RESELLER & MARKETING AGREEMENT

This RESELLER & MARKETING AGREEMENT("Agreement") is entered into on this [Date] ("Effective
Date"), at Mumbai, Maharashtra, India

BY AND BETWEEN

___________________________ a company incorporated under the laws of India, with its registered office at
[Address], (hereinafter referred to as the "Distributor," and shall include affiliates, subsidiaries and permitted
assignees, successors, heirs, administrators and transferees.)

AND

[Reseller's Company Name], a company incorporated/formed under the laws of India with its registered office at
[Address], (hereinafter referred to as the "Reseller.")

The Distributor and Reseller are hereinafter together referred to as “Parties” and individually a “Party”.

WHEREAS, the Distributor is engaged in the business of importing and supplying products and services as
described in Exhibit A (the "Products and Services").

WHEREAS, the Reseller has expertise in marketing, sales, publicity, and brand development in the territory of
India.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Distributor and the
Reseller hereby agree as follows:

1. PURPOSE
a) The Distributor has imported certain goods and services (collectively referred to as "Products") and
seeks to redistribute these Products within Assigned Territory in India through the Reseller.

2. APPOINTMENT
a) The Distributor hereby appoints the Reseller as its Reseller for the Products and Services in the
territory of India. The Reseller agrees to distribute, market, sell, and promote the Products and Services
within the Assigned Territory during the term of this Agreement.

b) The relationship between Distributor and Reseller established by his Agreement is that of independent
contractors, and all rights not expressly granted to Reseller are expressly reserved by Distributor.

c) Nothing contained in this Agreement shall be construed to:

i. give either Party the power to direct and control the day-to-day activities of the other;
ii. constitute the Parties as partners, joint ventures or co-owners for the purpose of this
Agreement; or
iii. allow Reseller to create or assume any obligation on behalf of Distributor for any purpose
whatsoever.

d) Distributor and Reseller shall each nominate one person (“Contact Person”) for routing all
communications between the Parties.

3. TERM
a) Subject to the provisions hereinafter contained, the Distributor hereby grants to Reseller right to
operate as the Reseller for a period of five (5) years commencing from effective date (herein referred as
initial period) of this Agreement

b) This Agreement subsequent to initial period may be auto renewed for a further period of twelve (12)
months every year on same terms and on such conditions as originally agreed mutually agreed to
between the Parties until either party terminates this agreement in accordance to the termination
provisions of this agreement.

4. COMMERCIAL TERMS
a) The Parties have agreed to the commercial terms detailed in Exhibit B to this Agreement.

5. ASSIGNED TERRITORY
a) The Distributor designates a specific geographical territory within India (the "Assigned Territory")
where the Reseller is authorized to distribute, market, and promote the Products as detailed in this
Agreement.

b) Assigned Territory mutually nominated by parties for Reseller under this agreement and duly accepted
by Reseller and the same is detailed in Exhibit C.

c) The Reseller shall conduct its distribution, marketing, and promotional activities exclusively within the
boundaries of the Assigned Territory, as specified in this Agreement.

d) Any proposed expansion of the Assigned Territory or alterations to the geographical boundaries shall
require the prior written agreement of both Parties.

e) The Reseller agrees to respect the geographical boundaries of the Assigned Territory and refrain from
conducting any distribution, sales, or marketing activities outside these boundaries without prior
written consent from the Distributor.

f) The Reseller acknowledges that engaging in distribution, sales, or marketing activities outside the
Assigned Territory without prior agreement from the Distributor constitutes a breach of this Agreement.

g) The Reseller's performance metrics, including sales targets and market development goals, shall be
defined within the context of the Assigned Territory, considering its unique market dynamics and
potential.

h) The Distributor reserves the right to engage additional Reseller within territories adjacent to or
neighbouring the Assigned Territory.

6. PRIOR APPROVAL
a) Reseller acknowledges, agrees and undertakes that it shall not, under any circumstances, directly or
indirectly engage in or undertake any marketing, sales, branding, public relations, advertising,
publication, marketing strategy, brand development activity, sales strategy or any other promotional
activities related to the products or services provided by the Distributor, without obtaining prior written
permission and approval from Distributor.

b) Reseller further acknowledges that any such marketing, sales, branding, public relations, advertising,
publication, marketing strategy, brand development activity, sales strategy must strictly adhere to the
guidelines and standards set forth by the Distributor and must not, in any manner, misuse, misrepresent,
or infringe upon the intellectual property rights, including but not limited to trademarks, trade names,
logos, or other proprietary marks, owned, associated, assigned or licensed to the Distributor.

c) Reseller understands and agrees that failure to obtain prior written permission and approval from
Distributor for any marketing, sales, branding, public relations, advertising, publication, marketing
strategy, brand development activity, sales strategy may result in legal action, including but not limited
to, injunctions, damages, and any other available remedies, to protect the interests and reputation of
Distributor.
d) This clause shall remain in effect throughout the duration of the business relationship between parties,
and any termination or expiration of such relationship shall not relieve Reseller of its obligations and
responsibilities as outlined herein.

7. MARKETING, SALES, PUBLICITY, AND BRAND DEVELOPMENT

a) Marketing Strategies
i. The Reseller shall devise comprehensive marketing strategies aimed at creating brand awareness
and driving demand for the Products and Services in the territory of India. These strategies shall
include but not be limited to Digital Marketing, Traditional Marketing, Trade Shows and
Exhibitions, Influencer and Partner Collaborations.
 ii. The Reseller shall develop and execute digital marketing campaigns leveraging various platforms,
including social media, search engines, and email marketing. The objective is to reach a wider
audience and engage potential customers effectively.

iii. The Reseller shall explore traditional marketing avenues such as print media, television, radio, and
outdoor advertising, as deemed appropriate to target specific segments of the Indian market.

iv. The Reseller shall participate in relevant trade shows, exhibitions, and industry events to showcase
the Products and Services. The Reseller shall ensure that the Distributor's brand is prominently
displayed, and promotional materials effectively communicate the value proposition.

v. The Reseller shall collaborate with industry influencers, thought leaders, and strategic partners to
amplify the reach of marketing efforts and lend credibility to the Products and Services.

b) Sales Strategies
i. The Reseller shall implement innovative sales strategies to drive product sales and achieve
mutually agreed-upon sales targets. These strategies shall include Client Relationship
Management, Product Training and Demonstrations, Tailored Solutions.

ii. The Reseller shall establish and maintain strong relationships with existing and potential
customers. Regular communication and personalized engagement shall be prioritized to understand
customer needs and preferences.

iii. The Reseller shall provide comprehensive training to its sales team regarding the features, benefits,
and proper usage of the Products and Services. The Reseller shall also arrange product
demonstrations for potential clients.

iv. The Reseller shall work closely with clients to understand their unique requirements and provide
tailored solutions that showcase the adaptability and versatility of the Products and Services.

c) Publicity and Brand Development

i. The Reseller shall implement initiatives to enhance the reputation and image of the Products and
Services in the Indian market including Press Releases and Media Coverage, Thought Leadership
Content, Brand Consistency

ii. The Reseller shall issue press releases and seek media coverage for significant product launches,
milestones, and achievements, thereby enhancing brand visibility.

iii. The Reseller shall create thought-provoking content, such as blogs, articles, and whitepapers, to
establish the Distributor’s authority in the industry and address the pain points of potential
customers.

iv. The Reseller shall adhere to the Distributor's branding guidelines, ensuring consistent use of logos,
colours, and messaging across all marketing collateral and communications.

d) Brand Development Collaboration

i. The Reseller shall collaborate with the Distributor to formulate and execute effective brand
development strategies. Any substantial branding initiatives, including changes to visual identity or
brand positioning, shall be presented to the Distributor for prior approval.

ii. The Reseller shall provide the Distributor with periodic brand development reports, outlining the
progress made in enhancing the Distributor's brand equity within the Indian market.

iii. The Reseller shall ensure that all communication and promotional materials convey the
Distributor's brand values and messaging accurately.

e) Reporting and Evaluation

i. The Reseller shall provide regular reports to the Distributor detailing the progress and effectiveness of
marketing initiatives. These reports shall include metrics such as website traffic, engagement rates,
 leads generated, and sales conversions. The parties shall jointly evaluate the effectiveness of marketing
strategies and make necessary adjustments as required.

f) Budget Allocation
i. The Reseller shall allocate a portion of its budget to finance the marketing activities mentioned in this
clause. The parties shall collaborate on budget allocation, and any significant deviations shall be
mutually agreed upon.

8. MARKET DEVELOPMENT
a) The Reseller acknowledges its pivotal role in developing and expanding the market for the Products
and services of the Distributor within the assigned region, in order to create a robust and sustainable
market share.

b) The Reseller agrees to implement a strategic market development plan, targeting key geographical
areas and customer segments, to effectively introduce and establish the Products and services of the
Distributor within the market.

c) The Reseller shall allocate dedicated resources, including a specialized market development team, to
execute the market development plan and achieve the desired market share objectives.

d) The Reseller shall conduct thorough market research to identify potential customer needs, preferences,
and trends, in order to tailor the marketing and sales strategies accordingly.

e) The Reseller shall employ a combination of traditional and digital marketing methods, as well as
engagement in industry-specific events and exhibitions, to increase brand visibility and awareness in
the market.

f) The Reseller shall actively collaborate with the Distributor to align the market development strategies
with the Distributor's product roadmap, ensuring that the Products remain competitive and aligned with
evolving market demands.

g) The Reseller shall provide regular progress reports to demonstrate the achievements and challenges
faced during the market development efforts.

h) The Reseller shall engage in proactive customer relationship management, ensuring excellent after-
sales support and feedback collection to refine the Products and services based on customer insights.

i) The Reseller shall prioritize building strong relationships with key industry stakeholders, such as
potential clients, partners, and regulatory bodies, to foster a positive ecosystem that supports the growth
of the Distributor's market presence.

j) The Parties shall periodically review and assess the effectiveness of the market development strategies
and, if necessary, adjust the strategies to ensure continuous progress toward achieving the defined
market share objectives.

9. SALES RESPONSIBILITIES
a) Sales Targets
i. The Distributor shall set sales targets for the Products and Services in consultation with the
Reseller. The parties shall work collaboratively to define these targets based on market potential,
historical data, and growth objectives.

b) Sales Channels
i. The Reseller shall explore and utilize a variety of sales channels to effectively distribute the
Products and Services within the assigned territory of India. These channels may include direct
sales, e-commerce platforms, authorized resellers, and partnerships with retail outlets.

c) Pricing and Quotation

i. The Distributor shall determine pricing strategies for the Products and Services, considering
market dynamics, competition, and profitability.
 ii. The Reseller shall provide accurate and timely price quotations to potential clients and maintaining
transparency.

d) Order Processing and Fulfilment

i. Upon receiving orders, the Reseller shall promptly process and fulfil them according to the agreed-
upon terms and delivery schedules. The Reseller shall ensure that all Products and Services are
delivered in excellent condition and comply with relevant quality standards.

