Franchise Agreement

GRMG/DD/MM/YYYY

The Franchisor: GRM GOLD (INDIA) LIMITED

And

The Franchisee:

Date:

Copy Right M/s.GRM GOLD INDIA LIMITED. 2012.

Contents Date Parties Definitions 1 Summary of agreement;

License Arrangement; Training, Development and Information; Relationship of Parties; Franchisors conditions of supply; Franchisors warranties; Restrictions on Franchisees Sales; Minimum Sale Requirements; Franchisees Marketing Obligations; Payment terms; Inspection by Franchisor; Duration and termination; Matters after termination; Confidentiality; Intellectual Property; Franchisors limitation of liability; Contract is divisible; Notices and service; Force majeure; Government Approvals; Dispute resolution Waiver Jurisdiction

Copy Right M/s.GRM GOLD INDIA LIMITED. 2012.

GRM GOLD/DAY/MONTH/../ 2012 Franchise Agreement This agreement is dated: DD/MM/YYYY

It is made between M/s. GRM GOLD INDIA LIMITED. Reg.Office: GRM Bulding No.85-150/31/1A,PlotNo.31,Road No.4, Mallikarjun Nagar Coloney, Old Bowenpally, SECUNDERABAD-500 011. A.P. INDIA., Represented by its authorized signatory Mr.P.Sudharshan Age 62, Herein after called as a Franchisor And M/s .Sri ..S/O, .A.P. Herein after called as Franchisee Definitions: These definitions apply unless the context requires a different interpretation: Confidential Information means all information about a party to this agreement. It includes among other things: information about staff, their personal contact information, and businesses, methods of doing business, future plans, policies, suppliers and customers. It includes information about suppliers agents Distributors and customers.

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"Intellectual Property"

means Intellectual Property of every sort, whether or not registered or remittable in any country, including Intellectual Property of kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, so far only as they are applicable to the Products.

Products

means : metal shall mean Gold coins, Silver coins, gold articles and items of gold jeweler which have been offered for sale by the Seller on this Website www.grmgoldindia.com this Website and Product(s) listed therein may be amended by the Seller from time to time at its sole discretion] and that as part of the designs offered on this /SELLERS Website the items of gold jewellery may or may not be encrusted with/embedded with/have strings of as applicable - diamonds, precious stones, semi-precious stones, pearls, beads, Kundan, meena/meenakari or coated/electroplated with precious metals or alloys or artistically made to give an antique look or colored artistically etc. as per the description of each of item given in the Website/broacher.
means whole of Secunderabad. means the prices at which the Franchisor will supply the Products to the Franchisee.

Territory Price / Prices

Following are the agreed terms: 1 Summary of agreement 1.1 1.2 The Franchisor is manufacturing Gold Coins, Silver Coins, Gold and Diamond jewellery articles and has acquired a reputation in the said trade. The said product is also very convenient and suitable to Indian Conditions and the Franchisor intends to extend its area of operation by entering into Indian market. The present policy of the Government of India is also favorable to make investment in this business. After prolonged negotiations and discussions the Franchisor has now agreed to appoint the Franchisee to assemble and/or sale of said Gold Coins, Silver Coins and Gold and Silver Jewellery ___________ area Hyderabad. On the terms and conditions recorded herein.
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1.3 1.4

1.5

That the Franchisee agreed to invest Rs.___________________ towards Franchisee agreement which contains 80% amount towards initial stock, and 20% as additional security deposit.

2.

License Arrangement: The Franchisor hereby grants license or permission to sell the product throughout the territory of ______________ Area is being the territory referred to in Article 1(3) and defined in Schedule 1 of the Constitution of India.

That the Franchisee will simply sell the ready product which is supplied by the Franchisor, in ready condition. The Franchisor shall also grant license to the Franchisee to use the trademarks of the Franchisor duly registered under the laws of Indian Companies Act 1956. The Franchisee will be entitled to get the trademarks registered under the Indian Trade Marks Act in the name of the Franchisor or as in the name of Franchisee as Licensee of the Franchisor. The Franchisor will Supply the products to the Franchisee such number of products, to the Franchisee may require from time to time. And the Franchisee needs to deposit necessary security deposit with the Franchisor against the product supplied by the Franchisor.

3.

