DISTRIBUTOR AGREEMENT

This Distributor Agreement is entered into on this ______________________ (Effective Date), by and between
SUGAL & DAMANI UTILITY SERVICES PRIVATE LIMITED, a company incorporated under the Indian
Companies Act, 1956 and having its Registered Office at 6/35, WEA Karol Bagh, New Delhi - 110005 (hereinafter
referred to as SDUS which expression shall, unless it be repugnant to the subject or context thereof, include its
successors and assigns) of the ONE PART
AND
M/s
___________________
_____________________________________________________________
(Hereinafter referred to as Distributor, which expression shall, unless it be repugnant to the subject or context
thereof, include its successors and assigns) of the OTHER PART; (hereinafter referred to as the Agreement)
SDUS and Distributor are hereinafter also referred to as Party or Parties as per the context.
WHEREAS
A.

SDUS is setting up a network for providing the services of Electronic Distribution of prepaid
vouchers/products for various telecom and non-telecom service providers within the country.

B.

The Distributor, being desirous of promoting the distribution/ usage of the Services in the Territory to
customers and/ or end users by appointing Retailers for onward provision of Services in the Territory, has
requested SDUS to appoint it as a distributor, on nonexclusive basis, for distribution of the Services in the
Territory and has in this regard represented and assured SDUS that it has the necessary and requisite
experience, expertise, resources, trained personnel, adequate capital, facilities, infrastructure and the
operative permissions/permits/licenses/registrations from the concerned statutory authorities for promoting,
marketing/distributing the Services.

C.

SDUS being desirous of promoting the distribution/ usage of the Services in the Territory has, based on the
representations and assurances of the Distributor agreed to make use of the Distributors network for
promoting the usage of the Services in the _______________ Territory by appointing the Distributor, on a
nonexclusive basis, as a distributor for distribution/ onward provision of the Services in the Territory on the
terms and conditions hereinafter appearing.

NOW THEREFORE, this Agreement witnessed and in consideration of the mutual promises and covenants
contained herein and for good and valuable mutual consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
1.

DEFINITIONS
Retailers means the person(s) appointed by the Distributor for the purpose of providing Services to the
end customer/ user.
Territory means the area assigned to the distributor for operation.

2.

APPOINTMENT
Subject to the terms and conditions of this Agreement, SDUS hereby appoints the Distributor and the
Distributor agrees to act as SDUSs non-exclusive distributor for the distribution/ provision of the Services
in the Territory of (__________) the customers/ end users indirectly by the Distributor through the
Retailers. The Distributor understands and acknowledges that it does not have an exclusive right to
promote/ distribute the Services in the Territory and its appointment hereunder is on a nonexclusive basis
and that SDUS reserves the right at any time to directly or indirectly distribute, or otherwise deal in the
Services in the Territory and/or to appoint other distributors, dealers and agents etc. for the promotion,
marketing and/ or distribution of the Services in the Territory.

3.

TERM OF AGREEMENT
This Agreement shall remain in force until it is terminated by either of the Parties in accordance with the
terms of the Agreement.

4.

OBLIGATIONS OF PARTIES

4.1

Obligations of SDUS

(a)

Marketing Material: SDUS shall supply at its discretion the catalogues, marketing material like banners,
posters, sign boards etc. to the Distributor for display at the retail outlets of the Retailers. The Distributor
shall undertake to have the same prominently displayed at such retail outlets of the Retailers.

(b)

Agent POS: SDUS shall provide the Software to the Distributor for the sole use of the Distributor to
manage the Distributors list of Retailers. The Distributor undertakes not to make any copies or share the
Software with any unauthorized user.

4.2

Obligations of Distributor

(a)

Appointment of Retailer. The Distributor will appoint Retailers for providing Services to customers/ end
users. Notwithstanding the appointment of the Retailers by the Distributor, the Retailers shall be deemed to
be the retailers of SDUS

(b)

The Distributor shall inform SDUS promptly upon the occurrence of any change in information supplied by
it in respect of the Retailers including but not limited to change in ownership, place of business, cessation
of association with the Distributor/ SDUS in respect of the Services.

(c)

Collection of payments from retailers, achieving sales target and managing the retailers.

INDEPENDENT

5.1

Principal to principal agreement: This Agreement is on a "principal to principal" basis between the
Parties.

5.2

Non Competition: The Distributor undertakes and warrants unto SDUS that during the term of the
Agreement the Distributor shall not without the prior written consent of SDUS promote, distribute and/or
deal in, directly or indirectly, services, goods, products or merchandise for its own account or for the
account of any third party which are similar to or in competition with the Services or Payworld business. In
all cases of doubt, SDUSs determination of goods, products or merchandise, which are similar or
competitive, shall prevail.

6.

DEPOSIT & PAYMENT

The security deposit and payment shall be as per the detail in the attached Annexure A. SDUS reserves the
right at its sole discretion to revise, from time to time, with prior information to the Distributor the amount
of security deposit and the payment. The Distributor agrees to conform to such revised security deposit and
payment schedule.

7.

DISTRIBUTOR GENERAL UNDERTAKINGS

7.1

The Distributor represents and warrants that in respect of the Services to be offered by it under this
Agreement, it holds and shall at all times during the term of the Agreement continue to hold all valid,
licenses/registrations, permissions etc. as may be required under the laws prevalent from time to time.

7.2

The Distributor undertakes to inform SDUS promptly of any proposed change in the way in which
Distributor conducts its business or any other matter of which Distributor becomes aware, which is likely to
have a material adverse effect on the ability of SDUS or Distributor to perform its obligations under this
Agreement.

7.3

The Parties agree that it shall be the responsibility of the Distributor to ensure compliance by the Retailers
with the terms and conditions of the agreement which the Distributor enters into with the Retailers.

7.4

The Distributor will not without prior written consent of SDUS create any obligation or enter into any
commitment, express or implied, on behalf of or in the name of SDUS or bind SDUS in any way
whatsoever or hold itself out as SDUSs agent whether in relation to the Services or otherwise and will in
particular make clear in all dealings with customers/Retailers etc. that it is acting as a non-exclusive
distributor of the Services and not as an agent of SDUS.

8.

ACCESS AND ASSISTANCE

Distributor shall ensure that SDUS (or any person authorized by SDUS) shall have access at all reasonable
times to the premises of Distributor, and those of retailers, as SDUS and/or its parent company may require
to assess Distributors performance of this Agreement.

9.

ASSIGNMENT AND SUBCONTRACTING

The Distributor shall not without the prior written consent of SDUS assign or subcontract the whole or any
part of this Agreement. Any purported assignment in violation of the provisions contained herein will be void
and of no effect and the Distributor shall continue to be responsible for the performance of its obligations under
the Agreement.
SDUS has a right, at its sole discretion, to assign the whole or any part of the Agreement.

10.

TERMINATION & CONSEQUENCES OF TERMINATION

10.1

Either Party may terminate this Agreement by giving the other Party a sixty (60) days written notice in
advance.

10.2

Upon termination of the Agreement the following shall take place:

(a)

All the Retailers appointed by the Distributor shall be transferred to the new area distributor appointed by
SDUS and the Distributor shall have no claims in respect of such transfer against the new area distributor
or SDUS.

(b)

All the Software, publicity material and any other material which are the property of SDUS and have been
provided to Distributor and is in Distributors custody (not installed at retail outlets) would be returned to

SDUS in running condition within 30 days of termination.

(c)

The accounts will be settled within 30 days from the date of termination.

11.

INTELELCTUAL PROPERTY

11.1

All SDUS intellectual property rights in the Software and the publicity material shall remain the property of
SDUS.

11.2

Except as expressly set out in this Agreement no assignment of or license under any Intellectual Property
Right or Trade Mark or Service Mark, whether registered or not, owned or controlled by SDUS is granted
to the Distributor by this Agreement.

12.

INDEMNITY
Distributor hereby agrees to indemnify and hold SDUS harmless from any loss, claim, damage, costs,
taxes, duties, additions, penalties, interest thereon or expenses of any kind, including reasonable attorneys
fees, to which SDUS may be subjected by virtue of entering into this Agreement with the Distributor and/or
any finding related to the terms of this Agreement and/or to the Services required to be provided under the
terms of this Agreement, or by virtue of any contravention and/or non-compliance with any laws,
ordinance, regulations and codes as may be applicable from time to time.

13.

TAXES

13.1

DISTRIBUTOR shall be solely 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 the facilities rendered
pursuant to this agreement.

13.2

This Clause 13 shall survive 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 SDUS for taxes and
duties expire.

14.

GOVERNING LAW AND JURISDICTION

The validity, construction and enforceability of this Agreement shall be governed in all respects by the Laws of
India. 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 Delhi shall have jurisdiction to try and adjudicate such dispute to the
exclusion of all other Courts.

15.

WARRANTY
SDUS shall advise the Distributor in writing regarding the warranties applicable with respect to the
Services and administration of the same. The Distributor shall not offer any other warranty (other than
those advised by SDUS) in connection with the Services express or implied, to any party including the
Retailers.

16.

LIMITATION OF LIABILITY
The Parties agree and acknowledge that in no event, SDUS shall be liable for any kind of
special/incidental/consequential damages or losses or loss of profits in connection with the Distributors
obligations or their performance pursuant to this Agreement, whether or not related to the warranty in
relation to the Services.

17.

SEVERABILITY
The various provisions of this Agreement are severable and if any such provision or part thereof is held to
be void, voidable, invalid, unlawful or unenforceable by any Court of competent jurisdiction such void,
voidable, invalid, unlawful or unenforceable provision shall be deemed severed from this Agreement and
shall not affect the remaining provisions of this Agreement or as the case may be, the remainder of the
relevant provisions which shall remain in full force and effect and in substitution for any such provision
held to be void, voidable, invalid, unlawful or unenforceable, there shall be substituted by mutual
consultation and agreement of the Parties a provision of similar import reflecting the original intent of the
Parties to the extent permissible under applicable law.

18.

WAIVER
Time or indulgence may be given by either Party in its absolute discretion to the other Party without in any
way prejudicing any of that Party's rights or remedies under or pursuant to this Agreement and no waiver
by either Party of any breach of this Agreement by the other Party shall be effective unless it is in writing
signed on behalf of the Party granting the waiver by its authorized representative, and no such waiver shall
be deemed to be a waiver of any subsequent breach of that or any other provision of this Agreement.

19.

COMPLETE AGREEMENT
This Agreement together with Annexures thereto constitute the entire agreement between the Parties and
supersede all prior agreements or arrangements between the Parties in relation to the subject matter hereof
and no variation to any of the provisions of this Agreement or any such document shall be effective unless
agreed to in writing by an authorized representative of each of the Parties.

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, effective as of the date first written above.
SUGAL AND DAMANI UTILITY SERVICES
PRIVATE LIMITED

Authorized Signatory

M/s

Mr.
Authorized Signatory

Enclosures:
1
Identification Proof
2
Address Proof
3
PAN Card Copy
4
Bank Account Details
5
Photograph-2
ANNEXURE A
Item

Amount

Payment Terms

Operational Credit
limit

Distributor will have to

maintain rolling credit which
he can distribute among his
retailers

----

In advance

Discount to
distributor

SDUS shall give discount on

every transaction to distributor

As per the margin

matrix of the
SDUS

Credit to distributor
account

As per SDUS
policy announced
from time to time.

Credit to distributor
account

As per the actual

rate or scheme
running at the time
of purchase

Ids purchased are nonrefundable.

Security Deposits

Incentive

Description
Distributor shall maintain an
interest free refundable deposit
with SDUS.

Additional performance
incentive will be given as per
the company policy from time
to time

Distributor will purchase

advance Ids of all services as
per the target given to him by
SDUS
*SDUS shall deduct TDS, if applicable.

Ids Purchased
during agreement
period