AUTHORISED CHANNEL PARTNER

AGREEMENT

CHANDANA CORPORATION – AVERA

STATE TERRITORY
 AUTHORISED CHANNEL PARTNER AGREEMENT

This Authorized CHANNEL PARTNER Agreement (“Agreement”) is entered into at Vijayawada,

Andhra Pradesh, on this the........... Day of ………20 (Valid till……………………….)

BY AND BETWEEN

CHANDANA CORPORATION -AVERA, having its Registered Office at 2B, 40-15/2-19,

BRUNDHAVAN COLONY NEAR CHANDANA GRAND VIJAYAWADA-520010 (hereinafter referred
to as the “Company”, which expression shall, unless repugnant to the context, mean and include its
successors-in-interest and assigns of the One Part.

AND

*M/s ECO ELECTRIC MOTOCORP with GST No:37AAIFE0157E1ZP a partnership firm having its
principal Place Of business 3-64,SUB STATION,CHITYALA,WEST GODAVARI,ANDHRA
PRADESH,534316 and having the persons detailed in Annexure 1 as its Partners (hereinafter
referred to as “ACP” which expression shall unless otherwise repugnant to the context of meaning
thereof mean and include the survivor/ or survivors of them, heirs and legal representatives,
executors, administrators as the case may be, and the partners for the time being of the firm and the
successors of the said firm) of the Second Part.

WHEREAS –
 a. The Company is a manufacturer of various models of powered two-wheelers and
spare parts, accessories and components for the same.
b. *The ACP has approached the Company seeking to be appointed as the Authorized
CHANNEL PARTNER representing that (a) it has business interest and competent to
perform the obligations as mutually agreed, and interested to invest in its business
and willing to take the appointment as Authorized CHANNEL PARTNER; (b) it has
financial capabilities to invest in its business without making any claim or recourse
to the Company at a later date in respect of its investment; and (c) it has duly
fulfilled the conditions specified in the Memorandum of Understanding / Letter of
Intent, and on the basis of such representation, the Company desires to appoint the
ACP as its Authorized CHANNEL PARTNER, on the terms and subject to the
conditions contained herein.
c. The ACP has approached the Company seeking to be reappointed/continued as the
Authorized CHANNEL PARTNER representing and declaring that (a) it has business
interest and competent to perform the obligations as mutually agreed and
interested to invest in its business and willing to take the reappointment as
Authorized CHANNEL PARTNER; (b) it has financial capabilities to invest in its
business without making any claim or recourse to the Company at a later date in
respect of its investment; and (c) it has no claims of whatsoever nature against the
Company for the conduct of its business in the past, and on the basis of such
representation, the Company desires to reappoint the ACP as its Authorized
CHANNEL PARTNER, on the terms and subject to the conditions contained herein.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, MUTUAL

COVENANTS AND AGREEMENTS SET FORTH HEREIN, THE PARTIES HERETO AGREE
AND THIS AGREEMENT WITNESSES AS FOLLOWS:
CLAUSE 1
DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following expressions
shall have the meanings assigned to them below:
a. ‘Authorized CHANNEL PARTNER' as used in this Agreement means any Person
authorized to sell the Product to customers and service the Product on the terms
and conditions of this Agreement upon purchasing the Products from the
Authorized Main CHANNEL PARTNER(s) and/or Authorized Parts Stockiest(s) but
not authorized to buy the Products directly from the Company. '

b. Authorized Main CHANNEL PARTNER' as used in this Agreement means any person
authorized to act as Authorized Main CHANNEL PARTNER’ under a CHANNEL
PARTNERSHIP Agreement entered into between the Company and such Person.’
 c. Authorized Parts Stockiest’ means any person authorized to sell Spares on the terms
and conditions under an agreement entered into between the Company and such
person.
d. ‘Applicable Laws' mean the Central, State and local laws of India, including the rules,
regulations and guidelines issued by any Indian governmental, regulatory, executive
and judicial and other statutory authorities.
e. ‘Corporate Identity Program’ refers to the corporate identity program of the
Company, as modified and communicated to the ACP from time to time, which
provides for standardization of all Authorized CHANNEL PARTNERs of the Company
who entered into similar such agreements with the Company.
f. CHANNEL PARTNERSHIP Agreement’ means an agreement entered into between
Authorized Main CHANNEL PARTNER and the Company in respect of buying of the
Products directly from the Company for sale and service thereof.
g. ‘Force Majeure’ means any cause beyond the reasonable control, of any of the
parties herein affecting the performance of its obligations hereunder, including but
not limited to fire, flood, explosion, natural calamity, war, civil unrest, strike, act of
God, shortage or non-availability of material, labor, transportation or utility
services, labor disputes or production difficulty at the Company's plant or at the
plant of any of its suppliers, or that arising out of any law, rule, regulation or
Government or statutory policy.
h. ‘Intellectual Property’ means know-how, specifications, ideas, concepts, techniques,
processes, methodologies, designs, patents or any improvements to the same or any
copyrights, trademarks, trade names, logos, trade secrets and all other intellectual
property rights, in relation to the Products, their marketing, sale and service.

i. ‘Person’ includes an individual, corporation, trust, partnership, sole-proprietorship,

society, association or other entity or organization.
j. ‘Premises' refer to the premises procured/ hired by the ACP for carrying out its
obligations under this Agreement, situated at ………………………….
k. ‘Product' means various models of powered two-wheelers manufactured by the
Company including Spares.
l. 'Spares' mean spares required to service the Products manufactured by the
Company including the Lubricant Oil of the Company.
m. ‘Retail Price' means the maximum retail price prescribed by the Company in respect
of each of the Products.

CLAUSE 2
APPOINTMENT OF ACP
2.1 On the terms and subject to the conditions contained herein, the Company hereby
*appoints /reappoints (*strike out whichever is not applicable) the ACP on a non-
exclusive basis, as the ‘Authorized CHANNEL PARTNER’ of the Company for (a)
selling the Products in the manner as set out herein and (b) carrying out effective
after-sales-service and repair of the Products. The ACP hereby accepts such
appointment, and undertakes to fulfill its responsibilities and obligations hereunder.
During the period of this Agreement, ACP shall provide warranty and out-of-
warranty services in relation to the Products irrespective of the source of purchase.
2.2 The ACP shall at all times abide by the service standards stipulated by the Company
from time to time. Customer satisfaction is the essence of the service to be provided
by the ACP. At all times during the currency of this Agreement it shall be obligatory
on the part of the ACP to ensure that customer complaints are attended to promptly,
to the complete satisfaction of the customer.
2.3 In functioning as an Authorized CHANNEL PARTNER of Company, ACP will seek
support and guidance from the Authorized Main CHANNEL PARTNER of the
Company, as the Company, may at any time suggest and with whom the ACP carries
on its business in buying and sale of Products. However, all claims, dispute(s)
between the ACP and such Authorized Main CHANNEL PARTNERs regarding any
transaction between them shall be settled directly by the ACP with such Authorized
Main CHANNEL PARTNER and the Company shall not in any way be held
responsible for the same.
2.4 ACP agrees that the appointment / reappointment, as the case may be, in respect of
sale of Products shall be limited to sale of Products to customers and conditional
upon ACP acting as Authorized CHANNEL PARTNER under this Agreement and in no
event the appointment / reappointment shall confer any rights or interests on ACP
to claim any other status or demand or compel the Company to supply Products
directly to ACP.
2.5 It is incumbent upon ACP to follow instructions/guidance given to it from time to
time and perform its obligations arising out of an Agreement inter-se entered into
between the Authorized Main CHANNEL PARTNER and ACP and/or an Agreement
inter-se entered into between the Authorized Parts Stockiest and ACP, which are not
inconsistent with the terms and conditions, as contained in the CHANNEL
PARTNERSHIP Agreement, relating to sale of Products and/or an Agreement
entered into between the Company and the Authorized Parts Stockiest, as the case
may be, relating to Spares. The Company is not responsible for such transactions
and the Company reserves its rights to terminate this Agreement, if ACP makes any
claim on the Company in that behalf.
2.6 The appointment or reappointment, as the case may be, of ACP as Authorized
CHANNEL PARTNER of the Company shall not confer any right, interests or
privileges on ACP to claim any amounts by whatever name called from the Company
on account of or anything as consequences of, investments made in the showroom
or in the business, during the tenure of this Agreement or thereafter.
 2.7 The Company Authorizes the ACP to sell its Products under the terms and
conditions of this Agreement. In this regard, the Company recommends and
provides 'no objection’ to ACP in obtaining ‘Trade Certificate’ from the statutory
authority as may be required by ACP in carrying on its business as Authorized
CHANNEL PARTNER.

2.8 The Company shall have every right to appoint any other person as Authorized
CHANNEL PARTNER at any point of time and the ACP shall not make any claim
against the Company or restrain the Company from exercising its rights in this
regard.
2.9 The ACP shall not have any right against the Authorized Main CHANNEL PARTNER
when the Authorized Main CHANNEL PARTNER is supplying or distributing
Products to any other Authorized CHANNEL PARTNER.
2.10 The Company shall not be liable to ACP for any claims of whatsoever nature
including but not limited to indirect/consequential loss or damages such as loss of
profit, loss of business, loss of opportunity, loss of investment, etc.
CLAUSE 3
SUPPLY AND STOCK
3.1 The ACP shall place orders, with the Authorized Main CHANNEL PARTNER for the
Products with Authorized Parts Stockiest, as the case may be for Spares. Such
Authorized Main CHANNEL PARTNER and/or Authorized Parts Stockiest will, upon
acceptance of ACP's order, arrange to supply and delivery of the Products/Spares, as
the case may be, subject to availability of stocks with Authorized Main CHANNEL
PARTNER and/or Authorized Parts Stockiest. ACP shall, consistent with the demand
for Products, keep adequate quantities of stock of Products to meet customers’
needs in the course of its business as Authorized CHANNEL PARTNER.
3.2 The Company shall not be responsible for failure or delay in dispatching or
delivering Products by any such Authorized Main CHANNEL PARTNER / Authorized
Parts Stockiest.
3.3 Unless otherwise agreed in writing, ACP shall be responsible for payment of all sums
due and payable to the Authorized Main CHANNEL PARTNER and/or Authorized
Parts Stockiest and for payment of all taxes, duties, levies, fees and other similar
costs arising as a result of or in connection with the transactions contemplated
under this Agreement.
3.4 The Company shall be entitled, at its sole discretion, to change from time to time
(and at any time) the specifications, features, styling and other aspects of the
Products, and to discontinue any model or variant of the Products without advance
notice to the ACP. However, the Company shall intimate such changes to the ACP
from time to time.
 3.5 ACP shall not overcharge or collect prices exceeding the Retail Price as prescribed
by the Company as ‘end customer price’ or ex-showroom price’ or maximum Retail
Price for the Products. However, ACP is entitled to charge and collect price lesser
than the Retail Price.

CLAUSE 4
WARRANTY
4.1 The Company shall from time to time notify the ACP of its warranty policy on the
Products, the obligations of the ACP there under, and the ACP shall comply with the
said policy, both in letter and spirit. The ACP agrees that the only warranty binding
upon the Company with respect to a particular Product manufactured by the
Company shall be the warranty, if any, expressed by the Company in writing, as
applicable uniformly to all buyers of such Product. ACP has no authority to assume
any other warranty obligation or liability whatsoever, without obtaining prior
written consent of the Company, and the Company assumes no liability in respect of
the same. Other than as provided in this Clause, the Company provides no other
warranty on the Products whether express or implied, as to the merchantability or
fitness or otherwise of the Products.
4.2 Any claim under the warranty shall be made in the format prescribed by the
Company and within the time limit prescribed by the Company with the Authorized
Main CHANNEL PARTNER.

CLAUSE 5
PREMISES
5.1 ACP hereby represents and warrants that the Premises complies with the
specifications required by the Company, and that the same is suitable for servicing
the Products manufactured by the Company, to the satisfaction of the Company. ACP
shall maintain the Premises at all times in compliance with the specifications
required by the Company and shall not make any modifications or change the color
scheme thereto without the prior written consent of the Company. ACP shall not
alter the Premises in any manner or shift the Premises without prior written
approval of the Company.

CLAUSE 6
SIGNAGE AND INTERIORS
 6.1 The ACP shall display and maintain in prominent places at the Premises, adequate
signage identifying itself as an Authorized CHANNEL PARTNER of the Company for
the Products. The signage shall be of such specification as specified by the Company
in writing. The ACP shall carry out such alterations to the signage as may be
required by the Company from time to time. Unless specifically agreed by the
Company in writing, the ACP shall not be entitled to claim any amount from the
Company in this regard.
6.2 Notwithstanding anything to the contrary, the ACP shall not use any signage without
the prior approval of the Company.
6.3 The ACP shall strictly adhere to and comply with the Corporate Identity Program as
communicated to the ACP from time to time by the Company.
6.4 Upon termination of this Agreement, the ACP shall discontinue to represent itself as
an Authorized CHANNEL PARTNER of the Company and shall forthwith remove all
signs identifying it as an Authorized CHANNEL PARTNER of the Company, and shall
return to the Company without compensation all signs that may have been loaned
by the Company.
CLAUSE 7
PERSONNEL
7.1 The ACP shall employ such number of trained personnel as may be required for the
purpose of meeting its obligations under this Agreement which shall in any case be
not less than two. The ACP shall ensure that the persons so employed possess
sufficient training, skills and competence in carrying out sale of Products in the
process of sales promotion to Authorized Main CHANNEL PARTNERs, in carrying
out repairs, replacement and after-sales-service of Products as per the requirements
of the Company intimated to the ACP from time to time.
7.2 ACP will have complete control over the conduct of personnel employed by it. The
said personnel shall be courteous to the customers. On receipt of any reports of
improper behavior by the personnel of ACP, the ACP shall initiate such action to
improve the conduct of its personnel. Failure to initiate any action for improving the
conduct of its personnel towards customers shall be a sufficient reason for
considering termination of this Agreement.
7.3 The ACP and the personnel/workmen employed by the ACP shall not be construed
as employees of the Company for any purpose whatsoever. ACP shall remain
responsible for all obligations under various labor laws including benefits, dues,
statutory compliance, safety and security of its employees, and Company shall not at
any time be held responsible or liable under any circumstances whatsoever for the
same. The ACP shall indemnify and keep indemnified the Company against all losses
suffered by the Company due to any such violation or breach by ACP.
 7.4 The ACP shall, as and when required by the Authorized Main CHANNEL PARTNER
or the Company, depute its personnel for the purpose of receiving training on all or
any aspects pertaining to the Products.

CLAUSE 8
INTELLECTUAL PROPERTY
8.1 The ACP acknowledges that the Intellectual Property in the Products belongs to and
is owned solely by the Company, and all ownership/rights/interest in the said
Intellectual Property shall at all times vest with the Company and ACP shall not have
any rights, title or interest over the same. The said Intellectual Property shall be
used strictly in accordance with the instructions issued by Company. The ACP shall
be entitled to use the said Intellectual Property of Company only during the tenure
of this Agreement. Upon the termination of this Agreement for any reason
whatsoever, the ACP shall forthwith discontinue the use, directly or indirectly, of all
Intellectual Property.
8.2 The ACP shall forthwith inform the Company of any infringement of the Intellectual
Property by any Person, as and when the ACP acquires any knowledge of the same.

CLAUSE 9
.1 OBLIGATION OF THE ACP TOWARDS SALES OF PRODUCTS.
a. ACP shall follow the instructions, bulletins, circulars, and schemes given from
time to time either by the Company or the Authorized Main CHANNEL
PARTNERs for the promotion of sale of Products.
b. ACP shall not make any alterations or change specifications or modifications
on the Products manufactured by the Company
c. ACP shall not sell the Products to any customer at a price exceeding the
recommended or prescribed/suggested Retail Prices; however ACP has every
right to sell the Products to any customer at a price below the said Retail
Prices.
d. ACP shall comply with all applicable laws of India while performing the
obligations and acting as Authorized CHANNEL PARTNER of the Company
under or pursuant to this Agreement. Any non-compliance or contravention
 of law will be a material breach of this Agreement and the Company reserves
its rights to terminate this Agreement.
e. ACP shall not indulge in activities, which are contrary to the business interest
of the Company or the Authorized Main CHANNEL PARTNER while carrying
out the activities in or in relation to its business.
f. ACP shall settle the dues to the Company within the due dates as informed to
it/him.
g. ACP shall not make any claims of whatsoever nature against the Company or
Authorized Main CHANNEL PARTNER for any loss or damages suffered or
likely to be suffered by ACP while acting as Authorized CHANNEL PARTNER
which includes but not limited to any claim of consequential loss or damages,
indirect loss or damages such as loss of profit, loss of business, loss of
h. Investments, etc.
i. ACP shall reconcile and confirm the accounts with the Company and/or with
the Authorized Main CHANNEL PARTNER/Authorized Parts Stockiest, as the
case may be, every year or at such periodical intervals; the confirmation of
accounts shall be the conclusive proof of settlement of all claims of
whatsoever. Other than the settlements, ACP shall not make any claims at a
later date for the period in which ACP has settled its/his accounts with the
Company and/or with the Authorized Main CHANNEL PARTNER/ Authorized
Parts Stockiest, as the case may be.
9.2 OBLIGATION OF THE ACP TOWARDS SERVICE
a. For servicing Products covered under warranty, ACP shall be reimbursed by
the Authorized Main CHANNEL PARTNER or by the Company, such amounts
in accordance with the rates stipulated by the Company from time to time.
The rights of ACP in claiming reimbursement from the Company shall be
subject to the terms and conditions of this Agreement. Reimbursement of
warranty or free service charges shall not confer any general or special rights
or interests on ACP to claim or demand or compel the Company to
supply/sell the Products to ACP or alter the status, other than as ACP, as
contemplated in this Agreement.
b. During the period of this Agreement, ACP shall provide warranty and out-of-
warranty services in relation to the Products in the Territory irrespective of
the source of purchase.
c. The ACP shall at all times abide by the service standards stipulated by the
Company from time to time. '
d. The ACP shall provide free service in respect of the Products covered under
warranty irrespective of the source of purchase of the Product.
e. In respect of Products not covered under the warranty, ACP shall charge the
customer only the recommended labor charges fixed by Company from time
to time. However, the ACP shall be at liberty to charge the customer less than
the recommended labor charges.
f. Customer satisfaction is the essence of the service to be provided by ACP. At
all times during the currency of this Agreement it shall be obligatory on the
part of the ACP to ensure that customer complaints are attended promptly to
the complete satisfaction of the customer. Frequent failure to provide
prompt and efficient services to customers shall be treated as a material
breach of the terms of this Agreement.

g. The ACP shall forthwith inform the Authorized Main CHANNEL PARTNER of
all complaints received in respect of the Products, including those in respect
of their sale and service.
h. The ACP shall procure, use and maintain necessary tools and other
equipments directed by the Company from time to time in meeting the
norms/guidelines/specifications/standards prescribed by Company in this
regard.

i. The ACP shall perform the obligations towards service conferred upon it
under this Agreement diligently and to the best of its ability. Failure to
perform the obligations towards service diligently and to the best of its
ability shall be treated as a material breach of the terms of this Agreement.
j. For the efficient conduct of service, the Company would provide the ACP
through the Authorized Main CHANNEL PARTNER, drawings, circuit
diagrams, service manuals and training manuals and other such documents.
The ACP undertakes to keep the aforesaid information / documents in safe
custody at the Premises. The ACP shall obtain only such number of copies of
the said documents, which is required for provision of effective service. In
the event of termination or expiry of this Agreement, whichever is earlier the
ACP undertakes to promptly return to the Authorized Main CHANNEL
PARTNER all such documents along with copies if any, in its possession. The
ACP shall have no lien either specific or general over the same, and any claim
arising out of this Agreement, or any dispute between the ACP and such
Authorized Main CHANNEL PARTNER shall be settled separately without in
any manner affecting the rights of the Company to secure the same through
the Authorized Main CHANNEL PARTNER. The ACP acknowledges that all
rights in respect of the afore stated information / documents will vest in the
Company and the ACP shall have no right, title or interest over the same.

k. To maintain quality of the Products and to ensure quality service, the ACP
shall only use genuine Spares manufactured or supplied by the Company
through the Authorized Main CHANNEL PARTNER. The ACP shall be solely
 responsible for any loss/damage caused to the Product or to the customer
due to the use of any other materials or spares.
l. At all times the ACP shall maintain sufficient spares in respect of all models of
the Products serviced by the ACP.
CLAUSE 10
ACP'S GENERAL OBLIGATIONS
10.1 In view of the continuous obligation to provide quality after-sales service for
the Product(s) by trained personnel using genuine parts / spares with the help of
the drawings, circuit diagrams, service manuals and training manuals and other
such documents of the Company, and also in view of the confidential information /
documents which will be in possession of the ACP, the ACP has unconditionally
undertaken not to deal with any products or provide any service for any product,
similar to Products covered under this Agreement without the prior written
approval of the Company.
10.2 The Company issues price lists for the Spares from time to time through the
Authorized Main CHANNEL PARTNER, specifying the Retail Price of the Spares. The
ACP shall not market or sell the Spares at prices higher than their Retail Price.
However, the ACP may, at its discretion, market or sell the Spares at prices lower
than their Retail Price.
10.3 The ACP shall possess/maintain adequate capital funds, working capital,
adequate and sufficient funds to run the business, lines of credit and net worth
sufficient to fulfill its obligations under this Agreement, as per the guidelines
established by the Company and communicated to the ACP from time to time
through the Authorized Main CHANNEL PARTNER.
10.4 The ACP shall not make any change to the technical specifications of Products
manufactured by the Company, including any modification to the chassis, engine or
any other part thereof without prior written approval ofthe Company. ACP shall be
solely responsible for any such modification/ change carried out by it and shall
indemnify the Company against any costs, damages, expenses incurred by the
Company in view of such modification / changes. The ACP shall not alter, remove,
modify, hide or build-over the engine number and chassis number of Products
manufactured by the Company. Any breach of the obligation contained in this Clause
shall be a sufficient reason for considering termination of this Agreement.
10.5 The ACP shall abide by all terms and conditions, rules, regulations and
policies made applicable by the Company from time to time and shall follow and
comply with the Company's advice and instructions in connection with the
implementation of after-sales service policy, warranty policy, carrying adequate
stock of Spares and such other matters relating to its obligations under this
Agreement. The ACP shall carry out Company's instructions as indicated in the
bulletins or letters issued by the Company from time to time in connection with
 ACP's operations as an Authorized CHANNEL PARTNER under or pursuant to this
Agreement.
10.6 The ACP shall constantly follow the processes relating to service, the upkeep
and maintenance of the records relating to service and customer data as
recommended by the Company from time to time.
10.7 The Company may from time to time engage the service of such external
agencies to carry out such studies in respect of the after-sales-service of the Product
and also to assess the performance of the ACP. The ACP shall cooperate with such
Agencies engaged by the Company and shall provide all assistance to such agencies
to carry out such studies. The ACP shall carry out the recommendations/
suggestions given by such agencies to improve its performance and shall also bear
its share of the expenses incurred in engaging such external agencies, as determined
by the Company.
10.8 The ACP shall set up an efficient, effective and speedy mechanism for receipt
and disposal of requests regarding service and repair of Products.
10.9 The ACP shall always conduct its business with integrity and with good
business sense and shall not act in any manner detrimental to the interests and
goodwill of the Company.
10.10 The establishment of ACP and the infrastructure therein shall be operational
during all normal business hours.
10.11 The ACP shall allow the authorized representative of the Company or the
Authorized Main CHANNEL PARTNER, at all reasonable times, to visit and inspect its
Premises, stocks, books of accounts and other relevant materials / data and to take
copies of the same. The ACP shall provide all assistance to the Company or the
Authorized Main CHANNEL PARTNER in this regard and shall provide sufficient
facilities to enable the Company's representative to work in the Premises in
connection with the above.
10.12 The ACP shall at its own cost obtain adequate insurance coverage for the
Premises, the Products and the customers products lying at the Premises against all
risks and damages. ACP shall keep the same valid and subsisting during the tenure
of this Agreement and shall send a copy of the Insurance policy to Company as and
when required by them.
10.13 The ACP has been appointed to sell the Products and to service the Products.
ACP is entitled to buy the Products from the Authorized Main CHANNEL PARTNER
and/or buy the Spares from the Authorized Parts Stockiest as well and can invoice
the same to the customer whoever approaches the ACP for purchase. It is however,
confirmed by the ACP that in the event of any such authorization given by the
Company, Company shall not in any way be responsible for any transaction between
the ACP and such Authorized Main CHANNEL PARTNERs and/or between the ACP
and the Authorized Parts Stockiest as the case may be, and ACP shall always look at
 the said Authorized Main CHANNEL PARTNER for the supply of the Products and
shall always look at the said Authorized Parts Stockiest for Spares. Company shall
not at any time entertain any correspondence in this regard. Further, in the event of
ACP assisting any Authorized Main CHANNEL PARTNER for selling/marketing the
Products, ACP shall take such initiatives and adopt suitable measures for promoting
the sale of the Products as may be agreed upon between the said Authorized Main
CHANNEL PARTNER and the ACP. Company shall not in any way be liable to give
any remuneration, fee, charges, discounts, bonus, incentives to the ACP for any such
promotional activities undertaken by the ACP for such Authorized Main CHANNEL
PARTNER and/or the Authorized Parts Stockiest. ,
10.14 The ACP hereby acknowledges that only the Area Service Manager or Area
Sales Manager of the Company, his superior officers or such other person specially
authorized in writing by the Company are only authorized to correspond with the
ACP's or to make any offer, assurances, acknowledgements or representation to the
ACP on any matter in relation to or arising out of this Agreement. The ACP shall at
all time correspond with only such authorized person of the Company. The
Company shall not in anyway be bound by any offers, assurances,
acknowledgements or representations made by any person other than those
authorized by the Company. The Company shall not be liable to honor any
assurances or commitments made or given by Authorized Main CHANNEL PARTNER
or its personnel in connection with the business transactions between the
Authorized Main CHANNEL PARTNER and the ACP, unless the Company authorized
the Authorized Main CHANNEL PARTNER in writing in that behalf.
10.15 The ACP shall not alter its constitution without the prior written approval of
the Company.

CLAUSE 11
COMPANY'S OBLIGATION
11.1 The Company shall provide through the Authorized Main CHANNEL
PARTNER such drawings, circuit, diagrams, service and training manual to the ACP,
which in the opinion of the Company are required to enable the ACP to effectively
discharge its obligation towards service under this Agreement.
11.2 The Company may generally assist the ACP in improving the sales and
services to achieve better customer satisfaction without any recourse to the
Company or without any liability of payment of any damages of whatsoever nature.
11.3 The Company shall provide the ACP and its personnel such training, which in
the opinion of the Company is required to enable the ACP to effectively discharge its
obligation towards service under this Agreement.
11.4 Subject to such conditions, limitations, restrictions under the policy of the
Company, from time to time, the Company shall reimburse: (i) such amounts as
 prescribed by the Company upon approval of the claim made by ACP and when it is
declared as payable to ACP relating to warranty services rendered by ACP to the
Customers and (ii) such amounts as prescribed by the Company upon approval of
the claim made by ACP and when it is declared as payable to ACP for rendering free
service to customers under the Free Service Coupons; provided always that the
Company's obligation of reimbursement as set out in this clause be subject to ACP's
production of necessary documentary proof to establish ACP's fulfillment of
obligations in rendering warranty services to customers and services to customers
free of charge under Free Service Coupons in accordance with the policy of the
Company.
CLAUSE 12
RIGHTS OF THE COMPANY
12.1 The Company shall have the right to change all or any of its rules, regulations,
policies or guidelines relating to sales, after- sales-service, warranty and such other
matters relating to the functioning of ACP under this Agreement without any prior
intimation to ACP. The ACP shall follow the same from the date of its information to
ACP.
12.2 The Company or the Authorized Main CHANNEL PARTNER shall always have
access to the Premises through its authorized representatives in the presence of the
ACP or his/its authorized representative. The person so authorized by the Company
or the Authorized Main CHANNEL PARTNER shall have the right to inspect records
of the ACP.
12.3 In the event of any breach of the terms of this Agreement by the ACP, the
Company may in its sole discretion provide the ACP an opportunity to cure such
breach within the time frame provided by the Company.
CLAUSE 13
COMPLIANCE UNDER LAW
13.1 The ACP shall strictly abide by the provisions of Sales Tax, Service Tax,
Central Excise Act, Motor Vehicles Act & Rules framed there under, Labor laws,
Shops and Commercial Establishments Act and any other Applicable laws. The ACP
shall be solely responsible for all breaches; violation of any law(s), byelaws, rules
and regulations, and the Company shall notin any manner be responsible for the
same. The ACP shall indemnify and keep indemnified the Company and/or the
Authorized Main CHANNEL PARTNER against all losses suffered by the Company
and/or the Authorized Main CHANNEL PARTNER due to any such violation or
breach by ACP.
CLAUSE 14
REPORTS
14.1 The ACP shall furnish to the Company or the Authorized Main CHANNEL
PARTNER in prescribed format and at such intervals as intimated by the Company
or the Authorized Main CHANNEL PARTNER from time to time, statements and
reports containing such particulars and details of supplies of Spares received,
processed warranty claims, business activities, financial status, customer
satisfaction, and other relevant trade information and statistical data as the
Company may require from time to time.
14.2 The ACP shall preserve all records for at least eight preceding years and the
records of the ACP may be examined and audited by the Company or the Authorized
Main CHANNEL PARTNER, at such intervals as may be deemed fit by the Company.
CLAUSE 15
TERMINATION
15.1 This Agreement shall be effective on the date first mentioned herein above
and shall continue to be in force for a term of 3 (three) years or upto the validity
date mentioned above at page 1 - Preamble, whichever is earlier, unless otherwise
terminated as provided herein. Upon the expiry of the term specified in this Clause-
15.1 or upon the expiry of any subsequent renewals thereof as the case may be, this
Agreement may be renewed at the option of the Company for such periods and on
such terms as may be mutually agreed upon. Ifthe Company in its own discretion
decides not to renew this Agreement, it shall send an intimation to this effect to the
ACP at least 30 (thirty) days prior to the date of expiry of the term specified in this
Clause 15.1.
15.2 The Company may at its sole discretion, terminate this Agreement without
assigning any reason and without any further obligation, upon providing 30 (thirty)
days written notice to the ACP. The ACP hereby confirms that it shall not be entitled
for any compensation from the Company in this regard on any account whatsoever.
15.3 The Company may forthwith terminate this Agreement:
a. if there is a material breach of the terms of this Agreement; or
b. if the ACP fails to cure the breach within the time frame provided by the
Company in accordance with Clause 12.3 herein above; or
c. if the management, control or constitution of the ACP changes without the
approval of the Company, or the ACP assigns or attempts to assign the whole
or part of its interest under this Agreement;
d. or on the demise of the ACP; or

e. if the ACP goes into liquidation or proceedings for declaring the ACP
insolvent/bankrupt are instituted by any person or proceedings for winding
up of the ACP or proceedings for appointment of a receiver over assets of
 ACP are initiated in any court of competent jurisdiction, or in the event there
exists any circumstance, including a court order or an internal management
dispute or mismanagement which in the opinion of the Company is likely to
adversely affect the operations and business of the ACP; or
f. if the ACP fails to comply with any Applicable Law or fails to maintain any
approval, permit or license required under law to carry on its business or
proceedings are initiated against the ACP for such failure or fails to keep its
Premises open and functional during normal business hours or submits any
false, fraudulent or materially incorrect statement, report or claim, or
makes / has made an incorrect representation either under this Agreement
or otherwise, or if the ACP in any manner acts in a way detrimental to the
interests/ image of the Company.
15.4 The ACP may terminate this Agreement without assigning any reason and
without any further obligation, upon providing 60 (sixty) days written notice to the
Company. However, in the event the Company defaults in the performance of any of
its obligations under this Agreement and fails to cure such default within 60 (sixty)
days after the receipt of a notice of default issued by the ACP, the ACP may terminate
this Agreement forthwith.

CLAUSE 16
EFFECTS OF TERMINATION/ NOTICE OF TERMINATION

16.1 Forthwith upon termination or of notice of termination of this Agreement:

a. The ACP shall cease representing itself/himself in any manner as an
Authorized CHANNEL PARTNER,
b. The ACP shall return all drawings, circuit diagrams, service manuals
and training manuals and other such documents lying with the ACP,

c. The ACP shall cease using any and all signs, boards, posters and
materials identifying itself as the Authorized CHANNEL PARTNER of the
Company;

d. The ACP shall forthwith cease using the Intellectual Property;

 e. The ACP shall forthwith return to the Company or the Authorized Main
CHANNEL PARTNER, without any delay or demur all properties,
tangible or otherwise, of the Company held by the ACP, and

f. The ACP shall forthwith return all documents, leaflets, brochures etc.,
bearing the trademarks, trade names and logos lying with it/him to the
Company or the Authorized Main CHANNEL PARTNER.

16.2 In the event of any breach on the part of the ACP to comply with any of the
obligations contained in Clause 16.1 herein above, the Company is entitled,
without prejudice to any other rights and remedies available to the Company
under this Agreement including its right to obtain any injunction or such other
order against the ACP, to recover from the ACP, a sum of Rs.10,000/- (Rupees
ten thousand only) per day, till the ACP comply with such obligations.
16.3 Upon termination of this Agreement the Company may in its sole and
absolute discretion repurchase from the ACP, any stocks, spares, accessories,
tools, and/or equipment on such terms to be mutually agreed upon.
16.4 Upon expiry or termination of this Agreement, the ACP shall not be released
from any obligation arising out of any transaction entered into or completed
prior to the date of expiry or termination.
16.5 The provisions of Clauses 3.5, 3.6, 3.7, 6.4, 8, 9, 10, 17, 19, 20, 21 and 22 shall
survive termination.
16.6 The Agreement entered into between the Authorized Main CHANNEL
PARTNER and the ACP pursuant to this Agreement and the Agreement entered
into between the Authorized Parts Stockiest and the ACP, shall stand
automatically terminated.
CLAUSE 17
LIABILITY AND INDEMNITY
17.1 The ACP shall defend, indemnify, and hold harmless the Company from and
against any claim, liability, demand, loss, damage, expense, judgment or other
obligation or right of action arising out of or in connection with, or which may arise
as a result of:
a. Breach of this Agreement by the ACP;
b. Misrepresentation by the ACP in the opinion of the Company, to the Company
or to the Authorized Main CHANNEL PARTNER or to a third party;

c. Failure to honor any assurance / commitment given to any customer or to any

other third party,
d. Any action or omission on the part of the ACP or its officers, employees or
agents;
 e. Any unauthorized or misuse of any Intellectual Property; or
f. Any breach of the confidentiality.

17.2 The Company shall not be liable to the ACP or to anyone who may claim any
right due to its relationship with the ACP, for any acts or omissions on the part of
the Company / Authorized Main CHANNEL PARTNERs their agents, officers or
employees in performance of their obligations hereunder, except when such acts or
omissions are due to willful misconduct or gross negligence. Company, Company's
affiliates, business associates, or their respective agents, Authorized Main CHANNEL
PARTNERs, officers, employees or suppliers shall not be liable to ACP for any
incidental, consequential, indirect, special, or punitive damages (including, but not
limited to. lost profits, business interruption, loss of business information or other
pecuniary loss) regardless of whether such liability is based on breach of contract,
tort (including negligence), strict liability, breach of warranties, failure of essential
purpose or otherwise and even if advised of the possibility of such damages, to the
maximum extent permitted by Applicable Laws.
17.3 The ledger account maintained by the Company shall be the conclusive proof
of the transactions between the Company and the ACP and vice versa. ACP
unconditionally undertakes and confirms that the debit and credit entries
made/found in the ledger account shall be valid and accepted by ACP, unless the
ACP fails to reconcile the same within 30 days of each financial year. The amount if
any stand as ‘debit balance’ in the ledger account for any period, the same shall be a
debt of ACP owed to the Company and the ACP shall settle the same immediately
irrespective of any demand made by the Company. Until the amounts stand as the
debit balance of ledger account relating to any period, the Company shall have
every right to recover the same from the ACP, without any period of limitation, and
till then, the debt not settled by the ACP shall continue as continuing breach of ACP
of this Agreement.
CLAUSE 18
RELATIONSHIP BETWEEN THE PARTIES
18.1 It is understood that the arrangement between the Parties contemplated by
this Agreement shall be on a principal-to- principal basis. None of the provisions of
this Agreement will be deemed to constitute a joint venture, agency, a partnership
or principal-agent relationship between the parties hereto and neither party by
virtue of this Agreement shall have the right, power or authority to act or create any
obligation, express or implied, on behalf of the other party. Under any circumstance
the ACP shall not expressly or by implication or conduct, represent itself to be an
agent, joint venture, partner of the Company and no act of the ACP as is not
specifically authorized by the Company shall be binding on the Company.
CLAUSE 19
NOTICES
19.1 Any notice or other information required under this Agreement shall be
given in writing, in English and by: delivering by hand (a written acknowledgment
in receipt thereof shall be sufficient evidence that the notice or other information
has been duly given); or sending by registered post with acknowledgment due or
courier; or sending by facsimile ‘transmission, e-mail or other comparable means of
communication to the relevant Parties at the addresses referred to in Clause19.4
below.
19.2 Any notice or information given by post/ courier in the manner provided by
Clause19.1 which is not returned to the sender as undelivered shall be deemed to
have been given on the second day after the envelope containing it was so posted.
Proof that the envelope containing any such notice or information was properly
addressed, pre-paid, and couriered, and that it has not been returned to the sender,
shall be sufficient evidence that the notice or information has been duly given.
19.3 Any notice or information sent by facsimile transmission, e-mail or
comparable means of communication shall be deemed to have been duly sent on the
date of transmission, provided that a confirming copy of itis sent as provided in
Clause 19.1 to the relevant Parties at the addresses referred to in Clause 19.4 within
24 hours after transmission.
19.4 The address and other details of the Parties for the purpose of
communication, unless otherwise notified in writing to the other Parties shall be:

If to the Company If to the ACP

 CHANDANA CORPORATION
Attn:
Mr./Mrs./Ms……………………………………………………………………………...
…………………………………………………………………………………………………
…………………………………………………………………………………………………
City/Town:…………………………..Pin…………………….state…………………

All details to be filled up compulsorily

In case ACP changes his address, it shall notify the same to the Company within 30 (thirty)
days of such change; failing which the last known address shall be the true and correct
address of the ACP.
19.5 The aforesaid condition shall not apply to the service of Notice of Dispute or
any other notice or information as required under the Arbitration Agreement or
under the Arbitration and Conciliation Act, 1996 and/or the
amendments/modifications thereof.
CLAUSE 20
CONFIDENTIALITY
20.1 The ACP shall keep confidential all business and technical information,
licenses, trade secrets, know-how, techniques, specifications, processes, samples
and designs relating to the Products and the business of the Company.
20.2 The ACP covenants and agrees with the Company that it will take all
reasonable steps to ensure that its Directors, officers, employees, agents or advisors
do not, directly or indirectly, either during the term of this Agreement or at any time
thereafter, disclose or use any information which it has acquired or it may acquire
by virtue of its appointment hereunder, for any purpose other than as required to
carry out its duties and obligations hereunder.
CLAUSE 21
GOVERNING LAW AND JURISDICTION
21.1 This Agreement and all questions of its interpretation shall be construed in
accordance with the laws of the Republic of India. Subject to Clause 22 herein below,
wherever judicial intervention is possible, the courts at Vijayawada, Andhra
Pradesh, shall have jurisdiction in respect of all matters relating thereto, and each of
the Parties hereby consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts there from and irrevocably waive, to the fullest extent
permitted by law, any objection which it may have now or hereafter to the venue of
any such suit, action or proceeding in any such court or that any such suit, action or
 proceeding which is brought in any such court or has been brought in an
inconvenient form/forum.
CLAUSE 22
DISPUTE RESOLUTION
22.1 Except as otherwise specifically provided in this Agreement, any dispute,
controversy or claim arising out of or relating to this Agreement or breach or
termination or invalidity thereof or any other matter or any claim of whatsoever
nature or any other agreement or contract or any breach, termination or invalidity
thereof, shall be settled in the following manner (The ‘Dispute').
22.2 A Dispute will be deemed to arise when one Party serves on the other Party a
notice in writing stating the nature of the Dispute(s) (hereinafter referred to as a
‘Notice of Dispute’).
22.3 The Notice of Dispute or any other notice or information in writing shall be
sent in the following manner: (i) By ACP to the Company: To the Registered Office of
the Company (ii) By the Company to ACP: To the last known address of the ACP. The
service of Notice of Dispute shall be deemed to be completed only when the sender
of the Notice of Dispute provides proof of, delivery to and receipt by the recipient, of
such Notice of Dispute.
22.4 The Parties hereto agree that they will use all reasonable efforts to resolve
between themselves, any Disputes through negotiations.
22.5 Any Dispute of whatsoever nature as contemplated in clause 22.1 above
and/or differences which could not be settled by the Parties through negotiations,
after the period of thirty (30) Days from the service of the Notice of Dispute, shall be
finally settled by arbitration in accordance with the Arbitration and Conciliation Act,
1996 and/or the amendments/ modifications thereof; the arbitral panel shall be
empowered to adjudicate and resolve the dispute(s) as mentioned in the Notice of
Dispute and the arbitral panel shall not be empowered to adjudicate and resolve any
other matter or claim of whatsoever nature which are not mentioned in the Notice
of Dispute and:
a. All proceedings shall be conducted in English.
b. The arbitral panel shall comprise of a sole arbitrator selected by the Chairman
and Managing Director of the Company or the person nominated/delegated by
him for this purpose. The Chairman and Managing Director of the Company or
his nominee/delegated person is the Appointing Authority for constituting
arbitral panel comprising of a sole arbitrator. The power of appointment of
arbitrator by the Appointing Authority shall include substitution of arbitrator if
any required at any stage of the arbitration. The Company may at its discretion
require resolution of the Dispute by an arbitral panel comprising of three (3)
arbitrators, one to be selected by the Company, one to be selected by the ACP
and the third to be selected by the two arbitrators appointed by the Company
 and the ACP, who shall serve as Presiding Arbitrator of the Arbitration Panel;
and

c. The venue of arbitration shall be in Vijayawada, Andhra Pradesh or at such

other place as it is convenient to the arbitral panel.
CLAUSE 23
REPRESENTATIONS AND WARRANTIES
23.1 The Parties hereby represent and warrant that, as on the date of this
Agreement the Parties hereto are duly authorized to enter into this arrangement
and competent to carry out the business mentioned herein.
23.2 The Parties hereto further represent that they have the corporate power and
authority to enter into this Agreement and to take any action and execute any
documents required by the terms hereof. They also represent that this Agreement
has been duly authorized by all necessary corporate proceedings, has been duly and
validly executed and delivered by the Parties hereto, and is a legal, valid and binding
obligation of the Parties, enforceable in accordance with the terms hereof;
23.3 The Parties further covenant that no consent, approval, authorization, order,
registration or qualification of any court or regulatory authority or other
governmental body having jurisdiction over the Parties, the absence of which would
adversely affect the legal and valid execution, delivery and performance by the
Parties of this Agreement or the documents and instruments contemplated hereby
or the taking by the Parties of any actions contemplated herein, is required.
CLAUSE 24
MISCELLANEOUS
24.1 Assignment: The ACP agrees and undertakes that it cannot and shall not
assign or transfer its rights, obligations and interests under this Agreement to any
party unless the prior written consent of the Company is obtained. The terms and
conditions of this Agreement will be binding upon the respective successors and
permitted assigns of the Parties.
24.2 Entire Agreement: This Agreement contains the entire understanding
between the Parties on the subject matter and this Agreement shall not be amended
or modified unless agreed to by both Parties in writing. This Agreement cancels and
supersedes all previous agreements or arrangements between the Parties, whether
written or oral, in connection with the subject matter hereof.
24.3 Non-Exclusive Agreement: The appointment of ACP as an Authorized
CHANNEL PARTNER in terms of this Agreement is not on an exclusive basis and the
ACP is not the sole or exclusive authorized CHANNEL PARTNER of the Company.
Company reserves the right, at its sole discretion, to appoint more authorized
CHANNEL PARTNER for Company's Products, or other service outlets for
Company's Products, anywhere.
 24.4 Applicability: If the ACP shall be more than one person / individual, all of
them shall be bound by the provisions of this Agreement jointly and severally.
24.5 Waiver: This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the Head of
Service Department of the Company or such other officer as may be authorized by
the Company in this regard. Failure by either Party to enforce any term will not be
deemed a waiver of future enforcement of that or any other term. The terms and
conditions stated herein are declared to be several.
24.6 Severability: If any provision of this Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. Any invalid or unenforceable provision of this Agreement
shall be replaced with a provision that is valid and enforceable and most nearly
gives effect to the original intent of the invalid / unenforceable provision.
24.7 No Liability: Notwithstanding anything contained herein, the ACP expressly
agrees that nothing in this Agreement imposes any liability on the Company on
account of or for the ACP's operations, credits availed by the ACP or other financial
operations of the ACP.
IN WITNESS WHEREOE, the Parties hereto have executed this Agreement as of the date
first above written
Signed for and on behalf of Company Signed for and on behalf of ACP

…………………………………………………………… ……………………………………………………….
Name: Name:
Designation: Designation:

Witness 1: witness 2:
……………………………………………………………. ………. ………………………………………….
Name: Name:
Designation: Designation:
Occupation: Occupation:
Address: Address:
 ANEXURE-1

A. 1. Mr./Ms……………………………………………………son/daughter/wife of…………………………………
Residing at………………………………………………………………………………………………………………….
2. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………
3. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………
4. Mr./Ms……………………………………………………son/daughter/wife of…………………………………
Residing at………………………………………………………………………………………………………………….
5. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………
6. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………
7. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………
8. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………

9. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………
10. Mr./Ms………………………………………………………son/daughter/wife of……………………………….
Residing at……………………………………………………………………………………………………………………

B. 1. ACP’s Income Tax Pan No:……………………………………………………………………………………

2. ACP’s CST No………………………………………………….VAT-TIN No………………………………………

2. ACP’s Service Tx Registration No………………………………………………………