NOTE PURCHASE AGREEMENT Download Word Document In English. (Rs.50/-) This Note Purchase Agreement, dated as of _________ (“Agreement”), is entered into by and between ___________________, a ________ [Corporation, limited liability company, or other business entity], with an address at _____________________ (“Company”) and the __________, a non-profit corporation organized under the laws of India  with an address of _________________________________(“Purchaser”), (collectively referred to as the “Parties”). RECITAL The Company is obtaining financing from the Purchaser. AGREEMENT The parties hereby agree as follows: 1. The Note.  (a) Issuance of the Note. In reliance upon the representations, warranties and covenants of the Parties set forth herein, at a closing (“Closing”) to be held simultaneously with the execution of this Agreement, the Company will issue, sell and deliver to the Purchaser, and the Purchaser will purchase from the Company, a promissory note in the aggregate principal amount of [ ] (the “Note”). The purchase price for the Note shall be the principal amount thereof, payable in [ ] advances as set forth in Appendix A hereto. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in the Note. (b) Terms of the Note. The terms and conditions of the Note are set forth in the form of Note attached as Appendix B hereto. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note. (c) Delivery. The Company will deliver the Note to Purchaser at the Closing, against receipt by Company of the purchase price for the Note on the advance schedule set forth in Appendix A. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to Purchaser as follows: (a) Organization and Standing: Articles and Bylaws. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of ___________and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. (b) Corporate Power; Authorization. The Company has all requisite legal and corporate power to enter into, execute and deliver this Agreement and the Note. All corporate and legal action on the part of the Company, its officers, directors and shareholders  necessary for the execution and delivery of this Agreement and the Note, the sale and issuance of the Note and the performance of the Company’s obligations hereunder, and under the Note, have been taken. This Agreement is, and upon issuance of the Note will be, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights. (c) Compliance with Other Instruments, None Burdensome, Etc. The execution, delivery and performance of and compliance with this Agreement and the Note will not result in nor constitute any breach, default or violation of (i) any material agreement, contract, lease, license, instrument or commitment (oral or written) to which the Company is a party or (ii) any law, rule, regulation, statute or order applicable to the Company, any of its subsidiaries or their respective properties, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or its subsidiaries. No person has any right to participate in the sale by the Company of the Note (other than rights that have been fully satisfied or waived). (d) Required Consents. No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or provincial or other governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement and the Note, other than, if required, filings or qualifications under the ___________Uniform Securities Act, as amended (the “___________Uniform Securities Act”), or other applicable blue sky laws, which filings or qualifications, if required, will be timely filed or obtained by the Company. (e) Offering. In reliance on the representations and warranties of the Purchaser in Section 3 hereof, the Note will be issued in compliance with all applicable federal and state securities laws. 3. Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company as of the time of issuance of the Note as follows: (a) Investment Intent; Authority. This Agreement is made with the Purchaser in reliance upon such Purchaser’s representation to the Company, evidenced by Purchaser’s execution of this Agreement, that Purchaser is acquiring the Note for investment for such Purchaser’s own account, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or the ___________   Act. Purchaser has the full right, power, authority and capacity to enter into and perform this Agreement and the Agreement will constitute a valid and binding obligation upon Purchaser, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights. (b) Note Not Registered. Purchaser understands and acknowledges that the offering of the Note will not be registered under the Securities Act or qualified under the ___________Uniform Securities Act on the grounds that the offering and sale of the Note  contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification under the ___________ Act, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that resale of a Note may be restricted indefinitely unless the Note is subsequently registered under the Securities Act and qualified under the ___________ Act or an exemption from such registration and such qualification is available. (c) No Transfer. Purchaser covenants that in no event will it dispose of any of the Note other than in conjunction with an effective registration statement under the Securities Act or pursuant to an exemption therefrom, or in compliance with Rule 144 promulgated under the Securities Act, or to an entity affiliated with Purchaser and other than in compliance with the applicable securities regulations laws of any state.   (d) Knowledge and Experience. Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s prospective investment in the Note; (ii) has the ability to bear the economic risks of Purchaser’s prospective investment; (iii) has been furnished with and has had access to such information as Purchaser has considered necessary to make a determination to purchase the Note together with such additional information as is necessary to verify the accuracy of the information supplied; (iv) has had all questions that have been asked by Purchaser satisfactorily answered by the Company; and (v) has not been offered the Note by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. (e) Accredited Investor. Purchaser is an accredited investor as that term is defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. 4. Covenants and Agreements of the Company. [Note – Section 4 (a) may not apply to certain companies (e.g. public company)] (a) Observation Rights. Until the outstanding principal amounts due under the Note are paid in full , the Purchaser shall have the right to appoint a designee (the “Observer”), mutually acceptable to the Company, who will be permitted to attend all meetings of the Company’s board of directors and the Company’s board of advisors, if one exists, and to receive copies of the formal meeting materials distributed to members of the board of directors or the board of advisors, as the case may be, and copies of minutes of all such meetings if the Observer does not attend such meeting or of written consents of actions of the board of directors; provided, however, that the Company shall have the right to exclude the Observer from portions of any such meetings in which attorney-client privileged matters, or matters as to which the Purchaser or its affiliates have a conflict of interest, are presented or discussed, and to remove or redact from materials provided to the Observer information that relates to any such matters. Upon the Company’s request, the Observer shall execute a confidentiality agreement mutually acceptable to the Purchaser and the Company. (b) Information Rights. The books and records of the Company pertaining to this Agreement shall at all times be maintained at the principal ___________office of the Company and shall be open to the reasonable inspection and examination of the Purchaser, or its duly authorized representatives during reasonable business hours for a period of five years following repayment of this Note. Until the outstanding principal amounts due under the Note are paid in full the Company will furnish, or will cause to be furnishe , to Purchaser copies of the following financial statements, reports and information: (i) within sixty (60) days after the close of each fiscal year an Annual Operating Plan for the next fiscal year with a report from management of the Company containing a description of projected business prospects (including capital expenditures) and management’s discussion and analysis of projected financial condition and projected results of operations of the Company for such fiscal year; which report shall also specifically discuss, unless previously reported under 4.b.(iii) below, (A) whether the  company has met the milestones set forth on Appendix A, and (B) whether during the previous year the Company encountered any unexpected opportunities or any obstacles with respect to the completion of such milestones; (ii) promptly when available and in any event within ninety (90) days after the close of each fiscal year, a consolidated balance sheet, statements of operations, retained earnings, and cash flows for such fiscal year, which statements shall be delivered together with a report from management of the Company containing management’s discussion and analysis of the financial condition and results of operation of the Company; (iii) upon completion of each of the milestones set forth on Appendix A, the management of the Company shall submit a report to the Purchaser containing a discussion and analysis of the financial condition and results of operations of the Company for the period beginning on the date of this Agreement and ending on the date described above in this item (iii), which report shall specifically discuss (A) whether the Company has met the milestones set forth on Appendix A, and (B) whether during such period the Company encountered any unexpected opportunities or any obstacles with respect to the completion of such milestones; and (iv) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Company as Purchaser may from time to time reasonably request. In addition, for a five year period following repayment of the Note, the Company shall submit reports in response to Purchaser surveys or information requests. The Company shall cooperate with any Purchaser request for information or record review in connection with any audit. (c) Legal Fees. The Company will pay for any of the Purchaser’s legal fees associated with the preparation and negotiation of this Agreement, the Note, and any Subsequent Note that exceed Two Thousand Rupees (Rs.2,000). (d) Use of Proceeds. The proceeds of the Note shall be used by the Company for [insert appropriate description - working capital, sales and marketing, research and development and capital expenditures] as described in the Company’s Approved Spending Plan set forth in the Development Loan Application submitted to, and as accepted by, the Purchaser. The Company shall not use the proceeds of the Note for any purpose not described in Appendix A without the prior written approval of the Purchaser. 5. Miscellaneous. (a) Waivers and Amendments. Any provision of this Agreement may be amended, waived or modified upon the written consent of the Company and the Purchaser. (b) Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws, without regard to the conflicts of law provisions of the State of ___________or of any other state. (c) Entire Agreement. This Agreement together with the Note constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. (d) Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier, addressed (i) if to Purchaser at the address first given above or at such other address as the Purchaser shall furnish the Company in writing, or (ii) if to Company, at the address first given above or at such other address as Company shall furnish to the Purchaser in writing. (e) Validity. If from any circumstances whatsoever, fulfillment of any provision of this Agreement or of the Note, at the time performance of such provision is due, involves transcending the limit of validity presently prescribed by any applicable statute or any other applicable law, with regard to obligations of like character and amount, the obligation to be fulfilled must be reduced to the limit of such validity, so that in no event will any exaction be possible under this Agreement or under the Note that is in excess of the current limit of such validity, but such obligation must be fulfilled to the limit of such validity. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. [The Remainder of this Page is Intentionally Left Blank] IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. COMPANY: _____________________, INC., a ____________ Corporation By: Name: ____________________________ Title: _____________________________ PURCHASER: ____________________________, By: Name: Robert A. Martin Title: President Appendix A – Advances and Milestones Appendix B - Subordinated Promissory Note APPENDIX A Advances, Milestones, and Approved Spending Plan Advance 1: [date and amount] Milestone 1: [date and description] Advance 2: [date and amount] Milestone 2: [date and description] Advance 3: [date and amount] [If Required] Milestone 3: [date and description] Advance 4: [date and amount] Milestone 4: [date and description] Advance 5: [date and amount] Milestone [5]: Project Completion Date: Advance [6]: [date and amount] APPENDIX B SUBORDINATED PROMISSORY NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. ________________ INC. SUBORDINATED PROMISSORY NOTE _____________________,000 _____, 2010 Brunswick, Maine FOR VALUE RECEIVED, ___________ INC., a _____ Corporation (“Company”), promises to pay to the ___________Technology Institute (the “Holder”), or its registered assigns, the principal sum of _____________ Thousand Dollars (Rs__,000), or such lesser amount as shall then equal the outstanding principal amount hereof, together with simple interest on the unpaid principal balance at a rate equal to five percent (5.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days, commencing on the repayment date established in Schedule 1 to this Note and continuing on the repayment schedule established therein. In the event of any default under this Note, the Holder may, in its discretion, determine that all amounts owed to the Holder shall bear interest at a rate equal to the interest rate otherwise applicable to this Note identified above plus four percent (4%) per annum. All unpaid principal, together with the balance of unpaid and accrued interest and other amounts payable hereunder,  shall be due and payable on demand in one payment at any time after the earlier of (i) the “Maturity Date” or (ii) upon or after the occurrence of an Event of Default (as defined below). This Note is issued pursuant to the Note Purchase A agreement of even date herewith (as amended, modified or supplemented, the “Note Purchase Agreement”) between Company and the Holder named therein. The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees: 1. Definitions. As used in this Note, the following capitalized terms have the following meanings: (a) “Maturity Date” is [five] years from the date of this Note. (b) “Obligations” means all principal and accrued interest due hereunder.  (c) “Senior Indebtedness” means, unless expressly subordinated to or made on a parity with the amounts due under this Note, the principal of (and premium, if any), unpaid interest on and amounts reimbursed, fees, expenses, costs of enforcement and other amounts due in connection with, (i) indebtedness of Company, or  with respect to which Company is a guarantor, to banks, commercial finance lenders, insurance companies, leasing or equipment financing institutions or other lending institutions regularly engaged in the business of lending money, which is for money borrowed, or purchase or leasing of equipment in the case of lease or other equipment financing, by Company, whether or not secured, and (ii) any debentures, note or other evidence of indebtedness issued in exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor. (d) “Transaction Documents” means this Note, any Subsequent Note and the Note Purchase Agreement. 2. Advances. Upon satisfaction of the conditions set forth in the Transaction Documents, the Company may obtain advances on this Note on the schedule set forth in Appendix A to the Note Purchase Agreement until the Project Completion Date set forth in such Appendix A, after which date no further advances will be made under this Note except in the sole discretion of the Holder. At the time of each advance requested by the Company under this Note, (i) the Borrower shall have complied with all of the terms, conditions, and requirements of the Transaction Documents and the Company shall have completed all work required to satisfy the applicable Milestones described in Appendix A to the Note Purchase Agreement, and (ii) no default or event of default (even if any applicable cure period has not expired) shall be outstanding under any of the Transaction Documents and any other obligations of the Company or of any Guarantor to the Holder, regardless of the circumstances of prior advances by the  Holder. 3. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note and the other Transaction Documents: (a) Failure to Pay. Company shall fail to pay (i) when due any principal payment on the due date hereunder, (ii) any interest or other payment required under the terms of this Note or any other Transaction Document on the date due; or (iii) when due any payment obligation under any other Development Award or Development Loan agreement between the Company and Holder; or (b) Breaches of Other Covenants. The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the other Transaction Documents, other than those specified in Section 3(a), and after the Company’s receipt of written notice by the Holder, such failure shall continue for ten business (10) days, or if such failure is not curable within such ten (10)-day period, but is reasonably capable of cure within thirty (30) days, either (A) such failure shall continue for thirty (30) days or (B) Company shall not have commenced a cure in a manner reasonably satisfactory to Holder within the initial twenty (20)-day period; or   (c) Breaches of Other Company-Holder Agreements. The Company shall fail to observe or perform any covenant, obligation, condition or agreement contained in any other Development Award or Development Loan agreement between the Company and Holder, and Holder has issued a final default letter to the Company based on such failure; or  (d) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (v) take any action for the purpose of effecting any of the foregoing; or (e) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Company or the debts thereof under any bankruptcy, insolvency or other similar law or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement; or (f) Failure to Pay Indebtedness. Other than the failure to pay or breaches of the Company’s other agreements with Holder described in Section 3(a) and (c) above, the Company fails to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) any indebtedness for money borrowed of the Company, or any declared default of the Company under any such indebtedness that gives the holder thereof the right to accelerate such indebtedness (which such acceleration is not rescinded, annulled or otherwise cured within fourteen (14) days after receipt by the Company of notice of such acceleration), except to the extent such failure to pay or acceleration is the subject of a bona fide dispute that the Company is contesting in good faith and for which funds sufficient to pay such indebtedness have been set aside and reserved for payment by the Company; or (g) Material Change in the Company’s Business. There occurs a material change in the business, as presently conducted or proposed to be conducted, of the Company, as determined in good faith by the Holder; or (h) Cessation of Company Operations. The Company’s board of directors votes to cease substantially all of the Company’s operations or wind up the Company’s affairs; or (i) Relocation or Licensing of Company Operations. [Note – Section 3(i) must be tailored to Company Approved Spending Plan] ___________company version [The Company (i) relocates its Company headquarters, all or a significant portion of its assets or business operations, or a majority of its employees to a location outside of the State of Maine; or (ii) without Holder’s prior consent, relocates business and manufacturing operations supporting product development or process improvement activities resulting from the technology funded by the proceeds of this Note to a location outside of the State of Maine; or (iii) without Holder’s prior consent, licenses or otherwise authorizes a third party to carry out business and manufacturing operations, supporting product development, or process improvement activities resulting from the technology funded by the proceeds of this Note; or Multistate company with ___________branch [The Company, without Holder’s prior consent, fails to (i) maintain a place of business in the State of Maine, or (ii) locate all business and manufacturing operations, supporting product development or process improvement activities resulting from the technology funded by the proceeds of this Note in the State of Maine; or (iii) licenses or otherwise authorizes a third party to carry out the business and manufacturing operations, supporting product development, or process improvement activities resulting from the technology funded by the proceeds of this Note;]or (j) Use of Proceeds. The use of the proceeds of this Note by the Company for any purpose not described in the Company’s Approved Spending Plan set forth in the Appendix A to the Note Purchase Agreement, without the prior written approval of the Holder. 4. Rights of Holder Upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Paragraphs 3(d) and 3(e)) and at any time thereafter during the continuance of such Event of Default beyond any applicable cure periods, Holder may (i) cease advancing money or extending credit to or for the benefit of the Company under any agreement; and (ii) declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Paragraphs 3(d) and 3(e), immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right, power orremedy granted to it by the Transaction Documents, or otherwise permitted to it by law, either by suit in equity or by action at law, or both. In case of an Event of Default, the Company must pay to the Holder such further amount as is sufficient to cover the cost and expenses of collection, including, without limitation, all Holder’s costs, fees, expenses or damages of any kind incurred by or imposed upon Holder in connection with or as a consequence of an Event of Default.  Without limiting the foregoing, the Company shall pay all Holder’s actual costs of collection and attempted collection, including, without limitation: (i) those expenses incurred or paid to protect, preserve, collect, lease, sell, repair, improve, advertise, locate, take possession of, liquidate or otherwise deal with any collateral under any security agreement; (ii) expenses of dealing with any person or entity in any bankruptcy proceeding; (iii) all out-of-pocket expenses incurred for the Holder’s attorney and paralegal fees, disbursements, and costs, all at such rates and with respect to such services as the Holder in its sole discretion may elect to pay (as such rates may vary from time to time during the course of the performance of such services) including the costs of attorneys who are employees of the Holder; and (iv) the costs of appraisers, engineers, investment bankers, environmental consultants and other experts that may be retained by the Holder in connection with such collection efforts. Such costs will be added to the unpaid balance of the Note. No course of dealing and no delay on the part of the Holder in exercising any right will operate as a waiver of that right or otherwise prejudice the Holder’s rights, powers or remedies. No right, power or remedy conferred by this Note upon the Holder is exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. 5. Subordination. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all of Company’s Senior Indebtedness. (a) Event of Default; Insolvency Proceedings. If there shall occur and be continuing, any event of default with respect to any Senior Indebtedness, or any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of Company, no amount shall be paid by Company in respect of the principal of, interest on or other amounts due with respect to this Note at the  time outstanding, unless and until the principal of and interest on the Senior Indebtednessthen outstanding shall be paid in full. (b) Subrogation. Subject to the payment in full of all Senior Indebtedness, the holder of this Note shall be subrogated to the rights of the holder(s) of such Senior Indebtedness (to the extent of the payments or distributions made to the holder(s) of such Senior Indebtedness pursuant to the provisions of this Section 5) to receive payments and distributions of assets of Company applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between Company and its creditors, other than the holders of Senior Indebtedness and the Holder, be deemed to be a  payment by Company to or on account of this Note; and for purposes of such subrogation, nopayments or distributions to the holders of Senior Indebtedness to which the Holder would be entitled except for the provisions of this Section 5 shall, as between Company and its creditors, other than the holders of Senior Indebtedness and the Holder, be deemed to be a payment by Company to or on account of the Senior Indebtedness. (c) No Impairment. Nothing contained in this Section 5 shall impair, as between Company and Holder, the obligation of Company, subject to the terms and  conditions hereof, to pay to the Holder the principal hereof and interest hereon as and when the same become due and payable, or shall prevent the Holder of this Note, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law. (d) Reliance of Holders of Senior Indebtedness. Holder, by its acceptance hereof, shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the creation of the indebtedness evidenced by this Note, and each such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Indebtedness.  6. Prepayment. The principal amount of this Note and the accrued interest thereon  may be prepaid without the written consent of the Holder. Any such permitted prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note, if any, and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note. 7. Successors and Assigns. Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and obligations of Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. 8. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of Company and the Holder. 9. Transfer of this Note. This Note may be transferred to any affiliate of the Holder; provided however that this Note may not be transferred to any person in violation of any restrictive legend set forth hereon or to any person that is a competitor of the Company, as  determined by the Company in its discretion reasonably exercised. Each new Note issued upontransfer of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the “Securities Act”), unless  in the opinion of counsel for Company such legend is not required in order to ensure compliance with the Securities Act. Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of Company. Prior to presentation of this Note for registration of transfer, Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Company shall not be affected by notice to the contrary.  10. Assignment by Company. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned in whole or in part by Company without the prior written consent of the Holder. 11. Indemnification by Company. The Company agrees to indemnify, defend, save and hold harmless the Holder, its Officers, Directors, employees, agents and representatives, at the Company’s cost and expense, from and against any and all actual and alleged demands, claims, lawsuits, obligations, liabilities, losses, fees, costs, expenses and damages, including without limitation those listed in Section 4, incurred or imposed upon the Holder in connection with or as a consequence of any claims (including but not limited to third party claims), suits, actions, demands, or judgments arising out of or resulting from: (i) any actions or omissions of the Company, its officers, directors, employees, representatives, independent contractors, subcontractors, licensees or consultants; or (ii) Company’s performance or non-performance of its obligations under the Transaction Documents. 12. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier at the respective addresses of the parties as set forth in the Note Purchase Agreement or on the register maintained by Company. Copies of all notices provided hereunder shall be also delivered to Holder’s legal counsel at the address provided by Holder, and any such copy shall not constitute notice hereunder. Either party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when received.  13. Payment. Payment shall be made in lawful tender. 14. Expenses; Waivers. If action is instituted to collect this Note, the Company shall pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action. Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument. 15. Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Maine, without regard to the conflicts of law provisions of the State of ___________or of any other state. IN WITNESS WHEREOF, Company has caused this Note to be issued as of the date first written above. ______________________, a ________________ Corporation By: Name: ____________________________ Title: ______________________________ APPENDIX B SUBORDINATED PROMISSORY NOTE SCHEDULE 1 REPAYMENT SCHEDULE [To include commencement of repayment date and repayment schedule]

Demand Note For value received, the undersigned jointly and severally promise to pay to the order of ____________________________________________ , the sum of $ ____________ , together with interest of ___________% per annum on the unpaid balance. The entire unpaid principal and any accrued interest shall be fully and immediately payable UPON DEMAND of any holder hereof. Upon default in making payment within _______ days of demand, and provided this note is turned over for collection, the undersigned agree(s) to pay all reasonable legal fees and costs of collection to the extent permitted by law. This note shall take effect as a sealed instrument and be enforced in accordance with the laws of the payee's state. All parties to this note waive presentment, notice of nonpayment, protest and notice of protest, and agree to remain fully bound notwithstanding the release of any party, extension or modification of terms, or discharge of any collateral for this note. Signed under seal this (Date)_________________                                             ____________________________        ________________________________ ____________________________ ________________________________ Download Word Document In English. (Rs.15/-)

TERMS OF SERVICE AGREEMENT Download Word Document In English. (Rs.50/-) This Terms of Service Agreement (the "Agreement") governs your use of this website, [Website Address] (the "Website"), [Business Name] ("Business Name") offer of products for purchase on this Website, or your purchase of products available on this Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. [Business Name] reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website. [Business Name] will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised. The changed or revised Agreement will be effective immediately after it is posted on this Website. Your use of the Website following the posting any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. [Business Name] encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing use of the Website. This Agreement does not alter in any way the terms or conditions of any other written agreement you may have with [Business Name] for other products or services. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately terminate your use of the Website. If you would like to print this Agreement, please click the print button on your browser toolbar. I. PRODUCTS Terms of Offer. This Website offers for sale certain products (the "Products"). By placing an order for Products through this Website, you agree to the terms set forth in this Agreement. Customer Solicitation: Unless you notify our third party call center reps or direct [Business Name] sales reps, while they are calling you, of your desire to opt out from further direct company communications and solicitations, you are agreeing to continue to receive further emails and call solicitations [Business Name] and its designated in house or third party call team(s). Opt Out Procedure: We provide 3 easy ways to opt out of from future solicitations.  1. You may use the opt out link found in any email solicitation that you may receive. 2. You may also choose to opt out, via sending your email address to: [opt-out email]. 3. You may send a written remove request to [Company Address]. Proprietary Rights. [Business Name] has proprietary rights and trade secrets in the Products. You may not copy, reproduce, resell or redistribute any Product manufactured and/or distributed by [Business Name]. [Business Name] also has rights to all trademarks and trade dress and specific layouts of this webpage, including calls to action, text placement, images and other information. Sales Tax. If you purchase any Products, you will be responsible for paying any applicable sales tax. II. WEBSITE Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website also offers information and marketing materials. This Website  also offers information, both directly and through indirect links to third-party websites, about nutritional and dietary supplements. [Business Name] does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that [Business Name] does create the content on this Website, such content is protected by intellectual property laws of the India, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and/or other laws. You acknowledge that your use of the content on this Website is for personal, noncommercial use. Any links to thirdparty websites are provided solely as a convenience to you. [Business Name] does not endorse the contents on any such third-party websites. [Business Name] is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk. Use of Website; [Business Name] is not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not resell material on the Website, (4) not engage, directly or indirectly, in transmission of "spam", chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of the Website License. By using this Website, you are granted a limited, non-exclusive, non transferable right to use the content and materials on the Website in connection with your normal, noncommercial, use of the Website. You may not copy, reproduce,  transmit, distribute, or create derivative works of such content or information withoutexpress written authorization from [Business Name] or the applicable third party (if third party content is at issue). Posting. By posting, storing, or transmitting any content on the Website, you hereby grant [Business Name] a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. [Business Name] does not have the ability to control the nature of the user-generated content offered through the Website. You are solely responsible for your interactions with other users of the Website and any content you post. [Business Name] is not liable for any damage or harm resulting from any posts by or interactions between users. [Business Name] reserves the right, but has no obligation, to monitor interactions between and among users of the Website and to remove any content [Business Name] deems objectionable, in MuscleUP Nutrition 's sole discretion.   III. DISCLAIMER OF WARRANTIES YOUR USE OF THIS WEBSITE AND/OR PRODUCTS ARE AT YOUR SOLE RISK. THE WEBSITE AND PRODUCTS ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. [Business Name] EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS OR WEBSITE CONTENT, OR ANY RELIANCE UPON OR USE OF THE WEBSITE CONTENT OR PRODUCTS. ("PRODUCTS" INCLUDE TRIAL PRODUCTS.) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, [Business Name] MAKES NO WARRANTY: THAT THE INFORMATION PROVIDED ON THIS WEBSITE IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY. THAT THE LINKS TO THIRD-PARTY WEBSITES ARE TO INFORMATION THAT IS ACCURATE, RELIABLE, COMPLETE, OR TIMELY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THIS WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THAT DEFECTS IN PRODUCTS WILL BE CORRECTED. REGARDING ANY PRODUCTS PURCHASED OR OBTAINED THROUGH THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IV. LIMITATION OF LIABILITY [Business Name] ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHWERWISE, WITH RESPECT TO THE WEBSITE CONTENT AND PRODUCTS AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID, LESS SHIPPING AND HANDLING, FOR PRODUCTS PURCHASED VIA THE WEBSITE. [Business Name] WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE WEBSITE CONTENT OR PRODUCTS; (2) THE COST OF PROCURING SUBSTITUTE PRODUCTS OR CONTENT; (3) ANY PRODUCTS PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; OR (4) ANY LOST PROFITS YOU ALLEGE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. V. INDEMNIFICATION You will release, indemnify, defend and hold harmless [Business Name], and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including  reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (2) the Website content or your use of the Website content; (3) the Products or your use of the Products (including Trial Products); (4) any intellectual property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information or data you supplied to [Business Name]. When [Business Name] is threatened with suit or sued by a third party, [Business Name] may seek written assurances from you concerning your promise to indemnify [Business Name]; your failure to provide such assurances may be considered by [Business Name] to be a material breach of this Agreement.  [Business Name] will have the right to participate in any defense by you of a thirdparty claim related to your use of any of the Website content or Products, with counsel of [Business Name] choice at its expense. [Business Name] will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend [Business Name] against any claim, but you must receive [Business Name] prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website or Produts. VI. PRIVACY [Business Name] believes strongly in protecting user privacy and providing you with notice of MuscleUP Nutrition 's use of data. Please refer to [Business Name] privacy policy, incorporated by reference herein, that is posted on the Website. VI. AGREEMENT TO BE BOUND By using this Website or ordering Products, you acknowledge that you have read and agree to be bound by this Agreement and all terms and conditions on this Website. VIII. GENERAL Force Majeure. [Business Name] will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott. Cessation of Operation. [Business Name] may at any time, in its sole discretion and without advance notice to you, cease operation of the Website and distribution of the Products. Entire Agreement. This Agreement comprises the entire agreement between you and [Business Name] and supersedes any prior agreements pertaining to the subject matter contained herein. Effect of Waiver. The failure of [Business Name] to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Governing Law; Jurisdiction. This Website originates from the [City, State]. This Agreement will be governed by the laws of the State of [Law State Name] without regard to its conflict of law principles to the contrary. Neither you nor [Business Name] will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default of this Agreement, or otherwise arising under or by reason of this Agreement, other than in courts located in State of [State Name]. By using this Website or ordering Products, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. You  hereby waive any right to trial by jury arising out of this Agreement and any related documents. Statute of Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.  Waiver of Class Action Rights. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHER IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTION WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.  Termination. [Business Name] reserves the right to terminate your access to the Website if it reasonably believes, in its sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Website and [Business Name] may, in its sole discretion and  without advance notice to you, cancel any outstanding orders for Products. If your access to the Website is terminated, [Business Name] reserves the right to exercise whatever means it deems necessary to prevent unauthorized access of the Website. This Agreement will survive indefinitely unless and until [Business Name] chooses,  in its sole discretion and without advance to you, to terminate it. Domestic Use. [Business Name] makes no representation that the Website or Products are appropriate or available for use in locations outside India. Users who access the Website from outside India do so at their own risk and initiative and must bear all responsibility for compliance with any applicable local laws. Assignment. You may not assign your rights and obligations under this Agreement to  anyone. [Business Name] may assign its rights and obligations under this Agreement in its sole discretion and without advance notice to you. BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

ASSIGNMENT OF SUBLEASE THIS ASSIGNMENT OF SUBLEASE (this “Consent”) is made as of the __________, 2006, by and among  ____________.,  as successor in interest to _______________________________ (“Landlord”);  ________________________.,  (“Assignor”);  _______________  (“Encore”);  ____________________________  (“Assignee”); and  _______________________  ( “Tenant” ). RECITALS: A. WHEREAS, Landlord and Tenant, successor in interest to __________ (“Original Tenant”), are parties to that certain Lease Agreement dated ________, 2000 (the “Lease”). Terms not otherwise defined in this Consent are defined in the Lease; and B. WHEREAS, Landlord lease to Tenant certain premises consisting of approximately 85,893 rentable square feet (the “Tenant’s Premises”) of that certain building located at 2201 East Lamar Boulevard, Arlington, Texas, attached hereto as Exhibit “A”; and C. WHEREAS, Tenant subleased approximately 28,603, rentable square feet on the second floor of the Building (the “Premises”), located within the Tenant’s Premises, to Assignor, pursuant to the Sublease dated as of February 12, 2004, by and between Tenant and Assignor (the “Sublease”), attached hereto as Exhibit “B”; and D. WHEREAS, Assignor and Assignee intend to enter into an Asset Purchase Agreement (“the Purchase Agreement”), pursuant to which Assignor will transfer substantially all of its assets to Assignee, the consummation of which (the “Closing”) is scheduled to occur on or about August 17, 2005; and E. WHEREAS, is connection with the purchase Agreement, Assignor wishes to assign to Assignee and Assignee wishes to assume from Assignor the Sublease as of Closing, which assignment and assumption is conditioned upon and shall be effective only in the event of the Closing; and F. WHEREAS, Assignor has asked Landlord and Tenant to consent to the assignment of the Sublease (“Assignment to Sublease”) to Assignee. NOW, THEREFORE,  Landlord and Tenant each hereby consents to the Assignment of Sublease of the Premises to Assignee, such consent being subject to and upon the following terms and conditions to each of which Assignor and Assignee expressly agree. 1.  Assignment of Sublease . Assignor hereby transfers and assigns to Assignee all of its right, title, and interest to and under the Sublease effective as of the date of the Closing, to have and to hold the same for and during the remainder of the term(s) mentioned in such Sublease, subject to the covenants and conditions therein mentioned. Rents and other charges paid or due under the Sublease shall be presented between Assignor and Assignee as of the Closing Date. 2.  No Waiver . Neither the giving of this Consent our anything herein, in the Assignment to Sublease shall be consumed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions, obligations or conditions contained in the Lease or Sublease (except as may be herein expressly provided), or to waive any breach thereof, or any rights of Landlord or Tenant against any person or entity liable or responsible for the performance thereof or to increase the obligations or diminish the rights of Landlord under the Lease, or to increase rights or diminish the obligations of Tenant thereunder, or to, in any way, be existed as giving Assignee any greater rights than the Original Tenant extend in the Lease would be entitled to, and all covenants, agreements, terms, provisions and conditions of the Lease and Sublease are hereby mutually declared to be in full force and effect. 3.  No Further Consent . This Consent shall not be construed either as a consent by Landlord or Tenant to, or as permitting any other or further subletting of the Premises, whether in whole or in part, or any further assignment of the Sublease or Lease, or as a wavier of the requirement of obtaining Landlord’s and Tenant’s consent thereto, and notwithstanding anything to the contrary contained in the Lease or Sublease, Assignee shall not, without the prior written consent of Landlord and Tenant, which consent shall not be unreasonably withheld, assign the Lease, Sublease, or this Consent or sublet the Premises or any part thereof. Landlord’s and Tenant’s consent to any future assignment or sublease shall be conditioned and subject to the rights, obligations, restrictions and conditions that are applicable to an assignment or sublease by Tenant pursuant to the Lease. 4.  No Release . The giving of this Consent shall not be deemed or serve to release Assignor from any liability, obligation or duty, which such Tenant or such successor in interest may have under the Sublease. The giving of this Consent shall not be deemed to constitute a release of Assignor, or any guarantor of Assignor’s performance hereunder (“Guarantor”), from further performance by Assignor or such Guarantor of covenants undertaken to be performed by Assignor in the Sublease. Assignor and/or such Guarantor shall remain liable and responsible for all rent and other obligations imposed upon Assignor in the Sublease. 5.  Assignee’s Obligation . Assignee, for Assignee and its successors and assigns hereby (a) accepts the Sublease for a portion of Tenant’s interest in and to the Lease, (b) recognizes all of the covenants, agreements, terms, provisions, obligations and conditions contained in the Lease, and hereby assumes all of said terms, provisions, agreements, covenants, obligations and conditions of the Lease on the part of the Tenant to be kept, observed and performed with respect to the Premises, (c) agrees to keep and perform, and to permit no violation beyond the expiration of applicable periods of notice and grace of, each and every covenant, agreement, term, provision, obligation and condition therein set forth on the part of Tenant with respect to the Premises to be kept, observed and performed, and (d) acknowledges, confirms and agrees that the Right of First refused and renewal options are not assignable or conveyed to Assignee. 6.  Default . In the event of any default under the Lease, Landlord may proceed directly against Tenant or anyone else liable under the Lease without first exhausting Landlord’s remedies against any other person or entity liable therein to Landlord. In the event of any default under the Sublease, Tenant may proceed directly against Assignor or anyone else liable under the Sublease without first exhausting Tenant’s remedies against any other person or entity liable therein to Tenant. 7.  Indemnification . Neither Landlord nor Tenant shall be responsible for the payment of any commissions or fees in connection with the Assignment of Sublease, and Assignor and Assignee, jointly and severally agree to indemnify and hold Landlord and Tenant harmless from and against any claims, liability, losses or expenses, including reasonable attorneys’ fees incurred by Landlord or Tenant in connection with any claims for commission by any broker or agent in connection with the Assignment of Sublease. 8.  Notices.  Landlord’s mailing address for purposes of notice under this Consent or the Lease is: 9.  Conditions Precedent . Each of the parties hereto agrees that this Consent is conditioned upon and shall be effective only in the event of the Closing. If the Closing occurs, this Consent shall be in full force and effect and shall be binding and enforceable against the parties hereto, without any further action on behalf of the parties. 10.  Execution of Consent . The parties hereto agree that this Consent may be signed and delivered by facsimile signature and counterparts. LANDLORD: By:   Name:   Title:   TENANT: By:   By:   Name:   Title:   ASSIGNOR: By:   By: Name:   Title:   ASSIGNEE: By:   Name:   Title:   By:   By:   Name:   Title:   Download Word Document In English. (Rs.40/-)

Certificate of Non-Satisfaction of Decree (O.21, R.6.) (Title) CERTIFIED that no (1) satisfaction of the decree of this Court-in suit No..........of 19........, a copy which is hereunto attached, has been obtained by execution within the jurisdiction of this Court. Dated the .........day of........ 19............. Judge. 1.     If partial, strike out "no" and state to what extent. Download Word Document In English. (Rs.15/-) Download Word Document In Marathi. (Rs.15/-)

WAREHOUSE AGREEMENT Download Word Document In English. (Rs.50/-) This Agreement is made and entered into on this ______ day of ___________  20____ (the “Execution Date”) BY AND BETWEEN  Mr._________________________________son of Mr ________________, an adult Indian                             Inhabitant  M/s._____________________ a Partnership Firm through its partner Mr.            ___________________________,  M/s.______________________, a Company formed and registered under the provisions of the __________________ having its address at ___________________ ________________________________________________________________________________________________________________ Hereafter known as CLIENT (which expression shall unless be repugnant to the context or meaning thereof mean and include his heirs, legal representatives/successors/executors or Administrator) (which expression shall unless it be repugnant to context or meaning thereof be deemed to mean and include the partners  constituting the said firm, the survivors or survivors of them and executor, administrators or assign of the last surviving partner). (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the First Part. AND  Mr._________________________________son of Mr ________________, an adult Indian                             Inhabitant  M/s._____________________ a Partnership Firm through its partner Mr.            ___________________________,  M/s.______________________, a Company formed and registered under the provisions of the ____________________ having its address at ___________________ ________________________________________________________________________________________________________________ Hereafter known as Service Provider (which expression shall unless be repugnant to the context or meaning thereof mean and include his heirs, legal representatives/successors/executors or Administrator)  (which expression shall unless it be repugnant to context or meaning thereof be deemed to mean and include the partners  constituting the said firm, the survivors or survivors of them and executor, administrators or assign of the last surviving partner). (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the Second Part. Client and  SERVICE PROVIDER may hereinafter be collectively referred to as “Parties” and individually as a “Party”. WHEREAS:  (1) Client is engaged in the business of, inter alia retailing of Products (defined hereinafter) and is desirous of appointing an entity for cold storage/dry storage its goods at such entity’s facility and for provision of related Services (hereinafter defined).  (2)  SERVICE PROVIDER is engaged in the business of warehousing and storage activities of agricultural commodities and also undertakes Cold storage/dry storage activities for its clients.  (3) Client is desirous of appointing  SERVICE PROVIDER for storing Client’s Products at its facility and to provide Services to Client on a non-exclusive basis, for storing its goods and for providing Services on the terms set forth herein. NOW THEREFORE, THE PARTIES HERETO AGREES AS FOLLOWS: 1. DEFINITIONS In this Agreement, unless the context otherwise requires, the following expressions shall have following meaning:  “Agreement” shall mean this Agreement including all its Annexures, as the same may be supplemented, amended, restated or replaced from time to time in accordance with the provisions hereof. “Affiliate” shall mean with respect to any entity, any other entity that, directly or indirectly: (a) owns or controls the first entity; (b) is owned or controlled by the first entity; or (c) is under common ownership or control with the first entity, where “control” as applied to any entity means (i) direct or indirect ownership of more than fifty percent (50%) of the equity interests or rights to distributions on account of equity of the relevant entity; or (ii) direct or indirect power to direct the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise; or (iii) the power to appoint over half the members of the Board of Directors or similar governing body of such entity, through contractual arrangement or otherwise. “Applicable Laws” shall mean any and all national, central, state, municipal and / or local legislations, bye-laws, rules, regulations, orders and notifications having the force of law, of the central and/or state governments, municipal corporation, municipality, local body or public authority, order, writ, injunction or decree of any court or Governmental authority, and/or statutory authority having the force of law as may be issued and as may be in force from time to time. “Applicable Permits” shall have the same meaning as ascribed to it in clause 6.1(viii). “Chamber” shall mean an enclosed space within the Facility of specific area demarcated by walls.  “Confidential Information” shall mean any and all information disclosed by Client to  SERVICE PROVIDER during the term of this Agreement. Such information shall include, without limitation, all proprietary information, schematics, customer and product development plans, forecasts, strategies, patents, designs, trademarks, tradenames, copyrights, business plans and/or programmes, research material, marketing strategies, evaluation data, business contacts, list of suppliers, list of customers, business information, samples, drawings, engineering or operational information, financial information, costing and pricing information, policies and procedures. Such Confidential Information may be supplied as an actual sample, orally, in writing, through discussions, in the form of drawings.  “Facility” shall mean the cold storage/dry storage facility described in Annexure I .   “Good Industry Practices” shall mean the exercise of that degree of skill, diligence, prudence, foresight and operating practice which would reasonably and ordinarily be expected from a skilled experienced and recognised service provider engaged in the same type of undertaking as  SERVICE PROVIDER under similar circumstances and acting generally in accordance with Applicable Laws and industry standards. “Goods” shall mean pulses and other agricultural products.  “Intellectual Property” shall mean and include without limitation patents, copyrights including database, designs, labels, know-how, trade names, trademarks, service marks, logos and other distinctive brand features or business identifiers, technical information and equivalents of the foregoing and all other intellectual property rights whatsoever whether registered or unregistered, including rights in any applications or registrations in respect of any of the foregoing in any state, country or jurisdiction.  “Services” shall mean the services more particularly set out in clause 5 below.  2. PRINCIPLES OF INTERPRETATION Unless the context or meaning otherwise requires: 2.1 Words denoting singular number shall include plural number and vice-versa; 2.2 Words denoting one gender shall include the other gender; 2.3 The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in this Agreement mean and refer to this Agreement and not to any particular Clause of this Agreement;  2.4 References herein to any provision of a statute shall be deemed to refer to the statute as it may, after the date hereof, be modified, supplemented or re-enacted and any reference to any statutory provision, shall include reference to any rule, order or regulation made thereunder or under such re-enactment; 2.5 The headings are inserted for convenience of reference only and shall not affect the construction of the provisions of this Agreement. 3. TERM AND APPOINTMENT   3.1 This Agreement shall be valid and binding on Parties for a period of one (1) years effective on and from ______  day of _____ 20___ (“Effective Date”) (“Term”), unless terminated earlier in accordance with the terms hereof. 3.2 Client hereby appoints  SERVICE PROVIDER to provide the Facility for cold storage/dry storage of Goods and to provide Services in relation thereto, as more particularly set out in clause 4 below and  SERVICE PROVIDER hereby accepts such appointment on the terms and conditions set out herein. 3.3 The arrangement contemplated hereunder is non-exclusive and Client shall be entitled to enter into similar arrangements with any other entity including without limitation in the same area as the Facility and  SERVICE PROVIDER shall not object to, dispute or challenge any such arrangement.  SERVICE PROVIDER  shall not make any monetary or other claim, save and except including for remuneration, compensation, commission or allowance in relation to any loss or damage of whatsoever nature that may be suffered or incurred by it due to Client exercising any of its rights under this clause 3.3. 4. SERVICES  4.1  SERVICE PROVIDER shall: provide a separate Chamber at the Facility admeasuring  square feet as described in Annexure II hereto  exclusively for cold storage/dry storage of Client Goods. On request by Client,  SERVICE PROVIDER shall provide additional space or reduce the space provided within the Chamber at the Facility. Prior to accepting delivery of the Goods,  SERVICE PROVIDER shall inspect and examine the Goods randomly to verify that the Goods are not damaged and are as per the specifications intimated by Client and set out in the delivery receipt. accept delivery of only those Goods which have been approved by authorized representative of Client. at the time of taking delivery certify the quantity, weight and quality of Goods delivered in general in accordance with the guidelines of Client. store the Goods delivered at the Facility in accordance with the provisions of this Agreement.  In case of  cold storage maintain a temperature 20C to 40C  and relative humidity (RH) of 65% to 75% in the Chamber during the Term.  SERVICE PROVIDER shall ensure that the variation in the temperature shall not exceed 20C to 40C and (RH) shall always be within the range of 65% to 75%. maintain a two hourly record of temperature and RH maintained in the Chamber during the Term and shall also provide facility of monitoring data loggers over the inter-net. intimate Client in writing any variation in the prescribed temperature level or RH level and forthwith take appropriate steps to correct the deviation in the temperature level or RH. re-deliver the Goods from the Facility, in the quantities and in the manner directed by Client from time to time. Client may, at its sole discretion, engage any third party to take re-delivery of any or all of the Goods and on request by Client,  SERVICE PROVIDER  shall, within two (2) hours of such request, place the applicable Goods for dispatch at the dispatch bay at the Facility.  ensure that the Goods so redelivered are redelivered in the same condition and form as at the time of delivery to  SERVICE PROVIDER at the Facility by or on behalf of Client subject to natural deterioration and such Goods are redelivered to the third party specified by Client. be solely responsible for the Goods at all times when the Goods are in its possession or under its control and shall be solely liable for any loss of or damage to or shortage in the Goods when the Goods are in its possession or under its control.  SERVICE PROVIDER  shall not tamper with the Goods and shall at all times ensure that there is no deterioration in the quality of the Goods and the packaging is not tampered with when the Goods are in its possession or under its control. at all times during the Term, store and handle the Goods with due care and prudence and shall ensure that the Goods are not exposed to any danger including of theft or pilferage.  SERVICE PROVIDER shall take suitable safety precautions to prevent theft or pilferage at or from the Facility.  SERVICE PROVIDER shall depute security guards at the Facility to ensure security thereof and shall arrange to have the Facility locked at all times.  SERVICE PROVIDER shall indemnify and hold harmless Client, its officers, employees, agents and representatives from and against any loss or damage of any kind or nature to the Goods at any time when such Goods are in the possession or control of  SERVICE PROVIDER including loss or damage arising due to negligence of  SERVICE PROVIDER. undertake all necessary documentation associated with receipt, storage, handling and redelivery of the Goods, including inventory and material balance documentation and maintain accurate and up-to date documentation in relation to the Goods in the format desired by Client from time to time. perform all other acts, deeds and things as may be necessary for discharging its obligations under this Agreement or as may be specified by Client from time to time.  SERVICE PROVIDER shall upon execution of this Agreement furnish a “No Objection Certificate” issued by the relevant financial institution, if any outstanding loan amount and or loan installments are pending.  5. TITLE 5.1 Client shall remain the owner of the Goods at all times and in no event shall any right, title or interest in the Goods pass to  SERVICE PROVIDER. 5.2  SERVICE PROVIDER shall not sell, mortgage, hypothecate or otherwise deal in, create security interest over or use any of the Goods in any manner other than as per terms of this Agreement.  SERVICE PROVIDER shall hold the Goods delivered to it by or on behalf of Client in trust as a bailee and shall not, directly or indirectly, create, incur, assume, or permit to be created, incurred or assumed, any claim, lien, charge or encumbrance of any nature whatsoever in favour of a third party over any Goods and shall procure that the Goods remain free from any liens, charges or other security interests and that no person other than Client shall have any claims to title thereon. 6. OBLIGATIONS OF  SERVICE PROVIDER 6.1  SERVICE PROVIDER shall: perform all Services in a professional manner and in accordance with the terms and conditions of this Agreement, Applicable Laws, Applicable Permits, Good Warehousing Practices, directions, guidelines and instructions issued by Client from time to time. obtain, keep valid and subsisting, and comply with the conditions of, all permits, licenses, authorizations and consents as may be required from time to time in respect of Facility, Chamber and infrastructure herein and thereat, and in relation to performance of its obligations hereunder.  make efforts to prevent any delay in the performance of its obligations hereunder and shall work together with Client for the effective and timely provisions of Services.  perform all other activities and services as may be necessary for due and proper performance of its obligations hereunder in accordance with Applicable Laws, and Good Warehousing Practices and  SERVICE PROVIDER shall perform all such activities services as if they were expressly described herein without any additional cost to Client and all such activities and services shall be deemed to be included in the Services to be performed hereunder.  permit Client and / or any person authorized by Client to inspect the Facility, the activities being carried out at the Facility, the Goods and any and all documents and / or books of accounts relating to this Agreement at any time during normal business hours.  maintain, preserve and keep in safe custody any and all records in relation to this Agreement for such periods as may be prescribed under Applicable Laws and as may be required by Client from time to time. at all times during the Term of this Agreement ensure compliance with all Applicable Laws including without limitations any and all health and safety related laws and regulations applicable for maintaining cleanliness and sanitation of the Facility.  SERVICE PROVIDER  shall obtain, keep valid and subsisting at all times during the Term, and comply with the terms and conditions of, all permissions, consents, registrations and authorizations as may be required in respect of the Facility and the infrastructure therein and thereat and for performance of its obligations hereunder (“Applicable Permits”) and shall pay to the relevant Municipal Corporation and / or other authority any and all such taxes, duties, levies and charges as are liable to be paid to own and operate the Facility.  ensure that the Facility is maintained in safe and proper working order and condition at all times during the Term in accordance with guidelines issued by Client from time to time and in accordance with Applicable Laws and Permits.  SERVICE PROVIDER shall ensure that storage and safety conditions at the Facility are in compliance with Good Industry Practices and the Facility is clean and hygienic.  ensure that the Facility is free from any and all encumbrances, liens and charges and that all amounts due, if any, in relation to the Facility are paid on or by their due date and certify in writing that there is no outstanding commitment with regard to the Facility. not store in the Facility, or permit to be stored in the Facility, any goods or products which may adversely affect the Goods including without limitation any goods or products that may emit foul or offensive odour or any inflammable goods.  not store the Goods at any location other than at the Facility without the prior written consent of Client save and except in case of urgency as a safety measures. at its sole cost and expense, maintain the Facilities and necessary furniture, fixtures, facilities, equipment, resources and infrastructure therein and thereat in good and proper working condition and order and shall bear any and all costs and expenses in relation to maintenance and repair and insurance thereof including but not limited to rentals and all applicable municipal and other taxes, duties, levies, charges including water and electricity charges. not use the name of Client in any manner whatsoever either for credit arrangement or otherwise and Client shall not be responsible in any manner whatsoever for any debt or obligation of  SERVICE PROVIDER, its employees or workmen. at all times during the Term ensure uninterrupted supply of electricity at the Facility at its own cost and expense.  SERVICE PROVIDER shall at its own cost and expense ensure that the DG set and inverters are maintained in perfect working condition at all times to ensure uninterrupted power supply. at its own cost and expense, display a board prominently at the Facility premises indicating that Client Goods are stored at the Facility and such Goods are the sole and exclusive property of Client.  shall not store goods of or provide services similar to the Services to any third party at the Facility on terms that are more advantageous than those offered to Client from time to time unless such terms are offered to Client. In the event  SERVICE PROVIDER stores goods or provides services similar to the Services to any third party on more advantageous terms, then from the date of such storage and / or provision of services to the third party,  SERVICE PROVIDER shall store Goods and provide Services to Client at the Facility on such more advantageous terms. 7. INSURANCE  SERVICE PROVIDER shall, in respect of Facility obtain, and keep valid and subsisting at all times during the Term, adequate insurance cover from a reputable insurance company, subject to such minimum sums insured and other provisions as may be prescribed by Applicable Laws, against all risks including without limitation third party risks to persons and properties, fire and explosion risk, comprehensive motor vehicle policy risk, workmen’s compensation or loss or injury to its personnel, loss or damage to the Facility. Immediately upon execution of this Agreement and in any event within three (3) days thereof,  SERVICE PROVIDER shall provide to Client a copy of the insurance policies and evidence of the insurance coverage.   SERVICE PROVIDER shall on request by Client furnish to Client copies of receipts issued by the insurance company in connection with payments of premiums under such insurance policies and copies the renewals, if any, of such insurance policies.  SERVICE PROVIDER shall pay the requisite insurance premiums on or by their due date in accordance with the provisions of the insurance policies and shall deliver to Client evidence of such payments.  Notwithstanding any claim Client may have under any insurance policy taken by it in relation to the Products,  SERVICE PROVIDER shall not be relieved or discharged from any of its obligations hereunder. 8. REPRESENTATIONS AND WARRANTIES 8.1 Each Party represents and warrants that:  (a) it is a company duly and legally organized and validly existing under the laws of India;  (b) this Agreement constitutes its valid and legally binding obligations, enforceable in accordance with its terms; (b)  it has full corporate power and authority to execute and deliver this Agreement in accordance with its terms and to perform all its duties and obligations arising or created under or pursuant to this Agreement and all requisite corporate approvals, as applicable, have been obtained by it prior to the execution of this Agreement; and  (c) the execution of this Agreement and delivery and performance by it of its obligations hereunder do not and shall not violate or conflict in any manner with or result in a breach or default under Applicable Law or any of its duties or obligations under any agreement, understanding or arrangement, written or oral, to which it is a party. 8.2  SERVICE PROVIDER represents and warrants to Client that: (a) it is the occupant and possessor of or otherwise well and sufficiently entitled to the Facility and that it has requisite experience, knowledge, expertise, ability, manpower and infrastructure (and the capability to supplement and augment the same) to perform its obligations under this Agreement; (b) it has apprised itself of all Applicable Laws in so far as the same relates to performance of its obligations hereunder and shall at all times comply with all such Applicable Laws; (c) it has obtained all necessary Permits required for performance of its obligations hereunder and shall comply with the conditions thereof and keep all such Permits valid and subsisting during the Term; (d) the Facility is free from all encumbrances and all dues pertaining to the Facility, statutory or otherwise, have been paid on time.  SERVICE PROVIDER is authorised to receive, store, handle Client Goods at the Facility and re-deliver them in accordance with Client instructions; (e) it shall receive and hold the Goods as a bailee in trust for Client;  (f) it shall provide the Facility and provide Services to Client on a priority basis and on most favoured customer terms, including in respect of price and payment. 9. CONSIDERATION AND TAXES 9.1 As full consideration for provision of the Facility and Services, Client shall pay  SERVICE PROVIDER at the rates and on the payment terms set out in Annexure III  (Payment Terms and Mechanism). The consideration payable by Client to  SERVICE PROVIDER under this Agreement as determined in accordance with Annexure III  shall be: (i) subject to deduction of tax at source in accordance with applicable tax laws of India and (ii) net of all other taxes and duties including without limitation central sales tax, local sales tax, VAT, levies and any other charges of similar nature except otherwise expressly agreed by Parties.  SERVICE PROVIDER shall be solely liable and responsible for bearing and paying all such applicable taxes.  10. PAYMENT TERMS 10.1  SERVICE PROVIDER shall, in respect of the Facility and Services provided in any calendar month, submit an invoice to Client, together with such supporting documents as may be prescribed by Client from time to time, no later than on the seventh day of the immediately following month.  10.2 Client shall make payment of undisputed invoiced amounts within thirty (30) working days of receipt of correct invoice together with all supporting documents. Client shall advice  SERVICE PROVIDER within [30] working days of the date of receipt of the invoice of any disputed amounts in such invoice.  SERVICE PROVIDER shall promptly provide necessary clarifications and / or corrections to Client. Client shall pay the amount due, if any, after resolution or determination of the dispute, within [10] working days of resolution or determination of such dispute in accordance with clause 15. 11. TERMINATION 11.1 This Agreement may be terminated by Client without assigning any reason thereof at any time by giving 30 days prior written notice to  SERVICE PROVIDER.  11.2 Without prejudice to any other rights or remedies available in law or under this Agreement, either Party may terminate this Agreement forthwith on or at any time after the occurrence of any of the events specified herein below: (a) insolvency of the other Party;  (b) material breach of any of the terms or conditions of this Agreement by the other Party which breach is not remedied by such other Party to the satisfaction of the non-breaching Party within three (3) days of notice of the breach; (c) if a petition for winding up of the other Party is decreed in any Court or a resolution is passed for winding-up the business of such other Party or if any receiver, manager, liquidator, administrator or other similar official is appointed to the other Party or a substantial part of the other Party’s property. 12.   EFFECT OF TERMINATION 12.1 Upon termination of this Agreement: unless otherwise directed by Client, forthwith deliver to Client all Products in  SERVICE PROVIDER’s possession or control or in the Chamber or in any other part of the Facility in the same form and condition save and except natural detoriaton as when delivered to it without causing any damage or loss thereto.  both Parties shall be relieved of their respective rights and obligations under the Agreement save such rights, obligations and liabilities which (i) accrued prior to such termination; and (ii) survive termination of this Agreement; Client shall not be liable to make any payment to  SERVICE PROVIDER  other than for Services provided by  SERVICE PROVIDER  till the date of termination hereof save and except any statutory liability arising in future and not part of the present agreement and  SERVICE PROVIDER  shall not be entitled to make any claim on Client for compensation or for loss or damages in respect of goodwill or otherwise save and except their legal claim;  each Party shall forthwith return to the other Party the property of such other Party including, but not limited to, all documentation and Confidential Information including details of future sales plans or models together with any copies thereof or any other documents entrusted to such other Party during the Term and hardware and software relating to this Agreement. 13. CONFIDENTIALITY  13.1  SERVICE PROVIDER shall maintain in confidence, in accordance with the standards of care and diligence that it utilises in maintaining its own Confidential Information, any and all confidential information received by it from Client in connection with or in the course of performance of this Agreement and shall not, and shall ensure that its officers, directors, employees and representatives do not, disclose to any person any Confidential Information of Client, without the prior written consent of Client. 13.2 This clause 13 shall survive expiry or termination of this Agreement. 14. INTELLECTUAL PROPERTY 14.1 Client does not grant to  SERVICE PROVIDER  any right, title or interest in any of its Intellectual Property except as expressly authorised in writing by Client and  SERVICE PROVIDER  shall not have any right, title or interest in the Client Intellectual Property other than the right to use it for purposes of this Agreement for the Term hereof.   SERVICE PROVIDER shall comply with any and all instructions issued by Client in relation to the display of any logo, trademark, copyright or any other Intellectual Property of Client. Upon expiry or earlier termination of this Agreement,  SERVICE PROVIDER shall immediately cease and desist for all times from any use of or reference to Client’s Intellectual Property and shall return to Client copies or materials containing such Intellectual Property.  14.2 Parties hereby acknowledge and confirm that: (a) All Intellectual Property Rights in or relating to the Goods are and shall at all times remain the property of Client and / or its licensors; (b)   SERVICE PROVIDER shall notify Client immediately if  SERVICE PROVIDER becomes aware of any illegal or unauthorized use of any of the Goods or any of the Intellectual Property therein or relating thereto and will assist Client in taking all steps necessary to protect and defend Client rights therein. 14.3 The provisions of this clause shall survive the termination of this Agreement. 15. ARBITRATION 15.1 Any claim, dispute or difference arising out of or in connection with this Agreement or its validity, interpretation, implementation or alleged breach of any of the provisions hereof or any contracts, dealings or transactions pursuant hereto or any rights, obligations, terms or conditions contained in this Agreement or the interpretation or construction of this Agreement or anything done or omitted to be done pursuant to this Agreement, shall as far as possible, be resolved by Parties by mutual consultation.  15.2 If Parties fail to reach agreement by mutual consultation within thirty (30) days after a Party has made a request for mutual consultation or such longer period as the Parties may agree in writing, then in that event the claim, dispute or difference may be referred to arbitration by either Party, to a sole arbitrator appointed by Parties by mutual consent and if Parties are unable to agree on such sole arbitrator within forty five (45) days of expiry of the aforesaid thirty (30) days period, then the dispute may be referred by either Party to arbitration by an arbitration tribunal comprising of three (3) arbitrators, one arbitrator to be nominated by each Party and the two arbitrators so appointed to jointly nominate and appoint the third arbitrator. 15.3 If the two (2) arbitrators appointed by the Parties are unable to agree on the third arbitrator within [  ] days of appointment of the second arbitrator, then either Party may apply to the competent courts of Mumbai, India for appointment of the third arbitrator. 15.4 The arbitration proceedings shall be conducted at ____________. 15.5 The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act. The arbitration proceedings shall be conducted in the English language and the arbitral award shall be in English and shall provide reasons thereof. The award passed by the arbitrator shall be final and binding on the Parties. 16. INDEMNITY AND LIMITATION OF LIABILITY 16.1 Each Party shall indemnify, defend and hold the other Party, and such other Party’s Affiliates and the directors, officers, agents, authorized representatives and employees of each of the foregoing (“Indemnified Parties”) harmless from and against any and all losses, liabilities, demands, actions, claims, suits, proceedings, damages, costs, expenses, including without limitation attorney's fees and costs relating to or arising from or in connection with  bodily injury or death of any person or damage to real and/or tangible personal property, personal injury, caused by the misconduct, breach of this Agreement or negligence of  SERVICE PROVIDER or any other person acting for or on behalf of  SERVICE PROVIDER. resulting from a breach of any obligation, warranty, representation, covenant or any other provision of this Agreement by  SERVICE PROVIDER. any loss of or damage to Products. 16.2 In no event shall Client and its Affiliates aggregate liability to  SERVICE PROVIDER and its Affiliates in connection with this Agreement, however caused, exceed in the undisputed amount payable by Client for Services provided by  SERVICE PROVIDER under this Agreement. 16.3 In no event shall Client be liable to the  SERVICE PROVIDER for any punitive, exemplary, special, indirect, incidental or consequential damages [including but not limited to, lost profits, lost business opportunities, loss of use or equipment down time) arising out ofor relating to this Agreement, regardless of the legal theory under which such damages are sought.  Any claim made by  SERVICE PROVIDER hereunder must be made in writing and presented within one (1) year from the date on which the breach occurred, in respect of which the claim is made. Failure of the  SERVICE PROVIDER to make such a claim shall be deemed to have waived such a claim.  17. LIQUIDATED DAMAGES 17.1 Without prejudice to any other rights or remedies available to Client under this Agreement or in law, if  SERVICE PROVIDER  fails to take delivery of or re-delivery of any Goods on the date and at the time specified by Client in accordance with this Agreement,  SERVICE PROVIDER  shall be liable to pay to Client, as ascertained and agreed, liquidated damages not amounting to penalty, of an amount equivalent to [ ] % of the agreed service charges of the  Goods of which delivery was not taken or re-delivered by  SERVICE PROVIDER  on the date and the time so specified, for each day of delay or part thereof  17.2 Client may, at its sole discretion and without prejudice to its right to recover any or all of the liquidated damages by any other method of recovery, deduct the amount of such liquidated damages from any monies due or which may become due to  SERVICE PROVIDER. 17.3 The payment or recovery of liquidated damages in accordance with this clause 17 shall not relieve  SERVICE PROVIDER from any of its obligations or liabilities under this Agreement. 18. NOTICES All notices, requests, consents, waivers or other communication required or permitted hereunder shall be in writing and shall be deemed properly served: (i) if delivered by hand and received by an authorized employee or officer of the Party, (ii) three (3) days after being given to an internationally reputed courier with a reliable system for tracking delivery, (iii) upon receipt of confirmation receipt when sent by facsimile; or (iv) fourteen (14) days after the date of dispatch by certified or registered mail, postage prepaid, return receipt requested; (v) when sent by electronic mail upon confirmation of delivery thereof. All notices and other communication shall be dispatched to the following addresses of the Parties: In case of Client  In case of  SERVICE PROVIDER  Attn.:   Attn.:  Address:  Address:  Fax No.:  Fax No.:  E-mail:  E-mail:  19. RELATIONSHIP This Agreement is on a principal–to-principal basis and nothing in this Agreement shall create any association, partnership, joint venture or relationship of principal – agent or employer-employee relationship between the Parties hereto, it being understood that the parties hereto are with respect to each other independent contractors, and neither party shall have any authority to bind the other or the other’s representatives in any way and shall not represent to any third party that it has such authority nor will either party enter into any contract, make any representation, give any warranty or incur any liability on behalf of the other party.   SERVICE PROVIDER shall be solely responsible for payment of all compensation owned to its employees, as well as employment related taxes.   SERVICE PROVIDER shall maintain appropriate workers’ compensation for its employees as well as general liability insurance.  SERVICE PROVIDER shall observe and be liable under the Applicable Laws including labour and industrial laws and any other similar enactment or amendment in respect of such persons employed/engaged by the  SERVICE PROVIDER, including any accident, injury sustained by any persons and/or loss of life and limb of any person employed by the  SERVICE PROVIDER for performance of its obligations hereunder.   SERVICE PROVIDER shall indemnify the Client and hold it harmless against any claims or demands made by  SERVICE PROVIDER’s employees or sub-contractors or their employees against Client or its employees, to the extent of the  consideration value on any ground whatsoever. 20. FORCE MAJEURE  20.1 Neither Party shall be responsible or liable for any delay or failure in performance by it of its obligations hereunder, if such delay or failure is due to act of God namely declared war, hurricane, flood, cyclone, terrorism, or any order of any Governmental or statutory authority. 21. ASSIGNMENT  21.1 This Agreement shall not be assigned either fully or in part by any Party hereto to any third party without the prior consent, in writing, of the other Party, provided however that, Client shall be entitled to assign any or all of its rights or obligations hereunder to any of its Affiliates without any requirement of consent of  SERVICE PROVIDER . 22. ENTIRE AGREEMENT AND AMENDMENTS 22.1 This Agreement shall be final and binding on the Parties and it constitutes the entire understanding between Parties in respect of the subject matter hereof and supersedes all prior negotiations, discussions and/or documents exchanged between Parties. This Agreement or any renewal thereof shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by authorized representatives of both Parties.  23. GOVERNING LAW, JURISDICTION AND LANGUAGE 23.1 This Agreement shall be interpreted and construed exclusively in accordance with the laws of _______________ and subject to clause 15, parties agree to submit to the exclusive jurisdiction of competent courts in _________________.  23.2 The language to be used in connection with this Agreement shall in all cases be the English language. 24. WAIVER  24.1 No failure or delay on the part of either Party in the exercise of any right, power, privilege or remedy provided under this Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other Party to this Agreement nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in this Agreement (all of which are several and cumulative and are not exclusive of each other) or of any other rights or remedies otherwise available to a Party at law or in equity. Waiver, if any, has to be in writing by authorized personnel of the respective Party. 25. SEVERABILITY  25.1 If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or un-enforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Parties hereby agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. 26. SET OFF 26.1 Client shall be entitled to set off or retain out of any monies which may be or become due to  SERVICE PROVIDER from Client under this Agreement, any amounts owed to Client by  SERVICE PROVIDER. 27. CUMULATIVE REMEDY 27.1 No right or remedy made available to Client under or pursuant to this Agreement is intended to be exclusive of any other right or remedy provided to Client hereunder or available under Applicable Law, or in equity or under contract or otherwise. 28. COUNTERPARTS This Agreement may be executed in any number of counterparts, and each of said counterparts shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, Parties hereto have caused this Agreement to be duly executed as of the Effective Date, such Parties acting by their officers, being thereunto duly authorized. Client  SERVICE PROVIDER Signature: Signature: Name:                                                          Name: Title: Title: Date: Date: In the presence of:: In the presence of:   Annexure I Description of Facility Annexure II Description of Chamber Annexure III Payment Terms and Mechanism SERVICE PROVIDER shall raise its invoice on Client for Services provided under the following heads:   Storage fees  Reimbursement for unloading and loading charges Other charges

NONDISCLOSURE AGEREMENT This agreement is made at _______(City) on this ____ day of ______(Month)______(Year)   BY AND BETWEEN ____________________________ a registered company having its office at _____________________________ (hereafter referred to as the “website” ) AND ____________________________ a registered company/individual  having its office at _____________________________ (hereafter referred to as the “Vendor” )    WHEREAS, the above parties acknowledge that in order for each party to evaluate a business relationship with the other, it may be both necessary and desirable for each party to exchange or release to the other information that the disclosing party considers confidential and/or proprietary. AND WHEREAS the party of the first part the “Website” is the owner of the website and has engaged the party of the second part the “Vendor” for providing services in respect to the website. AND WHEREAS Both Website and Vendor together referred to as the “Parties”    NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, the parties hereto agree as follows: “Confidential Information” shall mean any invention, product, process, apparatus or design of either party or any knowledge or information with respect thereto or any other trade knowledge of either party (including without limitation business methods, processes, operating techniques, “know how”, customer and supplier information, and short-term and long-range sales and product plans), and all drawings, disclosures, designs, data, reports, calculations, models, component parts, patent applications or the like of any kind relating in any way to the business of either party, and which is conspicuously identified by the disclosing party as “Confidential”. “Confidential Information” shall also include any non-written information disclosed by either party to the other if the disclosing party reduces such information to writing, conspicuously identifies it as “Confidential” and sends it to the other party within thirty (30) days of disclosure. Confidential Information, whether written or non-written, disclosed by either party prior to the execution of this Agreement shall be deemed subject to its terms if the disclosing party reduces such information to writing, conspicuously identifies it as “Confidential”, and sends it to the other party within thirty (30) days of initial disclosure. Each party agrees to hold all Confidential Information of the other in the strictest confidence, utilizing the same degree of protective care that normally prudent business associates would use to protect the confidence of their own confidential and/orProprietary information. Neither party shall, directly or indirectly, reveal, report, publish, disclose or otherwise transfer any Confidential Information of the other to any person or entity or utilize any Confidential Information of the other for any purpose at any time except as the disclosing party may expressly authorize in writing prior to any such revelation, report, publication or disclosure. Each party shall take any and all appropriate steps to impose the obligations of this Agreement on its employees or agents. However, nothing herein shall prevent a party from disclosing Confidential Information to an employee of its parent corporation or any other corporation under common ownership and control; providing said employees are informed or the confidential nature of the information and further provided that each party shall be liable for any violation of the provisions of this agreement that occur as the result of the conduct of any employee of the parent or any employee of a company under common ownership and control. Neither party’s disclosure of any Confidential Information to the other shall be construed by implication or otherwise to convey any rights under any patents, patent applications, trade secrets or any other proprietary rights of the disclosing party or to grant any license to the receiving party relating to such Confidential Information. Neither party shall commercialize, embody in any of its products or exploit in any way whatsoever any Confidential Information disclosed to it by the other without the prior written consent of the disclosing party. For purposes of this Agreement, the nondisclosure provision hereof shall not apply to any information that is: (a) in the public domain; (b) disclosed with the prior written approval of the disclosing party; (c) previously and independently developed by the receiving party, provided that the receiving party can provide reasonable written proof of this development; or (d) subsequently received by the receiving party from a third party not under an obligation of confidentiality to the disclosing party. Each party understands and agrees that monetary damages will not provide sufficient relief to the other for any breach of this Agreement and that the non-breaching party is entitled to specific performance and/or injunctive relief against the breaching party as remedies for any such breach. Such remedies are not the exclusive remedies for a breach of this Agreement, but are in addition to any and all other remedies available at law or equity. This Agreement shall remain in full force and effect for a period of five (5) years following the date hereof unless it shall be canceled or superseded by written mutual consent of the parties or until the Confidential Information comes within the public domain, without the direct or indirect violation by either party of the terms of this Agreement, whichever comes first. Each party shall immediately return to the other all Confidential Information or portions thereof in its possession or control upon the earliest of the  termination of this Agreement, or  breach of any obligation of this Agreement by either party, or  request of the other party. The parties understand and agree that this Agreement does not constitute a binding obligation or either party with respect to the implementation, design, manufacture, sale and/or construction of any materials or components of either party. This Agreement constitutes the entire understanding between the parties with respect thereto. This Agreement may be modified only in writing signed by a duly authorized representative of each party. This Agreement is personal to each party and may not be assigned or transferred without the prior written consent of the other. This Agreement shall inure to the benefit and shall be binding upon the parties hereto and their respective legal representatives, successors and permitted assigns. It is further understood that the failure or delay by either party in exercising any right, power or privilege hereunder shall not operate as a waiver thereof, preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder. Any notice, request, demand or other communication required hereunder shall be in writing and deemed to have been fully given upon receipt if personally delivered or if mailed via certified mail, return receipt requested, postage prepaid, or the next day if sent via facsimile or overnight mail, at the address first listed above or at any other address given by any party in writing to the other party. Governing Law & Arbitration This Agreement shall be governed by the laws of India.  The Courts in Mumbai shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai. The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. If any part of this Agreement shall be held invalid, illegal and/or unenforceable, it shall be deemed separable and the remainder of this Agreement shall continue in full force and effect, and in lieu of such invalid, illegal and/or unenforceable provision there shall automatically be added as part of this Agreement a provision as similar in terms to such invalid, illegal and/or unenforceable provision as may be possible which is valid, legal and enforceable. IN WITNESS WHEREOF the parties hereto have set their respective hands, Seal on the day, month and year first hereinabove written. WEBSITE VENDOR By:__________________________ By:_______________________________ Title: ________________________ Title:______________________________ Date:_________________________ Date:______________________________ Download Word Document In English. (Rs.60/-)

Mutual Cancellation of Lease Comes now the Landlord, ______________________________________, and the Tenants, __________________________________________________________________ __________________________________________________, and do hereby agree that the rental agreement for unit _____________, entered into by the parties, for the property located at ___________________________________________________________________________ ______________________________________________________________, will be mutually terminated, and the tenancy will end by operation of law, with no further notice required by either party at midnight on _______________________.   The tenants agree to vacate the property on or before the above termination date, and, if they fail to vacate the unit in a timely manner, that eviction proceedings will be started immediately.   The terms of this notice shall not be changed unless any such changes are in writing and signed by all parties to this agreement.   By:  _________________________ ________________         Agent for Landlord Date _________________________ ________________ Tenant Date _________________________ ________________ Tenant Date _________________________ ________________ Tenant Date _________________________ ________________ Tenant Date Download Word Document In English. (Rs.15/-)

AFFILIATE PROGRAM AGREEMENT Download Word Document In English. (Rs.50/-) The Affiliate Program Agreement (referred as the “Agreement”) is entered and made effective on [INSERT COMPLETE DATE OF THE EFFECTIVITY OF THE AGREEMENT]  (referred to as the “Effective Date”). BY AND BETWEEN [INSERT THE NAME OF THE COMPANY]   (referred to as the “Company”) a [INSERT THE TYPE OF BUSINESS OF THE COMPANY, EX. CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP]  duly formed under the [SPECIFY UNDER WHAT LAW THE ENTITY IS REGISTERED]  and the primary place of business is located at [INSERT THE COMPLETE LOCATION OF THE COMPANY, INCLUDING ITS CITY, STATE AND ZIP CODE] . AND [INSERT THE AFFILIATE COMPANY’S NAME]  (referred to as the “Affiliate Company”) a [INSERT THE TYPE OF BUSINESS OF THE AFFILIATE COMPANY, EX. CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP]  duly formed and under the [SPECIFY UNDER WHAT LAW THE ENTITY IS REGISTERED]  and the primary place of business is located at [INSERT THE COMPLETE LOCATION OF THE COMPANY, INCLUDING ITS CITY, STATE AND ZIP CODE] . The Company and the Affiliate Company are hereby referred to as the “Parties” in this Affiliate Program Agreement. WHEREAS: That the Company is a Company that is engaged in [INSERT THE INDUSTRY OF THE COMPANY] . The Company wishes to tie up with an affiliate Company in order to [INSERT THE REASON WHY THE COMPANY WANTS TO TIE UP WITH THE AFFILIATE COMPANY] . The Affiliate Company is an entity which provides [INSERT THE NATURE OF SERVICES OF THE AFFILIATE COMPANY] . That the Company wishes to tie up with the Affiliate Company for [INSERT THE REASON WHY THE COMPANY WANTS TO TIE UP WITH THE AFFILIATE COMPANY] . The Company wants to make a deal with the Affiliate Company. The Affiliate Company sets its business terms and conditions. Both parties have come into terms for this Affiliate Program Agreement. NOW, THEREFORE, with consideration to the mutual covenants and promises of the parties stipulated herein on this Affiliate Program Agreement, the Parties hereby adhere to the following: TERMS AND DEFINITIONS The following are the terms used in this Agreement including their definitions and corresponding interpretations: Affiliate Company - shall mean a Company which is attached or is connected to another Company in order to carry out a specific task. Scope of Work - shall mean the entirety of all the services to be rendered by both parties. It would also mean the specific duties of the Affiliate Company and the Company. Schedule - shall mean the time frame of the work to be performed by both parties. Delivery - shall mean the turnover of the work or executing or performing the specific duty or task to the other party. Variations - shall mean any modifications made and or any amendments made into this Agreement. Specifications - shall mean the details incorporated in the work by the parties. Intellectual Property Rights - shall mean the trademark, copyright or patent owned by either the Company or the Affiliate Company. Period - shall mean the time frame of this agreement or the time schedule of any payment made by either party. OVERVIEW This Affiliate Program Agreement is drafted and created by both [INSERT THE NAME OF THE COMPANY]  and [INSERT THE NAME OF THE AFFILIATE COMPANY]  in regard to the agreed conditions and subject of the photography services. This Affiliate Program Agreement is also drafted and created by both parties in order to formalize the terms and conditions of both parties. In case of breach of this Affiliate Program Agreement, the party that is liable will be subject to the conditions of this Agreement. Therefore, this Affiliate Program Agreement will be regarded as the binding law of the parties NATURE OF BUSINESS AGREED BY BOTH PARTIES The Company and the Affiliate Company agree to adhere to the provisions of the Affiliate Program Agreement on the following nature of products and or services agreed: That the Affiliate Company is an expert in the field of [INSERT THE SPECIFIC INDUSTRY OF THE AFFILIATE COMPANY]  and is giving support and assistance to [INSERT THE NAME OF THE COMPANY]  in order to [INSERT THE REASON WHY THE COMPANY NEEDS THE AFFILIATE COMPANY] . The Affiliate Company may provide expert and intellectual suggestions to the Company in order to carry out such tasks. The Affiliate Company’s role is to coordinate with the Company in order to carry out successfully the [INSERT THE REASON WHY THE COMPANY NEEDS THE AFFILIATE COMPANY] . The execution or the performance of the work must be done in the place that is specified on this agreement which is located at [INSERT COMPLETE LOCATION INCLUDING ITS CITY, STATE AND ZIP CODE] . Communication is the key in the success of this Affiliate Program Agreement. DUTIES AND RESPONSIBILITIES OF [INSERT THE NAME OF THE COMPANY] The following are the duties and responsibilities of [INSERT THE NAME OF THE COMPANY] : The Company is responsible with communicating to the Affiliate Company any specifications of the job or work to be performed. The Company is responsible with communicating to the Affiliate Company any details that shall be incorporated to the work done. The Company shall be responsible in approving and or denying any suggestions given by the Affiliate Company. The Company shall be responsible in paying the Affiliate Company a just compensation. The Company shall be responsible in paying the Affiliate Company on a timely basis. DUTIES AND RESPONSIBILITIES OF THE [INSERT THE NAME OF THE AFFILIATE COMPANY] The following are the duties and responsibilities of [INSERT THE NAME OF THE AFFILIATE COMPANY]  which he should adhere: The Affiliate Company who is an expert in this field of [INSERT THE NAME OF THE INDUSTRY]  shall make suggestions to the Company in order to execute [INSERT THE REASON WHY THE COMPANY NEEDS THE AFFILIATE COMPANY] . The Affiliate Company shall be responsible in communicating any issues that may arise during the course of executing this Affiliate Program Agreement. The Affiliate Company shall be responsible in educating the Company on the pros and cons of some certain actions that will be executed. Compensation For this Affiliate Program Agreement, the Company agrees to compensate the Affiliate Company of the work and services delivered for the total amount of [INSERT COMPENSATION AMOUNT]  on [INSERT THE COMPLETE DATE WHEN THE COMPANY SHOULD PAY THE AFFILIATE COMPANY] . The Payment of the Company to the Affiliate Company will be subject to other changes and or agreement by the parties. Payment In paying the Affiliate Company on the fees due, the Company must consider the following: The Affiliate Company must send an invoice with its corresponding terms and conditions to the Company on [INSERT WHEN THE AFFILIATE COMPANY SHOULD SEND AN INVOICE TO THE COMPANY] . Within [INSERT THE PERIOD WHEREIN THE COMPANY MUST PAY THE AFFILIATE COMPANY]  after receiving the invoice from the Affiliate Company, the Company must pay the Affiliate Company not later than [INSERT HOW MANY DAYS THE COMPANY IS ALLOWED TO PAY THE AFFILIATE COMPANY] . In instances wherein the Company shall incur delay in paying the Affiliate Company, a penalty of [INSERT THE AMOUNT OF THE PENALTY LEVIED IN THIS AGREEMENT]  must be paid. In paying the fee to the Affiliate Company, the payment may be made through; (a) Check - provided that the check is not postdated, in the instance that the check is postdated, the Company must inform the Affiliate Company first and the Affiliate Company must give its acknowledgement to the Client; (b) Cash - which can also be understood as bank transfer if the amount is huge and as agreed by the parties and or Cash delivered to the Affiliate Company. It is to be understood that bonds and trust deposits are not considered as payment by the Company to the Affiliate Company. The payment of a penalty if there is any, shall form part of the next payment of the Company to the Affiliate. If there are any expenses incurred other than the stipulated services in the course of business by both Parties, the other expenses will be shouldered by [INSERT THE PARTY WHICH WILL BEAR ALL THE OTHER EXPENSES INCURRED IN RUNNING THE BUSINESS] .  TAXES During the course of the Affiliate Program Agreement between the Company and the Affiliate Company, the [INSERT THE PARTY WHO WILL PAY THE TAXES INCURRED IN THE COURSE OF THE BUSINESS]  will pay the imposed taxes. DELIVERY OF THE WORK AND OTHER SERVICES     Both Parties must be able to deliver to the other what is due. Both parties must be able to deliver the work and other services required within the time frame set. The time schedule as stipulated is [INSERT THE TIME FRAME OF THE PARTIES FOR ANY PRODUCT OR ANY SERVICES THAT THEY HAVE TO DELIVER TO THE OTHER PARTY] . In the event there is a delay in the performance of the task, the following measures are to be followed: A notification of the delay will be delivered to either party who caused the delay. A response within [INSERT HOW MANY DAYS MUST BE RESPONDED BY THE PARTY WHO CAUSED THE DELAY]  must be sent to the party who gave the notification. If the Company caused the delay in paying the Affiliate Company of the just compensation and any other charges, in addition to what is due, the Company must pay the imposed penalty. If the party who caused the delay will not respond within the time specified, the act will be considered as in default and legal actions may commence. TERM AND TERMINATION TO THIS AGREEMENT     This Agreement will have a term of [INSERT NUMBER]   [INSERT PERIOD]  starting from the Effective Date mentioned. Within the term, all the stipulations on this Agreement shall continue to take effect up until the term ends or any of the Party seeks earlier termination of this Agreement. The following circumstances will be considered by the Parties as reasonable causes for the termination of this Agreement earlier than the expected date of termination: The Affiliate Program Agreement shall be terminated in the event that one party will cease in continuing such. The Affiliate Program Agreement shall be terminated in the instance when one party provides fraudulent documents to the other party, deceiving the other party in order to do such work. The Affiliate Program Agreement shall be terminated when an Act of God or Act of man is happening and that neither party will be able to carry out such tasks assigned to them. The Affiliate Program Agreement shall be terminated in the instance that one party failed to carry out its task. The Affiliate Program Agreement shall be terminated in the instance that there is an impossibility of carrying out the respective obligations of the Company and of the Affiliate Company. Once this Contract is terminated, the Company is obliged to complete the payment of the compensation to the Affiliate Company for all the services and products delivered up to the termination date of this Contract. RENEWAL OF THE AFFILIATE PROGRAM AGREEMENT     In the automatic renewal of this Agreement, the following measures are to be taken by the Parties: A negotiation must take place between the Affiliate Company and the Company. An assessment must be made prior to the renewal of the Contract. If the assessment is within the expectation of both parties, parties may already draft a new contract for its renewal or a continuation of the existing contract. In the event one of the measures is not performed by either Party, the Affiliate Program Company will not be renewed. CONFIDENTIALITY AND NON-DISCLOSURE Unless otherwise agreed to in advance and in writing, both Parties will not disclose, share, publish, assign, or sell any confidential Information to any third party about the business that they are engaged in and any confidential information of the other party. The Parties of this Affiliate Program Agreement are the only entities entitled to the use of the information provided and shared through this Agreement. REPEALING CLAUSE In the event that there are changes made to this Affiliate Program Agreement, either Party who made the changes must provide the variations in writing and notify the other party for [INSERT HOW MANY DAYS THE NOTIFICATION WILL LAST] . Any changes made verbally will not be honored but will retroact to the original provisions to this Affiliate Program Agreement. WARRANTIES AND DISCLAIMERS [INSERT THE NAME OF THE AFFILIATE COMPANY]  warrants the following for this Agreement: The work and other services rendered by the Affiliate Company to the Company are from the originality and system of the Affiliate Company. The products and other equipment used in doing the work and other services are genuine and is authenticated by the Affiliate Company. The work and other services being delivered by the Affiliate Company to the Company is only between the parties and that there is no other third party involved in the creation of such. The Affiliate Company warrants that it would not infringe any other rights of other parties.  INTELLECTUAL PROPERTIES The Parties are in agreement that the [INSERT THE NAME OF THE PARTY WHO WILL OBTAIN THE INTELLECTUAL PROPERTY RIGHTS]  shall obtain all the Intellectual Property rights of the products and or services being produced by [INSERT THE NAME OF THE PARTY WHO PRODUCES SUCH WORKS]  including, but not limited to, the rights on copyright and trademark. LIMITATION OF LIABILITY Neither the [SPECIFY THE NAME OF THE COMPANY]  nor the [SPECIFY THE NAME OF THE AFFILIATE COMPANY]  or any party who had a hand in the production and the delivery of the products and or services will be liable for any incidental, indirect, or consequential damages resulting from or relevant to the performance, the use or the inability thereof on the products and or services created and delivered. [INSERT OTHER INFORMATION AS TO THE LIABILITY OF THE PARTIES AND THE LIMITATION AGREED UPON BY THE PARTIES] . INDEMNIFICATION The [INSERT THE NAME OF THE PARTY WHO WILL INDEMNIFY]  concedes to indemnify, protect and to defend the [INSERT THE NAME OF THE OTHER PARTY]  against any damages, claims, lawsuits and costs that may arise pertaining to the products and or services which include legal fees as a result of the any act that may be done by [INSERT THE NAME OF THE RESPONSIBLE PARTY] . RELATIONSHIP OF THE PARTIES The Parties are independent contractors of one another and are not in any way connected with each other in terms of employment relations. Either Party cannot claim any benefits that a normal employee may enjoy. It is also understood that this Affiliate Program Agreement is not in any way a joint venture. FORTUITOUS EVENTS     Either Party shall be excused from any delay or failure in performance required if caused by reason of acts of God such as fire, floods, earthquake, typhoons, hurricanes and other acts of nature and if the failure of performance is caused by the reason of acts of man such as war, riots, revolution and other circumstances and or events that though may be foreseen no human being can control or stop the event from happening. The obligation of the Parties are extended on a day to day basis for the time period equal to the existence of such events. When such circumstances have stopped, normal business will resume. ASSIGNMENT OF RIGHTS Both [INSERT THE NAME OF THE COMPANY]  and [INSERT THE NAME OF THE AFFILIATE COMPANY]  are not authorized to assign or to transfer any of its rights or obligations as specified on this Agreement to any third party without the consent and the approval of the other. NOTICES     All the written notices, requests, or demands that is necessary for this Contract shall be delivered to the requesting or the demanding party through [INSERT METHODS OF DELIVERY AS AGREED UPON BY THE PARTIES OF THIS AGREEMENT] . Notices to be delivered must be registered and/or certified first before the delivery is made. Deliver the notices to the addresses specified at the start of this Agreement. GENERAL AGREEMENT This Agreement and all documents and information enclosed herein make up the whole agreement between the [INSERT THE NAME OF THE COMPANY]  and the [INSERT THE NAME OF THE AFFILIATE COMPANY]  as regards the subject of this Agreement. Any other agreements, representations and warranties made by the parties before or after the creation of this Agreement will be deemed insignificant and non-existent making this Agreement the only document to be referenced herein by the parties. SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name)  shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. SEVERABILITY Should any provision of this Affiliate Program Agreement be held to be illegal, invalid or unenforceable, such provisions may be terminated or may be modified by the competent court. The remaining part will still take effect and shall remain in full force and shall be construed in accordance with the modified provision. IN WITNESS WHEREOF, and with the intention to be legally bound with each other, the appearance of the signature of both parties will render the acceptance of the terms and conditions of this Affiliate Program Agreement. BY THE COMPANY: Signature: [INSERT THE SIGNATURE OF THE POINT PERSON OF THE COMPANY] Name: [INSERT THE NAME OF THE POINT PERSON] Position: [INSERT THE POSITION OF THE POINT PERSON IN THE COMPANY] BY THE AFFILIATE COMPANY: Signature: [INSERT THE SIGNATURE OF THE POINT PERSON OF THE AFFILIATE COMPANY] Name: [INSERT THE NAME OF THE POINT PERSON] Position: [INSERT THE POSITION OF THE POINT PERSON IN THE AFFILIATE COMPANY] BY THE WITNESSES: Signature: [INSERT THE SIGNATURE OF THE WITNESS] Name: [INSERT THE NAME OF THE WITNESS] Position: [INSERT THE POSITION OF THE WITNESS]

PROJECT MANAGEMENT AGREEMENT THIS PROJECT MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as by and between <> (“Company”), and <> (“Project Manager”). R E C I T A L S WHEREAS, the Company is in the business of purchasing lots, building properties, and reselling those properties to low-income home buyers (the “Project”). WHEREAS, the Company desires to appoint the Project Manager to provide certain services for the Company with respect to overseeing the development of the Project until all development work is completed and Project Manager desires to accept such appointment; NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:  1. Appointment. The Company hereby appoints the Project Manager to render services to the Company, and confirms and ratifies the appointment of the Project Manager with respect to services rendered for the Company to date, in supervising and overseeing the development of the Project as herein contemplated.  2. Authority. The Project Manager shall have the authority and the obligation to perform the services described in Paragraphs 3, 4, 5 and 6 below. Project Manager’s services shall be performed in the name of and on behalf of the Company.  3. Acquisition of Property (a) Identify properties suitable for acquisition (b) Assist the Company in entering into purchase contracts for the properties identified (c) Assist the Company in closing on the purchases  4. Pre-Construction. The Project Manager shall perform all of the following services: (a) When required for particular properties, prepare or obtain an environmental impact assessment of the proposed development. (b) Choose the products and materials necessary to equip the Project in a manner consistent with its intended use. (c) If appropriate, prepare pre-qualification criteria for bidders interested in the Project, establish bidding schedules and conduct pre-bid conferences to familiarize bidders with the bidding documents and management techniques with any special systems, materials or methods. (d) Assist the Company in dealing with local organizations, adjoining landowners and other parties interested in the development of the Project. (e) Secure all necessary land use approvals. (f) Select the architect (“Architect”) and other professional advisors. (g) Negotiate and cause to be executed in the name of the Company, agreements for architectural, engineering, testing or consulting services for the Project. (h) Negotiate and determine the terms of construction financing. (i) For particular properties, prepare a preliminary critical path schedule.  5. Plans and Specifications. The Project Manager shall perform the following services: (a) Coordinate the preparation of the plans and specifications (the “Plans and Specs”) for particular properties and recommend alternative solutions whenever design details affect construction feasibility or schedules. (b) Ensure that the Plans and Specs are in compliance with all applicable codes, laws, ordinances, rules and regulations. (c) In collaboration with the Architect, establish and implement procedures for expediting the processing and approval of shop drawings and samples.  6. Construction Services. The Project Manager shall perform the following services: (a) Establish and implement appropriate administrative and financial controls for the construction of the Project, including, but not limited to:  i. Coordination and administration of the Architect or engineer, the general contractor and other contractors, professionals and consultants employed in connection with the Construction or rehabilitation of the Project;  ii. Administration of any Construction contracts on behalf of the Company;  iii. Participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and Construction procedures;  iv. The rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;  v. The submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Project;  vi. Applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful Construction of the Project;  vii. Compliance with all terms and conditions applicable to Company or the Project contained in any governmental permit or approval required or obtained for the lawful Construction of the Project, or in any insurance policy affecting or covering the Project, or in any surety bond obtained in connection with the Project;  viii. Furnishing such consultation and advice relating to the Project as may be reasonably required;  ix. Keeping the Company fully informed on a regular basis of the progress of the design and Construction of the Project, including the preparation of such reports as are provided for herein or as may reasonably be requested; and  x. Giving or making Company’s instructions, requirements, approvals and payments provided for in the agreements with the Architect, general contractor, and other contractors, professionals and consultants retained for the Project. (b) Cause Construction of the Project to be performed in a diligent and efficient manner, consistent with good workmanship, including:  i. Obtain required building permits;  ii. Ensuring all Construction is consistent with the Plans and Specs, including any required off-site work, as they may be amended with consent of any Lender; and  iii. General administration and supervision of Construction of the Project, including but not limited to activities of subcontractors and their employees and agents, and others employed by the Project in a manner which complies in all respects with the Plans and Specs;  iv. Compliance with any and all zoning regulations, county ordinances, including health, fire and safety regulations, and any other requirements of federal, state and local laws, rules, regulations and ordinances applicable to Construction of the Project; and  v. Insuring that the Project is constructed free and clear of all mechanics’ and materialmen’s liens. (c) Receive bids, prepare bid analysis and make recommendations to the Company for award of contracts or rejection of bids. (d) Investigate and recommend a schedule for purchase by the Company of all materials and equipment requiring long lead time procurement. (e) Coordinate schedule with Architect and expedite and coordinate delivery of purchases. (f) Develop and implement a procedure for the review and processing of applications by subcontractors for progress and final payments and monitor disbursement and payment of amounts owed Architects and the subcontractors. (g) Record the progress of the Project and submitting written progress reports to the Company and Architect, including the percentage of completion and the number and amounts of change orders. (h) Keep, or cause to be kept, accounts and cost records as to the Construction of the Project; assemble and retain all contracts, agreements and other records and data as may be necessary to carry out Project Manager’s functions hereunder. (i) Make available to the Company, during normal business hours and upon the Company’s written request, copies of all material contracts and subcontracts. (j) Provide, and periodically update, Project Construction time schedule which coordinates and integrates Architect’s services with Construction schedules. (k) Coordinate the work of Architect to complete the Project in accordance with the objectives as to cost, time and quality, and provide sufficient personnel at the Project with authority to achieve such objectives. (l) Provide a detailed schedule of realistic activity sequences and durations, allocation of labor and materials and processing of shop drawings and samples. (m) Provide regular monitoring of the schedule as Construction progresses, identify potential variances between scheduled and probable completion dates, review the schedule for work not started or incomplete, recommend to the Company adjustments in the schedule to meet the probable completion date, provide summary reports of such monitoring, and document all changes in the schedule. (n) Recommend courses of action to the Company when requirements of subcontracts are not being fulfilled. (o) Revise and refine the approved estimate of Construction cost, incorporate changes as they occur, and develop cash flow reports and forecasts as needed. (p) Provide regular monitoring of the approved estimate of Construction costs, show actual costs for activities in process and estimates for uncompleted tasks, identify variances between actual and budgeted or estimated costs and advise the Company whenever projected costs exceed budgets or estimates. (q) Develop and implement a system for review and processing of change orders as to Construction of the Project. (r) Deliver to the Company a dimensioned as-built ALTA/ACSM Survey of the real property (locating only buildings) and as-built drawings of the Project Construction. (s) Obtain an Architect’s certificate that the work on the Project is substantially complete, and inspect the Architect’s work. (t) Secure all building code approvals and obtain Certificates of Occupancy for all of the residential units of the Project. (u) Take all other actions necessary to provide the Company with a facility ready for lease to tenants. (v) Maintain, or cause to be maintained, at its expense, all office and accounting facilities and equipment necessary to adequately perform the foregoing functions.  7. Other Services. The Project Manager shall to perform the following services pursuant to this Agreement: (a) Locate, evaluate the suitability of, negotiate the purchase or lease of, or arrange the financing for the land on which the Project is to be located. (b) Perform or assist in the marketing or leasing of units in the Project. (c) Environmental processing, construction management, and marketing, counseling, and home buyer education  8. Compensation.   (a) The Project Manager will be receiving CHDO funds directly from the City of _____ to be used, in part, to compensate it for some of the expenses that it has incured in providing the services called for under this Agreement. If economically feasible the Company shall include a line-item within the development budget of the individual properties in an amount to be mutually agreed upon by the parties to be used as additional compensation to pay for the services provided by the Project Manager for that property (b) The Project Manager shall receive the following additional compensation for each house  i. Environmental Processing: $500   ii. Construction Management: $5,000  iii. Marketing/Counseling/Education: $5,150  9. Reimbursement of Company Expenses. In addition to the Fee payable herein, the Project Manager shall receive reimbursement from the Company for any costs, fees or expenses paid to third parties and incurred in connection with the construction and development of the Project, including, without limitation of the generality of the foregoing, payments to any third party constructor for construction, engineering, appraisal market study, surveying or similar services and payments of any cash escrows or letters of credit, attorneys fees, accountants fees, or other consulting fees incurred in connection with the Project.  10. Fee Unconditional. It is expressly understood and agreed by the parties hereto that the Fee and the reimbursement of costs incurred by the Project Manager in connection with the development of the Project shall be payable without regard to the income or profits of the Company.  11. Withholding of Fee Payments. In the event that (i) the Project Manager shall not have substantially complied with any material provisions under this Agreement, or (ii) any construction financing commitment, or any agreement entered into by the Company for construction financing related to the Project shall have terminated prior to its respective termination date(s), or (iii) foreclosure proceedings shall have been commenced against the Project by a Bond Lender, then the Project Manager shall be in default of this Agreement, and the Company shall withhold payment of any installment of the fee not yet earned by the Project Manager. All amounts so withheld by the Company shall be promptly released to the Project Manager only after cures of the default justifying the withholding, as demonstrated by evidence reasonably acceptable to the Company.  12. Right of Offset. The Company shall have the right to offset amounts owed hereunder to the Project Manager against any obligation of the Project Manager to the Company or its Members, whether such obligation is incurred in its capacity as Project Manager, Managing Member, guarantor or otherwise.   13. Successors and Assigns, Termination. This Agreement shall be binding on the parties hereto and their heirs. successors, and assigns.   14. Severability. If any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain unimpaired and shall continue in full force and effect.  15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.  16. No Continuing Waiver. The waiver by any party or any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.  17. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter as of the date hereof and supersedes all prior understandings, representations, proposals, discussions and negotiations whatsoever, whether oral or written, between the parties hereto.  18. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State. IN WITNESS WHEREOF, the parties hereto agree to the above terms and have caused it to be executed in their names by their duly authorized agent. <> By: _____________________________        signature        _____________________________        print name and title        Date: __________________________ <> By: _____________________________        signature        _____________________________        print name and title        Date: __________________________ Download Word Document In English. (Rs.40/-)

SENIOR ADVISOR AGREEMENT Effective ______________ 2020 (“Effective Date”), ___________, an individual (“Advisor”), and ___________ Corporation, a ___________ (“Company”), agree as follows: Whereas, until the Effective Date of this Agreement, Advisor was an employee of Company and served as its Chief Executive Officer and member of its Board of Directors; and Whereas, Company and Advisor have agreed that Advisor will resign as an employee and officer, and as a member of the Board of Directors, on the Effective Date pursuant to the terms and conditions of a separation agreement (the “Separation Agreement”) and will transition immediately into the role of “Senior Advisor” in accordance with the terms of this Agreement; Wherefore, Advisor and Company agree as follows: 1.  Services and Payment . Advisor agrees to undertake and complete the Services, and abide by the terms, set forth in  Exhibit A  in accordance with and on the schedule specified in  Exhibit A . As the only consideration due Advisor regarding the subject matter of this agreement (“Agreement”), Company will pay Advisor in accordance with  Exhibit A . 2.  Ownership Rights; Proprietary Information; Publicity . a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Advisor during the term of this Agreement that relate to the subject matter of, or arise out of, the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Advisor will promptly disclose and provide all Inventions to Company. Advisor hereby makes all assignments necessary to accomplish the foregoing ownership. Advisor shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Advisor hereby irrevocably designates and appoints Company as its agent and attorney-in-fact, coupled with an interest, to act for and on Advisor’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Advisor. b. Advisor agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Advisor develops, learns or obtains in connection with Services or that are received by or for Company in confidence, constitute “Proprietary Information.” Advisor will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Advisor shall not be obligated under this paragraph with respect to information Advisor can document is or becomes readily publicly available without restriction through no fault of Advisor. Upon termination and as otherwise requested by Company, Advisor will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Advisor may keep its personal copies of its compensation records and this Agreement. Advisor also recognizes and agrees that Advisor has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Advisor’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice. c. To the extent allowed by law, Section 2.a and any license to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. To the extent any of the foregoing is ineffective under applicable law, Advisor hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Advisor will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides any Services, Advisor will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. If any part of the Services or Inventions is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned or licensed by Advisor and not assigned hereunder, Advisor hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them). 3.  Warranty . Advisor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Advisor may have to others; (ii) all work under this Agreement shall be Advisor’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Advisor); and, (iii) Advisor has the full right to allow him to provide the Company with the assignments and rights provided for herein. 4.  Former or Conflicting Obligations . Advisor represents and warrants to the Company that Advisor will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Advisor represents that Advisor’s performance of services under this Agreement will not breach any agreement not to compete with others or any agreement to keep in confidence proprietary information acquired by Advisor in confidence or in trust prior to the Effective Date. Advisor certifies that Advisor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof. 5.  Termination . a. This Agreement will automatically terminate on the last day of the term specified on Exhibit A. Prior to such date, either party may terminate this Agreement with or without cause upon notice to the other party. Upon termination, the Company shall pay Advisor all unpaid, undisputed amounts due for the Services completed prior to such termination within ten (10) business days of the date of termination. In addition, if this Agreement is terminated by the Company other than by reason of a material breach by Advisor of the terms of this Agreement or the Separation Agreement, then Advisor shall be entitled to the remedies specifically identified on Exhibit A. b. Sections 2 through 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. 6.  Independent Contractor; No Employee Benefits . Advisor is an independent contractor (not an employee or other agent) solely responsible for the manner and hours in which Services are performed, is solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs, subject to the exceptions explicitly set forth in Exhibit A. 7.  Assignment . This Agreement and the services contemplated hereunder are personal to Advisor and Advisor shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. The Company may assign its rights and obligations under this agreement in whole or part to any successor to all or substantially all of the business and/or assets of the Company. 8.  Notice . Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed & registered or certified mail, return receipt requested and postage prepaid. In the case of Advisor, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 9.  Miscellaneous . Any breach of Section 2 or 3 will cause irreparable harm to the Company for which damages would not be an adequate remedy, and therefore the Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement, together with the Separation Agreement, constitutes the entire agreement between Advisor and the Company regarding the subject matter of this Agreement and renders null and void all prior and contemporaneous written or oral agreements between Advisor and the Company regarding the subject matter of this Agreement. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. ADVISOR     ___________ CORPORATION /s/ ___________     By   ___________       Name:        Title:  Address:                       EXHIBIT A   1. Term: From the Effective Date through April 7, 2013.   2. Reporting to the Chief Executive Officer (the “CEO”).   3. The only consideration due Advisor for the Services (as defined below) during the Term shall be:     a. The payment of a $12,500 per month fee, payable at the end of each month during the Term.     b. The continued vesting of (a) one-third (1/3) of the restricted stock units and one-third (1/3) of the stock options granted to Advisor on April 7, 2011, and (b) 34,804 of the stock options (non-qualified) and 3,122 of the stock options (incentive stock options) granted to Advisor on April 30, 2010 (collectively, the “Continuing Equity”), subject to Advisor’s continued Services pursuant to this Agreement during the Term; provided, however, that notwithstanding any agreement to the contrary, the Continuing Equity shall not be subject to accelerated vesting upon or in connection with a change in control of the Company or otherwise, except that (i) if Company terminates this Agreement other than by reason of a material breach by Advisor of the terms of this Agreement or the Separation Agreement, the Continuing Equity shall immediately vest, subject to Advisor’s execution and non-revocation of a general release of claims in a form provided by the Company, and (ii) as provided in subsection c immediately below. Advisor expressly acknowledges that the balance of the restricted stock units and stock options granted to Advisor on April 7, 2011 and April 30, 2010, and the unvested portion of any other equity compensation awards, other than the Continuing Equity, terminate on the Effective Date, and shall never become vested, notwithstanding Advisor’s continued Service pursuant to this Agreement or otherwise. The parties also acknowledge that Advisor’s stock options which have vested on or prior to the Effective Date, or which vest pursuant to this Agreement, shall remain exercisable during Advisor’s continued Service pursuant to this Agreement, and thereafter, in accordance with the terms of the applicable stock option agreements.     c. If the Company is subject to a Change of Control (as defined in Advisor’s prior Change of Control Severance Agreement with the Company dated June 8, 2010, which, for the avoidance of doubt, terminated on the Effective Date) during the Term, and the Company or its successor terminates this Agreement without Cause   (as defined below), the Continuing Equity shall immediately vest. For this purpose, “Cause” means: (i) Advisor’s commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; or (ii) Advisor’s intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders; provided that for these purposes, no act or failure to act shall be considered “intentional” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. For the avoidance of doubt, a material breach of this Agreement shall not be considered “Cause” unless specifically covered by the foregoing definition.     d. Continued coverage under the Company’s health plan or, if not permitted under the terms of the plan, and if Advisor elects to continue group health insurance coverage the payment by the Company of the monthly premium for him and, if applicable, his dependents until the earliest of (a) the expiration of the Term, (b) the expiration of his continuation coverage or (c) the first day of Advisor’s eligibility to participate in a comparable group health plan maintained by a subsequent employer.   4. Expenses, including for pre-approved travel, will be reimbursed by the Company in accordance with the Company’s then-current expense reimbursement policy.   5. “Services” means work conducted by Advisor at the direct request of the Company’s CEO and consultation with the lead director/chairman of the Board of Directors as requested. Initial Services during the first few weeks of the Term shall include transition of business details and travel to Korea to meet with customers. Ongoing Services shall include advice with regard to customer relationships with Samsung, Hynix and Japanese customers. After the first month of the Term, Advisor is expected to be available for phone calls on average of up to two hours per week in the aggregate. Consultation with the lead director/chairman, if requested, is not expected to exceed two hours per week on average. The Company shall provide reasonable advance notice of the Services to be requested to accommodate Advisor’s schedule. Download Word Document In English. (Rs.40/-)

EQUIPMENTS MAINTENANCE AGREEMENT Commencement Date: Initial Term: Name of Customer: Address: This agreement is made and entered effective as of the date shown above, by and between [AV Dealer] and the customer, whose name and address is set forth above. 1. Equipment Schedules:  This Agreement covers the equipment listed on the Equipment Schedule.  If we or the manufacturer replace equipment that is under warranty with the same model number, the replacement equipment will also be covered.  Except for this type of replacement, no new or additional equipment is covered by this agreement unless it is listed on an equipment schedule. 2. Relationship with warranties:  This Agreement isn’t a warranty.  Equipment purchased from [AV Dealer] is covered by the manufacturer’s warranty.  Replacement and repair of defective parts is also covered by the manufacturer’s warranty. 3. Service:  For the fee set forth below, [AV Dealer] will inspect on a regular basis, and maintain in good operating condition, the equipment itemized on such Equipment Schedule.  Inspection and maintenance of equipment will vary by the nature of the equipment, and is set forth on the Equipment Schedule. 4. Fees:  The fee for services to be performed under this Agreement are: 5. Terms of Payment:  Unless an Equipment Schedule provides otherwise, all Customer Maintenance Agreements are to be prepaid for each maintenance period. 6. Limited/Warranty: a.  We will re-perform any maintenance service that proves defective during the term of this agreement.  If we cannot provide any maintenance service due to our fault, we will refund that portion of your fee. b. Any materials provided during maintenance services are covered by that materials specific warranty.   This agreement does not warrant any materials. c. THE WARRANTY SET FORTH IN 6 (a) CONSTITUTES THE SOLE LIABILITY OF [AV DEALER] AND THE SOLE REMEDY OF THE CUSTOMER FOR DEFECTIVE WORKMANSHIP, WETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER FORM OF ACTION.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED HEREFROM. 7. Term:  The term of this Agreement shall be for the initial term set forth above starting on the Commencement date.  This Agreement shall automatically renew for additional terms of one (1) year each unless either You or We gives notice of cancellation in writing to the other at least thirty (30) days prior to the expiration of the then current term.  In the event of any such renewal period, the maintenance fees You will pay during such period shall be as set forth above. 8. Exclusions:  Except as otherwise set forth in the Equipment Schedule, the services to be provided for a quarterly service fee do not include: a.  Service required as a result of abuse, misuse, electrical storms, power failures or fluctuations, glass breakage or damage, failure to follow user maintenance and operating instructions, or the failure or results of failure of interconnected equipment not specified on an Equipment Schedule, including, but not limited to, wiring, conduit, or voice or data transmission equipment or facilities; b. Consumable items including, but not limited to, light bulbs, batteries, video cassettes or………………………………… c. Services required because of service, inspection, or tampering with equipment by anyone other than [AV Dealer]. d. Requested service outside our normal hours of operation. If [AV Dealer] determines that the service requested by the Customer is excluded pursuant to the above, and the Customer requests [AV Dealer] to perform such service, the service will be provided under section 10. 9.  Parts:  Unless an Equipment Schedule indicates that parts are included, You will pay [AV Dealer] then current list price for any replacement parts necessary for the performance of service on equipment. 10. Other Services:  You may from time to time request that [AV Dealer] provide other services not included in the service plan for equipment described on a specific Equipment Schedule, or for which no Equipment Schedule has been completed.  [AV Dealer] will use reasonable efforts to provide such service at 90% of its then current and standard hourly rates. 11. Termination: a. The fees listed above are non-refundable, even if you decide to cancel maintenance appointments. b. If you fail to make any payment in a timely manner, We will give you written notice, and if you still do not pay, for an additional 10 days after that notice, We can terminate this agreement. 12.  General: a.  This Agreement and Equipment Schedule(s) constitute the entire agreement between the parties concerning any service provided by [AV Dealer] to the Customer, and no representation, inducement, promises or agreements not embodied herein shall be of any force or effect. b. This Agreement shall be governed by and interpreted in accordance with the laws of __________________________, applicable to contract to be performed wholly within such province by resident thereof. c. CUSTOMER ACKNOWLEDGES HAVING READ AND UNDERSTOOD ALL PAGES OF THIS AGREEMENT. [AV Dealer] (Customer) ___________________ ______________________ EQUIPMENT SCHEDULE: NOTES: Download Word Document In English. (Rs.30/-)