FRANCHISE AGREEMENT

BETWEEN

Morpheus Human Consulting Private Limited

AND

Franchisee

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THIS AGREEMENT (Agreement) including all Exhibits and Statement of Work attached hereto and incorporated herein is
made on the ___ day of _______, 2012 at Mumbai, India between MORPHEUS HUMAN CONSULTING Pvt. Ltd., a company
incorporated under the Indian Companies Act 1956, with its registered office at Level 4 / A Wing / Dynasty Business Park /
Andheri Kurla Road / Andheri (e) / Mumbai 400059 (hereinafter referred to as Morpheus or the Franchisor)
and XXXX (hereinafter referred to as the Franchisee)
RECITALS
A. Morpheus Human Consulting is in the business of providing services like Recruitment, Corporate, Retail and Institutional
Training, and associated human resources activities either singularly or along with partners in the name of MORPHEUS HUMAN
CONSULTING PVT. LTD. (Business)
B.For the purpose of carrying on the Business and its marketing, Morpheus Human Consulting has over the years inter alia
developed various unique and distinctive methods and created know-how and databases for development and operations of the
Business, which tantamount to trade secret and thus is secret and confidential and invaluable to Morpheus Human Consulting.
Morpheus is the absolute owner in the copyright in all such methods, know-how, etc. This knowledge, skill and experience have
given Morpheus Human Consulting the goodwill, reputation and edge in human resources industry.
C. The Franchisee recognizes, acknowledges and understands the importance and benefit to be derived from being associated
with Morpheus Human Consulting and desires to be assisted, trained and licensed by Morpheus team to obtain the benefits of
Morpheus Human Consulting's knowledge, skill and experience and the license to represent Morpheus to potential job seekers
and candidates only. This does not entitle the Franchisee to act as a principle or an agent of Morpheus Human Consulting.
Accordingly the Franchisee cannot operate the Business with any other person other than Morpheus Human Consulting or
conduct any business or Trade or sign any legal agreement using the Morpheus Human Consulting brand name or on its behalf
or to bind either orally or otherwise in any covenant, obligation or contract.
D. This Agreement, subject to the provisions for termination contained hereinafter, shall subsist for a term of one year from and
including the date of this Agreement. The Franchisee shall have the option to renew this agreement for a further term vide a
fresh agreement with the Franchisor, subject to the terms and conditions set out therein, provided there has been no breach of
the present agreement during the above mentioned period.
NOW, THEREFORE, the parties hereto agree as follows:

#A: APPOINTMENT
1. The Franchisor has developed what may be termed as The System which includes methods of operating a business
comprising services like Recruitment, Corporate, Retail and Institutional Training, and associated human resources activities or
in connection with the operation of the MORPHEUS business for the maintenance of a common identity and reputation of the
MORPHEUS business operations including standards of quality and uniformity of services offered and procedures for accounting
marketing and management control. The trade names of the Franchisor are associated with uniformly high standards of service
and quality of work.
2. The Franchisor grants to Franchisee, a franchise to operate as a recruitment business partner with the Franchisor upon the
terms and conditions herein contained (subject to the terms and conditions contained in the Agreement) and a license to use in
connection therewith Franchisor's Business name.

#B: TERM & ENGAGEMENT:

1. Statement of Work will be executed from time to time, and upon acceptance by both parties will be incorporated into this
Agreement by reference thus describing the specifications for each engagement. The Statement of Work shall be in the form of