e) Client Relationship Management

i. The Reseller shall establish and maintain strong relationships with clients throughout the sales
cycle. The Reseller's sales team shall be knowledgeable about the Products and Services, capable
of addressing client queries, and proactive in addressing client needs and concerns.

f) Sales Reporting
i. The Reseller shall provide monthly sales reports, on or before 05 th of every month, to the
Distributor, detailing the quantity of Products and Services sold, revenue generated, and any
noteworthy trends or insights along with sales forecast for succeeding three months.

g) After-Sales Support
i. The Reseller shall offer comprehensive after-sales support to clients and addressing any issues that
may arise. The Reseller shall act as the primary point of contact for clients' post-purchase needs.

h) Sales Training and Product Knowledge

i. The Reseller shall ensure that its sales team receives adequate training on the technical aspects and
benefits of the Products and Services. This training shall enable the sales team to effectively
communicate product features and advantages to potential clients.

10. BRAND DEVELOPMENT RESPONSIBILITIES

a) The Reseller undertakes to strategically cultivate the Reseller's brand presence within the Indian market
with an aim to elevate the Distributor’s brand within the assigned market, fostering enduring brand
loyalty and market influence.

b) The Reseller shall ensure that all communication and promotional materials reflect the Distributor's
brand values, voice, and messaging to create a unified brand image.

c) The Reseller shall strictly adhere to the Distributor's branding guidelines, encompassing visual
elements, tone, and style, for consistent representation across all touchpoints.

d) The Reseller shall customize brand strategies to resonate with local cultural nuances, fostering deeper
connections with the target audience and enhancing brand relatability.

e) Collaborating closely with the Distributor, the Reseller shall develop joint initiatives that spotlight the
brand, reinforcing its market position and creating impactful experiences.

f) The Reseller shall gather customer feedback to fine-tune the brand strategy, ensuring it remains
relevant, engaging, and aligned with evolving market preferences.

g) Exploring innovative avenues, the Reseller shall introduce creative campaigns and activations that
captivate the audience and stimulate brand engagement.

h) The Reseller's efforts shall focus on fostering long-term brand equity by cultivating loyalty, trust, and
emotional resonance among customers.

i) The Reseller shall regularly monitor brand performance and adapt strategies based on insights,
guaranteeing the brand's enduring relevance and market appeal.

11. ACCEPTABLE MARKETING METHODS

a) The Reseller acknowledges that effective marketing methods are essential for promoting the Products
and services of the Distributor within the assigned region. To maintain the Distributor’s brand
reputation and uphold ethical business practices, the Reseller shall adhere to the following guidelines
 for acceptable marketing methods such as but not limited to Ethical Conduct, Compliance with
Regulations, Truthful Representation, Respect for Competitors, Protection of Brand Identity, Customer
Privacy, Transparency, Cultural Sensitivity, Collaborative Planning, Review and Approval, Reporting
and Monitoring, Non-Compliance.

b) The Reseller shall conduct all marketing activities in a manner consistent with legal and ethical
standards, refraining from engaging in deceptive, misleading, or fraudulent practices that may damage
the Distributor's brand integrity or violate applicable laws and regulations.

c) The Reseller shall ensure that all marketing materials, including advertisements, promotions, and
communications, comply with relevant industry regulations and standards.

d) The Reseller shall provide accurate and truthful information about the Products and services, ensuring
that all claims and representations are supported by factual data and evidence.

e) The Reseller shall not engage in marketing activities that involve unfair competition, defamation, or
disparagement of competitors. Any comparative advertising shall be factual and respectful.

f) The Reseller shall strictly adhere to the Distributor's branding guidelines and specifications, ensuring
that all marketing materials accurately represent the Products and services while maintaining the
Distributor's brand identity.

g) The Reseller shall respect customer privacy and adhere to applicable data protection regulations when
collecting, storing, and utilizing customer information for marketing purposes.

h) The Reseller shall clearly disclose any material connections, affiliations, or incentives related to
promotional activities, ensuring transparency with customers and partners.

i) The Reseller shall consider cultural nuances and sensitivities within the assigned region when
designing marketing campaigns, avoiding content that may be offensive or inappropriate.

j) The Reseller shall collaborate with the Distributor to align marketing strategies with the Distributor's
product roadmap and overall business goals.

k) The Reseller shall seek the Distributor's approval for significant marketing campaigns or initiatives
before implementation to ensure alignment with the Distributor's strategic objectives.

l) The Reseller shall provide periodic reports to the Distributor on the progress and outcomes of
marketing activities, enabling both Parties to assess the effectiveness of the chosen marketing methods.

m) In the event that the Distributor identifies any marketing activities that do not align with the acceptable
methods outlined in this clause, the Reseller shall promptly rectify the situation and take corrective
measures to prevent reoccurrence.

12. REPORTING
a) The Parties recognize the importance of timely and accurate reporting to facilitate effective business
operations, planning, and decision-making.

b) To ensure transparency and alignment between the Parties, the Reseller shall provide the Distributor
with up-to-date reports on the following aspects;
i. Sales: Monthly sales reports to the retailers shall be submitted the end of each calendar month,
detailing the quantity and value of Products sold, segmented by Product SKUs and geographical
regions.
ii. Inventory: Monthly inventory reports shall be submitted end of each calendar month as per the
format provided.
iii. Marketing: Monthly marketing reports shall be submitted every month, outlining the status and
performance of ongoing marketing activities, including campaigns, events, and engagement
metrics.
iv. Other Reports: Any other relevant reports or updates requested by the Distributor shall be
submitted immediately upon the request.
c) All reports submitted by the Reseller shall be provided in electronic format (For.Ex.PDF or Excel).

