Pallitathy Kendra HUB and Infolady Franchise Agreement (Draft)

This franchise agreement is hereby executed in July, 2011 to be effective as of June, 2011.
Between
Fair price International, 3, Adorsho Chayaneer, Ring Road, Shyamoli, Adabor, Dhaka-1207 registered in Dhaka, Bangladesh hereinafter referred to as the “Franchisor” of one part.
And
ARBAN a NGO of Purbodhala, Netrokona registered in Netrokona, Bangladesh hereinafter referred to as the “Franchisee” of other part.
Franchisor and Franchisee agree as follows:
1. The Franchise

Franchisor has expended time, skill, effort and money for the establishment and operation of Franchise businesses under the trademark “Info Lady” (the “Franchise”) which is coordinated through Pallitathy Kendra HUB of Franchisee. The distinguishing characteristics of the Franchise include: a specially designed facility, necessary equipment, content and guideline for providing services, interior & exterior accessories, operation, management and use of the service mark “Info Lady” & coordinating center Pallitathy Kendra HUB which is registered at Trademark Registry, Dhaka, Bangladesh to identify at the public as the source of services. All Franchise must be developed and operated as per Franchisor specifications and standards. Franchisor may create standards of high quality supplies, detailed manuals for describing and providing instruction about the every aspect of the Franchise business operations, accounting & bookkeeping system of the Franchise business, training for capacity development, advertising and promotional programs and all improvements to the Franchise that Franchisor may make from time to time.

2. Authorization and Fees

2.1 Authorization: Franchisor authorizes the right and Franchisee accepts the obligation to establish and operate a Franchised Business in the following locations, according to the terms of this Agreement.
1.
2.

2.2 Franchise Fees: Franchisee shall pay Franchisor for franchise fee amounting Tk. 1,00,000/- (One Lac Only) for every year within the tenth (10TH) day of a year. Franchisee acknowledges that the franchise fee is paid in consideration of the authorization described in section 2.1, the administrative and management expenses incurred by Franchisor, and the costs of assisting franchisee in approving a suitable site and approving any renovation of the Franchised business premises and providing expertise for the training of franchisee in all aspects the franchised business operation, and on-going assistance & support.

2.3 Advertising and Promotion Fee: Franchisee shall pay to Franchisor a monthly advertising fee amounting Tk. 10,000/- (Ten Thousand Only). This fee will be collected and maintained by Franchisor for the sole use in advertising and promotion, communication and marketing of Pallitathy Kedra HUB and Infolady Franchise network. Franchisor shall not accountable to Franchisee or others for using this fund.

2.4 Due Dates: Franchisee shall make all payments due under Section 2.2 and 2.3 as soon as the funds become available but no later than by the tenth (10th) day of current year and the following month respectively. Franchisee shall make such payments either in cheque, by T.T or any other mode of payment (as may be required/ specified by the Franchisor) to Franchisor’s designated bank account, and shall pay any deposit or other transaction costs related to each payment.

2.4 Late Payment: Any payment not made to Franchisor or deposited into Franchisor’s bank account by due day will be regarded as overdue. Franchisee shall pay upon demand by Franchisor any overdue amounts and interest on the overdue amount from the date it was due until the date it is paid, at the rate of three percent (3%) per day.

3. Duties and Assistance Provided to Franchisee by Franchisor
3.1 Site approval
3.2 Assistance in procuring the equipment and supplies
3.3 MIS and AIS system development
3.4 Specifications for interior design, fixtures and furnishings
3.5 Training
3.6 Advice and assistance in advertising programs
3.7 On-going consultation regarding the operation

4. Site Approval and Set up & Renovation:

4.1 Franchisee shall operate the Franchise Business only at following site/sites (i.e. Sub-district/ Sub-districts);
1.
2.

4.2 Franchisee shall set up Pallitathy Kendra HUB for each site (Sub-district) as per specifications of Franchisor.

4.3 Franchisee shall assign an Infolady for each ward of each Union/pourashava of approved site/sites (i.e. Sub-district/ Sub-districts) as per mentioned qualification in Franchise operation and management Manual through written agreement which is instructed by Franchisor.

