This document outlines a franchise agreement between Blueville Retails Pvt Ltd and an individual franchisee. Some key details include: - The franchisee will open a Bestway Supermart store in a prime location with a minimum area of 1000 square feet to sell FMCG products. - Blueville Retails owns the intellectual property of the Bestway Supermart brand name and logo. - The initial agreement period is 10 years, renewable for another 5 years. There is a 5 year lock-in period for the franchisee. - The franchisee must pay Blueville Retails a 2% royalty on total monthly sales between the 7th-10th of each month. - Termination

1. Address : H-61, Sec-63, Noida, U.P. 201301
Bestway Supermart
FOFO MODEL Franchise Agreement
BLUEVILLE RETAILS PVT LTD

2. Address : H-61, Sec-63, Noida, U.P. 201301
Franchisee Agreement
This agreement is made on the Date . Between Blueville
Retails Pvt Ltd, a company incorporated under the companies act, 2013 having its
Corporate office at , H-61, Sec-63, Noida, U.P.201301 (herein after called “the
company”) of the one part.
And
Franchise Name
(here in after referred to as the “franchise”), having its registered office at
Pin code
Phone No Mob No
Email id (hereinafter
referred to as the “franchisee”) of the other part.
First Party Second Party
Blueville Retails Pvt Ltd. Franchise Name:
Authorized Signature Authorized Signature
Date:

3. Address : H-61, Sec-63, Noida, U.P. 201301
This agreement is made on this day of between the Blueville Retails Pvt Ltd. a
Companyregistered under the Indian Companies Act, 2013 and having its Corporate
office at Corporate office at, H-61, Sec-63, Noida, U.P.201301 (India) (hereinafter
referred to as ‘Franchisor’ which expression shall unless repugnant to the context
mean and include its successors, affiliates, subsidiaries and assigns) of the one Part
AND
M/s. Name a
Company OR Individual Person and having its registered office
Address
represented by its director/ authorized represented, Mr.
(herein after referred to as “Franchisee” which expression shall unless repugnant
to the context mean and include its successors, affiliates, subsidiary and permitted
assigns) of the Other Part
Franchisor and Franchisee are here in after collectively referred to as “Parties” and
individually as “Party”.

4. Address : H-61, Sec-63, Noida, U.P. 201301
WHEREAS:
A. The Franchisor is a Company registered with MCA under Companies act
2013 and engaged in the marketing of all products in India.
B. The Franchisor operates its Business in the Name “Blueville Retails Pvt Ltd. ”
with Business Name “Bestway Supermart” through its branches in all places
pan India. Through its branches in all places pan India. The products
manufactured and sold by the Franchisor are Clothing, Electronics, Bakery &
Diary, Beverages, Ice Cream Items such other FMCG products..
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C. The Franchisee will arrange premise in a prime location at
with an area of sq. ft. for the showroom.
D. The Franchisee has represented to the that it has the necessary expertise,
infrastructure , Shop , and such other facilities to carry out the Business as a
franchisee of the Franchisor and have further represented that it is legally
entitled to carry out the above business as per his/ its registration documents
with prescribed authorities.
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E. Relying upon the representation of Franchisee, the Franchisor here by agrees
to grant franchise of the Business to the Franchisee on terms and conditions
contained herein.

5. Address : H-61, Sec-63, Noida, U.P. 201301
Now therefore it is hereby mutually agreed by and between the parties hereto as follows:
1.Definitions
For the purpose of this agreement, unless otherwise specified in the context,
the following terms shall be deemed to have the following meaning:
‘Agreement’ shall mean this Franchise Agreement
executed between the Parties and any
amendment to this Franchise Agreement duly
signed between the parties. This will be
binding to the legal heirs of proprietor of
franchisee and legal heirs of the person
authorized to execute this agreement on
behalf of the franchisor.
“Nominee” Nominee Name
A person who receives the benefits in case of
the death of the franchise proprietor.
Franchise can nominate one or more person
as his/her nominee.
‘Business’ shall mean marketing, display and selling of
the products.
‘Business Name and Logo’ shall mean the name The Blueville Retails Pvt
Ltd and the logo ‘Bestway Supermart’.
Lock in Period 5 Years, Neither any Franchisee account can
not be closed before 60 months nor can be
intimated for closing the Franchisee account
from the opening date of the franchise
account.

