MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING is entered into and executed on this _______ of

___________, 2015 (hereinafter referred to as MOU).
BY AND BETWEEN
M/s. _______, a sole proprietary concern of Mr. __________________, an Indian Inhabitant aged
___
having
business
at
_________
and
residing
at
_________________________________________________________________ hereinafter referred to as
"Owners / Developers" (which expression shall unless it be repugnant to the context or
meaning thereof be deemed to mean and include its heirs, successors in interest, executors
and permitted assigns) of the First Part;
OR
M/s. _________________________ , a Partnership Firm, registered under Indian Partnership Act,
1932 having its business place at _______________________________________________________
represented through its partner Mr. ____________________________________________ hereinafter
referred to as the "Owners / Developers " (which expression shall unless repugnant to the
context or meaning thereof mean and be deemed to include its all the partners collectively
and each partner individually and their heirs, successors, administrators and executors) of
the First Part
OR
, a Private Limited Company incorporated and registered under the provisions
of
the
Companies
Act,
1956,
having
its
registered
office
at
________________________________________________________________, hereinafter referred to as
"Owners / Developers" (which expression shall unless it be repugnant to the context or
meaning thereof be deemed to mean and include its successors and assigns) of the First
Part;
AND
Cine Square Entertainment Private Limited, a company incorporated and registered
under the Companies Act, 1956, having its registered office at First Floor, 22/2 Yeshwant
Niwas Road, Near Talwalkar Gym, Indore 452001, Madhya Pradesh, India (hereinafter
referred to as CSEPL) (which expression shall unless repugnant to the context and
meaning thereof, shall include its executors, administrators and permitted assigns) of the
SECOND PART.
Owners and CSEPLshall hereinafter be individually referred to as Party and
collectively as Parties.
WHEREAS:a) The Owners/Developers is/ are the sole, absolute, unfettered and unencumbered owner
of the property bearing no. . admeasuring .. sq.ft. in the complex known as
. on the floor situate at (the said property).
b) The Owner/ Developer hereby represent and warrant that the property is clean in legal
title and that there are no claims, actions, proceedings or any matters pending, neither
are there any threatened proceedings in any Court of Law or before any quasi-judicial
bodies not limited to any Government authorities, that may in any manner restrict or

Initials: (1) _______; (2) _______

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impair or create any impediments that might or would conflict with the intention of the
parties hereto.
c)

The Owner / Developer in case wise to lien, Mortgage, charge said Property, they shall
inform to CSEPL before doing so & the owner shall be fully responsible for it.

d) CSEPL has spent substantial time money and effort in setting up and/or developing
knowledge of and expertise for running, operating and managing the Mini Theatre
Business. CSEPL has duly explained to the Owner / Developer entire business model and
the Owner/ Developer is desirous of giving shape of the said business model on the said
property by entering into the Franchise arrangement.
e) The Owner / Developer has agreed to offer to CSEPL minimum area of _____________
square feet of Carpet Area on ___________ floor in the building known as/ will be known
as ____________ being lying and situated on the said property(hereinafter referred to as
the Franchised Premises) for running a Mini Theatre under thetrade name
CINE SQUARE ENTERTAINMENT from the said premises (hereinafter referred to as
Franchised Business).
f)

Both the Parties are desirous to enter into this MOU upon the terms and conditions
mutually decided and agreed more particularly set out herein.

NOW THEREFORE, THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AND THE

PARTIES HERETO AGREE AS FOLLOWS:
A.

The below mentioned are the terms and conditions which shall govern the
Franchised Business between both the Parties.
Sr. No.

1.

Terms and Conditions of

MOU.
Standard Mini Theatre
Franchise
Set-Up

2.

Investment Requirement

Initials: (1) _______; (2) _______

Description
To shape up the franchised business, in the said
property, both the parties shall procure at their cost
and expense following:
(i). the Owner/ Developer shall provide minimum
carpet area of 5000 sq.ft. with column distance
of minimum below beam height of 16 feet
in the said property and carry out necessary fit
outs and interiors thereto;
For the purpose of setting up Mini Theatre
business comprising of minimum of 2 (Two)
Screens with a minimum of 100 (Hundred) seats
within the minimum area of 5000 sq.ft. Carpet
requires minimum investment of Rs. 95,00,000/(Rupees NinetyFive Lacs). It is explained and
identified to the Owner/Developer that, such
investment requirement is given only for
estimation purpose so as to enable the Owner /
Developer to arrange necessary funds for the
franchised business and shall never be construed
as ultimate investment requirement. Ultimate
final investment to be made by the Owner /
Developer may vary depending upon the variable
factors and can be known only when the Final

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Sr. No.

Terms and Conditions of

MOU.

Description
BOQ is made and business actually commences.
However CSEPL reserves the right to change any
configurations of seating arrangement depending
upon any commercial or legal factors in
consultation with the Owner / Developer.

3.

Token Money

4.

Nature of Agreement

5.

Tenure

The initial tenure of the Franchise Agreement will

be for a period of 15 (Fifteen) years, which will be
not terminated by either party during the said
term. The said Franchise Agreement can be
renewed, for a further period at the option of
parties on mutually agreed terms and conditions.

6.

Usage of the Franchised

Premises

The Franchised Premises shall be used for running

Mini Theatre and other related activities of
Entertainment / Food and Beverages(the Franchised
Business) under the trade name Cine Square
Entertainment or any other name as may be
suggested by CSEPL from time to time.

7.

Licenses,
Permissions,
Approvals to operate the
Mini Theatre

The Owner/Developer at its own cost and expense

shall obtain all necessary licenses, permissions,
approvals
and
NOCs
from
requisite
Municipal/local/state
Authorities
and
other
relevant
statutory
authorities
relating
to
Commercial Operations of the Property as well as
for exhibition of Cinematographic Films from the
Franchised Premises. CSEPL will provide all
necessary assistance to expedite the process.

8.

Fit-outs

9.

Taxes & Outgoings

The Owner/Developer shall get carried out Fit Outs

and interior works in the Franchised Premises at its
sole cost, through CSEPL for the Owner / Developer
shall make payment to CSEPL & CSEPL in turn will
get work done on Owner / Developers behalf from
various Agencies & Vendors.
All the taxes including Property Tax and Common
Area Maintenance (CAM) charges relating to the
said property and the said franchised premises
shall be borne by the Developer / Owner.

10.

Insurance

Initials: (1) _______; (2) _______

As an expression of interest and confirmation of

above, the Owner/Developer hereby on execution
of this MOU pay a sum of Rs. 10 lakhs as a token
money.
Definitive Franchise Agreement shall be executed
between both the Parties on terms and conditions
specified herein below.

All the Property as well as Building related

Insurances including all risks erection policy shall
be obtained by the Owner/Developer only.
However, insurance for the entire franchised
premises and equipments set-up therein shall be

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Sr. No.

Terms and Conditions of

MOU.

Description
obtained by the franchised business.

11.

Utility Charges

From the first date of commercial operation of the

Franchised Business from the franchised premises,
all the actual utility expenses towards Electricity and
Water charges shall be paid from the revenues
generated from the said franchised business.

12.

Signage / Hoarding

The Owner / Developer shall provide road facing

prominent space for signage and hoardings.

13.

Profit and Loss Sharing

Ratios

The Profit and Loss derived from the franchised

business shall be shared between Owner / Developer
& CSEPL in the ratio of 50:50 respectively.

14.

Management of the
Franchised Business.

The Franchised Business shall be controlled &

managed solely by CSEPL.

15.

