Distributor Agreement

DISTRIBUTORS AGREEMENT This agreement is signed on this _________ BETWEEN SKYRUNWAY PRIVATE LIMITED a Private limited company incorporated under the company’s act 2013, and having its corporate office at Survey No. 29/17, Dyayari, Pune- 410141 India, herein after referred to as the “Company” which expression shall unless repugnant to the context or meaning thereof include its successors and assigns of ONE PART. AND _________, having its _________ and represented by _________, hereinafter referred to as the “Distributor” which expression unless repugnant to the context or meaning thereof be deemed to include, legal representative, executors, administrators, successors and permitted assigns of the other PART, each a party and collectively referred to as parties. Both parties as above have expressed a desire of entering in to a Distributors agreement to meet their respective objectives, which are set out here in below,

a) Company on its part has entered into the business of Direct Selling of all kinds of garments apparels and is interested in furthering this business through “Distributor” (Conductor) operated through direct selling on national basis maintaining a uniform standard code of conducts and customer services including uniformity in the charges levied from the customers for rendering the direct sale. Company is a direct selling marking company dealing in ready made garments, apparel and accessories. There is no membership fees, joining fee or renewal fee in the company. The Independent Distributors only pay for products and get a tax-paid invoice against their purchases.

b) Distributor on his part is interested in entering into the business of operating as a independent distributor and thus carrying out the business of providing direct sale of products offered by Company to the customers.

c) Company is desirous of appointing “Distributor” to conduct, manage and operate the direct sale of its products as per the uniform norms set up by Company in respect of conduct of direct sale person and the price of the products to the customer.

d) Distributor is desirous of taking over the code of conduct offered by Company for the purpose of its operations and management to carry out business on the terms and conductions contained herein.

e) The purpose of this Agreement is to set forth the terms and conditions under which the parties to the Agreement shall conduct themselves during the substances of Agreement. NOW, THEREFORE, the parties, in considerations of the convents, undertakings and commitments set forth therein here by mutually agree as follows,

Section 1: Definitions and Interpretations 1.1 Direct Selling: The sale of consumer products in a face to face manner away from a fixed retail location. 1.2 The Company The Company means Skyrunway Private Limited. 1.3 Condition of Distributorship It is a condition of distributor of the company is that this Code is strictly observed. 1.4 Pledge Distributors of the Company pledge to adopt and enforce a code of conduct that in incorporates the substance of the provisions of this Code as a condition of admission and continuing distributor of the company. Distributors also pledge to provide copies of this code to the customers. 1.5 Distributors Distributors are the Direct Sellers of the Company are bound directly by Code of conduct. 1.8 Self – Regulation This Code is provides self regulations to the distributors which ensures minimum level of ethical behavior from the distributors of the company. Non-observance of this Code does results into the termination of distributorship

Section 2: Grant of the Distributor 1. The “Distributor” warrants and represents to Company that he is in legal capacity to enter in the agreement with the company and he is all requisite power and authority under law to enter into the agreement with Company. All the obligations of the Distributor under this agreement are legal, valid and binding obligations enforceable in accordance with its terms. There are no proceedings pending against the Distributor, which may have an advice effect on the ability of the Distributor to perform and meet its obligations under this agreement. 2. On consideration of the Distributor’s applications and relying on such assurances and representations that Distributor has made to Company, The Company appoints the Distributor as a Distributor on the terms and conditions set forth in this agreement and in the website. 3. Hence company is in the direct sale, hence there are no membership fees, joining fee or renewal fee in the company. Distributors only pay for products and get a tax-paid invoice against their purchases. 4. There is no product territorial exclusivity granted to the Distributor as part of this Agreement by Company, The Company may give such right or a similar right to persons other than Distributor to sell the requisite products anywhere including geographic area surrounding the premises.

Section 3: Relationship between the Distributor and Company The Distributors are independent Direct sellers of the company. And Distributors are not employee of the company. And there is no relationship of employer and employee between the Distributors and the Company. The Distributors of the company shall be considered as an Independent Direct sale persons.

Section 4: Services, Terms & conditions 1. Company would provide their entire range of products by own to the Distributor. 2. Distributor will act as a single point hub for all the products provided by Company falling within the purview of this agreement and as increased from time to time. 3. The entire business being on pre-payment basis, Company will supply all the products based upon requests from Distributor up to limits available for Distributor. Such limits will be equivalent to the funds available from Distributor with Company at any point in time and will keep reducing with every transaction corresponding to the value of transaction. Company will enhance the limit of Distributor by amounts received by it from Distributor from time to time. 4. Company will publish commission structure and earning of the Distributor from time to time in the web site of the Company or via emails. 5. All the products falling within the purview of this agreement will be made to Distributor based upon code of conduct of the direct sales as set by Company for all its Distributor from time to time. Such code of conduct will generally be in line with conditions that are placed upon Company as a result of business decisions, legal and contractual requirements. 6. Distributor will keep providing the sale of products within the purview of this agreement through direct sales exclusively the product of the Company. Distributor will not enter into direct agreements with any other services providers, aggregators, distributors or any similar entity in India for this purpose, for the duration of this agreement. 7. The Intellectual Property rights including the concept of delivery of services will rest with Company. 8. Company and Distributor shall conduct their business at all times, in accordance with the applicable statutes, regulations, notification etc., Issued by the Government or any other statutory authority.

Section 4: Confidentiality 1. Distributor shall keep all information of confidential nature received from the Company in whatever form as strictly confidential and shall not disclose it to third Parties without the prior written consent of Company during the term of this Agreement. 2. Distributor agrees not to disclose revenue Information without Company’s prior written consent.

Section 5: Limitation of liability The Parties shall not be liable for any incidental, special, indirect or consequential damages arising out of or relating to this Agreement.

6: Section Terms This Agreement comes into force on the date of signing this Agreement and shall continue for one (1) year after this date. This agreement may be extended on the mutual agreement of both parties, unless earlier terminated in accordance with the agreement by adhere with code of conduct.

Section 7: Termination 1. This agreement may be terminated by either party at any time, without assigning any reason by giving prior written notice of 15 days. 2. Company shall be entitled to terminate this agreement, with immediate effect upon happening of one or more of following: a. Any breach or violation of any of the terms and conditions of this agreement by the Distributor, if within seven (7) days of written notice from Company, of the breach or violation, such breach or violation is not cured, provided that no cure period shall be applicable for the violation of any applicable law. b. Failure of the Distributor to provide the services to customer as per code of conduct to the customers as per the expectations of Company.

Section 8: Applicable Law This agreement is governed by and constructed in accordance with the laws of India, exclusively in the jurisdiction of Pune court.

Section 9: Dispute Resolution and Jurisdiction 1. Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the [Indian] Arbitration and Conciliation Act, 1996. 2. The arbitral tribunal shall be composed of three arbitrators, one arbitrator appointed by Company a second arbitrator appointed by Distributor and a third arbitrator to be appointed by such arbitrators. 3. The place of arbitration shall be at Pune and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties to be made in Pune. 4. The arbitral procedure shall be conducted in the English/Marathi/Hindi language and any award or awards shall be rendered in English/Marathi/Hindi. The procedural law of the arbitration shall be Indian law. 5. The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties, and the provisions of the [Indian] Arbitration and Conciliation Act, 1996 shall apply. 6. The rights and obligations of the Parties under, or pursuant to, this Clause, including the arbitration agreement in this Clause, shall be governed by and be subject to Indian law, and the agreement shall be subject to the exclusive jurisdiction of the courts at Pune. This Agreement has been executed on the date set forth herein in two (2) copies of which the Parties have taken one each.


Signature: ________________________

Witness: _________

Signature: ________________________