BRANCH MANAGEMENT AGREEMENT

This Branch Management Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY],  having registered office at [INSERT THE ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE MANAGER], having registered office at [INSERT THE ADDRESS OF THE MANAGER] (hereinafter referred to as the “Manager” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Manager” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in the business of [INSERT BRIEF DESCRIPTION OF BUSINESS] and desires to engage the Manager for the operation and Management of its branch [INSERT NAME OF BRANCH] located at [INSERT LOCATION OF BRANCH].
2. The Manager has the necessary expertise and experience in branch management and is willing to provide such services to the company.
3. The Company and Manager mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Company” refers to an individual that owns the branch as mentioned in this agreement.
   2. “Manager” refers to an individual providing branch management services as outlined in this agreement.
   3. “Branch” refers to the real estate property located at [INSERT ADDRESS OF BRANCH].
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company) to the other party (Manager) in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. APPOINTMENT AND AUTHORITY
   1. The Company herby appoints Manager to manage the day-to day operations of the Branch.
   2. The Manger shall have the authority to operate and manage the branch in accordance with the rules and regulations established by the Company.
3. DUTIES AND RESPONSIBILITIES
   1. The manager agrees to oversee the day-to-day operations of the branch including but not limited to:

• Hiring and managing staff
• Managing financial and marketing activities
• Ensuring compliance with applicable laws and regulations
• [INSERT ANY OTHER ADDITIONAL RESPONSIBILITY OF MANAGER]
  1. The Manager shall respond to all inquiries and requests from the Company in a timely manner.
  2. The Manager agrees to carry out these duties with due diligence and in the best interest of the Company. The Manager shall exercise reasonable care and skill in performing these responsibilities and shall make decisions based on their professional expertise and experience.

1. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [NUMBER OF DAYS] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
2. COMPENSATION AND PAYMENT
   1. The Company shall pay a maximum total of [INSERT THE AMOUNT THAT SHALL BE PAID TO COMPANY] plus any other taxes imposed by any federal, state, or local government and any other amounts owed under this Agreement to the Manager. All payments under this agreement shall be made in [INSERT THE CURRENCY IN WHICH PAYMENT SHALL BE MADE] via [INSERT MODE OF PAYMENT].
   2. In case of non-payment or any breach in case of payment terms by the manager, The Manager may at its own discretion, suspend or terminate the Branch management services until full payment is received.
3. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
4. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
5. FORCE MAJEURE
   1. No failure or omission by the Company or the Manager in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Manager, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
6. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE] .
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Company and Manager. 
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
7. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
8. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF COMPANY]
9. If to the Manager: [INSERT EMAIL ID OR/AND ADDRESS OF MANAGER]
   1. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
10. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL APPLY] then in force.
11. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
12. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

Date: 

Signed, sealed and delivered on behalf of Manager

Name: [INSERT THE NAME/DESIGNATION WITH THE SIGNING AUTHORITY OF MANAGER]

Signature: 

Date: [INSERT THE DATE ON WHICH MANAGER SIGNED THE AGREEMENT]