Group Assignment 4

Post Graduate Diploma in Management – Business Management
(PGDM-BM – Batch 2023-25)

Course: Legal Aspects of Business (LAB)
Group Assignment
Faculty: Prof. Parul V Gupta
Assignment Title: Legal and Business Risk Assessment

Context within the Course: This project requires students to go through sample risk assessment
of joint venture report online. The students will integrate their knowledge about the essential
elements of a legally binding agreement (valid contract) between two parries for a specific
purpose (JV business in this case) with the facts provided in the JV agreement to prepare a
detailed report on legal and business risks for the assigned party.
Learning Objectives: After completing this project, students will be able;
i. To create a standard contract and determine if the contract meets all requirements of a
valid contract.
ii. To develop an understanding of the working knowledge of contract terms.
iii. To create a contract for the sale by using the terms and conditions provided in the “Group
Project fact Sheet”
Materials Needed: Following material is required to be referred for the completion of this
project;
• Access to Internet
• Refer books on Business Law at the Institute library and
• The assigned textbook
• Handout
Administration: This assignment will be assigned to two groups; one group will carry out the
legal and business risk assessment for Indian parties (Indus LC Ltd and Panta Industries Ltd.)
and the other for the foreign party (XYZ International) as assigned in the allocation sheet.
Tips and weightage: The goal is for the students to do a thorough assessment of risk of future
legal battles and business loss the given JV agreement. Although such risks cannot be completed
mitigated but can certainly be reduced, if assessed and addressed properly The Assignment
carries 10% of the total evaluation score.
Legal Aspects of Business – Prof Parul V GuptaPage 1

Group Assignment Fact Sheet
Assignment Title: Drafting a Sales Contract
Announcement- Session 8
Submission – Session 13
Key Points
It is a group assignment to be completed by the putting group efforts and all the group members
are expected to contribute. A detailed written report is to be submitted in the beginning of
Session 13 followed by a 10 min.s group presentation in Session 20 by each group to share
their project with fellow course mates. The Project carries 10% of the total evaluation
score.
Facts
The JV agreement is attached.
Instructions
You are free to use any sources you can find, including any sample reports you might locate on
the Internet. This is the one time that you need not to worry about plagiarizing work. It is
common practice to use samples from each other all the time. BUT you do have to make the
sure that the risk assessment meets following requirements;
 Risks are identified, mentioned, and clearly pointed out in the report,
 Specific suggestions to reduce the risks are given and,
 Evidences of risks are provided.
Guidelines For Writing Assignments and Group Presentation
Each group will submit a neatly typed assignment in the beginning of Session 13. Assignment
should be labeled with the name of the group members, course title, assignment title and date of
submission. Submission of the written assignment will be followed by a group presentation of
10 min.s in Session 19 & 20, where each group will share their work with fellow course mates.
Each member must be dressed in business attire and present a professional appearance. The
selection of the presenter from each group will be on random basis.
Late submissions will not be accepted.

JOINT VENTURE AGREEMENT
This Joint Venture Agreement ("Agreement") executed on 9th day of January 2020 by and between:
XYZ INTERNATIONAL, a company incorporated under the laws of Belgium and having its registered
office at Building South TITANIUM, Place Broodthaers 8, 1060, Bruxelles, Belgium (hereinafter
referred to as "XYZ") AND
INDUS LC LIMITED company incorporated under the provisions of the Companies Act, 1956 and
having its registered office at 16/2 Ali Asker Road, Bangalore – 560 005, India (hereinafter referred to as
“ABC”)
AND
PANTA INDUSTRIES LIMITED, company incorporated under the provisions of the Companies Act,
1956 and having its registered office at Knowledge House, Shyam Nagar, Off Jogeshwari-Vikhroli Link
Road, Jogeshwari (East), Mumbai- 400 060 (hereinafter referred to as “PANTA”)
XYZ, ABC & PANTA are individually referred to as the "Party" and collectively as the "Parties".
WHEREAS:
A. XYZ is an international group in the market for casual wear, sportswear & accessories for men.
B. ABC is a Subsidiary of PANTA, PANTA holding 76 % of equity shares in ABC.
C. PANTA is India’s leading retailer and has a retail presence across various segments including
food, fashion and footwear, home solutions and consumer electronics, books and music, wellness
and beauty, general merchandise, telecom and information technology, e-Retailing, leisure and
entertainment and financial products and services. PANTA operates multiple retail formats
catering to a wide cross-section of the Indian society.
D. PANTA is part of a Group refered to as “Future Group” comprising a number of companies,

including without limitation four main companies which are i) PANTA Industries Limited, ii)
PANTA Retail India Limited, iii) Indus League Clothing Limited, and iv) Future Capital Limited.
E. The Parties have entered into discussions with a view to enter into a long term relationship and
have carefully assessed the expertise and interest of each other to come to the conclusion that it
would be mutually beneficial and effective for them to cooperate in the establishment and
operation of a joint venture company in India (the “Company”) the aim of which shall be to
manufacture, launch, sell and promote XYZ brands under the terms and conditions hereinafter
contained. Accordingly, the Parties have agreed to subscribe Shares (as defined hereinbelow) in
the Company and to enter into certain commitments and to regulate their respective rights and
obligations in relation to the Company under the terms of this Agreement.

F. XYZ has agreed to support the Company with its technical expertise and know-how, retail
expertise, fashion know-how, sourcing know-how, Trademarks (as defined hereinbelow) and
sourcing retail range of products from abroad. PANTA and ABC shall provide all the local
support required including advisory services to the Company according to the terms hereof.
G. The Parties agree that the Company shall be entitled to claim against either Party should it not
perform its obligations under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the
Parties hereto agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Unless the context otherwise requires or unless otherwise defined or provided for herein,
capitalized words and expressions used in this Agreement shall have the following meanings:
"Act" shall mean the Companies Act, 1956 or any other statutory amendment or re-enactment
thereof;
“Act of God” shall mean an act which is a direct result and exclusive operation of the forces of
nature, uncontrolled and uninfluenced by the power of man and without human intervention and
includes typhoons, floods, storms, tsunami or other unusually severe weather conditions,
epidemics or quarantine restrictions, earthquakes, explosions, fire, lightening and accidents.
“Agreement” shall mean this agreement;
"Annual Budget" shall mean in relation to a Financial Year, an operational budget in Indian
rupees (in a format prepared by the shareholders of the Company) setting out all anticipated
revenues, cash flows, costs and expenses (including without limitation capital expenditures) to be
incurred during such Financial Year and in each quarter of that Financial Year and including
without limitation, capital commitments, financing requirements, working capital requirements
and all material proposed commitments of the Company for such Financial Year;
"Approvals" shall mean any permission and approvals, declaration or filing with any regulatory
authority, statutory or otherwise required in connection with this Agreement;
"Articles of Association" or "Articles" shall mean the Articles of Association of the Company as
amended from time to time;
"Auditors" shall mean the statutory auditors of the Company as appointed by the Company
pursuant to the provisions of the Act from time to time;
"Board of Directors" or "Board" shall mean the Board of directors of the Company in office at
applicable times and as nominated and appointed in accordance with the terms of the Agreement
and the Act;

“Business” shall mean the business of manufacturing, marketing, selling and distributing the
Products (as defined hereinbelow) under XYZ brands by the Company and establishing any and
all of the following: (i) a chain of dedicated EBO’s/SAS‘s, (ii) shop-in-shop in PANTA’s
departmental stores, (iii) shop-n-shop in ”CENTRAL” departmental stores, and (iv) shop-n-shop
in the multi brands outlets other than Future Group, all four formats in the name and style of
“XYZ” for sale of the Products within the Territory;
“Business Day” means a day other than Saturday or Sunday when banks in India are open for
business;
"Business Plan” means the business plan/ report jointly prepared by the Parties for the purpose of
carrying out the Business as annexed to this Agreement in Appendix B and as may amended from
time to time;
“Buyer” has the meaning ascribed to it in Clause 12.3;
“CEO” means the Chief Executive Officer of the Company;
“XYZ Director” shall mean any Director appointed to the Company Board by XYZ;
“XYZ Group” shall mean XYZ, its Subsidiaries and any company of which it is a Subsidiary (its
holding company) and any other Subsidiaries of any such holding company;
“CFO” means the Chief Financial Officer of the Company;
“Chairman” means the Chairman of the Board, as set out in clause 7;
"Closing" shall mean the completion of the formation of the Company and related matters in
accordance with Clause 4;
"Closing Date" shall have the meaning given in Clause 4;
“Continuing Shareholder” has the meaning ascribed to it in Clause 12.1;
“Deadlock” has the meaning given in Clause 10;
“Deadlock Notice” has the meaning ascribed to it in Clause 10;
“Deadlock Resolution Notice” hasthe meaning gven in Clause 11;
"Deed of Adherence" shall mean the deed of adherence in the form contained in Appendix A to
this Agreement;
“Director” means a director of the Company;
“EBOs” shall mean exclusive brand outlets established in India by the Company in the name and
style of XYZ for the sale and distribution of the Products;
"Encumbrance" shall mean any mortgage, pledge, security interest, charge, lien, option, pre-
emptive right, adverse claim, title retention agreement or other encumbrance of any kind, or a

contract to give or refrain from giving any of the foregoing, including any restriction imposed
under applicable law or contract on the transferability of the Shares;
“Expert” means a Person appointed in accordance with clause 12.4;
“Fair Market Value” shall mean the value determined by the Expert under clause 12.3,
corresponding to the fair market value of the shares by application of the Discounted Cash Flow
and Restated Net Assets valuation methods;
"Financial Year" shall mean the period commencing from February 1st each year and ending on
January 31st of the following year;
“Future Group” shall mean PANTA Group of companies including the companies mentioned in
Whereas D
"General Meetings" shall mean either an extraordinary general meeting (EGM) or an annual
general meeting (AGM) of the Shareholders of the Company;
“Group” in relation to the Parties means its Subsidiaries, its holding companies, and any
Subsidiaries of such holding companies and a “member of a Group” shall mean any one of them;
“ABC Director” shall mean any Director appointed to the Company Board by ABC;
"INR" or "Rupees" or "Rs." shall mean Indian rupees, being the lawful currency of the Republic
of India;
"IPO" shall mean the initial offering of Shares for subscription by the public or offer of the
existing Shares of the Company for purchase by the public or the Parties in accordance with
applicable securities and other laws on any recognized stock exchange (in India or overseas);
"Memorandum of Association" or "Memorandum" shall mean the Memorandum of

Association of the Company as amended from time to time;
“New Trademarks” shall mean new trademarks (other than the Trademarks as defined below),
brand names, logos, etc that the Company might wish to register for the Territory
“Obligatory Transfer Event” shall mean, in relation to a Shareholder, any event specified in
clause 12.2 that happens to that Shareholder;
"Person" shall mean any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, hindu undivided family, trust, union,
association, government or any agency or political subdivision thereof or any other entity that
may be treated as a person under applicable law;
“Products” in relation to the Business, shall mean and include casual wear, sportswear &
accessories for men as annexed in Appendix C and such other products as may be mutually
agreed between the Parties;
“Purchaser” has the meaning ascribed to it in Clause 12.1;

“Representative” has the meaning ascribed to it in Clause 10;
"Reserved Matters" shall mean the matters listed in Clause 7 ;
“SAS” shall mean stand alone stores established in India by the Company in the name and style
of XYZ for the sale and distribution of the Products; each SAS shall have a minimum sale surface
of 120 m² and a minimum reserve surface of 20 m².
“Seller” has the meaning ascribed to it in Clause 12.1;
"Shareholders" shall mean and refer collectively to ABC and XYZ. "Shareholder" shall refer to
any one of them, as the context may require. For the avoidance of doubt, it is specified that the
term “Shareholder” shall include any Person who becomes a shareholder of the Company in
accordance with the provisions of this Agreement;
“Share Pricing Period” shall mean the period of 28 Business Days as from the reception of the
Offer by the Vendor under clause 11.3;
"Shares" shall mean equity Shares of the Company having a par value of Rs. 10 (Rupees Ten)
each;
“Subsidiary” shall mean a company owned by one of the Parties by at least 51% in capital and in
voting rights;
“Tag Along Right” has the meaning ascribed to it in Clause 12.1;
“Territory” means the territory of the Republic of India;
“Third Party” shall mean any person not being a Shareholder;
“Trademark License Agreement” shall mean a license agreement relating to the use of the
Trademarks by the Company, to be entered into on Closing Date between XYZ and the
Company, substantially in the form set out in Appendix D.
"Trademarks" shall mean the trademark and brand name “XYZ” and such other trademarks,
trade names or logo/s licensed granted to the Company simultaneously with this Agreement and
owned by XYZ but not limited to “*” (star), “C*”, “XYZ*”;
“Transfer Notice” shall have the meaning given in clause 12.1;
"Transfer" (including with correlative meaning, the terms "Transferred By" and
"Transferability") shall mean to transfer, sell, assign, pledge, hypothecate, create a security
interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation
of law or in any other way subject to any Encumbrance or dispose of, whether or not voluntarily;
1.2 Interpretation:
(a) Any reference herein to any Clause or, Appendix is to such Clause of or Appendix to this
Agreement unless the context otherwise requires. The Appendices to this Agreement
shall be deemed to form part of this Agreement.

(b) The headings are inserted for convenience only and shall not affect the construction of
this Agreement.
(c) The terms "hereof", "herein", "hereby", "hereto" and derivative or similar words refer to
this entire Agreement or specified Clauses of this Agreement, as the case may be.
(d) Reference to statutory provisions shall be construed as meaning and including references
also to any amendment or re-enactment for the time being in force and to all statutory
instruments or orders made pursuant to such statutory provisions.
(e) Reference to the word "include" shall be construed without limitation.
(f) Time is of the essence in the performance of the Parties' respective obligations. If any
time period specified herein is extended, such extended time shall also be of the essence.
2. CORPORATE STRUCTURE OF THE COMPANY AND SCOPE OF BUSINESS
2.1 Purpose of the Company
The Company shall manufacture, launch, promote and sell the Products under the Trademarks
and the XYZ brand concepts for men’s wear in India commencing in the year 2008 as per the
Business Plan agreed between the Parties and annexed as Appendix B to this Agreement.
2.2 Name, Address and Number of shareholders of the Company
The details about the name and address of the Company shall be as follows:
(a) The name of the Company shall be “XYZ Future Fashion Limited” or any other alternative
name approved by the Registrar of Companies and acceptable to the Parties.
(b) The registered address of the Company shall be in Mumbai or at such location approved by
the Parties and branches and other business offices may be established anywhere within the
Territory as required with the prior approval of the Board of Directors.
(c) The Parties shall take all actions and sign all documents necessary to carry out the purpose
of this Agreement and shall cause the Company to adhere to this Agreement, the
Memorandum of Association, Articles of Association and all agreements pursuant hereto.
(d) The Company shall have seven (7) shareholders, four (4) of which shall represent and be
chosen by XYZ and three (3) of which shall represent and be chosen by ABC. For the
purposes of this Agreement, the four (4) shareholders representing XYZ shall be comprised
in the term “XYZ” and the three (3) shareholders representing ABC shall be comprised in
the term “ABC”.
2.3 Limited Liability Company
The Company shall be a limited liability company under the Act and the liability of each
Shareholder shall be limited to the amount of its respective subscribed capital contributions.
2.4 Memorandum of Association and Articles of Association

