To,

INDIAN NAVAL CANTEEN SERVICES

VARUNPURI GOA

Subject: Tie Up Contract between CIPL and ---

Dear Sir,

Greetings from Carlsberg India!!

First, we thank you for your support and patronage. As discussed, & agreed, please find below agreed set of
deliverables:
This has reference to various discussions on the above subject between Carlsberg India Pvt. Ltd. and
Customer (hereinafter collectively referred to as “Parties” and individually referred to as “Party”). Please find
below the broad commercial terms for supply of CIPL Brands (more particularly defined as brands under
Carlsberg India (P) Ltd. and such other brands as may be launched by CIPL from time to time)”, agreed by &
between the Parties (“Terms of Trade”):

Scope:
CIPL shall support the purchase of CIPL Brands by the Customer for the purpose of making the CIPL Brands
available at the various premises and/or locations from where the Customer undertakes or conducts its
business either directly or through the Customer’s franchisees / affiliates / representatives, if any (collectively
referred to as the “Outlets”) being located in Goa (“Territory”), during the Term (as defined hereinafter):
1. Term:
The Terms of Trade shall be valid for a period of [ 8 ] months commencing from [ 01/05/2019] and expiring
on [31/12/2019], both days included (“Term”).
2. Covenants of CIPL:
CIPL may provide and install visi-coolers and such other equipment (as and when required) that CIPL in
its sole discretion thinks fit and necessary to enable the Customer for stocking and vending the CIPL
Brands (the “Equipment”) at the Outlets. The Equipment shall be secured by way of a separate bailment
agreement to be entered into between the Parties.
3. Covenants of the Customer:
a. The Customer hereby agrees that the equipment’s and other branding materials provided by CIPL
on returnable basis, shall remain the property of CIPL and the Customer shall have the responsibility
to return such items to CIPL from time to time in the same condition as was handed over to the
Customer by CIPL.
b. The Parties agree that the Customer shall have no rights, title or interests whatsoever in the
Equipment. The Customer shall follow all instructions given by CIPL and/or its authorized service
agency or representatives with respect to the usage of such Equipment. Any violation of this clause,
notwithstanding anything, shall constitute a material breach of the Terms of Trade.
c. The Customer hereby agrees that CIPL shall have the right to merchandise products bearing the
CIPL Trademarks (as defined below) in and on the Outlets, including rights to signage, CIPL
Trademark visibility, at the sales counter and use of CIPL Trademarks on glass/cups/mugs, etc, if
used to serve CIPL Brands (collectively referred to as “Branding Material”).
d. The Customer shall neither paint nor deface the exterior/interior of any Branding Material and/or
Equipment with any signage of any kind, nor affix any sticker or posters on the Equipment. Further,
the Customer shall be solely responsible for the safety of the Equipment, branding materials or as
the case may be.
 e. In the event of any loss or damage caused to the Branding Material, to the Equipment, etc provided
by CIPL to the Customer, in such case without prejudice to any rights and/or remedies available to
CIPL under the Terms of Trade, the Customer shall be liable to reimburse and indemnify CIPL
towards the full cost of Branding Material, Equipment, etc within [30] days of a claim being made by
CIPL in this regard.
4. Quality:
 The Customer shall maintain essential standards of quality during the Term. Outlet will
serve CIPL products in CIPL provided glassware. (Optional) The Customer shall comply
with all statutory requirements while stocking, selling and serving the CIPL Brands. The
Customer shall ensure that under no circumstances would any CIPL brands beyond the
“Best Before Date” be sold either during the subsistence of the Terms of Trade or upon
termination thereof.
 FIFO is mandatory, and it is the outlets responsibility to maintain freshness of beer served
by avoiding stock ageing or expiry.
 The outlet will maintain enough cold stock levels to serve as cold, and ensure consumer
always gets service of chilled beer.
 CIPL may provide Visicooler/Counter Top Cooler subject to availability. Outlet will ensure
safe placement, hygiene maintenance and Visi purity always during the tie-up period.
 Outlet will endeavor to provide “Perfect Pour” of CIPL brands as a service standard.
5. Distribution:
 The Customer shall ensure reasonable availability of the Carlsberg Brands during the Term
(exception: there is stock out at Depot). Further, the Customer agrees to purchase and do
menu listing of any existing / new brands launched by CIPL during the Term at no additional
cost.
 Outlet agrees to purchase and list any new brands launched by CIPL during the Tie-up
period at no additional cost.
6. Commercial Terms:
Subject to the other provisions of this Terms of Trade, CIPL shall support the purchase of the CIPL
Brands by the Customer in accordance with the commercial terms detailed in Annexure A either
directly or via a contracted distributor / third party as specified by CIPL (“Contracted Party”). The
Customer shall be entitled to certain “pay for performance” benefits (“PFP”) as detailed in Annexure
A. In the event of termination of this Terms of Trade, the Customer shall be liable to refund the
excess amount of PFP paid by CIPL, on a pro rata basis. It shall be the responsibility of the Customer
to inform CIPL and ensure the compliance of all state specific regulations (including Excise)
pertaining to the discounts and PFP as applicable on the Territory and/or Customer’s business /
outlets.
7. Branding, Marketing and Promotional Activities:
The Customer hereby grants branding, marketing and promotional rights to CIPL for the purpose of
promoting the CIPL Brands and CIPL Trademarks (“CIPL Trademarks”) such as Brand Tuborg,
Carlsberg, etc owned / launched by CIPL, at each Outlet. The branding, marketing and promotional rights
granted to CIPL, under these Terms of Trade shall include but not be limited to the following:
a. CIPL shall have the right to carry out co-promotional activities with respect to the Customer’s
brand(s), CIPL Brands and/or CIPL Trademarks. Parties agree that they would mutually discuss,
decide and agree on a “Joint Marketing Plan” (in writing), which shall set out in detail all such
activities which shall be carried out with a view of promoting the CIPL Brands of CIPL. The Customer
undertakes to obtain all the requisite permissions and consents and bear all and any taxes, duties,
charges, etc., if applicable, from all or any of the relevant authorities / persons with respect to the
placement of such Branding Material. The Joint Marketing Plan shall be updated and/or amended
from time to time with the mutual agreement, in writing, between the Parties.
b. CIPL shall have the right to display its Branding Material as may be mutually agreed between the
Parties [in writing], in prominent places at the Outlets so that it is visible to the consumers visiting the
Outlets. Outlet agrees to place CIPL Brand Signage (LED/Flange) at no additional cost.
c. Outlet will manage and maintain the signages at the premises and report any damage without delay.
d. If CIPL engages in mutually agreed customized visibility, the outlet will partake responsibility of
managing and maintaining the same.
e. Outlet agrees to place a brand logo in line with outlets image in all online/offline consumer facing
communications.
 f. The Customer shall also provide prominent presence to the CIPL Brands and CIPL Trademarks on
all menu boards, menu sheets/ cards, table mats, etc used at all the Outlets. The manner in which
the CIPL Brands and CIPL Trademarks are to be displayed on such menu boards, menu
sheets/cards, table mats, etc shall be mutually agreed to between the Parties.
g. Outlet will allow trade marketing and consumer activations conducted by CIPL from time to time in
your premises.
h. Placement of activations related POS material & signage at a strategic location in your premises will
be allowed..

8. Menu Listing

a) Customer agrees to ensure the compliance of necessary guidelines (Excise or otherwise) with
respect to pricing of the CIPL Brands.
b) Menu Listing by Customer of CIPL Brands shall be as agreed upon by CIPL from time to time.
Outlet agrees to ensure pricing parity in line with CIPL recommended pricing index. (Carlsberg
Smooth=As per Premium Competition Brands, Tuborg Green = As per Competition Mainstream
Brands), Imported Beers as per Competition Imported Brands.
c) Menu Listing for CIPL brands (Mandatory: Carlsberg Smooth & Tuborg Mild. Optional: Carlsberg
Elephant & Tuborg Strong) with Carlsberg listed as “Premium Lager” and Tuborg as “Social
Energizer/The Fun Starter”.

9. Preference
a. Customer shall ensure that CIPL brands are the first choice of recommendation by the wait staff at
their Outlets.
b. Parties agree that CIPL shall have the right to conduct briefing /training of wait staff /counter sales
men of Customer for the CIPL Brands.

10. Termination:
a. Either Party shall have the right to terminate these Terms of Trade, for convenience and without
liability, by serving the other Party with a written notice of [30] days.
b. Each Parties shall have the right to terminate this Terms of Trade with one-month notice if the other
Party does not abide by the terms as stipulated herein.
c. Terms of Trade shall stand terminated if any change in the government rules results in the inability
of any Party to enter into such Terms of Trade
d. Upon termination/expiry the Parties shall reconcile their financial books of accounts and accordingly
settle / facilitate the settlement of all the outstanding dues. The Customer shall further arrange to
return all Equipment and any other assets and material of CIPL within [7] days of such
termination/expiry.
e. Notwithstanding anything contained in these Terms of Trade, the Customer shall not be eligible to
claim any damages or compensation on account of termination of these Terms of Trade.
f. The provisions of these Terms of Trade shall, to the extent stated or necessarily implied, survive the
termination thereof.
g. Termination or expiration of these Terms of Trade shall not affect any obligation of any party having
accrued under these Terms of Trade prior to the expiration or termination of these Terms of Trade
and such expiration or termination shall be without prejudice to any liabilities of any party to the other
parties existing at the date of expiration or termination of these Terms of Trade

11. Intellectual Property Rights:

The Customer shall, under no circumstances have the right to use any CIPL Trademarks owned by CIPL
without the prior written approval of CIPL. No art work containing any such CIPL Trademarks shall be
approved by the Customer, without the prior written approval of CIPL.

12. Governing Law and Jurisdiction:

These Terms of Trade shall be governed and construed by and in accordance with the laws of India and
 any dispute under these Terms of Trade shall be subject to the exclusive jurisdiction of the courts at Delhi
only
13. Confidentiality:
All written and oral information, in whatever medium or form, shall be held in strict confidence by both
Parties and be used only for purposes of these Terms of Trade. Except as required by law, no such
information, including the provisions of these Terms of Trade, shall be disclosed by the recipient without
the prior written consent of the other Party. If either Party is required to disclose any confidential
information of the other Party, the Party so required shall notify the other Party immediately and shall co-
operate in seeking a reasonable protective order. The terms and conditions of these Terms of Trade shall
be deemed as confidential.
14. Indemnification:
The Customer shall indemnify, defend and hold harmless, CIPL, promptly upon demand at any time and
from time to time, against any and all losses, damage, cost or expenses incurred by CIPL arising out of
or in connection with any act or omission of the Customer or any breach by the Customer of its obligations
under this Terms of Trade without limitation the obligations relating to refund of PFP as the Customer
may be eligible for as per Annexure A or payment of any amount by the Customer to CIPL under and in
accordance with this Terms of Trade.

ANNEXURE A:

Signing Amount or Menu Listing or Visibility: - CIPL will provide listing & signing amount of Rs…………for
12 months (Jan’19 to Dec’19) support towards menu listing & availability. Will be paid in first quarter payout
OR on quarterly basis (divided equally on four quarters).

Volume schedule & Volume Payout: The outlet agrees to purchase the CIPL brand volumes as per schedule
below.
 Local CPC: The local CPC Brand wise is as follows –
a. Carlsberg Smooth: Inr______40_____________
b. Tuborg Green: Inr______40_____________
c. Others: Inr______40___________
 Volume target linked HO incentive program is as follows -

Volume May HO incentive Total cpc

ITEM to Dec
Carlsberg Smooth 200 91.3
650 51.3
Carlsberg Smooth 200 96.8
330 56.8
Carlsberg Smooth 200 139.2
500 99.2
Carlsberg Elephant 200 106.9
650 66.9
Carlsberg Elephant 106.9
330 66.9
Carlsberg Elephant 300 142.3
500 102.3
Tuborg Mild 650 200 43 83.0
Tuborg Mild 330 200 48.5 88.5
Tuborg Mild 500 300 79.8 119.8
 Tuborg Strong 650 200 53.8 93.8
Tuborg Strong 500 200 88.1 128.1
Payout Structure & Modality: -

 Local CPC will be paid out to you regularly month on month, basis the volume of business purchased
for the month from Liquid Gold – payout will be done irrespective of volume target achievement.

 HO Incentive payout structure (payout linked to volume target achievement):

 Minimum brand-wise achievement of 75% is must for all CIPL brands (Carlsberg, Tuborg etc.)
to qualify for payout. If any brand is achieved less than 75% within the time frame plotted (Each
Quarter), the pay-out will differ basis below mentioned payout structure.

 Scenario 1, if achievement is >=75% up-to 100%, then absolute payout amount will be
calculated at 100% of CPC for payout on actual achievement brand wise.

 Scenario 2, if achievement is <75%, then absolute payout amount will be calculated at

prorated% achievement X CPC for payout on actual achievement brand wise.

 Example, if achievement is 65% of target volume, then absolute payout amount will be calculated
@ 65% of CPC for payout on actual achievement brand wise.

 All tie-up claims need to be supported with a debit note, invoices for CIPL brand purchases achieved
at “ ” and pictures of branding, activation and events.
 Note: In case volume target is over-achieved within 70% of time period, then fresh tie-up must be
done, and the existing tie-up will be null & void (post settlement of pay-out)

1. Other terms
 The company reserves the right to change the product rates during the term of the contract.
 Any Stock return/damages will not be considered.
 Please note that you will be required to submit documentation (proofs), at any stage of claim
settlement and subject to CIPL internal audit.
 This agreement stands valid only if it is signed & Stamped on all pages.
 Both parties can terminate this contract with one-month notice if the other party does not abide by
the terms of the contract otherwise this contract is binding till the period ends. However, if any
government rules change which do not allow either party to enter into such contracts then this
contract may be terminated.
 In case of any dispute CIPL reserve the right for making final decision on payment of additional
incentive.
 Kindly sign and return a copy of this agreement as a token of acceptance to the terms and
conditions specified herein.

We look forward to a long and fruitful association.

Thanks & Regards,

___________________________
Sales Executive/Area Sales Manager Signature ___________________________
Carlsberg India Pvt. Ltd. (Owner/Manager)

Authorised & Verified by:-- Stamp:_____________________________

Region Head, Carlsberg India Pvt. Ltd. Owner Name/Manager Name:
Date: ________________________ Contact Number: