MARKETING AND SALES AGENCY CONTRACT

This agreement is executed on this. 13Th day of DECEMBER 2022 between CHANDRAHAS
TECHNOLOGIES PVT LTD. (company) (hereinafter called “the COMPANY” for the purpose
of this agreement) of the one part and J Sons IoT Homes (Agent)
(Hereinafter called “the agency”) of the other part.

Whereby it is agreed between the parties as follows:

1. That the agency is hereby appointed as the sole agency of the company for the
town Boisar (In the District of) Palghar (hereinafter called “the agency town”) for
the purpose of making sales of the products/goods of the company for a term of 3 years
commencing from the date hereof on the terms and conditions set forth hereunder.
2. That the agency shall not, while selling the products/goods of the company make any
representation in the trade or give any warranty other than those contained in the company’s
printed price list.
3. That the agency shall maintain regular stocks of 170 working and non-working products/goods
for demonstration, sales and service purpose. Any of such products/goods will be delivered to
agency only after complete payment as mutually decided between the agency and the company.
4. That the agency shall be allowed to deduct and retain his mutually decided agency
commission periodically updated by the company based on (product, locality, availability of raw-
materials, any unforeseen conditions/mishaps and more) with Himself of all products/goods sold
on behalf of the company. The agency shall keep a record of all sales and shall regularly update
the details through company CRM or any digital platform as described by company. All
sales/delivery shall be made for cash against dispatch of goods unless the company’s consent in
writing to give credit to any particular purchaser be in any case first obtained and in the case of
such credit sales the company may direct for such increase in the price of his products/goods
over and above the current list price of the company.
5. That the agency shall not make purchases on behalf of or in any manner pledge the credit of
the company without the consent in writing of the company.
5. That the agency shall, at its own expense, purchase or take on rent and occupy for the purpose
of the agency, suitable premises with prior approval of the company and shall keep insured for
full value against all available risks, all the goods entrusted to his custody by the company under
this agreement and on request, shall produce to the company, receipts, for the rent, rates and
taxes of the said premises and for the premiums on insurance policies showing that the same
have been paid on or about their respective due dates. That the agency shall bear all expenses
relating to or incidental to the said agency.
6. That the agency, while selling to persons in the trade, shall obtain the purchaser’s
signature to an agreement to the following effect:
(i) That the said products/goods of the company shall not directly or indirectly be re-sold
outside the agency district.

Contd...
2

(ii) That the said products/goods of the company shall not be re-sold to the public below the
price list for the time being.

7. That the agency shall, in all his commercial dealings and on documents and on the
name-plate or letter-head indicating his place of business, describe himself as selling
agency for the company.

8. That a breach of the condition in clause 6 hereof shall entitle the company to put an end to this
agreement forthwith and also to recover from the said agency by way of liquidated damages the
sum of Rs. 235000 (Two Lakh Thirty Five Thousand) in addition with any expenses & damages
caused to any customer or customer property using such product or services, for each such article
sold in breach of such clause. The agency undertakes that all purchasers to whom he may sell the
company’s goods shall duly enter into, and carry out the aforesaid agreement referred to in
clause 6 hereof for the purposes of this agreement be deemed to be a breach of clause 6 of this
agreement by the agency and give the company the rights and remedies against the agency for
breach by the agency of this agreement.

9. That the company shall keep with the agency a stock of his goods only after payment in full of
all expenses of products & delivery according to the company’s current price list or mutually
decided pricelist for agency. Provided always that the agency shall have no right of action
against the company for delay resulting from shortage of stock, delays in transit, accidents,
strikes or other unavoidable occurrences in replenishing such stock. The company shall always
have the right, without any prior notice, to cause a stock checking of the said products/goods and
on any shortage or deficiency found on such stock-taking the agency shall on demand pay to the
company the list price of such shortage and maintain the stocks. The agency shall not alter,
remove, or tamper with the marks or numbers on the products/goods so entrusted into his
custody.

10. That the agency shall not sell the goods of the company to any purchaser except at current
price list of the company conveyed by him from time to time. The agency may, however, allow a
discount or rebate which shall not be above company’s MSP for fair trade practices.

11. That in the event of any dispute arising between the agency and a purchaser of the
products/goods of the company, the agency shall immediately inform the company of the same
and shall not without the company’s approval or consent in writing take any legal proceedings in
respect of or compromise such dispute or grant a release to any purchaser of the products/goods
of the company.

12. That either party may terminate this agreement at his option at any time after the
expiration of 3 years by giving the other Three months’ notice in writing.

13. That the benefits under this agreement shall not be assignable to any other person.

14. That the agency shall always, during the existence of this agreement, devote his whole
business time and energy for pushing the sale of the products/goods of the company and shall in
all such dealings act honestly and faithfully to the company and shall carry out orders and
instructions and shall not engage or be interested either directly or indirectly as agency or servant
in any other business or trade without the prior consent in writing of the company.

15. That on the termination of his agreement for any reason whatsoever, the agency shall not for
the period of Two year solicit trade orders from the persons who had been purchasers of the
products/goods of the company any time within Three years immediately preceding the date of
such termination and the agency shall not for a period of Three year engage or be interested as
agency or servant in any business, firm or company manufacturing, selling or dealing in
products/goods similar to those of the company.
16. That all products/goods shall be sold by the agency for delivery at agency’s place of business
but the agency shall, at his own expense, have the right to deliver products/goods to purchasers at
their places of business.

17. That without prejudice to any other remedy he may have against the agency for any breach or
non-performance of any part of this agreement, the company shall have the right to terminate this
agreement:
(i) on the agency being found guilty of a breach of its provisions or being guilty of
misconduct or negligence of his duties; or
(ii) on the agency absenting himself from his business duties entrusted to him under
this agreement for Ten days without the company’s prior
permission in writing; or
(iii) on the agency committing an act of bankruptcy.

18. That in the event of any dispute arising out of or in relation to or touching upon the
agreement, the same shall be decided by arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996 by the Arbitrator appointed with mutual consent.

1. The award of the Arbitrator shall be final, conclusive and binding upon the Parties, and
the provisions of the [Indian] Arbitration and Conciliation Act, 1996 shall apply.

2. The rights and obligations of the Parties under, or pursuant to, this Clause, including
the arbitration agreement in this Clause, shall be governed by and be subject to Indian
law, and the agreement shall be subject to the exclusive jurisdiction of the courts at
Dahanu at Palghar Jurisdiction.

19. That the company shall be entitled to terminate this agreement by one month’s notice in
writing to the agency in the event of his ceasing to carry on the said business of the company.

20. That the company shall be entitled to terminate this agreement with instant effect without
any notice of any kind to the agency in the event of any serious breach of trust and the conditions
mentioned in Appendix A, Appendix B, Appendix C & Appendix D attached with the agreement below.

20. That on the termination of this agreement for whatever reason, the agency shall forthwith
deliver to the company all the unsold stock of products/goods and shall pay to the company for
the shortages of deficiency of stock at price list less commission and rebate allowable to the
agency. The agency shall also deliver to the charge of the company all books of account and
documents of the agency, cash, cheques, bills of exchange or other securities he may have
received during the normal course as a result of sales of the products/goods of the company and
shall transfer, assign or negotiate in favour of the company all such securities on demand.
 Appendix A

You represent the Chandrahas Technologies Pvt Ltd. by AutomatiCH® brand and products to the public.
Therefore, it is essential to the success of AutomatiCH® and other retailers that you understand,
embrace and promote both the letter and spirit of the Company's Mission, Values, and Objectives. A
copy of the Code of conduct & other legal documents is updated regularly on the Company's official
website https://chandrahastech.org.

Agency and Company can conduct our relationship with trust and respect only if we work in an open,
fair, and cooperative manner. Both Agency and Company are dependent upon each other to maintain
this unique working relationship.

You, therefore, agree to adhere to the Company's Mission, Values, and Objectives in conducting your
business, and to work jointly with Company, within the framework identified in this Agreement, to
accomplish the Company Mission as it relates to your business. You acknowledge that the success of the
Company, other retailers, and our suppliers is dependent on you fulfilling this commitment. Consistent
with the Company Mission, you pledge to maintain the highest ethical standards in all activities.

You have presented Company with information regarding the qualification of your staff to be appointed
as a Company Agency.

You have also presented to Company a Marketing Area Plan ("MAP"), stating your proposal to develop
and operate facilities in the specified primary market area to promote, sell and service AutomatiCH®
brand products. Company has accepted this MAP.

Your acceptance as an agency by us confirms that you have met our high standards as one of the limited
numbers of businesses to be offered an opportunity and entrusted with significant responsibility for
achieving the future success of the Company. The company products are a superior, customized product
line. We have developed a comprehensive method for marketing the product line on an installed basis
and providing effective post-installation services for it (the "AutomatiCH®"). The Company System
includes unique products, the establishment and operation of specially designed retail facilities, the
visual image of employees and vehicles, advanced computing capability, and a sales approach focused
on accommodating customer concerns.

A Company agency sells AutomatiCH® brand products to homeowners only on an installed basis, seeking
the highest level of customer satisfaction and maintaining high ethical standards and integrity
throughout the agency's dealings with any customer or potential customer.
An agency's dedication to the goal that each customer be delighted after the installation of our products
completes the positioning of Company as the obvious best solution for a homeowner in need of home
automation services. Your entry into this Agreement affirms your commitment to helping us realize the
Company mission and our commitment to work jointly with you toward that vital objective.

Thank you and welcome to the team!

1. Your Business. You will establish and operate a business for the marketing and sale of company
products in your primary market area listed in Appendix A. You will maintain the showroom(s)
and the distribution center for Company products listed in Appendix A. The showroom(s) and
distribution center Listed in Appendix A is sometimes referred to in this Agreement as
"premises." Your rights and obligations to sell company products are contained in this
Agreement, the most recent edition of our "Business Operations Library," and any other written
company policies are regularly updated on company's official website. However, access is
provided so long as you remain engaged primarily in the remodeling business substantially as
conducted on the date of this Agreement; the "Company System" and our "Business Operations
Library" will, for purposes of this Agreement, mean only the materials contained in the most
recent editions of the following such manuals, full and complete copies of each of which have
been provided to you prior to the date of this Agreement, as the same may be supplemented
and revised from time to time in our reasonable discretion: Product Installation; Service
Procedures; Specifications & Technical; Parts and Accessories; and Technical Measurement.
Subject to the foregoing, you will adhere to the Company System as we may modify it from time
to time at our reasonable discretion. You will conduct all other aspects of your Company
business consistent with good professional practice and with the same level of commitment,
effort, and quality you employ in the conduct of your primary business.
2. 2. Your Name. In your business of selling Company products you will operate under the trade
name outlined in Appendix A or such other trade name as we authorize in writing. The trade
name will be the property of Company. You may not use “AutomatiCH or Chandrahas
Technologies Pvt Ltd” as part of your legal name. You will not use any other primary or
secondary trade name without our prior written consent, which we may withhold, condition, or
withdraw at our discretion. We will not arbitrarily, capriciously, or in bad faith withhold or delay
our consent to allow you to use any additional or substitute trade name(s) that do not include
“AutomatiCH or Chandrahas Technologies Pvt Ltd” (or any variation of that name) in connection
with your business. We will not claim any ownership rights with respect to any trade name(s)
that you employ that do not contain “AutomatiCH or Chandrahas Technologies Pvt Ltd” (or any
variation of that name).

3. 3. Products. The only smart home automation products which you will display at your
showroom(s) and sell through your sales organization are Company products and any
other products listed in Appendix A. We will make the full company product line
available to you only on payment in full, including any delivery charges. We can,
however, add to, remove from or modify the products in the company product line from
time to time at our discretion; provided, however, that any such additions, removals and
modifications will only apply to you to the extent that they apply to other company
 channel partners generally. Company products may be manufactured by us or others we
designate.
4.