AGREEMENT BETWEEN MANUFACTURER AND SOLE SELLING

AGENTS WITH CANVASSING RIGHTS

THIS AGREEMENT made on this ......... day of ......... 2019, between

______________________., a company incorporated under the Companies Act,
1956 and having its registered office at ......... hereinafter called "the company"
(which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and assigns) of the ONE
PART;

and ___________________________________________., a company

incorporated under the Companies Act, 1956 and having its registered office at
...... hereinafter called "the distributor" (which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its
successors and assigns) of the OTHER PART:

WHEREAS the company is engaged in the manufacture, sale and service of

Mixtures and Grinders (hereinafter referred to as Said Product) in the name of
MI Sumeet and has decided to give manufacturing and selling rights for the
whole of India as well as Overseas and the Other Part has agreed to work as
such; and WHEREAS the Other Part is being appointed has exclusive right to
manufacture and market the Mixtures and Grinders in whole of India and
Overseas;

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. The company appoints the Other Part for manufacturing and marketing
rights for the whole of India as well as Overseas and the Other Part agrees
to act as such sole selling agents for the whole of India on the terms and
conditions contained herein.;

2. The Other Part hereby agrees and undertakes to Deposit Rs

______________/- with the One Part as Security Deposit and a monthly
compensation of Rs _____________/- for taking the manufacturing and
marketing rights of the Said Product.

3. The Other part hereby agrees and undertakes that the monthly
compensation payable for the manufacturing and selling of the said
product will be payable before ____ of every month.
4. The appointment will be for a period of ________ years commencing
from the date of this agreement. However, it may be extended for further
periods not exceeding five years on each occasion.

5. The Other Part will have manufacturing, marketing and appointing

distributers for the Whole of India and Overseas by the Virtue of this
Agreement however the Boxes used for Packing of the Said Product will
be supplied by the First Part.

6. The Other Part with its own cost and expenses has all the rights to give
advertisements in newspapers, journals, magazines, cinema slides or by
any other means.

7. The Other Part has all the rights to appoint Distributers for the sale of the
Said Products, the Other Part has all the rights to remove any Existing
Distributorship and alternatively to use the Distributor for selling of the
Said Product.

8. The Other Part will be entitled to appoint sub-agents for any State/District
or any particular area in the country or Overseas and on such terms and
conditions as the Other Part may think fit. However the First Part shall
not be liable for any dealing between the Other Part and its sub-agents.

9. The Other Part hereby agrees and undertakes that the after sale services
will be taken care by the Other Part of the Said Product and any kind of
Litigation arising about the Said Product after the execution of this
agreement, the One Part agrees and undertakes that all the prior litigation
and disputes related to Said Product will be handled and resolved by the
Party of the One Part.

10.The Other Part shall submit to the First Part weekly return of the business
secured and details of the total business done.

11. The Other Part shall not make any representation on behalf of the One
Part except in conformity with the instructions issued by the One Part.
 12.The Agreement may be terminated by the One Part, at any time during
the agency period of five years, after giving one month's notice thereof, in
case the Other Part fails to comply with the instructions issued by it or if
it omits to comply with its obligation imposed upon it under this
agreement or if the Other Part fails to monthly compensation amount or if
the One Part feels that the Other Part is guilty of any conduct, which is
prejudicial to the interest of the One Part and in this matter the decision of
the One Part will be final. The Other Part may also terminate this
agreement at any time during the agency period, after giving one month's
notice thereof.

13.The Other Part has agreed to deposit a sum of Rs.......... as mentioned

above with the One Part to ensure the obligations imposed upon it under
this agreement. The said sum shall not carry any interest. The said sum
will be repayable to the Other Part after one month of the termination of
the agreement after adjustment of accounts between the parties.

14.Any and all disputes, controversies, differences arising between the

parties hereto out of or in relation to this agreement or any breach thereof
shall be finally settled by arbitration. The award given by the arbitrators
as the case may be, shall be, final and binding on the parties.

15.This agreement shall be executed in duplicate. The company shall retain

the original and the distributor the duplicate. Each party shall bear the
stamp duty payable in respect of its copy.

16.Unless otherwise agreed upon, the respective addresses for

communication in respect of any matter relating to this agreement shall
be as under:

For the Company:.......................... For the Distributor:........................

IN WITNESS WHEREOF the parties have caused their common seal to be

affixed to these presents and a duplicate thereof, the day, month and year first;
hereinabove mentioned.
Schedule The common seal of XYZ Pharmaceuticals Ltd. was hereunto affixed
pursuant to the Resolution of its Board of Directors passed on.......... day of
.......... 2000, in the presence of S/Shri .......... and ........... directors of the
Company, who have signed in token thereof The common seal of ABC
Pharmaceuticals Distributors Ltd., was hereunto affixed pursuant to the
Resolution of its Board of Directors passed on ......... day of……….2000, in the
presence of S/Shri……………… and………….. directors of the company who
have signed in token thereof.

WITNESSES;

1.

2.