This Masala Café Recipe Developer Agreement ("Agreement") contains the terms and conditions that govern your (“Recipe Owner”) participation in the Masala Café Recipe Developer Program ("Program") and providing of your proprietary Recipes for commercialization by Masala Café (“license”) thereunder to Masala Café ("Masala Cafe"). Under this Program, Recipe Owner can earn commission charges (“Fees”) upon sale of the final finished product prepared by Masala Café using the proprietary recipe of the Recipe Owner, subject to eligibility conditions as may be imposed by Masala Café as part of the Program.
By registering to the Recipe Developer Program by filling and submitting the registration form and by checking the box indicating that you agree to the terms and conditions of this Agreement: (a) you agree to be bound by this Agreement; (b) you hereby represent and warrant the terms provided below (representations and warranties of the Recipe Owner) including that that you are lawfully able to enter into contracts and that you will remain in compliance with this Agreement; (c) you hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor), and (d) if this Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Agreement on your behalf hereby represents and warrants that he or she is authorized and lawfully able to bind your company or entity to this Agreement
This Agreement (including the terms and conditions and other policies of website (www.masalacafé.store) is the entire agreement between you and masala café in connection with the Program and automatically terminates and supersedes all prior agreements and discussions, including any online or physical version of this agreement that may have been executed by you prior to agreeing to this Agreement
For the purpose of this Agreement, "Recipe Owner" shall mean an individual or entity that have developed distinctive recipes and owns the intellectual property rights of the proprietary recipe. Further, "you" or "your" are hereinafter referred to as the "Recipe Owner". Further, Masala Café and the Recipe Owner are hereinafter individually referred to as "Party" and collectively referred to as "Parties".
The Recipe Owner further accepts and acknowledges that:
1. This Agreement is in addition to and subject to the terms and conditions and other policies of Masala Café store available at www.masalacafe.store ("MasalaCafe Site"), and by registering to the MasalaCafe Site as Recipe Developer, the Recipe Owner hereby agrees to the proposal of Masala Café to provide License to Masala Café for
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commercialization of the proprietary recipe through the Masala Café Site, in its capacity as an Recipe Owner, in consideration for certain Fees, in accordance with the terms and conditions as set forth hereunder;
2. Masala Café desires to obtain, and Recipe Owner desires to grant to Masala Café, a License to allow the use of certain of the Recipe Owner’s Recipes, by Masala Café solely for commercializing the same by Masala Café through its Masala Café Site and other platforms time to time.
3. Masala Café makes no promises or representations whatsoever as to the amount of business that the Recipe Owner can expect at any time under this Agreement.
4. The Recipe Owner agrees and acknowledges that it will be wholly liable for any act(s) and/or omission(s) of the Recipe Owner, and any loss or damage caused to Masala Café arising from or in relation to the Proprietary Recipes provided by the Recipe Owner under this Agreement. It is hereby agreed that the Recipe Owner shall be responsible for resolving any disputes or intellectual property infringement claims that may arise in relation to the Proprietary Recipes for which it provided License for commercialization by Masala café under this Agreement.
5. License: Subject to the terms and conditions of this Agreement, Recipe Owner hereby grants to Masala Café an unlimited, non-exclusive, irrevocable, perpetual right and license to make, use, sell and offer for sale any masala, food or beverage items developed by Masala Café using the Proprietary recipes of the Recipe Owner in consideration of the Fees to be paid by Masala Café as per Fees clause hereunder.
6. Representations and Warranties of the Recipe Owner: The Recipe Owner represents and warrants that:
a) Ownership. It is the exclusive owner of the recipe; it shall share the product specification of the recipe, to Masala Café which shall contain all the necessary information related to the products their recipes make such as ingredients, analytical specifications, shelf-life information, and microbiological specifications. And it shall share the process specification by providing to Masala Café a detailed account of the methodology used to make the final product as stated which includes the details of how different ingredients are used step by step from the beginning to the end, for making the final finished product for commercial use.
b) it is duly organized, validly existing and in good standing with the laws of India;
c) it has submitted true and accurate information for the due diligence conducted by Masala Café in relation to the Recipe Owner's participation under the Program;
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d) it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, laws, rule, regulation, proceedings or order which is violated by) the execution and delivery of this Agreement and performance of its obligations under this Agreement;
e) it agrees and acknowledges that all proprietary and intellectual rights in relation to the Masala Café Site shall rest with Masala Cafe at all times, and that the Recipe Owner shall not have any right to use the intellectual rights of Masala Café for any other purpose other than providing License for commercialization of its proprietary recipes in accordance to this Agreement.
f) it agrees and acknowledges that it will comply with any additional requests and obligations requested by Masala Café in relation to the further development of the Program;
g) it will provide the Services and perform all its other obligations arising under or in connection with this Agreement having regard to the standing and reputation of Masala Café brand and, in particular, will not do anything (by act or omission) falsely by making use of Masala café name or that would, or would be reasonably likely, harm the standing and reputation of Masala Café in any way;
7. Obligations of Masala Café: Masala Café shall perform the following obligations for the purpose of this Agreement: Pay the mutually agreed Fees to the Recipe Owner in the manner provided in Fees clause and Review the performance of the Recipe Owner, at its sole discretion, and provide feedback as may be necessary.
8. No Ownership. Masala Café acknowledges and agrees that (a) Masala Café is only granted a license to use the Proprietary Recipes on the terms and conditions of this Agreement and (b) Masala Café will not acquire any ownership in the Proprietary Recipes by virtue of this Agreement. Recipe Owner acknowledges and agrees that Recipe Owner will not acquire any rights in any modification, improvement or other derivative work to the Proprietary Recipes created by Masala Café.
9. Fees: In consideration of the License granted by the Recipe Owner in accordance with this Agreement and the terms hereunder, Masala Café agrees to pay commission charges to the Recipe Owner for such time period and in accordance with the manner as communicated by Masala Café ("Fees"). Masala Cafe shall not be charged for any fees other than the Fees provided by Masala Café in writing, unless approved in writing by Masala Café in advance. The fee structure for the Recipe Owner will be intimated to the Recipe Owner by Masala Café in writing, from time to time, via email. Masala Café will pay fees to the Recipe Owner on a monthly basis for the value sales in a given month,
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subject to any applicable withholding or deduction. Masala Café will pay the Recipe Owner by approximately sixty (60) days following the end of each calendar month by NEFT / electronic bank transfer. Masala Café will make an NEFT / electronic bank transfer in the amount of the fees earned by the Recipe Owner, but Masala Café may accrue and withhold fees until the total amount due to the Recipe Owner is at least INR 1000 in the case of payment by cheque or bank transfer.
10. Taxes: The Fees payable under this Agreement will be inclusive of applicable national, state or local sales or use taxes or Value Added Tax, service tax, goods and Services tax ("GST"), cesses (collectively, "Taxes") that the Recipe Owner is legally obligated to charge under the applicable Laws. The Recipe Owner may charge and Masala Café will pay applicable Taxes provided that such Taxes are stated on the original invoice that the Recipe Owner provides to Masala Cafe and the Recipe Owner's invoices state such Taxes separately and meet the requirements of a valid tax invoice under the applicable Laws and regulations and are issued within the prescribed time limit. Recipe Owner undertakes to comply with any of the applicable provisions of such law including but not limited to: timely issuance of compliant invoices; (b) making the invoices available to Masala Cafe; (c) depositing applicable taxes on a periodic basis; and (d) correctly reporting them to the government, as required under tax laws. Under no circumstances the Recipe Owner will separately recover Taxes from Masala Cafe after issuance of invoice for the corresponding period. If at any time credit of Taxes is denied or payment of Taxes is sought from Masala Cafe due to, but not limited to, issuance of a deficient invoice, or default in payment of taxes, inappropriate reporting in the returns filed or any other non-compliance of Laws by the Recipe Owner, the Recipe Owner shall indemnify Masala Cafe against any denied credits or Taxes recovered as well as any interest and penalties imposed on Masala Cafe. The Recipe Owner agrees that in the event the GST regime requires the Recipe Owner to register in accordance with the applicable statute, the Recipe Owner shall promptly complete such registration and shall at all times remain compliant with and responsible in respect of such statute. The Recipe Owner agrees to promptly share the registration number or other unique ID/number with Masala Cafe to enable Masala Cafe to undertake relevant compliances. Masala Cafe shall maintain the right to deduct or withhold any taxes, levies or any similar amounts that Masala Cafe may be legally obligated to deduct or withhold from any amounts payable to the Recipe Owner under this Agreement, and payment to the Recipe Owner as reduced by such deductions or withholdings will constitute full payment and settlement to the Recipe Owner of such amounts. The Recipe Owner agrees to provide necessary documentation including Permanent Account Number or suitable declarations as may be required, for Masala Cafe to satisfy any information reporting or withholding obligations with respect to any payments under this Agreement. Recipe Owner confirms that it would duly pay any applicable taxes, levies
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or similar amounts on its income, as applicable under this Agreement on all amounts on which taxes, levies or similar amounts are not or inadequately withheld and report and file a return of income under the applicable laws and provide the necessary certifications in this respect
11. Indemnification And Release: The Recipe Owner covenants and agrees with the Masala Cafe that the Recipe Owner shall assume sole and entire responsibility for and indemnify and save harmless the Masala Cafe and its officers, directors, employees, Franchise Developers, Franchisees, Agents and Affiliates against, any claim, loss, damage, settlement, cost, taxes, expense or other liability including, without limitation, attorneys fees (each, a Claim) arising out of the Recipe Owner’s Proprietary recipes under this greement or as a result of the Recipe Owner’s infringement of intellectual property rights including trade secrets of any third parties.
12. Limitation Of Liability: Masala Cafe shall not be liable (whether in contract, warranty, tort, deficit (including negligence, product liability, any type of civil responsibility or other theory) or otherwise for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if Masala Cafe has been advised of the possibility of such costs or damages.
13. Confidentiality: The Parties agree that any information (including any written, tangible and/or intangible information, including but not limited to the customer information shared by Masala Cafe, if any) or proprietary recipe information exchanged between or disclosed by either Party to the other Party from time to time in relation to the License granted for commercialization of proprietary recipes or otherwise, shall be the confidential information of the said Party and neither Party shall disclose the same to the public / any third party without obtaining the prior written approval of the disclosing Party. Neither Party can bind the other Party or make any commitment on behalf of the other Party except as mutually agreed to in writing. The Recipe Owner agrees and acknowledges that it will not attempt to view or access or retain the information of any Recipe, in relation to the License granted for commercialization of proprietary recipes by the Recipe Owner under this Agreement, and any such information or trade secrets shall be confidential and proprietary to such individual, customer or third party, as the case may be, at all times.
14. P Right’s Ownership: The Recipe Owner acknowledges and recognises the exclusive right of Masala Cafe to the Intellectual Property rights including without limitation Trademarks as well as the insignia, logo-grams, designs and other Intellectual Property Rights associated with Masala Cafe. Masala Café acknowledges and recognises the exclusive right of Recipe Owner to the Intellectual Property rights including without limitation Trade secrets or proprietary recipe information and other Intellectual
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Property Rights associated with the Recipe Owner. Masala Café will observe the following requirements in the use of the proprietary recipe or trade secrets: Use them in a proper sense from time to time; Masala Café shall forthwith notify the Recipe Owner of any infringements of such Intellectual Property Rights of which the Masala Cafe becomes aware provided however that the prosecution of any claim with respect to any Intellectual Property Rights shall be the sole responsibility and undertaken at the absolute discretion of the Recipe Owner.
15. This Agreement sets forth the entire Agreement and understanding between the parties as to the subject-matter of this Agreement and merges all prior discussions between them and neither of the parties shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement other than as expressly provided in this Agreement as duly set forth or subsequent to the date in writing and signed by a proper and duly authorized representative of the party to be bound thereby.
16. Force Majeure: The Masala Cafe shall not be liable to the Recipe Owner for any loss by the Recipe Owner caused by the failure of the Masala Cafe to observe the terms and conditions of this Agreement and on his part to be observed and performed where such failure is occasioned by any cause beyond the Masala Cafe’s reasonable control including the failure of the Masala Cafe to supply any products to be supplied by the Masala Cafe to the Customers or Franchisee whether on account of inter alia war, insurrection, fire, flood, earthquake, strikes, lock-outs, government restrictions, lock downs, epidemics, pandemics, the unavailability of raw materials or similar cause.
17. Waiver: Any waiver by the Masala Cafe of a breach of this Agreement or any other subsequent Agreement to which it may be a party in consequence of this Agreement shall not be deemed to be a waiver of any subsequent breach.
18. Severability: If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
19. Jurisdiction: This Agreement shall be governed by Indian law in every particular including formation and interpretation and shall be deemed to have been made in India. Any proceedings arising out of or in connection with this Agreement shall be brought only before the court of competent jurisdictions in Kolkata, West Bengal exclusively.
20. Notices: Any notice, request or other communication required to be given under this Agreement shall be served personally or mailed to the other party by registered post,
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addressed to the parties at their respective addresses as stated herein below, or at any other address that each party shall provide to the other in writing. Any notice served personally shall be considered given at the time of service. Any notice given by registered post shall be deemed to have been received within seven days after the date of posting as shown on the post office receipt.
Name: Sangram Halder www.masalacafe.store Address: No. 441, Purba Para, Mahamayatala, Garia, Ward No. 31, Kolkata - 700084, West Bengal, India. E-mail ID: info@mymasalacafe.com