PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

DISTRIBUTOR AGREEMENT
This Distributor Agreement (hereinafter referred to as “Agreement”) is made as of the _____
day of _____________ 2021, (hereinafter referred to as “Effective Date”) at Hardoi, Uttar
Pradesh, India;
BY AND BETWEEN
M/s. MYSUREWELL ENTERPRISE PVT LTD , having its registered office at “H.No: 12
Near Baibhav Lawn,Circular Road, Hardoi 241001”, represented by its authorized signatory Mr.
Saurabh Tiwari (hereinafter referred to as the “Distributor” which expression shall, unless
repugnant to the context or meaning thereof, include its successors in interest and permitted
assigns) of the FIRST PART;
AND
Mr. Ajay Kumar, S/o of Mr. __________, aged _______ years, residing at _____________
(hereinafter referred to as the “Buyer” which expression shall, unless repugnant to the context or
meaning hereof, include its successors in interest and permitted assigns) of the SECOND
PART;

The Distributor and the Buyer are hereinafter collectively referred to as “Parties” and
individually as “Party” as the context may require.
Recitals:
WHEREAS the Distributor is a manufacturer and is engaged in the business of manufacturing
home care, health care, personal care, garments, ayurvedic health care, life style products,
agriculture products and electric products (hereinafter referred to as “Products”);
WHEREAS the Distributor desires to engage the Buyer in purchasing the Products, under the
terms and conditions set forth hereunder in this Agreement.
NOW, THEREFORE, in consideration of the terms and conditions and covenants set forth
hereinafter this Agreement witnesseth as follows:

1. Scope
a. The Distributor is engaged in the business of manufacturing home care, health care,
personal care, garments, ayurvedic health care, life style products, agriculture products and
electric products as provided in a detailed manner in Annexure A of this Agreement.
 PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

b. The Buyer under this Agreement is engaged in the business of

_______________________________________________________________________.
c. The Buyer under this Agreement wishes to purchase the Products manufactured by the
Distributor under the terms and conditions set forth hereunder and the Distributor wishes to
undertake the sale of the products to the Buyer under the terms and conditions set forth
hereunder.

2. Duties and Obligations

a. For the Distributor
The Distributor under this Agreement is required to comply with the following duties and
obligations as specified hereunder:
i. The Distributor is responsible for distribution of the products, and they must do so
with the utmost care and precaustion.
ii. The Distributor is only liable to distribute the ordered Products to the prescribed
place. The Distributor is not liable to take on any additional duties on behalf of the
Buyer.
iii. The Distributor must comply with all terms of this Agreement and must not be party
to any fraud or unlawful activities.

b. For the Buyer

The Buyer under this Agreement is required to comply with the following duties and
obligations as specified hereunder:
i. The Buyer is liable to make all payments on the due date.
ii. The Buyer is laible to provide valid and authentic documents regarding the
purchasing of the Product and the payment details.
iii. The Buyer must comply with all terms of this Agreement and must not be party to
any fraud or unlawful activities.

3. Commercials
The Parties under this Agreement shall be governed under the commercials setforth here under:
 PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

a. The Buyer must provide all documents related to sales amounting to INR 5,00,000/-
(Rupees Five Lakhs Only) to the distributor within __________ days of the execution of
this Agreement.
b. The Buyer must transfer INR 5,00,000/- (Rupees Five Lakhs Only) to the Distributor
within ________ days from the date of providing the documents.
c. The Distributor will provide a receipt for the amount of INR 5,00,000/- (Rupees Five
Lakhs Only).
d. The Distributor will provide the ordered goods to the Buyer within _______ days from
the date of receiving the payment.

4. Term and Termination

a. The present Agreement shall become effective on the Effective Date of this Agreement and
shall continue for a periof of 05 (five) years.
b. The Distributor may terminate this Agreement at any point by giving prior written notice
of ____ days to the Buyer. However, on a failure of the Buyer to clear the outstanding
payments in the Purchase Orders in a timely prescribed manner, the Distributor shall
immediately cease to withdraw any outstanding orders and shall terminate this Agreement
without any notice.
c. Either Party may terminate this Agreement before its expiration upon the occurrence of
either of the following:
(i) the other Party becomes insolvent, or institutes (or there is instituted against it)
proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an
assignment for the benefit of creditors or becomes nationalized or has any of its
material assets confiscated or expropriated; or
(ii) the other Party (in this case, the “Breaching Party”) fails to perform any of its
obligations hereunder and fails to correct such failure within ____
(_______________) calendar days after receiving written demand therefore from
the non-breaching Party, specifying the failure in sufficient detail for the breaching
Party to correct such failure; provided, however, that upon a second breach of the
same obligation by such Party, the other Party may forthwith terminate this
 PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

Agreement upon notice to the breaching Party.

d. Upon the termination or the expiry of the present Agreement, the Distributor shall have
no further responsibilities to the Buyer except that in the event the Agreement terminates
for any reason other than a breach hereof by Distributor, Distributor shall be obligated to
process orders accepted by Distributor before the effective date of such termination or
expiration or within _______ days after termination thereafter.

5. Indemnification and Limitation of Liability

a. Each Party to the Agreement shall indemnify, hold harmless and defend the other Party and
its officers, directors, agents, employees, and affiliates, from and against any and all
claims, demands, actions, costs, expenses, liabilities, judgments, causes of action,
proceedings, suits, losses and damages of any nature, which are threatened or brought
against, or are suffered or incurred by, the other Party or any such person to the extent
caused directly by acts or omissions of the Indemnifying Party relating to this Agreement,
including without limitation :
i. Any negligent or tortious conduct,
ii. Any breach of any of the representations, warranties, covenants or conditions of the
Indemnifying Party contained in this Agreement,
iii. Any violation of applicable laws or regulations,
iv. Infringement or violation of any patent, copyright, trade secret, or other proprietary
interest of any third party, and
v. Any breach of any express or implied warranties relating to the Products, including
implied warranties of merchantability and fitness for a particular purpose.
b. Except concerning the Distributor’s indemnification obligations, Distributor shall not be
liable to the other for any special, indirect, incidental, punitive, or consequential damages
arising from or related to this Agreement, including bodily injury, death, loss of revenue,
or profits or other benefits, and claims by any third party, even if the Buyer has been
advised of the possibility of such damages. The foregoing limitation applies to all causes of
action in the aggregate, including without limitation to breach of contract, breach of
warranty, negligence, strict liability, and other torts.
 PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

6. Governing Law and Dispute Resolution

a. This agreement is governed by and constructed in accordance with the laws of India.
b. Any disputes arising out of this Agreement shall be tried only in the courts situated at
Hardoi, Uttar Pradesh, India and the courts of Hardoi, Uttar Pradesh, India shall have
sole jurisdiction to try any disputes or claims arising out of this Agreement.
c. 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 Arbitration and Conciliation Act, 1996.
d. The arbitral tribunal shall be composed of a sole Arbitrator appointed by the Distributor.
The seat of arbitration shall be at Hardoi, Uttar Pradesh, India and any award whether
interim or final shall be made and shall be deemed for all purposes between the Parties to
be have been made in Hardoi, Uttar Pradesh, India. The language of the arbitration shall
be English. The arbitrators’ award shall be final and binding on the parties. All cost of the
Arbitration including but not limited to the Arbitrator’s fees shall be borne by the Party as
specified in the Arbitrator’s award.

7. Miscellaneous Provisions
a. Entire Agreement: The representations and warranties are given or made by the Parties
prior hereto and this Agreement and the terms amended in writing from time to time
hereafter shall constitute the entire agreement between the Parties pertaining to the subject
matter hereof and supersedes in their entirety all other written or oral agreements,
representation and warranties given by the parties unless incorporated into the Agreement.
b. Severability: If any provision of this Agreement is determined to be unenforceable in
whole or in part for any reason, then such provision or part shall to that extent be deemed
deleted from this Agreement and the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be in any way affected thereby and any act of
omission /commission of the Parties hereto done before the provisions being held
unenforceable shall be deemed to be valid and/or binding on the other.
c. Force Majeure: The Distributor under this Agreement shall not be held liable for any
failure to perform that is due to any cause or circumstance beyond the reasonable control of
the Distributor, including without limitation a demand for such Products and other products
PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

manufactured by the Distributor which exceeds Distributor’s ability to supply them,

earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions,
strikes, lockouts or other labour disturbances, national or international emergencies, failure
to secure materials or equipment from usual sources of supply, failure of carriers to furnish
transportation, government rules, regulations, acts, orders, restrictions or requirements or
any other cause or circumstance beyond the reasonable control of the Distributor. No such
inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.
d. Modifications and Amendments: Any Modification to the terms of this Agreement may
be carried out at any time by mutual consideration and consent between the parties to the
Agreement by way of an addendum to this Agreement, duly signed and executed.
e. Assignment: This Agreement will bind the successors and permitted assigns of the Parties
hereto and the Parties will obtain prior written consent from the other Party before the
assignment of this Agreement.
f. Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative
and may be exercised singularly or concurrently. If the Distributor fails to perform its
obligations under this Agreement and the Distributor does not enforce such provision,
failure to enforce on that occasion shall not be taken as a waiver of enforceability rights
available to the Distributor.
g. Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms
which by their nature or otherwise necessary to survive termination or expiration of this
Agreement shall survive to put an end to the pending operations/transactions already
entered into in a smooth manner, following any expiration or termination of this
Agreement.
h. Notices: Any notice, direction or instruction given under this Agreement shall be in writing
and delivered by hand, registered post or E-mail to:
For the Distributor:M/s. MYSUREWELL
ENTERPRISE PVT LTD
Attn to: Mr. Saurabh Tiwari
Address: H.No: 12 Near Baibhav Lawn,Circular
Road, Hardoi 241001
Email Id:
Mobile No:
For the Buyer: Ajay Kumar
Address:
 PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

E-mail Id:
Mobile No:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the day and year first above written.

For the Distributor For the Buyer

__________________________ __________________________
Name: Name:
Designation: Designation:
 PRIVATE AND CONFIDENTIAL- FOR CLIENT USE AND DISCUSSION ONLY

ANNEXURE A
LIST OF PRODUCTS MANUFACTURED
S No Products Ref No/Code
1 home care
2 health care
3 personal care
4 garments
5 ayurvedic health care
6 life style products,
7 agriculture products
8 electric products