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the Statement of Work attached hereto as Exhibit 1. If there are any terms or conditions specified in a Statement of Work that are
in conflict with this Agreement, the terms and conditions of this Agreement will prevail unless those terms are expressly noted as
overriding the terms and conditions of the Agreement and then only for that specific Statement of Work.
2. Franchise: The Franchisee hereby agrees that it shall be considered partners in business on all the work done as per the
Statement of Work that will be executed from time to time as indicated in Exhibit 1 of this Agreement.
3. Term: This Agreement shall become effective as of the first day written above and except as otherwise provided herein, shall
continue in full force and effect until terminated. Either Party may terminate this agreement with or without cause upon giving a
prior written notice of Forty Five (45) days to the other party. Either party may terminate this agreement with immediate effect
upon written notice to the other party if such other party is in material breach of this agreement. Material breach in the context of
this agreement is defined as and would occur when the Franchisee, its employees, and all persons proceeding under it commit a
fraud, violate terms of agreement, do business in their own name, poach the Franchisors employees/clients, directly approach
the Franchisors clients, disclosing candidate information to 3rd parties, proposing irrelevant candidates, misrepresentation and
misleading the Franchisors clients/candidates, and any other situation which may potentially cause losses of any manner to the
Franchisor. Such terminations shall not release either party from those provisions regarding confidentiality, inventions,
developments and improvements, publicity, representations, warranties and indemnification, dispute resolution, which shall
remain binding upon the other party until expressly released in writing.
4. Confidentiality, Non-Solicitation of Personnel and Non-Compete: By a Confidentiality, Non-Solicitation and NonCompetition and Non-Recruitment Agreement dated _________made and entered into between the Franchisor of the One Part
(therein referred to as the Franchisor) and the Franchisee of the Other Part (therein referred to as the Franchisee) , both parties
have agreed and undertaken to adhere to the terms and conditions more specifically set out there in regarding confidentiality,
non-solicitation of personnel and non-compete. The parties hereto shall be strictly bound by the terms and conditions of the
CNSCR and the aforesaid CNSCR shall form part and parcel of this present Agreement and shall always be read in conjunction
with the present agreement.
#C: OBLIGATIONS/ROLES & RESPONSIBILITIES OF FRANCHISEE
1. Provide the Franchisor with suitable & qualified resumes of potential candidates as per their requirements.
2. Ensure that the potential candidates are given fair and accurate information about the Franchisors client and requirements.
3. Provide to the Franchisor any information about a potential candidate that is in the knowledge of the Franchisee and to
disclose any information that may be considered to be relevant to the recruitment process and in the interest of the client.
4. Communicate and coordinate between Franchisor and the potential candidate in fixing the venue, time or such other matters
relating to meetings between the Franchisors client and potential candidate.
5. Assist the Franchisor with the coordination of acceptance of job offers by and between the potential candidate and
Franchisors client.
6. The Franchisees recruiters & team will be using the Franchisors brand name in communication to all the candidates and use
the specified CV Format by the Franchisor in all its communications to the candidate.
7. Follow the systems & processes laid out by the Franchisor from time to time.
8. Maintain recruiters as specified by the Franchisor on its pay rolls
9. Use the brand name of the Franchisor for all the candidates.

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10. Register and show complete commitment with the Franchisor, by committing to not run any parallel competitive business to
recruitment and Human resource development sector.
11. The Franchisee agrees to comply with all laid down policies & procedures of Franchisor mentioned in the Morpheus
Handbook or communicated from time to time. These include but are not limited to policies for job boards, communication to
candidates, stationary and general guidelines.
12. It is the responsibility of the Franchisee to maintain the laid down infrastructure requirements which will include but are not
limited to High Speed Internet, Computers, Training & and Signage as specified by the Franchisor.
13. The Franchisee will be responsible for all statutory compliance regarding its employees as per the rules of the Government of
India. In no scenario is Franchisor or any of its group companies/subsidiaries to be held responsible for any breach on part of the
Franchisee or its employees. These compliances may include but are not limited to Service Tax, TDS, ESIC, Provident Fund,
Professional Tax, etc.
14. The Franchisee is bound by the terms of agreement that the Franchisor signs with its clients from time to time. These terms
may include but not be limited to areas such as percentage of fees applicable, payment period and replacement clauses.
15. The Franchisee would display a sign board of at least 4x6 square feet outside your office for which the artwork would be
provided by us
16. Franchise operating under Morpheus brand has to be operational for 8 productive hours. Please note that we can work for
two set of timings.
9: 00 AM to 5: 00 PM / 9: 30 AM to 5: 30 PM (Monday Saturday)
2nd and 4th Saturday Off

#D: Stationery
Franchise would not print out ANY STATIONERY which has Morpheus Logo printed locally at your branch until and unless it is
approved by us.
Morpheus would print letterheads / envelopes / business cards (1 - branch and the other for the Centre Head) with a predefined
quantity limit for your respective branch. We would be requiring
A: Complete Address for the branch.
B: One land line and one cell phone number dedicated to branch operations.

#E: Revenue Sharing and Payments:

Recruitment Revenue:
1. National Clients For Positions from the client sourced by Morpheus and closed by Franchise, we would pay you a
commission of 60% (Taxes applicable)

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2. Regional Clients In this arrangement, we have a franchise that is sourcing the client but for some reason is not able to close
positions at his end and requires help from his network so that he does not lose out on the business to the competition. Kindly
note this would be a three way understanding. Please see the table below for your reference
Branch / Franchise sourcing candidate

60% (Taxes applicable)

Branch / Franchise sourcing client

10% (Taxes applicable)

Morpheus share

30% (Taxes applicable)

Total

100%

3. Branch Clients For positions from the client sourced by a franchise and closed by them, we would pay Franchise a
commission of 70% (Taxes applicable)
Any candidate placed with Morpheus Client (National / Regional / Branch Client) will be taken as an accountable closure once
the candidate completes his replacement period (As per the agreement signed with the client, which normally varies from 1 to 3
months). You will receive the payment for that closure only after Morpheus receives the payment from the client and the
completion of his/her replacement period.
Training Revenue:
Throughout the term of this Franchise Agreement, we will pay you "a commission in an amount equal to 60% (Taxes applicable)
and 40% royalty fees are fully earned by us and are for the use of our system and our franchise marks.
All the payments realised by 12th of each calendar month will be released by the franchisor to the franchisee by the 15 th of the
same calendar month.

#F: Franchisee's Fees

Franchise would pay the Franchisor a onetime non-refundable fee of INR 80,000/- (Rupees Eighty Thousand only) + Service
Tax as a franchise fee for lifetime, in order to be entitled to open a Morpheus Human Consulting Pvt. Ltd. franchise. There are no
refunds on this initial fee. We reserve the right to alter this fee, if a potential franchisee commits to opening more than one
franchise store.
We would provide you online support for a no charge. You will pay us an Rs.30, 000.00 transfer fee prior to consummation of
any transfer by you of ownership of your franchise business to a third person. We retain an absolute right of first refusal on the
terms you negotiate with the third person and the absolute discretion to prevent the transfer by not granting you permission in
writing to sell to the third person. There will be no charge if you transfer your franchise business to a corporation-you control, so

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long as you retain majority control of that corporation; once you seek to transfer majority control to a third person, this transfer
fee and our absolute right of first refusal and to deny permission for the transfer are applicable.
As and when Morpheus decides to use services of third party software or introduce a new product or service for the benefit of the
overall business, the according cost decided by Morpheus for the same will have to borne by the franchisee.
Annual Fee of Rs.4700.00 for Talent Now ID Activation will be waived for the first year of the agreement; however that will
payable from 2nd year of the agreement and every consecutive year. This fee is subject to change.

#G: Job Portals

Morpheus would provide 1 premium portal for a period of 6 months charged free and thereafter would be the responsibility of
franchise to buy the same at his discretion from the open market or get it renewed through us. Franchisor expects the franchise
to ensure portal guidelines, quotas, non-misuse of the product so as to avoid disconnection to their services. The access would
be activated from the day the agreement is signed and would remain active for 6 months until and unless there is no adherence
on the guidelines. Morpheus is providing this resource for the use of sourcing resumes on openings available in the system and if
the partner is not active for a period of 7 working days without intimation or is found misusing the product than Franchisor has
complete rights to take away the benefits.

#H: Reports:
We will seek to maintain high standards of quality, appearance, and service throughout our Morpheus Human Consulting Pvt.
Ltd. system, conduct inspections of your franchise business and others, and evaluate the products sold and services rendered
therein--all as we deem advisable. We may, but are not obligated to provide you any other supervision, assistance or services
prior to the opening of your franchise business or throughout the term of your Franchise Agreement.
All our obligations under this Franchise Agreement are to you, the franchisee, specifically, and to no one else, without our prior
written approval. We reserve the right to allow Morpheus Human Consulting Pvt. Ltd. franchises to be placed with other related
existing businesses when we conclude in our absolute discretion that the association will be beneficial to us.

#I: OBLIGATIONS / ROLES & RESPONSIBILITIES OF FRANCHISOR

1. The requirement submitted to the Franchisee should be stated clearly and must have a comprehensive description of the
ultimate client needs. It should typically consist of the description of the position for which recruitment is sought, qualification
specifications, relevant organization details, CTC (cost-to-company) bracket per position as is necessary for the Franchisee to
effectively perform its obligations under this Agreement.
2. The Franchisor will share any specific clauses on agreements with their clients, so the Franchisee can decide if it can work on
that requirement. An example clause would be if a candidate leaves in 90 days, the Franchisor will provide a free replacement.
3. The Franchisor will provide the Franchisee with true, fair and accurate information about the client that needs to be furnished
to the potential candidate
4. Exercise abundant care and caution in handling the resumes and information provided to the Franchisor by the Franchisee
such that no unauthorized use or misuse is made of the same.

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5. The Franchisor will impart necessary training and development to the Franchisee from time to time to make sure business
processes and targets achievement is in sync.
6. The Franchisor shall ensure that all payments due to the Franchisee are made within a period of 30 days of the invoice being
raised on the Franchisor by the Franchisee. This however is subject to completion of replacement period and funds received by
clients.
7. The Franchisor will ensure sufficient flow of requirements and adequate business from all their clients for the Franchisee to
maintain a healthy business.
8. The Franchisor shall provide all help, guidance & support to the Franchisee that may be within the reach of Franchisor.

#J: REPRESENTATIONS AND WARRANTIES OF THE PARTIES:

1. Both parties are duly constituted legal entities incorporated under the provisions of the Companies Act, 1956 and the
Partnership Act, 1932 (whichever is applicable);
2. The activities listed in the present Agreement and in the Statements of Work to be executed from time to time in accordance
with this Agreement are permitted under the Memorandum and Articles of Association of the Parties or such governing document
as may be applicable to the Parties;
3. The Franchisor warrants that it owns all the copyright in the material that will be supplied to the Franchisee;
4. The Board of Directors/ Partners (as may be applicable) of both Parties have passed the necessary resolutions for entering
into this Agreement.

#K: SURVIVAL OF REPRESENTATIONS AND WARRANTIES:

The terms, provisions, representations, and warranties contained in this Agreement that by their sense and context are intended
to survive the performance thereof by either or both parties hereunder shall so survive the completion of performance and
termination of this Agreement and any Statement of Work placed hereunder, including, but not limited to, the making of any and
all payments due hereunder, confidential information and Individual Confidentiality Agreements, insurance, any rights and
obligations conveyed by license and any cause of action that accrued prior to said termination.

#L: Default & Termination without Chance to Cure

1. You abandon the franchise by failing to operate the franchise business for seven consecutive days during which you are
required to operate the franchise business under the terms of the Franchise Agreement, or any shorter period after which it is not
unreasonable under the facts and circumstances for us to conclude that you do not intend to continue to operate the franchise
business, unless such failure to operate is due to fire, flood, earthquake or other similar cases beyond your control;
a. We and you agree in writing to terminate the franchise;
b. You make any material misrepresentations relating to the acquisition of the franchise business or you engage in conduct
which reflects materially and unfavourably upon the operation and reputation of the franchise business or our system;

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c. You repeatedly fail to comply with one or more requirements of the Franchise Agreement. You fail to pay any franchise fees
or other amounts due to us or our affiliates within five days after receiving written notice that such fee are overdue.

#M: Default With Chance to Cure before Termination

Besides the grounds for termination upon notice without chance to cure stated in Section # L, we may also terminate your
franchise prior to the expiration of its term for good cause as defined in this section. "Good cause" shall include, but not be
limited to, your failure to comply with any lawful requirement of the Franchise Agreement after being given written notice thereof
and a reasonable opportunity, which in no event need be more than thirty days, to cure the failure.

#N: RIGHTS UPON ORDERLY TERMINATION:

Upon termination or other expiration of this Agreement, each party shall forthwith return to the other, or, where applicable, certify
in writing the destruction of, all papers, materials and properties of the other held by such party and required to be returned by
this Agreement or any Statement of Work hereunder. In addition, each party will assist the other party in orderly termination of
this Agreement and the transfer of all aspects hereof, tangible and intangible, as may be necessary for the orderly, non-disrupted
business continuation of each party.
a. Any of the principals of the franchisee or the franchise business is declared bankrupt or judicially determined to be insolvent,
or all or a substantial part of the assets thereof are assigned to or for the benefit of any creditor, or admits inability to pay debts
as they come due;

