AGREEMENT

This Agreement is made at Bangalore on this _____ day of ______________, 2018 by and
between:

Chumbak Design Pvt. Ltd, a company within the meaning of the Companies Act,
1956 and having its registered office at 520, CMH Road, 1 st Stage, Indiranagar,
Bangalore – 560038 through its Authorized Signatory ________________, authorized vide
board resolution dated ___________________, (hereinafter referred to as “Company”),
which expression shall, unless repugnant to the context, mean and include its
successors and permitted assign etc., of the First Part.

AND

_______________________, a partnership firm/Company/Proprietorship firm, having its

registered office at ______________________________________ through its managing
partner/Director/Proprietor, ___________________________ (hereinafter referred to as the
“Distributor”) which expression shall, unless repugnant to the context, include its
successors-in-interest and permitted assigns, of the Second Part.

COMPANY and the Distributor are hereinafter collectively referred to as “Parties” and
individually as “Party”.

WHEREAS:

1 The COMPANY is engaged in diversified areas of business, including inter alia, the
business of marketing and selling of branded apparel, footwear, accessories, home
décor, Beauty care, etc. under brand name ‘Chumbak’ which is owned by the
COMPANY.

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2 The Distributor is a super stockiest of various brands and has represented that it
has the resources and expertise is doing business as Distributor and has requested
the Company to appoint itself as one of its Distributor for the product category as
mentioned in Annexure – I of this Agreement (Hereinafter referred to as the “said
goods”).

3 The Company has, based on the representation of the Distributor, agreed to

appoint the party of the Second Part of this Agreement as its Distributor for the
region/territory of _____________ and upon the terms & condition as mentioned
herein under.

4 On the basis of the agreed understanding, and in consideration of the covenants

made herein, the above named parties now wish to enter into this Agreement for
the said purpose to reduce the said understanding in writings as mentioned
hereinunder.

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

I) SCOPE & COVENANT OF DISTRIBUTOR

1) The Company, in consideration of the terms of this Agreement, appoints the

Distributor for the goods of the Company under the Brand name “Chumbak” or
under any other brand as may be owned /introduced by the Company for the
specified territory/region of __________________.

2) That the Distributor shall not cross his territory as well as interfere in the
territory assigned to other Distributor /any other mode of sale.

3) The Distributor shall deliver the goods to the retailer on FOC (Free of Cost) and
on Sale or Return basis.

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 4) The Distributor shall maintain separate warehouse or separate space,
dedicated especially for the stock keeping of the said goods, at its warehouse.

5) That the Distributor shall ensure safe custody of goods, so that goods may not
be damaged or stolen. The Distributor undertake to maintain adequate
security and hygiene level at the warehouse. The Distributor shall be liable for
any pilferage, shrinkage, theft, loss of the product after the goods is delivered
to the Distributor.

6) The Distributor shall maintain stock inward and outward record in its own IT
system /software or on the IT platform of the Company at the sole discretion of
the Company.

7) The Distributor shall have adequate manpower for billing, packing and
delivery of goods of the Company to the retailers. The Distributor shall ensure
that an employee shall be dedicated for the sales of the goods of the Company
and shall be in coordination of the Area Sales Manager of the Company.

8) That the Distributor shall make regular market visit and provide the best
service to all the retailers. The Company shall provide branding/marketing
scheme support to the Distributor.

9) The Distributor shall provide to the Company on monthly basis, detail of sale
(Invoices) of the goods made to retailers within 5 th day of each English
calendar month.

II) TERM

The Agreement shall be valid for a period of 3 (Three) years from the date of the
Agreement and shall automatically cease to exist upon expiry of the said term. The

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Agreement may be renewed, at the sole discretion of the Company by executing a
fresh Agreement on the mutually agreed terms.

III) STOCK DELIVERY AND SALE

1) The COMPANY shall consign the products and deliver them to the Distributor
at its warehouse, on the basis of Sales Invoice. The freight charges and any
other charges related to transportation of goods till the warehouse of the
Distributor shall be borne by the Company.

2) The Distributor shall timely provide the related forms as may be required
under law to the Company, for the purpose of goods transfer to the Distributor.
The Company shall not be responsible for delayed dispatch of goods due to non
receipt of the above mentioned forms.

3) The books of accounts, records, vouchers, and other related records register
shall be true and correctly maintained by the Distributor and the same will be
available in the Distributor’s office for the inspection at any time by the
Company or their authorized agents.

4) It shall be the responsibility of the Distributor to keep count of the stock upon
delivery. The Products shall be kept in the custody of the Distributor from the
point of unloading and at its own sole risk and the Distributor shall keep the
Company harmless and indemnifies from all losses/liabilities.

5) The Distributor shall thoroughly check all cartons and Products on delivery. In
the event the Distributor finds any Products to be damaged or short delivered,
the Distributor shall record such damage or short delivery on the delivery
receipt/ lorry receipt carried by the transporter along with details of such
damage or short delivery. The Distributor shall also inform the COMPANY in

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 writing within a period of 24 hours about the delivery of such damaged or
short delivered goods. Unless both the above conditions are satisfied, the
Products shall be deemed to have been accepted and in safe custody of the
Distributor.

