PURCHASE AGREEMENT

This Purchase Agreement (“Agreement”) is made on this xxxxxxxxxxxxxxxxdate by and

between:

(i) xxxxxx (hereinafter referred to as “Seller” which term shall unless repugnant to the

subject or context mean and include its successors and permitted assigns) of the First

Part; and

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(ii) NEGILA YOGI having its registered office at HIG 62 Radhakrishna Nagar,

Mulgund road Gadag KARNATAKA.INDIA. Acting through its authorized

signatory, Shadakshari proprietor (hereinafter referred to as “Purchaser” which

term shall unless repugnant to the subject or context mean and include its successors

and permitted assigns) of the Second Part.

The Seller and the Purchaser are hereinafter collectively referred to as “Parties” and

individually as “Party”.

WHEREAS:

A. The Seller is a company engaged inter alia, in the business of manufacturing Agro

Chemicals like: PESTICIDES, INSECTICIDES, FUNGICIDES, ACARICIDES

WEEDICIDES, RODONTICIDES, HOUSE HOLD INSECTICIDES, FUMIGANTS

and SYNTHETIC PYRETHROIDS & MULTI MICRONUTRIENTS etc. Purchaser

is a company engaged in the business of manufacturing and marketing of

AGROCHEMICALS / BIOTECHNOLOGY based Agri inputs.

B. The Purchaser is desirous of buying the Products (as defined below) from the Seller

for further sale and marketing under their trade names through its authorized agents

and the Seller has agreed to sell the Products (as defined below) to the Purchaser

upon the terms and conditions set out hereinbelow.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY

AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. Definitions and Interpretation

1.1 In this Agreement (including in the recitals hereof or schedules hereto), the following

words and expressions shall have, where the context so permits, the following

meaning ascribed to them:

“Delivery Point” shall have the meaning prescribed in Clause 2.3.

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 “Effective Date” shall mean xxxxxxxxxxxxx

“Premises” shall have the meaning prescribed in Clause 5.3

“Products” shall mean the Agro Chemicals manufactured by the Seller and to be sold

to the Purchaser in the manner contemplated in this Agreement and as detailed in

Schedule 1 hereto.

1.2 Except where the context requires otherwise, this Agreement will be interpreted as

follows:

(a) In this Agreement headings are for convenience only and shall not affect the

interpretation of the covenants hereof.

(b) Where a word or phrase is defined, other parts of speech and grammatical

forms and the cognate variations of that word or phrase shall have

corresponding meanings.

(c) Words importing the singular shall include plural and vice versa.

(d) Reference to Recitals, Clauses and Schedules are to recitals, clauses and

schedules of this Agreement.

(e) Words denoting one gender include the other gender.

(f) any reference in this Agreement to a statutory provision includes that

provision and any regulation made in pursuance thereof, as from time to time

modified or re-enacted, whether before or after the date of this Agreement.

2. Purchase of the Products and Placing of Orders

2.1 The Purchaser shall during the Term of this Agreement place orders on the Seller for

supply of the Products, in accordance with the terms and conditions of this

Agreement. The placing of orders shall be communicated to the Seller by the

Purchaser through a written purchase order 3 months Purchase Indents in Advance to

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 procure Raw Material and Packing Materials to meet the delivery schedules, as may

be mutually agreed between the Parties from time to time.

2.2 The Seller shall prepare and pack the Products and deliver the Products to the

Purchaser, based on orders placed by the Purchaser in accordance with the provisions

of Clause 2.1 and the instructions of the Purchaser as may be issued from time to

time. The Seller shall be under an obligation to supply the Products ordered, strictly

in accordance with the terms and conditions of this Agreement and the supply

schedule specified by the Purchaser in each order. No Cancellation of Order as such

all the Raw Materials & Packing Materials are purchased purely on Purchasers

Indents.

2.3 The Products shall be supplied by the Seller to the Purchaser at such location as may

be specified by the Purchaser in the purchase order placed by the Purchaser from time

to time (“Delivery Point”), in accordance with the delivery schedule specified in each

order; provided that the minimum delivery time shall be at least 30 days from the date

of placing of such order. The Transfer Prices agreed mutually are Ex-Works of the

Seller all the transportation charges and Handling Charges to the purchaser account.

2.4 Every consignment of the Products delivered by the Seller to the Delivery Point shall

be accompanied by appropriate documentation to reflect the details of the Products

being delivered at the Delivery Point in accordance with order placed by the

Purchaser in accordance with the provisions of this Agreement. At the time of

delivery, the Purchaser and/or its authorised representatives present at the Delivery

Point shall inspect the Products being delivered and acknowledge delivery of the

Products on the documentation being carried by the representatives of the Seller

delivering the Products. The Seller acknowledges that such documentation shall be

the only evidence that the Products have been delivered by the Seller at the Delivery

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 Point in accordance with the orders placed by the Purchaser. The title to the Products

shall transfer to the Purchaser at the time of delivery of Products by the Seller at the

Delivery Point. It is agreed that the appropriate insurance cover on the Products,

including for transit, till delivery at the Delivery Point shall be the sole

responsibility of the Purchaser, including the costs to be borne in relation thereto,

and the Seller shall not be liable in this respect.

3. Packaging and Labeling

3.1 The Products to be supplied by the Seller to the Purchaser in terms of this Agreement

shall at all times be packed and labeled by the Seller, in accordance with the

Insecticides Act 1968 applicable.(with any amendments’ from time to time-as

notified by the Regulatory authority).

3.2 The Products shall be packed and labeled in accordance with the specifications and

instructions as may be issued by the Purchaser from time to time. Damages,

Leackages & Shortage should be informed within 7days from the date of delivery

along with Packing Slip & Gross Weight of the shipper.

4. Pricing, Invoicing and Payment Terms

4.1 The Seller shall raise an invoice (“Invoice”) on the Purchaser immediately on the

dispatch of products based on orders placed by the Purchaser, in accordance with the

provisions of Clause 2.1 of Purchase Agreement.

4.2 The Seller shall sell the Products to the Purchaser as per the rates specified in

Schedule II hereto, which may be reviewed and revised from time to time in such

manner as may be mutual agreed between the Parties. The amounts payable by the

Purchaser under an Invoice shall be as per payment details specified in Schedule II.

4.3 The purchaser shall be pay 100% of amount as advance along with purchase order.

5. General Obligations of the Seller

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5.1 The Seller shall at all times comply with all applicable laws, rules, regulations,

standards, guidelines and codes of practice, including but not limited to the provisions

of the Insecticides Act, 1968, the rules framed thereunder and also all laws, rules and

regulations applicable for the manufacturing and packaging, in connection with the

sale of the Products to the Purchaser in the manner contemplated in this Agreement.

5.2 The Packing material used for the Purchaser shall be at the cost of the Purchaser and

Seller will not be charged in the product.

6. Quality and Consistency

6.1 The Seller shall ensure that the Products sold by the Seller for to the Purchaser shall

be strictly prepared in accordance with the standards and specifications as may be

specified by the Purchaser from time to time.

6.2 To check the quality and consistency of the Products being sold by the Seller, the

Seller shall be responsible to undertake such quality checks on the samples of the

Products being sold to the Purchaser under this Agreement, as may be prescribed by

the Purchaser from time to time.

6.3 All Products manufactured by the Seller shall be inspected by the Purchaser at the

Delivery Point. The Purchaser will be entitled to test at its own cost and ascertain

whether the Product received by it confirms to the quality specification specified by

the Purchaser. In case of any manufacturing defects are noticed or if Product does not

conform to the quality specifications and sample approved by the Purchaser, the

Purchaser will communicate the same to the Seller in writing. The Seller will replace

such defective Products at nominal charges shall be discussed and finalized from time

to time to the Purchaser, within 15 days of the date of receiving such complaint from

the Purchaser. In case of difference of opinion between the Parties with regard to

quality the samples of the Product; the sample shall be referred to an independent

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 expert of an independent laboratory for testing the same. The finding of such

independent expert of an independent laboratory shall be final and binding on the

Parties. The cost of such laboratory analysis shall be to the account of the party in

default.

6.4 The Seller represents and warrants that the Products shall be fit and usable till the

date of expiry mentioned on the label affixed by the Seller on the Product packaging.

7. Representations and Warranties

8.1 Each Party hereby represents and warrants to the other Party as follows:

(i) It is duly organised and validly existing under the laws of its incorporation and

has full power and authority to enter into this Agreement and to perform its

obligations under this Agreement;

(ii) The execution and delivery of this Agreement and the performance by it of its

obligations under this Agreement have been duly and validly authorised by all

necessary corporate actions on its part. This Agreement constitutes a legal,

valid and binding obligation of such Party enforceable against it in accordance

with its terms;

(iii) the execution, delivery and performance by such Party of this Agreement and

the acts and transactions contemplated hereby do not and will not, with or

without the giving of notice or lapse of time or both, violate, conflict with,

require any consent under or result in a breach of or default under:

(i) applicable law; or

(ii) Any order, judgment or decree applicable to it; or

(iii) Any term, condition, covenant, undertaking, agreement or other

instrument to which it is a party or by which it is bound;

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 (iv) there are no legal, quasi-legal, administrative, arbitration, mediation,

conciliation or other proceedings, claims, actions, governmental investigations,

orders, judgements or decrees of any nature made, existing, or pending or, to its

best knowledge, threatened or anticipated, which may prejudicially affect the

due performance or enforceability of this Agreement or any obligation, act,

omission or transactions contemplated hereunder; and

(v) that it will comply with all applicable laws and regulatory requirements in

connection with the performance of its obligations under this Agreement, and

will not do or permit anything to be done which might cause or otherwise result

in a breach of this Agreement or cause any detriment to the transactions herein

envisaged.

