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TERMS & CONDITIONS

INTRODUCTION


Where as EVEREST FOOD COURT has through their investment of considerable time and money developed a unique and distinctive system of Fast Food Outlet (the. "Franchise") Operated in association with the MARKS prominently featuring the sale of "EFC". The Franchise includes proprietary and distinctive products, product specifications, ingredients, menu items, recipes, techniques, training methods, production methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (the "FRANCHISE STANDARDS"), all of which may be modified from time to time by the Franchisor, and which are directed toward promoting the Franchise in a manner that will enhance the goodwill associated with the MARKS and the Franchise.

The "FRANCHSE"


Subject to the provisions of this AGREEMENT, FRANCHISOR hereby grants FRANCHISEE the personal, limited right and license (the "FRANCHISE") to, during the TERj\t1, operate the Outlet, at the outlet PREMISES, in association with the MARKS, and in compliance with the FRANCHISE STANDARDS.

Plans and Specifications.


Franchisor shall provide the necessary specification and shall also help the franchisee in developing the Outlet. In this connection all investments towards, inted.ors and fit out, renovation, electrical, plumbing and sanitary, furniture, plant and machinery, equipment, artifacts and trade dress, IT related, equipment, Supplies, supplies, small wares etc. will be borne by the Franchisee.

Ongoing Advice and Assistance.


During the TERM, FRANCHISOR shall, from time to time provide FRANCHISEE with such advisory assistance, information, techniques, data, and instructional materials concerning the sale of items from the OUTLET, operation of the OUTLET, marketing programs applicable to the FRANCHISE, local marketing plans of the OUTLET, and adherence to the FRANCHISE STANDARDS as FRANCHISOR deems advisable.

Confidential Information.


FRANCHISEE'S OBLIGATIONS


The franchisee acknowledges that pursuant to this Agreement, it will receive valuable training and confidential information which are beyond the present skills and experience of the franchisee and its managers and employees. The franchisee covenants that, except as otherwise provided in this Agreement or consented to in writing by franchisor, Franchisee shall not for a period of nine years commencing upon the date of expiration, termination (regardless of the cause of termination) during the term of this Agreement, either directly or indirectly, for themselves or through, on behalf of or in conjunction with any person(s), partnership or corporation.

TERM


The obligations of Franchisee herein shall be effective forever from the date Franchisor last discloses any Confidential Information to Franchisee pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Franchisee, nor by the rejection of any agreement between Franchisor and Franchisee, by a trustee of Franchisee in bankruptcy, or by the Franchisee as a debtor-in-possession or the equivalent of any of the foregoing under local law.

CONFIDENTIALITY


Franchisee and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever and shall hold and maintain the Confidential Information in strictest . confidence. Franchisee hereby agrees to indemnify Franchisor against any and aU losses, damages, claims, expenses, and attorneys' fees incused or suffered by Franchisor as a result of a breach of this Agreement by Franchisee or its Representatives. '

NO ADDITIONALAGREEMENTS


Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of Franchisor to enter into any other agreement with Franchisee or prohibit Franchisor from providing the same or similar information to other parties and entering into agreements with other parties. Franchisor reserves the right, in its sole discretion, to reject any and all proposals made by Franchisee or its Representatives with regard to a transaction between Franchisee and Franchisor and to terminate discussions and negotiations with Franchisee at any~ time. Additional agreements of the parties, if any, shall be in writing signed by Franchisor and Franchisee.

SUCCESSORS AND ASSIGNS


This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Franchisee hereunder are not assignable.

Compliance with Laws. (Health & Safety Requirements.)


FRANCHISEE shall fully, strictly and faithfully comply with all laws (including, but not limited to, statutes, ordinances, regulations, and governmental orders) affecting FRANCHISEE'S operation of the OUTLET; in particular, FRANCHISEE shall operate and maintain the OUTLET and its premises in strict compliance with all applicable health, sanitation, fire and safety codes and requirements. If any law affecting FRANCHISEE'S operation of the OUTLET sets a standard that is different than the FRANCHISE STANDARDS, then FRANCHISEE shall satisfy the higher standard; if FRANCHISEE perceives any law affecting FRANCHISEE'S operation of the OUTLET to conflict with the FRANCHISE STANDARDS, then FRANCHISEE shall notify FRANCHISOR in writing, identifying the specific law and FRANCHISE STANDARDS requirement, so that FRANCHISOR may determine how to resolve the perceived conflict.

