FRANCHISE AGREEMENT

THIS AGREEMENT is made at ----------- this ----- day of -------------Between

M/s SuryaRay Elixirs Pvt. Ltd., a company duly registered under the Companies Act, 1956 having its registered office at Plot No 40, Road No 7, Jubilee Hills. HYD-560033 (hereinafter known as "Franchisor" and includes its successors & assigns)

And

**********., a company duly registered under the Companies Act, 1956 having its registered office at ********************************* (hereinafter known as “Franchisee” and includes its successors &assigns).

Whereas:

(a) Franchisor is primarily in the restaurant and hospitality business and 'owns uses and promotes certain trade and business names, and commercial symbols in connection with the operation or the Restaurant under trade name of Xtreme Sports Bar with a uniform business format. Specially designed interiors. Menu, Food and Beverage offerings, and proprietary products, methods .and Standard Operating Procedures.

(b) The Franchisor's system is comprehensive emphasizing prompt and courteous service, conduce atmosphere, adherence to certain standards and policies of the Franchisor, including without limitation of stocking of the designated products. the use of only prescribed equipments, furniture and fixtures in the outlet, strict adherence to designated food and beverage specifications, use of only prescribed designs and layout, number of tables and chairs and standards quality service and Personnel.

(c) The Franchisee is the lesser and as such lessee is in use, occupation of a premises for a commercial user admeasuring approx ***** carpet area at ************************************** (Lay Out Plan Annexed as Annexure A) hereinafter referred to as the ‘said Franchised Outlet’.

(d) The Franchisee, interested in setting up, operating and running the said Franchised Outlet under the Xtreme Sports Bar trade name and style and operational procedures of the Franchisor.

(e) The franchisee unconditionally agrees and undertakes to set up run and operate said Franchised Outlet in strict conformity with the Franchisor’s Rules and Regulations and Standard Operating Procedures and in the manner and upon the terms and conditions contained herein.

(f) The parties hereto desirous of executing this Franchise Agreement, which records the terms and conditions applicable to the Franchise relationship between the parties as under:-

NOW THIS AGREEMENT WITNICSSETH AND.IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: .

1. DEFINITIONS

For the purpose or this Agreement the terms defined hereunder in this Article shall have the meaning specified unless the context otherwise requires:

1.1 "Franchised Outlet/restaurant" shall mean the entire structure erected and to be erected on the properties/lands and all buildings, together with the equipment installed therein to be used for the purpose or the restaurant including, but not limited to, all plumbing, heating and lighting equipment, elevators, air-conditioning equipment, exterior and interior signage’s, telephone equipment (except that leased from the Telephone Department), furniture. (including furniture brought in by the franchisee) and equipment. operating supplies, and nil related facilities constructed, installed or kept in or appurtenant to the restaurant. as also all additions, extensions, modifications thereto, as may be effected by the Franchisee in consultation with the Franchisor hereafter; for which the Proprietary Marks and Systems are granted. (Layout Plan Annexed as Annexure A)

1.2 "Franchise & Proprietary Marks"- Shall mean “Xtreme Sports Bar”, “Xtreme”, “Don’t do this at home” and “X” or which are proprietary marks of

the Franchisor in any form, manner, font, colour and size as prescribed/authorised/permitted by the franchisor from time to time.

1.3 "System" - Shall mean the unique Product Offering. Ambience, Standard Operating Procedures, Manuals, Control Forms, Rules and Regulations, Standard Recipe Forms, Human Resource Policies etc of the Franchisor which shall be documented for the convenience of the franchisee

1.4 The “Agreement” or "this Agreement" shall mean this instrument as originally executed and delivered. or, amended or supplemented, as so amended or supplemented.

1.5 The "Term of the Agreement” shall mean the term or this Agreement as hereinafter provided in Article 3 but subject to earlier termination or determination thereof in terms of Article 14 hereof.

1.6 The "Date of Commencement” of the Agreement shall mean the date or execution of the agreement.

1.7 "Fiscal Year" shall mean the twelve-month period commencing on the first day of April and ending on the 31st day or March except that the first Fiscal Year shall be the period commencing on the Date of commencement and ending on the following 31st of March.

1.8 "Auditor" shall mean the Auditor who shall be a Chartered Accountant or a firm of Chartered Accountants mutually selected by the Franchisor and Franchisee.

1.9 "Net Revenue" for such Fiscal Year shall mean gross revenues arising directly or indirectly from the conduct of the business and such gross takings, including but not limited to all cash, Debit/credit cards, Cheques; Demand drafts. pay orders or any other form or remittance derived from sale of food and beverage items, furniture, crockery, cutlery, curiosities, music compact discs or cassettes, tickets and any other merchandise or items, all goods sold and delivered or services performed by the franchisee, all incomes received by way of rentals for film and Photo shoots, event promotions, and / or functions or parties. Either catered within the franchised restaurant or outside by the Franchisee. Net

Revenue shall exclude all central, state sales tax, value added tax, or service tax collected from the customer and paid to the appropriate taxing authority.

2. GRANT

2.1 Franchisor hereby grants Franchisee the right and license, and Franchisee hereby accepts the obligations, subject to the terms and conditions described herein, to set up, operate and run the franchise hereby granted as per the system only at the franchised outlet/Restaurant.

2.2 Franchisee is not granted any right hereunder to sublicense the Proprietary Marks or System, Proprietary products etc to any party.

2.3 Franchisee acknowledges and agrees that:

2.3.1 the rights granted to Franchisee in this Agreement arc non-exclusive. and this Agreement conveys no territorial rights to Franchisee, and

2.3.2 Franchisee is acquiring no rights hereunder other than the right to use the Franchised Marks and the' System at the Franchised Outlet in accordance with the express terms of the Agreement.

3. TERM & TERMIATION

3.1 This Agreement shall be valid and subsisting for a period of five years from the date hereof (hereinafter referred to as "the Term").

3.2 Notwithstanding clause 3.1, on the expiry of a period of five years from the date of hereof, the Franchisor shall, after reviewing the performance of the Franchised Outlet, have the option (i) to terminate, or, (ii) to extend the agreement for an additional term of three years on the same terms and conditions as herein contained.

3.3 In the event that the Franchisee sells or purports to sell more than 51 percent of its stake in the Franchised Outlet, then the new owners of the Franchised Outlet shall not have the option to terminate this agreement. The new owners shall come on board/ take over the Franchised operations on an as is where is basis.

The new owners will also be subject to all the terms & conditions of this agreement, the Franchisee shall enter in to negotiations with the new owners and at the same time he shall keep the Franchisor apprised of the full details. The transfer of Franchise shall not take place without the written consent of the Franchisor. Further more the Franchisor shall retain the right to collect Registration fees and Training fees and or any other cost incurred, due to such take over of Franchised operations. If for any reason, the Franchisee wishes to terminate this Agreement it may do so by giving the Franchisor a period of three months to remedy any grievance or misunderstanding, and on the payment of all outstanding dues.

