FRANCHISEE AGREEMENT

This Franchisee Agreement (hereinafter referred to as the

“Agreement”) is made and executed on this ________
April 2021 (“Effective Date”), by and between:

M/s Sasta Dukan Pvt Ltd, (PAN : AAZCS0212L) a company

registered under Companies Act, 2013, (CIN:
U74999WB2017PTC222144 ) represented herein by its Authorised
Signatory Mr. Koustav Ranjan Ghosh (PAN: AJOPG2335B), having
registered office at, 29, A T CHATTERJEE ROAD, DHAKURIA,
KOLKATA-700 031 and having its Corporate Office at 132A, S. P.
MUKHERJEE ROAD, 1st Floor, Kolkata-700026, hereinafter referred
to as the “Franchisor”, “Company” which expression shall
unless repugnant to the context or meaning thereof mean and
include its, legal representatives, successors, administrators,
subsidiaries, executors and assigns;

AND

MR. RAJESH PINE (PAN : AQLPP9882E), S/O. SRI TAMAL PINE,

Residing at , P.O & P.S.- Arambagh, Hooghly, WB-712 601, WB
hereinafter referred to as the “Franchisee”, which expression
shall unless repugnant to the context or meaning thereof mean
and include its, legal representatives, successors, administrators,
executors and assigns;
The Franchisor and the Master Franchisee shall be
individually referred to as “the Party” and collectively referred
to as “the Parties”.

Whereas

1. Franchisor is an owner of the brand “Sasta Dukan ,

Healthy| Sasta| Kirana” and is in a business of building
and operating a retail store chain serving variety of
products including, but not limited to, groceries, dairy
products, FMCG products, bakery items and healthcare
products;
2. Franchisor has developed a system and method for
efficient management of a retail stores of various size,
operation at different geographical locations and serving
variety of customer base;
3. Franchisee is willing to develop retail store and manage a
distribution channel for various brands;
4. The Franchisee approached Franchisor for a license,
granting it a right to establish and operate retail stores
under its supervision, using its systems, mentorship and
proprietary mark;
5. The Franchisor agree and accept the Master Franchisee’s
proposal and grant it a license according to the terms of
this condition.
Now Therefore, the Parties hereby agree as follows:
1. Definitions
The terms defined hereunder shall have the meaning attributed to
them for purposes of this Agreement unless expressly stated
otherwise or repugnant to the context.
a. “System(s)” shall mean the models, tactics, algorithms
and mechanisms, formulated by the Franchisor for the
establishment, management, operations and other
workings of the retail store(s) and distribution network,
including but not limited to supply chain management,
inventory management, staff and human resource
management, financial management, leads tracking,
store layout, procurement and cataloguing.
b. “Product(s)” shall mean the goods, services and other
offerings, for which distribution rights are provided by
the Franchisor to the Master Franchisee either under
this Agreement or otherwise.
c. “Franchise Guideline(s)” shall means the guidelines,
code of conduct and bylaws that Master Franchisee
need to follow while managing and operating the Retail
Store and Distribution Channel, and appointing the
Franchisee, under this Agreement. The Franchisor shall
share the Franchise Guidelines with the Franchisee on
time to time, depending upon various factors, including
but not limited to, based on the growth stage, available
products and offerings, market penetration, customer
feedback and marketing requirements.
d. “Franchisee Guidelines(s)” shall means the guidelines,
code of conduct and bylaws that the Franchisee need to
follow while managing and operating the Retail Store
and Distribution Channel, and appointing the
Franchisee, under this Agreement. The Franchisor shall
share the Franchise Guidelines with the Master
Franchisee on time to time, depending upon various
factors, including but not limited to, based on the
growth stage, available products and offerings, market
penetration, customer feedback and marketing
requirements.
e. “Franchisee” shall mean the legal entity granted a right
by the Master Franchisee to establish, operate and
manage a Retail Store within the Territory for the Term
f. “Advertisement Guideline(s)” shall mean the guidelines,
rules, regulations and code of conduct enlisting the
methods, ways, requirements, restrictions and other
provisions need to be followed while advertising,
promoting or marketing the Retail Store or the Products
or otherwise using the Trademark(s).
g. “Retail Store(s)” stores, outlets and other commercial
establishment(s) established, managed, operated,
marketed, promoted or communicated using the
Trademark(s).
h. “Software(s)” shall mean the information technology,
digital or virtual infrastructure provided by the
 Franchisor to the Master Franchisee, Franchisee(s) or
any other third part, for managing, operating and
analysing various aspects or the stores and distribution
channel, including but not limited to, inventory
management, enterprise resource management,
monitoring, customer data, marketing initiatives,
product cataloguing, feedback management, leads
management and online presence management.
Hardware requirement for the store is to be invested by
the Master Franchisee. The software fee for the first
year is paid by the Franchisor and thereafter by the
Master Franchisee.
i. “Trademark(s)” shall mean the names, words, logos,
trade dress and other representations owned or
managed by the Franchisor.
j. “Territory” shall mean the geographical area for with
the License or rights are assigned under this
Agreement. For the Purpose of this Agreement the
Territory is defined or enlisted in Annexure A
2. Grant
a. In consideration of the Franchisee paying the Fee
mentioned in Annexure A (“Franchise Fee”), and
compelling with the Master Franchise Guidelines, the
Franchisor hereby grants a Franchisee a licence to
develop, build, establish and operate retail stores under
its Trademark within the Territory, for the Term, on the
 terms and conditions mentioned herein and the Master
Franchisee accept the same.
b. Both the Parties agree that the Franchisee Fee and the
Franchisee Fee shall be bifurcated to different verticals,
details of which are provided in Annexure A.
c. Specifically, the Franchisor grants the following rights
to the Master Franchisor, for the Territory for the Term:
i. To open a Retail Store/Stock Point, according to
the specifications defined under Annexure A;
under FOCO Model
ii. To appoint Franchisees, within the territory and
grant them a licence to establish, build and
operate a Retail Store;
iii. Distribute and establish and operate a
distribution channel for the Products; online last
mile deliveries and offline sales.
iv. To use Software for the purpose of managing,
operating and monitoring the Retail Store and in
relation to the other rights granted under this
Agreement;
v. Conduct marketing and promotional activities
using Franchisor’s Trademark;
d. For the Purpose of Clause 2(b)(ii) of the Agreement, the
Master Franchisee shall follow the Franchisee
Guidelines of the Franchisor, while appointing a
Franchisee and shall take prior written permission from
 the Franchisor before final appointment of the
Franchisee. Master Franchisee shall also ensure and
take all the necessary steps to make sure that the
Retail Store(s) established, managed and operated by
the Franchisee(s) is in accordance with the Retail Store
Specifications mentioned under Annexure A.
e. For the Purpose of Clause 2(b)(iii) of the Agreement, the
Master Franchisee shall follow and abide by the rules,
policies and guidelines put forth by the Franchisor and
by the manufacturer/ brand owner of the Products.
f. For the purpose of Clause 2(b)(iv) of the Agreement,
the Franchisee shall take prior approval of the
Franchisor, before launching any marketing campaign
or conduct any promotional and marketing activity. The
Franchisee shall strictly follow and abide by the
Franchisor’s Advertisement Guidelines communicated
to the Franchisee from time to time and any other
guidelines put forth by the Franchisor to the Franchisee.
3. Liabilities of the Franchisee
a. The Franchisee hereby agree, accepts and confirm that:
i. It shall establish, develop and open a Retail
Store in the Territory, within 1(one) months from
the Effective Date of this Agreement;
ii. It shall take all the required steps to handover
the vacant space to the SDPL to operate the
Retail Store/Stock Point.
 iii. It shall follow all the rules, regulation, policies
and guidelines put forth by the Franchisor for the
efficient and effective operation of the rights
granted under this Agreement;
iv. It shall take all the reasonable measures to
ensure that the reputation, brand value and
public image of the Franchisor and its Trademark
is not tarnished, hampered or otherwise
adversely affected;
v. It shall take all the necessary steps required for
the implementation of the Systems put forth by
the Franchisor;
vi. It shall provide, within reasonable time, all the
commercial and non-commercial information,
including but not limited to, financial statements,
contact information, documents, data, customer
feedbacks, stock balance, employee details,
marketing materials, demanded by the
Franchisor from time to time;
vii. It shall take all the reasonable steps to appoint
Franchisee within the Territory;
viii. It shall take all the reasonable required steps to
enable Franchisor to establish, build and operate
the Retail Store/Stock Point.
ix. It shall take all the require steps to enable
Franchisor to establish, maintain and operate an
 efficient distribution channel for the Products
within the Territory;
x. Franchisee will pay a Sum of Rs.1,00,000/-
(Rupees One Lakhs only) as Refundable Security
Deposit to the Franchisor
xi. It shall take reasonable steps to support
Franchisor in providing staff training and interior
decoration of the Retail Store;
xii. It shall arrange and provide all the reasonable
infrastructure support required by the Franchisor
for establishment and operations of the Systems
and the Software;
b. The Franchisee agree, accept and confirms that it shall
co-operate with the Franchisor in every respect to
obtain all the license, permits, certificates, permissions
and authorisations, required by the Law of the land, of
the Territory, including but not limited to, establish,
operate and maintain the Retail Store/Stock Point, sell
and distribute the goods and the Products and
advertisement, marketing or promotion of the Retail
Store or the Products.
c. The Franchisee agrees, confirms and undertakes that it
shall comply with all the rules, regulations, guidelines
and laws put forth by the income tax authorities or any
other authority under Income Tax Act, 1961 and the
Central Goods and Service Tax Act, 2017.
 d. The Franchisee agrees and confirms that it will take all
the necessary steps required to insure the stock and
inventory, in its possession, and the interiors of the
Retail Store, against harm, including but not limited to,
fire, flood, riots, strike, civil commotion and earthquake.
e. The Franchisee agree, acknowledge and confirms that it
shall take all the necessary measures to protect and
safeguard the integrity, quality and packaging of the
goods, Products and equipment provided by the
Franchisor to the Franchisee.
4. Liability of the Franchisor
a. The Franchisor hereby agree, accept and undertakes
that:
i. It shall Recruit and provide a training to the
Master Franchisee regarding establishment, and
operations of the Systems;
ii. It shall provide a training to the staff on various
topics, including but not limited to customer
engagement, Software, inventory management
and marketing, for the efficient management of
the Retail Store;
iii. It shall provide a uniform to the staff;
iv. It shall provide a skill upgradation training to the
staff on need basis;
v. It shall take necessary steps in appointing,
training and on boarding the Franchisee and in
 establishing, operating and maintaining the
Retail Store Established by the Franchisee;
vi. It shall take necessary steps in designing and
executing the marketing campaigns, promotional
activities and advertisements for the Retail
Store/Stock point and the Products;
vii. It shall assist the Franchisee to install and
operate the Software, including all its updates
and extensions.
viii. It shall assist the Franchisee in maintaining its
digital presence on various platforms including
but not limited to, search engines, social media
platforms, online groups and discussion forums;
b. Franchisor agree and confirms that it shall provide the
Operational Software, Hardware, Products Rack for the
smooth operation of the business, And if Franchisee
return this items any time to the franchisor in such a
situation franchisor refund the franchisee fee after
deducting deprecation charges from the principal
amount @ 20%p.a. Franchisor also provides
promotional and advertisement materials and
merchandise to the Franchisee.
c. The Franchisor agree to provide all the sales lead
generated by it through its digital platforms, within the
Territory to the Franchisee.
 d. The Franchisor shall take necessary steps for the
recruitment and on-boarding of the staff for the Retail
Store/Stock Point and the distribution channel pay their
Salary/Remunerations.
e. The Franchisor will pay Rs.2,000/- (Rupees Two
thousand only) per month to the Franchisee within 10 th
of every month as reimbursement of misc expenses.
f. The Franchisor will charge 2-5%.as Royalty Charge on
the total sales figure of the allotted territory.
g. The Franchisor will take reasonable steps for
replacement of damage products during transportation
and expired products as per acquaintance with
manufacturers policy.
5. Consideration
a. For the grant of License under this Agreement and also
for the performance of its obligations by the Franchisor
under this Agreement, for the Term and within the
Territory, The Franchisee hereby agree to pay an
amount mentioned in Annexure A as Master Franchise
Fee to the Franchisor, in accordance with the Payment
Timeline mentioned in Annexure A.
i) For the payment of the consideration
mentioned in Clause 5 (a) of this
Agreement, the Master Franchisee shall
provide an original bank demand draft or
through online fund transfers to the SASTA
 DUKAN PVT LTD, Account Number:
921020003901409, AXIS BANK, IFSC Code:
UTIB0001779