The Parties shall ensure that the Memorandum of Association and the Articles of Association of
the Company shall at all times reflect the terms and conditions of this Agreement. In the event of
there being any conflict between the provisions of this Agreement and the Articles of Association,
the provisions of this Agreement shall prevail. The Parties agree that if, pursuant to any
applicable law, any terms of this Agreement are required to be incorporated into the Articles in
order for such terms to be binding on the Parties and the Company, the Parties agree to vote in
favour of any resolutions at a meeting of the Board or at a General Meeting seeking to amend the
Articles to incorporate such terms of this Agreement.
2.5 Conduct of Business by the Company
The Company shall operate the Business with a view to achieve the Business Plan, and the Parties
agree to make their best endeavors to facilitate the achievement of the Business Plan by the
Company.
2.6 Exclusivity
(a) XYZ Group shall grant to the Company the exclusive right to use the XYZ brand
concepts for casual wear, sportswear, eyewear, & accessories for men in the Territory.
(b) Apart from the existing Products, any new products of the Company shall be introduced
through (i) a chain of dedicated EBOs/SASs, (ii) shop-in-shops in PANTA’s departmental stores,
(iii) shop-in-shops in Central departmental stores, and (iv) shop-in-shops in the new future outlets
of the Future Group, in India.
(c) During the term of this Agreement, PANTA and ABC shall not set up, and undertake that
all Future Group companies shall not (i) set up, any joint venture or enter into any other
agreement with any Third Party with a view to manufacture, sell or promote casual wear,
sportswear, eyewear, & accessories for men in the Territory under any of the following brands
except offering them first to the Company, which shall have first right of refusal :, Massimo
Dutti, Pull and Bear, Armand Thierry, Brice, Burton, Gap, Jules, Carnet de Vol, Devred,
Springfield, Esprit, Jack & Johns, Aberkrombie & Fitch
2.7 Obligations of XYZ
XYZ hereby agrees that in order for the Company to carry on the Business in compliance with the
terms of this Agreement, XYZ shall:
(a) enter into a Trademark License Agreement whereby XYZ shall allow the Company to
use its Trademarks in consideration for the payment of a fee.
(b) give to the Company, as requested, its opinion about the recruitment of appropriate
management and senior technical personnel and assist the Company in the provision of
training for employees of the Company according to the terms of this Agreement;
(c) make its contribution to the paid-up share capital of the Company as provided herein;
(d) provide the Company with technical know-how, retail and fashion know-how, marketing

know-how, sourcing know-how, expertise and technical assistance for marketing and
distributing the Products;
(e) give to the Company all information regarding :

-
(i) Products to be manufactured and sold by the Company within the Territory;
(ii) suppliers used by XYZ,
(iii) broad and/ or detailed store concepts, design, roll out with regards to stores
created and/ or used by XYZ and to be adapted by the Company;
(iv) interior standards used by XYZ and to be adapted by the Company;
(v) display and visual-merchandising used by XYZ and to be adapted by the

Company;
(vi) store operations;
(vii) stock management and stores animation;
(vii) any other miscellaneous things related to the smooth functioning and promotion
of the Company.
For the purpose of this Clause, XYZ further represents and warrants that it shall, at all times,
assist the employees of the Company and train them in France at free training cost. The fees for
accommodation, medical expenses, catering and transport will be borne by the Company.
2.8 Obligations of PANTA and ABC
2.8.1 PANTA and ABC hereby agree that in order for the Company to carry on the Business
both PANTA and ABC shall:
(a) provide administrative and corporate commercial advice, including legal & secretarial,
information technology services. However, direct costs incurred in connection with the
said services shall be borne by the Company. PANTA and ABC undertake to ensure that
the information processing system of the Company is compatible with that of XYZ,
subject to XYZ having provided its IT (Information Technology) Specifications to
PANTA and ABC in advance;
(b) provide support and guidance to the Company with its knowledge, expertise and
experience in retail business in the Territory; and
(c) assist in sourcing and managing the suppliers for the manufacture of Products in the
Territory;
(d) assist in finding and opening shops or shop-in-shops and offer to the Company the best
market conditions for Lease/Rents or outright purchase.

(e) make their best efforts to allow the Company to implant shop-in-shops in Malls, high
street stores and large format retail chains beside PANTA or within the costs provided by
the Annual Budget; and
(f) as and when needed, make their best efforts to do sales to multi brands outlets only in
department stores, being agreed that any other multi brand outlet shall be excluded.
(g) make their best efforts to obtain for the Company the benefit of the best prices negotiated
by ABC and PANTA Group regarding purchases of goods (paper, computers, desks,
phones…) and services (car hiring, spares…);
(h) provide any other miscellaneous things related to the smooth functioning and promotion of
the Company;
(i) make their best efforts to facilitate the due performance by the Company of the Trademark
Licence Agreement and refrain from any action that would contradict the Company’s
obligations under the Trademark Licence Agreement, or hinder the performance thereof.
2.8.2 PANTA and ABC further guarantee to XYZ:
(i) that the Company will have a priority right for opening SASs in PANTA
departmental stores and Central departmental stores owned directly or indirectly
by Future Group, at competitive market prices;
(ii) that they will make their best efforts to implant the Company in the existing
departmental stores and Central departmental stores belonging to Future Group
and where PANTA and ABC have already a shop. It is hereby specified that
Future Group will allocate a shop or a stand to the Company as soon as Future
Group have the possibility to do so, under 3 year leases renewable by the
Company for at least one further 3 year period.
(iii) that PANTA and ABC shall obtain the prior permission of the Company before
negotiating or committing to any rent for EBO’s/SAS’s or shops or stands for the
Company.
2.9 It is expressly agreed between the Parties that after the Closing Date, the Company shall use the
Trademarks and not use any third party trademarks including those owned or used by PANTA or
ABC. The Parties at any time after the Closing Date may mutually agree to use New Trademarks,
brand names, logos, etc. in relation to the Products and such New Trademarks shall be registered
by the Company in India exclusively at its own costs, subject to the condition that these new
trademarks shall not cause confusion with the trademarks of the XYZ Group, already existing or
that may be registered in the future by the XYZ Group, including in particular trademarks
including “*” (star), “C*”, “XYZ*”.

3. EQUITY PARTICIPATION
3.1 The maximum authorized share capital of the Company shall be Rs. 240,000,000/- (Rupees Two
hundred and forty millions only) divided into 24,000,000 Shares of Rs. 10/- (Rupees Ten only)
each. XYZ and ABC have agreed to become the promoters of the Company and to participate in
the equity share capital of the Company in the following proportion:
XYZ : 50 % plus one share;
ABC : 50 % less one share
The share capital of the Company shall be paid up as follows:
a) Rs. 500,000 (Rupees five hundred thousand only) on Closing Date (XYZ – Rs 250,010/-,
ABC –Rs 249,990/-);
b) The balance upon first call by the Board of Directors.
3.2 XYZ and ABC shall make the initial capital contribution in cash. XYZ and ABC agree to contribute
to the equity share capital of the Company in proportion to their stake in the capital of the
Company, and, subject to any contrary provision of this Agreement, shall at all times maintain
their respective shareholdings in the Company in the aforesaid proportions.
3.3 The obligation of the Company to issue and allot the Shares to XYZ and ABC and the obligation
of XYZ and ABC to subscribe to the Shares shall be subject to the fulfilment of the following
conditions precedent (the "Conditions Precedent"):
(a) The incorporation of the Company as per the mutual terms and conditions as may be
agreed between the Parties hereof.
(b) XYZ and ABC obtaining all governmental Approvals as may be required for the
execution and performance of this Agreement.
(c) Execution of the Trademark License Agreement.
(d) Execution of such additional instruments and documents in addition to this Agreement as
any other Party may reasonably request for the purposes of carrying out and /or
confirming the transactions contemplated by this Agreement.
(e) No legislation or regulation being proposed or passed by the Indian Government that
would prohibit or materially restrict the implementation of this Agreement or the
participation of XYZ in the Company.
3.4 XYZ and ABC shall use all reasonable endeavours to procure that the Conditions Precedent are
satisfied as soon as practicable, and in any event no later than:
(a) 90 days from the signing of the Agreement; or,
(b) any other date agreed in writing by XYZ, ABC and PANTA, on or before that day.

Should the Conditions Precedent not have been satisfied or waived in the time period referred to
in (a) and (b) above, this agreement shall be deemed nul and void and never having been entered
into, ceasing to have any effect, except for clauses [1, 13, 14, 18, and 19]
3.5 A Condition Precedent may only be waived by all the Parties in writing.
3.6 At any time upon the request of XYZ, ABC undertakes to sell the relevant number of shares to
XYZ at Fair Market Value or to allow XYZ to subscribe to a reserved share capital increase, at
XYZ’S choice, so as to allow XYZ to increase its stake in the share capital of the Company up to
the maximum level from time to time authorized by the law in force in India for foreign investors
in the retail business.
4. CLOSING
4.1 The Closing shall take place 90 days after the date of signing of the Agreement at the office of
the Company or at such other place agreed in writing by XYZ, ABC and PANTA, subject to the
prior satisfaction or waiver by the Parties of each and every Condition Precedent.
4.2 “Closing Date” shall mean [●], 2007 but if the Conditions Precedent have not been satisfied or
waived in accordance with Clause 3.5 above on or before that date, Closing Date shall mean :
(a) the second day after the date when each and every Condition Precedent has been satisfied on
waived; or
(b) any other date as agreed in writing by the Parties.
4.3 At or before the Closing, the Company shall have the characteristics set out in Clause 3 above.
4.4 At Closing, the following events shall take place:
(a) XYZ or its authorised Indian representative shall pay Rs. 250,010/- (Rs. Two hundred
fifty thousand and ten Only) and ABC shall pay Rs. 249,990/- (Rs. Two hundred fourty
nine Thousand Nine Hundred Ninety Only), by way of demand draft and/or cheque or
wire transfer to the designated bank account of the Company in consideration of the
Shares of the Company being subscribed by XYZ and ABC.
(b) A meeting of the Board of Directors shall be held :
(i) to issue and allot the Shares to XYZ and ABC in accordance with Clause 3 above
and issue new share certificates as provided in Clause 4.5 in favour of each
Shareholder as per their respective holding in the Company;
(ii) to approve and adopt the Business Plan as the business plan of the Company;
(iii) to decide upon any other matter as placed before the Board.
(c) The Company shall make the necessary filings and/or declarations as required under the
Act, or with Reserve Bank of India under Foreign Exchange Management Act, 1999 in
respect of allotment of Shares in favour of XYZ.

All transactions contemplated by this Agreement to be consummated at Closing shall be deemed
to occur simultaneously and no such transaction shall be consummated unless all such
transactions are consummated.
4.5 Share certificate of the Company
Every share certificate shall have the following legend:
"A Joint Venture Agreement dated as of [●]2007 has been entered into by, inter alia the
Company Shareholders and has been delivered to the Company Secretary to be kept on file at the
Company's registered office. The Joint Venture Agreement and the Articles of Association of the
Company impose various restrictions upon the transfer of the Shares represented by this
certificate and create various rights, obligations, and interests with respect to those shares. No
transfer of any Shares represented by this certificate shall be valid unless such transfer is made
strictly in accordance with the Joint Venture Agreement and the Articles of Association of the
Company. No transfer of any Shares comprised in this certificate will be registered unless
accompanied by this Certificate.”
5. CAPITAL REQUIREMENTS AND FINANCING
(a) XYZ and ABC hereby acknowledge that it is their intention to make the Company
financially independent so that the funds required by the Company to operate the
Business shall primarily originate from its own cashflows, and funds, if needs be, from
XYZ and ABC by way of equity or loan raised by the Company. The extent of debt
and/or equity required by the Company shall be decided by the Shareholders. If the
Company requires additional funds by way of equity share capital, then XYZ and ABC
shall subscribe to the additional equity share capital in the same proportion as mentioned
in Clause 3.1.
(b) If required, the maximum investments by way of loan etc. (including the total paid up
capital of the Company) in fixed assets of the Company, shall be, for each year, equally
divided between XYZ and ABC.
6. MANAGEMENT OF THE COMPANY
Two management levels in the Company shall be distinguished.
(a) Top level management
The top level management of the company shall consist of the Board of Directors appointed as
per this Agreement and the provisions of the Act. The top level management shall have exclusive
authority to decide upon the matters defined as Reserved Matters in clause 7 of this Agreement.
The Board may delegate some of his powers to an Executive Committee whose members shall be
appointed by the Board.
(b) Operating level management

The operating level management shall consist of employees of the Company in charge of the
daily operations of the Company.
6.1 Board of Directors
(a) Board Composition
As long as XYZ and ABC hold Shares in the Company in the proportions set out in clause 3.1,
both XYZ and ABC shall have equal representation on the Board. It is agreed that the total
number of Directors shall be eight (8), which may be increased or decreased from time to time by
mutual consent of both XYZ and ABC.
It is agreed between the Parties that the representation of XYZ and ABC on the Board shall be
adjusted to the participation of XYZ and ABC in the share capital of the Company if XYZ
following the application of Clause 3.6.
(b) Chairman
XYZ shall have the right to appoint the Chairman of the Board, who shall have an additional or
casting vote on certain matters as indicated in Clause 7 .
(c) Removal/ Resignation of Directors
Each Shareholder shall have the right to remove or replace any Director appointed by it by
providing prior written notice to the other Shareholder, the Company and the other Directors or if
the seat on the Board is vacated by retirement, resignation, illness, disability or death of a
Director or by the removal or replacement of such Director by the relevant Shareholder which
originally appointed such Director.
The Shareholder removing a Director shall indemnify and keep indemnified the Company against
any claim connected with the Director’s removal from office.
Each Shareholder shall be entitled to suggest the removal of a Director nominated by the other
Shareholder on reasonable grounds. In such case, the other Shareholder shall, within a period of
fourteen (14) Business Days of being notified such suggestion for removal, (i) send a written
answer to the other Shareholder stating its position about the suggestion of removal (ii) and, if he
agrees with this suggestion, take all necessary steps as may be required to remove such Director
and nominate another Director in place of the removed Director. The Board shall not take any
decision on Reserved Matters until such time when such other Director has been appointed and
the Board is composed of an equal number of Directors nominated by XYZ and by ABC
(d) Meetings of the Board
i. The Board shall meet at least four (4) times a year every quarter upon being called by
the Chairman of the Board. A notice of at least 10 (ten) Business Days shall be
provided prior to each meeting of the Board, unless there is an emergency, where a
Board meeting could be held even with shorter notice subject to prior approval of a
least a XYZ Director and an ABC Director.

ii. Each notice convening a meeting of the Board shall contain, inter alia, an agenda
specifying, in reasonable details, the matters to be discussed at the relevant meeting
and shall be accompanied by all necessary written information. Matters not on the
agenda, or business conducted in relation to those matters, may not be raised at a
Board Meeting unless all the Directors agree in writing.
iii. The cost for attending Board meetings by the Directors shall be borne by the
Company.
(e) Quorum and Majority Rules for Board Meetings
i. The quorum for all Board meetings, including any adjourned meetings of the Board
shall be met when all Directors attend such Board meeting; provided, further that
XYZ or ABC may, in writing, waive the requirement of the presence of any of its
nominee Director to constitute quorum as specified in this Clause for any meeting.
If a quorum is not present within thirty (30) minutes after the time specified for a
Board of Directors´ meeting in the notice of the meeting, then it will be adjourned
for seven (7) Business Days at the same time and place.
ii. No more than one (1) such adjournments may be made in respect of a Board
Meeting, on a given agenda.
iii. Meetings of Directors shall make decisions by passing resolutions. A resolution is

passed if more votes are cast for it than against it, with at least one XYZ Director and
one ABC Director voting in favour of any resolution, the Chairman having a casting
vote on certain matters as indicated in Clause 7.
iv. Except as provided in clause 7, at a Board Meeting, each Director has one vote.
(f) Alternate Director
In the event that a Director (an “Original Director”) is away for a continuous period of not less
than three (3) months from the state in which the meetings of the Board are ordinarily held, the
Board shall appoint another Director (an “Alternate Director”) for and in place of the Original
Director as may be directed/ requested by the Original Director. The Alternate Director shall
vacate office if and when the Original Director returns to the state in which meetings of the Board
are ordinarily held. Upon the appointment of the Alternate Director, the Company shall ensure
compliance with the provisions of the Act, including by filing the necessary forms with the
Registrar of Companies. The Alternate Director shall be entitled to receive notice of all the
meetings and to attend and vote at such meetings in place of the Original Director and generally
to perform all the functions of the Original Director of the Company.
(g) Minutes of the Board meeting
The minutes of the meetings of the Board shall be drafted in English by the company secretary or
the principal officer appointed by the Company and shall be executed by the Chairman of the
same Board Meeting or following board meeting.
(h) Resolution by circulation

A written resolution circulated to all the Directors of the Board of Directors of the Company, at
their postal addresses or e-mail/fax numbers and approved by all of the Directors, shall be treated
as a valid and effective board resolution duly passed at a meeting of the Board of Directors
(provided that the resolution has been circulated in draft form, together with the relevant
documents, if any, to all the Directors).
(i) Committees
(a) The Board shall have the power to constitute, if necessary, committees or sub committees
of the Board and delegate such of the Board’s powers to the aforesaid committees as the
Board may deem appropriate or as may be required by applicable law.
(b) Each such committee or sub committees of the Board shall comprise an equal number of
XYZ Directors and ABC Directors.
(c) Unless agreed in writing by the Parties or otherwise permitted under this Agreement or as
per the requirement of law, all provisions of this Agreement relating to the Board and its
meetings, including notice, agenda, quorum and voting shall be applicable to the
committees and sub-committees of the Board established from time to time. The
provisions of this paragraph shall not apply to the Executive Committee referred to in
article 6.2 below.
6.2 Executive Committee
The Executive Committee shall be composed of any such member as defined by the Board,
including the CEO and the CFO of the Company.
The Executive Committee shall have authority, under the supervision of the Board, to take
material decisions within the scope of the Budget, the relevant materiality level being defined
from time to time by the Board.
The meetings of the Executive Committee may be convened by any one of their members.
The Executive Committee shall meet as often as the Business requires and at least once monthly
with a reasonable notice being addressed to each Executive Committee member by the member
calling the meeting.
Decisions may be taken by the Executive Committee provided at least the CEO and the CFO
agree on such decisions, such agreement being evidenced by a joint signature of the CEO and
CFO on the minutes of the relevant Executive Committee meeting.
Each Executive Committee member may, subject to informing the other Executive Committee
members before the meeting, invite key managers of the Company or third party experts to attend
any Executive Committee meeting provided a decision within the competence of any such
managers or experts is to be discussed at such meeting.
The Board has full right to look into the matters or decisions of the Executive Committee and
suggest changes or modifications in the decisions taken by the Executive Committee. The

decisions taken in such circumstances by the Board shall be absolute and binding on the
Executive Committee. At no point in time shall the Executive Committee be authorized to make
any decision on any matter mentioned in the list of Reserved Matters without the first approval of
the Board as provided in clause 7 of this Agreement.
6.3 Operating level management and day to day operations
The operating level management shall consist of employees holding specific positions of
responsibility in the Company. The total number of members and their positions in the operating
level management team shall be defined by the Board and shall comprise a Chief Executive
Officer (“CEO”) who shall have authority over all other operating level management members,
and a Chief Financial Officer (“CFO”) who shall take care of all the financial matters of the
Company.
Subject to the powers of the Executive Committee, the operating level management shall look
into the daily routine matters of the Company. The CEO of the Company after consulting the
Board or the Executive Committee, as the case may be, shall define the scope of activities of the
operating level management members which shall be consistent with the Business Plan of the
Company.
The Board has full right to look into the matters or decisions of the operating level management
(if required) and suggest changes or modifications in the decisions taken by the operating level
management. The decisions taken in such circumstances by the Board shall be absolute and
binding on the operating level management. At no point in time shall the operating level
management be authorized to make any decision on any matter mentioned in the list of Reserved
Matters without the first approval of the Board as provided in clause 7 of this Agreement.
Subject to the powers of the Executive Committee, the day to day management of the Company
shall be vested in the CEO, who shall be nominated by ABC in consultation with PANTA and
XYZ. The role and responsibilities of the CEO shall be broadly outlined at the time of his/her
appointment including in particular the implementation of the Business Plan as approved by the
Board from time to time, subject to the overall supervision of the Board. The CEO shall work
under the direct supervision and control of the Board. The CEO of the Company shall send a
report every 15 days to the Board and Shareholders in the prescribed format given by the Board.
Subject to the powers of the Executive Committee, the day to day financial matters of the
Company shall be dealt with by the CFO, who shall be nominated by XYZ in consultation with
PANTA and ABC. The role and responsibilities of the CFO shall be broadly outlined at the time
of his appointment including in particular the implementation of the Business Plan as approved
by the Board from time to time, subject to the overall supervision of the Board. The CFO shall
work under the direct supervision and control of the CEO and the Board. The CFO of the
Company shall send a report every week to the CEO and the Board and the Shareholders of the
Company in the prescribed format given by the Board.

The Parties agree and confirm that they shall cause and ensure to have highly professional team
of Directors/ managers to run the day-to-day operations of the Company. An organizational chart
of the Company’s management functions shall be agreed from time to time by the Board.
The CEO shall review the business operations, strategic plans of the Company and all the
Company membership related issues at least once each year.
7. RESERVED MATTERS
Notwithstanding anything to the contrary contained in this Agreement, any decisions relating to any of
the Reserved Matters as mentioned below, shall only be taken and/or implemented by the Company at
Board meetings or General Meetings, observing, for each category of them, the provisions of this article
7:
(i) The decisions relating to the following Reserved Matters are of the exclusive competence of the Board.
a) registration of New Trademarks, and any matter in relation to the use of the Trademarks or
of New Trademarks including taking any action for infringement by the Company against any
misuse by any Third Party of Trademarks or the New Trademarks;
b) approval of the Business Plan, the operating Budgets and the quarterly forecasts of the
Company (including cash flows forecasts);
c) to acquire, trade or sell shares, securities, debentures or bonds in or of any other company or
any activity relating to the derivative transactions;
d) any related parties transactions or any agreement or arrangement or any transfer of funds
between the Company and the Parties or any Subsidiary including but not limited to sale or
purchase of goods and services, license agreements, distributions agreements, technical
assistance, or consultancy services, financial transactions or arrangements or intellectual
property related transactions and employment or professional services, as the case may be.
All the such related parties transactions shall be conducted in a transparent manner and shall
be on an arm’s length basis;
e) transfer of funds across the divisions of the Company or with Subsidiaries of the Company or
of the Parties;
f) transactions that are not on an “arms length” basis;
g) commencement, abandonment, waiver or settlement or any legal action, suits, claims and
other legal proceedings;
h) divestment of or sale, lease, license or exchange or Encumbrance or in any other way

proposal to dispose of any of the assets or undertaking of the Company and/or its
Subsidiaries;
i) appointment of all functional heads, including the general counsel and/or company secretary
and other officers/managers of the Company, and.
j) appointment including terms of appointment including the remuneration packages of the

company secretary, the key employees of the Company or removal of any of them.

k) approval of, or amendment to, the annual accounts, annual capital expenditure over and
above the limits set out in the operating budgets; or any payments or non-payments to
statutory authorities;
l) granting, to Third Parties, licenses/ sub-licenses and rights with respect of patents,
manufacturing technology, trademarks and other industrial property regarding the
Trademarks or New Trademarks ;
m) the expansion or diversification of the Business or commencement of any new line of

business including by way of acquisition of any other business or by way of establishing any
joint venture or partnership or any kind of alliance;
n) delegation of any authority by the Board to any individual, other than the CEO;
o) listing of the Company on any stock exchange, or determining of the timing, pricing, number
of existing/new Shares to be offered under the IPO, lead managers/underwriters and
place/stock exchange of the IPO of the Company or the terms of the offer;
p) borrowing, lending or giving guarantee or security to any Third Party in excess of the limits
specified in the Business Plan or not otherwise provided in the Business Plan.
The Chairman shall have an additional or casting vote for matters referred to in paragraphs a) and l)
above.
(ii) The decisions relating to the following Reserved Matters are of the exclusive competence of the
General Meeting:
a) any alteration including deletion or addition to the Memorandum and Articles of Association
of the Company including any change in the number of the Directors;
b) any re-construction, consolidation, merger/ demerger or amalgamation or entering into any

agreement or arrangement with the creditors or class of them or members or class of them;
c) appointment or removal of statutory and internal auditors including the terms of appointment.
Any change in the financial year or change to material accounting or tax policies or practices;
d) recommendation or declaration of any dividends (whether interim or final);
e) the dissolution of the Company;
f) increase, decrease or other alteration or modification in authorized or issued and paid up

share capital, or any change in the face value of the Shares, or creation or issue of securities
(including equity shares, preference shares, non voting shares, warrants, options, buy back,
etc) and the terms thereof and/or approval or refusal of any Transfer of Shares;
g) split of Shares of the Company, reverse split of Shares of the Company or changing the
number or value of the Shares of the Company in any manner and;
iii.) Notwithstanding any of the provisions of the above paragraphs (i) and (ii) or any other
provisions of this Agreement, no decisions relating to the following matters can be taken and/or

implemented without the prior approval of XYZ following the procedure to be detailed in the Trademark
Licence Agreement:
a) questions regarding the use of the Trademarks and any action for infringement by the
Company against misuse by any Third Party of the Trademarks; and,
b) In relation to the registration of New Trademarks, XYZ shall decide if the New
Trademark shall be considered as new and not creating any confusion with the
Trademarks.
The above list of Reserved Matters is not an exhaustive list, and the Board at any point of time can extend
the scope of the Reserved Matters at Board or General Meeting level.
8. GENERAL MEETINGS
(a) Meetings
The General Meetings shall be convened and held according to the provisions of the Act.
(b) Time, Place, and Chairman
Every General Meeting shall be called for at a time during business hours, on a day other than a
Sunday or a Saturday or any public holiday, and shall be held at the registered office of the
Company or at some other place within the city in which the registered office of the Company is
situated, as the Board may determine, and the notices calling the meeting shall specify it as the
annual general meeting. Any shareholders' meeting which is not specified to be an annual general
meeting shall be regarded as an extra-ordinary general meeting. Notice of each General Meeting
(whether annual or extraordinary) shall be given to each Shareholder in accordance with the
Articles.
The chairman of the Board shall preside over the General Meeting and in his absence the
Shareholders shall appoint a Shareholder to chair the General meeting.
(c) Proxy
Any Shareholder may authorize any Person to act as its proxy at any General Meeting, and such
proxy shall be entitled to exercise all the powers of such Shareholder on its behalf and compliant
with the provisions of this Agreement, subject to the applicable provisions of the Act.
(d) Quorum for General Meetings
(i) A valid quorum at any General Meeting shall consist of the presence of at least five
(5) shareholders. No business shall be transacted at any General Meeting unless there
is a valid quorum both at the time when the meeting is called to order and throughout
the meeting. If the quorum is not present within sixty (60) minutes from the time
when the meeting should have begun or if during the meeting there is no longer a
quorum, the meeting shall be adjourned and reconvened at the same place and time
within seven (7) days (or such other time as the Parties shall agree).

(ii) At the reconvened meeting in the manner set out above, the Shareholders present
shall constitute the quorum provided that the agenda for such reconvened meeting is
identical to the agenda for the original meeting and at least one nominee of each
Shareholder is present at the time of the meeting. The General Meeting shall not
consider or take any decision on any matter that is not included in such agenda.
(e) Majority rules at General Meetings
Resolutions at General Meetings shall be passed according to the provisions of Indian law with at least
one representative of each Shareholder voting in favour of such resolution.
9. EXERCISE OF VOTING RIGHTS, LANGUAGE AND MINUTES
The Parties agree, undertake and confirm that they shall ensure their representatives and proxies
representing them at General Meetings and their respective nominated Directors (or Alternate
Directors) at Board Meetings shall exercise their votes and act in such manner so as to comply
with, and to fully implement the general spirit, and the specific provisions of this Agreement, and
shall refrain or abstain from voting on any resolutions which are contrary to the provisions of this
Agreement or which would in any manner prejudice the rights of the other Party.
All General Meetings, Board meetings and Executive Committee meetings shall be conducted,
and materials prepared, in English. The minutes of the General Meetings, Board meetings and
Executive Committee meetings shall be prepared in English.
10. DEADLOCK
10.1 A deadlock shall be deemed to have occurred (“Deadlock”) if a resolution (relating to a Reserved
Matter or not) is proposed at a properly convened General Meeting, or Board meeting, and one of the
following applies:
(a) there is no quorum at the meeting and no quorum at the meeting when it is reconvened
following an adjournment; or,
(b) where it is a Board meeting, of the Directors present, all Directors representing a Shareholder
vote against or abstain from voting on a resolution (unless one of their number proposed the
resolution or unless the decisions was adopted further to the exercise of the casting vote); or,
(c) where it is a General Meeting, a Shareholder votes against or abstain from voting on the
resolution (unless such Shareholder proposed the resolution).
10.2 There is no Deadlock if a meeting, or adjournment, is inquorate because the Shareholder who
proposed the resolution does not attend.
10.3 There is no Deadlock if a resolution is passed at a Board meeting by the use of the Chairman’s
casting vote, provided that there is at least one affirmative vote from the nominees Directors of both
shareholders.

10.4 Either Shareholder may, within 14 Business Days of the meeting at which the Deadlock arises (the
first day being the day after the meeting), serve notice to the other Shareholder (a “Deadlock Notice”):
(a) stating that, in its opinion, a Deadlock has occurred; and,
(b) identifying the matter giving rise to the Deadlock.
10.5 The Parties undertake that, after service of the Deadlock Notice, they shall use all reasonable
endeavours in good faith to resolve the dispute: each Shareholder shall appoint a representative among
their respective CEOs or Managing Directors (herafter a “Representative”) within 5 Business Days after
the reception of the Deadlock Notice under clause 10.4. Both Representatives shall use their reasonable
endeavours to reach a solution to the dispute within 20 Business Days as from the reception of the
Deadlock Notice. If a solution is reached by the Representatives, it shall be submitted to the Board or to
the General Meeting, as the case may be, who shall accept or refuse it within 30 Business Days as from
the reception of the Deadlock Notice.
11. RESOLUTION OF DEADLOCK
11.1 A Deadlock Resolution Notice is a notice served by one Shareholder on the other in which the server
offers, at the price for each Share specified in the notice (in cash and not in deferred terms), either to sell
all its Shares to the recipient of the notice or to buy all the recipient’s Shares.
11.2 A Deadlock Resolution Notice:
(a) may not be revoked; and,
(b) may not be served before the first anniversary of the date of this Agreement.
11.3 If the Parties are unable to resolve a Deadlock within 35 Business Days from the reception of the
Deadlock Notice under clause 10.4, either Shareholder may, within 28 Business Days of the expiry of this
35 Business Days period (the first Business Day being the Business Day after the day of expiry), serve a
Deadlock Resolution Notice on the other.
11.4 The recipient of a Deadlock Resolution notice may choose to do either of the following, at the price
for each Share specified in the Deadlock Resolution Notice, by serving a counter-notice within 28
Business Days of receiving the Deadlock Resolution Notice (the first Business Day being the Business
Days after the day of receipt):
(a) buy all the Shares of the server of the Deadlock Resolution Notice; or
(b) sell all its Shares to the server of the Deadlock Resolution Notice.
11.5 If no counter-notice is served within the period of 28 Business Days available, the recipient of the
Deadlock Resolution Notice is deemed to have accepted the offer in the Deadlock Resolution Notice at
the expiry of that period.
11.6 The service of a counter-notice or deemed acceptance of the Deadlock Resolution Notice will bind
the parties to buy or sell the shares (as the case may be) on the terms set out in clause 12.5.

11.7 References in this clause 11 to Shares held by a Shareholder are to all the Shares held by that
Shareholder and not some only of those Shares.
11.8 If no Deadlock Resolution Notice is served in the timeframe contemplated in clause 11.3, either
Shareholder may refer the Deadlock situation to arbitration under clause 16.
12. TRANSFER OF SHARES
12.4 Expert
12.4.1 An Expert is a Person appointed in accordance with clause 12.4 to resolve a matter arising
under this Agreement.
12.4.2 The Parties shall endeavour to agree on the appointment of an independent Expert.
12.4.3 If the Parties are unable to agree on the appointment of an Expert within 7 Business Days
of either Shareholder serving details of a suggested expert on the other, either Shareholder shall
be entitled to request PricewaterhouseCoopers shall be deemed appointed Expert for the
purposes of this clause, and shall be instructed by either Party taking precedence.
12.4.4 The Expert is required to prepare a written decision and give notice (including a copy) of
the decision to the Parties within a maximum of three months of the matter being referred to the
Expert.
12.4.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the
decision within the time required by clause 12:
(a) either Party may apply to ICC Paris to discharge the Expert and appoint a replacement
Expert with the required expertise; and,
(b) clause 12.4 applies in relation to the new Expert as if he were the first Expert
appointed.
12.4.6 All matters under clause 12.4 shall be conducted, and the Expert’s decision shall be
written, in the English language.
12.4.7 The Parties are entitled to make submissions to the Expert (including oral submission) and
shall provide (or procure that others including the Company provide) the Expert with such
assistance and documents as the Expert reasonably requires for the purpose of reaching a
decision.

12.4.8 To the extent not provided by clause 12.4, the Expert may, in his reasonable discretion,
determine such other procedures to assist with the conduct of the determination as he considers
just or appropriate.
12.4.9 Each Party shall, with reasonable promptness, supply (and procure that others including
the Company supply) each other with all information and give each other access to all
documentation and personnel as the other Party reasonably requires to make a submission under
clause 12.4.
12.4.10 The Expert shall act as an expert and not an arbitrator. The Expert’s written decision on
the matters referred to him shall be final and binding in the absence of manifest error or fraud.
12.4.11 Each Party shall bear its own costs in relation to the reference to the Expert. The Expert’s
fees and any costs properly occurred by him in arriving at his determination (including any fees
and costs of any advisers appointed by the Expert) shall be borne by the Parties equally or in such
other proportions as the Expert shall direct.
12.5 Closing the sale and purchase of Shares
12.5.1 Clause 12.5 applies only to transfers between the Shareholders pursuant toclause 11,
clause 12.1 and clause 12.3.
12.5.2 The sale of shares under this agreement shall close at the offices of the Company on the
28th Business Day:
(a) after the deemed acceptance of a Deadlock Resolution Notice under clause 11.5 or receipt of a
counter-notice to a Deadlock Resolution Notice under clause 11.4; or
(b) after the notification of the decision of the Expert under clause 12.4.4; or
(c) after the Continuing Shareholder (having received a Transfer Notice) gives notice to the Seller
that it wishes to buy all the Seller’s Shares under clause 12.1.3; or
(d) after acceptance or deemed acceptance of an offer to buy under clause 12.3.3 or after service
of a notice to buy under clause 12.3.5
12.5.3 At closing, the Shareholder selling the Shares shall:
(a) transfer the Shares free from all Encumbrances in such form as is necessary for the buyer to
establish legal ownership in accordance with Indian law;
(b) deliver the resignations of any Directors appointed by the selling Shareholder to take effect at
closing and acknowledging that they have no claims against the Company;
(c) warrant that it has no right to require the Company to issue any share capital or other
securities and that no Encumbrance affects any unissued shares or other securities of the
Company;

(d) warrant that no commitment has been given to create Encumbrance affecting the Shares being
sold (or any unissued shares or other securities of the Company) and that no Person has claimed
any rights in respect thereof; and
(e) undertake to do all it can, at its own cost, to give the buyer the full legal and beneficial title to
the Shares.
12.5.4 At closing the Shareholder buying the Shares shall pay the purchase price in immediately
available funds to the Shareholder selling the Shares through normal banking channels.
12.5.5 At or before closing, the Company shall repay any loans made by the selling Shareholder
to the Company (together with any interest accrued thereon) and the Parties shall use their best
endeavours to procure that the selling Shareholder is released from any guarantees and security
arrangements that has given in respect of the Company and its business.
12.5.6 The Shares shall be sold with all rights that attach, or may in the future attach, to them
(including in particular, the right to receive all dividends and distributions declared, made or paid
on or after the events referred to in clause 12.5.2 (a), clause 12.5.2 (b) and clause 12.5.2 (c).
12.5.7 The Shareholder buying the Shares is not obliged to complete the purchase of any of the
Shares being sold unless the purchase of all Shares is completed simultaneously.
12.5.8 For the purpose of this clause 12.5, XYZ shall be entitled to substitute an Indian Company
to buy ABC Shares, should Indian regulations prevent it to hold more than a given fraction of the
Company share capital.
12.5.9 At closing the Trademark License Agreement shall be terminated automatically and the
Company has no right to use the Trademarks in its corporate name or otherwise and the
Trademarks shall be removed immediately from all the stores and documents of the Company
existing at that time.
12.6 Specific consequences
If following a Transfer of ABC Shares, XYZ – individually or collectively with an Indian

company further to the application of clause 12.5.8 - becomes the holder of more than 75 % of
the share capital of the Company, ABC and PANTA jointly undertake to obtain the extension of
the terms of all the leases whereby the Company rents premises from a Future Group company
for a 3 year period as from the date of such Transfer, at the same terms and conditions as those
then prevailing.
13. WINDING - UP OF THE JV COMPANY
In case of winding up of the Company for any reason but not limited to bankruptcy, dispute
between both the parties which has not been resolved by arbitration, mutual agreement between
both Shareholders to wind up the Company, etc …, the Auditors of the Company will prepare a
Valuation Report of the Company and divide all assets and liabilities of the Company in equal
proportions.

Both the Shareholders shall be entitled to acquire directly or through their Subsidiaries the
assets/liabilities of the Company as valued by Auditors.
14. CONFIDENTIALITY
14.1 Each Party undertake that it shall not make any announcement in connection with this Agreement
unless the other Parties shall have given their consent to such announcement, including both as to
timing and substance.
14.2 In this Clause, “Confidential Information” shall mean any information which either of XYZ,
ABC & PANTA may have or acquire (whether before or after the date of this Agreement) in
relation to the customers, business, assets or affairs of the other Party as a consequence of the
negotiations relating to this Agreement or the performance of this Agreement or in relation to the
contents of this Agreement (or any agreement or arrangement entered into pursuant to this
Agreement), but excludes the following information:
(a) It is or becomes public knowledge other than as a direct or indirect result of the
information being disclosed in breach of this Agreement; or
(b) Either of XYZ and ABC & PANTA can establish to the reasonable satisfaction of the
other Party that it found out the information from a source not connected with the other
Party and that the source is not under any obligation of confidence in respect of the
information; or
(c) Either Party can establish to the reasonable satisfaction of the other Party that the
information was known to the first Party before the date of this Agreement and that it was
not under any obligation of confidence in respect of the information; or
(d) The Parties agree in writing that it is not confidential.
14.3 The Parties and PANTA shall at all times use all reasonable endeavours to keep confidential (and
to ensure that its employees, agents, Subsidiaries and the employees and agents of such
Subsidiaries keep confidential), any Confidential Information and shall not use or disclose any
Confidential Information except:
(a) to each other or to a Party´s professional advisers where such disclosure is for a purpose
related to the operation of this Agreement; or
(b) with the written consent of either of the Parties that the information relates to; or
(c) as may be required by law or by the rules of any recognised stock exchange, or
governmental or other regulatory body, when the Party concerned shall, if practicable,
supply a copy of the required disclosure to the other before it is disclosed and incorporate
any amendments or additions reasonably required by the other; or
(d) to any tax authority to the extent reasonably required for the purposes of the tax affairs of
the Party concerned or

(e) if the information comes within the public domain otherwise than as a result of the breach
of this clause.
14.4 Each of XYZ and ABC & PANTA shall inform (and shall use all reasonable endeavours to
procure that the Company shall inform) any officer, employee or agent or any professional
adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides
Confidential Information, that such information is confidential and shall require them:
(a) to keep it confidential; and
(b) not to disclose it to any Third Party (other than those Persons to whom it has already been
disclosed in accordance with the terms of this Agreement).
14.5 On termination of this Agreement, either of XYZ or ABC & PANTA may demand from the other
Party and ensure that the Company returns any documents containing Confidential Information in
relation to the first Party by notice in writing, whereupon the other Party shall (and shall use all
reasonable endeavours to ensure that its Subsidiaries, and its officers and employees and those of
its Subsidiaries and the Company) shall:
A. return such documents; and
B. destroy any copies of such documents and any other document or other record
reproducing, containing or made from or with reference to the Confidential Information,
(save, in each case, for any submission to or filings with governmental, tax or regulatory
authorities). Such return or destruction shall take place as soon as practicable after the
receipt of any such notice.
15. TERM AND TERMINATION
15.1 Term
This Agreement shall come into effect from the execution of this Agreement and shall remain valid and
binding on the Parties until such time that it is terminated in accordance with this Clause. For the
avoidance of doubt, it is clarified that, neither Party shall have the right to rescind, terminate or cancel this
Agreement other than in accordance with this Clause.
15.2 Termination
15.2.1 Except for the provisions which clause 14.2 states shall continue in full force after termination, this
agreement shall terminate:
(a) when one Party ceases to hold any Share in the Company; or,
(b) when a resolution is passed by Shareholders or creditors, or an order is made by a court or other
competent body or person instituting a process that will lead to the Company being dissolved and its
assets being distributed among the Company’s creditors, Shareholders or other contributors.
15.2.2 The provisions of Clause 14 (Confidentiality), Clause 18 (Notices), Clause 15 (Term and
Termination), Clause 16 (Governing Law and Jurisdiction) as well as all other miscellaneous provisions of

Clause 20 (Miscellaneous) as are applicable or relevant thereto, shall survive termination of this
Agreement.
15.2.3 If this Agreement terminates, each party shall, if requested by the other, procure that the name of
the Company be changed to avoid confusion with the name of the relevant Party.
15.2.4 Termination of this agreement shall not affect any rights or liabilities that the parties have accrued
under it.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1 This Agreement shall be governed by and construed in accordance with the laws of England.
16.2 Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration in Singapore in accordance with the Rules of Conciliation and Arbitration of the
International Chamber of Commerce, Paris (“Rules”) for the time being in force, which rules are
deemed to be incorporated by reference in this Clause. The tribunal shall consist of three
arbitrator(s) each appointed in terms of the Rules in consultation with XYZ and ABC & PANTA.
The language of the arbitration shall be English and the place of arbitration shall be Paris.
17. INFORMATION RIGHTS
17.1 The Company shall furnish, to each of XYZ and ABC & PANTA, the following information:
(i) Monthly and quarterly (and year-to-date) financial statements (including an income
statement, a statement of cash flow, a statement of capital expenditures, detailed break-
down of working capital, an aging analysis of receivables and comparisons to budget)
within 7 (seven) days and 15 (fifteen) days respectively of the end of the relevant month
and quarter, and annual consolidated audited financials within 90 (ninety) days, of the
date of Financial Year-end;
(ii) brief quarterly reports including a narrative describing the Company’s progress during
the prior quarter within 15 (fifteen) days of the end of the relevant quarter;
(iii) monthly and quarterly management information reports including but not limited to
management presentations;
(iv) monthly financial statements based on a format that has been mutually agreed between
the Shareholders, within 15 days (fifteen) days of the end of each month;
(v) Annual Budget (including quarterly budget containing an income statement, a statement
of cash flow, a balance sheet, a statement of capital expenditures and a detailed break-
down of working capital) and headcount, no later than 60 (sixty) days prior to the
beginning of each Financial Year;
(vi) a quarterly follow-up of the Annual Budget comparing in details the budgeted figures
versus the actual figures in detail;

(vii) any material information relating to the Business, including resignation of any member of
the senior management of the Company immediately upon the occurrence of such
material event and in any event not later than 7 (seven) days from the date of knowledge
of such occurrence;
(viii) any other information as may be reasonably requested by the XYZ or ABC & PANTA.
17.2 Each of XYZ and ABC & PANTA and their authorized representatives shall have the right during
normal business hours to inspect its books and accounting records, to make extracts and copies
there from at its own expense and to have full access to all of the Company's premises, properties
and assets, in accordance with the law;
17.3 For avoidance of doubt, it is clarified that both XYZ and ABC & PANTA shall have equal right
to receive information from the Company as per law.
17.4 Any information, notices, agenda etc. which shall be available to the Board shall also be made
available to the Directors nominated by the Shareholders on the Board.
18. IMPLEMENTATION OF AGREEMENT AND CO-OPERATION
18.1 The Parties undertake:
(a) To exercise good faith in their dealings with each other in regard to all matters relating to
the Company and in carrying out and giving effect to the provisions of this Agreement.
(b) To do or to use their reasonable endeavours to procure the doing by their respective
Subsidiaries, and to refrain from doing or use their reasonable endeavours to procure that
their respective Subsidiaries refrain from doing, all acts and to pass or to use their
reasonable endeavours to procure the passing of all resolutions of directors or
shareholders of any of their respective Subsidiaries which may be required to give effect
to the terms of this Agreement.
18.2 Each Party agrees to cooperate with each other to use its best efforts to promote the success of the
Company in attaining the objectives of this Agreement, and as set forth in the Annual Budget.
18.3 Each Party shall comply with the provisions of this Agreement in relation to their equity
shareholding in the Company and in transacting business with the Company and shall exercise its
rights and powers in accordance with and so as to give effect to this Agreement. Each Party
further agrees to exercise its voting rights in any meeting of the Shareholders, and shall cause any
Director recommended for appointment by such Shareholder to exercise his voting rights in any
Board meetings, to give full and complete effect to the provisions of this Agreement.
18.4 If any Director recommended for appointment on the Board by a Shareholder; (a) for any reason
refuses to exercise his voting power in accordance with the recommendations given by that
Shareholder in accordance with the terms of this Agreement or (b) becomes disqualified due to
the operation of law, such Shareholder shall forthwith take all action within its power or control,
including without limitation, voting at any general meeting of the Shareholders, to remove/
replace such Director.

18.5 The Parties expressly undertake to ensure that all future developments in the Business of the
Company and its expansion are achieved either by the Company itself or by subsidiaries created
for this purpose which are under its control.
18.6 Each Party agrees that it shall act in the best interest of the Company and shall not commit any
act or omission or undertake any activity due to which the reputation of the Company or the other
Shareholder shall be adversely affected.
19. REPRESENTATIONS AND WARRANTIES
Each Party warrants and represents to each other Party that the following are true (except for
matters disclosed to the other Parties in writing):
(a) It has all requisite corporate power and authority to execute and deliver this Agreement
and the Agreements contemplated hereby, and to perform the transactions to be
consummated or performed by it hereunder. The execution, delivery and performance of
this Agreement by it has been duly authorised by all necessary governmental action and
this Agreement constitutes its legal, valid and binding obligation;
(b) It has no outstanding commitments, liabilities or obligations, contractual or otherwise,

which would in any material respect conflict with or impede its ability and right to enter
into this Agreement or fulfil any and all of its obligations hereunder, or to conduct the
business contemplated hereby;
(c) It is not in violation of or default of any term of its memorandum of association or

articles of association;
(d) It is not in violation of or default of any term of any provision of any mortgage, indenture
or agreement to which it is a party, to its or his knowledge, of any judgement, decree,
order, writ, statute, rule or regulation applicable to it which could materially and
adversely affect the Company’s business, assets, liabilities, financial condition, operation
or prospects;
(e) It is not subject to any existing, pending or threatened litigation or other proceeding
which could materially and adversely affect the Business of the Company; and
(f) It is not subject to any bankruptcy, reorganization, compulsory composition or

dissolution proceeding, and has not explicitly suspended payment of any debt as it has
become due (except debts contested in good faith).
20. MISCELLANEOUS
20.1 No Partnership
The Parties expressly do not intend hereby to form a partnership, either general or limited, under
any jurisdiction's partnership law.

20.2 No Agency
No Party, acting solely in its capacity as a shareholder of the Company, shall act as an agent of
the other Party or have any authority to act for or to bind the other Party. Any Party that takes any
action or binds any other Party in violation of this Clause shall be solely responsible for, and shall
indemnify the other Party against, any losses, claims, damages, liabilities, judgments, fines,
obligations, expenses and liabilities of any kind or nature whatsoever (including but not limited to
any investigative, legal and other expenses incurred in connection with, and any amounts paid in
settlement of, any pending or threatened legal action or proceeding) that such other Party may at
any time become subject to or liable for by reason of such violation.
20.3 Amendment
This Agreement may not be amended, modified or supplemented except by a written instrument
executed by each of the Parties.
20.4 Agreement survives Closing
This Agreement (other than the obligations that have been fully performed) remains in full force
after Closing.
20.5 Waiver
No waiver of any provision of this Agreement shall be effective unless set forth in a written
instrument signed by the Party waiving such provision. No failure or delay by a Party in
exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of the same preclude any further exercise thereof or the
exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a
Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of
any subsequent breach of that or any other provision hereof.
20.6 Entire Agreement
This Agreement constitutes the whole agreement between the Parties relating to the subject
matter hereof and supersedes any prior agreements or understandings relating to such subject
matter. No Party relied upon any representation or warranty in entering this Agreement other than
those expressly contained herein.
20.7 Severability
Each and every obligation under this Agreement shall be treated as a separate obligation and shall
be severally enforceable as such and in the event of any obligation or obligations being or
becoming unenforceable in whole or in part. To the extent that any provision or provisions of
this Agreement are unenforceable they shall be deemed to be deleted from this Agreement, and
any such deletion shall not affect the enforceability of the remainder of this Agreement not so
deleted provided the fundamental terms of the Agreement are not altered.
20.8 Counterparts

This Agreement shall be executed in two original counterparts, each of which shall be deemed an
original, but all of which signed and taken together, shall constitute one document.
20.9 Covenants Reasonable
The Parties agree that, having regard to all the circumstances, the covenants contained herein are
reasonable and necessary for the protection of the Parties. If any such covenant is held to be void
as going beyond what is reasonable in all the circumstances, but would be valid if amended as to
scope or duration or both, the covenant will apply with such minimum modifications regarding its
scope and duration as may be necessary to make it valid and effective.
20.10 Independent Rights
Each of the rights of the Parties hereto under this Agreement are independent, cumulative and
without prejudice to all other rights available to them, and the exercise or non-exercise of any
such rights shall not prejudice or constitute a waiver of any other right of the Party, whether
under this Agreement or otherwise.
20.11 No Assignment
Subject to the provisions of this Agreement, this Agreement is personal to the Parties and shall
not be capable of assignment.
20.12 Force Majeure
(a) The failure or delay of any Party hereto to perform any obligation under this Agreement
solely by reason of any natural calamity like Act of God shall not be deemed to be a
breach of this Agreement, provided, however, that the Party so prevented from
complying shall continue to take all actions within its power to comply as fully as
possible herewith and to remove or remedy such cause with all reasonable dispatch.
(b) Except where the nature of the event shall prevent it from doing so, the Parties suffering
such force majeure event shall notify the other Parties in writing within fourteen (14)
Business Days after the occurrence of such force majeure event.
20.13 Cost and Expenses
Unless otherwise provided, all costs in connection with the negotiation, preparation, execution
and performance of this Agreement shall be borne by the Party that incurred the costs. Any stamp
duty, fees or expenses (including legal and professional costs) payable in connection with the
allotment of Shares to the Parties herein shall be borne and paid by the Company.

21. NOTICES
21.1 A notice given under this Agreement shall be in writing in the English language and shall be sent
for the attention of the Person, and to the address, email address or fax number, given in this
clause (or such other address, email address or fax number or Person as the Party may notify to
the others, such notice to take effect five days from the notice being received); and shall be
delivered personally or sent by fax or sent by pre-paid first-class post, recorded delivery or (if the
notice is to be served by post outside the country from which it is sent) sent by airmail or sent by
email.
The addresses for service of notice are:
For XYZ:
Contact person: Mr. Marc GROSMAN
Address : Building South TITANIUM – Place Broodthaers 8- 1060 Bruxelles,

Belgium.
For the attention of: Administrateur Délégué
Fax number :
Email address :
For ABC & PANTA:
Contact person: Mr.
Address :
For the attention of: Chairman and MD
Fax number :
Email address :
21.2 When Effective
Any notice so given shall be deemed to be received if by letter: (a) upon receipt, or 7 Business
Days after posting, whichever is earlier, for registered airmail sent within India, or (b) if by air
courier upon receipt or seven (7) Business Days after delivery to the courier service, whichever is
less; or (c) if by telex, cable or facsimile, forty eight (48) hours after dispatch, provided that in
case of dispatch by facsimile a confirmation copy shall promptly be sent by registered airmail and
electronic confirmation of receipt has been received by the sender.
21.3 Proof of Notice
To prove service of notice, it shall be sufficient to prove that a letter, telex or cable containing the
notice was properly addressed and properly dispatched or posted.

21.4 Change of Address
Any Party may change the address to which notices may be sent by notifying the other Parties of
such change in the manner provided in this Clause.
IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first above
written.
The 9th of January 2008
Signed by
XYZ
____________________________
Name: Marc GROSMAN
Title : Administrateur Délégué XYZ
Witness 1
Name :
Address:
Signature:
Witness 2
Name:
Address:
Signature:
Signed by
PANTAS INDUSTRIES LIMITED
____________________________
Name : Mr. Rakesh BIYANI

Title :
Witness 1
Name :
Address:
Signature:
Witness 2
Name:
Address:
Signature:
Signed by
INDUS LEAGUES CLOTHING LIMITED
____________________________
Name : Mr. Rakesh BIYANI
Title :
Witness 1
Name
Address:
Signature:
Witness 2
Name:
Address:
Signature:

APPENDIX A
Deed of Adherence
THIS DEED OF ADHERENCE is made on this _________ day of 200[ ]
BETWEEN:
(1) _________________ (New Candidate Shareholder) (hereinafter referred to as 'the Covenantor');
AND
(2) _________________ (hereinafter referred to as ‘Transferee’);
WHEREAS:
1. The Transferee and Transferor (“Shareholder Parties”) have entered into an Agreement dated
[ ], 2007 (“Agreement”) regulating their relationship with ______________ (“Company”).
2. In terms of the Agreement it is a condition precedent for a Transfer of any of the Shares by any of
the Shareholder Parties to require the New Candidate Shareholder to execute this Deed
undertaking to discharge the obligations contracted by the Transferor in the Agreement.
THUS, the Parties agree to the following:
1. Consent to the Terms of the Agreement.
(i) Transferee covenants undertakes and agrees with the Covenantor, that by the
Covenantor’s execution of this Deed, the Covenantor shall be deemed to be a party to the
Agreement and shall be entitled to certain rights
(ii) and privileges under the Agreement.
(iii) The Covenantor confirms with the Transferee that by its execution of this Deed it shall be
deemed to be a party to the Agreement and shall be subject to all the covenants,
obligations and undertakings as contained in the Agreement including restrictions on
Transfer of Shares, voting rights, Board representation etc., and shall assume, keep,
observe and perform, all the terms, covenants, undertakings, agreements, provisions and
conditions in the Agreement as if it were party to the Agreement.
(iv) The Covenantor hereby confirms to the Transferee that it has received a copy of the
Agreement and the provisions thereof are incorporated by reference herein and deemed to
be part of this Deed to the same extent as if such provisions had been set forth in full
herein.
2. Representations and Warranties.
The Covenantor hereby represents and warrants, as of the date hereof, to the Transferee as
follows:

(i) It is duly organised and validly existing under the law of India and has a full legal right,
power and authority to conduct its business and has a fully legal right, power and
authority to enter into this Deed and to perform its obligations hereunder;
(ii) This Deed has been duly authorised by all necessary corporate action of the Covenantor
and has been validly executed by a duly authorized representative of the Covenantor and
constitutes a legal, valid and binding obligation of the Covenantor enforceable in
accordance with its terms; and
(iii) The execution of this Deed or compliance with its terms will not now, or at any time in
the future, conflict with or result in a breach of any of the terms, conditions or provisions
of, or constitute a default or require any consent under, any agreement or other instrument
it has executed or by which it is bound, or violate any of the terms and provisions of its
memorandum and articles of association or any judgement, decree or order or any statute,
rule or regulation applicable to it.
3. This Deed shall be governed in all respects by the laws of India.
4. This Deed is supplemental to this Agreement dated_____________.
5. The terms used but not defined herein shall have the meaning assigned to them in this Agreement.
6. Service of notice on the Covenantor at the address specified herein shall constitute compliance
with the provisions of Clause of the Joint Venture Agreement.
Covenantor
Address:
Fax:
Attention:
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR
RESPECTIVE HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR HEREIN
WRITTEN:
Signed and Delivered by Covenantor )
by the hand of its Authorised )
Signatory, in presence of )
1.
2.

Signed and Delivered by )
Continuing Shareholder Parties )
1.
2.
Signed and Delivered by the Company )
1.
2.

APPENDIX B
BUSINESS PLAN

APPENDIX C
PRODUCTS
SWEATERS
FINEKNITS (tee –shirts, polo shirts, sweat, short underpants)
TROUSERS, BERMUDAS, SHORTS, JEANS
SHIRTS/WOVEN SHIRTS UNDERPANTS
RAINCOAT, PARKA, BLOUSONS, WIND PROOF
LEATHER GARMENTS
COAT, CABAN, JACKET, VEST, CITY WEAR TROUSERS
KNIT SWIMTRUCK, WOVEN SWIMTRUCK, SWIMTRUCK
CAP, TIE, BAG, BATH TOWEL, SOCKS, METALLIC ACCESSORIES, SCARF, BELT

APPENDIX D
TRADEMARK LICENSE AGREEMENT
BETWEEN
“XYZ INTERNATIONAL”
AND
“XYZ FUTURE FASHION LIMITED”

TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATIONS
2. LICENCE OF TRADEMARK AND KNOW HOW
3. ROYALTIES
4. OBLIGATIONS OF XYZ AND OF THE COMPANY WITH RESPECT TO THE

TRADEMARK AND TO THE KNOW HOW
5. COMMUNICATION OF THE KNOW HOW
6. DESIGN, MANUFACTURE AND SALE OF THE PRODUCTS
7. QUALITY CONTROL AND APPROVAL PROCEDURE
8. XYZ STORES
9. MARKETING, ADVERTISING AND PROMOTIONAL POLICY
10. SALES OF PRODUCTS
11. COMPLIANCE WITH APPLICABLE LAWS
12. INDEMNITY
13. REGISTRATION OF THE LICENCE AGREEMENT
14. CONFIDENTIALITY
15. INSURANCE

16. NON-COMPETE
18. TAXES AND WITHHOLDINGS
19. SUBSTITUTION
20. FORCE MAJEURE
21. NOTICES
22. GOVERNING LAW – SETTLEMENT OF DISPUTES
EXCLUSIVE TRADEMARK LICENCE AGREEMENT
THIS EXCLUSIVE TRADEMARK LICENCE AGREEMENT is executed in ………………...…. on

day of ……………………………… 2008 by and between:
XYZ INTERNATIONAL, a company incorporated under the laws of Belgium, having its registered
office located at Building South TITANIUM, Place Broodthaers 8, Bruxelles, Belgium, represented by
Mr. Marc GROSMAN, who is duly empowered by board resolution / letter of authority dated _________
(Schedule A) for the purposes hereof or any subsidiary of XYZ Group (hereinafter referred to as
“XYZ”);
AND
XYZ FUTURE FASHION LIMITED a company incorporated under Indian Companies Act, 1956
having its office at _____________________________________, registered in
__________________vide registration no.___________________. represented by Mr
________________, its Director, duly empowered by board resolution / letter of authority dated
_________ (Schedule B) for the purposes of this agreement (hereinafter referred to as "the Company");
XYZ and the Company are individually referred to as the “Party” and collectively as the “Parties”.
WHEREAS:

1. XYZ holds the rights to concede the License on the trademark “XYZ*” registered globally and
more particularly in India on 12 September 2001 under class 25, under registration number
1044036 (hereafter, the “Trademark").
2. PANTA Retail Indian Ltd. and PANTA Industries Ltd. (“PANTA”) are India’s leading retailer
and have a retail presence across various segments including food, fashion and footwear, home
solutions and consumer electronics, books and music, wellness and beauty, general merchandise,
telecom and information technology, e-retailing, leisure and entertainment and financial products
and services. PANTA operates multiple retail formats catering to a wide cross-section of the
Indian society.
3. PANTA Industries Limited has a subsidiary by the name of Indus League Clothing Ltd. (“ABC”)
having its registered office in Bangalore. ABC and XYZ have had discussions concerning
engagement into a joint-venture and carefully assessed the expertise and interest of each other to
come to the conclusion that it would be mutually beneficial and effective if they cooperate with
each other in the establishment and operation of a joint venture company in India with the
objective to launch and promote “XYZ” brands on the terms and conditions agreed and for that
purpose entered into a Joint Venture Agreement dated 9th of January 2008 (“JV Agreement”) to
record the commitments and to regulate their respective rights and obligations in relation to the
Company.
4. Pursuant to the JV Agreement, the Company was set-up to sell XYZ products in India by using
the brand XYZ, the Trademark and the Know-how and XYZ is entitled to the Royalty payments
as allowed by Indian laws for the usage of the Trademark by the Company.
5. Each Party acknowledges that this Licence Agreement is one part of a more global contractual
relationship between XYZ, ABC and PANTA as reflected in the JV Agreement so that both
agreements shall be performed and interpreted jointly. As a consequence, all capitalized words or
expressions which are not defined in this Licence Agreement shall have the meanings set out in
the JV Agreement.
The Parties hereto have entered into this Licence Agreement setting out the terms and conditions agreed
amongst them.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the
Parties hereto agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions:
Unless the context otherwise requires or unless otherwise defined or provided for herein, capitalized
words and expressions used in this Agreement shall have the following meanings:

"Act" shall mean the Indian Companies Act, 1956 or any other statutory amendment or re-enactment
thereof;
"Affiliate" shall mean in relation to any Party, any Person, which, directly or indirectly, controls, is
controlled by or is under common control with such Party;
"Approvals" shall mean any permission and approvals, declaration or filing with any regulatory
authority, statutory or otherwise required in connection with this Agreement;
"Approved Supplier" shall mean a supplier of the Company expressly approved by XYZ in accordance
with the procedure set out in clause 6.3 hereof;
“Business” shall mean the business of designing, manufacturing, marketing, selling and distributing of
the men garment Products under XYZ brands by the Company and establishing any and all of the
following: (i) Shop in Shop (SIS) (ii) Stand Alone Store (SAS) at the Company’s retail location in the
name and style of “XYZ” for sale of the Products within the Territory;
“Business Day” means a day other than Saturday or Sunday when banks in New Delhi are open for
business;
“Buying file” has the meaning ascribed to it in Article 6.1.
“XYZ Stores” shall mean the points of sale of Products (indistinctively Shop in Shop, Stand Alone
Stores or other types of outlets) established in the Territory by the Company under the Licence
Agreement;
“Communication Plan” has the meaning ascribed to it in Article 9;
“Competing Business” has the meaning ascribed to it in Article 16.1;
“Confidential Information” has the meaning ascribed to it in Article 14.2;
“Defaulting Events” has the meaning ascribed to it in Article 17.2;
“Defaulting Party” has the meaning ascribed to it in Article 17.2;
“Group” in relation to the Parties means its subsidiaries, its holding companies, and any subsidiaries of
such holding companies and a “member of a Group” shall mean any one of them;
"INR" or "Rupees" or "Rs." shall mean Indian rupees, being the lawful currency of India;
“JV Agreement” shall mean the Joint Venture Agreement entered into on 9th of January 2008 between
XYZ, ABC and PANTA in the presence of the Company;
"Know-How" shall mean the know-how and copyrighted materials communicated by XYZ consisting of
a system of management, organization, training and decoration of the XYZ Stores, store-window
presentations, and accessory products which, due to their style, enable the clientele to identify the "XYZ"
Products and the specific quality of services provided by all of the XYZ Stores.

The Know-How means in particular but without limitation the following elements put together:
i. a large and coloured “sportswear” and “casual wear” collection at a very attractive price;
ii. establishing stores and sales points at strategic places of city centres or within first class
shopping centres;
iii. promotion and advertisement campaigns reflecting the specific elements of XYZ in their tone
and message;
iv. stores with a specific display, decoration and fittings;
v. a management, transport and pricing policy specific to XYZ stores;
vi. a rigorous homogeneity among all XYZ stores all over the world, in their conception, form
and colours of XYZ products, business policies and methods,
vii. marketing and promotion of the products, more particularly reflected in the presentation,
organization and management of these stores.
viii. the display of XYZ products in the stores according to their category, colour and size;
ix. an integrated policy of marketing, merchandising and designing;
x. the interior and exterior decoration of XYZ stores characterized especially by the colours and
materials of the flooring, walls, light settings, musical environment and furniture;
xi. and more particularly all characteristics, considering individually or collectively, help to
distinguish XYZ stores and products from others similar stores and products;
“Licence Agreement” shall mean this exclusive trademark licence agreement;
"Merchandising Book" shall mean the manual describing the Know-How (including the Decoration
Guide Book) which is periodically brought up to date by XYZ, and delivered by XYZ to the Company
after the signature of the Licence Agreement.
“Net Sale Price” shall mean the net ex-factory sale price of the Products, exclusive of excise duties,
minus the cost of the standard bought-out components and the landed cost of imported components,
irrespective of the source of procurement, including ocean freight, insurance, custom duties, etc;
“New Trademarks” shall mean new trademarks (other than the Trademark), brand names, logos, etc that
the Company might wish to register for the Territory;
“Non Defaulting Party” has the meaning ascribed to it in Article 17.2;
"Person" shall mean any natural person, limited or unlimited liability company, corporation, partnership
(whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association,
government or any agency or political subdivision thereof or any other entity that may be treated as a
person under applicable law;
"Pre-Production Sample" has the meaning ascribed to it in Article 6.4;
“Products” shall mean casual wear, sportswear & accessories for men (as described in Schedule C) sold
or offered for sale under or by reference to the Trademark pursuant to this Licence Agreement;
“Subsidiary” shall mean a company owned by one of the Parties at least at 51% in capital and in voting
rights;
"Suppliers" shall mean the suppliers of Products;

“Termination Notice” has the meaning ascribed to it in Article 17.2;
“Territory” means the territory of the Republic of India;
"Trademark" shall mean the brand name “XYZ” and the trademark “XYZ*” registered in India on 12
September 2001 under class 25, under registration number 1044036;
“Trained Employee” shall mean an employee of the Company, selected by the Company, to whom XYZ
shall communicate the Know-How and who shall be in charge of implementing the Know-How in the
Company and communicating such Know-How to the other employees of the Company.
“Visual Merchandiser” has the meaning ascribed to it in Article 8.2;
1.2. Interpretation
Any reference herein to any Clause, Annexure is to such Clause of or Annexure to this Licence
Agreement unless the context otherwise requires. The Annexure to this Licence Agreement shall be
deemed to form part of this Licence Agreement.
The headings are inserted for convenience only and shall not affect the construction of this Licence
Agreement.
The terms "hereof", "herein", "hereby", "hereto" and derivative or similar words refer to this entire
Licence Agreement or specified Clauses of this Licence Agreement, as the case may be.
Reference to statutory provisions shall be construed as meaning and including references also to any
amendment or re-enactment for the time being in force and to all statutory instruments or orders made
pursuant to such statutory provisions.
Reference to the word "include" shall be construed without limitation.
Time is of the essence in the performance of the Parties' respective obligations. If any time period
specified herein is extended, such extended time shall also be of the essence.
2. LICENCE OF TRADEMARK AND KNOW HOW
2.1. Licence - Territory
XYZ grants the Company an exclusive licence to use the Trademark and the Know-How in the Territory
for the design, manufacture, promotion, distribution and sale of the Products, subject to the terms and
conditions of this Licence Agreement. This exclusive licence grants the Company the right to use and
exploit the Trademark and the Know-How, including the right to open and operate XYZ Stores, solely
and strictly in the Territory.
2.2. Products

The rights of the Company under this Licence Agreement are granted solely with respect to the
distribution and sale of casual wear, sportswear & accessories for men in the Territory, and does not
include any right to use the Trademark or the Know-How or any trademark or commercial name similar
to, or presenting a risk of confusion with, the Trademark or the Know-How for the sale of clothes or
accessories in other lines for men or for women, teenagers or children.
For the avoidance of doubt, it is expressly specified that the right to use the Trademark granted to the
Company under this Licence Agreement only concerns class 25. The Company is not entitled to use the
Trademark for any other class of registration.
3. ROYALTIES
In consideration of the usage of the Trademark and the Know How by the Company, XYZ shall be
entitled to receive a royalty fee at the rate of 1% of the Net Sale Price. The royalty will be calculated on
the basis of the net ex-factory sale price of the Products, exclusive of excise duties, minus the cost of the
standard bought-out components and the landed cost of imported components, irrespective of the source
of procurement, including ocean freight, insurance, custom duties, etc.
Within 30 days after the end of each calendar quarter (three months period) of operation of each Financial
Year, during the Term of this Agreement, the Total Gross Turn Over derived from the Business and
operations of the Company shall be determined, the Royalties due to XYZ pursuant to Clause 3 herein
shall be computed and the Company shall remit to XYZ at its principal office (or at such other places, if
any, as XYZ may from time to time designate in writing to the Company) the Royalties payable to XYZ
as provided in Clause 3 of this Agreement for the relevant period of the Financial Year. In the event the
Company fails to pay XYZ the Royalties within the stipulated period, XYZ shall be entitled to claim
interest at the rate of 18% per annum till the date of actual payment
4. OBLIGATIONS OF XYZ AND OF THE COMPANY WITH RESPECT TO THE

TRADEMARK AND TO THE KNOW HOW
4.1. Ownership
XYZ warrants that it has rights on the Trademark and on the Know-How and may, at its discretion, on
written notice to the Company, add any other trademark to this Licence Agreement.
XYZ shall take steps to maintain the existing registration of the Trademark and prosecute to registration
any pending applications and the Company shall provide, at the request of XYZ, all necessary assistance
in maintaining such registration or prosecuting any applications for registration in respect of the
Trademark and the Know-How.
The Company acknowledges that XYZ has rights on the Trademark and on the Know-How. The
Company shall comply strictly with the directions of XYZ regarding the form and the manner of the
application of the Trademark.

The Company shall not dispute or challenge the validity of the Trademark and the Know-How, or the
rights of XYZ to the Trademark and the Know-How, during the term of this License Agreement or
thereafter.
Any goodwill derived from the use of the Trademark and the Know-How by the Company shall accrue to
XYZ only and fully. XYZ may, at any time, call for a confirmatory assignment of that goodwill and the
Company shall immediately execute it.
4.2. Use of the Trademark and of the Know-How by the Company
The Company undertakes to use and exploit the Trademark in accordance with its form and class
registration, without detracting them in any way whatsoever (including the making of any modification,
deletion or partial addition of graphic devices or change of colours,) and in accordance with the quality
control standards of XYZ and the goodwill and the respect attached to such Trademark. The Company
hereby agrees that XYZ may, at any time, and from time to time, issue such instructions to the Company
in respect of the use of the Trademark and of the Know-How, as XYZ considers appropriate. The
Company hereby agrees to fully comply in all respects with all such instructions.
The Company also undertakes to use its best efforts to exploit the Trademark as effectively as possible,
by carrying out all necessary advertising acts with a view to optimum marketing of the Products under the
Trademark.
In that respect, the Company shall not do, or omit to do, anything to diminish the rights of XYZ in the
Trademark or in the Know-How or impair any registration of the Trademark.
The Company undertakes that all Products made or sold by the Company under this Licence Agreement
shall be sold under the Trademark. The Company shall comply strictly with the directions of XYZ
regarding the form and manner of the application of the Trademark on the Products.
No trademark or logo other than the Trademark may be affixed to the Products nor to the packaging,
advertising and promotional supports, in any form whatsoever.
Subject to XYZ’s prior express approval, the Company shall not use in its Business any trademarks or
know-how confusingly similar to the Trademark or to the Know-How and shall not in particular use
trademarks or any word confusingly similar to the Trademark as, or as part of, its corporate or trading
name.
The Company undertakes, for the duration of this Licence Agreement, that the Company shall not,
whether directly or indirectly through third parties, in any country whatsoever, file one or more
trademarks or use a know-how same as or similar to or derived from respectively the Trademark or the
Know-How, or which is likely to give rise to confusion in the minds of consumers.
4.3. Infringement

The Company shall inform XYZ as soon as it becomes aware of the existence of any trademarks and/or
graphic approaches and/or know-how competing with the Trademark or the Know-How respectively that
are similar to them or which are likely to give rise to confusion in the minds of consumers.
Proceedings against third parties for infringement shall be filed by XYZ in its own name and at its own
expense, with the Company's technical and other assistance. The Company agrees to provide such
assistance, to the extent requested by XYZ.
The Company shall promptly notify XYZ of any attack on the validity of any registration of the
Trademark and XYZ shall defend the Company in connection with all actions for infringement that may
be filed against it by third parties.
The Company shall promptly notify XYZ of any actual or suspected infringement within the Territory of
the Trademark or of the Know-How that comes to its attention (hereafter an “Infringement”). The
Company shall co-operate fully with XYZ in taking all steps required by XYZ, in its sole discretion, in
connection with any Infringement, including, without limitation, legal proceedings in the name of XYZ or
in the joint names of the parties. XYZ shall be responsible for the cost of any legal proceedings it requires
and is entitled to any damages, account of profits and/or awards of costs recovered. The Company shall
use its best endeavours to assist XYZ in any legal proceedings relating to any Infringement.
4.4. Trademarks and domain names registrations
The Company shall not apply for, or obtain, registration of the Trademark for any goods or services in
any country.
The Company shall not apply for, or obtain, registration of any New Trademarks in any country which
consists of or comprises the word “XYZ”, “*” (star), “C*” or “XYZ*” or any confusingly similar word or
words.
Prior approval of XYZ is requested for the registration of New Trademarks by the Company and the New
Trademarks shall be chosen among the trademarks owned by XYZ Group.
New Trademarks registered by the Company at its own cost shall be its own property and XYZ shall have
no right on it.
All the domain names comporting the word “XYZ” and that may be used by the Company shall be owned
by XYZ. Prior approval of XYZ is requested before registration by the Company of new domain names
which do not exist in the XYZ Group’s portfolio.
4.5. Assignment
This Licence Agreement is personal to the Company. Consequently it may not be assigned in whole or in
part by the Company to a third party (including PANTA Industries Limited, ABC and any of their
Affiliates) by any legal or factual means whatsoever, whether with or without consideration.

The Company, in particular, shall not without the prior and written agreement of XYZ be entitled to grant
sub-licenses of the same.
This clause is considered fundamental to the Parties and without it they would not have entered into this
Licence Agreement.
4.6. Other obligations of the Company
The Company shall sign all papers, documents, applications, tax returns, tenders, bids and pleadings in
relation to the Business and operations of the Company as may be required from time to time by XYZ and
do all other acts, deeds and things to enable XYZ to effectively perform its contractual obligations, under
this Licence Agreement
The Company shall comply with all relevant laws and regulations (including sales tax, excise, octroi) and
shall ensure that it does not do any act or omission which in any manner adversely affects XYZ or
exposes it to any loss or liability.
The Company shall comply with all requests of XYZ in relation to the Business and operations of the
Company.
5. COMMUNICATION OF THE KNOW HOW
XYZ will communicate to the Company a continuously updated Know-How. This Know-How shall be
communicated to the Company by the Merchandising Book and via the Trained Employee.
5.1. Merchandising book
The Company will use the Know-How strictly in accordance with the specifications set forth in the
Merchandising Book under the conditions set forth below.
Improvements and modifications of the Know-How developed by XYZ as a result of the evolution of
trends will be communicated to the Company.
XYZ agrees (i) to provide the Company with the XYZ Merchandising Book free of charge and (ii) for the
term of this Agreement, to make available to the Company any updates to the Merchandising Book as
they become available.
For the term of this Agreement, in the event the Merchandising Book is no longer in the possession of the
Company, XYZ shall send a new copy to the Company upon the Company’s request and at the
Company’s cost.
The Company shall accurately follow XYZ’s instructions contained in the Merchandising Book and in its
updates.
5.2. Training of the Trained Employee

The Trained Employee will be trained by XYZ through appropriate training seminars which will take
place in the Territory or in the premises of any XYZ’s Subsidiary.
All training, travel, boarding and lodging expenses incurred for the training of the Trained Employee will
be paid directly by the Company.
The cost of travel, boarding and lodging of XYZ's staff that will provide such training would be borne by
the XYZ.
5.3. Training of the Company’s employees
The Company shall, at its own costs, take all appropriate measures to make sure that the Know-How is
continuously communicated by the Trained Employee to all the relevant employees of the Company.
The Company shall set up a training centre in the Territory to train its employees.
The employees of the Company running the XYZ Stores will be trained by the Company, under the
supervision of the Trained Employee, through training seminars concerning the running of a XYZ Store,
sales methods, promotion and management as per the XYZ concept. It is specified that each XYZ Store
manager will undergo 4 (four) weeks training before the opening of the relevant XYZ Store. The training
will take place in the training centre of the Company
If the Company requires the intervention of XYZ’s staff to participate to the training of its employees in
the Territory, XYZ will bear the cost of training, travel, boarding and lodging of XYZ's staff that will
provide such training once during the quarter however if the visits of the XYZ’s staff is more frequent for
the training requirement, then such costs would be borne by the Company.
5.4. Compliance with the Know-How - Confidentiality - Improvements
The Company shall have the obligation to comply strictly with the Know-How communicated by XYZ.
The Company hereby acknowledges that the Know-How is a compilation of marketing and technical
secrets of which it is only the depository, and which have been revealed to the Company on a strictly
confidential basis, solely in order to assist the Company to set-up the XYZ Stores and operate the Licence
Agreement.
The Company consequently hereby undertakes, during the term of this Licence Agreement and at the
termination of this Licence Agreement for any reason whatsoever:
i. not to reveal any of such secrets to any individual, company or entity and, in particular,
through the organization of "public" demonstrations in any form whatsoever, without
having received the prior written approval by XYZ. Such obligation shall survive the
termination, cancellation or expiration of the Licence Agreement for as long as the Know-
How remains confidential and is not disclosed other than through a breach of its
obligations by the Company;

ii. not to disclose, divulge or otherwise give access to the Merchandising Book, any copy
thereof or the reproduction or content of any part thereof, to any third party, except for the
purposes of the Company’s business and as authorised by XYZ.
iii. not to use, directly or indirectly, any of such secrets in any business, other than in the XYZ
Store for the term of this Licence Agreement, whether or not the Company or one of its
partners or directors shall have a direct or indirect interest in its capacity as owner, partner,
shareholder, director, employee, manager, consultant or any other capacity whatsoever;
iv. to inform XYZ, promptly upon becoming aware thereof, of any use by any non-authorized
third party, or of any infringement by any third party of the Know-How; and
v. for all or any part(s) of the Know-How which may be conveyed by the Company to its
employees and partners, to obtain the undertaking, in writing, from each that such Know-
How shall not be divulged to a third party. To this end, the Company shall, in particular,
(i) include, in all agreements or hiring letters of its Employees having access to the Know-
How, a provision relating to such confidentiality obligation in a form acceptable to XYZ
and (ii) obtain from its directors and shareholders a confidentiality agreement in a form
acceptable to XYZ.
Any improvement to the Know-How developed by the Company shall be communicated to XYZ who
may use such improvement and convey such improvement to the members of its distribution network.
6. DESIGN, MANUFACTURE AND SALE OF THE PRODUCTS
6.1. Design of the products
The design of the Products can indistinctively be made by XYZ or by the Company.
In any case XYZ shall remind the sole owner of the design, the models and the trademarks of each
Product and of each relevant Buying File and the Company shall not have any right on any of them. The
Company shall not communicate any Buying File to any third party.
(i) Products designed by XYZ
XYZ shall freely communicate to the Company the Buying Files of the Products that are to be produced
by the Company.
For each Product XYZ shall provide the Buying Files to the Company at least 3 (three) months before the
commercialisation of such Product.
(ii) Products designed by the Company

The number of Products designed by the Company for a collection shall not exceed 20% of the total
number of Products sold by the Company for the entire collection.
The Buying Files of the Products designed by the Company shall be submitted to XYZ’s prior approval.
6.2. Choice of collection
Four collections shall be distributed each year by the Company. XYZ, after consulting the Company shall
determine the trends of each collection and the Products that are to be sold for this collection.
6.3. Suppliers
6.3.1 Choice of Suppliers
The Products to be sold in the Territory shall be supplied indifferently by XYZ, any Affiliates of XYZ or
by an Approved Supplier.
An Approved Supplier is a supplier expressly approved by XYZ in accordance with the following
procedure and Schedule E.
The Company shall provide XYZ with all necessary information about every potential manufacturing
company, such information including the following:
- name, legal structure, nationality, registered office, number of incorporation and legal
representatives;
- number of plants and productions sites;
- number of staff and machinery;
- production technologies used, with an indication of their conformity with French and European
Community rules on imported merchandise; such as ANSI/ASQC Z 1./4, 2003.
- compliance with XYZ’s production standards;
- daily production quantities of each plant and/or production site.
Before making its decision, XYZ may, at the costs of the Suppliers, carry out legal, social, technical and
quality audits in the premises of the potential manufacturing company. XYZ can also carry out such
audits at any time after the approval of the Approved Supplier.
XYZ is entitled to withdraw its approval of any Approved Supplier at any time subject to six months
notice.
6.3.2 Business relationships with the Approved Suppliers

The business relationships between the Company and the Approved Suppliers shall be ruled by the terms
of purchase of the Company.
The business relationships between the Company and XYZ or between the Company and XYZ’s
Affiliates shall be ruled by the following rules:
6.3.3 Buying Price of Goods ordered to XYZ and/or its Affiliates
The buying price (excluding tax) of goods ordered by the Company will be communicated to it by XYZ
or its Affiliates on request. This price will be expressed in USD or Euros (EX WORK) excluding taxes
and excluding customs, insurance, documentation fees (such as visa requested by consulate or
embassy…) and transport charges.
All modification made to the prices will be notified by XYZ and its Affiliates to the Company and the
modified prices will be applied only to orders passed after the reception by the Company of this
notification, except in case of natural disaster imposed on XYZ and/or its Affiliates such as necessity to
change their production site, theft, loss or deterioration of goods.
6.3.4 Quality of purchase orders
The Company is fully and solely responsible of the conformity of goods to the legislation applicable on
the Territory.
As a consequence, the Company shall in particular provide XYZ and its Affiliates with all relevant
information and shall pay all extra costs or expenses due to a modification of goods and/or labels due to
the application of such legislation.
6.3.5 Modality of passing purchase orders to XYZ and/or its Affiliates
All purchase orders are final and shall be sent in writing to XYZ and/or its Affiliates.
Each order shall indicate the quantity, nature, reference, and buying price of the goods ordered.
A purchase order shall be considered as validly accepted only if XYZ and/or its Affiliate has accepted it
in writing.
6.3.6 Delivery and risk transfer
The delivery of the goods ordered by the Company will be done by handing over the goods to the
forwarding agent appointed by the Company, from the warehouse of XYZ and/or its Affiliates.
Settlement will be by SWIFT transfer 60 (sixty) days end of the month, date of bill.
The transfer of risks pertaining to the goods will be effective at the time of delivery as per the above
paragraph. The transfer of ownership will be effective on the date of complete payment of the goods, i.e.
the effective cashing of the due amount by XYZ and/or its Affiliates.
6.4. Validation of the Product

For each Product to be produced, the Company shall submit to XYZ’s prior approval a sample of such
Product at least 15 Business Days before the starting of the production of such Product (hereafter a “Pre-
Production Sample”).
XYZ shall formally approve the Pre-Production Sample within 5 (five) Business Days as from its
reception, the absence of answer being considered as approval. Disapproval should be specifically
communicated with the reasons for disapproval. XYZ may also suggest modification in the Pre-
Production Sample for enabling it to approve the same on resubmission of the Pre-Production Sample
duly modified as per its suggestions.
The Company shall not start the production of a Product without XYZ’s prior written approval of the
relevant Pre-production Sample. This clause is considered fundamental to the Parties and without it they
would not have entered into this Licence Agreement.
During the development period of each Product (i.e. [ 1 ] month as from the start of its production), the
Company shall send to XYZ, at its first demand, all samples or prototypes of this Product that XYZ
requests, and as the case may be, apply all the recommendations that this latter should make.
7. QUALITY CONTROL AND APPROVAL PROCEDURES
7.1 Standards of quality
XYZ shall notify the Company of the standards of quality and specifications which shall be adopted by
the Company in the design, manufacture, promotion, distribution and sale of Products and the Company
undertakes to comply strictly with such standards and specifications. XYZ shall give the Company
written notice of any modifications or changes to the standards of quality or specifications, and the
Company shall implement any such modification or change as soon as reasonably practicable. The
references of the Current version of quality standards in the manufacturing are appended hereto as
Schedule E.
7.2 Quality controls, Laboratory Tests and Code of Conduct
The Company shall, on request of XYZ, at the Company’s own expense, submit to XYZ’s approval a
reasonable number of production samples of Products and related packaging materials, and shall follow
the procedure and the requirements of Schedule E.
All samples furnished to XYZ shall be excluded from the Net Sale Price.
In the event that XYZ rejects any sample, it shall give written notice of such rejection to the Company
within 5 (five) Business Days of receipt by XYZ of the sample, the absence of answer being considered
as approval.
The Company shall immediately cease the distribution of the Products objected to and shall not
recommence distribution of such Products until XYZ confirms in writing that it may do so.
The Company shall not sell, market, distribute or use for any purpose, or permit any third party to sell,
market, distribute or use for any purpose, any Products which are rejected by XYZ pursuant to clause 7.1
and/or 7.2, or which are damaged or defective.

7.3 Lay-out and decoration of the XYZ Stores
In order to harmonize the appearance of the "XYZ" stores in all the territories where the Trademark is
established, XYZ has conceived and defined the standards of establishment and decoration for all of the
XYZ stores.
Therefore, the Company shall, for all the XYZ Stores, respect and ensure the respect of the standards of
establishment and decoration conceived and defined by XYZ.
XYZ (i) has designed and implemented, with the assistance of architects and designers, the furnishing and
decoration of the "XYZ" stores, the characteristics and specifications of which are detailed in the
Decoration Guide Book and (ii) agrees to transmit the same to the Company through its architects, the
addresses and telephone numbers of which shall be communicated to the Company.
The Company acknowledges that the practical and aesthetic design of the XYZ Stores, as well as their
internal and external appearance, constitute the distinctive signs of XYZ and enable the identification of
the XYZ Stores as part of the network of XYZ stores in the World.
Consequently, the Company covenants that:
i. It will submit to XYZ by registered mail with acknowledgment of receipt, for XYZ’ s written
approval, a proposed location for the XYZ Stores using the Validation File a form of which is
attached hereto in Schedule D. XYZ shall have fifteen days from the date of receipt of the
Validation File to accept or reject the proposed location. Failure of XYZ to respond within
the time period set forth above shall constitute XYZ’s acceptance of the proposed location.
Unless expressly approved by XYZ, the minimum sales surface of a XYZ Store shall be (a) at
least 120 m² for a Stand Alone Store with a reserve of at least 20 m² and (b) at least 30 m² for
a Shop in Shop.
ii. The Company will purchase the furniture, flooring, lighting and equipment recommended by
XYZ from a supplier named STANDIS and/or any other supplier chosen by the Company
subject to XYZ’s prior approval and validation of the relating prototypes. The Company will
install such furniture, flooring, lighting and equipment in consultation with XYZ's
representative;
iii. prior to the opening of each XYZ Store, The Company will comply, at its own expense, with
XYZ's instructions concerning the exterior and interior lay-out of the XYZ Store, as set forth
in the Decoration Guide Book included in the Merchandising Book. For that purpose, the
Company may consult, at its own expense, one of XYZ's architects with respect to the XYZ
Stores lay-out plans and the Company shall in any case obtain XYZ’s prior approval before
implementing any XYZ Store lay out plans. The decoration and equipment standards being
common to all of the XYZ stores, the Company will deliver to XYZ the lay-out plans of such
XYZ Stores, in AUTOCAD format or any other format requested by XYZ, after the signing
of the Licence Agreement and prior to commencing any refurbishment of the XYZ Stores, so
that the Company may abide by them.

iv. as of the Opening Date and for the term of this Licence Agreement, The Company will not,
without the prior consent of XYZ, make any change, addition, or modification to the XYZ
Stores. In the event that, during the term of this Licence Agreement, the Company shall
decide to renovate or modernize the XYZ Stores, the Company expressly agrees that it will
comply with the then in force standards of decoration and equipment of the "XYZ" stores and
will not commence any such work without the prior consent of XYZ;
v. The Company will take all necessary steps to maintain constantly in perfect condition, at its
own expense, the XYZ Stores' interior and exterior in order to correspond to XYZ's image; it
also will update every XYZ Store created at least every 3 (three) years from the date of the
opening at its own expenses, in accordance with XYZ’s standards then in force;
vi. for the term of this Agreement, The Company shall make sure that the categories of the
Products be represented in the XYZ Store in such a manner as to enable customers to have
access to the collections and represented in accordance with XYZ’s rules concerning
proportions: linear/surface of the sales area and merchandising/potential of turn over.
vii. The Company will implement, at its own expense, all of the XYZ's new instructions
concerning interior or exterior modifications to the XYZ Stores which have become desirable
as a result of the development of the clientele's taste or the Know-How, provided that the sole
purpose of such instructions shall be to improve the XYZ Stores' image, and shall not
compromise the financial stability of the Company.
7.4 Technical and Trading Assistance
XYZ shall provide to the Company, without any cost to the Company, a technical and trading assistance
concerning:
i. the adaptation of the Stores to a typical XYZ store plan established by the Company's
architect trained by XYZ in France.
ii. Technical coordination for opening sales points: communication and information necessary to
obtain or make the elements necessary to construct the Stores, organization of transport of the
elements of the concept, as per the XYZ concept and the terms of this agreement.
iii. Coordination of advertising campaigns for this purpose:

(a) of launching the trade sign or new sales points
(b) of media campaigns or local promotions
7.5 Running of XYZ Stores – Visual Merchandiser
The Company shall run and develop the XYZ Stores in accordance with the XYZ concept, the Know-
How and Trademark image, and the terms of this Licence Agreement.

The Company agrees to keep XYZ informed of the various persons of the Company who are in charge of
and involved in launching and running the XYZ Stores.
The Company specially agrees to employ and request XYZ to train a visual merchandiser who will be in
charge of merchandising and keeping up the image of the XYZ Stores (hereafter the “Visual
Merchandiser”).
If the Visual Merchandiser ceases to exercise this function, the Company agrees to appoint immediately a
new Visual Merchandiser and ensure the continuity and transfer of the know-how to him/her. This new
Visual Merchandiser can undergo a training provided by XYZ for a maximum period of 5 days. All the
transport, boarding and lodging expenses incurred in this context will be borne by the Company.
The Company agrees to receive twice a year or more a representative sent by XYZ to inspect the
conformity of the XYZ Stores with the provisions of the Licence Agreement. All the transport, boarding
and lodging expenses of this representative will be met by XYZ.
The Company agrees to keep the XYZ Stores always in perfect running condition so as to respond to the
expectations of the customers and to ensure an efficient and profitable commercialisation of the Products.
For this purpose, the Company shall follow the instructions, advice and specifications given especially
during their staff training and on XYZ Store inspections.
The Company further undertakes to adapt the XYZ Stores to the evolutions of the XYZ Concept and in
any case to redecorate / revamp / refurbish the XYZ Stores every 3 (three) years.
8. MARKETING, ADVERTISING AND PROMOTIONAL POLICY
The marketing, advertising and promotional policy shall be defined by the Company and approved by
XYZ. In that respect, the Company shall submit to XYZ before [30 October] of each year the
communication plan for the next calendar year (hereafter the “Communication Plan”). The
Communication Plan shall detail the main aspects of the marketing, advertising and promotional policy
and describe all the proposed advertisement and promotional materials relating to the Products or to the
Trademark. XYZ can ask the Company to make any and all modifications or amendments of the
Communication Plan that it will think necessary. The modifications or amendments of the
Communication Plan made by XYZ should be acceptable to the Company subject to the legal
requirements of the law of the Territory. In case of any such modification or amendment cannot be
accepted due to the aforesaid reason, the same should be informed to the XYZ. The Communication Plan
shall be approved by XYZ. In the absence of a written notice of disapproval of XYZ before such date, the
Communication Plan shall be deemed to have been approved by XYZ.
The Company shall bear the costs of all advertising and promotion for Products in the Territory.
In order to maintain the image of XYZ in the eyes of the public, the Parties undertake the following
obligations with respect to marketing, advertising and promotional policy.
8.1 Obligations of XYZ
XYZ covenants that it will provide the Company with all masters of the advertising and promotional
documentation the purpose of which is to launch the opening of each Store. XYZ will provide the

Company with the masters of the promotional material necessary for its local advertising (personalized
tracts, posters, lay-outs for local advertising, etc...)
8.2 Obligations of the Company
The Company covenants that:
i. The Company undertakes to ensure that its advertising and marketing of Products shall in no
way reduce or diminish the reputation, image and prestige of the Trademark or of the
Products.
ii. Promotion sales carried out in Stores must be coordinated and carried out in a consistent way
in all the Stores in the Territory.
iii. The promotion sale prices should be fixed in a way to respect the image and concept of XYZ.
iv. The promotion sale ads shall be made in compliance with the laws and regulations there in
force.
v. It will advertise the Trademark and sale of Products exclusively at its own cost following the
indications given by XYZ in accordance with the following terms:
a. The content and practice for promotion sales must respect and correspond to the
trademark image and concept of XYZ.
b. The Company will follow XYZ's prescriptions concerning all plans of advertisement and
promotion campaigns, subject to the compliance with the laws and regulations in force in
the Territory, especially pertaining to the media, supports, messages, mottoes, agents and
people employed for the purpose.
c. It will use advertisement and POS Advertising materials creations of XYZ. The payment
of the advertisement and POS Advertising materials creations provided by XYZ will be
made in the same conditions as XYZ Products.:
d. It will maintain continuously, inside and outside the Stores, advertisement of the
Trademark and Products as prescribed or approved by XYZ. If the materials are
prescribed by XYZ, it will use the POS Advertising materials specially made for the
purpose, which will be sold to them by XYZ or by any supplier previously approved by
XYZ, in the strict respect of the XYZ concept. The payment of these POS Advertising
materials will be made in the same conditions as XYZ Products.
e. It will respect XYZ graphic chart for all documents used (letterhead, invoice etc.) and all
packing materials, gift package, bag etc. as well as for all advertisement materials used in
the Stores.
f. Generally, all POS Advertising materials and other equipment (stands, poster rail,
hanging kit, shopping bags, gift boxes, hangers and accessories) will be purchased by the
Company from XYZ or any supplier previously approved by XYZ. If they are provided
by XYZ, they will be paid in the same conditions as XYZ Products.
g. The Company shall submit to XYZ’s approval, any and all types of visual and sound
communication destined to be published, diffused, displayed or presented in the Store or
outside the Store. XYZ shall have ten clear working days after receipt of the above
elements from the Company within which to give its written acceptance or refusal.
Failure by XYZ to respond within the time period set forth above shall constitute XYZ’s
acceptance of such elements.
9. SALES OF PRODUCTS
9.1 Retail sales of Products

The Company agrees to carry out exclusive retail sale of Products under the XYZ signboards, in
accordance with the conditions and presentation prescribed by this Licence Agreement. For this purpose,
the Company agrees not to sell or make sell in the Territory, any Product except in XYZ Stores, and never
to export these Products directly or indirectly out of the Territory and to refuse any purchase order
evidently meant for export.
The sale will be exclusively a retail one and in no case will be sold, in any form, to other retailers,
wholesale merchants, purchase centres, price reduction sellers or any other merchants.
The Company will take all measures and do its best endeavours to ensure that no text or inscription that
may cause a prejudice to the visibility to the Trademark or bring down the prestige of XYZ in the public
view result from the Products and/or packing.
The Company agrees to refrain from presenting any mark or indication on the products, concerning the
raw materials used for their fabrication, without the prior written consent of XYZ, except when such mark
or indication is made compulsory under the rules and regulations in force in the Territory. It is specified
that the Company will take complete and sole responsibility to ensure legal conformity and compliance of
the XYZ Products sold in the Territory.
The Company agrees not to sell any goods other than the Products except with the prior written consent
by XYZ.
The Company shall respect the following conditions for the retail sale:
- The retail price will be fixed freely by the Company who must ensure that the price does not
cause any prejudice to the image of the Trademark;
- In order to maintain the image of the Trademark and respect the terms of this Licence Agreement,
the Company must supervise and reduce or refuse, their customers’ purchase orders which may
seem to be abnormal and incompatible with a normal personal consumption and susceptible not
to be meant for a final use or to be meant for export.
9.2 Development of sales
The Company shall use its best endeavours to achieve maximum sales of Products and generally to
expand the distribution of Products in the Territory.
10. INSPECTION
With respect to the Company's right to use the Trademark and the Know-How, XYZ or any other person
authorized by XYZ, shall be entitled to verify, at any time, that the Company complies with the terms and
conditions of the Licence Agreement. XYZ or its representatives shall have the right to visit the XYZ
Stores and the Company’s premises at any time during business hours in order to inspect how the Licence
Agreement is operated.
11. COMPLIANCE WITH APPLICABLE LAWS

