BETWEEN:

Morpheus Human Consulting Private Limited

("the Company")
- and -

Your Company Name
("the Franchisee")


!"NCH#$E "%!EEMENT
This Franchise Agreement is made and entered into on 21
st
Feb 2010, between Morpheus uman
Consu!ting "#t$ %td$, and &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
'(C)TA%*+
To simp!i,y the !anguage in this Franchise Agreement, "we" or "us" or "our" or "the ,ranchisor"
means Morpheus uman Consu!ting "#t$ %td$ - "you" or "the ,ranchisee" means the person who
buys the ,ranchise$
.e own a trade name, !ogo/symbo! and a motto, inc!uding but not !imited to the phrase "Morpheus
Consu!ting" 0MC1 0MC Academy1 0MC *ms1 0MC e!p1"Ta!ent ,rom ome" and the
!ogo/symbo! at the top o, this page (hereina,ter co!!ecti#e!y ca!!ed ",ranchise mar2s")$
.e ha#e de#e!oped a system ,or the e,,ecti#e operation, promotion and assistance o, our
recruitment process in#o!#ed in e,,ecti#e!y doing recruitment business (hereina,ter co!!ecti#e!y
ca!!ed "our system")$
3ou desire to enter into the business o, operating a Morpheus uman Consu!ting "#t$ %td$ under
our system and wish to buy a ,ranchise ,rom us ,or that purpose$
3ou understand and ac2now!edge the importance o, our high standards o, 4ua!ity, c!ean!iness,
appearance, and ser#ice and the necessity o, operating any ,ranchise you recei#e ,rom us in
con,ormity with our standards and speci,ications$
T('(F5'(, T( "A'T)(* T5 T)* F'A6C)*( A7'((M(6T 85 ('(93 A7'(( A* F5%%5.*+
$e&tion
-
'( %rant o) ran&hise
.e hereby grant to you sub:ect to the terms and conditions o, this ,ranchise agreement, the right,
!icense, and pri#i!ege to operate a Training Firm (hereina,ter re,erred to as the ",ranchise
business"), $using our ,ranchise mar2s and our system so!e!y in connection with the ,ranchise
business and on!y at the !ocation we appro#e ,or you as speci,ied in this Franchise Agreement$
3ou sha!! !ease or ac4uire, as you choose, on your own account a !ocation ,or the ,ranchise
business, sub:ect to our prior written appro#a! both o, the !ocation and o, the !ease or purchase
agreement be,ore you commit yourse!,$ .e wi!! ad#ise you about #arious sites you identi,y$ 3ou
sha!! not re!ocate the ,ranchise business without our prior written consent$
$e&tion *( Term and !ene+al
(;cept as otherwise pro#ided herein, the term o, this Franchise Agreement sha!! e;pire 1 year
,rom the date at which you and we ha#e both signed it$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
3ou may, at your option, at the end o, a term, renew this Franchise Agreement ,or one additiona!
consecuti#e term o, 1 year at no renewa! cost, sub:ect to the ,o!!owing conditions that must be met
prior to renewa!+
a$ 3ou must not be in de,au!t o, any o, the terms o, this Franchise Agreement$
b$ 3ou must gi#e us written notice o, your e!ection to renew not !ess than <0 days prior to the
neither e;piration date nor more than => days prior to the end o, the initia! term$
c$ 3ou must e;ecute a new Franchise Agreement, which sha!! be in the ,orm that we are then
o,,ering ,ranchisees, which may contain materia!!y di,,erent terms ,rom the terms in this Franchise
Agreement, e;cept+ (1) the Agreement shou!d be renewed not !ess than <0 days prior to the
e;piration date, (2) the renewa! term sha!! be 1 year, and (<) there may be no pro#ision ,or ,urther
renewa!$
d$ 3ou sha!! ma2e or pro#ide ,or, in a manner satis,actory to us, such reno#ation and
moderni?ation o, the ,ranchise business premises as we may reasonab!y re4uire, inc!uding without
!imitation, reno#ation o, signs, ,urnishings, ,i;tures and decor to re,!ect the then current standards
and image o, our system$
e$ 3ou@ and we sha!! e;ecute a mutua! genera! re!ease in a ,orm prescribed by us$
,$ ), we determine that we wi!! not renew your ,ranchise business term because you wi!! not accept
the new Franchise Agreement, we must gi#e you at !east 1> days notice o, that intention, to a!!ow
you to se!! the ,ranchise business during that period to someone meeting our then current
standards ,or a new ,ranchise or ,or renewa! i, we are not then granting new ,ranchises$ 3our
continued operation o, the ,ranchise business a,ter the end o, any term hereo,, without e;ercising
an option to renew, sha!! not constitute an imp!ied renewa! or e;tension o, the term o, this
Franchise Agreement$
$e&tion ,( -uties o) ran&hisor
": Training:
.e wi!! pro#ide you with an orientation and training program, !asting ,or 2 days, at one o, our
company o,,ice, designated by us$ 3ou and one other person you designate may attend ,ree o, any
charge by us$ This program wi!! train you about our system ,or operating success,u! Morpheus
uman Consu!ting business mode!$ 3ou must pay ,or your own !i#ing and tra#e! e;penses in
attending the program$ Moreo#er, you and your head manager, i, any must attend this program
prior to opening your ,ranchise business$ .e may a!so ma2e a#ai!ab!e other training programs as
we deem that appropriate$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
(ach wee2 ,or the ,irst A0 days a,ter you open your store, we wi!! te!ephone you to discuss your
operationa! prob!ems$ As we deem it ad#isab!e, we wi!! maintain sta,, to ad#ise you in the genera!
operation o, your ,ranchise business$
From time to time, we wi!! identi,y and de#e!op new products and ser#ices ,or you to pro#ide in
your ,ranchise business and pro#ide you with the necessary in,ormation about those new products
and ser#ices$
As we de#e!op operations manua!s ,or operation o, your ,ranchise business, we wi!! !oan you copies
o, them$ owe#er, any and a!! such manua!s remain our property and are con,identia! and
constitute trade secrets be!onging to us, a!one$ .hi!e these manua!s may be modi,ied, any such
modi,ications wi!! not a!ter your status and rights under this Franchise Agreement$
.e wi!! see2 to maintain high standards o, 4ua!ity, appearance, and ser#ice throughout our
Morpheus uman Consu!ting "#t$ %td$ system, conduct inspections o, your ,ranchise business and
others, and e#a!uate the products so!d and ser#ices rendered thereinBBa!! as we deem ad#isab!e$
.e may, but are not ob!igated to pro#ide you any other super#ision, assistance or ser#ices prior to
the opening o, your ,ranchise business or throughout the term o, your Franchise Agreement$
A!! our ob!igations under this Franchise Agreement are to you, the ,ranchisee, speci,ica!!y, and to
no one e!se, without our prior written appro#a!$
.e reser#e the right to a!!ow Morpheus uman Consu!ting "#t$ %td$ ,ranchises to be p!aced with
other re!ated e;isting businesses when we conc!ude in our abso!ute discretion that the association
wi!! be bene,icia! to us$
B: $ignage:
3ou wou!d disp!ay a sign board o, at !east =;C s4uare ,eet outside your o,,ice ,or which the artwor2
wou!d be pro#ided by us$ 3ou wou!d ensure to ,o!!ow the same so as to not !oose out on the
bene,its mentioned be!ow$
A+ 6o *tationery printed ,or you$
9+ 6o mentioning o, detai!s on any communication done with the c!ient$
C+ Any other representations done in the company$
C: $tationery:
Franchise wou!d not print out A63 $T"T#.NE!Y which has Morpheus %ogo printed !oca!!y at your
branch unti! and un!ess it is appro#ed by us$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
Morpheus wou!d print !etterheads / en#e!opes / business cards (1 B branch and the other ,or the
Centre ead) with a prede,ined 4uantity !imit ,or your respecti#e branch$ .e wou!d be re4uiring
A+ Comp!ete Address ,or the branch$
9+ 5ne !and !ine number dedicated to branch operations$
C+ 5ne Ce!! phone dedicated to branch operations$
-: Bran&h Timings:
A!! branches operating under Morpheus brand ha#e to be operationa! ,or D producti#e hours$ "!ease
note that we can wor2 ,or two set o, timings
A+ <0 AM to >+ <0 "M / 10+ 00 AM to 0C+ 00 "M ( Monday E Friday )
A+ <0 AM to 2+00 "m / 10 am to 2+ <0 "m (*aturday)
The Morpheus ead 5,,ice is c!osed on 2
nd
and =
th
*aturday o, e#ery month$
Morpheus wou!d ha#e support team ca!! you ,or our interaction and ,eedbac2 ca!! e#ery a!ternate
morning so wou!d e;pect the branch to be operationa! during those hours$
C: Manuals:
As we de#e!op operations manua!s ,or operation o, your ,ranchise business, we wi!! !oan you copies
o, them$ owe#er, any and a!! such manua!s remain our property and are con,identia! and
constitute trade secrets be!onging to us, a!one$ .hi!e these manua!s may be modi,ied, any such
modi,ications wi!! not a!ter your status and rights under this Franchise Agreement$
#: !eports:
.e wi!! see2 to maintain high standards o, 4ua!ity, appearance, and ser#ice throughout our
Morpheus uman Consu!ting "#t$ %td$ system, conduct inspections o, your ,ranchise business and
others, and e#a!uate the products so!d and ser#ices rendered thereinBBa!! as we deem ad#isab!e$
.e may, but are not ob!igated to pro#ide you any other super#ision, assistance or ser#ices prior to
the opening o, your ,ranchise business or throughout the term o, your Franchise Agreement$
A!! our ob!igations under this Franchise Agreement are to you, the ,ranchisee, speci,ica!!y, and to
no one e!se, without our prior written appro#a!$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
.e reser#e the right to a!!ow Morpheus uman Consu!ting "#t$ %td$ ,ranchises to be p!aced with
other re!ated e;isting businesses when we conc!ude in our abso!ute discretion that the association
wi!! be bene,icia! to us$
/( ran&hisee0s ees
3ou sha!! pay us a non re,undab!e 's$ D0,000$00 F 10$<0 G *er#ice Ta; as a ,ranchise ,ee when
you sign this Franchise Agreement, in order to be entit!ed to open a Morpheus uman Consu!ting
"#t$ %td$ ,ranchise$ There are no re,unds on this initia! ,ee$ .e reser#e the right to a!ter this ,ee, i,
a potentia! ,ranchisee commits to opening more than one ,ranchise store$
Throughout the term o, this Franchise Agreement, we wi!! pay you "a commission in an amount
e4ua! to C0G o, the gross retai! sa!es1$ =0 G month!y roya!ty ,ees are ,u!!y earned by us and are
,or the use o, our system and our ,ranchise mar2s$ 7ross sa!es inc!udes a!! re#enue ,rom @the sa!e
o, productsBandB the per,ormance o, ser#ices by your ,ranchise business, whether ,or cash or ,or
credit and regard!ess o, co!!ection in the case o, credit, and income o, e#ery 2ind and nature
re!ated to your ,ranchise business, e;cepting on!y sa!es and use ta;es co!!ected by you ,or
transmitta! to a go#ernment ta;ing authority$ )n computing gross sa!es, you wi!! be permitted to
deduct the amount o, cash re,unds to, and credit notes used by customers, pro#ided such amounts
ha#e been inc!uded in sa!es$ .ho!esa!e sa!es inc!ude any products so!d or ser#ices per,ormed by
you on which sa!es ta;es are not assessed$
A!! the payments rea!ised by 12
th
o, each ca!endar month wi!! be re!eased by the
,ranchisor to the ,ranchisee on the 1>
th
o, the same month and a!! payments rea!ised by
2H
th
o, each ca!endar month wi!! be re!eased by the ,ranchisor to the ,ranchisee by the
!ast day o, the same ca!endar month
3ou wi!! pay us an 's$>0, 000$00 trans,er ,ee prior to consummation o, any trans,er by you o,
ownership o, your ,ranchise business to a third person$ .e retain an abso!ute right o, ,irst re,usa!
on the terms you negotiate with the third person and the abso!ute discretion to pre#ent the
trans,er by not granting you permission in writing to se!! to the third person$ There wi!! be no
charge i, you trans,er your ,ranchise business to a corporationByou contro!, so !ong as you retain
ma:ority contro! o, that corporation- once you see2 to trans,er ma:ority contro! to a third person,
this trans,er ,ee and our abso!ute right o, ,irst re,usa! and to deny permission ,or the trans,er are
app!icab!e$
There are additiona! ,ees that you must a!so pay to us ,or Manua!s, Courseware, Cds or any other
,orm o, materia! which wou!d incur a e;penditure at our end$ "!ease note that we intend to tie up
with #arious companies ,or their Certi,ication "rograms and i, your centre wishes to be a part o,
the same than you wou!d bear the share o, the roya!ty ,ees paid to them$ .e wou!d pro#ide you
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
on!ine support ,or a no charge$ 3ou wou!d buy Iob "orta! )d and data base access at your own
discretion and the cost wou!d be entire!y borne by you$
As and when Morpheus decides to use ser#ices o, third party so,tware or introduce a new product
or ser#ice ,or the bene,it o, the o#era!! business, the according cost decided by Morpheus ,or the
same wi!! ha#e to borne by the ,ranchisee$
A!! o, the ,ees imposed on you by this section are payab!e to us and are nonBre,undab!e$
$e&tion 1( $ome o) Your "dditional -uties
8uties, ob!igations, promises and warranties you ma2e to us in addition to those stated e!sewhere
this agreement are as ,o!!ows+
3ou understand, ac2now!edge and accept that e#ery detai! o, the ,ranchise business is important to
you, to us and to other ,ranchisees in order to maintain high uni,orm operating standards, to
increase demand ,or the goods and ser#ices so!d by a!! our ,ranchisees, and to protect our
reputation and goodwi!!$
3ou and your emp!oyees sha!! a!so attend such re,resher courses, seminars, and other training
programs as we may reasonab!y re4uire ,rom time to time$ .e wi!! pro#ide instructors and training
materia!s ,or a!! re4uired training programs$ 3ou or your emp!oyees are responsib!e ,or a!! other
e;penses you or your emp!oyees incur in connection with any such training programs, inc!uding,
without !imitation, the costs o, transportation, !odging, mea!s, and wages$
3ou must 2eep the business open and in norma! operation ,or such minimum hours and days$ as
we may ,rom time to time speci,y in writing$
3ou e;press!y grant us and our agents the right to enter the ,ranchise business premises at any
reasonab!e time, with or without notice, to inspect, photograph or #ideotape the ,ranchise business
premises, e4uipment, operations and records$ 3ou agree to cooperate with our representati#es in
such inspections by rendering such assistance as they may reasonab!y re4uest,@ and, upon
reasonab!e notice ,rom us or our agents, to ta2e such steps as they direct to immediate!y correct
the de,iciencies detected during any such inspection$
$e&tion 2( ran&hise Mar3s
.e own ,ranchise mar2s that you ac2now!edge ha#e #a!ue$
.e grant you the right to use our ,ranchise mar2s on!y during the term o, this Franchise
Agreement and on!y according to the ,o!!owing terms and conditions+
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
a$ 3ou sha!! use on!y the name, mottos and !ogos/ symbo!s that we designate and !icense to you
in the operation o, the ,ranchise business, and you sha!! use them on!y in the manner we authori?e
and permit$ Any unauthori?ed use thereo, sha!! constitute an in,ringement on our rights$
b$ 3ou sha!! e;ecute any documentsJ we deem necessary to obtain or maintain protection o, our
mar2s or to maintain their continued #a!idity and en,orceabi!ity$
c$ 3ou sha!! not direct!y or indirect!y contest the #a!idity o, our ownership o, the ,ranchise mar2s$
d$ 3ou must immediate!y noti,y us o, any use o, or c!aim o, right by any third party to any o, our
,ranchise mar2s or to any such mar2 that is con,using!y simi!ar to any o, the ,ranchise mar2s
!icensed to you$ 3ou must not communicate with anyone e!se other than us,or our counse! in
connection with any such cha!!enge or c!aim$
e$ )n the e#ent that !itigation in#o!#ing our ,ranchise mar2s is instituted against you, you must
prompt!y noti,y us and sha!! cooperate ,u!!y with us in de,ending or sett!ing such !itigation$
3ou understand and ac2now!edge that+
,$ 3our use o, the ,ranchise mar2s pursuant to this Franchise Agreement does not gi#e you any
ownership interest or other interest in or to those ,ranchise mar2s, e;cept the !icense granted
here$ Kpon e;piration or termination o, this Franchise Agreement and the !icense granted here, no
monetary amount wi!! be assigned as attributab!e to any goodwi!! associated with your use o, our
system or our ,ranchise mar2s$
$e&tion 4( Your "&&ounting and !e&ord3eeping -uties
8uring the term o, this Franchise Agreement and any necessary time period a,terwards, you sha!!
maintain and preser#e ,or at !east < years ,rom their preparation date, ,u!!, comp!ete, and accurate
boo2s, records and accounts in accordance with genera!!y accepted accounting principa!s, which
sha!! a!so be in the ,orm and manner we prescribe ,rom time to time in writing$
$e&tion 5( "dvertising
3ou and we recogni?e the importance o, ad#ertising and the importance o, standardi?ing our
ad#ertising e,,orts to promote the goodwi!! and pub!ic image o, the Morpheus uman Consu!ting
"#t$ %td$ system$
.e wi!!, ,rom time to time, de#e!op ad#ertising and promotiona! p!ans and materia!s as we deem
appropriate$ .e wi!! pro#ide #ideocassette te!e#ision ad#ertisements, script ,or radio ad#ertising,
ad s!ic2s ,or printed ad#ertising, art wor2 ,or ye!!ow page ads, and such other ad#ertising materia!
,or your use as we deem appropriate$ 3ou wi!! use no ad#ertising materia!s without our appro#a!$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
Ad#ertising at a !oca! !e#e! wou!d be ,unded by you where as the content and the design wou!d be
pro#ided by us$
.e sha!! endea#our to conduct a!! mar2eting, merchandising, ad#ertising and promotion p!ans in a
digni,ied manner to enhance the good wi!! o, the entire Morpheus uman Consu!ting "#t$ %td$
system$
$e&tion 67( Trans)ers o) #nterests
3ou understand, ac2now!edge and accept that the rights and duties speci,ied in this Franchise
Agreement are persona! to you$ .e grant you this ,ranchise in re!iance on your business s2i!!,
,inancia! capacity, and persona! character$ There,ore, neither you nor any successor o, yours or any
part o, your interest in your ,ranchise business sha!! se!!, assign, trans,er, con#ey, gi#e away,
p!edge, mortgage, or otherwise encumber any direct, or indirect interest in your ,ranchise business
without our prior written consent- the on!y e;ception to this re4uirement ,or our prior written
consent is i, your ,ranchise business becomes a pub!ic!y owned corporation, then our written
consent is not re4uired ,or a trans,er o, shares in that pub!ic!y he!d@ corporation$ Any purported
assignment or trans,er, by operation o, !aw or otherwise, not ha#ing our prior written consent sha!!
be nu!! and #oid and sha!! constitute a materia! breach o, this Agreement$
.e ha#e an abso!ute right o, ,irst re,usa! on any trans,er o, any interest in the ,ranchise business$$
.e ha#e the abso!ute right to trans,er or @assign a!! or any part o, our rights or ob!igations under
this Franchise Agreement to any person or !ega! entity$
$e&tion '6( -e)ault 8 Termination +ithout Chan&e to Cure
3ou sha!! be deemed to be in de,au!t o, this Franchise Agreement, and a!! rights granted you herein
sha!! automatica!!y terminate upon immediate notice o, termination without an opportunity ,or you
to cure, i, any o, the ,o!!owing occurs+
a$ Any o, the principa!s o, the ,ranchisee or the ,ranchise business is dec!ared ban2rupt or
:udicia!!y determined to be inso!#ent, or a!! or a substantia! part o, the assets thereo, are assigned
to or ,or the bene,it o, any creditor, or admits inabi!ity to pay debts as they come due-
b$ 3ou abandon the ,ranchise by ,ai!ing to operate the ,ranchise business ,or ,i#e consecuti#e
days during which you are re4uired to operate the ,ranchise business under the terms o, the
Franchise Agreement, $or any shorter period a,ter which it is not unreasonab!e under the ,acts and
circumstances ,or us to conc!ude that you do not intend to continue to operate the ,ranchise
business, un!ess such ,ai!ure to operate is due to ,ire, ,!ood, earth4ua2e or other simi!ar cases
beyond your contro!-
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
c$ .e and you agree in writing to terminate the ,ranchise-
d$ 3ou ma2e any materia! misrepresentations re!ating to the ac4uisition o, the ,ranchise business
or you engage in conduct which re,!ects materia!!y and un,a#ourab!y upon the operation and
reputation o, the ,ranchise business or our system-
e$ 3ou ,ai!, ,or a period o, 10 days a,ter noti,ication o, noncomp!iance, to comp!y with any ,edera!,
state or !oca! !aw or regu!ation app!icab!e to the operation o, the ,ranchise business-
,$ 3ou, a,ter curing any ,ai!ure in accordance with *ection 1<, engage in the same noncomp!iance
whether or not such noncomp!iance is corrected a,ter notice-
g$ 3ou repeated!y ,ai! to comp!y with one or more re4uirements o, the Franchise Agreement,
whether or not corrected a,ter notice-
h$ The ,ranchise business or its business premises are sei?ed, ta2en o#er or ,orec!osed by a
go#ernment o,,icia! in the e;ercise o, his duties, or sei?ed, ta2en o#er, or ,orec!osed by a creditor,
!ien ho!der or !esser, pro#ided that a ,ina! :udgment against the ,ranchisee remains unsatis,ied ,or
<0 days (un!ess a supersedes or other appea! bond has been ,i!ed)- or a !e#y o, (;ecution has
been made upon the !icense granted by the Franchise Agreement or upon any property used in the
,ranchise business, and it is not discharged within ,i#e days o, such !e#y-
i$ Any principa! o, the ,ranchisee is con#icted o, a ,e!ony or any other crimina! misconduct which is
re!e#ant to the operation o, the ,ranchise-
:$ 3ou ,ai! to pay any ,ranchise ,ees or other amounts due to us or our a,,i!iates within ,i#e days
a,ter recei#ing written notice that such ,ees are o#erdue- or
2$ .e ma2e a reasonab!e determination that continued operation o, the ,ranchise by you wi!! resu!t
in an imminent danger to pub!ic hea!th or sa,ety$
$e&tion ''( -e)ault With Chan&e to Cure 9e)ore Termination
9esides the grounds ,or termination upon notice without chance to cure stated in *ection 12, we
may a!so terminate your ,ranchise prior to the e;piration o, its term ,or good cause as de,ined in
this section$ "7ood cause" sha!! inc!ude, but not be !imited to, your ,ai!ure to comp!y with any
!aw,u! re4uirement o, the Franchise Agreement a,ter being gi#en written notice thereo, and a
reasonab!e opportunity, which in no e#ent need be more than thirty days, to cure the ,ai!ure$
$e&tion '*( Your -uties :pon Termination or E;piration
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
Kpon termination or e;piration o, this Franchise Agreement, a!! rights granted hereunder to you
sha!! ,orthwith terminate, and you sha!! immediate!y cease to operate the ,ranchise business under
this Franchise Agreement$
3ou wou!d then immediate!y and permanent!y cease to use, in any manner whatsoe#er, any
con,identia! methods, procedures and techni4ues associated with our system and the ,ranchise
mar2s and distincti#e ,orms, s!ogans, signs, symbo!s, and de#ices associated with our system-
pro#ided, howe#er, that this section sha!! not app!y to the operation o, any other ,ranchise
business under our system which may be granted by us to you$
3ou sha!! ta2e such action as may be necessary to cance! any assumed name or e4ui#a!ent
registration which contains the ,ranchise mar2 or any other ser#ice mar2 or trade mar2 o, ours$
3ou sha!! prompt!y pay a!! sums owing to us and our subsidiaries and a,,i!iates$ 3ou sha!!
immediate!y de!i#er to us a!! writings, records, ,i!es, instructions, correspondence, and a!! materia!s
re!ating to the operation o, the ,ranchise business$
$e&tion ',( Your Management .9ligations
8uring the term o, this Franchise Agreement and any e;tension thereo,, either you wi!! de#ote your
,u!!Btime energy and best e,,orts to the management and operation o, the ,ranchise business or
you wi!! designate an "on premises" manager who wi!! de#ote his ,u!!Btime energy and best e,,orts
to the management and operation o, the ,ranchise business$ 9e,ore any such "on premises"
manager may assume any duties on your beha!,, he must comp!ete the training program we o,,er
and then you must recei#e our appro#a! o, him in writing$
$e&tion '/( Covenant Not to Compete
3ou ac2now!edge, understand and accept that by entering into this Franchise Agreement you wi!!
come into possession o, #a!uab!e trade secrets that be!ong to us$ These trade secretsBBour
corporate phi!osophy, pricing and in#entory strategy, our system, inc!uding but not !imited to
systems ,or operation and any manua!s ,or operation that we may prepare and pro#ide to you
through the term o, this Franchise Agreement, which summari?e aspects o, our proprietary
in,ormation and 2now how each and a!! o, which are essentia! to our continuing success as a
corporation o, retai! stores se!!ing recruitment ser#ices$ 3ou a!so ac2now!edge, understand and
accept that your entire 2now!edge o, our processes, ser#ices and products, a!! proprietary
,ormu!ations, techno!ogy, 2nowBhow and the operation o, this ,ranchise business is deri#ed by you
,rom the in,ormation we disc!ose to you and that such, in,ormation is proprietary and con,identia!
and a trade secret o, ours$ 3ou agree to strict!y adhere to and abide by a!! procedures we estab!ish
to maintain the secrecy o, a!! such trade secrets$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
)t wou!d be e;treme!y harm,u! to our competiti#e position in the industry, i, any o, our trade
secrets were e#er di#u!ged to any o, our competitors, direct!y or indirect!y$
You +ould 9e in a N.N < Compete "greement )or a period o) 2 months )rom the date o)
e;piration o) "greement( Non Complian&e +ould lead to legal a&tion against the
individual or the )irm +ho has signed the "greement( Non Compete means a non
dis&losure o) our manuals= &ourses= )ormats and any other )orms +here +e hold our
rights( You +ould not 9e involved in the same )orm o) 9usiness or a 9usiness +hi&h
&omplements our 9usiness )or a period o) 2 months(
$e&tion '1( orm )or "pprovals
.hene#er this Franchise Agreement re4uires appro#a! by us o, any action that you want to ta2e,
you must obtain our appro#a! in ad#ance and in writing ,or it to be e,,ecti#e$ 6o wai#er by us is
e,,ecti#e un!ess you disc!ose the breach be,ore see2ing a wai#er ,rom us, and our wai#er is in
writing$
$e&tion '2( Noti&es
Any notice re4uired to be gi#en under this Franchise Agreement may be gi#en by persona! de!i#ery
in writing or by certi,ied or registered mai!, postage prepaid, return receipt re4uested$ 6otice sha!!
be deemed communicated as o, actua! receipt$ Mai!ed notices sha!! be addressed as set ,orth
be!ow, but each party may change his address by written notice in accordance with this section$
To Ks+
Lai!ash *hahani, M8
Morpheus uman Consu!ting "#t$ %td$
1=>, *agar "a!a?io Comp!e;,*a2ina2a Iunction,
Andheri Lur!a 'oad, Andheri ((),Mumbai =000H2, )ndia$
To 3ou+
Your Name>Company Name 8 "ddress
$e&tion '4( No Waiver #s Continuous
3ou and we agree that time is o, the essence in this Franchise Agreement, and any wai#er by us o,
the prompt and punctua! per,ormance o, any term, condition or co#enant hereo, sha!! not be
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
construed to be a wai#er o, the prompt and punctua! per,ormance o, the same or any other term,
condition or co#enant subse4uent!y when due$
$e&tion '5( "&3no+ledgements 8 !epresentations By You
3ou ac2now!edge that you ha#e conducted an independent in#estigation o, this ,ranchise business
opportunity and recogni?e that the business #enture contemp!ated by this Franchise Agreement
in#o!#es substantia! business ris2s and that your success wi!! be !arge!y dependent upon your
abi!ity as an independent businessperson$ .e e;press!y disc!aim ma2ing, and you ac2now!edge
that you ha#e not recei#ed, any warranty or guarantee, e;press or imp!ied, as to the potentia!
#o!ume, pro,it or success o, the ,ranchise business contemp!ated by this Franchise Agreement$
3ou ac2now!edge that you recei#ed a comp!ete copy o, this Franchise Agreement and our 5,,ering
Circu!ar on the ,ranchise business at !east ten business days be,ore the date on which this
Franchise Agreement is signed$
3ou ac2now!edge that you ha#e read and understood this Agreement and the 5,,ering Circu!ar we
pro#ided you$ 3ou a!so ac2now!edge that we ha#e a!!owed you amp!e time and opportunity to
consu!t with attorneys, accountants and business ad#isors o, your own choosing about the
potentia!, serious ris2s o, pursuing your ,ranchise business$ 3ou ac2now!edge that we ha#e urged
you to see2 !ega! ad#ice be,ore signing this Franchise Agreement$
3ou represent that any ,inancia! statement you ga#e us showing you ha#e su,,icient assets to meet
our estimated initia! re4uired in#estment, e;c!usi#e o, e4uity in your residence, is accurate as o,
the date you sign this Franchise Agreement$
$e&tion '7( ?oint and $everal Lia9ility
A!! o, the terms o, this Franchise Agreement, inc!uding a!! co#enants, conditions, promises,
commitments, ob!igations and ac2now!edgments herein accepted, made, entered into or
underta2en by you, the ,ranchisee, are deemed :oint and se#era! !iabi!ities o, each o, those signing
this Franchise Agreement on beha!, o, you, the ,ranchisee$
$e&tion *6( %overning La+
This Franchise Agreement sha!! be deemed to ha#e been entered into in the *tate o, Maharashtra,
County o, )ndia, and a!! 4uestions o, the #a!idity, interpretation, or per,ormance o, any o, its terms
or o, any rights or ob!igations o, the parties to this Franchise Agreement sha!! be go#erned by
)ndian "ena! !aw$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
$e&tion *'( "r9itration
A!! 4uestions and disputes with respect to rights and ob!igations and a!!eged breaches o, the
parties arising under the terms o, this Franchise Agreement must be reso!#ed by binding
arbitration$ Any such issue sha!! be submitted to binding arbitration upon the written re4uest o,
one party a,ter ser#ice o, that re4uest on the other party$ The cost o, the arbitration sha!! be borne
by the !osing party$ The parties agree that any arbitration between them sha!! in#o!#e their
indi#idua! c!aims on!y and that any c!aims sub:ect to arbitration sha!! not be arbitrated on a c!ass
action basis$ Any arbitration pursuant to this *ection sha!! ta2e p!ace in Mumbai, Maharashtra$ ),
the parties cannot agree on the arbitrator, then the arbitrator wi!! be appointed by the "residing
Iudge o, the Mumbai igh Court, upon petition by either party to this Franchise Agreement$ 5ther
than as speci,ica!!y pro#ided in this Franchise Agreement, the pro#isions o, the Maharashtra
Arbitration Act sha!! contro! the arbitration proceedings ()ndian "ena! Code)$ 3ou do hereby wai#e
a!! 4uestions o, persona! :urisdiction or #enue ,or the purpose o, carrying out this section$
$e&tion **( Entire "greement
This Franchise Agreement is prepared in two counterparts, each o, which ser#es as an origina!, and
the parties each ac2now!edge receipt o, one counterpart$
$e&tion *,( T+o Counterparts
This Franchise Agreement, consisting o, 1C pages, inc!uding this page, is the entire contract
between you and us concerning your ,ranchise business$ Any amendment or modi,ication to this
Franchise Agreement must be in writing to be e,,ecti#e$ 6o other agreement, statement or promise
made by any party, its o,,icers, agents, ser#ants or emp!oyees to any other party or to any o, its
o,,icers, agents, ser#ants or emp!oyees sha!! be #a!id or binding$
)6 .)T6(** .('(5F, the parties ha#e signed this Franchise Agreement as o, the date set ,orth
be!ow$
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.
8AT(8+ MMMM 2010
Franchisor Franchisee
Morpheus uman Consu!ting "#t$ %td, &&&&&&&&&&&&&&&&&&&&&&
1=>, *agar "a!a?io Comp!e;, &&&&&&&&&&&&&&&&&&&&&
*a2ina2a Iunction, &&&&&&&&&&&&&&&&&&&&&
Andheri Lur!a 'oad, Andheri ((), &&&&&&&&&&&&&&&&&&&&&&
Mumbai =000H2, )ndia
Lai!ash *hahani, M8
9y&&&&&&&&&&&&&&&&&&&&&
Confdential and proprietary of Morpheus Human Consulting Pvt. Ltd.