Franchisee Agreement

Prepared By: TEAM TARGET

Mayank Dave – Team Leader

Pradip Gadhvi

Ketan Soni

Prasanna Malagi
 AGREEMENT
This Agreement made at Mumbai on Day of April 2011.
BETWEEN
ESSAR OIL LIMITED , a Company incorporated under the provisions of Companies
Act,
1956 hereinafter referred to as the "COMPANY" (which expression shall, unless it
be
Repugnant to the context or meaning thereof, include its successors and assigns)
of the ONE
PART
AND
M/s. Pickmee Petroleum , a proprietary concern and represented by its sole
proprietor Mr. XYZ , hereinafter referred to
as the "FRANCHISEE" (which expression shall, unless it be repugnant to the context or
meaning thereof, include its / his heirs, legal representatives, executors, administrators
and Assigns) of the OTHER PART

Franchisee: Petroleum Retail Outlet (Pickmee Petroleum)

Franchisor: Essar Oil Limited (EOL)

License of Rights:
Franchisor EOL is making an agreement with Franchisee Pickmee for 29 Years for the
Land on lease as per market value. For this duration FRANCHISEE HAVING rights to use
ESSAR brand for sale of MS, HSD & Lubricating Oil.

Design:
FRANCHISOR will provide complete design for constructing the Petroleum retail outlet
at selected site. The franchisee has to purchase the necessary equipments like storage
Tank, Fullers’, Tatum, canopy and other furniture items for the retail outlet from
selected vendors chosen by franchisor. For the similarity and standardization specific
design, colour, code and arrangement must be done and to be upgraded with time to
time as per Franchisor’s instruction.

Operation:
The franchisee can sale the product provided by Franchisor only. No product other than
franchisor can be sale or promoted at Retail outlet in any form. Franchisor will provide
standard operating Procedure for day to day operation of receiving of product from
supply location, unloading, storage and selling of them at retail outlet. The franchisee
strictly adheres to the SOP as the product is highly flammable.
Purchase, Sale & Promotion:
The product to be purchased from selected supply location with 100 % advance
payment through DD, or electronic fund transfer.
Monthly target will be decided after discussion with Franchisor’s representative and
Franchisor’s sales manager and % of commission will be decided on achievement of
target.
The Franchisor will announce the promotional offers at various time and franchisee has
to provide the offers to the customers.

Payment of Taxes, Cess, Etc.

The FRANCHISEE agrees and undertakes to pay and discharge all rates, taxes, cess,
duties and other impositions and out-goings levied or imposed by the Municipality,
Government or any other Public Body upon or in respect of the SAID PREMISES and /or
the SAID FACILITIES.

INDEMNIFICATION:

The FRANCHISEE shall at all times indemnify and keep indemnified the COMPANY
against all actions , claims and demands made against it by Central or State
Governments or other authorities and / or by any customer as a result of or in
consequence of any act of omission or commission of whatsoever nature of the
FRANCHISEE.

REMOVAL OR ALTERATION:

It is expressly agreed that the SAID FACILITIES provided by the FRANCHISEE in the
SAID PREMISES shall under no circumstances be removed by the FRANCHISEE nor shall
position of any component or part thereof or of the SAID PREMISES shall be changed or
altered without the previous written consent of the COMPANY. The FRANCHISEE agrees
and confirms that during the currency of this Agreement the FRANCHISEE shall be a
bare licencee of the SAID PREMISES on the terms contained in this Agreement, and shall
not claim any right, title or interest therein or do any act or thing which is or would be
inconsistent with the COMPANY's right , title and interest therein.

FRANCHISEE MARGIN:

(a) For the purchases of MS & HSD made by the FRANCHISEE from the Company and
sold from the Retail Outlet the FRANCHISEE shall be entitled to a margin at the rates to
be fixed by the COMPANY and communicated to the FRANCHISEE from time to time.
(b) As and when the need arises , the of issue of margin if any as referred to in clause
(a), shall be settled separately on a quarterly basis as per the policies of the COMPANY
in that regard , that may be in force from time to time.

MEASUREMENT & INSPECTION:

(a) The COMPANY shall deliver the products measured by the COMPANY's measuring
device or means. On receipt of product in tank lorries, the FRANCHISEE will carry out
appropriate tests to check the quality and quantity of the product and on ascertaining
the quality and quantity, decant the product in the correct underground tanks. The
receipt signed by or on behalf of the FRANCHISEE at the time of taking delivery of
COMPANY's products will be conclusive evidence with regard to the Quality and
quantity of the product/s received by / delivered to the FRANCHISEE.
The receipt so signed shall also be the conclusive evidence that the product(s) delivered
by the COMPANY were in accordance with the BIS specification. The FRANCHISEE shall
thereafter be precluded from questioning the correctness either of the quantity or of the
quality of the said products and shall have no claim against the COMPANY either on the
ground of short delivery or on the ground of delivery of the product of inferior quality.
(b) The FRANCHISEE may if it so desires, and as often as may be required by the
COMPANY, check the accuracy of the pumps and shall also provide facilities for the
COMPANY's staff for doing so wherever required.