Training, Development and Information: The Franchisor undertakes to give training and information regarding the whole process product knowledge and business plan. The Franchisor will not be responsible for the expenses of the employees of the Franchisee on account of traveling, boarding, lodging and / or emoluments according to the service conditions of the Franchisee. The training and development of the employees of the Franchisee will be governed by the confidentiality clause in the instant agreement; The Franchisor will also make available to the Franchisee, know-how and other information, technical knowledge, policy and methods adopted by the Franchisor in effecting manufacture and sales of the product;

Relationship of Parties 4.1 The Franchisor and the Franchisee are independent contractors, and this
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agreement creates nothing more than a franchisee and franchiser relationship between them. 4.2 The arrangement created by this agreement is exclusive and the Franchisor will not appoint additional Representatives within the defined Territory until and unless the franchisee is take care all the product delivery, and keep increase necessary deposit with the Franchisor as he required the product in his territory.

4.3

All conditions, warranties and other terms implied by the Indian law permits.

Franchisors conditions of supply 5.1 The Franchisor will fix the price of the Products from time to time and sell the same to the Franchisee at the Prices prevailing at the time of dispatch. The Franchisor may increase the Prices at any time upon giving one month notice to the Franchisee. The Franchisor will use its best endeavors to supply the Products to the Franchisee within 3 weeks of receipt and 100% advance of order from the Franchisee; The Franchisor may from time to time change any specification relating to any of the Products or to the range of Products offered for sale without reference to the Franchisee. The Franchisee will market the Products in a way and at prices duly approved by the Franchisor.

5.2

5.4

5.6

5.7

Franchisors warranties: The Franchisor hereby warrants to the Franchisee that 6.1 6.2 The Products will comply with any agreed specification; It will not sell the said product in Warangal, directly or through any other agency.

Restrictions on Franchisees sales The Franchisee agrees that it will not: 7.1 supply the Products to any other Person in the Territory as an agent for resale.
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7.3

Appoint any other Person as agent for the Products in the Territory without the express written permission of the Franchisor. Be involved in any way in the manufacture or distribution in the Territory of any Product which compete with the Products. Sell the Products outside Hyderabad / Secunderabad.

7.4

7.5 8

Minimum sale requirements The Franchisee guarantees sale of 200 coins of each 10 grams of products every month failing which the Franchisor will have an option to terminate this agreement. Or can appoint a Franchise in the territory.

Franchisees marketing obligations 9.1 The Franchisee is solely responsible for obtaining and complying with all regulations of the Government of India or any State in India and other authorities relating in any way to the importation, marketing and sale of the Products within the Territory. The Franchisee will be solely responsible for payment of all costs and expenses in respect of the importation and sale of the Products in the Territory, including costs of, amongst others, transportation, insurance, import duty etc. The Franchisee will be responsible to provide an after sales service for customers in accordance with the procedures separately set out by the Franchisor. The Franchisee will obtain and comply with all legal requirements of the Government of India and / or any State in India and other authorities for assembling, storage and sale of Products from time to time;

9.2

9.3

9.4

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Payment terms 10.1 All payments will be in Indian rupees and the Franchisee shall give all reasonable assistance to Franchisor in making remittance to Franchisor from his territory from time to time. That the Franchisee should pay 100% in advance along with product order

10.2 OR

10.1 All sales to the Franchisee will be in Indian currency duly supplied against the payments in advance in favor of M/s. GRM GOLD INDIA LIMITED. Payable at Secunderabad. That the Franchisor Agreed 10.2 That the Franchisor is eligible to get paid @ 1% commission on CDPP (Cash Down Payment Plan) sales and 2% commission on INPP (
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Installment Payment Plan) his/her franchise.

sales on business / deliveries done through

10.3 That the Franchisee agreed to invest Rs.___________________ 80% amount towards initial stock of the Gold Coins / Silver Coins. And 20% additional security deposit with the Company. 10.4 That the Franchisor will deliver the initial stock after 3 weeks on receipt of initial payment made by the Franchisee.

10.5 In the event of the Franchisee cancellation the security deposit will be paid after 90 days from the date of cancellation / termination of the franchisee. 10.6 That the Franchisee assured 18% p.a returns on the initial stock kept by the franchisee. 10.7 The 18% returns include Franchisee commissions, and Gold appreciation. 10.8 If that the franchisee commissions and gold appreciation does not meet to 18% p.a, the remaining loss / adjustment will be compensated by the Franchisor to full fill the 18% return on initial stock. 11 Inspection by Franchisor 11.1The Franchisor will be entitled to send its representatives / authorized persons at its own expenses from time to time to his/her Franchise for inspection. OR 11.1 One representative of the Franchisor will be stationed at the office premises of the Franchisee to oversee the business activities and sale of the Products and matters incidental thereto that are subject matter of the instant Franchise Agreement. The Franchisee will bear the cost of emoluments, lodging, boarding, traveling and other expenses incidental to the deputation of the Franchisors representative at the premises of the Franchisee. Prices of products will be Free On Board and accordingly the Franchisee will be responsible for payment of Shipping and Insurance charges.

11.2

11.3

12 Stock Maintenance ( Gold + Silver + any precious metals or diamonds ) 12.1 That the franchise is only custodian of the said stock time to time given by the company.

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12.2 That the company will be the absolute ownership rights on the stock maintained by the Franchisee. 12.3 At time of withdrawal or cancellation of the franchisee the franchisor should surrender / handover all the available stock gold / silver / diamonds to the franchisor. Stock cannot be adjusted against any deposits stipulated in this agreement. That the stock is remain property of the company. 12.4 That the Franchisee is only custodian / safe guarder / protector of the said stock. 12.5 The Franchisee shall take care the Locker facility for safe keeping the Stock. The Franchisee shall take all the necessary steps for safeguarding the stock. 12.6 That the franchiser should maintain the stock always in good and safe custody, he / she will be the fully and solely responsible for any consequences, like theft or damage of the said stock as long as in his custody. 12.7 That the franchisee should not alter or tamper the labels / packing or seal of the stock. It should be always in the same sealed packing as supplied by the franchisor. 12.8 That the franchisee needs to increase necessary stock as per the requirement of the day to day sales. If his available stock is not sufficient to meet the regular sales, he has to increase the stock, and keep increase necessary deposit with the Franchisor. 12.9 That the franchisee shall not authorize to sell any stock without Franchisor /companys permission/ invoice/ notice/ knowledge. 12.10 That the franchisee shall not authorize to pledge or mortgage or raise the loan by using the stock. It is absolutely Franchisors / companys property. 13 Duration and termination This agreement becomes effective and continues until terminated by the Franchisor by giving one months notice to Franchisee in writing in any of the following events: 13.1 13.2 If the Franchisor stops selling of products for any reason; or If the Franchisee commits breach of any term of this agreement;

13.3 If the Franchisee fails to pay any sum due within next working day of the due date; or

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13.3 If the Franchisee is ordered to be wound up by Court or goes into voluntary liquidation; 13.4 If the Franchisor is not satisfied with the performance by Franchisee.

13.5 If the Franchisee activities are damaging to the Franchisors Reputation or business directly or indirectly. 14 Matters after termination Upon termination of this agreement for whatever reason, the following terms shall have effect: 14.1 The Franchisor will continue to supply to the Franchisee such Products as were ordered by the Franchisee before the date of termination; and 14.2 The Franchisee will be entitled to purchase, take delivery and sell the products on or before the date of such termination; 14.3 The Franchisee will not be entitled to make use of any trade marks of the Franchisor and if the trade marks or any of them is registered under the Indian law the Franchisee will get the same cancelled according to law. 14.4 All Intellectual Property rights and licenses granted to the Franchisee in this agreement shall immediately terminate, except that the Franchisee may continue to use such rights as are reasonably necessary to enable them to sell the balance of stock of the Products.

14.5 Invoices for Products ordered before termination shall become payable immediately upon submission; 14.6 The Franchisee shall have no claim against the Franchisor for compensation for loss of the franchisee rights on the termination of this Agreement; 14.7 All claims or actions that one party has against the other shall remain intact despite termination;

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Confidentiality 15.1 The parties are aware that in the course of their conduct under this agreement they will have access to and be entrusted with Confidential Information of the other. Confidential Information of the Franchisor may be disclosed by the Franchisee to any customer or prospective customer only to such extent as is necessary for the purposes of this agreement.
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15.3

Subject to the previous sub-paragraph, the parties hereby undertake for themselves and every employee or sub-contractor whose services they may use:

15.3.1 That they will not divulge to any Person or otherwise make use of (and shall use their best endeavors to prevent the publication or disclosure of Confidential Information; and in any event 15.3.2 That they will explain to all relevant employees agents and sub-contractors about the provisions of this paragraph and will take appropriate steps to ensure compliance with these provisions by their employees agents and sub-contractors. 15.4 At all times before and after the termination of this agreement, the Franchisee will not use the Confidential Information of the Franchisor for any purpose other than the performance of his obligations under this agreement.