13. FORECASTING
a) The Reseller recognizes the importance of accurate and timely forecasting to support effective
production planning, inventory management, and overall business operations. To facilitate these
objectives, the Reseller shall provide the Distributor with a 3-month rolling forecast of the expected
demand for the Products and Services.

b) The forecast shall cover a period of (3) three months ahead, with an updated forecast submitted at the
end of each month to ensure alignment with changing market conditions and demand trends.

c) The forecast shall be as per format provided by Distributor

d) In the event of significant changes in market conditions or unforeseen circumstances affecting the
Reseller's forecast accuracy, the Reseller shall promptly communicate these changes to the Distributor
and collaborate to adjust the forecast accordingly.

e) The Distributor acknowledges that the forecasted quantities provided by the Reseller are estimates
based on current market data and trends and are subject to change based on market dynamics.

14. STOCK MAINTENANCE

a) The Reseller acknowledges its responsibility to maintain a consistent and adequate inventory of the
Products to meet market demand within the assigned territory. The Reseller shall strive to ensure a
balanced stock level that prevents shortages or excesses while minimizing the risk of overstocking.

b) The Reseller shall implement effective inventory management practices, including regular stock
checks, to ensure accurate record-keeping and to promptly identify any discrepancies.

c) The Reseller shall ensure that all Products are stored in suitable conditions to preserve their quality and
integrity. Adequate storage facilities, including appropriate temperature and humidity controls, shall be
maintained to prevent damage or deterioration.

d) The Reseller shall implement a first-in, first-out (FIFO) inventory system for perishable and/or time-
sensitive Products to prevent spoilage and obsolescence.

e) The Reseller shall establish a robust system for tracking expiry dates, if applicable, and shall take
proactive measures to prevent the distribution of expired Products.

f) In cases where the Products have specific storage requirements or handling instructions as provided by
the Distributor, the Reseller shall strictly adhere to these guidelines to ensure the Products' optimal
condition.

g) The Reseller shall maintain accurate and up-to-date records of all incoming and outgoing Products,
including quantities, dates, and destinations. These records shall be made available to the Distributor
upon request.

h) The Reseller shall periodically provide the Distributor with inventory reports detailing stock levels,
turnover rates, and any anticipated changes in demand to facilitate informed production planning.

i) The Reseller shall be responsible for all costs associated with stock storage, handling, insurance, and
other related expenses, unless otherwise agreed upon in writing.

j) Should the Reseller identify any concerns regarding stock levels, potential stockouts, or inventory
management challenges, the Reseller shall promptly notify the Distributor to discuss possible solutions
and adjustments.

k) Upon termination or expiration of this Agreement, the Reseller shall work in good faith to coordinate
the transfer or return of any unsold Products in accordance with mutually agreed terms.
l) The Reseller shall hold the Distributor harmless from any claims, liabilities, or losses arising from
inadequate stock management or breach of quality due to improper storage or mishandling.

15. QUALITY CONTROL REQUIREMENTS

a) The Reseller acknowledges the significance of maintaining consistent quality standards for the
Products distributed within the assigned region.

b) The Reseller shall conduct thorough inspections of all incoming Products to verify their conformity to
the agreed specifications, including physical attributes, packaging, labelling, and relevant
documentation.

c) The Reseller shall ensure that the Products meet all applicable national and international quality and
safety standards, as well as any regulatory requirements within the assigned region.

d) The Reseller shall promptly communicate any quality-related concerns, defects, or deviations identified
in the Products to the Distributor at the time of taking delivery of product from Distributor and not
subsequently, along with relevant documentation and details for corrective actions

e) In case of non-conforming Products at the time of deliver the product shall be returned immediately
back to the Distributor.

f) The Reseller shall ensure that all necessary product documentation, such as user manuals, safety
instructions, and warranties, is provided to customers in compliance with regulatory requirements.

g) The Distributor shall have the right to conduct periodic audits of the Reseller’s quality control
processes to verify adherence to the agreed-upon standards. Such audits shall be scheduled in advance
and carried out in a non-disruptive manner.

h) Reseller understand and undertakes to adhere and follow guidelines issued by Distributor periodically
on storage and handling of products.

16. RIGHTS AND OBLIGATIONS OF PARTIES

A. Reseller's Rights
a) The right to distribute the Distributor's Products within the assigned region in accordance with the
terms and conditions outlined herein.

b) The right to use the Distributor's trademarks, trade names, and logos solely for the purpose of
promoting and distributing the Products.

c) The right to receive timely and accurate information, including sales forecasts, product updates, and
marketing support, from the Distributor to facilitate effective distribution.

B. Reseller’s Obligations
a) To promote, market, and distribute the Products diligently and in a manner consistent with industry
standards and the Distributor's branding guidelines.

b) To maintain adequate stock levels, manage inventory efficiently, and prevent stockouts to meet market
demands.

c) To provide accurate and timely sales forecasts, inventory reports, marketing updates, and any other
reports as specified in this Agreement.

d) To comply with all applicable laws, regulations, and standards governing the distribution, marketing,
and sale of the Products within the assigned region.

e) To ensure the Products are stored, handled, and transported in compliance with the Distributor's
guidelines to preserve their quality.

f) To protect the Distributor's intellectual property rights and confidential information and refrain from
any actions that may harm the Distributor's brand reputation.
C. Distributor's Rights
a) The right to oversee the marketing, sales, and distribution activities of the Reseller to ensure alignment
with the Distributor's brand and business objectives.

b) The right to provide marketing support, training, and product information to assist the Reseller in
effective product promotion.

c) The right to terminate this Agreement in accordance with the termination clause if the Reseller
breaches any material terms.

D. Distributor's Obligations
a) To provide the Reseller with accurate and up-to-date information, including product specifications,
marketing materials, and sales guidance.

b) To facilitate open communication, cooperation, and support to enable the Reseller’s successful
distribution efforts.

17. LICENCES, PERMISSIONS & LEGAL REQUIREMENTS

a) Reseller shall obtain all permits, licenses, and other forms of clearance from governmental or
regulatory agencies, if any, as it deems necessary for the conduct of its business operations in
accordance with this Agreement.

b) Reseller shall at all times comply with all applicable laws, rules and regulations from time to time in
force and all other laws, rules and regulations relating to procurement of materials including imported
materials, relating to or appertaining to the due and proper performance of Reseller's duties and
obligations under this Agreement.

18. COSTS, CHARGES AND EXPENSES

a) All costs, charges and expenses incurred by Reseller relating or incidental to its obligations under this
Agreement shall, subject to any express provisions to the contrary contained in the Agreement, be
borne and paid by Reseller fully, unless responsibility for such expenses have been expressly
undertaken in writing by Distributor.

b) Parties will bear their independent costs and expenses in connection with the preparation, negotiation
and execution of this Agreement and for fulfilling the conditions precedent under the Agreement.

19. TAXES
a) Both Parties acknowledge and agree that each shall be responsible for their respective taxation
obligations arising from the activities conducted under this Agreement within their respective
jurisdictions.

b) Each Party shall promptly provide the other Party with any necessary tax documentation, forms, or
certifications required for compliance with relevant tax laws. Additionally, both Parties shall provide
accurate and complete information as necessary for tax reporting purposes.

c) Each Party shall indemnify and hold the other Party harmless from any claims, penalties, fines,
liabilities, or expenses arising from the failure to fulfill their respective tax obligations as outlined in
this Agreement.

d) In the event that withholding taxes are required to be deducted by Distributor according to local tax
regulations, the Distributor shall promptly notify the Reseller of the deducted amount, provide
appropriate documentation, and remit the withheld amount to the relevant tax authorities.

e) Both Parties shall collaborate and cooperate in good faith to address any taxation-related inquiries,
assessments, or audits that may arise, and shall provide the necessary support to ensure compliance
with tax authorities' requests.

20. RECORDS
a) Reseller shall at all times keep and maintain proper records in its books relating to all matters and
transactions under or arising out of this Agreement.

b) Reseller shall from time to time, and on the request of Distributor, submit to Distributor statements and
reports in such form and containing such particulars and information regarding the said product and
matters relating thereto as may be prescribed by Distributor.

c) The Reseller shall be responsible for preserving all documents, records, and information pertaining to
taxation and accounts relevant to the transactions governed by this Agreement.
d) The Reseller shall retain and securely store these documents for the maximum period prescribed under
applicable laws and regulations. In case there is no specific duration prescribed under the law, the
Reseller shall retain such documents for a period of 8 years from the date of their creation or the
termination of this Agreement, whichever is longer.

e) Upon the Distributor's written request, the Reseller shall promptly provide copies of the requested
documents and records, either in physical or electronic format, as reasonably required by the
Distributor.

f) The Reseller shall ensure that all documents are accurately maintained, organized, and readily
accessible to facilitate compliance with this Clause.

21. INSPECTION OF BOOKS OF ACCOUNTS

a) The Distributor shall have the right to inspect and examine the books of accounts, financial records,
and such other documents of the Reseller that pertain to the transactions governed by this Agreement.

b) The Reseller shall allow such inspections upon receiving a written notice from the Distributor at least
two (2) business days in advance. The notice shall specify the date and time of the inspection.

c) The Distributor agrees to conduct such inspections during the Reseller's normal business hours, in a
manner that does not unduly disrupt the Reseller's operations.

22. REPRESENTATIONS AND WARRANTIES

a) Reseller represents and warrants that:
i. it is in good standing under laws of the country of its incorporation;

ii. it has the legal capacity to execute this Agreement and to perform its obligations herein;

iii. to enter into this Agreement, all requisite approvals/consents to which it is subject or as required
under its charter documents are obtained;

iv. this Agreement constitutes a valid, binding and enforceable legal obligation, subject only to
limitations arising from bankruptcy/insolvency laws, creditors’ rights or principles of equity;

v. it is not insolvent or unable to pay its debts, nor has any petition, application or other proceedings
been presented for a winding-up, administrative order, creditors’ voluntary arrangement or similar
relief and nor has any receiver, administrator, liquidator, supervisor or similar official been
appointed in respect of it; and

vi. the signatory to this Agreement is duly authorised by the Party for and on whose behalf, he/she is
signing this Agreement to execute the same in a manner binding upon the said Party and that all
corporate approvals and procedures necessary for vesting such authority in him/her have been duly
obtained and complied with.

23. MAXIMUM RETAIL PRICE (MRP)

a) The Reseller hereby agrees and undertakes not to sell the Products covered under this Agreement at a
price exceeding the Maximum Retail Price (MRP) indicated on the Products or packaging thereof.

b) The Reseller shall at all times comply with the provisions of the Legal Metrology Act and the rules and
regulations made thereunder, as may be in force from time to time.
c) The Reseller shall ensure that all weighing and measuring instruments used in relation to the sale of
Products, including but not limited to weighing scales and measuring containers, are duly verified,
stamped, and maintained in accordance with the Legal Metrology Act and its rules.

d) The Reseller shall ensure that the prices of the Products, inclusive of all applicable taxes and duties, are
clearly and conspicuously displayed to consumers at the point of sale, including on the Products
themselves or at the sales counter.

e) The Reseller shall maintain accurate records of all transactions involving the Products, including but
not limited to invoices, receipts, and sales records. These records shall be retained for the duration
prescribed by the Legal Metrology Act or any other applicable laws, whichever is longer.

24. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS

a) Each party acknowledges and agrees to comply with all applicable laws, regulations, rules, ordinance,
guidelines and industry standards relevant to their respective roles and responsibilities under this
Agreement. The Distributor shall ensure compliance with the laws governing the import, quality, and
safety of the Products and Services. The Reseller shall ensure compliance with the laws pertaining to
marketing, sales, distribution, storage and any other activities related to the Agreement.

b) In the event that either party (the "Defaulting Party") fails to adhere to any applicable laws or
regulations, rules, ordinance, guidelines, industry standard in the course of performing its obligations
under this Agreement, the Defaulting Party shall indemnify and hold harmless the other party (the
"Non-Defaulting Party") from any actual or possible claims, litigation, damages, losses, liabilities,
fines, penalties, or expenses arising out of such non-adherence.

c) If either party becomes aware of any actual or potential non-compliance with applicable laws and
regulations, rules, ordinance, guidelines, industry standards it shall promptly notify the other party in
writing. The parties shall cooperate to address and rectify the non-compliance in a timely manner.

d) The Defaulting Party shall be responsible for bearing any legal costs, expenses, or fees incurred by the
Non-Defaulting Party as a result of the Defaulting Party's non-compliance with applicable laws and
regulations.

e) The Non-Defaulting Party shall take reasonable steps to mitigate any damages or losses resulting from
the Defaulting Party's non-compliance. The Defaulting Party shall promptly reimburse the Non-
Defaulting Party for any reasonable expenses incurred in the process of mitigation.

25. WORKFORCE
a) The employees of each party (the "Respective Party") engaged in the performance of obligations under
this Agreement shall be considered solely and exclusively as employees of the Respective Party. Each
Respective Party shall be responsible for the selection, engagement, management, supervision,
performance evaluation, and termination of its respective employees.

b) It is expressly acknowledged, undertaken and agreed that the employees of one party shall not, under
any circumstances, be considered or treated as employees, agents, contractors, or representatives of the
other party (the "Other Party") for any purpose whatsoever. Neither party shall have any right,
authority, or responsibility over the employees of the Other Party.

c) It is accepted, undertaken and agreed that the engagement of employees by a Respective Party for the
performance of obligations under this Agreement shall not create, imply, or establish any employment
relationship, joint venture, partnership, agency, or any other similar relationship between the parties for
any legal or regulatory purpose.

d) It is understood, accepted and undertaken that each Respective Party shall be solely responsible for the
payment of salaries, wages, benefits, incentives, and any other compensation to its respective
employees, in compliance with applicable laws and regulations. The Respective Party shall also be
solely responsible for ensuring the payment of all statutory dues, including but not limited to taxes,
social security contributions, and other mandatory payments applicable to its employees.
e) The parties acknowledge that they shall not be liable for the actions, omissions, conduct, or behavior of
employees of the Other Party. Any disputes, claims, or liabilities arising out of or related to the actions
of employees shall be the sole responsibility of the Respective Party employing the relevant employee.

f) Each Respective Party agrees to indemnify, defend, and hold harmless the Other Party from any claims,
damages, losses, liabilities, fines, penalties, or expenses arising out of or related to the actions or
omissions of its respective employees.

26. NON-COMPETE AND NON-SOLICITATION

a) During the Term of this Agreement and for a period of Five (5) years thereafter, Reseller shall not
directly or indirectly, employ or personally or through others, solicit, induce, or attempt to solicit or
induce (on its own behalf or on behalf of any other person or entity) any personnel of Distributor.

b) Reseller shall not, either by itself or through any of its promoters or their family members, employees
or agents manufacture, sale, store, import, trade, distribute and pack any other products which are
competitive with the Products (“Competing Products”) for any other brands for a period of three (3)
years to the open market after termination of this agreement.

27. INDEMNITY
a) Reseller indemnifies and holds Distributor harmless against all claims, expenses, losses, liabilities
awarded or otherwise against Distributor directly or indirectly from:
i. any breach by Reseller of this Agreement, and
ii. any act or omission by Reseller relating to this Agreement.

28. LIMITATION OF LIABILITY

a) This Agreement sets forth the full extent of the Parties’ obligations and liabilities arising out of or in
connection with this Agreement, and there are no conditions, warranties, representations or terms,
express or implied, that are binding on the Parties except as specifically stated in this Agreement.

b) Any condition, warranty, representation or other term which might otherwise be implied into or
incorporated in this Agreement, whether by statute, common law or otherwise, is hereby expressly
excluded. Distributor’s maximum liability shall be limited to the latest amounts paid under this
Agreement and Distributor shall in no case have any liability to Reseller for any special, indirect or
consequential losses or damages; or otherwise under this Agreement.

29. TRANSFER OF PRODUCT LIABILITY

a) Upon successful delivery of the Products by the Distributor to the Reseller in accordance with the
terms of this Agreement, all liability associated with the Products, including but not limited to product
defects, quality, safety concerns, performance and compliance with applicable laws and regulations,
shall transfer from the Distributor to the Reseller.

b) The Reseller acknowledges that, from the moment of delivery, it assumes full responsibility for the
Products and their use, including any risks, liabilities, and obligations related to the Products.

c) The Reseller alone shall be responsible for any and all claims, disputes, liabilities, or legal actions
arising from the sale, distribution, or use of the Products after delivery to the Reseller by the
Distributor.

30. RIGHT OF INSPECTION

a) The Reseller hereby grants the Distributor the irrevocable right to access and inspect, at reasonable
times and upon reasonable notice, all premises, including but not limited to warehouses, offices, and
places of business, owned or operated by the Reseller ("Premises"). This right of inspection is granted
to ensure compliance with the terms and conditions of this Agreement.
b) The Distributor's right of inspection may encompass a variety of purposes, including but not limited to:
i. Verification of inventory levels and stock management;
ii. Inspection of product storage conditions and handling;
iii. Evaluation of compliance with branding and marketing standards;
iv. Review of sales and financial records pertaining to the Products;
v. Investigation of product quality and safety concerns.
c) The Reseller shall cooperate fully with the Distributor during the inspection process, providing access
to the Premises and any requested documentation or information related to the Products covered by this
Agreement.

d) The Distributor shall bear its own costs and expenses associated with inspections conducted under this
Clause, including but not limited to travel, accommodation, and personnel costs.

31. SUB CONTRACTING & PARTNERSHIP

a) Reseller shall not sub-contract its rights or obligations or enter into a partnership under this Agreement
to any third-party without the prior written consent from Distributor.

32. TERMINATION
a) Either party may terminate this Agreement by providing 60 (Sixty) days written notice to the other
party in case of
i. a material breach of any provision herein
ii. Or for convenience

b) The termination of this Agreement shall not prejudice any of the parties’ rights and remedies which
have accrued as at termination.

c) Upon the termination of this Agreement for any reason, including if initiated by the Distributor, the
Parties acknowledge and agree to cooperate in a seamless transition process to safeguard the interests
of both Parties and maintain the continuity of business operations.

d) In the event that the Reseller terminates this Agreement, the Reseller shall take the following actions:
i. The Reseller shall provide the Distributor and any new Reseller introduced by the Distributor with
access to all existing and potential marketing and sales leads. This includes sharing relevant
contact information, communication history, and other pertinent data to facilitate smooth customer
engagement and relationship management.

ii. The Reseller acknowledges that following the termination of this Agreement, it shall refrain from
directly engaging in business activities that compete with the Products distributed under this
Agreement within the same geographic territory for a period of (36) thirty-six months. This non-
compete obligation aims to protect the Distributor's business interests.

iii. In cases where the Distributor introduces a new Distributor to replace itself, the Reseller
undertakes the responsibility of assisting the new Distributor in establishing its presence within the
market. This includes, but is not limited to, sharing insights about market dynamics, introducing
the new Distributor to existing customers, and providing necessary training or guidance to ensure a
successful transition.

iv. The Reseller shall extend its best efforts to ensure a smooth handover of responsibilities and
operations to the Distributor and/or the new Distributor. This shall include transferring relevant
documentation, customer records, marketing materials, and any other pertinent information to
facilitate the transition.

v. The Parties shall work collaboratively to minimize any disruption to customers, ensuring that
ongoing orders and customer relationships are managed effectively during the transition period.

vi. The Reseller acknowledges that its commitment to these post-termination duties is essential to
maintaining a positive business relationship and safeguarding the Distributor's brand reputation
within the market.

vii. The Parties understand and agree that any breach of the non-compete obligation, failure to
cooperate with the transition process, or failure to share relevant information with the Distributor
and/or the new Distributor shall entitle the non-breaching Party to seek remedies as permitted by
law.

e) Upon termination, all Confidential Information, Products, and other property belonging to Distributor
shall be immediately returned Reseller to Distributor, at Reseller’s cost, according to Distributor’s
 directions. Reseller shall not make or retain any copies of any Confidential Information that may have
been entrusted to it.

f) With effect from the date of termination, each Party's rights and obligations under the Agreement shall
be released and discharged in full except;
i. in relation to any payments owing and due to each Party on the date of termination; and
ii. for those rights and obligations expressed to survive termination.

g) In the event of termination of this Agreement, there shall be no use or disclosure by Reseller of any
Confidential Information and Reseller agrees that it shall not utilize Distributor’s Confidential
Information while dealing with any activity.

33. CONFIDENTIALITY
a) Both parties shall maintain the confidentiality of all information exchanged under this Agreement,
except as required by law or with the written consent of the other party.

b) Both Parties shall treat all non-public information shared under this Agreement as confidential and
shall not disclose, use, or reproduce such information for any purpose other than the performance of
this Agreement, without the prior written consent of the disclosing Party.

c) “Confidential Information” shall mean all information or material, including financial and
proprietary information of Distributor or any entities owned or controlled by Distributor or
Distributor’s promoters, or any of their affiliates, whether existing or hereafter acquired or developed,
and/or entrusted to the Parties. Confidential Information includes without limitation, intellectual
property, business plans, working methods, current customer names, confidential, sensitive or
proprietary information belonging to Distributor.

d) Reseller acknowledges that by reason of its relationship with Distributor under the Agreement, it will
have access to Confidential Information, the value of which would be impaired if such information
were disclosed and Reseller shall take every reasonable precaution to protect the confidentiality of such
Confidential Information.

e) Reseller agrees to treat the terms of this Agreement and all other information provided under or in
connection with this Agreement are to be treated as confidential, and agrees not to disclose this
information to any other person except;
i. to employees of Reseller or

ii. any person professionally engaged by Reseller, as long as they in turn are bound by similar
confidentiality requirements

iii. to the extent required by law;

iv. to the extent required by Reseller for performing its obligations; and

v. in every other case, where the disclosure has been approved in writing by Distributor.

