Address : H 61, Sec 63, Noida, U.P. 201301 Fairway Supermarket FOFO MODEL Franchise Agreement WHITEVILLE RETAILS PVT LTD
First Party Second Party Whiteville Retails Pvt Ltd Franchise Name: Authorized Signature Authorized Signature Date:
Address : H 61, Sec 63, Noida, U.P. 201301
Franchisee Agreement This agreement is made on the Date . Between Whiteville Retails Pvt Ltd, a company incorporated under the companies act, 2013 having its Corporate office at , H 61, Sec 63, Noida, U.P.201301 (herein after called “the company”) of the one part. And Franchise Name (here in after referred to as the “franchise”), having its registered office at Pin code Phone No Mob No Email id (hereinafter referred to as the “franchisee”) of the other part.
Address : H 61, Sec 63, Noida, U.P. 201301
This agreement is made on this day of between the Whiteville Retails Pvt Ltd. a Companyregistered under the Indian Companies Act, 2013 and having its Corporate office at H 61, Sec 63, Noida, U.P.201301 (India) (hereinafter referred to as ‘Franchisor’ which expression shall unless repugnant to the context mean and include its successors, affiliates, subsidiaries and assigns) of the one Part AND M/s. Name a Company OR Individual Person and having its registered office rAddressepresented by its director/ authorized represented, Mr. (Here in after referred to as “Franchisee” which expression shall unless repugnantto the context mean and include its successors, affiliates, subsidiary and permitted assigns) of the Other Part Franchisor and Franchisee are here in after collectively referred to as “Parties” and individually as “Party”.
Address : H 61, Sec 63, Noida, U.P. 201301
B. The Franchisor operates its Business in the Name “Whiteville Retails Pvt Ltd. ” with Business Name “Fairway Supermarket” through its branches in all places pan India. Through its branches in all places pan India. The products manufactured and sold by the Franchisor are Clothing, Electronics, Bakery & Diary, Beverages, Ice Cream Items such other FMCG products.
C. The Franchisee will arrange premise in a prime location at with an area of sq. ft. for the showroom.
D. The Franchisee has represented to the that it has the necessary expertise, infrastructure , Shop , and such other facilities to carry out the Business as a franchisee of the Franchisor and have further represented that it is legally entitled to carry out the above business as per his/ its registration documents with prescribed authorities.
A.WHEREAS:TheFranchisor is a Company registered with MCA under Companies act 2013 and engaged in the marketing of all products in India.
E. Relying upon the representation of Franchisee, the Franchisor here by agrees togrant franchise of the Business to the Franchisee on terms and conditions contained herein.
Lock in Period 5 Years, Neither any Franchisee account can not be closed before 60 months nor can be intimated for closing the Franchisee account from the opening date of the franchise account.
Address : H 61, Sec 63, Noida, U.P. 201301
‘Business’ shall mean marketing, display and selling of the products.
1.Definitions For the purpose of this agreement, unless otherwise specified in the context, the following terms shall be deemed to have the following meaning:
‘Business Name and Logo’ shall mean the name The Whiteville Retails Pvt Ltd and the logo ‘Fairway Supermarket’ .
Now therefore it is hereby mutually agreed by and between the parties hereto as follows:
‘Agreement’ shall mean this Franchise Agreement executed between the Parties and any amendment to this Franchise Agreement duly signed between the parties. This will be binding to the legal heirs of proprietor of franchisee and legal heirs of the person authorized to execute this agreement on behalf of the franchisor.
“Nominee” Nominee Name A person who receives the benefits in case of the death of the franchise proprietor. Franchise can nominate one or more person as his/her nominee.
“Actual Properties” shall mean and include Products and Interior, furniture, fixtures and fittings and other property rights of the Franchisee in the Business.
Address : H 61, Sec 63, Noida, U.P. 201301
‘Intellectual Properties’ shall mean and include trade mark, brand name, copy right, patents and other intellectual property rights of the Franchisor in the Business Name Fairway Supermarket.
Notice Period 2 Months, Franchise has to serve 2 months’ notice period, before closing the franchise account. A franchise can only give notice of 2 month after the completion of its lock in period.
‘Showroom’ shall mean such place from where the Franchisee would carry on the Business.
‘Territory’ shall mean (City where showroom is to be opened.
E. Time shall be the essence in the performance of the Parties’ respective obligations under this Agreement;
A. The words importing singular shall include plural and vice versa;
B. The headings are for convenience or reference only and shall not be used in and shall not affect the construction or interpretation of this Agreement;
H. Any references to Clauses, Articles, Annexure and Schedules are references to Clauses, Articles, Annexure and Schedules, respectively, of this Agreement.
Address : H 61, Sec 63, Noida, U.P. 201301
1. Interpretation In this Agreement, unless the context otherwise requires:
F. Annexure and Schedules to this Agreement shall be deemed to form integral part and shall be read, as if they are specifically incorporated herein;
G. Any reference to this Agreement or to any other agreement or statute or deed or other instrument shall be construed as a reference to such agreement, statute, deed or other instrument as the same may from time to time be amended, varied, supplemented, re enacted or notated, as the case may be;
C. The words “include” and “including” are to be construed without limitation;
D. the expressions “hereof”, “herein” and “hereunder” and similar expressions shall be construed as references to this Agreement as a whole and not be limited to the particular clause or provision in which the relevant expression appears;
3. Products
2. Franchisor’s Intellectual Property
3. It shall pass on any/all information to the Franchisor, which may prejudicially affect the Business or the Business Name (Fairway Supermarket).
3.2 All products and equipment in the store will be the property of the franchisee.
3.1 The Range of products will be kept in the outlet by the franchisee.
1. The Franchisee further agrees and undertakes that it shall not apply or use the Business name (Fairway Supermarket) of the Franchisor in relation to any other products or business of the Franchisee.
Address : H 61, Sec 63, Noida, U.P. 201301
2. It is agreed and understood between the Parties that the Intellectual Property (Fairway Supermarket) of the Franchisor shall always remain the exclusive property of the Franchisor and theFranchisee shall not be entitled to use or copy the same in any manner other than in connection with the transaction contemplated under this Agreement.
4. The Franchisee shall not apply for the registration of the Business Name (Fairway Supermarket) as its Intellectual Property. The Franchisee undertakes to give all assistance that the Franchisor may require in connection with the registration of the Business Name (Fairway Supermarket) in the Territory.
4.7 The franchisor will be indemnified from all trade related operation risk.
4.6 Franchisee will take FSSI license, all trade licenses. Franchisee willpay the salary to employee every month as per minimum wage act.
Address : H 61, Sec 63, Noida, U.P. 201301
I. It shall diligently promote and conduct the Business with the highest degree of probity and business competence;
II. Franchisee shall be allowed the entry Franchisor’s employees andagents in such place where the records relating to the Business are kept by the Franchisee.
The franchisee will pay rent to the shop owner directly in his account.
III. Franchisee will share total monthly sales with the franchise on monthly basis & weekly basis.
5. Franchisee’s obligations
4.5 Franchisee has to submit the proof of the ownership of the store or rent agreement of the store to the franchisor.
4.2 Franchisee agrees that it shall not change the location of the showroom(s), without the prior written Letter to the Franchisor.
The Franchisee agrees to undertake that:
4. Showroom(s)4.1
The Franchisor agrees to render consultancy services to the Franchisee for conceptual designing of the Showroom(s) highlighting the Indian ethnicity and cultural sensitivities, for a fee.
4.3 The Franchisee shall keep the Showroom(s) and furnishings in agood state of repair and decoration and shall replace and renew the furnishing and decorations so as to enhance the reputation of the Business Name and Logo of the Franchisor in any event and as required or may be required by the Franchisor.
4.4
iv) Franchisee will pay Non Refundable Franchise Fee Amount of Rs. /-.
ii) Franchisee will have to pay Sales Commission to the franchisor between 7th to 10th date of every month.
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iii) Franchisee will pay Non Refundable Franchise Investment Cost Rs. INR /to Franchisor.
7. Indemnity I. The Franchisee undertakes to indemnify and keep the indemnified and hold harmless the Franchisor from all Cost , losses against any action, suit, claims, proceedings, damages, liability, expenses or costs (hereinafter referred to as “Claims”) as a consequence of or relating to any misrepresentation by the Franchisee , herein or its covenant or warranty, act of omission, commission or on account of any breach ofthe terms of this Agreement or failure or negligence of the Franchisee or its employees or servants, suffered by its on account of any breach of warranty, representations, unauthorized act, fraud, any act, deed, or Things are done or omitted to be done, or undertaking made by the Franchiseeits employees, officers, agents.
6. Payment i) Franchisor will take 2% as Commission as royalty from the franchisee on total monthly sales of above 10 lacs.
II. The Franchisee shall have no authority, express or implied employ to represent or bind the Franchisor in respect of or to hold itself out as having any authority to do or cause to be done, anything other than the function and duties expressly specified in this Agreement;
III. Notwithstanding the close cooperation, coordination and interaction between the Parties as contemplated in this Agreement, it shall not deemed to make either Party an agent, partner or joint venture partner of the other or any analogous relationship. No contention to the contrary will be raised at any time by either Party.
H-61, Sec-63, Noida, U.P.201301
mouthpublicity , newspaper publicity , TV publicity then company will terminatethe franchise agreement immediately, on the same date and will take a legal action for damaging the Brand logo or company in the market by the franchisee .
II. If franchisee will misrepresent or create a negative presentation of the brandor logo or name of the company in the market, via social media, or any kind of consumer complaint online, Facebook, Google, Whatsapp group or Whatsapp chat , YouTube or any other social media website
8. Relation between the Franchisor and the Franchisee
I. The relation between the Franchisor and the Franchisee shall be on a principal to principal basis;
(e) Franchisor is not liable or responsible for enhancing or increases the sales of the stores.
(f) The time for the operational of a store is 60 days from the date of full payment by the franchise including franchise fee and franchise investment cost.
Termination by the Franchisor shall in no way adversely affect its rights to bring appropriate action to recover damages or assets belonging to the Franchisor in possession of the Franchisee or to set off any assets or claims.
(g) Franchisee will keep the stock in the store according to the norms of company.
(a) Failure of the Franchisee to pay any amount due to the Franchisor; (Franchise investment Cost and Franchise Fee)
9.1 This Agreement shall be initially for a period of 10 years commencing from the date of signing of the agreement and may be extended for a further period of 5 years and lock in period for the franchisee will of 5 years, on the terms and conditions to be agreed mutually if other things being satisfactory.
(d) This agreement is only valid for 10 Years.
9.2 This Agreement may be terminated forthwith by the Franchisor on occurrence of any of the following events:
(h) If franchisee will not pay the sales commission to the franchisor on the given time Rupees 500 per day penalty would be implicated in the royalty bill from the franchisor Termination consequences
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(c) Neither any Franchisee account can be closed before 60 months nor can be intimated for closing the Franchisee account from the opening date of the franchise account.
(b) Any challenge by the Franchisee to any part of the Intellectual Property;
Address : H 61, Sec 63, Noida, U.P. 201301 9. Term & Termination
Address : H 61, Sec 63, Noida, U.P. 201301 11. Default Notice In the event of a breach by the Franchisee of any of the provisions of this agreement, the Franchisee may serve notice requiring the breach to be remediedwithin 90 days before taking action in respect of the breach. 12. 12.1Other:Bear by Franchisor 1. Advertising and Marketing 2. Staff Uniforms 3. Staff Training 4. Software 5. License cost 6. Brand Board 12.2 Investment by Franchise 1.Investment in interior 2. Electrical work 3. Credit card machine 4. Furniture & Fixtures (including VM & Main Signage) 6. Computer, 7. Trade Licenses and other Licenses 8. Signage Licenses 9. 10.CameraOtherIT related accessories 11.Store Rent 12.Electricity Bill 13.Goods / Food Products 14.Shop running cost 15.Petty cash expenses 16.Stock Reconciliation 17. Carry bag cost 18. Staff Salary
Address : H 61, Sec 63, Noida, U.P. 201301 13.13.1MiscellaneousWarranty of power to enter Agreement
13.2 Force Majeure
13.3 Whole agreement
Neither Party shall be responsible or liable for or deemed in breach hereof, because of any delay or failure in the performance of its obligations hereunder (except for obligations to pay money due) due to any event or circumstance and which is beyond the reasonable control of the Party such as national emergency, war, governmental regulation or act of god. The affected party shall give notice to the other party of any event constituting force majeure as soon as reasonably practicable, but not later than 5 days after the date on which affected party knew or should reasonably have known of the commencement of the event constituting force majeure. The affected party shall give notice to other Party of the condition and cessation of the relevant event constituting force majeure. In the event, the performance of the any party’s obligation is suspended due to an event of force majeure, for more than 90 days, the Franchisor may terminate this Agreement at his sole discretion.
Each of the Parties represents and warrants that it has the power to enter into this Agreement and has taken all approvals to give effect to this Agreement.
The Franchisee acknowledges that this Agreement contains the whole agreement between the Parties and it has not relied upon any oral or written representation made to it by the Franchisor or its employees or agents and has made its own independent investigations into all matters relevant to the Business.
13.5 Discretion
13.6 Notices
Address : H 61, Sec 63, Noida, U.P. 201301
All notices, requests, consents and other communications required, permitted or desired to be given hereunder to be served upon or given to the Parties hereto shall be deemed duly served and given when received after being sent by confirmed facsimile transmission or delivered by hand or sent by registered or certified mail, return receipt requested, postage prepaid, e-mail notices to be followed up by signed hard copies, addressed as follows: If to FranchisorAttn:Mr./Ms. If to FranchiseeAttn:Mr. /Ms.
No decision or approval of any matter mentioned in this Agreement or arising from it shall be deemed to have been made by the Franchisor except if in writing and shall be as its sole discretion unless otherwise expressly provided in the Agreement.
13.4 Supersedes prior agreements This Agreement supersedes any prior agreement between the Parties whether written or oral and any such prior agreements between the Parties.
ii. This clause shall survive termination of this Agreement.
14.1 In the event of any dispute or difference arising out of or otherwise relating to this Agreement, the Parties will endeavor to settle it amicably within 30 days of such differences/dispute having so arisen.
14. Dispute Resolution
Address : H 61, Sec 63, Noida, U.P. 201301
iii. Proper law and jurisdiction iv. Laws of India in every particular including formation and interpretation shall govern this Agreement.
15. Confidentialityi. The Franchisee agrees and undertakes that during the Term of this Agreement it has shall not disclose or make available to any third party, any confidential and proprietary information’s, trade secrets of the Franchisor, including, without limitation, financial information and information relating to the Products, techniques and modes of merchandising, marketing techniques, source of the Products, procedures and know how, and terms of this Agreement;
v. By signing this agreement parties submit themselves to the jurisdiction of courts situated in DELHI only.
14.2 Any unresolved dispute will be referred to arbitration of three arbitrators, one to be appointed by the Franchisor, the other to be appointed by the Franchisee and both the arbitrator so appointed, shall appoint the third arbitrator who shall act as the Presiding Officer and shall be governed asper the provisions of the Arbitration and Conciliation Act 1996, as amended from time to time.
14.3 The venue of Arbitration shall be DELHI and the language of arbitration would be English.
20. Counterparts
19. Costs
If any part or parts of this Agreement is or are invalid or unable to be enforced for any reason, the invalidity or unenforceability shall not effect the operation, construction or interpretation of any other provision unless it would be contrary to or materially alter the express or implied intention of the Parties.
Each of the Parties shall pay their own costs and expenses incurred by it in connection with negotiation and execution of this Agreement.
This Agreement may be executed in counterparts and each of which would be treated as an original.
16. Waiver Waiver of the breach of any term or provision of this Agreement by any Party shall not be deemed to be or operate as to be construed as a waiver by that Party, of any other subsequent breach of this Agreement by the other Party.
Address : H 61, Sec 63, Noida, U.P. 201301
18. Modification of the Agreement No amendment, modification or addition to this Agreement shall be effective or binding on either of the Parties unless set forth in writing and executed by them through their authorized representative and subject to obtaining requisite Approvals, if any, following such execution.
17. Severability
Address : H 61, Sec 63, Noida, U.P. 201301 21. Assignment This Agreement cannot be assigned /transferred by the Franchisee nor can the Franchisee grant any sub license and/or the right to operate the Showroom and/or delegate any duties or obligations arising under this Agreement to third parties without the prior written permission of the Franchisor. In witness whereof the parties hereto have caused this franchise agreement to be executed the day, month and year first above written. Whiteville Retails Pvt Ltd (Through its Authorized Signatory) (M/s. ) Franchise(ThroughName:its Authorized Signatory) ( ) 2.1.WITNESSESS:
TERMS AND CONDITIONS FOR APPOINTMENT AS COMPANY’S
5. Cheque Date: Cheque No. Cheque Amount
6. The franchise is expected to clear the balance amount within days oftheinitial payment.
8. The company reserves the rights to cancel the franchise extended, if the company receives a proposal from another prospect franchise within the 15 days period, willing to pay full franchise fee at the time of agreement. In such case the company would return the initial amount paid by the franchise within 7 day.
7. In case the franchise fails to clear the balance amount within days, Company would forfeit the initialamountpaidtothecompanybythefranchise.
4. Adetail of clearing the rest of the payment has to be issued by the franchise in the formatgivenbelow:
3. Initial payment of Rs...............................................................has to be made by the franchise to the company in the form of Cheque or DD, immediately when the deal is finalized between the company andtheauthorizedfranchise.
Address : H 61, Sec 63, Noida, U.P. 201301
AUTHORISED FRANCHISE OF INITIAL PAYMENT AGREEMENT.
2. The company shall accept the Franchisee fee in the form of DD or CHEQUE for the amount of Rs (Rupees ) made in the favor of Whiteville Retails Pvt Ltd.
1. The company has agreed to extend franchise to you on a part payment mode.
Address : H 61, Sec 63, Noida, U.P. 201301 9. all the agreements signed between the company and the Franchise, according to specified terms and condition as well as guidelines laid by the company Whiteville Retails Pvt Ltd. will be final and mutually agreed by both the parties bilaterally and any legal binding will be under the jurisdiction of the DELHI. Any dispute arising will be solved by the third party appointed by both the parties subjected to the jurisdictionoftheCourtat DELHI. 10.Franchisor will not give any other franchisee with in 5 k.M radius from this premise. First Party Second Party Whiteville Retails Pvt Ltd. Franchise Name: ……………………………… ……………………………… Authorized Signature Authorized Signature DATE:
Address : H 61, Sec 63, Noida, U.P. 201301 Franchise Application Form FranchiseDate Type StoreDistrictZoneStateCountrySFT Area Pincode FranchiseOwnerDetail First Full Name AddressHouse MobileNumber PhoneNo Email ContactidPersonName ContactPersonMobNo ContactPersonEmail Id FranchiseFirmDetail FranchiseFirmName: Franchise GST No. FranchiseFirmBankAc IFSC FranchiseCODEFirmEmailid FranchiseFee Amount SecurityFee Amount SoftwareFee Amount