DISTRIBUTOR AGREEMENT hereunder) designed to allow the Distributor to run
the business.
This Distributor Agreement (this “Agreement”) is
made on this ___ (Date) ______ (Day) of
_______________ (Month) _________ (Year) (the
“Effective Date”) by and between:
Zysol Integrated Solutions Private Limited, a
company incorporated under the provisions of the
Companies Act, 2013 and having its registered
offi ce at 8-2-120/115/14, Plot No. 14, 1st Floor,
Shangrila Plaza, Road No.2, Banjara Hills,
Hyderabad TG 500034 (hereinafter referred to as
the “Company”, which expression shall, unless
repugnant to the context, mean and include its
affi liates, subsidiaries, successor-in-interest and
permitted assigns), represented herein by its
authorized signatory Mr. _________ of the FIRST
PART;
& to operate the business model and Proprietary
______________, a partnership firm registered under
the provisions of the Indian Partenrship Act 1932 /a
proprietorship firm/a Company registered under
the provisions of Companies Act, 1956/Companies
Act, 2013 and having its registered office at
___________ (hereinafter referred to as the
“Distributor”, which expression shall, unless
repugnant to the context, mean and include its
affiliates, subsidiaries, the successors-in-interest and
permitted assigns), represented herein by its
authorized signatory Mr. _____________of the
OTHER PART.
The Company and the Distributor are hereinafter
individually referred to as “Party” and collectively
referred to as “Parties”, as the context may require.
WHEREAS:
A. The Company is engaged in the business of
acting as advisors and consultants for providing
integrated solutions relating to fund arrangements,
management, administration, loan documentation,
review and analysis of annual reports, data required
for loan processing, business plans, liaising with
Banks, fi nancial institutions, Government and non-
Government agencies and other related activities.
B. The Company has developed systems and
methods of operating and the Business using
proprietary service and Trademarks (hereinafter
referred to as “Proprietary marks” and defi ned
AXA GUIDE - Distributor Agreement
C. Based on the representations of the Distributor,
the Company is desirous of engaging the
Distributor to operate business model of the
Company according to certain terms and conditions
under the Company’s branded Mark of the
following:
Whereas the System includes elements unique to
the Company and the Business, including, but not
limited to, specifications, techniques, training
methods, products, production methods, operating
methods, designs, furnishings, marketing materials
and business requirements to continually increase
the customer trust and goodwill in the Company’s
Business;
Whereas the Distributor desires to establish and
operate a business and wishes obtaining a license
marks of the Company;
Whereas the Distributor shall provide services
relating to the preparation of project report for loan
proposals in accordance with the guidelines
provided by the Company and act as a financial
counselling centre pertaining to evaluation and
assessment of CIBIL Score and it deals with other
loan issues for the Company’s prospective clients.
Whereas the Distributor has represented and
warranted to the Company that it satisfies the
minimum distributorship eligibility requirement as
set out in this agreement.
NOW THEREFORE, IN CONSIDERATION OF THE
MUTUAL PROMISES AND REPRESENTATIONS
CONTAINED HEREIN, AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE SUFFICIENCY
OF WHICH IS HEREBY ACKNOWLEDGED BY
BOTH PARTIES, THE PARTIES HERETO DO
MUTUALLY COVENANT, STIPULATE AND AGREE
AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
In this Agreement (including all Annexure(s) hereto),
unless otherwise stated or unless the context
otherwise requires, the words and expressions
beginning with capital letters (other than clause
headings) shall have the meaning set out below.
a. “Applicable Law” shall mean any statute, law,
regulation, ordinance, rule, judgment, notifi cation,
rule of common law, order, decree, bye-law,
government approval, directive, guideline,
1
requirement or other governmental restriction, or g. “Service Fee” shall have the meaning ascribed to
any similar form of decision of, or determination by, it under Clause 6 (Payments & Revenue Model); and
or any interpretation, policy or administration,
having the force of law, by any national, state or h. “Term” shall have the meaning ascribed to it
local agency, ministry, public offi cial, court or other under Clause 12 (Term);
governmental organisation having jurisdiction over Unless the context of this Agreement otherwise requires:
the matter in question or the performance of any
obligations of the Parties under the Agreement, a. Words defi ned in the body of the Agreement
whether in effect as of the date of this Agreement or shall have the meaning ascribed to them therein;
thereafter.
b. Words of any gender are deemed to include
b. “Confidential Information” shall mean any and
those of the other gender;
all information that is or has been received by the
Distributor that relates to the Company and is
c. Words using the singular or plural number also
designated by the Company as being confi dential
include the plural or singular number, respectively;
or is received pursuant to the terms of this
Agreement. Without prejudice to the generality of
d. The terms “hereof”, “herein”, “hereby”, “hereto”
the foregoing, Confi dential Information shall mean
and derivative or similar words refer to this entire
and include any information, data, analysis,
Agreement or specifi ed Clauses of this Agreement,
compilations, notes, extracts, materials, reports,
as the case may be;
drawings, graphs, layouts, plans, charts, studies,
memoranda or other documents, or any intellectual
e. The term “Clause” refers to the specifi ed clause
property, ideas, concepts, formulas, methods, know-
of this Agreement and the term “Paragraph” refers
how, trade secrets, designs, research, internal
to the specifi ed paragraph of the Annexure;
documentation, business affairs, projects,
technology, clientele, markets, marketing and sales
f. Heading and bold typeface are only for
programs, client and customer data, appraisal
convenience and shall be ignored for the purposes
mechanisms, planning processes, any information
of interpretation;
related to the broadcast and Program etc., or any
existing or future plans, forecasts or strategies in
g. Reference to any legislation or law or to any
respect thereof;
provision thereof shall include references to any
c. “Force Majeure Event” shall have the meaning such law as it may, after the date hereof, from time
ascribed to it under Clause 32 (Force Majeure); to time, be amended, supplemented or re-enacted,
and any reference to statutory provision shall
d. “Indemnified Parties” shall have the meaning include any subordinate legislation made from time
ascribed to it under Clause 22 (Indemnity); to time under that provision;
e. “Intellectual Property” shall mean trademarks,
h. Reference to the word “include”, “includes” and
service marks, trade names, trade dress, logos,
“including” shall be construed without limitation;
copyrights, rights of authorship, inventions, mask
and
work rights, moral rights, patents, rights of
inventorship, all applications, registrations and
i. Any covenant under this Agreement by the
renewals in connection with any of the above,
Distributor not to do any act or thing shall be
database rights, know-how, trade secrets, formulas,
deemed to include an obligation not to permit or
pattern, method, technique, rights of publicity,
suffer such act or thing to be done and to use its
privacy and/or defamation, designs and all other
reasonable endeavours to prevent such act or thing
intellectual and industrial property rights related
being done by its employees, offi cers, servants, and
thereto anywhere in the world, in each case whether
authorised agents
or not registered and including pending
applications for such rights and the right to fi le
2. APPOINTMENT AS DISTRIBUTOR AND
applications for such rights;
PROVISION OF SERVICES
f. “Services” shall have the meaning ascribed to it
under Clause 3 (Appointment of Distributor as 2.1 This Agreement betweenCompany and
Service Provider and Provision of Services); Distributor defi nes the co-operation principles

AXA GUIDE - Distributor Agreement 2

between the “Parties” and related measures and
responsibilities and duties.
2.2 The Company on its parts has established its
business of distribution of various fi nancial products
of various Banks/NBFCs and other fi nancial
institutions and providing allied fi nancial services
relating to such fi nancial products through online
web/e-mail marketing, media marketing/digital
marketing etc., offl ine - telemarketing/print media/
awareness seminar/events etc., or through their
respective offi ces/extended offi ce across the
country.
2.3 The Company is interested in furthering this
business through Distributor on non-exclusive basis
maintaining a uniform standard of services against
the remuneration as specifi ed herein after in this
Agreement.
3. APPOINTMENT AS DISTRIBUTOR AND
PROVISION OF SERVICES
a. Subject to the terms of this Agreement, the
Company hereby appoints the Distributor as Service
Provider to provide the services more fully
described in this Agreement for the Term (as
defined below) on the terms and conditions as set
out in this Agreement.
b. The Distributor should purchase the Distributor
Control Panel from the Company at the price of
  ₹1,99,000.00 (One Lakh Ninety Nine Thousand
Rupees Only) + GST at the time of execution of this
Agreement.
c. The Distributor will deploy trained, skilled and
qualifi ed personnel (the “Personnel”) as per
Company provided “Organogram” and qualifi ed
200 (Two Hundred) personnel as Agents (the
“Agents”) 15 days prior to opening of Distributor
Point to provide the Services in Company described
“Dress Code” as mentioned in the preamble of this
Agreement
d. Both “Parties” agree and acknowledge that this
Agreement is entered into on a non-exclusive basis
and the Company shall have the unrestricted right
to appoint one or more Distributors whether during
the Term (as defined below) of this Agreement or
thereafter.
e. The Distributor shall, at all times, provide the
Services in a professional and ethical manner
consistent with best industry practices and to the
complete satisfaction of the Company, and shall
AXA GUIDE - Distributor Agreement
comply with the terms and conditions of this
Agreement and any other instructions, directions or
rules issued by the Company with regard to the
provision of Services.
f. The Distributor shall be furnished with a minimum
commercial space of 1500* - 2000* Sq. Feet. and
offi ce interiors model as per the predefi ned area list
followed in the respective city and location, within
45 days from the date of execution of this
Agreement.
g. The Distributor shall be well equipped with an
appropriate IT support for Networking, Data & Voice
processing utilities, computer systems, UPS’s power
backup, attendance, accounting, softwares and
systems and inclusive of provisions for 1. Reception
Lounge 2. (Two) Discussion Rooms 3. (Fifteen) Work
Stations, 4. (Four) Manager Cabins 5. (One)
Conference Room & 6. (One) Pantry Room.
4. UNDERTAKINGS OF THE SERVICE PROVIDER
The Distributor undertakes the following with respect to
the provision of the Services:
a. The Distributor shall not make any cold
marketing call (telephonic or otherwise) to any
Customer without verifying the telephone details of
such Customer from the NDNC Registry (“National
Do Not Call Registry”). In the event of any such
violation, the Company shall not be responsible for
the resulting cascading consequences, if any.
b. The Distributor shall not receive money in any
form including by way of commission or brokerage
or Equated Monthly Instalments from any customer
of the Company or from any third party for sourcing
business in any manner whatsoever and not to
induce any Customer of the Company to be
infl uenced by any extraneous thing other than the
qualitative facts in this regard.
c. The Distributor shall not to offer gift or bribe or
freebies directly or indirectly to any offi cers of the
Banks/NBFC’s/Financial Institutions with whom
customer proposal is under consideration.
d. The Distributor shall settle any and all disputes
arising between it and the personnel employed/
hired/Agents by it to provide the Services, without
involving the Company, and the Distributor shall
ensure that such personnel/agents do not raise any
claims whatsoever against the Company in relation
to or connected with this Agreement or the
provision of the Services hereunder; and
3
d. The Distributor shall comply with, and shall
ensure that the personnel comply with, the terms
and conditions of this Agreement and any other
instructions issued by the Company with regard to
the provision of the Services.
5. STAFFING & DRESS CODE
a. The Distributor shall abide by the above staffi ng
model in order to run the business. He shall employ
the personnel and render Salary as given in the
abovementioned schedule. He shall further adhere
to the estimated loan proposals as incorporated in
the above mentioned schedule
b. The distributor shall ensure that they shall expect
to draft a policy for dress code and implication of its
violations. Employees who are working for the
D i s t r i b u t o r m u s t a l w a y s p re s e n t a c l ea n ,
professional appearance. Everyone is expected to
be well-groomed and wear clean clothing, free of
holes, tears, or other signs of wear. Clothing with
offensive or inappropriate designs or stamps are not
allowed.
6. PAYMENTS & REVENUE MODEL
a. Subject to satisfactory performance of the
Services by the Distributor, the Company shall pay
the Distributor fees as consideration for rendering
the Services (the “Service Fee”), details of which,
including the payment schedule, are set out in
“Annexure” annexed to this agreement. Payment of
the Service Fee will be subject to withholding taxes
at the applicable rates.
b. In the event, this Agreement is terminated by the
Company for cause in accordance with Clause
‘Termination for Cause’ below, all Service or
Distributorship Fee paid in advance to the
Distributor, if any, shall be returned by the
Distributor to the Company prorated to the
outstanding Term for which the Service Fee has
been paid. Such refund shall be made within 30
(Thirty) days from the date of termination of this
Agreement. This shall not cover any payment made
to Distributor for any work which is completed
before the date of termination.
c. The Distributor hereby agrees that it shall
endeavour to minimise the tax burden being
passed on to the Company. The Distributor further
undertakes that it shall pass on the benefits of any
tax related exemptions or rebates to the Company
and that it shall further provide the Company with
any documents, records or materials that the
AXA GUIDE - Distributor Agreement
Company may require in order to avail any tax
rebates or deductions.
d. The Distributor shall ensure that the Company
receives the Distributor Revenue Generation Report
(DRGR) at least thirty (30) days before the payment
of “Service Fee” is due as per “Annexure” annexed
herewith. Invoices shall be raised as per the agreed
commercial terms included in “Annexure”. In the
event there arises any dispute with respect to any
payment of “Service Fee”, the “Parties” shall resolve
such disputes in good faith negotiations with each
other. In the event such disputes are not resolved
after the expiry of thirty (30) days from the date on
which the “Parties” engage in negotiations, the
same shall be subject to the dispute resolution
mechanism set out in Clause 37 (Governing Law
and Dispute Resolution) unless the Parties otherwise
agree.
e. The “Service Fee” shall not be altered or
modifi ed in any manner during the Term of the
Agreement, except by mutual agreement of both
the “Parties”.
7. OPENING DATE
The Company and Distributor agree to an estimated
opening date of 19.01.2021 (“Opening date”).
Notwithstanding the foregoing, the Distributor
agrees not to commence any operations for the
Company’s services until the Company has
approved the specifications of the business as
adhering to the terms and conditions of this
Agreement.
8. ADVERTISING
The Distributor hereby agrees to use and
prominently display the Company’s Marketing
materials and Proprietary Marks solely in connection
with the distributorship services. The Distributor
agrees not to advertise or market the
Distributorship business in any way which may
disparage or detract from the reputation of the
Company. If the Distributor has not received any
prior approval for any marketing materials, the
Distributor agrees to submit such materials to the
Company for its approval, which the Company may
approve or deny in a reasonable time period.
9. COMPLIANCE WITH OPERATING PROCEDURES
The Distributor hereby agrees to strictly comply with
the Company’s system and privacy of the
prospective clients of the Company as outlined by
4
them. Such information shall be given in the form of
a manual, training or other written document. Any
failure of the Distributor to comply with the System
Standards shall be grounds for termination of this
Agreement.
10. COMPANY’S OBLIGATIONS
a. Prior to the Commencement of Services by the
Distributor, the Company shall provide initial e-
training for the Distributor and their staff, in the
Company’s sole and exclusive discretion.
b. The Company shall inspect the Distributor’s work
premises to determine that it reasonably conforms
to the requirements of Company.
c. The Company shall provide advisory assistance
from time to time including the provision of
appropriate information, data, manuals, techniques,
and possibly materials regarding the Distributorship
and its operations.
11. RELOCATION OR OUTSIDE SALES
No part of this Agreement permits the Distributor
any rights to relocate the Distributorship or use the
system outside the Distributorship’s business or
engage in any service bearing the Proprietary Marks
outside the Territory. If the Company occasionally
agrees to allow the Distributor to engage in
business outside the territory, this shall not be
considered a waiver of the foregoing. The Company
shall apply specific requirements to any services
outside the Territory.
12. TERM
The Agreement shall be valid for a period of (Three)
(3) Years commencing from Effective Date and
expiring on Expiry Date (the “TERM”) unless
terminated earlier in accordance with Clause 13
(Termination).
13. TERMINATION
1. Termination for Convenience
The Company and Distributor may terminate this
Agreement without any reason at any time upon 90
(Ninety) days’ prior written notice to the other party
without any liability towards the other party.
2. Termination for Cause
a. Either Party may forthwith terminate this
Agreement:
AXA GUIDE - Distributor Agreement
(i) If the other Party files a voluntary petition for
bankruptcy or a petition or answer seeking a
reorganisation;
(ii) If the other Party has filed against it an
involuntary petition for bankruptcy that has not
been dismissed within 60 (Sixty) days thereof;
(iii) If the other Party becomes insolvent, admits in
writing its inability to pay its debts as they mature, or
makes an assignment for the benefit of its creditors;
(iv) If the other Party applies for or consents to the
appointment of a receiver, trustee or liquidator for
substantially all of its assets or such receiver, trustee
or liquidator is appointed for the other Party;
(v) upon the occurrence of an irremediable material
breach of this Agreement; or
(vi) upon the occurrence of a remediable material
breach of this Agreement by the other Party, if such
breach is not cured within 15 (fifteen) days after
receipt of written notice identifying the matter
constituting the material breach.
b. The Company is entitled to terminate this
Agreement forthwith:
(i) If the Company is dissatisfi ed with the Services
being provided by the Distributor; or
(ii) If any of the “Personnel”/“Agent” is guilty of any
misconduct, negligence, fraud, any act of moral
turpitude or has allegedly committed or is charged
with committing any offence under the Indian Penal
Code, 1860.
c. The Distributor is entitled to terminate this
Agreement following:
(i) Written notice by Service Provider to Company of
Company’s non-payment of an undisputed invoice
for Service Fees in accordance with Clause 4
(Payments) of this Agreement, and
(ii) Company’s failure to cure the nonpayment within
thirty (30) days of its receipt of such notice.
Effect of Termination
Upon termination of this Agreement:
(i) The Distributor shall cease to provide the
Services;
5
(ii) The Company shall be liable to pay the “Service
Fee” due and payable to the Distributor for the
Services performed till the date of the termination;
and
(iii) Upon request, the Distributor shall promptly
return to the Company or destroy all tangible
embodiments of the Company’s Confidential
Information in its possession, custody or control and
provide written certification to the Company and
neither Party will be liable for any termination fees,
penalties, costs, expenses, or damages as a result of
termination of this Agreement.
14. SURVIVAL
Termination of the Agreement shall not relieve the
Distributor of the obligations under Clause 1
(Definitions and Interpretations), Clause 12 (Term),
Clause 13 (Termination), Clause 22 (Indemnity),
Clause 24 (Confidentiality), Clause 39 (Notice),
Clause 37 (Governing Law and Dispute
Resolution), Clause 38 (Miscellaneous), which shall
survive the expiry/termination of this Agreement in
accordance with its terms.
15. RENEWAL
a. Upon the expiry of the Term, this Agreement may
be renewed at the discretion of either of the Parties,
on such terms and conditions as may be mutually
agreed between the Parties.
b. The Company or the Distributor may initiate
renewal of the Agreement by giving a notice in
writing to the other Party (Thirty) (30) days prior to
the completion of the Term.
c. In the event of exercise of such renewal option
by the Company or Distributor, the Parties shall
forthwith execute a fresh Agreement on the terms
and conditions agreed to by the Parties. Such
Agreement shall be executed by the Parties prior to
the expiry of the term of this Agreement.
16. REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants that:
a. This Agreement has been duly executed and
delivered by the duly authorised representative of
the Party and constitutes a legal, valid and binding
obligation on the Party, enforceable against the
Party in accordance with its terms.
AXA GUIDE - Distributor Agreement
b. It has full corporate right, power and authority to
enter into this Agreement. All proceedings/acts
required to be taken by or on behalf of the Party to
authorise the Party to enter into and carry out this
Agreement have been duly and properly taken; and
c. It shall obtain and keep valid at all times, all
consents, authorisations, licenses, permissions or
approvals required by all governmental authorities
to undertake the obligations set out under this
Agreement.
In addition to the foregoing, the Distributor hereby
represents and warrants that:
a. The Distributor has obtained all necessary
registrations under all Applicable Law, including but
not limited to GST registration and registrations
under the Income Tax Act, 1961;
b. The Distributor has been and continues to be in
compliance with all Applicable Law and shall not
provide Services in a manner such that the
Company is found in breach of any Applicable Law
or faces any reputational loss;
c. Neither the Distributor nor any of the Personnel,
connected directly or indirectly with the Agreement,
will demand, take a promise for or accept directly or
through intermediaries, any bribe, consideration,
gift, reward, favour or any material or immaterial
benefit or other advantage from the Company or its
employees, agents either for themselves or for any
person, organisation or third party;
d. There is no pending dispute, litigation or claim
filed by any of the Personnel against the Distributor
that would materially impact the provision of the
Services under this Agreement now and during the
Term; and
e. In the event that the Distributor’s representations
and warranties cease to be true and correct at any
time during the Term and if applicable, the renewed
term, then, the Distributor shall immediately notify
the Company of the representation(s) and
warranty(ies) which have ceased to be true and
correct and undertake corrective action(s) in relation
thereto promptly
17. NON- COMPETE
a. The Distributor agrees that he shall not in any way
use, disclose/ reveal/share/advice in any similar
industry, either in the capacity of an Employee,
6
Consultant,Agent or Advisor with the competitors of
the Company which he is, or during the course of
this Agreement with the present Company, any
information, data, drawings, software, hardware, he
would become aware of, develop, manufacture,
conceive or publish pertaining to or based on the
data/ design / concept or strategy given or agreed
by the Company. He further agrees that:-
1 . The Distributor will not approach clients,
prospective clients, customers or contacts of the
Company or other persons or entities introduced to
the Distributor in his or her capacity as a
representative of the Company for the purposes of
doing business with such persons or entities and
will not interfere with the business relationship
between the Company and such persons and/or
entities without any proper written intimation to the
Company and subject to Company approval;
2. Unless expressly consented to by the Company,
the Distributor will not assume employment with or
provide services as a Distributor or otherwise for
any competitor of the Company, or engage,
whether as principal, partner, licensor or otherwise,
in any business which is in direct or indirect
competition with the business of the Company and
its subsidiaries.
3. Unless expressly consented to by the Company,
the Distributor will not seek directly or indirectly, by
the offer of alternative employment or other
inducement whatsoever, to solicit the services of
any Employees of the Company and its subsidiaries
employed as at or after the date of such termination,
or in the year preceding such termination.
(3.1) The provisions provided in Section 4 of the
Non-compete clause shall be separate and
severable, enforceable independently of each other,
and independent of any other provision of this
Agreement and shall survive the termination of this
Agreement for any reason.
(3.2) The provisions contained in Clause 18
(Exceptions), Clause 19 (Return Of Confidential /
Proprietary Information), Clause 20 (Ownership Of
Materials And Intellectual Property Rights) and shall
be considered reasonable by the Distributor and
the Company but, in the event that any such
provisions should be found to be void under
applicable laws but would be valid if some part
thereof was deleted or the period or area of
application reduced, such provisions shall apply
with such modifi cation as may be necessary to
make them valid and effective.
AXA GUIDE - Distributor Agreement
(3.3) In breach of the terms of this Clause, in
addition to the punitive damages, the Company
shall be forced to seek remedies both civil and
criminal against the Distributor. Pursuant to the
