Franchise Agreement

Updated atMarch 2010

This franchise agreement is made on this 10th day of May 1999 between....... Limited, 86 Bakshi Venue, Kobayashi, JAPAN (hereinafter referred to as the FRANCHISOR which term unless excluded by or repugnant to the context shall include its successors and assigns) of the one part and......... Limited, a Company registered under the Companies Act 1956 having its registered office at 56, Amar apartments, D.N. Road, Mumbai, India (hereinafter referred to as the FRANCHISEE which term shall unless excluded by or repugnant to the context include its successors and permitted assigns) of the other part.

WHEREAS the FRANCHISOR is carrying on business as a manufacturer of and dealer in different kinds of Washing Machines and has established a reputation and demand for its high quality Washing Machines and after-sales-service.

AND WHEREAS the FRANCHISOR through its exclusive research and practical business experience has developed secret, substantial and identified KNOW-HOW which forms a system for appropriate operation of business in the selling and servicing of washing machines and which is contained in the FRANCHISOR’S Operational Manual, which is the franchisisor’s sole property.

AND WHEREAS the said washing machine has been patented under the name and style of “TOKU” Washing Machines.

AND WHEREAS the FRANCHISOR has a package of non-selected practical information resulting from experience and testing by the FRANCHISOR which is the secret, substantial and identified and hereinafter called KNOW-HOW.

AND WHEREAS the FRANCHISOR’S KNOW-HOW in the body or in the precise configuration and assembly of its components is not generally known or easily accessible and not limited in the narrow sense the individual component of KNOW-HOW should be totally unknown or unobtainable outside the FRANCHISOR’S business and such KNOW-HOW is “secret” to the FRANCHISOR.

AND WHEREAS the KNOW-HOW includes the information which is of importance for sale of washing machines and its components and spares with the provision of service to the consumers end-users and in particular for the presentation of washing machines for sale, the processing of components in connection with the provision of services, methods of dealing with customers, administration and financial management, the KNOW-HOW is useful for the FRANCHISEE by being capable at the date of conclusion of the agreement, of improving the competitive position of the FRANCHISEE, inter alia, by improving its performance and helping it to enter a new market. All these are termed as “substantial KNOW-HOW”.

AND WHEREAS the KNOW-HOW is described in a sufficiently comprehensive manner so as to make it possible to verify that it will fulfil the criteria of secrecy and substantiality are termed as “identified”.

AND WHEREAS the FRANCHISOR has developed a System by virtue of having acquired the knowledge, experience in the field of electrical and manual operations of the washing machines, replacement or repair of its parts, oiling and cleaning of the related parts and to keep the machines in working condition.

AND WHEREAS the FRANCHISOR now intends to open sales and Service Centres in Mumbai and in the neighbouring States.

AND WHEREAS the FRANCHISOR owns the Registered Trade Marks used in relation to the said Washing Machines and after-sales-service. In addition, the FRANCHISOR owns the valuable good-will in slogans of distinctive Marks which Markings are other identifying characteristics.

AND WHEREAS stocks of washing machines of the FRANCHISOR in Kobayashi (JAPAN) or surrounding areas depends among other things, upon the provisions by the FRANCHISOR of a prompt, efficient satisfactory and courteous service to the consumers using the washing machines being the subject-matter of the Franchise including the accessories and spare parts and upon the vigorous cultivation and extension of the market for the washing machines.

AND WHEREAS the FRANCHISEE has assured that it will develop the business of sales and service of washing machines in Mumbai and neighbouring areas.

AND WHEREAS the FRANCHISOR has made enquiries about the financial soundness of the FRANCHISEE, the technical knowledge of the Managing Director of the FRANCHISEE, its sales personnel, accommodation and title to the said sales office and its total accommodation for storing and exhibiting the FRANCHISOR’S washing machines as also washing machines that might require repairing and servicing at the premises of the FRANCHISEE.

AND WHEREAS the FRANCHISEE has made enquiries into the title of premises...

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