Outlet Partnership Agreement.

Section 00Important — read first.

Section 01Parties & recitals.

This Outlet Partnership Agreement ("Agreement") is made and executed on this [DD] day of [Month, Year] at [City], India, between:

Recitals

1. Grilzo operates a network of branded food-cart outlets across India under a Company-Owned, Company-Operated (COCO) framework.
2. The Partner wishes to deploy contribution towards a single Grilzo outlet on the terms set out herein, and Grilzo agrees to receive such contribution as a partnership contribution and not as a deposit, security, or regulated partnership instrument.
3. Both parties acknowledge that this Agreement is a private commercial partnership and is not an offering covered by SEBI, RBI, or other contribution-markets regulation.

Section 02Key commercial terms.

Section 03Contribution contribution.

Clause 1.1 · Partner Contribution

The Partner shall contribute a sum of ₹ 2,50,000 (Rupees Two Lakh Fifty Thousand only) per outlet, payable to Grilzo by NEFT / RTGS / IMPS to the bank account designated in Schedule 1, on or before the Effective Date.

Clause 1.2 · Application of Contribution

The Contribution Contribution shall be applied against cart fabrication, equipment, site deposit, branding, technology, licensing, opening inventory, training, and contingency, per the line-item schedule in the Use of Funds document forming part of this Agreement.

Clause 1.3 · Asset Backing

Approximately 78% of the Contribution Contribution is anchored to physical, identifiable, insurable assets, the schedule of which (Annexure A) shall be provided to the Partner within 30 days of outlet commissioning.

Section 04Income structure.

Clause 2.1 · Election of Payout Option

The Partner shall elect one of the two payout structures below at the time of execution. The election is binding for the full term and may be re-elected at renewal:

• Option A — Fixed Monthly Payout: a sum of ₹ 30,000 shall be credited to the Partner's bank account on or before the 7th of each calendar month, irrespective of outlet revenue.
• Option B — Revenue Share: 20% of the Gross Revenue generated by the Outlet during the calendar month shall be credited to the Partner's bank account on or before the 7th of the following month. "Gross Revenue" includes all reconciled receipts from POS, QR, UPI, the Grilzo Seller App, aggregator platforms, and cash, before any operating cost.

Clause 2.2 · Statutory Deductions

Payouts shall be net of TDS and any statutory deduction applicable under the Income Tax Act, 1961. A Form 16A / TDS certificate shall be issued by Grilzo on a quarterly basis.

Section 05Reporting & transparency.

Clause 3.1 · Monthly Partner Report

By the 5th of each month, Grilzo shall deliver to the Partner a Monthly Outlet Report containing: gross revenue, channel-wise revenue split, payout calculation, outlet operational notes, and bank transfer reference.

Clause 3.2 · Inspection Rights

The Partner shall have the right to physically inspect the Outlet, review reconciled POS / channel reports, and meet the operations team upon 7 days' written notice, no more than once per quarter, during normal operating hours.

Section 06Term & renewal.

Clause 4.1 · Initial Term

This Agreement shall be in force for an initial term of 12 (twelve) months from the Effective Date.

Clause 4.2 · Auto-Renewal

The Agreement shall auto-renew for successive 12-month periods unless either party provides 30 days' written notice prior to expiry. The Partner may re-elect the payout option at each renewal.

Section 07Contribution refund & exit.

Clause 5.1 · Partner Exit at Term-End

At the end of the Initial Term (or any renewal term), the Partner may exit by serving a written notice. 100% of the Contribution Contribution shall be refunded to the Partner within 45 to 60 days of receipt of such notice.

Clause 5.2 · Early Exit (Mid-Term)

The Partner may exit before completion of the Initial Term by serving 60 days' written notice. In such case, an early-exit deduction of ₹ 50,000 to ₹ 75,000 (per Annexure B) shall apply, against unrecovered cart-fabrication and onboarding costs. The balance shall be refunded within 60 days.

Clause 5.3 · Refund Mechanism

All refunds shall be made by NEFT / RTGS to the Partner's registered bank account, with UTR confirmation by email.

Section 08Termination.

Clause 6.1 · By Grilzo

Grilzo may terminate this Agreement on 30 days' written notice in case of: (a) material misrepresentation by the Partner; (b) breach of confidentiality; or (c) failure of the Partner to comply with KYC / statutory requirements. In all cases, contribution refund per Clause 5 shall apply.

Clause 6.2 · By Partner

The Partner may terminate on 30 days' notice in case of: (a) sustained non-payment of Option A obligations beyond 60 days; (b) failure to deliver three consecutive Monthly Partner Reports; or (c) closure of the assigned Outlet without replacement.

Section 09Indemnity & force majeure.

Clause 7 · Indemnity & Limitation

Grilzo shall indemnify the Partner against direct, demonstrable losses arising from gross negligence, wilful misconduct, or fraud by Grilzo or its employees. Indemnity is capped at the Contribution Contribution amount. Indirect, consequential, or speculative losses are excluded.

Clause 8 · Force Majeure

Neither party shall be liable for failure to perform obligations directly arising from events beyond reasonable control, including pandemic, government-ordered lockdown, civil disruption, fire, flood, riot, or natural disaster ("Force Majeure Event"). During such period, Option A obligations shall be temporarily suspended (not extinguished); Option B payouts shall reflect actual revenue. Contribution Contribution shall remain protected and the Term shall be extended by the duration of the Force Majeure Event.

Section 10Dispute resolution & jurisdiction.

Clause 9.1 · Good-Faith Negotiation

Any dispute shall first be attempted to be resolved by good-faith discussion between the parties for a period of 30 days from notice of dispute.

Clause 9.2 · Arbitration

Failing resolution, the dispute shall be referred to arbitration by a sole arbitrator appointed by mutual consent under the Arbitration and Conciliation Act, 1996. Seat: [Delhi / NCT of Delhi]. Language: English. The arbitral award shall be final and binding.

Clause 9.3 · Governing Law & Jurisdiction

This Agreement shall be governed by the laws of India. Subject to Clause 9.2, the courts at [Delhi / NCT of Delhi] shall have exclusive jurisdiction.

Clause 10 · Miscellaneous

• Confidentiality: All commercial information exchanged is confidential.
• Amendment: No modification is valid unless made in writing and signed by both parties.
• Severability: If any clause is held invalid, the remainder shall continue in full force.
• Annexures: Schedule 1 (bank details), Annexure A (asset schedule), Annexure B (early-exit deduction schedule) form part of this Agreement.