#O: ARBITRATION:
Any and all disputes pertaining to and arising out of this agreement shall be referred to Arbitration, the proceedings of which shall
be governed by the Arbitration and Conciliation Act 1996. This agreement shall be governed in accordance with the laws of the
Republic of India and the Courts of Mumbai shall have the sole jurisdiction to any disputes, controversy or claims arising
hereunder. The Arbitration proceedings shall take place in English at Mumbai. Each of the Parties shall have the right to appoint
1 arbitrator who in turn will jointly appoint a 3rd arbitrator to preside over the arbitration proceedings. The award given by the
arbitrator shall be final and binding and both the parties hereby agree to waive their right to appeal in Court to set aside the
award.
IX.

This Agreement shall not be amended or modified except in writing duly executed by the parties.

X.

This agreement is executed in Duplicate and each copy is treated as original for all legal purposes.

IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT ON THE DAY GIVEN HEREINABOVE
AND PUT FORTH THEIR SIGNATURES:
Morpheus Human Consulting Pvt Ltd

Franchisee Name

108, Sagar Palazio, Sakinaka Junction, Andheri Kurla Road,

Andheri (east), Mumbai, Maharashtra, India 400072

Franchisee Address

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Signature:

Signature

Name: Kailash Shahani

Title: Managing Director
Date:

Name:
Title
Date :

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SERVICE LEVEL AGREEMENT

Clause 1 A - What we expect from you as a Franchise :
A well-managed team of recruiters, adherence to Morpheus systems and processes, understanding the job descriptions for each
requirement in detail from our MHC managers and executives, ensuring delivery as a product of informed, systematic sourcing,
proper candidate management and follow ups.
Your revenue share 60% (Taxes applicable)

1. Investing in, leading and managing your team of recruiters : The Morpheus franchise business is your business. You
bring to the table your unique abilities and management skills. Since your focus is only on delivery (for which you are
guided and assisted by the MHC managers), you can build, manage and lead a huge team of recruiters. You are only
limited by your vision and your ability to invest in and lead your team of recruiters. While we can guide and support, the
productivity of your team is entirely your responsibility.

2. Adherence to MHC systems and processes: It is impossible to manage a large network of disparate teams without
strict adherence to systems and processes. It is imperative that you and your team abide by our systems in order to
help us serve you better.

3. Informed, systematic sourcing: Portals are not the only sources for good candidates. During your training you will be
introduced to many other tools and techniques to source the right candidate. We expect you to learn, implement and
duplicate these tools and techniques within your team so that you ensure a constant stream of good candidates on a
daily basis. A committed, informed team of recruiters is your asset. Nurture them well.

4. Proper candidate management: As you will learn during training, finding the right candidate is half the job. Selling the
client to him, preparing him and ensuring that he attends the interviews and following up with him later to ensure that
he joins is also your responsibility.
Clause 1 B Franchisee Commitments
Hiring Resources for your operations: Franchise would appoint at least 3 consultants and 1 Business Development executive for
smooth branch operations. Any employee short listed for the branch operations or for business development needs to go through
a Telephonic FINAL ROUND with human resource team at Morpheus Consulting. This process would only help you find the right
candidate with my feedback inputs and the salaries could be negotiated at your end thereafter.

If the franchisee wishes to hire freelance consultants to source resumes for their branch, they are required to take documented
approval from the franchisor prior to employing their services.
A: Offer Letters & Appointment Letters:
Please issue offer letter to any employee before he joins your branch and appointment letter after a weeks joining. These
documents are available on
www.mhchelp.com (HR Section) and the same can be obtained by emailing on hr@mhc.co.in .
Also, franchise should collect below mentioned documents for your employees (permanent or freelance) as we are involved in a
DATA Security business so we need to protect our interests.

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Documents Required:
o

A: ID Proof

B: Address Proof

C: Candidate Application Form

D: Previous Employers salary slip

E: Reliving letter

Franchise also has to do a reference check on the documents they have given you as they are just not exposed to the data
available at your branch but also the operational know how for Morpheus.

Employee appointed by the Franchise, will be on the payrolls of the Branch and the Head Office is not liable for any dues
towards the employees appointed by the franchise.

Infrastructure :

At leat 200 sq feet of office space with a seating capacity of 4-5 people.

