Franchise Agreement - Template, Sample Form to Complete Pro · IN-law
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FRANCHISE AGREEMENT
(Exclusive Franchise)
This Franchise Agreement (hereinafter referred to as this "Agreement") is executed at ________, Andaman and Nicobar Islands and is made effective on ________ (the "Execution Date") by and between the following Parties:
________, son/daughter of ________, aged ________ years, bearing PAN ________, resident of ________ (hereinafter referred to as the "Franchisor", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its legal heirs, executors, administrators, successors and permitted assigns) of the ONE PART;
AND
________, son/daughter of ________, aged ________ years, bearing PAN ________, resident of ________ (hereinafter referred to as the "Franchisee", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its legal heirs, executors, administrators, successors and permitted assigns) of the OTHER PART.
The Franchisor and the Franchisee may hereinafter be referred to individually as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Franchisor is engaged in the business of (hereinafter referred to as the "Business"):
________
B. The Franchisor has developed and owns a distinctive system and methods for operating the Business, together with proprietary services and trademarks (hereinafter referred to as the "Proprietary Marks" and defined hereunder), designed to enable the operation of the Business in a uniform manner.
C. The Franchisor permits franchisees to operate businesses upon certain terms and conditions under the Franchisor's branded mark, namely: ________.
D. The Franchisor provides certain services, as defined below (the "Services"), in connection with the Business.
E. The System includes elements unique to the Franchisor and the Business, including, but not limited to, specifications, techniques, training methods, products, production methods, operating methods, designs, colour schemes, furnishings, marketing materials and business requirements intended to continually enhance customer trust and goodwill in the Franchisor's Business.
F. The Franchisee desires to establish and operate a business and wishes to obtain a licence to use the Franchisor's System and Proprietary Marks in order to operate such business under the Franchisor's guidelines.
G. Relying on the representations, warranties and undertakings of the Franchisee, the Franchisor has agreed to grant the Franchisee the exclusive franchise to establish and operate the business on the terms and conditions set out herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
1.1. Proprietary Marks: The marks owned by the Franchisor, including but not limited to the Franchisor's branded mark, ________, as well as any and all other names, trademarks, service marks, logos, trade dress, commercial symbols or copyrighted materials belonging to the Franchisor, registered or applied for under the Trade Marks Act, 1999 and/or the Copyright Act, 1957. The Proprietary Marks include but are not limited to the following:
________
1.2. System: The conceptualisation, specifications, design, marketing, operation, franchising and licensing of the Franchisor's Business, including the resources expended therein, for the purposes of commercial sale to the public.
1.3. New Franchisee Business: The new business to be owned by the Franchisee which utilises the Franchisor's System and Proprietary Marks, opened pursuant to this Agreement.
1.4. Term: The period for which this Agreement subsists, as more specifically set out herein.
1.6. Territory: The specific geographic location where the Franchisee is permitted to operate the New Franchisee Business, namely:
________
1.7. Franchisor Marketing Materials: All advertising and promotional materials, including press releases, signage, copy, concepts, brochures and other information used to advertise or market the Franchisor's Business and provided to franchisees for advertising purposes.
1.8. Operating Procedures: The minimum operating procedures set out in Annexure 1, as may be amended or updated from time to time by the Franchisor.
1.9. Services: The following services which the Franchisor provides through the Business or through franchised businesses: ________.
2. GRANT OF FRANCHISE
2.1. In consideration of the Franchisee paying the fees set out herein and complying with the Operating Procedures, the Franchisor hereby grants to the Franchisee a franchise to operate the New Franchisee Business for the Term upon the terms and conditions contained herein, and the Franchisee hereby accepts such franchise. The Franchisee shall not have any right to sub-franchise the operation of the New Franchisee Business.
2.2. The Franchisor hereby grants, and the Franchisee accepts, subject to the terms and conditions of this Agreement, a limited, non-transferable, exclusive licence to use the Proprietary Marks and the System to operate the New Franchisee Business in the Territory for the Term.
3. CONDITIONS PRECEDENT
3.1. This Agreement shall come into effect from the date on which the conditions set out below are satisfied by the Franchisee to the satisfaction of the Franchisor (the "Commencement Date") and shall remain in force for the Term unless terminated earlier in accordance with this Agreement:
________
3.2. Upon completion of all Conditions Precedent, the Franchisee shall notify the Franchisor and furnish all information and documents required by the Franchisor evidencing such completion. If the Franchisor is satisfied that the Conditions Precedent have been duly completed, it shall so inform the Franchisee within 7 (seven) days of receipt of the last of such documents/information.