4. FRANCHISOR'S OBLIGATIONS

4.1 Franchisor shall loan to Franchisee one set of the Franchised Operations Manual and the Rules and Regulations in English for operation of the Franchised Outlet.

4.2 Franchisor, or its designee shall provide initial training and on-going training to Franchisee’s principals and their assignee as described In Section 5.1 hereof.

4.3 The Franchisor shall license to the Franchisee the use of appropriate software (as approved by the Franchisor) for the franchised outlet to record transactions. The Franchisee shall reimburse the Franchisor/ pay the necessary license fees and other incidental costs to the Franchisor or to any vendor that the Franchisor may direct. The costs so paid/ reimbursed shall not form a part of the Franchise Fees/ Deposit, but shall be a separate cost which shall be borne by the Franchisee. The Franchisor, however shall retain the right to upgrade and/ or modify I alter the existing system Software Licensed, with an alternate system the cost of which shall be borne by the Franchisee.

4.4 Franchisor shall provide such standard record-keeping system for the business as shall be availed to other franchisees under the system in the territory and shall supply samples of forms necessary for efficiently administering such record keeping system the cost or which shall be borne by the franchisee and which cost shall not form part of the franchise fee.

4.5 Depute to the franchisee an Outlet manager, Asst. Outlet Manager, and an Outlet Head Chef. to manage the operations of the outlet. However the entire cost,

including but not limited to salary, Provident Fund, ESIC, accommodation, and travel expenses. Of such personnel shall be borne by the Franchisee. The above mentioned personnel can only be deputed by the Franchisor and the franchisee shall have no right to select, hire or terminate the services of the same.

4.6 Franchisor shall permit Franchisee's employees to consult at reasonable times with Franchisor's personnel at Franchisor's principal place of business, or by telephone or other means of communication, at reasonable times and when such personnel are available.

4.7 Franchisor shall promptly list the name, address, and telephone number of the Franchised Outlet in such appropriate directories as are published by Franchisor from time to time.

4.8 Franchisor shall provide to Franchisee, such marketing merchandising, advertising, research data, and advice as may from time to time' be developed, which Franchisor believes would be helpful or necessary or the operation of the Franchised Outlet or as requested by Franchisee.

4.9 Franchisor shall pass on benefits of its contracts/ agreements with strategic partners, to the franchisee wherever available. The Franchisor shall also pass on the benefits of negotiated vendor prices.

4.10 Franchisor will involve Franchisee in promotional schemes entered into and pass on the, benefits accrued to the franchisee thereof.

5. FRANCHISEE'S OBLIGATIONS

5.1 Up to two (2) persons, who shall be Franchisee's principals and/or assignee, shall attend, for no fee, and shall satisfactorily complete, Franchisor's initial training at Franchisor's Fifteen -day orientation program at such location as may be designated by Franchisor. Additional employees of Franchisee may attend such training at Franchisor's then-current training fee charged for such training. Franchisee's principals and outlet manager shall attend such additional training as Franchisor shall require from time-to-time. All individuals attending training shall bear all expenses associated therewith, including, without limitation, expenses for food, transportation, and lodging. Notwithstanding anything

contained hereinabove, any initial training and/or additional training availed of by the 2 (two) principals and/or their assignees of the Franchised Outlet, shall be for no fee. As a special case the initial training fee for the opening staff shall be waived off. All further training shall be charged at current training tarrifs, The Franchisor will from time to time conduct a personnel audit, and if the Franchisor feels that further training is required then the Franchisor will have to ensure that his employees have completed the requisite training.

5.2 Franchisee shall follow all of the directions in respect of all aspects of the business made by Franchisor in order to maintain and preserve the Franchisor's all rights, goodwill and reputation in the business, the Franchised Marks, and the System. Franchisee acknowledges and agrees that all such future rights, goodwill and reputation shall inure to the benefit of Franchisor. Franchisee shall, upon the request of Franchisor, provide 'Franchisor with such information as it may reasonably request with regard to the operation and conduct of the Business.

5.3 Franchisee shall, comply, except as otherwise approved in writing by Franchisor with the following requirements throughout the term of this Agreement:

5.3.1 Franchisee shall furnish Franchisor with all governing documents of Franchisee and any-other documents related thereto which Franchisor may reasonably request and any amendments thereto,

5.3.2 Franchisee shall maintain a current list of all owners of record and all beneficial owners of any class of voting stock of Franchisee and shall furnish the list to Franchisor upon request.

5.4 Franchisee shall commence operation of the Franchised Outlet within three months from the date of commencement of this agreement.

5.5 In conducting the Business, Franchisee shall act strictly in accordance with the Franchise Operations Manual and the Rules and Regulations (the current edition of which will be made available in due course) and all future amendments thereto as may be provided to Franchisee from time to time by Franchisor and shall operate the Franchised Outlets in cohesion with the Franchisor's deputed personnel under the System, Human Resource Policies and in accordance with the terms and conditions of this Agreement.

5.6 Franchisee shall keep the Franchised Outlet and its furnishings, hand outs, menus. etc in a good state of repair and decoration so as to enhance the reputation of the Franchised Marks, the Business, and the System, and shall not change the number of covers without, first obtaining Franchisor's written consent pursuant to Section 5.6 hereof.. The franchisee shall also maintain crockery and cutlery as per Franchisors design specifications as per the directed par stock values. All music and communication at the franchised outlet will also be in accordance with the Franchisors directions.

5.7 Franchisee shall submit to Franchisor any material alterations, improvements, developments, or construction work proposed for the Franchised Outlet before any such work is carried out by Franchisee, and shall not alter the appearance of the Franchised' Outlet Or make any material alterations, or improvements, or plan any construction or, development thereto other than in accordance with the provisions of the Rules and Regulations and without the prior written consent of the Franchisor, which such consent shall not be unreasonably withheld.

5.8 Franchisee shall prominently display at the Franchised Outlet the Franchised Marks in exterior and interior signage and in all advertising and promotion of the Franchised Outlet.

5.9 Franchisee shall operate the ,Franchised Outlet exclusively under the Franchised Marks and shall feature the Franchised Marks in all advertising matter and other promotional material, together with standard distinguishing characteristics of the System prescribed by Franchisor or under such other Franchised Marks as may be designated in writing and adopted by the Franchisor for use in connection with the System in the Territory so that the Franchised Outlet will be directly recognizable by the general public as an integral part of the System.

5.10 Franchisee shall be solely responsible (or conducting local advertising and promotion or the Franchised Outlet and the expenses thereof. Franchisee shall diligently promote and make every reasonable effort to steadily increase business and revenue or the Franchised Outlet by printed advertisements, promotions, entries in telephone and trade directories and in other suitable manner, all or which shall be in accordance with the standards prescribed and subject to approval of Franchisor: shall follow all applicable laws: shall display

or make available at the Franchised Outlet such advertising. Promotional matter or provided by Franchisor as Franchisor reasonably directs.