b. Details of the demand draft and online fund transfer

are provided in Annexure A.
c. The Parties agree that the Franchisor shall declare the
amount paid under this Agreement in its return of
income, pay income tax thereon and undertake all the
necessary compliance as per the provisions of the
Income-tax Act, 1961. The Franchisor shall also provide
all the information, certificates and other evidence
required by the Franchisee for any purpose mentioned
in Income Tax Act, 1961.
6. Representations and Warranties
a. Each Party hereby represent and warrant to the other
Party that:
i. it is an entity duly organized, validly existing and
in good standing under the applicable laws and
is duly qualified to do business in the jurisdiction
in which the character of its properties or the
nature of its activities requires such
qualifications;
ii. it has full corporate power and authority to enter
into this Agreement. It has the authority and the
right to take any action, execute any documents
 and perform obligations under this Agreement;
and
iii. There are no claims, actions, suits, arbitrations,
or other proceedings or investigations pending
or threatened against or affecting its ability to
fulfil its obligations under this Agreement.
b. The Franchisee hereby represent and warrants to the
Franchisor that:
i. It has all the necessary licenses, certificates and
rights required by the Law of the Land to sale,
advertise, distribute and otherwise provide the
goods and Products it will sell in the Retail Store
or otherwise under this Agreement;
ii. It shall take all the reasonable steps and
initiatives to maintain the integrity, confidentiality
and reputation of the Systems and Trademarks
licensed under this Agreement;
iii. It shall not use, exploit or otherwise utilize the
Systems and the Trademarks for any purpose,
other than enlisted in the Agreement or otherwise
mutually agreed between the Parties in writing.
c. Franchisor hereby represents and warrants to the
Franchisee that:
i. It has all the rights, licenses and authorities to
grant the license under this Agreement;
 ii. Nothing in the Systems, Software or the
Trademarks is against Indian laws or violates any
laws, rules, regulations or guidelines enforceable
in the Territory;
iii. The Systems, Software and Trademarks are free of
any liens and claims, and shall not require the
Franchisee to make any additional payments other
than the Consideration agreed under this
Agreement to any third party for any future use of
the Software, System or Trademark by the
Franchisee in any manner.
7. Intellectual Property
a. Both the Parties hereby agree and accept that the
Franchisor is the sole owner of the Trademark and
nothing mentioned in this Agreement grant any
ownership rights to the Franchisee on the Trademark.
b. The Franchisee hereby agree and confirms that it shall
publish, demonstrate, show association or otherwise
use the Trademark only for the purpose of fulfilling its
liabilities and exercising its rights under this
Agreement. It shall not in any manner use the
Trademark for any purpose outside the scope of this
Agreement.
c. Franchisor hereby agree and confirms that for the
purpose of exercising its rights under Clause 2(b)(ii) of
this Agreement, the Master Franchisee has a right to
 sub-license, for the Term and within the Territory, the
right to use the Trademarks to the Franchisee in
accordance with the policies and guidelines provided by
the Franchisor.
d. The Franchisee agree that whenever it sub-license the
rights to te Trademarks under Clause 7(c) of this
Agreement, it shall take all the necessary steps to
ensure that the integrity and reputation of the
Trademark is maintained at all time and no action of
the Franchisee or the Franchisee shall tarnish or
otherwise hamper the reputation or public image of the
Trademarks.
e. Both the Parties hereby agree that nothing mentioned
in the Agreement grants any ownership rights on the
Software or the Systems to the Franchisee. Franchisee’s
rights over the Software and Systems are limited to the
License granted under this Agreement for the Term and
within the Territory.
f. For the Purpose of exercising its rights under Clause
2(b)(ii) of this Agreement, the Master Franchisee has a
right to sub-license, for the Term and within the
Territory, the right to use the Software and the Systems
to the Franchisee in accordance with the policies and
guidelines provided by the Franchisor.
g. The Franchisee agree and confirms that, whenever it
sub-license the Software and Systems under Clause 7(f)
 of the Agreement, it shall take all the necessary
measures to protect the integrity, confidentiality and
effectiveness of the Systems and the Software.
8. Non-Compete
a. The Franchisor hereby agree and confirms that within
the Territory and for the Term, the Franchisor shall not
provide similar license for the Software, Systems and
Trademark directly to any other third party.
b. The Franchisee hereby agree and confirms that, for the
Term and for the whole universe, the Master Franchisee
shall not enter into any contract, agreement or any
other legal arrangement, which is the direct or indirect
competitor of the Franchisor.
c. The Franchisee hereby agree and confirms that for the
Term and for the entire universe, the Franchisee shall
not establish, operate or manage any online or offline
retail store, selling, distributing or otherwise offering
goods and services similar to the offerings of the
Franchisor.
d. The Franchisee hereby agree that it shall take all the
necessary steps to ensure that any Franchisee
appointed by it under Clause 2(b)(ii) of this Agreement,
shall be abide by the obligations put forth under clause
8(b) and (c) of this Agreement.
9. Term and Termination
a. This Agreement shall come into force on the Effective
Date and shall continue to exist for a period of 3 (three)
years (“Term”) from the Effective Date unless
terminated in accordance with provisions of this Clause.
The Term of the Agreement shall be automatically
extended for the additional period of 3 (three) years,
unless either Party demonstrated its intention to
terminate the Agreement, by given 90 (ninety) days
written notice to the other Party regarding the same.
b. Both Parties agree that, upon the termination of the
Agreement by the Franchisee, before the expiry of the
Term, the Franchisor reserves a right to deduct an
amount from a Refundable Security of the Franchisee
Fees, for any loss of reputation or otherwise suffered by
the Franchisor.
c. In case of a breach of any provision of the Agreement
by either Party (“Defaulting Party”), the other Party
(“non-defaulting Party”) may forthwith terminate the
Agreement after giving 60 (sixty) days written notice to
the Defaulting Party for correction of its breach.
d. The Franchisor reserves its right to terminate this
Agreement by giving 60 (sixty) days written notice of
termination. if the Franchisee -.
i. Contravenes any of the Clauses or conditions of
any statutory provisions;
 ii. Suppresses and / or falsifies the sales effected in
any given period deliberately;
iii. Fails to remit promptly the payment due to the
Company;
iv. Acts in any manner detrimental to the
Company’s interests;
v. It convicted by a competent Authority of any
offense in a judicial court;
vi. Makes any commitment on behalf of the
Company without the express written sanction of
the Company save as provided for elsewhere in
this agreement; and
vii. Fails to tender a true and correct account of the
Company’s goods and property entrusted to him.
10. Indemnity
a. Both the Parties hereby agree and confirms that they
shall at all times indemnify and hold harmless the other
party, its respective directors, officers and
representatives from and against any and all costs
(including the attorneys’ fees), losses or damages
incurred or suffered, or for which they are likely to incur
or suffer, directly or indirectly arising out of, relating to
or resulting from:
i. Any breach of any clause of this Agreement by the
Party, including its obligation(s), representation(s)
or warranties;
 ii. Any representation or warranty of the Part under
this Agreement found to be false, misleading, or
Incorrect; or
iii. The exercise of any right(s) assigned and
transferred to the Party under this Agreement.
11. Confidentiality
a. For the purposes of this Agreement, “Confidential
Information” shall mean any and all information
contained in and/or relating directly or indirectly to this
Agreement, including but not limited to the terms of
this Agreement, information relating to either Party’s
business or financial or other affairs. Confidential
Information shall not include (i) any information in the
public domain; and (ii)information already known to a
Party, or lawfully obtained by a Party from a third party
without breach of any obligation of confidentiality under
this Agreement, or breach of this Agreement.
b. Neither Party shall, either during the Term of this
Agreement or for 10 years thereafter, disclose any
Confidential Information to any Person without the
express prior permission of the other Party, except as
may be required:
i. by applicable law or any valid order of a court
of competent jurisdiction; and/or
ii. as part of its normal internal reporting or
review procedure to its parent company, its
 auditors and its lawyers, provided that such
parent company, auditors or lawyers have
entered into confidentiality agreements and that
such disclosure be limited (a) solely with respect
to the Licensed Work(s); and (b) solely to the
extent required in order to perform the reporting
or procedure or participation contemplated by its
agreement with the disclosing party.
c. The disclosing party retains the right, without
prejudice to any other rights or remedies that may be
available, to seek injunctive relief or damages as a
remedy for any breach of this Confidentiality clause.

