DISTRIBUTION AGREEMENT

BETWEEN
NOVA SURFACE CARE PVT LTD
AND
XXXXXXXXXX
 TABLE OF CONTENTS

ARTICLE 1.....................................................................................................................4
DEFINITIONS AND INTERPRETATION.........................................................................4
ARTICLE 2.....................................................................................................................4
GRANT OF RIGHTS........................................................................................................4
ARTICLE 3.....................................................................................................................5
PRODUCT REGISTRATION............................................................................................5
ARTICLE 4.....................................................................................................................5
TRADEMARK, TRADE NAMES & INTELLECTUAL PROPERTY.........................................5
ARTICLE 5.....................................................................................................................6
CONDITIONS OF SALE..................................................................................................6
ARTICLE 6.....................................................................................................................7
COMMERCIALIZATION OF PRODUCTS BY DISTRIBUTOR............................................7
ARTICLE 7.....................................................................................................................7
MARKETING SUPPORT..................................................................................................7
ARTICLE 8.....................................................................................................................7
ORDERS, ROLLING FORECAST......................................................................................7
ARTICLE 9.....................................................................................................................8
PACKING, SHIPMENT, INSPECTIONS, RETURNS.........................................................8
ARTICLE 10...................................................................................................................8
PRICE, MINIMUM QUANTITIES....................................................................................8
ARTICLE 11...................................................................................................................9
COVENANTS..................................................................................................................9
ARTICLE 12.................................................................................................................11
LIMITATION OF LIABILITY........................................................................................11
ARTICLE 13.................................................................................................................11
INDEMNIFICATION....................................................................................................11
ARTICLE 14.................................................................................................................12
COMPLAINT PROCEDURES.........................................................................................12
ARTICLE 15.................................................................................................................13
RECALLS......................................................................................................................13
ARTICLE 16.................................................................................................................13
TERM AND TERMINATION..........................................................................................13
ARTICLE 17.................................................................................................................14
RIGHTS UPON TERMINATION OF THE AGREEMENT..................................................14
ARTICLE 18.................................................................................................................15
FORCE MAJEURE.........................................................................................................15
ARTICLE 19.................................................................................................................16
CONFIDENTIALITY.....................................................................................................16
ARTICLE 20.................................................................................................................17
MISCELLANEOUS................................................................................................................17
DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT, dated this 2 day of January, 2011

BETWEEN:

I. NOVA SURFACE CARE PVT LTD,(NSCC) an existing company under the Companies
Act, 1956 and incorporated under the Indian Companies Act, 1913 and having its
registered office at Unit No: D 107 To D 112, Kailash Industries Complex, Hiranandani
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 Link Road, Vikhroli (w), Mumbai – 400079, India (which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns), of the First Part;

AND

II. XXXXXXXXXX, a company duly registered under the Companies Act, 1956 having its
principal office at ------------------------------------------------------------------------------
(which expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and permitted assigns), of the Second
Part.

NSCC and XXXXXXXXXX, are individually referred to as “Party” and collectively referred to
as the “Parties”.

WHEREAS:
A. NSCC is inter-alia engaged in the business of production and marketing of surface care
coats products.

B. The Distributor is a firm, engaged in the distribution and sales of surface care coats in
the Territory as mentioned in Annexure C and has requisite capabilities and
infrastructure for storing, distributing and selling the Surface care coats products in the
Territory.

C. NSCC desires to grant the Distributor distribution rights for the Products (defined
hereinafter) in the Territory on the term and conditions as set out in this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL

COVENANTS CONTAINED HEREIN, AND THE OTHER GOOD AND VALUABLE
CONSIDERATION MENTIONED HEREIN, THE SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
In addition to terms defined elsewhere in this Agreement, the terms set forth below have the
meanings indicated for the purposes of this Agreement.

1.1.1 “Agreement” means this distributorship agreement entered into between NSCC and
the Distributor.
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1.1.2 “Effective Date” shall mean the date of execution of this Agreement by the Parties
hereof.

1.1.3 “Financial Year” shall mean a period of 12 months commencing from April and
ending in March of the consecutive year.

1.1.4 “Price” shall mean the price per single Product invoiced by NSCC to the Distributor for
the delivery of the Product.

1.1.5 “Products” shall mean the products as specified in Annexure A hereto.

1.1.6 “Product Registration” shall mean the authorizations, approvals and product
registrations, as the case may be, granted by the relevant authorities that allow the
imports, marketing and commercializing of the Product in the respective Territory.

1.1.7 “Sales Price” shall mean the price for the Products when sold by the Distributor to
the customers in the Territory. These prices shall be subject to review periodically from
time to time by the Parties to the Agreement. The Parties shall give reasonable
justification for change in the prices.

1.1.8 “Territory” shall mean the territory of as specified in Annexure C.

ARTICLE 2
GRANT OF RIGHTS
NSCC hereby grants to Distributor distribution rights to register, promote, sell and distribute the
Products within the Territory for a period of 5 years, along with the right to use the Product
Registration, as the case may be, and Distributor hereby accepts such right, subject to the
terms and conditions set forth hereinafter.

ARTICLE 3
PRODUCT REGISTRATION
3.1 Product Registration for Products in Territory, in case applicable, will be in the name of
NSCC and shall throughout the duration of this Agreement remain the property of NSCC.
NSCC shall name Distributor under the Product Registration as distributor for the
Products in the Territory. Distributor shall be granted access to the registration file of the
Product Registration to an extent as required for final product release by Distributor
according to the laws and regulations prevailing in the Territory. Provided, however,
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 that if local law requires any Product Registration to be held in the Distributor's name,
whether alone or in conjunction with NSCC or one of NSCC’s associates, the
Distributor, to the extent it holds such Product Registration, shall obtain and hold such
Product Registration in its name in trust for NSCC.

ARTICLE 4
TRADEMARK, TRADE NAMES & INTELLECTUAL PROPERTY

4.1 Distributor undertakes to promote, distribute and sell the Products in Territory under the
relevant Trademarks as set forth in Annexure A. The Trademarks shall be the exclusive
property of NSCC. In no event shall Distributor remove, alter, modify or destroy any
proprietary, Trademarks, and patent or copyright markings placed upon or contained
within Products or any related materials or documentation as set forth on Products or
packaging thereof without NSCC’s prior written approval, or otherwise take any action
which may impair NSCC’s rights in or to the Trademarks or otherwise adversely affect
NSCC’s rights or goodwill therein.

4.2 NSCC shall be responsible for the registration costs and maintenance fees of Trademarks
as well as opposition to any infringement to Trademarks by third parties at the patent
office in the Territory or the relevant courts.

4.3 Nothing contained in this Agreement or emanating there from shall be construed as
giving Distributor the right to use Trademarks or portions thereof or any word similar to
the Trademark or the trade name or any similar name of NSCC as a trademark or trade
name or otherwise other than in accordance with this Agreement. Distributor shall not at
any time adopt any word or symbol which is similar to the name of NSCC on any
pharmaceutical or chemical or health care product or in any other manner whatsoever.

4.4 Infringement of intellectual property – Distributor will notify NSCC promptly if it

becomes aware of (a) any actual, potential, threatened or alleged infringement of a
trademark, trade name, service mark, brand name, patent, trade secret or similar right
of any third party in the Territory (collectively, “Third Party Intellectual Property”)
by NSCC or Distributor arising from activities under this Agreement in connection with
Products, or (b) the actual, potential, threatened or alleged infringement of NSCC
intellectual property.

ARTICLE 5
CONDITIONS OF SALE
5.1 Distributor shall have the authority to solicit orders for the Product in the Territory in

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 accordance with the terms of this Agreement and shall distribute, market, and sell Product
accordingly in the Territory.

5.2 Distributor shall not solicit orders from outside the Territory. Distributor agrees to forward
promptly to NSCC all inquiries from customers outside the Territory. Distributor shall not
seek customers, establish any branch, or maintain any distribution depot for the Product
outside the Territory, unless otherwise agreed upon in writing between the Parties.

5.3 The Distributor agrees and undertakes to purchase its total requirements for the Products
exclusively from NSCC, for the purpose of sale and distribution of the Products in the
Territory.

5.4 Distributor shall buy and sell the Product in its own name and for its own account and act
in all respects as an independent contractor. The business conducted by the Distributor
pursuant to this Agreement with third parties shall be wholly at its own risk and account as
an independent contractor.

5.5 The Distributor shall not directly or indirectly, through subsidiaries or other related
companies, manufacture, market, distribute or sell in Territory any products same or
similar or which are otherwise in competition to the Products.

5.6 Distributor shall inform NSCC about any applicable law with regard to the manufacturing,
labeling, storage, transportation, marketing, sale, advertising, monitoring etc. of the
Product in the Territory. The Distributor shall keep NSCC informed about any changes of
such applicable law in the Territory.

5.7 Non-performance of either Party shall be excused if and to the extent an event of Force
Majeure has occurred.

ARTICLE 6
COMMERCIALIZATION OF PRODUCTS BY DISTRIBUTOR
6.1 The Distributor shall use its best endeavors to commercialize and market the Product in
the Territory. The Distributor shall at its own expense organize the distribution of the
Product in such manner as to most effectively promote sale of the Product and maintain a
level of product marketing support necessary for the proper selling of the Product.

6.2 Distributor shall not promote the Product for use outside the use determined by NSCC.
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6.3 The Distributor shall provide NSCC with an annual evaluation on the current and
expected market situations of the Product in the Territory, including the respective
competitors and product trends. Furthermore, until 31st December of each year, the
Distributor shall provide NSCC with a detailed marketing and sales plan for the consecutive
year.

6.4 Distributor shall provide NSCC with a written report within seven (7) days after the end of
each month detailing the quantities and Sales Prices of the Products sold in Territory during
the preceding month. Furthermore, such written report of the Distributor shall detail all
inventories of the Product held by or on behalf of Distributor.

6.5 Distributor shall be solely responsible for:

(i) installing such facilities, employees, and business organization.

6.6 NSCC shall support Distributor's marketing activities if requested by providing

Distributor with marketing and sales material and with sales trainings or training
material on the Product.

ARTICLE 7
MARKETING SUPPORT
The Distributor will employ his team of representatives for providing marketing support and
promotion of the Products at its own expense. Distributor agrees to bear the cost of organizing
and attending any meetings held with customers at any local events.

Company will provide training on all the products . Free demo materials of
selected products will be given to the distributer as per the norms of the
company .

Product Brochures and related documents will be given as and when required .

Site inspection support for order value more than 2 lac in Maharastra , Gujarat
and Goa and above 3 lacs on other regions will be provided

ARTICLE 8
ORDERS, ROLLING FORECAST

8.1 Distributor shall deliver to NSCC at least 15 days prior to the beginning of each
calendar quarter a rolling forecast of orders for the next four (4) consecutive quarters
showing the planned quantities of the Product to be purchased by the Distributor and
delivered by NSCC.

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8.2 All purchase orders for the Product shall be in writing and identified as an order and
shall further set forth the description and quantity of the Product required. Subject to
Article 8.1 above, the Distributor shall forward a purchase order not less than twenty
five (25) days before the required delivery date of each shipment.

ARTICLE 9
PACKING, SHIPMENT, INSPECTIONS, RETURNS
9.1 The packaging for shipment shall be in accordance with good commercial practice with
respect to the protection of the Products shipped.

9.2 Shipments shall be made utilizing a carrier the Parties have mutually agreed upon.

9.3 Distributor shall examine the Product upon their delivery. Distributor shall have fifteen
(15) business days from delivery of Product to notify NSCC in writing of any
nonconformity, shortage, defects, or damage to the Products delivered. Within 45
further business days after receipt of such notice and the return of nonconforming,
defective or damaged Products, NSCC shall investigate the claim and inform Distributor
of its findings. If NSCC finds any nonconformity, shortage, defects or damage that is
NSCC’s fault, NSCC shall replace such Products with Product conforming to
specifications agreed upon by the Parties unless non-performance is caused by Force
Majeure. Such replacement, including the expense of returning such Product(s), shall
be at no additional cost to the Distributor. However, if it is found that the Product was
conforming at the time of delivery to carrier or that the nonconformity is the fault of
the Distributor; the Distributor shall pay the Price for any such Product without the
right of replacement. If no such complaint is raised within the stipulated period, it shall
be presumed that there are no such complaints thereof.

9.4 NSCC shall ensure timely deliver of the Products against the confirmed orders received
from the Distributor. In case of any delay in the delivery of the Products, NSCC shall
inform the Distributor of such delay so as to enable the Distributor to take corrective
measures at its end.

ARTICLE 10
PRICE, MINIMUM QUANTITIES
10.1 Prices for the delivery of the Products from NSCC to the Distributor shall be as set forth
in Annexure A. NSCC may change the Prices of the Products at any time, by giving a
thirty (30) days notice to the Distributor.

10.2 The Distributor shall, upon receipt of the invoice, remit the total invoice values raised
by NSCC via cheque or direct bank transfer to the bank account notified by NSCC, in
accordance with the agreed credit terms i.e., thirty (30) days from the date of

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 invoicing. This arrangement will be applicable to the Distributors who have give
security Deposit/ Bank Guarantee only.

10.3 The Distributor has agreed to pay a 100 % advance against each Purchase order.

10.4 In the case of late payment or non clearance of NSCC’s invoices by the Distributor by
due date, and provided invoices are not disputed by the Distributor, NSCC shall be
entitled to charge interest on the outstanding amount at the rate of 18% per annum,
accruing daily, until the full payment of the said invoices is settled.

10.5 The Distributor shall make an advance payment for all purchases made and remit the
total invoice value via cheque or direct bank transfer to the bank account notified by
NSCC. This will applicable to all the distributors who have not paid any Security Deposit
or Bank Guarantee.

10.6 Incase there is any cheque which gets bounced for any reason; NSCC will charge Rs.
5000/- (Rupees Five Thousand Only) as cheque bouncing charges, the same has to be
paid via Demand Draft.

10.7 The Distributor is bound to give the C-Forms where ever applicable by the end the
subsequent quarter. Non submission of the C-Form within stipulated time, will attract
debit note for the value of C Forms.

ARTICLE 11
COVENANTS
11.1 COVENANTS BY DISTRIBUTOR

11.1.1 The Distributor shall sell the Products under its own name by issuing its own sales
invoice within the Territory.

11.1.2 The Distributor shall promote the business and secure orders for the Product within the
Territory. Distributor represents and warrants to act in compliance with good business
practice and with observance of present and future statutes, laws, ordinances and
regulations of international, national, federal, state and local governments currently or
hereafter in effect as well as any instruction given by NSCC relating to the receipt,
handling, storage, promotion and/or distribution of the Products. Distributor shall
provide NSCC’s regulatory personnel with reasonable access from time to time to the
facilities and records of Distributor for the purpose of confirming Distributor's
compliance with this Agreement. The Distributor shall also allow the authorized
personnel of NSCC at all times to enter the premises where the Products are stored.

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11.1.3 The Distributor shall ensure that the warehouse, where the Products are stored, is kept
and maintained in good proper conditions for the purpose of storing the Products.

11.1.4 Distributor represents and warrants to inform NSCC in writing of all applicable changes
and amendments to those statutes, laws, ordinances and regulations in territory which
are relevant for the Products before they become effective if any preannouncement
has occurred.

11.1.5 Distributor represents and warrants to refrain from any representation, guarantee or
warranty concerning Products except as expressly authorized in writing by NSCC.

11.1.6 Distributor represents and warrants that it has full power and authority to enter into
this Agreement and to carry out its obligations under this Agreement.

11.2 COVENANTS BY NSCC

11.2.1 NSCC shall manufacture and supply the Products in accordance with all applicable laws
and regulations as notified by Distributor and in conformity to the specifications laid
down in the registration dossier. NSCC shall inform Distributor in advance with at least
3 (three) months prior notification of any changes to the specifications, manufacturing
process or the quality evaluation of the Products that may affect the performance,
safety, quality or appearance of the Products.

11.2.2 NSCC is not aware that the Products infringe or otherwise violate any patents,
copyrights, trademarks, trade secrets, or other proprietary rights of any third party or
of regulatory requirements. Distributor shall immediately inform NSCC if it receives
notice or otherwise becomes aware of any claim or alleged infringement or violation
and shall provide NSCC with all assistance reasonably requested in defending against
any such claim or alleged infringement or violation.

11.2.3 NSCC further represents that it shall:

a) have good and marketable title to the Products;
b) have full power and authority to enter into this Agreement, to carry out its obligations
under this Agreement and to grant the rights granted to Distributor hereunder and
c) deliver all Products to Distributor free from material defect in material and
workmanship and substantially in compliance with all requirements of pertinent
specifications, drawings, samples, and acceptance criteria mutually agreed upon by
Parties or otherwise required by applicable regulatory entities (as notified by Distributor
it originating from Territory).

ARTICLE 12
LIMITATION OF LIABILITY
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Unless otherwise expressly stated in the Agreement, in no event shall either Party hereto be
liable to the other Party for costs of procurement of substitute goods, lost profits or any other
special, consequential, incidental, or indirect damages, however caused and whether based on
contract, tort (including negligence), products liability or any other theory of liability, regardless
of whether the other Party has been advised of the possibility of such damages. This limitation
of liability shall not apply to the Indemnification obligations of NSCC and the Distributor
pursuant to Article 13 hereof.

