1. The Defendant (Counterclaim Plaintiff) paid KRW 65,056,197 to the Plaintiff (Counterclaim Defendant) and its amount from October 30, 2014 to August 11, 2017.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. On November 21, 2013, the Plaintiff entered into a franchise agreement (hereinafter “instant contract”) with the Defendant as a corporation with the purpose of restaurant business, food service business, food manufacturing and distribution sales business, franchise business, etc. on the “D store” located in Jung-gu Seoul Metropolitan Government (hereinafter “D store”). The Defendant signed both the instant contract and the agency agreement attached to the said contract (hereinafter “instant agency agreement”) on the front side of each page of the instant contract and the agency agreement attached to the said contract, and received the information disclosure statement from the Plaintiff on the same day.

Of the instant contracts, the content pertaining to the instant case is as follows.

Article 9 (Term of Contract) The term of contract of the plaintiff and the defendant shall be two years from the date of conclusion of contract.

Article 10 (Location) (1) The defendant may investigate and select the location of a "A" franchise store on his/her own judgment and responsibility, and the plaintiff may give advice thereon.

(2) The sales and profits of a chain store to be operated by the defendant under a contract shall be confirmed to be changed by changes in the management ability or the business environment of the defendant.

Article 12 (franchise Fees) (1) The defendant shall deposit the franchise fees with the depository institution designated by the plaintiff on the date of concluding the contract in return for the payment of the franchise license granted through this contract. The franchise fees shall not be refunded after the contract is concluded in money of

Provided, That where a franchise fee is returned pursuant to the Franchise Business Act, it shall apply.

(3) In order to operate the plaintiff's franchise business through a franchise agreement, the defendant shall undergo education prior to the opening point, and the expenses therefor shall be the educational expenses, and shall be deposited with the depository designated by the plaintiff on the date of conclusion

No education expenses shall be refunded when the education begins.

(4) The defendant shall make initial publicity expenses on the execution date of contract.