Contract - Us Pizza

GENERAL CONTRACT FOR SERVICES This Contract for Services (this "Contract") is made effective as of December 1st, 2009 by and between UNITED RESTAURANTS LTD., a Company incorporated under the Companies Act 1956 having its Registered Office at No. 2, 80 Feet Road, 1st Stage 2nd Block, HBR Layout, Kacharakanahalli, Bangalore 560 043, represented by its authorised Signatory Mr. Sunil Kumar, hereinafter referred to as “URL”, (which expression, unless it be repugnant to the context or meaning thereof shall be deemed to mean and include its successors and assigns) of the One Part; And H S BRANDS INTERNATIONAL, having its registered office at Unit No 17&18, First Floor, Jalaram Industrial Estate, Arakere Gate, Bannerghatta Road, Bangalore -560076. Hereinafter referred to as “HS Brands” (which expression, unless it be repugnant to the context or meaning thereof shall be deemed to mean and include its successors and assigns) of the Other Part: (URL and HS Brands are individually referred to as a "Party" and collectively as "Parties") 1. DESCRIPTION OF SERVICES. Beginning on December 1st, 2009, HS Brands will provide to United Restaurants Ltd. the following services (collectively, the "Services"): a) Mystery Shops: One HS Brands personnel hereinafter “Mystery Shopper” will be sent to such United Restaurants locations as specified by URL.

b) URL must request a minimum of 50 mystery shops per month @ per audit is Rs 750 /- inclusive of food purchase, travel and applicable taxes. c) Mystery Shoppers are required to make a food purchase. d) After each visit, the Mystery Shopper will complete a mystery shopping questionnaire as designed and approved by URL. e)

A client will have login access to the software and monthly analysis of mystery shopping results throughout the contract tenure.

f)

If need be HS Brands agrees to send respective personal who had conducted the mastery audit to appear on URL summoning him for the discussions on the mystery audit, to provide clarifications on the same.

g) The HS Brands agrees to submit the Mystery Audit report of the respective outlet as and when it completes the Mystery Audits. And Further agrees to submit consolidated reports of all the outlets in a respective months to URL on

or before 10th of following month of Audit.

2. PAYMENTS. The payment will be made within 30 days of the invoice date 3.

TERM.

This Contract will remain in effect from December 1st, 2009 through

November 31st, 2010. The contract will be renewed for an additional year at the price structure agreed upon by both the parties only on review of HS Brands deliverables and by signing fresh contract. 4. CONFIDENTIALITY. HS Brands, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of HS Brands, or divulge, disclose, or communicate in any manner, any information that is proprietary to United Restaurants such as the United Restaurants specific Mystery Shopping Report form, results from any Mystery Shop done for United

Restaurants or scores achieved on any report, or any other United Restaurants information that HS Brands has access to that United Restaurants identifies to be proprietary. HS Brands and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. 5. WARRANTY & INDEMNITY. HS Brands shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in HS Brands’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to HS Brands on similar projects. It is hereby clarified that URL shall indemnify HS Brands for any loss, damage, action, including reasonable attorneys fees including but not limited any claims by way of any third parties arising due to URL use of the shopping questionnaire duly submitted by HS Brands in accordance with the terms of this agreement or due to any act or omission of URL or its employees, agents, representatives and officers. 6. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice of 30 days to the defaulting party.

This notice shall describe with

sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the receipt of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. If HS Brands fails to do this the following month it will be grounds for termination of this agreement by URL after a prior written notice of 30 days. Either party may also terminate this contract for no reason at any time by way of a written notice of 30 days to the other. URL may buy out of the remaining mystery shops on the contract for Rs.750 each.

7. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties. 8. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.

If a court finds that any provision of this Contract is invalid or

unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 9. AMENDMENT. This Contract may be modified or amended in writing, if the party obligated under the amendment signs the writing. 10. GOVERNING LAW. This Contract shall be construed in accordance with the laws of India, under the Arbitration and Conciliation Act 1996. The jurisdiction for these provisions shall be the Jurisdiction of City Civil Court, Bangalore only 12. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by registered post (acknowledgement due), to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. 13. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

Service Recipient: United Restaurants Ltd. By: ________________________________________

Service Provider: H S Brands International. By: ________________________________________ Sanjeev Shenoy