EFC - 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.

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.
1. 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.
2. 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.
3. 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

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 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 AGREEMENT.
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.

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.

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 business.

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

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.

TERMINATION

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 Franchisor.
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 outlet.
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.

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

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 writing.
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 Franchisor.
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.

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

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 name.
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.

QUALITY CONTROL

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 franchisee.
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 outlet.

AUDIT

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.

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:

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 Franchisee herein;
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 business;
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.

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:

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.

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.