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"RAJ MULTITRADE SOLUTIONS (COMPANY)" is a legal firm having its registered office at "Besides Uninor FOFO, Opp. Hatia Station Road, Birsa Chowk, Hinoo, Ranchi- 834002, State- Jharkhand (INDIA).

The "COMPANY" is engaged in the business of e-commerce and providing various products & services to the end users via internet and any other medium of e-commerce through its Distributor network situated all over the India. The "COMPANY" is desirous to expand the business within the territorial jurisdiction of India & in order to same wish to open the outlets in various areas to control/manage the operations of its official business through Distributors which will be located in that area and to collect the payments form its Distributors locate in that area. And to operate/ manage the above said outlets the "COMPANY" is also desirous to appoint the "RETAILERS" to work under the instruction & direction of "DISTRIBUTORS"/"SUPER-DISTRIBUTORS" or "COMPANY".

The "RETAILER" details as mentioned overleaf had approached the "COMPANY" & represented that he is dealing in the same line & also want to spread out the scope of its business operations. The "RETAILER" had also ensured that he is having the entire necessary relevant premises, infrastructure, Manpower, Professional Skill, Knowledge required in the same line of business. The "RETAILER" also represent that they possess the financial capabilities to perform the above functions and such other functions as may be assigned to them by "COMPANY" from time to time.

In view of above "RETAILER" had requested the "COMPANY" through this application for this Agency on dated mentioned overleaf to grant the "AGENCY" of "COMPANY" for the official transactions. On the specific request of "RETAILER", The "COMPANY" had approved the request of "RETAILER" for the AGENCY on the various Terms & Conditions mentioned below.

A. NON EXCLUSIVITY: During the period of his association & even after the same, the "RETAILER" can engage himself to any organization working in the same field, the same way "COMPANY" can also appoint several "RETAILERS" in the same area / territory.

B. TERM: The present agreement will be effective from date mentioned for the term of three year after which if the performance of the "RETAILER" is found satisfactory, the present agreement will be renewed without any monetary charges at the sole discretion of "COMPANY" on the Same OR Amended Terms & Conditions mentioned in the present agreement. If the performance of the "RETAILER" in opinion of "COMPANY" is not up to the mark, the present agreement will come to an end & "RETAILER" will have to surrender the official property, data, information, documents to "COMPANY" by end of working hours failing of which "COMPANY" will have right to forfeit the dues payable to "RETAILER" without prejudice to other legal remedies and/or rights available to the "COMPANY".

C. STATUTORY COMPLIANCE: "RETAILER" hereby agrees to comply with all the rules/regulations/by-laws of the "COMPANY" & other verbal instructions/directions issued to him from time to time by the "COMPANY". "RETAILER" also agrees to abide by the law of Indian Republic & other applicable rules / directives, Terms & Conditions imposed by the appropriate authority.

D. SALES AND MARKETING: The "RETAILER" will actively market and promote "COMPANY" services using its own Sales, Marketing and Distribution network. The "RETAILER" is expected to acquire business from customers from within entire territorial jurisdiction. The "RETAILER" is free to develop their own network in Circle either directly or through partners for Sales and Marketing of COMPANIES services. The "RETAILER" is expected to achieve minimum sales targets set by "COMPANY".

E. AGENCY DEPOSIT: In view of the present agreement "RETAILER" will have to deposit the sum mentioned hereunder as an "AGENCY NON-REFUNDABLE DEPOSIT". In lieu of same the "COMPANY" will provide the online/off-line services to the "RETAILER" & the particulars of the same login will be communicated to the "RETAILER" through proper channel within 21 working days from the date of deposit of above mentioned amount. It is unconditionally agreed by "RETAILER" that the above mentioned charges paid to the "COMPANY" are non refundable & will not be refunded to the "RETAILER" by whatsoever reason except than the online services mentioned above.

F. ASSIGNMENT: "RETAILER" will not have any authority to re-transfer/allot his AGENCY to any person/ firm/ company/ entity without the prior written consent of the "COMPANY" however "COMPANY" hereby reserves right to revoke the AGENCY assign to "RETAILER" without any prior written/ verbal/ electronic communication.

G. RETURN OF INFORMATION: Hereby "RETAILER" unconditionally agrees to return/surrender the information/data provided to him from time to time as & when directed/instructed by "COMPANY" failing of which "COMPANY" will restrain to charge the amount in form of penalty as it thinks fit & proper; however this will not be deemed to be waiver of any legal right and/or remedy available to "COMPANY" under the law of Indian Republic.

H. RIGHT TO INSPECT & AUDIT: "COMPANY" reserves the right to inspect and audit at any time the Data/Services performed and the related quality standards observed by the "RETAILER" and his employees in the performance of its obligations under this Agreement and the "RETAILER" will ensure that both he and his employees shall fully co-operate with such inspection and audit. The inspection will ordinarily be carried out after reasonable notice except in circumstances where giving such a notice will defeat the very purpose of the inspection. "COMPANY" will communicate the result of such inspection and audit to the "RETAILER". The "RETAILER" shall be obligated to take such remedial steps in the performance of its obligations under this Agreement, if so informed by "COMPANY" in terms of the audit report.

I. COMISSION: The "RETAILER" will be eligible for the commission as per the structure given in Company website.

J. TAXES: Payment made to the "RETAILER" under this agreement will be subject to the deduction of Taxes/ Professional Fees & other taxes applicable as per law of Indian Republic.

K. INDEMNITY: The "RETAILER" agrees to indemnify and keep indemnified "COMPANY" and its employees, officers, directors, agents or representatives from and against any claims for damages, liabilities, fines, penalties or any other claims of whatsoever nature which are brought against "COMPANY" by any third party owing to direct deeds or misdeeds or acts of omission or commission attributable to the "RETAILER" in the performance of its obligations under this Agreement. "COMPANY" shall be vested with the sole discretion to determine such damages/claims and has the right to adjust the same from any dues payable to the "RETAILER". The "RETAILER" hereby undertakes to indemnify and keep indemnified "COMPANY" and its employees, officers, directors, agents or representatives from and against any penalties imposed by statutory authorities on "COMPANY" due to non-compliance by the "RETAILER" of mandatory statutory provisions in the conduct of its business and the performance of its obligations in terms of this Agreement.

The "RETAILER" shall be liable to indemnify "COMPANY" and its employees, officers, directors, agents or representatives from and against any claims raised by its subscribers as to any deeds attributable to the "RETAILER" or its agent. "COMPANY" shall have the option to debit such claim amounts to the account of the "RETAILER", at its sole discretion.

The "RETAILER" shall fully indemnify, depend & hold "COMPANY" and its employees, officers, directors, agents or representatives from and against harmless from and against all claims, liability, losses or damages recoveries, proceedings, actions, Judgments costs, charges & expenses which may be made or brought or commences against the "COMPANY" or which the "COMPANY" may or may have to bear, pay or suffer directly or indirectly in connection with any breach of the terms and conditions in this agreement by "RETAILER" or its agents, employees, offices.

The "RETAILER" agrees to indemnify "COMPANY" and its employees, officers, directors, agents or representatives from and against any claim of any infringement of any intellectual property right or any other right of any third party of law by the "RETAILER"

L. FORCE- MAJEURE: If at any time, during the continuance of this agreement, the performance in whole or in part, by either party, of any obligation under this is prevented or delayed, by reason of war, or hostility, acts of the public enemy, civic commotion, sabotage, Act of State or direction from Statutory Authority, explosion, epidemic, quarantine restriction, strikes and lockouts (as are not limited to the establishments and facilities of "RETAILER"), fire, floods, natural calamities or any act of God (hereinafter referred to as event), provided notice of happenings of any such event is given by the affected party to the other, within 21 Calendar days from the date of occurrence thereof, neither party shall, by reason of such event, be entitled to terminate the agreement, nor shall either party have any such claims for damages against the other, in respect of such non-performance or delay in performance. Provided Service under the agreement shall be resumed as soon as practicable, after such event comes to an end or ceases to exist. The decision of "COMPANY" as to whether the service may be so resumed (and the time frame within which the service may be resumed) or not, shall be final and conclusive. However, the Force Majeure events noted above will not in any way cause extension in the period of the agreement.

M. TERMINATION: The present agreement will deemed to be void after the expiry of three year from the date of agreement. If either party desires to terminate the agreement before the stipulated period the said party will be under obligation to give the 30 working days advance notice period to other party to that effect.

N. DISPUTE RESOLUTION: In case of any dispute or differences, breach and violation relating to the terms of the Agreement, the said matter or dispute, difference shall be referred to sole arbitration appointed by "COMPANY". The award of the Arbitrator shall be final and binding on both the parties. In the event of such Arbitrator to whom the matter is originally referred to is being transferred or vacates his office on resignation or otherwise or refuses to do work or neglecting his work or being unable to act as Arbitrator for any reasons whatsoever, the "COMPANY" shall appoint another person to act as Arbitrator in the place of outgoing Arbitrator and the person so appointed shall be entitled to proceed further with the reference from the stage at which it was left by his predecessor. The "RETAILER" will have no objection in any such appointment, that Arbitrator so appointed is an employee of "COMPANY". The said Arbitrator shall act under the Provisions of Arbitration and Conciliation Act, 1996 or any statutory modification or reenactment there of or any rules made thereof. The venue of arbitration shall be RANCHI or any other place decided by Arbitration.

O. JURISDICTION: It is mutually agreed between "COMPANY" and the "RETAILER" that any dispute or claim arising under this Agreement shall be subject to the exclusive jurisdiction of the courts at Ranchi.

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