Welcome To Maniraya Marketing Pvt. Ltd.

FRANCHISE AGREEMENT

This agreement is signed on this ……………. day of ______, 2024

Between

M/s _______________________, which is a registered company, having its Registered Office at___________________________, hereinafter referred to as ‘Franchisor’ which expression shall, unless the context otherwise permits, include its successors and permitted assigns) of the one part through its (Director) __________ herein after called as First Party.

And

M/s ____________________, a company incorporated under the provisions of the Companies Act, 1956 and having its Corporate office at _________________________________________________________________________ hereinafter referred to as ‘Franchisee’ which expression shall, unless the context otherwise permits, include its successors and permitted assigns) of the one part through its Director Mr. ________________ herein after called as Second Party.

_____________________________________________, a Limited Liability Partnership (LLP) registered under provisions of the Limited Liability Partnership Act, 2008, having its registered office at _________________________________________________________ (Office Address) hereinafter referred to as ‘Franchisee’ which expression shall, unless the context otherwise permits, include its successors and permitted assigns) of the one part through its Director Mr. ________________ herein after called as Second Party.

_____________________________________, a partnership firm registered under provisions of the Indian Partnership Act, 1932, having its registered office at ________________________________________________________ (Office Address) hereinafter referred to as ‘Franchisee’ which expression shall, unless the context otherwise permits, include its successors and permitted assigns) of the one part through Partner Mr. ________________ herein after called as Second Party.

_________________________________(Proprietor Name), Indian inhabitant, carrying on his business in the firm name & Style of M/s. _____________________________________(Firm Name) as sole proprietor thereof, and having its registered office at ______________________________________________ (Office Address) hereinafter referred to as ‘Franchisee’ which expression shall, unless the context otherwise permits, include its successors and permitted assigns) of the one part through Proprietor Mr. ________________ (Authorized Signatory) herein after called as Second Party.

_________________________________ (Individual),Indian inhabitant, having PAN No. ___________________, and residence address at _________________________________________(Residence Address) hereinafter referred to as ‘Franchisee’ which expression shall, unless the context otherwise permits, include its successors and permitted assigns) of the one part through Authorized Signatory Mr. ________________ herein after called as Second Party.

FIRST PARTY and SECOND PARTY are hereinafter collectively referred to as “Parties” and individually as “Party”.

Both parties as above have expressed their desire of entering in to a franchise agreement to meet their respective objectives, which are set out here in below,

DEFINITIONS

In this agreement the following definitions shall apply:

Agreement: Means this franchise agreement.
Franchise: Means the right granted by this agreement.
Franchisor: Means the party that grants the right to use brand name, intellectual property right, etc. described at the beginning of this agreement and here in referred to as First Party.
Franchisee: Means the party in whose favor such rights are granted and as Franchisee of this agreement and its legal representatives, successor and permitted assign and here in referred to as Second Party.
Business day: Means a day on which banks are open for trading in India.
Business Name: Means the name set out in this agreement which is the only name under which The Second party shall conduct the business.
Franchise fee: Means the initial fee payable by a Franchisee for the grant and other matters as agreed between the parties.
Franchisee Business: Means net purchase of products done by the Franchisee from the Franchisor in a particular month.
Intellectual property: Includes all licensed copyright design, trademarks, patent, process & corporate name, computer software, the goodwill of any licensed business name, secret process or confidential information licensed by the first party, including the marks of the system.
Month: Means a calendar month.
Services: Means those services forming part of the system from time to time.
Response time: To respond to all inquiries by customers or potential customers on the same day as they are made.
Communication: The second party shall agree to use such communication technology from the first party from time to time.
Franchisee meeting: To convene meeting of Franchisees as the first party India considers necessary.
Advertising: To refer first party, for its prior approval of the contents, style and media proposed to be used by the Second party (including signage) for any advertising what so ever including the system and the business in the customer contracts premises or a proposed sale of a franchise business advertising approved by the company will be the cost of the Second party.
Inspection by the Company: To permit the company and its employee and assignees at all reasonable times upon the provision of reasonable notice by the company to inspect and copy all books, financials and other records relating to the business.
Confidential information: Means but not limited to the operation manual, trade secrets, information, methods, ideas, concepts, price, forms, techniques, data base, copy right materials and all records relating to the system including Psychometric test.
Customer: Means a person or entity to which the Second party provides services.
Discontinue: Means to terminate the case operating the business.
Auditor: Means any person nominated by the First party from time to time, visit the Second party and facilitate the commercialization.
Location/territory: Means area in which the business is proposed to be done and situated at ………
Franchise Identification Number: Means the identification number that the First party assigns to Franchise. It is a unique number for each Franchisee and it will be used to identify that Franchise through his / her Franchise relationship with the Franchisor.

TERMS OF FRANCHISE AGREEMENT

To become ______________ of the First Party, the applicant must be an Indian citizen, above 18 years of age, sound mind, must not be convicted by any court of law.
People who want to be a ________________of First Party must fill and submit the Second party request form along with self-attested KYC documents as required by the First Party.
The First Party reserves the right to accept or reject any application / Registration Form without intimation to the second party.
The First Party appoints the Second party in the mutually agreed territory (as mentioned in part A clause 21) and as per terms and conditions of this agreement; Franchise can do online / offline counseling services and testing, workshop seminars and all services in the agreed territory.
The first party hereby grants to the second party all the relevant rights to carry on business as a Franchise.
The second party can use the trade names, trademarks, of the First Party for the said business purpose.
The second party can use the first party’s copyright, material and know-how, knowledge etc.
The second party can use the benefit of the first party’s accounting management and marketing knowledge and experience.
The second party shall enter into a Registered Agreement as required by the first party.
At the time of signing of this agreement, the second party shall pay a sum of Rs. ____________/- to the first party and the first party will give products worth Rs. ____________/- at Distributor’s Price (DP) to the second party. The detail of products as per the annx 1, attached below.
The Second party will operate the franchise business from the following business address............................................................................................................

................................................ With Office, maintaining a uniform standard facilities and services including uniformity in the charges levied on the client for rendering the specified services as specified by the franchisor.

The second party shall also pay the first party all the reasonable expenses incurred by the first party in obtaining the payment which is overdue upon the second party. Such costs to include but not to be limited to legal fees, court fees and enforcement fees.
This Agreement shall be for a period of minimum _______ months from the date of execution of this agreement extendable for a period mutually decided by the parties.
The first party agrees to allow the Second party to renew the Franchise subject to renewal terms being agreed by both the parties and where the Second party has operated the Franchise successfully in accordance with the terms of this Agreement and as per the Second party Manual.
The minimum area required to become District Franchise of first party is _________ sq. ft in the commercial area and the insurance of the said property shall be bear by franchise holder.
All advertising & marketing material to be used by the second party must be approved by the First Party.
The Second party shall have no right to transfer the franchise. Any change in the name of the Second party, addition and subtraction of partners has to be done with the prior approval of the First Party.
Both the parties shall keep the record of customers / Direct Sellers and proper data are to be maintained.
The GST registration shall be done by the Second party i.e. the Franchisee.
The rent of the premises has to be borne by the Second Party i.e. the Franchisee.
The Second party or any one from its blood relation shall not compete with the First party/open up or start up any similar company in the same Direct Selling Industry. If doing so, the agreement shall be considered null & void.
In case, the Second Party does not want to continue as the _____________ of the First Party, it is their responsibility to inform the first party regarding such decision by mail 3 months prior before the agreement gets ended. In any case, the unused and marketable stock will not be taken back by the first party.

FRANCHISOR'S RESPONSIBILITIES

The First party will provide training to the second party as per one pre-decided day of the week. In the training, the first party will provide complete support to the second party. The First party will provide initial training to the Second party, how to set up the Dealership along with the knowhow, advice and guidance relating to the Business so that the Second party can successfully operate the Franchise.
The First party shall regularly monitor and audit the Franchise to ensure that quality standards are met and that service sale targets are achieved by the Second party.
The First party shall provide an ad hoc advice where the Second party encounters operational problems that are beyond control of the operation of the second party.
The First party shall supply products worth Rs. _____________/-to the Second party on Distributor Price (DP) against the payment of __________/- received. The detail of products as per the annx 1, attached below
The First party shall supply printed material as and when required at a reasonable cost.
The First party shall bear the cost of refund of the product from customer after deducting the necessary amount as decided by the officials of the first party.
The First party shall bear the transportation Cost of the goods to the ____________ of the Second Party.
The First party is not responsible for payment or co-payment of any employee benefits for its Franchise. They are responsible for their own liability, health, disability and workmen’s compensation insurance, etc.

FRANCHISEE’S RESPONSIBILITIES

The Second party shall only use the Printed material, Psychometric test, invoices, and Services which are supplied/approved by the First party.
The Second party shall operate the Business in accordance with the training received from the first party.
The Second party shall use online/offline Guidance and Counseling services in connection with the Business as have been approved by the First party.
The insurance of the goods shall be done by the Second Party. First Party will take responsibility of any goods damaged during transit between the First Party warehouse and the Second Party warehouse only. Goods movement from Second party warehouse to Consumer is sole responsibility of the Second Party. Any petty theft / shortage / pilferage / damage (intentional / unintentional) during transit or during storage would be the responsibility of the Second Party only. Company will have no financial / non-financial bearing on it.
The Second party shall maintain the Premises to the highest standards and not carry out any alterations or any other business/ service operation without the First party’s consent.
The second party should always inform the customer visiting the franchise Store about the _____________________. The Second party shall provide the following information to the prospect / consumers at the time of sale, namely:

Name, address, registration number or enrollment number, identity proof and telephone number of the direct seller and details of direct selling entity.
A description of the goods or services to be supplied.
Explain to the consumer about the Buy Back Policy of the First party in the details before the transaction.
The order date, the total amount to be paid by the consumer along with the bill and receipt.
Time and place for inspection of the sample and delivery of goods.
Information of his / her rights to cancel the order and / or to return the product in good condition and avail refund on the amount paid.
Details regarding the complaint redressal mechanism.
Explain Cooling Off period in which he / she can cancel the participation and receive refund of the goods purchased.

The Second party shall use best endeavors to promote and extend the Business.
The Second party shall operate the Business during hours specified by the Franchisor.
The Second party shall ensure that staff is well dressed, clean and polite.
The Second party shall not appoint any person as employee/manager who has not completed the First Party’s training and been approved by the First party.
The Second party shall at the request of the First party provide potential information as reasonably required.
The Second party shall use the name _________________ and the trademarks and symbols associated with the name of franchisor M/s _______________________ and Franchise place of business such operation (service provide) shall be known only as _________________.
The Second party shall require First Party’s approval whenever they want to do campaign, Newspaper advertisements with respect to advertising.
The Second party shall use the trademarks, logos and name on the entire document in the same format given by the First party’s head office.
The Second party has to display code of ethics of counseling, provided by the First party in the Dealership premises.
The Second Party is responsible to sell the products neither below Distributor Price (DP) nor higher than Maximum Retail Price (MRP) mentioned on the products.
The Second party shall get commission of ____________/- for the Sale of Products of ________ respectively in a particular month..
The Second party will ensure to make the payments via bank transfer to the First Party and will further ensure that there will be no cash transactions between both the parties.
At any given point of time, the Second Party is required to maintain the monthly turnover of Rs. __________/-. If the Second Party does not maintain the required monthly turnover within 3 months of the execution of the agreement, the First Party may terminate the Franchise agreement.
At any given point of time, the Second Party is required to maintain STOCK OF minimum VALUE OF ___________/-. If the Second Party does not maintain the required stock as per the agreement, the First Party may terminate the Franchise agreement.
The Second Party will ensure to place the minimum order quantity of products worth Rs______________/-
The Second party shall get compulsory online registration of every customer.
The Second Party is bound by the Direct Selling Rules 2021. As Direct Selling rules say, the customer must receive the proper invoice of products mentioning the cooling off buyback and exchange policy on it after filling the consumer / Direct seller order form. The Second Party should ensure that the invoices are generated genuinely without any manipulation at the time of delivery of products.
The Second party shall conduct the appointment of staff and salary shall be borne by the Second party.
The Second party shall share with Franchisor all information obtained in the course of business which may harm the reputation of the Franchisor.
The Second party shall also advertise and promote the franchise in accordance with the directions, requirements and specifications of the First party from time to time.
The Second party shall enhance and promote the intellectual property, goodwill and reputation of the First party at all times.
The Second party agree to enhance warehousing capacity and Franchise Premises along with stock purchase as and when required by the First Party, depending upon the business expansion and future Plans.
The Second party shall maximize efforts to develop the business of the Second party and maintain the image, identity and reputation of the entire franchising system.
The Second party shall hereby undertakes to supply the First party with all information concerning office operation, enabling evaluation of the quality of business management, as well as the financial reports required for effective management of the Network.
The Second party is obligated to properly maintain and keep clean business premises, office, Training/ meeting Room of minimum _____ sq ft, Display for products of ___ ft by 1___ft on one wall of the office, and computer, internet, toilets, and account books.
The Second party is obligated to provide excellent customer service.
The Second party shall arrange basic requirement which includes Computer or laptop, printer, scan, copier, Broadband internet connection, Power backup, tables and chairs, storage space, lights and ceiling fans, air conditioner, and other necessary infrastructure as per the necessity in the office premises.
The Second party shall maintain complete record of Trainings, goods and SKU of products.
The Second Party shall bear the name branding outside the store as per the Franchisor’s Guidelines.