4.4 Franchisee shall renovate, construct and equip the Franchised Business premises at the Franchisee’s expense in a manner satisfactory to Franchisor, including the installation of materials (New equipment, furnishings, fixtures and decor where appropriate) to reflect the current standards of the Franchise. Before commencing any such renovation or construction of the franchise Business premises, Franchisor shall approve Franchisee’s adaptation of Franchisor’s standard plan.

4.5 Franchisee shall be responsible to meet up all expenses for obtaining permits and licenses that required by the Government, local or other authorities, laws and regulations.

5. Exterior Sign

Franchisor shall allow the Franchisee to use Franchise name and logo in the operation of Franchised Business. Exterior signage must be made by the design and specifications of Franchisor. Franchisee shall not use any other sign inside or outside the Franchised Business premises without the prior written approval of the Franchisor.

6. Training

6.1 Franchisor shall fix initial and on-going training programs.

6.2 Franchisor shall designate the time and place of all training programs. Franchisee shall be responsible for any expenses incurred by the participant/ participants of Franchisee in connection with any such courses (Including the cost of transportation, lodging, meals, wages and benefit).

7. Franchise Operation and Management

7.1 Franchisor has prepared Franchise operation and management Manual for operating and managing of Franchise.

7.2 Franchisee shall operate and manage the Franchise and the staff of Franchise as per Franchise Operation and Management Manual.

8. Other Duties of Franchisee

8.1 Franchisee shall use the Franchised Business solely for the operation of the Franchised Business as directed by the Franchisor.

8.2 Franchise acknowledges that uniformity is necessary to maintain the value of Franchise Program and the Franchisor’s mark, and agrees to maintain the standards set out in the Manuals.

8.3 Purchase and install, at Franchisee’s expense, only those equipment, decor, supplies, and interior signs as Franchisor may reasonably direct from time to time in the Manuals or otherwise in writing.

8.4 Purchase the software to be used at the Franchise solely from Franchisor.

8.5 Offer only the services at Pallitathy Kendra HUB and Infolady that are approved by Franchisor.

8.6 To stock the initial inventory as prescribed by Franchisor in quantities sufficient to meet anticipated Client demand.

8.7 Franchisee shall permit Franchisor or its authorized personnel to conduct inspections of the Franchised Business at any time. Franchisee shall take necessary steps to correct any deficiencies detected during any inspection within the mentioned deadline.
8.8 Franchisee shall maintain the Franchised Business in a clean condition and excellent repair, and meet all expense in connection therewith.

8.9 Franchisee shall not implement any change, amendment or improvement to the Franchise Program without the prior written consent of Franchisor.

8.10 To comply promptly with all applicable laws, rules and regulations of public authorities.

9. Term and Renewal:

9.1 Term: the term of this agreement shall be two (2) years from the date of this agreement. Any renewal rights of Franchisee shall be subject to Franchisee’s fulfilling the conditions of Section 9.2 hereof.

9.2 Renewal:

9.2.1 Franchisee shall give Franchisor written notice of Franchisee’s decision to renew at least three (3) months before the end of the then-current term;

9.2.2 Franchisee shall not be in default of any provision of this agreement, the Trademark License Agreement, any other agreement with Franchisor, and Franchisee shall have substantially complied with all the terms and conditions of such agreements during the terms thereof;

9.2.3 Franchisee shall present evidence satisfactory to Franchisor that Franchisee has the right to remain the possession of the Franchised Business and Site for the duration of the renewal term;

9.2.4 Franchisee shall execute Franchisor’s then-current form of franchise agreement, the terms of which may differ from the terms of this agreement.

9.2.5 Franchisee shall comply with Franchisor’s then-current qualification and training requirements.

10. Termination and Cancellation

Franchisee shall obligate to obey all clauses of this agreement, instructions of Franchisor which are provided time to time and conventional laws and regulations of government and other authorities. If violate any clause of this agreement, laws and regulations of government and other authorities and instruction of Franchisor by Franchisee, it may be treated as breach of contact and Franchisee may be terminated.

Franchisor and Franchisee may cancel this agreement for two month notice before the date of effective without showing any cause. In this case, Franchise fees shall not be refundable to Franchisee for that year. But, Advertising and Promotion Fees shall be paid to Franchisor before the date of effect.

Franchisee Franchisor
By: By:
Seal (Name & Title) Seal (Name & Title)

Date: Date:

Witnesses (For Franchisee) Witnesses (For Franchisor)

1. 1.

2. 2.