Date: 27/02/2024

Place: Pune

Cloud Kitchen Management Services Agreement

This Cloud Kitchen Management Services Agreement ("Agreement") is entered into on the 1st day of
March, 2024 ("Effective Date") between Trijya Foods and Beverages LLP, a limited liability partnership
registered under the laws of India, having its principal place of business at 602, Marvel Fuego,
Hadapsar, Pune 411 028, hereinafter referred to as "Client", and Manasvi Hospitality Services LLP, a
limited liability partnership registered under the laws of India, having its principal place of business at
[Address], hereinafter referred to as "MHS".

1. Scope of Work:

Kitchen Planning and Operations:

1.1 Client engages MHS to provide comprehensive management services for its cloud kitchen
business as outlined below:

1.1.1 Kitchen Layout Planning: MHS shall strategically plan the layout of the cloud kitchen and provide
detailed Bulk Order Quantities (BOQ) for small kitchen equipment to ensure optimal functionality and
efficiency.

1.1.2 Workflow Chart Development: MHS shall develop a comprehensive workflow chart for the
kitchen, outlining efficient operational processes to enhance organizational structure and productivity.

Menu Development and Engineering:

1.1.3 Menu Development: MHS shall develop menus for all brands mentioned, including FitTreat
(Healthy Food Recipe), thePulaoCompany (Rice centric brand), Elā Kitchen (Authentic elevated
Marathi cuisine), PuneBakingCompany (The Bakery products), Aanand (Diwali Snacks), Gaatha
(Diwali Snacks), TheBhatindaCo (Punjabi Cuisine), and Wild Greens (Brand for wild vegetables), in
sync with Ms. Shilpa Parandekar to ensure alignment with market trends and consumer preferences.
Note: The brand names might change based on legal compliances and trademark and copyright
norms, but the product categories stays same as mentioned in the brackets in this clause.

1.1.4 Menu Engineering: MHS shall execute comprehensive menu engineering, including meticulous
costing, strategic pricing, development of standardized recipes, and creation of relevant collateral
aligned with prevailing market trends and comparative analysis.
Staffing and Training:

1.1.5 Manpower Hiring and Training: MHS, as the owner, shall ensure the quality staff is available to
meet the requirements and quality expectations of the Client. This includes proper training to meet
set standards.

Vendor Management:

1.1.6 Vendor Approval: MHS shall assist Client in vendor selection, but it is not mandatory for the
client to procure the material from the same vendor.

Financial Planning:

1.1.7 Staff Salary Proposal: MHS shall formulate a comprehensive proposal for Salary, Wages, and
Benefits (SWB) tailored to the kitchen staff, aligning with industry standards and organizational
considerations.

Cloud Kitchen Operations:

1.1.8 Cloud Kitchen Operations: MHS shall handle all operations of the cloud kitchen business for a
lock-in period of one (1) year from the Effective Date.

Other:

1.1.9 Cloud Kitchen Services: MHS will assist in establishing FitTreat, thePulaoCompany, Elā Kitchen,
PuneBakingCompany, Aanand, Gaatha, TheBhatindaCo, and Wild Greens brands as per the details
provided in the agreement. The Brand names mentioned migh change, but the cuisine type stays
common.

1.1.10 Plating of Dishes: MHS shall ensure proper plating of the dishes as per the expectations of the
Client.

1.1.11 Standard Operating Procedures (SOPs): MHS shall provide detailed SOPs for all activities
mentioned in the scope of work and make necessary modifications as requested and necessary in
discussion with the client.

1.1.12 Expansion Assistance: Upon completion of the central kitchen development, establishment of
all recipes, and implementation of SOPs, MHS will provide comprehensive assistance to the client in
replicating the same operational model, including all obligations mentioned in this Agreement, at
multiple shortlisted areas as cloud kitchens.

1.1.13 Managing Various Orders: MHS shall manage various types of orders, including curated
experiences, bulk orders, and catering orders, ensuring efficient execution and customer satisfaction.

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2. Term:

2.1 The term of this Agreement shall commence on the Effective Date and continue for a period of
two (2) years, unless terminated earlier as provided herein. The lock-in period shall be one (1) year
from the Effective Date. Either party may terminate this Agreement with a written notice of two (2)
months post the lock-in period.

