ADRIPA MARKETING INDIA PVT. LTD.

CIN – U46101WB2023PTC260967
GSTIN – 19AAYCA4926E1Z8
E-Mail: adripa.marketing@gmail.com
Contact No: +91 8250 599 810/ 8670 804 882

Introduction and Background:

This Agreement ("Agreement") is entered into between Adripa Marketing India Pvt. Ltd. ("Company"), a West Bengal based
company, and the Master Franchise Partner, whose name is specified as __________________________________________
("Master Franchise Partner"). This Agreement establishes a contractual partnership between the Company and the Master
Franchise Partner, with the Master Franchise Partner serving as an agent on a commission basis.

Scope of the Agreement:

The Company engages the Master Franchise Partner to act as its representative in promoting and securing business opportunities
in the Consumer Electronics Division of Adripa Marketing India Private Limited. The Master Franchise Partner agrees to operate
exclusively as an agent of the Company within the specified scope outlined herein.

Roles and Responsibilities:

The Master Franchise Partner is responsible for actively promoting the Company's products/services, identifying potential clients,
and facilitating the successful acquisition of business. The Company will provide necessary support, resources, and information to
enable the Master Franchise Partner to carry out their duties effectively.

Compensation and Payment Terms:

The Master Franchise Partner will receive compensation based on a commission structure outlined below. Payments will be
processed monthly, subject to the conditions specified in this Agreement.

Payment Structure:

The compensation structure is as follows:

The Master Franchise Partner is entitled to 4% of the overall gross billing value for the first billing transaction during the month.

Subsequent to the first billing, the Master Franchise Partner will receive 2% of the overall gross primary billing value for the
remaining transactions within the same month.

Payment Conditions:

All payments are based on the gross billing value.

Payments are contingent on the Company receiving the payment in advance.

In cases where there are outstanding dues, the Master Franchise Partner will receive payment only for the actual amount received
by the Company.

The remaining commission amount will be credited to the Master Franchise Partner once the Company receives the entire payment
from the party.

Validity:

This commission structure is valid for the duration of the Agreement period.

Performance Metrics:

Both parties agree to evaluate the Master Franchise Partner's performance based on mutually defined key performance indicators
(KPIs) and targets. These metrics will be used to assess the effectiveness of the partnership and may influence commission rates.

Intellectual Property Rights:

Any intellectual property developed or utilized during the course of this partnership shall remain the property of the Company. The
Company grants the Master Franchise Partner a limited, non-exclusive license to use relevant intellectual property solely for the
purpose of executing their duties under this Agreement.

Confidentiality and Non-Disclosure:

Both parties acknowledge the sensitive nature of certain information exchanged during the partnership. The Master Franchise
Partner agrees to maintain the confidentiality of such information and not disclose it to third parties without the Company's explicit
consent.
ADRIPA MARKETING INDIA PRIVATE LIMITED
CIN U46101WB2023PTC260967
Reg. Office: Jemo Rajbati, Kandi, Murshidabad – 742137
Regional Office: Eastern Bypass Road, Ashighar, Siliguri, Darjeeling - 734003
 ADRIPA MARKETING INDIA PVT. LTD.
CIN – U46101WB2023PTC260967
GSTIN – 19AAYCA4926E1Z8
E-Mail: adripa.marketing@gmail.com
Contact No: +91 8250 599 810/ 8670 804 882

Termination Clause:

Mutual Agreement:
Either party may terminate this Agreement by mutual written consent. The termination shall be effective upon the date specified in
the termination notice.

Breach of Agreement:
In the event of a material breach of any provision of this Agreement by either party, the non-breaching party may terminate this
Agreement by providing written notice to the breaching party. The breaching party shall have a [specified number of days] to remedy
the breach. If the breach is not remedied within the stipulated period, the Agreement may be terminated.

Insolvency or Bankruptcy:
Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy,
or undergoes any similar financial restructuring.

Force Majeure:
If either party is unable to perform its obligations under this Agreement due to a force majeure event (e.g., acts of nature, war,
terrorism, strikes, etc.), the affected party shall promptly notify the other party. If the force majeure event continues for a period
exceeding [specified number of days], either party may terminate this Agreement.

Convenience Termination:
Either party may terminate this Agreement without cause upon providing written notice to the other party. The termination shall be
effective after a [specified notice period] from the date of the notice.

Effects of Termination:

Upon termination of this Agreement:

All rights and obligations of both parties shall cease, except as otherwise expressly provided in this Agreement. Any outstanding
payments or commissions owed to the Master Franchise Partner will be settled according to the terms of the Agreement.

Survival of Certain Clauses:

The termination of this Agreement shall not affect the survival of any provision that is expressly or by implication intended to survive
termination, including but not limited to confidentiality obligations and intellectual property rights.

Notice of Termination:
Any notice of termination under this Agreement shall be in writing and sent to the last known address of the other party.

Dispute Resolution:

Mediation:
If mediation is chosen, the parties shall engage in good faith efforts to resolve the dispute through a mutually agreed-upon mediator.
If mediation is unsuccessful, the dispute may proceed to arbitration or litigation.

Arbitration:
If arbitration is chosen, the dispute shall be referred to arbitration in accordance with the rules of [chosen arbitration organization],
and the decision of the arbitrator(s) shall be binding and final.
The arbitration shall take place in Kolkata, West Bengal, India.

Litigation:
If litigation is chosen, the parties consent to the exclusive jurisdiction and venue of the High Court of Calcutta for the resolution of
any disputes.
Any legal action or proceeding related to this Agreement shall be initiated in the High Court of Calcutta.

Costs:
The costs associated with the chosen dispute resolution method, including mediator or arbitrator fees and legal expenses, shall be
borne by the parties as determined by the mediator, arbitrator, or court.

Governing Law:
The governing law for the resolution of disputes shall be the laws of West Bengal, India.

Enforcement:
Any judgment or award rendered in connection with the dispute resolution process may be entered and enforced in any court having
jurisdiction.

Term and Renewal:

ADRIPA MARKETING INDIA PRIVATE LIMITED

CIN U46101WB2023PTC260967
Reg. Office: Jemo Rajbati, Kandi, Murshidabad – 742137
Regional Office: Eastern Bypass Road, Ashighar, Siliguri, Darjeeling - 734003
 ADRIPA MARKETING INDIA PVT. LTD.
CIN – U46101WB2023PTC260967
GSTIN – 19AAYCA4926E1Z8
E-Mail: adripa.marketing@gmail.com
Contact No: +91 8250 599 810/ 8670 804 882

This Agreement is effective as of ____/_____/202___ and will continue for an initial term of 11 Months. Upon mutual agreement, the
parties may renew the Agreement under terms to be negotiated.

Governing Law:
This Agreement will be governed by and construed in accordance with the laws of Kolkata Jurisdiction. Any legal actions or
proceedings arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of Calcutta.

Miscellaneous Provisions:

Amendments:
This Agreement may only be amended in writing and signed by both parties.

Entire Agreement:
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and
agreements, whether oral or written.

Waiver:
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right
to enforce it at a later time.

Severability:
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force
and effect.

Assignment:
This Agreement may not be assigned by either party without the written consent of the other party, except in the case of a merger,
acquisition, or sale of all or substantially all of the assets of the assigning party.

Notices:
Any notices or communications required or permitted by this Agreement shall be in writing and shall be deemed given when
delivered personally, by courier, or by certified or registered mail, postage prepaid, return receipt requested, to the addresses
specified in this Agreement or to such other address as either party may designate by notice to the other party.

No Agency Relationship:
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the
parties.

Counterparts:
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

Headings:
The headings used in this Agreement are for convenience only and shall not affect the interpretation of the provisions hereof.

For,
For,
ADRIPA MARKETING INDIA PRIVATE LIMITED
Master Franchise Partner/ Partner’s

______________________________________
(Seal & Signature of Authorized Signatory)
________________________________________
(Signatures)

Witnesses

1. Name:
ID Number:

Signature:

2. Name:
ID Number:

Signature:
ADRIPA MARKETING INDIA PRIVATE LIMITED
CIN U46101WB2023PTC260967
Reg. Office: Jemo Rajbati, Kandi, Murshidabad – 742137
Regional Office: Eastern Bypass Road, Ashighar, Siliguri, Darjeeling - 734003