3.3. If the Conditions Precedent are not fully complied with to the satisfaction of the Franchisor by ________, or within such extended period as may be agreed by the Franchisor in writing, the Franchisor shall be entitled (but not obliged) to forthwith terminate this Agreement without any liability whatsoever.
4. RESERVED RIGHTS
The Franchisee acknowledges and agrees that this Agreement shall in no way limit the Franchisor's rights with regard to the Business. The Franchisor and its affiliates, parents, subsidiaries and related businesses retain all rights to develop, operate, promote or otherwise exploit the Business, the System and the Proprietary Marks. Save as expressly delineated in this Agreement, the Franchisee is not entitled to any exclusivity or territorial rights.
5. FEES
5.1. Initial Fee:
5.1.1. The Initial Fee of Rs. ________ (Rupees ________) has been paid and the Franchisor acknowledges receipt of the same.
5.1.2. The Franchisee agrees and acknowledges that the Initial Fee is a one-time, non-refundable fee and shall not be refunded under any circumstances, including termination of this Agreement.
5.1.3. Should the Franchisee fail to pay the Initial Fee or any portion thereof, the Franchisor shall have the absolute right to declare this Agreement null and void and retain any portion already paid, whereupon the Franchisor shall have no further obligations to the Franchisee.
5.2. Franchise Fees:
5.2.1. The Franchisee shall pay franchise fees ("Franchise Fees") to the Franchisor as follows:
________
5.3. Royalties:
5.3.1. The Franchisee shall pay the Franchisor a royalty for the use of the Proprietary Marks as follows:
________
5.4. All fees, royalties and other amounts payable under this Agreement are exclusive of Goods and Services Tax (GST) and other applicable taxes, which shall be borne by the Franchisee and paid in addition. Each Party shall comply with its obligations under the Income-tax Act, 1961, including deduction of tax at source where applicable.
5.5. The Franchisee shall report its Gross Sales to the Franchisor accurately, on a Weekly basis, or at such other periodic intervals as the Franchisor may specify, in such manner as the Franchisor requires.
6. ADVERTISING
6.1. The Franchisee agrees to use and prominently display the Franchisor Marketing Materials and Proprietary Marks solely in connection with the New Franchisee Business.
6.2. The Franchisee agrees to the following guidelines for local advertising and marketing in connection with the New Franchisee Business:
________
6.3. The Franchisor may request reports regarding the Franchisee's advertising expenditure and activities, at the Franchisor's sole discretion.
6.4. The Franchisee shall not advertise or market the New Franchisee Business in any manner that may disparage or detract from the reputation of the Franchisor, and shall ensure that all advertising complies with applicable law, including the Consumer Protection Act, 2019 and the guidelines of the Advertising Standards Council of India. Where prior approval has not been obtained, the Franchisee shall submit such materials to the Franchisor, which shall approve or deny the same within a reasonable time.
7. OPENING DATE
The Parties agree to an estimated opening date of ________ (the "Opening Date"). Notwithstanding the foregoing, the Franchisee shall not commence operations of the New Franchisee Business until the Franchisor has approved the specifications of the business as adhering to the terms and conditions of this Agreement.
8. COMPLIANCE WITH OPERATING PROCEDURES
8.1. The Franchisor shall comply with the following operating standards:
________
8.2. The Franchisee shall strictly comply with the Franchisor's System as outlined by the Franchisor, whether communicated by manual, training or other written document. Any failure of the Franchisee to comply with the System standards shall constitute grounds for termination of this Agreement.
9. STATUTORY REGISTRATIONS AND LICENCES
9.1. The Franchisee shall, at its own cost, obtain and maintain in force all registrations, licences, permits, consents and approvals required by law for the operation of the New Franchisee Business, including without limitation GST registration, registration under the applicable Shops and Establishments legislation, trade licences and, where applicable, registration under the Food Safety and Standards Act, 2006.
9.2. The Franchisee shall conduct the New Franchisee Business in compliance with all applicable laws, rules and regulations in force from time to time, and shall not do or omit to do anything that may render the Franchisor liable for any breach thereof.
