AGREEMENT

THIS AGREMENT IS MADE AT GURGAON ON---------------------2021.

1. GGJ Solutions Pvt. Ltd., a private company incorporated under the provisions of
the Companies Act, 2013 having its registered office at A-501, 5th Floor, A Wing,
Mangalya Building, Marol Maroshi Road, Opp. Fire Brigade, Andheri (East),
Mumbai, Maharashtra-400059 and its Corporate Office at Plot No.112, 3rd Floor,
Udyog Vihar, Phase-1, Gurugram, Haryana-122016 (hereinafter referred to as “THE
COMPANY” or “ICHHAPURTI” or “GGJ”, which expression shall unless it be
repugnant to the context or meaning thereof be deemed to mean and include its
affiliate/s, subsidiary(s), and permitted assigns) of the First Part.

AND

M/s-------------------------and having its Registered-Office at

(hereinafter referred to as “Carrying & Forwarding Agents” or “C&F” or
“Agent”) which expression shall unless it be repugnant to the context or meaning
thereof be deemed to mean and include its affiliate/s, subsidiary(s), and permitted
assigns) of the Second Part.

2. WHEREAS:
i. The Company is the absolute, exclusive, and sole owner of the brand name
“GGJ” through its unified online and offline retail platform engaged in the
business of providing daily essentials through its E-commerce web
portal/website, mobile application for online shopping through its business
model, ‘Franchisee-Owned Franchisee-Operated’ (“FOFO”) and through offline
shopping via distributors/ retailers/business partners for distribution, promotion,
sale, and service of products to the end customers (hereinafter called as the
“Goods”) and is desirous of appointing C & Fs on every two District for proper
sales and distribution of its Goods.
ii. C&F is desirous of being appointed as the C & F Agents of the party of the first part for
all its products, present and future for the District. .
iii. In the mutual interest, the party of the first part has agreed to appoint the party of the
second part as its C&F Agents on the mutually agreed terms and conditions set forth
hereunder:

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. That the GGJ hereby appoints M/s -------------------------------------------------------,

party of the second part hereof, as the C & F Agent for the territory of 2 District.

2. That this agreement is effective from ------------ and shall be valid up to

31st December, 2021 which can be renewed thereafter with mutual consent, from
time to time, subject to good performance of the C & F Agent.

3. This agreement shall be at WILL and can be terminated by giving 30 days notice
from either side.
4. That the GGJ will dispatch the goods to the C & F s by trucks, air or such other
mode of transport as may be deemed fit, F.O.R. on destination basis.

5. That the C & F will take delivery and store such goods and keep the same in
accordance with the directions issued by GGJ from time to time and also under safe
custody, proper storage conditions which are required under the provisions of
Act………………. and the rules framed there under, having due regard to the
specific nature of the products. The C & F shall also maintain furnished office
space for GGJ’s personnel, proper records, bills, vouchers, Challans etc. regarding
the goods received and dispatched by them on behalf GGJ G r o u p a t his own
cost. The C & F shall be solely responsible for any damages to the stocks.

6. That the C & F shall help GGJ in GST registration, However other license as
applicable for and on behalf of the GGJ shall be taken by C & F.

7. The inventory of receipts of these goods by C & F s shall be kept recorded through
software WMS & TMS in a separate stock book which would be kept solely for the
GGJs month wise statement of receipts of stock from GGJ and sales thereof
(including monthly statement of realizations and monthly statement of account)
shall be submitted to the GGJ by the C & Fs by the 5th day of the succeeding month.

8. That the C&F shall also maintain a proper Warehouse of minimum admeasuring
5000 Square Feet Area and Office for the purpose of business of GGJ and shall
have adequate staff for the same.

9. That the C & F, on behalf of GGJ and in the name of GGJ shall make all the
transactions, receipts, deposits, payments, etc. and reimbursement upon approval of
GGJ but shall not assume ownership of the goods in any case. C & F shall ensure on
time check whether payment received from BP or not.

10. The staff employed by the C & F will remain in exclusive employment of the C&F
Agent and GGJ will not be responsible for the same in any manner.

11. That the Ownership of the Goods lying with the Agent shall always remain vested
with the GGJ and the seller shall not create any right or interest on the same and
shall not hypothecate, pledge, mortgage or sell or transfer the same, except as per
instructions of GGJ and in the name of GGJ.

12. That the Stocks of GGJ should be kept and maintained separately and should not be
mixed with the stocks of Agents or anybody else, if any.

