12.

AGREEMENT BETWEEN MANUFACTURER AND LOGISTICS SERVICE

PROVIDER
Parties THIS AGREEMENT is executed at ………… made on this
……… day of ………… 2008 between ABC Pvt. Ltd., a Company
incorporated under the Companies Act, 1956 and having its
Registered Office at ………… hereinafter referred to as “The
Company” or "ABC” (which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include its
successors and assigns) of the ONE PART; AND LSP PRIVATE
LIMITED, a company incorporated under the Companies Act, 1956
and having its registered office at ………… (hereinafter referred to as
"LSP", (which expression shall, unless it be repugnant to the context
or meaning thereof deem to include its legal heirs and
representatives, executors, administrators and assigns) of the
OTHER PART.
Recitals WHEREAS
(1) The Company is carrying on the business of manufacturing
and sale of ………… and is in need of a logistics service provider to
provide for warehousing and distribution of its goods.
(2) “LSP” is engaged in the logistics business, which involves
the provision of warehousing and distribution services and ancillary
services in relation thereto.
(3) “ABC” is desirous of availing and “LSP” is willing to provide
the services, as defined hereunder on the terms and conditions herein
after contained.
Testatum NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY
AGREED AND DECLARED BETWEEN THE PARTIES HERETO AS
FOLLOWS:
Location & (1) LSP shall act as the Company’s Logistics Service Provider at
Term ………… for receiving, warehousing, safe storage and dispatch of
Company’s goods to various destinations, including local City
distribution and outstation deliveries to the transporters warehouse for
Upcountry Invoices for a period of 1 year (One Year) (unless
otherwise terminated as provided in terms and conditions hereinafter
mentioned) effective from ………… to ………… on the direction and
control of the Company & its representatives at its Branch Office at
…………
Ownership & (2) The Company’s goods kept in the LSP’s Warehouse, though
possession under LSP’s custody, shall remain the property of the Company and
the LSP would be responsible for its safety and security. The LSP
shall not make any claim or exercise any right with respect to the
goods. The LSP will not have any lien on the Company’s goods kept in
the LSP’s warehouse under this Agreement.
Lien/Charge (3) The LSP shall not hypothecate/pledge or otherwise encumber
on Goods or raise any finance on security of the Company’s goods
warehoused, and that the goods shall not be removed, sold or
invoiced on behalf of the Company, otherwise than and in
accordance with the written instruction in this regard by the Company.
(4) The LSP shall not hold or claim to hold any lien or create any
charge upon any of the products, stationery or document held by it on
behalf of the Company or on the unserviceable products received
from the customers.
(5) The Company shall ensure that all payments specified in

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 proposal shall be made within the prescribed limits. In the event of
the Company transferring stocks from the warehouse upon expiry
and closure/Termination of the agreement period, the Company shall
settle the account of LSP in full for the service rendered prior to
movement of stocks from the warehouse.
(6) Any visibly defective or damaged goods or incorrect count
and discrepancies during receipt of stocks into the warehouse shall be
notified to the Company by LSP in writing.
Liability and (7) The LSP shall be liable for all types of losses, damages,
Limitation of destruction to goods or tampering with the quality of goods or
Damages shortages in the quantity of the goods caused due to non/wrong
delivery of the goods and/or by any act of commission or omission by
the LSP, its employees, servants, and agents whilst the goods are in
the custody or under the control of the LSP and/or caused from the
LSP's failure to exercise such care in regard to the goods as a
reasonably careful man would exercise under like circumstances. LSP
shall be liable to the Company for any loss or injury to Goods caused
by the negligence or omissions or failure to act of LSP.
(8) In the event of loss, damage or destruction to goods as
reported in Clause 7 for which LSP is legally liable, LSP's liability shall
be limited to the Landed Value of the lost, damaged, and/or destroyed
goods. The LSP’s liability referred to in this Clause shall apply to all
claims including inventory shortage and mysterious disappearance of
goods in due course of LSP operations.
(9) The LSP shall not hold out or claim to have implied authority
as a LSP of the Company beyond that specified by the Company.
Ware- (10) The LSP shall provide a Warehouse of first class
housing construction admeasuring 6000 sq.ft. including the built up area,
Requirement loading, unloading area, aisle space & office space at the warehouse
for a period of minimum one year to store Company’s Goods within
the area of the premises at …………….
(11) The warehouse provided by the LSP should either be of the
ownership of the LSP or should have been/should be taken on lease
for a minimum period of one year. The LSP should not change the
warehouse provided without the prior written approval of the
Company. Any dispute relating to the title or lease of the premises in
which LSP is carried on, should immediately be brought to the notice
of the Company.
(12) No explosive, dangerous or offensive goods shall be
supplied by the Company to LSP for storing in warehouse. LSP also
warrants that the goods stored in warehouse other than of ABC are
not explosive, dangerous or offensive in nature.
(13) The Warehouse should be free from dampness, water
leakage and other elements which may adversely affect the
Company’s goods. Adequate fire extinguishers of the correct type
should be provided and it should be considered as a first class risk
from the point of view of Fire Insurance. At least one fire extinguisher
of 9 liter Water/Foam for every 300 Sq. Mtrs. or part thereof must be
installed. For each electrical panel/switch board two DCP
extinguisher of 5kg capacity or two CO2 extinguishers of 4.5 kg.
capacity should be provided. All electrical panel/switchboard should
be easily approachable and electrical wiring should be routed through
proper conduits and there shall be no loose wiring or joints in the
electrical circuits. All fire extinguishers must be kept in working

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 condition all the time and competent third party should be appointed
for annual maintenance of the fire extinguishers to check physical
condition and contents. Testing & refilling status along with expiry
date must be displayed on extinguisher. Escape routes should be
clearly marked on a fluorescent board and list of the contact numbers
for emergency services should be displayed clearly at prominent
places. No inflammable material should be stored, either in the LSP’s
Warehouse or any adjoining Warehouses or in the open space
immediately outside the Warehouse within a perimeter of 20 yards.
The LSP shall abide by conditions laid down by Insurance
Companies/Inspector of Explosives.
(14) At the space in the warehouse where the Company’s goods
are stored, the LSP shall arrange to maintain a proper notice board
with the following wordings:
“GOODS STORED IN THIS WAREHOUSE ARE THE
PROPERTY OF ABC Pvt. Ltd., REGISTERED OFFICE: …………
Destruction (15) If a warehouse is fully or partially destroyed and ABC’s
of a Ware- goods destroyed or remain unaffected, then LSP shall take immediate
house measures within a reasonable period of time for security and
protection of unaffected goods and for restoration of business with the
Company. The Company reserves the right to terminate this
Agreement at its sole option in case restoration of business after such
destruction is not possible or acceptable to the satisfaction of the
Company.
Inspection (16) The Company shall be entitled at its absolute discretion, and
in a manner thought fit by them, to employ at or to permanently station
an employee at the Warehouse Premises of the LSP or to periodically
visit at the cost and expenses of the Company with a view to inspect
the Warehouse Premises, supervise or check the work carried out by
the LSP. The LSP shall render assistance as may be required to the
Company's executives, officers, representatives and sales Staff during
the time of the visit to the Warehouse Premises or otherwise. Such
assistance shall include the use of the office part of the Warehouse
Premises by the Company's executives, officers, representatives and
Sales staff.

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 (17) The LSP shall be responsible at its own cost for the receipt
LSP Activities of goods at the warehouse, maintenance of warehouse, i.e. rent,
municipal taxes, clerical staff, labor, security staff, loading and
unloading of goods, Bookings on Road Transport for upcountry
Invoices, providing Computer, Printer plus other peripherals of
Company’s configuration as per Schedule-II. The clearance of
consignment from Railways and Road Transport office shall also be
the responsibility of the LSP subject to reimbursement of expenses
incurred on such clearance by the Company to LSP on such terms as
may be mutually agreed between the parties.
(18) The LSP shall provide two telephone lines dedicated to the
Company’s operations of which one will have a Shared Fax Machine
making deliveries, return of goods from dealer, undertaking for
collection of cheques and banking operations and adhering to the
reporting/documentation/monitoring systems of the Company and any
other job forming part of the LSP operations.
(19) The LSP should also as required for operation of services,
maintain and operate the ABC provided e-mail facility in the LSP’s
Warehouse so that communication can be made conveniently
through e-mail.
(20) The LSP shall ensure that a sufficient number of
experienced and competent employees as agreed are available for
carrying out the services as required by the Company under this
Agreement. Personnel employed by LSP for the rendering of the
service in accordance with the terms and conditions set out in this
Agreement shall not be considered to be the employees of the
Company.

(21) Minimum number of manpower to be provided by LSP to the

Company shall be:
(a) One Warehouse Manager
(b) One Data Entry Clerk
(c) One Inward and Outward Supervisor
(d) One Night Watch Man (Shared)
(e) One Housekeeping Labour (Shared)
(f) Manpower for loading/unloading of the Company’s goods,
etc.
(22) Save as expressly provided in this Agreement, the LSP
undertakes to settle all genuine claims that may arise on him for
proper fulfillment of the contractual obligations and other genuine
claims towards any loss of goods/funds, the Company may suffer
during the course of the operations through the LSP.

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Considera- (23) In consideration of the LSP rendering the services to the
tion satisfaction of the Company the LSP will be paid an all-inclusive
amount of fixed commission per month as per Schedule I. In addition,
the LSP will be paid variable commission as per Schedule I. Except
as expressly provided for in this Agreement, the commission shall
include all costs associated with the services provided by LSP under
this Agreement.
(24) No expenses other than Fixed Commission, Variable
Commission, (as per Schedule I), Secondary Freight (as per Clause
39) is payable to the LSP. Other statutory cost such as Service Taxes
on total billing by the LSP shall also be paid by the company.
(25) The LSP shall not be entitled to claim commission other
than mentioned in Schedule I on sales made by the Company directly
to its dealers or to various Government Accounts/Customers in the
region where dispatches have been made directly from Company’s
Factories or Sales Offices and on stock transferred to other Branches.
The Company reserves the right to make direct delivery to the dealers/
customers at its discretion. The LSP will be reimbursed for any
services rendered in these cases.

Receipt & (26) The LSP will ensure that all operations related to the
Dispatch Company are completed on the dates as per the calendar of working
Require- days as supplied by the Company. In case of a difference in the dates
ments of holidays the same will be agreed upon in writing before the start of
the calendar year. LSP shall continue to perform the activities on all
working days as per Company’s requirement during the working
hours 9.30 hrs to 18.30 hrs. The C&F will also co-operate if required,
by working on holidays limited to support the Fortnight end and Month
end day of operations. In situation beyond the control of the LSP like
bandhs, strike or lockout at LSP place, the LSP will inform the
Company in advance of the same in writing stating clearly the reason
why operations would not be carried out on any particular day.
(27) Any request or order made by the Company’s Sales person
which is illegal or against the Company’s norms & policies, it is
obligatory on the part of the LSP to immediately report to Director -
Logistics. A written approval is must from Director - Logistics for
deviating from any of the company’s policies. Any failure on part of
LSP to fulfill this obligation will be considered as a violation of this
agreement.
(28) The LSP shall make the delivery based on the order given
by the Company’s sales person, however he shall ensure that no
delivery of goods is made without collection of the payment of an
amount equivalent to that of the Invoice for all local deliveries.
(29) For any deviation from the above mentioned procedure, a
prior written sanction of Director -Logistics must be obtained by the
LSP. The acknowledgement with date of the delivery of the goods to
the Dealer for all the dispatches must be obtained.
(30) The Company shall despatch the goods from the
manufacturing site to the Warehouse Premises by rail/road in
securely packed containers/cartons and in the manner appropriate to
the relevant description and quantity of pack of the goods. The LSP
will receive, accept and properly store all goods received from the
Company’s Factory/Office/Customers and dispatch consignments of
the Company’s goods to various destinations as per the instructions
of the Company’s Sales staff.