APPROVALS AND PERMISSIONS


TERMINATION


LIMITATION OF LIABILITY


Except as expressly provided in this Agreement and except to the extent that liability may not be lawfully excluded under any statute, Franchisor will not be held liable in contract or otherwise for any direct, indirect, incidental, special, exemplary or consequential loss or damage sustained
I by the Franchisee related to this Agreement, whether or not either party have been advised of the possibility of such damage.

MISCELLANEOUS


NON-COMPETITION


Franchisee agrees and covenants that because of the confidential and sensitive nature of the Confidential Information and because the use of, or even the appearance of the use of, the Confidential Information in certain circumstances may cause irreparable damage to Franchisor and its reputation, or to clients of Franchisor, Franchisee shall not, until the expiration of 9 years after the termination of the employment relationship between Franchisor and Franchisee, engage, directly or indirectly, or through any corporations or associates in any business, enterprise or employment which is directly competitive with Franchisor.

SAVING PROVISION


Franchisor and Franchisee agree and stipulate that the agreements and covenants not to compete contained in the preceding paragraph are fair and reasonable in light of all of the facts and circumstances of the relationship between Franchisee and Franchisor; however, Franchisee and Franchisor are aware that in certain circumstances cOUl1s have refused to enforce certain agreements not to compete. Therefore, in furtherance of and not in derogation of the provisions of the preceding paragraph Franchisor and Franchisee agree that in the event a court should decline to enforce the provisions of the preceding paragraph, that paragraph shall be deemed to be modified to restrict Franchisee's competition with Franchisor to the maximum extent, in both time and geography, which the court shall find enforceable; however, in no event shall the provisions of the preceding paragraph be deemed to be more restrictive to Franchisee than those contained therein.

DISPUTE RESOLUCTION MECHANISM - (MEDIATION AND ARBITRATION)


Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the Arbitration and Conciliation Act 1996, or any other statutory modification or re-enactment thereof from the time being in force. The Arbitration proceedings will be conducted at Chennai and would be conducted in English Language. The parties shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The attorneys fees and costs of arbitration shall be borne by the losing party unless the Parties stipulate otherwise, or in such proportions as the arbitrator shall decide.

PARTIAL INVALIDITY


If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

FORCE MAJEURE


None of the parties shall be considered to be in default or breach if prevented by circumstances beyond control such as fire, tempest, floods, act of god, local disturbance, civil commotion, and order of restrain by court or the Municipal Corporation or other authorities. Any other irritable circumstances beyond the control of the parties. Provided however that if such even of force majeure shall continue for a period of 60 days from the date either party notifies the occurrence of such event to other, either patty shall be permitted to terminate this agreement, without incuni.ng any liability.

PROPRIETARY MARKS


QUALITY CONTROL


AUDIT


TERMINATION


The Franchisor shall be entitled terminate this agreement at any time during term hereof, on the happening of any/all of the following events:

RIGHTS UPON TERMINATION


The parties hereto agree and confirm that in case of the termination of the agreement, the Franchisor shall have the following rights against the Franchisee:

ARBITRATION


The parties hereto agree and confirm that in case of any dispute or differences that may arise out of this arrangement, any interpretation or meaning hereof or in respect of performance / non-performance breach default or any matter connected with or related to this arrangement or any process connected, all such disputes, matters, whenever require to be resolved shall be referred to the arbitration proceedings as agreed to be referred to and carried out in accordance with the Arbitration and Conciliation Act 1996 and such arbitration proceedings shall be carried out by the sole arbitrator who shall be jointly and mutually appointed by both the parties hereto and the seat of arbitration shall be at Chennai and the language of proceedings shall be English and the total cost of arbitration including the arbitrators fees shall be borne by both the parties equally.

CONFIDENTIALITY


"The parties agree that any information which is shared in pursuance of this agreement by either parties with each other for the purposes of fulfilling the object and purpose of this agreement shall be treated to be confidential information and no party shall divulge, share any information with the third party which it has received from the other th ird party in consequence / pursuance of this agreement.

JURISDICTION


The courts at Chennai alone shall have exclusive statutory and territorial jurisdiction to try and all suits, arising out of.

PARTIAL EXERCISE OF RIGHTS


No single or exercise by of any right, power or remedy under this Agreement II preclude any other or further exercise of that or any power or

GOVERNING LAW


It is expressly agreed that the courts in Chennai alone will have exclusive jurisdiction to deal with any dispute or claim that may occur during or after the termination of this agreement.