6. Address : H-61, Sec-63, Noida, U.P. 201301
Notice Period 6 Months, Franchise has to serve 6 month’s
notice period, before closing the franchise
account. A franchise can only give notice of 6
month after the completion of its lock in
period.
‘Intellectual Properties’ shall mean and include trade mark, brand
name, copy right, patents and other
intellectual property rights of the Franchisor in
the Business Name Bestway Supermart.
“Actual Properties” shall mean and include Products and Interior,
furniture, fixtures and fittings and other
property rights of the Franchisee in the
Business.
‘Showroom’ shall mean such place from where the
Franchisee would carry on the Business.
‘Territory’ shall mean (City where
showroom is to be opened.

7. Address : H-61, Sec-63, Noida, U.P. 201301
1. Interpretation
In this Agreement, unless the context otherwise requires:
A. The words importing singular shall include plural and vice versa;
B. The headings are for convenience or reference only and shall not be used in
and shall not affect the construction or interpretation of this Agreement;
C. The words “include” and “including” are to be construed without limitation;
D. the expressions “hereof”, “herein” and “hereunder” and similar
expressions shall be construed as references to this Agreement as a whole
and not be limited to the particular clause or provision in which the relevant
expression appears;
E. Time shall be the essence in the performance of the Parties’ respective
obligations under this Agreement;
F. Annexure and Schedules to this Agreement shall be deemed to form
integral part and shall be read, as if they are specifically incorporated herein;
G. Any reference to this Agreement or to any other agreement or statute or
deed or other instrument shall be construed as a reference to such
agreement, statute, deed or other instrument as the same may from time to
time be amended, varied, supplemented, re-enacted or notated, as the case
may be;
H. Any references to Clauses, Articles, Annexure and Schedules are
references to Clauses, Articles, Annexure and Schedules, respectively, of
this Agreement.

8. Address : H-61, Sec-63, Noida, U.P. 201301
2. Franchisor’s Intellectual Property
1. The Franchisee further agrees and undertakes that it shall not
apply or use the Business name (Bestway Supermart) of the
Franchisor in relation to any other products or business of the
Franchisee.
2. It is agreed and understood between the Parties that the
Intellectual Property (Bestway Supermart) of the Franchisor shall
always remains the exclusive property of the Franchisor and
theFranchisee shall not be entitled to use or copy the same in any
manner other than in connection with the transaction
contemplated under this Agreement.
3. It shall pass on any/all information to the Franchisor, which may
prejudicially affect the Business or the Business Name (Bestway
Supermart).
4. The Franchisee shall not apply for the registration of the Business
Name (Bestway Supermart) as its Intellectual Property. The
Franchisee undertakes to give all assistance that the Franchisor
may require in connection with the registration of the Business
Name (Bestway Supermart) in the Territory.
3. Products
3.1 The Range of products will be kept in the outlet by the franchisee.
3.2 All products and equipment in the store will be the property of the franchisee.

9. Address : H-61, Sec-63, Noida, U.P. 201301
4. Showroom(s)
4.1 The Franchisor agrees to render consultancy services to the Franchisee
for conceptual designing of the Showroom(s) highlighting the Indian ethnicity
and cultural sensitivities, for a fee.
4.2 Franchisee agrees that it shall not change the location of the
showroom(s), without the prior written Letter to the Franchisor.
4.3 The Franchisee shall keep the Showroom(s) and furnishings in agood
state of repair and decoration and shall replace and renew the
furnishing and decorations so as to enhance the reputation of the
Business Name and Logo of the Franchisor in any event and as
required or may be required by the Franchisor.
4.4 The franchisee will pay rent to the shop owner directly in his account.
4.5 Franchisee has to submit the proof of the ownership of the store or rent
agreement of the store to the franchisor.
4.6 Franchisee will take FSSI license, all trade licenses. Franchisee willpay
the salary to employee every month as per minimum wage act.
4.7 The franchisor will be indemnified from all trade-related operation risk.
5. Franchisee’s obligations
The Franchisee agrees to undertake that:
I. It shall diligently promote and conduct the Business with
the highest degree of probity and business competence;
II. Franchisee shall be allowed the entry Franchisor’s employees
andagents in such place where the records relating to the
Business are kept by the Franchisee.
III. Franchisee will share total monthly sales with the franchise
on monthly basis & weekly basis.

10. H-61, Sec-63, Noida, U.P.201301
6. Payment
i) Franchisor will take 2% as Commission as royality from the
franchisee on total monthly sales.
ii) Franchisee will have to pay Sales Commission to the franchisor
between 7th
to 10th
date of every month.
iii) Franchisee will pay Non-Refundable Franchise Investment Cost
Rs. INR /-
to Franchisor.
iv) Franchisee will pay Non-Refundable Franchise Fee Amount of
Rs. /-.
7. Indemnity
I. The Franchisee undertakes to indemnify and keep the
indemnified and hold harmless the Franchisor from all Cost ,
losses against any action, suit, claims, proceedings, damages,
liability, expenses or costs (hereinafter referred to as “Claims”) as
a consequence of or relating to any misrepresentation by the
Franchisee , herein or its covenant or warranty, act of omission,
commission or on account of any breach ofthe terms of this
Agreement or failure or negligence of the Franchisee or its
employees or servants, suffered by its on account of any breach
of warranty, representations, unauthorized act, fraud, any act,
deed, or Things are done or omitted to be done, or undertaking made
by the Franchiseeits employees, officers, agents.

11. H-61, Sec-63, Noida, U.P.201301
II. If franchisee will misrepresent or create a negative presentation of the
brandor logo or name of the company in the market, via social media,
or any kind of consumer complaint online, Facebook, Google, Whatsapp
group or Whatsapp chat , YouTube or any other social media website
mouthpublicity , newspaper publicity , TV publicity then company will
terminatethe franchise agreement immediately, on the same date and will
take a legal action for damaging the Brand logo or company in the
market by the franchisee .
8. Relation between the Franchisor and the Franchisee
I. The relation between the Franchisor and the Franchisee shall be on a
principal to principal basis;
II. The Franchisee shall have no authority, express or implied employ to
represent or bind the Franchisor in respect of or to hold itself out as
having any authority to do or cause to be done, anything other than the
function and duties expressly specified in this Agreement;
III. Notwithstanding the close cooperation, coordination and interaction
between the Parties as contemplated in this Agreement, it shall not
deemed to make either Party an agent, partner or joint venture partner of
the other or any analogous relationship. No contention to the contrary
will be raised at any time by either Party.

12. Address : H-61, Sec-63, Noida, U.P. 201301
9. Term & Termination
9.1 This Agreement shall be initially for a period of 10 years commencing
from the date of signing of the agreement and may be extended for
a further period of 5 years and lock-in period for the franchisee will of 5
years, on the terms and conditions to be agreed mutually if other
things being satisfactory.
9.2 This Agreement may be terminated forthwith by the Franchisor on
occurrence of any of the following events:
(a) Failure of the Franchisee to pay any amount due to the Franchisor;
(Franchise investment Cost and Franchise Fee)
(b) Any challenge by the Franchisee to any part of the Intellectual
Property;
(c) Neither any Franchisee account can be closed before 60 months nor
can be intimated for closing the Franchisee account from the opening
date of the franchise account.
(d) This agreement is only valid for 10 Years.
(e) Franchisor is not liable or responsible for enhancing or increases the
sales of the stores.
(f) The time for the operational of a store is 60 days from the date of full
payment by the franchise including franchise fee and franchise
investment cost.
(g) Franchisee will keep the stock in the store according to the norms of
company.
(h) If franchisee will not pay the sales commission to the franchisor on the
given time Rupees 500 per day penalty would be implicated in the
royalty bill from the franchisor
10 Termination consequences
Termination by the Franchisor shall in no way adversely affect its
rights to bring appropriate action to recover damages or assets
belonging to the Franchisor in possession of the Franchisee or to
set-off any assets or claims.

