DISTRIBUTORSHIP AGREEMENT

This Agreement made this --th day of ------ 2021

BY AND BETWEEN
EdenEco Technologies Pvt. Ltd. (hereafter referred to as "Eden”) having it’s
registered office at LIG FLAT NO 304, S/F SEC -D, PKT-6, Vasant Kunj, NEW
DELHI 110070, INDIA and GST Number as 07AAFCE9497B1ZE

AND

-------------(GST Number: -------------) whose registered office is at -------------

represented by ------------- (hereafter referred to as "Distributor"), existing under
the laws of the Republic of India,
WITNESSETH

WHEREAS, Eden develops, manufactures, distributes and markets electronics

hardware, mobile apps and associated technology products, (hereinafter referred
to as "Products") and service which continues to generate demand for its
products;

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WHEREAS, Distributor has marketing experience within the territory,

hereinafter described, and has developed a distributorship of appropriate skill
and integrity to distribute Eden products, and Distributor desires to operate a
distributorship to sell PRODUCTS, hereinafter described, all upon the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual premises herein set

forth, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

1. APPOINTMENT

Eden appoints the Distributor as a Distributor within the territory described

as follows: ------------- (hereinafter referred to as the "Territory"). Eden
hereby grants the Distributor the exclusive right to market and sell in the
defined Territory the products developed or manufactured by Eden

2. TERM

(a) The initial term of this Agreement shall commence this 8th March
2021 and Agreement will end on 8th March 2023. This Agreement
shall have to be renewed from year to year thereafter, depending on
the agreement of the two parties.

(b) Notwithstanding anything herein to the contrary Eden shall have the
rights at anytime by giving notice in writing to the Distributor to
terminate the Agreement forthwith in any of the following events:

(i) If Distributor breaches any covenant of terms of this

Agreement or, without limiting the generality of the foregoing,
is in default on any payment due to Eden or any authorized
Eden supplier for a period of thirty (30) days;

(ii) If Distributor ceases to function as a going concern, is

adjudicated bankrupt, enters into liquidation whether
compulsorily or voluntarily, compounds with its creditors or
takes or suffers any similar action in consequence of debt;

(iii) If a majority of Distributor's voting stock is transferred or its

ownership or control is in any way substantially changed;

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 (c) The termination of this Agreement by either party with or without
cause shall not relieve the Distributor of any obligation under Section
7(a) and 7(d).

3. PURCHASE OF PRODUCTS

(a) Upon the receipt of the distributor's order for Products, EDEN shall
endeavor to deliver the products ordered with all reasonable speed.
EDEN will use its best effort to maintain an adequate inventory of
the Products. However, EDEN shall not be liable to the Distributor,
or any party, for any delay in the delivery of any Products ordered.
Further, Distributor understands and agrees that EDEN shall have
the absolute right in its sole discretion to refuse to accept any orders
from Distributor or from distributor's customers and that this
Agreement shall not bind EDEN to accept any order or make any
shipment if circumstances beyond the control of EDEN prevent it
from so doing.

4. SALE AND PROMOTION OF PRODUCTS BY DISTRIBUTOR

(a) In the performance of its duties under this Agreement, Distributor

shall use its best efforts to promote the sale of, and to solicit orders
for, the Products.

(b) Should Distributor advertise the Products, EDEN shall have the right
to review and approve all advertising and sales literature used by
Distributor in connection with the Products. Distributor hereby
agrees that neither it nor its salespersons, employees, or agents, will
make any representations or warranties which tend to misrepresent
or falsify the specifications, qualities or uses of the Products.

(c) Distributor hereby agrees and covenants with EDEN as follows:

(i) To refrain from representing itself at any time as EDEN’s

agent and to refrain from signing EDEN's name to any
commercial paper, contract or other instrument and to refrain
from contracting any debt, or entering into any Agreement,
either expressed or implied, binding EDEN to the payment of
money or performance of any obligation;

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(ii) To sell all of EDEN’s Products in original containers. Any

transfer of any portion of any such products into any other
container must first be approved in writing by EDEN ; and
(iii) To pay in Indian Rupees to EDEN the cost of any and all
sales supplies, product samples, demonstration kits, gift
advertising novelties and premiums, and technical and
promotional material supplied by EDEN.
(iv) The Distributor will carry adequate stocks and assign Sales
personnel, so as to ensure efficient overall operation of the
distributorship within the assigned territory.

5. MARKETING ASSISTANCE PROVIDED BY EDEN

(a) During the term of this Agreement, EDEN agrees to provide

Distributor with sales training assistance, technical and promotional
materials at a cost mutually agreed by EDEN and Distributor.

(b) EDEN reserves the full and exclusive right to register as trademark
or trade names, within the Territory herein assigned to Distributor,
any of the names, marks, labels or other identifying symbols used
on, or in connection with its products, and to determine whether or
not such registration is warranted. Distributor shall at no time claim
any right, title or interest in said trademarks, trade names or symbols
used by EDEN.

6. INDEPENDENT CONTRACTOR

This is not an agency agreement and Distributor shall have the legal status
of an independent contractor. Distributor understands and agrees that
EDEN shall not be involved in the management or operations of Distributor
and that EDEN assumes no responsibilities other than those expressly set
forth in this agreement.

