Independent Business Associate Agreement

The following are the terms and conditions for an Independent Business Associate of
M/s NEWLOOK MULTITRADE Pvt. Ltd.

Independent Business Associate” refers to, : BIRANCHI MISHRA S/o , R/o BALANGIR

(Hereinafter called as the “Independent Business Associate ” which term shall mean and include their
heirs, executors, successors, administrators, legal representatives and assigns etc., of FIRST PART)
And

“Nmart” refers to a division of NEWLOOK MULTITRADE PVT LTD, 3rd Floor savera complex, opp.
Krishana Petrol Pump, Udhana-Navasari road, Surat, Gujarath.

(Hereinafter called the “Nmart” which term shall mean and include his heirs, executors, successors,
administrators, legal representatives and assigns etc.,of SECOND PART.)

Legalities we understand

NEWLOOK MULTITRADE is a registered company, registered under the company’s Act, 1956, having
understood by both the parties herein on the following legal information stated below:

1. It is believed and understood that, the Government of India in its letter vide No .F.No.21/22/2001 Dt.
09/04/2003 & D.No.21/22/2001 Dt. 31/03/2003, categorically stated that “the inapplicability of the
provisions of the Prize Chits Money Circulation Schemes (Banning) Act, 1978” to direct/network/
multilevel marketing, does not come under purview of Police (criminal) action who carries a
marketing business of selling the products/goods similar to this Nmart.
 2. It is also believed and understood that, the Hon’ble Supreme Court of India, in its judgment
reported in 1982 SC 949 & 1988 SC 492, categorically passed a historical verdict, stating that the
Police (criminal) action has no consequence on these type of companies, so as also, in an other
judgment reported in 2006 Crl.L.J.1961 by the Hon’ble High Court of Patna (Bihar) that, even these
type of Companies have only consequence in Civil nature of Litigation.

Thus, both the parties herein once again believes and understands to proceed in this Marketing
Business, since it does not suffer from any legal complications as indicated herein above. Hence
entered under the following terms & conditions.

Independent Business Associate

1. NEWLOOK MULTITRADE accepts payments against its goods/products/services as an advance

payment to deliver the goods/products/services, there after issues the PVC (Payment Verification
code/ E-pin) immediately to the person who has sent the payment subject to verification and
acknowledgement of the remittance only, subsequently, the online purchase account will be
created by name as a Independent Business Associate to the NEWLOOK MULTITRADE and will
get started with those facilities and benefits subject to online purchase account has been setup.

2. NEWLOOK MULTITRADE will only be responsible for sending the PVC/E-pin to the respective
Login ID of the person who remits payment into the company’s account and it is soul responsibility
of Independent Business Associate to create the online purchase account immediately then only
NEWLOOK MULTITRADE recognize the details according to the online purchase account hence
NEWLOOK MULTITRADE will not be liable for any loss of bonus, income or commission due to
the late creation of online purchase account.

3. The minimum advance amount for purchase to become an Independent Business Associate of
NEWLOOK MULTITRADE begins with Rs. 5500.00, after submission of company’s application, its
rules and regulations under terms and conditions duly signed by the IBA together with this
agreement

Purchase

1. Nmart acknowledge the payment of Rs 5,500.00/- that has been received from the Independent
Business Associate who’s NEWLOOK MULTITRADE ID 2784993 is against the purchase of our
products.

2. NEWLOOK MULTITRADE will provide a purchase account under the login section of website
www.nmart.co.in and this payment will reflect in terms of advance products coupon to purchase
goods/ products.

3. Independent Business Associate has to take the printout of the agreement from the login section
and after signing on all the pages, has to send to the company along with their copy of PAN and
address proof to become a verified Independent Business Associate, further understands that
verification is must to receive the payout from the company, in case of delay in verification
NEWLOOK MULTITRADE will hold the payout until the verification process is completed.

Benefits

1. Independent Business Associate will get Nmart Loyalty bonus of Rs .11, 000 after 48 months of
purchases. NEWLOOK MULTITRADE will try its level best to give maximum bonus not less then
Rs.11, 000/-.
2. Each associate will get free purchase voucher of Nmart stores worth Rs .220/- each month for 48
months, which can be redeemed at any Nmart retail outlet across India,
3. Independent business Associate will get credit facility of Rs.1500/- max. for every month,
4. Credit for the last month has to be settled by 7th of every month. Credit can be availed from any
 Nmart stores across India including compensation plans shown in broacher.

5. If any Independent Business Associate fails to settle credit account in specified duration, Nmart will
hold all credit facility, free purchase vouchers and Loyalty Bonus.

6. Independent Business Associate will get Commission according to our compensation plan as
mentioned in our website www.nmart.co.in

7. Independent Business Associate who has a purchase account of less than 48 months will not get
Loyalty bonus.

8. This agreement stands good for availing services to Four-year period only.

WHEREAS:

1. Independent Business Associate agrees that the NEWLOOK MULTITRADE Independent Business
Associate is an independent contractor, and not an employee, agent, partner, legal representative,
or franchise of NEWLOOK MULTITRADE Independent Business Associate further agrees not to
incur any debt, expense, obligation on behalf of, for, or in the name of Nmart.

2. Independent Business Associate must be of above 18 years old on the date of agreement.

3. Management reserves right to accept or rejects/cancels the Independent Business Associate ship
whenever it feels reasonable.

4. The Independent Business Associate will not be permitted to avail more than one ID on his /her
name.

5. Independent Business Associate agrees to present NEWLOOK MULTITRADE business plan and
NEWLOOK MULTITRADE products and services as set forth at the official NEWLOOK
MULTITRADE website. Independent Business Associate will make no claims regarding potential
income, earnings, products or services beyond what is stated at the official NEWLOOK
MULTITRADE website. Independent Business Associate further agrees not to reproduce
commission checks or distribute commission checks in any form or by any means.

6. Independent Business Associate agrees not to disparage Nmart, other NEWLOOK MULTITRADE
Independent Business Associates, NEWLOOK MULTITRADE products, NEWLOOK
MULTITRADE Business Plan, NEWLOOK MULTITRADE employees or NEWLOOK MULTITRADE
Independent contractors. Independent Business Associate understands that disparagement may
result in the immediate suspension or termination of Independent Business Associate’s purchase
account with a cancellation of any pending commissions.

7. Independent Business Associate understands that the information given on the website
www.nmart.co.in is the latest and it will be only applicable regarding our plan, products and
services. Independent Business Associate further understands that any printed material regarding
our plan, product and services which is available in the market may have been outdated, so
please visit our website frequently for latest updates regarding our plan, products and services.

8. Independent Business Associate agrees to not utilize SPAM in promoting Nmart. This action may
result in the immediate suspension or termination of Distribution account with a cancellation of any
pending commissions. Independent Business Associate will also be in violation of the NEWLOOK
MULTITRADE Distribution Agreement and subject to legal action and be held liable for any financial
loss incurred by Nmart. Any service interruptions to NEWLOOK MULTITRADE as a result of
Independent Business Associates spamming will be billed to Independent Business Associate at
Rs. 10000 per hour until service is restored. For the purpose of this agreement SPAM is defined as
emailing ANYONE, in bulk or by single mailing, about Nmart, who has not specifically requested the
information directly from Independent Business Associate. The ONLY exceptions to this are:
 Mailing to APPROPRIATE OPT-IN mailing lists where the sources do the mailing on
Independent Business Associate’s behalf AND you do not advertise an NEWLOOK MULTITRADE -
provided Gateway URL.

However, use extreme caution when choosing an opt -in mailing list company. Using
anything but the most reputable sources could generate spam complaints against Independent
Business Associate resulting in suspension or termination.

You may include information on NEWLOOK MULTITRADE in email Acknowledge Messages for
orders and inquiries that you receive so long as it is stated upfront that you will be sending them an
acknowledge. NEWLOOK MULTITRADE also considers any type of advertisement about
NEWLOOK MULTITRADE posted to a Newsgroup or Chat Room to be spam. Violators may be
fined at Rs. 2500 per incident.

9. Independent Business Associate agrees to provide NEWLOOK MULTITRADE with valid email
address, postal address, and copy of PAN card and address proof upon registration. Independent
Business Associate understands that the use of an Auto- Responder email address is prohibited.

10. All payments will be made in Rupees. Independent Business Associate commissions shall
normally be paid by ECS/Account transfer/Demand Draft or Cheques and sent out weekly/monthly.
If a sale is cancelled or refundable, the related commission will be deducted from a subsequent
payment. Payment will be made after the deduction of TDS according to Indian law. Payout will be
sent through ECS to the Bank details provided by the Independent Business Associate .
Independent Business Associate is requested to update the Bank Account and Bank Code .
Providing the wrong bank account may cause delay of payout and NEWLOOK MULTITRADE will
not be responsible for the same. Any penalty or fine or charges levied by the bank shall be born by
the Independent Business Associate due to insufficient/ inaccurate information given by the
Independent Business Associate.

11. Independent Business Associate agrees to receive NEWLOOK MULTITRADE email, and restricted
to sales reports, training, newsletters, plus messages.

12. NEWLOOK MULTITRADE will make every reasonable effort to track and pay commissions for all
sales that apply to Independent Business Associate. However, NEWLOOK MULTITRADE is not
responsible for technical problems, acts by third parties, or other events outside our reasonable
control which may temporarily disrupt or diminish this service .Independent Business Associate
understand that Independent Business Associate tracking can never be 100% accurate and
NEWLOOK MULTITRADE is not responsible for inaccuracies that might occur beyond its control .
Tracking of Independent Business Associate sales depend on several factors, technical and
otherwise, which are out of the control of Nmart. It is the goal of NEWLOOK MULTITRADE to make
Independent Business Associate tracking as accurate as possible; however, NEWLOOK
MULTITRADE cannot guarantee 100% tracking for situations beyond its control.

13. To protect NEWLOOK MULTITRADE customer privacy, if deemed necessary, NEWLOOK

MULTITRADE reserves the right to withhold identifying customer contact information from
Independent Business Associate.

14. NEWLOOK MULTITRADE reserves all rights in or to its trademarks and services marks but may
be used by Independent Business Associate in accordance with this agreement. Independent
Business Associate may in no way display NEWLOOK MULTITRADE logo, image or trademark
that may be distasteful, misrepresented or subjecting to deterioration.

15. Independent Business Associate shall follow NEWLOOK MULTITRADE advertising guidelines and
agrees not to misrepresent NEWLOOK MULTITRADE products and services. Independent
Business Associate agrees to use only NEWLOOK MULTITRADE - approved ads. You may
submit your own ads for Nmart’s approval. They must be approved however before you can publish
 them.

16. Independent Business Associate may not assign rights or delegate duties under this Agreement
without the prior written consent of Nmart. Upon request NEWLOOK MULTITRADE will provide
Independent Business Associate with guidelines for the sale, transfer or assignment of
Independent Business Associate with guidelines for the sale, transfer or assignment of
Independent Business Associate NEWLOOK MULTITRADE business.

17. NEWLOOK MULTITRADE shall not be held liable for any indirect, incidental, special or
consequential damages or any loss of revenue or profits arising under or with respect to this
Agreement or program, even if NEWLOOK MULTITRADE has been advised of the possibility of
such damages. NEWLOOK MULTITRADE aggregates liability arising under or with respect to this
agreement or the program shall in no event exceed the total commission paid or payable by
NEWLOOK MULTITRADE under this agreement.
BIRANCHI MISHRA

18. NEWLOOK MULTITRADE reserves the right to amend, modify, and terminate this agreement at
any point of time with out any notice. The Term of this Agreement shall stand good for a period of
one year from the date of execution of this agreement and shall automatically be renewed after
every year without further consents of parties unless either party has terminated this Agreement by
written notice to the other. If terminated, outstanding commissions at time of termination shall be
paid in the next payment so long as the Independent Business Associate did not violate the terms
of this agreement. Payment of the final commission to the Independent Business Associate may
be with held for a reasonable time in order to ensure that the correct amount is paid.

19. No Refund Policy: The purchase amount paid towards goods/products/services offered shall
not be refunded under any circumstances and Independent Business Associate can take back
his/her 100% goods/products/services if the purchase coupon has not been redeemed and has not
violated any clauses mentioned in this agreement.

20. Jurisdiction: In the event of any dispute arising between the Independent Business Associate and
NEWLOOK MULTITRADE relating to any matter connected with this agreement or with regard to
appointment as an independent Business Associate of NEWLOOK MULTITRADE or the subject
thereof or in relation thereto and whether as to construction or otherwise, the same shall be
referred for Arbitration and Conciliation Act, 1996. The company shall appoint a Sole & an
Independent Arbitrator whenever any such dispute arises. The award made by the Sole Arbitrator
shall be final and binding on both the Independent Business Associate and Nmart.

The jurisdiction for the purpose of any litigation shall be the Jurisdiction of Surat, Gujrat state Courts only.

Both the parties herein consents with each other, agrees the above terms & conditions under this
agreement by enjoying sound health with out any compulsion and under no duress, entered also within the
meaning and ambit of Cyber Laws of the Information & Technology Act, 2001 or any other laws of this land
made on the 11 Day of September in year 2010.

1. Party No. 1 : BIRANCHI MISHRA

2. Party No. 2 : Newlook Multitrade Pvt. Ltd.