SPECIFICATIONS :

The COMPANY's Motor Spirit and HSD supplied to the FRANCHISEE hereunder shall be
in accordance with the BIS specification laid down therefor . All other products supplied
by the COMPANY to the FRANCHISEE shall be in accordance with the specification
therefore laid down by the COMPANY from time to time . The FRANCHISEE shall take
every possible precaution against contamination of COMPANY's products by water, dirt
or other things injurious to their quality and shall not in any way directly or indirectly
alter the specifications of the said products as delivered . In the interest of the
consumers, the COMPANY shall have the right to exercise at its discretion at any time
and from time to time quality control measures for products marketed by the COMPANY
and lying with the FRANCHISEE.

RECORDS & ACCOUNTS:

(a) The FRANCHISEE shall maintain a register and such other records as may be advised
by the COMPANY from time to time indicating there in the products sold to customers
and money realised therefore and to make records available to the representatives of
the COMPANY at all times during the pendency of this Agreement.

(b) The FRANCHISEE shall maintain a complete account of the products sold by the
FRANCHISEE. In the event of any discrepancy between the quantity of the products
delivered by the Company and the quantity of the products sold by the FRANCHISEE
except to the extent of product loss due to evaporation or leakage, the FRANCHISEE
shall be deemed to have committed breach of this Agreement, which will entitle the
COMPANY to suspend / terminate this Agreement forthwith. Such suspension /
termination will be based on the applicable Company guidelines in that regard and as
amended / modified by the Company from time to time.
PUMPS - WORKING CONDITION:

(a) The FRANCHISEE shall be responsible to see that full and proper measure is
delivered from the pumps installed on the SAID PREMISES and shall have no recourse
against the COMPANY for any loss, damage, cost, charge or expenses which the
FRANCHISEE may at any time suffer by reason of the pumps delivering wrong measure
or by reason of the Motor Spirit or HSD becoming contaminated in any way. If at any
time the pumps shall be delivering wrong measure or shall develop any other defect the
FRANCHISEE shall forthwith report such defect in writing to the COMPANY and subject
to sub-clause (b) hereunder shall not operate the defective pump or pumps further until
the defect shall have been remedied / rectified by the FRANCHISEE to the entire
satisfaction of the COMPANY.
(b) If and so long as a pump is delivering per litre measure a quantity which is within
the tolerance limits of excess or deficiency hereinafter mentioned the pump shall not by
reason merely of the fact that it is delivering per litre measure an amount in excess or
deficient of one litre be deemed to be not in good repair or to be delivering wrong
measure and the FRANCHISEE shall not by reason merely of such fact have any claim
against the COMPANY or be liable to report such fact to the COMPANY or to cease
operating the pump. The tolerances hereinbefore referred to are those permissible
under the law relating to weights and measures for the time being in force in the locality
where the pump is situated.

PRICE & PAYMENT:

(a) The COMPANY will deliver its products to the FRANCHISEE at the rates announced
by the COMPANY from time to time. The COMPANY will make delivery of products to
the FRANCHISEE against payment in cash or by cheque or demand draft. The COMPANY
may, however, at its sole discretion agree to or alter the terms and / or mode of
payment as it deems fit with the FRANCHISEE from time to time and for such period (s)
as the COMPANY considers appropriate.
(b) In addition to any right of lien to which the COMPANY may by law or under this
Agreement be entitled, the COMPANY shall have a first charge or lien and the
FRANCHISEE agrees to give first charge or lien to the COMPANY on all goods and
equipment of the FRANCHISEE for the unpaid price of any goods sold and delivered to
the FRANCHISEE by the COMPANY under this Agreement.

CUSTOMER SERVICES:

(a) The FRANCHISEE shall at all times during the currency of this Agreement uphold
the interest and image of the COMPANY and shall not do any act which will
jeopardise the interests of the COMPANY.

(b) The FRANCHISEE shall provide and maintain standard of courtesy and service
for the motoring public in all respects as established by the COMPANY from time
to time and at all times to the COMPANY's complete satisfaction.

(c) The FRANCHISEE shall at its own cost employ adequate and competent staff,
properly attired in the mode , fashion and uniform as suggested or prescribed by
 the COMPANY , to attend to the work of dispensing the COMPANY's products into
the customer' s vehicles and for providing services including certain free services
to the customers ' satisfaction in accordance with the general instruction given
or laid down by the COMPANY from time to time.

(d) Amongst the services to be provided by the FRANCHISEE in addition to

dispensing Petrol , HSD, other petroleum products and other products and
services the FRANCHISEE shall ensure the following:

(i) Supply of free air and radiator water to all customers during the hours of
operation of the Retail Outlet.

( ii) Clean drinking water facilities to be provided at all times.

( iii) Toilets to be kept clean and odour free.

(iv) As and when required by the COMPANY, the FRANCHISEE shall set up on the
SAID PREMISES such other facilities to render services to the customers inclusive of
but not limited to eatery , provision store, so as to ensure total customers'
satisfaction.

FORCE MAJEURE:

Neither party shall be liable for any default or delay in the performance of its
obligations when such default or delay is due to any events beyond its reasonable
control, including act of God , strikes Labour dispute , epidemic , cyclone, flood ,
earthquake , drought, fire, explosion , atmospheric disaster, war, riot, revolution , act or
decision of any Governmental Authority, change of Law which adversely affect the
performance of the parties (Force Majeure Events ). The party affected by a Force
Majeure Event shall promptly and in any case within two days of occurrence or
knowledge thereof inform the other party of the nature, probable duration and impact
thereof and both parties shall take all reasonable measure to limit the consequences of
the underlying Force Majeure Event to a minimum.

TERMINATION:

(I) The COMPANY shall be at liberty to suspend/terminate this Agreement

forthwith upon or at any time on the happening of any of the events
following:

(a) The FRANCHISEE being an individual, if judged insolvent or if an encumbrance

takes possession of or a receiver is appointed of any part of the assets or
property of the FRANCHISEE.
(b) The FRANCHISEE, being a firm, if any member of the FRANCHISEE id adjudged
insolvent or if an encumbrance takes possession of or a receiver is appointed of
any part of the assets or property of the FRANCHISEE.
(c) The FRANCHISEE, being a COMPANY or Co-operative Society, goes into
liquidation whether voluntarily or compulsorily or if an encumbrance takes
 possession of or a receiver is appointed of any part of the property of the
FRANCHISEE.
(d) If the storage licence of petroleum products is/are cancelled or revoked by the
authority granting it or any authority authorised to do so;
(e) If the FRANCHISEE for any reason other than due to the COMPANY's default fails
to maintain supply of Petroleum products or Lubes to the public through the
SAID FACILITIES for any period exceeding 24 hours;
(f) If the FRANCHISEE fails to make payment of any amount due and payable to the
Company and such unpaid amount or part thereof remains overdue for payment
for more than 30 days.
(g) If the FRANCHISEE deliberately contaminate / adulterate / tamper with the
quality of any of the COMPANY's products or sells contaminated / adulterated
product(s).
(h) If the FRANCHISEE is in breach of any of its obligations and stipulations
contained in this Agreement.
(i) If the FRANCHISEE shall commit or suffer to be committed any act which in the
opinion (which shall be final and binding on the FRANCHISEE) of the Marketing
Director of the COMPANY for the time being in Mumbai or any other person
nominated for this purpose by the COMPANY is prejudicial to the interest or
good name of the COMPANY or its products.
(j) If the FRANCHISEE either by itself or by its servants or agents commits or suffers
to be committed any act, which is prejudicial to the interest or good name of the
COMPANY or its products.

(II) In the event of any such termination pursuant to clause (l) hereinabove, the
COMPANY shall have the first option to purchase the SAID FACILITIES at the written
down market value of the SAID FACILITIES on the date of such purchase. For working
out the written down value of the FACILITIES a deduction of 12.5% per annum on the
total cost of the FACILITIES on reducing balance basis every year, shall be considered.

ARBITRATION :

(a) All disputes and differences of any nature whatsoever or any claim, cross claim,
counter claim or any dispute arising under or out of this Agreement or any breach or
alleged breach of any of the covenants thereof or as to the interpretation of any clause
/provision of this Agreement or any of the provisions contained herein shall be referred
to a sole arbitrator to be appointed by the COMPANY and the Franchisee hereby
consents to the same and the proceedings shall be governed by the provisions of the
Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment
thereof, from time to time in force.

(b) The venue of such arbitration shall be Mumbai and the language of the proceedings
will be in English.

JURISDICTION:

The parties hereby agree that the Courts in the city of Mumbai alone shall have
jurisdiction to entertain any application or other proceedings in respect of anything
arising under this Agreement.
ENTIRE AGREEMENT:

This Agreement with annexures hereto constitutes the entire agreement among the
parties hereto and supersedes all prior agreements and understandings, oral or written
in respect of any aspect covered by the Agreement. In the event, there is any conflict
between such other agreements and understandings and any term or condition
contained in this Agreement, the terms of this Agreement shall prevail.

IN WITNESS WHEREOF the parties hereto have executed these presents the day, month
and year first above written.

{SIGNED AND DELIVERED}

By the within named COMPANY}
ESSAR OIL LIMITED}
Through its authorised signatory

SIGNED AND DELIVERED

By the within named FRANCHISEE
Pickmee petroleum
Through its sole Proprietor
Mr. XYZ

In Presence of

………………………………………………………….