1153 GT AP Soorya Enterprises

Agreement Details
First Party Hindustan Unilever Limited
Second Party SOORYA ENTERPRISES
Stamp Amount 100
Instrument RS AGREEMENT
Document ID 1731234
This Agreement is being electronically executed between the First Party and the Second
Party. This Stamp Paper forms integral part of the following agreement.
K Surya Narayana Manish Syag

K Surya Narayana eSign by Manish Syag eSign by
19 Jul 2023 09:51:41 PM (UTC+05:30) SignDesk 20 Jul 2023 07:22:00 PM (UTC+05:30) SignDesk
Hindustan Unilever Limited
Redistribution Stockist Agreement
HINDUSTAN UNILEVER LIMITED
REDISTRIBUTION STOCKIST AGREEMENT
GENERAL TERMS AND CONDITIONS
This General Terms and Conditions (hereinafter referred to as the “Agreement”)

entered into by and between Hindustan Unilever Limited, incorporated under the
Companies Act, 1913 and having its registered office at Unilever House, B.D. Sawant
Marg, Chakala, Andheri (E), Mumbai – 400099 and with its place of business among
other places at 101, Santhome High Road, Chennai - 600 028 (hereinafter referred to
as the “Company” or “HUF” which term shall unless repugnant to the context or
meaning thereof, include its successors-in-interest, affiliates and assigns); & its
Redistribution Stockist, SOORYA ENTERPRISES, a Proprietorship,, having its principal
place of business at #12-10-6, Opp DSP Bunglow Area, Revenew Ward-12,
Penukonda,Sri Sathya Sai District .515671 , (hereinafter referred to as the “RS” which
term shall include its legal heirs, successors-in-interest and permitted assigns).
Each of the RS and the Company shall hereinafter be referred to as the “Party” in the
singular and “Parties” in the plural.
This Agreement would be applicable to all existing and future products manufactured
and/or marketed and/or distributed and/or supplied by the Company including products
manufactured by business entities with whom the Company has sales, distribution,
marketing, joint venture agreement/alliances or any other business arrangements or
business combinations which are obligatory to the Company under applicable law or
agreement and any future corporate or brand acquisitions/alliances/agreements that the
Company may make from time to time, either locally or through its overseas parent
Unilever Plc and shall include all variants of such products and/ or all associated stock
keeping units (hereinafter referred to as “Products”).
The Company has been distributing fast moving consumer goods and healthcare
products which are used and consumed by consumers and need to be widely distributed
to meet their daily needs. The Company has, over the course of time, evolved certain
policies with a view to streamlining its operations, implementing standards for
commercial ethics and fair dealing, as well as necessary processes for legal
compliances. These policies include those governing day-to-day business activities
such as the Stock Policy and Warehouse Policy, as well as those implementing safety
standards and governing the use of information technology, amongst others. The
redistribution stockists of the Company recognise the importance of such policies
towards ensuring that the business is conducted efficiently, safely and ethically.
With a view to service as many consumers as possible given that the Products
manufactured and distributed by the Company are daily need products, the Company
sells the Products to a network of RSs who then sell it to the retailers/customers. At the
RS’s request, the Company also makes commercially reasonable efforts to provide
necessary support and assistance to RSs such as offering the option to ‘install and run’
certain technological systems and processes as well as offering Product related training
programmes for the RSs’ staff to grow Product sales, build capabilities and increase
business efficiencies.
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The RS has approached the Company for being appointed as redistribution stockist of
the Company representing and warranting that it has the capabilities to carry out such
business.
Based on such representations and warranties of the RS, the Company is desirous of
appointing the RS as the redistribution stockist of the Company. Unless varied, modified
and/or altered in accordance with this Agreement, the following terms and conditions
form the basis and govern the relationship between the Company and the RS.
1. GRANT & RESERVATION
The Company hereby appoints the RS on a non-exclusive basis for the sale and
distribution of Products in such manner as they deem fit, provided it does not dilute
trade or brand equity and/or reputation of the Company in any manner whatsoever
or violate any provisions of this Agreement or applicable law. The appointment of
RS is made by the Company relying on representations and warranties made by
the RS to the Company in its application and other documents submitted by the
RS.
2. NATURE OF RELATIONSHIP
2.1 The relation between the Company and the RS is on ‘Principal to Principal’ basis
and the RS is an independent contractor. Neither Party will hold out to any third-
party as an agent of the other.
2.2 Nothing in this Agreement shall constitute or be deemed to constitute the RS as

the agent of the Company for any purpose whatsoever or to constitute and/or imply
any authority whatsoever to the RS other than and except as is expressly provided
in this Agreement or to constitute and/or imply any authority whatsoever to the RS
to contract in any manner whatsoever for and/or on behalf of the Company or to
render the Company subject to any pecuniary penalty or liability whatsoever
except under these presents. The RS represents, reiterates, and warrants that he
is an independent contractor.
2.3 The Company reserves the right to appoint other redistribution stockist(s) within
any territory at its sole discretion and the RS undertakes to be bound by such
decision of the Company.
2.4 The RS shall, during the Term of the Agreement distribute and/ or sell the Products
within the territory and will not do anything that may prevent/affect such
distribution/sale or interfere with the development of the Company’s trade and or
the business of other redistribution stockist(s) of the Company, if any.
3. REPRESENTATIONS, WARRANTIES & UNDERTAKINGS
3.1 Each Party represents, warrants, covenants and undertakes to the other that:
(a) It has full power and authority to execute this Agreement;
(b) The obligations set out in this Agreement constitute valid and binding
obligations of such Party, enforceable on their own terms;
(c) Neither the execution of this Agreement nor compliance with its terms will
now, or at any time in the future, conflict with or result in a breach of any
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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 any judgment, decree or order or any statute, rule or
regulation applicable to it;
(d) No filing, registration, recording or other requirement with any person or

authority, public or otherwise of this Agreement and is required for the
legality, validity, enforceability or admissibility in evidence of this Agreement;
and
(e) The representations made by each Party under this Agreement are true in
all respects.
3.2 Without prejudice to the foregoing, the RS represents, warrants, covenants and
undertakes to the Company as follows:
(a) The RS has access to the web/ online portal set up by the Company for the
purposes of communicating business-relevant information, notifying new
policies/ procedures/ standards applicable to the business, any changes in
the same from time to time, as well as other communications intended for
the RS hereinafter referred to as the “Communications Portal”. The
Communications Portal has been deployed by the Company with a view to
effectively and efficiently communicating its policies with its wide network of
re-distribution stockists.
(b) The RS is aware that the Company shall upload its policies to the
Communications Portal as specified in Annexure A of this Agreement and
the RS shall ensure that it remains aware of and conducts its business in
compliance with all such policies.
(c) The RS agrees, acknowledges and undertakes that the rights of the RS shall
be subject to the terms of the terms of trade if any, and any amendments/
variations thereto.
(d) The RS shall at all times ensure that the investment amount committed to
the Company by the RS at the time of its appointment or any revisions
thereto which are subsequently mutually agreed with the Company, is
maintained without any reduction, deduction or depreciation thereto. The RS
understands and acknowledges that the investment amount is arrived at by
the Company after considering the size and extent of the market and territory
which the RS seeks to service through sales. The RS acknowledges that
any shortfall in maintenance of such investment amount is likely to result in
the market/ territory being under-serviced, which is also likely to have an
adverse impact on consumer attitudes towards the Products and the
Company as well the severely impact ability of consumers to
access/purchase the Products.
(e) The RS has independently assessed the market for the Products and hereby
agrees to ensure that it conducts its business in such a way that the
Company’s Products retain their market presence, and the RS shall further
take all mutually agreed steps to promote market penetration and retain
retailer/customer confidence. The RS agrees to ensure that such retailers/
customers are at all times serviced adequately, by maintaining a sufficient
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supply of the Products and ensuring that they reach retailers and other
customers in a timely manner.
(f) The RS represents that the RS has read and understood the provisions
related to data collection, processing, data protection and privacy (including
Clause 11), and has consented to the same, and represents that this would
constitute free and informed consent.
3.3 The representations, warranties, covenants and undertakings of each Party under
this Clause 3 shall be without prejudice to any other representation, warranty,
covenant and undertaking of either Party under this Agreement.
4. LIABILITY OF RS
The Parties hereby agree and undertake as follows:
4.1. In the event of the death or insolvency of an RS when such RS is a sole proprietor,
the heirs of the RS shall be liable for any and all liabilities that the RS has accrued
towards the Company. For the sole and limited purpose of this provision it shall be
deemed that the heirs of the RS are parties to this Agreement;
4.2. Where the RS is a partnership firm whether registered or unregistered,

notwithstanding that the partnership may be sought to be dissolved at will or by
agreement or any other legal procedure whatsoever, the erstwhile partners in their
individual capacities shall continue to be jointly and severally liable for any and all
liabilities that the RS has accrued towards the Company. For the sole and limited
purpose of this provision it shall be deemed the partners in their individual capacity
are parties to this Agreement;
4.3. Where the RS is a company, limited liability partnership or any other body
corporate or association capable of holding property in its own name,
notwithstanding any proceeding to dissolve or for the winding up or liquidation of
such entity, the successors-in-interest of the RS shall remain liable to the
Company for the liabilities of the RS.
5. ROLE & OBLIGATIONS OF COMPANY - RS ENABLEMENT
At the request of the RS, the Company shall endeavour to provide the following to
enable the RS to promote, sell or distribute all Products in the market:
5.1. To make available the Product portfolio, either physically or electronically, as well
as their prices and keep on updating this information from time to time;
5.2. To make available the Product literature and provide basic training about the
Company, its Products and processes to enable the RS to sell, promote and
distribute Products effectively in the market;
5.3. In order to economise on total cost of supply chain and have efficient distribution
of Products in a fair and equitable manner, the Company shall make necessary
arrangements to provide the necessary software and/or licence to use the
software to the RS at the cost and expense of the RS, subject to adherence to the
conditions laid down by the Company, so that continuous flow of information about
the availability of stocks in the market, their freshness, their replenishment system
is maintained. The RS shall comply with all requests in this regard so that the
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Company’s desire to reach to the market with speed and make fresh products
available to the consumer at large is achieved;
5.4. The Company and the RS agree that there shall be no restriction on the territory
in which the RS can sell the Products. However, reasonable restraint may be
imposed upon the same with the objective of:
(a) Regulation and promotion of fair competition relating to the business of the
Company, in all parts of India;
(b) Securing just and equitable distribution in consistence with maintenance of

freedom of competition so that prices are not artificially pushed up in any
particular territory and also ensuring efficient deployment of limited
resources of the RS; and
(c) Ensuring benefit of the consumers of the Products, keeping in mind the
particular nature of the business of the Company, its mode of operation,
features unique to the market for its Products, as well as the requirements
of distribution of the Products.
The Company and the RS agree that there shall be no restriction on the number
of redistribution stockists the Company can appoint in any territory, in its sole and
exclusive discretion in order to ensure better Product access to the consumers.
6. ROLE & OBLIGATIONS OF RS
The RS agrees, undertakes and covenants that it shall:
6.1. stock all Products;
6.2. promote the Products in line with reasonable market practices consistent with
applicable law including any guidelines issued by applicable governmental,
statutory and regulatory authorities, including self-regulatory authorities;
6.3. advise the Company on market information, trends prevalent in the local market
including the market requirements and sensitiveness, provided that the RS shall
only provide such information that is available to the RS in the public domain. The
RS shall not provide any competitor related information which is not available in
the public domain and shall at all times remain in compliance with applicable laws
in undertaking its obligation under this Clause 6.3;
6.4. To adopt and use any mobile application or software system or any other
technological tool that the Company has launched or may launch from time to time
for better servicing of market and/or for efficient distribution of Products in a fair
and equitable manner. The technological tools or interventions available from time
to time, may be provided to the RS at the RS’ option, for such fees as may be
applicable thereto. The details of fees (if any) payable by the RS, shall be
disclosed in advance by the Company;
6.5. ensure that the Products are visible in the market;
6.6. communicate and prominently display all consumer sales promotions;
6.7. attend and report all consumer complaints;
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6.8. ensure that the quality of the Products is not tampered while the Products are in
storage or in transit;
6.9. keep and store the Products in a safe and secure location/condition to avoid
contamination from any source and to prevent damage;
6.10. keep, store and maintain the Products in clean and hygienic premises and
surroundings in compliance with prescribed rules and statutory requirements. It is
specifically agreed that the RS shall be solely responsible for claims, demands,
actions, losses and damages which the RS may suffer or incur, or which may be
brought against the Company, as a result or in any way arising out of faulty
handling, storage or transportation of the Products by the RS;
6.11. ensure that Products are sold by ‘First Manufactured First out’ method for the
purpose of selling fresh stocks to end consumers;
6.12. not charge in excess of maximum resale price suggested by the Company, but the
RS may at his own discretion charge prices lower than the suggested maximum
retail price;
6.13. have responsibility for sales target achievements/perfect stores/field capability

scores as communicated by the Company;
6.14. maintain full compliance with the stock policy and terms of trade of the Company
from time to time including not limited to damaged Products return from the trade;
6.15. subject to Clause 6.12 above, conduct all billing for sales and promotional
schemes/discounts to wholesalers and retailers in the form of billing package(s)
suggested and approved by the Company, provided that the RS will be free to
offer such discounts as it may deem fit;
6.16. comply with the requests of process of credit assessment as and when requested
by the Company;
6.17. not assign, transfer and/ or charge or in any manner makeover or purport to
assign, transfer, charge or makeover this Agreement or his rights hereunder or
any part thereof to any other party or parties;
6.18. be and remain fully and solely liable for any act, omission or negligence of
whatsoever nature committed by the RS and /or the employees, whether
appointed directly by the RS or indirectly through any third party in the course of
their duties or otherwise;
6.19. in case of any dispute between RS and its customers, be solely liable to the
Company for any such dispute;
6.20. be and remain fully and solely liable and responsible for all such of its employees
dues of salary, wages, expenses, Provident, Gratuity, ESI, Bonus, incentives and
all other statutory dues and the RS shall fully comply with all labour laws, labour
codes, industrial laws and fulfill all statutory compliance’s in this behalf at the
expense of the RS;
6.21. be and remain fully and solely liable and responsible for procuring a License to
store and sell food products under the Food Safety and Standards Act, 2006
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(hereinafter referred to as “FSSA”) and the licensing regulations framed
thereunder, In the event of the FSSA license expiring or falling due for renewal,
the RS shall take all necessary steps for procuring or renewing the same as the
case may be. RS shall also endeavour, as far as possible, to further sell the
Products to retailers and wholesalers who have a valid FSSA license or
registration, as the case may be. However, under no circumstances shall the RS
sell any of the Company’s food and refreshment products without holding a valid
FSSA license from the relevant statutory authorities;
6.22. be and remain fully and solely liable and responsible for procuring a storage and
wholesale drug license (hereinafter referred to as a “DL”) under the Drugs and
Cosmetics Act 1940 and rules/ regulations framed thereunder, before initiating
business activities at any new premise. In the event of the DL expiring or falling
due for renewal, the RS shall take all necessary steps for procuring or renewing
the same as the case may be. Under no circumstances shall the RS sell any of
the Products requiring and/or covered under a DL without holding a valid DL from
the relevant statutory authorities;
6.23. Meet the monthly/annual sales objectives and implement all business standards
and initiatives agreed by and between the Company and the RS from time to time
and/ or agreed to be carried out by the RS during the year. The aforesaid
objectives, initiatives and standards are evolved and revised by the Company from
time to time, with the aim of continuously improving the manner in which the
market is serviced by its various re-distribution stockists. The Company is
committed to the adoption of innovative initiatives with a view to expanding its
Product range and increasing the availability of its Products in the market with a
view to improve consumer choice and keeping in mind the best interest of the
ultimate consumer. The RS agrees and acknowledges the importance of
implementing such objectives, standards and initiatives in a timely fashion and in
the manner agreed by the Parties hereto;
6.24. The RS shall notify the Company in writing at least 30 (thirty) days prior to taking
any steps towards effectuating a change in constitution of its structure,
management, ownership and/ or control of the business, including but not limited
to the instances set out below:
(a) In case of the RS being a partnership firm, a change in the constitution of

the firm by death, dissolution, taking in a new partner, transfer of partnership
interest by a partner, retirement of a partner, expulsion of a partner or
dispute among the partners inter se;
(b) In case of the RS being a company or any other body corporate, any change
in the constitution of the company, its directors, its Memorandum of
Association, or its Articles of Association (or) in the case of the company or
body corporate entering into any scheme of arrangement and/or any
scheme with creditors and/or the equivalent in applicable legislation for such
body corporate; and
(c) In the case of any change in the structure and/ or management and/ or
control of the RS’s business;
6.25. In the event any of the Company’s Products which are purchased by the RS for
onward sale are required to be stored in controlled conditions of any kind, the RS
shall ensure that the Products are appropriately stored in accordance with policies/
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directions informed by the Company in this respect, and further undertakes to
ensure that adequate storage infrastructure is available to achieve compliance
with this Clause 6.25.
7. STANDARD COMMERCIAL TERMS
7.1. The RS shall from time to time place purchase orders with the Company, in the
format prescribed by the Company. The order shall be placed in electronic form
through the use of software licensed for use for that purpose by the RS. The
Company reserves the right to accept the order in whole or in part on receipt of
such purchase orders depending on operational and stock availability
considerations.
7.2. Each lot of Products dispatched against an order shall be invoiced at the
Company’s prices to the RS and terms ruling on the date of dispatch which when
so invoiced shall be binding on the RS and the Company shall be entitled to vary
the price of the Products at any time up to the date of dispatch.
7.3. The sale of Products by the Company under each invoice shall be treated as a
separate contract of sale and shall be on payment by demand draft, cheque,
electronic funds transfer and/or any other mode of payment chosen by the
Company. The Company shall have the exclusive right to choose the mode
through which the RS shall be required to complete payment, and shall retain the
right to change the said mode from time to time at its sole and exclusive discretion,
based on the Company’s assessment of the commercial circumstances prevailing
during the course of operation of this Agreement. In the event any payment is
agreed to be made by cheque to the Company, such payment shall be made by
cheques which are duly signed and crossed ‘Account Payee only’ and the RS will
complete Positive Payment System affirmation with its bank for such cheques if
the same is required to complete any payment to the Company. All payments shall
be made in accordance with notifications, guidelines and circulars issued by the
Reserve Bank of India and other governmental authorities or authorities delegated
powers by the government to regulate electronic or non-electronic payments from
time to time.
7.4. For the sake of administrative convenience and as a matter of facility and if
permitted by the Company, the RS shall keep with the Company/Company’s
Bank(s), duly signed crossed ‘Account Payee only’ cheque drawn in the name of
the Company, with the direction to the Company to fill up the amount of the
bill/invoice of the Products dispatched to RS.
7.5. For the sake of administrative convenience and as a matter of facility the RS may,
if permitted by the Company, avail of e-banking facility, with the direction to the
Company to directly debit the bank account of the RS with the amount of the
bill/invoice of the Products dispatched, subject to RS adhering to such conditions
and observing such provisions as may be prescribed for availing of such facilities.
However, any interest on account of the RS making payment through other means
shall be to their account.
7.6. The sale transaction(s) shall be completed upon the Products leaving the Carrying
and Forwarding Agent (C&FA) and/or factory and/or establishment from which the
Products are being sold, and for ensuring more efficient transportation of Products,
the Company shall, at the option and upon request of the RS for economies on
freight, arrange transportation for delivery of the Products to the premises of the
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RS. In such event, it is agreed that the title to the Products shall be deemed to
have passed on to the RS upon delivery of the Products by the Company to the
transporter, and this date shall be the date of delivery of the Products being sold
at ex-depot.
7.7. To ensure efficient administration of settlement of claims which includes in the

