THIS AGREEMENT is made on November 26th 2016, BETWEEN Key2Gyaan,

hereinafter called as “The Company” represented by Mrs Beena D S aged 45 years

W/o D.C. Sanjuwar having its principal office at Sunwatt House- MIG C-20, Dr. A.S
represented by ______________________ having its principal office at
____________ Hereinafter called as “The Franchisee”

Object of the contract

“The Company” desires to grant to qualified parties, a license to own and operate a
Franchisee Business utilizing the Trade Marks, marketing techniques, contract and
other business forms, methods, procedures, standards, sales promotion, ongoing
research and certain management support furnished by “The Company” from time to
time for the Dermatoglyphics Multiple Intelligence test Systems & Analysis.
“The Company” will extend to “The Franchisee” the ability to take advantage of the
services and economics as will be occasioned by the use of “The Company’s”
programs.
“The Franchisee” understands that the specifications and controls established and
insisted upon by “The Company” and “The Franchisee” desires to be franchised to
operate a Franchisee Business pursuant to the terms hereof in Franchisee Territory
hereinafter described.
Franchisee Business includes without restriction the sale, counselling and related
services (collectively referred to herein as the “Services”) and provision of
Dermatoglyphics Multiple Intelligence & Innate Analysis (DMIIA) and other services
& programs (collectively referred to herein as the “Products”) under the trading name
of Key2Gyaan “The Company” within the area (hereinafter referred to as the
“Franchisee Territory”)

Independence of the Parties

“The Company” is the sole and exclusive owner of all rights, title and interest in and
to the Trade Marks and the goodwill of “The Company” in connection with the Trade
Marks that will be used in Franchisee Territory. “The Franchisee” is an Independent
entity carrying out its business activities related to ____________in _____________.

Term & Commencement of activity

“The Franchisee” accepts the above license from “The Company” subject to the
terms of this Agreement and agrees that it shall cause to establish, at “The
Franchisee’s” office premises/location, in a manner acceptable to “The Company”
acting reasonably, an enterprise for the carrying on of Franchisee Business within 30
days from the date of this Agreement. This agreement is valid for 2 years after which
the agreement can be renewed
Training fees, Pricing structure & Payment Terms

The Training fee is Rs. 15,000 /- which is non-refundable. “The Franchisee” has to
pay this amount to “The Company” as 100% advance.
In return of the above, the Franchisee will receive the following:
1- DMIA scanning Software with User id and Password. (For 2 systems/ laptop)
2- Training to The Franchisee team (up to 3 persons). Training will be held at
Key2Gyaan’s H.O at Hyderabad. Travel, Lodging and Boarding expenses to be
borne by “The Franchisee”.

“The Franchisee” has to maintain standard fee structure as given in the Annexure for
the retail market and if found charging more or less than the standard fee structure
“The Company” has the rights to terminate the agreement without any notice.

The sale price of each Dermatoglyphics Multiple Intelligence & Innate Analysis to
end customer and the revenue sharing between “The Company” and “The
Franchisee” is as per the Annexure mentioned below.

Advertising

“The Company” has the rights to require “The Franchisee” to submit for prior
approval from “The Company” for all advertising or promotional material prepared by
“The Franchisee” for use in connection with the Franchisee Business, and “The
Franchisee” shall not use any unapproved advertising or promotional materials. “The
Franchisee” agrees to refrain from any advertising practice which may be injurious to
the business of “The Company”, the goodwill associated with the Trade Marks or to
the business of the other Franchisee of “The Company”. Further, “The Franchisee”
shall participate in such advertising programs as “The Company” deems appropriate
from time to time in connection with Franchisee Business.

