Retail Showroom Agreement

This Retail Showroom Agreement (“Agreement”) is made on this the __ day of ____, 2020 (“Effective
date”) by and between:

____________________________________, a company incorporated under the Companies Act,

1956/2013 and having its registered office at ____________________________________
(hereinafter referred to as the “Distributor”, which expression shall unless repugnant to the context
or meaning thereof mean and include its successors and assigns);

AND

[[[●], a company incorporated under the [Companies Act, 2013/ Companies Act, 1956] and having its
[registered office / principal] place of business at [●] and [corporate identity number (CIN) / taxpayer
identification number (TIN)] (hereinafter referred to as the “Retailer”, which expression shall unless
repugnant to the context or meaning thereof mean and include its successors and permitted
assigns);]
OR
[[●], a sole proprietorship having its registered office at [●] and GSTIN: [__] (hereinafter referred to
as the “Retailer”, which expression shall unless repugnant to the context or meaning thereof mean
and include its successors and permitted assigns);
OR
[[●], a limited liability partnership registered under the Limited Liability Partnership Act, 2008 and
having its registered office at [●] and GSTIN: [__] (hereinafter referred to as the “Retailer”, which
expression shall unless repugnant to the context or meaning thereof mean and include its successors
and permitted assigns);
OR
[[●], a partnership firm registered under the Partnership Act, 1932 and having its registered office at
[●] and GSTIN: [__] (hereinafter referred to as the “Retailer”, which expression shall unless
repugnant to the context or meaning thereof mean and include its successors and permitted
assigns);

“Parties” means collectively the Distributor and the Retailer, and “Party” means each of the
Distributor and the Retailer individually, as the context may require.

WHEREAS:

A. Distributor has entered into agreement with its Supplier Company i.e. OPPO Mobiles India
Private Limited (“hereinafter referred to as “Supplier”) for sale of mobile phones and
accessories under the brand “realme”.

B. The Retailer has approached the Distributor and expressed its willingness (i) to establish and
operate a physical brick and mortar store in the Territory (hereinafter “ Store”) exclusively for
the sale of the realme Products; and (ii) to participate in the marketing and promotion of the
Products in the Territory under the brand “realme”.
NOW, THEREFORE, in consideration of the above premise and the mutual promises contained
herein, this Agreement witnesseth as under:

1. This Agreement shall be deemed to have come into effect on Effective Date and shall continue
in force for a period of two (2) years from the Effective Date, or till the expiry or termination of
the Agreement, whichever is earlier (“Term”).

2. The Retailer shall establish and operate a Store within the Territory to retail and sell the
Products to End Customers and the Distributor hereby grants, with the Supplier’s consent, a
Territory wide, non-transferable, non-exclusive and limited licence to the Retailer in this
respect in accordance with this Agreement (the “Licence”).

3. In consideration of the grant of the Licence, the Retailer agrees to:

a. procure the Products solely from the Distributor in accordance with such terms as are
agreed between the Distributor and the Retailer, and further agrees not to procure them
from any third party so as to ensure that the Products procured by the Retailer are original
and genuine;
b. construct, establish, furnish, outfit, open, and operate the Store as set out in this
Agreement and as may be directed by the Distributor or Supplier from time to time;
c. sell the Products solely to the End Customers at the Store;
d. use the Store exclusively for the sale of the Products to End Customers on a retail basis;
e. procure all approvals and registrations under applicable laws for establishing and
operating the Store, and selling the Products therefrom, in the manner contemplated in
this Agreement;

4. The Retailer shall follow guidelines issued by Supplier or Distributor, from time to time on the
designs, plans, and specifications for the premises of store, including distinctive interior and
exterior styles, decors, fixtures, and equipment layouts, as well as designs, dimensions and
specifications for interior and exterior signs and all civil work and infrastructure for the Store
as issued by Supplier (collectively the “Guidelines”).

5. The Retailer shall, at its own cost and expense, and strictly in accordance with the Supplier
Guidelines, undertake the necessary construction works and procurement of furniture and
fixtures required to establish, set up, open, operate, and maintain the Store (including
execution of the lease for the premises, payment of rent and security deposits, maintenance
charges, civil works, repair and maintenance work, electricity, Store supplies, and any and all
remuneration due to the staff).

6. Distributor represent that Supplier has provided certain fixtures, sign boards, marketing
material and other assets as are specifically set out in Annexure A to Distributor (collectively
the “Assets”) for use by the Retailer in accordance with the agreed terms. The risk in such
Assets shall transfer from the Distributor to the Retailer on delivery of such assets. Retailer
shall hold the Assets in trust as a bailee and shall not, directly or indirectly, create, incur,
assume, or permit to be created, incurred or assumed, any claim, lien, charge or encumbrance
of any nature whatsoever in favour of any third party over any Assets and shall procure that
the Assets remain free from any lien, charge or other security interests and that no person
 other than the Supplier shall have any claims to title thereon.

7. The Retailer shall, within two (2) days of the delivery of the Assets, and thereafter during the
Term:

i. Install and display the Assets in the Store;

ii. Install and display the Main ACP Board/Signage along with the Cladding covering the
entire façade on the first header provided by the Distributor exclusively on the Store
front for a period of not less than two (2) years from the date of first installation;
iii. Install and display the other Assets in accordance with the Supplier’s Guidelines, as
revised from time to time, and other instructions as communicated by the Distributor
from time to time;
iv. Not modify, transform or otherwise alter the Assets without the Distributor prior
written consent;
v. Not remove or re-position any of the Assets from their locations, as designated by the
Distributor, in the Store without the Distributor prior written consent; and
vi. Protect the Assets from loss, damage or deterioration and inform the Distributor
and/or the Supplier immediately in the event of the same.

8. The Retailer shall be responsible for the repair and maintenance of the Assets, and shall, in the
event of wear and tear and/or other minor or intentional damages to the Assets, repair the
same at its own cost and expense. In the event of the Retailer’s failure to maintain the Assets
in accordance with the Guidelines and the instructions issued by the Distributor from time to
time, Distributor shall be entitled to undertake the repair and maintenance of the Assets and
recover the same from the Retailer.

9. In the event the Retailer is found to be in breach of its obligations under Clause 7 and 8,
above, Distributor shall be entitled to impose, as liquidated damages, a sum of Rupees One Lac
only (INR 1,00,000 /-) per incidence for the Store in breach.

10. The Distributor shall have the right, through its employees, or authorised representatives,
professional advisors, accountants, and/or legal counsel, with two (2) days prior notice in
writing, to visit and inspect the Retailer’s premises and properties, to examine and take copies
of its books of accounts and records in so far as they relate to the subject matter of this
Agreement. In addition, the Distributor shall be entitled to conduct urgent surprise visits,
inspections and audits of the Stores, at its sole discretion.

11. In consideration of the Distributor providing the Assets to the Retailer, Retailer shall submit to
the Distributor a refundable, subject to the terms herein, interest free security deposit equal
Rupees Three Lakhs only (INR 3,00,000 /-) within seven (7) days of execution of this
Agreement. Subject to the Retailer compliance with the terms of this Agreement, Distributor
shall release the security deposit amount held by it to the Retailer on the completion of the
Term.

12. In the event, Retailer chooses to terminate this Agreement or operate the Store in accordance
with the requirements of this Agreement, Distributor shall be entitled to either forfeit the
 security deposit submitted or deduct an amount equivalent to the direct damages, from the
security deposit to be refunded in accordance with Clause 12 above arising from the
concerned breach, whichever is lower.

13. In the course of this Agreement, the Parties may have access to and be entrusted with the
other Parties’ trade secrets, business and financial plans, strategies, know-how and other
information in respect of the business of the other Parties (the “Confidential Information”). It
is hereby agreed that each Party shall maintain as confidential at all times the Confidential
Information, and shall: (i) apply the same security measures and degree of care, which shall
not be less than a reasonable degree of care, to the Confidential Information as it applies to its
own confidential information; (ii) not, directly or indirectly, disclose or make the Confidential
Information available, in whole or in part, to any third party or persons, without the prior
written consent of the other Parties; and (iii) not disclose Confidential Information to any
employees or contractors unless they have a demonstrable need to know and are bound by
confidentiality obligations at least as restrictive as those stated in this Agreement. The
obligations of confidentiality specified herein shall survive the termination or expiry of this
Agreement, howsoever caused.

14. Each Party represents and warrants to the other Parties that: (a) it is duly incorporated,
organized and validly existing under the laws of India; (b) it has full power, authority and
necessary corporate authorizations to enter into, execute and deliver this Agreement and to
perform the obligations contemplated herein; (c) this Agreement constitutes legal, valid and
binding obligations, enforceable against it in accordance with its terms; (d) it has, and for the
Term of this Agreement, shall continue to have such skill, expertise, infrastructure and
manpower as may be necessary to perform its obligations under this Agreement; (e) it is, and
shall for the Term of this Agreement remain, in compliance with all applicable laws and
possesses all requisite governmental approvals, licenses, permits for rendering the Services;
and (f) all information, data, reports and other information provided to the other shall be
accurate and complete.

15. Each Party (“Indemnifying Party”) agrees to indemnify, defend and hold the other Party or
Parties (“Indemnified Party(ies)”), as the case may be, harmless from and against claims,
demands, actions, liabilities, costs, interest, damages and expenses of any nature whatsoever
(including all legal and other costs, charges and expenses) incurred or suffered by the
Indemnified Party(ies), arising out of: (i) any breach of any representations, warranties,
covenants or obligations by the Indemnifying Party; (ii) any breach of the provisions of
applicable laws; (iii) any breach of its confidentiality obligations hereunder; (iv) any
infringement, actual or alleged, of any third party’s intellectual property rights by the
Indemnifying Party; (v) any fraud, misrepresentation, gross negligence or wilful misconduct by
the Indemnifying Party or its personnel, representatives or agents.

16. Distributor shall have the right to terminate this Agreement, without affecting the Parties’
respective rights and obligations under the Agreement, by providing prior written notice of not
less than thirty (30) days to the Parties. In the event of expiry of the Agreement, or the
termination of this Agreement, the Retailer shall return the Assets to the Distributor in the
same condition as was supplied to the Retailer, barring reasonable wear and tear.
17. Notwithstanding anything to the contrary contained herein or elsewhere, neither Party shall
be liable to the other, whether in contract, tort, breach of statutory duty, or otherwise, for any
loss of profit, or any other special, incidental, indirect or consequential damages, damages
from loss of profits or business opportunities even if the other Party shall have been advised in
advance of the possibility of such loss, cost or damages.

18. This Agreement, of which it is a part, is a complete and exclusive statement of the agreement
between the Parties, which supersedes all prior or concurrent proposals and understandings,
whether oral or written, and all other communications between the Parties relating to the
subject matter of this Agreement and the Agreement.

IN WITNESS WHEREOF THE PARTIES TO THIS AGREEMENT HAVE SET THEIR RESPECTIVE HANDS
ON THE DAY AND YEAR FIRST HEREINABOVE MENTIONED.

SIGNED AND DELIVERED SIGNED AND DELIVERED

On behalf of Distributor by its authorized On behalf of Retailer by its authorized
signatory signatory

Distributor Name: Retailer Name:

Name: Name:
Designation: Designation:
Witness: Witness:
 ANNEXURE A – ASSETS

1.      ACP Board/Signage along with complete cladding of the main façade

2.      TOTEM
3.      Flange
4.      Clip On/ISB
5.      Fixtures