FRANCHISEE AGREEMENT

This Agreement executed at Chennai on this ..th day of December 2010.

Between

M/s.HI-FASHIONS, a Proprietorship firm represented by Mrs.Jayavel having its

Corporate office at Super speciality Professional center, No.723, Gandhimandapam
Road, kotturpuram, Chennai 600 025. (Hereinafter referred to as the Franchisor
which expression shall, wherever the context so requires or admits, mean and include its
successors and assigns) being a party of the FIRST PART.
AND

M/s. a partnership firm represented by its partner Mr

S/o. .. aged about.years residing at ... having its
place of
business at
hereinafter referred to as the Franchisee which expression shall whenever the context
so requires or admits mean and include its successors and assigns being a party of the
SECOND PART.
WHEREAS
A. The Franchisor is engaged in the business of providing services in relation to the
business of Beauty Salons & Spas for Men and Women under the Brand name of
Hi-Fashions @ Hi-Fashions Unisex Salon, and other allied brands.
B. The aforesaid business is operated in accordance with a certain distinctive system,
plan, utilizing and comprising certain proprietary marks, rights, trademark,
confidential information, standards, specification, techniques, identifying
schemes, vendor schemes, training modules and materials, insignia arrangement
method and standard operational procedures and the Franchisor has expended
substantial time effort and money in the development and implementation of the
same.
C. The Franchisor has established substantial reputation and good will in the
aforesaid business and the Franchisee recognizes the benefit to be derived there
from and acknowledges the necessity of confirming to the high standards and
specifications of the said business.
D. The Franchisee has understood the nature and kind of activities involved in
providing services of Beauty and Hair Salon for men and women and evaluated
independently the financial and other infrastructure needs and the profitability of
the business.

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E. The Franchisee desires to obtain the benefits of the knowledge, skills and
experience of the Franchisor and acquire the operational rights of the franchisee to
operate the business system of the Franchisor upon the terms and subject to the
conditions set out below.
F. The parties agree on the terms and conditions which are set herein below and
now this Agreement is witnessed as follows :
1. INTERPRETATION
In this Agreement the following expressions shall have the following
meanings unless the context otherwise requires:
A. BUSINESS means the Franchise business of Beauty & Hair Salon for Men and
Women including the stock, Sales, Delivery or use of products supplied in relation
thereto and/or service standards in connection therewith by using the systems
more particularly Described in the Standard Operating Manual (SOP)
B. EXPIRY DATE means date of expiry of the initial term granted pursuant to
a. Clause 3
C. FRANCHISE means sole and exclusive right and/or operate the Business.
D. STANDARD OPERATING MANUAL (SOP) means the written specification
of the methods, process, techniques, systems and schemes devised and complied
and copyrighted by the Franchisor to be observed and implemented by the
Franchisee in operating the Business and any amendment or variation thereof at
any time hereafter notified in writing by the Franchisor to the Franchisee.
E. PRODUCTS means all products supplied for the purpose of providing
Beauty and Hair Salon for Men and Women services including the products
supplied for stock, sales and distribution as part of the business, be it consumables
or otherwise.
F. PREMISES means the premises approved by the Franchisor in accordance
with terms of this Agreement at which the Franchisee may operate the Business.
G. PROPRIETORY MARK means Hi-Fashions or any other allied mark/s under
which the business of Beauty & Hair Salon for men and women and or products
or services will be undertaken.
H. SYSTEM means the proprietary software system/distinctive business format
and method developed and implemented by the Franchisor in connection with the
operation of the Business utilizing and comprising advertising techniques and
identification schemes, part of which are contained in the Operating Manual.
I. SERVICES means business/activities relating to Beauty & Hair Salon for men
and women Operated and conducted as per the systems in the Operating Manual
of the Franchisor.

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J. TERRITORY means the Territory more particularly described in Schedule 2 in
which the Franchisee may operate the Business.
2. APPOINTEMENT AND GRANT OF LICENCE
The Franchisor hereby agrees to grant license to the Franchisee and the Franchisee
hereby accepts the sole and exclusive right and license to operate the business in
the
territory under the Proprietary Marks in accordance with the system.
The Franchisee shall place upon all letter headings, bills, invoices and all other
documents and literature used in connection with the Business in such manner and
place as the Franchisor may direct the following words Hi-Fashions
Franchisee
owned and operated under the License by . of the Franchisee
OR such other words to similar effect as may from time to time be specified by
the franchisor.
3. COMMENCEMENT AND TERMS
This agreement shall commence on the execution hereof and shall continue in force
hereafter unless and until determined in accordance with its terms for and initial
term of 5 years subject to the Franchisees right of renewal.
The Franchisee shall, simultaneously on execution of the agreement, pay a nonrefundable startup fee of Rs.3,00,000 (Rupees Three Lakhs only) net of service Tax
and TDS applicable as per the Income Tax Act to the Franchisor.
4. RENEWAL
4.1

Subject to the provisions of clause 4.2 below, upon the expiry of the initial period
5 years, the Franchisee may at its option renew the franchise herein granted for a
further period of 5 years by giving months prior written notice prior to expiry
date to the Franchisor. In all cases, the Franchisor shall reserve the final right to
accept or reject without giving any reasons whatsoever under this agreement or
under any other agreement with the Franchisee, in case it is found that there are
lapses on the part of the franchisee in conducting the business in addition to the
clause 4.2 below, degrading the brand of Hi-Fashions and/or forming
association for franchisee against the interest of the Franchisor. The Franchisors
decision shall be final in this matter.

4.2

Notwithstanding the giving of due notice pursuant to clause 4.1 above the
renewal shall only be effective provided that:

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4.2.1

The franchisee has through the initial term properly observed and
performed all its obligation under this Agreement and is not at the Expiry
date in default under any such obligations,

4.2.2

And no later than twenty eight days prior to the Expiry Date the Franchise
was expected to finalize / conclude a new franchise agreement in the form
then in force.

4.2.3

Franchisee may request in writing to perform at its own expenses such

maintenance, renovation, repairs and refurbishment of the premises and the
equipment , fixtures and fittings used in the business as the Franchisor may
require within the time prescribed by the Franchisor, and

4.2.4

Prior to the Expiry date, the franchisee has executed a deed of release in
such form as the Franchisor may require relinquishing any and all claims
of whatsoever nature against the Franchisor or any shareholder, director,
agent or employee of the franchisor, or any other franchisee of the
Franchisor, and

4.2.5

Prior to the expiry date, the franchisee and any person employed or
concerned with the Franchisee specified by the franchisor shall have
completed such retraining or refresher training at such time and at such
place as the Franchisor may request.

5. TERRITORY
The Franchisee is granted exclusive franchise ( The right and license) to
Operate the business which shall extend only to the territory at
.. Subject to the following conditions:
(I)

The Franchisee empowers to the Franchisor and follows instructions

contained in the SOP and issued from time to time,

(II)

The franchisee is able to generate a minimum level of gross realization as

agreed mutually,

(III)

The franchisee is able to perform a minimum level of services as

communicated from time to time.

(IV)

The Franchisee has not acted prejudicial to the interest of the franchisor

The Franchisee agrees that it will not make any use nor will it permit or authorize any
use directly or indirectly of the system or the proprietary Marks nor sell the
products/make available the services outside the Territory nor will it knowingly offer
or provide any information or assistance concerning the system or the proprietary
marks or sell the products/make available the services to any person, firm or
undertaking who intends or may use or resell them outside the Territory.

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The Franchisee will not allow its premises used for the business under this
agreement to be used for any other trade or Services other than those specified by
Franchisor
6.

INITIAL OBLIGATION OF FRANCHISOR

In connection with the commencement of the business by the franchisee the
Franchisor Agrees and undertakes the following;

6.1 To provide the franchisee with consultation and advice concerning site selection
Criteria, and the location, suitability and acquisition of the premises
6.2

To provide the Franchisee with standard, construction and conversation plans

and specifications for internal layout, signs, fixtures and fittings and
consultation and advice relating to the construction, conversion and
refurbishment of the premises and to review the Franchisees construction and
conversion plans to ensure compliance with the standards of the system

6.3

To provide the owned or leased premises for the intended operations, to be

conducted by the Franchisor in its own name, and the same shall remain under
the sole control of the Franchisor till the end of the contract,

6.4

To provide such general supervision of the construction or conversion works, as

the franchisor shall consider appropriate.

6.5

To provide to all employees and personnel of the franchisee training in the

standards, procedures, techniques and methods comprising the system during a
period as deemed by the Franchisor and at such times and at such place as shall
be specified by the Franchisor.

6.6

To deliver to the franchisee at the commencement of the initial training period

one copy of the Operating Manual and any other training materials deemed
appropriately by the franchisor.

6.7

To undertake such marketing and advertising activities prior to the

commencement of the business by the franchisee as the franchisor shall consider
necessary to promote the opening of the premises.

6.8

To provide such assistance as the franchisor shall deem appropriate in

connecting with the opening of the premises including on site supervision
thereof and consultation and advice concerning pre opening and launch
activities.

6.9

To supply/ arrange for supply the Franchisee in due time for the commencement
of the business with the equipment/consumables and other materials specified in
the Operating Manual at the prices and charges therein set out.

7. CONTINUING OBLIGATIONS TO FRANCHISOR

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The Franchisor agrees at all times during the continuance of this agreement:
7.1 To permit the franchisee to operate and promote the business under the trade
name Hi-Fashions Beauty salon in accordance with the terms of this agreement.
7.2 To provide the franchisee with advice, knowledge and guidance relating to
management finance, promotion and methods of reasonable facilities
Consultation with the Franchisee in connection with any problems relation to
System from time to time arising with a view to assisting and enabling
Franchisee to operate and maintain system.

the
for
the
the

7.3 To provide the franchisee at the franchisees expense with standard forms of
documents for use by the franchisee in dealings with its customers.
7.4 To make available to the franchisee a staff engagement service for the provision
and selection of trained and qualified staff for engagement in the business.
7.5 To improve and develop the system and to make available to the Franchisee and
its employees at cost, such further training as may from time to time appear necessary
in the light of such improvements or developments, the Franchisee bearing the cost of
any travel and subsistence involved in such further training and the salaries of any
employees.
7.6 To provide to the Franchisee the details of the products, services and equipment
described in the Operating manual on the terms from time to time herein specified and
to assist the franchisee procuring such additional supplies of products, services and
equipment as may be required by the franchisee to commence and operate the
business and to use reasonable endeavors to negotiate and obtain from such suppliers
favorable discount rates for furnishing such supp lies to the franchisee.
7.7 To Suggest to the franchisee the suppliers of equipments, consumables and other
materials for the purpose of rendering service of Beauty and Hair salon for Men and
Women or for undertaking the business.
7.8 In addition to the initial training pursuant to clause 6.5 above to provide at cost a
course of training to any person here under required to undergo such training who
becomes employed by the franchisee. The total number of days of training will not be
less than 14 days per year. The Franchisee shall bear the cost of any travel and
subsistence involved in connection with such training.
7.9 To organize and convene by written notice to each of the franchisees and annual
conference , the agenda for which, shall include discussions of any improvements to
the systems and the franchisors proposals for promotional activities and the general
operation system, the Franchisee bearing the cost of any travel and subsistence
expenses incurred in attending such meetings.
8. OBLIGATIONS OF FRANCHISEE:
The franchisee agrees as follows:

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8.1 Upon the execution of this agreement and prior to the commencement of the
Business permit the Franchisor to register, if so required by applicable laws the
particulars of this agreement at the trade marks registry in respect of each of the
trade marks of the franchisor set out in schedule I and to execute such other
agreements during the continuance hereof in relation to such trade marks as the
franchisor may require.
8.2 To alter, furnish, equip and fit out in accordance with the requirements of the
franchisor.
8.3 To ensure that adequate financial resources are available to the franchise by way
of working capital and otherwise to ensure that the franchise is able to fulfill all
the obligations herein contained.
8.4 To operate the business strictly in accordance with the provisions of the operating
manual and to conform in all respects and at all times with the system as modified
from time to tome and not at any time to use and additional trade name or symbol
not do or permit to be done anything which is additional to or not in accordance
with the system without the prior consent in writing of the franchisor.
8.5 To ensure that the business conform with other business operated in accordance
with the system with regard to quality, service and cleanliness, the franchisee
acknowledge that such conformity is of utmost importance to the successful
operation of the business and the protection of the goodwill attaching to the
proprietary marks.
8.6 To comply with all advice and instructions given by the franchisor with regard to
the operation of the system
8.7 Forthwith on commencement of the business to engage all staff and other persons
required for the successful operation of the business and to ensure that all such
staff and replacements for such staff who are required under the terms of this
agreement to undergo training in the system, are trained in the system and any
improvements there to and if and when required by the franchisor to procure their
attendance at such time and place as may be specified by the franchisor for such
purpose, the franchisee bearing the cost of any travel and subsistence incurred in
connection there with and the salaries of such persons.
8.8 To procure that the persons responsible for managing the business shall attend
such further periods of training as may from time to time be required by the
franchisor and bear any travel and subsistence expense incurred in connection
therewith and the salaries of such persons.
8.9 To use only such letter headings, invoice, signs, display materials, promotional
literature, equipment and other items in connection with the business as shall be
approved in writing by the franchisor and immediately to desist from the use of
display of any signs materials or objects as the franchisor directs.

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8.10

Cleanliness and promptly to ensure

that any requirements of the franchisor in this
regard are fulfilled.

8.11

Diligently to carry on the business on moral and ethical grounds, and to use best
Endeavours to promote and increase the business and cooperate with franchisor
and other franchises of the franchisor in this regard.
8.12

To source or procure the requirements

of equipments, supplies, consumables etc. from such suppliers as are
recommended by the franchisor unless the franchisee is able to procure or secure
the supplies from an alternate supplier of the same quality at a cheaper rate
without in any way affect the quality of service rendered under this business.

8.13

To maintain sufficient stocks and

employ sufficient staff to meet demand from
the customers of the business
and to permit the efficient operation of the business.

8.14
goods and services sold or provided to the
business.

Promptly to pay all suppliers of

franchisee for the purpose of the

8.15

To promote and preserve the

goodwill and reputation associated with the proprietary marks by promptly
replacing or refunding the cost of
any goods or services supplied by the
franchisee which do not conform to the high standards required by the system.

8.16

To ensure that all personnel

employed in the business shall at all times present a neat and clean appearance
and render competent and sober and courteous service to customers and comply
with any and all directions of the franchisor in this respect relating to dress,
appearance and

8.17

To consult and agree with the

franchisor as to the scale and level of the maximum prices and charges for the
services rendered and products sold in the course of its business.

8.18 To permit the franchisor and its representative without any further
authority to enter upon the premises at all times
8.19 To ensure the compliance of all laws of the country including the laws relating to
employment with respect to their employees and pay their salaries, wages, bonus
and statutory or other dues from time to time.
8.20

To ensure that all the Statutory levies

and taxes collected are paid to the relevant
authorities without delay. In case of delays and resultant penalties pay the same
promptly.

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8.21

To ensure all moneys due to the

franchisor have been paid.

8.22

The Franchisee shall: make it clear in

all the dealings that it is a Franchisee of the
Franchisor and not an agent of the Franchisor or any of its representatives.

8.23

The Franchisee shall, prior to

appointing any sub-franchisee or agent to undertake the running of the business of
the franchisee, obtain the written approval of the Franchisor as to: (i) the subfranchisee/agent; and (ii) the terms of appointment, which terms of appointment
shall include provisions for the benefit of Franchisor that are no less burdensome
on such sub-franchisee or agent than those assumed by the Franchisee hereunder,
and require that the obligations owed to Franchisor by the Franchisee hereunder
shall be binding in like measure on such sub-franchisee or agent.

8.24

The Franchisee shall, except to the

extent same can be shown to have been caused by the Franchisor or its
representatives, defend, indemnify, and save harmless Franchisor and its
representatives from and against any and all claims, liabilities, losses, damages or
expenses (including but not limited to reasonable attorneys fees and other costs
of defending any action) that Franchisor or its representatives may sustain or incur
as a result of any claim of negligence, breach of implied warranty, strict liability
in tort, or other theory of law, (including without limitation any claim, liability,
loss, damage or expense resulting directly or indirectly) based upon acts or
omissions of the Franchisee or its employees or the sub-franchisee or its agents.
The Franchisee shall execute any documents reasonably required by the
Franchisor to carry the foregoing into effect. The requirements of this section 8.24
shall survive termination of this Agreement.

8.25

Complaint Handling The

franchisee shall maintain records of the reported problems or complaints relating
to the performance of the franchisee, and the treatment given by the franchisee to
its customers, at all times during the term of this agreement.

9. TRAINING
9.1

The franchisor shall provide training for:

9.1.1 The individuals in accordance with the details as set out in the standard
operating procedure.
9.1.2 The Franchisees Employees.
10. COLLECTION AND PAYMENT ARRANGEMENTS
10.1 The Franchisee shall arrange to open an account with the bank specified by the
Franchisor for the purpose of depositing the daily proceeds of the sales realization.

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10.2 On a Ten Days Period ( TDP) basis, the Franchisee shall prepare a summary of
sales proceeds for the last TDP and effect payment of Royalty fee to the franchisor
through a cheque from the above specified bank account. The Royalty fee shall be
recovered @ 5% for the first 90 Days from the date of commencement of business
and 10% from 91 days to 180 days and thereafter 15% on Nett receipts of sales
proceeds from beauty treatment and 1% on Product sales billed amount
plus
applicable taxes on TDP basis against monthly invoice to be raised by Franchisor.
There would be no payment for any cost of services to be paid by the franchisor to the
franchisee. It has been agreed that the franchisee fee is towards royalty for use of
proprietary marks and system as defined in Clause 1 G and 1 H herein above.
10.3 In the event of any default by the franchisee such as cheque bouncing, the
Franchisor has the absolute right of recourse for recovery of proceeds and for taking
appropriate action under Law, notwithstanding the fact the Franchise agreement may
terminated by the Franchisor.
10.4
The franchisee shall submit six (6) post dated cheques towards the Royalty
payable. Franchisor shall inform the franchisee at the end of every TDP the amount of
royalty payable and deposit one cheque. Once three cheques are exhausted during a
period of 30 days, the Franchisee shall arrange to submit further three (3) cheques so that
at any given point of time the cheques cover a six (6) TDPs.
11. ACCOUNTING RECORDS
11.1

The franchisee shall:

11.1.1 Maintain records of gross monthly receipts and submit to the franchisor a
statement as per commercial operating procedure prescribed in the Manual at all
times during the term of this agreement and 5 years thereafter
11.1.2 Maintain all records needed to verify the gross turnover for not less than (5) years.
11.1.3 Allow representatives of the Franchisor at all times to enter the premises and
investigate the franchisees records and take copies of the Franchisees accounts
and records .
11.1.4 Supply to the Franchisor copies of all tax returns and any other financial and
fiscal information which the franchisor may reasonably request.
11.1.5 To enable the franchisor and / or its nominees undertake stock taking from time
to time.
11.1.6 To enable the franchisor and / or its nominees to accept accounting and stock
control systems from time to time and / or to undertake surprise visits.
12.

ADVERTISING

11.2

In case the franchise wishes to advertise locally the same be approved by the
franchisor in advance.

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13.

INSURANCE

13.1 The franchisee may obtain cover which includes:

-

liability for employees and third parties (including customers/ Clients);

damage to property ( For example, premises and equipment);

14. TELEPHONES
14.1 The franchisee at its own cost, shall obtain sufficient number of telephones and
advertise numbers through all available means and pay telephone charges and other
expenses.
15. PREMISES
15.1 The franchisee shall:
15.1.1 Keep the premises clean and fixtures and fittings in working order.
15.1.2 Use only approved insignia, etc. at the premises.
15.1.3 Maintain general hygiene.
15.1.4 Keep the premises open during specified hours
15.1.5 Not alter or convert the premises without the franchisors consent.
15.1.6 Display a sign at the premises stating that the Business is a Franchise owned and
operated and by the franchisee.
15.1.7 Alter, modify or allow the franchisor to alter and modify the business.
16. TRADE MARKS
16.1 The Franchisor warrants that the franchisor is entitled to license the trade marks to
the franchisee and the use of same by the Franchisee shall not infringe any third party
rights.
16.2 The franchisee shall give assistance, if any, required to the franchisor to register
the trade marks in the name of the Franchisor. The franchisee shall not apply and or
obtain registration as proprietor.
16.3 The trade marks acquired by the franchisor after the date of the agreement may be
used by franchisee as if so included in the list of trade marks set out in the schedule I
by exchange of letter signed by both the parties here under.
16.4 The Franchisee acknowledges that goodwill and the rights in the trade marks vest
in the franchisor and should the Franchisee acquire any rights, goodwill as a result

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of use of said trade marks either in accordance with this agreement, or otherwise
howsoever, the Franchisee shall assign such rights to the franchisor who are the
proprietors/owners of the trade marks without any payment but at the cost of the
Franchisor upon the expiration or termination of this agreement.
16.5 At the option of the Franchisor and if required, the franchisor may grant to the
franchisee, a license to such trade marks as may be agreed upon in which a separate
license user agreement shall be entered into between the parties. In such a event,
the parties shall make the requisite applications to the Registrar of trade marks to
have the Franchisee registered user of the trade marks.
16.6 The franchisee shall notify the franchisor of any possible infringement of the trade
marks of which the franchisee becomes aware.
16.7 If during the course of the business the Franchisee develops or make improvements
in the process or operation, the Franchisor shall be entitled to register and exploit
the same without any cost to the franchise.

17. CONFIDENTIALITY
17.1 The Franchisee undertakes to treat all the information arising out of or in the course
of this agreement and also informations contained in the franchise system, operating
manuals or activity relating to the Business or any variation or amendment thereof
notified b the franchisor from time to time (here in after referred to as confidential
information) and shall not disclose to any person. The franchisee shall use its best
endeavour to ensure that its employees who are authorized to have access to the
confidential information shall keep it confidential.
17.2 The franchisee further undertakes that the franchisee shall take all reasonable
precautions to protect the confidential information and neither the franchisee nor his
employees who have access to the confidential information, shall reproduce, copy ,
translate, sell, distribute in whole or in part or summation of the confidential
information.
17.3 The franchisee further undertakes that the franchisee shall not use the confidential
information for any purpose other than the purpose for which this agreement has been
entered into and take all reasonable precaution/efforts to put stop to misuse of the
information.
18. SALE OF BUSINESS

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18.1 The Franchisee shall have no right to transfer the franchise under any
circumstances.
18.2 In the event of the Franchisee wanting to terminate or quit the franchise
arrangement, then the Franchisor shall agree to do so, and shall settle the existing
franchisee based on the working model as given in Schedule / Annexure __1___
18.4 The franchise shall ensure that all moneys due to the franchisor have been paid.
19. NON COMPETITION
Neither the franchisee nor the individuals, relatives, associates (either a sole proprietor /
Partner / Associate) shall during the term of the franchisee or after termination of the
franchisee agreement:
19.1 Carry on any other competing business similar or remotely similar to the existing
business of the Franchisor
19.2 Employ employees from the franchisor or other franchises
19.3 Use or disclose confidential information for any purpose other that a purpose set out
in this agreement.
19.4 No franchisee shall after terminating their arrangement shall take up any competing
business similar to or remotely similar to this business for a period of atleast 2years
from the date of termination of this agreement.

20. TERMINATION
The franchisor may terminate the agreement if the franchisee.
2.1 If there is change in the status / constitution / ownership / conversion into
partnership firm or any other firm of change in the Business whether sole proprietor /
partner / company.
20.2 has an administrator or receiver of its undertaking appointed.
20.3 Commits an incurable breach of a material provision of the Agreement (see below)
20.4 Fails to remedy a breach complained of within a specified time.
20.5 Repeatedly breaches provisions of the Agreement.
20.6 Abandons the Business
20.7 Is convicted of a [serious] criminal offence.
20.8 Persistent complaints to the Franchisor about the quality of service provided by the
Franchisee;

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20.9 Supplying misleading or false information in support of the franchise application;
20.10 The franchisees business having a detrimental effect on the goodwill of the
business Due to death, ill-health or any other similar situations relating to physical /
mental inability to continue the business.
20.11 Failure to commence the business within a specified period;
20.12

Failure to make payments due under the agreement;

20.13

Failure to operate the business in accordance with the agreement in the manual
[or the franchisors reasonable instruction];

20.14

The transfer of any rights, licences, etc. other than in accordance with the terms
of the agreement:

20.15

Delay in submitting accounts and records;

20.16

Disclosure of confidential information;

20.17

Failure to obtain franchisors approval where this is prescribed by the agreement.

20.18

Failure to abide by the non-compete agreement as under clause 19.4

20.19

If the Franchisee fails to pay any outstanding invoice on time, and fails to make
payment in full of all outstanding amounts due, within five business days of receipt
from Franchisor of written notice of such failure to pay.

20.20

If at any given point of time during the term of this Agreement, if the Franchisee
challenges the validity or enforceability of any Intellectual Property of Franchisor.

20.21

Either party shall be entitled to terminate this agreement forthwith and with
immediate effect by serving written notice on the other if the other commits any
breach of provisions of this agreement.

20.22

In case breach being capable of rectification a reasonable period of 30 days to

remedy the breach should be given before termination hereunder shall be effected.

20.23

If any jurisdiction to which Franchisee or Franchisor is subject imposes any new

statue, regulation or order that materially or adversely changes the rights or
obligations of either party under this Agreement, the adversely affected party will
have the right to terminate this agreement, and the termination will be deemed to
take place as of the day prior to the date upon which such governmental act became
effective.
20.24 Either party may terminate the agreement at any time by giving not less than 60
days prior written notice to the other party.
20.25

The Franchisor shall be entitled during any period of notice pursuant to the
above, to appoint the Franchisees successor(s) (if any) so that the latter is able to

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do business in the Territory at any time after the date of notice of termination of this
agreement is served.
21. CONDITIONS FOLLOWING TERMINATION:
On termination the Franchisee and Individual shall
21.1 cease to trade under the Trade Name
21.2 not hold themselves out as the operators of the Franchise Business
21.3 not make or receive telephone calls in connection with the Business.
21.4 pass enquiries, details of potential customers to the Franchisor.
21.5 not divulge or use any Confidential Information.
21.6 give all customer lists and full details of contracts with customers to the Franchisor.
21.7 pay all moneys owing.
21.8 return the Manual (without copying it)
21.9 pay all debts owing to creditors of the Franchisees Business.
21.10 return all stationery.

21.11 join the Franchisor in canceling any registered license agreement of the Trade
Mark.
21.12 The Franchisee shall not engage in any business which competes with the Business
in the Territory for period of [two] years after termination.
21.13 The Franchisee shall not compete with the Business within the Territory of any
other Franchisee for period of [two] years.
21.14 The Franchisee shall not for period of [twelve] months solicit any employees of the
Franchisor or any individuals employed in the Franchisees Business in the last six
months prior to termination.
21.15 In the interest of continuity and protection of Business goodwill the Franchisor
shall be entitled to enter on the Premises to operate the Franchisees Business after
termination or expiry upon efflux of time following written notice being given to
the Franchisee. The benefit of the Franchisees Business is to vest in the Franchisor.
The Franchisor shall however pay to the Franchise such sums of money as may be
reasonable to compensate for the Franchises capital invested in the business.

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21.16 The Franchisee shall, in the event of Franchisor entering into the Franchisee
Business under clause 21.4, take steps to transfer the ownership of the Premises and
the assets to the Franchisor together with any Lease or other agreements relating to
the Franchisees Business. [Bank accounts of the Franchisee, the right to receive
the debts of the Franchisee and all liabilities of the Franchisee should be excluded
from the transfer.
21.17 Save and except as provided in this Agreement the Franchisee shall have no right
and the Franchisor have no obligations to pay any compensation including damage
or cost to the Franchisee on account of termination of the Agreement. The
Franchisee shall meet all his obligations incurred or borne under the Agreement for
undertaking the Franchisee operation including settling of dues, compensation etc.
to the employees employed by the Franchisee.
21.18 The Franchisee shall have no claim against the Franchisor for compensation for the
loss of franchisee right, loss of goodwill or any similar loss or damage
notwithstanding any statutory or enacted provision or rule of law contrary, and
without prejudice to the generality of the foregoing the Franchisee shall have no
claim for compensation or damage or any loss or other expense against the
Franchisor providing termination by the Franchisor is in accordance with the terms
of this agreement.
21.19 The Franchisee shall in respect of any period between the service of a notice of
termination and actual termination of this agreement carry out its duties under this
agreement in full including the obligations to promote the business. In the event the
Franchisee is, in the reasonable opinion of the Franchisor, failing its obligations, the
Franchisor shall be entitled to terminate the agreement forthwith without
compensation or damages being due to the Franchisee.
22. INDEMNITY
The Franchisee shall indemnify the Franchisor against any loss, cost, or expense
incurred by the Franchisor arising from any act, neglect or default of the Franchisee,
its agents, employees, licensees or customers.
23

LIABILITY
The Franchisor shall not be liable for any damage or claim arising in contract or
any Claim against the customer by the third party unless such damage or claim
has arisen out of use of the product directly supplied by the Franchisor and as per
the Manual (SOP) provided
In case the dispute involves Intellectual Property the Franchisee shall notify the
Franchisor and the Franchisee shall not settle any dispute with any third party by
admitting infringement of any third party intellectual property right by any product
or disclaiming any intellectual property right of the Franchisor, without the express
written consent of the Franchisor.

24

IMPROVEMENTS

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The Franchisor shall from time to time introduce improvements or modifications
into the Business when requested by the Franchisee. The Franchisee shall also
pass on to the Franchisor any improvements or modifications beneficial to the
Business which the Franchisee develops/improves during the course of
Franchising operation.
25

MANUAL
The Franchisor shall keep the Franchisee informed of all changes to the Manual
and shall keep an up to date copy of the Manual at its registered office.
Copyright in the manual and other document developed and shared by the
Franchisor with the Franchisee shall vest in the Franchisor.

