Franchise Agreement

FRANCHISE AGREEMENT This FRANCHISE AGREEMENT is made on [effective_date] BETWEEN [franchisor_name], having its registered office at [franchisor_address] (the "Franchisor"); AND [franchisee_name], having its place of business at [franchisee_address] (the "Franchisee"). WHEREAS the Franchisor has developed a distinctive business system and is the proprietor of the trade mark "[brand_name]", and the Franchisee wishes to operate a franchised outlet under that system and mark. NOW IT IS AGREED AS FOLLOWS: 1. GRANT OF FRANCHISE 1.1 The Franchisor grants to the Franchisee the right to operate a franchised business under the mark "[brand_name]" within [territory] (the "Territory"), on the terms of this Agreement. 1.2 The grant is [exclusivity] in respect of the Territory. 1.3 The Franchisee shall operate from the following premises: [outlet_details]. 1.4 The Franchisee shall not operate the franchised business outside the Territory, nor open any additional outlet, without the Franchisor's prior written consent. 2. TERM AND RENEWAL 2.1 This Agreement is for a term of [term_years] years from the Effective Date. 2.2 Renewal shall be at the Franchisor's discretion, subject to the Franchisee having complied with this Agreement, and shall be on the Franchisor's then-current terms. 3. FEES AND ROYALTY 3.1 The Franchisee shall pay a one-time non-refundable franchise fee of Rs. [franchise_fee] on execution of this Agreement. 3.2 The Franchisee shall pay a continuing royalty of [royalty_percent]% of gross revenue, payable monthly, within seven days of the close of each month. 3.3 All amounts are exclusive of Goods and Services Tax, which shall be payable additionally at the applicable rate. 3.4 The Franchisee shall maintain true and complete books of account, and the Franchisor shall be entitled to inspect and audit them on reasonable notice. 4. FRANCHISOR'S OBLIGATIONS [franchisor_obligations] The Franchisor shall additionally provide initial training, the operations manual, and such continuing support as it considers appropriate for the system. 5. FRANCHISEE'S OBLIGATIONS 5.1 To operate the franchised business strictly in accordance with the Franchisor's operations manual, standards and specifications, as amended from time to time; 5.2 To use the licensed mark only in the form and manner prescribed, and only in connection with the franchised business; 5.3 To purchase supplies and materials only from the Franchisor or from suppliers approved by it, where the Franchisor so requires for quality control; 5.4 To maintain the outlet, its fittings and its staff presentation to the standards prescribed; 5.5 To obtain and maintain at its own cost all licences, registrations, permissions and insurances required for the business; 5.6 To permit the Franchisor to inspect the outlet at reasonable times; 5.7 To pay all taxes, statutory dues and employee liabilities of the franchised business. 6. QUALITY CONTROL 6.1 The Franchisee acknowledges that maintenance of quality is essential to the value of the licensed mark, and that the Franchisor's right to control quality is fundamental to this Agreement and to the validity of the licence under the Trade Marks Act, 1999. 6.2 The Franchisor may prescribe, inspect and enforce quality standards, and the Franchisee shall comply with any reasonable direction to remedy a deficiency. 7. INTELLECTUAL PROPERTY 7.1 The Franchisee acknowledges the Franchisor's exclusive ownership of the licensed mark and of all associated goodwill, and that all goodwill generated by the Franchisee's use shall inure solely to the Franchisor's benefit. 7.2 The Franchisee shall not register, or attempt to register, the licensed mark or any confusingly similar mark, domain name or trade name, in any jurisdiction. 7.3 The Franchisee shall promptly notify the Franchisor of any infringement or passing off of which it becomes aware, and shall cooperate in any action the Franchisor may take. 8. CONFIDENTIALITY The Franchisee shall keep confidential the operations manual, recipes, processes, supplier terms, and all other proprietary information of the Franchisor, both during the term and after termination, and shall ensure its personnel do likewise. 9. NO PARTNERSHIP OR AGENCY The Franchisee is an independent business owner. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. The Franchisee shall not hold itself out as an agent of the Franchisor, nor incur any liability on the Franchisor's behalf, and shall indemnify the Franchisor against any claim arising from the operation of the franchised business. 10. ASSIGNMENT 10.1 The Franchisee shall not assign, sub-franchise, or otherwise transfer any right under this Agreement without the Franchisor's prior written consent. 10.2 The Franchisor may assign this Agreement in connection with a transfer of its business or of the licensed mark. 11. TERMINATION 11.1 The Franchisor may terminate this Agreement immediately on written notice if the Franchisee: fails to pay any sum when due and does not remedy within fifteen days; commits a material breach not remedied within thirty days of notice; ceases to carry on the franchised business; becomes insolvent; or does any act materially damaging to the licensed mark or the system. 11.2 Either party may terminate at the end of the term by giving ninety days' prior written notice of its intention not to renew. 12. CONSEQUENCES OF TERMINATION On expiry or termination the Franchisee shall immediately: (a) cease all use of the licensed mark and of the system; (b) remove and return or destroy all signage, stationery, packaging and promotional material bearing the mark; (c) return the operations manual and all confidential material; (d) transfer or cancel any domain name, social media handle or listing incorporating the mark; (e) pay all sums outstanding to the Franchisor. 13. GOVERNING LAW AND DISPUTE RESOLUTION 13.1 This Agreement is governed by the laws of India. 13.2 Disputes shall be referred to arbitration by a sole arbitrator appointed by mutual consent under the Arbitration and Conciliation Act, 1996, seated at [jurisdiction_city]. 13.3 Subject to the above, the courts at [jurisdiction_city] shall have exclusive jurisdiction. 14. GENERAL This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior representations. No variation is effective unless in writing and signed by both parties. If any provision is held invalid, the remainder continues in force. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. FOR THE FRANCHISOR FOR THE FRANCHISEE [franchisor_name] [franchisee_name] Name: Name: Designation: Designation: NOTE: India has no dedicated franchising statute. A franchise arrangement is governed by the Indian Contract Act, 1872, together with the Trade Marks Act, 1999 in respect of the licensed mark, and the tax and foreign-exchange laws applicable to the payments involved. Where the franchisor is located outside India, payment of fees and royalties is additionally subject to the Foreign Exchange Management Act, 1999 and the rules made under it.