Flipkart Wholesale Supply Agreement (Inventory)

WHOLESALE SUPPLY AGREEMENT

This Wholesale Supply Agreement (“Agreement”) is effective from the last date of signature (“Effective
Date”)

BETWEEN

Flipkart India Private Limited, a company incorporated under the laws of India, having its registered
office at Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer Ring Road, Devarabeesanahalli
Village, Bengaluru – 560103, Karnataka, India (hereinafter referred to as “Flipkart”) which expression
shall, unless repugnant to the context or meaning thereof include and be deemed to include its nominees,
successors and assigns, of One Part;

AND

Radhamani Textiles Private Limited, a company incorporated under the laws of India and having its
registered office at GR Floor,27, VTMS Arcade, Yallankunte, Bengaluru, Karnataka, India, 560068
(hereinafter referred to as “Supplier”) which expression shall, unless repugnant to the context or meaning
thereof include and be deemed to include its nominees, successors and permitted assigns of the Other Part.

Both Flipkart and Supplier shall hereinafter be collectively referred to as “Parties” and individually as a
“Party”.

WHEREAS:

A. Flipkart is engaged in the business of wholesale cash and carry trading along with business support
services.

B. The Supplier is engaged in the business of men's footwear. Further details of Supplier are mentioned
in Annexure A of the Agreement.

C. Flipkart has agreed to procure certain Products from the Supplier and the Supplier has agreed to
supply the Products as per the terms and conditions set forth under this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby agree
as follows:

1. DEFINITIONS

(a) “Agreement” shall mean this Agreement along with its Annexures, Schedules and accepted Purchase
Orders and shall include any subsequent written modifications and amendments thereto mutually
agreed to in writing and signed by the Parties.

(b) “Authorised Representative” shall mean the person authorised to represent each Party for the
purposes of this Agreement as provided for in clause 19 below.

(c) “Confidential Information” shall mean any and every information shared either orally or in writing
including any proprietary information of a Party, including but not limited to the terms of this
Agreement, commercial, technical and artistic information relating to such Party’s establishment,
business, operation, maintenance, marketing and promoting of its own services and products,
Products, programming techniques, experimental work, customers, clients, vendors, developments,
inventions, technology, etc. Confidential Information will include all information (whether available
in written, oral or machine-readable form) relating to the business or affairs of the Party, including
(without limitation) information relating to existing or future systems, software, hardware, products
and services, and those in development, and accompanying marketing plans, details of employees
and business strategies, etc. Confidential Information shall also include information which is shared
by a third party on behalf of a Party.

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(d) “Intellectual Property” includes ideas, concepts, creations, discoveries, domain names, inventions,
improvements, know how, trade or business secrets; patents, copyright (including all copyright in
any designs and any moral rights), trademarks, service marks, designs, utility models, tools, devices,
models, methods, procedures, processes, systems, algorithms, works of authorship, electronic codes,
proprietary techniques and other confidential and proprietary information; in either printed or
machine-readable form, whether or not copyrightable or patentable, or any written or verbal
instructions or comments. It includes (i) all rights, title and interest under any statute or under
common law including in any Intellectual Property or any similar rights, anywhere in the world,
whether negotiable or not and whether registerable or not, (ii) any licenses, permissions and grants
in any of the foregoing; (iii) applications for any of the foregoing and the right to apply for them in
any part of the world, and (iv) all extensions and renewals thereto.

(e) “Price” or “Prices” shall mean the price(s) of the Products as detailed in the Purchase Order.

(f) “Products” shall mean all the goods as prescribed in Annexure B to this Agreement.

(g) “Purchase Order” shall mean the purchase order issued by Flipkart to the Supplier for supply of
Products as per terms of this Agreement.

(h) “Territory” shall mean and include Republic of India.

2. PURPOSE

(a) This Agreement sets forth the general terms and conditions of purchase by Flipkart and supply by
the Supplier of the Products. Specific general terms and conditions of purchase and supply of the
Supplier nor other conditions, standards, documents not explicitly agreed to or mentioned under
this Agreement in writing shall not apply to or override the terms and conditions of supply of the
Products under this Agreement. This Agreement and terms and conditions contained hereunder
(along with the Purchase Order terms and conditions) shall alone govern the business
understanding between the Parties.

(b) It is being clarified that if Flipkart signs any of the Supplier’s letters, emails and or any stationary
containing terms and conditions which are in addition to and or contrary to this Agreement and or
the Purchase Order, it shall only be for the purpose of confirmation of receipt of such
correspondence/letter/email and shall not under any circumstances whatsoever mean the
acceptance of the new terms and conditions contained thereunder. Such content shall always
remain void ab initio.

(c) In the event of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of the Purchase Order and or any other agreement/document separately
agreed in writing, the terms and conditions of this Agreement will prevail at all times.

3. ORDERING, PLANNING AND DELIVERY SCHEDULE

(a) Flipkart shall, wherever possible, place the Purchase Order (which will include quantity, quality and
any other description of the Products ordered) for the supply of the Products and the Supplier shall
acknowledge receipt of the same. The Supplier shall either reject the Purchase Order or request
Flipkart for a modification to such Purchase Order within 2(two) business days of receipt of such
Purchase Order from Flipkart. The Purchase Order shall be deemed to be accepted by the Supplier
in the event no communication to the contrary is received by Flipkart as indicated above.

(b) The Supplier shall inspect or otherwise verify and certify, in a form acceptable to Flipkart, that all the
Products comply with the requirements of this Agreement and the Purchase Order prior to delivery
of the Products to Flipkart.

(c) The Supplier shall deliver the Products in accordance with the specifications, timelines and Price
mentioned on the Purchase Order.

(d) Flipkart shall reserve the right to verify and determine whether the Products supplied by the

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Supplier are in accordance with the specifications mentioned in the Purchase Order. In the event
Flipkart determines that the Products received are (i) in a damaged condition, (ii) not in accordance
with the Agreement and/or the Purchase Order, and/or (iii) defective or deficient, it shall notify the
same to the Supplier in writing.

(e) The Supplier shall, at its own cost and expense, be responsible for picking up the rejected Products
along with the physical copy of debit note from the warehouse as may be specified by Flipkart within
180 days from the date of communication of rejection of Products. If the Supplier fails to pick up the
rejected Products, Flipkart may at its sole discretion (i) return the rejected Products to the Supplier
and the logistics cost along with the cost for any additional period for which Flipkart stores the
rejected Products, shall be borne by the Supplier for which Flipkart shall raise an invoice and the
same may be set off against any payments due from Flipkart to the Supplier; or (ii) liquidate the
rejected Products and raise an invoice for the difference amount which may be set off against any
payments due from Flipkart to the Supplier.

