CONVERTOR AGREEMENT

THIS AGREEMENT (the “Agreement”) as of ___________ 2019, by and between 3M INDIA

LIMITED, a Company registered under the Indian Companies Act 1956, having its registered
office at Plot Nos. 48-51, Electronics City, Hosur Road, Bangalore 560 100 (herein after
referred to as ‘3M’) and M/s SUBHAM ASSOCIATES, a Company registered under the
Indian Companies Act 1956, having its registered office at, Plot no - 1318/2671 , BDA Colony,
Kapila Prasad, Bhubaneswar, Odisha, Pin – 751001, (hereinafter referred to as
“CONVERTOR”). 3M and CONVERTOR are collectively referred to as “Parties” and
individually as a “Party”.

1. SCOPE OF AGREEMENT, PRODUCT, PRICES

1.1 3M is in the business of manufacturing and selling various products amongst which
are Traffic Safety Systems products which are proprietary to its parent company, 3M
Company with main offices in St. Paul, Minnesota, USA.

1.2 CONVERTOR is in the business of supplying signage to the Traffic Safety Systems
Signage market.

1.3 3M has agreed to sell various Traffic Safety Systems products, more specifically
described in Exhibit A hereto (the “Products”) to CONVERTOR in the form as
described in Exhibit A. Reflective sheeting products will be supplied for conversion into
signage. Raised Pavement Marker and Median Marker products will be supplied for
installing at the end customers road projects. This shall constitute the entire contract
between 3M and CONVERTOR in respect to the CONVERTOR relationship
established in the following pages. Any supplemental agreements or understandings
shall be in writing signed by 3M and CONVERTOR.

1.4 3M’s appointment of CONVERTOR is not on an exclusive basis.

1.5 During the Term, CONVERTOR agrees to purchase exclusively from 3M, Products to
be used and consumed by it in the production of finished goods for resale by
CONVERTOR.

1.6 Product prices shall be as per 3M’s current Traffic Safety Systems price pages or as
otherwise communicated in writing to CONVERTOR. 3M at any time may revise the
Product prices on not less than thirty days' notice. CONVERTOR shall pay all
3M/distributor’s invoices within the mutually agreed time frame. If CONVERTOR fails
to pay any 3M/distributor’s invoices within the agreed time frame, 3M may terminate
any Purchase Order, suspend any Product deliveries, and/or terminate this Agreement
as set forth in Section 2.3.

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1.7 3M may discontinue making or selling the Product at any time, but shall make all
reasonable endeavors to give CONVERTOR reasonable prior notice thereof.

2. TERM AND TERMINATION

2.1 This Agreement is effective from __________ 2019 (“Effective Date”) and shall
continue for a period of three years. The same shall be renewed on the completion
of the said period for further period of one (1) year unless this Agreement is terminated
earlier under the provisions of Section 2.2.

2.2 The continued relationship between 3M and CONVERTOR is based upon mutual
expectation of growing sales volume, profits and other advantages, as well as the
fulfillment of mutual responsibilities. Notwithstanding Section 2.1, if either 3M or
CONVERTOR believes the expected advantages have not been or cannot be realized,
or that the responsibilities of CONVERTOR are not being fulfilled, either 3M or
CONVERTOR may terminate this Agreement by giving the other thirty (30) days’
written notice of its intent.

2.3 If 3M has reasonable grounds to believe that CONVERTOR has violated or is likely to
violate any provisions of the laws of India or Section 8 of this Agreement or 3M policies,
3M reserves the right to terminate this relationship immediately, without any obligation
to compensate CONVERTOR.

2.4 3M may terminate this Agreement immediately for CONVERTOR’S failure to make
payments as agreed, or for its failure to adhere to 3M’s published instructions and
quality standards. To this end, CONVERTOR agrees to permit 3M reasonable access
to its facilities and samples of its finished graphic production, for the limited purpose of
verifying conformity to 3M’s written standards and instructions.

2.5 Once a termination notice has been given or a termination event occurs, all Products
shall be purchased on a cash-with-order basis. CONVERTOR shall not be relieved of
any unfulfilled obligations existing at the end of the Term. This Agreement governs any
order delivered by CONVERTOR and accepted by 3M after the Term, but such post-
termination orders do not otherwise extend the Term.

2.6 CONVERTOR shall, without recourse to 3M, be fully and solely liable for (a) timely
payment of all taxes, duties, levies, and/or other statutory dues as applicable under
relevant laws in relation to [supply of products or provision of services] under this
Agreement and (b) any consequential demands, penalties, fines, damages etc. arising
as a result of non-compliance to (a) above. It is hereby clarified that 3M shall, in no
manner, be responsible or liable for the CONVERTOR's obligations under this clause.

3. ORDERS, SHIPMENT, PACKAGING

3.1 CONVERTOR shall issue within fourteen days after the Effective Date and prior to the
beginning of each calendar quarter during the term, a rolling three month forecast of
its Product purchases (the "Forecast") and a monthly forecast that shall be a binding
purchase commitment by CONVERTOR.

3.2 CONVERTOR shall purchase Products by delivering to 3M purchase orders (an

"Order") that conform to the Forecast (as defined in Section 3.1). No Order may be
cancelled or modified in any manner without prior written consent. This agreement
shall take precedence over any inconsistent wording in either party’s purchase orders
or general terms and conditions of sale. CONVERTOR’S account shall be kept in

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 compliance with 3M’s current credit terms to guarantee no delays in shipment.

3.3 CONVERTOR shall be responsible for all packaging, sale, storage and other services
regarding the Product, including any directions for use of the Product for
CONVERTOR’S customers. CONVERTOR shall ensure packaging complies with all
applicable laws and regulations and that other than as provided in Section 5, such
packaging makes no reference to 3M without 3M’s prior written approval.

4. RESPONSIBILITIES OF PARTIES

4.1 Responsibilities of 3M:

(a) To co-ordinate the supply of Product to CONVERTOR.

(b) To make available to CONVERTOR 3M Technical Support personnel to provide

assistance for trouble-shooting, and quality associated issues.

(c) 3M will take reasonable efforts to create market awareness and to promote the benefits
of 3M Traffic Safety Systems Division Products.

(d) 3M shall provide the relevant warranty certificates for all its products where ever
applicable.

4.2 Responsibilities of CONVERTOR:

(a) CONVERTOR agrees to follow 3M prescribed instructions and quality standards for
fabrication, application, processing, storage and removal of 3M Traffic Safety Systems
products using all current and newly introduced methods.

(b) CONVERTOR agrees to continuously throughout the Term of this Agreement meet all
of the required materials, systems, software and environmental conditions as
described in the 3M Product and Instruction Bulletins.

(c) CONVERTOR agrees to maintain 3M standards and specifications issued to

CONVERTOR under this Agreement. Should these standards be varied in the future
CONVERTOR shall return superseded standards and specifications and retain revised
documentation on issue.

(d) CONVERTOR shall be responsible for any wastage in the conversion process, the
quality of converted product, and all liabilities associated with its conversion into
finished goods, subject always to the provisions of this Agreement.

(e) CONVERTOR warrants that it has all application, equipment, storage and handling
facilities and/or screen processing equipment approved by 3M Technical Services
Department and shall ensure that properly trained personnel are assigned to supervise
and operate the manufacturing process.
(f) CONVERTOR shall not replace Products with substitutes where a customer is
currently using 3M Products.

(g) CONVERTOR shall allow the sales, marketing, technical and production personnel to
be trained audited and evaluated by 3M through scheduled or surprise visits.

(h) CONVERTOR shall identify potential clients requiring 3M Products for their road
safety needs.

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(i) CONVERTOR shall actively promote and sell 3M products to clients identified and
referred by 3M.

(j) CONVERTOR shall maintain sufficient level of materials inventory to meet predicted
requirements.

(k) CONVERTOR shall provide project proposals and sales quotations to End-User
specifying the appropriate 3M products on the intended usage.

(l) CONVERTOR shall maintain specifications issued to CONVERTOR by End-User and

provide them with mock-up samples as and when required.