Intellectual Property
Rights

CSEPL is the absolute owner of their trade mark

Cine Square, Cine Square Cinemas, Mini
Theatre, and other proprietary mark.
The Owner / Developer shall not be entitled to use
the same and restrain itself, its employees, affiliates
from using such proprietary marks of CSEPL in any
manner whatsoever, without obtaining prior
approval of CSEPL in this regard.

16.

Jurisdiction and
Governing Law.

This Franchise Agreement shall be governed by the

laws of India. The appropriate courts at Indore shall
have exclusive jurisdiction to resolve any dispute
arising out of the franchise agreement.

17.

Stamp duty and

registration charges

In case if the Franchise Agreement stands Registered

and Stamped then the Registration and Stamping
Charges shall be borne in Equal Ratios by both the
Parties.

18.

Legal Due Diligence

All the ownership / title related documents with

respect to the Premises shall be provided by
Owner/Developer to CSEPL within 30 (Thirty) days
of signing this MOU.
In the event, if the property is under
development, the Owner / Developer shall ensure
that all the requisite documents for due diligence
submitted to CSEPL before commencement of fit
outs.
In case if the title clearance Certificate is
negative, then CSEPL shall exercise its option to
terminate this MOU immediately and refund the
token money after deducting all legal and
administrative expenses incurred by CSEPL for

Initials: (1) _______; (2) _______

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Sr. No.

Terms and Conditions of

MOU.

Description
conducting legal due diligence.

19.

B.

Force Majeure.

Both the parties hereto shall, under normal

conditions, observe and perform their respective
obligations under this MOU by the respective date/s
mentioned herein, subject to delay due to war, riots
or civil commotion, any act of God or for any
circumstances beyond their control.

The terms and conditions of this MOU are subject to the following:1) The aforesaid terms and conditions of the Franchise Business, shall stand accepted
by and between both the Parties subject to the realization of the Instrument namely
Cheque or Pay Order / Demand Draft amounting to a sum of Rs.10,00,000/(Rupees Ten Lakhs Only) payable by the Owner/Developer (Token Amount) on
signing of this MOU. This amount is towards a token commitment towards the
Franchised Business by the Owner / Developer .CSEPL hereby acknowledge the
receipt of the said token amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) vide
Chq./ P.O. / D.D. bearing no. dated .. drawn on .
2) This MOU shall be enforceable and shall not be terminable and remain valid till the
execution of the Definitive Franchise Agreement or failure of the Parties to execute
the Definitive Franchise Agreement in the event prescribed in the clause (B) (3)
herein below. In the event the Owner / Developer intends to exit the said franchise
arrangement within 60 days after execution of this MOU, then CSEPL will refund
token amount after deduction of all administrative and legal expenses incurred by
CSEPL. In the event of termination of the arrangement by the Owner / Developer
beyond 60 days, for any reason other than prescribed herein below in clause (3),
refund of token amount will be dealt with on case to case basis subject to CSEPLs
policy.
3) This MOU between the parties stands terminated immediately only in the following
event. CSEPL decision in this regard shall be final and binding.
(i). the said property is declared not viable / feasible to run Mini Theatre Business
from the said premises for any commercial or legal reasons;
(ii). in case if the owners property / Premises found to have encumbered or title in
the said property and the said premises found defective and not clear and
marketable in any manner while conducting the due diligence procedure by
CSEPL;
(iii).If the ownership / possession of the Owner / Developer in the said property /
premises is found to be morally turpitude in any manner whatsoever;
4) On termination of this MOU in the event prescribed in the clause (B) (3) above, (i)
both the Parties stands relieved / discharged from all the obligations / terms and
conditions enumerated under this MOU and (ii) the entire Token Amount shall be
refunded to Owner / Developer after deducting all legal and administrative expenses
incurred by CSEPL within a period of 15 (Fifteen) days after termination of MOU.
5) On Execution of Definitive Franchise Agreement, the Token Amount, as supra in
point no. 1, paid by Owner/Developer shall be treated as fees paid to CSEPL and

Initials: (1) _______; (2) _______

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applicable service tax and any other tax shall stand payable by Owner/Developer to
CSEPL at the time of execution of Definitive Franchise Agreement.
6) The Owner / Developer shall not to do or permit to be done anything, which may
detract from the reputation and goodwill attaching to CSEPL or which is or is likely to
be misleading or deceptive, or otherwise cause confusion. In any event, if CSEPL
comes to knowledge such unauthorized use of the proprietary trade mark by the
Owner / Developer, CSEPL reserves its right to initiate appropriate proceedings
against the Owner / Developer and claim damages thereof. On happening of such an
event, CSEPL also reserves its right to forfeit token amount paid by the Owner /
Developer hereunder and terminate MOU immediately.
C.

Miscellaneous.
i.

Indemnity: The owner / developer hereby indemnify and keep indemnified CSEPL
against any claim, loss, damages etc including reasonable attorney fees which may
arise if the aforesaid representations of the owner /developer are false.

ii.

Confidentiality: Any information, which is not publicly available and is provided by

one Party to the other Party based on this MOU, shall not be disclosed by the
receiving Party to any Third Party without the prior written consent of the other Party.
The Parties shall treat this MOU and other Agreements annexed hereto as
confidential. Neither Party, except with prior approval of the other Party in writing,
disclose or make any public or other announcements of the transaction covered by
this MOU.

iii.

During subsistence of this MOU, the owner/ Developer undertakes that the
Owner/Developer shall not in any manner whatsoever sell, assign or transfer the
rights and/or possession in and to the said premises to any third party save and
except CSEPL.

iv.

The rights and obligations undertaken by the Parties in this MOU shall not be
transferred, assigned, delegated, etc. in any manner to any third party, unless a
written consent of the same is obtained by the concerned party from the other
Parties to this MOU.

v.

Authority: On signing of this MOU, the Owner/ Developer assures, represents and
undertakes to CSEPL that he has full authority to sign and execute this MOU and
fulfill its obligations stipulated herein.

vi.

Communication: Any Notice or other communication required to be sent under this

MOU shall be sent or delivered to the receiving party at the address set forth below,
or at such other address as the parties may from time to time designate in writing:
CSEPL address

First Floor, 22/2 Yeshwant Niwas Road,

Near Talwalkar Gym
Indore 452001,
Madhya Pradesh, India

Attn
Tel.
Mob.
E-mail

:
:
:
:

Mr.GirishSachdev
0731- 6064800
98264 88991
info@cinesquare.in

The Owner/ Developer's address

Initials: (1) _______; (2) _______

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Attn
Tel.
Fax
E-mail

: Mr.
:
:

vii.

Counterparts: This MOU is executed in duplicate, each in the like form and both of
which when taken together shall constitute one and the same document.

viii.

Disclaimer: Except as expressly stated herein, both the parties has not made any
warranties or representations express or implied by operation of law or otherwise.
Either party has not relied on any express or implied representation of other party
written or oral, as an inducement for entering into this MOU.

ix.

There are no other Understandings conflicting with this MOU. No addition to or

variation, consensual cancellation or novation of this Understanding will be of any
force or effect unless reduced to writing and signed by all of the parties.

x.

This MOU shall be governed by the laws of India. The appropriate courts at INDORE
shall have exclusive jurisdiction to resolve any dispute arising out of this MOU.

IN WITNESS WHEREOF, the parties hereto have caused this agreement is executed
at Indore as of the date first above written.
SIGNED AND DELIVERED
By the within named CSEPL
Cine Square Entertainment Private Limited
Through its authorized signatory
Mr. Girish Sachdev

)
)

In the presence of: -

SIGNED AND DELIVERED

By the within named "Owner"
____________
Through its authorized signatory
Mr. _____________

)
)
)

In the presence of: -

Initials: (1) _______; (2) _______

)
)
)

)
)

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