(f) Flipkart shall reserve the right to cancel or modify any Purchase Order or in part thereof as specified
under Annexure B, without any compensation to the Supplier.

(g) Unless otherwise agreed by Flipkart in writing, deliveries to the place of destination until their
formal acceptance by Flipkart shall be made at the risk and costs of the Supplier, including all
expenses of packaging, storage and transportation of Products, i.e. deliveries shall be free ramp, duty
and tax paid. Further, Supplier shall provide for sufficient shipment insurance at its costs until due
delivery. To the extent not otherwise agreed in writing, the Products shall be delivered at the
unloading ramp of Flipkart. Flipkart shall have no obligation to pay for or return packing cases, skids,
drums or other articles used for packing the Products whether or not re-usable. If the Products are
to be delivered in installments the Purchase Order shall be treated as a single contract & not
severable.

(h) The title to the Products shall pass to Flipkart at the time of delivery without prejudice to any right
of rejection which Flipkart may have under this Agreement.

4. OBLIGATIONS OF FLIPKART

(a) Flipkart shall endeavor to provide the Supplier with relevant information as sought by the Supplier
in order to supply Products from time to time.

(b) Flipkart shall make payments to the Supplier in a timely and reasonable manner as stipulated under
this Agreement.

5. OBLIGATIONS OF SUPPLIER

(a) During the Term, Supplier shall accept and perform its obligations under the Purchase Orders issued
from time to time by Flipkart, with respect to the Products in accordance with this Agreement.

(b) The Products supplied should carry its warranty and/or services on the Products, as applicable and
such warranty period shall commence from the date of sale of the Product by any third-party reseller
to their end customer. However, Flipkart will, retain the right to return Products which have been
returned by the end customers of third-party resellers (“End Customer(s)”), or by third-party
distributor and/or reseller itself (“Product Return/s”) for reasons of: (i) manufacturing defects or
a variation in quality or other specifications represented by the Supplier; or (ii) Product Returns
which are equal to or exceed 3% of the monthly sales. Further the Supplier shall bear the cost
towards the Product Returns, and transportation logistics (forward and reverse), and such other
related or incidental cost incurred by Flipkart, by third-party resellers and/ or distributors for selling
the Products, either by way of reimbursement or by raising a credit note, as may be agreed to by
Flipkart.

(c) In the event that any third-party resellers and/ or distributors refuse to purchase the Products due
to them receiving high number of returns from their end customers, the Supplier shall buy back the
remaining quantity of the Products at the same rate at which it was sold to Flipkart. All costs

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including logistics (forward and reverse), handling and any other related or incidental cost shall be
borne by the Supplier.

(d) The Supplier shall be responsible and accountable for the Products and the delivery of the same as
specified under this Agreement/ Purchase Order.

(e) The Supplier expressly allows Flipkart and/or third-party resellers and/or distributors to use the
Supplier’s trademark, Product name, description and images associated with the Product for the
purpose of redistribution of such Products through all channels of redistribution. If the Product is
owned by a third party then the Supplier agrees and undertakes to procure the usage rights of such
Products for Flipkart and/ or third-party resellers and/or distributors.

(f) The Supplier hereby gives rights to Flipkart to apply secondary packaging on the Products on its own
or through any third-party resellers and/or distributors to make the Products suitable for shipping
and transportation purpose.

(g) The Supplier shall extend applicable stock and price protection for the Products procured hereunder
as per terms of Annexure C attached hereto.

(h) The Supplier shall be solely responsible for the delivery of the Products provided to Flipkart and
Flipkart shall not in any manner be held liable or responsible for the defects in the Products, if any.
Further, where necessary, the Supplier shall be solely responsible for procuring the relevant
approvals, permits, and other compliances necessary to enable Flipkart to use the Products supplied
by the Supplier under this Agreement (including but not limited to Packing / Re-packing / PCRO
requirements, Legal Metrology, BIS and IMEI compliance) for resale as envisaged under this
Agreement. Supplier shall also ensure compliance at all times with all the necessary standards
relating to ethical and social compliance, quality & testing standards and weights and measures, as
is necessary and mandatory in the Territory. The Supplier shall at all times adhere to the Supplier’s
representations, covenants and warranties as contained in this Agreement.

(i) Supplier must adhere to the provisions of the Anti-Bribery and Anti-Corruption policy as provided
under Annexure E to this Agreement.

(j) Parties will fully comply with all applicable laws and regulations including but not limited to anti-
money laundering (including know your customer and customer due-diligence) and sanctions
(economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of
Treasury’s Office of Foreign Assets Control (OFAC). Neither party will engage in a transaction
pursuant to this agreement that will cause the other party to violate such laws and regulations.

(k) The Supplier shall get itself audited by such third-party as nominated by Flipkart to ensure its
compliance with Flipkart standards relating to ethical and social compliance; food safety for food
suppliers and any other compliance standards as set by Flipkart from time to time. The Supplier must
manufacture, process, store and deliver the Products from the premises that has been audited and
approved by Flipkart. All costs in relation to the audits shall be solely borne by the Supplier. In case
the Supplier is found non-compliant as per the results of the audit findings, then the same shall
amount to breach of this Agreement.

(l) Stock Correction – Supplier agrees to provide 30% stock correction support on all remaining/
unsold Products supplied to Flipkart in terms of this Agreement, within 180 days of inwarding
Products into Flipkart’s warehouse.

6. PRICE, MARGINS AND DISCOUNTS

(a) The margin/price terms for the Products shall be as prescribed in Annexure B (Part IV Margin
Terms) of this Agreement. Any changes in the margin/price terms in Annexure B (Part IV Margin
Terms) may be mutually agreed to between the Parties by way of written communications between
the Authorised Representatives by official e-mail or by an amendment to this Agreement. It is hereby
clarified that the Authorised Representatives are only authorized to modify the margin/price terms
by way of e-mail and all other changes to the terms of this Agreement shall be by way of a duly

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executed amendment. Any such e-mail whereby the Parties have agreed to change in the margin
terms shall be read as and be a part of this Agreement.

(b) Modification of the delivery dates resulting from changes to the production or any other reason
attributable to Supplier or to Flipkart’s needs shall not entitle the Supplier to a price increase.

(c) Price of the Products shall not be revised upwards except in the events detailed in the Purchase
Order/ Agreement or with the prior written consent of Flipkart.

(d) Prices mentioned in the Purchase Orders shall be inclusive of all taxes (including Goods and Service
Tax (“GST”)), fees, duties, excises and/or charges imposed in India (central and state jurisdiction)
and shall include all charges or costs associated with suitable preparation for shipment and crating.
Any additional levy of taxes, in present or future including but not limited to withholding taxes, shall
be borne by the Supplier.

(e) It has been further agreed that the value of the Products for the purpose of levy of GST would be
determined in accordance with the provisions of the Goods and Services Tax Act, 2017 (“GST Act”).

(f) Supplier hereby acknowledges and agrees that if any of Flipkart’s affiliate(s) wishes to purchase
Products from the Supplier, they will be eligible to purchase the same by signing separate agreement
adopting this Agreement and all terms and conditions contained herein. For the avoidance of doubt,
under no circumstances will Flipkart or any of its affiliates, be jointly liable under the Agreement for
any act or omission by any of its affiliates and or group companies who adopt this Agreement. Such
breaching party shall alone be liable for any consequences which accrue due to such violation.

7. INVOICING AND PAYMENTS

(a) Flipkart will pay invoices within 45 days from the date of creation of IRN (Invoice Receipt Note –
generated at the time the invoice is received and acknowledged by Flipkart) and receipt of the same
by the Supplier, except for those portions of any invoice that Flipkart disputes in good faith and in
writing.

(b) Notwithstanding anything to the contrary contained in this Agreement, the following GST clauses
shall be applicable:

(i) All amounts due under this Agreement exclude any applicable indirect taxes including but not
limited to central GST, state GST, integrated GST, Union Territory GST, etc. shall be charged to
Flipkart and Flipkart shall be required to pay such amounts. Such taxes shall be based on place
of supply in consonance with the provisions of the GST Act.

(ii) The invoice shall be duly raised by the Supplier before or at the time of removal of goods for
supply to Flipkart, in terms of the provisions of GST Act and the said invoice shall be provided
to Flipkart immediately upon delivery of Products. In case of any breach in the aforesaid
timelines and resulting in a loss of input tax credit to Flipkart, such losses shall be duly
indemnified by the Supplier.

(iii) The invoice should contain the mandatory fields that are required to be incorporated in an
invoice issued under the GST Act such as GSTIN, HSN, value of supply, taxes thereon, place of
supply, and other particulars as may be required.

(iv) The valid tax invoices shall be uploaded on the portal authorized by the GST Act by filing GSTR-
1 (or) any other returns prescribed under the GST Act. Given the same, in the event of loss of
credit on account of any negligence on the part of the Supplier in adhering to the mandatory
requirements, Flipkart reserves the right to withhold the entire payment of such tax invoice.

(v) The Supplier shall provide discount on the prices either at the time of supply or after the supply
is made. Wherever, the discount is provided at the time of supply, the quantum of discount
would be shown on face of the invoice. In respect of the post-supply discount to provide
improved margin, as per scheme document wherein the eligibility criteria for availing the

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discount and quantum of discount are more fully elaborated and such scheme document shall
be treated as part and parcel of this Agreement.

(vi) In respect of the post-supply discount to augment the sales Supplier shall extend the discounts
from time to time as per the scheme document which is part and parcel of this Agreement.

(vii) If the purchase price for the purchase changes subsequent to the purchase of the Products as
per the above scheme document, then if the Supplier has supplied the Products at a price and
the Parties agree to reduce the price, the Supplier shall issue a credit note linking such credit
note to the original supply invoice to pass on the reduction to Flipkart.

(viii) In-case of any liquidated damages / penalty to be levied by Flipkart under any circumstances
and for any non- adherence of agreed, laid down norms, such liquidated damages / penalty
amount will be excluding GST and GST will be levied additionally on the liquidated damages /
penalty amount.

(c) In the event there is any contradiction between the terms and conditions of this Agreement and the
terms and conditions stated on the invoice, the terms and conditions stated in this Agreement shall
prevail, unless otherwise agreed mutually by the Parties.

(d) Flipkart may withhold income taxes as applicable on the invoice on the amounts payable to Supplier
if required by law, except to the extent Supplier has submitted a certificate of exemption/reduced
withholding. Flipkart shall remit the withholding taxes to the tax authorities and enable Supplier to
claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated in
statute.

(e) All the payments with regard to the invoice issued shall be made in a mode and manner as stipulated
under Annexure B.

(f) Parties agree that they shall endeavour to settle any dispute relating to the invoice within a period
of 30 calendar days from the date of receipt of the aforesaid notice of dispute. If Parties fail to settle
the disputed amount within the aforesaid period, the disputed amount shall be settled between the
Parties in accordance with the dispute resolution procedure provided in this Agreement. It is hereby
agreed by the Supplier that pending the settlement of any dispute, Supplier shall continue to honour
the Purchase Orders placed by Flipkart and accepted by the Supplier.

(g) Further, it is hereby agreed by the Supplier that in case there is any error in the invoice raised by the
Supplier to Flipkart, the same shall be rectified immediately upon same being notified to Supplier.
The decision of Flipkart in this regard shall be final. In the event Supplier fails to rectify the same,
Flipkart shall be entitled to set off the same from the future payment to be made by Flipkart to
Supplier.

(h) As a full consideration for delivery of the Products, Flipkart shall pay the Supplier lower of the
following:

(i) the margin terms as prescribed in Annexure B (Part IV Margin Terms) of this Agreement;
(ii) the amount specified in the applicable Purchase Order; or
(iii) price quoted by the Supplier on the invoice on the date of delivery of the Products.

(i) In case the consideration paid is less than the invoice value, then the Supplier needs to issue a credit
note as per the GST Act to the extent of the differential amount.

(j) In no event shall the Supplier make a claim to Flipkart with regards to any price difference, price
debits or claims of any errors of omission once the Products have been supplied to Flipkart. The
Supplier will not claim any amounts on account of price difference under any circumstances. This
clause will override all such clauses in this Agreement with respect to price of the Products supplied.

(k) For the purpose of this Agreement, it is hereby agreed that invoices would be issued by the Supplier
in accordance with the provisions of the GST Act and the rules made thereunder read with the

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provisions of the Information Technology Act, 2000, containing all the particulars as required by the
said laws. In case the Supplier chooses to do away with manual signature or digital signature on the
invoice, in such case every such invoice issued by the Supplier to read a declaration stating such fact.

(l) As a material term of this Agreement, Supplier agrees that the payment arrangement established
under this Agreement represents Flipkart’s entire payment obligation under this Agreement.

8. PACKING

(a) The Supplier acknowledges and agrees that packing of the Products is an integral part of this
Agreement and the same shall be subject to all standards of law applicable to the Products . from
time to time. In addition, the Supplier agrees to observe the instructions/orders/guidance
determined by Flipkart with respect to packing of the Products.

(b) Flipkart reserves the right to change the specified packaging method during this Agreement or any
Purchase Order. However, Flipkart shall notify the Supplier in 7 days’ advance if any need arises for
changing the packaging method.

(c) The Supplier shall ensure that packaging shall be sufficient to protect the Products from outside
elements, so as to have no or minimal adverse effect on the quality. The Supplier shall properly pack,
identify and transport the Products in accordance with the requirements of involved carriers, in a
manner to secure maximum safety.

(d) The Supplier shall at all times comply with all the applicable laws, including but not limited to Legal
Metrology Act, 2009, Wild Life Protection Act 1972 and/or Drugs and Cosmetics Act, 1940 and the
rules made thereunder, while packing the Products under this Agreement. It is hereby clarified that
Supplier shall indemnify Flipkart with respect to any losses, damages, penalty, fines or other
impositions caused due to non- compliance of the Supplier of this clause 8(d).

9. DELIVERY

(a) The Supplier agrees and acknowledges that time is the essence of this Agreement. Without prejudice
to Supplier’s continuing obligation hereunder to perform its obligations defined in this Agreement,
in particular to deliver the Products, in due time in accordance with the delivery dates as stated in
the relevant Purchase Orders, the Supplier shall notify Flipkart immediately in writing of any
circumstance that it expects will cause a delay in delivery of any Product(s). Supplier shall further
provide the following information in writing to Flipkart:

(i) the estimated period of each delay and the reasons thereof;

(ii) the actions that will be taken by Supplier to avoid or overcome such delay; and

(iii) the date by which Supplier expects to complete performance or make delivery of the Products.

(b) Any delay in delivery of the Products, other than in case of delay due to occurrence of a Force Majeure
event, shall constitute a breach of this Agreement. In such event, Flipkart shall have the right to
terminate this Agreement.

10. POST DELIVERY SERVICES

(a) On sale of the Product to the End Customer, Flipkart shall inform the Supplier of such sale. On the
intimation being received by the Supplier from Flipkart, the Supplier shall immediately perform all
the services, at its sole cost, with respect to installation and performing demonstration of the
Products to such End Customer at the location specified by them. Flipkart upon being intimated by
third-party resellers of any additional service request from an End Customer, shall inform the
Supplier regarding the same and Supplier shall forthwith perform the requisite services, at its own
or such End Customer’s cost, in the manner agreed to between the Parties, depending upon the
nature of the service requested for and the warranty coverage of the same.

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(b) Flipkart, third-party resellers and/or distributors shall not be responsible for any liabilities that may
arise as a consequence of the post-sale service provided by the Supplier to the End Customers.
Supplier hereby agrees to indemnify Flipkart, its affiliates, directors, employees, agents and
representatives against any direct damage suffered by Flipkart as a consequence of any third-party
claims on Flipkart with respect to the post-sale service provided by the Supplier, third-party resellers
and/or distributors.

(c) In the event Flipkart and/or third-party resellers and/ or distributors, are desirous of providing the
post-sale service, the Supplier hereby agrees to grant Flipkart and/or such third-party resellers and/
or distributors, the express permission to carry out the post-sale service of the Products solely with
respect to installation and performing demonstration of the Products on completion of the sale of
the Products to the End Customers.

(d) The Supplier agrees to provide relevant training to the personnel of Flipkart and/or of third-party
resellers and/ or distributors in order to enable such parties to perform the post-sale services as
specified under this clause without any additional charge .

(e) For the avoidance of doubt, Supplier agrees that the warranty of the Product shall continue to be
effective without any conditions as originally provided with the Products. The Supplier shall be solely
responsible for providing warranty services to End Customers.

(f) The Supplier hereby agrees that Flipkart and/or third-party resellers and/ or distributors may
charge fee, as appropriate, from the End Customers in consideration for rendering post-sale services
under this clause.

11. INTELLECTUAL PROPERTY RIGHTS

(a) Nothing contained herein shall be deemed to grant to the Party either directly or by implication,
estoppels, or otherwise, any license to any Intellectual Property of the other Party.

(b) In order that either Party may protect its trademarks, service marks, trade names, trade secrets,
corporate slogans, corporate logos, product designations (collectively the “Marks”) and its goodwill,
both Parties agree that they shall have no right to use the others Marks in any mode or manner
without the prior written consent of the other.

(c) Except for the rights expressly granted to the Supplier under this Agreement, Flipkart will retain all
rights, title and interest in its Intellectual Property.

12. CONFIDENTIALITY

(a) The Parties understand and acknowledge that, whether in the course of performance of this
Agreement or otherwise, it will receive or become aware of Confidential Information of the other
Party.

(b) The Parties agree that it shall use the Confidential Information of the disclosing Party only as follows:

(i) to use such Confidential Information only in relation to the Agreement;

(ii) not to disclose the Confidential Information in whole or in part to any other person without
the disclosing Party’s prior written consent, except to the receiving Party’s employees, agents
and sub-contractors involved in the performance of this Agreement on a confidential and need
to know basis and provided that employees, agents and sub-contractors are bound by written
agreements of confidentiality which are at least as stringent as the provisions of this
Agreement; and

(iii) safeguard the Confidential Information to the same extent that it safeguards its own
confidential materials or data.

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(c) The Parties hereby agree that Confidential Information shall not include any of the following
information that: (i) is independently developed by the receiving Party without reference to any
Confidential Information of the disclosing Party; (ii) is subsequently learned from a third-party
without a duty of confidentiality; (iii) is as of the time of its disclosure part of the public domain;
(iv) at the time of disclosure was already in the possession of the receiving Party; and (v) is required
to be disclosed pursuant to a court order or government authority, whereupon the receiving Party
shall, at its earliest opportunity, provide written notice to the disclosing Party prior to such
disclosure and where feasible giving the disclosing Party a reasonable opportunity to secure a
protective order or take other action as appropriate.

(d) The receiving Party shall immediately upon becoming aware of any unauthorized disclosure, give
notice to the other Party of such unauthorized disclosure, misuse, theft or other loss of Confidential
Information, whether inadvertently or otherwise.

(e) The Parties’ obligations under this clause 12 shall extend to the non-publicizing of any dispute
arising out of this Agreement.

(f) Supplier shall ensure that it has similar agreement containing terms and conditions consistent with
the terms and conditions provided under this clause in place with its agents, contractors,
subcontractors and any third-party accessing Confidential Information pursuant to this Agreement.
Supplier shall ensure that such third parties adhere and comply with confidentiality obligations
similar to the ones provided under this Agreement. Supplier shall jointly and severally be liable for
any breach of confidentiality obligations by such parties.

(g) The terms of this clause 12 shall continue in full force during the Term of this Agreement and
continue further for a period of 3 years post termination and/or expiry of this Agreement, whichever
is earlier.

13. INDEMNITY

(a) The Supplier shall indemnify and hold Flipkart, its promoters, officers, directors, employees,
affiliates, agents, sub-contractors and other representatives harmless from any losses, damages,
levies, taxes, claims, demands, liabilities, suits, proceedings, penalties, interests, costs or expenses of
any kind (including, attorneys’ fees and expenses) that are brought directly against Flipkart by any
third-party, on account of (i) breach by the Supplier of any of the terms and conditions, or
representations, warranties and covenants contained in this Agreement; (ii) fraud, gross negligence
or willful misconduct by the Supplier, (iii) breach of confidentiality obligations; and/or (iv) violation
of applicable law, statute, ordinance, or regulation (v) intellectual property rights of any third party
being violated by the Supplier. Without prejudice to the other rights of Flipkart under this
Agreement, Flipkart will be entitled to deduct from any compensation or other dues payable to the
Supplier, the amount payable by Flipkart as a consequence of any claims, demands, cost, charges and
expenses and the like.

(b) The Supplier hereby agrees and undertakes that if third-parties incur a loss or injury due to faulty
Products supplied by the Supplier, then the Supplier shall take responsibility towards such third-
parties and that any compensation, damages or other claims that may be charged to Flipkart for such
reason shall be covered by the Supplier or that corresponding amounts shall be deducted from the
Supplier’s account, including amounts becoming due at any time thereafter, without the need to
obtaining Supplier’s consent or any court order or judgement. In case such Products have been
returned to Flipkart from the End Customers, the Supplier undertakes to accept such returned
Products. The right of Flipkart to return Products to the Supplier shall not be subject to the Products
being originally packaged.

14. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED IN THIS

AGREEMENT, NEITHER PARTY SHALL, IN ANY EVENT, REGARDLESS OF THE FORM OF CLAIM, BE

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LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL

DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, BUSINESS INTERRUPTION, AND
LOSS OF INCOME OR PROFITS, IRRESPECTIVE OF WHETHER IT HAD AN ADVANCE NOTICE OF THE
POSSIBILITY OF ANY SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, SAVE AND EXCEPT FOR FLIPKART'S PAYMENT OBLIGATIONS TO THE
SUPPLIER UNDER CLAUSE 7 (INVOICING AND PAYMENTS) OF THIS AGREEMENT, FLIPKART’S
TOTAL LIABILITY TO THE SUPPLIER UNDER THIS AGREEMENT SHALL NOT EXCEED INR. 5,000/-.

15. TERM AND TERMINATION

(a) This Agreement shall come into force from the Effective Date and shall continue to be in force for a
period of 3 years (“Term”) unless terminated earlier by either of the Parties in accordance with this
Agreement .

(b) Either Party may terminate this Agreement upon written notice to the other in the event that: (i) the
other Party commits a material breach of the Agreement and fails to cure such default to the non-
defaulting Party’s reasonable satisfaction within 30 days after receipt of notice of such default; or
(ii) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or
assets for the benefit of creditors, permits the appointment of a receiver for its business or assets,
becomes subject to any legal proceeding relating to insolvency or the protection of creditor’ rights
or otherwise ceases to conduct business in the normal course.

(c) Flipkart may terminate this Agreement without cause and without any kind of compensation
whatsoever, at any time by providing the Supplier written notice of 30 days.

16. RIGHTS AND OBLIGATIONS UPON TERMINATION

(a) In the event of termination of this Agreement by either Party, the Confidential Information and the
Intellectual Property furnished by the disclosing Party under the terms and conditions of this
Agreement shall be forthwith returned to or destroyed by the receiving Party and a certificate of
destruction signed by receiving Party shall be submitted to the disclosing Party within 14 days from
the termination of the Agreement.

(b) Any provision of the Agreement that contemplates performance or observance subsequent to
termination or expiration of the Agreement will survive termination or expiration of the Agreement
and continue in full force and effect, including the following:

(i) Confidentiality;
(ii) Warranties;
(iii) Indemnification;
(iv) Limitation of Liability;
(v) Arbitration; and
(vi) Miscellaneous.

(c) Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the
provisions contained hereinabove, shall not limit or otherwise affect any other remedy (including a
claim for damages) which Flipkart may have arising out of the event which gave rise to the right of
termination.

(d) The termination of this Agreement shall not affect the respective rights and liabilities of the Parties
hereto accrued prior to such termination.

17. WARRANTIES

(a) Each Party represents and warrants that:

(i) It has all requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement and has been fully authorized by all requisite corporate
actions to do so;

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(ii) It is not in violation of any contract, law, regulation, order or decree or that it is hindered or
obstructed in any manner by any contract, law, regulation, order or decree in effectively
performing its obligations under the terms and conditions of this Agreement;

(iii) This Agreement is a valid and binding obligation, enforceable against it in accordance with its
terms;

(iv) It will perform its obligations under this Agreement in compliance with all applicable laws,
necessary for the performance of its obligations hereunder; and

(v) It will provide such cooperation as reasonably necessary in order to give full effect to the
provisions of this Agreement.

(b) The Supplier further represents and covenants as follows:

(i) it has an absolute right to sell the Products through offline and online modes of distribution
channels.

(ii) The Products supplied to Flipkart shall be in a merchantable condition and such Products shall
conform to the quality standards prescribed by applicable law, if any.

(iii) The usage of the Products supplied by the Supplier will not result in any bodily injury,
sickness, disease or death; and/or any injury or destruction to tangible or intangible property
(including computer programs and data).

(iv) That the Supplier shall not interfere with Flipkart’s quiet enjoyment of the use of the Products
so long as Flipkart is complying with all of the terms of this Agreement.

(v) Any information provided by the Supplier together with Products concerning quality, purpose,
user’s guide and operating instructions, descriptions, accompanying certificates or any other
papers for the Products are correct, not misleading and complete in all material respects and
Flipkart shall have the unconditional right to use user’s guide, operating instructions,
descriptions and other papers / images for the purpose of redistribution.

(vi) The Supplier hereby represents and warrants to Flipkart that, to the best of its knowledge, it
shall furnish information that is accurate with respect to the Products supplied by Supplier.

(vii) The Supplier hereby provides Flipkart with the applicable Product warranty.

(viii) The Supplier hereby grants the rights for redistribution through channels of distribution for
the Products supplied by Supplier under this Agreement or in pursuance of any Purchase
Order issued by Flipkart in pursuance of this Agreement.

(ix) All the Products supplied by Supplier are merchantable, 100% genuine and have no defect/s
of any kind.

(x) The Supplier hereby further represents and warrants that during the course of performing
this Agreement it will fully comply with all laws and regulations applicable to the Agreement,
including but not limited to anti-money laundering (including know your customer and
customer due diligence), and economic sanctions laws and regulations. Neither Party will
engage in a transaction pursuant to this Agreement that will cause the other Party to violate
such anti-money laundering or economic sanctions laws and regulations.

(xi) Supplier warrants that it has read and understands and will comply with the requirements set
forth in the standards located at
https://drive.google.com/drive/folders/1kjgorBPrPBipyMbGSzewLWlC3DnZ7lap
(“Standards”) , and as may be amended from time to time by Flipkart.

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(xii) By acceptance of a Purchase Order, Supplier represents, warrants and covenants that: (a)
Supplier is in compliance with and will continue to comply with Flipkart's Standards; (b)
Supplier and the Products are in compliance with and shall continue to comply with all laws
applicable to the manufacture, sourcing, distribution and sale of the Products.

18. FORCE MAJEURE

Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent
caused by the occurrence of a Force Majeure. For purposes of this Agreement, “Force Majeure” shall
mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control
of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars,
hurricane, sabotage terrorism, vandalism, pandemic, epidemic, lockdown, accident, restraint of
government, governmental acts, injunctions, labor strikes and other like events that are beyond the
reasonable anticipation and control of the Party affected thereby.

19. AUTHORISED REPRESENTATIVES

(a) Any change in the margin/ price terms as set out under Annexure B (Part IV - Margin Terms) shall
be carried out in accordance with clause 6(a) by the following Authorised Representatives.

For Flipkart:
Name: Ashish kothari
Designation: Senior Director
Mail ID: ashish.kothari@flipkart.com

For the Supplier:

Name: Pulkit Verma
Designation: Business Head Digital
Mail ID: pulkit@rarerabbit.in

(b) Any change in the Authorised Representative of a Party must be intimated to and confirmed by the
opposite Party. It is hereby clarified that every such intimation shall be sent by the authorized
signatory of the intimating Party in the format set out under Annexure D either from his official
email id or in writing.

20. ARBITRATION

(a) If any dispute arises between the Parties hereto, during the subsistence or after the Term of the
Agreement, in connection with this Agreement, the Parties hereto shall endeavour to settle such
disputes amicably.

(b) In the event of any dispute or difference arising at any time between the Parties hereto as to the
construction, meaning or effect of this Agreement or any clause or thing contained herein or the
rights, duties, liabilities and obligations of the Parties hereto in relation to the premises the same
shall be referred to a single arbitrator, in case the Parties can agree upon one (1), within a period of
thirty days upon being called by a party to do so and failing such agreement to three (3) arbitrators
one (1) each to be appointed by Flipkart and the Supplier and the third to be appointed by the two
arbitrators so appointed. All such arbitration proceedings shall be held in Bangalore in accordance
with the Arbitration and Conciliation Act, 1996 as amended from time to time.

(c) Nothing aforesaid will preclude either Party from obtaining any urgent relief including injunctive or
prohibitory orders from a court of law.

21. MISCELLANEOUS

(a) Governing Law

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This Agreement shall be interpreted and construed in accordance with the laws of India. Courts at
Bangalore, Karnataka shall have exclusive jurisdiction over any/all claims arising out of this
Agreement.

(b) Entire Agreement

This Agreement shall constitute the entire Agreement between the Parties hereto relating to the
subject matter thereof, and there are no oral statements, representations, warranties, undertakings
or agreements between the Parties except as provided herein. This Agreement may not be amended
or modified in any respect except by written instrument signed by the Parties hereto.

(c) Waiver

The failure of any Party to enforce any term or provision hereof shall not be construed to be waiver
of such term or provision and shall in no way affect the right of such Party thereafter to enforce such
term or provision or any term or provision hereof.

(d) Amendments

No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid
or binding unless made in writing and duly executed by the Parties.

(e) Principal-to-Principal Agreement

This Agreement has been entered into on a principal-to-principal basis and nothing contained in this
Agreement shall be deemed to constitute a joint venture, partnership, or agency relationship
between Flipkart and the Supplier. The Parties hereto shall not represent as an agent of the other
under any circumstances and at any place and at any point of time and shall fulfil their obligations
strictly in terms of this Agreement as between two independent principals in commercial
transactions and none of the terms and conditions of this Agreement or their context shall be read
or meant to be otherwise.

(f) Assignment

Neither Party shall in any manner whatsoever transfer or otherwise assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the other Party. However it
is hereby clarified and agreed between the Parties to the Agreement that Flipkart may assign this
Agreement to any of its subsidiary, group, affiliate or holding companies without any prior consent
of Supplier.

(g) Notices

All notices, requests for written approval and other communication provided for in this Agreement
shall be submitted in writing and transmitted by registered post, prepaid registered airmail, courier
service or facsimile transmission at the address of the Parties as given under the Agreement. Either
Party may, inform the other Party in case of any address change.

(h) Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid,
unenforceable or illegal, such provision shall be enforced to the maximum extent possible and the
remaining provisions shall remain in full force and effect.

(i) Insurance

Supplier shall obtain and maintain throughout the Term, at its expense, following policies with an
IRDAI (Insurance Regulatory and Development Authority of India) approved insurer.

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i. Fire and Burglary insurance

ii. Comprehensive general liability insurance
iii. Transit Insurance
iv. Fidelity insurance
v. Workman compensation insurance

Supplier should extend the coverage for above mentioned policies till 6 months after termination of
this Agreement. The Supplier shall also provide certificates of insurance on Flipkart’s request.

(j) This Agreement shall be executed in two counterparts, each of which shall be deemed as original
but all of this together shall constitute one and the same instrument.

This Agreement is signed in two copies, of which the Parties have taken one each.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective
representatives thereunto duly authorized as of the date first written.

For Flipkart India Private Limited For Supplier

Authorised Signatory Authorised Signatory

Name: Ashish Kothari Name: Pulkit Verma
Designation: Senior Director Designation: Business Head Digital

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ANNEXURE A

1. Name of the Supplier: Radhamani Textiles Private Limited

2. Registered Office Address/ Principal Place of Business Address: GR Floor,27, VTMS Arcade,
Yallankunte, Bengaluru, Karnataka, India, 560068

3. Billing Address: GR Floor,27, VTMS Arcade, Yallankunte, Bengaluru, Karnataka, India, 560068

4. PAN Card No: AADCR8915M

5. Bank Name and Address: HDFC BANK, No-37/953, 24th Main, JP Nagar 2nd Phase Bengaluru
560078

6. Bank Account No.:50200036525712

7. GST No:29AADCR8915M1ZP

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ANNEXURE B

I. Fulfillment and Delivery Terms

1. Flipkart will raise Purchase Orders (“POs") on the Supplier under the following terms:

a) Suppliers will fulfill a PO at a minimum fill rate of 85% of the POs.

b) Delivery SLA for POs is 15 days. This shall be mentioned clearly on the PO (as the ‘require
by date’).
c) Delivery plan to be shared by the Supplier 3 days in advance from the delivery date.

2. Order fulfillment should be in a timely manner and as per PO terms & conditions (like: Items,
Price, Quantity, Timeline, Payments). For any change in price, quantity or delivery date, Supplier
is required to ask for a new PO.

a) In the event of delivery with any quantity of items in excess to the PO ordered quantity
(in one or multiple invoices), that complete consignment maybe rejected by Flipkart
immediately at the time of delivery.

b) In the event of delivery with any short quantity with respect to the invoice, the whole
consignment may be rejected by Flipkart immediately at the time of delivery.

3. In the event of a price difference between the invoice and PO for any item, Flipkart may choose
to apply the price as detailed in clause 7(h) of this Agreement and make payments or provisions
accordingly.

4. All deliveries must be made to the designated Flipkart warehouse on or before the ‘required by
date’ mentioned on the PO.

a) PO validity to start on the PO date and expire at 4 PM on the ‘required by date’. This
information will be present on the PO.
b) Delivery at Flipkart warehouses to be done before 4 PM.
c) Any delivery at the Flipkart warehouse after the PO validity period may or may not be
accepted, at Flipkart’s sole discretion.

5. Flipkart shall reserve the right to make any changes to the specifications of the Products and/or
cancel any PO within 5 (Five) days from the issuance of the PO. Thereafter, prior to making any
changes, Flipkart shall seek prior written permission from the Supplier.

6. Product

Category of Products
1.Men’s footwear

II. Delivery Terms

Applicable only when Supplier is not delivering Products @ Flipkart warehouses

1. Supplier must ensure that the Products along with the invoice(s) are ready before Flipkart
inbound logistics executive arrives for the scheduled pickup.

2. Processing at Flipkart warehouse will start the following day.

3 The inbound logistics team shall complete the pick-up of the Products from the Supplier’s
facility before PO expiration.

III. Invoicing and Payment terms

1. All invoices shall confirm to the tax laws and shall be as per the format provided by Flipkart

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(e.g. PO number on invoice, etc.). Flipkart shall share the specifics from time to time and these
will be mutually agreed upon with the Supplier. If the invoices are not compliant, delivered
Products will not be accepted by Flipkart.

2. An invoice shall mention only one PO number. If an invoice mentions multiple PO numbers,
the entire consignment may be rejected.

3. Flipkart’s liability to pay will start after an IRN is created (Invoice Receipt Note – generated at
the time the invoice is received and acknowledged by Flipkart) and received by the Supplier.

4. Supplier to bill Flipkart in INR currency.

5. All the payments under this Agreement will be made in favor of:
Radhamani Textiles Private Limited
6. Flipkart shall make payment to the Supplier through electronic funds transfer (EFT).

7. Supplier shall share ledgers on a periodic basis and any balance confirmation should be signed
off. Mandatory minimum information requirement in ledger is provided under SCHEDULE A
attached hereto.

IV. Margin terms

Business to enter margin terms agreed at the time of Agreement finalization below:

Category of Products Margin (%) Agreed

Men’s Footwear 50% N.O.T
(All product categories under the Agreement to be a part of this table with margin details)

1 For the following cases, Supplier shall provide credit note to Flipkart adhering to:
i) The timelines as per respective brand(s) policy; or
ii) Agreement with Flipkart 15 days, whichever is earlier.

FSN:
Credit Note Section
Purchase based period discounts based
(Yes / No)
on invoices
Discount in terms of % value
Discount in terms of absolute amount
Purchase based period discounts agreed
(Yes / No)
off invoices
Discount in terms of % value
Discount in terms of absolute amount
Sales Volume based discounts (Yes / No)
Discount in terms of % value
Discount in terms of absolute amount
Cash discount (Yes / No)
Discount in terms of % value
Discount in terms of absolute amount
Price Protection (Yes / No)
Discount in terms of absolute amount
Sharing information / trends on
(Yes / No)
consumer buying behavior
(All FSNs under the Agreement to have a similar table with CN details)

2 Flipkart will raise debit note to the Supplier and immediately supplier should raise the credit
note and upload the said document as per the procedure prescribed under GST Act for the
following cases:

a) For any excess billing over the purchase price mentioned in PO, a debit note binding to the

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Supplier will be issued within 7 days.

b) For QC rejects (as per the agreed QC methodology and rejection criterion in SCHEDULE B) and
Products not as per PO, a debit note binding to the Supplier will be issued within 7 days and
set off against the dues of the Supplier.

i. Mandatory acceptance of 100% of the Products in rejection (due to QC norms) for the
month by the Supplier.

ii. Supplier will be responsible for picking up the rejected Products along with the
physical copy of debit note from the warehouse within 2 days of the communication of
rejection of Products. If this is not done, Flipkart will return the rejected Products to the
Supplier along with DN for rejected quantity and a DN that takes care of the logistics cost for
the return.

c) For Customer Returns, a debit note binding to the Supplier will be issued within 7 days and set
off against the dues of the Supplier

V. Packaging terms

Packaging requirements (e.g. shrink wrap, seal, information label, freebie should be as per the
PO - If mentioned, bundle, else - don’t give, etc.

SCHEDULE A

Ledger Format

● Supplier will share ledger in a spreadsheet document.

● Supplier will provide following columns in the ledger.

Date Particulars Voucher Ref no Dr Amt Cr Amt

(Inv/receipt/CM/
DN/Journal)

Opening -
Balance XXXX XXXX

Invoice

Receipt

Credit Memo

Debit Memo

Journal

Closing -
Balance XXXX XXXX

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ANNEXURE C
STOCK AND PRICE PROTECTION
1 Supplier shall keep Flipkart updated about all promotions applicable on the Products to Flipkart
prior to 48 hours of its launch.

2 All the Products shall come with all the promotion, in case any promotions are being brought by
Supplier on the Products after the Supply of the same to Flipkart then the Supplier shall replace
the Products already supplied to Flipkart with Promotional offer Products within 2 days of
launching the same.

3 If the Price at which Products supplied reduces then the Supplier shall inform Flipkart about the
same and at Flipkart’s discretion, Supplier shall either make necessary arrangements to replace
the Products with the lower priced Products within 48 hours of such reduction in Price or accept
the credit note raised by Flipkart for the difference amount.

4 In situation where Price of the Products increases then Flipkart shall have the right to procure
Products as mentioned in the Purchase Order.

5 Supplier will provide its stock information (in count) to Flipkart at an agreed frequency of 7 days.

6 Supplier will provide the price and discount information to Flipkart from time to time. The agreed
information update frequency is 15 days.

7 Supplier will keep Flipkart updated about all new Products within timelines defined in the brand
policy. The agreed time is 15 days.

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ANNEXURE D

Change in Authorised Representative

It is hereby informed that our Authorised Representative <Name of the old AR>, indicated in the agreement
entered into between us on <Date of execution of agreement>/ intimated in our email dated <Date of
intimation email> and confirmed by you on <Date of confirming email>, is being replaced by <Name of new
AR, designation, email id >. The said change is with effect from <effective date of change>.

Yours sincerely,

_________________________________________________________
<Name of authorized signatory of intimating party >
Authorised Signatory
<Name of intimating party>

Received and Confirmed:

_________________________________________________________
<Name of authorized signatory of confirming party >
Authorised Signatory
<Name of confirming party>

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ANNEXURE E

Anti-Bribery and Anti-Corruption Policy

1. Compliance with Law and Policy

Supplier is aware that Flipkart belongs to a multinational retail group based in the United States of America,
and is familiar with Flipkart’s Global Anti-Corruption Policy (the “Policy”), available at
https://walmartethics.com. Supplier agrees that its performance under this Agreement will be in full
compliance with the Policy and all applicable anti-corruption laws and regulations, including but not
limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Accordingly, Supplier agrees that
in connection with its activities under this Agreement, neither the Supplier nor any agent, affiliate,
employee, or other person acting on its behalf will offer, promise, give, or authorize the giving of anything
of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment,
facilitation payment, kickback, or other unlawful payment, to any government official, political party, or
candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any
act or decision of a government official.

2. Annual Certification
Supplier agrees to certify annually its compliance with the Policy and the applicable anti-corruption laws
and regulations by executing a form supplied by Flipkart for this purpose.

3. Audit Rights
Supplier shall keep books, records, and accounts with sufficient detail and precision as to clearly reflect its
transactions and the use or disposition of its resources or assets. Supplier agrees that Flipkart has the right
to audit the transactions related to Supplier’s execution of its obligations under this Agreement at any time
and upon reasonable notice.

4. Training
Supplier agrees that its employees, workers, contractors, agents, shareholders, affiliates, advisors, or other
persons acting on its behalf who will interact with government officials on Flipkart’s behalf will participate
in anti-corruption training, if requested by Flipkart.

5. Subcontractors
Flipkart must provide the Supplier with prior written authorization before Supplier hires any subcontractor
to provide services in connection with this Agreement that would require interaction with any government
entity or government official on Flipkart’s behalf. In the event that Flipkart approves Supplier’s use of the
proposed subcontractor, the subcontractor must agree, in writing, that in connection with its activities
related to this Agreement, neither the subcontractor nor any agent, affiliate, employee, or other person
acting on its behalf will offer, promise, give, or authorize the giving of anything of value, or offer, promise,
make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment,
kickback, or other unlawful payment, to any government official, political party, or candidate for public
office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a
government official.

6. Right to Terminate
In the event that Flipkart determines, in its sole discretion, that the Supplier has engaged in conduct that
violates the Policy or the applicable anti-corruption laws and regulations, Flipkart immediately shall have
the right to suspend payment and to suspend or terminate the Agreement. Flipkart shall also have the right
to suspend payment and to suspend or terminate the Agreement if the Supplier does not comply with the
ongoing anti-corruption compliance obligations set forth in this Agreement or if the Supplier does not
successfully complete periodic due diligence re-screening.

7. Government Affiliations
Supplier represents and warrants that [other than the persons listed below (list any such government
officials)] neither the Supplier nor any of its directors, officers, partners, shareholders, employees, agents,

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or representatives is a government official. Supplier represents that it has informed Flipkart of any close
family relationships between any of its directors, officers, partners, shareholders, employees, agents, or
representatives and any government officials. Supplier agrees to notify Flipkart if (a) any such close family
relationships arise during the term of this Agreement or (b) any director, officer, partner, shareholder,
employee, agent, or representative becomes a government official during the term of this Agreement. Close
family relationship means parents, siblings, spouses, spousal equivalents, and children.

8. Material Change of Ownership or Management

If for any reason, Supplier proposes to materially change ownership or management or its current
shareholders or partners transfer control of Supplier to a third-party or a third-party assumes control of
Supplier, Supplier must notify Flipkart in writing of the change at least thirty (30) days after such change.
In such case, Supplier may be resubmitted through the due diligence and approval procedure for third-party
intermediaries in accordance with Flipkart’s Anti-Corruption Policy, of which Supplier declares it is aware.

9. Form of Payment
The Parties agree that all payments made by Flipkart to Supplier pursuant to this Agreement shall be made
only after receipt by Flipkart of an invoice detailing the products or services for which the Supplier is
seeking payment. All payments under this Agreement shall: (i) be made solely by cheque or wire transfer
for the benefit of, and to the account of, Supplier and not to any individual employee or representative of
the Supplier; (ii) be denominated in [functional currency]; and (iii) not be in cash or bearer instruments.

10. Obligation to Provide Information

Supplier agrees to provide timely information to Flipkart regarding any changes to the representations
made in this Agreement. Supplier also agrees that it will submit to periodic due diligence re-screening.

11. Cooperation with Investigations

Supplier agrees to provide assistance and cooperation in any investigations related to potential violations
of the Policy or the applicable anti-corruption laws and regulations, including the U.S. Foreign Corrupt
Practices Act.

Supplier (I accept)

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