(n) CONVERTOR shall monitor and report to 3M, competitive activities such as competitor
promotions, affiliations, distributors, integrator-contractors, brokers, agents and allies
and submit recommendations on appropriate strategies in response thereto.

(o) CONVERTOR shall participate with 3M on joint sales calls for meetings, presentations,
suppliers’ forums, site inspections, project biddings and other related activities.

(p) CONVERTOR shall provide quality service and on-time delivery to End Users and
clients.

(q) CONVERTOR shall refer to 3M all issues concerning product performance, warranty,
pricing, sales support tools and any material where 3M could provide the expertise.

(r) CONVERTOR shall participate in trade shows, exhibitions, industry meetings and
other related activities that shall promote 3M products and company services.

(s) CONVERTOR shall provide updated information to clients on 3M's product features,
advantages and benefits.

(t) CONVERTOR shall assure clients that the fabrication process and final signage
manufactured are environment-friendly and proper disposal procedures are being
followed and observed.

(u) CONVERTOR shall open to 3M, the equipment, machinery and facilities where 3M
products are used, for scheduled audits, checks and inspections.

(v) CONVERTOR shall provide timely information and maintain open communication with
3M specifically related to customer feedback and market trends.

(w) CONVERTOR shall actively assist 3M in developing new accounts, managing current
accounts and activating past accounts previously served by 3M.

(x) In the case of replacement of finished Traffic Safety System product, the
CONVERTOR shall bear conversion and reinstallation cost excluding the material
costs for which the 3M warranty is applicable.

4.3 CONVERTOR’S Responsibilities to End-Users:

(a) CONVERTOR shall establish a business relationship with key End-Users, set
appointments and special product presentations to be conducted by 3M.

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(b) CONVERTOR shall maintain standards and specifications issued to CONVERTOR by
the End-User.

(c) CONVERTOR shall follow-up with key decision makers to pursue potential projects
and allocate budget for 3M materials.

(d) CONVERTOR shall work hand-in-hand with 3M in specifying the use of 3M products
with End Users.

(e) CONVERTOR shall be present on the actual rollout and implementation of the
project.

5. USE OF 3M’S TRADEMARKS AND CORPORATE LOGO

5.1 3M grants CONVERTOR the limited permission to use 3M's trademarks and corporate
logo during the term of this Agreement subject to the terms and conditions stated in
this Section 5.

5.2 CONVERTOR may refer itself as an “Authorized 3M Traffic Safety Systems

CONVERTOR” of products to which this Agreement relates to and to that extent may
use 3M's corporate logo to designate the specific Products it converts. Use of the 3M
corporate logo, shall always be accompanied by an appropriate modifying term and be
pre-approved by 3M. It shall not be used in any manner in which it implies that
CONVERTOR is part of 3M.

5.3 CONVERTOR’S use of 3M's trademarks and corporate logo shall comply with the
usage guidelines stated in 3M’s Corporate Identity Standards. 3M Corporate Identity
Standards are available on-line via the Internet at http://www.3M.com/identity or a copy
of the guidelines is available from 3M on request. CONVERTOR is encouraged to
secure prior written approval from 3M before using a 3M on request. CONVERTOR is
encouraged to secure prior written approval before using a 3M trademark or 3M’s
corporate logo.

5.4 CONVERTOR shall not register, purchase or directly or indirectly use or control a
domain name (including all levels of domain names and sub-domain names and
anywhere in the computer address) containing any 3M trade name, logo, trademark,
or anything similar (“Infringing Domains”) and shall ensure that its employees and
agents comply with this prohibition. CONVERTOR shall immediately transfer to 3M at
CONVERTOR’S sole expense, any Infringing Domains obtained or controlled by
CONVERTOR, its employees, or agents prior to or after the effective date of this
Agreement. CONVERTOR shall not use any 3M trade name, logo, trademark or
anything similar without 3M’s prior written consent in any electronic media, including
but not limited to use in an Internet meta name, path name, e-mail address or banner.
CONVERTOR agrees that any breach of this paragraph constitutes infringement and
dilution of 3M’s trademark rights and shall cause irreparable injury to 3M.

5.5 If CONVERTOR misuses a 3M trademark or 3M's corporate logo, 3M shall have the
immediate right to terminate this Agreement or revoke the permission to use 3M's
trademarks and corporate logo granted to CONVERTOR under this Agreement.

6. LIMITED WARRANTY AND REMEDIES

6.1 All 3M TSSD products are warranted and subject to the limited remedies as stated in
3M’s current Warranty Certificate & product and instruction bulletins.

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 It is agreed and understood between the parties that the terms and conditions
stipulated in 3M  warranty Certificate shall form part and parcel of this agreement
and shall be binding on the parties in the same manner.

CONVERTOR is authorized on behalf of 3M, to pass on to the end purchasers the 3M

 Warranty only. No other warranty certificate shall be applicable. If CONVERTOR
offers express or implied warranties or remedies which differ from those stated above,
CONVERTOR agrees to assume full responsibility for all liability, loss, cost and
expense arising out of, or in connection with, the different warranties and / or remedies
offered by CONVERTOR.

The 3M Warranty Certificate issued to end customer shall be valid only if they are
approved by the authorized person at 3M representing the Traffic Safety System
Division of India.

3M retains the exclusive right to amend or alter any or all of the clauses of the 3M
warranty document.

6.2 3M warrant that each Product shall conform to the Product Specifications at time of
shipment. If a Product is proved to not conform to the Product Specifications, then
Converter’s exclusive remedy and 3M's sole obligation shall be, at 3M's option, to
replace such quantity of such Product that is proved to be defective or to refund the
purchase price of such quantity and make good any damages suffered by
CONVERTOR due to failure of CONVERTOR to produce the Combined Product to the
satisfaction of End-User as a result of the defective or incorrect Product shipped by
3M.

THE FOREGOING WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING OUT OF
A COURSE OF DEALING, A CUSTOM OR USAGE OF TRADE. CONVERTOR IS
RESPONSIBLE FOR DETERMINING IF THE PRODUCT FITS CONVERTOR’S
PARTICULAR PURPOSE AND IS SUITABLE FOR CONVERTOR’S PRODUCTION
METHODS. 3M shall have no obligations under this warranty with respect to any
Product that has been modified or damaged through vandalism, misuse, abuse,
accident, neglect, or mishandling by anyone other than 3M. If any product supplied by
CONVERTOR in accordance with this Agreement does not comply with 3M’s Product
Specifications due to some default on the part of CONVERTOR then CONVERTOR
shall be responsible for the replacement of such products at no further charge to the
purchaser.

6.3 CONVERTOR IS RESPONSIBLE FOR DETERMINING IF THE PRODUCT IS FIT

FOR CONVERTOR'S PARTICULAR PURPOSE. CONVERTOR agrees to promptly
inspect all shipments of Products and to promptly notify 3M in writing of any Product
not conforming to the Product Specifications. Any Product not rejected by
CONVERTOR within sixty days after receipt for failure to conform to the Product
Specifications shall be deemed to have been accepted.

6.4 If CONVERTOR makes any express or implied warranties regarding the Product,
CONVERTOR hereby indemnifies 3M, its officers, directors, employees, affiliates and
agents for all claims, costs and damages that may be incurred by 3M or such other
parties in any way related to any alleged express or implied warranties by

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 CONVERTOR that differ from that set forth above.

6.5 CONVERTOR and 3M each recognize that there are risks associated with their
respective businesses, including, but not limited to, those risks associated with the
manufacture and sale. EXCEPT FOR THOSE INDEMNIFICATIONS AND/OR
DAMAGES SPECIFICALLY PERMITTED BY THIS AGREEMENT AND FOR THE
MATTERS DESCRIBED IN SECTIONS 6 AND 7, NEITHER PARTY SHALL, UNDER
ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFITS) RESULTING FROM OR IN ANY WAY RELATED TO THE
PRODUCT, THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT.
THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY
UNDER WHICH SUCH DAMAGES ARE SOUGHT INCLUDING BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR
ANY OTHER LEGAL OR EQUITABLE THEORY.

7. CONFIDENTIALITY

7.1 CONVERTOR acknowledges that, during the Term, it shall receive information not
generally known to the public about the way in which 3M develops, designs, produces
or sells Products, or about the way which 3M conducts its business including, but not
limited to, information related to Products and specifications, and about 3M’s markets,
customers and sales (“3M Confidential Information”).

CONVERTOR also acknowledges this Agreement’s terms are 3M Confidential

Information and cannot be used, duplicated or modified for use elsewhere in other
operations or facilities without prior endorsement from 3M. CONVERTOR shall keep
secret all 3M Confidential Information and use such care as CONVERTOR uses in
maintaining the confidentiality of its own secret information, but no less than a
reasonable degree of care. CONVERTOR shall use 3M Confidential Information only
to the extent necessary to perform its obligations under this Agreement. CONVERTOR
agrees not to analyze the composition or structure of the Product or any other materials
delivered by 3M to CONVERTOR, except with 3M’s prior written consent.

7.2 Converter’s confidentiality obligation under Section 7.1 above shall not apply to the
extent that any such information is: (a) known to CONVERTOR prior to receipt of the
same from 3M, as shown by its written records; or (b) disclosed in published form now
or in the future in any publication; or (c) becomes available to CONVERTOR from any
other source without breach of agreement or violation of law; or (d) released by 3M in
writing from such confidentiality obligation. The onus of proof shall be on
CONVERTOR to establish that one or more of the exceptions referred to above has
application.

8. COMPLIANCE

For purpose of this Article: (a) all rights of 3M and all obligations (including all
covenants, warranties and representations) owed to 3M will also inure to the benefit of
all 3M affiliates, including, without limitation, all parent, subsidiary and other related
entities; and (b) all references to “Company” will mean the non-3M party or parties
signing this Agreement.

8. 1 Compliance with Laws & Policies

8.1.1 Compliance. Company represents, warrants and covenants that Company and its
affiliates, owners, officers, directors, employees, agents, subcontractors, consultants,

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 and representatives (collectively referred to as “Representatives”) will perform all of
Company’s obligations under this Agreement in compliance with all local, state,
national, and international statutes, rulings, regulations, ordinances, and governmental
directives, including, without limitation, those pertaining to anti-bribery (example: U.S.
Foreign Corrupt Practices Act, U.K. Bribery Act), money laundering, competition,
regulation of trade, the environment, transportation, safety, health, and employment
(collectively referred to as "Laws") that apply to 3M, Company, either party’s business,
and the 3M products and/or services to which this Agreement relate. Company further
represents and warrants that neither it nor its Representatives will take any action that
might cause 3M to violate any Law. Company will advise 3M immediately if it learns,
or has any reason to know, of (i) any violation of any Law by Company or its
Representatives that occurred or may have occurred in performing Company’s
obligations under this Agreement or (ii) any failure of Company or any of its
Representatives to comply with Company’s obligations under this Article

8.1.2 Due Diligence. Company represents and warrants that any statements and other
information provided by Company’s officers, directors and employees during 3M’s due
diligence assessment of Company’s compliance history and practices, whether
provided to 3M or to one of 3M’s Representatives, were accurate on this Agreement’s
effective date.

8.1.3 Compliance Awareness and Training. Company ensures that Company and its
Representatives involved in the performance of Company’s obligations under this
Agreement are knowledgeable about what is permissible and prohibited conduct under
this Article. If requested by 3M or the Company, Company and its Representatives will
receive specific training.

8.1.4 Compliance Investigation. During this Agreement’s term and for so long as 3M is
subject to liability under an applicable statute of limitations period, 3M shall have the
right to conduct an investigation into whether any such non-compliance has occurred
and Company will assure that Company and its Representatives cooperate with any
investigation by 3M or its Representatives, including making available, upon the
request of 3M or its Representatives, any of Company’s and its Representatives’
pertinent assets, books, accounts and records (“Records”), as well as interviews of
their personnel.

In addition, during this Agreement’s term, if 3M has reason to believe that Company
and/or any of its Representatives may not be in compliance with their obligations in
this Article, then 3M will, in addition to all other available remedies including its
termination rights, have the right, at 3M’s sole discretion, to suspend its performance
under this Agreement until confirmation that no breach has occurred. 3M will not be
liable to Company and/or any of its Representatives for any claims, losses or damages
related to that suspension.

8.1.5 Compliance Audit. As part of 3M’s own efforts to ensure its business operations are
conducted in compliance with the Laws, during this Agreement’s term and for three
years thereafter, 3M may choose to conduct audit(s) of Company’s compliance with its
obligations under this Article. Company will cooperate in any such audit(s) by 3M or
its Representatives, including review of Company’s and its Representatives’ Records
that relate to Company’s obligations under this Agreement, and interviews of their
personnel. 3M will incur the cost of any audits under this “Compliance Audit” provision
and determine, in its sole discretion, the scope, method, nature and duration of an
audit.

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8.2 Anti-Bribery

8.2.1 Prohibited Payment.

(i) The Parties intend that no Prohibited Payment (as that term is defined below) will be
made with the purpose or effect of accepting or acquiescing in, public or commercial
bribery, extortion, kickbacks, money laundering or other unlawful or improper means
of obtaining, directing or retaining business. Accordingly, without regard to what any
local law may permit or prohibit, Company represents, warrants and covenants that
Company and its Representatives have not made, and will not make, authorize, or
offer to make, in connection with this Agreement or any other business transaction
involving 3M, either directly or indirectly, for the purpose of obtaining, retaining or
directing business or securing any improper advantage in connection with this
Agreement or any other business transaction relating to 3M, any loan, gift, donation or
payment, or transfer of any other thing of value (collectively referred to as a “Prohibited
Payment”) to any person or entity, including but not limited to: (a) a “Government
Official” (as defined below) or for the benefit of any Government Official; (b) any family
member of a Government Official; (c) any officer, director, employee or representative
of 3M, an anticipated or current 3M customer, or any affiliate of either, for that person’s
personal benefit.

(ii) This Section 8.2.1 will not prohibit modest business entertainment and gifts, provided
those are: (a) lawful; (b) reasonable in the applicable industry, appropriate to the
occasion, and directly related to 3M’s business; and (c) accurately and completely
described in Company’s Records.

8.2.2 Government Official. “Government Official” means: (a) any employee or officer of a
government, including, without limitation, any federal, regional or local department,
agency or instrumentality of a government, or an enterprise owned or controlled, even
in part, by a government; (b) any political party or any official or employee of a political
party; (c) any official or employee of a public international organization (such as the
World Bank or United Nations); (d) any candidate for political office; and (e) any person
acting in an official capacity for, or on behalf of, any entity identified in subparts (a) (b),
(c) and (d).

Company represents, warrants, and covenants that during this Agreement’s term no
owner, partner, officer, director, Key Employee (as that term is defined below), agent,
subcontractor, consultant, or representative of Company, or any family member of any
of them, (i) is a Government Official, (ii) has a direct business relationship with a
Government Official, (iii) will become a Government Official, or (iv) will enter into a
direct business relationship with a Government Official, in each case, who could
influence a decision or action related to the purchase, prescription, or use of a 3M
product or 3M service, or to any other governmental action that would benefit 3M's
business. A “Key Employee” is any Company employee who has a position with
decision-making authority in respect of Company’s relationship with 3M under this
Agreement or the 3M products and/or services to which this Agreement relates.

8.2.3 Company Agents. Company may use a third party Representative (collectively
referred to as “Agents”) only with 3M’s prior written consent, which will be conditioned,
among other things, on (i) Company’s assistance in conducting 3M’s due

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 diligence/integrity assessment to verify the proposed Agent’s identity, qualifications,
ethical nature, compensation to be paid, services to be performed, and other relevant
information (“Due Diligence”), or (ii) Company conducting its own Due Diligence
process on a potential Agent, which process is substantially similar to 3M’s process,
the results of which are provided to 3M upon request, and 3M thereafter satisfies itself
that the Due Diligence is adequate. If 3M consents to use of an Agent, Company will
obtain Agent’s written agreement to comply with all obligations in this Article, including,
without limitation, granting the 3M investigation and audit rights set forth in Sections
8.1.4 and 8.1.5.

8.2.4 Company Records. Company will maintain Records that accurately, fairly, and in
reasonable detail, reflect all transactions and disposition of funds under this Agreement
for the time period stated in Section 8.1.4 above. Company will maintain a system of
internal financial and accounting controls and procedures sufficient to provide
reasonable assurances that transactions and disposition of funds are properly
recorded and authorized.

8.2.5 Compliance Certification. Whenever requested by 3M, Company will sign and deliver
to 3M a Compliance Certification in the form of the attached Schedule B (the
“Compliance Certification”) to confirm Company’s compliance with this Article.

8.3 General Obligations

8.3.1 Ongoing Obligations. Company covenants that: (a) all representations and warranties
in this Article will remain true and accurate during this Agreement’s term; and (b)
Company will immediately notify 3M if there is any change in Company’s control or
ownership.

8.3.2 Disclosure. 3M may disclose this Agreement’s existence and terms at any time to a
third party that 3M determines has a legitimate need to know that information.

8.3.3 Termination. 3M may terminate this Agreement (a) immediately upon written notice of
a breach by Company or its Representatives of any of their obligations under this
Article, or (b) without cause, provided that written notice is given at least thirty (30)
days before the effective date of termination.

9. INSURANCE, INDEMNIFICATION

9.1 During the Term, CONVERTOR hereby warrants that it shall maintain, at its own expense,
adequate Commercial General Liability, including the following matters: premises-
operations, products and completed operations, and contractual liability

9.2 CONVERTOR shall indemnify, defend and hold harmless 3M, its successors, assigns,
officers, directors, employees, and agents (the “Indemnified Parties”) from any claim,
liability, loss, damage, lien, judgment, expense and cost including reasonable
attorneys’ fees and other litigation expenses (collectively referred to as “Loss”) with
respect to all claims by third parties (including, without limitation, any person near any
of Converter’s facilities, Converter’s employees, and the employees of Converter’s
subcontractors or agents) related to Converter’s sale of the Product, except if proved
to be solely and directly caused by 3M’s negligence.

10. DISPUTE RESOLUTION

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10.1 Any claim or dispute arising from, or relating to, a Product or this Agreement will be:
(a) governed by the laws of the Republic of India, without regard to its conflicts of law
provisions; and (b) resolved only by the sequential methods outlined in this Dispute
Resolution Section. First, the Parties will meet at mutually agreed time(s) and
location(s) to resolve in good faith any claim or dispute, after a Party's written
negotiation request.

10.2 Without prejudice to the provisions hereof, in the event of any dispute, difference,
conflict or question arising between the Parties hereto relating to or concerning or
arising out of this Agreement is not resolved within sixty days after that request, then,
the aggrieved Party shall give the other notice in writing of the existence of such
dispute and the parties shall proceed to resolve such matter by arbitration. The
arbitration proceedings shall be in accordance with the provisions of the Arbitration &
Conciliation Act 1996 and any other statutory amendments or modifications thereof.
The arbitration shall be conducted by a sole arbitrator who shall be appointed with the
mutual consent of both the Parties. The arbitration proceedings shall be held in
Bangalore. All negotiations will be conducted in English and all documents, including
this Agreement, will be written in English. The Arbitrator shall have summary powers
and he shall be bound to give reasons for his holdings. The decision of the Arbitrator
shall be final and binding on both the parties.

11. GENERAL PROVISIONS

11.1 The Parties are not partners, and neither Party shall have any authority to obligate, or
to otherwise act as agent for, the other Party for any purpose. CONVERTOR is an
independent contractor.

11.2 CONVERTOR shall not assign any of its rights or obligations under this Agreement
without 3M's prior written approval or such assignment.

11.3 Neither Party shall be responsible for the delay in its performance of any obligation under
this Agreement, except failure to pay any amount due, caused by acts of God, legal
restrictions, or any other similar conditions beyond the control and without the fault of
such Party.

11.4 All notices, which are required or permitted in this Agreement, shall be sufficient if
given in writing and delivered personally (including via any nationally recognized
courier service) or by registered post, to the address stated in this Agreement or to the
registered office of the other party. Any Party’s address change shall be promptly
communicated in writing to the other Party.

11.5 This Agreement (including all Exhibits) constitutes the entire agreement between the
Parties relating to the matters set forth herein and supersedes all prior agreements,
whether written or oral, and all other communications between the Parties relating to
the subject matter of this Agreement other than any confidentiality agreement which
the parties may already have signed in relation to the subject matter of this agreement.
No Party has relied on any warranty or other statement not in this Agreement and this
Agreement constitutes the final and complete expression of all terms between the
Parties. No change or modification of this Agreement shall bind the Parties unless it is
a written document executed by the Parties.

11.6 Failure by either Party to require strict performance of this Agreement shall not be a
waiver of a Party's right subsequently to require such strict performance. If any

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 provision of this Agreement shall for any reason, be held invalid, illegal or
unenforceable by a court or tribunal of competent jurisdiction, this Agreement shall be
deemed severable and such invalidity, illegality or un-enforceability shall not affect any
of this Agreement’s other provisions, which shall be enforced in accordance with this
Agreement.

11.7 All representations, warranties, indemnifications, confidentiality and other covenants

contained herein shall survive the end of the Term (regardless of cause) to the full
extent necessary to protect the Party in whose favor they run. This Agreement
allocates the risks of product failure between the Parties, which is reflected in the
Product prices. This Agreement was negotiated between the Parties, each of whom
had the opportunity to consult with legal counsel.

AGREED AND ACCEPTED:

3M INDIA LIMITED CONVERTOR

___________ ______________

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 EXHIBIT A
CONVERTOR AGREEMENT

Product Specifications

(Covers period from ……………. to ………………, 20__)

CONVERTOR Name & Address:

3M Division responsible: TRAFFIC SAFETY SYSTEMS

AUTHORISED PRODUCTS PURCHASE TARGETS PRIMARY AREA OF

(Refer price list ) Rs. per Quarter RESPONSIBILITY
(Market or Geographical)

S.No Product Description Unit

IV Conspicuity Roll

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 Exhibit B
Compliance Certification

[ON THE LETTERHEAD OF THE CONVERTOR]

______________________ [INSERT NAME], a duly authorized officer of ______________

(“Company”), hereby certifies, on the Company’s behalf, that Company and its affiliates,
owners, officers, directors, employees, agents, subcontractors, and representatives have not
made, agreed to make, offered to make any loan, gift, donation or payment, or transfer of any
other thing of value (collectively referred to as a “Prohibited Payment”) in connection with any
business transaction involving 3M, either directly or indirectly, to: (a) or for the benefit of a
“Government Official” (as defined below); (b) any family member of a Government Official; (c)
any officer, director, employee or representative of 3M, an anticipated or current 3M customer,
or any affiliate of either, for that person’s personal benefit; or (d) any other person or entity if
the Prohibited Payment’s purpose is to influence a decision or action related to the purchase,
prescription, or use of a 3M product or 3M service.

“Government Official” means: (a) any employee or officer of a government, including, without
limitation, any federal, regional or local department, agency or instrumentality of a government,
or an enterprise owned or controlled, even in part, by a government; (b) any official or
employee of a political party; (c) any official or employee of a public international organization
(such as the World Bank or United Nations); (d) any person acting in an official capacity for,
or on behalf of, any entity or person identified in subparts (a) (b) and (c); and (e) any candidate
for political office.

The Company also confirms that:

(1) Company will immediately notify 3M if Company makes or learns of any Prohibited
Payment or if there is any change in the Company’s ownership or control.

(2) All statements and other information provided by Company’s officers, directors and
employees during 3M’s due diligence assessment of Company’s compliance history
and practices remain accurate today [except as follows: ______________________
__________________________________________________________________].

(3) No owner, partner, officer, director or employee of Company or of any Company

affiliate is a Government Official, and no family member of any of those individuals is
a Government Official.

By : _________________

Name : _________________

Title : __________________

Date : __________________

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