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.
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.
Franchisor shall provide the necessary specification and shall also help the
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.
- The Franchisee shall diligently pursue the implementation of the approved plans for
the development of the outlet under the supervision of the authorized representative of the Franchisor.
If Franchisor identifies instances where lie development being carried
out is inconsistent with, or does not meet the standards set by the Franchisor, the
franchisor will notify in writing the deficiencies and the franchisee shall have to
correct such deficiencies within 30 days from the date of notification.
The Franchisee will buy all the equipment and the machinery for the outlet from
vendor recommended by the Franchisor. The servicing of the equipments will as per
the terms and condition of the Vendor.
- The Franchisor will provide Interior Designing for the Store which includes
ceiling drawings, interior Structural drawing, Electric drawing, Kitchen
Layouts and 3 D drawings at the time of making of the store.
The Franchisor win provide Exterior Designing for the Store which included
the front Signage designs and front facade design of the store at the time of
making of the store.
The Franchisor will provide Graphic Designing for the store which includes
the designing of all the Posters, Menu LED boards and wall LED boards
within the store at the time of making of the store
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.
- FRANCHISEE acknowledges that FRANCHISOR will from time to time
provide FRANCHISEE with information that is confidential in nature, and
that if disclosed to third parties · might adversely impact the ability of
FRANCHISOR or FRANCHISE Franchisees to remain competitive.
FRANCHISEE agrees that, unless otherwise determined by FRANCHISOR,
the marketing strategies and programs developed by FRANCHISOR shall be
treated as confidential until publicly disseminated in accordance with the
instructions of FRANCHISOR. FRANCHISEE shall not disclose any
confidential information to any person other than FRANCHISEE'S
Franchisees as may be necessary to discharge FRANCHISEE'S obligations
hereW1der, and FRANCHISEE agrees not to use any such confidential
information for any purpose other than to discharge its obligations W1der this
Franchisee agrees and understand that the confidential information for the
purpose of this agreement shall mean and include any and all information,
knowledge, knowhow, methods, trade secrets, techniques and material used in
or related to the outlet or any other system used by the franchisee in
connection with this agreement, including but not limited to the manual, plans
and specification, marketing information and strategies and techniques, recipes
and other information communicated in writing and through other means,
including media (Example -Disk, video or audio) shall be kept confidential.
Confidential Information disclosed orally shall be identified as such within
five (5) days of disclosure. Nothing herein shall require Franchisor to disclose
any of its information.
The franchisee acknowledges that pursuant to this Agreement, it will receive
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.
Divert or attempt to divert, any business or customer of the fast food outlet to
any competing Business, by direct or indirect inducement or otherwise, or do
or perform, directly or otherwise, or do or perform, directly or indirectly, any
other act injurious or prejudicial to the goodwill associated with the
proprietary marks and the system of franchisor.
Own, maintain, operate, engage in or have any financial or beneficial interest
in (including any interest in corporations, partnerships, trusts, un-incorporated
associations or Joint ventures), advise, assist or make loans to any competing
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.
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. '
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.
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.
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.
- The Franchisee hereby declares that it has obtained all necessary
permissions/approvals/licenses and sanctions from the concerned
government/statutory authorities for operation of the said outlet from the premises
mentioned above and shall comply with all the conditions of such
licenses/approvals/sanctions including and not limited to compliances of
- The Franchisee has verified and satisfied itself regarding the bui lding plans and
municipal zoning user rules etc, in respect of the demised premises vis-a-vis their
starting business and the franchisor in no way shall be held responsible with the
concerned authorities in this connection in any manner whatsoever.
Apart from all the other aspects mentioned above where the Franchisor may have the
right to terminated this agreement, the Franchisee further agrees that in case the
payment of the monthly royalty · as mentioned in SECTION 8 above is delayed, an
interest @ 15 % p.a. compounded quarterly would be payable by the franchisee to the
If the said royalty remains unpaid for a consecutive period of 2 business months the
Franchisee shall be considered to be in default of this agreement and the franchisor
shall have the right to terminate this agreement with immediate effect.
- Termination by the Franchisor in accordance to SECTION 12.2 shall be held without
prejudice to any other rights or remedies which the Franchisor may have under this
agreement or under any other agreement or law.
- Franchisor shall also have the right to terminate this agreement without any notice in
case of any violation of the law by the Franchisee and immediately take steps to
withdraw the Outlet with its Mark from the said premises.
- Upon expiration or sooner determination of this Agreement, the Franchisee will
immediately stop the Outlet operation from the premises and remove all signage, trade
dress and decor etc. that denotes the Franchisee and the premises in particular with the
- If at any point the Franchisee violates or breaches the terms and condition as
mentioned in this agreement then the franchisor will have the right to terminate this
agreement and stop the product supplies to the franchisee without any notice.
