FRANCHISE AGREEMENT

KOYLA SHAWARMA AND

ROLLS (MUMBAI)

This Franchise Agreement, hereinafter referred to as "Agreement," is

entered into and made effective on by and between the
following parties:
Nabil Nazir Ahmed Shaikh, son of Nazir Ahmed Shaikh, resident of
Room No 1, C-12, Shamshad Nagar C H S L, Old Mumbai Pune Road,
Mumbra, Thane 400 612 (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, administrators and permitted
assigns) of the ONE PART

AND

Bismillah Enterprises, a Partnership Firm, having its principle place of business

at
XYV (permitted assigns) of the OTHER PART
Franchisor and Franchisee may be referred to individually as "Party" and
collectively as the "Parties."

WHEREAS:
(A) The franchisor is engaged in the business of: Quick service restaurant
varieties of shawarma. (Hereinafter referred to as "Business") and has
developed systems and methods for operating and the Business using
proprietary service and trademarks (hereinafter referred to as "Proprietary
Marks" and defined hereunder) designed to allow Franchisor to run the
Business:
(B) Franchisor accepts and allows franchisees to operate businesses
according to certain terms and Conditions under Franchisor's branded mark
of the following: KOYLA SHAWARMA AND ROLLS
WHEREAS, 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 to continually increase the customer trust and goodwill in
Franchisor's Business;
WHEREAS, the Franchisee desires to establish and operate a business and
wishes to obtain a license to use Franchisor's System and Proprietary
Marks in order to run the business under Franchisor's guidelines;
WHEREAS the Franchisee has represented and warranted to the
Franchisor that it satisfies the minimum franchisee requirements as set out
in Annexure 1;
WHEREAS, relying on the representations and warranties and the
undertaking 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 as set out herein;

NOW, therefore, in consideration of the promises and covenants contained

herein, as well as other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged, the Parties do hereby agree
as follows:

Clause 1 - DEFINITIONS:

a) Approved Location: The Approved Location is the physical location

having the following address: Gala no.1, Asha Motor Garage Compund,
LBS Marg Kurla (WEST), Near Kalpana Cinema, 400 070 where
Franchises has arranged by Franchiser to open and generate the New
Franchise Business.
b) Proprietary Marks: The Proprietary Marks are the marks owned
by Franchisor, including Franchisor's branded mark, KOYLA
SHAWARMA AND ROLLS, as well as all other names, trademarks,
service marks, logos, trade dress, or other commercial symbols or
copyrighted materials belonging to Franchisor.
c) System: The System shall be defined as the conceptualization,
specifications, design, marketing, operation, franchising and licensing of
the Franchisor Business, including the expenditure of resources into the
Business, for the purposes of commercial sale to the public.
d) New Franchisee Business: New Franchisee Business shall be defined
as the new business to be owned by the Franchisee, that utilizes
Franchisor's System and Proprietary Marks, opened as pursuant to this
Agreement.
e) Term: The Term of the Agreement shall be defined as the period for
which this Agreement will run as discussed more specifically elsewhere in
this Agreement.
f) Gross Sales: Gross Sales shall be defined as all revenue derived from
the New Franchisee Business, at regular prices before any discounts or
other allowance, as well as all income of any and every other kind related
to the New Franchisee Business, System, or Proprietary Marks, the fair
value of any non-monetary consideration received by Franchisee for any
items or
sales from the New Franchisee Business, and all proceeds of business
interruption insurance policies for the New Franchisee Business. Gross
Sales shall not include sales or excise taxes, or other taxes, added to the
selling price of any item or service collected from customers and given to
state or Federal governments. Any tax rebates received by Franchisee shall
be included in Gross Sales, however. Gross Sales also specifically include
any charged sales.
g) Franchisor Marketing Materials: Franchisor Marketing Materials are
all the advertising and promotional materials, including press releases,
signs, copy, concepts, brochures, social meadia or other information used
to advertise or market Franchisor's Business and given to franchisees for
the purposes of advertising, as well.
h) Operating Procedures: The minimum operating procedures as set out
in Annexure 2 as may be amended or updated from time to time, by the
Franchisor;

Clause 2 - LIMITED GRANT:

In consideration of the Franchisee paying the Franchisee Fee and
complying with the Operating Procedures, the Franchisor hereby grants a
franchise to the Franchisee for operating the New Franchisee Business for
the Term on the terms and conditions contained herein and the Franchisee
hereby accepts Such franchise. It is agreed by the Parties that the
Franchisee shall not have any right to further sub franchise the
operation of the New Franchisee Business.Franchisor hereby grants, and
Franchisee accepts under the terms and conditions of this Agreement, a
limited, non-transferable, exclusive license to use the Proprietary Marks
and the System to operate the New Franchisee Business in the Territory for
the Term.

Clause 3 - CONDITIONS PRECEDENT:

a) The Parties agree that this Agreement shall come into effect from the
date on which the conditions as set out below are satisfied by the
Franchisee to the satisfaction of the Franchisor (“Commencement Date”)
and shall be in force for the Term unless terminated earlier in accordance
with the provisions of this Agreement:
1. The franchisor shall provide Shawarma Cart, Business Operations,
StaffS and Manager, Raw materials like Raw Chicken, Mayonnaise, Koyla
Sauces, Chicken Kheema, Pita Breads, Branding Materials, Packaging
materials, Spices, Vegetables which will be chargeable. No credit will be
allotted in this.
 2. Once franchisee will complete the full payment of franchisee fees as per
the memorandum of understanding signed by both the parties the
Shawarma Cart will only be delivered.
3. Forth with upon the completion of all Conditions Precedent, the
Franchisee shall notify the Franchisor of the same, and shall furnish all
information and documents as may be required by the Franchisor
evidencing such completion. In the event the Franchisor is satisfied that the
Conditions Precedent have been duly completed, it shall so inform the
Franchisee within 7 days of the date of the receipt of the last of the
documents/information from the Franchisor.
4. In the event the Conditions Precedent are not fully complied with to the
satisfaction of the Franchisor by March 10, 2022 or within such extended
period as may be agreed to by the Franchisor in writing, the Franchisor
shall be entitled (but not obligated) to forthwith terminate this Agreement
without any liability whatsoever.

Clause 4 - RESERVED RIGHTS:

Franchisee hereby acknowledges and agrees that this Agreement shall in
no way mean that Franchisor's rights are limited with regard to Franchisor's
Business. Franchisor and its affiliates, parents, subsidiaries, or related
businesses hereby retain all rights to develop, operate, promote or
otherwise exploit the Business, the System, and the Proprietary Marks.
Franchisee additionally acknowledges and agrees that Franchisee is not
entitled to any exclusivity or other territorial rights, except as specifically
delineated in this Agreement.

Clause 5 - FEES:

Total Franchise Fee is Rs 6,00,000

a) Commitment Fee: The Initial Fee of Rs. 3,00,000 has been paid as follows:
At the time of signing memorandum of understanding through Cheque No.
_____________drawn on Bank
Branch dated (FIRST INSTALMENT)

b) Commitment Fee: The Fee of Rs. 3,00,000 must be paid before the
delivery of the crat, If failed on the committed may result in penalty fees
(Second Installment)

d) The Franchisee agrees and acknowledges that the Commitment Fee is a one-
time and non-refundable fee and shall not be refunded to the Franchisee under any
circumstances, including but not limited to termination of this Agreement.
e) If Franchisee fail to pay the Initial Fee or any portion of it, Franchisor shall
have the absolute right to declare this Agreement null and void and retain any
portion of the Initial Fee that Franchisee may have already paid. Franchisor
shall then have no additional obligations to Franchisee under this Agreement.
CLAUSE 6- GROSS SALES REPORT:
Franchisee shall report its Gross Sales to Franchisor accurately, on a
Monthly basis, or any other periodic time period specified by the
Franchisor, in any way that Franchisor requires.

Clause 7 - ADVERTISING:
a) Franchisee hereby agrees to use and prominently display the Franchisor
Marketing Materials and Proprietary Marks solely in connection with the
New Franchisee Business.
b) Franchisee agrees to the following guidelines for local advertising and
marketing purposes in connection with the New Franchisee Business: The
franchisor will deal with the section of advertising and the same will be
followed by providing digital marketing and marketing materials. The
franchisor may request reports regarding Franchisee's advertising
expenditure and activities, at Franchisor's sole and exclusive discretion.
c) Franchisee agrees not to advertise or market the New Franchisee
Business in any way which may disparage or detract from the reputation of
Franchisor.
d)If Franchisee has not received prior approval for any marketing
materials, Franchisee agrees to submit such materials to Franchisor for
approval, which Franchisor will approve or deny in a reasonable time
period.

Clause 8 - OPENING DATE:

Franchisor and Franchisee agree to estimated opening date of March 10,
2023(Opening Date). Notwithstanding the foregoing, Franchisee agrees not
to commence any operations for the New Franchisee Business until
Franchisor has approved the specifications of the business as adhering to
the terms and conditions of this Agreement.
Clause 9 - COMPLIANCE WITH OPERATING PROCEDURES:
Franchisor hereby agrees to comply with the following operating
standards: Franchisee shall maintain black, red and white color theme at
the place of business. The franchisee shall follow all the rules and
regulations regarding to maintenance of hygiene. Franchisee shall serve the
sold products in the packaging materials provided by the franchisor.
Franchisee hereby agrees to strictly comply with Franchisor's System. As
outlined by Franchisor to Franchisee. Such information will be given in the
form of a manual, training provided or other written document. Any failure
of Franchisee to comply with the System standards shall be grounds for
termination of this Agreement.

Clause 10 - TERM & TERMINATION:

The Term of this Agreement shall begin on the Commencement Date listed
at the end of this document and will end on the Expiration Date, as defined
below unless this is Agreement is terminated sooner as listed in this
provision and elsewhere within this Agreement. If the dates set forth at the
end of this document are different, this Agreement is to be considered
effective as of the date that both Parties have signed the agreement, which
may be the later date.

Clause 11- Expiration & Renewal :-

The Expiration Date shall be as follows: 10-03-2024. The franchisee shall
serve 30 days prior notice to the Franchisor for the renewal of franchisee.
The renewal fess for the same shall be charged as Rs.10,000/- (Rupees Ten
Thousand Only). If for any reason, Franchisee does not open the New
Franchisee Business by the Opening Date, Franchisor shall be entitled to
the following remedies, at Franchisor's sole and exclusive election:
a) Franchisor shall allow Franchisee additional time to open the New
Franchisee Business, leaving the Expiration Date as is; or
b) Franchisor shall require Franchisee to enter into a new Franchise
Agreement with a new Opening Date and possible new Expiration Date at
the sole and exclusive discretion of Franchisor. Franchisor shall have the
ability to terminate this Agreement for good cause, defined as any material
breach of this Agreement. Specifically, Franchisee acknowledges and
agrees that the following acts (considered a non-exhaustive list, not
including each specific material breach of this Agreement) shall be cause
for immediate termination:
c)Franchisor shall have the ability to terminate this Agreement for good
cause as follows
1. New Franchisee Business Menu Rates Alteration
2. Products sold which are not approved or provided by the Franchisor
3. Due on personal vendors and suppliers;
4. Unethical activities at the New Franchisee Business
5. Sale of inappropriate items at the New Franchisee Business
6. Franchisee's bankruptcy or insolvency;
7. Any levy made upon the New Franchisee Business;
8. The right to occupy the physical space of the New Franchisee Business
is lost or terminated in any way;
9. The franchisee is convicted of a felony or any criminal misconduct
related to the operation of the New Franchisee Business;
10. Franchisor discovers a material misrepresentation made by Franchisee
in connection with this Agreement;
11.Franchisee engages in any behaviour which would impair the
Franchisor's trademark, trade name, or any other commercially-valuable
intellectual property;
12.Franchisee behaves in any manner which would reflect poorly on the
reputation and goodwill of Franchisor or fails to act in a commercially
reasonable manner; or
13.Franchisee fails to pay any fees, costs, charges or other amounts due
under this Agreement.

The franchisee must be given written notice of termination in advance of

such termination and the notice must state the reasons for termination
clearly. The franchisee may also be given an opportunity to cure if the
termination is not being undertaken as a result of one of the good cause
reasons listed above.
Clause 12 - RIGHTS & OBLIGATIONS ON TERMINATION:
In the event this Agreement naturally expires or is terminated, Franchisee
hereby agrees to undertake the following acts In the event this Agreement
naturally expires or is terminated, Franchise hereby agrees to undertake the
Following acts:
a) Immediately cease to use the Proprietary Marks and the System for any
business and return any manuals, specifications, forms, memoranda,
training materials, advertising materials, instructions, and materials with
the Proprietary Marks listed on them to Franchisor; and
b) Remove any signs or advertisements which identify Franchisor or
Franchisor's business from the New Franchise Business and perform any
remodeling or redecoration which may be required by Franchisor to
distinguish it further from Franchisor's business.
c) Franchisor shall retain any and all fees and other monies paid pursuant
to this Agreement. Franchisor shall also have the ability, at Franchisor's
election, to purchase Franchisee's interest in any lease, physical space,
furniture, fixtures, equipment or other tangible assets. The purchase price
shall be the lesser of the
d) Franchisee's cost or the then fair market value of such tangible property,
as assessed by an independent appraiser.
e) If there are any fees owed to the Franchisor at the expiration or
termination of this Agreement, Franchisee shall pay them immediately. If
the termination is by reason of the Franchisee's breach or default, such
sums shall include any and all damages, costs, and expenses incurred by
Franchisor.
f) Franchisor shall retain all rights and remedies after the termination or
expiration of this Agreement. Furthermore, such expiration or termination
shall not release Franchisee of any of obligations to Franchisor at the time
of the expiration or termination nor terminate those obligations and
liabilities of Franchisee which, by their nature, survive the expiration or
termination of this Agreement.

Clause 13 - RENEWAL:
If Franchisee should like to renew the Parties' relationship at the end of its
Term, Franchisee shall provide If Franchisee should like to renew the
Parties' relationship at the end of its Term, Franchisee shall provide a
written request for renewal to Franchisor at least the following period prior
to the Expiration Date: 60 days. Such written document shall describe that
the particular request is for one additional Term as defined in this
Agreement.
Franchisee hereby acknowledges and agrees that the terms of any
agreement to renewal ("Renewal Agreement") may be substantially
different, including any royalty or franchise fees and any other terms at
Franchisor's sole and exclusive discretion. Despite meeting the above-
listed condition(s), Franchisee acknowledges and agrees that Franchisor
shall in no way be obligated to issue any Renewal Agreement to
Franchisee. If Franchisor decides, in Franchisor's sole and exclusive
discretion, that a Renewal Agreement shall be offered to Franchisee,
Franchisee shall execute such agreement in a timely manner. The Parties
acknowledge and agree that this Agreement confers no automatic right or
other rights to renewal, continuation, or a subsequent franchise agreement
on or after the Expiration Date and that Franchisor shall have no obligation
to continue any relationship with Franchisee after the Expiration Date. If
Franchisor elects not to renew, written notice must be provided to the
Franchisee at least 60 (Sixty days) in advance. If Franchisee enters into any
new lease or extends any lease for tenancy of the New Franchisee Business
extending beyond the Term, Franchisee acknowledges that Franchisee shall
be doing so at its own risk.

Clause 14 - FRANCHISOR'S OBLIGATIONS:

a) Prior to the Opening Date, Franchisor shall provide initial training for
Franchisee and portions of Franchisee's staff, in Franchisor's sole and
exclusive discretion. The franchisor is not obligated to train more than one
person, but may allow additional staff if Franchisor sees fit. Progress:
100% more than one person, out may allow additional star in Franchisor
sees it.
b) Prior to the Opening Date, Franchisee shall full fill all the purpose of
allowing Franchisee to become familiar with Franchisor's requirements.
c) Prior to the Opening Date, Franchisor shall inspect the New Franchisee
Business to determine that it reasonably conforms to the requirements of
Franchisor.
e) Franchisor shall provide certain pre-opening and opening assistance and
guidance to Franchisee, as Franchisor deems appropriate in Franchisor's
sole and exclusive discretion.
f) Franchisor shall provide Franchisee with advisory assistance from time
to time, including with the provision of information, data, manuals,
techniques, and possibly materials regarding the New Franchisee
Business and its operations.
g) The franchisor will visit the said franchisee outlet at will without any
intimation. The franchisor has right to check inventory as well as working
sessions of the outlet
Clause 15 - RELOCATION OR OUTSIDE SALES:
No part of this Agreement permits Franchisee any rights 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. If Franchisor occasionally agrees
to allow Franchisee to engage in business outside the Territory, this shall
be considered a waiver of the foregoing. Franchisor shall have specific
requirements applicable to any sales or services outside the Territory

Clause 16 - PROPRIETARY MARKS:

a) Franchisor's Retained Rights: Franchisee hereby acknowledges and
accepts that Franchisor is the owner of all right, title and interest in and to
the Proprietary Marks. As such, Franchisor agrees to indemnify and hold
Franchisee harmless against any claims that the Franchisee's use of the
Proprietary Marks infringes on the rights of any third party. In such a
scenario, Franchisee agrees to immediately notify Franchisor of the claim,
as well as cooperate to the maximum extent possible in Franchisor's
defense and/or settlement of the claim.
b) Franchisee's Use: In conjunction with other provision in this Agreement,
Franchisor hereby grants Franchisee a limited, non-exclusive, revocable
license to use, reproduce, publicly display, or distribute the Proprietary
Marks for the agreed-upon terms set forth in this Agreement. The
Proprietary Marks used for any purpose not directly related to these terms
must be with the express written permission of Franchisor and may include
the payment of additional fees unless otherwise agreed to in writing.
c) Franchisee agrees to use the Proprietary Marks in substantially the same
manner as used by Franchisor as part of the System, specifically as
follows: Franchisee shall display franchisors brand name "KOYLA
SHAWARMA AND ROLLS" on board in the prominent combination of
BLACK,RED AND WHITE. Franchisee may also be requested by
Franchisor to identify itself as a licensee or franchisee in a certain
manner and must do so.
d) Franchisee may not assign, transfer, sublicense, or otherwise allow any
other person or business to use any of the Proprietary Marks and may not
hold itself out as an agent of Franchisor through the use of the
Proprietary Marks.
e) Franchisee will not use, display, or apply for registration with or
register with any local, state, or Federal government any names or
marks that are similar to any of the Proprietary Marks, in
Franchisor's sole and exclusive discretion.
f) Franchisee hereby agrees to comply with all of Franchisor's instructions
regarding any required filings for fictitious or business names, as well as
execute and maintain any necessary paperwork to run the New Franchisee
Business and use the Proprietary Marks.
g) If any litigation ensues or is threatened regarding the Proprietary Marks
against Franchisee, Franchisee shall immediately notify Franchisor in
writing and cooperate fully in Franchisor's defense or settlement of the
claim. Franchisee agrees not to institute any litigation or make any demand
or serve any notice of any legal action without first obtaining the written
prior consent of Franchisor. The franchisor has the right to bring such
action and to join Franchisee.
h) Franchisee agrees that Franchisor and any affiliates are the owners of all
right, title, and interest in and to the Proprietary Marks, as well as the
goodwill associated with such marks, and that such marks are valid to
identify the Franchisor's Business and System, as well as those additional
franchisees who operate using the System.
i) The franchisor may, at Franchisor's sole and exclusive discretion,
replace, add, delete or otherwise modify the Proprietary Marks. If
Franchisor takes any such action, Franchisee hereby agrees to accept
the new Proprietary Marks and bear the cost of confirming the New
Franchisee Business for the new Proprietary Marks.
j) Franchisee agrees, now and hereafter, not to attack the ownership, title or
rights of Franchisor or Franchisor's affiliates in any of the Proprietary
Marks, contest the validity of any of the Proprietary Marks, take any action
which could jeopardize or infringe upon the Proprietary Marks or misuse
the Proprietary Marks in any way.
k) Franchisee acknowledges and agrees that Franchisee has no ownership
interest in any of the
Proprietary Marks, the System, or any other intellectual property belonging
to Franchisor and/or Franchisor's affiliates, and that any license granted
hereunder is non-exclusive and shall be in effect only for the term of this
Agreement and Franchisee's relationship with Franchisor. Franchisee further
acknowledges and agrees that Franchisee is not owed any intellectual
property rights by Franchisor and that this license is revocable at any time.
l)Franchisee may not use any other marks in connection with any of the
Proprietary Marks, unless Franchisee has received specific prior written
approval from Franchisor.
Clause 17 - QUALITY CONTROL:
The franchisor shall have the unconditional right to inspect the New
Franchisee Business to assure quality control. The franchisor may send
representatives from time to time, for the purposes of observation,
examination, and evaluation. The franchisor may, at its sole discretion,
send Franchisee an inspection report, and demand that Franchisee
immediately complies with any and all deficiencies or unsatisfactory
conditions. If Franchisee fails to correct any deficiency within the time
period written on the inspection report or communicated by Franchisor,
Franchisor shall have the right to implement a required fee for Franchisee
or terminate this agreement, as Franchisor may see fit.

Clause 18 - FORCE MAJEURE:

Neither Party is liable for any failure to perform due to causes beyond its
reasonable control /including, but not limited to, acts of God, acts of civil
authorities, acts of military authorities, riots, embargoes, acts of nature and
natural disasters, pandemics and other acts which may be due to
unforeseen circumstances.

Clause 19 - INDEMNITY:
Each Party (Indemnifying Party) hereby agrees to indemnify and hold the
other Party harmless from all damages, costs, attorney's fees or other losses
arising out of or relating to the breach of this Franchise Agreement by the
Indemnifying Party.

Clause 20 - SEVERABILITY:
If any provision of this Franchise Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision thereof,
and this Franchise Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein. Any invalid
or unenforceable provision of this Franchise Agreement shall be replaced
with a provision that is valid and enforceable and most nearly provision
thereof, and this Franchise Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. Any
invalid or unenforceable provision of this Franchise Agreement shall be
replaced with a provision that is valid and enforceable and most nearly
gives effect to the original intent of the invalid/unenforceable provision.
Clause 21 - ENTIRE AGREEMENT:
This Franchise Agreement along with the following document:
Memorandum Of Understanding dated March 2023 between the Parties
constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or
obligations between the Parties with respect to the subject matter hereof.

Clause 22 - NO OTHER RIGHTS GRANTED:

Nothing in this Agreement is intended to grant any rights under any patent,
copyright or other intellectual property rights of any Party in favor of the
other, nor shall this Agreement be construed to grant any Party any rights
in or to the other Party's Confidential Information, except the limited right
to use such Confidential Information in connection with the proposed
relationship between the parties. The Receiving Party shall not receive any
intellectual property rights in the Confidential Information other than a
limited right to use the Confidential Information for the purposes specified
in this Agreement. All intellectual property rights shall continue to vest
with the Disclosing Party. The Disclosing Party shall retain all title,
interest and rights and all intellectual property and proprietary rights in the
Confidential Information. No license under any trademark, patent or
copyright, or application for same which are now or thereafter may be
obtained by Disclosing Party is either granted or implied by the conveying
of confidential information. The Receiving Party shall not conceal, alter,
obliterate, mutilate, deface or otherwise interfere with any trademark,
trademark notice, copyright notice, confidentiality notice or any notice of
any other proprietary right of the Disclosing Party on any copy of the
Confidential Information, and shall reproduce any such mark or notice on
all copies of such Confidential Information. Likewise, the Receiving Party
shall not add progress:100% mark or announce on an copies or such
connuenuannormation likewise, or emboss its own or any other mark,
symbol or logo on such Confidential Information.

Clause 23 - AMENDMENTS:
Any change, alteration, amendment, or modification to this Franchise
Agreement must be in writing and signed by authorized representatives of
both Parties.
Clause 24- DISPUTE RESOLUTION:
Any dispute(s) arising out of this Agreement shall, as far as possible, be
settled amicably between the Parties hereto failing which the following
shall apply:
a) Any dispute under this Agreement shall be referred to arbitration by a
sole arbitrator to be appointed jointly by the Parties.
b) The arbitration proceedings shall be held in Thane, Maharashtra in
accordance with the provisions of the Arbitration and Conciliation Act,
1996 or any statutory re-enactment or modification thereof for the time
being in force.
c) The Parties agree that the arbitration award shall be final and may be
enforced as a decree.
d) The Parties further agree that subject to the above only the competent
courts at Thane, Maharashtra shall have jurisdiction in all matters arising
hereunder.
e)The Parties further agree to keep the arbitration proceedings and the
arbitral award confidential.
f) If either Party employs attorneys to enforce any rights arising out of or
relating to this Agreement, the prevailing Party shall be entitled to recover
reasonable costs and attorneys' fees.

Clause 25 - INDEPENDENT PARTIES:

The Parties hereby acknowledge and agree that nothing in this Agreement
shall be deemed to constitute a partnership, joint venture, agency
relationship or otherwise between the Parties. The Franchisee shall be
considered an independent contractor for the Franchisor. This Agreement
is for the sole and express purpose of that independent contractor
relationship for the opening and operation of the New Franchisee Business
under the terms and conditions herein.

Clause 26 - EXCLUSIVITY:
For a period of 1 years, the Parties shall not enter into discussions with
third parties for transactions which are similar to the Proposed Transaction.

Clause 27 - ASSIGNMENT:
This Agreement shall not be assignable by any Party without the prior
written consent of the other Party.
Clause 28 - ROYALTY:

a) The Franchisee is Liable to pay 10% royalty of total profit every month to
the franchisor
b) The Franchisor has total rights to monitor the income and payments of the
particular Outlet received through any means.
c) The Franchisee has to bill each and every product sold through the Outlet
on the POS software provided by the Franchisor
d) Delay of payments (Royalty) will result in termination of the agreement and
adjacent of operations

Clause 29 - PENALTY:

a) The Franchisor can every time impose a fine of Rs1200/- on the franchise
for not following the instructions provided.
b) The Franchisee has to bill each and every product sold through the Outlet
on the POS software provided by the Franchisor if failed, penalty of Rs70 will
be charged on every bill
IN WITNESS WHEREOF the parties hereto have set and subscribed their

respective hands and seals the day and year first herein above written.

SIGNED AND DELIVERED by the Franchisor:

NABIL NAZIR AHMED SHAIKH
(PROPRIETOR)
Room No 1, C-12, Shamshad Nagar C H S L
Old Mumbai Pune Road, Mumbra,
Thane 400 612

In the presence of….

1.

SIGNED AND DELIVERED by the Franchisee

Bismillah ENTERPRISES THROUGH

In the presence of….

1.