[Company Letterhead]

Letter of Intent – Franchise Partner for [enter city] Location

The following is a summary of the standard terms with respect to the proposed franchise with
[name of Franchisee] Ltd. of Derma Advance Clinic., for providing an extensive array of
products, services and procedures as a dermatological clinic including but not limited to Hair
Loss Treatment, Cosmetic Surgeries, Anti-Pigmentation Treatment, Fat Reduction, Facial
Rejuvenation and other forms of skin, botox filler and hair treatments in [enter city] location.

Key Term Details

1. Franchise Investment & Duration

1.1 Franchise Agreement Duration  Agreement Duration will be (_____)

years unless both parties agree to
terminate by providing 60 days
advance notice.

 Firm commitment to conduct the

business in the city for the first (___)
months i.e., lock in period of (___)
years of business

 Renewal post (___) years will be

mutually agreed at the end of (___)
years duration.

1.2 Minimum units’ commitment  Minimum total of (____) units of

pharmaceutical and non-
pharmaceutical products shall be
onboarded for the Franchised
Unit/Clinic at [city] location..

 Based on sale monitoring by the

Franchisor or its designee, the next set
of units shall be ordered.

 At any given point of time if average

 monthly sale of pharmaceutical and
non-pharmaceutical products
combined is more than total of (____)
units per month, than additional units
in the quantity of more than a total of
(____) units combined
pharmaceutical and non-
pharmaceutical products shall be the
minimum order quantity for the next
order.

1.3 Franchise Investment  A Schedule of investment is annexed

as Schedule I.

1.4 Franchise Fees  An initial token amount of (______)/-

(INR ________) will be paid by the
Franchisee to the Franchisor at the
time of sharing of this Letter of Intent
(Hereinafter, “LOI”). This Token
amount shall be nonrefundable
however, adjustable in the Franchise
fees in case the Franchisee proceeds
with the Franchise agreement.
 The Franchisee shall be required to
consent to the terms and conditions of
this LOI and execute / sign the LOI
within 15 days from the date of
sharing with 50% payment of the
Franchise fees.
 It is clarified that the Franchisor
retains the right to grant a franchise to
any other third party irrespective of
the exclusivity of territory mentioned
in this LOI before the execution /
 signing of this LOI. However, in case
this LOI is executed / signed by the
parties after payment of the requisite
amount by the Franchisee to the
Franchisor, the Franchisor shall not
give out another franchise to any
other third party for a location within
the exclusive territory mentioned in
this LOI for 30 days from execution /
signing of this LOI.
 The total Franchise fees shall be:

a. ₹ (_________)/- (INR
________ Only) for the
franchise

to be paid by Franchisee to the

Franchisor as follows.

a) 50 % of the Franchise fee

(inclusive of the initial token
amount) shall be deposited by the
Franchisee to the Franchisor at the
time of execution / signing of this
LOI.
b) Rest of the Franchise fees amount
shall be deposited by the
Franchisee with the Franchisor at
the time of execution / signing of
the Franchise Agreement.
c) The Franchisee shall be required
to operate its store within 90 days
from the date of execution /
signing of the Franchise
Agreement.
  Refund: In case Franchisee decides to
not sign the agreement once this LOI
is signed within 30 days than 50 % of
the deposited franchise fees amount
will be forfeited by the Franchisor.
 In the event of any dispute arising
between the Franchisee and the
Franchisor within 90 days of
execution / signing of the Franchise
agreement, 100 % of the franchise
fees amount shall be forfeited by the
Franchisor.

1.5 Timeline of supply of products  Franchisor shall supply the initial set
of units to the Franchisee after 1
month from the date of signing of the
Franchise Agreement.

1.6 Timeline of Execution / signing of  This LOI shall be executed / signed

LOI and Agreement within 15 days of receipt of this LOI.
 The Agreement shall be executed
within 45 days of execution / signing
of this LOI.

2. Payment

2.1 Payment to Brand  The Franchisee shall not be liable to

pay any royalty fee for the first 3
months from the date of operation.

 The Franchisee shall pay to the

Franchisor a royalty at the rate of:
o ____% of the total net sale,
including the sale of spare
parts and services

from the expiry of 3 months from

 the date of operation.

 The payment of royalty shall be paid

by the Franchisee by the 5 th day of the
subsequent month.

3. Marketing and Branding

3.1 Marketing and Branding  The Franchisee shall undertake

marketing and branding of Derma
Advance Clinic in the territory
through digital and print channels.

 The Franchisee shall mandatorily

display one board carrying Derma
Advance Clinic branding which must
be at least 10 ft. by 6 ft at the entrance
of the store.

 The Franchisee shall mandatorily

display one digital board carrying
Derma Advance Clinic branding
inside the store.
 The Franchisee shall adhere to the
colour codes and theme of the Brand
i.e., Black, Gray, and Orange while
designing the interiors and exteriors
of the store.
 The Franchisee shall use the brand
name of Derma Advance Clinic only
as per authorization of the Brand, and
consent must be obtained in writing
before any such use.
 The Franchisee shall obtain prior
 written approval and consent from the
franchisor before posting any content
relating to the Brand on social media
platforms.
 The Franchisee shall not represent
themselves as the Franchisor or the
owner of the Derma Advance Clinic
brand.
 The franchisee shall always disclose
that Derma Advance Clinic is a brand
owned by the Franchisor in all
communications, including but not
limited to advertising, promotional
materials, and interactions with
customers.
 The Franchisee shall be required to
get the interior designs in 2D / 3D
made for the franchise store by the
Brand at the rate of INR 75/- (Rupees
Seventy-Five Only) per square feet in
order to maintain uniformity across
stores.

4. Training

4.1 Technical Staff  The Brand shall provide training to

the technical staff of the Franchisee at
Lucknow at the cost and expense of
the Franchisee.

 The Franchisor shall reimburse the

Franchisee for salary payments to all
medical professionals occupying the
positions of (_______________) who
shall be on the payroll of the
 Franchisor.

5. Exclusivity

5.1 Exclusive area  The Franchisee shall not manage and

operate and/or use its said brand for
any other establishment within a 5 km
radius of the said Franchised location
under this Agreement.


6. Termination

6.1 Termination  This Agreement may be terminated by

either Party after giving 60 days’ prior
written notice to the other Party after
the expiry of the Lock-in period.

7. Confidentiality
 The Franchisee shall preserve as
confidential, all the information
contained in this Letter of Intent
(“LOI”). In maintaining
confidentiality hereunder, the
Franchisee agrees that it shall not
disclose or make available or divulge
to its Affiliates, any third party,
person, firm or enterprise or
reproduce or transmit, or use (directly
or indirectly) for its own benefit or
the benefit of others or otherwise, any
information contained in this LOI.
The Franchisee further undertakes
only to make available Confidential
Information to such of its employees
as have a need to know for the
 purpose of setting up of the unit.
 The terms and conditions of this LOI
shall be treated as confidential
information and neither shall the
terms of this LOI be disclosed to any
other person by the Franchisee
without prior written consent of the
Franchisor.