- Upon expiration or sooner determination of this Agreement, the franchisee will
immediately stop the restaurant operations from the premises and remove any and all
insignia, signage, trade dress, decor etc. that denotes that the franchisee and the
premises in particular are a EFC Restaurant.
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
I by the Franchisee related to this Agreement, whether or not either party have been advised
of the possibility of such damage.
- Neither party shall be liable for any loss, damage, injury or delay due to any cause
beyond its control including (without prejudice to the generality of the foregoing
expression) Acts of God, Acts of the state, strikes, lockouts, fire, lightning, air,
'accidents, explosions, riots, civil commotion, Acts of War.
- This agreement shall be to the benefit of each of the parties and their respective
successors and neither party shall otherwise assign the benefit or burden of this
agreement to any others, without the previous written consent of the other party.
Any amendments or modifications to this agreement shall be valid and binding on the
parties only if made in writing and signed on behalf of both the parties, by their
respective authorized signatories.
- Any notice or communication required to be given under this agreement shall be in
- It is expressly agreed by and between the parties hereto that the ongoing monthly
royalty payable by the Franchisee to Franchisor shall for all purposes be deemed to
fair and reasonable and the Franchisee shall not under circumstances challenge the
same in any court of law or any other authority or tribunal or forum as not being a fair
fee in respect of the rights granted herein.
- This agreement is only for the development and operation of the outlet from the
premises mentioned above. Franchisor shall be free to develop and operate the outlet
in any part of the country.
- The Franchisee appreciates, understands and recognizes that the trademark and
goodwill associated with the outlet and nothing contained in this agreement grant the
franchisee any right to the same.
- The franchisee will make available all financial records, statements, books, stocks,
sales -purchase, computer and IT equipment's etc., as maybe required by the
Franchisor. All billing of the sales should be made online with software provided by
- The Franchisee will ensure that they are upright in their dealings at the outlet and do
not violate any laws of the land. In case of any violation by the franchisee the
franchisor will be allowed to take all reasonable or necessary steps to resol.ve the
situation in the interest of the name and goodwill of the franchisor, at the cost of the
franchisee and independent of any recourse available to the franchisor which may
include immediate termination of this agreement and withdrawal of the outlet with its
mark from the premises.
- The franchisor will not be held liable for any kind of loss or damages in the business
of the outlet caused directly or indirectly due the actions of the Franchisee or any of
its employees or operated by the franchisee themselves.
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.
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.
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.
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.
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.
- The Franchisee acknowledges that the Brand name "EFC"is a valid trademark
exclusively and lawfully owned by the Franchisor, and that only the Franchisor or its
designated Franchisees have the right to use such trademark and such other
trademarks, service marks and trade names as may exist or be acquired by the
Franchisor. The Franchisee further acknowledges that valuable goodwill & reputation
is attached to such trademarks, service marks and trade names, and that the Franchisee
will use the same only in the manner and to the extent specifically permitted to be
used by Franchisor for and in coextension to running of the business under this
Agreement. The Franchisee shall not use any other mark/s unless approved by the
Franchisor in writing. It is further agreed by the franchisee that the temporary grant to
use the brand name / trademark as granted by the Franchisor is granted only because
of and as part of this agreement and hence termination of this agreement is and shall
automatically bring an end to the permissive grant as granted to use the brand name
and hence the parties hereto confirm that this agreement being executed to run the
business, the integral part whereof is the need to use the trademark as permissive user,
the franchisee is and shall have no privity or entitlement with the trademark under
trademarks Act save and except the permissive grant to use the trademark / brand
name as granted and for the purposes of running the business in terms hereof. The
franchisee therefore agrees to immediately stop and desist from using the trademark /
brand name either upon termination of this agreement or otherwise immediately upon
specific instructions of Franchisor to stop and desist using the trademark / brand
- The Franchisee understands and agrees that the permissive grant as granted in
coextension to this agreement in respect of brand name / trademarks is non-exclusive
and that the Franchisor, in its sole 'discretion, has the right to operate businesses under
said marks and to grant the right and / or enter into additional and simultaneous
agreements of franchise for running the business and thereby grant simultaneous
permission grant in favour of other persons / . third persons to run and carryon the
same business licenses in, and under 'Operational Manual or other documents are
provided to the Franchisee.
In order to preserve the validity and integrity of the Proprietary Marks licensed herein,
and to assure that the Franchisee is properly employing the same in the operation of
its franchise, the Franchisor or its agents shall at all reasonable times have the right to
entry and inspect the Franchisee's premises, and, additionally, shall have the right to
observe the manner in which the Franchisee is rendering its services.
