DISTRIBUTOR AGREEMENT

This DISTRIBUTOR AGREEMENT is made and entered into as of ________ (“Effective

Date”)

By And Between

______________________ , a company duly incorporated and existing under applicable

laws of the Republic of India, and having its Registered office at H______________, duly
represented by its Deputy General Manager Mr. Sun Yu Dong,. Age ________ years, (Pan
No. _______________).

Hereinafter referred to and called the “COMPANY” which term and expression shall, unless
inconsistent with the context or contrary to the meaning thereof, always mean and include the
said COMPANY, as well as its respective heirs, legal representatives, successors,

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administrators, executors, assigns etc. of the ONE PART

And

Distributor name (GST No. ) a proprietorship/ partnership/ private limited company, and
functioning under the above said name and style and having its place of business/ Registered
Office at ___________________, duly represented by ____________, , Age ____ years,
(Aadhar No: __________) (Pan No :_________)
Hereinafter referred to and called the “DISTRIBUTOR” which term and expression shall,
unless inconsistent with the context or contrary to the meaning thereof, always mean and
include the said DISTRIBUTOR, as well as its respective heirs, legal representatives,
successors, administrators, executors, assigns etc. of the SECOND PART:

“Company” and “Distributor” are hereinafter referred to individually as “Party” and

collectively as “Parties”.

PREAMBLE

Company manufactures and sells the products listed in Section a below (the "Products")

Distributor desires to purchase the Products from Company for resale in the Territory or

geographic areas as defined in Section b (the " Territory "). Company desires to appoint

Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires

such appointment subject to the terms and conditions set forth in this Agreement, including

any exhibits or schedules attached hereto

a. Company is engaged in the business of trading and distribution of mobile handsets

and accessories under the brand name “_____” (hereinafter referred to as “Products”)
in the state of Telangana State.
b. Distributor has approached Company and has expressed its keen interest to be
appointed as one of the distributors of Company to undertake the job of promoting
and marketing Products and other related services to the potential customers in and
throughout Market Area. (hereinafter referred to as “Territory”).

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 c. Distributor is an independent contractor and is not and shall not be deemed to be an
employee, legal representative, dealer, general agent, joint venture or partner of
Company for any purpose. Distributor acknowledges that Company has not granted it
any authority to make changes to Company's terms and conditions of sale, grant any
warranties in excess of those extended by Company or limit its liabilities or remedies
less than Company limits its abilites and remedies, sign quotations, incur obligations
(expressed or implied), or in general enter into contracts on behalf of Company or
bind Company in any transaction with customers, governmental agencies or third
parties.

Now, therefore, in consideration of the foregoing, and of the mutual benefit contained herein,

the Parties, intending to be legally bound, agree as follows:

1. APPOINTMENT

Company hereby appoints Distributor as its Distributor for the Products in the Territory.
Distributor's sole authority shall be to solicit orders for the Products in the Territory in
accordance with the terms of this Agreement. Distributor shall not have the authority to make
any commitments whatsoever on behalf of Company.

2. SCOPE OF DISTRIBUTORSHIP

i. To more effectively achieve economies of scale, to better encourage the Distributor to

safeguard the Product's brand image and focus on marketing and selling the Product within
the Territory, to more effectively encourage the Distributor to develop and improve its pre-
sale and after-sale support system, and to streamline the distribution network to achieve
maximum efficiency, the Company hereby grants to Distributor the exclusive right to sell
Products in the Territory for a period of ______years, commencing from Starting Date to
Ending Date.
ii. The parties explicitly understand and agree that this agreement does not establish or imply an
employment relationship between them. Nothing in this Agreement shall or be deemed to
constitute a partnership between the Parties hereto, or constitute or be deemed to constitute
Distributor as an agent of the Company for any purpose whatsoever, and Distributor shall

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 not have any authority or power to bind the Company or to contact in the name of or create
a liability against the Company in any manner or for any purpose. The parties to this
agreement will have a vendor-purchaser, principal-to-principal relationship.
iii. Distributor shall use its best efforts to promote the Products and maximize the sale of the
Products in the Territory. Distributor shall also provide reasonable assistance to Company
in promotional activities of Company with respect to the Products.
iv. Distributor shall also provide reasonable "after sale" support to Product purchasers and
generally perform such sales related activities as are reasonable to promote the Products
and the goodwill of the Company in the Territory. Distributor will devote adequate time
and effort to perform its obligations. Distributor shall neither advertise the Products
outside the Territory nor solicit sales from purchasers located outside the Territory without
the prior written consent of Company. Distributor's task is to solicit orders from all
potential customers in the Territory including individuals, businesses, government entities,
resellers, dealers, retailers, and others.
v. Distributor fully understands the requirements and standards for online distributors and
offline distributors and represents that it currently possesses sufficient capacity appropriate
only for offline distribution and accordingly, has only requested distributorship for offline
sales. Based on the representations by the Distributor in this regard, the Company has only
granted right to offline distributorship, and any online sales by Distributor will be in
breach of this Agreement. Accordingly, the Distributor hereby represents and warrants that
the Distributor, its partners, relations, assigns or any nominee shall not sell or distribute
Products online, however, they can display Products on their own website without
mentioning the price. The Distributor fully understands that this Agreement does not by
itself grant any right or authority to the DISTRIBUTOR to engage in any form of online
sales. For online sales, the Distributor shall have to comply with relevant additional terms
and conditions as prescribed in relation to the Products.
vi. Distributor fully understands that Company has different qualification and management
requirements for wholesaler and retailer of Products, especially given that Company has
certain requirements for the retail store of the Products, including image, location, and
space, etc. Distributor is only authorized to engage in distribution business of Products
under this Agreement. Distributor shall comply with Company’s relevant requirements for
retail stores to ensure consumer experience as well as to protect brand image. Such

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 requirements include but not limited to building a sound after-sale support system,
maintaining an adequate number of salespersons, displaying the logo of the Product in
appropriate ways, and ensuring a clean and friendly shopping environment for customers,
etc.
vii. Distributor is authorized to appoint its authorized retailer in the Territory. For the purpose of
evaluating new retailers’ qualifications and ensuring consumer experience, Distributor
hereby represents and warrants that Distributor shall only appoint new authorized retailer
with prior written approval from Company.

3. RIGHTS AND OBLIGATIONS OF COMPANY

i. Company shall supply Products of first quality in accordance with product sales contract as
agreed between the Parties. Company shall reasonably ensure the allocation and supply of
Products based on supply and demand relationship.
ii. Company is allowed, to the fullest extent permitted by applicable laws, to direct and
control Distributor's sales operations in accordance with Company's essential policies and
rules, such as sales policies and channel management rules.
iii. Company shall provide Distributor with sales support and sales literatures, which include
products promotion materials, advertising items, and suggested price lists, etc.
iv. Company will furnish suggested price lists based on its understanding of the market
competition and the positioning of Products. Company’s sole purpose of providing such
suggested price lists is to help Distributor make informed decision in setting its sales price.
v. Company will audit the performance of Distributor annually and Company shall have all
the rights to take necessary actions on the under-performance Distributor. Company will
inform Distributor with detailed performance assessment policies and the Distributor agree
to do the best to meet with such policies hereby.

4. RIGHTS AND OBLIGATIONS OF DISTRIBUTOR

i. Expense of Doing Business. Distributor shall bear the entire cost and expense of conducting
its business in accordance with the terms of this Agreement.

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 ii. Facilities. Distributor shall provide itself with, and be solely responsible for, (1) such
facilities, employees, and business organization, and (2) such permits, licenses, and other
forms of clearance from governmental or regulatory agencies, if any, as are necessary for
the conduct of Distributor's business operations in accordance with this Agreement.

iii. Promotion of the Products. Distributor shall, at its own expense, vigorously promote the sale
of and stimulate demand for the Products within the Territory by direct solicitation. In no
event shall Distributor make any representation, guarantee, or warranty concerning the
Products except as expressly authorized by Company.

iv. Distributor hereby warrants, represents and agrees that it shall use its best efforts to develop
and enhance the market awareness and the brand image of the Products, and shall not
demean, defame or otherwise denigrate the Products or the Company in any way.

v. Customer Service. Distributor shall diligently assist customers' personnel in using the
Products and shall perform such additional customer services as good salesmanship
requires and as Company may reasonably request.

vi. Advising of Changes. Distributor shall promptly advise Company of any changes in
Distributor's status, organization, personnel, and similar matters; any changes in the key
personnel, organization, and status of any major customers of Company in the Territory;
and any political, financial, legislative, industrial, or other events in the Territory that
could affect the mutual business interests of Distributor and Company, whether harmful or
beneficial.

vii. Books and Records. Distributor shall maintain and make available to Company accurate
books, records, and accounts relating to the business of Distributor with respect to the
Products. Distributor shall also maintain a record of any customer complaints regarding
either the Products or Company and immediately forward to Company the information
regarding those complaints.
viii. Distributor expressly represents and warrants not to make any promise, representation, nor to
give any warranty or guarantee with respect to the handsets, which are not authorized by
Company and further represents and warrants not to do nor omit to do any act to bind

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 Company or create any legal obligation on Company, which has not been authorized by
Company.
ix. Distributor hereby represents and warrants to maintain a basic inventory with all the active
retailers for at least 23 days and Distributor’s floor stock must be at least 7 days of stock,
which will be calculated as per Sellout. If Distributor fails to keep basic inventory,
Company shall be entitled to take necessary measures including suspending supply or
terminating the Agreement depending on the gravity of the matter.
x. Distributor hereby warrants, represents and agrees that it shall not sell any _____ Products
that are from unknown or unauthorized channel, and shall use its best endeavor to assist
the Company to combat counterfeiting. Distributor shall inform the Company without
delay of any counterfeit of the Products, of which it would become aware, and shall
provide its help to the Company, if the latter so requests, in any action the Company may
undertake to stop such attempts.
xi. Distributor promises the Company that it is not presently representing or endorsing any lines
of goods that compete with the Products. Any lines or goods that, in the opinion of the
Company, compete with the Products covered by this Agreement may not be represented,
promoted, or otherwise attempted to be sold within the Territory during the time of this
Agreement. Distributor must give the Company a list of the businesses and goods it
presently represents and must inform the Company in writing of any new businesses and
goods as soon as it starts to promote them.
xii. Distributor hereby warrants, represents and agrees that it shall act in good faith at all times
towards the Company and provide assistance and cooperation as practicable on request by
the Company.

5. TERMS & CONDITIONS

i. Products & Price -Products List separately Attached - Annexure-1 Company will share

Price list to Distributors at the time of entered into agreement.

ii. Purchase Order- Distributor will raise the PO to company on as and when required basis.

Purchase order format copy is shared to distributors at the time of Agreement. Only upon

receipt of PO, Company will process the PO.

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 iii. Cheques, Subject to realization.

iv. Goods Return Policy-No Goods Return Policy.

v. Price drop protection- As and when requirement for Price Drop rises, Company will send

an official revised price document to Distributor.

vi. Payment Information – The Distributor shall follow Cash and Carry Business with the

Company. However, in few cases, with the management approvals, credit may be allowed

to the Distributor along with the applicable interest charges. On completion of one month

from the date of credit, the Company will send the Interest invoice with applicable GST

to Distributors. Rate of Interest will be at the discretion of Company.

vii. Demo Policy- Demo Policy Document - Annexure Attached along with the Agreement.

Refer Annexure-2.

viii. Monthly Schemes & Credit Notes: The Company assigns targets to Distributors and based

upon their target; the Company will issue a Credit Note against their achievement. These

Credit Notes will be given to Distributors on Weekly/Monthly/ Quarterly/Half

Yearly/Yearly depending upon the Company’s Requirement.

ix. Infiltration Process- Separate Document is attached along with the Agreement. Refer

Annexure-3

x. Distributor’s Deposit & Interest: Separate Document is attached along with Agreement.

Refer Annexure-4

6. TERMINATION

i. Termination for Breach. If either party defaults in the performance of any material
obligation in this Agreement, then the non-defaulting party may give written notice to the

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 defaulting party and if the default is not cured within thirty (30) days following such
notice, the Agreement will be terminated.
ii. Termination for Insolvency. Either party shall have the option to terminate this
Agreement without notice, (1) upon the institution of actions against the other party for
insolvency, receivership or bankruptcy, or any other proceedings for the settlement of
other party's debts, (2) upon other party's making an assignment for the benefit of
creditors, or (3) upon initiation of dissolution proceedings against the other party.
iii. Termination of Exclusivity. Company retains option upon termination to terminate
Distributor's exclusivity rights, and may allow Agreement to continue as a non-exclusive
distributor agreement.
iv. Return of Materials. All of Company's trademarks, trade names, patents, copyrights,
designs, drawings, formula, or other data, photographs, demonstrators, literature, and
sales aids of every kind shall remain the property of Company. Within thirty (30) days
after termination of this Agreement, Distributor shall return all such materials to
Company at Distributor's expense. Distributor shall not make or retain copies of any
materials or confidential items that may have been entrusted to it. Effective upon the
termination of this Agreement, Distributor shall cease to use all trademarks, service
marks, and trade names of Company.
v. Company may terminate this Agreement with immediate effect for good cause by giving
written notice to Distributor. Good causes include but is not limited to the following:

a) A breach of one or more of Distributor’s obligation, representations or

warranties;

b) Severely fail to meet with the performance assessment policies;

c) Distributor being declared bankrupt or enter a voluntary petition for bankruptcy

or in any way enter into a compromise or agreement for the benefits of its
creditors;

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 d) Distributor failing to meet at least 90% percent of the mutually agreed upon sales

performance goals agreed between Company and Distributor annually applicable

for each financial year;

e) Distributor failing to maintain in good standing the state licenses and permits

necessary for the proper conduct of its business;

f) Distributor changing or in any way being affected by a change in the majority

ownership of its business.

7. INTELLECTUAL PROPERTY RIGHTS

i. Distributor represents and warrants that any trademark, logo, trade name or identifying

slogan of Company or _____ (hereinafter collectively referred to as “the Trademarks”),

which are the property of Company or _____, cannot be used by Distributor, its

employees, agents, if any, for any purpose which is not authorized by Company or _____

and shall always be used as per directions issued in writing by Company from time to

time.

ii. In the event of termination of this Agreement for whatsoever cause, Distributor’s right to

use any Trademarks shall cease immediately automatically.

iii. Distributor shall not publish, nor cause to be published any advertisement or make any

representations oral or written which might confuse, mislead or deceive the public which

are detrimental to the Trademarks or the reputation of Company or _____.

iv. If the Distributor breaches this Agreement, Company may withdraw the permission for

the usage of the Trademarks belonging to Company or _____ Mobile India Pvt. Ltd upon

five days prior written notice during the subsistence of this Agreement.

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 v. In relation to any software supplied by Company to Distributor hereunder, Distributor

expressly acknowledges that all intellectual property rights in such software are and shall

remain the property of Company or a third-party licensor as the case may be.

Furthermore, Distributor represents and warrants that it will take all steps necessary to

protect these intellectual property rights and to comply with such requirements in this

regard as Company may from time to time impose.

8. CONFIDENTIAL INFORMATION

i. Distributor shall at all times during the continuance of this Agreement and after its

termination or expiration, keep all information disclosed to it by Company pursuant to or

in connection with this Agreement confidential (whether orally, in writing or in some

other tangible form, and whether or not such information is expressly stated to be

confidential or marked as such) including without limitation, the terms of this Agreement,

all prices quoted by Company in the price lists and the various catalogues and quotations

conveyed to Distributor during the course of business, proprietary market research and

commercial terms and conditions. Distributor shall not be obligated to keep confidential

any information received hereunder, which is or becomes publicly known without breach

of this Agreement by Distributor. All confidential information (and all copies thereof,

authorized or unauthorized) shall be returned to Company immediately upon termination

of this Agreement.

ii. Distributor, its employees, associates and agents may, during the period of this

Agreement, have access to any information or data including but not limited to

Company’s technical information, or information about Company’s policies and

operations which are of a confidential nature. Distributor, its employees, associates or

agents shall not disclose/share such confidential information data to any third party during

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 the subsistence of this Agreement and for a period of 5 years from the date of termination

of this Agreement.

9. MISCELLANEOUS TERMS

Force Majeure: Neither Party shall be held liable for any failure to perform that is due to any

cause or circumstance beyond the reasonable control of such Party, including without

limitation a demand for such Products and other products manufactured by Company which

exceeds Company's ability to supply them, earthquakes, fire, accidents, floods, storms, other

Acts of God, nots, wars, rebellions, strikes, lockouts or other labor disturbances, national or

international emergencies, failure to secure materials or equipment from usual sources of

supply, failure of carers to furnish transportation, government rules, regulations, acts, orders,

restrictions or requirements or any other cause or circumstance beyond the reasonable control

of such Party No such inability to deliver or delay in delivery shall invalidate the remainder

of this Agreement.

Indemnification: Distributor shall indemnify and shall always keep Company indemnified

against all costs, actions, claims, losses, damages, suits, prosecutions, including all liquidated

losses, consequential losses and legal fees which Company may suffer/ incur on account of

Distributor’s failure to comply in whole or in part of any of the terms and conditions of this

Agreement or against any/ all claims of/ by its employees including but not restricted to the

claims under any enactment in force or Statutory Modifications thereof or otherwise for or in

respect of any claim for damage or compensation payable in consequence of any accident or

injury sustained by any employee or other personnel of Distributor or in respect of any claim,

damage or compensation under Labor Laws or any other Laws or rules made there under, by

any person whether in the employment of Distributor or not.

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 Assignment: Save as set out herein, Distributor shall not assign or purport to assign or

otherwise deal with any of its rights and obligations hereunder, except with the express prior

written consent of Company.

Statutory Compliances: Distributor shall maintain all requisite records, registers, sales report,

stock report, and delivery reports which are obligatory under any applicable law in respect of

its business and whenever Company needs, the Distributor shall provide such information as

may be required under any law to any authority and further shall comply with all applicable

statutes. Company shall not be liable in any manner whatsoever for any non-compliance on

part of Distributor of the applicable laws and in the event of any adverse claim of whatsoever

nature arising thereof, and the entire burden shall be strictly borne by Distributor.

Modifications: This Agreement, together with any attached schedules or addendums,

constitute the entire agreement between Company and Distributor and supersedes all prior
agreements or understandings with respect to the subject matters contained herein. This
Agreement shall not be amended, altered or changed except by a written agreement signed by
both parties.

10. SEVERABILITY

If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If any court or
body of competent jurisdiction finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid or enforceable, then
such provision shall be deemed to be written, construed and enforced as so limited. However,
the invalidity or limitation of any such provision shall not affect the validity of the remaining
provisions.

11. DISPUTE, ARBITRATION AND JURISDICTION OF COURTS:

i. Any dispute or difference arising out of and under these presents including as to the
interpretation of the terms and conditions, or non-compliance or non-payment, the same
shall be resolved mutually and amicably by both the parties and if no settlement could be

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 reached within [30] days, the same shall be referred to the sole Arbitrator who shall be
appointed by “Company” in accordance with the Arbitration and Conciliation Act, 1996.
ii. If it cannot be so resolved amicably the same shall be referred to the Arbitration under the
provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification
thereof in force. The Arbitration shall be held at _____ and it shall be conducted in English
language only.
iii. The Courts at _____ alone shall have jurisdiction to try and entertain disputes between the
parties arising under these presents including arising from the Arbitration proceedings.

IN WITNESS WHEREOF THE PARTIES HERETO have set their respective

hands, put their signature to this DISTRIBUTOR AGREEMENT at _____ in the presence

of the following attesting witnesses signing as such on the day, month and year first above

mentioned.

WITNESSESS

1. _____________
M/S V- Dream Technology and

Communication Private Limited

Through its Diector

Mr. Sun Yudong

(Company)

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2. _______________ _______________

______________________

Through its _______

Mr. ________

(Distributor)

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