IMPERFECT TRAVELS SERVICE FEE AGREEMENT

This Service Fee Agreement (“Agreement”) is effective the date last written below by and between the
Parties hereto:
1. Service Provider: Imperfect Travels ), working with the Seller -contact “Team Member,” ….., to
facilitate the purchase of “” from 3M Company, and

Buyer:

___________________________________________________________
Officer Name & Title: ___________________________________________________________.

The Service Fee is for the subject Transaction whereby, the Buyer is seeking to buy 2.5 million
of Product “Mask 3M 8210” for FOB delivery location Delhi with Buyer’s Purchase Order to
3M Headquarters (“3M”) dated ________________, 2020 (the “Order”). Buyer acknowledges
that IMPERFECT TRAVELS and its Team have provided good and valuable services in pre-
qualifying Buyer, assembling and reviewing documents, preparing the Order package,
submitting the Order to 3M, helping resolve any issues raised during 3M due diligence, and that
submission is through IMPERFECT TRAVELS’s valuable, proprietary relationship with a 3M
direct Distributor’s representative (who provides preliminary Order screening, facilitates Order
acceptance into the 3M processing system, and works diligently directly with 3M as an advocate
for the Buyer). Accordingly, the Parties agree to the following terms and conditions:

1. THE Buyer understands it will pay for the subject Transaction is (a) the PURCHASE ORDER
PRICE negotiated directly between 3M and Buyer when 3M follows up with Buyer on this Order,
and (b) the SERVICE FEE herein as stated in Point no. 4. Prices are impacted by production line
backlogs and demand within certain ranges for a given geography, can vary greatly in different
locations, and are subject to change by 3M in this high-demand environment.
2. PURCHASE ORDER PRICE: The final 3M Purchase Order Price (production cost) will be
determined directly between Buyer and 3M when 3M contacts Buyer with its proposed final
terms, schedule and price for the specific situation. Buyer can accept or reject 3M’s offer of price
and terms in its sole discretion. IMPERFECT TRAVELS gets the Buyer directly at the table with
3M; so no other avenue/distributor/introducer can obtain any better 3M production / purchase
order price for the specific product, quantity, geography, buyer type, and 3M’s credit assessment.
3. PAYMENTS: Product payment terms are negotiated directly between 3M and Buyer. Only after
Buyer accepts 3M’s final terms, will the Buyer shall pay 3M for the product through the
negotiated terms. All payments will be directed from Buyer to 3M (using the escrow bank
account, as and when the product is confirmed available FOB). After the Buyer accepts 3M’s
final terms for the product, the Buyer will send the IMPERFECT TRAVELS team’s SERVICE
FEE to IMPERFECT TRAVELS’s bank account, details for the same areas provided below.
Buyer’s fee obligations to IMPERFECT TRAVELS shall only be effective if Buyer chooses to go
forward with 3M on this Order. If Buyer chooses to reject 3M’s offer, Buyer will have no further
obligation to IMPERFECT TRAVELS hereunder except to honor the exclusivity of IMPERFECT

Service Fee Agreement for 3M Masks – Page 1

 TRAVELS’ introduction of Buyer to the 3M Distributor and IMPERFECT TRAVELS’ Team
Members for future Buyer orders of equipment, supplies and services.

4. SERVICE FEE& PAYMENT: The Buyer agrees to pay IMPERFECT TRAVELS Service Fee
of INR 19 in per piece of mask purchased from 3M plus the GST at applicable rates. This
Service Fees shall be in addition to the amount paid by the Buyer to 3M for the purchase of
masks. The Buyer shall release the payment to IMPERFECT TRAVELS as soon as the
consignment of masks reach the destination airport (the product is confirmed available FOB) as
mutually agreed between the _____ (buyer) and IMPERFECT TRAVELS (service provider).
Buyer acknowledges the IMPERFECT TRAVELS Team will have earned this Service Fee for its
facilitation, introductions, packaging and other services rendered in effecting this Transaction.
Details of Bank accounts:

Imperfect Travels
163102000033141
Current
IDBI BANK LTD
Sector-3 ,Rohini, ND-110085
IBKL0000163

The above terms are confirmed by the buyer and IMPERFECT TRAVELS through signatures on
Page three of this agreement.