26

AGENCY
Nothing in this Agreement shall be construed as making the parties partners or joint
ventures or render or any party liable for any of the debts of obligations of any other
party. The Franchisee is not, shall not hold itself out as, the agent of the Franchisor
and under no circumstances shall the Franchisee have authority to bind the
Franchisor nor hold itself out to any third party as having such authority.

27

FORCE MAJEURE
None of the parties to this Agreement shall be responsible to any other party for
any delay in performance or non-performance due to Force Majeure, but the
affected party shall promptly upon the occurrence of any such cases inform the
other parties in writing, stating that such cause has delayed or prevented its
performance hereunder and thereafter such party shall take all action within its
power to comply with the terms of this Agreement as fully and promptly as
possible.

28

WAIVER AND REMEDIES CUMULATIVE

28.1 The rights of each party under this agreement:(a) may be exercised as often as necessary;
(b) are cumulative and not exhaustive of its right under common
law; and
(c) may be waived only in writing and specifically.
28.2 Any delay in the exercise or the non-exercise of, any right is not a waiver of
that right. Any delay of rescission available to either party shall be in addition to
and without prejudice to all other rights and remedies available to it.
The failure of any part at any time to enforce any of the provisions of the Agreement or to
exercise any right under this Agreement shall in no way affect that partys rights after any
failure or constitute a waiver of that right.

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29

INTERPRETATION
The heading of the clauses are inserted for convenience only and not affect the
construction of this Agreement.

30 CONTINUING PROVISIONS
The terminations of this Agreement (for whatever reason) shall not terminate any
provision which is expressly or by implication provided to come into or continue in
force after such termination and shall be without prejudice to the accrued rights and
liabilities and other remedies of the parties of this Agreement.
31

SEVERABILITY
If any clause or paragraph of this Agreement is held invalid or is otherwise
unenforceable, the remainder of the Agreement shall not also be invalidated unless
in the reasonable opinion of the Franchisor the purpose of this Agreement is
frustrated as a result.

32

MODIFICATION
No modification, alteration or waiver of any of the provisions of this Agreement
shall be effective unless evidenced in writing and signed by or on behalf of each of
the parties.

33

INTEREST
Any sums payable by the Franchisee and not paid by the due date for payment shall
bear interest on demand at 2% above bank base rate from the date payment because
due until payment (as well after as before judgement). The Franchisee shall pay all
the Franchisors costs, charges and expenses directly or indirectly incurred in
obtaining or otherwise enforcing payment of the same.

34

NOTICES
Any notice to be given under, or in connection with the matters contemplated by,
this Agreement shall be in writing and signed or on behalf of the party giving it and
shall be served by delivering it personally or sending it by (i) registered post (ii)
reputable courier service to the address and for the attention of the relevant party
set out below (or as otherwise notified by that party hereunder). Any such notice
shall be deemed to have received:-

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(a) if delivered personally, at the time of delivery
(b) in case of registered post, five days from the date of posting
(c) in case of courier service, three days after couriering the notice.
Provided that if the deemed receipt occurs before 9am on a business day the notice
shall be deemed to have received at 9am on that day and if deemed receipt occurs after
5pm on a business day, or on a day which is not a business day, the notice shall be
deemed to have been received at 9am on the next business day. For the purpose of this
Section 34, business day means any day which is not a Saturday, a Sunday or a Public
holiday in the place at or to which the notice is Left or sent.
The address of the parties for the purpose of this Section 34 are:Franchisor
Mrs.Jayavel
Hi-Fashions
Super specialty Professional center,
No.723, Gandhimandapam Road
Kotturpuram,
Chennai 600 025.
Franchisee
Any notice or consent required to be given to any party in connection with this
Agreement shall be in writing and shall be sent by [post or} recorded delivery to the
address of the party set out in this Agreement or to such changed address as shall
for that purpose be notified to the other party and every such notice or consent shall
be deemed to have been given at the time when in the course of ordinary
transmission it should have been delivered at the address to which it was sent.
35

JURISDICTION
The Agreement is subject to the jurisdiction of the High Court of Chennai only and
or be construed in accordance with the laws prevalent on the date of the breach of
the Agreement.

36 . ENTIRE AGREEMENT

This agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior agreement, arrangement or
understanding whether oral or in writing.
In witness whereof the parties hereto have to set their hands on the day and month and
year above written.
For HI-FASHIONS

For

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Mrs. Jayavel

Mr..

Proprietrix

Partner