DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT (“Agreement”) is made and executed on this [●] day of
(OCTOBER 2024 at Indore.

BETWEEN

M/s Bugsmirror Research Private Limited, CIN U72900MP2021PTC069355, Private

Limited Company validly registered under the provisions of the Companies Act, 2013 and
having its registered address at Unit No-905-906 Skye Corporate Park, P No - 25 Scheme No-78-
2, Indore, Indore Ddu Nagar, Indore- 452010, India, hereinafter referred to as the “ Company”
(which expression, shall unless it be repugnant to the context and meaning thereof, be deemed to
mean and include its successors and permitted assigns) of the FIRST PART

AND

M/s SURAKSHATE FZCO, Registration No 11491, A DUBAI INTEGRATED ECONOMIC

ZONE COMPANY validly registered under the provisions of DUBAI SILICON OASIS
AUTHORITY SILICON OASIS DUBAI , and having its registered address at A2,101,DUBAI
DIGITAL PARK, IFZA-DSO,SILICON OASIS AUTHORITY through its authorized
representative Lakshman Nalvade G having EMIRATES-ID No 784-1972-8658686-8 hereinafter
referred to as the “Distributor” (which expression, shall unless it be repugnant to the context
and meaning thereof, be deemed to mean and include his legal heirs, executors, successors and
administrators) of the OTHER PART

The Company and Distributor are individually referred as “Party” and collectively as the
“Parties”.

WHEREAS:

1. The Company is engaged in the business of providing digital security solutions through its
developed algorithms and software.
2. The Distributor is an entity having relevant expertise and network to effectively promote the
Company’s services and product as defined in Clause 1.

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3. The Company is desirous to engage M/s SURAKSHATE FZCO as its Distributor to promote
the Company’s services and product to its end users and M/s SURAKSHATE FZCO accepts
the engagement to market and acquire customers for the services and product offered by the
Company.

4. The Parties have therefore agreed to execute this legally binding Agreement, inter alia, to
record the terms and conditions for the services to provided and availed by the Parties under
this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL REPRESENTATIONS

AND COVENANTS CONTAINED HEREIN, IT IS AGREED BETWEEN THE PARTIES
AS FOLLOWS:

1. DEFINITIONS

In this Agreement, in addition to the terms already defined anywhere in this Agreement, and
unless it be repugnant to the meaning and context, the following words (capitalized or
otherwise), shall have the meaning set forth below.

1.1. “Agreement” shall mean this agreement executed on the date and year herein above
mentioned and shall include all annexure appended to this agreement which may at
present or from time to time be attached with the consent of the parties (duly signed by
the Authorized Signatory of Parties, respectively) and shall be regarded and construed as
an integral part of this agreement and accordingly, the parties shall be governed by the
terms of this agreement and the said annexure(s).

1.2. “Confidential Information” shall mean and include but not limited to trade secrets,
inventions, and information pertaining to research, development, purchasing, marketing,
selling, or other forms and means all information that meets one or more of the following
conditions:

i. It has not been made available generally to the public either by the Company or by
a third party with the Company’s consent,

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 ii. It is useful or valuable to the Company’s current or anticipated business or research
and development activities or those of a client of the Company, or
iii. It either has been identified as confidential to Distributor by the Company (orally or
in writing) or it has been maintained as confidential from outside parties and is
recognized as intended for internal disclosure only.

1.3. “Customer/Clients” shall mean and include the end user of Services and Products
offered by the Company.

1.4. “Territory” shall mean the area as mentioned in the annexure-A assigned to the
Distributor for operations.

1.5. “Product” shall mean and include as mentioned in the annexure-A.

1.6. “Services” shall mean and include as mentioned in the annexure-A.

2. APPOINTMENT

2.1. Company hereby appoints M/s. SURAKSHATE FZCO as its Exclusive Distributor for
Middle East Africa and Non Exclusive for India for a period of 3 years to solicit clients
for the products and services offered by the Company using its network in the Territory
of Middle East Africa and India in accordance with the terms of this Agreement.

2.2. The Appointment in no case provides authority to the Distributor to make any
commitments on behalf of the Company without the prior approval of the Company.

3. DISTRIBUTOR’S OBLIGATIONS

3.1. The Distributor shall be responsible for promoting the products and services of
Company and maximize the customer on-boarding the Company which shall involve,
inter alia, the following:

A. Generating leads and organize meetings with potential clients in the designated
territory, Middle East Africa and India Region.

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 B. Participate in Marketing initiatives, including events, webinars and digital
campaigns as mutually decided by the Parties mutually.

C. Advertise the services and products with aid of branding materials provided by the
Company;

D. Ensure compliance with the provisions of applicable statute/ rules / regulations /

guidelines/ notifications polices, etc. notified by the Government of the designated
territory;

E. Maintaining the necessary licenses / permits / records / documents / registers / as

required under the provisions of the applicable laws;

F. Conducting due diligence on the potential clients prior to the on-boarding;

G. Maintaining the sales records and forecasts and shall submit records to the
Company in accordance to the schedule mutually decided by the Parties;

H. The Company will provide Warrantee Support for all the Software provided to the
Distributor back to back .

I. All other ancillary and incidental activities for effective on-boarding of the Clients.

3.2. Distributor hereby agrees and confirms to not promote the products and services outside
the Territory nor solicit sales from clients located outside the Territory. Provided that
both the Parties agree and confirm that the operating territory stated herein can be
amended subject to prior approval by the Company.

4. CONSIDERATION
4.1. The Distributor shall be entitled to receive the payment as mentioned in the annexure-
A. (“Payment”)’
4.2. The Payment shall be made in Indian Rupees (INR) or US Dollar (USD) via bank
transfer or other payment mode as mutually decided by the Parties.

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 4.3. Both the Parties agree and confirm that the Payment shall be released on account of the
Company receiving the total amount of invoice raise to the client by the Distributor.
4.4. Both the Parties agree, confirm and declare that the terms of payment can be updated
from time to time subject to mutual discussion between the parties and written consent
provided by the Company.

5. RESERVED RIGHTS
Both the Parties hereby agree and confirm the following:
5.1 The Company reserves the right to advertise market and solicit clients within the
Territory in collaboration with SURAKSHATE mutually agreed.
5.2 The Company reserves the right to appoint and enter into agreement with other
distributor within the Territory. (This clause needs to be taken out).
5.3 The Distributor acknowledges and agrees that the rights granted under this Agreement
are limited to specific rights and activities as outlined herein.

6. INTELLECTUAL PROPERTY RIGHTS

Both the Parties agree that the Company shall reserve and retain all rights, titles, and interests
in and to any intellectual property in regard to the products and services. This includes, but is
not limited to designs, patents, copyrights, trademarks, trade secrets and any other intellectual
property rights.

7. NON-COMPETE
The Distributor including his direct beneficiaries in business, interest and job title shall not
directly or indirectly compete with the Company’s business and its successors and assignees
during the term of the Agreement and for a period of 3 years following the expiration or
termination of this Agreement and notwithstanding the cause or reason for termination.

8. NON-SOLICITATION

8.1. During the period of Distributor’s engagement from the effective date, after the date
of voluntary or involuntary termination, the Distributor will not directly or indirectly

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 solicit or encourage an individual to leave the company and work for a competitor.

8.2. The Distributor shall not interfere with the relationship between the Company and any
person engaged or employed by the Company.

8.3. The Distributor s h a l l not solicit, divert, contact or call upon customers of the
Company with the intent of doing business.

9. CONFIDENTIALITY

9.1 The Distributor shall ensure that the confidential information disclosed by the Company
is not used or permitted to be used in any manner incompatible or inconsistent with the
terms of this Agreement. The Distributor shall take all reasonable and necessary
precautions to protect such information of the Company against misuse, loss or
destruction.

9.2 The Distributor expressly agrees and undertakes not to handover, permit copies of or
otherwise deal with any and all records handed over to him by the Company in
pursuance of this Agreement to any third party under any circumstances whatsoever
without the prior express written instructions received from the Company in this
regard.

9.3 Notwithstanding the above, if the Distributor is directed by a court order or other
legal or regulatory requirement or similar process to disclose confidential
information, in such case he shall notify the Company in writing, along with the copy
of such order or other legal or regulatory request at least a week prior of disclosing
such confidential information.

9.4 Neither Party shall make any public announcement regarding the existence or
contents of this Agreement without the other Party's prior written approval and
consent.

10. TERM AND TERMINATION

10.1. This Agreement shall be effective from the date and year hereinabove mentioned

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 and shall be valid until terminated in accordance with the terms and conditions
mentioned hereto.

10.2. It is agreed that the Parties shall be entitled to terminate this Agreement at any point
of time by giving 30 (Thirty) days advance written notice only after settlement of all
the accounts receivables and payables from each Party with or without assigning any
reason thereof.

10.3. In the event of breach of any of the terms of this Agreement by either Party, the
Party not in breach shall issue a notice of 15 (Fifteen) days calling upon the other
Party to remedy such breach. If the other Party fails to remedy such breach to the
reasonable satisfaction of the Party issuing the notice, such Party not in breach shall
be entitled to terminate this Agreement forthwith. All the duties, obligations,
warranties, confidentiality, indemnity clause and other accrued rights of the parties,
shall survive the termination of this.

11. PRESENTATION AND WARRANTIES

Each Party, severally, represents and warrants to the other that:
11.1. It has the requisite power and authority to enter into this Agreement and to perform its
obligations contained herein;
11.2. It has the necessary arrangement/infrastructure/facilities for fulfilling its obligations
contained herein;
11.3. It is not a party to any agreement and knows of no Law, regulation or order that would
prohibit it from entering into and performing its obligations under this Agreement or
that would conflict with the terms of this Agreement;
11.4. This Agreement constitutes a legal, valid and binding of it, enforceable against it in
accordance with the terms of this Agreement

12. RELATIONSHIP BETWEEN PARTIES

The Parties hereby confirm and declare that this Agreement is executed by the Parties on a
principal-to-principal basis, save and except in case of any and every act done by the
Distributor in contravention of the prevailing law, in which event, the Distributor shall bear
the sole liability, whether civil, tortious or criminal, arising out of such actions.

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13. INDEMNIFICATION
Distributor hereby agrees to indemnify the Company from all costs, expenses, including
reasonable outside attorneys' fees, claims, suits, demand, actions, settlement, damages, and
liability by third parties (Collectively, "Claims") that the Company may suffer or incur by
reason of the Distributor’s breach of terms and conditions, representations and warranties
stipulated in this Agreement and their respective failure to fulfill their duties and obligations
recorded under this Agreement. The Parties expressly agree and confirm that this Clause
shall survive the termination of this Agreement.

10. GOVERNING LAW AND DISPUTE RESOLUTION:

10.1. Governing Law: The Parties expressly agree to the application of the Indian Laws,
interpret, and shall enforce all of their rights, duties, and obligations arising from, or
relating in any manner to, the subject matter of this Agreement, and submit to the
jurisdiction of the Court at Indore, India
10.2. Any and all disputes ("Disputes") arising out of or in relation to this Agreement
between the Parties or arising out of or relating to or in connection with this Agreement
or the performance or non-performance of the rights and obligations set forth herein or
the breach, termination, invalidity or interpretation thereof shall be referred for
arbitration in terms of the Arbitration and Conciliation Act, 1996 or any amendments
thereof.
10.3. Prior to submitting the Disputes to arbitration, the Parties shall resolve to settle the
Dispute(s) amicably through mutual negotiation and discussions.
10.4. In the event that the said Dispute(s) are not settled within 15 (Fifteen) days from the
date of referring the same to negotiations, the same shall finally be settled and
determined by arbitration in accordance with the Arbitration and Conciliation Act, 1996
or any amendment thereof.
10.5. The seat place of arbitration shall be Indore and the language shall be English.
10.6. The arbitral tribunal shall consist of one arbitrator to be mutually agreed by the Parties.
In the event the Parties fail to appoint the arbitrator through mutual discussion, the
Parties shall approach the applicable court/forum for the appointment of the arbitrator

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 and the decision of the court/forum in this regard shall be binding on the Parties.
10.7. The arbitral award shall be in writing and be final and binding on the Parties and be
enforceable in any court of competent jurisdiction.

11. MISCELLANEOUS:

11.1. Amendments: Any provision of this Agreement may be amended only if such
amendment is in writing and signed by each Party.

11.2. Assignment: Neither Party shall be entitled to assign their rights and obligations under
this Agreement to a third person without the prior written consent of the other Party.

11.3. Nature of Rights: Each of the rights of the Parties are independent, cumulative and
without prejudice to all other rights available to them, and the exercise or non-exercise
of any such rights shall not prejudice or constitute a waiver of any other right of the
Party, whether under this Agreement or otherwise.

11.4. No Waiver: No failure or delay by any Party in exercising any right, power or
privilege nor shall any single or partial exercise of any other right, power or privilege
hereunder operate as waiver thereof and the rights and remedies herein provided shall
be remedies provided by Law.

11.5. Notices: Any notice or other communication under or in connection with this
Agreement is to be in writing in the English language and signed by or on behalf of the
Party giving it. The notice or communication may be served by being delivered
personally or sending it by facsimile transmission or by registered post or by e-mail to
the Party due to receive the notice or communication at the below mentioned addresses:

Company:

Name: Bugsmirror Research Private Limited

Address: Unit No-905-906 Skye Corporate Park, P No - 25 Scheme No-78-2,

Indore, Indore Ddu Nagar, Indore- 452010

Email: [email protected]

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 Phone:

DISTRIBUTOR

Attention: Lakshman Nalvade G

Address: A2,101,DUBAI DIGITAL PARK ,IFZA DUBAI DIGITAL

AUTHORITY,DUBAI SILICON OASIS AUTHORITY PO BOX 342001
DUBAI UNITED ARAB EMIRATES

Email: [email protected]

Phone: _+971 564800053

Any notice given under this clause will be deemed to have been served on the
addressee:

(i) On the date of delivery, if delivered by hand, (ii) On fifth day after posting
through Registered A D or Courier, (iii) On the fifth day of posting if posted
through Courier or Speed Post, (iv) immediately if sent by given e-mail address of
messenger service on the mobile phone of the Party(ies).

The address or email ID for serving notices can be changed by any Party by
properly serving notices thereof on the other Parties informing them of the changes
of address.

11.6. Entire Agreement: This Agreement consists the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior agreement,
understand and negotiations, both written and oral between the Parties with respect
to the subject matter of this Agreement.

11.7. Further Assurances: In connection with this Agreement, as well as all

transactions contemplated by this Agreement, each Party agrees to execute and
deliver such additional documents and to perform such additional action as may be
necessary, appropriate or reasonably required.

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 11.8. Severability: The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Agreement in such jurisdiction or validity. legality or
enforceability of this Agreement, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the Parties hereunder
shall be enforceable to the fullest extent permitted by Law.

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement, to be

effective as of the date hereof.

Place:

Date:

For & On behalf of COMPANY For & On behalf of DISTRIBUTOR

Name Name

Lakshman Nalvade G

Signature Signature

Designation Designation

CEO and Founder

In the presence of:

WITNESS 1 WITNESS 2

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Name Name

Signature Signature

Date Date

Annexure-A

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