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Intellectual Property 16.1 The Franchisor hereby authorizes the Franchisee to use the Intellectual Property in connection with the promotion marketing and sale of the Products; The Franchisee agrees that they will not: 16.2.1 Interfere with any of the Products or its packaging; 16.2.2 Change or remove any means of identification used on or in relation to the Products; 16.2.3 Use any of the Intellectual Property in any way, which might prejudice its distinctiveness or its value; 16.2.4 Use any trademark of their own in connection with the marketing of the Products without the prior written consent of the Franchisor. 16.3 The Franchisee agrees to inform the Franchisor if at any time they discover or suspect any infringement of the Intellectual Property rights of the Franchisor in the Territory. The Franchisee agrees to assist the Franchisor in maintaining the validity and enforceability of the Intellectual Property rights. The Franchisee acknowledges that the Intellectual Property rights of the Franchisor shall not under any circumstances be transferred to or shared by the Franchisee and that accordingly the Franchisee shall acquire no rights in respect of them.
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16.2

16.4

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Franchisors limitation of liability 17.1 In the event of any breach of express or implied warranty with respect to the Products, the Franchisors liability shall be limited to either:

17.1.1 Replacement of the Products in question; or 17.1.2 Repayment of the price; 17.2 The Franchisors entire no liability in respect of any damages / loss of the products after delivery to the Franchisee. 17.3 The Franchisor shall not be liable to the Franchisee in respect of loss of profits, goodwill or any type of special, indirect or consequential loss or damage suffered by the Franchisee as a result of an action brought by a third party. The Franchisor shall not be liable to the Franchisee for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

17.4

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Contract is divisible Each sub paragraph in this agreement is independent and severable from each other paragraph and therefore separately enforceable. If any restriction is unenforceable for any reason but would be enforceable if part of the wording were deleted, it will apply with such deletions as may be necessary to make it valid and enforceable.

19

Notices and service Any notice required to be given by any party hereto to the other under this agreement or in law will be sent by registered post or electronic transmission at the address hereinabove mentioned.

20

Force measured 20.1 Neither party shall be liable for any breach of his obligations resulting from causes beyond his reasonable control including act of God, fire, natural disaster, war or military hostilities and strikes of employees, and the date of delivery of the goods / payment shall be extended to the extent of any delay resulting from such force measure event. In such a situation: 20.1.1 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force measure and such notice to contain details of the circumstances giving rise to it.
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20.2 If a default due to force measure shall continue for more than four weeks then the party not in default shall be entitled to terminate this agreement. 20.3 Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force measure.

21

Government Approvals This agreement is subject to approval of the Government of India and other authorities under the Arbitration act, 1996 or any other Act and shall be effective and binding on the party only on the grant of all such approvals. If any approval is refused the agreement shall be treated as non-existing.

22 22.1

Office Arrangements That the Franchise should arrange themselves necessary office minimum of 600 sft area in any prime location, necessary furniture, computers and electrical equipment etc. That the Franchise should bare their office rent, electricity bill, municipal tax, property tax etc. That the Franchise should submit office location map, ownership documents / if its rented, rental agreement in favor of Franchise. That the Franchise/company will provide one staff for looking after the sales co ordination, the remuneration also will be provided by the company/Franchise.

22.2

22.3

22.4

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Dispute Resolution In the event of a dispute arising out of or in connection with the terms of this Agreement, then they agree to attempt to settle the dispute by engaging in good faith with each other in a process of mediation before commencing arbitration or litigation. The arbitration proceedings, if at all commenced, will be governed by the Arbitration and Conciliation Act, 1996.

23

Waiver The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

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Jurisdiction
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Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Secunderabad city, A.P, India. Signed by P.Sudharshan , duly authorized for the Franchisor: For GRM Gold (India) Limited.

P.Sudharshan Authorised Signatory

Witness to signature:

1.Name: Address 2. Name. Address:

Signed on behalf of

For GRM GOLD INDIA LIMITED.

P.Sudharshan Authorised Signatory

Signatures Of The Franchisee

1.

2.

Witness signature:

1.Name: Address 2. Name. Address:

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