9. Confidentiality

9.1 Each of the Parties shall procure that during the term of this Agreement and at all

times thereafter they shall keep confidential and cause their respective affiliates,

directors, officers, representatives, employees and agents, as the case may be, to keep

confidential any confidential information which any such persons may acquire in

relation to the transactions contemplated by this Agreement or in relation to the

employees, clients, business or affairs of the other Party and shall not use or disclose

such information except with the consent of the other Party. The restrictions in this

Clause 9 shall not apply to any information:

(a) Which is at the date of this Agreement publicly available other than through

breach of this Agreement by any Party;

(b) which was known to the Party, as evidenced by its written records, prior to it

receiving such confidential information.

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 (c) Which subsequently comes lawfully into the possession of the disclosing Party

by a third party which did not require any obligation of confidentiality; or

(d) Which is required to be disclosed in accordance with the requirements of law,

any Governmental authority, any stock exchange regulation or any binding

judgment, order or requirement of any court or other competent authority.

9.2 For the purpose of this Clause “confidential information” means all the information

of a confidential nature disclosed (whether in writing, verbally or by any other means

and whether directly or indirectly) by a Party to the other Party whether before or

after the date of this Agreement.

10. Term and Termination

10.1 This Agreement shall come into effect on the Effective Date and shall be valid for a

period of 3 years (“Term”), unless terminated earlier in accordance with the terms of

this Agreement.

10.2 It is agreed between the Parties that upon expiry of the Term, this Agreement shall

automatically stand renewed for a further period of one (1) year unless either Party

shall give the other Party written notice of termination at least 120 days prior to the

expiration of the Term, or unless terminated earlier under the provisions of this

Agreement.

10.3 The Parties hereby agree that this Agreement may be terminated on the occurrence of

one of the following events:

(i) Both Parties mutually agree to terminate this Agreement; or

(ii) Where any party is in breach of any of its material obligations contained in

this Agreement, then the party not in breach may require the party in breach to

remedy such breach within a period of not less than 30 days and where the

party in breach fails to remedy its breach within such cure period, the party

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 not in breach may forthwith terminate this Agreement by written notice, to the

party in breach.

10.4 Notwithstanding any other provision of this Agreement, it is agreed that Purchaser

shall have the right, at any time, to terminate this Agreement, for any reason

whatsoever, by serving a prior written notice of 30 days on the Seller.

11. Force Majeure

11.1 If either Party (“affected Party”) is prevented from performing its obligation under

this Agreement from causes which are beyond its reasonable control, such as, but not

limited to, strikes, labour controversies, fires, Acts of God or elements, embargoes or

governmental orders or restrictions, the affected Party shall be excused for non-

performance of its obligation during the period such cause continues to exist, but if

such cause continues to exist and prevents performance by the affected Party of its

obligation for more than 45 days, the other Party shall have the right to forthwith

terminate this Agreement effective upon delivery to the affected Party of written

notice of such termination.

12. Notices

12.1 Any notice pursuant to this Agreement shall be in writing signed by (or by some

person duly authorised by) the person giving it and may be served by leaving it or

sending it by facsimile, prepaid recorded delivery or registered post addressed as

follows (or to such other address as shall have been duly notified in accordance with

this Clause):

If to the Seller

M/s. xxxxxxxxxxxxxx

Attention : xxxxxxx

If to the Purchaser :

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 M/s. NEGILA YOGI

HIG 62 Radhakrishna Nagar,

Mulgund road Gadag.. Karnataka, India.

Phone: 7338051001

Attention : Mr. Shadakshari

12.2 All notices given in accordance with Clause 12.1 shall be deemed to have been served

as follows

(A) if delivered by hand, at the time of delivery;

(B) if posted, at the expiration of 5 (five) days after the envelope containing the

same was delivered into the custody of the postal authorities; and

(C) if communicated by facsimile, on receipt of confirmation of successful

transmission.

13. Governing Law, Dispute Resolution and Jurisdiction

13.1 In the event any dispute arises between the Parties out of or in connection with this

Agreement, including the validity thereof, the Parties hereto shall endeavor to settle

such dispute amicably in the first instance. The attempt to bring about an amicable

settlement shall be treated as having failed as soon as one of the Parties hereto, after

reasonable attempts, which shall continue for not less than 15 days, gives a notice to

this effect, to the other party in writing.

13.2 In case of such failure, the dispute shall be referred to a sole Arbitrator, who shall be

mutually appointed by the Parties. In the event the Parties are unable to mutually

agree on the identity of the sole Arbitrator in the manner specified above, then the

arbitration proceedings shall be conducted by the three Arbitrators of which the first

Arbitrator shall be appointed by the Purchaser, the second Arbitrator by the Seller and

both such arbitrators appointed shall mutually appoint the third presiding Arbitrator.

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 The Arbitration proceedings shall be governed by the Arbitration and Conciliation

Act, 1996 and shall be held in Bangalore and the language of arbitration shall be

English.

13.3 This Agreement shall be governed and interpreted in accordance with Indian laws and

the Parties submit to the exclusive jurisdiction of the courts at Bangalore

14. Intellectual Property Rights

14.1 The Seller hereby undertakes to supply the Products to the Purchaser under the

Trademarks of the Seller. The Purchaser shall decide the description on the labels,

and packaging material under which the Products shall be packed and supplied by the

Seller. The Seller acknowledges that in all cases in connection with its use of the

Trademarks that the owner thereof is and shall continue to be the Seller.

14.2 The Purchaser agrees not to register, use or file in its own name or in the name of any

other person or company any trademarks same or similar or resembling in any

manner the Trademarks and not to associate the Trademarks with its own business.

The obligation herein above set forth shall survive termination of this Agreement for

any reason whatsoever.

14.3 Upon the termination of this Agreement for any reason whatsoever, the Purchaser

shall immediately cease to use the Trademarks in any manner whatsoever and return

all the material bearing the Trademarks, as per the instructions of the Seller.

14.4 The Purchaser shall not claim any right, title, or interest in the Trademarks and the

same shall at all times continue to be the exclusive property of the Seller.

14.5 Notwithstanding the above, the Purchaser shall keep the Seller informed of all

possible infringements of the Trademarks in the territory of Karnataka and shall assist the

Seller in all reasonable ways in defending the Sellers’s rights and protect the Trademarks

in the territory of Karnataka. Reasonable costs incurred by the Seller, for providing such

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 assistance shall, subject to being pre-approved by the Sellers, are reimbursed by the

Seller to the Seller at actual. It is however clarified that if a third party claim is based on

the Seller’s having acted negligently; being in breach of its obligations or being in non-

compliance with the provisions of this Agreement or labeling and/or packing the Products

not being in compliance with the provisions of this Agreement or in non-compliance with

applicable laws, all claims, damages, liabilities and/or costs incurred in this regard shall

be borne by the Purchaser and the Seller shall have no liabilities in this respect.

14.6 The Purchaser shall not manufacture product similar to those of Seller where the

product formulation know – how is being developed by the Seller and transferred to

the Purchaser to market the products only for the Seller.

15. Miscellaneous

15.1 This Agreement constitutes the entire agreement between the Parties and supersedes

any previous agreements between the Parties whether oral or in writing regarding the

subject matter hereof.

15.2 Nothing in this Agreement shall be deemed to constitute a partnership between the

Parties or constitute any party the agent of any other party for any purpose or entitle

any party to commit or bind any other party in any manner or give rise to fiduciary

duties by one party in favour of any other.

15.3 Neither Party shall be entitled to assign or transfer any of its rights or obligations

under this Agreement except with the prior written consent of the other Party

concerned.

15.4 This Agreement may be amended only by an instrument in writing signed by each

party to this Agreement.

15.5 If any provision embodied in this Agreement appears to be legally invalid or null, the

Parties will replace such provision, considering the nature and contents of this

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 Agreement, the way consensus is reached, the mutually known interests of both

Parties as well as the other relevant circumstances, by a provision which is not

unreasonably onerous to any party and approximates the meaning of the legally

invalid provision as closely as possible.

15.6 The failure on the part of one party to exercise or enforce any rights resulting from

this Agreement shall not be a waiver of any such rights, nor shall any single or partial

exercise thereof operate so as to bar the later exercise or enforcement thereof.

15.7 This Agreement may be entered into in two or more counterparts each of which,

when executed and delivered, shall be an original, but all the counterparts shall

together constitute one and the same instrument.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS

AGREEMENT ON THE DATE HEREINABOVE FIRST MENTIONED.

SIGNED AND DELIVERED BY xxx THE SELLER

By: xxx

Title: Managing Director

Date: xx

Witness:

SIGNED AND DELIVERED BY

THE PURCHASER

By: Shadakshari

Title: Proprietor

Date: xxxxx

Witnes

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