DISTRIBUTION AGREEMENT

THIS DISTRIBUTION’S AGREEMENT (hereinafter called the “Agreement”) is made at

___________________________ this ________ day of _______________, 20___

Between

COCA-COLA BEVERAGES PAKISTAN LIMITED, a public company incorporated in Pakistan

with its registered address at 26 FCC, Syed Maratab Ali Road, Gulberg IV, Lahore, and having its
place of business in ___________________ at
__________________________________________________
(hereinafter called "CCBPL" which expression, where the context permits, shall be deemed to
include its successors and assigns and all persons claiming title through or under or in trust for
it) of the one part

AND

________________________________________________________________________________

• a company incorporated in Pakistan and registered at ________________________,

particulars of whose directors are specified in Schedule A hereto;
OR
• a registered partnership firm the names and particulars of whose partners are specified in
Schedule A hereto;
OR
• holder of CNIC No. _____________________, carrying on business in the name and style
of _________________________________________________

with its principal place of business___________________________________

(hereinafter called "the Distributor" which expression, where the context permits, shall be deemed
to include its permitted representatives) of the other part.

(CCBPL and the Distributor are hereinafter respectively referred to the “Party” and collectively
as the “Parties)

WHEREBY IT IS AGREED as follows:

DEFINITIONS

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1.1 In this Agreement and the Schedules attached hereto, except where the context otherwise
requires, the following words shall have the following meanings:

i. “Assets” means all Equipment, vehicles owned by the CCBPL and handed over to
the Distributor and for their use during the term, ownership of which at all times
vests in CCBPL.

ii. “SOPs Manual” means the manual of Standard Operating Procedures (“SOPs”) as
provided by CCBPL, which may be amended from time to time, at the sole
discretion of CCBPL.

iii. “CCBPL Instructions” mean the SOPs Manual as well as all guidelines,
instructions, circulars, letters, notices, notifications, procedures and documents
containing terms of credit/directions etc. issued by CCBPL and as amended from
time to time.

iv. “Delivery Order” means the delivery note accompanied with the delivery of the
Products which shows the date of delivery, all relevant reference numbers, the
type and quantity of the Products (including the code number of the Products,
where applicable).

v. “Distributor's Depot” means the central depot of the Distributor located at the
place specified in Schedule A hereto to be used exclusively for the storage of
CCBPL’s Products and maintained as per the guidelines issued by CCBPL.

vi. “Distributor’s Facilities” means the Distributor’s Depot, the Distributor’s offices,
other depots and storage and distribution facilities and the vehicles used by the
Distributor for and in connection with the distribution and sale of the Products.

vii. “Equipment” means all post-mix dispensing equipment, deep freezers, visi-
coolers, Product racks or ice boxes, of CCBPL exclusively for the limited purpose
of display, handling, storage, chilling and sale of the Product.

viii. “Stock Cover Days” means the number of days of stock of the Products required
to be maintained by the Distributor, as calculated on the basis of volume target of
the Distributor for the following (30) day period or as per CCBPL calculation, as
notified in writing to the Distributor by CCBPL from time to time.

ix. “Outlets” means all points of sale within the Territory to whom the Products will
be sold or supplied by the Distributor in accordance with this Agreement.

x. “Products” means beverages, juices, bottled water and any other products
produced or marketed by CCBPL, which are more particularly described in
Schedule B hereto and as may be amended pursuant to Clause 2.3 hereof.

xi. “Promotional Materials” means the material used in various forms and medium
for promotional activities of CCBPL’s Products supplied to the Distributor.

xii. “Orders” means the orders submitted by the Distributor to CCBPL for the
purchase of Products in accordance with Clause 4.1.

xiii. “Returnable Products” mean glass bottles, plastic and wooden shells/crates and
pallets, merchandising and Promotional Materials owned by CCBPL.

xiv. “Sales Target” means the volume of Products to be sold by the Distributor as per
the target and timeline assigned by CCBPL from time to time during currency of
this Agreement.

xv. “Territory” means the geographical area described in Schedule C hereto and the
map attached thereto or as may otherwise from time to time be advised to the
Distributor by CCBPL pursuant to Clause 2.4 hereof.

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 xvi. “CCBPL Software” means the computer programme and software, including
Voyage, which is operated by CCBPL through digital equipment and which will
be supplied to the Distributor by CCBPL in order to collect, analyze and evaluate
data in relation to, and to efficiently monitor/reconcile, indirect supply/sales of its
Products at both ends and to track Assets in the market place.

1.2. The singular shall include the plural and vice versa and words denoting persons shall
include bodies corporate and unincorporated association of persons.

2. APPOINTMENT

2.1. Subject to the terms and conditions hereinafter mentioned, CCBPL hereby appoints the
Distributor for the duration of this Agreement as one of its distributors to market,
promote, and/or distribute/sell the Products exclusively to the Outlets in the Territory,
and the Distributor agrees to act in that capacity.

2.2. The Distributor acknowledges that CCBPL has the complete discretion and the sole right
to market, promote and/or distribute/sell the Products within the Territory or to the
Outlets, either directly or indirectly through any other persons that it may appoint as a
distributor of the Products within the Territory for the same purpose, during the Term of
this Agreement. The Distributor shall not be entitled to claim any compensation,
commission, brokerage or other fee or payment whatsoever in connection with or on
account of the appointment of any other distributor in his territory as aforesaid by CCBPL.

2.3. The Distributor acknowledges that CCBPL may, at its own discretion, vary any or all of
the Products and the Territory. CCBPL may give three (3) days written notice to the
Distributor prior to varying any Products or the Territory. The Schedule B and Schedule
C hereto shall be deemed to have been modified accordingly. The Distributor shall not be
entitled to claim any compensation, as a consequence of such variation and CCBPL shall
not in any event be liable for the same.

3. TERM OF THE AGREEMENT

3.1. This Agreement shall be effective, commencing from ______________ and shall, unless
earlier terminated in accordance with the provisions of this Agreement, continue in force
for a period of one (1) year. Thereafter, this Agreement shall be renewed automatically
for successive periods of one year each unless terminated at least 15 days prior to the
expiry of the Agreement.

4. SUPPLY OF THE PRODUCTS

4.1 The Distributor shall from time to time submit Orders for the Products through the CCBPL
Software. Such Orders shall be submitted to CCBPL at least two (02) days before the
requested delivery date. The quantities of the Products ordered by the Distributor shall
not be less than those required by the Distributor to meet its Stock Cover Days obligations
under this Agreement. Further, the Distributor acknowledges and agrees that CCBPL
shall have the right to place suggested Orders based on the Distributor’s Stock Cover Days
obligation or as it may deem fit.

4.2 All Orders shall be subject to acceptance by CCBPL and CCBPL reserves the right in its
sole and absolute discretion to decline wholly or in part any Orders, without incurring
any liability for the same.

4.3 CCBPL shall endeavor to deliver the Products as per the requirement of the Distributor
according to the Orders, however CCBPL shall not be liable, in any way, to the Distributor
for delays that may be caused in the delivery, for any reason whatsoever.

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4.4 All Products to be supplied to the Distributor pursuant to this Agreement shall be
delivered to the Distributor at the Distributor's Depot.

4.5 On receipt of the Products at the Distributor’s Depot, the Distributor or its
representative(s) shall sign, stamp and return the Delivery Order, and the same shall be
taken as conclusive evidence of delivery of the Products to the Distributor.

4.6 Receipt by any person at the Distributor's Depot reasonably considered by CCBPL to
represent the Distributor shall constitute delivery by CCBPL.

4.7 CCBPL will only bear costs relating to the delivery of the Products to the Distributor's
Depot, which includes transportation and loading costs at CCBPL's premises. The
Distributor shall be responsible for the unloading and storage of Products and shall bear
all costs in connection with the same.

4.8 Upon delivery of the Products to the Distributor, the Distributor shall specify any defects,
damages or shortages found in the Products delivered in the Delivery Order which will
be dealt with according to the relevant SOP as per the SOP Manual.

4.9 Any expired Products or Products with packaging or quality issues shall be dealt with as
per the relevant SOP in the SOPs Manual.

4.10 Without prejudice to the rights of CCBPL set out in Clause 4.12, risk and title in the
Products shall pass to the Distributor on delivery of the Products. The Distributor shall be
responsible for all risks inherent in the storage, handling, distribution and sale of the
Products, including those arising from the failure on the part of the Distributor in
observing CCBPL's Instructions with respect to the Products. CCBPL shall not be
responsible or liable for any Products which are damaged or expired after delivery to the
Distributor, or during delivery by the Distributor to the Outlets, or which are damaged or
replaced by the Distributor at the retail stage.

4.11 CCBPL shall not be liable for any claims by the Outlets to whom the Products have been
sold or supplied by the Distributor or by any third party acting as a representative or
agent of the Distributor. The Distributor shall indemnify and hold CCBPL harmless with
respect to any such claims.

4.12 The Distributor acknowledges, agrees and confirms that CCBPL is and shall at all times
be the owner of the Returnable Products and that the Distributor shall have no claim,
right, title or interest against the Returnable Products, and that the Distributor shall be
obligated, at the termination or expiry of the Agreement, to return to CCBPL all of the
Returnable Products in accordance with the relevant SOP as communicated by CCBPL to
the Distributor from time to time.

4.13 In case any of the Returnable Products and Assets are not returned in accordance with
Clause 4.12 above or if they are found damaged upon return, the value of such Returnable
Products and the Assets as well as the loss incurred on account of any damage, shall be
determined by CCBPL in its sole discretion, and shall be adjusted against the security
provided by the Distributor in accordance with Clause 7 of the Agreement. In the event
that the loss incurred exceeds the value of the security, the Distributor shall pay any such
additional amount to CCBPL, at CCBPL’s first demand.

4.14 CCBPL may from time to time notify the Distributor to maintain stock as per Stock Cover
Days defined by CCBPL, which may be based on the market conditions and seasonality,
in writing for the Products for each succeeding calendar month up to the expiry of the
term of this Agreement or any renewal thereof.

5. EQUIPMENT

5.1 The Distributor shall be responsible for all Equipment provided to the Distributor at its
Depot, or to the Outlets in the Territory either directly by the Distributor or by CCBPL

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 itself, and the Distributor shall enter into a separate Equipment Agreement with CCBPL
and the Outlet. In case of the Equipment already present in the Outlets at the time of this
Agreement, the Distributor shall scan and verify all such Equipment and all such scanned
and verified Equipment shall be the responsibility of the Distributor.

5.2 The Distributor agrees and understands that the Distributor or the Outlet shall have no
proprietary or possessory rights in the Equipment and all proprietary and possessory
interests in the Equipment shall at all times continue to vest solely with CCBPL.

5.3 The Distributor represents, warrants and undertakes that it shall comply with the relevant
equipment related SOPs provided in the SOP Manual, and shall ensure that:

5.3.1 the Equipment is not utilized for the purpose of marketing, storage, handling or
sale of any products other than the Products of CCBPL, that have been supplied
directly by CCBPL.

5.3.2 it shall immediately inform CCBPL, in the event the Equipment is lost, stolen,
destroyed or damaged and shall fully assist CCBPL in the recovery of the value of
such Equipment.

5.3.3 Coolers are only removed or relocated from the Outlet where they are placed as
per the system provided by CCBPL, with CCBPL’s prior written consent.

5.4 If any Equipment in the Distributor’s Territory or from the Distributor’s Depot is lost,
stolen, damaged, destroyed or misused for any reason whatsoever, the Distributor shall
pay to CCBPL the value of such Equipment as determined in accordance with the relevant
SOP which shall be intimated to the Distributor.

6. PRICES AND PAYMENTS

6.1. The Distributor agrees to purchase the Products at the prevailing list prices as shall be
fixed by CCBPL, at its sole discretion, from time to time. CCBPL may give to the
Distributor such discounts and rebates, including incentive discounts on the list price for
the Products as may be determined and intimated in writing from time to time by CCBPL,
in its sole and absolute discretion.

6.2. The Distributor shall pay CCBPL for the Products supplied to the Distributor hereunder
in advance, at or before the delivery of the Products to the Distributor. The price for the
Products shall be invoiced in accordance with CCBPL’s policies and shall be paid for by
the Distributor through Online Funds Transfer, or in such other manner as CCBPL may
instruct in writing. Subject to Clause 6.3 the Products will not be delivered to the
Distributor unless payment as afore-said has been made by the Distributor to CCBPL.

6.3. The Distributor may, submit a request for grant of supplier’s credit by CCBPL. Upon
receiving such request, CCBPL may in its sole and absolute discretion grant any supplier’s
credit to the Distributor solely for purposes of the Products supplied to it hereunder.
CCBPL shall, in writing, at the time of grant of such credit, specify the terms, conditions,
period and amount for the provision of such credit, and CCBPL may in its absolute and
sole discretion amend or extend such credit. The Distributor shall provide security against
such credit as detailed in Cause 7.

6.4. The Distributor acknowledges that the above security documents/instruments shall
secure the payment obligation of the Distributor in relation to the credit extended under
Clause 6.3 including any late payment surcharge or other related charges and CCBPL shall
have full and complete authority to utilize the above security documents/instruments for
the purposes of recovering amounts due and payable by the Distributor as determined by
CCBPL.

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6.5. The list price for the Products fixed by CCBPL from time to time shall, unless otherwise
notified by CCBPL, be a price inclusive of the cost of delivering the Products to the
Distributor’s Depot, sales tax and excise duty payable in respect of the Products.

6.6. CCBPL may, at any time and from time to time and without notice:

i. change the list price of all or any of the Products and/or the manner in which and
the times at which the said price for the Products is payable by the Distributor to
CCBPL; and

ii. change the terms and conditions on which or the rate at which any discount or
rebate is granted or withdraw any such discount or rebate; and

iii. change any or all schemes and policies adopted by CCBPL in regard to
reimbursement of costs, or the payment of bonuses or other incentives; and

iv. change the terms and conditions on which any credit is extended to the
Distributor.

6.7. In the event that the Distributor fails to make payment of any amount due to CCBPL by
the due date, as specified on the invoice issued to the Distributor, CCBPL may, suspend
delivery of Products to the Distributor and at the cost and expense of the Distributor,
directly or through any other distributors or third party, effect deliveries of the Products
to the Outlets in the Territory. If the delay in payment exceeds three (3) days, then the
Distributor shall be obligated to pay and shall pay to CCBPL a late payment surcharge on
the amount of such delayed payment at the then prevailing rate of surcharge notified from
time to time by CCBPL, which rate shall not be less than the bank rate.

7. SECURITY

7.1. The Distributor shall provide to CCBPL security for the due and proper performance of
its obligations hereunder (including, without limitation, the return of the Returnable
Products and Assets) as CCBPL may from time to time require and, in such amount or
amounts as CCBPL may from time to time specify.

7.2. The security required to be provided by the Distributor pursuant to Clause 7.1 above shall
be in one or more of the forms of (i) an irrevocable and unconditional demand bank
guarantee in favor of CCBPL, of a scheduled bank acceptable to CCBPL, (ii) a cash deposit
as guarantee in such amount as communicated by CCBPL, (iii) an undated cheque and/or
(iv) any other form of security as prescribed and approved by CCBPL in writing. Each
security document/instrument shall be for such amount and period and in such form as
may be determined by CCBPL in its absolute discretion.

7.3. The Distributor acknowledges that notwithstanding any other clause of this Agreement,
the documents/instruments provided as security under Clause 7.2 shall secure the
performance of all the obligations of the Distributor under this Agreement, including the
credit extended to the Distributor under Clause 6.3 and CCBPL shall have full and
complete authority to realize the security upon CCBPL’s determination that the
Distributor has failed or defaulted in the performance of any of its obligations under this
Agreement.

7.4. The Distributor shall bear and pay all costs charges and expenses payable in connection
with any security pursuant to this Clause 7, including without limitations, stamp duty
and guarantee commissions and other bank charges.

8. OBLIGATIONS OF THE DISTRIBUTOR

8.1. The Distributor agrees and undertakes that it shall throughout the term of this Agreement:

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i. perform its obligations herein in a timely, efficient and proper manner and at all
times carry on its business in accordance with the applicable business model and
standards of CCBPL;

ii. solely at its own expense procure all necessary government or semi-government
approvals, licences, permits and registrations and ensure that these various
approvals, licences, permits and registrations remain effective during the
continuance of this Agreement;

iii. comply with all applicable laws, rules and regulations;

iv. ensure compliance with the CCBPL Instructions and all SOPs in SOP Manual as
communicated from time to time by CCBPL. The CCBPL Instructions and SOP
Manual, or any changes therein, shall be deemed to be legally binding as an
integral part of this Agreement.

v. permit any person duly authorized by CCBPL with or without notice to inspect
the Distributor’s business premises, including without limitation the Distributor’s
Facilities, and the Products and the Promotional Materials held by the Distributors
and to take samples of thereof;

vi. maintain in one or more suitable Distributor’s Depots properly rotated stocks of
the Products (on a first-expire-first-out basis) under proper storage and security
conditions and in sufficient quantity so as to maintain stock as per Stock Cover
Days provided by CCBPL; These Distributor’s Depots shall be used exclusively for
storage of CCBPL’s Products.

vii. keep and maintain the Distributor’s Facilities in good repair and operating
condition and shall at its own cost and expense extend or expand any part of the
Distributor’s Facilities to meet any increase in demand, to improve the efficiency
of distribution, to extend the distribution of the Products, or to meet any increase
in the Stock Cover Days requirements. Further, the Distributor shall at all times
comply with CCBPL’s Instructions and requirements in connection with such
extension or expansion. However, it is clarified that the Distributor shall have no
claim on any grounds whatsoever against CCBPL in respect of any additions,
improvements, or expansions made by the Distributor to the Distributor’s
Facilities;

viii. be solely responsible to ensure that the Outlets maintain the Assets and the
advertising and promotional materials of the CCBPL supplied to the Outlets in
good condition of use and appearance and use the Assets solely for the Products.

ix. be solely responsible for any staff hired by the Distributor for the performance of
its duties and obligations under this Agreement. The Distributor shall adhere to
all of its legal obligations in respect of its staff, including but not limited to
Employees’ Old Age Benefit Institution Fund, Social Security contributions and
any other obligations applicable under labour or employment legislation;

x. ensure that all persons engaged in the handling, distribution or sale of the
Products have the requisite qualifications and skills and shall at all times be neat
and clean in their personal appearance and clothing to CCBPL’s satisfaction;

xi. deal as quickly as possible with any complaints received from any customer or
other person relating to any of the Products, in accordance and compliance with
procedures prescribed and communicated by CCBPL from time to time, and shall
bring to CCBPL’s notice any complaints not satisfactorily settled;

xii. inform CCBPL as expeditiously as possible of any counterfeiting or infringement

of the trademarks used in relation to the Products which are brought to the notice

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 of the Distributor, and the Distributor shall take appropriate steps in this
connection, if so requested, by CCBPL;

xiii. place in public and other places in the Territory and with Outlets, such advertising
and merchandising materials supplied by CCBPL in accordance with CCBPL’s
instructions and the Distributor shall carry out, and shall assist CCBPL in the
supervision of, promotional activities initiated by CCBPL from time to time;

xiv. ensure that all sales are carried out under the terms of this Agreement and in
accordance with CCBPL’s Instructions. The Distributor shall make every effort to
ensure that the Products are sold to the eventual consumer at a price no greater
than the recommended retail price for such Products.

xv. The Distributor shall pass on all discounts, rebates, promotions to the
Outlets/retailers as instructed by CCBPL and shall comply with the relevant SOP
with respect to passing on CCBPL Software generated invoices to the
Outlets/retailers;

xvi. keep CCBPL informed at all times regarding issues in respect of the supply, sale,
marketing, quality control, storage and expiry of the Products and shall at all times
comply with the CCBPL Instructions in this behalf.

xvii. effect insurances suitable and sufficient in CCBPL’s opinion to provide cover
against all risks in respect of the Distributor’s Facilities, stocks of the Products as
well as the Assets and Returnable Products in its possession or control and all cash
in the custody of the Distributor at its premises, and to provide cover against the
risk of legal liability to any person arising out of anything done pursuant to this
Agreement; which insurances shall note CCBPL’s interest on the policy and shall
contain a provision that such insurances cannot be cancelled or terminated
without CCBPL’s express consent; failure to insure shall entitle CCBPL to effect
such insurance at the entire cost and expense of the Distributor, if so required by
CCBPL by notice in writing;

xviii. maintain complete, proper, up-to-date and accurate accounting and business
records relating to the promotion, marketing, distributing and selling of the
Products by the Distributor and shall make all such records accounts available to
CCBPL and its authorized representatives at any time upon CCBPL’s request, and
shall permit CCBPL to take such copies thereof as it may require;

xix. provide to CCBPL such information regarding the sale and distribution of the
Products and competitive products in the Territory as CCBPL may request;

xx. promptly pay to CCBPL all payments due in accordance with the terms and
conditions of this Agreement;

xxi. ensure an adequate supply of Products to Outlets throughout the Territory and
further ensure that the Outlets are serviced as per call frequency provided by
CCBPL;

xxii. ensure that the Products are properly displayed in the Equipment at the Outlets
in accordance with guidelines advised by CCBPL from time to time;

xxiii. ensure that it has such number and type of vehicles as required by CCBPL for the
purposes of this Agreement, and that all vehicles are properly maintained and
used only for the performance of the Distributor’s obligations hereunder;

xxiv. shall follow CCBPL’s Instructions and directions regarding the fixing or removal
of any logos on such vehicles as may be used by the Distributor for the
performance of its obligations under this Agreement; and

xxv. during the Term of this Agreement, indicate in all correspondence and other
dealings relating directly or indirectly to the marketing, promotion and

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 distribution/sale of the Products, that the Distributor is acting as the Company’s
“distributor”;

xxvi. shall respond to all balance confirmation letters sent by CCBPL and in case of any
dispute in the amounts in the such letters, shall settle them within one month of
receipt of the same; and

xxvii. shall sign the final clearance for the year shared by CCBPL at the end of each year
confirming that all its recoverable amounts have been settled and there is no
pending claim against CCBPL

8.2. The Distributor agrees and undertakes that it shall not at any time during the term of his
Agreement:

i. supply Products to Outlets whose facilities fall short of CCBPL’s communicated

standards and shall inform CCBPL of such Outlets. CCBPL may also, upon
receiving information from other sources, inform the Distributor about such
Outlets and the Distributor shall be required to take action in accordance with the
instructions of CCBPL;

ii. purchase any Product except in accordance with the terms of this Agreement;

iii. purchase Products from any third party, open market or any other distributor of
CCBPL;

iv. sell or allow the sale of any Product save in the same bottles and packaging in
which such Product was delivered to the Distributor by CCBPL;

v. sell or deliver any Products which are for any reason whatsoever unsuitable for
sale and shall ensure that the Outlets do not sell or deliver any Products which are
for any reason whatsoever unsuitable for sale;

vi. make any representation, statement or warranty of any nature concerning the
Products or their supply except as authorized by CCBPL in writing;

vii. appoint any sub-distributor except with the prior written consent of CCBPL. The
Distributor shall sell the Products in the same condition as they are received by
the Distributor and shall not in any way tamper with the contents or packaging of
the Products.

8.3 The Distributor hereby agrees and undertakes to completely indemnify CCBPL and its
affiliates including their respective directors, officers, servants and agents from and
against any and all claims made, by any person whomsoever arising from or out of any
act or omission of the Distributor (or its directors, partners, officers, employees, servants
or agents) including but not limited to in relation to the sale, distribution and supply of
the Products and other services provided by the Distributor pursuant to this Agreement.

8.4. The Distributor shall not perform or be involved in any act which may be detrimental to
the repute of CCBPL.

8.5. The Distributor shall not, during the term of this Agreement and for a period of six (6)
months after its termination act as an agent, representative, franchisee or distributor for,
or otherwise be directly or indirectly concerned with the marketing, promotion and/or
distribution/sale of, any products that are of a similar description to or compete with the
Products.

8.6. The Distributor shall not, except with written permission of CCBPL, market, promote
and/or distribute/sell the Products to any person or entity outside the Territory or to any

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 person who in the knowledge of the Distributor may resell or redistribute the Products
outside the Territory.

8.7 The Distributor shall not at any time during the Term of this Agreement intentionally
suspend or restrict the sale and distribution of Products in its Territory for any reason
whatsoever, regardless of any dispute between the parties. In case of suspension of
performance of its obligations under this Agreement CCBPL shall have the right to charge
the Distributor the value of loss of sales suffered by CCBPL due to such suspension.

8.8. The Distributor shall be solely responsible and liable for all costs, charges and expenses
incurred by it in the distribution of the Products and the performance of its obligations
under this Agreement.

8.9. The Distributor shall ensure that all Returnable Products and Assets supplied by CCBPL
to the Distributor or to the Outlets/retailers are properly utilized and maintained and are
used exclusively for the Products and that the standards prescribed therefore by CCBPL
from time to time are strictly adhered to.

8.10. If and when required by CCBPL in writing the Distributor shall at its own cost and
expense arrange to acquire, install at the Distributor’s Facility and maintain and operate
all such computer hardware and equipment as may be required for the installation and
operation of the CCBPL Software in accordance with CCBPL’s directions and instructions.

8.11. The Distributor agrees and acknowledges that it shall have custody of the CCBPL
Software for so long as CCBPL shall in its absolute discretion deem fit with a bare license
to use the CCBPL Software for and in connection with the sale and distribution of the
Products within the Territory. The Distributor shall not have any interest whatsoever in
CCBPL Software. The Distributor hereby acknowledges that CCBPL is the authorized
owner of CCBPL Software, including without limitation, any/or all related equipment in
possession of the Distributor, howsoever acquired. The Distributor agrees and undertakes
to strictly comply in all respects with the following conditions, namely:

i. The Distributor shall ensure that all hardware associated with or required for the
CCBPL Software is in proper working order at all times and is in accordance with
specifications given by CCBPL. All repairs to and the maintenance of such
hardware shall be carried out in accordance with the instructions and directions
of CCBPL at the cost of the Distributor

ii. The Distributor shall engage suitably qualified and experienced persons to install
maintain and operate the CCBPL Software in compliance with the standards
prescribed by CCBPL.

iii. The CCBPL Software shall be implemented, installed, maintained and operated
upon terms and conditions provided by CCBPL and CCBPL shall have the right
to charge the Distributor the cost of such implementation and maintenance of the
CCBPL Software. CCBPL will notify the Distributor regarding such charges by
giving one (1) week written notice to the Distributor and Distributor agrees to
comply with the same unconditionally.

iv. The Distributor shall not part with the custody of, sell, lease, assign or encumber
in any manner whatsoever the CCBPL Software, the CCBPL Software or any part
thereof including the rights conferred by this Agreement.

v. The Distributor shall all times allow the agents and representatives of CCBPL full
access to the CCBPL Software.

9. TERMINATION

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9.1. CCBPL may terminate this Agreement with immediate effect by giving written notice to
the Distributor upon the occurrence of any of the following events:

i. if the Distributor is no longer in the possession of the governmental licences,

approvals or permits necessary to perform its obligations hereunder;

ii. if there is a change in the ownership, management or control of the Distributor as

it existed at the time of entering into this Agreement;

iii. if the Distributor becomes bankrupt, insolvent or goes into liquidation (whether
compulsory or voluntary);

iv. the Distributor assigns or attempts to assign the entire Agreement or any of its
obligations under this Agreement to any third party.

v. if the Distributor defaults in making payments under this Agreement and does not
remedy this default within fifteen (15) days of having received notice to this effect;

vi. if the Distributor defaults in whole or in part in the performance of any of its
material obligations pursuant to this Agreement or neglects to perform its duties
as per CCBPL Instructions within a three (3) days of having received notice to this
effect;

vii. if the Distributor is found by CCBPL to have engaged in misrepresentation, fraud,

breach of trust or financial misappropriation during the performance of this
Agreement;

viii. any lawful authority orders CCBPL to terminate this Agreement; or

ix. the distributor ceases, or threatens to cease, to carry on business.

9.2. Distributor shall have the right to terminate this Agreement by giving three (3) months’
prior notice in writing to CCBPL during which notice period Distributor shall continue all
its obligations under this Agreement, particularly the distribution of Products in its
Territory.

9.3. CCBPL may terminate this Agreement without assigning any reason by giving fifteen days’
(15) notice to the Distributor.

9.4. Termination of this Agreement as aforesaid shall be without prejudice to the rights of either
party which have accrued prior to the date of termination. The Distributor shall forthwith
upon termination handover to CCBPL all equipment and Assets. The Distributor shall also
reconcile and make available all other Returnable Products/Assets of CCBPL placed in the
market and/or in Distributor’s possession at the time of termination. CCBPL shall upon
termination have the right to enforce the securities given under this Agreement.

9.5. The provisions of Clause 11 (Confidentiality) shall continue to apply and bind the
Distributor for five (5) years after the termination of this Agreement.

9.6. The Distributor hereby expressly agrees that termination of this Agreement howsoever
caused shall in no event entitle the Distributor to make any claim for damages or other
compensation in consequence of such termination.

9.7. Upon termination of this Agreement the Distributor shall immediately cease to represent
itself as a distributor of CCBPL, remove any kind of signs/indications linked to CCBPL
from the Distributor’s Facilities and deliver all information required by CCBPL including
all promotional and other materials provided to the Distributor by CCBPL. CCBPL may
also at its option purchase the whole or a part of the Distributor’s Facilities at a reasonable
market price.

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 10. DISPUTE RESOLUTION

10.1. Any disputes or differences or questions arising between the Parties in connection with
this Agreement including any question regarding its construction, existence, validity or
termination, that cannot be amicably settled, shall be submitted to final and binding
arbitration upon demand by a Party through notice in writing to the other Party. The
arbitration shall be governed by the Arbitration Act, 1940 of Pakistan. The seat and venue
of arbitration shall be Lahore, Pakistan and the language of the arbitration shall be
English.

11. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

11.1. For the purpose of implementing this Agreement, the Distributor will be exposed to
confidential proprietary information belonging to CCBPL’s business. In particular, the
Distributor will be exposed, directly or indirectly, to non-public information and data, in
connection with the Products, including but not limited to economic information,
marketing and business strategies, technical information etc. on or after the Effective Date.
(the “Confidential Information”). The Distributor undertakes not to disclose, either
directly or indirectly, the Confidential Information and to limit the use of the Confidential
Information to performance of its obligations under the Agreement. If for the purpose of
implementing this Agreement the Distributor discloses the Confidential Information to its
employees it shall bind such employees to keep this information strictly confidential.

11.2. All trade names, trademarks, patents, copyright, emblems, designs, devices and other
intellectual property used by CCBPL in connection with the Products (hereinafter
collectively referred to as the "Rights") are the absolute and exclusive property of CCBPL
and/or its principal. Nothing contained herein shall constitute or imply a licence of such
Rights. The Distributor agrees that it will not do or permit anything to be done by its
employees, agents, sub-contractors or customers which in any way infringes the Rights
and that it will only use or permit the use of the Rights in accordance with the instructions
of CCBPL.

11.3. The Distributor shall immediately bring to the attention of CCBPL any improper or
wrongful use of any such Rights which may come to the Distributor's notice and shall in
the execution of the Distributor's duties use every effort to safeguard the Rights and
interests of CCBPL and assist CCBPL as may be requested, in taking all steps to defend
such Rights.

12. MISCELLANEOUS
12.1. Entire Agreement

This Agreement, including all its Schedules, as amended from time to time, embodies the
entire understanding of the Parties. This Agreement supersedes and cancels all prior
agreements, understandings and undertakings relating to the subject matter.

12.2. Assignment

This Agreement may not be assigned by the Distributor. The Distributor may not licence,
charge or otherwise purport to grant rights over, transfer the benefits of or sub-contract
any of its rights or obligations under this Agreement.

12.3. Independent Contractor

Nothing in this Agreement shall constitute or be deemed to constitute a partnership

between the parties hereto or constitute or be deemed to constitute the Distributor as agent
of CCBPL or its principals for any purpose whatsoever and the Distributor shall have no
authority or power to bind, make any representations or warranties, incur any liability, or

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 enter into a contract on behalf of CCBPL or its principals, or create a liability against
CCBPL or its principals in anyway or for any purpose.

12.4. Waiver

No failure or delay on the part of CCBPL in enforcing provision of this Agreement or in

exercising any right given to it hereunder shall constitute or operate as a waiver thereof.
Waiver by CCBPL of any particular default by the Distributor shall not affect or prejudice
the right of CCBPL with respect to any subsequent default of the same or of a different
nature. The receipt of CCBPL for any payment of an invoiced amount with the knowledge
of the breach by the Distributor of any term, condition, covenant or provision of this
Agreement shall not be deemed to be a waiver of such breach by CCBPL unless such
waiver be in writing and signed by CCBPL.

12.5. Force Majeure

“Force Majeure” means any circumstances beyond the reasonable control of either Party,
including any act of God, strikes, civil disturbances, terrorist activities or other causes.
Any change in market conditions or financial distress shall not be regarded as a Force
Majeure event. If either party is affected by a Force Majeure event, it shall as soon as
reasonably practicable notify the other party of the nature and extent thereof. Neither
party shall be deemed to be in breach of this Agreement, by reason of any delay in
performance, or non-performance if due to any Force Majeure, and obligations of both
parties shall be suspended during such period. Provided, however, that a Force Majeure
will not in any way excuse either party from its obligation to make payments due under
this Agreement.

12.6. Severability

If any section or portion of this Agreement is determined to be unenforceable or invalid,

for any reason whatsoever, shall to the extent of such unenforceability or invalidity be
deemed severable and shall not affect any other provision of the Agreement.

12.7. Amendments

This Agreement may not be modified or amended, except by an agreement in writing

signed by the Parties.

12.8. Authority to sign

The Distributor warrants that the individual signing this Agreement on behalf of the
Distributor has the full valid and lawful authority to sign and execute this Agreement and
any other documents in relation to this Agreement and such execution is binding upon
the Distributor.

13. NOTICES

13.1. All notices, consents, requests, agreements or other documents (hereinafter collectively
referred to as "Notices") authorized, issued, or made pursuant to this Agreement by the
Distributor to CCBPL shall be made in writing and shall either be personally served at the
address herein specified or sent by registered mail or courier (supported by a confirmation
copy) to address herein specified.

13.2. Unless specified otherwise in this Agreement, any Notices delivered to the Distributor
through e-mail, at the Distributor’s email address specified in Schedule A hereto, shall
constitute valid and effectual service on the Distributor.

LIST OF SCHEDULES ATTACHED

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Schedule A - Particulars of Directors, Address of Distributor’s Depot

Schedule B - Products

Schedule C - Territory

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IN WITNESS WHEREOF the parties hereto have duly executed these presents the day and year
first above written.

SIGNED AND DELIVERED by: SIGNED AND DELIVERED by:

COCA-COLA BEVERAGES PAKISTAN LIMITED THE DISTRIBUTOR

Signature: ___________________________ Signature: ___________________________

Name: ___________________________ Name: ___________________________

CNIC #: ___________________________ CNIC #: ___________________________

In the presence of In the presence of

WITNESS # 1: WITNESS # 1:

Signature: ___________________________ Signature: ____________________________

Name: ___________________________ Name: ___________________________

CNIC No. ___________________________ CNIC No. ___________________________

WITNESS # 2: WITNESS # 2:

Signature: ___________________________ Signature: ___________________________

Name: ___________________________ Name: ___________________________

CNIC No. ___________________________ CNIC No. ___________________________

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 SCHEDULE A

I. Particulars of Distributor and its Directors/Partners

Name: ________________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________________
Telephone Numbers: ___________________________________________________________
Facsimile Numbers: ____________________________________________________________
Telex Numbers: _______________________________________________________________
___
Limited Company Partnership Sole Proprietary Concern
Registration Number: ______________________
Directors/Partners:

Name Address CNIC #

II. Address of Distributor’s Depot

Address:
____________________________________________________________________________
____________________________________________________________________________
Telephone Numbers: _________________________________________________________
Facsimile Numbers: __________________________________________________________
Telex Numbers: ______________________________________________________________

III. Email address of the Distributor for correspondence:

____________________________

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 SCHEDULE B

I. Products

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 SCHEDULE C

Territory

As at the date of the Agreement the Territory shall comprise of the following geographical area
as delineated in the attached map, namely:

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CONFIDENTIAL