10. DATA PROTECTION AND PRIVACY
10.1. The Franchisee agrees to comply with all applicable data protection laws, including but not limited to the Digital Personal Data Protection Act, 2023 (the "DPDP Act") and the rules framed thereunder, and the Information Technology Act, 2000. The Franchisee shall ensure that all personal data collected, processed and stored in relation to the New Franchisee Business is handled securely and used only for lawful and legitimate business purposes.
10.2. The Franchisee shall implement and publish a privacy notice consistent with the DPDP Act, clearly communicating to data principals the personal data collected, the purposes of processing, and their rights to access, correction, erasure and grievance redressal.
10.3. In the event of any personal data breach, the Franchisee shall notify the Franchisor and the Data Protection Board of India in the manner and within the timeframe prescribed under the DPDP Act.
10.4. The Franchisee shall not transfer personal data outside India otherwise than in accordance with applicable law and without the prior written consent of the Franchisor. All personal data shall be retained only for as long as necessary for the business operations and as mandated by law.
11. EMPLOYMENT AND LABOUR LAW COMPLIANCE
11.1. The Franchisee shall adhere to all applicable labour and employment laws, including but not limited to the Minimum Wages Act, 1948, the Payment of Wages Act, 1936, the applicable Shops and Establishments legislation, and the labour codes as and when brought into force, including the Code on Wages, 2019, the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Social Security, 2020.
11.2. The Franchisee shall ensure fair treatment of employees, providing working conditions compliant with the legal requirements for working hours, health and safety, and shall provide all statutory benefits, including provident fund, gratuity and leave entitlements, as applicable. The Franchisee shall be solely responsible for its employees, and the Franchisor shall have no liability whatsoever in respect of the Franchisee's employees.
12. TERM & TERMINATION
12.1. The Term shall commence on the Commencement Date and shall continue until the Expiration Date defined below, unless terminated sooner in accordance with this Agreement.
12.2. The Expiration Date shall be: ________.
12.3. If, for any reason, the Franchisee does not open the New Franchisee Business by the Opening Date, the Franchisor shall be entitled, at its sole election, to the following remedies:
12.3.1. allow the Franchisee additional time to open the New Franchisee Business, leaving the Expiration Date unchanged; or
12.3.2. require the Franchisee to enter into a fresh franchise agreement with a new Opening Date and a possible new Expiration Date at the sole discretion of the Franchisor.
12.4. The Franchisor may terminate this Agreement for good cause, being any material breach of this Agreement. Without limitation, the following acts shall constitute cause for immediate termination:
12.4.1. abandonment of the New Franchisee Business for a period of ten (10) consecutive days, or such shorter period if the Franchisor determines that the Franchisee does not intend to continue operation;
12.4.2. the Franchisee's insolvency, bankruptcy, or initiation of proceedings under the Insolvency and Bankruptcy Code, 2016;
12.4.3. any levy or attachment made upon the New Franchisee Business;
12.4.4. loss or termination of the right to occupy the premises of the New Franchisee Business;
12.4.5. conviction of the Franchisee for any offence involving moral turpitude or any criminal misconduct related to the operation of the New Franchisee Business;
12.4.6. discovery by the Franchisor of any material misrepresentation made by the Franchisee in connection with this Agreement;
12.4.7. any conduct by the Franchisee that impairs the Franchisor's trademark, trade name or other intellectual property;
12.4.8. conduct by the Franchisee that reflects poorly on the reputation and goodwill of the Franchisor or failure to act in a commercially reasonable manner; or
12.4.9. failure by the Franchisee to pay any fees, costs, charges or other amounts due under this Agreement.
12.5. The Franchisee shall be given written notice of termination, which shall state the reasons clearly. Save where termination is for good cause as set out above, the Franchisee shall be given an opportunity to cure the breach within ________ days of such notice.
13. RIGHTS & OBLIGATIONS ON TERMINATION
13.1. On the expiry or termination of this Agreement, the Franchisee shall:
13.1.1. immediately cease to use the Proprietary Marks and the System for any business and return all manuals, specifications, forms, memoranda, training materials, advertising materials, instructions and materials bearing the Proprietary Marks to the Franchisor; and
13.1.2. remove any signage or advertisements identifying the Franchisor or its Business from the New Franchisee Business and carry out such remodelling or redecoration as the Franchisor may require to distinguish it from the Franchisor's Business.
13.2. The Franchisor shall retain all fees and monies paid pursuant to this Agreement. The Franchisor may, at its election, purchase the Franchisee's interest in any lease, premises, furniture, fixtures, equipment or other tangible assets, at a price being the lesser of the Franchisee's cost or the then fair market value as assessed by an independent valuer.
13.3. Any fees owed to the Franchisor on expiry or termination shall be paid immediately. Where termination is by reason of the Franchisee's breach or default, such sums shall include all damages, costs and expenses incurred by the Franchisor.
13.4. The Franchisor shall retain all rights and remedies after termination or expiry. Such termination or expiry shall not release the Franchisee from any of its obligations subsisting at the time, nor terminate those obligations and liabilities which, by their nature, survive termination or expiry.
14. RENEWAL
14.1. If the Franchisee wishes to renew the relationship at the end of the Term, it shall provide a written request for renewal to the Franchisor at least 1 (one) month prior to the Expiration Date, describing that the request is for one additional Term.
14.2. The Franchisee acknowledges that the terms of any renewal agreement (a "strong>Renewal Agreement") may be substantially different, including in respect of royalty or franchise fees, at the Franchisor's sole discretion.
14.3. To be considered for renewal, the Franchisee shall have met each of the following conditions:
________
14.4. Notwithstanding compliance with the above conditions, the Franchisor shall not be obliged to grant any Renewal Agreement.
14.5. If the Franchisor decides, in its sole discretion, to offer a Renewal Agreement, the Franchisee shall execute the same in a timely manner.
14.6. This Agreement confers no automatic right to renewal, continuation or a subsequent franchise agreement on or after the Expiration Date. If the Franchisor elects not to renew, written notice shall be provided to the Franchisee at least 180 (one hundred and eighty) days in advance.
14.7. If the Franchisee enters into or extends any lease for the premises of the New Franchisee Business beyond the Term, it does so at its own risk.
15. FRANCHISOR'S OBLIGATIONS
15.1. Prior to the Opening Date, the Franchisor shall provide initial training for the Franchisee and certain of its staff, at the Franchisor's sole discretion.
15.2. Prior to the Opening Date, the Franchisor shall loan or provide a copy of an operations manual to the Franchisee to familiarise it with the Franchisor's requirements.
15.3. Prior to the Opening Date, the Franchisor shall provide standard criteria for the design and configuration of the New Franchisee Business, including exterior and interior design and layout, fixtures, furnishings, equipment and signage.
15.4. Prior to the Opening Date, the Franchisor shall inspect the New Franchisee Business to determine reasonable conformity with its requirements.
15.5. The Franchisor shall provide such pre-opening and opening assistance and guidance as it deems appropriate in its sole discretion.
15.6. The Franchisor shall continue to make available the Services and support to the Franchisee so that the Franchisee may effectively operate the New Franchisee Business.
15.7. The Franchisor shall provide advisory assistance from time to time, including information, data, manuals, techniques and materials regarding the New Franchisee Business and its operations.
16. RELOCATION OR OUTSIDE SALES
Nothing in this Agreement permits the Franchisee to relocate the New Franchisee Business, use the System outside the New Franchisee Business, or engage in any services or sell any goods bearing the Proprietary Marks outside the Territory. Any occasional consent by the Franchisor to business outside the Territory shall not constitute a waiver of the foregoing, and the Franchisor may impose specific requirements applicable to any such sales or services.
17. PROPRIETARY MARKS
17.1. Franchisor's Retained Rights: The Franchisee acknowledges that the Franchisor is the owner of all rights, title and interest in and to the Proprietary Marks. The Franchisor agrees to indemnify and hold the Franchisee harmless against any claim that the Franchisee's authorised use of the Proprietary Marks infringes the rights of any third party, provided the Franchisee immediately notifies the Franchisor of such claim and cooperates fully in the defence and/or settlement thereof.
17.2. Franchisee's Use: The Franchisor grants the Franchisee a limited, non-exclusive, revocable licence to use, reproduce, publicly display and distribute the Proprietary Marks on the terms set out in this Agreement. Any use for a purpose not directly related to these terms requires the prior written permission of the Franchisor and may attract additional fees unless otherwise agreed in writing.
17.3. The Franchisee shall use the Proprietary Marks in substantially the same manner as used by the Franchisor as part of the System, and shall observe the printed guidelines provided by the Franchisor.