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 (31) The LSP shall ensure necessary arrangement for receiving
the goods at his warehouse. He has to make proper arrangement for
labor & other facilities related to receipt of material at the warehouse.
Any charges related to loading & unloading will be borne by LSP.
(32) All vehicles and material sent from the Company’s Plant to
LSP must be unloaded immediately. In case of detention of vehicles
sent from the Company’s Plant at LSP, information to and prior
approval of Logistics Dept of ABC must be sought. In the event of
approval has not been received, LSP will be debited for detention
charges levied by the Transporter on the Company. Also if detention
arises out of LSP inability to unload, then the LSP shall be liable to
bear the same.
(33) The LSP shall deliver a transit-loss report in the form and
manner required by the Company, on receipt of the goods by the
LSP, reporting any damage or discrepancy in the quality or quantity
of the goods, after which the Company shall not be obligated to
entertain any claims. The same has to be reported on LR of
transporter and acknowledged by the representative/driver of the
transport company.
(34) The LSP is required to get ledger acknowledgement for all
local dealers. For upcountry dealers, the LSP shall provide the ledger
statements to Sales Team for confirmation.
(35) The LSP will store at the warehouse, unserviceable goods,
which may be received from customers. Such goods returned will be
kept at specified place and display of “ABC GOODS NOT FOR
SALE” to be prominently written. The disposal instructions in respect
of those will be advised to the LSP by the Company’s Officers from
time to time and the LSP will act accordingly. The LSP will maintain
proper records in respect of such goods separately in a register.
(36) The LSP shall ensure the delivery to the Local Dealers
within 24 hours of the preparation of the Invoice. He shall ensure that
no undelivered items are lying in the Warehouse after 24 hours of the
issue of invoice. A maximum period of 3 days can be considered
under special circumstances with the written approval of General
Manager – Sales. No commission will be payable on sales return and
for any undelivered/late delivered items lying in the Warehouse if no
permission has been taken.
(37) The storage of goods/damaged goods/sales returns in the
warehouse will be done in-line with instructions which the Company
will issue from time to time so that there is no damage to the
Company’s goods.
(38) Dispatches should be made by Road Transport/Railways as
the case may be as instructed by the Company and such dispatches
shall be made by the LSP within the order fulfillment period as
specified by the Company, subject to availability of booking.
Consignment notes and other documents should be forwarded to the
Company’s Office as per details which would be worked out and
intimated to the LSP later or negotiated through Bankers as per the
Company’s instructions.
(39) For up-country dispatches by Road Transport, the Company
shall advise the LSP the names of the authorized Transport Carriers
and the rates applicable for each destination. In case the LSP is
required to arrange for transport of goods by road to up-country
stations, the Company will make Payment of freight charges to the

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 LSP on the basis of rates agreed by the LSP with the Transport
Carriers as per the contract between LSP and the Transporter. In the
event of dispatches of Goods by Rail, the LSP will be reimbursed the
actual Railway Freight on the submission of the evidence of payment.
All booking reimbursement shall be done on monthly basis by the
Company.
(40) Dispatches of the Company’s goods will be made by the
LSP as per the instructions and on behalf of the Company and goods
shall be booked showing the Company as the ‘CONSIGNOR’ and the
consignee being ‘SELF’. However, the LSP will be responsible for the
local cartage & the safety of the goods from the LSP’s warehouse
until booking is completed at the Road Transport booking office.
Railway/ Road freight for up-country dispatches of Invoices will be to
the Company’s account and separate bills should be submitted for
reimbursement of the same on a monthly basis as per approved rates
with supporting documents in the prescribed format.
(41) The LSP will be kept informed by Sales & Marketing Dept
through ERP System of the Dealers credit limit, and all relevant
details. The LSP is required to fully adhere to the Credit policy of the
Company related to Dealers billing, which are to be serviced by him in
writing by the Company. The Sales & Marketing Dept of the Company
will notify further new appointments or any termination of dealers to
the LSP. All such notices shall be acknowledged by the LSP and
maintained as records for the life of this Contract. All dispatches will
be based on the above-mentioned information and in accordance with
the Company policies and procedures for each of the above-
mentioned issues.
Records and (42) The Company shall make available to the LSP, such printed
Documents stationery (bearing the Company logo) and other documents as the
LSP may require to enable the LSP to render the services. The LSP
shall always be responsible for the safe custody of such stationery
and documents and render its account to the Company. The LSP
shall notify the Company sufficiently in advance for replenishment of
stationery so as to ensure that the operations do not suffer due to
shortage of stationery. Other stationery for daily purpose and records
shall be on LSP’s account. In case of non-availability of stationery,
the Company will advise the LSP regarding the use of alternate
means of documentation.
(43) The LSP will maintain proper records of Inventory, updated
Stock register, Sales Register, Claim Register, Collection Register,
Bank Deposit Slips, Sales & Stock Transfer Invoices (both inward
and outward), copy of Lorry Receipts (inward and outward
dispatches) and all other records informed by the Company from time
to time. And the same should be made available to the Company’s
employee(s) for their inspections/verifications whenever required. The
LSP is also responsible to keep/maintain records prescribed under
the provisions of Local Sales Tax Act/VAT/CST. The LSP shall also
take the data back-up of all the documents/files in a CD (read only) at
a periodical intervals as directed by ABC time-to-time and a copy
there of shall be forwarded to ABC. The LSP shall appoint
person/persons who will be in a position to operate Company’s
software program, or such other system introduced in future in the
computer system and generate reports as provided and required by
the Company. The LSP will follow the working procedures as
prescribed in the Company’s LSP Manual and TS-16949 Standards.

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 (44) The Company's officers, executives, representatives and
Sales staff shall be entitled to verify the statements records without
any obligation whatsoever that are submitted to them by the LSP
from time to time and also be entitled to verify the stocks of the
Goods. During such visits, the LSP shall render the requisite
assistance in such verification. The LSP shall give in writing and get
the approval from the Company, the names of persons who are
authorized to sign invoices and all relevant documents on behalf of
the Company. The LSP shall fully indemnify the Company for the
actions taken by such authorized persons.
(45) All documents and records maintained or to be maintained
from time-to-time shall be the property of the Company and therefore
the Company reserves the right to call for or to take in it’s custody all
such records/documents required by it. However, in the event of
termination of this Agreement, the LSP shall handover complete
records, files, and other documents to the authorized person of the
Company.
Collections, (46) The LSP will be responsible for collecting payments of the
Accounting sale proceeds in respect of goods sold by the LSP, and the same will
& Banking be lodged immediately within hours/days/by the next working day in
Operations the Company’s Bank account which is already in operation at
………... Under no circumstances, shall any payment be held back by
the LSP or any delay made in depositing of Cheque/Demand Draft in
the Company’s Bank account or with the Company Office.
(47) Besides collection and deposit of instrument of sale
proceeds, the LSP will liaison with the Bank and ensure that the Bank
follows the standing instructions given by Head Office for transfer of
funds either by T/T (Telegraphic Transfer) or by Demand Draft or by
EFT (Electronic Fund Transfer).
(48) In respect of money received, the LSP shall follow the
instructions given or to be given by ABC regarding Cash
Management System (CMS). The LSP shall maintain proper records
of collection.
(49) The LSP is responsible & required to reconcile & match the
ledgers of dealers at local level at regular intervals. If differences are
reported by dealers, the LSP should call for the AR and SD ledgers of
the dealers and reconcile the same with the accounts of ABC with the
help of ABC. After completion of account reconciliation, an account
reconciliation statement should be prepared for all such dealers and
send the same to ABC as well as to the dealers for review and
passing of necessary correction entries at respective ends.
Other Points (50) If any documents, papers, orders or notices addressed to
the Company are received by the LSP, the same will be forwarded to
the Company promptly for necessary action and the LSP should not
deal with the same in any manner whatsoever unless otherwise
instructed by the Company in writing in this respect. The LSP shall
not part with the Company’s privileged information to any body
without the prior written consent of the Company.
(51) The LSP shall obtain any governmental or quasi-
governmental approvals or licenses that may be necessary for
performing its work or obligations contemplated under this
Agreement.
(52) The LSP shall comply with. provisions of all local laws/state
& Central Laws such as Sales Tax, Octroi, Excise, Licenses, Shops &

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 Establishment Act, Labour Laws/applicable Acts/Statutes like
Payment of Wages Act, 1996, Workmen's Compensation Act,
Contract Labour (Regulation and Abolition) Act 1970, Employees
Provident Fund Act (1952) etc., all applicable laws, ordinances, rules
and regulations of state, local and other governmental authorities and
entities governing the performance of the Services under this
Agreement or any other enactment passed by Parliament or State
Legislature and any rules made thereunder by the appropriate
Government. The Company shall not be held directly or indirectly
liable in event of commission by LSP of any act or omission contrary
to any existing law or regulation and LSP shall indemnify the
Company from any loss or damage incurred by LSP as a result of
such act or omission.
(53) The LSP will cooperate and facilitate all activities such as
Audit, Inspection or Assistance in Legal Disputes to the Company
against third parties. The Company will duly inform the LSP in
advance about the same so that the LSP has the necessary time to
plan for the activities and also he should support & assist to the
internal audit team during their surprise/general visits to the LSP.
(54) The LSP shall not, without the specific prior written consent
of the Company, have or enter into any other business relationship
with the Company, directly or indirectly, through any of its associates
or affiliates or related parties, which in any manner could give rise to
any conflict of interest during the term of this Agreement. The LSP
shall have no right to transfer or assign this Agreement or
Commencement of Contract or benefits arising under it to any person
without the written consent of the Company.
(55) The retention period of all documents under this Agreement
at LSP end shall be 8 years.

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 (56) The Agreement shall remain valid for a period of one year
Term & effective from ………… to ………… (unless otherwise terminated as
Termination provided in terms and conditions hereinafter mentioned) and may be
reviewed by the Company after expiry of one year. It may be further
renewed at the option of the Company for period or periods by
issuing a renewal letter to LSP. Any such renewal, modifications to
this agreement will be made in writing with the consent of both the
parties and will be duly attested by both the parties.
(57) This Agreement may be terminated by either party during
the agreement period by giving a clear advance notice of 2 (Two)
calendar months only.
(58) This Agreement shall be deemed to be terminated forthwith,
with immediate effect on the happening of any of the following events:
(a) If the LSP has been adjudicated as insolvent by any court of
competent jurisdiction.
(b) If the LSP make any default in the performance, observance
and despatch of any of the material according to the terms,
conditions and stipulations herein contained in this
Agreement or in the performance or observance of any policy
or procedure prescribed by in the Company LSP Manual
and/or by the Company’s Management.
(c) If the LSP, without prior written consent of the Company to
that effect, assigns to any other person(s) firm or company
the rights and obligation secured under this Agreement.
(d) Inability to perform the Agreement or to continue its operation
as a result of the occurrence of any event of force majeure,
as defined in Clause 70 for an unreasonable period of time.
(59) The Company may at its option conduct performance
reviews on a periodic basis. If performance of LSP is found
unsatisfactory and does not meet the standards for a period
exceeding one calendar month after the Company having given
written notice to the LSP, the Company reserves the right to
terminate this Agreement without any notice period.
(60) The expiry or premature termination of this Agreement shall
be without prejudice to any rights and obligations incurred prior to the
date of such expiry or termination.
(61) Upon expiry or termination of this Agreement, the LSP shall
forthwith cease to make representation on behalf of the Company or
to effect sale of goods or to make use of any of the stationery,
documents, stock or the like, entrusted by the Company and shall
return such stock, stationery, documents, vouchers, duplicate of the
invoices, records made up to such date and shall account for all of
them to the Company as per the instructions of the Company and
within the specified time frame.
(62) In the event of termination of this Agreement by reason of
failure of a party to fulfill the terms set out herein, the party breaching
the terms of this Agreement shall indemnify and hold harmless the
effected party from, against and in respect of any loss or expenditure
incurred by the effected party as a result of such termination.
(63) The cost of transferring and transporting the goods to the
alternate locations shall be borne by the LSP/Company depending on
whose initiation the Agreement is terminated.
(64) The Company shall, within 30 (Thirty) days from the receipt

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 of aforesaid stationery, stock, documents, invoices etc. give proper
receipt thereof and within 30 (Thirty) days there from prepare the final
account in respect of the service charges and reimbursements, if any,
payable to the LSP and shall thereafter arrange for the necessary
payment of the same to the LSP.
Notice (65) All approvals, consents, notices and other communications
required or permitted to be given under this Agreement shall be in
writing and shall be considered effective when sent by registered post
acknowledgement due or by courier service and addressed to the
other party at the address noted above, unless by such notice a
different address shall have been designated and shall be deemed to
have been served at the expiry of (7) seven days from the time of
posting the same and in proving service thereof, it shall be sufficient to
show that the said notice was properly addressed and stamped.
Indemnifica- (66) Both Parties agree that it shall protect, defend, indemnify
tion and hold harmless the other Party from and against all liabilities,
losses, costs, damages, expenses, claims, attorneys' fees, and
disbursements of any kind or of any nature whatsoever imposed upon
the other Party, whether incurred directly or indirectly by the Parties.
Arbitration (67) All disputes arising between the parties hereto as to the
construction, meaning or effect of this Agreement or any article,
clause or thing contained herein or the rights, duties, liabilities and
obligation of the parties hereto including interpretation there of shall
be referred to the sole arbitration of the nominee of the Managing
Director of the Company, whose award shall be final and binding on
both the parties. All such arbitration proceedings shall be in
accordance with and subject to the provisions of the Arbitration and
Conciliation Act, 1996 or any statutory modifications or re-enactment
thereof for the time being in force. The venue of arbitration shall be at
Company’s Registered Office. All disputes arising out of or in
connection with this Agreement shall be tried and settled by the
courts of …………………..

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Confiden- (68) The LSP shall not divulge or disclose any information,
tiality knowledge or material or the contents of any document or drawing
that the LSP may have in his possession or control by virtue of this
Agreement and the LSP’s relationship with the Company hereunder
or due to the LSP gaining access to any system provided by the
Company, including any details regarding the goods of the Company,
specifications, prices, quality, quantity and stock information, excise
and custom duty details, returns and assessments, customer details,
processes, policies and systems and the LSP hereby undertakes to
execute all such documents and agree to all secrecy and
confidentiality covenants as may be required by the Company from
time to time.
(69) The obligations of confidentiality shall continue during and
after the termination of the Agreement.
(70) The Parties to this Agreement shall be excused from
performance hereunder to the extent that such performance is
prevented, delayed, or obstructed by causes beyond its reasonable
control, including (without limitation) acts of any central, state, or local
governmental authority; fires, floods, or other natural disasters; strikes
or labor unrest; terrorism or acts of war; degradation of
telecommunications service; severe weather conditions; or for any
other matters that are beyond their control, whether or not otherwise
foreseeable. The relevant party shall, however, inform the other party
of the occurrence of such event, as soon as possible.
Force (71) If the force majeure event continues for a significant period
Majeure of time, after all available preventive measures have been applied
without success, the party may be discharged from their
commitments and this Agreement may be terminated pursuant to
Clause 58.
Insurance (72) The Insurance coverage for Fire, Earthquake Damage,
Coverage Theft, and Burglary shall be taken by the Company centrally for all
locations from its Registered Office. In the event of occurrence of any
theft, burglary from LSP’s warehouse, the Company will debit the LSP
with the landed value of goods involved which shall be credited back
to LSP to the extant of claim accepted by insurance agency. The
Company, in order to meet its business requirement, reserves the right
to appoint any other LSP or Distributor/Dealer in ……… and suburban
area under LSP’s operation. The discretion of the Company regarding
this will be absolute and final.
Entire (73) This Agreement constitutes the entire agreement between
agreement the Parties as to the subject matter and shall not be amended except
in writing executed by both Parties to this Agreement.
Amend- (74) No amendment, deletion, addition or other change in any
ments provision of this Agreement or waiver of any right or remedy herein
provided, will be effective unless specifically set forth in writing signed
by the Parties to be bound thereby.

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 (75) The mention in this Agreement of any particular remedy
Waiver shall not preclude the Parties from any other remedy Parties might
have, either in law or in equity. The failure by either Party to enforce at
any time the provisions of this Agreement or any right in respect
thereto shall in no way be considered to be a waiver of such provisions
or rights or in any way affect the validity of this Agreement. No delay,
omission or failure by any party to exercise any right or remedy
provided for in this Agreement shall be deemed to be a waiver thereof
or acquiescence in the event giving rise to such right or remedy, but
every such right or remedy may be exercised from time to time and so
often as may be deemed expedient by the party concerned.
Severability (75) If it should be found that any term or condition of this
Agreement which is essential to the proper and effective operation of
this Agreement violates any law or regulation of any authority having
jurisdiction over the subject matter of this Agreement, and that term or
provision is accordingly of no force or effect, the parties hereto shall
consult with each other in good faith to agree upon a remedial action
with a view to continuing and maintaining this Agreement.
Entire (76) The parties hereto acknowledge that each has read this
Agreement Agreement, understands it, and agrees to be bound by its terms. The
parties further agree that this Agreement is the complete and
exclusive statement of their Agreement relating to the subject matter
hereof and supersedes all proposals (oral or written), understandings,
representations, conditions, warranties, covenants, and other
communications between the parties relating hereto; provided,
however, that nothing herein shall serve to supersede or impair any
provision of the License Agreement, it being the intention of the
parties hereto that this Agreement shall supplement and not alter the
terms thereof.
Schedule SCHEDULE – I
Commission:
Fixed Commission: Rs. ……………/- (Rupees …………………… only)
pm as fixed fees, irrespective of sale made.
Variable Commission: ……….. % commission on value of sales based
on the Net Selling Price.
Stock Transfer Handling charges at the warehouse shall be at the rate
of Rs. ……… per unit subject to a minimum of 2% of the monthly sale
volume.
Note: The aforesaid commission and rate of interest thereon are
subject to change with the consent in writing of both parties to the
agreement.
The ‘Net Selling Price’ is defined here as the gross amount of Invoices
for the accounting month less deductions for sales tax, surcharge,
octroi levy, discounts, allowances, sales returns and refunds i.e. ex-
Warehouse price.
SCHEDULE - II
Details of Computers, Printers, Network and other peripherals
along with minimum configuration
Testimonium IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
EXECUTED THESE PRESENTS ON THE DAY, MONTH AND YEAR
ABOVE MENTIONED.
Execution
Signed and delivered for and on behalf of M/s ……………., by the
hand of Mr. ……………., Director

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Signed and delivered for and on behalf of ABC, by the hand of Mr.
…………, Director
Witnesses
1.
2.

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