violation or breach of this Agreement, the Company
shall be entitled to forfeit or transfer the shares held
by the Directors/Partners/Proprietor. The Company
shall be further entitled to recover the damages in
order to compensate the loss caused due to
violation of this Agreement. The recoverable
damages shall be equivalent to the revenue which
they has generated by violating the non-solicitation
and non-compete clause incorporated in this
Agreement.
(3.4) By his action whether apparent or ambiguous,
the Distributor is either admitting or concealing the
disclosure of this Agreement to the third parties,
and this Company shall be entitled to claim third
party damages both jointly and severally, in
accordance with law. This is in addition to any
injunctive relief that the Company is entitled to.
The Distributor shall not transfer or attempt to
transfer the data/ design/information to any person,
or entity that is not expressly consented to by the
Company. Any such attempt or transfer shall make
the Distributor be liable for termination with 7 days
notice of intimation of knowledge of such attempt
or transfer, by the Company.
18. EXCEPTIONS
If the Distributor to whom Confidential/Proprietary
Information is transmitted shall become legally
compelled to disclose any of the Confidential/
Proprietary Information or the fact that the
Confidential /Proprietary Information has been
made available to the Distributor, the Distributor
shall promptly advise or render all reasonable
assistance to the Company in order that the
Company may seek a protective order or such other
remedy as the Company may consider appropriate
in the circumstances. In any event, the Distributor
shall disclose only that portion of the Confidential/
Proprietary Information which is legally required to
disclose in the judgment of the Distributor’s legal
counsel. Both “Parties” will make all reasonable
efforts to ensure that any third party to whom
Confidential/Proprietary Information is disclosed will
preserve its confidentiality.
19. RETURN OF CONFIDENTIAL / PROPRIETARY
INFORMATION:
7
Following termination / completion of the Performance of
its obligation and/or upon receipt of a written request
from the Company, the Distributor will:
a. Return to the Company, or destroy, any of the
Company’s Confi dential Information (including any
copies, summaries, or analyses thereof) in the
Distributor’s possession or control.
b. Expunge immediately all Confidential/Proprietary
Information from any computer, word processor or
similar device into which it was programmed by the
Distributor;
c. Maintain one copy of the Confidential/Proprietary
Information for the purposes of and so long as
required by any law, court or regulatory agency or
authority; and
d. Execute any agreement necessary to assign any
rights in favour of the Company, that accrue from
the creation of the design or any improvements
made thereof to an existing one; and
e. The Confi dentiality obligations set out herein
shall survive this agreement. As part of the services,
both the parties may be disclosing its processes,
approach, methodology etc., used. This info and any
other confi dential information shared by both the
parties will be kept confi dential by both the parties
even after the expiry of this Agreement.
20. OWNERSHIP OF MATERIALS AND
INTELLECTUAL PROPERTY RIGHTS
a. Ownership of COMPANY Materials:
Definition: The term “Company Materials” means
(i) All Materials owned or licensed by the Company,
its parent and group companies, associates and its
Affi liates, including Materials developed or
acquired by them, before or after the Effective Date;
( i i ) A l l d e r i v a t i v e w o r k s , m o d i fi c a t i o n s ,
improvements and enhancements to any of the
foregoing; and
(iii) All Intellectual Property Rights subsisting in any
of the foregoing.
b. Ownership and Assignment: The Distributor
acknowledges and agrees that, as between the
“Parties”, the Company Materials shall be owned
exclusively by the Company and its parent and
group companies, associates and its Affi liates as the
AXA GUIDE - Distributor Agreement
case may be and the Employee shall not acquire by
implication or otherwise any right in, title to or
license in respect of any Confi dential/Proprietary
Information supplied by or on behalf of or relating
to the Company.
c. No Third Party Beneficiaries: Except as expressly
set forth in this Agreement, nothing in the
Agreement shall confer any rights upon any person
or entity other than the “Parties” hereto and their
respective successors and permitted assigns.
21. NON-SOLICITATION
Non-Solicitation: The Distributor recognises and
acknowledges that, he will be provided with access
to, learn, be provided with and, in some cases, will
prepare and create certain Confi dential Information,
all of which is of substantial value to the Company
and/or its Affi liates. The Distributor further
recognises that he will has substantial contacts with
customers, clients, investors, consultants and
strategic partners of the Company and/or its
Affi liates and hereby acknowledges a fi duciary and
confi dential relationship existing in the Company
and/or its Affi liates by reason of the Directors
having received and been privy to client, customer
and other proprietary information which would give
the Distributor an advantage in attracting the
Company and/or its Affi liates’ clients, customers or
employees. In light of the foregoing, during the
term of the Distributor’s association with the
Company and even after the termination of this
Agreement, the Distributor shall not either
individually or on behalf of or through any other
person including his or her relatives, business,
enterprise or entity, directly or indirectly, solicit,
divert or appropriate or attempt to solicit, divert,
encourage or appropriate, any investors, clients,
strategic partners or customers (referred to
collectively herein as “Clients”) of the Company
and/or its Affi liates who were:
(i) Clients of the Company and/or its Affiliates; or
(ii) Either individually or on behalf of or through any
person, business, enterprise or company, directly or
indirectly, employ or retain, or knowingly permit any
person, business, enterprise or company directly or
indirectly controlled by the Employee to employ or
retain, or solicit, entice, encourage or persuade or
attempt to solicit, entice, encourage or persuade
any other employee of the Company and/or its
Affiliates, to leave the services of the Company and/
or its Affiliates for any reason.
8
22. INDEMNITY
a. The Distributor hereby undertakes to indemnify,
defend and hold harmless the Company, its
affiliates, officers, directors, employees, agents,
successors and assignees (collectively the
“Indemnified Parties”) from and against all claims,
damages, losses and expenses, including court
costs and reasonable fees and expenses of
attorneys, expert witnesses and other professionals,
arising out of or resulting from:
(i) All liabilities, claims, demands, damage, costs,
and expenses (including attorneys’ fees) on account
of injury to the Personnel, resulting there from
arising out of the provision of Services, and
performance of this Agreement. Any action by a
third party against the Indemnifi ed Parties that is
based on any negligent act, material omission or
willful misconduct of the Distributor or any of the
Personnel and which results in: any violation of any
statute, ordinance, or regulation;
(ii) Any misrepresentation of any representation or
warranty of the Distributor under this Agreement or
any breach of the provisions of the Agreement by
the Distributor;
(iii) The Distributor’s failure to perform any of its
obligations under this Agreement;
(iv) Any failure by the Distributor to comply with the
Applicable Law; and
(v) Anything done or omitted to be done through
negligence, default or misconduct of the Distributor
or of its officers, directors, employees or agents.
23. DISCLAIMER AND LIMITATION OF LIABILITY
In no event shall either Party be liable for any
special, punitive, incidental, indirect or
consequential damages, including but not limited to
any loss of profits, revenue, business or data of any
kind in connection with this Agreement, whether
under contract, tort, or otherwise, including for
negligence, even if the other Party has been
informed in advance of the possibility of such
damages.
24. CONFIDENTIALITY
Confidentiality Obligations:
a. The Distributor shall, at all times regard, preserve
and maintain as confi dential all Confi dential
AXA GUIDE - Distributor Agreement
Information of the Company, howsoever obtained
and agrees that it shall not, without obtaining the
written consent of the Company disclose, transmit,
reproduce or make available any such Confi dential
Information to any person, fi rm, company or any
other entity other than its directors, partners,
advisors, agents or employees, who need to know
the same for the purposes of providing the Services.
b. The Distributor shall not, unless otherwise agreed
herein, use any such Confi dential Information and
materials for its own benefi t or the benefi t of others
nor do anything prejudicial to the interests of the
Company or its projects.
c. The Distributor shall be responsible for ensuring
that the use of Confi dential Information by its
directors, partners, advisors, agents or employees, is
in accordance with the terms and conditions and
requirements of this Agreement. In maintaining
confi dentiality hereunder, the Distributor on
receiving the Confi dential Information and materials
agrees and warrants that it shall:
d. Take at least the same degree of care in
safeguarding such Confi dential Information and
materials as it takes for its own Confi dential
Information and such degree of care shall be at
least, that which is reasonably calculated to prevent
such inadvertent disclosure;
e. Keep the Confi dential Information and any
copies thereof secure and in such a way so as to
prevent unauthorised access by any third party;
f. Limit access to such confi dential information and
materials to those of its directors, partners, advisors,
agents or employees, who are directly involved in
the consideration/evaluation of the Confi dential
Information and contractually bind each of its
directors, partners, advisors, agents or employees
so involved to protect the Confi dential Information
and materials in the manner prescribed in this
document;
g. Upon discovery of any unauthorised disclosure or
suspected unauthorised disclosure of Confi dential
Information, promptly inform the Company of such
disclosure in writing and immediately return to the
Company all such information and materials, in
whatsoever form, including any and all copies
thereof; and
h. On receipt of a written demand from the
C o m p a n y, i m m e d i a t e l y re t u r n a l l w r i t t e n
Confi dential Information and all copies thereof
9
provided to, or produced by it or its partners,
advisors, as the case may be, which is in the
Distributor’s possession or under its custody and
control.
i. The restrictions set out above shall not apply to
any Confi dential Information which is (i)  Previously
known to the Distributor without an obligation of
confi dence; (ii)  Independently developed by or for
the Company; (iii) Acquired by the Distributor from
a third party which is not, to its knowledge, under an
obligation of confi dence with respect to such
information; or (iv)  Which is or becomes publicly
available through no breach of this Agreement.
j. The confi dentiality obligations shall survive the
expiry or termination of this Agreement and shall
subsist for a period of 3 (Three) years thereafter.
k. Not foregoing the generality of the Clause 24
(Confidentiality) above, it is hereby clarifi ed that,
without the prior written consent of Company, the
Distributor may not disclose in its external
communication the fact that it has worked for the
Company by identifying the Company’s name or
brand name, reproducing its logo or otherwise
identifying the Distributor as a service provider to
the Company.
l. The Distributor acknowledges and confi rms that
any Proprietary Information shared is in reliance of
the Distributor’s representations and warranties
hereinto abide by the terms and conditions of this
agreement. The Distributor also acknowledges that
any of its obligations or the Company’s rights are in
addition to and do not substitute any right or
obligation under applicable law relating to the
Proprietary Information or any other binding
agreement or arrangement between the Parties.
25. PROPRIETARY INFORMATION
a. The Distributor hereby acknowledges and
accepts that the Company is the owner of all right,
title, interest with the Proprietary Marks. As such, the
Company agrees to indemnify and hold harmless
that the Distributor’s use of the Proprietary Marks
infringes on the rights of any third party. In that
circumstances, the Distributor agrees to notify the
Company of the claim as well as cooperating to the
maximum extent possible in the Company’s defence
and/or settlement of the Claim.
b. In conjunction with other provisions incorporated
in this Agreement, the Company hereby grants the
AXA GUIDE - Distributor Agreement
Distributor a limited, non-exclusive, revocable
license to use, reproduce, publicly display or
distribute the Proprietary Marks pertaining to the
agreed terms and conditions set forth in this
Agreement. The Proprietary marks used for any
purpose not directly related to these terms must be
executed with the express written permission of the
Company.
c. All Proprietary Information disclosed by the
Company shall be deemed to be the Proprietary
Information of the Company, including, but not
limited to, third-Party confi dential, proprietary or
trade secret information that such Party is obligated
to protect, and
d. Proprietary Information shall be deemed to be
disclosed by the Company if such Proprietary
Information is disclosed by any of its partners,
affiliates, officers, employees, directors, contractors,
agents or representatives or is otherwise disclosed
o n b e h a l f o f s u c h Pa r t y ( C o l l e c t i v e l y,
Representatives”).
e. Without the prior written consent of the
Company, the Distributor will not, and will direct its
Representatives not to, disclose to any third person
that any Proprietary Information has been made
available from the Company or that an evaluation of
the Business Transactions is taking place.
For purposes of this Agreement, “Proprietary Information”
of the Company shall mean:
(i) Information disclosed by the Company relating to
product development strategy and activity, product
concepts and features, marketing strategies,
corporate assessments and strategic plans, pricing,
financial and statistical information, accounting
information, identity of suppliers and vendors,
software, systems, processes, formulae, inventions,
discoveries, policies, guidelines, procedures,
practices, disputes or litigation;
(ii) Confidential, proprietary or trade secret
information orally disclosed by the Company
identified as such on the date of its first disclosure,
with a written summary thereof provided to within
thirty (30) days of disclosure;
(iii) Confidential, proprietary or trade secret
information disclosed by the Company that is clearly
and conspicuously identified in writing as such at
the time of its first disclosure;
(iv) Confidential, proprietary or trade secret
information disclosed by the Company, which a
10
reasonable person employed in the mortgage
industry or Recipient’s industry would recognise as
such;
(v) Information disclosed by the Company relating
to employees, contractors or customers which, if
released, would cause an unlawful invasion of
privacy under applicable law, or
(vi) any compilation or summary of information or
data that contains or is based on Proprietary
Information.
26. PROTECTION
The Distributor agrees to:
(a) Receive Proprietary Information disclosed
hereunder in confi dence,
(b) Implement appropriate measures to maintain
the confi dentiality, security, and integrity of such
Proprietary Information and not disclose such
Proprietary Information to third parties
(c) Distributor’s Representatives acting for the sole
benefi t of the Service Provider, who have a need to
know, are under a duty of non-disclosure with
respect to such information, and are under a duty to
implement appropriate measures to maintain the
confi dentiality, security and integrity of such
information, and
(d) Distributor’s regulators, upon request, subject to
Distributor’s formal request that such information be
treated in confi dence and Distributor only discloses
that portion of the Proprietary Information that is
legally required to be furnished pursuant to the
opinion of its legal counsel), which efforts shall
accord such Proprietary Information at least the
same level of protection against unauthorised use
and disclosure that Distributor accords to its own
information of a similar nature but no less than a
commercially reasonable degree of protection, use
or permit the use of such Proprietary Information
solely in accordance with the terms of this
Agreement for the discussion and/or evaluation of
the Business Transactions, promptly notify the
Company in writing of any actual or suspected loss
or unauthorised use, disclosure or access of the
Company's Proprietary Information of which it
becomes aware, and take all steps reasonably
requested by the Company to limit, stop or
otherwise prevent such loss or unauthorised use,
disclosure or access, and be responsible for any
violation of this Agreement by its Representatives.
AXA GUIDE - Distributor Agreement
27. CONFIDENTIALITY UNDERTAKING WITH
RESPECT TO INTELLECTUAL PROPERTY RIGHTS
(IPR)
The Distributor is aware that he shall be in
possession of certain highly confidential information
pertaining to the designs and requisite intellectual
property rights (IPR), notes in both soft and hard
forms, visual or writing. In all such instances, the
information given by the Company that is
disseminated / used by the Distributor to prepare
the design / its improvement or allied services, as
per the specifications and demand of the Company,
shall be construed as the Proprietary right of the
Company and the Distributor shall not stake any
kind of right over the same, nor create a lien over it
and shall be subject to the terms and conditions
enumerated in this agreement
a. Obligations of Confidentiality and Non-Use:
(i) The Distributor is prohibited from disclosing the
other party’s (the “Company”) Confi dential
Information (as defi ned below) to any persons who
do not have a need-to-know and a right to access
and use such information. In addition, the
Employee;
(ii) Shall take all reasonable steps to prevent
unauthorised access to the Company’s Confi dential
Information, and
(iii) Shall not use the Company’s Confi dential
Information or authorise or permit other persons to
use the Company’s Confi dential Information, for any
purposes other than in connection with performing
its obligations or exercising its rights under the
Agreement. Specifi cally, the Distributor shall not
expose any materials received from the Company to
any third party and in particular to any competitor
who might gain a fi nancial advantage in the receipt
of these materials. As used herein, “Reasonable
Steps” means steps that either Party takes to protect
its own confi dential or proprietary information of a
similar nature, which steps shall be no less than
those necessary to exercise reasonable care.
b. Distributor’s Obligation:
The Distributor shall advise all persons to whom the
Distributor discloses the Company’s Confidential
Information of the Distributor’s obligations of
confidentiality and non-use under this Section. In
addition, the Distributor shall require all persons to
whom the Distributor provides access to the
Company’s Confidential Information, including its
11
associates if necessary, to execute confidentiality or
non-disclosure agreements containing provisions at
least as protective as those contained herein.
c. Unauthorised Disclosure:
(i) The Distributor shall promptly notify the
Co m p a n y i f t h e D i s t r i b u t o r l e a r n s o f a n
unauthorised disclosure or release of the
Company’s Confi dential Information by any person
obtaining such Confi dential Information from or
through the Distributor, and shall reasonably assist
the Company in any action taken against the
person(s) responsible for,
1. Unauthorised release;
2. Use of any Proprietary Information for its own
benefit or for the benefit of others, in any manner
whatsoever, except with the Company's prior
written authorisation and consent;
3. Failure to hold in confidence all Confidential/
Proprietary Information received from the Company
pursuant to this Agreement;
4. Failure to protect the Confidential/Proprietary
Information and take all safeguards necessary for
the same from being disclosed, destroyed,
tampered, copied, conveyed or communicated and
accessed by any third party;
5. Violating the principles of infringement and
passing off;
6. Filing any design application based upon or
disclosing any of Company's Confi dential/
Proprietary Information or process;
7. Using the Confidential/Proprietary Information for
any purpose (including, but not limited to, any
competitive or commercial purpose) other than in
relation to the Performance of its obligation under
the consulting agreement; and
8. Failing to take all reasonable precautions in
handling, evaluating, using and disposing of the
Confidential/Proprietary Information, and the
Directors shall be solely responsible for damages
arising from any failure to do so:-
(ii) The Distributor will promptly notify the Company
if he becomes aware of any breach of confi dence
by any person, fi rm or corporation to whom it has
divulged all or any part of the Confi dential /
Proprietary Information or who becomes aware of it
AXA GUIDE - Distributor Agreement
in an unauthorised way, and will give the Company
all reasonable assistance in connection with any
proceedings which the latter may institute against
such person, fi rm or corporation to prevent
disclosure of such Confi dential/Proprietary
Information.
(iii) The Distributor agrees that Confi dential/
Proprietary Information provided by the Company is
and shall remain the exclusive property of the
Company and they shall not acquire by implication
or otherwise any right in, title to or license in respect
of any Confi dential / Proprietary Information
supplied by or on behalf of or relating to the
Company.
(iv) The Distributor shall not do/omit to do any such
act, for any client, detrimental to the distinctiveness
and signifi cance of any product designed or sold or
serviced by the Company.
(v) The Distributor shall not seek to register for any
client, without prior written Agreement of the
Company, any functionally equivalent derivative
product or service design or derivative product or
service in respect of the specifi c class or services
under which the design or service of the Company
is registered/unregistered.
28. COVID GUIDELINES:
a. The Company states that the information
disclosed by it is accurate and reliable to the best of
its knowledge. However neither the Company nor
any of its affi liates will be liable for any direct,
indirect or consequential loss or damage suffered
by any person as a result of relying on any
statement contained in or omitted from the
Confi dential/Proprietary Information except as may
be expressly set out in any fi nal and binding
Agreement entered into by the “Parties” in relation
to the performance of its obligation under any
contract, and subject to such limitations as maybe
set out in that contract.
b. The Distributor shall observe and adhere to all
the guidelines and precautionary measures
p e rt a i n i n g t o COV I D - 1 9 i m p o s e d b y t h e
Government from time to time and the Distributor
shall be solely responsible for all liabilities, claims,
demands, damage, costs, and expenses (including
attorneys’ fees) on account of injury to his
employees, including death resulting there from
arising out of the provision of Services, and
performance of this Agreement.
12
c. The Distributor undertakes to agree to indemnify,
defend and hold harmless the Company and its
Affi liates, Directors, Offi cers, Shareholders, Stake
Holders, Agents, Successors and permitted assigns
(collectively, the “Indemnifi ed Parties”) from and
against, and shall pay and reimburse the
Indemnifi ed Parties for, any and all liabilities, losses,
damages, costs, claims, actions, proceedings,
judgments, awards, settlements, expenses
(including attorneys’ fees) or the like which may be
incurred or suffered by the indemnifi ed parties as a
result of violation of applicable provisions relating
to COVID-19 guidelines.
29. SET-OFF
With respect to any amount owed or payable to the
Company by Distributor, the Company may, upon
notice to Distributor, deduct the amount owed or
payable against any amount that is owed or payable
(Including Charges) to Distributor under this
Agreement.
30. STEP-IN RIGHTS
a. In the event Distributor commits a breach of this
Agreement in the provision of the Services that;
(i) results in, or (ii) is reasonably likely to result in, in
each case a significant impact on the ability of the
Company to conduct a critical aspect of its
operations, and Distributor is unable to cure such
breach within five (5) (Five) days (in the case of
clause (i)) or ten (10) days (in the case of clause
(ii)) of receiving notice of such breach from the
Company, the Company may step-in and perform
for itself (including through step-in) or obtain from
a third party the affected Services related to such
operations until such time that Distributor can
demonstrate to the Company that Distributor has
the capability to resume the performance of such
affected Services in accordance with this
Agreement.
b. During any period for which the Company is
exercising its right to step-in in accordance with this
Section ‘Step-in Rights’, the “Parties” shall meet at
least weekly to discuss Distributor’s progress
towards remedying the event that gave rise to the
Company’s step-in right and the Company shall
cooperate with Distributor in good faith to resolve
such event.
c. By exercising its right to step-in the Company
shall not, and shall not be deemed to, assume any
obligation to resolve the event that gave rise to its
AXA GUIDE - Distributor Agreement
right to step-in. Distributor shall be liable to the
Company for the Company’s costs and expenses
incurred as a result of exercising its rights under this
Section  “Step-in Rights” during the fi rst (Thirty)
(30) days of each step-in; provided, however, that
the Company shall not be relieved of its obligation
to pay Charges because of a step-in by the
Company under this Section “Step-in Rights”.
d. The Company’s exercise of its rights under this
Section shall not,
(i)  Constitute a waiver by the Company of any of
rights it may have with respect to such failure
(including the Company’s rights to terminate this
Agreement), or
(ii) Relieve Distributor of any of its obligations under
this Agreement (including any obligation or liability
in relation to the event that gave rise to the
Company’s step-in right).
e. Distributor shall cooperate with the Company
and any third parties in respect of such step-in
including by providing reasonable access to
Software, Equipment and Distributor Service Sites
and any other assistance and information
reasonably requested by the Company, subject to
Distributor’s rights to permit the Company such
access.
f. To the extent Distributor does not have all rights
necessary to permit the Company such access,
Distributor shall use commercially reasonable efforts
to obtain all rights necessary to permit the
Company such access.
31. STEP-OUT
a. If the Company has exercised its “Step-in-
Rights“ in accordance with the above Section, the
Company may elect to cease exercising such “Step-
in-Rights“ at any time by providing a “Step-Out
Notice” to Distributor. Within (Ten (10) business
days of the Company exercising such “Step-in-
Rights“, Distributor shall develop a “Step-Out
Plan” to demonstrate to the Company how it will
resume the performance of the applicable Services
and shall provide such “Step–Out Plan” to the
Company for approval.
b. Approval by the Company of the “Step–Out
Plan” shall not constitute a waiver by the Company
of any rights it may have if Distributor is unable to
perform the Services or any of Distributor’s
obligations under this Agreement. Following
13
receipt and review of any “Step–Out Plan”, the
Company shall either (i)  Confi rm the date for
resumption of the affected Services by Service
Provider, or (ii) Upon consulting Distributor, revise
such date to refl ect a new date for implementation
of the “Step–Out Plan”.
c. Once the Company has provided notice of the
date for its step-out in accordance with the
foregoing, Distributor shall, and shall devote all
resources necessary to, implement the “Step–Out
Plan” in order to effect the transfer of performance
of the affected Services to Distributor.
d. In implementing the “Step–Out Plan” and at all
times after Distributor resumes performance of the
affected Services, Distributor shall perform the
affected Services in accordance with this Agreement
and the applicable Statement of Work, and all
applicable Performance Requirements and Service
Levels.
32. FORCE MAJEURE
a. The “Parties” shall not be liable for any default or
non-performance of obligations under this
Agreement, if such default or non-performance of
obligations under the Agreement is caused by an
event, which is beyond the control of the “Parties”
which they could not foresee or with a reasonable
amount of diligence could not have foreseen and
which substantially affects the performance of the
Agreement, such as acts of God, wars earthquake
and fi re but does not include any fault or
negligence or carelessness on the part of the
“Parties”, resulting in such a situation (each a
“Force Majeure Event”).
b. In the event of any intervening Force Majeure
Event, each Party shall notify the other Party, in
writing, of such circumstances and the cause
thereof, immediately. Unless otherwise directed by
the other Party, the Party pleading Force Majeure
Event shall continue to render/perform/discharge
other obligations as far as they can be reasonably
attended/fulfi lled and shall seek all alternative
means for performance affected by the Force
Majeure event.
c. The Party so affected by a Force Majeure Event
shall use its best efforts to remove the cause of non-
performance, and the Parties shall resume
performance immediately after the Force Majeure
Event is removed.
AXA GUIDE - Distributor Agreement
d. Notwithstanding anything contained in Clause
13.2.b. (Termination for Cause), in case a Force
Majeure Event continues to affect the Distributor for
a consecutive period of more than (Fifteen) (15)
days, the Company shall have the right to terminate
this Agreement without any liability towards the
Distributor.
33. ASSIGNMENT
a. The Distributor agrees that it shall not be entitled
to assign any or all of its rights and/or obligations
under this Agreement to any entity including its
affi liate, without the prior written consent of the
Company.
b. I f t h e Co m p a n y u n d e rg o e s a m e rg e r,
a m a l g a m a t i o n , t a k e o v e r, c o n s o l i d a t i o n ,
reconstruction, change of ownership, etc., this
Agreement shall be considered to be assigned to
the new entity and such an act shall not affect the
rights of the Company and the Distributor under
this Agreement.
34. SUB-CONTRACTING
The Distributor shall not be entitled to sub-contract
to any third party any part of its obligation under the
Agreement. The Distributor shall not assign, transfer,
sublicense or otherwise allow any other person or
business to use any of the Proprietary Marks.
35. DISTRIBUTOR POINT LOCATION
Company Distributor Point Location for this
Distributor M/s_________alllotted is ________(D.P.
CODE), _____________City (AG C CODE), in Zone
(AG CODE) under this Distributor Agreement.
36. TAX REGISTRATION
The Distributor is assessed to tax in India and the
Permanent Account Number allotted to the
Distributor is AXXXX0000B, the Tax Deduction
Account Number is AXXXX0000B, and the Goods
a n d S e r v i c e s Ta x Re g i s t rat i o n N u m b e r i s
AXXXX0000B.
37. GOVERNING LAW AND DISPUTE
RESOLUTION
a. This Agreement shall be governed by the laws of
India as applicable between residents of India
without regard to any principles of Confl ict of
14
Laws. Subject to Clause 20 (Ownership of
materials and Intellectual Properties disputes under
or connected with this Agreement or arising out of
this Agreement shall be subject to the exclusive
jurisdiction of the courts at Hyderabad.
b. All disputes arising from or in connection with tis
Agreement shall be referred to and fi nally settled
by arbitration in accordance with the Indian
Arbitration and Conciliation Act, 1996, presided by
a sole neutral arbitrator appointed by the Company.
Judgment upon the arbitral award may be entered
in any court having jurisdiction over the “Parties” or
their assets. The arbitration proceedings shall be
held at Hyderabad. The arbitration proceedings
shall be conducted in the English language.
c. Notwithstanding the foregoing, a Party may seek
appropriate interim or provisional reliefs including
any injunctive reliefs in any court having jurisdiction
over the subject matter thereof to enforce and/or
prevent breach of its rights and remedies in and
arising out of this Agreement.
38. MISCELLANEOUS
a. Relationship between Parties
Both “Parties” understand and accept that this
Agreement between the Company and the
Distributor as evidenced by it are on a principal to
principal basis and nothing herein contained shall
be construed or understood as constituting any
agency, employment or partnership between the
“Parties”. The Distributor is and shall remain an
independent contractor in the performance of its
obligations hereunder, maintaining complete
control over its employees, agents, and operations
required for performance of the obligations under
this Agreement. Nothing under this Agreement,
including complying with obligations under Clause
3.1(c) (Undertakings of the Distributor) creates an
employer-employee relationship between the
Company and the Personnel. Further, the Personnel
are not eligible for any group insurance or any other
employee benefits provided by the Company to its
employees and the Company’s policies pertaining
to employee benefits shall not be applicable to the
Personnel. The Company shall not in any way be
liable in respect of any act or omission on the part
of the Distributor towards its statutory, contractual
or other obligations with respect to its employees
and other personnel.
b. Waiver
The failure, with or without intent, of any Party
hereto to insist upon the performance by the other
AXA GUIDE - Distributor Agreement
Party, of any term or stipulation of this Agreement,
shall not be treated as, or be deemed to constitute,
a modification of any of the terms or stipulations of
this Agreement. Nor shall such failure or election be
deemed to constitute a waiver of the right of such
Party, at any time whatsoever thereafter, to insist
upon performance by the other, strictly in
accordance with any terms or provisions hereof.
c. Entire Agreement
The “Parties” hereto confirm and acknowledge that
this Agreement (including the Annexure(s) hereto),
shall constitute the entire agreement between them
and shall supersede and override all previous
communications, either oral or written, between the
“Parties” with respect to the subject matter of this
Agreement, and no Agreement or understanding
varying or extending the same shall be binding
upon any Party hereto unless arising out of the
specific provisions of this Agreement.
d. Severability
Should any part of this Agreement be declared
illegal or unenforceable, the “Parties” hereto will
co-operate in all ways open to them to obtain
substantially the same result or as much thereof as
may be possible, including taking appropriate steps
to amend, modify or alter this Agreement. If any
term or provision of this Agreement shall be
hereafter declared by a final adjudication of any
tribunal or court of competent jurisdiction to be
illegal, such adjudication shall not alter the validity
or enforceability of any other term or provision, it
being intended that all of the rights and privileges
of the “Parties” hereto shall be enforceable to the
fullest extent permitted by Law.
e. Amendment
No amendment, modification or addition to this
Agreement shall be effective or binding on either of
the “Parties” hereto unless set forth in writing and
executed by them through their duly authorised
representatives.
f. Counterparts
This Agreement may be executed in (2) (Two)
counterparts, each of which will be deemed an
original, but all of which together will constitute one
and the same instrument. The Company can
execute by using electronic signature (“e-signature”)
services to facilitate the signing of agreements. By
using e-signature services initiated by the Company
to sign this Agreement, the Company and the
Distributor intend to be bound by their e-signatures
and such e-signatures shall have the same legal
15
effect as manual affixed pope version or manual
paper version of the Agreement.
g. Consent
The “Parties’ respective legal rights and obligations
and the practical and legal effects of this Agreement
have been fully explained to each Party by their
respective counsel, and that having had such
advice, the “Parties’ clearly understand and assent
to all the provisions hereof and each of them is
signing this Agreement freely and voluntarily.
addressed as follows or to such other address as
may be designated by notice being effective on the
date received or, if mailed as set above, 3 (Three)
days after the date of mailing:
If to the Company:
Registered Office Address:
Zysol Integrated Solutions Private Limited,
B-409, The Platina, Gachibowli, Hyderabad - 500032
Telangana State, India.

Designated Contact Person:

38. NOTICE
Mr. Raghavender Reddy .N.
Any notice or other communication required or
permitted by this Agreement shall be in writing, in Phone: +91 40 2955 3955
English, delivered by certified or registered mail, Email: distributor@axaguide.com
return receipt requested, postage prepaid and

ANNEXURE If to the Service Provider:

REVENUE MODEL PROPOSED
Registered Office Address:
BUSINESS DEPARTMENT PERSONNEL(S) SALARY IN (₹)

BUSINESS MANAGER 1 6,00,000

BUSINESS EXECUTIVES 4 19,20,000 Designated Contact Person:

FINANCIAL COUNSELLORS 2 7,20,000
Phone:
TOTAL 7 32,40,000
Email:
OPERATIONS DEPARTMENT PERSONNEL(S) SALARY IN (₹)

OPERATIONS MANAGER 1 6,00,000

FRONT OFFICE EXECUTIVE 2 4,80,000

TELE CALLING EXECUTIVES 4 12,00,000

GROUND FORCE BOYS 4 7,20,000

DOCUMENTATION EXECUTIVES 4 12,00,000

TOTAL 14 42,00,000

ACCOUNTS DEPARTMENT PERSONNEL(S) SALARY IN (₹)

ACCOUNTS MANAGER 1 3,60,000

ACCOUNTS EXECUTIVE 1 2,40,000

TOTAL 2 6,00,000

HOUSE KEEPING DEPARTMENT PERSONNEL(S) SALARY IN (₹)

HOUSE KEEPING MAID 1 1,20,000

OFFICE BOY 1 1,20,000

TOTAL 2 2,40,000

REVENUES (PROPOSED) PER ANNUM DIGITAL AGENCY

LOAN PROPOSALS/ENQUIRIES VALUE 4800 | 2400 2400 | 1000

GROSS INCOME PER YEAR ₹2,42,00,000 ₹1,00,00,000

SALARIES & FIXED EXPENSES (PROPOSED)

SALARIES PER YEAR ₹ 82,80,000

FIXED EXPENSES PER YEAR ₹24,00,000

NET INCOME PER YEAR ₹ 2,35,20,000

AXA GUIDE - Distributor Agreement 16