AGREEMENT

This retail franchise agreement is entered on this the 1st day of April 2024 by and between

Yara Fertilisers India Pvt Ltd. (CIN:U51490PN2011FTC139239), a company existing under the Companies
Act, 1956 and having its Registered Office at 402, Suyog Fusion, Dhole Patil Road, Pune and corporate office at
502, Global Business Square, Plot-32, Sector-44, Gurugram- 122003, Haryana (hereinafter called " YFIPL" or
“Company”) which expression shall, unless it be repugnant to the context or meaning hereof, be deemed to
mean and include its successors and assigns of the One Part and

___________Name Firm______________, a proprietorship / partnership firm having its principal place of

business at _______Address_____________ through _________Name_________ duly authorized (Proprietor /
Partner ) S/o. ________________, R/o. ________________ (hereinafter referred to as the “Franchisee”) which
expression shall, unless it be repugnant to the context or meaning hereof, be deemed to mean and include his
heirs, executors, administrators and assigns being the party of Second Part:

The Party of the One Part and the Party of the Second Part shall hereinafter collectively be referred to as the
"Parties" and individually as a "Party", and any person that is not a signatory to the Agreement shall be referred
to as the "Third Party".

1
WHEREAS:

A. YFIPL is the manufacturer and distributor of plant nutrients including fertilizers, other agri-inputs and also
provides services such as soil testing, training, digital farming solutions (hereinafter referred to as “goods”
and “services”). YFIPL has a distribution and dealership network throughout the country. YFIPL also plans to
add new products and services from time to time depending on the target customers' requirements and
expectations.

B. YFIPL wishes to create a network of retail outlets known as “Yara Crop Nutrition Centers” (or YCNC) on
franchise model, so as to provide an option and access to the farmers to choose from the variety of Products
from YFIPL along with technical support.

C. The Franchisee has the necessary space/shop at ____Location ______ and is willing to operate a “Yara
Crop Nutrition Center” which would be a dedicated retail store for the “YARA” brand and other endorsed
brands Products sourced through YFIPL in the rural and semi urban markets to provide the Products relating
to the farm and rural sector under one roof to the farmers and others concerned in the trade.

D. YFIPL and the Franchisee have mutually agreed to operate a YCNC in the manner and method and upon
the terms and conditions hereinafter appearing, at the said premises mentioned above.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN
THE PARTIES HERETO AS FOLLOWS: -

I. DEFINITIONS

Agreement: means this agreement for operation of a franchise retail store when duly executed by the
parties first named.

Agri Inputs: Any input required in cultivation of farms such as fertilizers, bio-stimulants, organic
nutrients.

Services: Facilitation of operations in cultivation of farms are called services including Soil & Water
Testing, Digital Farming, Training etc.

YCNC: YCNC means “Yara Crop Nutrition Centre in which the trademark and copyright is owned by
YFIPL

Establishment Cost: Establishment cost means and includes the cost of branding, shop painting,
signage, shop interior & fixture.

Hub or Resource Centre: Hub or Resource Centre means and includes the warehouses / godowns
maintained by YFIPL or its Agents for distribution and supply of Products.

Personal Data: Personal Data shall have the meaning as defined under the Information Technology
(Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011
or any subsequent amendments or enactments.

Product: Product means and includes all the goods & services manufactured / imported and/or
marketed/supplied by YFIPL or which may be manufactured, imported or marketed by YIFPL in future
and includes the goods & services of YFIPL and the Group Companies of Yara International and more
specifically mentioned in Recital clause A.

2
II. PURPOSE, TERM AND DURATION

1. The Franchisee shall operate a retail store under the name & style of “Yara Crop Nutrition Centre”, a
retail store brand of YFIPL to sell the Products of YFIPL. The Franchisee hereby agrees that the said
YCNC shall function uniformly along with other such YCNC and in accordance with the instructions and
directions of YFIPL.

2. This Agreement shall be effective from the date hereof and shall be valid till 31st Mar 2027. It may be
renewed with the mutual consent of both the Parties recorded in writing.

III. YCNC PREMISES SET UP AND OPERATIONS:

1. The Franchisee shall Pay to YFIPL Rs.[70800/-] (Rupees Seventy Thousand Eight Hundred Only) towards
one time Establishment Cost which is likely to cost Rs.[ 1,41,600/-], the balance establishment cost
shall be borne by YFIPL. This contribution made by the Franchisee shall be non-refundable in nature.
Franchisee's contribution towards establishment cost shall be paid at the time of signing of this
Agreement.

2. The franchisee shall on execution of this agreement pay to YFIPL Rs.[_1,00,000,00] (Rupees One Lac
Only) towards interest free refundable security for compliance and due performance of responsibilities
under this agreement. The security shall be refundable on expiry or earlier termination of this
Agreement only after the Franchisee has handed over Yara branded products and promotional
materials and due settlement of accounts with the Company in support of having met the precondition
for refund of security.

3. All stationery and branding elements have to be in conformance with Brand identity policy / guidelines of the
YFIPL. Any violation of the same shall be treated as material breach of contract.

4. The Franchisee shall pay at actuals to YFPIL for the utilities / services or any other facility as may be
required by the said Franchisee from time to time and made available by YFIPL in the YCNC premises.

5. The Franchisee shall adequately insure the furniture, fixture, stock, and equipment for various risks. In any
event, the entire risk of the above items shall be on the Franchisee.

6. The Franchisee shall be responsible for and shall bear all recurring charges and expenses whatsoever
incurred or to be incurred in conducting the business of YCNC. Without prejudice to the generality of the
foregoing the Franchisee shall bear and pay:-

(i) All wages, salaries, employee payment of any kind including terminal benefits, and all other expenses of
the YCNC operations including telephones charges, charges for cleaning and upkeep of the YCNC,
postal charges and all operational expenses whatsoever, as per the law for the time being in force.
(ii) All maintenance & repair and / or replacement of furniture & fixture and all other related expenses of the
YCNC.
(iii) All hardware and software upgradation, repair and maintenance charges for the computer system.

3
IV. COMMERCIAL ARRANGEMENTS / SUPPLY AND PAYMENTS:

1. The targeted business plans would be agreed by the parties at the beginning of each financial year. The said
Business Plans would be read in consonance with this Agreement. The targets for the sale along with
the dates would be set out in such business plans. In case the Franchisee is not able to meet such
sales targets on the due dates as maybe mentioned in each of the business plans, then in that event,
YFIPL shall be at a liberty to take such action as it may deem fit, including termination of the Agreement
and claim for damages for such default on part of the Franchisee.

2. YFIPL shall, from time to time, prescribe the maximum retail price (MRP) for the Products in accordance with
market conditions and prevailing applicable laws and the Franchisee shall not, charge the customers
any higher rate than the MRP. YFIPL shall be entitled to change the MRP as prescribed from time to
time without stating any reason for doing the same and the Franchisee shall be obliged to accept the
said MRP without any objections.

3. YFIPL shall supply the products ordered by the Franchisee by raising an invoice on a principal-to-principal
basis, upon the Franchisee. In the absence of written orders by the Franchisee on YFIPL, the signed
acknowledgement of the delivery challan or the copy of the invoice shall be construed as sufficient proof
of acceptance by the Franchisee of the goods and of his liability for payment to YFIPL.

4. YFIPL shall sell to the Franchisee such of the Products as may be required by the Franchisee, provided the
same are available with YFIPL.

5. Transit insurance/loss shall be borne by YFIPL’s transporter in case of F.O.R delivery. In case of non-receipt
of goods written intimation of the same shall be sent by the Franchisee to the regional office and be
recorded during account reconciliation within 90 days of invoicing. In case of ex hub delivery, the
transportation and transit insurance/loss will be the responsibility of the franchisee.

