FRANCHISE AGREEMENT

This Franchise Agreement, hereinafter referred to as Agreement is entered into at Mathikere

on 26th of February by and between the following parties:

Amith Sinha , S/o Ashok Sinha aged about 42 years, residing at 933, 2nd Main Rd, Chola
Nagar, Cholanayakanahalli, Hebbal, Bengaluru, Karnataka 560032 owner of the brand and
brand name “, Naturals Icecream” (hereinafter referred to as “FRANCHISOR” (which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean
and include his successors and assigns) of the ONE PART;

And

Ramesh Agarwal S/o Dhiman Agarwal , aged about 34 years, and residing at No 6,8th cross
,AG’s layout Mathikere,MSR nagar Bangalore Karnataka 560054 (Hereinafter called the
“FRANCHISEE", which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include his successors and assigns) of the OTHER PART.

The Franchisor and the Franchisee are hereinafter individually referred to as “Party” and
jointly referred to as the “Parties”.

WHEREAS the Franchisor has developed and owns a distinctive system related to the
establishment and operation of the Ice cream Shop including sales and marketing under the
brand name “Naturals Icecream” and its allied products and services as maybe designated
from time to time.

WHEREAS the Franchisee has approached the Franchisor to obtain a license to use
Franchisor’s system and brand name in order to run the business as per Franchisor’s
guidelines.

WHEREAS the Franchisor accepts and allows Franchisee to operate the business according
to certain terms and conditions as defined herein, under the Franchisor’s brand name
“Naturals Icecream”.

WHEREAS the franchise includes unique elements of the business, including but not limited
to specifications, techniques, training methods, products, production methods, operating
methods, designs, colour schemes, furnishings, marketing materials, etc.

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 at the premises of ………………(Address) according to
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:
1.GRANT OF FRANCHISE:

The franchisor, hereinafter referred to as “Natural Ice cream,” grants the franchisee,
hereinafter referred to as “Franchisee,” the exclusive right to operate a “Natural Icecream”
store within the geographical area of JB Nagar Hyderabad. This includes [Specify any
relevant details
The initial term of this agreement shall be 20 years, commencing on 02.04.2024. The
Franchisee may have the option to renew this agreement for additional terms, subject to
mutual agreement between the parties and compliance with renewal conditions outlined
herein.

2.FRANCHISE FEE:

The Franchisee shall pay an initial franchise fee of 20,000(Rupees twenty thousans )upon
signing this agreement. This fee grants the Franchisee the right to use the ‘Natural Icecream'
brand, receive initial training, and access other support services provided by the franchisor.
The Franchisee agrees to pay Franchisor’s a royalty fee equal to 15% of gross sales on
monthly basis for the duration of this agreement.

3. TRAINING AND SUPPORT:

The Franchisor will provide following types of training program to franchisee

● Operational Training: Comprehensive training on all aspects of running the

franchise, including daily operations, inventory management, and equipment usage.

● Product Knowledge: In-depth education on the products or services offered,

including ingredients, features, and benefits, to ensure staff can effectively
communicate with customers.

● Customer Service Training: Training modules focused on delivering exceptional

customer experiences, handling inquiries, resolving complaints, and building
customer loyalty.

● Marketing Assistance: Providing guidance and resources to develop and implement

local marketing strategies, including social media campaigns, email marketing, and
promotional events.
● Advertising Materials: Supplying branded marketing materials such as posters,
banners, flyers, and digital assets to support franchisee advertising efforts.
 ● Operational Guidance: Offering ongoing support and advice on operational
challenges, updates on industry trends, and best practices to optimize business
performance and efficiency.

4. OPERATIONS AND STANDARDS:

a) The Franchisee agrees to adhere to ‘Naturals Icecream's' standards and specifications for
store operations, encompassing store layout, signage, and employee uniforms, as outlined in
the ‘Natural Ice cream' Operations Manual.
b) The Franchisee shall maintain the quality of products and services in accordance with
Xxxxx’s standards, including the use of approved suppliers for fitness equipment and
adherence to quality assurance protocols.

5. INTELLECTUAL PROPERTY:

All Intellectual Property materials shall belong exclusively to theFranchisor;The Franchisee

shall, upon the request of the Franchisor and/or upon Termination of this Agreement, deliver
promptly to the Franchisor the Records and materials, if such requested by the Franchisor;
6. Renewal and Termination:
The Franchisee may renew this agreement upon meeting performance metrics and
compliance with the terms outlined herein, subject to negotiation between the parties.
Either party may terminate this agreement in the event of material breach, financial
insolvency, or failure to meet performance standards, as detailed in the Franchise Agreement.
7. INSURANCE AND INDEMNIFICATION:

The Franchisee shall maintain adequate insurance coverage, including liability and property
insurance, as specified by Insurance company.
Each party shall indemnify and hold harmless the other party from any legal claims or losses
arising out of the operation of the franchised store, except where such claims or losses result
from the other party’s negligence or misconduct.

8. CONFIDENTIALITY AND NON-COMPETE:

The Franchisee shall maintain the confidentiality of Franchisor's proprietary information and
trade secrets, refraining from unauthorized disclosure or use thereof.
During the term of this agreement and for a period of 3 months thereafter, the Franchisee s
equipment stores within the state of Hyderabad.

9. DISPUTE RESOLUTION:

If any dispute or difference arising out of or in relation to this Agreement is not resolved
within a period of 30 (thirty) days from receipt of written notice of the same, then such
dispute or difference shall be referred to arbitration in accordance with the Arbitration and
Conciliation Act, 1996. Each Party shall appoint one arbitrator and the two arbitrators so
appointed shall appoint a third arbitrator. The place of arbitration and the seat of arbitral
proceedings shall be JB Nagar in the State of Hyderabad, India.
10. MISCELLANEOUS PROVISIONS:

Force Majeure: In the event of unforeseen circumstances beyond the control of either party,
including but not limited to natural disasters or acts of God, neither party shall be held liable
for any failure or delay in performance under this agreement.
Amendments: Any amendments to this agreement must be made in writing and signed by
both parties, with such amendments becoming effective upon mutual agreement.
Regulatory Compliance: The Franchisee shall comply with all applicable laws, regulations,
and industry standards governing the operation of fitness equipment retail stores.
In witness whereof, the parties hereto have executed this Franchise Agreement on the date
first above written.

IN WITNESS HEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE

DULY EXECUTED AND DELIVERED, ON THE DATE INDICATED FIRST ABOVE
WRITTEN.

……………………………………………… ………………………………………
Franchisor Franchisee

In the presence of: In the presence of:

(Signature) (Signature)

Name: Name:

Address: Address: