AGREEMENT FOR SERVICE

THIS Agreement is made on __ day of May, 2020 at ________.

BETWEEN

M/S AKS FOOD PRODUCTS, Partnership Firm within the meaning of Indian
Partnership Act, 1932 having its office at Shiv Kutir, Sarai Tarin Sambhal, Distt.
Bheem Nagar hereinafter referred to as “FIRST PARTY”.

AND

SAURAV BEVERAGES PRIVATE LIMITED, having its registered office at

No. A-8/1, G.T. Road Mansarover Park, Shahdara Delhi, East Delhi DL 110032,
a Company incorporated and registered under the Indian Companies Act, 1956
through its authorized signatory____________ hereinafter referred as
“SECOND PARTY”.

Hereinafter referred to either individually as “Party” or jointly as “the Parties”.

WHEREAS FIRST PARTY own hi-tech potato farms and produce super quality
potatoes for Namkeen, Fun Snacks and Chips.

WHEREAS “Full Time” is a brand owned by SECOND PARTY and involved

in the business of manufacturing and marketing of Snacks, Chips and Namkeen.
WHEREAS SECOND PARTY is desirous of selling the product to FIRST
PARTY and FIRST PARTY have agreed to buy the product in accordance with
the terms and conditions set out in the present Agreement.

Now, Therefore, in consideration of the mutual covenants set forth herein and for
good and valuable consideration, the Parties execute this Agreement in
accordance with following terms and condition:

1. DEFINATIONS

For the purposes of this agreement, including the recitals, the following
words, expressions and abbreviations shall have the following meaning:

1.1 “Agreement” shall mean this Agreement for sale of product and its use
thereafter.

1.2 “INR” shall mean Indian Rupees or the lawful currency of India.

1.3 “Product” shall mean unused packaging material being provided by the
Second Party to the First Party.

1.4 “Items” shall mean Chips, Snacks and Namkeen

1.4 “Intellectual Property” shall mean and include trademark, patent,

copyright, design, geographical indications, trade secrets and all other
Intellectual Property as defined under the laws of India.
1.5 “Confidential Information” shall mean any and all confidential or
proprietary information and materials, as well as all trade secrets of the
Company, disclosed (whether in writing, verbally or by any other means
and whether directly or indirectly reduced to writing) by the Company to
the Manufacturer and/or to which the Manufacturer has access whether
before, on or after execution of this Agreement, and/ or which are furnished
with the expectations of confidentiality to the extent the Manufacturer
 knows or reasonably should know of such expectations, and includes
without limitation and regardless of whether such information or materials
are expressly identified as confidential or proprietary.

1.6 “Effective Date” shall mean the date on which this Agreement is executed
first mentioned hereinabove.

1.7 “Force Majeure” shall mean war, riot, emergency, accident, fire,
earthquake, flood, storm, industrial strike or other impediment which the
affected Party proves was beyond its control and that it could not
reasonably be expected to have avoided or overcome it or its consequences.

1.8 “Governmental Authority” shall mean any national, state, local or similar
governmental, regulatory or administrative authority, commission, board,
bureau, agency, instrumentality, court or other judicial or administrative
body, central, state, provincial or local, having jurisdiction over the subject
matter or matters in question.

1.9 “Material Breach” shall mean a breach by either Party of the provisions set
out in clause 2,3,4, 5 and 6 of this Agreement.

1.10 “Territory” shall mean the territory of Uttar Pradesh.

1.11 “Third Party” shall mean any person who is not a party to this Agreement.

2. INTERPRETATION

In this Agreement, unless the context otherwise requires:

2.1 a reference to any document (including this Agreement) is to that document
as varied, novated, ratified or replaced from time to time;

2.2 words in the singular include the plural and vice versa and words in one
gender include any other gender;

2.3 a reference to a statute or to any statutory provision includes any statutory

 modification or re-enactment of it or any statutory provision substituted for
it, and all ordinances, by-laws, regulations, rules and statutory (however
described) issued under it;

2.4 a reference to any party includes its successors in title and permitted
assigns, a reference to a “person” includes any individual firm, body
corporate, association or partnership, government or state (whether or not
having a separate legal personality), and a reference to a clause is to a
clause of this Agreement;

2.5 the heading of clauses are for convenience only and will not affect the
interpretation of this Agreement; and

2.6 the word “includes” in any form is not a word of limitation.

3. REPRESENTATION AND WARRANTIES

3.1 FIRST PARTY represents and warrants that:

(i) It has full power and authority to enter into the present Agreement
by itself and to perform and fulfill it’s responsibilities and
obligations under the Agreement and there is no contract, agreement
or understanding with any person/entity restricting or preventing
FIRST PARTY from performing their obligations under the present
Agreement.

(ii) FIRST PARTY possesses and shall continue to possess during the
term of the Agreement, the authority by itself required to fulfill its
obligations and responsibilities under the Agreement.

3.2 SECOND PARTY represent and warrants that:

(i) SECOND PARY has full power and authority to enter into the
present Agreement and fulfil it’s responsibilities and obligations
 under the Agreement and there is no contract, agreement or
understanding with any person/entity restricting or preventing
SECOND PARTY from performing their obligations under the
present Agreement.

(ii) SECOND PARTY possesses and shall continue to possess during

the term of the Agreement, the authority by itself required to fulfill
its obligations and responsibilities under the Agreement.

3.3 The parties agree that any breach of any representation or warranty
enumerated under Clauses 3.1 & 3.2 above, shall cause the parties harm
and therefore the parties, without prejudice to any other remedy available
to them under this Agreement or under law, be entitled to be indemnified
by the other party for such breach.

4. TERMS OF AGREEMENT AND TERMINATION

4.1 This Agreement shall come into force and be effective from the ______
day of May, 2020 and shall remain valid and binding till the stock of the
product gets utilized by the FIRST PARTY as set out in this agreement.
4.2 This Agreement shall be terminated after the last invoice being raised and
subsequent delivery of the product corresponding to last invoice is
completed.
4.3 The First Party shall bring the issue of quality or any other issue with the
product immediately upon the delivery of the product.
4.4 No dispute shall arise out of this Agreement after the payment of last
invoice and subsequent delivery of the product.

5. SCOPE OF THIS AGREEMENT

5.1 SECOND PARTY agrees that it will provide and deliver the product of
its brand in the name and style of “Full Time” to the First Party.
5.2 FIRST PARTY shall be entitled to use include any word, name, symbol,
colour, designation or combination thereof that function as a source
identifier, including any trademark, trade dress, service mark, trade name,
logo, design mark whether or not registered is printed on the product being
sold by the Second Party to the First Party till the stock of the product last.
5.3 SECOND PARTY represents that it has valid and effective licence and
right to use all trademarks, tradenames and logos which appear on the
products and to sell the products to its customers and shall continue to have
such rights during the terms of this agreement, free of any claim of
infringement or unlawful use, and Second Party shall indemnify and hold
First Party harmless in respect of all matters arising in connection
therewith.
5.4 Parties agrees that upon termination of the agreement, the license to use
the Trademarks granted in Clause 4.1 shall also terminate and all rights,
title and interest in such Trademarks shall belong to Second Party.
5.5 FIRST PARTY shall market, distribute and sell Licensed Products in the
territory under trademark selected and owned by Second Party and to
which Second Party shall have no reasonable objections.
5.6 During the term of this Agreement, the FIRST PARTY shall have the
limited, non-exclusive, royalty-free right and license to use the
Trademarks, for the sole purpose of utilizing the product and manufacture
the items under the label of the Second Party.
5.7 SECOND PARTY agrees that the FIRST PARTY at its suitability can
use distributors and market of the Second Party to promote and sell
products under the name and style of “FULL TIME” till the stock of the
product last.
5.8 A Party affected by Force Majeure shall not be deemed to be in breach of
this contract, or otherwise be liable to the other, by reason of any delay in
performance, or the non-performance, of any of its obligations under this
contract to the extent that the delay or non- performance is due to any Force
Majeure. The Party claiming a Force Majeure Event shall promptly notify
the other Party in writing of such delay or failure in performance, the
reason therefore, the expected duration thereof, and its anticipated effect
on the Party expected to perform as soon as possible after the event and
also keep the other Parties informed of the further developments. The Party
so affected shall use its best efforts to remedy such a cause of non-
performance.
5.9 The agreement shall have no affect by any changing circumstance or by
any change made by any government authority.

6. CONSIDERATION

6.1 The Second party agrees that it will raise Invoice for the product from time
to time to the First Party.
6.2 The Second Party agrees to Deliver the product on the payment of invoice
issued to First Party as contemplated in Clause 5.1.
6.3 All payments to be made under the present Agreement shall be made in
INR and subject to all applicable taxes.
6.4 The delivery of the product and the payment against invoice should be
carried on the effective date.

7. INTELLECTUAL PROPERTY:

7.1 The First Party shall not acquire, and undertakes that it will not claim
(whether before or during the Term hereof or at any time thereafter) to have
 acquired, any title in and to the Licensed Trade Marks or copyright
subsisting therein or any other trademarks or copyright owned by the Second
Party, adverse to the Second Party by virtue of the rights hereby granted to
the First Party or through use by the First Party of the Licensed Trade Marks
pursuant hereto, it being the intention of the Parties that all use of the
Licensed Trade Marks by the First Party, whether before or during the Term
hereof or at any time thereafter, shall incur all right(s), title(s), interest(s),
ownership and property in the Licensed Trade Marks and copyright
subsisting therein shall continue at all times to vest solely and absolutely in
the Second Party.

7.2 The Parties agree that any intellectual property or goodwill created pursuant
to this Agreement whether by either Parties or due to a joint effort of both
Parties shall automatically stand assigned, free of charge, in favour of the
First Party and the Second Party further agrees that, at a time and in a manner
designated by the First Party, the Second Party shall execute all such
documents, as may be required to confirm in the first Party any right, title
and interest in, to such intellectual property or goodwill.

8. CONFIDENTIALITY

8.1 Subject to the provisions of section 5.2, the Manufacturer shall:

8.1.1 keep confidential all Confidential Information received by it;

8.1.2 not disclose Confidential Information to any other person,

except with the prior written consent of the first company;

8.1.3 ensure that any Third Party to whom Confidential Information

is provided also executes an agreement agreeing to maintain
the confidentiality of the Confidential Information; and
 8.1.4 not use the Confidential Information for any purpose other
than the performance of its obligations under this Agreement.

8.2 The obligations under this Section shall not apply to any Confidential
Information which:

8.2.1 as on the date of disclosure is in public domain other than

through breach of this Agreement by the Manufacturer; or
8.2.2 is required to be disclosed under Applicable Law and/ or by
any Courts and/ or authorities having jurisdiction.
8.3 If the second party proposes to make any disclosure in the circumstances
contemplated by section 8.2.2, it shall obtain prior written permission of
first party prior to making such disclosure.

9. RELATIONSHIP

Nothing in this Agreement shall be deemed to constitute, create or give

effect to or otherwise recognise a joint venture partnership or formal entity
of any kind and the Parties shall at all times stand in relation to each other
as independent contractors and neither Party shall hold itself out to any
third party as agent of the other.

10. ASSIGNMENT

Neither Party shall assign its interests in this Agreement to any third party
without the prior written consent of the other Party, which may be withheld
at its absolute discretion.

11. ENTIRE AGREEMENT

 This Agreement contains the entire agreement between the parties
concerning the subject matter of the present Agreement and supersedes
all prior negotiations, arrangements, agreements and understandings,
either oral or written, between the Parties. No modifications of this
Agreement or waiver of the terms and conditions hereof will be binding
upon either Party unless set forth in writing and signed by each Party.

12. AMENDMENT

This Agreement shall not be amended in any other way other than by
agreement in writing signed by the Parties hereto and expressly stated to
amend the same.

13. GOVERNING LAW AND JURISDICTION

The validity, construction, provisions and performance of this Agreement

shall be governed by the laws of India. The courts at New Delhi shall have
exclusive jurisdiction over any dispute arising out of the present
Agreement.

14. SURVIVAL

Notwithstanding the termination and/or expiry of the present Agreement,

the responsibilities and obligations under Clause 7 (Intellectual Property),
Clause 8 (Confidentiality) clause shall survive.
15. EXECUTION

This Agreement may be executed in two counterparts, each of which shall

be deemed an original, but which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF this Agreement has been signed by the fully

authorised representatives of each of the Parties hereto.

For and on behalf of AKS FOOD PRODUCTS

SIGNED by

NAME: VAIBHAV ARYA

Position held: Partner

Date: ____.05.2020
For and on behalf of SAURAV BEVERAGES

SIGNED by

NAME: ___________

Position held: ________

Date: _____.05.2020