5.11 Franchisee shall participate fully and without exception in all marketing programs, sales promotions and services or Franchisor as Franchisor may determine to be necessary and desirable for the Franchise from time to time.

5.12 Franchisee shall promote and ensure that the Franchised Outlet promotes patronage or other affiliated Restaurants by the public and should not encourage use of other non-affiliate Restaurants.

5.13 Franchisee shall permit the Franchisor or its authorized representatives to inspect the Franchised Outlet from time to time at any reasonable time during the term of this Agreement ,and shall permit and assist the Franchisor to make such other investigations as it deems to be necessary to determine that the activities of the Franchisee and the Franchised Outlet meet the minimum standards set forth in the Rules and Regulations and the Franchise Operations Manual, and with the obligations of this Agreement.

5.14 Franchisee shall apply for all necessary government, local authority, bank or other necessary consents in order to commence and carry on the Business.

5.15 All stationery, literature, and documents used by the Franchisee and the Franchised Outlet for the purposes or the Business shall contain a statement that Franchisee and/or Franchised Outlet operates as a Franchisee under a. license from time to time from Franchisor, which statement shall be prescribed by Franchisor in writing or shall be described in the Rules and Regulations or the Franchise Operations Manual. All stationary drafts to be approved by the Franchisor in writing. The franchisee also undertakes not to ever sign any document directly under the franchised mark/marks.

5.16 Franchisee shall clearly indicate, in both English and in the official language(s) of the Territory, that any legal action commenced against the Franchised Outlet, Franchisor, or any other person (including, without limitation, Franchisee or its Affiliates) shall be filed and maintained only in the courts having jurisdiction over the jurisdiction in which the Franchised Outlet is located.

5.17 Franchisee specifically acknowledges that, pursuant to this Agreement, Franchisee will. receive valuable information including, without limitation, information regarding the operational sales, promotional and marketing methods and techniques of Xtreme Sports Bar and the System, The Franchisee covenants that during; the term of this Agreement, and except as otherwise approved in writing by Franchisor, Franchisee shall not, either directly of indirectly, for itself, or through, on behalf of, or in conjunction With any person, partnership, association or corporation, divert or attempt to divert any business or customer or the Franchised Outlet to any competitor, by direct or indirect inducement or otherwise, to do or perform directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System.

5.18 The parties agree that each one the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any provision of a covenant of this Section is held unreasonable or unenforceable by a court or tribunal having valid jurisdiction in an un-appealed final decision to which Franchisor is a party, Franchisee expressly agrees to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately staled in 'and made a part of this Section.

5.19 Franchisee understands and acknowledges that Franchisor shall have the right. in its sole discretion to reduce the scope of any covenant set forth in Sections5.l through 5.18. both inclusive, without Franchisee’s consent, effective immediately upon receipt by Franchisee or written notice thereof; and Franchisee agrees that it shall comply forthwith with any covenant so modified. which shall be fully enforceable notwithstanding the provisions of Section 22.1 & 22.2 hereof.

5.20 Franchisee expressly agrees that the existence or any claims it may have against Franchisor whether or not arising from this Agreement, shall not constitute a defense to the enforcement by Franchisor of the covenants in Sections 5.1 through 5.1 5.18 both inclusive. Franchisee agrees to pay all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Franchisor in connection with the enforcement or Sections 5.1 through 5.18 inclusive.

5.21 Franchisee acknowledges that its violations 0f the terms of Sections 5.1 through 5.18 inclusive, would result ill irreparable injury to Xtreme Sports Bar or Franchisor for which no adequate remedy at law may be available, and Franchisee accordingly agrees that, notwithstanding the provisions of Section 22.2 below. Franchisor may seek the issuance or an injunction or other similar court order prohibiting any conduct by Franchisee in violation or the terms or Sections 5.1 through 5.18 inclusive of this Agreement.

5.22 Franchisee shall bear salaries and other benefits and conditions of service and revision thereof, as may he agreed between Franchisor and employee and as per the Franchisor’s Human Resources Policy including but not limited to house rent, provident fund, superannuation benefits, uniforms, conveyance, any other allowances and reimbursable as may be defined as policy by the Franchisor from time to time and reimburse the cost of joining and relieving of each other staff deputed by the Franchisor.

5.23 Franchisee shall not offer employment or any other form of monetary compensation or partnership to any employee of the Franchisor without written permission from the Franchisor and shall not utilize the services of managerial personnel deputed by the Franchisor for any purpose other than for the operation of the Outlet.

5.24 Franchisee agrees to the Franchisor of transferring any or all of its deputed personnel at any time to other member Restaurants of the System or its headquarters with a view to provide training and /or career development, to facilitate seamless management.

5.25 Franchisee understands and acknowledges that Franchisor shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in Sections 5.1 through 5.24 inclusive, without Franchisee's consent, effective immediately upon receipt by Franchisee or written notice thereof; and Franchisee agrees that it shall comply forthwith with any covenant so modified, which shall be fully enforceable notwithstanding the provisions of Section 22.1 & 22.2 thereof.

5.26 Franchisee agrees to make available, on the recommendation or the Franchisor concessions in Outlet amenities to such person and others who would help to promote the Outlet.

5.27 It is expressly agreed by and between the panics hereto that in the event the Franchisee is in breach of the obligations set out at 5.1, 5.2, 5.3, 5.5, 5.7. 5.10, 5.22, 5.23 and 5.25 hereinabove then and in such event the Franchisee shall pay to the Franchisor damages at the rate of Rs. 1,000/- per day during the continuance of such breach (from the receipt of written notice as provided herein) up to such time the breach is cured by the Franchisee. In case or breach or the obligations set out at 5.4 & 5.24 hereinabove then and in such event the Franchisee shall pay to the Franchisor damages at the rate or Rs.5,000/- per day during the continuance or such breach (from the receipt of written notice as provided herein) up to-such time of the breach is cured by the Franchisee.

5.28 It is further expressly agreed between the parties hereto that in the event the Franchisee fails to cure such breach as mentioned in 5.27 above within a period of 30 days from the receipt of written notice (from the Franchisor) to cure such breach then and in such event this agreement shall automatically come to an end at the end of the period of 30 days as afore said and all consequences on termination as provided herein below shall follow.

6. FEES AND PAYMENTS

6.1 The Franchisee shall in consideration of' the franchise rights and franchise and other support services being rendered in respect of the Franchised Outlet pay to the Franchisor as follows:

6.1.1 In addition to the franchise fee as set out in clause 6.1.2 herein below, the franchisee shall pay to the Franchisor a onetime sign up fee of Rs. 15,00,000/- (Rupees Fifteen Lakhs Only)(Exclusive of Service tax or any other statutory levy as maybe notified from time to time) at the time or execution or this agreement.