13. That the C & F shall not solicit orders from any place or party outside the State of
without directions in writing, of the GGJ.

14. That the C & F shall receive the goods from various plants of GGJ and properly
store in the prescribed manner and then in future dispatch the goods to the
person/parties whom they are sold under the guidance of GGJ- representatives/
officers deputed for the purpose.
15. After sales are effected, the C& F Agent will collect Cheque or Draft payable locally
in favour of for Govt ./Institutional sales, and forward the same to GGJ under
Regd. Cover.

16. That the C&F Agent make an investment of Rs. 2 Crores to 5 Crores by its own as
per the SOW annexed in Annexure A. And also assure to GGJ for the Turn Over
of maximum15 Crore per month.

17. That the C&F Agent will supply and sale of GGJ’s products. He shall be
responsible to incur and bear all the necessary administrative expenses including
conveyance, salary etc. (including payments under any statute) of their staff,
postage, telephone, rent for office and Godown office expenses, insurance premium
and other incidental expenses and GGJ will not be required in any way to bear the
same. The following expenses will also be incurred by the C&F Agent on behalf of
GGJ towards the instrument received through the mail.

A. Cartage inward and outward

B. Octroi
C. Freight (as per rates fixed) or on actual basis on production of documents
D. Forwarding expenses of sale documents (postage)

That GGJ will depute one or more of their staff members at the premises of the
C&F Agent and he shall be In- charge of the premises there and give all the
directions to the C&F Agent and the Agent shall work accordingly. He shall have
authority to check/verify the transactions, stock registers, sales Registers,
Invoices, GST and other License files, payment register and other documents.

18. For the services provided, the C & F Agent shall be entitled to a commission of
3% (Three Percent only inclusive of all) for Sales up to 5 Crores ( For above 5
Crore sales, entitled for 2.5 % commission), on the net sale value of the goods
sold by GGJ excluding GST and other charges, if any. The Credit Note for
commission payable shall be sent to the said Agent within 10 days after receipt
of the monthly statement of sales and other particulars. The Minimum Income
Guarantee payable shall be of 3% of Commission or Rs.4Lac whichever is higher.

19. The C & F shall be the part of accomplishing Monthly Business Target upto Rs. 15
Crores.

20. The C & F shall be engaged for minimum for Two District with capacity of 100
Business Partners (BP).

21. The C & F agrees to furnish necessary GST forms as required under the Central
GST and the State GST Laws of the State of the GGJ at the earliest.

22. The party of the first part will replace the damaged and / or expired goods but the
policy and decision of the party of the first part in this regard, will be final and
binding on the party of the second part.

23. That the C&F Agent shall not, without the consent in writing of the GGJ, accept any
offer for sale or offer to sale out goods at prices less than those appearing in the price
 list by software of the GGJ.

24. In Case of termination of this Agency, the Security Deposits of the party of the
second party will be refunded by the party of the first part within sixty days of the
termination of Agency but not before receiving back the remaining stock, books of
account, payment of all dues of GGJ and other details by the party of the First part
from the party of second part.

25. The Party of the second part will deal exclusively in the products of the party of the
first part on the terms and conditions set out in this Agreement for minimum, period
of at least one year.

26. The benefits under this agreement shall not be assignable to any other person or
party. The C&F Agent shall not appoint any agent/distributor/stockist for dealing
with product supplied by GGJ, unless otherwise authorized for this purpose by the
company in writing.

27. That the GGJ will supply the C & F printed letterhead only. The C&F agent will
supply the photocopy of the letter head supplied by GGJ, as and when used by the
C&F agent for the official purpose.

28. That the Agent shall put a board of GGJ at the premises and shall properly
display the same for the convenience of the people.

29. That the C&F Agent assists the GGJ in seeking approval of its products and
registration with various purchasing authorities in the State of .

30. Complaint, if any, received against quality of products supplied by the GGJ shall be
promptly reported to the GGJ at Head Office, Gurgaon with relevant details for
appropriate action within 15 days of receipt of such stocks.

31. That the C&F Agent shall provide the details of their present activities, other
companies’ handled/ status, and turnover for the last 3 years, staff employed,
office/storage area available, to the GGJ.

