1. Term

The Franchisor hereby permits the Franchisee a non-exclusive use of the trade name and trademark of “NumberNagar® to provide educational services in terms of this Agreement for a period of five (5) years from the Effective Date. Thereafter this Agreement shall be extended/renewed for a further period based on the consent of Franchisor and upon mutual discussion and written agreed terms of both the Parties.

2. Intellectual property rights

a. It is expressly stated that the Franchisee can operate with the Franchisor provided setup only from the date of execution of the Franchise Agreement. Franchisor owns NumberNagar® Intellectual Property rights during and after the currency of this Agreement. and the Franchisee hereby undertakes not use, promote, sell or deal in any manner which affects the intellectual property rights of the Franchisor. All the materials, stationeries, etc bearing the Brand name shall at all times be the exclusive property of the Franchisor. The Franchisee agrees not apply the Brand name NumberNagar® to any other goods, or as part of Franchisee’s trade name or otherwise, except and unless permitted in writing by the Franchisor.

b. The NumberNagar® Intellectual Property Rights shall include name, logo, materials installed at the franchise centre, 5C™ Methodology training and all the other materials provided by the Company. In case of this Agreement being terminated, the above-mentioned NumberNagar® materials shall be handed over to the Franchisor.

3. Title to the products and materials

a. The Franchisee acknowledges that the title in the products and materials supplied by the Franchisor for use in the franchise operations shall always remain with the Franchisor. The Franchisee undertakes not to claim ownership of the products and materials supplied by the Franchisor or deal with the same except as provided in this Agreement.

b. Except as specifically permitted by the Franchisor here in this Agreement, the Franchisee agrees not to sell, dispose or otherwise deal with or create any charge or liability in respect of the products, materials or any other goods or assets or equipment supplied by the Franchisor and lying in the Franchisee’s custody or possession.

c. The Franchisee shall ensure proper and safe custody of products and materials supplied by the Franchisor against fire, theft, pilferage, loss, damage etc. The Franchisee shall at its own cost, implement gadgets, systems or processes as may be recommended by the Franchisor to prevent such incidents.

d. The Franchisee shall not without the Franchisor’s written consent modify or alter the product or materials supplied by the Franchisor or change their appearance in any manner whatsoever.

4. Locality and Location

a. Based on the demand, improvement, number of children and other factors in the locality, the Franchisor has the right to open multiple Franchises in the same locality, but the first option will be provided to the Franchisee. If the Franchisee is not ready and not willing to take up the second franchise in the same locality and the same is not confirmed within 30 days from the date of communication from the Franchisor, the Franchisor has the right to give it to some other party of its choice.

b. Number of Unit franchise setup, as part of this Agreement, shall be one (1) only.

c. Real Estate with floor area required for this franchise location setup shall be a minimum of 650 Sq Ft with basic facilities as required and directed from time to time by the Franchisor.

d. Brand/Name displayed at franchise location shall be “NumberNagar®” only.

e. Franchisee will utilise Company’s website (https://www.numbernagar.com) for marketing purposes. Franchisee shall not develop and utilise any other website for NumberNagar® marketing and any other purposes.

f. Franchisee shall not run any other business in the agreed setup and location. The Franchisee agrees not to stock any other articles or products manufactured or marketed by any other third person, company or firm in the franchise premises during the period of this Agreement unless permitted by the Franchisor in writing.

g. Franchise Operations staff shall be women only. The Company reserves the right to terminate the services of the Franchise Operations staff with immediate effect under exceptional circumstances. All Franchise Operations staff are required to be certified from the Company, non-certified staff members will not be allowed.

h. Franchise Operations staff will not carry out any other activity/business in the premises where the franchise business is operated. They will keep such premises clean, well maintained and habitable and accessible at all times.

i. All marketing or promotional materials used to promoter the franchise business should be pre-approved by the Company before use.

j. The Franchisee acknowledges that the aforesaid requirements are reasonable for protection of the intellectual property that the Franchisor has in its brands.

5. Fee Consideration

a. Service: Student session fee is decided on mutual agreement between the parties. This session fee shall be revised every year based on mutual discussions between the Parties. It is expressly stated that the parents shall directly pay student session fee to the Franchisor for the classes conducted by the Franchisee under this Agreement. The Franchisee is authorized to follow up, collect fees from the parents and deposit to Franchisor. The fees collected from the student/parent will be deposited in the bank account designated by the Franchisor. A portion of this collected fee shall be transferred to the Franchisee as Service Fee.

b. Franchisee will not accept any cash payments from parents. The only acceptable modes of payment are as below:

i. Google Pay – +91 98459 48697

ii. Phone Pe – +91 98459 48697

iii. PayTM – QR code at the centre

iv. Online transfer

Brainstars Services Pvt. Ltd.
Account Number – 3165 6779 181
IFSC – SBIN0003357
Current Account
State Bank of India
Basavangudi Branch, Bengaluru

GST Registration Number – 29AACCB4196M2Z4

c. The Franchisee shall pay all taxes and fees including income tax as may be applicable in connection with commencement and operation of franchise during entire term of the Agreement.

6. Confidentiality

Each Party agrees to maintain absolute confidentiality over all of the information, including, without any limitation, documents, publicity materials, processes, etc., which comes or may come in possession and agrees would not use / share such information except to the extent of complying with and / or fulfilling its obligations herein and with such persons as is necessary on a need to know basis.

7. Indemnity

Each Party (Indemnifying Party) agrees to indemnify and hold the other (Indemnified Party) harmless against any liabilities or loss arising from and any costs, charges, fines and expenses (including but not limited to legal costs and expenses including Solicitors and Advocates’ fees) incurred by the Indemnified Party in connection with or on account of breach of the provisions of this Agreement by the Indemnifying Party or inaccuracy of falsity of any representations and warranties of the Indemnifying Party and for negligence in performance of any obligation on part of the Indemnifying Party , its employees and agents.

8. Limitation of Liability

a. The total liability of Franchisor, whether in contract, tort, or otherwise, arising out of or in connection with this Agreement shall not exceed 50% of the total Franchise Fee paid to Franchisor by Franchisee during the execution of this Agreement.

b. Franchisor shall not be liable for any indirect, special, incidental, consequential, or punitive damages, however caused, including, without limitation, any damages resulting from loss of use, loss of data, loss of profits or loss of business arising out of or in connection with this Agreement, or services or for any other obligations relating to this Agreement.

c. The Franchisee hereby acknowledges that she has entered into this Agreement on her own accord and volition and that the Franchisor neither warrants, guarantees nor undertakes as to the viability of the business nor the profitability of the business involving providing education using the tradename and trademark of NumberNagar® or the 5C™ methodology. Further, the Franchisee has understood and agreed that estimate of revenue, return on investments and all business related profit are subject to prevailing market, socio-economic condition, government policies and the like and the Franchisee hereby agrees and undertakes not to claim any loss or damages or hold the Franchisor responsible or liable in any manner whatsoever in connection therewith.

9. Termination

This Agreement is terminable as follows:

a. By the Franchisee for its convenience upon giving the Franchisor, six months prior notice in writing;

b. By Franchisor unilaterally:

i. If the Franchisee is found guilty of fraud, cheating, misrepresentation or misconduct, upon serving the immediate notice, or

ii. If the Franchisee commits a breach or violation of any the provisions of the Agreement, or

iii. If the Franchisee fails to provide the services to the customers as per the expectations of Franchisor, or

In the event of the above sub sections ii and iii, if the breaches are not remedied by the Franchisee within thirty (30) days of receiving the notice from the Franchisor, this Agreement will be terminated.

c. Upon termination of this Agreement hereunder, the following shall apply:

i. The Franchisee shall cease to continue with services/products under this Agreement;

ii. The Franchisee has to return all the products and materials/merchandises in acceptable condition to the Franchisor or the Franchisor nominated person and/or allow the Franchisor to take back all products and materials/merchandises on or before the date of termination;

iii. The Franchisee shall cease to use NumberNagar® Brand and Intellectual Property Rights for any reason

iv. The Franchise Fees will not be refunded for any reason.

10. Miscellaneous:

a. The Franchisee shall, at her cost and expense, obtain and keep in force all licenses and permits required for running the franchise and shall adhere at all times to all applicable laws.

b. The Franchisee agrees to be bound by the terms of use as provided on the website of the Franchisee at https://www.numbernagar.com/legal.html, as amended by the Franchisor from time to time.

c. The Franchisee shall unconditionally allow the Franchisor and its representatives, authorized persons to carry out inspections during normal business hours with or without prior notice to the Franchisee.

d. In the event of there being any change in the name of the Parties herein, in accordance with law, the terms and conditions of these presents shall continue to bind both the Parties mutates mutandis. Further the new name of the Party concerned shall be deemed to substitute the present name of the said Party and the Agreement shall be deemed to have been executed with the said Party in the modified name.

e. If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions shall continue in full force and effect as if this Agreement had been executed with the invalid portion hereof eliminated.

f. It is understood that the arrangement between the Parties contemplated by this Agreement shall be on a principal-to-principal basis. None of the provisions of this Agreement will be deemed to constitute a joint venture, partnership or principal-agent relationship between the Parties hereto and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party except as specifically mentioned in this Agreement.

g. The personnel employed by Franchisee shall not be construed as employees of Franchisor for any purpose.

h. The Parties hereby represent and warrant that, as on the date of this Agreement neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction or any covenant or agreement or instrument applicable to both the Parties.

i. Any changes and amendments to this Agreement shall be jointly made in writing signed by the authorized representatives of both Parties.

11. Disputes and Applicable Law

The courts at Bengaluru will have jurisdiction to try and entertain any suits relating to any matter under this Agreement. English shall be the language used in all such suits.