Draft Franchise Agreement R G Legal Services

Franchise Agreement

Between 

R G Legal Services

AND

Franchise / Franchisee

WHEREAS the R G Legal Services has developed a network of accountants, advocates, lawyers, chartered accountants, company secretaries, detectives, investors, paralegals, property consultants, security personnels and others to provide the ‘legal services’ under the commercial name of R G Legal Services;

WHEREAS the R G Legal Services is also desirous to appoint the Franchise to facilitate the R G Legal Services and the sister concerns, as spelled out separately in this agreement;

WHEREAS the R G Legal Services is desirous to hire services and the Franchise is desirous to give services in the R G Legal Services and sister concerns, as spelled out separately in this Franchise Agreement;

NOW THEREFORE for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. PREAMBLE: The preamble contained hereinbefore shall constitute an integral part of this Agreement and shall be considered for the purpose of giving effect to the intention of the parties.

2. Definitions:

1. R G Legal Services means M/s. RANJIT GHATGE LEGAL SERVICES PVT. LTD. (A Company Registered under the Companies Act, 1956 vide Corporate Identification Number U74900PN2009PT134845, dt. 16th October, 2009) PAN AAECR6761Q, Registered Address at: Rashtra Aikya Vyaspeeth Bhavan, 1295/1A, B ward, Behind Vitthal Mandir, Upon Janata Bank, Daivadnya Boarding Road, Kolhapur – 416012. (Hereinafter referred to as the R G Legal Services, which expression shall, unless repugnant to the context, include directors and their legal representatives)

2. Official Website means https://rglegalservices.com 

3. Franchisee Means an individual or company or group of people that holds a franchise for the sale of goods or operate services of R G Legal Services. (Hereinafter referred to as Franchisee, which expression shall, unless repugnant to the context, includes his legal representatives and heirs)

4. Franchise means an authorisation by way of approval granted by R G legal services to an individual or group of people defined as franchisee above in para no. 2.2, enabling them to carry out specified commercial activities for the products and services of R G Legal Services.

5. Approval means approval of a franchise through the official website of R G Legal Services.

6. Services means The services means all services provided by the R G Legal Services through Brand name R G Legal Services including-

1. Legal services related to judiciary,

2. Legal services related to quasi judicial bodies,

3. Legal services related to government bodies,

4. Legal services related to semi-government bodies,

5. Detective services under the separate brand of GUPTACHARAM,

6. Real Estate services under the separate brand of STHAVAR,

7. Security services under the separate brand of GARUDA, 

8. Knowledge sharing and co-operation by and for R G Legal Services with related experts, etc.

7. SISTER CONCERNS Following are the sister concerns of each other:

1. Rashtra Aikya Vyaspeeth,

2. Ranjit Ghatge Legal Services Pvt. Ltd.,

3. GDK Foods Pvt. Ltd.,

4. Sthavar Developers Pvt. Ltd.,

5. Gruham Marketing Pvt. Ltd.,

8. RASHTRA AIKYA VYASPEETH An NGO registered under the Societies Registration Act, 1860 vide registration no. MAH/22655, dt. 13/05/2006 and under the Bombay Public Trusts Act, 1950 vide registration No. F-25940/Kolhapur, dt. 06/09/2013.

9. GDK FOODS PVT. LTD. A company registered under the Companies Act, 1956 vide Corporate Identification Number U15549PN2016PTC166037, dt. 17th August, 2016.

10. STHAVAR DEVELOPERS PVT. LTD. A company registered under the Companies Act, 1956 vide Corporate Identification Number U70109PN2017PTC170286, dt. 3rd May, 2017.

11. STHAVAR REAL ESTATE Real estate services like sell, purchase and holding of immovable properties through Sthavar Developers Pvt. Ltd.

12. Gruham Marketing Pvt. Ltd. A company registered under the Companies Act, 1956 vide Corporate Identification Number U15134PN2020PTC192339, dt. 24th July, 2020.

13. ALLIED CONCERNS: Any concerns, business or social, undertaken by the sister Concerns are allied concerns.

14. ASSOCIATE Any person or legal entity entering into an agreement of this kind is an associate of the sister concerns and allied concerns.

15. RAKSHAK & RAKSHIKA An active member male or female or other, paying yearly contribution of the NGO Rashtra Aikya Vyaspeeth shall be the Rakshak, Rakshika or Rakshak respectively. 

16. Copyright The word copyright has not been defined in the Indian Copyright Act, 1957. The Meaning of copyright has been provided in Section 14 of the Act. Therefore, within the four corners of the provisions of the enactment, the copyright means exclusive right of R G Legal Services to do or authorised to do as provided under Section 14 in respect of the Services defined in clause 2.5 above.

17. Computer Program As defined in section 2(ffc) of the Indian Copyright Act, 1957.

18. The City of Kolhapur: means, the area of Kolhapur City under the limits and control of Kolhapur Municipal Corporation as on 1st January, 2017, excluding any present or future extension of boundaries.

19. The Commercial Exploitation The use of R G Legal Services for commerce.

20. Commerce means carrying on any trade, business or profession, sale or exchange of R G Legal Services in the particular PIN Code area, of any type whatsoever and includes the running of business in view to make profits. (This definition is based on the definition of ‘commerce’ explained on Page No. 878, Para No. 1 of Advanced Law Lexicon, Book I, by Jj. Y. V. Chandrachud, Hon’ble Former Chief Justice of India).

21. Consideration shall include,

1. The sharing of commercial exploitation rights in R G Legal Services and the sister concerns along with the future updates and along with the technical backup is the consideration to be given by the R G Legal Services to the Franchise. The smooth running of R G Legal Services in the period of this agreement is the consideration given and to be given by the R G Legal Services to the Franchisee. Sharing shall be decided from time to time between the parties as per the policies of R G Legal Services and sister concerns. Consideration shall be paid in the bank account of the Franchisee.

2. The Franchisee shall give and keep available all physical efforts and expertise and skills as an accountants, advocates, lawyers, chartered accountants, company secretaries, detectives, investors, paralegals, property consultants, security personnels and others to R G Legal Services services and sister concerns. Such contribution towards the development of R G Legal Services and sister concerns is the consideration to be given by the Franchisee to the R G Legal Services in the period of this agreement. Job chart of the Franchisee shall be decided from time to time.

22. The collection from commercial exploitation shall include – Income from sister concerns of R G Legal Services in case the said network and services are commercially exploited by the Franchisee.

23. Physical Objects The physical objects related to the R G Legal Services are as below –

1. Premises owned by R G Legal Services and its sister Concerns

2. Documents owned by R G Legal Services and its sister Concerns

3. Software owned by R G Legal Services and its sister Concerns

4. Vehicles owned by R G Legal Services and its sister Concerns

5. Hardware owned by R G Legal Services and its sister Concerns

6. Etc.

24. Ownership of the R G Legal Services and sister concerns and the copyright in it is the ‘ownership’ of R G Legal Services as defined on Page No. 3430 of Advanced Law Lexicon, Book III, by Jj. Y. V. Chandrachud, Former Chief Justice of India, and shall include the collection of rights allowing the R G Legal Services to use and enjoy network of R G Legal Services and the copyright in it, the intellectual properties in it, including the right to delegate the powers of commercial exploitation to Franchisee for the allotted PIN Code number.

25. Data: Data includes –

1. All intellectual property of R G Legal Services and sister concerns saved either in hard copies or software of any kind

2. Marketing material

26. Email:

1. Email ID of R G Legal Services is: info@rglegalservices.com 

2. Email ID of Franchisee is: shall be decided from time to time as per area of the PIN code number has been specifically known for.

27. Communication made only through the Email ID’s mentioned in Para No. 2.26 shall be ‘communication’ for the purpose of this agreement. No other form of communication like; telephonic talk, mobile talk, oral expressions, and letters in hard copies shall be treated as valid communication between the parties. This clause shall have the exception of ‘termination clause’ paragraph number 8. Any formal communication made on telephone or mobile or any personal oral communication, shall not be considered or acknowledged, especially in the event of any kind of loss of reputation, money, documents, etc. 

28. Bank account 

1. Bank account of R G Legal Services is: 

RANJIT GHATGE LEGAL SERVICES PVT. LTD.