32. The C&F Agent shall forward all tenders to the GGJ for its consideration and
necessary action and act thereafter as per directions of the GGJ.
The C&F Agent is not authorized to give or submit the documents to any outsider,
In case the C&F Agent is found to be involved in any activity prejudicial to the
interest of the GGJ, this agreement/appointment shall be terminated forthwith and
damages to GGJ as determined by GGJ shall be recovered form Security deposit.
The decision of the GGJ and damages shall be final.

33. That the party will obtain GST registration and other applicale registration in the
State in the name of GGJ and the goods will be billed in the name of GGJ under
GST Registration Number. The party shall submit returns, documents and other
statements to the respective authorities as per law from time to time. Copies of all
invoices including transfer voucher/STNs to RSOs in duplicate along with
statement showing details of orders received to the GGJ at the end of each week
positively along with sales statement and inventory statement, correspondence with
 GST. All records shall be duly signed and stamped by the C&F Agent along with
the RSH who is the authorized officer of the company.

34. That the C&F Agent shall be responsible to cooperate with the Auditors, inspectors
or such other staff as may be sent by GGJ competent Authorities, to check and
verify the records and C&F Agent shall extend all necessary facilities and
arrangements for the same. However, the expenses of such audit etc. shall be borne
by GGJ.

35. The books of account, stocks, orders, invoices and correspondence with, GST
Department, GST returns filed along with copy of Treasury Challans/ Cheques/
Drafts/ showing payments towards GST and other records shall be maintained by
the C&F Agent and will be the property of GGJ. The C&F Agent shall raise
Invoices/ Challans only on the Invoice/Challan provided and/ or approved by the
GGJ and not on any other stationary. Statutory obligations such as online deposit of
GST, VAT, GST submission of quarterly and monthly returns are to be made by the
C&F agent and copy of the same shall be submitted to the GGJ, Corporate Office at
Gurgaon.

36. ‘C’ Forms/’F’ Forms must be submitted to the respective GGJ Office. The said
forms shall be submitted to the concerned depots in case of inter depot transfer.

37. The C&F agent shall also maintain BIN cards supplied by the party of the first part
i.e. GGJ to the party of the second part i.e. C&F and storage and maintenance shall
be done as per the detail of SOP mentioned in Annexure B

38. The Company is going to install the ‘Logistic software’ for the proper Sales &
Inventory management through WMS & TMS. The proper implementation of the
data regularly, shall be the responsibility of the C&F agent. The C&F agent shall
manage to appoint a Data Entry Operator for the aforesaid purpose.

39. INSURANCE:
The C&F agent will obtain the insurance cover in Company’s name for the Stocks
under their storage for theft, fire, flood and riot strike at the cost of party of the
second part. C&F Agent will also obtain insurance cover for warehouse building
and supply GGJ a copy of the said cover at their own cost.

40. SECURIRITY GIVEN

That the C&F Agent has agreed to give Security of Rs. ……. Lakhs and post dated
cheques for average stock holding beyond Rs. …… lakhs within 10 days of signing
the agreement failing which this agreement shall stand cancelled. The value of
Security given shall be raised subsequently depending upon the business turn over
and/ or C&F Agent will provide enhanced amount of post dated cheques. In case of
the fault/ non-performance of any obligation by C & F, GGJ shall invoke the BG.

41. That the GGJ reserves its right to appoint more than one C&F Agent in this territory,
and alternatively to make direct sales and deliver the goods from our production
plants to any authority or distributor in the District of -----------------------..
 42. That the C&F Agent shall not compound any debit, obligation or security relating to
this business nor withdraw, compromise or compound any legal proceedings
without consent in writing, of the company.

43. In the event of any dispute or difference between the parties, arising out of or in
connection with or in relation to this agreement, the same shall be referred to the
Sole Arbitrator of the GGJ or his nominee, and his decision shall be final and
binding on both the parties. The provisions of Arbitration and conciliation Act, 1996
shall apply.

44. In case of any dispute, relating to this agreement, only the court situated at Mumbai,
shall have the jurisdiction.

45. That the provisions of the Indian Contract Act, 1972, shall apply, in so far the same
are not inconsistent with this agreement.

46. That the C&F Agent gives an undertaking to the fact that there is no legal case and
any dispute pending with any Company where he is Director/Proprietor/Partner of
the other party.

IN WITNESSETH WHEREOF, the Parties have, by their duly authorized representatives,

executed this Agreement on the date written below.

FIRST PARTY - GGJ

Witnesses.

1.

2. SECOND PARTY – C&F AGENT

Place: Gurgaon
Date:
ANNEXURE A
ANNEXURE B