6.1.2 The Franchisee shall pay to the Franchisor, Franchise fee at the rate of 10% (Ten percent) of the monthly net revenue. All payments are Exclusive of Service tax or any other statutory levy as maybe notified from time to time. The Franchise fee to be paid by the Franchisee to the Franchisor in respect of any month shall be paid on or before the tenth day of the succeeding month.

6.1.3 The Franchisee shall pay to the Franchisor the staff deputation charges with respect to the Managerial staff deputed by the Franchisor to the franchised outlet inclusive of salaries, Provident Fund, ESIC, Travel and Housing allowance and Mobile Phone Bills by the fifth of every succeeding month.

6.1.4 The Franchisee shall pay to Franchisor, for any materials, collaterals, food and beverage supplies, etc within seven days of receipt of the bill raised by the Franchisor to the franchisee.

Any delay in above payments, shall attract a 24% p.a. compounded interest.

6.2 The Franchisee shall reimburse Franchisor in respect of all direct costs incurred on telephone, fax, courier services and for travel, boarding including non-alcoholic beverages and lodging, personal laundry and incidentals at Rs. 500/- per man-day for personnel deputed by the Franchisor for onsite system implementation, operations advice and assistance and related support services Initial incidentals for set up is non chargeable and will be at the expense of Franchisor. All management staff shall travel by flight (economy class) with the exception of the Franchisor's Chief Executive and Operating Officers (Business Class) to the franchised outlet and they will be lodged at a reasonable hotel accommodation at the franchisee' cost. All other junior staff provided by the Franchisor will travel by Rail Second Class A/c Sleeper and will be provided with reasonable, clean accommodation and Boarding at the Franchisee's cost.

7. FRANCHISED MARKS

7.1 Franchisor represents that registration or application has been made in the Territory for registration of the Franchised Marks. Franchisee acknowledges and agrees that Franchisor may be unable to obtain registration of some or all of the Franchised Marks for which application has been made.

7.2 Franchisee acknowledges Franchisor's sole ownership of the Proprietary Marks (registered or unregistered), disclaims any right or interest therein and to the goodwill attached thereto, agrees not to register or to attempt to register any of the Proprietary Marks. Franchisee further acknowledges that the property in all

goodwill of the business transacted under this Agreement and all rights therein belong to Franchisor an" that it has no right for any .compensation whatsoever concerning the goodwill of the business transacted under this Agreement. Franchisee agrees to assign and convey to Franchisor upon request, in any such form as Franchisor may prescribe, any rights in the Proprietary Marks as Franchisee may acquire.

7.3 Franchisee shall assist Franchisor, at Franchisor's request and sole cost and expense, in obtaining registration of any Proprietary Marks Franchisor has or might acquire in the Territory, and agrees that any rights, privileges and benefits, legal or otherwise. Including goodwill, resulting from the use of the Proprietary Marks by Franchisee shall inure only to the Franchisor.

7.4 Franchisee agrees that its name shall not contain any of the Proprietary Marks and that it shall not use any of the Proprietary Marks in the name of any corporation, joint venture, partnership, limited partnership or any other type of business organization which owns any interest in, or operates, the Franchised Outlet.

7.5 Franchisee shall not at any time, during the term of this Agreement or thereafter question, deny, contest or dispute the validity of the Proprietary Marks or Franchisor's exclusive right, title, or interest in and to the Proprietary Marks. Franchisee shall promptly refer to Franchisor any threat or challenge to the validity of, or Franchisor's exclusive rights in, the Proprietary Marks.

7.6 Franchisee shall, at Franchisors request and expense, enter into such agreement, with Franchisor, for filing with the relevant trademark authorities, as Franchisor shall require; provided, however, that such agreement shall include no terms or obligations other than those imposed upon Franchisee under this Agreement, except where necessary for such agreement to be valid and enforceable.

7.7 With respect to Franchisee's use of the Franchised Marks pursuant to this Agreement. Franchisee agrees that:

7.7.1 Franchisee shall use only the Franchised Marks authorised by Franchisor in this Agreement, or otherwise in writing, and shall use them only in the manner authorized and permitted by Franchisor;

7.7.2 Franchisee shall use the Franchised Marks only for the operation of the Business;

7.7.3 Franchisees' right to use the Franchised Marks is limited to such uses as are authorized under this Agreement and any unauthorized use thereof shall constitute an infringement of Franchisor's rights; and

7.7.4 Franchisee shall protect and promote the goodwill attached to the Franchised Marks.

7.8 Franchisee shall include on all signs, stationery and promotional or advertising material, and all other such material used in connection with the Business, the expression "TM" in conjunction with the Franchised Marks, and shall. Include clearly and in a prominent position on such material an appropriate notice regarding ownership of the Franchised Marks as Franchisor considers appropriate and directs. Where directed by Franchisor, the symbol ® or other appropriate symbol shall be employed to designate a registered mark.

7.9 Franchisee shall promptly notify the Franchisor of any unlicensed use of the proprietary Marks, any challenge to the validity of the Proprietary Marks, or any challenge to Franchisor's ownership of, or Franchisee's right to use, the Proprietary Marks. Franchisee acknowledges that Franchisor has the sole right to determine, direct, and control any negotiation, administrative proceeding, or litigation involving the Proprietary Marks, including any settlement thereof. Franchisor has the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks.

Provided Franchisee has used the Franchised Marks in accordance with this Agreement, the Rules and Regulations. and the Franchise Operations Manual. and further provided Franchisee has notified Franchisor in writing or any third party claim. suit, or demand involving the Franchised Marks. and defense of Franchisee against any third part), claim suit, or demand involving the Franchised Marks arising out of Franchisee's use thereof shall not be at Franchisee's expense, Otherwise, any defense of Franchisee against such third party claims, suits, or demands shall be at Franchisee's expenses.

In the event the defense or prosecution of any litigation relating to the Franchised Marks is undertaken hereunder, Franchisee agrees to execute any and all documents and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal party to any legal action. Except to the extent that such litigation the result of Franchisee's use of the Franchised Marks in a manner inconsistent with the terms of this Agreement, the Rules and Regulations, the Franchise Operations Manual, and such other notices as Franchisor or Franchisor may give, Franchisor agrees to reimburse Franchisee for its out-of-pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees; and Franchisor shall pay the costs of any judgment or settlement.

7.10 Franchisor reserves the right to require Franchisee to substitute different Franchised Marks for use in identifying the System and the Business operating hereunder, if Franchisor, in its sole discretion, determines that substitution of different Franchised Marks would be beneficial, Franchisee agrees to comply with all such changes at its sole cost and expense.

7.11 Franchisee acknowledges and agrees that Franchisor expressly has reserved to itself all copyrights in the Franchise Operations Manual, the Rules and Regulations, both in the current versions of each and in any revisions thereto.

7.12 Franchisee agrees that its business name and the name of any of its affiliates, regardless of the form of business organization (corporation, partnership, joint venture, etc.) shall not contain any Proprietary Mark or anything confusingly similar thereto.