17.4. The Franchisee shall, when requested by the Franchisor, identify itself as a licensee or franchisee in the manner specified.
17.5. The Franchisee shall not assign, transfer, sub-licence or otherwise permit any other person to use any of the Proprietary Marks, nor hold itself out as an agent of the Franchisor.
17.6. The Franchisee shall not use, display, apply for or register, with any authority, any name or mark identical or deceptively similar to any of the Proprietary Marks.
17.7. The Franchisee shall comply with the Franchisor's instructions regarding filings for business names and shall execute and maintain all paperwork necessary to operate the New Franchisee Business and use the Proprietary Marks.
17.8. If any litigation is instituted or threatened regarding the Proprietary Marks against the Franchisee, the Franchisee shall immediately notify the Franchisor in writing and cooperate fully in the defence or settlement. The Franchisee shall not institute any litigation, make any demand or serve any notice without the prior written consent of the Franchisor. The Franchisor shall have the right to bring such action and to join the Franchisee.
17.9. The Franchisee agrees that the Franchisor and its affiliates own all rights, title and interest in and to the Proprietary Marks and the associated goodwill.
17.10. The Franchisor may, at its sole discretion, replace, add, delete or modify the Proprietary Marks, and the Franchisee shall accept the new Proprietary Marks and bear the cost of conforming the New Franchisee Business to them.
17.11. The Franchisee shall not, now or hereafter, challenge the ownership, title or rights of the Franchisor or its affiliates in the Proprietary Marks, contest the validity of any Proprietary Marks, or take any action that may jeopardise, infringe or misuse them.
17.12. The Franchisee acknowledges that it has no ownership interest in the Proprietary Marks, the System or any other intellectual property of the Franchisor, and that the licence granted is non-exclusive, effective only for the Term and revocable.
17.13. The Franchisee shall not use any other marks in connection with the Proprietary Marks without the prior written approval of the Franchisor.
18. CONFIDENTIALITY
18.1. The Franchisee acknowledges that, during the course of this Agreement, it will have access to and acquire knowledge of confidential and proprietary information belonging to the Franchisor, including but not limited to the System, operations manuals, training materials, trade secrets, business methods, customer lists, marketing strategies, financial information and the Proprietary Marks (collectively, "Confidential Information").
18.2. The Franchisee shall maintain the absolute confidentiality of all Confidential Information both during the Term and after its termination or expiry, and shall not, directly or indirectly, disclose, communicate, divulge, use or otherwise make available any Confidential Information to any third party for any purpose other than the operation of the New Franchisee Business in accordance with this Agreement. The Franchisee shall ensure that its employees, agents and representatives are bound by confidentiality obligations no less stringent than those contained herein. This obligation shall survive the termination or expiry of this Agreement.
19. REPRESENTATIONS AND WARRANTIES
19.1. Each Party represents and warrants to the other that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not and will not violate any other agreement, obligation or law to which it is a party or by which it is bound. The Franchisee further represents and warrants that all information furnished to the Franchisor in connection with this Agreement is true, accurate and complete in all material respects, and that the Franchisee shall conduct the New Franchisee Business in compliance with all applicable laws.
20. INSURANCE
20.1. During the Term, the Franchisee shall obtain and maintain insurance coverage with insurers acceptable to the Franchisor in accordance with the Franchisor's insurance requirements. Such coverage shall commence as soon as the Franchisee executes a lease for the premises of the New Franchisee Business.
21. NO WAIVER
No term of this Agreement shall be deemed waived by any act or acquiescence of the Franchisor. Only a written agreement signed by the Parties can constitute a waiver. No waiver of any term shall constitute a waiver of any other term or of the same term on a future occasion. Failure of the Franchisor to enforce any term shall not constitute a waiver thereof.
22. FORCE MAJEURE
22.1. Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, acts of civil or military authorities, riots, embargoes, natural disasters, pandemics and other unforeseen circumstances ("Force Majeure").
22.2. The affected Party shall provide written notice to the other Party not later than 24 (twenty-four) hours after the event, detailing its nature and expected impact.
22.3. During the Force Majeure event, the affected Party's obligations shall be temporarily suspended, and both Parties shall work in good faith to resume normal operations as soon as feasible.
22.4. If the Force Majeure event persists beyond 90 (ninety) days, either Party may terminate this Agreement with immediate effect without penalty.
