WHITE LABEL REGISTRATION CLICK HERE or go to http://corporate.passenger.travel Registration Form Join as: WHITE LABEL CLICK HERE or go to http://corporate.passenger.travel Retailer Distributor API User *Business Name :Aggreement should be in the name of (*). * Postal Address : * Landmark : * Pin Code : State : Select State Andaman And Nicobar Andhra PradeshArunachal PradeshAssamBiharChandigarhCHENNAIChhattisgarhDadra Nager HaveliDaman And DivDelhiGoaGujaratHaryanaHimachal PradeshJammu And KashmirJharkhandKarnatakaKeralaKolkataLakshadweepMadhya PradeshMaharashtra & GoaManipurMeghalayaMizoramMumbaiNagalandNew DelhiNORTH EASTOrissaPondicherryPunjabRajasthanSikkimTamil NaduTripuraUttar Pradesh EastUttar Pradesh WestUttaranchalWest Bengal City/District :Select City * Mobile No :+91 Landline : *Email ID : UserName and Password Sent To Your Email. Code : Enter Above Code : I agree all the terms and conditions Terms and Conditions Please read the following acceptance letter carefully, and sign it digitally Mobile Recharge API AGREEMENT This agreement ("Agreement") is entered into on this 10th September 2012 ("Effective Date"), by and between Gujarat Technologies, No:407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad. A Company incorporated under the Act 1946 and having its registered office at 4th floor, 407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad, Gujarat – 380061 (hereinafter referred to as "Gujarat Technologies" which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the ONE PART AND PartyName, a individual/a proprietary concern / partnership firm / private limited company and having its registered office at AddressAPI, (hereinafter referred to as PartyName, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the OTHER PART; and Gujarat Technologies and PartyName are hereinafter also referred to individually as ‘Party’ or ollectively as ‘Parties’ as per the context. 1 PREAMBLE WHEREAS PartyName is engaged in the business of retail and distribution. PartyName AND WHEREAS the Parties are desirous of entering into a business arrangement whereby PartyName shall distribute electronic prepaid mobile recharge coupons ("e-pins"), provided by Gujarat Technologies, for purchase by the consumers of telecommunication services if applicable. NOW THEREFORE in consideration of the foregoing and the mutual covenants contained herein, the Parties hereto hereby agree as follows: 1. DEFINITIONS In this Agreement, unless the context otherwise requires, the following terms shall have the meaning ascribed to them hereunder: 1.1 "Customer" means any person (individuals /entities) who avails the online services as offered by PartyName under this Agreement using Gujarat Technologies Application. 1.2 "Intellectual Property Rights" means all information whether written, oral or in machine readable form or in any other form whatsoever, including but not limited to documentation, specifications, reports, data, notes, drawings, models, patterns, samples. Software, computer outputs, designs, circuit diagrams, inventions, whether patentable or not and know-how. 1.3 "Margin" shall mean the amount that accrues to PartyName, expressed as a percentage of the MBTO, for the Services rendered by it under this Agreement. 1.4 "Margin by Telecom Operator/MBTO" shall mean the margin afforded by the Telecom Operator Companies to Gujarat Technologies, on the e-pins that are sold by PartyName 1.5 "Gujarat Technologies Application" shall mean an interface through which the sale of the e-pins will be facilitated. 1.6 "Gujarat Technologies Supplied Items and Properties" means all software, tangible and intangible properties (including without limitation the Gujarat Technologies Application) supplied by Gujarat Technologies to PartyName for facilitating the performance of Services pursuant to this Agreement. 1.7 "Services / Products" means various services that can be offered by distributor to customers using the Gujarat Technologies application. 1.8 "Telecom Operator Companies" means various telecom operator companies and other companies with whom Gujarat Technologies has tie up to procure and distribute e-pins. 1.9 "Turnover" shall mean the total aggregate value of the maximum retail price of the e-pins requested by PartyName and supplied to PartyName by Gujarat Technologies through the Gujarat Technologies Application in a calendar month. 1.10 "Trade Advance" means the amount deposited by PartyName with Gujarat Technologies in advance for trading balance and includes any unutilized portion of such amount carried forward from previous months. 2. TERM OF AGREEMENT This Agreement shall come into force from the 10th September 2012 and shall be valid for period of 2 years unless terminated earlier by either Party in accordance with the terms hereof ("Term"). If the agreement is not terminated by either party and the term of agreement lapses then the agreement will automatically renewed for next two years successively. 3. SCOPE OF SERVICES 3.1 Gujarat Technologies hereby appoints PartyName as its distributor on a non-exclusive basis for the Term to provide services of distribution and affecting sale of online services/products. 3.2 On a request for purchase of e-pins by Customers, PartyName shall provide the Service through its terminals by sending online requests through Gujarat Technologies Application interface together with all the necessary information. Upon receipt of such information as required and subject to the availability of Trade Advance lying to the credit of PartyName, Gujarat Technologies shall execute the request for supply of products/services. 4. OBLIGATIONS OF PARTIES 4.1 Obligations of Gujarat Technologies (a) Gujarat Technologies Application. Gujarat Technologies shall provide Gujarat Technologies Application interface to PartyName and render necessary assistance for integrating the same with PartyName application interface. On such integration, PartyName shall be entitled to sale online services/products in the market available with Gujarat Technologies upto a maximum amount of Trade Advance lying to the credit of PartyName with Gujarat Technologies at the relevant point of time, for affecting sale of such services/products. (b) Updation. Gujarat Technologies shall update PartyName on daily basis about information pertaining to change /addition in the amount of services/products available to it. (c) Customer Support Services. Support in terms of direct services would be given by the Operator Companies to Customers. In order to enable PartyName to carry out it’s obligations under the Agreement; Gujarat Technologies shall provide appropriate support service related to Gujarat Technologies Application. (d) Supply of e-pins. Gujarat Technologies shall make efforts to provide e-pins of all denominations that may be easily available in the market, from time to time, in sufficient quantity in order to enable PartyName to effectively carry out its obligations. 4.2 Obligations of PartyName (a) Provision of Services. PartyName undertakes to diligently provide the Services during the Term of this Agreement. (b) Service Availability. PartyName. shall inform Customers about the facility to purchase e-pins from its terminals. (c) PartyName shall provide all assistance to Gujarat Technologies for the integration of the Gujarat Technologies application interface with its application interface and shall ensure access between its terminals and Gujarat Technologies Application for providing the Services during normal business hours. (d) PartyName shall ensure that the particulars provided by the Customer are correctly entered into the Gujarat Technologies Application while affecting the sale of e-pins. (e) Maintenance of Trade Advance. PartyName shall keep and maintain Trade Advance as provided in clause 6 of this Agreement. 5. INDEPENDENT SERVICE PROVIDER This Agreement is on a "principal to principal" basis and PartyName shall provide the Services strictly as an "independent service provider" on a non- ex¬clusive basis and nothing contained herein is intended to nor shall be deemed to create any partnership, joint venture, employment, principal-agency between the Parties hereto or between Gujarat Technologies and PartyName’ representatives and employees or to provide the Parties with any right, power or authority, whether express or implied to create any such duty or obligation. 6. TRADE ADVANCE AND SERVICE CHARGES 6.1 PartyName shall keep and maintain Trade Advance with Gujarat Technologies for the amount required as trading balance. Gujarat Technologies shall be authorized/ have the right to account/ adjust (subject to adjustment of the Margin) from the Trade Advance kept with it, the amounts for which sale of services/products has been affected by PartyName 6.2 PartyName shall be entitled to Margin based on the Turnover, as per the rates stated in Annexure 1. PartyName shall be entitled to recover its Margin from the amounts paid by Customers for the e-pins. The amount due by PartyName to Gujarat Technologies for each service/product shall be the maximum retail price of the product less the Margin due to PartyName 6.3 The accounts shall be reconciled on weekly basis 7. NEW COMMERCIAL ARRANGEMENTS Commercial arrangements for any new or additional service will be discussed and mutually agreed by the Parties. Such commercial arrangements will be agreed between the Parties by way of exchange of letters and will form a part of this Agreement. 8. GENERAL UNDERTAKINGS 8.1 The Parties represent to each other that in respect of performing their obligations under this Agreement, they hold and shall continue to hold during the Term all valid, licenses/registrations, as may be required under the laws prevalent from time to time. 8.2 The Parties undertake to inform the other Party promptly of any proposed change in the way in which it conducts its business or any other matter of which it becomes aware, which is likely to have a material adverse affect on the ability of such Party to perform its obligations under this Agreement. 9. PUBLICITY 9.1 The Parties shall ensure that no publicity relating to this Agreement or any of its terms or their relationship with each other shall take place without the prior mutual consent of the Parties. 9.2 The Parties shall ensure that there is no unauthorized, improper, incorrect or false use, either by it or its employees or its representatives, of the other party and/or the Telecom Operator Companies name, trademark, logo or service brand. Any use of the other Party’s name/ trademark/ logo/ service brand, shall take place only with its prior written consent. 10. NOTICES All notices required to be given under this Agreement shall be given in writing and shall be delivered by hand, post or facsimile transmission to the nominated persons listed herein below at the address of the Party stated below: Gujarat Technologies PartyName Gujarat Technologies 4th Floor, 407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad – 380061, Gujarat, India Attention: CEO AddressAPI Attention: CEO Any notice personally delivered to the Party to whom it is addressed as provided in this clause shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day then the notice shall be deemed to have been given and received on the immediately succeeding business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth business day next following the date of its mailing. Any notice transmitted by fax or other form of recorded communication shall be deemed given and received on the first business day after its transmission. 11. FORCE MAJEURE If the whole or any part of the performance by either Party of its obligations under this Agreement is prevented, hindered or delayed or otherwise made impracticable by reason of any event beyond the reasonable control of such Party including but not limited to strikes, labor disputes, floods, fires, accidents, earthquakes, riots, explosions, wars, hostilities, acts of government or any other cause of like or different character ("Force Majeure Event"), the Party whose performance is thus prevented, hindered or delayed shall be excused from such performance during the continuance of such Force Majeure Event. On the happening of such Force Majeure Event, the Parties shall immediately consult each other in order to find an equitable solution and shall use all reasonable effort to minimize the consequences of the Force Majeure Event. 12. ASSIGNMENT AND SUBCONTRACTING 12.1 PartyName shall not without the prior written consent of Gujarat Technologies assign or subcontract the whole or any part of this Agreement. Any purported assignment in violation of the preceding sentence will be void and of no effect. 12.2 Gujarat Technologies shall have the right to assign or subcontract the whole or any part of this Agreement at its option. 13. TERMINATION AND CONSEQUENCES OF TERMINATION/ EXPIRY 13.1 This Agreement may be terminated as under: (a) By the non-defaulting Party by serving a written notice of seven (7) days in advance if the other Party commits a breach of any incurable material terms or conditions/ obligation/ covenants/ representation of the Agreement; or (b) By the non-defaulting Party upon the expiry of the thirty (30) days period, in respect of a breach capable of being remedied, if the Party in default fails to cure such breach within thirty (30) days after receipt of written notice; or (c) By either Party by giving the other Party advance written notice of sixty (60) days of its intention to terminate the Agreement. (d) This Agreement shall be automatically terminated, if either Party is dissolved, wound-up or goes into liquidation, and / or a trustee or receiver is appointed by operation of a lawful order of a court of competent jurisdiction to take over the assets of either party, and / or it ceases or threatens to cease to carry on its business as described in this Agreement. 13.2 On the expiry or termination of this Agreement, PartyName, shall handover or cause to be handed over all the Confidential Information of Gujarat Technologies and all other related materials in its possession including without limitation Gujarat Technologies Supplied Items and Properties to an authorized official of Gujarat Technologies or at the option of Gujarat Technologies destroy and delete all Confidential Information and Gujarat Technologies Supplied Items and Properties within 30 (Thirty) days from the date of expiry or termination of this Agreement. 13.3 On the expiry or termination of this Agreement, the Parties shall settle the accounts in the manner provided in clause 14. 13.4 Termination or expiry of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination including, without limitation, Clause 15 (Confidentiality) and Clause 17 (Limitation of Liability) and Clause 18 (Indemnity) of this Agreement. 14. SETTLEMENT ON TERMINATION / EXPIRY 14.1 During the period four (4) weeks prior to termination or expiry and two (2) weeks after termination or expiry of this Agreement by either Party for any reason, both Parties shall: (a) Assist and supply assistance reasonably requested by other Party to reconcile and settle all/any pending aspects of the Services or any transactions conducted under the Service; and (b) Provide services to other Party through their regular/permanent skilled and trained employees to meet its obligations under this clause. 14.2 Two (2) weeks after the termination of this Agreement, PartyName shall prepare a statement of settlement, indicating dues that may be payable by Gujarat Technologies to PartyName or by PartyName to Gujarat Technologies. Upon verification of the statement by Gujarat Technologies and provided there are no disputed amounts, all pending dues shall be settled by payment within a further period of two (2) weeks from the date of issue of such statement of settlement. 15. CONFIDENTIAL INFORMATION 15.1 All information which a Party (the "Disclosing Party") discloses to the other Party ("Receiving Party") regarding the Disclosing Party’s or its subsidiaries, affiliates’ technical, commercial, marketing, financial data, technology, products or other business information (including but not limited to derivatives thereof) ("Confidential Information"), in whatever form such information may be, and however such information comes to the knowledge of the Receiving Party, directly or indirectly, due to or in relation to this Agreement, shall be treated as strictly confidential. 15.2 Neither Party may use or disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to other party as set forth in the Agreement, and each Party agrees to cause all of it’s employees, agents, representatives, consultants or any other party to whom the other Party may provide access to or disclose Confidential Information to limit the use and disclosure of Confidential Information to that purpose. 15.3 Both Parties agree to implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to other Party or any of its subsidiaries, affiliates, or licensees; both Parties further agree to cause all their employees, agents, representatives, subcontractors, or any other party to whom they may provide access to or disclose Confidential Information to implement appropriate measures designed to meet the objectives set forth in this clause. 15.4 Neither Party to this Agreement shall be bound by this clause in relation to information that is: (a) published or comes into the public domain otherwise than by a breach of this Agreement; or (b) lawfully known to it before commencement of actions pursuant to this Agreement or the date of this Agreement whichever is the earlier and is not subject to a previous obligation of confidentiality binding that party; or (c) lawfully obtained by it from a third party which is free to divulge such information; or (d) developed independently by the Receiving Party without reference or access to, or knowledge of, Confidential Information. 15.5 The Parties shall ensure that each of its employees, agents, representatives, consultants or sub-contractor to whom any Confidential Information of the Disclosing Party is disclosed or made available is bound by terms similar to those set out in this clause. 15.6 If either Party is directed by any court order or other legal or regulatory request or similar process to disclose information recorded on any documents or any of the other Party’s Confidential Information, the first said party shall immediately notify the other party in writing, in sufficient detail immediately upon receipt of such court order, subpoena, legal or regulatory request or similar process, in order to permit such other party to make an application for an appropriate protection order (which such other party may pursue at its own expenses). Such notice shall be accompanied by a copy of the court order, subpoena, legal or regulatory request or similar process. 15.7 This clause shall survive the termination or expiry of this Agreement for a period of one (1) year from the date of termination/ expiry. 15.8 GUJARAT TECHNOLOGIES shall not provide api interface / other similar services to the agents / sales team / intermediaries of PartyName, PartyName shall bring to the notice of GUJARAT TECHNOLOGIES for any such violation or breach of this term / agreement, upon which GUJARAT TECHNOLOGIES shall terminate the services of that agent / sales person / organization with immediate effect. 16. INTELLECTUAL PROPERTY 16.1 All Confidential Information of GUJARAT TECHNOLOGIES and any copies thereof and all Intellectual Property Rights therein (including but not limited to the Gujarat Technologies Application) shall remain the property of GUJARAT TECHNOLOGIES . PartyName shall return such Confidential Information to GUJARAT TECHNOLOGIES upon expiry or termination of this Agreement as provided in clause 13.2, or earlier upon request by GUJARAT TECHNOLOGIES . 16.2 All Confidential Information of PartyName and any copies thereof and all Intellectual Property Rights therein shall remain the property of PartyName, GUJARAT TECHNOLOGIES shall return the Confidential Information of PartyName to PartyName upon expiry or termination of this Agreement, or earlier upon request by PartyName. 16.3 For the Term of the Agreement, GUJARAT TECHNOLOGIES grants a non-exclusive limited license to PartyName to use the Gujarat Technologies Application, in so far as is necessary to enable PartyName to carry out it’s obligations under this Agreement and to provide Services to Customers. 16.4 Except as expressly set out in this Agreement no assignment of or license under any Intellectual Property Rights or trade mark or service mark, including without limitation Gujarat Technologies Application whether registered or not, owned or controlled by GUJARAT TECHNOLOGIES is granted by this Agreement. 16.5 This clause shall survive the termination or expiry of this Agreement. 17. INDEMNITY PartyName hereby agrees to indemnify and hold GUJARAT TECHNOLOGIES harmless from any loss, claim, damage, costs, taxes, duties, additions, penalties, interest thereon or expenses of any kind, including reasonable attorney’s fees, to which GUJARAT TECHNOLOGIES may be subjected by reason of any breach of any of the terms, conditions, covenants, undertakings contained herein or as a result of any deficiency and/or failure and/ or negligence on the part of PartyName in the performance of it’s obligations contemplated in this Agreement. 18. TAXES 18.1 PartyName shall be liable for the payment of all taxes, duties, fines, penalties, etc., by whatever name called as may become due and payable under the local, state and/or central laws, rules and/or regulations as may be prevalent and as amended from time to time in relation to Margin earned by PartyName pursuant to the Agreement. 18.2 PartyName shall co-operate fully with GUJARAT TECHNOLOGIES in the defense of any claim/s by any local, state or union authorities against GUJARAT TECHNOLOGIES with respect to any taxes and/or duties due and payable under this Agreement. Without limiting the generality of the foregoing… shall upon request by GUJARAT TECHNOLOGIES , promptly furnish to GUJARAT TECHNOLOGIES all documents, evidences in a form satisfactory to GUJARAT TECHNOLOGIES to defend such claim/s. 18.3 This clause 19 shall survive expiry or termination of this Agreement and remain in effect until the statute of limitations including extensions thereof for all claims by local, state or union government authorities against GUJARAT TECHNOLOGIES for taxes and duties expire. 18.4 TDS will be deducted, if applicable. 19. DISPUTE RESOLUTION 19.1 If any dispute or difference shall arise between the Parties to this Agreement as to the meaning or application of this Agreement, the rights or liabilities of the Parties to this Agreement or otherwise in relation to the Agreement, then (without prejudice to any other express or implied rights or powers) the dispute or difference ("Dispute") in this clause shall be determined as follows: 19.2 A Party must not commence court proceedings (except proceedings seeking interlocutory relief) relating to a Dispute arising under this Agreement unless it has complied with this clause. 19.3 A Party claiming that a Dispute has arisen under this Agreement must give the other Party written notice of the particulars of the Dispute. 19.4 In the event of a dispute, difference or claim between the Parties hereto, arising out of this Agreement or in any way relating hereto, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the parties shall first endeavour to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to arbitration in accordance with the Arbitration & Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force and such arbitration proceedings shall be held in English and in Ahmedabad. Each Party may nominate an arbitrator and the two appointed arbitrators shall nominate a third arbitrator. The panel of three arbitrators may conduct the arbitration proceedings. The decision of the arbitrators shall be final and binding on the Parties. 20. GOVERNING LAW AND JURISDICTION The validity, construction and enforceability of this Agreement shall be governed in all respects by the Laws of India. Subject to clause 20, the Parties hereto agree that in respect of any dispute arising upon, over or in respect of any of the terms of this Agreement, only the courts in Ahmedabad shall have jurisdiction to try and adjudicate such dispute to the exclusion of all other courts. 21. GENERAL 21.1 The invalidity or unenforceability for any reason of any term of this Agreement shall not prejudice or affect the validity or enforceability of the other terms. The invalid or unenforceable provision will be replaced by a mutually acceptable provision, which, being valid and enforceable comes closest to the intention of the Parties underlying the invalid or unenforceable provision. 21.2 All remedies of either Party under this Agreement whether provided herein or conferred by statute, civil law, common law, custom or trade usages, are cumulative and not alternative and may be enforced successively or concurrently. 21.3 The headings used in this Agreement are for ease of reference only and shall not define, limit, extend or describe the scope of this Agreement. Any reference to ‘days’ shall be a reference to business days. 21.4 This Agreement supersedes and replaces any and all prior Agreements, understandings or arrangements, whether oral or written heretofore made between the Parties and relating to the subject matter hereof, and constitutes the entire understanding of the Parties with respect to the subject matter of this Agreement. This Agreement may not be modified, changed, altered or amended except by an express written Agreement signed by all Parties hereto. 21.5 This Agreement has been executed in duplicate, each of which shall be deemed an original. 21.6 Whenever a sum of money due to GUJARAT TECHNOLOGIES from PartyName, in relation to this Agreement or otherwise, is not paid on the due date, it may be deducted from any sum then due, or which at any time thereafter may become due, to PartyName under this Agreement or any other agreement with GUJARAT TECHNOLOGIES . 21.7 Whenever a sum of money due to PartyName from GUJARAT TECHNOLOGIES , in relation to this Agreement or otherwise, is not paid on the due date, it may be deducted from any sum then due, or which at any time thereafter may become due, to GUJARAT TECHNOLOGIES under this Agreement or any other agreement with PartyName 21.8 No delay, neglect or forbearance on the part of a Party in enforcing against the other any provision of this Agreement shall be deemed to be a waiver or in any way prejudice any rights of the first party under this Agreement. No waiver by a Party shall be effective unless made in writing. No waiver by a Party of a breach of this Agreement shall constitute a waiver of any subsequent breach. IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Agreement or have caused this Agreement to be duly executed on their behalf, as on the date first written above. Gujarat Technologies PartyName Authorised Signatory Authorised Signatory Commercials As per attached proposal & Margin Matrix Integration charges Product /Requirement Integration Charges (One Time Non refundable)INR Service Tax (%) Total Mobile & DTH - Flexi 20000 0 20000 Margins sharing ratio: Gujarat Technologies shall share complete margin received from operators (i.e. 100%, 100% calculation is after recourse expenses.) with API, and will charge per transaction charges as per the slab rate, which is subject to change from time to time. Terms and Conditions Please read the following acceptance letter carefully, and sign it digitally DISTRIBUTOR AGREEMENT This Agreement ("Agreement") is made on this DateTime ("Effective Date") at Ahmedabad by and between: 1. GUJARAT TECHNOLOGIES , a company registered under the Act, 1976 and having its registered and corporate office at 4th floor, 407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad - 380061, Gujarat, India (hereinafter referred to as "Gujarat Technologies", which expression shall unless repugnant to the context or meaning thereof include their successors and permitted assigns) of the ONE PART; AND 2. PartyName, a individual/a proprietary concern / partnership firm / private limited company and having its registered office at AddressData, (hereinafter referred to as the "PartyName", which expression shall unless repugnant to the context or meaning thereof include their successors and permitted assigns) of the SECOND PART. Gujarat Technologies and the Distributor are hereinafter collectively referred to as the PartyName and individually as a PartyName. WHEREAS A. Gujarat Technologies is inter alia, in the business of facilitating distribution of services provided by various service providers to enable them to expand the distribution networks for the services provided by them. B. Gujarat Technologies proposes to appoint distributors in various cities and regions of the country for the purpose of managing retailers, to be appointed by Gujarat Technologies ("Retailers") in such cities and regions and to perform various other services as specified in this Agreement. C. The Distributor wishes to be appointed as a distributor in the Territory (as hereinafter defined) upon the terms and conditions contained in this Agreement. The Parties agree and undertake that they shall abide by the terms, conditions and stipulations contained in this Agreement and therefore agree to sign this Agreement confirming their commitment and intention in respect thereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1 APPOINTMENT OF THE DISTRIBUTOR 1.1 Subject to the terms and conditions contained in this Agreement, Gujarat Technologies hereby appoints the Distributor as the Distributor of Gujarat Technologies on Non – Exclusive basis for the Territory to provide the services listed in Annexure A ("Services") and the Distributor hereby agrees to provide the Services. 1.2 For the purposes of this Agreement, the term "Territory" shall mean territory designated by Gujarat Technologies. 1.3 The Distributor may describe himself as Gujarat Technologies’s ‘authorized distributor’, but must not hold [itself/himself] out as being entitled to bind Gujarat Technologies in any way. 2 COMMENCEMENT, TERM AND RENEWAL 2.1 Within 15 (fifteen) days of the Effective Date, the Distributor shall commence business in accordance with the terms of this Agreement. 2.2 The Agreement shall be valid for a period of 36 (thirty six) months commencing from the Effective Date ("Term"), unless terminated earlier in accordance with Clause 14 (Termination). 2.3 Upon the expiry of the Term and subject to satisfactory performance of the Services by the Distributor, the Agreement may be renewed at Gujarat Technologies’s option, on such terms and conditions as may be mutually agreed between the Parties. Gujarat Technologies may exercise its right of renewal by giving a notice in writing to the Distributor 3 (three) months prior to the completion of the Term. 2.4 In the event of exercise of such renewal option by Gujarat Technologies, the Parties shall forthwith execute a fresh agreement on the same terms and conditions. Such agreement shall be executed by the Parties prior to the expiry of the Term. 3 PROVISION OF SERVICES 3.1 During the Term, the Distributor shall render to Gujarat Technologies (by and through such of its officers, employees, agents, representatives and affiliates as Distributor, shall designate, from time to time), the Services. 3.2 Notwithstanding anything to contrary contained in this Agreement, Gujarat Technologies shall have the right at any time, to modify, alter and amend the lists of services set forth in Annexure A, including the manner in which the Distributor will be required to perform the Services. The Distributor shall be bound by all such modifications, alterations and amendments made by Gujarat Technologies. 4 BUSINESS PLAN AND MINIMUM TIE UPS 4.1 The Parties shall mutually agree upon a business plan in relation to sourcing of retailers to be appointed by Gujarat Technologies, which shall include, inter alia, the minimum number of persons that the Distributor shall introduce to Gujarat Technologies for appointment as retailers. The Distributor agrees to introduce retailers as per the business plan as agreed to between the Parties. In the event the Distributor is unable to introduce the specified number of persons to Gujarat Technologies to be appointed as retailers, Gujarat Technologies reserves the right to appoint an additional distributor in the Territory or to terminate this Agreement. 4.2 The Distributor acknowledges that Gujarat Technologies may reject, at its sole discretion and with or without providing any reason, any person introduced by the Distributor to Gujarat Technologies as a potential Retailer. 5 PAYMENTS AND COMMISSIONS 5.1 The Distributor shall deposit an amount of Rs. 5000 ("Deposit One Time Non Refundable") with Gujarat Technologies on or before the Effective Date. The Deposit shall be non interest bearing and non refundable at the time of termination of this Agreement, subject however, to the provisions of Clause 15 (Consequences of Termination). 5.2 All amounts due to Gujarat Technologies under this Agreement, including the Working Capital shall be deposited in accordance with the instructions provided in Annexure B. Gujarat Technologies may, by written notice of 2 (two) days, modify any of the details contained in Annexure B and the Distributor shall be bound by all such modifications. 5.3 The Distributor shall be entitled to commission, discount or service fees, or such other remuneration (collectively the "Commission") for the Services, as may be specified by Gujarat Technologies from time to time and published on Gujarat Technologies’s portal. All amounts paid by way of Commissions shall be subject to all applicable taxes, including service tax, surcharge, cess, etc, by whatsoever name called and such taxes will be subject to deduction of tax at source. Gujarat Technologies will debit the account of the Distributor to the extent of such taxes. 5.4 The Commission shall accrue to the Distributor only on receipt and realization by Gujarat Technologies of the full payment of dues from the Retailers managed by the Distributor. Subject to the aforesaid, the Commission so accrued shall be paid to the Distributor on a monthly basis by way of bank transfer or an additional credit in the Working Capital. 5.5 Payments made to the Distributor shall be subject to such withholdings as prescribed under applicable law. Subject to the aforesaid, Gujarat Technologies assumes no responsibility for the tax compliance of the Distributor. 5.6 All costs and expenses for traveling, promotional activities and other similar out-of-pocket expenses incurred in the performance of the Services shall be borne by the Distributor. 5.7 The Distributor may incur reimbursable expenses only with Gujarat Technologies’s prior written consent. As a condition to receipt of reimbursement for permitted expenses, the Distributor shall be required to submit to Gujarat Technologies reasonable evidence that the amount involved was expended and related to the Services provided under this Agreement. 6 OPERATIONS OF THE DISTRIBUTOR 6.1 The Distributor shall operate and provide the Services from an independent office, equipped with the necessary infrastructure and manpower required for provision of the Services. The Distributor shall intimate any changes in the location of such office to Gujarat Technologies, within seven working days of such change. 6.2 The Distributor shall intimate prior in written for any change in the location of the office. 6.3 Gujarat Technologies shall provide technology support to the Distributor required in relation to performance of the Services, including installation of Portal necessary to access the Gujarat Technologies portals/websites. 6.4 Gujarat Technologies may, from time to time, provide online and offline training to the Distributor, [at its cost,] for effective running of its business operations in respect of the Services. 6.5 Gujarat Technologies may also provide the Distributor with sales, publicity and marketing materials, including, brochures, leaflets, format of signage, logo, etc and other publicity related recommendations, from time to time. Such publicity and marketing materials shall be distributed to the Retailers in accordance with Gujarat Technologies’s instructions in this regard. The Distributor hereby acknowledges that all rights, title and interest in such materials and all updations/modifications to such materials. shall remain solely with Gujarat Technologies and the Distributor shall ensure that there is no unauthorized use of such materials. 6.6 Gujarat Technologies may, at its discretion, provide such other advice to the Distributor, including advice in relation to exteriors and interiors of the Distributor’s office, investment in information technology systems, basic accounting and business procedures, etc. The Distributor shall be bound by such advice of Gujarat Technologies. 7 MARKET INTELLIGENCE The Distributor shall develop adequate and relevant market intelligence in relation to the Territory and shall inform Gujarat Technologies from time to time about activities of other persons engaged in a business similar to Gujarat Technologies’s in the market place. 8 EMPLOYEES 8.1 The Distributor shall engage the minimum number of personnel as specified by Gujarat Technologies and such other additional personnel as may be required to effectively provide the Services. The Distributor shall ensure that all the personnel employed in the provision of the Services shall be adequately trained and shall comply with the terms of this Agreement. 8.2 The Distributor shall comply with and shall be solely responsible for compliance with all applicable labour laws, including the Payment of Wages Act, 1936, Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948 and the Payment of Bonus Act, 1965 in relation to the personnel it employs. 8.3 It is hereby clarified that Gujarat Technologies will not have any right, obligation or responsibility whatsoever to control, supervise or manage the Distributor’s employees, agents or independent contractors. 9 INTELLECTUAL PROPERTY 9.1 Through the Term, Gujarat Technologies hereby grants the Distributor a limited nonexclusive, nontransferable, non sub-licensable, non assignable, royalty free license to use the Portal solely for the purpose of provision of the Services as contemplated under this Agreement, which may be revoked by Gujarat Technologies at its discretion. 9.2 For the purpose of this Agreement, the term "Portal" shall include custom built Portal that is owned by Gujarat Technologies, or Portal that has been licensed from third party suppliers by Gujarat Technologies and in relation to which Gujarat Technologies has obtained the right to sub license from such third party suppliers. 9.3 The Distributor may not sublicense, assign or otherwise transfer the Portal to any person and is expressly prohibited from distributing, sublicensing, assigning, transferring or otherwise, the Portal, or other technical documentation pertaining thereto, or any portions thereof in any form. 9.4 The Distributor may utilize any third party Portal other than the Portal only with Gujarat Technologies’s prior written permission. Further, the Distributor shall ensure that such third party Portal is validly licensed and installed. 9.5 Further, Subject to these Terms and Conditions, Gujarat Technologies hereby grants a temporary, limited, revocable, conditional, non-exclusive, non-sub-licensable, non-transferable right to use the Intellectual Property, during the Term and solely for the purpose of and to the extent necessary for providing the Services and in accordance with the directions and specifications as, from time to time, communicated or approved by Gujarat Technologies. 9.6 For the purposes of this Agreement, the term "Intellectual Property" shall mean all intellectual property used for the purpose of or in association with or in relation to providing the Services, and includes without limitation, (a) Portal, operating manuals, Portal code, program, instructions, specifications, processes, input methods, data or information used in relation to, in association with or for the operation of the Portal installed by Gujarat Technologies; (b) the trade marks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by Gujarat Technologies during the course of its business and all depictions, derivations and representations thereof; (c) all promotional material including without limitation, advertisements, literature, graphics, images, content and the ‘look and feel’ of all of the above; (d) all information, data or material in whatever form, whether tangible or not, provided by Gujarat Technologies to the Distributor during the course of or in relation to the Services; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the products or services, labelling specifications, rights on Portal, and any other knowledge or know-how of any nature whatsoever. 9.7 Gujarat Technologies shall retain all rights over all Intellectual Property, including the Portal, its name and logo and all rights relating to the publicity and marketing materials. The Distributor hereby acknowledges that (a) the execution of this Agreement does not amount to any transfer to it of any Intellectual Property rights held by Gujarat Technologies prior to the execution of this Agreement, nor does this Agreement in any way limit the Gujarat Technologies’s rights over its Intellectual Property, including the right to license to others; and (b) any and all goodwill arising from the Distributor’s use of the Intellectual Property shall inure exclusively to Gujarat Technologies without compensation. 9.8 The Distributor shall not at any time: (i) Take any action, which shall or may impair Gujarat Technologies’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of Gujarat Technologies; (ii) Use or permit to be used the Intellectual Property by any person, firm, body corporate or authority; (iii) Use the Intellectual Property together with any other mark or marks or any other part of trademark; and (iv) Misuse or permit such unauthorized use of the Intellectual Property. 9.9 The Distributor further undertakes the following with respect to the Portal and the Intellectual Property: (i) It shall use only the Portal as stated in this Clause 9 in the provision of the Services; (ii) It shall use the Intellectual Property only in the form and manner stipulated by Gujarat Technologies from time to time and shall observe any directions given by Gujarat Technologies from time to time, including as to the colours and size of the representations of the logo, the manner and disposition on any printed matter including the signage on the interior and exterior of the Distributor’s office premises and any accompanying leaflets, brochures or other advertising materials prepared by the Distributor, etc.; (iii) It shall seek Gujarat Technologies’s prior written approval for the use of the Intellectual Property which is not previously provided for by Gujarat Technologies; (iv) It shall bring to Gujarat Technologies’s notice all cases of infringement or passing off of Gujarat Technologies’s Intellectual Property or registration or attempted registration of the same or of any other intellectual property similar thereto. In the event Gujarat Technologies undertakes any opposition to or any action to restrain or punish such act or acts, the Distributor agrees to cooperate fully and freely with Gujarat Technologies in the same. If required by Gujarat Technologies, the Distributor shall permit Gujarat Technologies to undertake such opposition or action in the name of the Distributor. The costs of any such action shall be borne by the Parties in such proportion as may be mutually agreed upon; and (v) It shall render to Gujarat Technologies all assistance in connection with any matter pertaining to the protection of the Intellectual Property whether in courts, before administrative agencies, within or without India, or otherwise. 10 CONFIDENTIALITY 10.1 For the purposes of this Agreement, the term "Confidential Information" means and includes the Intellectual Property and any and all business, technical and financial information of Gujarat Technologies or any of its affiliates that is related to any of the arrangements contemplated in this Agreement or otherwise and disclosed by Gujarat Technologies to the Distributor or available on Gujarat Technologies’s portal, any information which relates to its financial and/or business operations, including but not limited to, specifications, models, retailer lists/ information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, retailers, Intellectual Property, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation / commission/service charges payable to the Distributor pursuant to this Agreement, and other valuable, confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary. 10.2 The Distributor undertakes to keep and treat as confidential and not disclose to any third party, the Confidential Information, nor make use of such information for any purpose whatsoever, except to those of its employees or agents who need to know it for the performance of the Services under this Agreement, provided that this obligation shall not extend to information which is: (i) in, or comes into, the public domain other than by breach of this Agreement; (ii) in the Distributor’s possession prior to the receipt from Gujarat Technologies; (iii) is received from a third party who has not received the information directly or indirectly from Gujarat Technologies; or (iv) is required to be disclosed by order of a court of competent jurisdiction, provided that, Gujarat Technologies is provided with as much notice of disclosure as possible and an opportunity to contest the disclosure. 10.3 Upon the termination of this Agreement, or at any time upon Gujarat Technologies’s request, the Distributor shall return and surrender to Gujarat Technologies any Confidential Information including without limitation, data, information, Portal, files, books, magazines, reports, documents, manuals, audio and video tapes, floppies and discs and any other knowledge databases that came into his possession during the course of its engagement by Gujarat Technologies and shall not retain any copy thereof in any form whatsoever and shall with Gujarat Technologies’s written consent, promptly destroy the Confidential Information in its possession (and any copies, extracts and summaries thereof) and will provide Gujarat Technologies with written certification of destruction. 10.4 The Distributor must take reasonable steps to ensure that its employees and contractors comply with these confidentiality provisions and are bound to the extent necessary by confidentiality undertakings in writing. 10.5 The provisions of this Clause 10 shall survive the expiry or termination of this Agreement. 11 NON COMPETE AND NON SOLICIT 11.1 The Distributor acknowledges that it will have access to certain Confidential Information of Gujarat Technologies from time to time in the course of provision of the Services, and the disclosure of such Confidential Information could be extremely damaging to Gujarat Technologies’s business. In light of the same, the Distributor agrees that during the Term and for a period of 1 (one) year thereafter, it shall not, directly or indirectly, through its employees, affiliates or relatives or in a firm where the Distributor or any relative or nominee of the Distributor is a partner, or in any company where the Distributor or any relative or nominee of the Distributor is a director or shareholder: (i) Be appointed as a distributor for any other person or legal entity which is carrying on a business similar to or in competition with any business carried by Gujarat Technologies at the relevant time, whether in India or abroad; or (ii) engage in any business that is similar to or in competition with any business carried on by Gujarat Technologies at the relevant time. 11.2 During the Term, the Distributor shall not, either directly or indirectly, solicit any employee of Gujarat Technologies to leave his or her employment, induce or attempt to induce any such employee to terminate or breach his or her employment agreement with Gujarat Technologies, or hire any such employee or associate with any such employee, either during the course of their employment with Gujarat Technologies or after the termination of their employment with Gujarat Technologies. 11.3 During the Term, the Distributor shall not, either directly or indirectly, solicit, cause in any part or knowingly encourage any existing or potential clients or customers of Gujarat Technologies to cease doing business or not to do business, in whole or in part with Gujarat Technologies, or solicit, cause in any part or knowingly encourage any existing or potential clients or customers of Gujarat Technologies to do business with any person other than Gujarat Technologies, or associate with any prospective clients or customers while they continue to be clients or customers of Gujarat Technologies. 12 EXCLUSIVITY 12.1 The Distributor shall only market/promote Gujarat Technologies’s Services as authorized by Gujarat Technologies in writing in this behalf and shall not market/promote any other services that may potentially be provided by Gujarat Technologies in the future, unless otherwise authorized in the writing. 12.2 The Distributor shall devote his entire time and efforts towards undertaking the Services under this Agreement. The Distributor shall not provide similar services to any other person, unless so permitted by Gujarat Technologies in writing. 12.3 The rights granted to the Distributor under this Agreement are nonexclusive, and the Distributor acknowledges that Gujarat Technologies has and retains all rights except those expressly granted to the Distributor under this Agreement. 13 OBLIGATIONS OF THE DISTRIBUTOR 13.1 Undertakings and Covenants by the Distributor The Distributor hereby agrees and undertakes the following: (i) It shall be responsible for managing all the Retailers in the Territory and ensuring that the Retailers comply with the terms of the retailer agreement entered into by each Retailer with Gujarat Technologies, a copy of which will be provided to the Distributor; (ii) The Distributor undertakes not to encroach/poach upon the territories assigned to other distributors or retailers. In the event of disputes between the Distributor and any other distributor of Gujarat Technologies, such disputes shall be resolved by an officer appointed by Gujarat Technologies in this behalf, whose decision shall be final and binding. (iii) It shall maintain accurate and proper accounts of all transactions between the Retailers and itself in relation to the provision of services by the Retailer; (iv) It shall immediately intimate Gujarat Technologies of any violation of the terms of the retail agreement entered into between Gujarat Technologies and the Retailer, which comes to its notice, or any potential violation by any Retailer, or of other circumstances that cause damage to the goodwill and reputation of Gujarat Technologies; (v) It shall observe proper ethics and transparency in all its actions in the course of provision of the Services and shall not, in any circumstances, take any action or make any statement that may mislead any Retailer/customer or prospective Retailer/customer of Gujarat Technologies; (vi) It shall not provide any discounts on the prices fixed for various products/services by Gujarat Technologies, except with Gujarat Technologies’s prior written consent; (vii) It shall promote the sale of Gujarat Technologies’s products/services in accordance with the publicity and marketing guidelines issued by Gujarat Technologies from time to time; (viii) It shall make all efforts to settle any disputes that may arise between Retailers, or between the Retailers and the consumers amicably and in the event any such dispute is referred to a consumer forum or other competent authority, shall provide all assistance in the settlement of the dispute; (ix) It shall be solely responsible for and hereby undertakes to strictly comply with all applicable laws having jurisdiction in any manner whatsoever in connection with the provision of the Services and shall obtain and maintain in full force and effect all registrations required under applicable laws for the operation of the business and provision of the Services, including the exhibition of sign boards and/or neon/advertising signs, etc, at its expense; (x) It shall ensure regular and timely payment and deposit of all taxes, duties and other levies as applicable from time to time with the relevant authorities; (xi) It shall obtain Gujarat Technologies’s prior written approval for any change in the location of its office; and (xii) It shall use its best endeavours and take such steps as Gujarat Technologies may reasonably require to ensure that its management and staff keep confidential the contents of this Agreement and/or all information they obtain about Gujarat Technologies’s business which is not available to the general public and to not disclose such confidential information to unauthorized staff or to any other third party. 13.2 Representations and Warranties of the Distributor The Distributor represents and warrants that: (i) it has had a full and adequate opportunity to read and review this Agreement and to be thoroughly advised of the terms and conditions of this Agreement by an attorney or other personal representative, and has had sufficient time to evaluate and investigate the provision of Services under this Agreement and the financial requirements and risks associated with the same; (ii) it has the requisite capital to set up and maintain its office as required under this Agreement; (iii) Neither the execution of this Agreement nor the performance of the Distributor’s obligations under this Agreement will result in a violation or breach of any other agreement by which the Distributor is bound; (iv) Neither the Distributor nor any of the Distributor’s partners, employees or agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement; (v) The Distributor is not a consumer, customer and/or subscriber in any manner of Gujarat Technologies; (vi) The Distributor is becoming a Distributor of Gujarat Technologies only for getting extra source of income and earning money; (vii) It has the right to disclose or use all ideas, and other information, if any, which the Distributor has gained from third parties, and which the Distributor discloses to Gujarat Technologies in the course of performance of this Agreement, without liability to such third parties; and (viii) Gujarat Technologies has a right, to inspect its business that is related to the provision of Services under this Agreement, and to monitor continued and ongoing compliance under this Agreement. 14 TERMINATION 14.1 This Agreement may be terminated by mutual agreement between the Parties. Further, this Agreement shall automatically terminate upon expiry of the Term, which term has not been renewed by the Parties in accordance with Clauses 2.3 and 2.4. 14.2 Either Party hereto shall have the right to terminate this Agreement with or without cause, by giving written notice of 60 (sixty) days to the other Party. 14.3 Gujarat Technologies shall be entitled to terminate this Agreement by written notice of [30 (thirty)] days to the Distributor in the following circumstances: (i) the Distributor commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 (thirty) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; (ii) if, in Gujarat Technologies’s opinion, the Distributor is not a fit person to carry out the obligations imposed on the Distributor under this Agreement; (iii) Failure to deposit the proceeds of sale made by Distributor or its Retailers to Gujarat Technologies on a daily and perpetual basis; and (iv) Immediately on the occurrence of: (a) the Distributor becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (b) failure to comply with the directions of Gujarat Technologies issued under Clause 19; or 14.4 Notwithstanding anything to the contrary herein, Gujarat Technologies may terminate this Agreement without notice provided: (i) if, by the acts or default of the Distributor, Gujarat Technologies suffers damage to its name and reputation; or (ii) in the event the Distributor fails to commence operations in accordance with Clause 2.1; or (iii) the Distributor fails to achieve with the minimum monthly business or fails to start or not promoting any line of business offered by Gujarat Technologies for a consecutive period of 3 (three) months; or (iv) the Distributor commits any breach of Confidentiality as provided in Clause 14; or (v) upon the circumstances stated in Clause 17 (Force Majeure); or (vi) there is a change in shareholding/control or management of the Distributor; or (vii) any event that would affect the ability of the Distributor to perform its obligations under this Agreement occurs; or (viii) any of the directors/partners/proprietor of the Distributor are convicted of any criminal charge; or 15 CONSEQUENCES OF TERMINATION 15.1 Upon termination of this Agreement for any reason as stated in Clause 14 (Termination) above, the Distributor shall: (i) immediately discontinue and cease to use the trade mark, logo and other Intellectual Property provided by Gujarat Technologies and shall immediately hand over any and all copies or documentation of such Intellectual Property; (ii) immediately return to Gujarat Technologies all Confidential Information provided to the Distributor under this Agreement; (iii) immediately return to Gujarat Technologies originals and copies of any and all materials provided to the Distributor pursuant to this Agreement or in the course of provision of the Services, including publicity and marketing materials in its possession; (iv) immediately discontinue and cease to use any Portal provided by Gujarat Technologies and shall hand over any copies or documentation of such Portal and shall purge such Portal or cause it to be purged from all human and machine readable media (or other memory devices); (v) provide remote access to Gujarat Technologies to disable any Portal that Gujarat Technologies had installed; (vi) remove all signboards, banners, glow signboards of Gujarat Technologies from its office and also all such material, which will indicate any association with Gujarat Technologies; (vii) cease to promote, market or advertise Gujarat Technologies or its products/services; and (viii) the Distributor shall grant Gujarat Technologies, its employees or agents, access to its information technology systems for a period of 30 [thirty] days after termination. 15.2 In the event of termination of this Agreement by Gujarat Technologies on the ground mentioned in Clause 14.4(ii), Gujarat Technologies reserves the right to appoint an alternate distributor without any compensation to the Distributor and all the amounts paid by the Distributor will be adjusted against compensation for consequential opportunity lost by Gujarat Technologies. In such a case, the Distributor shall continue to provide the Services until the new distributor is appointed. 15.3 Notwithstanding the above, the Distributor shall not, if so directed by Gujarat Technologies discontinue the Services during the notice period and shall continue to provide the Services as per the terms and conditions of this Agreement until indicated otherwise by Gujarat Technologies. 15.4 Upon the termination of this Agreement for reasons attributable to the Distributor, Gujarat Technologies shall have the right, exercisable at its sole discretion, to appoint another distributor in its place. The Distributor shall fully cooperate with such newly appointed distributor. 15.5 Upon notice of termination from either Party, or upon expiry of the Term, the Distributor shall ensure that during the period of 1 (one) month leading to the termination, all systems and procedures will be strictly adhered to and all customers handled properly. All enquiries from customers will be diverted to Gujarat Technologies by the Distributor. 15.6 Upon the termination of this Agreement other than for reasons attributable to the Distributor, Gujarat Technologies not refund the Deposit, Gujarat Technologies shall refund the Working Capital, within 3 (three) months of termination, provided that the accounts have been reconciled and cleared with all the Retailers of the Distributor and after having obtained a no objection certificate from the Retailers. 15.7 Subject as otherwise provided in this Agreement and to any rights or obligations that have accrued before termination, neither Party shall have any further obligation to the other under this Agreement. 16 INDEMNITY 16.1 The Distributor hereby undertakes to indemnify, defend and hold harmless Gujarat Technologies, its affiliates, officers, directors, employees, agents, successors and assignees (collectively the "Indemnified Parties") from and against all claims, damages, losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses and other professionals, arising out of or resulting from: (i) any action by a third party against the Indemnified Parties that is based on any negligent act, material omission or willful misconduct of the Distributor or its employees, personnel, officers or agents and which results in: (a) any bodily injury, sickness, disease or death; (b) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting thereof; or, (c) any violation of any statute, ordinance, or regulation; (ii) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the breach by the Distributor of any applicable laws, by-laws, regulations and guidelines; (iii) any loss, damage or prejudice suffered by any of the Indemnified Parties due to the Distributor representing/providing wrong information to third parties unauthorizedly on Gujarat Technologies’s behalf; (iv) any loss, damage or prejudice suffered by reason of any claim or proceeding by any third party against any of the Indemnified Parties due to the infringement of any of Gujarat Technologies’s Intellectual Property rights/ Portal by the Distributor during the provision of the Services; (v) any loss, damage or prejudice suffered by any of the Indemnified Parties due to any claim made by the Distributor’s employees against Gujarat Technologies for non compliance with any labour laws; (vi) any misrepresentation of any representation or warranty of the Distributor under this Agreement or any breach of the provisions of the Agreement by the Distributor; and (vii) any breach of the provisions of Clause 10 (Confidentiality) by the Distributor. 17 FORCE MAJEURE If the Distributor is prevented from performing any of its obligations under this Agreement due to any cause beyond the Distributor’s reasonable control, including, but without limitation to, any act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers (a "Force Majeure Event") the time for the Distributor’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that if the Distributor is unable to cure that event within 30 (thirty) days of the Force Majeure Event ceasing, or such further time as may be granted by Gujarat Technologies, Gujarat Technologies may terminate this Agreement. 18 RELATIONSHIP BETWEEN THE PARTIES 18.1 The Services rendered by the Distributor under this Agreement shall be provided as an independent contractor to Gujarat Technologies, and nothing in this Agreement creates or shall be deemed to create the relationship of partners, joint venturers, employer-employee, or principal-agent between the Parties. 18.2 Each Party shall have no authority, without the prior written consent of an executive officer of the other Party, to (i) create any obligation or responsibility on the part of the other Party; or (ii) legally bind or obligate the other Party in any other manner; or (iii) supervise or direct any of the other Party’s employees. 18.3 The Distributor shall not, without Suvdhaa’s prior written approval, either on its invoices, letterheads or any other place or by any other means, orally or in writing, make any statement or representation, calculated or liable to induce others to believe that the Distributor is the agent of Gujarat Technologies or do any act, deed or things to bind Gujarat Technologies in any way in dealing with any third party (ies). 19 RECORDS AND AUDIT 19.1 The Distributor shall maintain all statutory records as may be required from time to time to be maintained under the applicable laws. 19.2 Further, the Distributor shall maintain accurate books of accounts in relation to the provision of Services pursuant to this Agreement in accordance with standard accounting practices and shall have the same audited annually by an auditor of good standing and repute and shall forwarded copies of the audited accounts to Gujarat Technologies annually or as and when required by Gujarat Technologies. 19.3 The Distributor hereby permits authorized personnel of Gujarat Technologies to enter into and inspect all books, accounts, records and materials in relation to the business operation related to this Agreement during normal business hours. 19.4 During the Term and at any time within sixty (60) days after the termination of this Agreement, Gujarat Technologies or its employee/representative/agent may, at its expense, carry out an audit to determine whether the Distributor has properly complied with its obligations under this Agreement. 19.5 In the event the results of such audit determines that the Distributor has not complied with its obligations under this Agreement, Gujarat Technologies shall intimate the Distributor of such non performance or the non-observance and the Distributor shall, if possible, immediately comply with its obligations, or within such other period as may be specified by Gujarat Technologies in the written notice issued pursuant to this Clause 19. 20 MISCELLANEOUS 20.1 Dispute Resolution: The Parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of the disputing Parties, either Party may refer the dispute to arbitration, upon written notice to that effect to the other Party. In the event of such arbitration: (i) Such arbitration shall be in accordance with the Indian Arbitration and Conciliation Act, 1996 (which is deemed to be incorporated in this Agreement by reference). (ii) All proceedings of such arbitration shall be in the English language. The venue of arbitration shall be Ahmedabad , India. (iii) The arbitration shall be conducted by a sole arbitrator to be appointed by Gujarat Technologies, who shall either be a retired Judge or a person of repute with high standing. (iv) Arbitration awards rendered shall be final and binding and shall not be subject to any form of appeal. The losing Party(ies), as determined by arbitrators, shall pay all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) incurred by the prevailing Party(ies), as determined by the arbitrators, in connection with any dispute unless the arbitrators direct otherwise. (v) Nothing shall preclude a Party from seeking interim or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant the same. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy for all Claims through the arbitration described in this Clause. 20.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India 20.3 Jurisdiction: Subject to Clause 20.1, the courts at Ahmedabad , India shall have exclusive jurisdiction. 20.4 Counterparts: This Agreement shall be executed in any number of counterparts, all of which shall constitute one and the same agreement, and each of which shall be deemed an original. 20.5 Entire Agreement: This Agreement together with all Annexures hereto, constitutes and contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all previous communications, negotiations, commitments, either oral or written between the Parties respecting the subject matter hereof. 20.6 Severability: If for any reason whatsoever any provision of this Agreement is or becomes, or is declared to be, invalid, illegal or unenforceable under applicable law, then the Parties will negotiate in good faith to agree on one or more provisions to be substituted therefor, which provisions shall, as nearly as practicable, leave the Parties in the same or nearly similar position to that which prevailed prior to such invalidity, illegality or unenforceability. Such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement, and the remaining provisions of this Agreement shall be given full force and effect. 20.7 Further Actions: The Parties shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may be reasonably required to give effect to the terms of this Agreement. 20.8 Waivers: Unless otherwise agreed by the Parties, no failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy. 20.9 Amendments: No change, alteration, modification or addition to this Agreement shall be valid unless in writing and properly executed by the Parties hereto. 20.10 Third Parties: Nothing in this Agreement, unless expressly provided for herein, is intended to confer upon any Person, other than the Parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement. 20.11 Assignment: The Distributor shall not assign, sub let or sub contract any of its obligations under this Agreement to any third party, unless it obtains Gujarat Technologies’s prior written consent. 20.12 Notices: Any notice, direction or other documentation required or remitted to be given hereunder shall be in writing and may only be given by personal delivery, international courier, electronic mail or facsimile (with confirmation received) shall be addressed to the Parties at the following addresses or such other address as either of the Parties may from time to time designate by notice in writing to the other. Any notice, direction or other documentation, if personally delivered or if sent by courier will be deemed to have been given or made on the date on which it is delivered or if sent by electronic mail or facsimile, will be deemed to have been given or made on the next business day following the day on which it was sent. For Gujarat Technologies For Distributor Attn.: CEO, Address: Gujarat Technologies 4th Floor, 407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad – 380061, Gujarat, India Tel. No.: +91 79 40327111 Email : firstname.lastname@example.org Attn.: CEO, AddressData 20.13 Injunctive Relief: Gujarat Technologies shall be entitled to injunctive relief in the event of breach of the terms of the Agreement by the Distributor to prevent or curtail any actual or threatened breach by the Distributor of the express provisions of this agreement or purpose fundamental (though not expressed) to signing of this Agreement. 20.14 Rights Cumulative: The rights, powers, privileges and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by applicable law or otherwise. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under these Terms and Conditions shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part. Similarly, No single or partial exercise of any right, power, privilege or remedy under these Terms and Conditions shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy. [THE REMAINDER OF THIS PAGE HAS NOT BEEN INTENTIONALLY BLANK] The Parties have entered into this Agreement, the day and year first above written. For GUJARAT TECHNOLOGIESFor PartyName ________________________________ Authorized Signatory ________________________________ Authorized Signatory Name:GUJARAT TECHNOLOGIESName: PartyName Title: VP – SALESTitle: Distributor Address: 4th Floor, 407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad – 380061, Gujarat, India Address: AddressData [THE REMAINDER OF THIS PAGE HAS NOT BEEN INTENTIONALLY BLANK] Annexure A Services 1. Introducing potential retailers to Gujarat Technologies by forwarding applications received from various persons within the Territory for the same. 2. Provision of service, training and total distribution support to the Retailers, including supply and dispatch of all consumables, props, and other material supplied by Gujarat Technologies and ensuring that the same are properly displayed at the retail outlets. 3. Managing collection from the Retailers, by collecting payment from the Retailers on behalf of Gujarat Technologies and depositing the amounts so collected in the designated bank account. 4. Extending lines of credit to the Retailers at its own discretion and risk. 5. Ensuring that the opening terminal balance of every Retailer complies with the minimum working capital limit as prescribed by Gujarat Technologies from time to time and ensure that no Retailer carries on business on credit. 6. Collecting documents, cheques, forms, etc from the Retailers on a daily basis and subsequently processing the same as per business process requirements and submitting the same to Gujarat Technologies, or banks or other service providers or any other place as directed by Gujarat Technologies. 7. Setting off the claims of the Retailers in the Territory, if Gujarat Technologies has approved such claims in writing. 8. Provision of cash and financial support to the Retailers in the event of emergencies, including for refunds/payment to customers for maximum of 2 (two) working days that will be reimbursed by Gujarat Technologies. 9. Promotional activities: a. Maintaining stock and preparing MIS of the promotional material dispatched from Gujarat Technologies and ensuring that such materials will be displayed in the retail outlets at prominent eyelevel locations to promote the business at that outlet; b. Ensuring the visibility of the brand and the promotions from time to time; c. Ensuring that the Gujarat Technologies sign boards which are given by Gujarat Technologies to the Retailers are properly displayed and maintained; and d. Ensure that the Retailers comply with the terms of their retail agreement entered into with Gujarat Technologies, a copy of which has been provided to the Distributor. 10. To prepare plans for local promotions for increasing revenue of the existing retail outlets or for increasing the outlet base of the area along with the budgets for the same and have the same approved in writing by Gujarat Technologies. 11. Credit Management: All Retailers appointed under the Distributor shall open a non operative collection account with designated bank which will have standing instructions to transfer the amount deposited to Gujarat Technologies’s account on a daily basis. The Distributor shall ensure that the Retailers deposit their sales proceeds after deducting their commission in this account on a daily basis. 12. In the event the Retailer does not have access to a branch of designated bank, it shall be the responsibility of the Distributor to collect the sales proceeds from such Retailer and the Distributor shall deposit all payments collected from such Retailer on a daily basis and deposit the same into Gujarat Technologies’s designated bank account and intimated Gujarat Technologies of the same by couriering the original deposit slip of the bank to Gujarat Technologies. [THE REMAINDER OF THIS PAGE HAS NOT BEEN INTENTIONALLY BLANK] Annexure B Working Capital 1. Gujarat Technologies shall intimate changes / modification (if any) in the working capital prior in writing to the Distributor. [THE REMAINDER OF THIS PAGE HAS NOT BEEN INTENTIONALLY BLANK] 1. Two colour, passport sized photographs 2. Photo ID Proof: Copy of Passport or PAN card or Driving license 3. Permanent Address Proof: Copy of Passport or Driving License or Ration Card By account payee cheque drawn in favor of "Gujarat Technologies" Or By cash deposited (or online transfer) to our account - A/C Holder: Gujarat Technologies A/C Number: 32520469542 SBI Bank: Gulab Tower, Ahmedabad IFSC Code: SBIN0060428 Please enclose a copy of the cash deposit or online transfer receipt. 4. Two signed copies of the Agreement with Rs. 100 non judicial stamp paper (Mobile Recharge Distributor Agreement). We will get back to you once we receive and process your documents. Looking forward to a fruitful partnership with you. Regards Gujarat Technologies Email - email@example.com Phone: (079) 40327111 (Mon to Saturday, 10 am to 6 pm) Our mailing address API Network Management Team Gujarat Technologies 4th Floor, 407, Kalasagar Mall, Satadhar, Ghatlodia, Ahmedabad - 380061 Phone: (079) 40327111 [THE REMAINDER OF THIS PAGE HAS NOT BEEN INTENTIONALLY BLANK] The field marked with * are mandatory.