8. FRANCHISE OPERATIONS MANUAL; RULES AND REGULATIONS

8.1 In order to protect the reputation and goodwill of Franchisor and to maintain uniform standards of operation under the System and under the Franchised Marks, Franchisee shall conduct the Business in accordance with the Franchise Operations Manual, the Rules and Regulations, Standard Operating Procedures and Human Resource Policies.

8.2 Franchisor may from time to time provide to Franchisee revisions to the contents of the Franchise Operations Manual and the Rules and Regulations, and Franchisee shall incorporate such revisions into Franchisee's Franchise Operations Manual. Franchisee shall comply with each new or changed standard in the Franchise Operations Manual and the Rules and Regulations and strictly adhere to the same.

9. CONFIDENTIALITY

9.1 Franchisee acknowledges that Franchisor's System is unique and confidential and that Franchisor has valuable goodwill which has been developed and which Franchisor intends to maintain and extend. Except as otherwise authorized herein Franchisee accordingly agrees that it shall not, without Franchisor's prior written consent, disclose or otherwise make available to any third party, the franchise Operations Manual, the Rules and Regulations, or any other information it received in confidence from the Franchisor and will take all reasonable precautions to prevent third parties from gaining access to such information.

9.2 Franchisee also shall require, at Franchisor’s request, that any employee, shareholder, director, officer, of partner execute covenants in English that they will maintain the confidentiality of information or knowledge they receive in connection with the Business. Such covenants shall he in a form satisfactory to Franchisor including, without limitation specific identification or Franchisor as panics to such covenants with the independent right to enforce them.

10. REPORTS AND ACCOUNTS

10.1 Franchisee shall send daily reports on covers and check (bill) collections, and income to the Franchisor. Franchisee shall within 5 days after the close of each calendar month, furnish to the Franchisor, in such form as may be prescribed by Franchisor, duly certified reports and statements including but not limited to:

- monthly certificate of fee payable:- monthly cover and checks report:- monthly profit and loss statement- monthly operations and statistics report

- monthly business source report- Monthly customer feedback forms- Monthly purchase statement- Monthly opening and closing stock- monthly bank statements,- Daily Sales Report- Daily Void Bills Reports- Daily Cancelled and Void KOT' Reports- Daily Discount Reports- Daily Non Chargeable Bills Reports- Daily Non Availability Report- Daily Incident Reports- Daily Table transfer and cancelled orders Report- Daily software Collates (Via Email)

10.2 Franchisee shall keep at the Franchised Outlet complete and accurate books, records, and accounts in respect of the Business in accordance with generally accepted accounting; principles in the Territory and shall:

10.2.1 have such books, records, and accounts audited once each year throughout the term of this Agreement by an independent chartered accountant approved by the Franchisor in accordance with generally accepted principles in the Territory and submit such audited financial statements to Franchisor within six (6) months of the end of Franchisee' fiscal year;

10.2.2 Preserve such books, records, and accounts, for not less than three years: and permit Franchisor to inspect and make copies of any financial information, books, accounts, or records maintained by Franchisee as Franchisor reasonably requires (on reasonable prior notice only in the event of inspection after normal business hours).

10.2.3 Bank all receipts Cash/ Card etc in a designated bank account.

10.2.4 Pay all government Dues such as sales tax, PF, ESIC, Advance Tax, Service Tax in a timely manner.

10.3 In the event that all audit or such hooks, records, or accounts shows Franchisee to have underpaid any fees due to Franchisor hereunder, Franchisee agrees to pay promptly to Franchisor such sums as have been underpaid plus interest at Twenty Four percent (24%) per annum, from the relevant Payment Dates until the time the payment is made of the outstanding sums and any accrued interest.

11. INSURANCE

11.1 Franchisee agrees to procure und maintain in full force and effect during the entire term of this Agreement, at its sole cost and expense, such insurance requirements set forth in its lease/conducting agreement for the Outlet premises protecting Franchisee and the Franchised Outlet with the Franchisee as the named insured and Franchisor, Franchisor’s affiliates, agent's servants, employees. officers, and directors as additional insured. and to furnish Franchisor with evidence of compliance no less frequently than once each year. The foregoing insurance in this Clause and in Clause 11.2 shall be placed with an insurance company or companies reasonably satisfactory to Franchisor.

11.2 Franchisee agrees to procure and maintain in full force and effect during the entire term of this Agreement at the Franchisee's sole cost and expense, a comprehensive general liability' policy against all known risks normally covered by an employer carrying on a Restaurant business in the Territory, including (without limitation) adequate employer's liability and third party accident cover.

11.3 Franchisee agrees that Franchisor may from time to time during the term of this Agreement require that the adequate limits of insurance coverage as aforesaid be reasonably increased in any area for such reasonable amounts determined by Franchisor and the area or type of insurance cover may also be reasonably extended by Franchisor.

11.4 Original or duplicate copies of all insurance policies or of any certificate of such insurance shall be furnished promptly to Franchisor, and Franchisor shall be provided by Franchisee with proof of payment of all premiums thereof. Evidence of renewal shall be made to Franchisor prior to the expiration date of such policy. Franchisee shall procure that the insurers agree to notify' Franchisor of any failure by Franchisee to pay any premium due to respect of such policy within the period permitted by the insurer.

11.5 In the event Franchisee should fail to procure or maintain insurance of the type and for the amount specified in this Agreement, or as may hereinafter be changed by Franchisor, Franchisor may at their option without notice, in addition to such other rights and remedies which they may have, procure and maintain such insurance and charge the full premiums thereof to the Franchisee or they may immediately terminate this Agreement.

11.6 The procuring and maintenance of such insurance and the performance by Franchisee of Franchisee's obligations under this Clause shall not relieve Franchisee of any liability, imposed by or under the indemnity provisions set forth in Clause 16.1 of this Agreement.

11.7 Paramount: In the event of any claim in respect of this Outlet being made on Franchisor by anyone, which claim does not come within the policy effected by the Franchisee then the Franchisee shall defend such claim at his own cost and expenses and in the event any award is made against the Franchisor, such award will be met by and shall be to the account of the Franchisee.

11.8 All claims whether lodged by the Franchisor or Franchisee under any insurance policy taken in terms of this Agreement, will, at the first instance be received by the Franchisee and any liability/loss covered by such claims which have been borne/met by Franchisor shall forthwith be reimbursed to Franchisor as the case may be.

11.9 Notwithstanding anything contained hereinabove, it is hereby agreed by and between the Parties hereto that it is the Franchisee's obligation to procure and maintain the insurance policies (required as aforesaid).

12. ADVERTISING AND MARKETING

12.1 Franchisee agrees to adhere to all applicable statutory regulations and to Franchisor’s requirements in respect of advertising and promotion of the Franchised Outlet. All advertisements and other material proposed to be published, circulated, or exhibited by Franchisee shall be submitted to Franchisor at least fourteen (14) days prior to the first use of such material for the written approval of the Franchisor. Franchisor has the right to disapprove the

use of any such material. No material which has been disapproved by the Franchisor shall be used by the franchisee. The franchisee shall include any statement or information in such advertising or other promotional materials as the Franchisor may direct. The franchisee is expected to retain a professional public relations company approved by the Franchisor. All press releases or statements made with regard to the franchised outlet need a written approval by the Franchisor.

