This Master Franchise Agreement (“Agreement”) is entered into on [Date], by and between:
Quantum Intelligence, a Proprietorship, having its registered office at [Registered Address], hereinafter referred to as the “Company”, which expression shall include its proprietor, successors and permitted assigns;
AND
[Franchise Name], having its principal place of business at [Address], hereinafter referred to as the “Master Franchise Partner”.
The Company and the Master Franchise Partner are individually referred to as a “Party” and collectively as the “Parties.”
1. Purpose
The Company appoints the Master Franchise Partner to promote, market, sell, distribute, and support Quantum Intelligence products and services within the approved district or territory, subject to the terms of this Agreement.
2. Products
The franchise may deal in products approved by the Company, including but not limited to:
- Electric Scooters
- Electric Motorcycles
- Electric Cycles
- Electric Three-Wheelers
- Electric Rickshaws
- Batteries and Chargers
- Solar Energy Products
- LED Lighting
- Smart TVs
- Laptops
- Other products introduced by the Company from time to time.
3. Territory
The Company grants the Master Franchise Partner the right to operate within the approved district or territory described in Schedule A.
Unless expressly stated in writing, this appointment is non-exclusive, and the Company may appoint additional partners where required for business reasons.
4. Appointment
The Master Franchise Partner shall:
- Market Quantum Intelligence products.
- Develop dealership and retailer networks.
- Sell products.
- Promote the Company’s brand.
- Coordinate customer support.
- Provide first-level service support.
- Maintain inventory as agreed.
- Assist customers with warranty procedures.
- Ensure compliance with Company standards.
5. Investment
The Master Franchise Partner acknowledges the proposed investment requirement of approximately ₹25,00,000 (or such amount as agreed in writing).
The investment may include showroom development, inventory, demonstration vehicles, service infrastructure, branding, and working capital.
6. Commercial Terms
Unless otherwise agreed in writing:
- Direct sales margin: 20%–25%
- Override benefit on approved sub-partner sales: 5%–7%
- Revenue share from eligible district dealer performance: 2%–5%
These percentages are indicative and may be revised by mutual written agreement or through updated commercial policies.
7. Dealer Responsibilities
The Master Franchise Partner shall:
- Maintain professional business conduct.
- Operate from approved premises.
- Employ trained staff.
- Maintain adequate stock.
- Deliver products responsibly.
- Use only genuine spare parts.
- Maintain customer service records.
- Comply with all applicable laws.
- Protect the Company’s confidential information.
- Promote only approved marketing materials.
8. Sales Targets
The Company may prescribe reasonable sales, service, customer satisfaction, and network development targets.
Failure to consistently meet agreed performance standards may result in corrective action, suspension, or termination, after providing an opportunity to respond where appropriate.
9. Service Obligations
The Master Franchise Partner shall:
- Provide customer assistance.
- Handle warranty claims in accordance with Company policies.
- Coordinate repair and maintenance services.
- Maintain service records.
- Follow prescribed quality standards.
- Support software updates or recalls where applicable.
10. Brand Usage
The Master Franchise Partner is granted a limited, non-transferable licence to use Quantum Intelligence trademarks, logos, and marketing materials solely for promoting authorized products during the term of this Agreement.
No ownership rights are transferred.
11. Pricing
Retail prices may be recommended by the Company.
The Company reserves the right to revise pricing, product specifications, incentives, and promotional schemes.
12. Orders and Supply
All purchase orders are subject to acceptance by the Company.
Product availability depends on manufacturing, procurement, logistics, and inventory.
Estimated delivery dates are not guaranteed.
13. Warranty
Warranty obligations shall be governed exclusively by the Company’s published Warranty Policy.
The Master Franchise Partner shall not make any warranty, guarantee, or representation beyond those officially authorized.
14. Confidentiality
The Master Franchise Partner shall keep confidential all non-public information relating to:
- Pricing
- Business strategies
- Dealer network
- Product development
- Customer information
- Technical documentation
- Financial information
This obligation survives termination of the Agreement.
15. Compliance
The Master Franchise Partner shall comply with all applicable laws, including those relating to:
- Consumer protection
- Product safety
- Taxation
- Environmental compliance
- Data protection
- Labour laws
- Anti-corruption
16. Intellectual Property
All intellectual property rights remain the exclusive property of Quantum Intelligence.
The Master Franchise Partner shall not register, copy, modify, or use Company intellectual property except as expressly authorized.
17. Term
This Agreement shall remain in force for an initial period of three (3) years, unless terminated earlier in accordance with this Agreement.
It may be renewed by mutual written agreement.
18. Termination
Either Party may terminate this Agreement by giving 90 days’ written notice, unless immediate termination is permitted for material breach, fraud, insolvency, unlawful conduct, or misuse of the Company’s intellectual property.
Upon termination, the Master Franchise Partner shall cease using the Company’s branding and comply with post-termination obligations regarding inventory, confidential information, and outstanding payments.
19. Limitation of Liability
To the extent permitted by law, the Company’s liability under this Agreement shall be limited to direct losses arising from its proven breach. The Company shall not be liable for indirect, consequential, or special damages, including loss of profits or business opportunities.
Nothing in this clause limits liability where such limitation is prohibited by law.
20. Force Majeure
Neither Party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, war, strikes, or widespread supply chain disruptions.
21. Dispute Resolution
The Parties shall first attempt to resolve disputes through good-faith negotiations.
If unresolved, disputes shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.
The seat of arbitration shall be Lucknow, Uttar Pradesh, unless otherwise agreed.
22. Governing Law
This Agreement shall be governed by the laws of India.
Subject to the arbitration provisions above, courts at Lucknow, Uttar Pradesh, shall have jurisdiction over matters arising from this Agreement.
23. Notices
All legal notices shall be in writing and sent to the addresses notified by the Parties by registered post, recognised courier, or email with acknowledgement.
24. Entire Agreement
This Agreement constitutes the complete understanding between the Parties regarding the Master Franchise arrangement and supersedes prior discussions, proposals, or understandings on the same subject.
Signatures
For Quantum Intelligence
Name: _______________________
Designation: Proprietor
Signature: ___________________
Date: _______________________
Master Franchise Partner
Name: _______________________
Business Name: _______________________
Signature: ___________________
Date: _______________________
Recommendations to strengthen this agreement
To make it suitable for execution with franchise partners, I suggest adding annexures that become part of the agreement:
- Schedule A: Territory and exclusivity details.
- Schedule B: Product price list and dealer discounts.
- Schedule C: Sales targets and performance KPIs.
- Schedule D: Branding, showroom, and service center standards.
- Schedule E: Warranty, spare parts, and after-sales service procedures.
- Schedule F: Code of Conduct and Anti-Bribery Policy.
- Schedule G: Payment terms, credit limits, and security deposit.
- Schedule H: Service Level Agreement (SLA) for customer support.