34. FORCE MAJEURE

a) Neither party shall be held responsible for any delay or failure in performance of its obligations under
this Agreement due to events beyond its reasonable control, including but not limited to acts of nature,
war, terrorism, strikes, labor disputes, government actions, mutiny, act of God, pandemic, earthquake,
fires, floods, and other unforeseen circumstances. In the event of such a delay or failure, the affected
party shall promptly notify the other party and take all reasonable steps to mitigate the impact. The
affected party's performance obligations shall be suspended during the duration of the force majeure
event. If the force majeure event continues for a period of 3 (three) months, either party may elect to
terminate this Agreement without penalty. This clause shall not excuse payment obligations arising
prior to the occurrence of the force majeure event.

35. GOVERNING LAW AND DISPUTE RESOLUTION

a) This Agreement shall be governed by and construed in accordance with the laws of India only and
Courts of Mumbai alone shall have exclusive and sole jurisdiction.
b) Where a dispute arises under this Agreement, the Parties shall make all reasonable efforts to resolve the
dispute through good faith negotiations. If efforts to amicably resolve any dispute, controversy or claim
arising out of or relating to this Agreement between the Parties are unsuccessful, then such dispute shall
be referred to and resolved through mediation before pursuing any other legal remedies. The Parties
shall jointly notify the Managing Director of the Distributor in writing of their intention to initiate
mediation and such notification shall include a brief description of the dispute. Upon receipt of such
notification Managing Director of the Distributor shall serve as the mediator for the dispute, but if
Managing Director is unwilling or unable to mediate, then Managing Director alone shall have the sole
right to select a substitute mediator.

c) If efforts to amicably resolve any dispute or claim between the Parties by way of mediation are
unsuccessful, then such dispute shall be referred to and resolved by arbitration under the Arbitration
and Conciliation Act, 1996. The arbitral proceeding and the award shall be final and binding on all
Parties.

d) Distributor shall appoint a sole arbitrator (“Arbitrator”) within seven (7) days of receipt of a notice by
an aggrieved Party (“Claimant”) confirming that efforts to amicably resolve any dispute has been
unsuccessful and seeking to initiate arbitration (“Arbitration Notice”), failing which Distributor shall
have the right to appoint the sole Arbitrator within seven (7) days thereafter and Reseller shall be
deemed to have accepted such appointment. The venue and seat of arbitration will be Mumbai and all
proceedings will be conducted in English. Either Party shall be responsible for their legal expenses and
costs, and shall jointly share the expenses of the Arbitrator.

36. NOTICES
a) Any notice, communication, request or correspondence required under the terms of this Agreement
shall be in writing, in the English language, and shall be delivered via courier to the address provided
above. It shall be the duty of a Party to inform the other of any change to its address set out above,
failing which, a notice served on the Party at the address above shall be considered to have been validly
delivered.

37. SEVERABILITY
a) If any provision or part of a provision of this Agreement is found by any judicial or administrative
authority of competent jurisdiction to be void or unenforceable, that provision or part of a provision is
deemed to be deleted from this Agreement from the date of such decision of the authority and the
remaining provisions shall continue to be in full force and effect. Where the term declared to be void is
not severable, the Parties shall amend the terms to modify the Agreement.

38. ASSIGNMENT AND AMENDMENT

a) Distributor shall have the right to assign some or all of its right and obligations under this Agreement to
any of its associated entities in or outside India and shall within reasonable time communicate the same
to Reseller. Reseller shall not assign or transfer any of its rights or obligations to any person without the
prior written consent of Distributor, failing which such transfer or assignment by Reseller, as the case
may be, shall be deemed ineffective and void.

b) The Agreement may not be amended except by a written agreement executed by Distributor.

39. COUNTERPARTS
a) This Agreement may be executed in any number of counterparts and by the parties on separate
counterparts, but shall not be effective until each party has executed at least one counterpart. Each
counterpart shall constitute an original of this Agreement, but all the counterparts shall together
constitute one and the same instrument.

40. FURTHER ASSURANCES

a) Each of the Parties hereto shall co-operate with the other Party and execute and deliver to the other
Party such instruments and documents and take such other actions as may be reasonably requested
from time to time in order to carry out, give effect to and confirm their rights and intended purpose of
this Agreement.

41. ENTIRE AGREEMENT

 a) This Agreement including any attachments, schedules, exhibits or annexures constitutes the entire
agreement between the parties with respect to the subject matter hereto, and supersedes all prior
agreements between the parties, whether written or oral, relating to the same subject matter.

42. NATURE OF RELATIONSHIP

a) Neither party, its agents or employees shall, under any circumstances, be considered to be an agent,
partner, joint venture or representative of the other party for all purposes of this Agreement. Neither
party shall be liable for the debts and obligations of the other party, except as may be authorized
specifically in writing. Neither party has the express or implied authority to bind the other in any
manner whatsoever by virtue of this Agreement, and neither shall hold itself out as having such
authority.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date hereinafter mentioned.
FOR AND ON BEHALF OF DISTRIBUTOR FOR AND ON BEHALF OF RESELLER
___________________________________ ____________________________________________

Authorized Authorized
Signatory Signatory
(NAME & SEAL) (NAME & SEAL)

Designation Designation
Witnesses: Witnesses:
1. 1.

2. 2.
Exhibit A (The “Products and Services”)
Exhibit B (The “Commercial Terms)
Exhibit C (Assigned Territory)