CONFIDENTIALITY

The Second party shall keep all the information strictly confidential and shall not disclose it to any third Party without the prior written consent of the first party during the term of the Agreement.

NON-COMPETITION

The Second party nor the Individuals will during the term of the franchise:-

Carry on any other business.
Entice employees from the First party or other Franchisees.
Use or disclose confidential information for any purpose other than a purpose set out in the Agreement.

The Second party shall not reproduce or distribute privately reproduced versions of such materials under any circumstances.
The Second party shall not use the First party name, logo, trade name, trademarks, program names, or product names in any manner or form

TERMINATION

The following will constitute breach of this agreement resulting in termination of this agreement:

If the Second Party is found to be storing or dealing with products of any other brand whatsoever without written consent of the First Party.
If the Second Party is found to be promoting products of other brands.
If the Second Party is found to be indulging in any activity detrimental to the interest of the First Party Business.
If the Second Party is found to be working against the instructions, policies and guidelines of the First Party provided and issued to it from time to time.
If the Second Party is found to be indulging in the infringement of First Party Trademark(s), Brand or IPR Rights in anyway whatsoever.
If the Second Party is found to be selling the products below the Distributor price or above the MRP.
The Second party is persistently defaults in payment of any amounts due to the First Party.
The Second party if found to have supplied faulty material or exipry products and services or misleading information in or supporting the franchise application.
The Second party if goes into liquidation/bankruptcy or is insolvent (in case of any outstanding payment in favors of first party it must be settled in Arbitration).
The Second party shall not make use of or disclose any confidential information relating to the system or the franchised business.

If the Agreement is terminated for any of the above mentioned breach by the Second Party, then the First party will be entitled to recover any or all of the monetary, goodwill or brand value losses suffered by it.

PROCEDURE OF TERMINATION

Depending upon the seriousness of the violation, a Franchise may be immediately terminated for violating the terms of the Agreement and / or any other relevant documents produced by the Company.
The Company may, at its sole discretion, terminate a violating Franchise without placing the Second party on suspension. When the decision is made to terminate a Franchise, the Company will inform the Second party in writing to the registered address in the Second party’s Registration Form that the termination has occurred.
If the Second party wishes to ask the Company to review the decision to terminate, he / she shall make such a request to the Company in writing within fifteen (15) days from the date of notice of termination.
If the Company receives no such request within the fifteen 15 days period, the termination will automatically be deemed final.
If the Second party files a timely written request, the Company will review the decision and notify the Second party of the result of the review within thirty (30) days after receipt of the Second party’s request.
The Company will not further review its own decision. In the event the termination decision is not reversed, the termination will remain effective as of the date stated in the original termination notice.

DISPUTE RESOLUTION AND JURISDICTION

This Agreement shall be interpreted and construed in accordance with the laws of India.
This Agreement shall be interpreted if second party is found to sell expiry or faulty products or services and construed in accordance with the laws of India.
Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the [Indian] Arbitration and Conciliation Act, 1996.
The Parties hereto mutually agree and confirm that the arbitration proceedings shall be held at Bangalore (Karnataka, India) only and shall be adjudicated by a sole arbitrator to be appointed by the First party within the provisions of the arbitration act. For any judicial intervention in the matter, and/or for the purposes of enforcing an award, the exclusive courts of Bangalore (Karnataka, India) shall have jurisdiction in the matter.
The arbitral procedure shall be conducted in the English & Hindi language and any award or awards shall be rendered in English& Hindi. The procedural law of the arbitration shall be Indian law.

IN WITNESS HEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT, THE DAY, THE MONTH AND THE YEAR HEREINABOVE WRITTEN.

Signed for & on behalf of M/s _________________________________

(Mr. __________– Director / Authorized Signatory)

Signed for & on behalf of XYZ INDIA PRIVATE LIMITED

(Mr._________________ – Director / Partner / Authorized Signatory)

Witness 1: Witness 2:

Signature: Signature:

Name: Name:

Address: Address: