seals the day and year first hereinabove written.
THE SCHEDULE ABOVE REFERRED TO

Signed by the within named

Franchisor . . . . . . . . . .

in the presence of . . . . . . . . .

Signed by within named

Franchisee. . . . . . . . . . . .

in the presence of . . . . . . . . . . .

Marks:- 9.5 out of 10

Feedback (Exercise 1):- Excellent Work. Good efforts are being put in for
drafting of clauses by taking care of both the parties’ interest. Command over
legal language is also good. Keep it up!