23. INDEMNITY
Each Party (the "Indemnifying Party") agrees to indemnify and hold the other Party harmless from all damages, costs, legal fees and other losses arising out of or relating to the breach of this Agreement by the Indemnifying Party.
24. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such provision had never been contained herein. Any invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most nearly gives effect to the original intent.
25. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect thereto.
26. NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property right of any Party in favour of the other, save the limited right to use such Confidential Information in connection with the relationship contemplated herein. All intellectual property rights shall continue to vest with the disclosing Party, who shall retain all title, interest and rights therein. The receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, copyright or confidentiality notice on any copy of the Confidential Information, and shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.
27. AMENDMENTS
Any change, alteration, amendment or modification to this Agreement must be in writing and signed by the authorised representatives of both Parties.
28. DISPUTE RESOLUTION
Any dispute arising out of this Agreement shall, as far as possible, be settled amicably between the Parties, failing which the following shall apply:
28.1. Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointly by the Parties.
28.2. The arbitration shall be conducted at ________, Andaman and Nicobar Islands, in accordance with the Arbitration and Conciliation Act, 1996, or any statutory re-enactment or modification thereof for the time being in force. The language of the arbitration shall be English.
28.3. The arbitral award shall be final and binding on the Parties and may be enforced as a decree of court.
28.4. Subject to the above, only the competent courts at ________, Andaman and Nicobar Islands shall have exclusive jurisdiction in all matters arising hereunder.
28.5. The Parties shall keep the arbitration proceedings and the arbitral award confidential.
28.6. If either Party engages advocates to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and legal fees.
29. INDEPENDENT PARTIES
Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency or employment relationship between the Parties. The Franchisee shall be an independent contractor. This Agreement is solely for the purpose of that independent contractor relationship for the opening and operation of the New Franchisee Business on the terms herein.
30. EXCLUSIVITY
For a period of ________, the Parties shall not enter into discussions with third parties for transactions similar to the transaction contemplated by this Agreement.
31. ASSIGNMENT
32. ANNOUNCEMENTS
Neither Party shall make any news release, public announcement, give interviews, issue or publish advertisements, or publicise in any manner whatsoever any matter in connection with this Agreement, its contents, the Confidential Information or any other matter herein, without the prior written approval of the other Party.
33. NOTICES
33.1. Any notice under this Agreement shall be in writing and sent by registered post, courier or e-mail to the address of the relevant Party set out below, or to such other address as that Party may notify to the other from time to time. The contact details of the Parties are:
Franchisor:
________
Email: ________
Franchisee:
________
Email: ________
33.2. Notices shall be deemed received 3 (three) working days after posting (registered post/courier within India), or on the next working day after sending (in the case of e-mail, subject to confirmation of dispatch).
33.3. In proving service, it shall be sufficient to prove that the notice was properly addressed and posted, or that the e-mail was properly addressed and dispatched and that dispatch was confirmed or acknowledged.
34. NON-SOLICITATION
34.1. Neither Party shall, during the Term and for 3 (three) years from the date of termination, solicit the clients or customers of the other Party (the "Existing Party") to supply goods or services of the same or similar type as provided by the Existing Party. Without limitation, the Franchisee shall not:
34.1.1. solicit the clients or customers of the Franchisor to provide or supply goods or services of the same or similar type to those provided by the Franchisor, during the Term and for 3 (three) years following termination; or
34.1.2. entice away, employ or offer to employ any person employed by the Franchisor during the Term and for 3 (three) years following termination, whether or not such person would thereby breach his or her contract of employment.
34.2. The restrictions in this clause are reasonable and necessary to protect the legitimate business interests and goodwill of the protected Party, and to the extent that any restriction is held to be wider than reasonable, it shall apply with such modifications as may be necessary to make it valid and enforceable.
35. STAMP DUTY
This Agreement shall be stamped in accordance with the applicable stamp duty laws in force in the place of execution, and the stamp duty and registration charges (if any) payable on this Agreement shall be borne by ________.
36. GOVERNING LAW
This Agreement and all matters arising out of it shall be governed by and construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first hereinabove written.
___________________________
For the Franchisor
________
___________________________
For the Franchisee
________
WITNESSES:
1. Name: ________
Address: ________
Signature: ___________________________
2. Name: ________
Address: ________
Signature: ___________________________
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