12.2 Franchisee shall also display or make available such advertising, promotional matters, or other information provided or prepared by Franchisor in the form and manner that Franchisor reasonably directs (such material relating to Franchisor and/or the System). If Franchisor requests.

13. ASSIGNMENT

13.1 Franchisee understands and acknowledges that the rights and obligations set forth in this Agreement are limited to Franchisee and that Franchisor has granted this Business in reliance on Franchisee's business skill and financial capacity. Accordingly, neither Franchisee nor any immediate or remote successor to any part of Franchisee's interest in the rights granted hereunder, nor any person (which, for purposes of this Section 13, shall include any individual, partnership, association, corporation, or other form of legal entity) which directly owns any interest in Franchisee shall sell, assign, transfer, convey, pledge, mortgage or otherwise encumber, without Franchisor's prior written consent, this Agreement, or any rights or obligations hereunder any direct interest in Franchisee or in substantially all of the assets of Franchisee. Any attempted or purported assignment or transfer by operation of law or otherwise, not having the prior written consent or Franchisor required by this Section 13. shall constitute a material breach or this Agreement, for which Franchisor may then terminate without opportunity to cure pursuant to Section 14 of this Agreement.

13.2 Franchisor shall not unreasonably withhold its consent to any transfer requiring Franchisor’s prior written consent pursuant to Section 13.1 hereof; provided, however that Franchisor shall have the right to withhold its consent, in its sole discretion to a transfer of this Agreement, any transfer of any- of Franchisee's rights or obligations hereunder, or any transfer of any ownership interest in Franchisee to any person engaged in franchising or Restaurants anywhere in the

world. Furthermore, if a transfer, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring this Agreement, or any or Franchisee’s rights or obligations hereunder, or changing control or Franchisee or of transferring all or a substantial portion or the assets of Franchisee, Franchisor may, in its sole discretion, require satisfactory compliance with any or all of the following conditions:

13.2.1 All of Franchisee’s accrued monetary obligations and all other outstanding obligations to Franchisor, its subsidiaries and its affiliates shall have been satisfied.

13.2.2 Franchisee shall not be in default under any provision or this Agreement, any amendment hereof any other agreement between Franchisee and Franchisor or their subsidiaries and of any lease or sublease for the premises at which the Franchisee Outlet is located.

13.2.3 The transferor shall have executed a general release, in a form satisfactory to Franchisor, of any and all claims against Franchisor and their subsidiaries and affiliates and their officers, directors, shareholders, and employees, in their corporate and individual capacities, including, without limitation, claims arising under national and local laws, rules, and ordinances;

13.2.4 The transferee (if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Franchisor may request) shall enter into a written assignment, in a form satisfactory to Franchisor, assuming and agreeing to discharge all of Franchisee's obligations under this Agreement; and the transferee, at Franchisor's option, shall guarantee the performance or all such obligations in writing in a form satisfactory to Franchisor.

13.2.5 The transferee, and such owners of a beneficial interest in the transferee as Franchisor may request, shall demonstrate to Franchisor's satisfaction that the transferee meets Franchisor’s then-current standards for new franchisees in the System, including, without limitation, Franchisor's standards concerning related business experience, add financial condition;

13.2.6 At Franchisor's option, the transferee shall execute (and/or upon Franchisor's request, shall cause all interested parties to execute), for the same term as the term described in Section 3 of this Agreement, the then-current form of Franchise Agreement utilized by Franchisor in the Territory, which such agreement shall otherwise supersede this Agreement in all respects and which agreement shall be conformed for use in .the Territory consistent with the laws and customs thereof, and the terms of which agreement may differ from the terms of this Agreement including, without limitation, increased franchise services fees, and increased minimum promotion and advertising contributions and expenditures;

13.2.7 The transferee shall, in a manner satisfactory to Franchisor, refurbish the Franchised Outlet at its expense to present the image then in effect for new or the most recently remodeled Restaurants under the System, including without limitation, such structural changes, remodeling, and redecoration, and such modifications to existing improvements as may be necessary;

13.2.8 Franchisee shall remain liable for all of the obligations to Franchisor and its affiliates in connection with the Franchised Outlet arising prior to the effective date of the transfer and shall execute any and all instruments reasonably requested by Franchisor to evidence such liability; and

13.2.9 Franchisee shall pay, at the time a request for approval of a transfer is made, a non-refundable transfer fee in the amount necessary to reimburse Franchisor for its reasonable costs and expenses associated with reviewing the application to transfer, which transfer tee shall not exceed the amount then being charged to other franchisees as an initial franchise fee.

13.3 The Franchise and other rights and duties herein are personal to the Franchisee any may not in any manner he sold, assigned, leased, sub-let, pledged, transferred, or parted with possession. Any successor-in-interest shall be

required to execute a new Franchise Agreement, and to pay a new Initial Fee, in order to continue the Franchised Outlet in the System.

13.4 Franchisor shall have the right to transfer all or any part of its rights or obligations under this Agreement to any person or legal entity.

14. TERMINATION

14.1 Immediate Termination without Opportunity to Cure – Franchisor may terminate this Agreement and all rights granted herein without prior notice to Franchisee on occurrence of any of the following events.

14.1.1 If Franchisee shall become insolvent or make a general assignment for the benefit of creditors; or if a petition in bankruptcy is tiled by Franchisee or such a petition is filed against Franchisee and not opposed by Franchisee; or if a receiver or other custodian (permanent of temporary) of Franchisee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction, or if any suit to foreclose any lien or mortgage against the Franchisee's property is instituted, and not dismissed or contested by litigation within thirty (30) days; or if Franchisee is dissolved; or if execution is levied against all or substantially all of Franchisee's business or property; or if the real or personal property of Franchisee shall be sold after levy thereupon by any officer acting on behalf of any court;

14.1.2 If for any reason whatsoever the Franchised Outlet ceases to exist or is sold/transferred by the Franchisee to-a third party or in the event of the franchisee being a lessee/licensee of the franchised Outlet the lease/license Agreement with the Owner being terminated then this Agreement shall stand terminated forthwith:

14.2 Termination by Franchisor After Opportunity to Cure - Franchisee shall be deemed to be in default and Franchisor may, at its option, terminate this Agreement and all rights granted hereunder, without further notice to Franchisee, effective immediately upon receipt of notice by Franchisee, upon any breach of any of Franchisee's obligations hereunder, including, but not limited to, any of the following events:

14.2.1 If, within fifteen (15) days after notice is given to it by Franchisor requiring remedy, Franchisee tails to pay when due payments requirement under this Agreement Franchisee shall not have remedied or cause to be remedied such breach;

14.2.2 If, within fifteen (15) days after notice is given to it by Franchisor requiring remedy, Franchisee fails to maintain or observe any of the standards or procedures required for operation of the Franchised Outlet by Franchisor ill this Agreement, in the Franchise Operations Manual, the Rules and Regulations or otherwise in writing, and Franchisee shall not have remedied or cause to be remedied such breach;

14.2.3 If, within fifteen (15) days after notice is given to it by Franchisor requiring remedy, Franchisee fails to timely submit any information required under this Agreement Franchisee shall not have remedied or cause to be remedied such breach, or

14.2.4 If, within fifteen (15) days after notice is given to it by Franchisor requiring remedy, Franchisee breaches any other covenant promise, obligation, or undertaking herein contained, if such breach shall be of a remediable nature and Franchisee shall not have remedied or cause to be remedied such breach.