Confidentiality
“The Franchisee” expressly acknowledges and agrees, as between the parties
hereto, that:
 “The Company” is the sole and exclusive owner of all rights, title and interest
in and to the Trade Marks and the goodwill of “The Company” in connection
with the Trade Marks that will be used in Franchisee Territory. For greater
certainty and without limiting the generality of the foregoing Franchisee
disclaims any right, title and interest in or to the goodwill of “The Company” in
Franchisee Territory, or anywhere else and agrees to not challenge, or be a
participant, in any manner whatsoever in any challenge to the ownership, use,
title or benefits gained or held by “The Company” in the Trade Marks, and
goodwill;
 The Trade Marks are valuable property and represent valuable property rights
all of which are owned by “The Company”;
  The Trade Marks shall be used only in connection with Franchisee Business
or in any other way that may be approved or specified by “The Company”;
 “The Franchisee’s right to the use of the Trade Marks is limited to conduct of
its business arising out of providing the Products and Services in the
Franchisee Territory, except with the express prior written consent of “The
Company”;
 “The Franchisee” shall use no other trademarks of “The Company” in
Franchisee Business except with the express prior written consent of “The
Company”;
 “The Franchisee” shall adopt and follow diligently and in good faith the
system, program and methods prescribed from time to time by “The
Company” acting reasonably, for Franchisee Business;
 “The Franchisee” acknowledges that it is obliged to offer all of the Products
and Services required of it by ““THE COMPANY” “acting reasonably from time
to time; “The Franchisee” acknowledges that the disclosure of any confidential
information or trade secrets to competitors of “The Company”, or to any party,
would be highly detrimental to the best interests of “The Company” and the
companies and businesses which “The Company” is managing and
administering and Franchisees of “The Company”.

Transfer of contract

Any attempt by “The Franchisee” to sell, transfer or assign this Agreement without
““THE COMPANY”’s” consent in writing shall constitute an act of default and permit
“The Company” to immediately terminate this Agreement. In the event “The
Franchisee” wishes to sell, transfer or assign its rights under this Agreement to a
third party, “The Franchisee” shall immediately give notice thereof to “The Company”
in writing and “The Company” shall have the prior option to purchase “The
Franchisee’s” rights on the same terms as offered to the third party, such option to
be exercised by “The Company” within 30 days of receipt of the written notice from
“The Franchisee”.
Neither of the parties may assign any rights and/or obligations under this Agreement
to any third party without the prior written consent of the other party.

Termination of contract

On the expiry or termination of this Agreement for any cause, “The Franchisee” shall
forthwith do all things and sign all documents necessary to confirm the following:
 “The Franchisee” shall unconditionally assign to “The Company” all rights it
has or might have to all customer contracts and sub-contract agreements in
existence in Franchisee Territory on the effective date of termination.
 All of “The Franchisee’s right to the use of Trade Marks and the right and
license to conduct the Franchisee Business in Franchisee Area and shall
revert to “The Company”.
 All right, title and interest of “The Franchisee” in and to this Agreement shall
become the property of “The Company”.
Post-contractual obligations
As part of the Post-contractual obligations, it is hereby agreed that this Agreement,
all its Schedules, all correspondence between “The Company” and the “The
Franchisee” and all documents, transaction slips, any bills and the like as used by
“The Franchisee” and all customer lists and information relating to same, in any form
whatsoever, including information stored in any form of database or computer or
electronic system and all transcriptions upon any bills or documents or memo pads
either by hand or mechanical or electronic means (collectively referred to herein as
the “Copyright Material”) are hereby irrevocably assigned to “The Company”.

Force Majeure

In the event of any Force Majeure effect caused by fire, flood, earthquake, acts of
God, and acts of public enemy, wars, insurrections, riots, strikes, and lockouts, the
Agreement term shall be extended accordingly.

Notification

Notice under this Agreement shall be deemed sufficient if sent by courier to the
addresses given below (and delivery shall be deemed received pursuant to the
representation thereto by the courier) unless one party shall have given notification
of a new address in writing to the other party and then notice may be given to such
address.
If to “The Company” Key2Gyaan, Sunwatt House-MIG C-20, Dr.A.S.Rao Nagar,
Hyderabad, Telangana-500062.
If to “The Franchisee____________________

Applicable law, arbitration and competent jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of
India, which laws shall govern all questions arising hereunder.
In case of any dispute, the matter will be referred to the arbitrator for adjudication of
such dispute and his decision would be binding as per provision of Arbitration and
Conciliation Act, 1996.
This Agreement shall be entered into in two copies, each of which when so executed
shall be an original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
____day of _______& in year 2016.

For Key2Gyaan For _________

Date:
Place:
Annexure:

1. The retail price per report is Rs. 3,500/-

2. Rates for bulk scans more than 25/50/100 and above4 from one institution/
School/ College the price will be fixed after mutual discussion based on
confirmed numbers.
3. Revenue sharing per report will be 65:35 i.e. 65% to the franchisee and 35%
to Key2Gyaan.
4. The retail price can vary for tier 2, tier 3 cities. Can arrive at a price after
market research and mutual discussion.
5. The reports will be generated and sent only after the payment is done in
advance.