Franchise policy || U-DRIVE

Franchise policy

THIS AGREEMENT

This Franchise & Platform Operations Agreement (“Agreement”) is executed on this ___ day of ______, 2026 at ___________________.

BETWEEN

S K INTERNATIONAL, operating the digital platform known as “U DRIVE”, having its registered office at ____________________________ (hereinafter referred to as the “Franchisor” or “Platform Provider”, which expression shall include its successors and permitted assigns);

AND

Mr./Ms. ____________________________________, residing at ____________________________________________ (hereinafter referred to as the “Franchisee”, which expression shall include legal heirs, successors, representatives and permitted assigns).

The Franchisor and Franchisee are collectively referred to as the “Parties”.

1. NATURE OF PLATFORM

1.1 U -DRIVE is a technology-enabled digital platform facilitating connectivity between independent users and independent Driver Partners / Vehicle Owners.

1.2 U -DRIVE does not own, lease, rent, operate, or directly provide transportation services.

1.3 U -DRIVE operates as a technology service provider offering:

Digital onboarding,

App-based connectivity,

Customer interface,

Platform access,

Digital support systems,

1.4 All transportation services, where applicable, are independently provided by Driver Partners / Vehicle Owners subject to applicable law.

2. DEFINITIONS

2.1 “Platform” means U -DRIVE mobile application, backend systems, website, digital software infrastructure and operational systems.

2.2 “Driver Partner” means any independent individual registered on the Platform for providing mobility-related services.

2.3 “Vehicle Owner” means any independent owner of a vehicle onboarded on the Platform.

2.4 “Territory” means the geographical area assigned to the Franchisee.

2.5 “Platform Fee” means subscription fee, login fee, access fee, technology usage fee, onboarding fee, or any allied technology service charge.

3. APPOINTMENT OF FRANCHISEE

3.1 The Franchisor hereby appoints the Franchisee as a non-exclusive franchise operator for the assigned Territory.

3.2 The Franchisee shall promote platform usage and onboard independent Driver Partners and Vehicle Owners.

3.3 The Franchisee shall not represent itself as owner or operator of U -DRIVE .

3.4 No sub-franchise rights shall be granted without prior written approval of the Franchisor.

4. TERM

4.1 This Agreement shall remain valid for one (1) year from execution.

4.2 Renewal shall depend upon compliance, operational conduct and performance.

5. FRANCHISE LICENSE FEE

5.1 The Franchisee shall pay a one-time franchise license fee of ₹50,000/- (Rupees Fifty Thousand only).

5.2 Applicable GST and taxes shall be payable extra as per prevailing law.

5.3 The Franchisee acknowledges that:

(a) the fee is non-refundable; (b) the fee is intended to be recoverable through platform-related earnings; (c) recovery depends upon operational activity and market conditions; (d) no guarantee of earnings, business volume or profitability is provided.

6. BUSINESS MODEL

6.1 Revenue generated through the Platform may include:

subscription fees,

platform access fees,

technology service charges,

onboarding charges,

and other lawful digital platform charges.

6.2 Driver Partners and Vehicle Owners independently accept or reject ride/service requests.

6.3 U -DRIVE does not guarantee:

Ride availability,

Customer demand,

Profits,

Recovery,

or minimum income.

7. REVENUE SHARING

7.1 Until recovery of the franchise license fee amount:

(a) 100% of eligible platform fee revenue generated within the assigned Territory shall be transferred to the Franchisee Til the fees is adjustable or recovered as mentioned at 5.1

(b) the Franchisor’s share shall remain deferred during the recovery phase.

7.2 Upon recovery of the franchise fee amount:

(a) Revenue sharing shall automatically shift to:

90% Franchisee

10% Franchisor

(b) No additional approval shall be required.

7.3 Platform fee structures may vary from ₹8/- to ₹24/- or such amount as determined by the Platform depending upon operational volume and business activity.

7.4 The Franchisor reserves the right to revise fee structures with prior notice.

8. REGISTRATION OF DRIVER PARTNERS & VEHICLE OWNERS

8.1 The Franchisee may onboard Driver Partners and Vehicle Owners subject to verification and compliance.

8.2 During the initial operational phase, onboarding shall primarily be restricted to:

commercially registered taxis,

and auto-rickshaws possessing valid permits, subject to applicable transport laws and regulatory permissions.

8.3 Mandatory onboarding documents may include:

Aadhaar Card

PAN Card

Driving Licence

Vehicle Registration Certificate (RC)

Insurance

Pollution Certificate

Permit where applicable

Passport size photograph

Bank details

Mobile number

8.4 Commercial taxis and permitted autos shall remain independently owned and operated by respective Vehicle Owners / Driver Partners.

8.5 The Driver Partner / Vehicle Owner shall be solely responsible for:

Permits,

Insurance,

Registrations,

Taxes,

Fitness,

Challans,

Passenger safety obligations,

and Compliance with applicable transport laws.

8.6 U -DRIVE and the Franchisee shall not be liable for illegal operation, permit violations, transport violations, or unauthorized activities by any Driver Partner or Vehicle Owner.

8.7 Any future onboarding of additional vehicle categories, including two-wheelers or other mobility services, shall remain subject to:

Applicable government policies,

Transport regulations,

and Oprational approvals wherever required.

8.8 The Franchisor reserves the right to refuse, suspend or deactivate onboarding of any vehicle or Driver Partner in case of:

Document deficiency,

Legal concerns,

Customer complaints,

Safety concerns,

Criminal complaints,

Fake documentation,

or Regulatory issues.

8.9 The Franchisee shall ensure that no vehicle is onboarded without basic verification of ownership and identity documents.

8.10 U -DRIVE reserves the right to modify onboarding norms, verification requirements, safety protocols and operational standards in accordance with changing government regulations or business requirements.

9. PLATFORM COMPLIANCE & REGULATORY COOPERATION

9.1 U -DRIVE intends to function in a compliance-oriented manner and shall cooperate with lawful directions issued by competent authorities.

9.2 The Franchisee shall maintain:

KYC records,

Onboarding records,

Digital transaction logs,

and Operational records wherever applicable.

9.U -DRIVE operates as a technology-enabled digital platform and does not claim ownership of transport permits issued to independent vehicle operators.

9.4 Vehicle Permits, Registrations and Operational Transport Authorizations shall remain the responsibility of the concerned Vehicle Owner / Driver Partner.

9.5 The Franchisee shall cooperate with lawful information requests issued by competent government authorities in accordance with applicable law.

9.6 Nothing contained in this Agreement shall be construed as transfer of ownership, transfer of permit rights, or transfer of statutory transport liabilities to the Franchisor.

10. FRANCHISOR OBLIGATIONS

The Franchisor shall:

Provide app access,

Provide backend support,

Provide technical support,

Provide branding assistance,

Mintain digital systems,

Mintain operational coordination.

11. FRANCHISEE OBLIGATIONS

The Franchisee shall:

Conduct KYC verification,

Maintain records,

Ensure lawful onboarding,

Promote platform operations,

Maintain service quality,

Cooperate in legal compliance.

12. INDEPENDENT RELATIONSHIP

11.1 The Franchisee, Driver Partners and Vehicle Owners are independent entities.

11.2 Nothing contained herein shall create:

Employment,

Prtnership,

Agency,

Joint venture,

Employer-Employee relationship.

11.3 No labour benefits including PF, ESI, gratuity, pension, insurance or salary obligations shall arise against the Franchisor.

13. PLATFORM DISCLAIMER

12.1 U -DRIVE functions solely as a digital technology platform.

12.2 U -DRIVE does not operate transportation services directly.

12.3 Transportation-related services, where applicable, are independently undertaken by Driver Partners / Vehicle Owners.

12.4 All users and partners shall comply with applicable transport laws.

14. INTELLECTUAL PROPERTY

13.1 All rights related to:

U -DRIVE

software,

logo,

Trademarks,

Branding,

Digital Systems, Remain Exclusively with the Franchisor.

13.2 Unauthorized use may result in immediate termination and legal action.

15. DATA PRIVACY & CONFIDENTIALITY

14.1 The Franchisee shall maintain confidentiality of:

Customer data,

Operational data,

Digital systems,

Pricing structures,

Platform information.

14.2 No unauthorized disclosure or misuse shall be permitted.

16. SUSPENSION & DEACTIVATION RIGHTS

The Franchisor reserves the right to suspend or deactivate any:

Franchisee,

Driver Partner,

Vehicle Owner,

or account,

in case of:

fraud,

customer complaints,

legal violations,

unsafe operations,

misconduct,

fake bookings,

breach of policies.

17. INDEMNITY

The Franchisee agrees to indemnify and hold harmless the Franchisor against:

legal claims,

third-party liabilities,

driver misconduct,

accidents,

regulatory actions,

operational losses.

18. LIMITATION OF LIABILITY

The Franchisor shall not be liable for:

operational losses,

ride disputes,

customer disputes,

accidents,

earnings loss,

vehicle damage,

driver conduct,

transport violations.

19. TERMINATION

18.1 Either Party may terminate this Agreement by giving 30 days written notice.

18.2 Immediate termination may occur in case of:

fraud,

illegal activities,

breach of agreement,

misconduct,

regulatory violations.

18.3 Franchise fees shall remain non-refundable.

20. EFFECT OF TERMINATION

Upon termination:

brand usage shall cease,

platform access may be withdrawn,

pending dues shall be settled,

confidential information shall remain protected.

21. FORCE MAJEURE

Neither Party shall be liable for events beyond reasonable control including:

natural disasters,

government restrictions,

internet failure,

strikes,

pandemics,

riots,

technical outages.

22. DISPUTE RESOLUTION

21.1 Parties shall first attempt amicable settlement.

21.2 Failing settlement, disputes shall be referred to arbitration under the Arbitration & Conciliation Act, 1996.

21.3 Seat and venue of arbitration shall be Mohali, Punjab.

23. GOVERNING LAW

This Agreement shall be governed by the laws of India.

Subject to arbitration provisions, courts at Mohali/Punjab shall have jurisdiction.

24. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between the Parties.

Any modification shall be valid only if made in writing.

25. SIGNATURES

FRANCHISOR

Name: __________________________

Designation: ____________________

Signature: ______________________

Date: __________________________

FRANCHISEE

Name: __________________________

Signature: ______________________

Date: __________________________

WITNESSES

Name: ______________________ Signature: _____________________