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Contract Drafting Assignment - Rishabh Adlakha BBALLB-D

THIS AGREEMENT ("Agreement") is made as of June 1, 2020, by and between
Grimaldi’s Pizzeria Inc., a company organized under the laws of the United State of America,
with its principal office located at 1, Front Street, Brooklyn, New York, USA ("Franchisor")
and Rishabh Adlakha, a citizen of India, with his principal office at Sonipat Narela Road,
Haryana - 131001, India ("Franchisee"). Franchisor and Franchisee are hereinafter sometimes
referred to collectively as "the parties," and individually as "party."
Franchisor is famous for its New York themed-restaurants called Grimaldi's Pizzeria
serving traditional coal fired brick-oven pizzas and pasta, using the Grimaldi System.
The Grimaldi System includes exclusive proprietary rights in certain valuable trademarks, including the trade name "Grimaldi’s Pizzeria", designs and color schemes for
restaurant outlets, signs, equipment layouts, pizza-making traditions developed over a
century, secret recipes for sauce and dough, formulas and specifications for certain food
products, methods of inventory and operation control, bookkeeping and accounting, and
manuals covering business practices and policies. The Grimaldi's System is operated and
is advertised widely within the United States of America and in certain other countries.
Franchisee desired to acquire the right to adopt and use the Grimaldi's System in a
restaurant at the location specified in this Agreement and approached the Franchisor for
the grant of franchise rights to the Franchisee.
The Franchisor has agreed to grant such rights subject to the terms of this Agreement.
Now therefore, in consideration of the reciprocal promises and mutual covenants contained
herein, the parties agree as follows:
LICENSE GRANT AND TERM: Franchisor grants to Franchisee for a term of 10 years
commencing from June 1, 2020 (“Term”), the limited and exclusive right and license:
to adopt and use the Grimaldi's System in the restaurant constructed or to be constructed
in The Food Court at OP Jindal Global University (the "Outlet");
to advertise to the public that it is a franchisee of Franchisor, and
to adopt and use, but only in connection with the sale at the Outlet of those food and
beverage products which have been designated by Franchisor, the trade names and marks
designated by Franchisor.
advise and consult with Franchisee periodically in connection with the operation of the
share with Franchisee its know-how, new developments, techniques and improvements
in areas of restaurant management, food handling and preparation for the Outlet;
provide Franchisee with licensed information (“Licensed Information”) relating to
operation of the Outlet including:
(i) food recipes and specifications for designated food and beverage products;
(ii) methods of inventory control, bookkeeping and accounting procedures; and
(iii) business practices, advertising and personnel.
OWNERSHIP OF LICENSED INFORMATION: Franchisee acknowledges that
Grimaldi's is the owner of all proprietary rights in and to the Grimaldi's System and that the
Licensed Information, in their entirety, constitute confidential trade secrets. Franchisee shall
acquire no right to use, or to license the use of, any name, mark or other intellectual property
right granted or to be granted herein, except in connection with the operation of the Restaurant.
REPORTS: Within three (3) working days after the end of each calendar month,
Franchisee shall furnish Franchisor with a report with the monthly gross sales (“Gross Sales”)
and transaction details for the preceding month. Franchisee shall submit within fifteen (15)
working days following the close of each fiscal year of the Outlet's operation, a profit and loss
statement covering operations during such fiscal year and a balance sheet taken as of the close
of such fiscal year. Franchisor shall have the right to inspect and audit Franchisee's accounts,
books, records and tax returns at all reasonable times.
ROYALTY: Franchisee shall pay to Franchisor as a royalty five percent (5%) of the
Gross Sales (less any taxes) from the operation of the Outlet during the Term, to be paid within
seven (7) days of expiry of each calendar month during the Term.
FRANCHISEE’S COVENANTS. In consideration of the grant of the Franchise, the
Franchisee agrees and covenants as follows:
Franchisee shall use exclusively the Licensed Information for operation of the Outlet.
Without the prior written consent of Franchisor, Franchisee shall not: (i) disclose the
Licensed Information to any person, except employees of Franchisee for purposes related
solely to the operation of the Outlet; (ii) use Licensed Information for any purpose other
than the development and operation of the Outlet; or (iii) reprint or reproduce the
Licensed Information in whole or in part for any purpose except in connection with the
operation of the Outlet.
Franchisee shall use only advertising and promotional materials and programs provided
by Franchisor or approved in advance by Franchisor.
Franchisee shall operate the Outlet seven days per week throughout the year and at least
during the hours from 9:00 a.m. to 11:00 p.m. or such other hours as may from time to
time be prescribed by Franchisor, and maintain sufficient supplies of food and paper
products, and employ adequate personnel necessary to operate the Outlet;
Franchisee shall promptly make payments of Royalty and other dues to Franchisor in
accordance with this Agreement; and
Franchisee shall obtain and maintain all approvals, permits and registrations for
operating the Outlet, and shall ensure compliance with all laws and regulations in relation
to the operation of the Outlet.
TERMINATION. The Parties may terminate this Agreement upon mutual agreement in
writing. Either Party may terminate this Agreement by written notice to the other Party, in the
event other Party commits a material breach of its obligations pursuant to this Agreement and
fails to remedy such breach within 30 days of being asked to remedy such breach.
EFFECT OF TERMINATION. Upon termination of this Agreement, Franchisor or its
designated agent shall have an immediate right to enter and take possession of the Outlet in
order to maintain continuous operation of the Outlet, to provide for orderly change of
management and disposition of personal property, and to otherwise protect Franchisor's
interest. The Franchisee shall forthwith return to Franchisor the manuals and Licensed
Information furnished to him and discontinue the use of the Grimaldi's System and Licensed
FORCE MAJEURE. Franchisee will not be in breach of his obligation hereunder if
operation of the Outlet is made impossible as a result of orders of any statutory authority, fire,
floods, pandemic, earthquakes or other acts of God. In such event, Franchisee shall
immediately notify Franchisor and take all reasonable efforts to cause the Outlet to
recommence operation as soon as possible and comply with all other terms of this Agreement.
Franchisee's interest in this Agreement and the rights granted to Franchisee hereunder
may not be transferred or assigned without the prior written consent of Franchisor.
Franchisee is, and shall remain, an independent contractor under this Agreement and
shall not have any authority, express or implied, to act as agent of Franchisor.
No waiver by either Party or any breach or series of breaches of this Agreement shall
constitute a waiver of any subsequent breach or waiver of the terms of this Agreement.
If any part of this Agreement for any reason shall be declared invalid, such decision
shall not affect the validity of any remaining portion, which shall remain in full force
and effect.
This Agreement constitutes the entire agreement between the parties and supersedes all
prior and contemporaneous, oral or written, agreements between the parties.
This Agreement may only be amended with mutual consent of both parties in writing.
11. NOTICES. All notices required hereunder shall be in writing and may be given by
email or sent at the addresses mentioned above in the description of parties.
12. GOVERNING LAWS & JURISDICTION: This Agreement shall be governed by and
construed in accordance with the laws of India. Courts in Delhi shall have exclusive jurisdiction
over all matters and disputes in relation to this Agreement.
IN WITNESS WHEREOF, the parties hereto set their hands and seals on the day and year
in this instrument first above written.
Name & Designation
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