High speed 1-2 mbps broad band internet connection.

One computer, phone and MHC IT system login per recruiter, one portal login per two recruiters.

Time: We expect you to personally oversee the business committing a minimum of 2 hours a day monitoring and guiding
your team and interacting with our MHC managers.

Delivery: We expect a minimum of 8 quality submissions a day per recruiter. We expect each candidate to be managed
properly. Ensuring that each candidate attends the interview and is open to negotiating with the client to close the position is
your responsibility.

Process: You will be provided with a process manual when you join and start your operations. We expect you to comply
with the systems and processes specified in the process manual. Any queries should be addressed before starting
operations.

Legal clauses: The confidentiality clauses, exit clauses, no poaching of clients and employees across clients and other legal
clauses as specified in the agreement should be complied with.

Report: The franchisee will submit a Monthly Review Tracker by last day of every month to update about their monthly
performance.

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EXHIBIT 1
STATEMENT OF WORK
This Document is a Statement of Work (SOW) as defined in the Franchise Agreement, dated ___ Day of ______, 2014, between
the Franchisor and Franchisee) and is subject to and incorporates by reference the provisions of the Agreement. This Statement
of Work is dated and made effective as of the [].
Nature of Engagement: Permanent Staffing
1. The Franchisor will procure the staffing requirements from its clients and share the same with the Franchisee and & explain
each requirement with in-depth detail to the best of its knowledge.
2. The Franchisee will use these requirements as guidelines to source for qualified candidates and submit the qualified candidate
profile to the Franchisor via recruitment software / portal called Talentnow.
3. The Franchisee will facilitate the interview process and provide all assistance that the Franchisor may need to ensure the
candidates is selected and the requirement is closed.
4. The Franchisee will bear all the operational cost incurred by its personnel in the process of recruiting, including screening the
candidates, providing support to the Franchisor in scheduling interviews and closing procedures.
5. The Franchisor will bear the operational cost incurred by its personnel in the process of sales & marketing, closing procedures,
client related activity, invoicing its clients & collections.
6. All unforeseen costs not included in this Statement of Work will be discussed prior to incurring and will be mutually handled on
a case by case basis
7. In Permanent Staffing, most clients will pay a finders fee in the approximate range of 8.33% to 20% of the Cost-To-Company
offered. All taxes will be applied. Franchisor and The Franchisee agrees to split the said revenue in the ratio of 40:60 between
the Franchisor and Franchisee respectively after accounting for all approved expenses. All appropriate documentation will be
shared by both parties on request on case to case basis.
8. In the event that a candidate referred by the Franchisee does not get selected or does not join after selection for the position
referred, the Franchisee will not claim any right for that particular candidate in case he/she is selected or approached for
employment by the Franchisor or its clients or their group / associated companies or any other franchisee.
9. In a given scenario wherein the same candidate is referred by two or more franchisees for the same position with the same
client, the franchisee referring the candidate first will be given the credit for the same and the other referring Franchisee will be
informed about their candidate not being considered.
10. Franchise would ensure adherence on process flow and submissions on Talentnow. Morpheus partners are requested to not
submit resumes without speaking to candidates and obtaining a written confirmation for their acceptance on their candidature to
be processed to clients.

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PAYMENT TERMS:
1. The Franchisee will raise invoices on the Franchisor within 10 days of candidate joining the position referred for. All invoices
should be addressed to Morpheus Human Consultings office to 108, Sagar Palazio, Sakinaka Junction, Andheri Kurla Road,
Andheri (East), Mumbai 400072, Maharashtra, India
2. The Franchisor agrees to pay the invoices within 10 days of the Franchisor receiving payment from the client and completion
of replacement period. Generally the payment terms discussed and the payments received are between 60-90 days. However
in certain scenarios the client may insist on a slighter longer credit period the same will be mutually discussed with the
Franchisee and action only on mutual consent.
IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT ON THE DAY MENTIONED HEREIN
ABOVE AND PUT FORTH THEIR SIGNATURES:
MORPHEUS HUMAN CONSULTING Pvt. Ltd.

XXXXX

Signature :

Signature :XXXXX

Name: Kailash Shahani

Name: XXXX

Title: Managing Director

Title: Franchise Partner

Date:

Date: XXX

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