12. No Partnership

Nothing herein shall or shall be deemed to create any

partnership or joint venture between the parties hereto and
neither party shall hold itself out as the agent of the other.

13. Entire Agreement, Variation

This Agreement supersedes all prior agreements and
arrangements and constitutes the entire agreement between
the parties with respect to the subject matter hereof and no
addition to or variation of any of its terms shall be valid
unless in writing and signed by a person duly authorized on
behalf of each Party.
14. Waiver
 The failure of any Party to enforce at any time any of the
provisions of this Agreement shall not be construed to be a
waiver of such right power privilege or remedy or as a
waiver of any preceding or succeeding breach by the other
party to this Agreement nor shall any single or partial
exercise of any right power privilege or remedy preclude any
other or further exercise of such or any other right power
privilege or remedy provided in this Agreement all of which
are several and cumulative and are not exclusive of each
other or of any other rights or remedies otherwise available
to a Party at law or in equity.
15. Arbitration, Governing Law and Jurisdiction
Any and all disputes arising under or relating to this
Agreement shall be subject to arbitration in KOLKATA as per
the Arbitration and Conciliation Act, 1996 as last amended.
The arbitration shall be conducted by a single arbitrator
appointed by the parties on mutual consent or by the Court
if the parties are unable to agree on an arbitrator. The
language of arbitration shall be English.
The cost of the arbitration shall be borne equally by the
parties. Nothing contained in this clause shall limit the right
of the Franchisor to enforce by court injunction or other
equitable relief the Master Franchisee’s obligations relating
to the license, Intellectual Property, representations,
warranties, indemnities and/or confidentiality laid down in
this Agreement.
 This Agreement shall be governed by and construed in
accordance with the laws of India and the parties hereby
submit to the exclusive jurisdiction of the courts of KOLKATA
in respect of any dispute arising in connection herewith.
16. Force Majeure
a. In the event either Party is unable to render and
perform its obligations under this Agreement on
account of Force Majeure events (which term includes
act of god, public enemy, epidemics, revolt, strikes,
riot, terrorist attack, fire, flood, war, typhoon and any
regulation of the government or order of any
competent statutory or judicial authority or of any
government in the Territory) to perform any obligations
required to be performed by the parties under this
Agreement, the obligations here under shall be
suspended, upon notification in writing by the party
affected by such force majeure events to the other
party. Further, if Franchisor is not able to exploit or
exercise the rights granted under this Agreement due
to any Force Majeure conditions, this Agreement shall
be extended for an equivalent period of the Force
Majeure event.
b. The Parties agree, acknowledge and confirms that, in
case of Force Majeure, the condition mentioned in
Clause 3(f) of this Agreement shall remain enforced.
17. Severability
 If any provision of this Agreement or the application thereof
to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this
Agreement and the application of such provision to persons
or circumstances other than those as to which it is held
invalid or unenforceable, shall be valid and enforceable to
the fullest extent permitted by law. Any invalid or
unenforceable provision of this Agreement shall be replaced
with a provision, which is valid and enforceable and most
nearly reflects the original intent of the unenforceable
provision.

IN WITNESS WHEREOF the Assignor has read and fully

understood the terms and conditions stated hereinabove and
the Parties hereto have hereunto set their hands the day and
year first hereinabove written.

THE FRANCHISOR THE FRANCHISEE

WITNESSES

Signature Signature
Annexure A

1. Franchise Refundable Security Deposit: INR 1,00,000 ( One

lakh) (refundable)
2. No company information or commercials is to be disclosed
by the parties to anyone else.

3. Details for Demand Draft and Bank Fund Transfer vide

______________________ dated________________

Drawn on _______________________________________________
Franchisor Bank Account Details :
a. Account Holder Name: Sasta Dukan Pvt. Ltd.
b. Bank: Axis Bank
c. Account Number: 921020003901409
d. IFSC Code: UTIB0001779
4. Territory: ARAMBAGH, HOOGHLY, West Bengal India.
5. Retail Store Specifications:
a. Store Area: __Approx 120______ sq. ft.
b. Minimum Staff members: To be decided by the
Franchisor.