SERVICE AGREEMENT

This Service Agreement (hereinafter referred as “Agreement”) is made and executed at

[●] on this [●] day of [●], 2019 and shall be effective and binding from [●] (hereinafter
referred to as “Effective Date”):

Between

Epicure Frozen Foods & Beverages Private Limited, a Company incorporated under
the Companies Act 1956, having its registered office at D6 156, Bathla Apartments, 43
IP Extension, Patparganj, East Delhi, Delhi - 110092, India acting through its authorised
signatory [●], duly authorized vide board resolution dated [●] (hereinafter referred to as
“Company”, which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to include its successors, administrators and permitted assigns)
being the party of the first part;

And

Fonterra Future Dairy Private Limited, a company incorporated under the Companies
Act 2013, having its registered office at No. 22, VK Kalyani Commercial Complex,
Sankey Road, Opposite B.D.A. Office, Bangalore - 560020, acting through its authorised
signatory Mr. Nikunj Biyani, (hereinafter referred to as “Service Provider” which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to
include its successors, administrators and permitted assigns) being the party of the
second part.

The Company and the Service Provider is individually referred to as “Party” and
collectively as “Parties”.

Whereas:

A. The Company is engaged in the business of dairy products, bakery products, and
beverages etc including but not limited to importing, distribution, clearance,
advertisement of the products all over India.

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 B. The Service Provider is inter alia in the business of manufacturing, importing,
marketing and selling various dairy products under its own and/or licensed
brands in the dairy category.

C. The Service Provider shall support the Company in sale, products marketing and
demand generation of the products (hereinafter referred to as “Products”)
supplied by the Service Provider to the Company Products as defined hereunder,
in accordance with the terms of this Agreement.

D. The Parties are desirous of reducing into writing the terms and conditions agreed
to between them.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY

AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Services and Scope

1.1. The Service Provider shall perform the services for the Company in
connection with the creation and/or placing of demand generation, market
research, promoting and marketing of products all over India (hereinafter
referred to as “Services”).

1.2. The Service Provider shall hire all the labour force required for the
performance of the Services.

2. Charges and Payments

2.1. The Service Provider shall raise the invoices for the Pproducts supplied
as per the quantity of the Pproducts (hereinafter referred to as
“Invoices”). The Parties have mutually agreed that the Company shall
pay the service fee per kg of the Products on the mutually agreed price,

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 as defined in Schedule 1, for the monthly purchase of the Products by the
Company, as of end of each month.

2.2. All the charges shall be exclusive of all taxes and other statutory levies as
applicable from time to time, including GST, as leviable as per the
applicable laws.

2.3. All the payments made as per the terms of this Agreement, by the
Company to the Service Provider shall be subject to deduction of tax at
source wherever applicable, as per provisions of the Income Tax Act,
1961.

3. Term

3.1. This Agreement shall come into immediate force and effect on and from
the Execution Date and shall remain in force for a period of 2 (two) years
from the Execution Date, unless earlier terminated in accordance with the
terms hereof (“Term”). The agreement will be extendable for 2 (two) more
years, basis mutual agreement between both the Parties.

4. Termination

4.1. This Agreement may be terminated basis mutual agreement during the
Term, by giving 3 (three) months’ notice.

5. Indemnity

5.1 Either Party hereby indemnifies and agrees to keep indemnified and
harmless the other Party and its employees, authorized representatives
and agents from and against any and all claims, penalties, taxes, causes
of action, liabilities and consequences (including attorneys fees) which
arise directly from any breach of this agreement or any negligent or wilful
act, by the dDefaulting Party or any of its agents.

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6. Force Majeure

6.1 Under no circumstances neither Party shall be deemed to be in default or

liable to the other for any delay or non-performance of obligations under
this Agreement in the event and to the extent such delay or non-
performance is due to an event of Force Majeure(as defined hereinunder).

i. For purposes of this Clause, “Force Majeure” means an event explicitly

beyond the control of a Party and not involving such a Party’s fault or
negligence and not foreseeable by such a Party. Such events may
include, acts of God or of public enemy, acts of Government of India in
their sovereign capacity and acts of war.

ii. If a Force Majeure situation arises, the affected Party shall promptly
notify the other in writing of such occurrence, the cause thereof and its
expected duration and cessation, without undue delay. Unless otherwise
directed by the other Party in writing, the affected Party shall continue to
perform its obligations under this Agreement as far as is reasonably
practical, and shall seek all reasonable alternative means for
performance of those obligations not prevented by the Force Majeure
event.

iii. In such a case the time for performance shall be extended by a period
of (90) (ninety) days not less than duration of such delay.

iv. If the event of Force Majeure issue does not cease within a period of 90
(ninety) days from the date of intimation by the affected Party, both the
Service Provider and the Company shall hold a meeting in an endeavor
to find a solution to the problem.

v. Notwithstanding the above, in such a situation, the decision of the

affected party (including but not limited to the decision to terminate this
Agreement or part thereof which is affected by Force Majeure situation)
shall be final and binding on the non-affected party.

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7. Confidentiality

7.1 The Parties agree to keep all the Confidential Information (as defined
below) disclosed, acquired received or accessed or created or learnt by
them during performance of their obligations and activities under this
Agreement confidential, and the same shall be used solely as
contemplated by this Agreement.

7.2 For this purpose “Cconfidential Iinformation” shall mean any and all
information learnt, acquired or received by the Parties, whether disclosed
or made available to them either directly or indirectly, in writing, in
machine readable form, orally or visually or by inspection of tangible
objects or which should reasonably be understood as being confidential in
the context or circumstances of its disclosure and shall include but shall
not be limited to all non-public business and technical information, all
sales and operating information, existing and potential business and
marketing plans and strategies, financial information, cost and pricing
information, know-how, drawings, concepts, reports, methods, processes,
techniques, operations, devices or other statistical information related to
the scope of this Agreement.

8. Intellectual Property Rights

8.1 The Parties hereby agree that during the term of this Agreement and as
well as after the termination, they will not use the intellectual property of
the other Party and shall not violate the intellectual rights related to other
Party. However, if there is any need to use trademark, copyright or other
intellectual rights of other party, the same can be done only after obtaining
written consent of the other Party.

9. Dispute Resolution

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 9.1 Any dispute or differences arising out of or in connection with this
arrangement shall be referred to a single arbitrator to appointed mutually.
The said arbitration proceedings shall be regulated and conducted under
the provision of the Arbitration and Conciliation Act, 1996. Any such
arbitration will take place in the city of Mumbai. Award of arbitrator shall
be final and binding on both the Parties and the Parties shall bear the cost
in the manner determined by the arbitrator.

10. Governing Law and Jurisdiction

10.1 The validity, construction and performance of this Agreement, including its
enforcement shall be governed by and interpreted in accordance with the
Laws of Mumbai. The Parties hereby expressly agree that any differences
and disputes arising out of or in connection with this Agreement parties
shall be subject to the jurisdiction of the competent Courts at Mumbai to
the exclusion of all other jurisdictions.

11. Miscellaneous

11.1 Entire Agreement: This Agreement constitutes the entire understanding

between the Parties and may not be changed or amended, except in a
separate writing signed by both the Parties. This Agreement also
supersedes any other prior arrangement or agreement hereto before
made by the Parties with respect to the subject matter hereof.

11.2 Severability: In the event that anyone or more provisions of this

agreement shall be deemed to be illegal or unenforceable, such illegality
or unenforceability shall not affect any of the remaining legal and
enforceable provisions hereof, which shall be construed as if such illegal
or unenforceable provision or provisions had not been inserted.

11.3 Relationship: Nothing contained herein shall be deemed or construed by

the Parties hereto, or by any third party, as creating the relationship of

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 principal and agent or of partnership or of joint venture between the
Parties.

11.4 Notice: Any notice or other communication required or permitted to be

given shall be in writing and sent through registered post
acknowledgement duly addressed to the respective parties to the address
hereinabove mentioned.

11.5 Exclusivity: The Parties agreed and acknowledge that this Agreement is
on an exclusive basis, for the Products mentioned in Schedule 1.

11.6 Modification: This Agreement may not be modified or amended in any

respect, except in writing signed by the authorized representatives of the
Parties.

11.7 Non-Waiver: Failure by either Party hereto to enforce at any time or for
any period of time the provisions of this Agreement shall not be
construed to be waiver of any provisions or of the right to enforce each
and every provision of this Agreement.

11.8 Survival: The provisions of clauses, warranties and representation,

confidentiality, indemnity, intellectual properties, nature of agreement,
governing law and jurisdiction etc. shall survive the expiry or earlier
termination of this Agreement for any reason whatsoever.

11.9 Counterparts: This Agreement shall be signed and executed by the

Parties, one copy each to be retained by both Parties.

11.10 Stamp Duty & Registration Charges: Stamp duty & registration charges
and any other miscellaneous expenses incidental to the Agreement
documentation and registration thereof shall be borne by the Company.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized representatives as of the date written below.

For and on behalf of For and on behalf of

Epicure Frozen Foods & Fonterra Future Dairy Private Limited

Beverages Private Limited

WITNESSES:
1.

2.

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 Schedule I
Price/List of the Products

Service Fees
HS Code Material Group Product Name
(INR / KG)

04051000 Butter-Unsalted Anchor Unsalted Butter Pastry Sheets 20KG 40

04015000 UHT Cream Anchor UHT Extra Whipping Cream 12X1L 36

04069000 Mozzarella Cheese Mozz 0401 Shrd IQF ANC 6x2kgCTN 32

04069000 Cream Cheese Anchor Cream Cheese 12X1KG 79

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