13. Address : H-61, Sec-63, Noida, U.P. 201301
11. Default Notice
In the event of a breach by the Franchisee of any of the provisions of this agreement,
the Franchisee may serve notice requiring the breach to be remediedwithin 90 days
before taking action in respect of the breach.
12. Other:
12.1 Bear by Franchisor
1. Advertising and Marketing
2. Staff Uniforms
3. Staff Training
4. Software
12.2 Investment by Franchise
1.Investment in interior
2. Electrical work
3. Credit card machine
4. Furniture & Fixtures (including VM & Main Signage)
6. Computer,
7. Trade Licenses and other Licenses
8. Signage Licenses
9. Camera
10. Other IT related accessories
11.Store Rent
12.Electricity Bill
13.Goods / Food Products
14.Shop running cost
15.Petty cash expenses
16.Stock Reconciliation
17. Carry bag cost
18. Staff Salary

14. Address : H-61, Sec-63, Noida, U.P. 201301
13. Miscellaneous
13.1 Warranty of power to enter Agreement
Each of the Parties represents and warrants that it has the power to
enter into this Agreement and has taken all approvals to give effect to
this Agreement.
13.2 Force Majeure
Neither Party shall be responsible or liable for or deemed in breach
hereof, because of any delay or failure in the performance of its
obligations hereunder (except for obligations to pay money due) due to
any event or circumstance and which is beyond the reasonable control of
the Party such as national emergency, war, governmental regulation or
act of god. The affected party shall give notice to the other party of any
event constituting force majeure as soon as reasonably practicable, but
not later than 5 days after the date on which affected party knew or
should reasonably have known of the commencement of the event
constituting force majeure. The affected party shall give notice to other
Party of the condition and cessation of the relevant event constituting
force majeure. In the event, the performance of the any party’s obligation
is suspended due to an event of force majeure, for more than 90 days,
the Franchisor may terminate this Agreement at his sole discretion.
13.3 Whole agreement
The Franchisee acknowledges that this Agreement contains the whole
agreement between the Parties and it has not relied upon any oral or
written representation made to it by the Franchisor or its employees or
agents and has made its own independent investigations into all matters
relevant to the Business.

15. Address : H-61, Sec-63, Noida, U.P. 201301
13.4 Supersedes prior agreements
This Agreement supersedes any prior agreement between the Parties
whether written or oral and any such prior agreements between the
Parties.
13.5 Discretion
No decision or approval of any matter mentioned in this Agreement or
arising from it shall be deemed to have been made by the Franchisor
except if in writing and shall be as its sole discretion unless otherwise
expressly provided in the Agreement.
13.6 Notices
All notices, requests, consents and other communications required,
permitted or desired to be given hereunder to be served upon or given to
the Parties hereto shall be deemed duly served and given when received
after being sent by confirmed facsimile transmission or delivered by hand
or sent by registered or certified mail, return receipt requested, postage
prepaid, e-mail notices to be followed up by signed hard copies,
addressed as follows:
If to Franchisor
Attn: Mr./Ms.
If to Franchisee
Attn: Mr. /Ms.

16. Address : H-61, Sec-63, Noida, U.P. 201301
14. Dispute Resolution
14.1 In the event of any dispute or difference arising out of or otherwise
relating to this Agreement, the Parties will endeavor to settle it amicably
within 30 days of such differences/dispute having so arisen.
14.2 Any unresolved dispute will be referred to arbitration of three
arbitrators, one to be appointed by the Franchisor, the other to be
appointed by the Franchisee and both the arbitrator so appointed, shall
appoint the third arbitrator who shall act as the Presiding Officer and
shall be governed asper the provisions of the Arbitration and Conciliation
Act 1996, as amended from time to time.
14.3 The venue of Arbitration shall be DELHI and the language of
arbitration would be English.
15. Confidentiality
i. The Franchisee agrees and undertakes that during the Term of this
Agreement it has shall not disclose or make available to any third
party, any confidential and proprietary information’s, trade secrets of
the Franchisor, including, without limitation, financial information and
information relating to the Products, techniques and modes of
merchandising, marketing techniques, source of the Products,
procedures and know-how, and terms of this Agreement;
ii. This clause shall survive termination of this Agreement.
iii. Proper law and jurisdiction.
iv. Laws of India in every particular including formation and interpretation
shall govern this Agreement.
v. By signing this agreement parties submit themselves to the jurisdiction of
courts situated in DELHI only.