- The parties hereto agree that the goods / materials being manufactured by the
nominated / appointed outside agency and hence the Franchisor is and shall in no way
be liable for any costs, consequences and / or issues and matter that may arise out of
the use of the materials by the franchisee. The franchisee shall have the liberty to
cause the inspection of the materials to be dispatch and if the franchisee intends to
avail inspection then to shall be required to the franchisor along with the purchase
order. The liability of Franchisor in every respect including and not limited to any
quality, standard, specifications, contents or consequences that may arise on use of the
materials are and shall cease upon Franchisor having caused delivery to the
transporter in standard food-grade packaging for the purposes of causing delivery to
- The parties hereto agree that the material being perishable food item, the franchisee is
and shall be required to preserve, upkeep and maintain the packaging and preserved
quality and standard of the material during the entire period of its storage and / or
usage and the franchisee agrees and undertakes to take all care to ensure that the
materials and its quality / standard is not deteriorated for and on account of any reason
whatsoever including for the reasons related to proper storage and preservation. The
franchisee agrees to follow and strictly comply with all the norms, rules, regulations
as applicable to the quality, standard, preservation and / or instructions, prescription
as may be issued / communicated by the Franchisor from time to time in respect of the
materials during and in the course of its lying and / or usage at or by the franchisee.
The parties hereto confirm that Franchisor being primarily having developed the
recipe in respect of the materials and the same being manufactured and processed by
the appointed outside agency, the Franchisor is and shall not be concerned and liable
for any quality, standard of material or issues arising from the use and / or any
ancillary issues connected thereto.
- However, though the Franchisor is not liable to any issue or matter connected to the
standard / quality of the material, in the interest of business reputation, the Franchisor
may designate or authorize any person(s) to carry out the quality control functions and
inspection of the Franchise outlet, and the operations carried on at the Franchise
- We or our auditors or authorized representatives shall be entitled to inspect and audit
your book of account sand daily report and all supporting documents related to EFC
at any time in respect of the whole or any part of our period of this agreement.
- If the audit (or any other periodic inspection not being full audit) shows that your
accounting as to the calculation or the payments due under this agreement and/or any
other financial matter is incorrect; you 'undertake to promptly rectify the defect in the
amount accounted for and/ or the accounting system as the case maybe.
The Franchisor shall be entitled terminate this agreement at any time during term
hereof, on the happening of any/all of the following events:
- The Franchisee commits a default and/or breach of any of the covenants herein
and such default / breach of this agreement;
- The Franchisee indulges into unlawful, illegal and illegitimate practices which
are detrimental to the reputation and the business of the Franchisor;
- If the Franchisee challenges our intellectual property rights;
- If the franchisee is selling any third party products at the said franchise outlet
or any product which has not been supplied/ sold by the Franchisor to the
- If the franchisee continuously for two months fails to send the statement of
sales at the end of each month or fails to pay the amount of royalty charges as
raised by the franchisor.
If there are more than 5 complaints of dissatisfaction from the consumers are
received within one month against the Franchisee;
If the Franchisee is found to be not maintaining stocks in accordance with the
demand within the Territory;
- If the Franchisee does not obtain and maintain the statutory licenses required
to be maintained for the purposes of undertaking and running the Franchisee
If the Franchisee does not adhere to the instructions as are issued by the
Franchisor. Then upon the happening any such aforementioned event, the
Franchisor may terminate this agreement by giving the Franchisee a 30 days'
notice to rectify the default / breach / act or omission, failing which the
Franchisor may be entitled to forthwith terminate this agreement by serving
another 15 days notice to the Franchisee, at the end of which the Franchisee
shall no longer be entitled to use the Brand name of the Franchisor herein.
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:
- The Franchisee will immediately cease the operation of your "EFC" brand
outlet opened in furtherance of this agreement
- Franchisee shall return / deliver back all manuals, stationery and signs bearing
marks back to the Franchisor.
- Franchisor will not any time thereafter, make use of the marks or their
Intellectual property rights, trademarks or any other marks similar to our brand
name, recipes of material or unused raw materials supplied.
- Franchisee will not any time thereafter, disclose or useany confidential
information or know-how related to the "EFC" products.
- Franchisee will not any time thereafter, purport to be a franchise of "EFC" or
associated with us and will not do the business of selling similar materials
from the Location.
- Franchisee will pay all dues which have accrued and become payable to the
Franchisor during the subsistence or term of this agreement.
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.
"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.
The courts at Chennai alone shall have exclusive statutory and territorial jurisdiction
to try and all suits, arising out of.
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
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.