Display Gallery Agreement

Facts:

ABC Ltd., an incorporated company, having its registered office in Delhi is in the business of manufacturing,
distributing, supplying and marketing of bathroom fittings, sanitary ware, taps, kitchen items etc. ABC Ltd.
have one manufacturing unit in Baddi, Himachal Pradesh and also they import certain items from outside
India.

a. Products which are imported first brought to their go-down located in Bhopal, thereafter the
products are dispatched to their distributors.

b. Products which are manufactured in India are directly sent to distributors from their respective
manufacturing location.

Distributors thereafter dispatches the goods to the Dealers and Retailers for sale to the consumers.

Now, the Company wishes to have dedicated exclusive stores at the location of Dealers and Retailers,
wherein payment shall be made by the Company for the interiors and developing an exclusive space in the
shop/showroom of the Dealer (which will include samples, furniture, fixture, lightings etc.). Operational
expenses of the shop shall be borne by the Dealer.

Dealer shall provide a refundable security deposit of Rs. x with the Company.

In respect of the same, the Dealer shall undertake to achieve a sales target as determined by the Company. In
case of failure to achieve the target a 5% of the Security deposit shall be deducted by the Company at the end
of one year.

In this regard, the company wishes to have an agreement through which the interest of the Company are
secured.

Duration of the Agreement: 1 year. Mutually Renewable.

Lock-in period: 6 months

Termination: By one month's notice. Termination during Lock-in will result into repayment of
Development Cost.

Sales Target: As may be determined by the Company on time to time basis.

Refundable Security Deposit: Rs. x.