17. Address : H-61, Sec-63, Noida, U.P. 201301
16. Waiver
Waiver of the breach of any term or provision of this Agreement by any
Party shall not be deemed to be or operate as to be construed as a
waiver by that Party, of any other subsequent breach of this Agreement
by the other Party.
17. Severability
If any part or parts of this Agreement is or are invalid or unable to be
enforced for any reason, the invalidity or unenforceability shall not effect
the operation, construction or interpretation of any other provision unless
it would be contrary to or materially alter the express or implied intention
of the Parties.
18. Modification of the Agreement
No amendment, modification or addition to this Agreement shall be
effective or binding on either of the Parties unless set forth in writing and
executed by them through their authorized representative and subject to
obtaining requisite Approvals, if any, following such execution.
19. Costs
Each of the Parties shall pay their own costs and expenses incurred by it
in connection with negotiation and execution of this Agreement.
20. Counterparts
This Agreement may be executed in counterparts and each of which
would be treated as an original.

18. Address : H-61, Sec-63, Noida, U.P. 201301
21. Assignment
This Agreement cannot be assigned /transferred by the Franchisee nor
can the Franchisee grant any sub-license and/or the right to operate the
Showroom and/or delegate any duties or obligations arising under this
Agreement to third parties without the prior written permission of the
Franchisor.
In witness whereof the parties hereto have caused this franchise agreement to
be executed the day, month and year first above written.
Blueville Retails Pvt Ltd
(Through its Authorized Signatory)
(M/s. )
Franchise Name:
(Through its Authorized Signatory)
( )
WITNESSESS:
1.
2.

19. Address : H-61, Sec-63, Noida, U.P. 201301
TERMS AND CONDITIONS FOR APPOINTMENT AS COMPANY’S
AUTHORISED FRANCHISE OF INITIAL PAYMENT AGREEMENT.
1. The company has agreed to extend franchise to you on a part payment mode.
2. The company shall accept the Franchisee fee in the form of DD or CHEQUE for
the amount of
Rs (Rupees__________________________________ )
made in the favor of Blueville Retails Pvt Ltd.
3. Initial payment of Rs...............................................................has to be made by
the franchise to the company in the form of Cheque or DD, immediately when the
deal is finalized between the company and the authorized franchise.
4. A detail of clearing the rest of the payment has to be issued by the franchise in the
format given below:
5. Cheque Date: Cheque No. Cheque Amount
6. The franchise is expected to clear the balance amount
within......................................days of the initial payment.
7. In case the franchise fails to clear the balance amount within .................... days,
Company would forfeit the initial amount paid to the companybythefranchise.
8. The company reserves the rights to cancel the franchise extended, if the
company receives a proposal from another prospect franchise within the 15 days
period, willing to pay full franchise fee at the time of agreement. In such case the
company would return the initial amount paid by the franchise within 7 day.

20. Address : H-61, Sec-63, Noida, U.P. 201301
9. all the agreements signed between the company and the Franchise, according to
specified terms and condition as well as guidelines laid by the company Blueville
Retails Pvt Ltd. will be final and mutually agreed by both the parties bilaterally
and any legal binding will be under the jurisdiction of the DELHI. Any dispute
arising will be solved by the third party appointed by both the parties subjected to
the jurisdiction of the Court at DELHI.
10.Franchisor will not give any other franchisee with in 5 k.M radius from this
premise.
First Party Second Party
Blueville Retails Pvt Ltd. Franchise Name:
……………………………… ………………………………
Authorized Signature Authorized Signature
DATE:

21. Address : H-61, Sec-63, Noida, U.P. 201301
Franchise Application Form
Date
Franchise Type
Country
State
Zone
District
Store SFT Area
Pin code
Franchise Owner Detail
First Full Name
Address House
Mobile Number
Phone No
Email id
Contact Person Name
Contact Person Mob No
Contact Person Email Id
Franchise Firm Detail
Franchise FirmName :
Franchise GST No.
Franchise FirmBankAc
IFSC CODE
Franchise FirmEmail id
Franchise Fee Amount
Security Fee Amount
Software Fee Amount