6) The title to the Products shall always remain with the Company until the
payment for the said goods has been made in full by the Distributor to the
Company.

7) The Distributor shall never have the right to tamper/alter/remove the MRP
tag, brand logo, brand tag affixed on the product, for any reason whatsoever.

8) All expense for transportation/delivery of goods to the retailer including but

not limited to insurance of stock shall be borne by the Distributor.

9) The Distributor, shall ensure not to mix the goods of the Company with the
product of the other brand/company and shall ensure that the packing boxes
for the delivery of the goods to the retailers shall contain the goods of the
Company only.

10)Any damaged or short delivery goods shall be the sole liability of the
Distributor and the Distributor shall indemnify the Company from all losses in
this regard.

11)The Distributor shall, at its own cost, obtain and maintain comprehensive
insurance coverage from reputed insurers/Insurance Company, for the said
goods of the Company stored at the warehouse of the Distributor and also for
the stock in transit on a full replacement basis against fire, floods, earthquakes
and other natural causes, burglary, unusual perils including war, business
interruption etc., employer’s liability and third party liability insurances.

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 12)The defective goods returned by the retailers subject to quality check by the
company may be returned within _____ from the date of invoicing by the
Company. Any return shall be supported by a proper Debit note with reason
thereof and as per the SOP (Scope of Procedure) of the Company, which shall
be communicated to the Distributor from time to time.

13)Stock correction shall take place at the end of every season to the extent of 10% of
the total stock. The Company shall, from time to time, provide sales schemes and
the Distributor/retailer shall adher to such sales scheme.

IV) COMMERCIAL

1) The Company shall pay to the Distributor margin at the rate of ___% of the total
goods sold to the Distributor. For the purpose of this sub-clause, the
abovementioned percentage shall be calculated on MRP and the
abovementioned percentage shall be exclusive of GST or any other relevant
tax, as may be applicable.
2) The Company shall provide __% Cash Discount (CD) on payment made by the
Distributor within __ days from the date of Invoice.
3) The credit period agreed between the parties is 60 days. In other words, the
Distributor shall make the payment within 60 days of Invoice.
4) All goods dispatched from Company to the Distributor will be against Sales
Invoice. In Company’s books of Accounts the Distributor will reflect as
‘Debtors’. The Distributor shall deposit 2 undated blank cheques to the
Company which shall be enchased against the amount of Sale Invoice by the
Company, in case the Distributor fails to make the payment within the
abovementioned due date. The Company shall deposit the cheque before the
bank for clearance, as and when necessary. The Distributor has undertaken to
ensure for maintaining adequate fund for encashment of the said cheque and
in case of any dishonour of cheque, the Company shall without prejudice to its
rights to recover the amount, shall be entitled to claim bank charges and

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 interest @ 24% per annum over and above the principal amount and to take
legal recourse under the provision of the Negotiable Instrument Act, 1881 and
any other relevant law.
The Distributor shall replenish the said undated blank cheque immediately as
and when the said cheque is used by the Company.

V) TRADEMARK

Nothing contained herein shall give the Distributor any right, title or interest in or to
any of the Mark and the Distributor shall be entitled for limited use of the Trademark,
logo of the Company only for which the Company shall approve in writing. The
Distributor shall not develop, create, generate, own, license, lease or use in any
manner any trademark/ logo (including, without limitation, any Internet home page,
e-mail address, website, domain name, bulletin board, newsgroup or other Internet-
related medium or e-commerce etc.,) which in any way uses or displays, in whole or in
part, the Marks, or any of them, or any words, symbols or terms confusingly similar
thereto without COMPANY’s express written consent, or any other trademark,
tradename, logos, graphics or other intellectual property rights owned or used by
COMPANY.

VI) CONFIDENTIALITY

The Distributor agrees to maintain at all times, during as well as after the tenure of
this Agreement, confidentiality of all data, material and information given to it in
relation to the COMPANY as well as the work that it will perform for the COMPANY
and information that comes into its knowledge and shall not divulge the same to any
person during the term of the Agreement or thereafter without the prior written
approval of the COMPANY. Further, the Distributor agrees that it shall not use such
data and information for any other business or purpose except as specified under this
Agreement. The Distributor shall not make any unauthorized copies of any portion of

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such data and information in/from whatever form whatsoever. The Distributor shall
also adopt and implement all reasonable procedures to prevent unauthorized use or
disclosure of such information by its partners, directors, representatives, agents and
employees. The Distributor acknowledges that the disclosure or unauthorized use of
any such information of COMPANY will cause irreparable injury, for which monetary
damages would not provide an adequate remedy and COMPANY shall be entitled to
pursue such other remedies as it deems fit. This clause shall survive the expiration or
termination of this Agreement. On expiry or earlier determination of this Agreement,
the Distributor shall return any/ all such information provided by COMPANY to the
Distributor under this Agreement or destroy the same, as directed by COMPANY. In
case the Distributor commits any breach under this clause, the same shall be subject
to the actual losses suffered by the Company and the Company shall be entitled to
claim for compensation, damages with respect to the same.

VII) TERMINATION AND ITS CONSEQUENCES

1) This Agreement shall automatically cease to exist upon expiry of the term as
mentioned in Clause No. II hereinabove. The Company shall have all the right to
recover all dues from the distributor including the mode of encashment of
undated Cheque of the Distributor and/or any other legal recourse available to
the Company.

2) The Distributor shall be entitled to terminate this Agreement, any time during the
term of this Agreement, by giving 3 (Three) month written notice to the
Company. However, the Company shall be entitled to terminate this Agreement
by giving 1 (One) month written notice.

3) Notwithstanding anything mentioned in this Agreement, the Company shall, at its

sole discretion, have the right to forthwith terminate this Agreement without any
notice, in case of any breach of the terms & condition of this Agreement by the
Distributor.

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VIII) INDEMNITY

The Distributor shall indemnify the COMPANY and its directors and employees from
and against all losses, damages, costs and expenses incurred by or threatening to arise
against the Indemnified Parties under any claims, actions, settlements, orders/
judgments, proceedings etc. initiated by the government, statutory authorities, third
party or any person claiming directly or indirectly through the Distributor in
connection with breach of this Agreement or any other act or omission at or in
connection with the business of the Distributor under this Agreement.

IX) SURVIVAL
The provisions of Clauses V, VI, and VIII of this Agreement shall survive the expiry/
earlier termination of this Agreement.

X) MISCELLANEOUS

1) This Agreement is executed in two counterparts, one to be kept by the COMPANY

and one by the Distributor, each of which shall be considered as an original. In the
event that any clause or sub-clause of this Agreement is voided as being contrary
to law, this Agreement shall continue and have effect as if such clause or sub-
clause had been omitted from this Agreement, provided that any ambiguities in
the construction of this Agreement caused by the voided or omitted clause shall be
resolved insofar as shall be lawfully possible by reference to the intent of such
voided or omitted clause or sub-clause.

2) Nothing contained in this Agreement, and no action taken by the parties pursuant
to this Agreement, shall be construed to imply that there is any relationship
between the parties of partnership or of principal/agent or of
employer/employee, nor are the parties hereby engaging in a joint venture,
association or other co-operative venture, and accordingly neither of the parties
shall have any right or authority to bind the other by contract or otherwise, unless
expressly permitted by the terms of this Agreement.

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3) This Agreement is specific to the Distributor, and the Distributor cannot assign the
Agreement, or the rights and obligations under this Agreement, in whole or in part
to any other person or entity under any circumstances whatsoever.

4) This Agreement represents the entire understanding between the Parties in

relation to the subject matter hereof and supersedes all arrangements made by
either party, whether oral or written. The parties agree that, except as expressly
set out in this Agreement, neither party will have any liability for any untrue
statement or representation made by it (whether innocently or negligently) upon
which the other party relied in entering into this Agreement, unless such untrue
statement or representation was made fraudulently. This Agreement shall prevail
over any inconsistent terms and conditions in any other agreement between the
parties or any other agreement with any third parties or referred to in
correspondence or elsewhere and any conditions or stipulations to the contrary
are hereby excluded and extinguished.

5) No variation of this Agreement shall be valid unless it is in writing and signed by

or on behalf of each of the parties by a director or other duly authorized officer of
each of the parties.

6) The failure to exercise or delay in exercising a right or remedy under this

Agreement shall not constitute a waiver of the right or remedy or a waiver of any
other rights or remedies, and no single or partial exercise of any right or remedy
under this Agreement shall prevent any further exercise of the right or remedy or
the exercise of any other right or remedy.

XI) NOTICES

Any notices and other communication including any statement to be sent under this
Agreement / amendments shall be in writing and shall be addressed by Registered
Post Acknowledgement Due or E-Mail, to the addressee at the following address or

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such other address as may be notified in writing by the parties. The said notices and
other communication shall be marked attention:

COMPANY:
Chumbak Design Pvt. Ltd.
520, CMH Road, 1st Stage,
Indiranagar, Bangalore – 560038

Distributor:
________________________
________________________
________________________

XII) JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of
India. All disputes arising under or in relation to this Agreement shall be subject to the
jurisdiction of the courts at Bangalore only to the exclusion of all other courts.

IN WITNESS WHEREOF THE PARTIES HAVE ON THE DAY MONTH AND YEAR
MENTIONED ABOVE SIGNED THIS AGREEMENT

For Chumbak Design Pvt. Ltd. For _________________

Authorized Signatory Authorized Signatory

WITNESSES;

1. Signature…………………………………………………
Name……………………………………………………..
Address…………………………………………………..
…………………………………………………………….

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2. Signature…………………………………………………
Name……………………………………………………..
Address…………………………………………………..
…………………………………………………………….

ANNEXURE – I

1. Laptop Bags
2. Laptop Sleeves
3. Lunch Bags
4. Backpacks
5. School Bags + Lunch Box + Sippers
6. Wallets and travel pouches.
7. Tote Bags
8. Cosmetic Packs

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