State Bank of India

Account Number 00000031261969884

IFSC : SIN0000413

2. Bank account of Franchisee is: as provided by Franchisee at the time after approval.

3. Joint bank account is: there is no joint account today, therefore joint bank account shall be any future bank account as defined in para no. 2.28 below.

29. Joint Bank Account shall be in the joint names of R G Legal Services and Franchisee to be operated only with joint signatures of authorised persons of the respective parties either in physical banking or in net banking or mobile banking. The joint account shall be a commercial account or current account in the name of Franchisee. Joint accounts can be opened if so necessary.

30. Books of Accounts means and includes Books of Accounts as defined under section 209 of Companies Act, 1956 with appropriate relevance and necessary changes to the context of this agreement.

31. Gross Profit For the purpose of this agreement gross revenue collection, without any deduction from the commercial exploitation of R G Legal Services shall be treated as Gross Profit.

32. CA and Associate CA Chartered Accountant appointed by R G Legal Services shall be the CA. Associates defined by the CA shall be the Associate CA. Any accounting finalised by CA and his associates shall be binding on both the parties. Such accounting shall not be appealable.

33. Expenses of the R G Legal Services The expenses caused by the R G Legal Services–

1. To develop the R G Legal Services (the legal services),

2. To possess the R G Legal Services,

3. To upgrade the R G Legal Services,

4. To redevelop, reconstruct the R G Legal Services,

5. To operate the R G Legal Services, shall be borne by the R G Legal Services.

34. Expenses of the Franchisee All expenses caused in the activities of the commercial exploitation of the R G Legal Services shall be borne by Franchisee.

35. Joint Expenses The parties shall bear their own costs in exceptional cases where the contingencies cannot be predicted today the joint expenses to the exclusion of clause no. 2.32 and 2.33 above shall be borne in 70:30 ratio means Franchisee shall bear 70% part and the R G Legal Services shall bear 30% part of the joint expenses. As this is an exception, the right of treating any expenses as expense either of R G Legal Services, or Franchisee, or Joint, shall be vested exclusively in R G Legal Services.

36. Account Keeping Franchisee shall be liable to keep Books of Accounts. The Franchisee shall make the Books of Accounts available to the R G Legal Services within 24 Hrs. of the communication whenever and wherever required by R G Legal Services.  

37. Place of Business For any kind of third Party communication, the name and address of business shall be as below – 

1. For R G Legal Services, it is the registered address of R G Legal Services.

2. For Franchise - it is the address of Franchise provided by Franchisee at the time of approval.

38. Place of filing and storage shall be – Described Address of R G Legal Services in separate room/cupboard/etc., for all documents, objects etc. in relation with this agreement.

39. Place of Work of Franchisee Address of the Franchise shall be the place of work of franchisee.

40. Geographical Area of the Franchisee shall be defined as per the area defined by the Indian Postal Services Department for each PIN code number.

3. The original hard copy, if any, of this agreement shall be kept in possession of R G Legal Services.

4. The notarized copy, if any, self attested by Franchisee after being Photostatting, such true copy shall be kept in possession of Franchisee. The true copy shall be treated as original for all purposes of this agreement and shall be acceptable by R G Legal Services as primary evidence as defined in Indian Evidence Act, 1872 Section 62.

5. The copy after clicking “I Agree” below the Franchisee Form shall be kept in the official data bank of R G Legal Services. And shall be a primary electronic evidence as defined in Indian Evidence Act, 1872 Section 65B(1). 

6. Non-Disclosure Agreement None of the parties shall be around each other to disclosure or otherwise reveal to any third Party any confidential information provided, particularly that concerns lenders, sellers, buyers name, bank information code, reference and or any such information advised by others as being confidential without the written consent of the other Party each Party agrees to keep confidential the names, address, telephone numbers, TAN, ID number, email address and PAN of any contacts introduced by other Party unless prior written consent/permission given by the introducing Party.

7. Essence of the contract: The Franchisee shall keep himself available as a Franchise to the R G Legal Services in the period of the agreement. Therefore, availability of the Franchisee as a Franchise is the essence of contract. R G Legal Services shall pay the share of Franchisee from time to time. The payment of shares by the R G Legal Services shall also be the essence of the contract. In short, the strict observance of the mutually agreed considerations shall be the essence of the contract.

8. Termination Either of the Party can terminate this contract for any reason only after 60 days prior notice to that effect. In these 60 days of the notice period the other Party may choose the legal way to answer the notice etc. But neither of the Party will approach the Arbitrator without making efforts to hold at least 3 records of conciliation of 2 Hrs. each in the place of business.

9. Exit Either of the Party can exit the agreement without any prior notice of another Party infringing the essence of the contract.

10. THE WARRANTIES OF THE R G Legal Services:

1. The R G Legal Services hereby warrants that they have developed the R G Legal Services on their own and no other entity, whether individual or otherwise, has any right in the R G Legal Services and sister concerns, which may be infringed by execution of this Deed.

2. The R G Legal Services hereby warrants that it has absolute and freehold ownership of the R G Legal Services and sister concerns in the globe and that it has not granted any rights with respect to the R G Legal Services and sister concerns to any third Party including any licence or ownership or any other right to retain, use, copy, sell, market, reproduce, distribute, develop or to deal with it in any manner, whether commercial or otherwise. 

11. SECURITY DEPOSIT payment

The Franchisee shall pay an amount of Rs. Fifty Thousand Only (Rs. 50,000/-) to the R G Legal Services as the security deposit towards this agreement. This deposit shall be refundable, without any kind of interest, at the time of termination of the agreement. The refund is subject to indemnity in clause 19 below.

12. Franchise Fees The Franchisee shall pay an amount of Rs. Fifty Thousand Only (Rs. 50,000/-) to the R G Legal Services as non refundable the Franchise Fee towards this agreement.

13. Franchise Renewal Fee The Franchisee shall pay every year an amount of Rs. Six Thousand Only (Rs. 6,000/-) to the R G Legal Services as non refundable the Franchise Renewal Fee towards this agreement.

14. Transfer of Share It is hereby understood by the Parties that the lump sum consideration referred to hereinbefore amounts to the entire consideration towards the transfer of the said share from the R G Legal Services to the Franchisee.

15. Exclusivity The R G Legal Services hereby agrees that it shall not create any third Party right, title or interest in the R G Legal Services in the PIN Code area without the prior written consent of the Franchisee.

16. DELIVERY OF PHYSICAL OBJECTS The R G Legal Services shall after execution of this Agreement, deliver to the Franchisee-

1. its entire inventory of copies of the marketing material of the R G Legal Services (that is the contents of the website). 

2. R G Legal Services shall provide within 96 hours of the acceptance of the agreement, Franchise access on website by providing unique username and password to the Franchise;

17. THE COVENANTS OF THE R G Legal Services

1. The R G Legal Services hereby covenants not to develop or redevelop the R G Legal Services in its present form or with any modification thereto in the Geographical Area of the Franchise, save as otherwise permitted by the Franchisee.

2. The R G Legal Services shall execute and deliver such further conveyance instruments and take such further steps as may be necessary or desirable to evidence fully and more effectively the transfer of 100% share in the commercial exploitation of the R G Legal Services in PIN code area. to the Franchise, as set out herein.

18. CONFIDENTIALITY

1. The Franchisee hereby agrees to maintain confidentiality vis-a-vis the third parties with respect to the source code of the Software and with respect to any other information pertaining to the development or functioning of the software. 

2. The Franchisee agrees not to disclose or discuss, even for the educational or academic purposes, the functionalities or any other information with respect to the Software, which may enable any third Party to develop identical or similar software or which may lead to infringement of the copyright in the Software.

19. INDEMNITY

1. The Franchisee shall indemnify R G Legal Services with respect to any claims or demands arising against the Franchisee in the event such claims or demands arise out of the misrepresentations or false or incorrect warranties of Franchisee.

2. The R G Legal Services shall always keep the Franchisee indemnified for any loss or damage suffered by the Franchisee in the event such loss or demand is attributable to any misrepresentation or false or incorrect warranty of the R G Legal Services.

20. Privilege of R G Legal Services R G Legal Services shall only enjoy all prvillege over the mercantile and commercial exploitation of clients over the franchisee, with the exception of the consideration and expenses expressed in paragraphs mentioned above.

21. Privilege a franchisee

1. R G Legal Services shall provide the clients to the franchisee.

2. R G Legal Services do all expenses to maintain and bring up the goodwill of R G Legal Services and franchisee And experts.

3. The franchise has a privilege to use the goodwill of R G Legal Services.

4. In addition to the consideration and expenses mentioned in this agreement, franchisees shall have the referral income at the rate of 10% of the total collection from the particular client provided by franchise to R G Legal Services, For references given by franchisee for R G Legal Services.

5. The franchisee as far as possible do only and expand only the business of R G Legal Services on any possible event.

6. The franchise is not restricted from expanding its personal practice area to any geographical areas.

7. A Client coming to franchisee from R G Legal Services shall be treated as a client of R G Legal Services for all the purposes of this agreement of including customer care.

8. R G Legal Services shall have no control over any personal client of franchisee nor the revenue thereof. 

22. Terms and conditions for the employees

1. Franchisee shall provide facilities to employees of R G Legal Services For any purpose to work in the office premises of franchisee.

2. The payments and other incentives of employees provided by R G Legal Services shall be paid by R G Legal Services.

3. The payments and incentives of minimum employees appointed by franchisee as per clause number 25(h) shall be Borne by franchisee.

4. The delegates sent from the head office of R G Legal Services shall have all rights of access in the office premises and access to the books of accounts and computer system, etc. in the franchisee, for any purpose of R G Legal Services.

23. Reports the franchise is bound to send the following reports to R G Legal Services on periodical basis i.e. daily report, cash collection report, if any, (shall include the names of partner with client code with description / particulars of the transaction and exact amount of such transaction), weekly report, monthly report,  trimonth or quarterly report,  six monthly or half yearly report and yearly report. The franchise is bound to communicate the answer of any query communicated by R G Legal Services with immediate effect, i.e. within a time of 96 hours from communication from R G Legal Services.

24. Goodwill of R G Legal Services shall include, all promotional material owned by R G Legal Services like website, visiting cards, brooches, badges, logo, TM, copyrights, and all other intellectual property, etc.

25. Requirements of office premises of franchisee

1. CCTV,

2. Minimum 100 square feet office area,

3. Own computer system,

4. Ownership or minimum rent agreement for period of this contract of the premises,

5. Internet Broadband facility,

6. Table, chairs and waiting for clients

7. Storage of documents and stationery

8. Full time employees required in the office are:  accountant, communicator and peon.

26. DISPUTE RESOLUTION

1. Any dispute arising out of or in relation to this agreement including any dispute with respect to the interpretation of the clauses hereof shall be resolved by way of arbitration to be conducted strictly in accordance with the Arbitration and Conciliation Act, 1996.

2. The sitting of the Arbitration shall be Kolhapur and the arbitral tribunal shall comprise of a sole arbitrator to be appointed by the R G Legal Services.

3. The sole agreed single arbitrator by and between the parties shall be appointed by R G Legal Services from delegates of R G Legal Services, like CMD, Director, other position holder.

4. The parties shall make their best possible endeavour to conciliate the matter under the provisions of the Act.

5. The conciliation shall be in writing.

6. In case of non conciliation only, the matter shall be referred to the sole administration for final decision.

7. The decision of the sole arbitrator shall be final in any way.

8. The sole arbitrator shall be appointed under the provisions of the Act.

9. The act for the purpose of this clause means and includes, the Arbitration and Conciliation Act, 1996 and the Rules thereunder, as amended from time to time. 

27. SEVERABILITY The clauses of this Deed shall be deemed to be severable. The unenforceability of any of the clauses hereof shall not affect the enforceability of the other clauses hereof.

28. NON-COMPETITION AGREEMENT the Franchisee agrees not to enter into or start a similar profession or trade in competition against the R G Legal Services. The Franchisee hereby acknowledge (1) that the R G Legal Services will suffer irreparable harm if the Franchisee breach obligations of the Franchisee under this Agreement; and (2) that monetary damages will be inadequate to compensate the R G Legal Services for such a breach. Therefore, if the Franchisee breaches any of such provisions, then the R G Legal Services shall be entitled to injunctive relief, monetary damages, in addition to any other remedies at law or equity, to enforce such provisions, and as revenue recovery.

