EXCLUSIVE MARKETING AGREEMENT

This exclusive marketing agreement (“Agreement”) is made on this __ day of ______________

2015

Between

XYZ ., a company incorporated under the Companies Act, 1956, bearing company number
…………….. dated 2 June ……, having its registered office at……………………………., and
corporate office at………………………………………, (“XYZ”, which expression shall include its
successors and permitted assigns) of one part

And

ABC. LTD., a company incorporated under the Companies Act, 1956, bearing CIN
_______________, having its registered office at…………………….., (“……”, which expression
shall include its successors and permitted assigns) of the other part.

XYZ and ABC are hereinafter individually referred to as a “Party” and collectively referred to as
“Parties”.

WHEREAS:

A. XYZ is engaged in the business of processing, sale and marketing, inter-alia of agro
chemicals, fertilizers, animal nutrition products, bio compost, insecticides, water based
adhesives, solvent based adhesives, epoxy products, wood finishes, organic chemicals,
drug intermediaries, bulk drugs and formulations grouped under different divisions.

B. ABC is engaged in the business of ________________________.

C. ABC has manufactured riboflavin phosphate sodium USP/EP/BP/IP grade (“Product”) at

its own cost, and has approached XYZ to promote and market the Product on an
exclusive basis in the international market, and XYZ agrees to do the same on the
following terms and conditions which are mutually agreed between the Parties.

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NOW THIS AGREEMENT WITNESSETH THE TERMS AND CONDITIONS DETAILED
HEREUNDER:

1. SCOPE OF WORK

1.1. ABC agrees to sell and supply the Product to XYZ and XYZ agrees to further promote
and market the Product to its customers under XYZ’s trade mark(s)/brand name(s),
globally (“Work”).

1.2. The Work under this Agreement is on an exclusive basis to any entity, except to the
companies as stated in Annexure – 1 to this Agreement, to whom ABC may sell and
supply the Product directly, under ABC’s trade mark(s)/brand name(s).

1.3. XYZ shall place upon ABC, purchase orders for supply the Product as per XYZ’s needs
and market demand, from time to time, and ABC shall supply the Product to XYZ in
accordance with the quantity, price, delivery terms, etc. specified in each purchase order.

1.4. The Product to be supplied by ABC to XYZ shall be packed by ABC in such packages as
may be instructed in writing by XYZ from time to time and shall carry XYZ’s trade
mark(s)/brand name(s).

1.4.1. The cost involved in purchasing and storing the packaging material for the Product and
carrying out the packaging activity shall be solely borne by ABC.

1.4.2. ABC hereby recognises that XYZ is the absolute owner/registered user of its trade
mark(s)/brand name(s). It is clearly understood that this Agreement does not give or
transfer to ABC any right, title or interest in XYZ’s trade mark(s)/brand name(s). ABC
undertakes that it shall not use XYZ’s trade mark(s)/brand name(s) for any other purpose
other than that stated under this Agreement for its own use or for the use by any third
party.

1.5. The cost and liability of the Product from ABC’s manufacturing facility till the time XYZ
accepts possession of the same at the destination as informed by XYZ to ABC in writing,
shall solely rest upon ABC. Thereafter the cost and respnsibility in relation to the Product
shall shift to XYZ; however, ABC shall continue to be liable for the quality of the Product.

1.6. ABC shall provide XYZ with all necessary documents in relation to the Product, as
requested for in writing by XYZ, including but not limited to, Product quality test results,
proof of quantity, etc.

1.7. ABC shall obtain and share with XYZ, all necessary legal/statutory registrations from the
appropriate authorities, in relation to the Product and packaging and transportation
thereof, including but not limited to, Insecticides Act, 1968, Standards of Weights and
Measures Act, 1976, Packaged Commodity Rules, 1976, etc..

2. CHARGES

2.1. In consideration of the aforesaid, XYZ shall pay ABC the charges as per Annexure – 2 to
this Agreement (“Charges”), subject to deductions on account of TDS at the prevailing
rate.

2.2. The Charges are inclusive of all expenses incurred by ABC in relation to this Agreement,
and ABC shall not be entitled to reimbursement on account of any additional cost or
expense, whatsoever, incurred by them.

2.3. ABC shall raise an invoice on XYZ on or after the date of handing over of the Product to
XYZ, as stated at clause 1.5 of this Agreement, along with all supporting documents, as
requested for by XYZ, and XYZ shall pay the Charges within __________ (__) days from
the date of receipt of the invoice along with the said supporting documents.

2.4. ABC will charge service tax, on specified percentage of the gross amount, notified by the
Government of India from time to time, for which ABC is liable to pay service tax. the
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 amount of service tax shall be charged separately on the invoice, which shall incorporate
information prescribed under the Service Tax Rules, 1994 (“Rules”) and the amount of
service tax charged on the invoice will not be paid in case the invoice is not in
accordance with the Rules. Where XYZ is liable to pay any amount of service tax payable
on the Work provided under this Agreement, directly to the Government of India, such
amount shall not be paid to ABC even if ABC has deposit such amount with the
Government of India as service tax.

2.5. Where ABC does not charge any amount as service tax in the invoice, for whatever
reason, ABC shall mention the same along with relevant clause of the Finance Act or the
entry serial number and the notification no. on the invoice. Where no amount is charged
as service tax in the invoice and the invoice does not incorporate any claim of exemption
from the service tax, the amount charged shall be treated as inclusive of service tax and
subsequently, ABC shall not be eligible to make a claim upon XYZ for any amount
towards service tax.

3. TERM

3.1. This Agreement shall come into effect on ______________ 2015 (“Effective Date”) and
shall remain valid for a period of _____ (__) years thereafter, unless terminated in
accordance with the terms of this Agreement.

4. TERMINATION

4.1. Termination with cause

4.1.1. If a Party breaches any of its duties or obligations hereunder and such breach is not
cured to the non-breaching Party’s sole satisfaction, within ten (10) days from the date of
the written notice of the breach, then this Agreement shall stand automatically terminated
at the expiry of the said ten (10) day period, without any further notice; or

4.1.2. A Party will have the right to terminate this Agreement with immediate effect if: (i) the
other Party becomes the subject of a bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of creditors, (ii) the
other Party makes an assignment for the benefit of creditors, (iii) the other Party does not
pay its third party debts substantially as they become due or admits in writing its inability
to pay its debts when due, and/or (iv) an application for a receiver, trustee, or custodian is
made by anyone for the other Party.

4.2. Termination without cause

4.2.1. A Party will have the right to terminate this Agreement at any time, without assigning any
reason, upon giving thirty (30) days prior written notice to the other Party.

4.3. In the event of termination, each Party will fulfill it’s respectively obligations that accrued
to such Party prior to the effective date of termination.

5. CONFIDENTIALITY

5.1. ABC shall ensure that all the information/details shared by XYZ or which comes to the
knowledge of ABC or its personnel, during the course of provision of Work under this
Agreement, are kept confidential and are not, directly or indirectly, disclosed to any third
party.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each Party represents and warrants to the other Party that (i) it has all requisite power
and authority to enter into this Agreement and to perform its respective obligations
hereunder, and (ii) execution of the Agreement will constitute valid and binding obligation
and be enforceable against it in accordance with its terms.

7. INDEMNITY
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7.1. ABC agrees to indemnify, and keep indemnified, XYZ and its officers, directors, agents,
employees and affiliates against any and all liabilities, losses, fines, penalties, fees,
damages, costs, amounts and expense (including without limitation attorneys’ fees)
arising out of any obligations, claims, actions, suits, judgments, orders, litigations,
enforcements and/or proceedings arising from the breach of any or all of the terms and
conditions of this Agreement or any issue in relation to the Product.

7.2. Neither Party shall be liable to the other for any consequential, indirect, punitive or special
damages.

8. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

8.1. Any and all disputes, controversies and differences arising out of or in relation to this
Agreement, including a dispute relating to the validity of existence of this Agreement shall
be referred to and resolved by arbitration conducted at ………… in accordance with the
provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall
be conducted by a sole arbitrator jointly appointed by the Parties within fifteen (15) days
from the date of first recommendation for an arbitrator in written from a Party to the other.
If the Parties fail to agree on the appointment of the sole arbitrator, each Party shall
appoint one (1) arbitrator each within a further/additional period of fifteen (15) days and
the two (2) arbitrators so appointed shall appoint the third arbitrator within a further
additional period of ten (10) days. The language of arbitration shall be English. As part of
the terms of appointment of the arbitrator(s), the arbitrator(s) shall be required to produce
an award within six (6) months from the appointment of the arbitrator(s). Parties shall use
their best efforts to assist the arbitrator(s) to achieve this objective, and the Parties agree
that this six (6) month period shall only be extended in exceptional circumstances, which
are to be determined by the arbitrator(s) in its/their absolute discretion. The arbitral award
passed by the arbitrator(s) shall be final and binding on the Parties and shall be
enforceable in accordance with its terms. The arbitrator(s) shall state its/their reason(s)
for its/their finding(s), in writing. The Parties agree to be bound thereby and to act
accordingly. All costs of the arbitration shall be borne equally by the Parties.

8.2. This Agreement shall be governed by and construed in accordance with the laws of India.
Subject to foregoing, the courts at……….. only shall have exclusive jurisdiction in all
matters arising out of or in relation to this Agreement.

9. MISCELLANEOUS

9.1. Entire agreement: This Agreement along with its annexure’s shall form the entire
agreement and understanding of the Parties with respect to the subject matter and
supersedes all prior understandings, agreements, proposals, communications, etc.,
between the Parties.

9.2. Subcontracting and assignment: ABC shall not assign or sub-contract any of its rights,
duties or obligations under this Agreement without the prior written consent of XYZ. Any
attempt by the Service Provider to do the same without the prior written consent of XYZ
shall be in breach of this Agreement. In any event ABC shall be solely responsible and
liable for any act or omission of its subcontractors or assignees.

9.3. Notice: All notices issued under this Agreement shall be in writing and shall be served
personally or sent by registered post (with acknowledgment of receipt requested) or
speed post, to address given below. A Party may change its address to receive notice by
serving written notice to the other Party in accordance with this provision. Any notice shall
be deemed to have been duly given (a) on the day of receipt if delivered in person, (b) if
sent by registered post with acknowledgement of receipt requested, then on the date of
such receipt, (c) if sent by speed post, then four (4) days from the date of posting the
same.

To ABC: To XYZ
Attn.: _______________ Attn.: _______________
Address: Address:
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9.4. Relationship between the Parties: At all times in providing the Work, the Parties shall act
on a principal to principal basis only. Nothing in this Agreement constitutes or may be
deemed to constitute a relationship of principal and agent, employer and employee,
partnership or joint venture between the Parties hereto or any subsidiary, parent, holding
company or affiliate thereof.

9.5. Costs: Each Party must pay its own costs and expenses in relation to the negotiation,
preparation and execution of this Agreement. The Parties agree that any stamp duty
assessed or payable on or in relation to this Agreement shall be borne equally by the
Parties.

9.6. Waiver and variation: A provision or a right created under this Agreement may not be
waived except in writing signed on behalf of the Party granting the waiver; or varied
except in writing signed by the Parties.

9.7. Severability: If any portion of this Agreement shall be declared invalid, unenforceable or
void by order, decree or judgment of a court of competent jurisdiction or other competent
authority, then such provisions shall be deemed to have been severed or removed from
this Agreement, except when such construction would constitute a substantial deviation
from the general intent and purpose of the Parties as reflected in this Agreement. In the
latter case the parties shall replace such invalid provision with another provision which
least deviates which keeping in view the purpose of the Parties.

IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement through their duly
authorized persons, effective from the Effective Date, at the place and on the day, month and
year written respectively below.

Signed and delivered on behalf of XYZ Signed and delivered on behalf of ABC

Signature……………………… Signature………………………..
Name: Name:
Designation: Designation:
Place: Place:
Date: Date:

In presence of In presence of

Signature_________________ Signature_________________
Name: Name:
Address: Address:

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 Annexure – 1

List of companies for direct sale of the Product by ABC

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Annexure – 2

Charges

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