14.3 Termination by Franchisor After Opportunity to furnish evidence - The Franchisor shall be entitled to terminate this Agreement by giving a 30 day written notice to the Franchisee in the event that any of the events listed in 14.3.1 to 14.3.9 occur. The Franchisee shall be entitled to utilize the thirty day period mentioned hereinabove to provide sufficient evidence to the Franchise; with a view to satisfy the Franchisor that the breaches (mentioned in 14.3.1 to 14.3.9 below) complained of have not been caused as a consequence of any default or negligence of the Franchisee. The decision of the Franchisor as to whether the breaches, complained of are a consequence of any default or negligence of the franchisee shall be final.

14.3.1 If, contrary to the terms of Section 13 hereof, Franchisee or any shareholder in Franchisee purports to make any transfer to any third party without Franchisor's prior written consent;

14.3.2 If, contrary to the terms of Section 9 hereof; Franchisee discloses or divulges any confidential information provided to Franchisee by Franchisor:

14.3.3 If Franchisee misuses or makes any unauthorized use of the Proprietary Marks or otherwise materially impairs the goodwill associated therewith or Franchisor's rights therein;

14.3.4 If Franchisee submits false or misleading information required under this Agreement:

14.3.5 If Franchisee fails to comply with the insurance requirements set forth in Section 11 hereof;

14.3.6 If any other agreement between Franchisee and Franchisor, or an Affiliate of the Franchisor is terminated for breach by Franchisee.

14.3.7 If a threat or danger to public health or safety results from the construction, renovation, maintenance. or operation of the Franchised Outlet;

14.3.8 If Franchisee violates the covenants against competition contained in Section 5.17 hereof: or

14.3.9 If the beneficial ownership of any interest (which for purposes hereof shall include, but not be limited to, stock, bonds, debentures, partnership interest. or the like) in Franchisee becomes, directly or indirectly, owned by a company other than Franchisor or without Franchisor's prior written consent.

14.3.10 If for any other than financial performance reason the Franchisee wishes to terminate this Agreement it may do so by giving the Franchisor a period of six months to remedy any grievance or

misunderstanding, and on the payment of all outstanding dues. Alternatively if the Franchisee wishes to terminate the Agreement without offering any time to the Franchisor to remedy any grievance or misunderstanding, it may do so by paying a fee equivalent to the amounts earned by the Franchisor during the preceding six months from the date of the proposed termination.

15. RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION

15.1 Upon the termination or expiration of this Agreement howsoever occasioned all of Franchisee's rights and privileges hereunder shall cease immediately and franchisee shall immediately:

15.1.1 Cease to operate the Franchised Outlet under the System and the Franchised Marks;

15.1.2 Cease to use any of the Franchised Marks or any aspect of the System and cease to use in any manner whatsoever any terms, manuals, slogan signs, marks or symbols containing the Franchised Marks, products made available under the franchise system, food and beverages and anything similar thereto or suggestive thereof used in connection with the Franchised Outlet;

15.1.3 Cease to claim or represent orally or in writing that it is or that the Franchised Outlet is a Franchisee or a franchised Outlet of Franchisor;

15.1.4 Remove or alter all relevant signs used in connection with the Franchised Outlet so as to distinguish it from the Franchisor and Franchisor;

15.1.5 Pay without offset all sums owing to Franchisor and their Affiliates;

15.1.6 Not allow any third party to use or apply the System;

15.1.7 Deliver up to Franchisor all manuals (including, without limitation. the Franchise Operations Manual), the Rules and Regulations, the

standard recipes, system software, and all programs and confidential information in its possession or control and not keep any copies thereof'; and

15.1.8 Do everything necessary to terminate the agreement, if any, executed pursuant to Section 7.7 hereto, and take such action as may be necessary to cancel any assumed name or equivalent registration which contains any Franchised Mark. Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance wit this obligation within seven (7) days after termination of expiration of this Agreement.

15.2 In the event Franchisee continues to operate or subsequently begins to operate any other business following termination or expiration of this Agreement, Franchisee shall not use any reproduction, counterfeit, copy, 01' colorable imitation of the Franchised Marks or any of the Proprietary Marks. either in connection with such other business or the promotion thereof which is likely 10 cause confusion, mistake or deception or which is likely to dilute Franchisor's rights in and to such marks, and shall not utilise any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor or Franchisor constituting unfair competition or use similar product offerings to the Franchisors food and beverage offerings and ambience.

15.3 In the event of termination of this Agreement pursuant to Sections 14.1 & 14.2 hereof, in addition to any other remedies available under this Agreement, Franchisee shall pay to Franchisor, within thirty (30) days following the date of such event, as liquidated damages and not as a penalty, an amount equal to the mathematical produce or the Franchise Services Fee described in Section 6.2 hereof multiplied by the number of months from the date of termination hereof to the next date on which Franchisee could have validly terminated this Agreement pursuant to Section 3 hereof plus any applicable taxes assessed on such payment; provided. Payment of such liquidated damages is in addition to all other rights 01' Franchisor hereunder, including, without limitation, the right to obtain equitable relief and to collect amounts owed which accrued prior to termination of this Agreement. The parties acknowledge that the injury caused to Franchisor by Franchisee's breach is difficult or impossible accurately to

estimate, that they intend to provide for compensation for damages which are not specifically ascertainable and not as a penalty. The parties agree that the stipulated method of computation constitutes a reasonable estimate of Franchisor's probable loss resulting from such breach by Franchisee.

15.4 In the event of termination or expiration of this Agreement for any reason whatsoever, the Franchisee shall immediately cease and refrain from holding the Franchised Outlet to the general public as a Franchised Outlet or former Franchised Outlet. The Franchisee shall within ten days change the forms, manuals, menus, product offerings slogan signs, marks or symbols, advertising and promotional material containing Proprietary Rights anything similar to or suggestive thereof

15.5 In the event that, Franchisee fails to discontinue use of the Franchised Marks or other matter referred to in sub-clause 15.4 above within Ten (10) days and the Proprietary Rights within fifteen (15) days subject to being prevented or delayed by any legal regulation or formality in which case Franchisee agrees that Franchisor or Franchisor shall also be entitled to injunctive or other equitable relief for any violation of the foregoing.

15.6 The termination of this Agreement howsoever occasioned:

15.6.1 Shall he without prejudice to any rights which shall have accrued to either party hereunder prior to or as a result or such termination: and

15.6.2 Shall not release Franchisee from 'its obligations to pay the fees or other sums accrued and due (but not paid) up to the date of such termination, nor entitle Franchisee to repayment of any monies already paid by it under and pursuant to this Agreement

16. RELATIONSHIP OF PARTIES; INDEMNIFICATION; THIRD PARTY RIGHTS

16.1 Nothing in this Agreement shall be construed as making the parties hereto partners or joint ventures or render either party hereto liable for any of the debts or obligations of the other party hereto. Franchisee shall in no way be considered as being an agent or representative of Franchisor or Franchisor in any dealings

which Franchisee may have with any third pan)'. and Franchisee shall not act for or make any representations on behalf of Franchisor or Franchisor in any such dealings and shall have no power to contract on behalf of Franchisor or Franchisor. Whenever Franchisee describes its relationship to Franchisor or Franchisor it shall make it dear that. except as aforesaid. it is not an agent, representative. or other person having authority to make contracts or incur obligations binding on Franchisor.

16.2 Franchisee shall, as against Franchisor, be responsible for all claims, losses, damages, expenses, and/or liability or whatsoever nature to third parties originating in. or in connection with, the operation or the Franchised Outlet, except in the case of negligence, other breach of duty, breach of contract, or willful default on the pan of Franchisor, and for all claims, costs, and demands Ill!' damages to property or for injury, illness or death of persons directly or indirectly resulting there from; and Franchisee agrees to defend and to indemnify fully Franchisor in respect of' any such claims, losses, damages, expenses or liability, including any legal fees and court costs that it may reasonably incur, except as aforesaid.

17. FORCE MAJEURE:

No party shall be liable for any failure to perform any of its obligation under this Agreement if the performance is prevented or delayed by the force majeure Event (defined below) and in such case and its obligation shall be suspended so long as the Force Majeure is continues. Each party shall promptly inform the other of the existence of a Force Majeure event and shall consult together to find a mutually acceptable solution, "FORCE MAJEURE EVENT" means any event due to any caused beyond the reasonable control of any Party, including fire, flood, explosions, acts of' God. Civil commotion, riots, war, acts of Government.

18. AUTHORITY TO ENTER INTO AGREEMENT: -

The Franchisor is fully empowered to enter into this Agreement and this Agreement has been duly executed and delivered by the Franchisor.

19. NOTICES

No notice, demand. request, consent, approval, designation, specification or other formal communication given or made or required to be given or made hereunder shall be effective unless given in writing in the English language and shall be effective only if delivered by registered mail or any other means which will provide independent evidence of the date received to the respective parties at the following address: If to Franchisor as follows:

Surya Ray Elixirs Pvt. Ltd.Plot No.40, Road No.7, Jubilee Hills,Hyderabad - 500033

If to Franchisee:M/s. ***********************************************

unless and until a party notifies the other parties in writing of a change of address pursuant to this Section. Any notice shall be deemed to have been given at the date and time it is received, is refused, or delivery is made impossible by the intended recipient. To be effective, any notice which is sent by mail shall be sent by registered mail, (and airmail if to another country), postage prepaid.

20. GOVERNING LAW AND LANGUAGE

This Agreement shall be interpreted and construed in accordance with the laws applicable in India. The English version of this Agreement shall govern and control in the event of discrepancy between the English and any version in another language

21. DISPUTE RESOLUTION

All disputes and differences arising between the parties hereto in respect of, in connection with or arising from this agreement shall be 'referred to arbitration of a sole arbitrator under the provisions of the Arbitration and Conciliation Act

1996 or any statutory modification or enactment thereof for the time being in force. The said arbitration shall be held in Hyderabad.

22. MISCELLANEOUS

22.1 The failure of either party at any time to enforce any of the terms, provisions or conditions of this Agreement or to exercise any right hereunder shall not constitute a waiver of the same or affect that party's right thereafter.

22.2 If any clause or paragraph of this Agreement is held invalid or otherwise unenforceable by any arbitration award or any judgment or order of a court of competent jurisdiction, such finding shall not invalidate the remainder of the clauses or paragraphs of this Agreement, and such remainder shall remain I force and effect as if the Agreement had been executed with the invalid clauses or paragraphs eliminated, unless in the reasonable opinion of Franchisor or Franchisee the effect of such award, judgment, or order frustrates the purpose of this Agreement. '

22.3 No variation, modification or alteration of any of the terms of this Agreement shall be of any effect unless evidenced in writing signed by or on behalf of each of the parties hereto.

22.4 This Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations, commitments, representations and undertakings of the parties with respect to the subject matter hereof

22.5 The headings of the clauses are inserted for convenience only and in no way affect the construction of this Agreement or limit the scope ·of any of the terms, conditions or provisions of this Agreement.

22.6 The remedies granted herein to the Franchisor are cumulative and are not intended to be exclusive of any other remedies which it may lawfully be entitled to in case of any breach or threatened breach of the terms and provision hereof.

22.7 All rights under this Agreement shall be binding on and inure to the benefit of the benefit of the successors and permitted assigns of Franchisee, Franchisor, and Franchisor.

22.8 Neither party shall be liable for failure to perform its obligations under this Agreement if failure is due to circumstances beyond its reasonable control.

22.9 Franchisee shall comply with all applicable laws and regulations, and shall timely obtain, and shall maintain in full force and effect at all times during the term of this Agreement, at its sole cost and expense, any and all approvals, permits, certificates, and licenses necessary for the full and proper performance of this Agreement.

22.10 Franchisee shall notify both Franchisor in writing within five (5) days of its knowledge of the commencement of any action, suit, or proceeding, and of the Issuance of any order, writ, injunction, aware, or decree of any court, agency, or other governmental instrumentality, which may adversely affect the operation or financial condition of Franchisee.

22.11 Franchisee acknowledges that it has conducted an independent investigation of the business franchised hereunder; and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Franchisee as an independent businessman. Franchisor expressly disclaims the making of, and Franchisee acknowledges that it has not received from Franchisor or Franchisor or their agents and representation, inducement, warranty or guarantee, express or implied, as to the potential volume profits, or success of the business venture contemplated by this Agreement.

22.12 That the parties hereby confirm and declare that this Agreement has been entered into and executed by the parties here to of their own accord and free will. This agreement is binding upon the parties hereto and their respective successors in interest and permitted assigns and will not be modified except by written agreement by both Principal and the Managers / Conductors.

22.13 This agreement is executed in duplicate copies, each of which will be deemed to be the original.

Franchisor

Signature:

For Surya Ray Elixirs Pvt. Ltd.

Franchisee

Signature:

For *************

Witness:

1.

2.