6. Franchisee shall pay in advance by online bank transfer or demand draft to YFIPL the total value of the
goods communicated by YFIPL or in accordance with the payment terms, if any, agreed in writing by
the parties from time to time. YFIPL shall have first lien over the goods so supplied until the full invoice
value for the same is paid by the Franchisee. Any delay in making payments shall bear interest @
1.5% per month or as declared by YFIPL from time to time. In case of nonpayment of the principal and
interest within 30 days, YFIPL reserves its right to terminate this Agreement without any notice and
initiate recovery proceedings against the Franchisee.

7. In case of products not available with YFIPL, the Franchisee may after seeking prior permission from YFIPL
may procure the products from other sources. YFIPL’s decision to permit or not such transaction shall
be binding and any violation will be considered as material breach of this contract.

8. YFIPL reserves the right in its sole discretion to introduce new and/or change/modify the exiting
business/economic/financial/distribution processes, plans & models and may introduce new billing and
revenue sharing processes and/or models, which shall be communicated to the Franchisee by YFIPL
from time to time. The Franchisee shall be bound by such changes/modifications or new introductions
under this clause. Further, YFIPL reserves the right to issue business/commercial guidelines,
regulations and policies from time to time, which the Franchise shall follow without any demur.

4
 V. YFIPL’s OBLIGATIONS

1. YFIPL shall provide specially designed / branded furniture and fixtures, signage etc. as defined under
Establishment Cost for exclusive use of the same at the said YCNC.

2. YFIPL shall provide all advertising and sales promotional materials for various Products to be displayed
or for circulation in the area where such YCNC operates.

3. YFIPL shall endeavour to provide /supply the Products as per the requirements of the Franchisee.

4. YFIPL shall arrange training programs and regular visit of its personnel to enable the Franchisee to
provide better information, technical advice and services to the farmers.

VI. COMPLIANCE

1. Statutes:

Franchisee shall at all times comply with all the applicable laws, orders, notifications, ordinance, rules,
enacted by the Central or State Government, Municipal Authorities or Gram Panchayat, as the case
may be for running such YCNC and obtain and shall always keep in force necessary sanctions (licenses
/ permits) and permissions from such authorities. The Franchisee shall comply with all the regulations
as may be required to be complied with as per the local laws, legislation of the government, local bodies
or any other authority.

2. HESQ:

i. Franchisee shall itself, and ensure that its representatives and subcontractors, if any, at all times: (i)
observe and comply with all applicable rules and regulations relating to HESQ and any other
requirements of any relevant public authority; (ii) observe and comply with all HESQ standards as set
out by YFIPL from time to time and any other security requirements that apply at the YFIPL's and third
party premises; (iii) notify the YFIPL as soon as it becomes aware of any HESQ hazards or issues
which arise in relation to the Deliverables; (iv) work according to a recognized quality management
system and have a satisfactory system for HESQ assurance and quality assurance suitable for the
operation of YCNC;

ii. strive to keep the impact to the environment to a minimum and continuously reduce the environmental
impact of its activities; and (vi) obtain and maintain all public permits necessary to operate the YCNC,
and shall upon YFIPL’s request produce documentation showing that the necessary permits have been
obtained.

iii. The YFIPL reserves the right to refuse the Franchisee and its representatives and subcontractors
access to its premises in case of non-compliance with the obligations set out in this clause.

iv. YFIPL is at any time entitled to carry out upon reasonable notice in writing, and Franchisee shall assist
in carrying out, HESQ audits and inspections of the Deliverables and relevant operations at
Franchisee's or any subcontractors' premises.

3. STANDARDS OF BUSINESS CONDUCT

i. The Franchisee shall comply with all applicable laws, regulations, codes and sanctions relating to the
Operation of YCNC, and in particular relating to human rights, bribery, corruption, money-laundering,
accounting and financial controls and anti-terrorism, including the Code of Conduct for Yara’s Business
Partners annexed hereto.

5
 ii. The Franchisee warrants, agrees and undertakes that in connection with the operation of YCNC it has
not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease”
payments by way of improper or illegal payment, gift, advantage or other item of value, whether directly
or indirectly, to any third party.

iii. The Franchisee represents and warrants that except as otherwise disclosed in writing to YFIPL, no
public official or its close relatives are presently (i) owning any controlling interest in the Franchisee
(directly or indirectly); (ii) or has a right to any benefit if YFIPL enters into this Agreement with the
Franchisee.

iv. YFIPL may at any time and at its own cost and upon reasonable notice in writing perform regular
integrity due diligence reviews and audits of the Franchisee to ensure compliance with this clause.
Subject to appropriate confidentiality procedures, the Franchisee shall fully cooperate with YFIPL in the
performance of any such reviews and audits and comply with any and all reasonable requests upon
reasonable notice in writing for access to facilities, information, individuals and documentation.

v. The Franchisee shall ensure that all its business partners who perform services or provide goods in
connection with the Agreement do so only on the basis of a written contract, which imposes on and
secures from such business partners terms substantially equivalent to those imposed on the Franchisee
in this clause. The Franchisee shall be responsible for reasonable and appropriate due diligence
procedures prior to engaging its business partners relating to the Agreement, and for monitoring the
adherence and performance by such persons of its compliance obligations.

vi. Notwithstanding any other provision of this Agreement, YFIPL may, upon written notice to the
Franchisee, (i) suspend payment of any price or fee if, and for as long as, the YFIPL reasonably
believes that the Franchisee has breached or failed to properly carry out any of its obligations set out in
this clause; and/or (ii) terminate this Agreement if the Franchisee has materially breached or failed to
properly carry out any of its obligations set out in this clause.

vii. As agreed from time to time, YFIPL and Franchisee shall cooperate in arranging and participating in
compliance trainings, seminars and projects at their own cost.

YFIPL and Franchisee shall without undue delay report any suspected infringements of this clause to
the other party.

VII. FRANCHISEE’S OBLIGATIONS

1. Expenses: pay to YFIPL for supply of Products to the Franchisee or rendering advisory and technical
services including soil testing and digital farming solutions, to the farmers on behalf of the Franchisee.

2. Agreements: During the validity of this Agreement, the Franchisee shall be operating a retail store
under name and brand of “Yara Crop Nutrition Centre” / YCNC, which is owned by YFIPL, therefore, the
Franchisee shall not store, display or sell any goods/services not supplied or authorised by YFIPL,
accept or endorse any bills or other documents on behalf of YFIPL or to use the name of YFIPL except
to the extent authorized by YFIPL in writing. The Franchisee shall use the stationary as approved by
YFIPL and the same shall not be used for any purpose other than YCNC operations or for other
products not supplied or authorised by YFIPL.

3. Modification of product: Not modify or alter YFIPL's Products or its packing so as to change their
appearance/ composition or function in any manner whatsoever.

6
4. No release of publications: Not at any time-release advertisements in newspapers or other
publications, brochures, pamphlets, direct mail, etc. or undertake any other form of sales promotion in
the name of or on behalf of YFIPL except in the form and manner approved by YFIPL in writing.

5. Indemnity: In the event, the Franchisee committing breach of any laws, rules, regulations, notifications
of the Central or State Government or other Public authorities, or material breach of this agreement the
Franchisee shall indemnify and keep indemnified YFIPL from and against all claims (by whatever name
called), demands, actions, proceedings, fines, penalties, expenses (including lawyer’s fees and other
legal expenses) and other liabilities of whatsoever nature brought against or sustained or incurred by
YFIPL arising out of such breach by the Franchisee.

6. Purchase of stock: YCNC being a retail shop bearing the Yara brand, the Franchisee shall exclusively
buy all the Products from YFIPL and maintain sufficient stocks of such Products to meet the
requirement / demand of the farmers and the customers in general. The Franchisee shall immediately
place an order for replenishments with YFIPL to replenish the stocks to meet the demand of the
farmers. In specific cases of certain products which shall not be available with YFIPL, the franchisee
shall take prior approval in writing from YFIPL to sell such products from the said YCNC – these product
ranges could relate to agricultural inputs and services. YFIPL reserves the sole and exclusive right to
allow or decline the Franchisee to sell any other product from the said YCNC. Sale of any unauthorized
product from the said YCNC shall be treated as material breach of this Agreement by the Franchisee.

7. Reputation: The Franchisee shall safeguard the reputation of YFIPL and its products in accordance
with the advice of YFIPL. The Franchisee shall not, after the expiry of the Agreement as herein provided
or sooner determination thereof, make any public statements or discredit the product/s of YFIPL.

8. Inspect premises: Franchisee shall use the furniture, fixtures, signages etc. supplied and installed at
the said YCNC by YFIPL exclusively at the said YCNC and shall ensure its safety and maintain it in
good condition. On termination of this Agreement within one year from the date hereof, the Franchisee
shall return the said furniture, fixtures, signages etc. provided by YFIPL in reasonably good condition,
except usual wear and tear. The Franchisee does hereby irrevocably permit YFIPL to enter upon the
premises of the Franchisee at the YCNC in order to exercise the right of inspecting the premises of the
YCNC.

9. Activities: Franchisee shall also carry out the below mentioned activities –
i. Send Monthly report to YFIPL on the sales of all agri-inputs to the farmers
ii. Assist YFIPL in the selection and evaluation of the credit worthiness of farmers
iii. Help YFIPL in the management of the local staff (if any), labour, transport and other such
allied activities.
iv. Carry out the promotional activities as may be advised by YFIPL.
v. Endeavour to motivate the farmers, stating the benefits of being associated with YFIPL/YCNC.

10. Personnel: The Franchisee shall at its own expense and cost deploy as many suitable personnel as
YFIPL may advise for providing efficient services, as stated above, to the farmers, for maintaining the
premises, for displaying the advertising material and for carrying out other functions. YFIPL shall, if
required by the Franchisee assist the Franchisee in the selection, recruitment and training of such
personnel. The Franchisee shall bear all salaries, expenses and contribution including statutory
contributions in respect of such personnel and they shall not at any point be deemed to be the
employees of YFIPL. The Franchisee shall be entirely responsible for all acts of omission and
commission by any such personnel and shall indemnify YFIPL against any such act of omission and
commission resulting in claims against YFIPL or in damage to the intellectual property, image and/or
reputation of YFIPL. YFIPL shall not be responsible for any loss or damage caused to the farmers by
the act of the Franchisee or any of its employees.

7
 11. Reports & Information: The Franchisee shall maintain records of the services provided at the YCNC in
the form and manner specified by YFIPL and shall make such records available for inspection to the
officers of YFIPL to enable verifications of the compliance with the terms and conditions of this
Agreement. The Franchisee shall submit such reports as may be specified by YFIPL from time to time.
All information / records / reports are Confidential information and the Franchisee will not divulge such
information to any third party and all the clauses of Confidentiality given below shall be applicable to the
Franchisee.

VIII. CONFIDENTIALITY & DATA PRIVACY

1. Confidentiality

i. From time to time during the performance of this Agreement, the parties may deem it necessary to
provide each other with some information which shall be treated as confidential. The parties agree-

ii. To maintain the Confidentiality of such Confidential Information and not to disclose it to any third party,
except as authorized by the original disclosing party in writing.

iii. To restrict disclosure of the Confidential Information to employees who have a need to know such
Confidential Information shall be handled with the same degree of care, which the receiving party
applies to its own Confidential Information but in no event less than reasonable care.

iv. To take precautions necessary and appropriate to guard to Confidentiality of Confidential Information,
including informing its employees who handle such Confidential Information that is Confidential and not
to be disclosed to others.
v. That Confidential Information is and shall at all times remain the property of the disclosing party. No use
of any Confidential Information is permitted except as otherwise provided herein and no grant under any
proprietary rights is hereby given or intended, including any license implied or otherwise.

vi. To use such Confidential Information only as required in performance of this Agreement.

vii. Except as may be required by applicable Law, neither party shall disclose to any third party the contents
of this Agreement, any amendments hereto without the prior written consent of the other party.

viii. Upon termination of this Agreement, both parties to return all Confidential Information furnished
hereunder and further agree to either destroy and certify the destruction of or return to the other party
within ten days following the termination date, all complete or partial copies of Confidential Information
in the receiving party's possession or control including any copies such party may have produced.
YFIPL shall on termination, have the right to take away all of YFIPL’s proprietary software that would
have been created during the subsistence of the Agreement. All the data, information and software that
would have been so created will at all times be and remain the exclusive property of YFIPL and YFIPL
shall have all the right over it and to deal with it in the manner that it may deem fit and proper.

2. Data Privacy

i. YFIPL and Franchisee shall, during the term of this Agreement comply with, and procure that all
representatives comply with, applicable data privacy laws and regulations, including information security
requirements, relating to their performances under this Agreement.

ii. Franchisee permits YFIPL to collect and process Personal Data (as defined under applicable laws as
enacted or amended from time to time) pursuant to YFIPL’s at all times Data Privacy Directive for
Franchisee, Customer and Business Partner Data (the “Directive"), which can be found on YFIPL’s

8
 website, and any applicable laws and regulations. YFIPL may according to the Directive, inter alia,
process Personal Data for the following business purposes: (i) Franchisee relationship management; (ii)
contract management; (iii) business process execution and management reporting; (iv) compliance with
legal obligations; (v) promotional communications; and (vi) training.

iii. YFIPL permits Franchisee, as far as permitted by applicable law and to the extent necessary for
operation of YCNC, to collect and process Personal Data for the following business purposes: (i)
contract management; (ii) customer relationship management, management reporting and marketing;
(iii) HESQ; and (iv) compliance with legal obligations, as further described in YFIPL’s applicable privacy
policy, accessible on YFIPL’s website.

iv. Franchisee hereby warrants that: (i) with regard to Personal Data provided to YFIPL, any requirements
under applicable data protection laws and regulations are fulfilled, including legal basis and information
requirements, allowing YFIPL to process the Personal Data; and (ii) it will co-operate with YFIPL to
ensure there is an adequate legal basis for the transfer of Personal Data between the parties (where
required and applicable).

v. If a party becomes aware of a Personal Data breach, it shall notify the other party without undue delay
and provide reasonable assistance to the other party, to ensure compliance with applicable data
protection laws and regulations.

vi. In the event and to the extent that Parties act as processor on behalf the other Party, the Parties shall
enter into YFIPL’s template data processor agreement.

IX. FORCE MAJEURE

If the performance by either Party of any of its obligations under this Agreement shall be in any way
prevented or hindered in consequence of any Act of God or State, strike, lock-out, legislation or
restriction of any Government or other authority or any other circumstances beyond the party's
anticipation or control, performance of this Agreement shall be wholly or partially suspended during the
continuance of such happening/s or event/s and the notice of which shall be given to the other party as
soon as possible but not later than 15 days of such happening/s or event/s. The Agreement shall then
be renewed after the parties mutually agree upon the same upon the same terms and conditions as on
the date on which the Agreement was suspended. This however, shall not apply to any payment liability
of the Franchisee towards YFIPL.

X. BRAND NAME AND LOGO:

The Franchisee shall not use YFIPL's or its group Companies' trade name, trade mark, symbol, logo or
any other name used by YFIPL, in stationary, letterhead, name board, or otherwise, except to the extent
and in the form and manner approved by YFIPL in writing. The Franchisee shall use only such
stationary, letterheads, name boards and other items in the YCNC as have been supplied by YFIPL or
have been expressly approved by YFIPL in writing. Specifically, the use of the name, logo, and
trademark is expressly forbidden except to the extent and in a manner specifically approved in writing.

The Franchisee hereby recognizes that YFIPL is the absolute owner of the Trade Mark “Yara Crop
Nutrition Centre” or its initials “YCNC” and the owner/licencee of other trademarks for the Products
supplied by YFIPL. Unless otherwise expressly specified by YFIPL in writing to the Franchisee, YFIPL
hereby authorize the Franchisee to use the said Trade Mark only as name of the shop/ premises to sell
in retail the goods supplied or authorised by YFIPL and for no other purpose whatsoever. The
Franchisee also recognizes that YFIPL is the sole owner of the copyright in the designs and
specifications provided to the Franchisee to build a YCNC.

9
 The Franchisee hereby expressly agrees that it shall not use the Trade Mark “Yara Crop Nutrition
Centre”, ”YCNC”, and any of the designs and specifications provided by YFIPL to build YCNC after
termination due to whatsoever reason of this Agreement either by itself or on behalf of any other party.

Any violation of the provisions contained in this clause shall be considered as a material breach and
YFIPL shall be at liberty to seek injunctive relief in addition to damages and termination of this
Agreement.

XI. GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement shall be governed by the laws of India.

2. In the event of any dispute arising out of this Agreement herein recorded either as to the construction,
meaning or interpretation of this Agreement or for disputes relating to the rights, liabilities, performance
and non-performance by the parties under this Agreement thereof or any other disputes arising under
this Agreement, shall be first settled through mutual consultation within 30 days of notice of dispute
failing which exclusively by an appropriate court of law having jurisdiction over the YFIPL offices first
above written. Any violation of the provisions contained in Clause IV, VIII and X above, shall be
considered as serious breach and YFIPL shall be at liberty to resort to the injunctive relief in addition to
the damages and termination of this Agreement.

XII. NOTICES AND TERMINATION

1. The occurrence of any of the following events or any other event specifically referred to as material
breach in any clause of this Agreement shall be construed as an `Event of Default'. In the event the
Franchisee commits any of the `Event of Default' YFIPL shall have the right to terminate this Agreement
forthwith without any notice and take such action as may be found necessary and fit.

i. Any change in the constitution or management of the Franchisee (whether or not involving a change in
the ownership structure) without express written approval of YFIPL.
ii. Insolvency / liquidation of the Franchisee or in the event of any attachment, distress or warrant being
levied on the Franchisee or any assets at the YCNC.
iii. Failure of the Franchisee to pay the amounts due to YFIPL under this Agreement on the due dates
thereof or in the event of the Franchisee violating any term or covenant of this Agreement.
iv. The Franchisee being convicted by a Court of any offence involving moral turpitude.
v. The Franchisee being found to adulterate the stock that has been supplied to him and then sell the
same to the farmers;
vi. The franchisee being found to source products from companies other than YFIPL without prior approval.
vii. The Franchisee being found to be of unsound mind by a Court of competent jurisdiction or being
adjudged an insolvent.
viii. Any action taken or omitted to be taken by the Franchisee or the occurrence of any other event which in
the opinion of YFIPL is prejudicial or detrimental to YFIPL's interests. Such opinion of YFIPL shall be
final and binding on the Franchisee.
ix. YFIPL shall also be at liberty to terminate this Agreement, by giving 60 days’ notice, if the performance
of the YCNC operated by the Franchisee is not to the satisfaction of YFIPL. In case of termination of
this agreement all other agreements that the franchisee has executed with
institutions/organizations/companies as advised by YFIPL will also be terminated and there will be no
trail commissions payable on those agreements.
x. In case of termination of agreement all statutory permissions/licenses obtained as YCNC franchisee
need to be surrendered to respective issuing authorities for cancellation under intimation to YFIPL.
xi. In the event of the breach of any terms of this Agreement, by either party, the aggrieved party shall be
entitled to terminate this Agreement after giving 60 days prior written notice to the other party of such
breach.

10
2. For any other reasons not particularly stated hereinabove, either party to this Agreement may terminate
this Agreement by giving 30 days’ notice in writing to the other party.

3. YFIPL shall not be liable for any consequential loss, damages, claims by whatever name called for loss
of profit, loss of investments or any such claim of similar nature, in the case of termination of the
Agreement. Without prejudice to the above, in the event of the expiry or prior termination of the
Agreement as aforesaid, the Franchisee shall, unless otherwise agreed upon, do the following forthwith.
(i) cease to use the name, trade mark, symbol or logo of YFIPL on the shop, any vehicle, stationery,
letterhead, document, name plate, furniture representation or in any other manner; (ii) return to YFIPL
all, signages, stocks of stationery, display material, of any kind, sales literature, brochures and all other
items of similar nature; and (iii) immediately repay all amounts owing to YFIPL, as per YFIPL's books,
regardless of whether or not such amounts have become due. (iv) Forthwith discontinue to stock and
sale of Products of YFIPL and return unsold stock to the authorized personnel or nominees of YFIPL or
destroy as per the instructions and satisfaction of YFIPL. (v) Forthwith discontinue the use of
Trade/Service Mark “Yara Crop Nutrition Centre or YCNC” and design and specifications provided by
YFIPL to build a YCNC. (vi) Forthwith return and deliver unto YFIPL all advertisement and sales
promotional materials, standard specifications and designs, drawings provided by YFIPL to build a
YCNC and any other related information or materials.

4. Any notice or communication to be given or sent by either party to the other under this Agreement shall
be considered as duly served if the same shall have been posted by registered mail to the party
concerned at the address first written herein above or such other addresses as may be intimated in
writing by either party to the other and shall be binding.

XIII. MISCELLANEOUS

1. Severability: If any covenant or provision of this Agreement is determined to be void or unenforceable

in whole or part, then such void or unenforceable covenant or provision shall be deleted from this
Agreement and shall not affect or impair the enforceability or validity of any other covenant or provision
of this Agreement or any part thereof.

2. Modification and Change: This Agreement, or any covenant or provision thereof can be modified only
in writing signed by both Parties.

3. Integration: This Agreement represents the entire understanding between the Parties and supersedes
all other agreements express or implied between the Parties.

4. Successors: This Agreement shall be binding upon and inure to the benefit of both the Parties and
their respective heirs, successors, affiliates, assigns and representatives.

5. Waiver: No failure or delay by a party in exercising any power, right or privilege provided in this
Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or
privileges preclude any further exercise of them or the exercise of any other right, power or privilege
provided in this Agreement.

6. Assignment: The parties shall not assign this Agreement, or the respective obligations hereunder,
without the written permission of the other.

7. Captions: All indexes, titles, subject headings, section titles, and similar items are provided for the
purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the
meaning or scope of this Agreement.

11
8. Representation: All permissions, approvals, authorities and instructions / notifications required to be
given by YFIPL under this Agreement shall be issued and signed, on behalf of YFIPL, by authorized
Officer of YFIPL.

All permissions, approvals, authorities, to be given by Franchisee under this Agreement on behalf of the
Franchisee by the proprietor / authorised partner or authorized representative.

*****

12
IN WITNESS WHEREOF the parties hereto have executed these presents on the day and year herein above written.

for Yara Fertilisers India Private Limited for Franchisee

( ) (--------------------------------------)
Authorized Signatory Proprietor / Partner / Authorized Signatory

in presence of:

1. ____________________________ 2. __________________________

13