5. NON-CIRCUMVENTION: Buyer grants IMPERFECT TRAVELS exclusivity for this

transaction and also for all introductions made by a IMPERFECT TRAVELS Team Member or
the 3M Distributor or distributor-representative here to persons with whom Buyer did not have a
previously existing relationship. Buyer will not circumvent IMPERFECT TRAVELS for any
future equipment or supplies it purchases through this same 3M representative, or any
IMPERFECT TRAVELS Team Member unless it can show an established business relationship
with such person prior to the date of this Agreement. Any violation of this provision may cause
irreparable, actionable damages and harm to IMPERFECT TRAVELS and its Team for which the
buyer shall be solely liable and be responsible to repatriate the damages if there exist any such
violations.
6. CONFIDENTIALITY: Both Parties agree to protect the “confidential information” of the other
as that term is in customary commercial use and including also all introductions made by one
Party to the other as well as the terms of this Agreement except on a need-to-know basis or within
a Party’s own company, group, affiliates, attorneys, bankers or other authorized agent(s).
7. BUYER REPRESENTATIONS: In addition, Buyer covenants, represents and warrants that:
a. Buyer will ensure the end user of the products in this Order is the same as specified in the
Letter of Intent (LOI) Buyer submitted to 3M through IMPERFECT TRAVELS for this
Order.
b. Buyer has and will maintain all licenses, permits and other authorizations required for its
full legal compliance in effecting the purchases and product usage contemplated herein,

Service Fee Agreement for 3M Masks – Page 2

 and will conduct its activities in connection herewith in compliance with all applicable
laws, among them securities, healthcare, banking, commercial law, etc in the respective
destination where the product (Mask 3M 8210) are being delivered.
c. Buyer will make payments on both the product invoices (to 3M) and this Agreement (to
the Escrow bank account) at the time when the product (Mask 3M 8210) land at the
destination place as mutually decided between the buyer and IMPERFECT TRAVELS,
with good, clean funds of non-criminal origin, and it has the financial and cash flow
capacity to do so timely and fully.
d. Buyer will not hold IMPERFECT TRAVELS responsible for any action, inaction,
breaches, product defects or other claims related to its subject transaction with 3M and
the products to be delivered to Buyer under the agreement is establishes with 3M, and
Buyer acknowledges IMPERFECT TRAVELS and its associates and attorney have no
control over 3M or Buyer.
e. Buyer will indemnify, defend and hold IMPERFECT TRAVELS, its owner, officers,
agents, affiliates, attorneys, and any party covered by the agreement who facilitated this
transaction from and against any losses, claims, damages, costs and expenses or other
liabilities such indemnified party incurs as a direct or indirect result of any breach by
Buyer or its agent(s) of its obligations hereunder, or any circumvention, malfeasance,
misfeasance, gross neglect or omission by Buyer or its agent(s).
8. MISCELLANEOUS:
a. This Agreement shall not be amended, terminated, assigned, pledged or otherwise
transferred, whether required by law or otherwise, without the prior written consent of the
both the parties i.e. the buyer and IMPERFECT TRAVELS.
b. This Agreement shall be governed by, construed and enforced in accordance with the
applicable laws in India. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective heirs, successors and permitted assigns.
c. Any forbearance or waiver by a Party of any breach or violation of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach or
violation hereof.
d. Any provision found to be unenforceable as written but which would be enforceable if
modified shall be construed herein as though rewritten in compliance with applicable
law.

The within and foregoing SERVICE FEE AGREEMENT is Agreed and accepted by:

IMPERFECT TRAVELS
By: X___________________________________ Date:
Name Email:
Address:

Service Fee Agreement for 3M Masks – Page 3

and
BUYER: (Company Name) ________________________________________________
By: X_________________________________________ Date: ___________________________
Name/Title: _________________________________________ Email:  _______________________
Address: _____________________________________________________________________________

Service Fee Agreement for 3M Masks – Page 4