100 Rupee Stamp..

INTERNATIONAL DISTRIBUTOR AGREEMENT

This agreement made at Mumbai on . between XYZ XYZ LIMITED a company having its corporate office at - XXXXXXXXXXXXXXXXXXXX which expression shall mean and include its successors and assigns (hereinafter referred to as the Company) on the one part and M/s. ., a firm having its office at .., which expression shall mean and include its successor and assigns (herein after referred to as Distributor) on the other part. WHEREAS 1. The Company proposes to appoint a Distributor for the products manufactured by the Company viz. . in ..and the Distributor has offered to accept the distributorship of the said products on the terms and conditions hereinafter appearing. 2. The parties have proposed this agreement recording the terms and conditions in the following manner:

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NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. APPOINTMENT: (a) The Company hereby appoints the Distributor as its Distributor for the Company's products namely products for distribution and sale of the product in on a case-to-case basis for their captive customers. (b) The Distributor shall also be liable to provide services of the following nature:

(i) Technical assistance to customers of the Company's product. (ii) Maintaining adequate stocks of the Company's products and ensuring timely distribution to customers as and when required.

(iii) Ensuring timely payments against Company's Invoices.

(iv) Ensuring market service including advertising, if any, at its own cost.

(v) The Distributor will promote in the best possible way the sales of products and protect the interest of the Company in the Territory.

(vi) The Distributors shall maintain an efficient organisation to cater to the need of the customers and to carry out the distributorship activities.

2. CONSIDERATION:

(a) The Company agrees to pay the Distributor commission at such rate as may be mutually agreed upon at the time of negotiation on case-to-case basis for orders booked by the Distributor. The commission will become due and payable to the Distributor only after realisation of full value of shipment by the Company.

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(b) For direct exports by the Company on the order procured by the distributor, the distributor will be entitled to receive a commission at such rate as may be mutually agreed upon at the time of negotiation on a case to case basis and such commission shall become due and payable to the distributor only after realization of full invoice value of the shipment by the Company. However, the Company shall be free to accept such orders for direct export through the distributor at its own discretion. (c) In case of any rejection, the distributor shall inform the Company with details of rejection supported by evidences and documents within a week from the date of receipt of materials failing which no such claim shall be entertained by the Company. The Company shall be responsible in case of evidence of defect, and shall credit the distributor for the CIF value of the goods plus applicable duties and clearing charges subject to compliance of applicable legal requirements. (d) The Company shall provide technical and commercial literature and samples for the development of business of the Company to the distributor. (e) Except with prior written consent from other party, no party to this agreement shall use or disclose confidential information about the business, products or processes of the Company and/or the Distributor and each party shall prevent its employees/concerned persons from using or disclosing such information. (f) Subject to force majeure, the Company shall endeavor to effect deliveries as per agreed terms.

3. RELATIONSHIP BETWEEN THE PARTIES: The relation between the Company and the Distributor will be that of principal to principal and not as principal and agent and the Company will not, therefore, be responsible or liable for the acts of the Distributor or for any amount due and payable by the Distributor to any other party.

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:4: 4. VALIDITY: This agreement will come in force on the date of its execution and will remain in force until .. This agreement may be renewed for further period on such terms and conditions as may be mutually agreed between the parties hereto.

5. TERMINATION: Either party may terminate this agreement by giving three months written notice to other. The period of three months will be calculated from the date of receipt of notice of termination by the party.

6. ARBITRATION: If any dispute, controversy or difference which may arise among the parties out of or in relation to or in connection with this Agreement or any breach thereof can not be settled amicably, the same shall be referred to Arbitration of three Arbitrators, one to be appointed by each party and the third to be appointed by two Arbitrators so appointed under Arbitration and Conciliation Act, 1996 of India and the venue of the same shall be ABC CITY or any other place in the state or Maharashtra, India at the discretion of the Company.

7. COMPLIANCE WITH LEGAL REQUIREMENTS: The Distributor shall comply with all local laws, rules, regulations made/issued by any government or local authority having jurisdiction over it and shall indemnify the Company against any loss, damage, Cost or expenses incurred on account of or arising out of any breach of the same.

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:5: 8. JURIDICTION: The Distributor agrees that any action or proceedings arising out of this Agreement or any action relating to the formation, construction, performance, validity and all aspects whatsoever arising out of this Agreement shall be governed by Indian Laws and shall be referred to Courts at ABC CITY or any other place in the State of Maharashtra, India and the Distributor irrevocably submits itself to the jurisdiction of the said Courts. The Company may, however, in its absolute discretion, commence any legal action or proceedings arising out of this Agreement in Court, Tribunal or any other appropriate forum at ABC CITY or any other place in the State of Maharashtra, India at the discretion of the Company, and the Distributor hereby consents to that jurisdiction.

9. ENTIRE AGREEMENT: This agreement embodies the entire agreement or understanding between the parties relating to the subject matter of this agreement and no other term or promise or condition or obligation, oral or in writing shall be pleaded as agreed upon between the parties relating to this agreement. 10. EXECUTION: This agreement is executed in duplicate and one copy hereof will be kept by the Company and the other copy by the Distributor. For XYZ XYZ LIMITED

AUTHORISED TO SIGN

For M/s. ..

AUTHORISED TO SIGN

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