Each Product distributed by the Company under this Licence Agreement shall comply with all applicable
laws and regulations of governmental or other competent authorities in the Territory from time to time,
and any established industry standards in the country of origin and the country of destination, and be safe
for the use for which it is intended.
The Company further undertakes to comply with, and that all its suppliers comply with, all the rules and
declarations of the United Nations relating to the rights of human beings, children and/or environment
protection and to any conduct code approved and communicated by XYZ relating to these issues.
12. INDEMNITY
The Company shall indemnify and keep XYZ indemnified from all losses, liabilities, actions, claims,
demands, penalties, prosecutions, costs or damages arising out of the Company's activities under this
agreement, or out of defects (whether obvious or hidden) in any Products manufactured, promoted,
distributed or sold by the Company in the Territory, or arising from personal injury, or from any
infringement of any rights of XYZ or of any third party by the manufacture, sale, possession or use of the
Products by the Company, or from the Company's failure to comply with all applicable laws and
regulations. The Parties further acknowledge and agree that notwithstanding anything to the contrary
contained herein, XYZ shall not be liable under any circumstances (including negligence or wilful
misconduct or default), whether in contract or in tort, for any loss or damage including, without
limitation, claims on the grounds of loss of profits, loss of reputation, loss of alternative business
opportunities or loss due to third party claims suffered by the Company. However, XYZ shall be liable
for the third party liability for the quality of Products supplied by XYZ or any of its Affiliates.
13. REGISTRATION OF THE LICENCE AGREEMENT
The Parties shall apply to the relevant Registry of Trademarks to register this Licence Agreement as a
licence under the provisions of any applicable law.
14. CONFIDENTIALITY
14.1 Each Party undertakes that it shall not make any announcement in connection with this Licence
Agreement unless the other Party shall have given their consent to such announcement, including both as
to timing and substance.
14.2 In this Clause, “Confidential Information” shall mean any information which either of XYZ and
the Company may have or acquire (whether before or after the date of this Agreement) in relation to the
customers, business, assets or affairs of the other Party as a consequence of the negotiations relating to
this Licence Agreement or the performance of this Licence Agreement or in relation to the contents of
this Licence Agreement (or any agreement or arrangement entered into pursuant to this Licence
Agreement), but excludes the following information:
i. It is or becomes public knowledge other than as a direct or indirect result of the

information being disclosed in breach of this Agreement; or

ii. Either of XYZ and the Company can establish to the reasonable satisfaction of the other
Party that it found out the information from a source not connected with the other Party
and that the source is not under any obligation of confidence in respect of the
information; or
iii. Either Party can establish to the reasonable satisfaction of the other Party that the
information was known to the first Party before the date of this Licence Agreement and
that it was not under any obligation of confidence in respect of the information; or
iv. The Parties agree in writing that it is not confidential.
14.3 The Parties shall at all times use all reasonable endeavours to keep confidential (and to ensure that
its employees, agents, Affiliates and the employees and agents of such Affiliates keep confidential), any
Confidential Information and shall not use or disclose any Confidential Information except:
i. to each other or to a Party´s professional advisers where such disclosure is for a purpose
related to the operation of this Licence Agreement; or
ii. with the written consent of either of the Parties that the information relates to; or
iii. as may be required by law or by the rules of any recognised stock exchange, or
governmental or other regulatory body, when the Party concerned shall, if practicable,
supply a copy of the required disclosure to the other before it is disclosed and incorporate
any amendments or additions reasonably required by the other; or
iv. to any tax authority to the extent reasonably required for the purposes of the tax affairs
of the Party concerned or
v. if the information comes within the public domain otherwise than as a result of the
breach of this clause.
14.4 Each of XYZ and the Company shall inform any officer, employee or agent or any professional
adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides
Confidential Information, that such information is confidential and shall require them:
i. to keep it confidential; and
ii. not to disclose it to any third party (other than those persons to whom it has already been
disclosed in accordance with the terms of this Licence Agreement).

14.5 On termination of this Licence Agreement, either of XYZ or the Company may demand that the
other Party returns any documents containing Confidential Information in relation to the first Party by
notice in writing, whereupon the other Party shall (and shall use all reasonable endeavours to ensure
that its Affiliates, and its officers and employees and those of its Affiliates and the Company) shall:
i. return such documents; and
ii. destroy any copies of such documents and any other document or other record
reproducing, containing or made from or with reference to the Confidential Information,
(save, in each case, for any submission to or filings with governmental, tax or regulatory
authorities). Such return or destruction shall take place as soon as practicable after the
receipt of any such notice.
15. INSURANCE
The Company shall at its own expense subscribe a product liability and comprehensive general liability
insurance covering the Products for no less than € 1,000,000. Such insurance policy shall name XYZ as
co-insured with the Company, and shall remain in effect throughout this agreement.
Promptly on request from XYZ, the Company shall provide a certificate confirming the existence of
insurance in accordance with this clause.
16. NON-COMPETE
Each Party agrees with the other Party that it will not, either alone or jointly, with, through or on behalf of
any Person, directly or indirectly during the subsistence of this Agreement, within the Territory carry on
any business activities similar to the Business (hereafter a “Competing Business”. For the purpose of this
Clause, each of the following shall be deemed to be Competing Business.
i. setting up, promoting or investing in any business, venture or activity or company which
entails or proposes to compete against the Business by, inter alia, offering same or similar
Products and/or services as are offered or proposed to be offered by the Company; or
ii. entering into any agreement or arrangement with any Person which results or is
reasonably likely to result in making available same or similar Products and/or services
as are offered or proposed to be offered by the Company; or
iii. entering into any agreement with any party for transfer of business knowledge or
technical know-how and/or grant of license or permission to any party so as to offer the
party an opportunity to compete with the Business by, inter alia, offering same or similar
Products and/or services as are offered or proposed to be offered by the Company.
iv. carry on or be engaged or concerned or interested in the manufacture or sale of the

Products;

v. in competition with the Company, (a) procuring orders from; (b) doing business with; or
(c) procuring, directly or indirectly, any other Person to procure orders from or do
business with, any Person who is, or has been, a customer of the Company at any time
during the subsistence of this Agreement; or
vi. soliciting, or contacting with a view to the engagement or employment by any person,
any employee, officer or manager of the Company or any person who has been an
employee, officer or manager of the Company within the previous two (2) year period,
except for an employee who has been seconded to the Company who returns at the end of
the secondment period to the Party that previously employed such person.
Each of the restrictions set out hereinabove is a separate and independent restriction on the Parties
and the validity of one restriction shall not be affected by the invalidity or unenforceability of
another.
Each Party considers the restrictions mentioned above to be reasonable and necessary for the
protection of the interests of the Company and the other Party and the Company. If any such
restriction shall be held to be void but would be valid if deleted in part or reduced in application,
such restriction shall apply with such deletion or modification as may be necessary to make it
valid and enforceable.
17.1 Term
This Licence Agreement shall come into effect from its execution and shall remain valid and binding on
the Parties, subject to earlier termination pursuant to clause 17.2, for a period of 3 (three) years from that
date. For the avoidance of doubt, it is specified that, neither Party shall have the right to rescind,
terminate or cancel this Licence Agreement other than in accordance with this Clause.
After this 3 year period, the Licence Agreement shall be tacitly renewed for successive 1 (one) year
periods unless not being renewed by any of the Parties with a 30 days written prior notice.
17.2 Termination
Both XYZ and the Company shall have the right to forthwith terminate this Licence Agreement by notice
(“Termination Notice”) in writing to the other Party on the occurrence of any of the following events
(“Defaulting Events”), the Party serving the Termination Notice shall hereinafter be referred to as the
“Non Defaulting Party” and the Party receiving the Termination Notice shall hereinafter be referred to
as the “Defaulting Party”.
i. upon the dissolution or liquidation of the Company or its re-organization under any
bankruptcy, insolvency or the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property;

ii. in the event that any Defaulting Party shall have failed to perform any of its respective
material obligations under this Licence Agreement, the JV Agreement or any other
agreements as referred hereto and such failure shall have continued for a period of forty
(40) Business Days after receipt of written notice thereof specifying in detail the
failure(s) to perform, at the election of the Non-Defaulting Party. If such default is not
remedied within forty (40) Business Days, the Non-Defaulting Party shall have the right
to terminate this Licence Agreement by a written notice;
XYZ shall have the right to claim for early termination of this Licence Agreement if XYZ ceases to be a
shareholder of the Company.
17.3 Consequences of termination
The Non-Defaulting Party may choose with or without terminating this Agreement to claim damages
from the Defaulting Party, and in case of termination the same shall not relieve the Defaulting Party of its
liability and obligations under this Agreement and further the Defaulting Party shall not be entitled to any
rights under this Agreement, save and except the rights as ordinary Shareholder of the Company. Specific
Articles giving special rights to the Defaulting Party shall stand suspended.
Any termination of this Agreement in terms of this Clause shall be without prejudice to any rights or
obligations accrued to, or in respect of either Party, prior to the date of termination hereof.
18. TAXES AND WITHHOLDINGS
All payments to be made by the Company under this agreement are exclusive of value added tax (if
applicable), consumption tax or other sales tax or customs duty which shall, where appropriate, be
payable by the Company.
All payments to be made by the Company under this agreement shall be paid free and clear of any
deductions, withholdings for, or on account of, tax, set-offs or counterclaims, except any deduction or
withholding which is required by law, in which case, the sum payable by the Company in respect of
which such deduction or withholding is required to be made shall be increased to the extent necessary to
ensure that, after making such deduction or withholding, XYZ receives and retains (free from any liability
in respect of any such deduction or withholding) a net sum equal to the sum it would have received had
no such deduction or withholding been made or required to be made. If XYZ subsequently receives a
credit for such deduction or withholding, it shall immediately pay the amount of such credit to the
Company. No credit shall be deemed received by XYZ unless it has relieved XYZ of a present obligation
to pay tax.
19. SUBSTITUTION
The Company formally agrees that XYZ shall be entitled to assign, at its sole discretion, wholly or partly,
any of its obligations or rights resulting from this Licence Agreement to any Person, provided that this
substitution does not affect the Licence Agreement.
20. FORCE MAJEURE

If, and to the extent that, either Party is prevented or delayed from performing any of its obligations under
this Licence Agreement by Force Majeure, it shall promptly so notify the other Party, specifying the
matters constituting Force Majeure together with such evidence in verification of those matters as it can
reasonably give and specifying the period for which it is estimated that the prevention or delay shall
continue.
The Party so affected shall then be relieved of liability to the other for failure to perform, or for delay in
performing (as the case may be), its obligations, but shall nevertheless use its best endeavours to resume
full performance of its obligations under this Licence Agreement provided that, if the Force Majeure
continues for a period of two months or more following notification, the Party not affected by the Force
Majeure may terminate this Licence Agreement by giving not less than 30 days' prior notice to the other
Party. Such notice of termination shall be of no effect if the Party affected by the Force Majeure resumes
full performance of its obligations under this Licence Agreement before the expiry of the notice period.
21. NOTICES
For the performance of this Licence Agreement, all notices shall be sent by fax, email and confirmed by
registered post with return receipt requested, sent to the addresses which appear on the head page of this
agreement or to any other address which the Parties may notify in the future.
22. GOVERNING LAW – SETTLEMENTS OF DISPUTES
This Licence Agreement shall be governed by the laws of England.
The Parties agree that any controversy or claim arising out of or relating to this Licence Agreement, or the
breach thereof, shall not be settled by conciliation but by Arbitration only under the substantive Indian
governing laws of Arbitration and Conciliation Act, 1996 and under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in
accordance with such rules. Any such arbitration proceedings shall take place in Paris, and shall be
conducted in the English language.
IN WITNESS THEREOF the Parties have caused their duly authorized representatives to sign this
Licence Agreement on the day and year first above written.
Executed in two original counterparts as of the day and year first above written.
XYZ
By: Mr. Marc GROSMAN

XYZ FUTURE FASHION LIMITED.
By: Mr. …………………………..


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Post Graduate Diploma in Management – Business Management

(PGDM-BM – Batch 2023-25)

Faculty: Prof. Parul V Gupta

Assignment Title: Legal and Business Risk Assessment

Learning Objectives: After completing this project, students will be able;

Legal Aspects of Business – Prof Parul V GuptaPage 1

The JV agreement is attached.

Guidelines For Writing Assignments and Group Presentation

Late submissions will not be accepted.

Legal Aspects of Business – Prof Parul V GuptaPage 2

B. ABC is a Subsidiary of PANTA, PANTA holding 76 % of equity shares in ABC.

D. PANTA is part of a Group refered to as “Future Group” comprising a number of companies,

Legal Aspects of Business – Prof Parul V GuptaPage 3

1. DEFINITIONS AND INTERPRETATION

“Agreement” shall mean this agreement;

Legal Aspects of Business – Prof Parul V GuptaPage 4

“Buyer” has the meaning ascribed to it in Clause 12.3;

“CEO” means the Chief Executive Officer of the Company;

“CFO” means the Chief Financial Officer of the Company;

“Chairman” means the Chairman of the Board, as set out in clause 7;

"Closing Date" shall have the meaning given in Clause 4;

“Continuing Shareholder” has the meaning ascribed to it in Clause 12.1;

“Deadlock” has the meaning given in Clause 10;

“Deadlock Notice” has the meaning ascribed to it in Clause 10;

“Deadlock Resolution Notice” hasthe meaning gven in Clause 11;

“Director” means a director of the Company;

Legal Aspects of Business – Prof Parul V GuptaPage 5

“Expert” means a Person appointed in accordance with clause 12.4;

"Memorandum of Association" or "Memorandum" shall mean the Memorandum of

“Purchaser” has the meaning ascribed to it in Clause 12.1;

Legal Aspects of Business – Prof Parul V GuptaPage 6

"Reserved Matters" shall mean the matters listed in Clause 7 ;

“Seller” has the meaning ascribed to it in Clause 12.1;

“Tag Along Right” has the meaning ascribed to it in Clause 12.1;

“Territory” means the territory of the Republic of India;

“Third Party” shall mean any person not being a Shareholder;

“Transfer Notice” shall have the meaning given in clause 12.1;

Legal Aspects of Business – Prof Parul V GuptaPage 7

(e) Reference to the word "include" shall be construed without limitation.

2. CORPORATE STRUCTURE OF THE COMPANY AND SCOPE OF BUSINESS

2.1 Purpose of the Company

2.2 Name, Address and Number of shareholders of the Company

2.3 Limited Liability Company

2.4 Memorandum of Association and Articles of Association

Legal Aspects of Business – Prof Parul V GuptaPage 8

2.5 Conduct of Business by the Company

2.7 Obligations of XYZ

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(e) give to the Company all information regarding :

(ii) suppliers used by XYZ,

(iv) interior standards used by XYZ and to be adapted by the Company;

(v) display and visual-merchandising used by XYZ and to be adapted by the

(vi) store operations;

(vii) stock management and stores animation;

2.8 Obligations of PANTA and ABC

Legal Aspects of Business – Prof Parul V GuptaPage 10

2.8.2 PANTA and ABC further guarantee to XYZ:

Legal Aspects of Business – Prof Parul V GuptaPage 11

XYZ : 50 % plus one share;

ABC : 50 % less one share

The share capital of the Company shall be paid up as follows:

(c) Execution of the Trademark License Agreement.

(a) 90 days from the signing of the Agreement; or,

Legal Aspects of Business – Prof Parul V GuptaPage 12