3. Fees:

3.1 Client shall pay MHS a management services fee of ₹45,000 per month until the launch of the two
brands mentioned in Section 1.1.9. After the launch of the third brand and onwards, the management
services fee shall be ₹55,000 per month, or the percentage of gross sales as provided in Section 3.2,
whichever amount is higher.

3.2 MHS as per the point 3.1 shall receive a percentage of the gross sales based on various revenue
avenues as follows:

● For orders through Zomato, Swiggy, Dunzo, or any other online aggregator, MHS shall receive
3% of the sales value.
● For orders through direct orders, MHS shall receive 8% of the sales value.
● For Curated experiences orders, MHS shall receive 7% of the sales value.
● For direct corporate orders, MHS shall receive 7% of the sales value.
● MHS will be entitled to 3% of net sales of the Diwali Products under (Aanand and Gaatha
Brands).

3.3 Fees shall be paid in advance. If the sales percentage mentioned in Section 3.2 exceeds the fixed
management services fee mentioned in Section 3.1, the additional amount shall be paid along with
the next month's advance payment.

4. Responsibilities:

4.1 MHS shall perform the services outlined in Section 1 with due diligence and in a professional
manner, utilizing its best efforts to achieve the objectives set forth therein.

4.2 Client shall provide MHS with access to the necessary facilities, equipment, and personnel
required to perform the services.

5. Confidentiality:

5.1 Obligation to Maintain Confidentiality: Both parties acknowledge and agree that all information
disclosed during the term of this Agreement, including but not limited to trade secrets, recipes,
business plans, vendor information, financial and commercial data, and any other proprietary
information ("Confidential Information"), is confidential and proprietary to the Client.

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5.2 Non-Disclosure of Recipes: MHS shall not share any recipes developed for Client's cloud kitchen
business without the express written consent of the Client.

5.3 Protection of Vendor Information and Business Secrets: MHS shall maintain strict confidentiality
regarding vendor information and business secrets obtained during the provision of services to the
Client. MHS shall not disclose such information to any third party without the prior written consent of
the Client.

5.4 Non-Disclosure of Financial and Commercial Data: MHS shall not disclose any financial or
commercial data or information related to the Client's business to any third party without the express
written consent of the Client.

5.5 Prohibition on Direct or Indirect Contacts: MHS or any of its representatives shall not make direct
or indirect contacts with clients of any of the brands of Trijya Foods and Beverages LLP for any other
trade purpose or any other services related to food without written approval from the Client.

5.6 Restriction on Making Commitments: MHS shall not make any payment commitments or other
commitments on behalf of the Client without the express written authorization from the Client.

5.7 Survival of Obligations: The obligations of confidentiality set forth in this clause shall survive the
termination or expiration of this Agreement.

5.8 Remedies for Breach: In the event of a breach of confidentiality by MHS, the Client shall be
entitled to seek injunctive relief, damages, or any other remedies available at law or in equity.

5.9 Notification of Breach: MHS shall promptly notify the Client in writing in the event of any known or
suspected breach of this confidentiality clause.

6. Termination:

6.1 Either party may terminate this Agreement with a written notice of two (2) months post the lock-in
period of one (1) year.

7. Governing Law:

7.1 This Agreement shall be governed by and construed in accordance with the laws of Pune,
Maharashtra.

8. Entire Agreement:

8.1 This Agreement constitutes the entire understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings, whether written or
oral, relating thereto.

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9. Amendment:

9.1 No modification or amendment of this Agreement shall be valid unless in writing and signed by
both parties.

10. Severability:

10.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity,
legality, or enforceability of the remaining provisions shall not in any way be affected or impaired.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

for Trijya Foods and Beverages LLP for Manasvi Hospitality Services LLP

Signature _____________________________ Signature: _____________________________

Name: Shilpa Parandekar Name: __________________________

Title: Partner Title: ___________________________

Witness 1: Witness 2:

Signature _____________________________ Signature _____________________________

Name: Rituraj Hesi Name: __________________________

Address and Mobile No: Address and Mobile No:

Flat no 31-502, Amanora Park Town, Hadapsar Pune.

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