Without prejudice to any applicable law, Distributor shall not be entitled to any compensation or
special remuneration as a result of or arising out of any termination or expiry of this Agreement
for any reason.

ARTICLE 13
INDEMNIFICATION
13.1 The Distributor shall indemnify and hold harmless NSCC, the directors, officers, and
employees of NSCC and its successors and assignees (collectively the "NSCC
Indemnitee(s)") from and against all third party claims, losses, costs, and liabilities
(including, without limitation expenses of litigation), and shall pay any damages
(including settlement amounts) finally awarded, with respect to claims, suits or
proceedings (any of the foregoing, a "Claim") brought by third parties against a NSCC
Indemnitee, caused:
a. by a material breach by the Distributor, or its successors and assigns, of any of
Distributor's obligations under this Agreement, or
b. by the negligence or willful misconduct of Distributor or its successors and
assigns,
Except, in each case, to the extent caused by the negligence or willful misconduct of a
NSCC Indemnitee.

13.2 NSCC shall indemnify, defend and hold harmless the Distributor, the directors, officers,
and employees of the Distributor, and the licensors, successors and assignees of any of
the foregoing (collectively the "Distributor Indemnitee(s)") from and against all claims,
losses, costs, and liabilities (including, without limitation expenses of litigation), and
shall pay any damages (including settlement amounts} finally awarded, with respect to
any claims, suits or proceedings (any of the foregoing, a "Claim") brought by third
parties against a Distributor Indemnitee, arising out of or relating to:
a. a material breach by NSCC of its obligations under this Agreement;
b. the negligence or willful misconduct of NSCC,
except, in each case, to the extent such is due to the negligence or willful misconduct of a
Distributor Indemnitee.

13.3 An Indemnitee that intends to claim indemnification under this Article shall promptly
notify the other Party (the " Indemnitor") in writing of any claim in respect of which the
Indemnitee intends to claim such indemnification, and the Indemnitor shall have sole
11
 control of the defense and/or settlement thereof, provided that the Indemnitor wishes
to participate in any such proceeding with the counsel of its choice at its own expense.
This indemnity agreement shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the consent of the Indemnitor, which consent shall
not be withheld unreasonably. The failure to deliver written notice to the Indemnitor
within a reasonable time after the beginning of any such action, if prejudicial to its
ability to defend such action, shall relieve such Indemnitor of any liability to the
Indemnitee under this Agreement. The Indemnitee, its employees and Distributors,
shall cooperate fully with the Indemnitor (at Indemnitor expense) and its legal
representatives and shall provide full information in the investigation of any Claim
covered by this indemnification. Neither Party shall be liable for any costs or expenses
incurred by the other Party without its prior written authorization.

ARTICLE 14
COMPLAINT PROCEDURES
The following procedures shall govern the communication and processing of complaints related to the
Product:

14.1 Product Defects

(a) Distributor shall maintain a written procedure, in accordance with the applicable
regulations in Territory, for recording and reviewing complaints on defects of the
Product.

Distributor is the primary contact person for complaints in the Territory. The Distributor
shall immediately upon its own receipt provide NSCC with information comprising all
recorded complaints with respect to Products. Such information shall include at least the
name of the Product, batch number, reasons for complaint, complainer, date of receipt of
complaint and measures taken. Distributor shall in any case follow the instructions given by
NSCC in the event of complaints.

In addition, Distributor shall annually, until 30th November of any calendar year, provide
NSCC with summarized information comprising all recorded complaints with respect to the
Product during the preceding year.

The Distributor shall inform the appropriate authorities in Territory of complaints and
recalls as required by applicable law and regulations in force in Territory.

(b) In accordance with applicable regulations in Territory, the Distributor shall maintain a
written procedure for recalling Products promptly from the market. Any recall shall be
carried out only after consultation with NSCC and in accordance with instructions given
by NSCC.
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 ARTICLE 15
RECALLS
15.1 Distributor shall not initiate any recall of the Products without prior written approval by
NSCC.

15.2 In the event of imminent recalls of any of Products, Distributor shall cooperate without
delay with NSCC with regard to contacting, communicating and/or informing any
purchasers and/or users of Products in particular with regard to instructions relating
to such envisioned recall.

15.3 If any recall, withdrawal, or seizure occurs due solely to a failure by NSCC to:
(i) supply a Product in conformance with applicable specifications or any
warranty or other requirement set forth in this Agreement, or
(ii) comply in all material respects with any applicable law, rule, regulation,
standard, court order or decree,
then NSCC shall bear the full costs and expense of any such seizure, race or withdrawal.

15.4 If any such recall, withdrawal, or seizure occurs due solely to a

(i) failure by the Distributor to conform to its obligations or any warranty or other
requirement set forth in this Agreement, or
(ii) failure by the Distributor to comply in all material respects with any applicable
law, rule, regulation, standard, court order or decree, or
(iii) negligence or intentional wrongful act or omission of the Distributor,
then Distributor shall bear the full costs and expense of any such seizure, recall or
withdrawal.

15.5 If both, Distributor and NSCC contribute to the cause of a seizure, recall or withdrawal,
the cost and expenses thereof shall be shared in proportion to each Party's contribution
to the problem.

ARTICLE 16
TERM AND TERMINATION
16.1 An initial deposit of 2 lac (Two lakh only) will be collected from the
distributer with this agreement
16.2 Minimum business expected from a distributer in the first 6 months is 15
Lac Rs . Targets will be revised every six months as per the region
16.3 Credit line given to the distributer is 30 days . 15 days additional credit
line is given in case of big project on approval from the company. 0.05 %
interest will be charged per day after that on the total outstanding.
16.4 4% additional cash discount will be given if the payments are made in
advance. This is not applicable if there is an existing outstanding.
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16.5 All products are dispatched on Post dated Cheque for same Value . Order
Processing /Delivery of products will not be done to the distributers if
there are outstanding exceeding 50 days
16.6 This Agreement shall commence on Effective Date and shall have a Term of 5 years
from the Effective Date and may be renewed, at the option of the Parties, for such
further period as may be mutually agreed between them at the time of termination of
this Agreement.

16.7 If either Party materially defaults in the, performance of any provision of this
Agreement, the non-defaulting Party may give written notice to the defaulting Party
stating that the Agreement will be extraordinarily terminated if the default is not cured
within ninety (90) days. In case the non-defaulting Party gives such notice and if the
default is not cured during the ninety (90) day period, the non-defaulting Party may
terminate this Agreement by giving written notice, this termination being immediately
effective at the end of this above-mentioned period.

16.8 Either party may extraordinarily terminate this Agreement at any time by giving a
notice of 30 days in writing to terminate the Agreement forthwith in the event the other
Party:
(i) commits a breach of any of the terms and conditions of the Agreement,
(ii) is guilty of any conduct, which is in the performing prejudicial to NSCC’s interest,
(iii) files or becomes subject to a filing for bankruptcy procedures (which is not dismissed
within thirty (30) days after it has been filed), or
(iv) is dissolved or ceases to do business in the ordinary course.

16.9 In case the Distributor fails to achieve minimum quantities as attached hereto in
Annexure A for any calendar year, NSCC may terminate this Agreement with a notice
period of three months or may unilaterally modify the terms of Distributor's distribution
rights, in particular with regard to the exclusive rights granted for the Territory under
Article 2 of this Agreement, irrespective of the increase of the export Price due to the
failure to reach the minimum quantities.

16.10 NSCC may terminate this Agreement at any time, without assigning any reason,
effective upon three (3) months written notice to the Distributor.

16.11 The termination will be without prejudice of any damage, rights, claims and actions of
either Party against the other.

ARTICLE 17
RIGHTS UPON TERMINATION OF THE AGREEMENT
17.1 Upon termination of this Agreement for any reason, NSCC shall be entitled but not
obliged to repurchase any unsold Products at the prices which Distributor paid for it to
NSCC less deductions for defects or other decrease in value. If NSCC does not exercise
14
 this option within 30 days upon termination, Distributor shall be entitled to sell any
remaining inventory of the Products for a period not exceeding three months on
normal commercial terms prevailing prior to termination, i.e. sales per Product within
this three months' period may not exceed the average sales achieved by Distributor in
territory in any calendar quarter within the last three years before termination of the
Agreement or any shorter period according to the life-time of this Agreement, in the
event that the excess is due to legal obligations (e.g. resulting out of bulky binding
orders from customers), Distributor and NSCC may mutually agree on higher sales
quantities which are acceptable to both Parties.

17.2 Within fifteen (15) days after the termination of this Agreement: Distributor shall return
all of NSCC’s Confidential Information in its possession to NSCC. The costs for this
return shall be borne by NSCC unless the Agreement has been terminated due to
Distributor's fault in which case it shall be returned at Distributor's expense. Neither
Party shall make nor retain any copies of any Confidential Information that may have
been entrusted to it by the other Party under this Agreement.

17.3 Termination of this Agreement shall not relieve either Party of the obligation to pay to
the other each outstanding invoice (relating to a purchase order placed pursuant to this
Agreement) which has been issued either before or after the termination of the
Agreement, and which is payable either before or after the termination date of this
Agreement. Notwithstanding any termination of this Agreement by cancellation, the
Parties, except as otherwise provided, shall complete performances on any orders
accepted prior to the effective date of such termination.

17.4 Except for those clauses clearly stipulated herein, neither party shall be entitled to
claim for any compensation or damages resulting from the expiration or termination of
this Agreement according to the provisions hereof, but the expiration or termination of
this Agreement shall not affect any rights and/or obligations of either party which shall
have accrued according to the provisions hereof prior to the expiration or termination
date.

17.5 Upon termination of this Agreement,

(i) the due date of all outstanding invoices issued to Distributor relating to the
Products will be unchanged and all payment obligations shall continue.
(ii) all orders remaining undelivered as of the effective date of termination shall be
delivered as scheduled unless cancellation is agreed upon by negotiation
between Parties.
(iii) Distributor shall refrain from using any of NSCC’s trademarks and marketing
material, except for the purposes of selling its remaining stock of Products
within the limits set by this Agreement.

17.6 Upon termination of this Agreement, Distributor has the obligation to transfer to NSCC
15
 or a company nominated by NSCC, free of charge, such Product Registrations which
Distributor has obtained on the basis of documentation delivered by NSCC.

ARTICLE 18
FORCE MAJEURE
An event of “Force Majeure” shall include fires, floods, strikes, labor troubles or other
industrial disturbances, inevitable accidents, war (declared or undeclared), embargoes,
blockades, terrorism, legal restrictions, riots, insurrections, Governmental policies and
regulations governing the business of the NSCC and other events beyond the reasonable
control to the party claiming the force majeure, which could not have been prevented by such
parties prudence, diligence and care. Any event of force majeure that shall extend for longer
than 6 months shall entitle the party not claiming the force majeure to terminate this
Agreement immediately upon written notice to the other party. Any event of force majeure
shall relieve a Party of its performance hereunder to the extent of and for the duration of such
event. Any Party claiming force majeure hereunder shall notify the other Party within 15 days
of the event given rise to such claim.

ARTICLE 19
CONFIDENTIALITY
19.1 Except as expressly provided herein, Parties agree that, during the term of this
Agreement and for a period of five (5) years after the Agreement has been terminated,
the receiving Party shall not publish or otherwise disclose and shall not use for any
purpose, except as expressly permitted herein, any information furnished by the other
Party hereto pursuant to this Agreement in whatsoever manner such information is
disclosed ("Confidential Information"). Notwithstanding the foregoing, it is
understood and agreed that the Confidential Information shall not include information
that, in each case as demonstrated by written documentation:

(a) was already known by the receiving Party, other than pursuant to an
obligation of confidentiality, at the time of disclosure;
(b) was generally available to the public or otherwise part of the public domain at
the time of its disclosure to the receiving Party;
(c) became generally available to the public or otherwise part of the public
domain after its disclosure and other than through any act or omission of the
receiving Party in breach of this Agreement; or
(d) was subsequently lawfully disclosed to the receiving Party by a person other
than a Party hereto or developed by the receiving Party without reference to
any information or materials disclosed by the disclosing Party.

19.2 Notwithstanding the foregoing, each Party hereto may disclose the other's Confidential
Information to the extent such disclosure is reasonably necessary in conducting its
obligations under this Agreement, for prosecuting or defending litigation, for complying
with applicable governmental regulations, complying with the ad-hoc publicity
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 obligations of stock exchange laws or rules or submitting information to tax or other
governmental authorities. However, in the event of such aforementioned right to
disclose Confidential information of the other Party the disclosing Party shall give
reasonable prior written notice to the other Party of such disclosure and shall use its
reasonable efforts to secure confidential treatment of such Confidential Information
prior to its disclosure (whether through protective orders or otherwise) reasonably
necessary in conducting its obligations under this Agreement. Either Party may disclose
the existence of this Agreement and its terms and conditions to advisors, prospective
investors and others under circumstances that reasonably ensure the confidentiality
thereof.

ARTICLE 20
MISCELLANEOUS
20.1 Governing law and Jurisdiction

20.1.1 This Agreement will be governed by and construed in accordance with the laws of
India, without regard to the principles of conflicts of law. Courts at Mumbai shall have
exclusive jurisdiction over the subject matter of this Agreement.

20.2 Arbitration
20.2.1 In the event that a dispute arises out of or in connection with the validity,
interpretation or implementation of this Agreement, the Parties shall attempt in the
first instance to resolve such dispute through negotiations and consultations in good
faith.

20.2.2 If the dispute is not resolved in the aforesaid manner after not less than 10 days from
the date that the negotiations/ consultations have started, then such dispute shall be
settled by arbitration in accordance with the rules of Arbitration of the International
Chamber of Commerce (Rules), as amended or re-enacted from time to time.

20.2.3 The reference shall be made to the sole arbitrator, appointed in accordance with the
Rules, if the Parties to the dispute, controversy or claim mutually agree upon a sole
arbitrator within the period specified, failing which the reference shall be to three
arbitrators.

20.2.4 The place of arbitration shall be Mumbai, India.

20.2.5 The language to be used in the arbitration shall be English and all the pleadings and
proceedings and the award in the arbitration shall be in English. The decision and
award from such arbitration shall be final and binding on both parties.
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20.3 Service of notice
Any written notice required or permitted to be given under this Agreement shall be
delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt
requested, to the address of the other Party as first set forth above, or to such other
address as a Party may designate by written notice in accordance with this section, (iii)
by overnight courier, or (iv) by fax with confirming letter mailed under the conditions
described in (ii). Any notice so given shall be deemed effective when received, or if not
received by reason of fault of addressee, when delivered.

20.4 Non – Performance

Non-performance of either Party shall be excused to the extent that performance is
rendered impossible by strike, fire, flood, governmental acts, delay in component
supply, equipment failure, orders or restrictions, or any other reason where failure to
perform is beyond the reasonable control and not caused by the negligence of the non-
performing Party.

20.5 Assignment
This Agreement shall not be assignable by either Party to any third party without the
prior written consent of the other Party, except NSCC may assign this Agreement,
without such consent, to an affiliated company of NSCC.

20.6 Severance of Terms

Should any provision of this Agreement be or become invalid in whole or in part or be
incapable of performance for whatever reason or should a relevant provision have been
omitted, then the validity of the remaining provisions of this Agreement shall not be
affected thereby. In such an event, the Parties hereby undertake to substitute for any
such invalid provision or for any provision incapable of performance or for any omitted
provision, a provision which corresponds to the spirit and purpose of such invalid,
unperformable or omitted provision as far as permitted under Applicable Law with a
view to the economic purpose of this Agreement.

20.7 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the Parties
relating to the subject matter hereof and summarizes all prior discussions between
them.

20.8 Waiver
No modification or any amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing and signed by both Parties.
The waiver of any breach or default shall not constitute a waiver of any other right
hereunder or any subsequent breach or default. The Parties agree that the terms and
conditions of this Agreement shall prevail, notwithstanding contrary or additional terms
18
 in any purchase order.

20.9 Further Assurance

Each of the Parties hereto covenants and agrees that it, its successors and permitted
assigns will execute such further documents and do and perform or cause to be done
and performed such other acts as may be necessary or desirable, from time to time, to
give full effect to the provisions of this Agreement.

20.10 Compliance with laws

In addition to the foregoing the Distributor hereby agrees to be fully bound by any
further legislation or regulations notified in this regard or which may be applicable to
the business under the Main Agreement and no act or omission on the part of NSCC
shall operate as a waiver or forbearance of Distributor’s obligations under law, statute
or regulation.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to
execute this Agreement, effective as of the Effective Date.

For & on behalf of For & on behalf of

NOVA SURFACE CARE PVT LTD

Dr. Swapan Kumar Ghosh (Director)

Stamp & Signature: Stamp & Signature:

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 ANNEXURE A
(See Clause 1.1.5)

Products

All Nano coating and functional paints.

Prices

As per the price list of NSCC in the territory.

ANNEXURE C

Territory(s):

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