REPRESENTATION AGREEMENT

THIS REPRESENTATION AGREEMENT (Agreement) is made at New Delhi on the Friday of

10/04/2015.

By and Between

M/s 1000 Overseas Franchise Pvt Ltd having its registered office at; 1000 Overseas Franchise Pvt.
Ltd. 19/1 , First Floor, Prem Nagar, Tilak Nagar, New Delhi- 110018 (hereinafter referred to as the
Consultant which term shall unless excluded by or repugnant to the context shall include its
successors and permitted assigns) acting through its Director/Authorized signatory; Mr. Rohit Rathore,
party of the FIRST PART;

And

Mr __________ having its registered office at ___________________________________(hereinafter

referred to as the Franchisor which term shall, unless excluded by or repugnant to the context,
include its successors and permitted assigns) acting through its Director/Authorized signatory; _______
party of the SECOND PART.

The Consultant and the Franchisor are individually referred to as Party and collectively as the
Parties.
WHEREAS
A. The Franchisor is an entity carrying on business of ___________ under the name and style of
__________________ and has over a period built reputation and goodwill in the market under
the Brand name and Trademark ____________.

B. Consultant is an entity inter alia engaged in providing integrated franchise solution by

introducing new brands across various sectors into the Indian market, assisting companies in
expanding business under the franchising model of business and providing advisory and
consultancy services in this regard.

C. The Franchisor has acquainted itself of the nature of services provided by the Consultant and its
abilities and competence in the said domain. The Franchisor has satisfied itself about the
adequacy of the same and is desirous of hiring the services of the Consultant for the purposes of
expanding its Business network in the territory of India.

D. The Consultant has accepted Franchisors offer and the Parties now wish to enter into this
Agreement and record the terms and conditions on which this Agreement shall subsist.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, including in the Recitals hereof, the following words, expressions and
abbreviations shall have the following meanings:

1.1.1 Agreement shall mean this Agreement, and shall include any modifications and
alterations made hereto in writing and signed by the Parties after the Effective Date of
this Agreement;
1.1.2 Affiliates- shall mean persons and or entities which are directly or indirectly
controlled by or are under the common control of the Party and in this regard the term
control shall mean the power to direct control over the management and affairs of an
entity, or power to appoint majority of directors of such an entity or power to exercise
votes attached to more than fifty (50%) percent of the issued equity shares of such an
entity;
1.1.3 Confidential Information shall mean all written and oral information, irrespective
of the medium (including software) on which such information is recorded, relating to
the property, business and affairs of the Franchisor, including, but not limited to,
information concerning and relating to:

1.1.3.1 Franchisors financing, marketing and business methods, procedures and

strategies, fees, wage rates, benefits, costs, clients (including names and
addresses), client lists, employee lists, payroll records, financial performance
(including billings and profitability), business contracts and referral sources,
reports of any form and nature, data sheets, presentations etc.;
1.1.3.2 Franchisors plans for the development of new services and plans for the
expansion into new areas or markets and other business strategies, and
1.1.3.3 Franchisors business records, contracts, financial information, tax returns,
records and statements, results of operations and billings.

1.1.4 Services shall have the meaning ascribed to it in Clause 2.2;

1.1.5 Intellectual Property means any and all now known or hereafter known, tangible
and intangible rights vested with the Franchisor or any of its Affiliates, as the case
maybe, and shall include (a) licenses rights, patents, algorithms, utility models (b)
trade and service marks, (c) trade or business names, domain names, (d) rights in
designs, copyrights, (f) trade secrets, (g) the standard operating processes including
but not limited to recruitment and operating methods, training methods, data process,
advertising, printing, designs, websites, marketing, marketing & promotion, for the
full term of such rights and including any extension to or renewal of the terms of such
rights, including registrations and applications for registration of any of these and
rights to apply for the same and all rights and forms of protection of a similar nature or
having equivalent or similar effect to any of these anywhere in the world, (d) other
intellectual or industrial property rights (of each kind and nature throughout the
universe and however designated) (including logos, rental rights and rights to
remuneration), whether arising by operation of law, contract, license, or otherwise.
 1.2 Interpretation

1.2.1 Reference to the singular shall include reference to the plural and vice-versa and a
reference to any gender shall include a reference to the other genders, except where
the context otherwise requires
1.2.2 The headings and marginal notes in this Agreement are included for ease of reference,
and shall not affect the meaning or the interpretation of this Agreement
1.2.3 The Annexure to this Agreement form part of this Agreement and will be of full force
and effect as though they were expressly set out in the body of this Agreement. The
provisions of this Agreement and Annexure hereto shall be interpreted harmoniously
and only if the provisions of this Agreement cannot be interpreted harmoniously with
the Annexure or vice-versa on account of inconsistencies or ambiguities then the
provisions of this Agreement shall prevail over the Annexure.
1.2.4 Unless the context otherwise requires, a reference to any Clause, recital, Annexure
shall be to a Clause, recital and Annexure of this Agreement respectively.
1.2.5 Reference to any law or regulation having force of law includes a reference to that law
or regulation, as from time to time, amended, modified, supplemented, extended or re-
enacted.
1.2.6 The words "include" or "including" shall be deemed to be followed by "without
limitation" or "but not limited to" whether or not they are followed by such phrases.
1.2.7 The preamble and the recitals shall form an integral part of this Agreement.
1.2.8 In this Agreement, unless the context clearly indicates a contrary intention, a word or
an expression which denotes a natural person shall include an artificial person (and
vice versa).

1.3 In case there is Restructuring in the Company of the Franchisor during the sustenance of the
Term of this Agreement or till Six Months from the date of Determination of this Agreement
still the Franchisor cannot escape from the liability of Payment of legally earned monies to
the Consultant as the restructuring of the Franchisors Company does not annihilate it from
its Assets and Liabilities under the Companies Act, 1956

2. SCOPE OF WORK
 2.1 The Consultant shall be required to provide Services (as defined herein below) to the
Franchisor, which would enable the Franchisor to expand its Business network in the territory
of India.
2.2 The Consultant shall be providing inter alia following services to the Franchisor (collectively
referred as Services) as below:
2.2.1 Participation in the Franchise Show R.I.S.E. April 2015
2.2.2 Website Listing: www.1000franchise.com
2.2.3 Closure Assistance for a period of 3 months

2.3 It is agreed by the Parties that the Consultant may, in its sole discretion, adopt any means,
methods, techniques, sequences, procedures for providing the Services to the Franchisor.

3. TERM OF THE AGREEMENT

3.1 Unless terminated earlier, this Agreement shall come into force from the Effective Date and
remain valid for a period of 3 (Three) months from the Effective Date (10/04/2014)
3.2 Upon expiry of the Term of this Agreement, the Parties may mutually decide to renew the
Agreement on the same terms and conditions or on amended terms and conditions as may be
mutually agreed between the Parties.

4. CONSIDERATION

4.1 In consideration of the Services to be rendered hereunder, the Franchisor shall pay the
Consultant:
4.1.1 Participation Fees: INR 10,000 inclusive of taxes i.e. INR _________
4.1.2 Success Fees: 15% of the Franchise Fees on the signing of LOI of each Franchisee.

4.2 All payments made by the Franchisor to the Consultant shall be made in the form of cheque
or demand draft to be made in the name of 1000 Overseas Franchise Pvt Ltd. In the event
there is any delay on the Franchisors part in making payments, then the Consultant shall be
entitled to charge an interest of 15% (Fifteen percent) on the outstanding amount, from the
date when such amount became due and until its actual realization.
4.3 The above Fee estimates are excluding Service Tax which shall have to be paid by the
Franchisor.
4.4 In the event the Consideration amount pursuant to this Clause 5 remains outstanding for more
than a period of 7 (Seven) days, the Consultant shall be entitled to:
4.4.1 Suspend its Services and the same shall not amount to a breach of this Agreement by
the Consultant; and/or
4.4.2 Terminate the Agreement; and/or
4.4.3 Recover the outstanding amount along with an interest at the rate of 15% (fifteen
percent)
5. TERMINATION
5.1 Either Parties shall have right to terminate this agreement by giving 30 days prior written
notice.
5.2 The agreement cannot be terminated by either party unless there has been a breach of
the terms of the agreement by either party. In the event of a breach committed the
aggrieved party shall issue a notice within 90 days of breach of contract giving 15 days time
to the defaulting party to rectify the breach and compensate for the damages
5.3 Consequences of termination: Upon termination of this Agreement:
5.3.1 The Franchisor shall make payments of all outstanding dues to the Consultant within
[7] days from the date of termination;
5.3.2 The Consultant will deliver to Franchisor all of Franchisors property or Confidential
Information in its possession and simultaneously the Franchisor will also deliver to the
Consultant any documents or information pertaining to the Consultant and in its
possession.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1 This Agreement shall be governed and interpreted in accordance with the laws of India and
the courts in Delhi shall have exclusive jurisdiction.
6.2 If any disputes, controversies or differences arise between the Parties, out of or in relation to
or in connection with this Agreement or breach thereof ("Dispute"), which cannot be
resolved by the Parties after discussion, in good faith, attempting to reach an amicable
solution, then, either Party may provide notice to the other Party of its intention to commence
arbitration. All such Disputes shall then be finally settled by arbitration in accordance with
the provisions of Clause 9.3.
6.3 Common arbitrator will be appointed but the proceedings will be conducted at Delhi only. In
short, 1st way to solve an issue is Mutual consent. 2nd way by appointing common arbitrator
at Delhi only, 3rd is judiciary, file Civil suit, as per judgment of Hon'ble court.
6.4 Arbitration shall be conducted in the English language and the seat of arbitration shall be
[Delhi].

7. CONFIDENTIALITY

7.1 The Consultant shall keep all Confidential Information provided directly or indirectly by the
Franchisor in connection with this Agreement private and confidential. The Consultant agree
not to divulge to third parties, without the prior written consent of Franchisor (except to the
potential buyers), any Confidential Information unless the Confidential Information;
7.1.1 Is known to the Consultant prior to obtaining the same from the Franchisor;
7.1.2 Is, at the time of disclosure by the Franchisor available in the public domain;
7.1.3 Is obtained by the Consultant from a third party who did not receive the same directly
or indirectly from the Franchisor or related entities or its customers, and who has no
obligation of confidentiality with respect thereto; or
 7.1.4 Is required to be disclosed by applicable law or pursuant to a governmental or judicial
order of a court having competent jurisdiction..

8. ACKNOWLEDGEMENT BY THE FRANCHISOR

8.1 The Franchisor acknowledges and agrees that the Consultant is providing Services which are
consulting and advisory in nature. The Franchisor shall conduct its own due diligence or
evaluation qua the potential investor/franchisee before materializing the transaction
contemplated under this Agreement and Franchisor shall not rely merely upon the
representation given by the Consultant.

9. MISCELLANEOUS

9.1 NOTICES: All notices given pursuant to this Agreement shall be in writing and shall be
deemed to be served as follows:
9.1.1 In the case of any notice delivered by hand, when so delivered;
9.1.2 If sent by pre-paid post or courier, on the third clear day after the date of posting;
9.1.3 If sent by e- mail, 24 hours after the mail is sent by either Party to the other Party at
the following respective addresses.

Notice sent by hand-delivery, pre-paid post or courier shall be sent to the following addresses:
To 1000 Overseas Franchise Pvt Ltd. at:
Address 19/1, first Floor Prem Nagar, Tilak Nagar, New Delhi- 110018
To Franchisor at:
Name of the person concerned: ________
Address: _______________________________________________________

9.2 WAIVER: The failure at any time of either Party to demand strict performance by the other
of any of the terms, covenants or conditions set forth herein shall not be construed as a
continuing waiver or relinquishment thereof, and either Party may, at any time, demand strict
and complete performance by the other of such terms, covenants and conditions.
9.3 ASSIGNMENT: The Franchisor shall not have any rights to assign, transfer, alienate,
encumber or hypothecate any of its rights or obligations hereunder without the express prior
written consent of the Consultant.
9.4 FORCE MAJEURE: Neither Party shall be liable for any loss to the other Party caused by
the failure to observe the terms and conditions of this Agreement, wherein such failure is
occasioned by any cause beyond the other Partys reasonable control such as war,
insurrection, riot, fire, flood, epidemic, earthquake, economic meltdown, strikes, lock-outs,
labor controversy, civil commotion, act of terrorism or similar cause. The Party having any
 such cause shall promptly notify the other Party in writing of the nature of such cause and the
expected delay.
9.5 DISCLAIMER: Consultant shall make reasonable efforts to ensure that the information
provided by it is accurate but does not guarantee or warrants its accuracy, adequacy,
correctness, validity, completeness or suitability for any purpose. It shall be upon the
Franchisor to verify any information provided by Consultant before basing its decision
entirely on such information, and any suggestion given by the Consultant or in this regard is
only suggestive and not binding on the Franchisor.
9.6 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter of Agreement and supersedes all communications,
negotiations and agreements (whether written or oral) of Parties with respect hereto made
prior to the date of this Agreement.
9.7 AMENDMENT: No amendment or other variation of this Agreement shall be effective
unless it is in writing, is dated, expressly refers to this Agreement, and is signed by a duly
authorized representative of each Party.
9.8 INDEPENDENT CONTRACTOR: The Consultant shall be an independent contractor
performing this Agreement. Subject to the provisions of this Agreement, the Consultant shall
be solely responsible for the manner in which this Agreement is performed. All employees,
representatives or sub-contractors engaged by the Consultant in connection with the
performance of this Agreement shall be under the complete control of Consultant and shall
not be deemed to be agents or employees of Franchisor.
9.9 NO PARTNERSHIP OR AGENCY: Nothing in this Agreement shall be deemed to create
any agency, partnership, joint venture unincorporated association, co-operative entity or other
joint relationship between the Parties hereto or constitute any Party the agent of the other
Party for any purpose or entitle any Party to commit or bind the other Party in any manner or
give rise to fiduciary duties by one Party in favour of the other Party.

IN WITNESS WHEREOF the Parties hereto have caused this Marketing and Research Consultancy
Agreement to be executed on the day year first above written.
For: 1000 Overseas Franchise PVT LTD For: ________________________
through its duly authorised signatory through its duly authorised signatory

Person Name Person Name

Mr. Rohit Rathore ___________________

(Authorized Signatory) (Authorized Signatory)

Date: ............................................. Date: ..............................................

WITNESSES: