FOOD TAKILA AND RESTAURANT AGREEMENT

This Agreement is entered into as of the _____ day of _________, 2019, by and
between
Food Takila Pvt. Ltd.: foodtakila.in ("Food Takila"),

and __________________________________________________________________
("Restaurant").

WHEREAS, Food Takila has developed a centralized ordering system whereby the
general public may order food items from a variety of restaurants for pickup or delivery (the
"Network");

WHEREAS, Restaurant desires to enroll one or more of the restaurants from the
Concept (collectively, the "Restaurants") in the Network and to engage Food Takila as a meal
delivery service provider for the Restaurants; and

WHEREAS, Food Takila desires to include the Restaurants in the Network and to offer
for sale food and non-alcoholic beverage items (collectively, the "Food") from the various
menus used by the Concept (as modified from time to time, the "Menus").

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt

and adequacy of which is hereby acknowledged, and in further consideration of the mutual
agreements herein contained, Food Takila and Restaurant do hereby agree as follows:

1. The Restaurants described on ​Exhibit A​, shall constitute the Restaurants. Food Takila
will have a web based ordering system to receive and record food orders from
customers Twenty-four (24) hours per day and seven (7) days per week. Pickup orders
will be available during regular business hours of the Restaurant. Food Takila can offer
delivery from or between:

Monday – Sunday 8:00am to 12:00am

2. Upon receipt of an order from a customer for Food from the Concept, Food Takila shall
promptly transmit such order via facsimile or Electronic Mail (collectively the “order”)
to the participating Restaurant located closest to the customer. The Restaurants shall
accept orders for Food from Food Takila and prepare Food in accordance with such
order. At a time set forth by Food Takila in such facsimile or electronic transmission,
but in no event earlier than Twenty (20) minutes from the time of the Restaurant’s
receipt of the order, Food Takila agrees to send a delivery person, or the customer, with
a motor vehicle & a delivery Bag to accept delivery of the Food from the applicable
Restaurant. The Food shall be packed by the Restaurant in containers typically used by
the Restaurant for take-out orders. Restaurant and Food Takila agree that in order to
pick up the Food, the delivery person or the customer acting for Food Takila must (a)
present identification reasonably acceptable to Restaurant identifying such delivery
person or customer as a representative of Food Takila and (b) sign a receipt for all Food
received. The purchase of such Food from the Restaurant shall be deemed to have
occurred at the time of delivery of the Food by Restaurant to the delivery person (with
the intent of resale by Food Takila to the public at retail) or when the order is picked up
by the customer Provided that the Restaurant complies with the provisions set forth in

Food Takila Pvt. Ltd. 

 this ​Paragraph 2​, Food Takila agrees to indemnify and hold the Restaurant harmless
from and against all losses, damages, liabilities, and claims arising or resulting from the
use by the public of the Food Takila’s services.

3. On a weekly basis Food Takila shall deliver to the address below a statement of all
sales made by each Restaurant within to the Network during the preceding weekly
period (the “Reporting Period Monday thru Sunday”) together with a cheque or
NEFT/RTGS/IMPS for_______of all Food sales. Along with the total taxable amount
of sales for Restaurants food. The food is to be treated as ‘taxable’. Food Takila will
pay Restaurant the taxable amount for the orders. This makes it the responsibility for
the appropriate sales tax to the proper city, county and state municipalities, based upon
food delivery location. (Allows restaurant to pay sales taxes)

4. All payments and statements shall be due and payable within ten (10) business days
after the end of each Reporting Period. If, within five (5) business days after due, Food
Takila fails to make payment of all sums due for sales made by Food Takila during the
applicable Reporting Period, at Restaurant option, Food Takila agrees to pay interest on
the amounts due to Restaurant equal to the lesser of one and one-half percent (1.5%)
per month or the maximum legally permissible amount. In the event a check for
payment under this ​Paragraph 3 is returned, Food Takila agrees to pay a 250.00 fee for
each returned check.

Address for Statements and Payments

__________________________________
__________________________________
__________________________________

5. This Agreement contains the entire agreement between the parties relating to the rights
herein granted and the obligations herein assumed. Any oral representations or
modifications concerning this Agreement shall be of no force and effect excepting a
subsequent modification in writing signed by all parties hereto.

6. This Agreement shall be binding for a period of eleven (11) months after the date first
above written. Notwithstanding the foregoing, this Agreement may be terminated (a)
by mutual consent of both parties or (b) upon the insolvency, cessation of business
operations, or bankruptcy of either party. This Agreement shall automatically renew
for consecutive one (1) month periods after the end of the initial eleven (11) month
term, unless terminated upon thirty (30) days' written notice by either party to the other,
with or without cause. Food Takila agrees that any sales by Food Takila pursuant to the
Network prior to the date of termination shall be paid by Food Takila in accordance
with ​Paragraph 3 hereof.. Notwithstanding anything in this ​Paragraph 5 to the contrary,
this Agreement may be terminated upon ten (10) days' written notice by either party to
the other, with cause having been shown.

7. Any notice or other instrument required or permitted to be given or delivered under this
Agreement shall be deemed to be given and delivered whether actually received or not

Food Takila Pvt. Ltd. 

 two (2) days after being deposited in the Indian Post Mail, postage prepaid, addressed
as follows:

If to Restaurants​: Address:
__________________________
__________________________
__________________________​ ​[

If to Food Takila​: Food Takila Pvt. Ltd.

The Doon Divine, Behind IT Park,
Dehradun, UK 248007
Attn: Anmol Agarwal

Each party agrees to provide to the other party written notice in the event of a change of address
or change in ownership.

8. Food Takila agrees that it shall require each of its delivery persons to hold a valid
drivers license and to carry automobile property damage and public liability insurance
in amounts not less than those required under the laws of the state in which each
Restaurant is located. Furthermore, Food Takila agrees that at all times during this
Agreement, none of its delivery persons shall have (i) no more than two moving
violations in a thirty-six (36) month period and only one at fault accident, and (ii) no
major traffic citations or incidents. For the purpose of this Agreement, “major traffic
citations or incidents” are as follows: driving under the influence, driving while
impaired, driving in possession of alcohol or drugs, refusal to submit to a blood, urine
or breath test, driving with a suspended or revoked license, a felony in which a vehicle
is used (i.e. vehicular manslaughter, vehicular homicide, vehicular assault, hit and run,
eluding a peace officer), reckless driving, careless driving, and driving over 100 miles
per hour, in a speed contest and/or racing.

9. If Food Takila’s delivery persons are employees of Food Takila (as distinguished from
independent contractors), then Food Takila shall carry commercial general liability,
automobile liability, umbrella liability and worker’s compensation coverage. Food
Takila shall provide a certificate of insurance reflecting such coverages to the
Restaurant upon request. In any event, Food Takila agrees to indemnify and hold
harmless the Restaurant against any losses, claims, damages, liabilities or expenses
(including the reasonable cost of investigating and defending any claims therefore and
counsel fees incurred in connection therewith), joint or several, suffered or incurred by
the Restaurant by reason of any injury to person or damage to property caused by the
negligence or misconduct of Food Takila, its employees, agents, or independent
contractors, arising or resulting from the handling and delivery of the Food. Restaurant
agrees to indemnify and hold harmless Food Takila against any losses, claims,
damages, liabilities or expenses (including the reasonable cost of investigating and
defending any claims therefore and counsel fees incurred in connection therewith), joint
or several, suffered or incurred by Food Takila by reason of any injury to person or
damage to property caused by the negligence or misconduct of the Restaurant arising or
resulting from the preparation of the Food by the Restaurant.

Food Takila Pvt. Ltd. 

 10. The relationship between the Restaurant and Food Takila is solely for the purposes and
to the extent set forth in this Agreement and the relationship of Food Takila to the
Restaurant shall be that of an independent contractor. Food Takila does not, in any way
or for any purpose, become a partner of the Restaurant in the conduct of the Restaurant
business, or otherwise, nor a joint venturer nor member of a joint enterprise with the
Restaurant. Any agreements made by Food Takila with delivery persons shall provide
that such delivery persons are employees or independent contractors of Food Takila and
are to be paid by Food Takila alone, and that in hiring such delivery persons, Food
Takila is acting individually and not as agent or attorney for the Restaurant. Food
Takila shall have no authority, expressed or implied, to act as an agent of the
Restaurant.

11. During the term of this Agreement, Food Takila shall advertise and promote its delivery
and pickup. Such advertising and promotion may include the production and
distribution of a delivery and pickup menu on the website that will include the Menu, as
well as menus of other participating restaurants. During the term of this Agreement,
Food Takila may only use the Restaurant trademarks and the Menu in literature or other
documentation distributed by Food Takila to prospective customers. Notwithstanding
the foregoing, however, Food Takila agrees that no literature containing any of the
Restaurant trademarks or any Menu used by the Concept will be distributed by Food
Takila until such literature has been submitted to the Restaurant for review and
approval, which approval must be in writing and may be granted or withheld at the sole
and absolute discretion of the Restaurant. Furthermore, all advertising and promotional
material containing any of the Restaurant trademarks or Menu shall disclose the fact
that Food Takila is not a partner or joint venturer of the Restaurant and that the
Restaurant has no involvement with the operation of Food Takila. Any changes to the
Menu or the prices of the Food on the Menu shall not be binding on Food Takila until
ten (10) days after receipt of such Menu or price changes from the Restaurant to Food
Takila. Food Takila is expressly prohibited from modifying, revising or otherwise
amending the Menu without prior written consent from the Restaurant.

12. Food Takila shall be responsible for handling and responding to any and all customer
requests and complaints. Food Takila shall further be responsible for making restitution
to customers for any errors in orders, problems in food preparation, incorrect orders
arising from Food Takila's failure to properly transmit an order, or problems in the
delivery of a customer order. The Restaurant shall reimburse Food Takila for all
restitution paid to customers, provided that such restitution was reasonably necessary
due to the negligence of the Restaurant in the preparation of a customer order. At the
Restaurant’s request, Food Takila shall provide a summary of any such matters. If the
order is for pickup, at the Food Takila’s request, the Restaurant shall provide a
summary of any such matters.

13. Time is of the essence with respect to each provision of this Agreement. Failure on the
part of any part hereto to complain of any act or failure to act of the other party, or to
declare the other party in default hereunder, regardless of how long such failure
continues, shall not constitute a waiver of the rights of such party hereunder. If an
action is begun, or a collection agency and/or a lawyer is retained by the Restaurant, to
enforce this Agreement or to collect any sums due as provided in this Agreement or to
collect money damages for breach of this Agreement, against Food Takila, the
Restaurant shall be entitled to collect from Food Takila reimbursement for the cost of
collection, including, without limitation, any fees charged by such collection agency,

Food Takila Pvt. Ltd. 

 and the reasonable actual out-of-pocket fees of lawyers and court costs incurred in
connection with such action or retention.

14. As it relates to the posting of a website advertising its business and lists the subjects
restaurant(s) as a food provider on such website the Food Takila agrees to the following
guidelines: (i) to distinguish the restaurant’s trademark within text, using all
CAPITALS, ​italics​, or color; (ii) to avoid distorting the trademark; (iii) to not alter the
graphic design or the color; and (iv) to always use the proper registration symbol ®.
The permission granted herein is limited solely for use by Food Takila in connection
with services provided pursuant to this Agreement. The Restaurant may revoke this
authorization at any time in its sole discretion. No waiver, estoppel or course the
Restaurant of dealing is to be implied or construed from this Agreement.

15. This Agreement shall be governed by the laws of the State of Uttarakhand and shall
bind and inure to the benefit of the respective parties, their personal representatives,
successors, and assigns. This Agreement shall supersede and replace any and all prior
agreements entered into or otherwise agreed to between the parties.

IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth
above.

Food Takila:

Food Takila Pvt. Ltd.

By: Anmol Agarwal

__________________________
Its: Director

Restaurant​:

__________________________
a _________________________

By: ______________________

__________________________
Its:_____________________

Food Takila Pvt. Ltd. 

Food Takila Pvt. Ltd.