7. RESTRICTIVE COVENANTS

(a) Distributor acknowledges and agrees that EDEN has developed and
shall continue to develop a valuable and extensive trade in the
business of developing, manufacturing, distributing, and marketing
electronics hardware, mobile apps and associated technology
products. Therefore, Distributor covenants and agrees that it will not
at any time during the term of this Agreement except as may be
specifically necessary to perform its duties hereunder, divulge or use
the confidential information, knowledge, patents, customer or
commercial lists, or any other knowledge, information or data
relating to the business matters or operations of EDEN in connection
with the Products.
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 (b) During the term of this Agreement, Distributor agrees that it shall not,
without the prior written approval of EDEN, sell any Products outside
of the Territory.

(c) Distributor covenants and agrees that, during the term of this
Agreement, it shall not solicit to sell or sell any products competitive
with the products of EDEN, without the prior written approval of
EDEN.

(d) The Distributor agrees that the foregoing restrictive covenants are of
the essence of this Agreement and that damages to EDEN would be
difficult to ascertain in the event of the breach of any of the
covenants.

Therefore, the Distributor hereby agrees that EDEN shall be entitled

to an injunction or other equitable relief against the Distributor to
restrain a breach or threatened breach of any of the restrictive
covenants, in addition to the right of EDEN to an award of damages
and reasonable attorney's fees for prosecuting any claim hereunder
against the Distributor, regardless of any claim that the Distributor
may have or assert against EDEN.

8. WARRANTIES

(a) EDEN warrants that it shall, at no cost to Distributor, replace any

defective products sold by EDEN to Distributor if same are received
defective. This warranty shall not include the replacement of
Products that are defective or damaged due to the misuse of the
Products or the negligence of any person or party who is not an
employee or agent of EDEN. This warranty is expressly in lieu of any
and all other warranties, expressed or implied.

(b) EDEN warrants the complete replacement or repair of the defective

device during the period of 12 months since the date of purchase.
You must contact EDEN before returning any allegedly defective
hardware. If such Device is found by EDEN to be defective, EDEN,
will repair or replace the Device with a functionally similar device
within thirty (30) business days of receipt thereof.

(c) Notwithstanding the foregoing, no warranty, expressed or implied,

will extend to any Device
(i) where the purchase price was waived
(ii) which has been subjected to misuse, neglect, accident or improper
storage
(iii) which has been repaired, modified, or altered by anyone other than
EDEN.
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(d) In addition, the Warranty will not cover problems that result from (i)
disasters including fire, water, earthquakes or other acts of nature;
(ii) electrical condition such as those caused by lightning strikes,
power fluctuations, electrical surges or outages, or any other such
condition that may affect the electricity sources; (iv) failure caused
by a product for which EDEN is not responsible; (v) any other cause
which does not relate to a Hardware defect.

(e) You agree that use of the Device is at your own risk and neither
EDEN, nor its principals, not its clients or partners, if any, shall be
liable for any claims, liabilities, losses, damages, costs or expenses
of any kind arising from or related to either your use of the Device or
any other EDEN service or offering, including but not limited to those
services related to the use of the Device. You further agree to
indemnify and hold EDEN and its principals harmless from and with
respect to any and all claims, liabilities, losses, damages, costs and
expenses, joint or several, under statute, common law or otherwise,
arising out of, based upon or in connection with the access, use,
inability to use or misuse of the Device or services related to the use
of Device.

(f) In no event will EDEN’ total cumulative liability in connection with or

related to the Device, from all causes of action of any kind, including
but not limited to tort, contract, negligence, strict liability and breach
of warranty, exceed the amount you paid for the Device that is the
subject of the claim.

(g) The Warranty is provided to you only and is not transferable to any
third party. This Warranty is governed by the laws of the National
Capital Union Territory (New Delhi) in India and any dispute arising
thereto is subject to the jurisdiction of the National Capital Union
Territory (New Delhi) in India. This warranty constitutes the sole and
exclusive agreement between the parties regarding the Device.

9. ASSIGNMENT

Distributor shall neither assign this Agreement nor delegate the

performance of its duties hereunder without the prior written approval of
EDEN.

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10. ENTIRE AGREEMENT

This Agreement reflects all of the agreements, understandings,

representations, conditions and warranties by and between the parties.
This Agreement may not be modified or amended except in writing by both
parties.

11. NO WAIVER

The failure of either party to insist, in one or more instances, on

performance by the other in strict compliance with the terms and conditions
of the Agreement, shall not be deemed a waiver or relinquishment of any
right granted hereunder or of any terms and conditions of this Agreement
unless such waiver is contained in writing signed by both parties.

12. SEVERABILITY

Should any provision of this Agreement be declared invalid or

unenforceable for any reason, the remaining provisions of this Agreement
shall be unaffected and shall continue in full force and effect as if this
Agreement had been executed with the invalid portion eliminated.

13. BENEFIT

This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.

14. GOVERNING LAW & JURISDICTION

15.1 This Agreement shall be construed and governed in accordance with

the laws of the State of Republic of INDIA.
15.2 The Courts in Delhi-110070 alone shall have exclusive jurisdiction
over any disputes arising out of this Agreement.

15. COUNTERPARTS

This agreement may be executed in one or more duplicate originals which

shall, either singularly or together, serve to represent one agreement
between the parties.
Authorized Signatory Authorized Signatory
EdenEco Technologies Pvt. Ltd.

(CEO) (Distributor)
Mr. Pranjal Kacholia

Place: Delhi Witnesses: 1)

Date: 8th March 2021

2)