Agreement for Appointment of Dealer

The Agreement for Appointment of Dealer made on this ___ day of ____ Two Thousand Four at Hyderabad between and by 1.________________ a partnership firm having its principal place of business at __________________________and registered as Firm No._____ with Registrar of Firms, Government of Andhra Pradesh; being represented by _________________being the Managing Partner, who hereby asserts that he is vested with the authority to enter into this agreement and here in after called the Principal, and

2. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------here in after called the Dealer Whereas the principal is engaged in marketing of the product ________, meant for ___________________________and here in after referred to as the Product, and Whereas the principal has been contemplating for the appointment of a Dealer for the state of ___________for the sale and distribution of the product. Where as the Dealer having approached the principal for such dealership for the State of ____________and Where as the Principal and Dealer having agreed upon certain terms and conditions of the dealership and Where as both the parties to this agreement having thought it fit to reduce the terms of such agreement into writing.

NOW THIS AGREEMENT WITNESSETH AS UNDER

1. The Principal hereby appoints the Dealer, as such, for the geographical area of the State of ________, as per the Revenue Records of the Governments of the above said state. 2. The Duration of this appointment is for a period of two Years commencing from dt _____ The relation between the parties to this agreement is on the basis of Principal to Principal only.

3.

4. The Dealer shall sell the product through their outlets or by other arrangements with the prior approval of the principal, in mentioned area only. It is expressly made clear that the Dealer shall NOT sell the product in any other geographical area and rest of India.

5. The Dealer shall not deal in any other product or procedure, which is likely to be a competition or substitution to the product being supplied by the Principal. However, prior intimation should be given to the principal by the dealer in case of any contingency of the dealer taking up a similar product, which is likely to be a competition to the product being supplied by the Principal. The Principal hereby reserves all rights to make unilaterally, such alterations to this agreement or to terminate this agreement in such an event and the dealer shall have no compensation for such unilateral alteration or termination of contract. The obligations and liabilities of the dealer in accordance with the existing agreement, till such date of alteration or abrogation of this agreement by the Principal shall be discharged by the dealer in accordance with the schedule of settlement of dues to be specified by the Principal.

6. The Dealer shall purchase the product from the Principal and sell the same in the same condition and packaging at a price not exceeding the maximum retail price printed on the packaging of the product to the customer/Sub-dealer/Agents/Group of persons. 7. The Principal here by agrees to supply the product to the Dealer at a price arrived after allowing ____ discount on the Maximum Retail Price applicable for the State of___________. The Discount on the Maximum Retail Price of the product shall be subject to review by the principal from time to time depending upon the performance of the Dealer. 8. The Principal hereby agrees to supply the product indented by the Dealer; on 30 days credit, during the first five months period from the date of commencement of this agreement, provided the Dealer furnishes adequate bank guarantee covering the invoice value of the product to be supplied on credit. All purchases by the Dealer, after the closure of the Five Months period cited here in above, shall be made by remitting the invoice value in advance by a demand draft drawn in favor of the Principal, as detailed in Cl.9 here under. 9. The Dealer shall place an indent for supply of the product in stipulated quantities and remit the full consideration for the purchase of the product, with such indent, by a demand draft drawn in favor of the Firm ____________and drawn on any nationalized bank payable at____________. 10. The Principal shall upon realization of the proceeds of the Demand Draft and subject to availability of the product shall deliver the goods to the dealer. In case the product is not available for delivery within a reasonable time, the Principal shall refund the purchase consideration either in full or partly depending upon the supply situation of the product, to the Dealer or deal with such purchase consideration in the manner desired by the Dealer. 11. The Principal shall dispatch the product by such mode of transport at his convenience on F.O.R. basis. 12. The Principal is entitled to specify and revise targets to be reached in respect of purchase to be made by the Dealer from the principal during the duration of this

agreement and the Dealer here by agrees to purchase the product from the principal to the extent of the said quantities or more. The principal may extend additional discounts or such other incentives, at his own discretion, in case the Dealer exceeds the targets set for purchase of the product from the principal by specified quantities. 13. The minimum target would be fixed from the beginning of the third month of signing the agreement. 14. The product, once sold by the Principal to the dealer, cannot be returned to the Principal. However the Dealer may return the product in the case of a defect in the condition or packaging of the product. Such defect, if any, shall be notified and the product shall be returned within Fifteen Days from the date of receipt of the product by the Dealer giving particulars of Invoice number, date of receipt, mode of transport, batch number of the product and other such particulars relevant. The Principal shall not entertain return of good under any other circumstance and after the lapse of Fifteen days for the date of receipt of the product at the Dealers end. 15. The Principal shall replace the returned goods with the product of a different batch. Where such replacement is not possible within a reasonable time, the purchase consideration received in respect of the returned goods, shall be refunded with in fifteen days to the Dealer or be dealt with in any other manner mutually agreed by the Principal and the Dealer. 16. The Principal here by undertaking to promote the product by generic advertisement, i.e, the advantages of using the product without reference to any geographical region or any specific dealer in particular, at his own cost, in such media which have reach throughout India. The Dealer shall carry out the publicity for the product in his assigned geographical region and the cost involved in such advertisement shall be borne by the Dealer without recourse to the Principal. 17. The Principal is entitled and is always at liberty to appoint another dealers in the following circumstances (a) the dealer fails to reach the targets set for purchase of the product from the principal during a specified period of three months (b) the conduct of the dealer in respect of the promotion and sale of the product is not in the interest of the principal 18. Either of the parties to this agreement shall be entitled to cancel this agreement by giving a prior notice of Three Months to the other. However, this agreement shall come to a conclusion and shall cease to be effective between the parties to this agreement under the following conditions. (a) Either of the parties to this agreement gets into dissolution or winding up or (b) if the dealer sells the product to any persons/group of persons/sub dealers etc in any territory other than the one specified in Clause 1; or (c) in case of happening of any event which makes the performance of this agreement impossible by reasons of Force majeure.

19. The Dealer shall not, under any circumstances, assign or transfer the beneficial interest in this agreement or any other person or party with out the prior written permission of the Principal. 20. Any disputes, in the interpretation of this agreement or in respect of any of the transactions of the dealing between the parties to this agreement, shall be referred to a team of arbitrators consisting of three, where each of the parties to this agreement is entitled to appoint one each and such two arbitrators appoint the third. All awards of such arbitration shall be binding on both the parties to this agreement. 21. In case of any legal disputes, the jurisdiction would be________,_____________.

In witness where of both the parties to this agreement have set their hands on the date and place mentioned at the top of this agreement.