form of manual and/or electronic mode, the RS shall raise all claims and debit
notes pertaining to its business periodically at such intervals and before such
dates as may be prescribed by the Company through the prevailing Stock Policy
or any other directions as may be issued from time to time to the RS, in the
standard formats of the Company, attaching therewith the necessary supporting
documents and approvals that may be required for verification of such claims; For
the purpose of final settlement of any claims, the RS shall submit a certificate
called the “Nil Claim Certificate” every month covering all types of claims and what
claims remain to be settled till the date of the certificate. The RS agrees that,
irrespective of the submission of Nil Claim Certificate, no claims shall be made on
the Company after a lapse of two months from the date of arising such claims, and
that any such claims, if made, shall be deemed to have been settled ab initio.
7.8. The Parties hereto agree and undertake that the Company shall retain a lien over
all unpaid Products and such Products in respect of which the entire payment has
not been received by the Company. The RS shall not create any charge, pledge
hypothecation, or security interest of any nature on Products for which any
amounts are unpaid to the Company without the prior written consent of the
Company. The RS shall take all steps to ensure that no charge or hypothecation
is created on such unpaid Products and the Company shall be informed in the
event any charge or pledge or security interest that may impact unpaid Products
is registered with the Central Registry of Securitisation Asset Reconstruction and
Security Interest of India or the Ministry of Corporate Affairs.
7.9. The RS shall not be entitled to make any claim in the nature of damage or goods
lost in transit unless the RS gives a notice of such claim in writing to the Company
within 48 hours after delivery of the Products or seeks an extension in writing to
the Company, for the purposes of inspecting the Products. In default of such
notice, or a written request for extension as mentioned, the Products sold
hereunder shall be deemed in all respects to be unconditionally accepted by the
RS and in accordance with this Agreement.
7.10. The RS hereby agrees and undertakes to bear and pay all charges/fees/amounts
in respect of installation of software package(s), Annual Maintenance Charges,
Server Maintenance Charges and other like costs/ charges/ fees as directed by
the Company from time to time;
Provided that the Company shall, on the RS’ express written request
therefor, provide the rationale for mandatory installation of such software
packages or other technological interventions;
Provided further that the RS acknowledges that in the event of disagreement

between the Parties hereto on the requirement for (or) cost of such software
packages or other technological interventions, the Company’s decision in the
matter shall be final.
7.11. The RS shall pay the merchandising charges relating as agreed with the Company
for merchandising the Products, displaying the point of sales material, danglers,
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hangers at the requisite locations including but not limited to decorations of the
shelves of shops of the retailers, wholesalers and self-service stores so as to
ensure maximum consumer reach both in terms of width and depth in the trade
community.
8. FAILURE OF PAYMENT
8.1. Each sale to the RS shall be treated as a sale for cash consideration only. The
Parties hereto agree and undertake that the timely payment to HUL of the agreed
price for the Products by the RS, shall be the essence of this Agreement. Each of
the following events shall hereinafter be referred to as a “Payment Default”:
(a) In the event HUL initiates the collection of any payment by debiting the bank
account of the RS basis automated clearing house mandate/ standing debit
instructions (if any) confirmed by the RS (or) failure of any other mode of
electronic fund transfer, and such debit/ payment failing on account of
insufficiency of funds or the RS cancelling any such mandate unilaterally
with the sole intention to withhold payment from the Company or to defraud
the Company;
(b) In the event cheques being provided by the RS to effect payment for
Products, and such cheques being dishonoured or returned unpaid on
account of insufficiency of funds with the RS;
(c) payment for Products sought to be purchased, not being completed by the
RS within the immediate next bank working day post the delivery of the
ordered Products to the RS;
(d) The RS, its proprietor or any of its partners (where the RS is a partnership
firm) commits an act of insolvency;
(e) The RS is adjudicated as insolvent by a court of law.
By way of abundant caution, it is clarified that each of the above defined events of
Payment Default are mutually exclusive and Clauses 8.1(a) – (e) are intended to
be interpreted disjunctively.
8.2. Notwithstanding anything to the contrary in this Agreement, the Parties hereto
agree and undertake that in the event of occurrence of a Payment Default, the
Company shall without prejudice to any other right under this Agreement or law,
be and remain entitled to take any of the following measures:
(a) Where the Products sought to be purchased by the RS are in the Company’s
possession: To transfer or liquidate the Products through any third party to
this Agreement, without notice to the RS and rescission of any contract of
sale that may have been entered into between the RS and the Company
without any further action required from the Company;
(b) Where the Products are in transit to the RS: To stop the Products in transit,
retake possession of them, transfer or liquidate the Products through any
third party to this Agreement and rescission of any contract of sale without
notice to the RS;
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(c) Where the Products are in the physical possession of the RS: To enter the
RS’ premises or any other premises whatsoever and wheresoever in which
the Products may be lying take possession of the Products in respect of
which the Payment Default has occurred, remove the said Products from the
said premises, and transfer and/ or liquidate the Products to any third party
to this Agreement for the purpose of realization of unpaid money(ies),
without notice to the RS. It is clarified that in the event HUL elects to exercise
its rights under this Clause 8.2 (c) , the RS shall have the right to have the
Company’s actions at the RS’ premises witnessed by an authorised
representative, provided that the RS notifies the Company of the same in
writing, in accordance with Clause 18 (Notices). Provided that the RS hereby
agrees and acknowledges that the Company’s right to enter the RS’
premises or other premises, take possession of and remove the said
Products, and transfer or liquidate the same in favour of any third party, shall
not be prejudiced by the presence or absence of an RS representative. For
the purposes of this Clause, it will be deemed that the RS will have deemed
to have duly authorised the Company or any person authorised by the
Company to give effect to this Clause. Any contract of sale entered into
between the Parties, will be deemed to stand rescinded.
8.3. The Parties hereto agree and undertake that the title and ownership of the property
in the Products sought to be purchased by the RS under this Agreement, shall not
pass from the Company to the RS unless and until the RS completes payment of
the full consideration therefor and the said payment is received by the Company.
9. COMPLIANCE WITH LAWS
9.1. The RS shall obtain and keep in force all licenses and permissions necessary
and/or prescribed by Law or by any Authority for carrying on its business and the
storage and dispatch of the Products. The responsibilities pertaining to the
licenses and permits will be entirely those of the RS and no liability whatsoever
will attach to the Company in relation thereto, in particular in connection with
penalties, forfeiture and seizure occasioned by failure of compliance with and/or
breach of Laws, rules and statutes relating to the said Products.
9.2. Each Party hereto agrees that it shall comply with all applicable local laws,
ordinances and codes in performing its obligations hereunder, including the
procurement of licenses, permits, certificates and any other requirements with
regard to its employees, taxes, licences or any services to be provided hereunder.
Further, each Party shall establish and maintain all proper records (particularly,
but without limitation, accounting records) required by any law, code of practice or
corporate policy applicable to it from time to time.
9.3. Each Party shall be responsible for the payment of all taxes now or hereafter levied
or imposed by any Government Authority as a result of or in connection with this
arrangement. RS shall be responsible for filing all necessary tax returns with the
relevant Government Authorities in accordance with all applicable statutory
requirements and shall be responsible for providing all information requested by
such Government Authorities.
9.4. Each Party shall comply with the following requirements under Central Goods and
Service Tax Act, 2017 [CGST], relevant State Goods and Service Tax Acts [SGST]
and the Integrated Goods and Services Tax Act, 2017 [IGST] [ For the reference
of this Clause CGST, SGST and IGST shall be referred as ‘GST’]:
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(i) Registration: Each Party shall continue to have a valid registration in
every such State in which it carries on business. Further, the RS would
be required to forthwith intimate HUL in case of any change in
registration number, renewal or revocation of the Certificate of
Registration issued under the GST Act.
(ii) Tax Invoice, Credit and Debit Notes: No Party shall supply any goods/
services without a valid Tax Invoice issued in the format prescribed
under the GST Act and the Rules framed thereunder. Further, any
GST Credit / Debit Note issued by either Party shall comply with the
requirements of the GST Act. In case, any GST Credit note is issued
by HUL, RS shall ensure reversal of corresponding ITC in the month
in which the credit note has been issued as per the provisions of GST
Act.
(iii) Payment of Tax, Interest, Penalty and Other Amounts: Each Party
shall ensure that all taxes shown in the GST invoice are duly deposited
with the appropriate authority within the prescribed time period and in
case any Party seeks any proof of payment, the other Party shall
forthwith furnish the proof of payment made to the authorities at the
earliest.
(iv) Returns: Each Party shall file periodical Statutory Returns including
GSTR-3B & GSTR-1 within the prescribed time as required under the
GST Act. Any mismatches reported in the GSTN portal on account of
non-filing/ incorrect filing of GSTR-1 shall be timely reconciled and
communicated to other Party for resolution at the earliest. All
necessary assistance shall be provided by either Party to the other
Party for the purpose of reconciliation. If at any time, the credit for GST
is denied to either Party or payment is demanded by governmental
authorities due to a deficient invoice or incorrect reporting of
transactions (including Form GSTR 1) or inadequate documents or in
the event an invoice or other tax documents do not satisfy the
requirements under applicable law or due to supplier’s failure to
deposit the GST collected, the other Party agrees shall indemnify the
buyer against such loss of tax credits.
(v) TCS: In accordance with the provisions of the Income Tax Act, 1961,
HUL shall be collecting TCS on its sale invoices, wherever applicable
as per the rate notified under the Act. HUL shall issue the TCS
certificates on a quarterly basis and tax credit can be claimed by RS
on the basis of these certificates and credit appearing in FORM 26AS
at the time of filing of annual Income Tax Returns.
(vi) TDS: The Buyer reserves the right to deduct or withhold any taxes as
per the provisions of the Income Tax Act, 1961 against any amounts
due to the Supplier under this Agreement with clear indication of the
deductions applied. The Buyer agrees to provide necessary
documentation including quarterly statements of TDS deducted, TDS
certificates etc. so as to enable the Buyer to claim credit of the same
while filing its Income Tax Returns.
(vii) The RS hereby agrees and undertakes to indemnify and hold the
Company harmless from and against any and all acts, omissions,
Page 12 of 33
claims, damages, charges, losses, sums, costs and fees (including
advocate's fees) arising whether directly or indirectly, out of any
omission, neglect or default by the RS in complying with Clause 9.4
including but not limited to such costs or expenses which may be
occasioned to the Company on account of the denial or loss of the
option to claim input tax credit as a result of any default by the RS in
complying with Clause 9.4.
9.5. It is expressly agreed and understood between the Parties that all the staff and
personnel employed by the RS are and at all times shall be and remain the
employees of the RS. In case such employees are engaged through third party
manpower service providers, their relationship would be governed in accordance
with the contractual agreement between the RS and such third parties. Such
persons engaged by the RS in connection with the performance of the obligations
under this Agreement, shall at no time become or be deemed to have become the
Company’s employees, agents, representatives or servants. The RS shall neither
represent, nor permit any representation or holding-out of the employees/
personnel/ contracted labour/ consultants of the RS, as employees/ personnel/
contracted labour/ consultants respectively, of the Company.
10. INTELLECTUAL PROPERTY
10.1. RS agrees and undertakes that it will not cause or permit anything that may
damage or endanger the Intellectual Property (Trade Marks, Trade Name,
Patents, Know How (Trade Secrets), Copyright, Designs, Labels, Logos, etc., of
the Company and/or its Products or the Company’s title to it or assist or allow
others to do so.
10.2. The RS shall not deal in or keep counterfeit products, infringing products,
lookalikes and/or products originating through illegal imports infringing the
property marks of the Company.
10.3. The RS shall promptly and fully notify the Company of any actual, threatened or
suspected infringement of, or any actions, claims, demands or proceedings in
relation to, any of the Intellectual Property Rights relating to the products which
may come to its attention and shall render to the Company, at the Company’s
expense, all assistance, which the Company may reasonably require in
connection therewith, including taking or resisting any proceedings.
10.4. The RS shall not hold or acquire or would be deemed to have any right, title,
interest in any part of the trade name, Trademark, brand names, labels,
Copyrights, Artistic work, Designs or get up on logos of the Company or any part
thereof in respect of the Products or any Intellectual Property Rights belonging to
or otherwise, and, the same shall belong exclusively to the Company.
10.5. The RS recognizes that Company is the proprietor/registered user/licensed user

in India of the trademark(s) and the goodwill attached to the business in the said
Products and services in respect of which they are used (hereinafter collectively
referred to as the “Trademark”) and agrees with the Company that the Trademark
shall remain vested in the Company during the Term of this Agreement and
afterwards.
Page 13 of 33
10.6. The RS agrees that it shall use the Trademark precisely as spelt or drawn by the
Company and observe any reasonable directions given by the Company as to the
colors and size of the presentation of the said Trademark.
10.7. The RS undertakes, declares, recognizes and acknowledges that the exclusive
right, title and interest in the Trademark in respect of the said Products or
connected therewith vests solely and exclusively in the Company and the RS shall
not dispute the validity thereof and shall not do or perform or omit to do any act,
deed matter or thing which may adversely affect or jeopardize the exclusive right,
title interest of the Company therein and thereto. The RS guarantees and
undertakes that upon the expiry of this Agreement the right, title, interest or
permission herein granted to the RS shall cease forthwith.
10.8. The RS shall not at any time during the continuation of this Agreement or at any
time thereafter register or cause to be registered directly or indirectly in his name
or on behalf of himself or any person or persons, company or firm any
Trademarks/Copyright/Designs/Logos/Devices/internet domains/ software/ web
portals/ social media accounts, resembling those owned by or licensed to the
Company and shall not associate such
Trademarks/Copyrights/Designs/Logos/Devices/internet domains/social media
accounts with the RS in any form whatsoever other than in accordance with the
provisions of this Agreement.
11. DATA PROTECTION AND PRIVACY
11.1. Each of the Parties agrees and undertakes that in the course of fulfilling their
obligations under this Agreement, if any personal and personal sensitive
information and other related information pertaining to consumers, customers,
retail stores, etc. (collectively hereinafter referred to as, the “Data”), is collected
from consumer, trade or otherwise (each of which is hereinafter referred to as the
“Data Subjects”) such collection shall be done so in compliance with all applicable
Data Protection and Privacy laws and applicable policies and guidelines adopted
by the Company, where Data Protection Laws mean the data protection or
privacy laws of India or as applicable considering the nature of processing of
Personal data.
11.2. Consent for Processing Data and Obligations-
(a) They shall provide and/or HUL shall collect and process during appointment
and thereafter during the continuance of this commercial relationship various
data, including personal data and sensitive personal data such as name of
authorized person at the firm/organization, phone number, email ids,
addresses, bank and financial information, details of employees, customers,
etc. for the purpose of performing and furthering the commercial objective of
this Agreement, including but not limited to identification, verification and
validation of organizations, people and parties engaging with HUL and/or
RS, furthering commercial transactions envisaged under this Agreement
and various services as part of the commercial relationship, including but
not limited to billing, order placement and delivery, running
offers/promotions/schemes/incentives for the RS, their customers,
employees, resource lifecycle management services/support for RS,
customers, etc., resource/work/target allocation, tracking and planning for
RS and their employees, providing technology platforms and interventions,
Page 14 of 33
ancillary services for the RS, customers, their employees towards mutual
commercial benefit and business growth under this Agreement.
(b) By executing this Agreement to enter into the commercial relationship with
HUL, they are consenting to the processing of data, including personal and
sensitive personal data as aforementioned.
(c) HUL may share such personal Data and sensitive personal Data with group
companies and affiliates of the Company as well as third parties for the
aforementioned purposes.
(d) Such data will be used, processed, shared, retained and deleted by HUL
and/or any third party in accordance with the applicable Data Protection and
Privacy laws and regulations, as well as the applicable policies.
(e) Any queries relating to the abovementioned clauses and/or processing of

personal and sensitive personal data, including but not limited to the
consent, collection, processing, sharing, use, protection, retention of data
and exercising of your statutory rights may be raised to the contact person
as appointed by the Company for this purpose or at
<levercare.customer@unilever.com>.
(f) In addition to data, including personal and sensitive personal data of the RS,
data of third parties such as Customers/Trade/Retailers/Wholesalers, RS
Employees and other entities, parties or individuals associated with RS may
be processed by RS and HUL for the aforementioned purpose.
11.3. In the event of collection and processing of any data, including personal and
sensitive personal data of third parties by the RS as part of any activity or
technology platform/infrastructure of HUL for purposes under this Agreement, the
RS shall clearly communicate and inform the purpose of processing of their data
by HUL, including the relevant information present under this Agreement, Unilever
Policies and Data Protection laws.
11.4. The RS shall take and implement all appropriate technical and organisational
procedures and measures which are required to protect the Data against
accidental or unlawful destruction or accidental loss, alteration, unauthorised
disclosure or access, and that, such measures shall ensure a level of security
commensurate with the risks represented by the nature of the Data to be
protected.
11.5. The RS undertakes that no disclosure of the Data shall be made to any third
parties without prior written permission from the Company.
11.6. The RS shall take all requisite steps to ensure the reliability of any of its personnel
who have access to the Data.
11.7. The RS shall notify the Company as soon as practicable, if there is:
(a) There is a breach of personal Data or sensitive personal Data collected,

process or stored by the RS for purposes under this Agreement;
(b) a complaint or request made relating to the Data by a Data Subject; or
Page 15 of 33
(c) any other communication received relating directly or indirectly to the
processing of Data.
11.8. The RS shall provide the Company with full co-operation and assistance in relation
to any complaint or request made in respect of any Data, including by:
(a) providing the Company with full details of the complaint or request;
(b) complying with a data access request within the relevant timescales which
may be notified by the Company from time to time;
(c) providing any information requested by the Company in connection with

addressing the complaint or request.
11.9. Each of the Parties agrees and undertakes that any storage or processing of Data
will be done only for the period for which it is necessary, after which the Data will
be promptly deleted and/or destroyed.
11.10. In the event of expiry or termination of this Agreement, the RS shall promptly
delete all personal and sensitive personal data collected as part of activities under
this Agreement unless specifically permitted by the Company or required to retain
under other applicable laws.
11.11. The RS agrees to provide the Company with such information and co-operation
as the Company may require from time to time, to establish the RS’ compliance
with the obligations set out in this Clause.
11.12. RS agrees to hereby indemnity and shall hold the Company, its holding company,
its subsidiaries, directors, officers and employees harmless and at all times keep
the Company indemnified in respect of all liabilities and amounts, including all: (i)
costs (including legal costs), claims, demands, actions, settlements, losses and
damages; (ii) regulatory fines, penalties and Data Subject compensation; and (iii)
costs of rectification or restoration of personal Data/sensitive personal Data arising
directly or indirectly from or in connection with:
(a) any breach by the RS of its obligations under Data Protection Legislation or
its obligations under this Agreement; or
(b) the RS (or any person acting on its behalf) acting outside or contrary to the
lawful Processing instructions of the Company in respect of the data.
12. NON-EXCLUSIVITY
The Company and the RS agree that this agreement is entered into by the parties
on a non-exclusive basis and both the Company and the RS are at liberty to
engage with other stockists and businesses respectively. Notwithstanding the
above, the parties agree that the RS shall, at all times, first utilise its infrastructure
and resources to meet its obligations under this Agreement and ensure that the
consumers of the Company are fully serviced during the Term of this Agreement
or any renewal thereof and only thereupon, the RS will engage itself with any other
businesses in the capacity of the RS by whatever name called.
Page 16 of 33
13. CONFIDENTIALITY
The RS and the Company shall strictly ensure that:
13.1. There is no exchange of Confidential Information (as defined below) of the

Company, with any other redistributor stockist, customer or competitor of the
Company;
13.2. Confidential Information relating to any of the competitors of the Company, is not
exchanged with the Company;
13.3. Confidential Information of the RS, is not exchanged with any other redistribution
stockist of the Company;
13.4. Confidential Information relating to any other redistribution stockist of the

Company, is not exchanged with the RS;
13.5. Confidential Information for the purposes of this Clause shall mean to include the
following:
(a) Future cost price increases including timing, percentage, actual prices
(b) Margins
(c) Commercial terms including rebates, discounts, over riders etc.
(d) Sales volumes, outputs and capacity
(e) Commercial relationships including negotiations/deals done with other

customers and their terms.
(f) Category Management data and plans
(g) Costs, profits and inventories
(h) Market share and sales territories
(i) R&D plans
(j) Future promotions and investment schemes
(k) Commercial Strategies including investment plans, advertising strategies
(l) New Product Development including its launch plan, market placement,
introductory promotions etc; and
(m) Any information which has been marked as confidential or in restricted

circulation or the parties may reasonably know to be confidential in nature;
13.6. But shall not include the following:
(a) Information that is already in public domain (e.g. trade press, in store or
market inspection observations, internet etc.);
(b) Historic data (i.e. 12 months old or more);
Page 17 of 33
13.7. RS may divulge or make known such confidential information to its employees on
a ‘need to know’ basis for performance of obligations hereunder. RS shall ensure
that employees and/or its contract personnel to whom such confidential
information is disclosed also maintain strict confidentiality of such information. The
confidentiality obligations under this Agreement shall remain valid during the Term
of this Agreement and shall continue to be in force for a period of 5 years
thereafter. RS shall return all confidential information, copies thereof and any
notes, memoranda or other material derived therefrom, to Company at any time
upon demand by the Company and immediately on termination;
13.8. RS agrees not to share any confidential information that comes to its knowledge
relating to competition including pricing or non-pricing information during the Term
of this Agreement and any renewal thereof or thereafter which is not in the public
domain. RS shall ensure that all the salesman and staff that is part of its
infrastructure are adequately trained and informed to ensure that such information
is not shared with the Company or any of its representatives during the Term of
this Agreement and thereafter.
14. INDEMNITY
14.1. The RS hereby agrees and undertakes to indemnify and hold the Company, its
holding company, its subsidiaries, directors, officers and employees harmless
from and against any and all acts, omissions, claims, damages, charges, losses,
sums, costs and fees (including advocate's fees) arising whether directly or
indirectly, out of any omission, neglect or default by the RS in adhering to the
terms of this Agreement and /or without prejudice to the generality of the foregoing,
arising out of any act or omission of the RS or its employees or agents or
contractors whilst performing its obligations under this Agreement and/ or any
misrepresentation or inaccuracy in any of the RS' representations, or attributable
whether wholly or partly thereto.
14.2. The Company hereby agrees and undertakes to indemnify and hold the RS and
its employees harmless from and against any and all acts, omissions, claims,
damages, charges, losses, sums, costs and fees (including advocate's fees)
arising from such quality issues in the Products as may arise during their
production and which are solely attributable thereto. Should such an issue arise
and be brought to the knowledge of the Company, the Company may inform the
RS of mitigating measures to be taken with respect to such Products, and the RS
hereby undertakes to implement the same. In the event the Company is of the
view that the RS has not taken the notified mitigation measures with respect to a
disputed claim or is not able to adequately defend any claim or litigation against
the RS for which the RS is seeking indemnification from the Company, the
Company shall have the right (but not the obligation) to defend and control the
defence of such litigation or claim and/or, at its sole discretion, to make any
compromise or settlement of such claim, and the RS shall cooperate with such
efforts by furnishing all requested material and assistance (including, without
limitation, technical and other information, documents, data, materials and
witnesses, that are in the Company’s view, necessary) as may be requested by
the Company in this connection.
14.3. The RS more particularly undertakes to indemnify and keep indemnified the
Company against any damages, charges, losses, sums, costs and fees (including
advocate's fees) incurred or suffered pursuant to any act, omission, claim, action,
Page 18 of 33
penalty, liability or legal proceeding that may be taken or made against the
Company or which the Company may be liable to suffer and which arises from:
(a) The RS's alleged negligence, failure or default in complying, whether in

whole or in part, with any undertaking given and/or obligation assumed by
the RS pursuant to Clauses 2 (Nature of Relationship), 3 (Representations
and Warranties), 6 (Role & Obligations of RS), 9 (Compliance with Law) and
11 (Data Protection & Privacy), and Annexure A (Policies and the USQS);
(b) The RS's alleged misleading statements, misrepresentation or deceptive or

unfair trade practices; or
(c) modification or alteration made by or on behalf of the RS to any of the

Company's Products.
15. LIMITATION OF LIABILITY
15.1. Save as provided in the Agreement, under no circumstances shall either Party be
liable to the other Party in respect of any loss of profits, loss of goodwill, loss of
opportunity or any economic indirect or consequential losses.
15.2. Notwithstanding anything to the contrary in this Agreement, the liability of the
Company to the RS shall not exceed the average of all amounts invoiced by the
RS to the Company, during the 90 days immediately preceding the earliest of the
following: date of issuance of a No-Fault Termination Notice (as defined
hereinafter), the termination of this Agreement in accordance with Clause 19.2, or
the expiry of this Agreement with the efflux of time.
16. VALIDITY
16.1. This Agreement shall be valid for a period of five (5) years with effect from 19 July
2023 unless terminated earlier in accordance with this Agreement (hereinafter
referred to as the “Term”).
16.2. This Agreement after expiry by natural efflux of time may be renewed at the
Company’s sole option, for a further period of 5 years subject to fulfilment by the
RS of its obligations under the Agreement to the satisfaction of the Company. Both
parties understand that the said option of renewal shall be exercisable at the sole
discretion of the Company.
16.3. The RS understands and accepts that refusal or failure by the Company to renew
the Agreement or to re-appoint the Party of the second part as its RS after expiry
of this Agreement, shall not entitle the RS to claim any compensation or right of
any nature whatsoever against the Company or in respect of Products or
otherwise.
17. AMENDMENTS
Any amendments or alterations to this Agreement shall be valid only if set down
in writing and signed by the parties hereto.
18. NOTICES
Page 19 of 33
Any notice or other communication made or required to be given under this
Agreement shall be in writing and in English and be delivered personally, or sent
by registered post, or sent by email to the addresses notified by one Party to
another Party in writing or the addresses usually used by the Parties to
communicate with each other in the ordinary course of business or such other
addresses as the Parties may notify each other from time to time.
In the case of delivery by email, notices may be sent in PDF or other format that
is a scanned image of the original of the communication (including a handwritten
signature) and is attached to an email that states that the attachment is a
communication under this Agreement.
Notices under this Agreement shall be deemed to be received: (a) if delivered

personally, at the time of delivery; (b) if sent by registered post, on the seventh
day after posting; and (c) if sent by email, unless the Party sending the email
knows that the email and the attached communication were not delivered to the
addressee’s email address specified above, at the time that is 24 hours after the
email was sent.
19. TERMINATION
This Agreement may be terminated:
19.1. By either Party, without assigning any reason, by giving written notice (“No-Fault
Termination Notice”) two months in advance of the intended date of termination
(hereinafter referred to as the “No-Fault Termination Notice Period”). The No-
Fault Termination Notice shall specify the RS’ obligations to be discharged within
the No-Fault Termination Notice Period, in order to enable a smooth transition of
business for the Company. During the notice period under this Clause 19.1, the
RS shall be required to make payments only by using e-banking facility and not
cheques or any other mode of payment without any further action required on part
of the Company. Products will be supplied to the RS only if the RS keeps sufficient
funds for making payments for such Products using e-banking facility for which the
Company has the right to seek evidence of sufficient of funds from time to time.
The Company shall in its sole discretion remain entitled to cease sales to the RS
if the funds in its e-banking facility are found to be insufficient in the Company’s
sole estimation.
19.2. By HUL, with immediate effect in following situations:
(a) In case of the RS being a sole proprietary concern, on the death of the sole
proprietor;
(b) In case of the RS being a partnership firm, a change in the constitution of

the firm by death, dissolution, taking in a new partner, or dispute among the
partners inter se, where such change in constitution has been given effect
without prior written intimation to HUL;
(c) In the event of an abandonment of the present Agreement by the RS, inspite
of there being a ready market for Products and the Company having advised
the RS of the need to service the market and the RS not taking effective
steps to service the market by placing orders for a period of atleast one
month;
Page 20 of 33
(d) In case of the RS being a company, any change in the constitution of the
company, its Memorandum of Association, or its Articles of Association,
where such change in constitution has been given effect without prior written
intimation to HUL;
(e) In the case of any change in the structure or management or control of the
RS’s business, where such change in constitution has been given effect
without prior written intimation to HUL;
(f) In the event of RS becoming or being adjudged insolvent, or entering into a

composition with its creditors, or being a company going into liquidation
either voluntary or compulsory, or in the event of the financial position of the
RS at any time during the currency of this Agreement becoming unsound
and the Company being made aware of it, or in the event of the RS business
closing down or being wound up;
(g) In the event of bouncing of cheques or failure of e-payment facility or any

non-adherence to payment by the RS;
(h) In the event of RS committing any fraud/forgery or falsification of accounts

during the course of business dealings with the Company or breach of
Annexure A and/or Annexure B which are detailed/enclosed along with this
Agreement and forms an integral part of this Agreement;
(i) in the event of RS committing any breach, violation, non-observance or non-

performance of any of the terms and conditions of this Agreement;
(j) in the event the employees of the RS attempt to hold-out or permit

themselves to be held-out as employees or representatives of the Company;
(k) in the event the RS attempts to hold-out or permits itself to be held-out as

an agent or representative of the Company;
(l) In the event of this Agreement being found to be invalid under any existing
law, or if any lawful authority orders the Company to terminate this
Agreement;
(m) In the event the RS fails to render effective, equitable and adequate services
to the retailers/customers for egalitarian distribution of Products to the
consumers or committing any violation in the application of statutory rules or
regulations;
(n) In the event of any representation, declaration made by the RS to the

Company being found to be incorrect, or in the event of the RS failing to
make full disclosure of current financial position or status of the business or
other pertinent details at the time of appointment or failing to intimate to the
Company particulars of any change in the status, constitution, management
of the RS business or in the event of change in the proposals, discharge of
any bond etc;
(o) In the event of any breach of any of Confidentiality requirement of the

Company as provided in Clause 13 of this Agreement;
Page 21 of 33
(p) If in the opinion of the Company, the RS is providing services to the
retailers/customers in a manner which does not maintain market presence
or promote market penetration or retain retailer/customer confidence or if
the RS is otherwise in non-compliance of Clause 3.2(e) of this Agreement;
(q) If the RS defaults, fails or neglects to achieve, implement and/or maintain

the sales objectives, business standards and/ or initiatives which have been
mutually agreed by the Company with the RS from time to time in the course
of business, as set out in Clause 6.23;
(r) The RS being in default of Clause 3.2(d) of this Agreement at any time during
the Term;
(s) The RS neglecting or failing to expressly record its acceptance or rejection

of any policy published on the Communications Portal;
(t) The RS expressly rejecting any policy communicated by the Company on

the Communications Portal.
19.3. It is clarified that the Company shall remain entitled to exercise its right of
termination under Clause 19.2 even during the pendency of a No-Fault
Termination Notice Period.
20. EFFECTS OF TERMINATION AND EXPIRY
20.1. Commencing upon the date of expiration of this Agreement (or) termination of this
Agreement in terms of Clause 19.2 (or) receipt of No-Fault Termination Notice and
continuing through the date of termination of this Agreement, the RS confirms that
the RS shall not deny the Company assistance as requested by the Company to
allow the use of services without interruption or adverse effect and to facilitate the
orderly transfer of the subject matter of this Agreement as desired by the
Company. If requested by the Company in this regard, the RS undertakes that the
RS will also co-operate with a third party and the Company in connection with the
preparation and implementation of a transition plan by such third party and/or the
Company upon the termination or expiration of this Agreement. It is hereby
clarified that such termination assistance shall be provided to the Company by the
RS at no additional costs. Without prejudice to the foregoing, the RS agrees and
undertakes to expeditiously complete all such tasks which the Company may
notify the RS in writing as being required to enable a smooth transition of business.
20.2. Upon the expiration or termination of this Agreement for any reason, the RS shall
return to the Company all sales aids and documents containing information
relating to the Products. The RS shall not retain any copies or extracts of the
documents nor make further use the information contained therein; The RS shall
return to the Company all books, manuals, plans & specifications, records, data,
samples, models, programs, handbooks or drawings, documents, papers,
computer software packages, industrial property and other property of the
Company in possession of the RS; the RS shall forthwith to cease to use the
Intellectual Property of the Company including, but not limited to Company’s
logo/name and agreed that it shall not tamper with any marking or name plates or
other indication of the source of origin of the Products, which may be placed by
the Company on the Products, it shall not use any name or mark similar to or
capable of being confused with the Trade Name or the Trade Mark of the
Company.
Page 22 of 33
20.3. The rights of the RS shall at all times be in accordance with, and subject to its
compliance with the terms of the Company’s Stock Policy, and amendments/
variations thereof which may be communicated to the RS from time to time. For
the sake of clarity, it is reiterated that the RS shall not be entitled to any stock
takebacks or refunds or reimbursements therefor, or any other claims except to
the extent and in the manner permitted under the Company’s Stock Policy.
20.4. The obligations of the RS under this Clause 20 shall be without prejudice to any
requirements or obligations set out in any No-Fault Termination Notice which may
be issued by the Company in terms of Clause 19.1 of this Agreement.
20.5. The Company and the RS shall complete full and final settlement of the Parties’
respective dues within 60 (sixty) days from the RS sending a docket for settlement
of dues to the Company along with the stock which the RS seeks to return,
provided that:
(a) It is clarified that the Company shall not commence processing the full and
final settlement until the docket for final settlement of dues is received along
with returned stock (if applicable) from the RS.
(b) The Company shall not consider any stock which is received after the expiry
of 30 (thirty) days from the receipt of the RS’ docket.
(c) The Company shall not further consider any new data or information from
the RS after the aforesaid docket for settlement has been received from the
RS.
(d) If the RS had shared a NIL-dues confirmation to the Company in the past,
no claims pre-dating the date of such NIL-dues confirmation shall be
considered by the Company in computing the full and final settlement.
(e) The procedures pertaining to determination of full and final settlement may
undergo revisions from time to time in the interest of increasing efficiencies
and speeding up the process, and all such revisions shall be duly
communicated by the Company on the Communications Portal. The Parties
herein agree to comply with such revisions when made.
The Company shall complete the full and final settlement and notify the RS in
writing of the results of the same. The RS agrees and undertakes that it shall be
entitled to raise any objection thereto within 7 (seven) days of such notification,
post which the RS shall be deemed to have accepted the same.
20.6. Any emails or communications from Company portals or software such as O2B or
B2C shall not give effect to any extension of the RS agreement and such
Agreement can only be extended by entering into a fresh RS agreement. The RS
acknowledges and understands that during the post-termination period any emails
from O2B or B2C or any other portal or software are system generated and the
RS shall ignore the same as system errors.
20.7. The RS agrees and acknowledges that post termination or expiry of this
Agreement the RS shall not hold itself out or permit itself to be held out as having
any sort of arrangement or association with the Company.
21. GRIEVANCE REDRESSAL & DISPUTE RESOLUTION
Page 23 of 33
21.1 The Parties hereto agree and undertake that any dispute or disagreement arising
out of or in connection with or relating to this Agreement including any question
regarding its existence, validity or termination shall hereinafter be referred to as a
“Dispute” and must be resolved pursuant to this Clause 21;
Provided that any dispute or disagreement arising out of or in connection with

either Party’s exercise of its right of termination under Clause 19.1 shall be
excluded from the applicability of this Clause.
Resolution Process:
21.2 Either Party is entitled to raise a Dispute by notifying the other in writing of the
same along with all relevant details. The RS and the Company must attempt to
resolve any Dispute mutually amongst themselves by personal discussion
between the Parties and in any event through the mandatory procedure prescribed
in this Clause 21.
21.3 In the event if the Dispute is not resolved as stated above, for a period of more
than two months from the notice specified in Clause 21.1 above, the said Dispute,
during the subsistence of this Agreement, shall be referred in writing to the RS
Ombudsman, who shall be selected by the RS from a list of 3 (three) names
provided by the Company to the RS. It is clarified that no former or present
employee or agent or party with whom the Company has pecuniary relationship
will be eligible to be appointed as Ombudsman.
21.4 Proceedings by the Ombudsman may be held physically or through

videoconferencing or teleconferencing, as may be mutually agreed by the Parties
hereto. Proceedings before the Ombudsman shall be strictly confidential. The
rules governing the proceedings before the Ombudsman will be determined by the
Ombudsman and the Ombudsman has the powers to rule on its own jurisdiction.
Any settlement agreement signed between the Parties pursuant to proceedings
before the Ombudsman shall be final and binding on the Parties.
21.5 In the event, the Ombudsman cannot resolve the Dispute within 2 (two) months
from reference, such Dispute shall be referred to and finally resolved by arbitration
in accordance with the (Indian) Arbitration and Conciliation Act, 1996 and all
amendments or modifications thereto or re-enactments thereof. The Parties agree
that the arbitral tribunal shall comprise of a sole arbitrator to be selected by the RS
within 30 (thirty) days of a list of 3 (three) probable arbitrators being notified to the
RS in writing by the Company. In the event of the RS failing to appoint an arbitrator
within 7 (seven) days of receiving the list of probable arbitrators, the arbitral
tribunal will comprise of three arbitrators, of which 1 (one) shall be appointed by
the Company and 1 (one) by the RS, and the 2 (two) arbitrators so appointed shall
appoint the third and presiding arbitrator within 14 (fourteen) days of their
appointment. In the event the Parties fail to constitute an arbitral tribunal or the
two arbitrators so appointed fail to appoint the presiding arbitrator, the arbitral
tribunal will be constituted by approaching the court of competent jurisdiction
under section 11 of the (Indian) Arbitration and Conciliation Act, 1996.The seat of
the arbitration shall be Chennai and the language of arbitration shall be English.
The arbitral tribunal shall provide reasons for its award. The decision of the
arbitrator shall be final and binding on the Parties.
21.6 The sole arbitrator/ arbitral tribunal will make best efforts to pass an award within
4 (four) months from the date of the commencement of the arbitration.
Page 24 of 33
22. GOVERNING LAW AND JURISDICTION
It is clearly agreed and understood by the Parties that their relationship is purely
civil in nature and neither party would undertake and/or resort to any action of
criminal in nature for settling their dues and/or Dispute between them arising out
of their relations provided that the Company shall always retain the right to take
all actions, whether civil or criminal in nature, which it deems necessary to enforce
its rights under the provisions of Negotiable Instruments Act. It is agreed that the
lowest Courts of competent jurisdiction in Chennai shall have exclusive jurisdiction
to hear any proceedings relating to the subject matter hereof, and the parties shall
not raise any related proceedings in any other Court(s) including for any injunctive
relief.
23. WAIVER
It is agreed that failure to exercise or enforce or a delay in exercising or enforcing

or the partial exercise or enforcement of any right, power or remedy provided by
law or under this Agreement by the Company will not in any way preclude, or
operate as a waiver of, any exercise or enforcement, or further exercise or
enforcement, of that or any other right, power or remedy provided by law or under
this Agreement.
24. ENTIRE AGREEMENT
24.1 Notwithstanding anything to the contrary in this Agreement, the term “Agreement”
shall refer to this Redistribution Stockist Agreement read with the following, each
as may be amended or modified from time to time in accordance with their
respective terms:
(a) Each of the Annexures hereto;
(b) The Stock Policy of the Company;
(c) The terms of trade of the Company; and
(d) The Policies communicated by the Company through the Communications

Portal.
24.2 This Agreement constitutes and represents the entire agreement and
understanding between the Parties on the subject matter hereof and cancels and
supersedes all and any other prior arrangements agreements and understanding
between the Parties, whether oral or written, express or implied, with respect to
the subject matter hereof except representations made by the RS at the time of
application for becoming an RS and referred to in Clause 1 and nothing in this
Clause 24.2 shall limit or exclude any liability for fraud or for misrepresentations.
25. SEVERABILITY
If one or more provisions of this Agreement are held to be void, voidable or illegal
or otherwise unenforceable under Applicable Law, such provisions shall be
excluded from this Agreement and the remainder of this Agreement shall be
interpreted as if such provisions were so excluded and shall be enforceable in
accordance with its terms.
Page 25 of 33
26. REMEDIES
Except as and to the extent expressly set forth in this Agreement, the rights and
remedies herein provided are cumulative and none is exclusive of any other, or of
any rights or remedies that any Party may otherwise have at law or in equity.
27. SURVIVAL
Any term of this Agreement which is by its nature intended to survive termination
of this Agreement, shall survive the termination or expiry of this Agreement.
28. ACCRUED RIGHTS
Neither the expiry nor earlier termination of this Agreement shall affect any right
which has accrued to either Party prior to the date of expiry or earlier termination,
or release either Party hereto from any liability which, at the time of such expiry or
earlier termination, has already accrued to the other Party or which is attributable
to a period prior to such termination nor preclude either Party from pursuing any
rights and remedies it may have hereunder with respect to the terms of this
Agreement.
29. COUNTERPARTS
This Agreement shall be executed simultaneously in any number of counterparts

and each such counterpart shall be deemed to be an original instrument and all
such counterparts shall constitute but one agreement.
30. STAMP DUTY
The Parties agree and undertake that the stamp duty payable in relation to this
Agreement shall be paid by the Company.
Page 26 of 33
ANNEXURE A
POLICIES AND THE USQS
A. Responsible Partner Policy Requirements and USQS:
(i) RS confirms that RS has read Unilever’s Responsible Partner Policy (“RPP”)
as found at http://www.unilever.com/responsible-partner-policy and
understand that it replaces all previous versions of the Responsible Sourcing
Policy, Supplier Code or Responsible Business Partner Policy. RS
represents that RS has its own codes of conduct and associated policies
and procedures that are consistent with the requirements of the RPP. RS
therefore agrees that RS shall ensure that, by the implementation of RS’s
own codes of conduct and associated policies and procedures, RS and each
of RS’s affiliated group companies each can and that RS shall meet or
exceed all of the requirements of the RPP, inclusive of:
(a) Mandatory Requirements;
(b) related Mandatory Management Systems; and
(c) as they become binding under the terms of the RPP, the Future
Mandatory Requirements.
These three types of requirements are each set-out in the RPP (and are
individually and together “RPP Requirements”).
(ii) RS must on request by Unilever register with the supplier assurance and
compliance system, referred to as the Unilever Supplier Qualification
System (“USQS”) or other applicable onboarding platform for
downstream partners and any other non-supplier third parties, and
complete any steps required to achieve compliance under such platform,
including re-registering and updating information related to RS’s
organisation and (at RS’s own cost) any third-party audits as or when
required by Unilever and to rectify any non-compliance identified in such
audits within a timeframe stipulated by Unilever.
B. ABC Requirements:
(i) Without limiting any of the RPP Requirements, RS represents and

undertakes that:
(a) At the date of the entering into force of the Agreement, RS, RS’s
directors, officers or employees have not offered, promised, given,
authorized, solicited or accepted any undue pecuniary or other
undue advantage of any kind (or implied that they will or might do
any such thing at any time in the future) in any way connected
with the Agreement and that RS have taken reasonable measures
to prevent subcontractors, agents or any other third parties
subject to RS’s control or determining influence, from doing so.
(b) At all times in connection with and throughout the course of the
Agreement and thereafter, RS will comply with, and that RS will
Page 27 of 33
take reasonable measures to ensure that RS’s subcontractors,
agents or other third parties subject to RS’s control or determining
influence, will comply with Part I of the ICC Rules on Combating
Corruption 2011, which is hereby incorporated by reference into
the Agreement, as if written out in the Agreement in full.
(c) No payment shall be made by RS, RS’s group affiliated

companies, by subcontractors, agents or other third parties to
anyone for any reason on behalf of or for the benefit of a Unilever
Group company which is not properly and accurately recorded in
RS’s books and records, including the amount, purpose and
recipient, all of which shall be maintained with supporting
documentation.
C. Economic Sanctions Compliance Requirements: The requirements within

(i), (ii) and (iii) here below are the “Economic Sanctions Requirements”:
(i) RS represents and warrants on the date of this Agreement, on the

date of any invoice issued under this Agreement or a related PO, on
each date on which each shipment or delivery of products, services
and/or materials is dispatched and on each date on which any invoice
is settled, that RS is: (1) not named on a governmental asset freezing
or restricted list, including but not limited to: the United Kingdom
Consolidated List of Sanctions Targets, the European Union
Consolidated List of Persons, Groups, and Entities subject to EU
financial sanctions and the United States Specially Designated
Nationals and Blocked Persons List; (2) not organized under the laws
of, or providing services or goods from, a jurisdiction subject to
comprehensive sanctions; and (3) not controlled, or owned (directly or
indirectly) 50% or more in the aggregate, by one or more of any of the
foregoing (together, "Restricted Party"), and (4) has not breached
any Trade Control Laws.
(ii) RS agrees to comply with all applicable Trade Control Laws, including
those relating to the direct or indirect use, diversion, trade, export or
re-export of products, services and/or materials (including any
regulations prohibiting drugs and weapons manufacture). “Trade
Control Laws” means all applicable trade or economic sanctions or
embargoes, controls on the imports, export, re-export, use, sale,
transfer, trade, or otherwise disposal of goods, services or technology,
anti-boycott legislation or similar laws or regulations, rules,
restrictions, licenses, orders or requirements in force from time to time,
or applicable to the use of a currency or a method or route of payment,
as the same may be applicable directly or indirectly to RS or RS’s
value chain. Such laws shall be deemed always to include such laws
or regulations in force at the time within the European Union, the
United Kingdom, the United States of America. Without limiting the
forgoing, in connection with RS’s performance of the contract
documents, RS shall: (1) not transact (directly or indirectly) with a
Restricted Party; and (2) not source (directly or indirectly) any goods
or services from a jurisdiction subject to comprehensive sanctions. For
territories regarded by Unilever as medium or higher risk territories, as
the same are listed from time to time on
https://www.unilever.com/suppliers/terms-and-conditions/, RS agrees
Page 28 of 33
to promptly disclose for medium or higher-risk territories all information
requested reasonably by Unilever in order to verify RS’s compliance
with this paragraph along the entire value chain, so as to verify that no
breach of Trade Control Laws has occurred or is occurring.
(iii) Without limiting other requirements, RS must (at RS’s own cost)
maintain comprehensive, accurate and reliable records of all activities
undertaken to comply with the foregoing Economic Sanctions
Requirements, evidencing in particular RS’s screening of
counterparties and their paying and remitting banks at each stage of
the value chain for the involvement of Restricted Parties. RS shall
promptly alert Unilever to any known potential or apparent violations
of any of the Economic Sanctions Requirements and cooperate in any
investigation or remedial action.
D. Customer Development Honour Code (Unicode):
(i) The RS undertakes that at all times, it will adhere to the Customer
Development Honour Code (Unicode) of the Company or any changes
made there in from time to time by the Company. The following
incidents are cardinal violations under the Unicode of the Company:
(a) Billing to an outlet where delivery does not happen.
(b) Misuse of any scheme / channel program money.
(c) Forward Sales.
(d) Misreporting Outlet Coverage, Number of RSSM or Closing Stock

in Unify.
(e) Allowing any incorrect RS claims.
(f) Breach of Sales & IT policy at the RS point.
A copy of the detailed Unicode is set out as ANNEXURE – B.
E. Breach of RPP, ABC, Economic Sanctions Requirements, or Unicode:
(i) RS shall promptly alert Unilever:
(a) regarding any known potential or apparent violations of any of the

RPP, ABC, Economic Sanctions Requirements or the Unicode,
and cooperate in any investigation thereof and remedial action;
(b) if a public official (or a person who has been a public official within
the previous two years) becomes a significant shareholder (>25%
shareholding), a member of the senior management team,
member of the Board of Director, or key individual in RS’s
company group or in an associated person, including
subcontractors who will be responsible for the provision of goods
/ services to Unilever; and
Page 29 of 33
(c) if, at any point, RS is are unable to meet or comply with one or
more of the requirements of the RPP, ABC, Economic Sanctions
Requirements or the Unicode.
(ii) If any member of RS’s company group fails to meet or comply with one
or more of the requirements of the RPP, ABC, Economic Sanctions
Requirements or the Unicode, then where Unilever considers that such a
breach can be remediated, RS shall take all further steps as reasonably
stipulated by Unilever to remedy the breach, including the implementation
of adequate procedures so that no such breach will occur again.
(iii) If Unilever has a reasonable basis to believe that a member of RS’s

company group or any subcontractor of the same is not in compliance
with or does not meet one or more of the requirements of the RPP, ABC,
Economic Sanctions Requirements or the Unicode, or where concerns
arising out of a confirmed breach are material and the breach cannot be
or is not remedied in accordance with the requirements set out above,
then Unilever shall have the right, exercisable at Unilever’s sole
discretion:
(a) to suspend by notice, without Unilever Group company liability

arising, immediately any and all services and payments under any
purchase order and/or this Agreement; and/or
(b) to terminate without Unilever Group company liability arising,

immediately on notice any purchase order and/or this Agreement.
(iv) Without limiting the rights under this clause, any breach of the RPP, ABC,
Economic Sanctions Requirements or the Unicode shall be rectified by
RS at RS’s own cost within the timeframe stipulated by Unilever and shall
be prevented from re-occurrence.
(v) RS agrees to indemnify and hold each Unilever Group company and their
officers harmless against all costs, claims, damages and expenses which
Unilever Group companies or their contractors may be liable for or suffer,
including fines and costs of defence, and settlements payable to an entity
or person, due to any alleged or actual failure by RS or RS’s company
group to comply with or failure to meet one or more of the RPP, ABC,
Economic Sanctions Requirements or the Unicode.
F. Update of RPP, ABC, Economic Sanctions Requirements or the

Unicode:
(i) Unilever may from time to time amend and update the RPP, ABC,
Economic Sanctions Requirements and the Unicode, and shall inform RS
of such amendments and updates, at no cost to Unilever. If RS is not then
able to meet one or more of the requirements imposed by the
amendments or updates, then RS must contact Unilever within 8-weeks
of Unilever informing of such amendment or update in order to agree with
Unilever an implementation plan and schedule for such requirements.
Where any failure to meet or failure to comply with RPP, ABC, Economic
Sanctions Requirements or the Unicode leads to a breach of applicable
law by RS, RS must inform Unilever and comply with the requirement and
the applicable law immediately.
Page 30 of 33
Page 31 of 33
ANNEXURE B
CUSTOMER DEVELOPMENT HONOUR CODE (UNICODE)
I understand that that the following incidents are Cardinal Violations under the Honour
Code of HUL Customer Development function.
A. BILLING TO AN OUTLET WHERE DELIVERY DOES NOT HAPPEN

1. I will ensure that no fake outlets are created & reported in the Unify.
2. I will ensure that 100% of billing and delivery happen to outlets at their correct
location.
3. I will ensure that no fake invoices are made to meet ECO targets / Other Metrics.
B. MISUSE OF ANY SCHEME / CHANNEL PROGRAM PAYOUT / OPS. RIGHT MONEY TO

RIGHT OUTLET
1. I will ensure that all the Ops and trade payouts, for example, Grocer Next, Visibility,
QPS, OTPI, STPR, PECOM, PE Others etc. and schemes designed for Shakti
Program and Connected Stores shall be deployed only in the outlets they are
intended for.
2. I will ensure that no Channel payout / Ops are diverted from the intended outlet /
channel to another.
C. FORWARD SALES
1. I will ensure that orders booked and invoiced upto the 20th of the MOC are
delivered within next two scheduled delivery days.
2. For all the Non-GTM customers where the transit time is defined as greater than
1 day, I shall not allow EGIR without physical receipt and acceptance of stocks.
D. MISREPORTING THE OUTLET COVERAGE IN THE SALES BILLING SOFTWARE AND

NUMBER OF RSSM ON THE SALES FORCE MANAGEMENT PORTAL
1. I will ensure that there is no mismatch between the number of RS salesmen
(RSSM) reported in the Sales Force Management system and the RSSM
physically present and reporting at the RS point.
2. I will ensure that Shakti entrepreneurs and their details are reported accurately in
the Sales Billing Software.
E. INCORRECT RS CLAIMS
1. I will ensure that all claims raised by the RS like Damage, shortage & expiry, all
Promotional expenses (others), QPS are accurately submitted with prior approval.
F. BREACH OF ANY SALES & IT POLICY AT THE RS POINT

1. I will ensure that sales are carried out as per the provisions of the RS agreement
and sales policies.
2. I will ensure that my team and I carry out market working as required by company
norms.
3. I will not engage in any financial dealings or take any personal favors of any kind
from the RS or Trade (outlet, Shakti party etc.).
4. I will not share my Log in ID and password with anyone.
Page 32 of 33
5. I will ensure that there is no misuse of any systems or processes of the
Company which could be in violation of the Code.
Page 33 of 33
Cert ificat e of Signat ure
Complet ion
Document details
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Document Name: SO UTH-2023-1153-GT-AP-SO O RYA ENTERPRISES
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History
Docum ent C reated 19 Jul 2023 05.14 PM

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Invitation Sent to ail.com
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m anish.syag@ unilever.com IST(UTC +05:30)
K Surya Narayana 19 Jul 2023 09:51 PM

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Agreement Details

First Party Hindustan Unilever Limited

Second Party SOORYA ENTERPRISES

Stamp Amount 100

K Surya Narayana Manish Syag

HINDUSTAN UNILEVER LIMITED

REDISTRIBUTION STOCKIST AGREEMENT

GENERAL TERMS AND CONDITIONS

This General Terms and Conditions (hereinafter referred to as the “Agreement”)

1. GRANT & RESERVATION

2.2 Nothing in this Agreement shall constitute or be deemed to constitute the RS as

3. REPRESENTATIONS, WARRANTIES & UNDERTAKINGS

(a) It has full power and authority to execute this Agreement;

(d) No filing, registration, recording or other requirement with any person or

The Parties hereby agree and undertake as follows:

4.2. Where the RS is a partnership firm whether registered or unregistered,

5. ROLE & OBLIGATIONS OF COMPANY - RS ENABLEMENT

(b) Securing just and equitable distribution in consistence with maintenance of

6. ROLE & OBLIGATIONS OF RS

The RS agrees, undertakes and covenants that it shall:

6.1. stock all Products;

6.5. ensure that the Products are visible in the market;

6.6. communicate and prominently display all consumer sales promotions;

6.7. attend and report all consumer complaints;

6.13. have responsibility for sales target achievements/perfect stores/field capability

(a) In case of the RS being a partnership firm, a change in the constitution of

7. STANDARD COMMERCIAL TERMS

7.7. To ensure efficient administration of settlement of claims which includes in the

Provided further that the RS acknowledges that in the event of disagreement

(e) The RS is adjudicated as insolvent by a court of law.

9. COMPLIANCE WITH LAWS

10. INTELLECTUAL PROPERTY

10.5. The RS recognizes that Company is the proprietor/registered user/licensed user

11. DATA PROTECTION AND PRIVACY

11.2. Consent for Processing Data and Obligations-

(e) Any queries relating to the abovementioned clauses and/or processing of

(a) There is a breach of personal Data or sensitive personal Data collected,

(b) a complaint or request made relating to the Data by a Data Subject; or

(c) providing any information requested by the Company in connection with

The RS and the Company shall strictly ensure that:

13.1. There is no exchange of Confidential Information (as defined below) of the

13.4. Confidential Information relating to any other redistribution stockist of the

(c) Commercial terms including rebates, discounts, over riders etc.

(d) Sales volumes, outputs and capacity

(e) Commercial relationships including negotiations/deals done with other

(f) Category Management data and plans

(g) Costs, profits and inventories

(h) Market share and sales territories

(i) R&D plans

(j) Future promotions and investment schemes

(k) Commercial Strategies including investment plans, advertising strategies

(m) Any information which has been marked as confidential or in restricted

13.6. But shall not include the following:

(b) Historic data (i.e. 12 months old or more);

(a) The RS's alleged negligence, failure or default in complying, whether in

(b) The RS's alleged misleading statements, misrepresentation or deceptive or

(c) modification or alteration made by or on behalf of the RS to any of the

15. LIMITATION OF LIABILITY

Notices under this Agreement shall be deemed to be received: (a) if delivered

This Agreement may be terminated:

19.2. By HUL, with immediate effect in following situations:

(b) In case of the RS being a partnership firm, a change in the constitution of

(f) In the event of RS becoming or being adjudged insolvent, or entering into a