DRAFT OF DIST AGREEMENT Non-Exclusive

Green Hill Sports Ltd.
Dubai International Finance Center, Park Tower

Podium 2, Shop No.3, Dubai UAE.
Phone: +971 (04) 423 9012
Email: info@greenhillsports.de,
dubai@greenhillsports.com
Web: www.greenhilsports.com
DISTRIBUTOR AGREEMENT
THIS PARTNERSHIP AGREEMENT entered into on this ----------------- day of -----------------

2023,
BY & BETWEEN
MS/GREEN HILL SPORTS LTD., a Company incorporated under the Laws of Dubai
International Financial Centre, bearing the License No. CL1960 and based at Unit No. P2-03,
Level P2, Park Towers, Dubai International Financial Centre, Dubai, UAE (hereinafter referred
to as the “FIRST PARTY”)
AND
M/S ----------------------------------, a Company incorporated under the Laws of
--------------------------------, bearing the License/Registration No. -----------------, and having the
office address based at --------------------------------------------------- (hereinafter referred to as the
“SECOND PARTY”),
In this Agreement, unless the context otherwise requires, the First Party and the Second Party
shall hereinafter be jointly referred to as the “Parties”.
RECITALS:
a) WHEREAS the First Party is engaged in the business of trading the sports equipment,
sports articles and sportswear in the UAE and worldwide.
b) WHEREAS the Second Party is engaged in the business of ---------------------------------- and

will be official distributor of the first party.
c) WHEREAS both the Parties agree to enter into this Partnership Agreement.
NOW, THEREFORE, the Parties hereto, in consideration of the confirmation of the foregoing
recitals and the mutual covenants contained herein, and intending to be legally bound, hereby
agree as follows:
1. INTERPRETATION:
As used in this Agreement, the following terms shall have the meanings set forth below:
Phone: +971 (04) 423 9012
a) “Agreement” means this Services Agreement (as amended, varied or supplemented

from time to time).
b) “Confidential Information” shall mean and include all or any data, knowledge,
document(s) and/or information disclosed by the Parties hereto or by anyone on its
behalf to the other party, in connection with the services contemplated under this
Agreement and/or anything incidental thereto, in any form whatsoever, (including
electronic media), including but not limited to the product details and information.
Formulas, supply dates, product supply quantities, new products information, business
strategies and market information.
c) “Effective Date” shall mean the date of execution of this Agreement.
d) “Products” means the sports equipment & articles, and sportswear manufactured in
Sialkot, Pakistan and bearing the Green Hill Trademark.
e) “Intellectual Property” shall mean and include all the kinds of existing, under process
and potential Intellectual Property including the Trademarks, Copyrights, Patents,
Industrial Designs and all the associated goodwill proprietary information and
undisclosed data, which shall be sole property, whether these rights are registered in the
territory of contract in the name of First Party or not.
f) “TERRITORY” shall constitute the geographical boundaries of the country/region.
2. COMMENCEMENT AND TERM OF AGREEMENT:

a) The Agreement shall commence on 23-02-2023 and shall remain valid for an initial term
of 1 year (s) from the date of commencement. The Agreement shall be renewed with the
mutual consent of the Parties in writing.
b) The Agreement can be renewed for similar term(s) with the duly signed mutual
agreement between the Parties.
3. PURPOSE OF THE AGREEMENT:

The primary purpose of this Agreement is to form a business partnership between both the
Parties and appoint Second Party as exclusive distributor of First Party for the sale of
products within geographical boundaries of the territory………………
4. DISTRIBUTION/SALES TARGETS:
a) Subject to the terms and conditions contained herein, the Second Party agrees to achieve
the below given sales target through the sale of products within the geographical
boundaries of the territory:
I. 2023: …………………
b) The Second Party shall make commercially reasonable efforts to achieve minimum 15%
growth each year.
c) The Second Party shall buy Green Hill Products from the below categories:
a. Judo
b. Boxing
c. MMA
d. Sambo
e. Fitness
Phone: +971 (04) 423 9012
5. ORDERS MECHANISM/PROCESS:
For placing the order under this Agreement, the Second Party shall follow the below
mechanism/process:
a) The order shall contain the detailed description of the products, quality, quantity, date,
delivery address and mode of delivery.
b) The order shall also contain additional details in case of any special requirements.
c) The sale and purchase of products under this Agreement shall be governed under the
terms and conditions contained unless special terms and conditions are agreed in
writing between both the Parties.
d) Upon the receipt of order request, the First Party shall within a period of ------ days shall
accept the order and confirm delivery of requested products on the requested date of
delivery.
e) In case the delivery of requested products on the requested date is not practicable by the
First Party shall intimate the Second Party and both the Parties can agree on mutually
acceptable order description and date of delivery.
6. TERMS OF DELIVERY:
a) All the ordered products shall be delivered by the First Party at the delivery address
specified by the Second Party in the order.
b) The cost of delivery shall be inclusive in the invoice for each order.
c) The First Party shall ensure the timely delivery of the products to Second Party.
d) In case the delivery address changes, the Second Party shall intimate the First Party of
the changes as soon as reasonably practicable.
e) In case the case the delivery address changes, while the products are dispatched for
delivery, the First Party shall not be responsible for any delay and increase in the cost of
delivery.
f) In case the cost of ship increases for any reason beyond the control of First Party shall be
borne by the Second Party.
7. TERMS OF PAYMENT:
a) For each order, the Second Party shall make 50%payment in advance within five (5)
working days from the date of issuance of invoice.
b) The remainder 50% payment shall be made by the Second Party at the date of
dispatching the order.
c) The Second Party shall can process the payment in EUR, AED or USD on the Green Hill
Sports Bank Account Dubai
a) All the banking charges applied by the bank of First Party shall be borne by the First
Party and all the banking charges applied by the bank of Second Party shall be borne by
the Second Party.
b) In case the Second Party fails to make 50% advance payment within five working days
from the date of the issuing the invoice, the First Party reserves the right to
cancel/terminate the order.
Phone: +971 (04) 423 9012
c) In case the Second Party fails to make 50% remainder payment before the date of
delivery of the products, the First Party reserves the right to withhold the delivery until
the remainder payment is received and in this case the First Party shall not be
responsible for delay.
d) In case the Second Party the fails to make the 50% remainder payment within a period
----- from the agreed date of dispatching the products, the First Party shall reserve the
right to sell the products to any third party on the same or lower price and the Second
Party shall have no claim to such products.
e) The First Party shall sell the products to the third party for the compensation of its loss,
unless the First Party’s total amount is recovered by selling the products to the third
party.
f) The First Party shall retain the 50%advance payment it has received in advance from the
Second Party until the products are sold to the third party and in case the products are
sold on lower prices than that was agreed with the Second Party, the First Party shall
deduct the difference from the 50%advance payment and shall refund the balance
amount to the Second Party.
8. TRANSFER OF OWNERSHIP AND RISK:

a) The ownership of products and the risk associated with the product pass from the First
Party to the Second Party from the moment the products are dispatched by the First
Party to be delivered to the Second Party.
b) The acceptance of products is confirmed as soon as the delivery receipt (or any other
analogous document) is signed by any person authorized by the Second Party to accept
the delivery.
9. OBLIGATIONS OF THE FIRST PARTY:

The First Party shall have the following obligations under this Agreement:
a) The First Party will issue PI immediately upon receipt of order from Second Party.
b) The First Party will complete the order within the timeline specified in the order and
agreed between the Parties.
c) Upon the receipt of order, if the First Party understand that order cannot be completed
or products cannot be delivered as per the order, the First Party must inform to the
Second Party within ------- days of the receipt of order.
d) Complete the order as per the specifications, quality and quantity provided by the
Second Party in the order.
e) Ensure the completion of order using good quality of material and the products are fit
for the purpose.
f) The First Party will timely ship the goods as per the delivery details given in the order.
g) The First Party shall supply the brand guideline and policies to the Second Party.
h) The First Party shall supply the marketing material to the Second Party.
i) The First Party maintain a state of the art website catering to the territory of the 2 nd party
and shall remain actively present on all the social media platforms.
Phone: +971 (04) 423 9012
j) The First party shall give necessary provisions (e.g. cross posting) for using social media
accounts in The Distributor’s registered business name.
10. OBLIGATIONS OF THE SECOND PARTY:

The Second Party shall have the following obligations under this Agreement:
a) The Second Party shall provide the clear details/specifications of products in the order.
b) The Second Party shall timely make the payment as per the terms of this Agreement.
c) The Second Party shall establish a Payment cycle as per the terms & conditions
contained in this Agreement.
d) The Second Party shall make every effort to promote and sell products in the territory.
e) The Second Party shall not run any marketing campaign unless approved by the First
Party in writing.
f) The Second Party shall not appoint any distributor, sub-distributor or open any
branch/outlet of the First Party inside or outside the territory without the prior written
approval of the First Party.
g) The second party will follow and adhere to the Brand Guidelines strictly provided by the
first party on all mediums and channels throughout the contract.
11. CLAIMS BY THE SECOND PARTY:
a) The claims as regards quality and quantity of the Products shall be submitted by the
Second Party to the First Party in writing within five (5) calendar days from the date of
receipt of Products.
b) Second Party must forward the claim and the supporting documents to the First Party
via e-mail along with the original documents to provide to the First Party by an
international express delivery service.
c) The date of lodging the claim shall be the date of sharing the claim’s details along with
the supporting documents to the First Party via email.
d) The First Party shall process the claim within 7 (seven) business day from receipt of the
claim, and notify the Second Party in writing about the outcome of claim processing.
e) In case the claim is accepted by the First Party, the First Party shall either compensate the
Second Party to the extent of claimed amount or provide the goods equivalent to the
claimed amount.
12. INTELLECTUAL PROPERTY:

a) The Second Party acknowledges the validity and ownership of First Party or any of its
affiliate’s trademarks, trade names, symbols, copyrights in all sales material supplied
and other, other proprietary marks, patents, utility models, designs and similar
intellectual property rights relating to the sale and marketing of the Products
("Intellectual Property") and agrees that the Intellectual Property is and shall remain the
property of the First Party and its affiliate entities.
b) The Second Party may use the Intellectual Property of the First Party or any its affiliates,
but for the only purpose of identifying and advertising the products, within the scope of
this Agreement and in the First Party’s sole interest. The Second Party agrees that it shall
not
Phone: +971 (04) 423 9012
use the intellectual property of the First Party or any of its affiliates to conducts its own
business not within the scope of this Agreement.
c) The Second Party hereby agrees neither to register, nor to have registered, any
Intellectual Property of the First Party or any of its affiliates (or which are confusingly
similar), in the Territory or elsewhere.
d) The Second Party’s right to use the Intellectual Property of the First Party or any of its
affiliates under this Agreement shall cease immediately on the expiration or termination,
for any reason, of the present Agreement.
e) The Second Party shall not do anything to infringe upon, harm or contest the validity of
the Intellectual Property. Further, in the event the Second Party becomes aware of any
infringement of First Party’s Intellectual Property, Second Party shall promptly notify
First Party of such infringement.
13. RELATIONSHIP:
The relationship between the Parties is intended to be and shall be that of independent
contractors. The Parties acknowledge and agree that neither party is an employee or joint
venture of the respective other Party. Neither Party shall act or attempt to act, or represent
itself, directly or by implication, as an employee or joint venture of the other Party. The Second
Party shall in the course of all transactions and in all correspondence and other documents
emphasize its role as Distributor when distributing the Product in its own name and for its own
account.
14. EXCLUSIVITY:
The First party allows the second party to sell Green Hill products non-exclusively in the
designated territory provided:
a) The second party fulfills its obligations (detailed in section 10).
15. GOOD FAITH:

The parties shall display the utmost good faith in all their dealings with one another pursuant
to this agreement.
16. MODIFICATION:
Any changes to the agreed terms and conditions must be confirmed and accepted by both
parties in writing prior to implementing the same.
17. TERMINATION OF AGREEMENT:

The agreement shall be terminated upon the occurrence of any of the following:
a) Mutual Agreement between the Parties.

b) The Expiration of the term of Agreement as specified in Clause 2 of this Agreement.
c) Either party may terminate this Agreement if the other party commits a material breach
of this Agreement that is not cured within -------- days after notice thereof from the non-
breaching party.
Phone: +971 (04) 423 9012
d) Either party may terminate this Agreement by notice to the other party if the other party
voluntarily or involuntarily becomes subject of any petition in bankruptcy or any
proceeding relating to insolvency, receivership, liquidation or composition for the
benefit of creditors; or involuntarily becomes the subject of such a petition or proceeding
that is not dismissed within 60 days after filing.
18. EFFECT OF TERMINATION:

Upon the expiry or termination of this agreement, the following provisions shall apply:
a) The Second Party shall immediately cease representing that it is the Partner and
Distributor for the First Party.
b) The Second Party shall cease using the trademarks, copyrights and other forms of
Intellectual Property of the First Party or any of its affiliated entity.
c) The Second Party shall return to the First Party, any documentation and all other forms,
documents, or information maintained by the Second Party pursuant to this agreement
together with all copies thereof.
d) The Second Party shall cease using all/any advertising promotional or other material or
identifying characteristics whatsoever associated with the First Party or the Intellectual
property of any of its affiliates and shall return same to the First Party.
e) Without limiting any other rights or remedies to which the First Party may be entitled,
the Second Party shall pay all amounts owing to the Second Party pursuant to this
agreement up to the date of termination.
19. INDEMNIFICATION:
Each Party shall indemnify, defend and hold harmless the other Party from and against all
claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and
costs relating to, or arising out of, the breach of any of its duties, obligations, representations or
warranties under this Agreement.
20. WAIVER:
Either party’s failure to enforce any provision of this Agreement shall not in any way be
construed as a waiver of any such provision, or prevent that party thereafter from enforcing
each and every other provision of this Agreement.
21. NOTICES:
All official communications under the Agreement shall be done through the below nominated
person via given communications channels:
a) TO FIRST PARTY:
Contact Person: Hamza Irfan--------------------
Phone: +971 54 34 98327 ----------------
Email: hamza@greenhillsports.com----------------
Address: Shop 3, Level P2, Damac Park Towers, DIFC, Dubai, UAE----------------
b) TO SECOND PARTY:
Phone: +971 (04) 423 9012
Contact Person: --------------------

Phone: ----------------
Email: ----------------
Address: ----------------
22. GOOD FAITH:

The Parties shall display the utmost good faith in all their dealings with one another
pursuant to this agreement.
23. MODIFICATION:
a) Any changes to the agreed terms and conditions contained herein must be confirmed
and accepted by both parties in writing as an addendum to this Agreement.
b) In case a Party changes its official name, address or bank account, the change should be
notified to the other Party within ------ working days and shall be incorporated in the
Agreement through an addendum.
c) In case of any conflict between the provisions of this Agreement and addendum, the
later shall prevail.
24. CUMULATIVE RIGHTS:

All the remedies, rights, undertakings, obligations and agreements contained in this Agreement
shall be cumulative and in addition to the respective Party's other rights and remedies available
at law.
25. BINDING EFFECT:

This Agreement shall be binding upon and inure to the benefit of all the Parties' respective
heirs, successors, assigns and personal representatives.
26. NON-ASSIGNMENT:
A Party's rights under this Agreement may not be assigned without the express written consent
of the other Party, which consent shall not be unreasonably withheld.
27. CONFIDENTIALITY:
a) Each Party agrees that it shall treat all the information concerning the other Party, which
came to its knowledge pursuant to this Agreement or any activities carried out pursuant
to or in contemplation of entering into this Agreement, as confidential and shall not,
except as hereinafter provided, disclose, use or permit the disclosure or use of such
information for a period of five (5) years from the date of expiry or termination of this
Agreement, whichever is the case. For the purpose hereof “Confidential Information”
shall include, but not limited to, all business and technical information relating to this
Agreement.
b) Any Party may disclose the Confidential Information only to such of its employees and
advisors who have a demonstrable need to know such information and who are
informed of the confidential nature of such information and who agree to be bound to
the terms of this Agreement as if a Party hereto.
Phone: +971 (04) 423 9012
c) The restrictions referred to above shall not apply to any Confidential Information to the
extent that such information:
i. is in or comes into the Public Domain otherwise than a result of any breach of this
Agreement; or
ii. is expressly stated by the Disclosing Party not to be subject to the obligation of
Confidentiality.
d) Nothing herein shall restrict any Party from disclosing any Confidential Information
pursuant to a Judicial or other lawful Governmental order, but only to the extent of such
order or as may be mutually agreed.
28. INTEGRATION:
This Agreement is entered into by both the Parties without reliance upon any statement,
representation, promise, inducement or agreement not expressly contained herein. This
Agreement constitutes the entire agreement between the Parties concerning the aforesaid
settlement and release of claims.
29. SEVERABILITY:
If any portion of this Agreement is held invalid and unenforceable, all remaining portions shall
nevertheless remain valid and enforceable, to the extent they can be given effect without the
invalid portions.
30. COUNTERPARTS:
This Agreement may be executed in any number of copies, each of which shall be deemed to be
a counterpart original.
31. REPRESENTATION OF AUTHORITY:

Each person signing this Agreement hereby represents and warrants that he or she has the
authority to bind the entity on behalf of which he or she has signed.
32. FORCE MAJEURE:

a) Notwithstanding anything to the contrary contained herein, neither Party shall be liable
for any delays or failures in the performance of its part under the agreement resulting
from acts beyond its reasonable control, including but not limited to: fires, earthquakes,
or other casualties or accidents, severe weather conditions, outbreak of an epidemic,
strikes or labor disputes, war or other violence, any law, order, proclamation, regulation,
ordinance, demand, or requirement of any governmental agency.
b) Notice of a Party’s inability to perform and the causes thereof shall be given immediately
by the affected Party to the other; and if such inability to perform shall continue for a
period of ----------- months either Party shall have the right to terminate this Agreement
by written notice to the affected Party at any time thereafter.
c) Payment and settlement of a Party’s claim under this Agreement is excluded from the
force majeure conditions and the occurrence of the mentioned conditions will not in any
case cause the suspension of payment obligation under this Agreement.
Phone: +971 (04) 423 9012
33. GOVERNING LAWS AND JURISDICTION OF COURTS:

This Agreement and any non-contractual obligations arising out of, or in connection with, this
Agreement are governed by Laws of Dubai International Financial Centre. The DIFC Courts
shall have jurisdiction to settle any dispute arising out of, or in connection with, this Agreement
(including a dispute regarding the existence, validity or termination of this Agreement).
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date written
above.
For and on behalf of First Party For and on behalf of Second Party
(NAME OF SIGNATORY) (NAME OF SIGNATORY)

(POSITION OF SIGNATORY) (POSITION OF SIGNATORY)
DATE DATE

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Green Hill Sports Ltd.

Dubai International Finance Center, Park Tower

THIS PARTNERSHIP AGREEMENT entered into on this ----------------- day of -----------------

b) WHEREAS the Second Party is engaged in the business of ---------------------------------- and

a) “Agreement” means this Services Agreement (as amended, varied or supplemented

2. COMMENCEMENT AND TERM OF AGREEMENT:

3. PURPOSE OF THE AGREEMENT:

8. TRANSFER OF OWNERSHIP AND RISK:

9. OBLIGATIONS OF THE FIRST PARTY:

10. OBLIGATIONS OF THE SECOND PARTY:

12. INTELLECTUAL PROPERTY:

a) The second party fulfills its obligations (detailed in section 10).

15. GOOD FAITH:

17. TERMINATION OF AGREEMENT:

a) Mutual Agreement between the Parties.

18. EFFECT OF TERMINATION:

Contact Person: --------------------

22. GOOD FAITH:

24. CUMULATIVE RIGHTS:

25. BINDING EFFECT:

31. REPRESENTATION OF AUTHORITY:

32. FORCE MAJEURE:

33. GOVERNING LAWS AND JURISDICTION OF COURTS:

(NAME OF SIGNATORY) (NAME OF SIGNATORY)

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