D. On the basis of the aforesaid representation made by ..................................................................

to ................................., the Parties here to have agreed to enter into an Agreement on the
terms and conditions contained hereinafter.

E. It is agreed that the obligations performed by the Second Party will be on a non-
exclusive basis and nothing contained in this agreement shall be construed as creating
a Partnership or employer-employee relationship between the parties.

THEREFORE, in consideration of good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree
as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this Agreement, unless inconsistent with the context or otherwise specified, the
following words and expressions shall have the following meanings:
“Agreement” means this agreement together with the annexure(s) and schedules
attached hereto, as the same may be amended, supplemented or modified, from time
to time, in accordance with the provisions hereof.
“Applicable Law” means any law, rule, regulation, ordinance, order, code, treaty,
judgment, decree, injunction, permit or decision of any central, state or local
government, authority, agency, court or other body having jurisdiction over the
matter in question, as in effect, from time to time.
“Confidential Information” means information relating to a party's Intellectual
Property or to a party's business operations including, without limitation, means all
information, knowledge, designs, finished product, know-how, trade secrets,
marketing procedure, pricing information, data, customer and client records, reports,
analysis, experience, expertise and designs (whether registered or not) relating to the
products, subject matter of this Agreement and disclosed by ................................. to
.................................................................. It includes the Intellectual Property Rights, Company
Documents, Products and Innovations consisting of or contained or exhibited in any
form whatsoever, including data stored in a computer or any information retrieval
system or program used in connection with computers.
“Days” means a day that is not a Saturday or Sunday or a public holiday in the location
of the Distributor.
“Force Majeure” means acts of God, war, sabotage, riot, insurrection, civil
commotion, national emergencies (whether in fact or law), terrorism, epidemic,
pandemic, strikes, lock-outs or other industrial disturbance, accidents, uncontrollable
delays in transportation, or the effect of any applicable laws, orders, rules or
regulations and any other matters beyond the reasonable control of the Party claiming
force majeure.

Private and Confidential

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 “Governmental Authority” means: (a) any national, state, city, municipal, or local
government, or political subdivision thereof; (b) any agency or instrumentality of any
of the authorities referred to in (a) above; (c) any non-governmental regulatory or
administrative authority, body or other ................................., to the extent that the rules,
regulations, standards, requirements, procedures or orders of such authority, body or
other ................................. have the force of Law; or (d) any competent court or tribunal.
"Intellectual Property Rights" means all intellectual property rights wherever in the
world, whether registrable or unregistrable, registered or unregistered, including any
application or right of application for such rights (and these "intellectual property
rights" include copyright, and related rights, database rights, confidential information,
trade secrets, know-how, business names, trade names, trade-marks, service marks,
passing off rights, unfair competition rights, patents, petty patents, utility models,
rights in designs), etc.
“Term” means the term of this agreement as defined in Clause 5.1.

1.2 Interpretation
Unless the context of this Agreement otherwise requires:
(i) any term not defined in Clause 1.1, but defined elsewhere in the Agreement
shall have the same meaning throughout the Agreement;
(ii) any reference to any statute or statutory provision shall include:
(a) all subordinate legislation made from time to time under that provision
(whether or not amended, modified, re-enacted or consolidated);
(b) such provision as from time to time amended, modified, re-enacted or
consolidated (whether before or after the date of this Agreement) and (to
the extent liability there under may exist or can arise) shall include any
past statutory provision (as from time to time amended, modified, re-
enacted or consolidated), which the provision referred to has directly or
indirectly replaced;
(iii) reference to any Party under this Agreement shall also include its successors
and permitted assigns;
(iv) heading to Clauses and paragraphs are for information only, and shall not form
part of the operative provisions of this Agreement and be ignored in construing
the same;
(v) references to Clauses and schedules are to Clauses and schedules to this
Agreement. All of these form part of the operative provisions of this Agreement
and references to this Agreement shall, unless the context otherwise requires,
include references to the recital, Clauses and schedules;
(vi) unless the contrary is expressly stated, no Clause in this Agreement limits the
extent or application of another Clause;

Private and Confidential

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