29. Period of agreement Shall be 12 calendar months from the date of acceptance of the agreement by the franchise. The agreement shall come into and automatically from after completion of 12 months.

30. Renewal Either party willing to renew the agreement or extend the period of agreement shall inform or communicate to the other party its intention at least 30 days before the end of the period of the agreement. The renewal will be confirmed after the payment of franchise renewal fees.

31. Jurisdiction All litigations before conciliation, arbitration or otherwise shall be subject to the jurisdiction of the local area of which the registered office of R G Legal Services of has been situated. It means the corporation area of Kolhapur Municipal Corporation.

32. Use of security deposit

1. R G Legal Services has a right to forfeit the security deposit in the event of any loss of R G Legal Services caused by infringement of any condition by franchisee.

2. Any condition means condition laid down in this agreement or let down in any latter communication supplemental to this agreement.

3. The forfeiture shall be limited to the amount of loss and compensation allowed by the arbitrator, etc.

4. If the amount of loss and compensation is not recovered from security deposit R G Legal Services has fullest rights over the person and property of the franchisee for the recovery and fullest satisfaction of such amount of loss and compensation, as the revenue recovery under revenue laws.

5. R G Legal Services has the fullest right to seize, seal, attach or auction the property of franchise for the recovery of said amount, as a revenue recovery.

6. In the event of exit, termination or end of the period of this agreement if no dues of loss or compensation claimed by R G Legal Services, R G Legal Services shall refund the security amount for the remaining security amount as the case may be within a period of 30 days from the date of happening of another of the event of of exit, termination or end of period, without interest. 

7. The franchisee has no right to claim interest over the security deposit.

8. Apart from security deposit, franchisee will sign a separate indemnity bond in this agreement, as below in clause 33.

9. Any amount paid by the franchisee shall be adjusted towards franchise fees in the first instance, franchise renewal fees in the second instance, and afterwards towards security deposit.

33. Indemnity clause

The franchisee shall indemnify the following:

1. The franchisee shall maintain confidentiality against the third party in favour of interest of R G Legal Services and to be derived from this agreement. 

2. The franchisee shall not misuse any part of goodwill of R G Legal Services.

3. Franchisee shall not do any business similar to R G Legal Services from any event of exit, termination for end of contract till the end of five years from the date of such event provided the exception of business or franchisee related to personal clients.

4. The franchisee shall provide to R G Legal Services all other clients which are not covered under the term of personal clientalel of franchise.

5. Franchisee shall provide R G Legal Services with the client code of that client for further communication, only regarding referral income.

6. Clients shall be provided with client code only from the head office of R G Legal Services and not any other office for franchisee.

7. In the event of franchisee stops doing business with R G Legal Services for the reasons for exit, termination or end of the agreement, R G Legal Services  has the fullest power to run its business in the same premises on any terms with the other party than the franchisee.

8. The franchisee is bound to prefer the colour combination and style of furniture recommended by R G Legal Services.

34. Accounting R G Legal Services shall provide at the expense of the franchisee and the franchisee shall maintain following books:

1. cash book

2. muster

3. salary book

4. expenditure account

5. purchase account, etc. 

35. Stationery R G Legal Services shall provide following stationery at the cost of franchisee to franchisee:

1. I card

2. Visitors book

3. Letterhead

4. Promotional stationery brochures,

5. Booklets,

6. etc.

36. Advertising franchisee shall support R G Legal Services to advertise the business of R G Legal Services, for franchisee. The expenses of promotional advertisement shall be Borne by R G Legal Services.

37. Property and Goodwill in event of retention of premises property of R G Legal Services shall be written in good condition in event of exit, termination and end of this agreement. In the event the franchisee wishes to retain the office premises described in this agreement after exit, termination or end of the period of agreement. The franchisee shall pay to R G Legal Services an amount of five times the average yearly revenue against the part of goodwill of R G Legal Services.

38. All other Indian laws for the time being in force are applicable to this agreement as per the legal status of the franchisee. 

39. The Franchise Agreement is binding on all parties, their assignees, Heirs and legal representatives.

40. IN WITNESS WHEREOF the parties hereto signify their consent by clicking “I agree” to the agreement.