FRANCHISEE AGREEMENT

This Franchise Agreement (“Agreement”) is made and entered into on _______ day of
______________________, 2025, by and between:

IFFCO eBazar Limited, a company incorporated under the provisions of the Companies
Act, 1956, with its registered office at IFFCO eBazar Ltd., IFFCO Sadan, C-1, Distt.
Centre, Saket, New Delhi -110017, represented by Chief Executive Officer, New Delhi,
who is duly authorized to execute this Agreement (“Franchisor”), which expression shall
unless repugnant to the context and meaning thereof, include its successors-in-interest and
permitted assigns, of the FIRST PART;
AND

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M/s MORAYA KRUSHI SEVA KENDRA, with its registered office at HOUSE NO-
1013, MAIN ROAD, CHHATRAPTI SHIVAJI CHAUK, BANSAROLA, BLOCK
AND TA-KAIJ, DIST-BEED (MAHARASHTRA)-431518 with Franchisee number -
IB6522 represented by its proprietor/partner/director, Mr./Ms. RAJKUMAR BANSI
WAGHCHAURE, who is duly authorized to execute this Agreement (“Franchisee”),
which expression shall unless repugnant to the context and meaning thereof, include its
successors-in-interest and permitted assigns, of the SECOND PART.

“Franchisor” and “Franchisee” shall individually be referred to as “Party” and

collectively as “Parties”.

WHEREAS:

A. The Franchisor, inter alia, is engaged in the business of supplying quality agricultural
inputs such as fertilizers, seeds, agro-chemicals, plant growth promoters, primary
nutrients, bio-fertilizers, etc., manufactured/ imported/ marketed by the Franchisor
or its business partners (“Products”).

B. The Franchisee has requested the Franchisor to appoint them as a non-exclusive

franchisee of the Franchisor for the Products manufactured/marketed/distributed by
the Franchisor and the Franchisor has agreed to do so on the terms and conditions
mentioned in this Agreement.

Now, therefore, in consideration of the mutual promises and other considerations, the
sufficiency of which is acknowledged, the Parties, intending to be legally bound, agree as
follows:

1. DEFINITIONS

“Affiliate” shall mean, with respect to each Party, any person or entity directly or
indirectly through one or more intermediary Controlling, Controlled by, or under
direct or indirect common Control with a Party. “Control”, “Controlled” or
“Controlling” shall mean, with respect to any person or entity, any circumstance in
which such person or entity is controlled by another person or entity by virtue of
the latter person or entity controlling the composition of the board of directors or
managers or owning the largest or controlling percentage of the voting securities of
such person/entity or otherwise controlling the other.

“Brand” or “Brand Name” shall mean “IFFCO BAZAR™” or such other

successor or replacement brand name / trade mark / service mark as may be decided
by the Franchisor.

“Confidential Information” means and includes any and all information which is
confidential to a Party including any (i) business information and business processes,
(ii) any samples, formulations, specifications, data relating to manufacturing and
quality control processes and procedures, (iii) advertising and marketing plans, (iv)
any past, current or proposed development projects or plans for future development
work, (v) technical, marketing, financial and commercial information whether

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 relating to past or current or future, (vi) the commercial and business affairs of a
Party, (vi) all customer related information including any rates and discounts.

“ECA (Essential Commodities Act), 1955” shall mean the act to provide, in the
interests of the general public, for the control of the production, supply and
distribution of, and trade and commerce, in certain commodities. For clarity,
fertilizer has been declared as an “essential commodity” under this Act.

“FCO (Fertilizer Control Order), 1985” shall mean the manual specifying the
guidelines issued by the Government of India with the purpose to regulate the sale,
price and quality of the fertilizers, as amended from time to time.

“iFMS/mFMS (Fertilizer Management System)” shall mean and refer to the

integrated computerized system developed by the Department of Fertilizers,
Ministry of Chemicals & Fertilizers, Government of India, for use by the parties
dealing with sale/distribution of fertilizers in the country.

“Intellectual Property” shall mean and include discoveries, inventions,

improvements, know how, trade or business secrets; trademarks, service marks,
domain names, designs, patents, copyright (including all copyright in any designs
and any moral rights), design right, proprietary techniques, databases; in either
printed or machine-readable form, whether or not copyrightable or patentable, or
any written or verbal instructions or comments.

“Intellectual Property Rights” means and includes (i) all rights, title or interest
under any statute or under common law or under customary usage including in any
Intellectual Property or any similar right, anywhere in the world, whether negotiable
or not and whether registerable or not, (ii) any licenses, permissions and grants in
Intellectual Property (iii) applications for any of the foregoing and the right to apply
for them in any part of the world and (iv) all extensions and renewals thereto.

2. OPERATIONS OF FRANCHISEE

2.1. Franchisor has granted to the Franchisee a permission to operate an outlet/store at

HOUSE NO-1013, MAIN ROAD, CHHATRAPTI SHIVAJI CHAUK,
BANSAROLA, BLOCK AND TA-KAIJ, DIST-BEED (MAHARASHTRA)-
431518 (“Retail Outlet”), for the purpose of warehousing and selling the Products,
in accordance with standards and specifications specified by the Franchisor.

2.2. All investments and expenses for setting up and operating the Retail Outlet,
including painting, IT infrastructure, power back-up, furniture, electrical appliances,
weighing machine, locks and fire safety equipment etc shall be borne by the
Franchisee.

2.3. Franchisee shall achieve a minimum annual sale value of the Products of Rs.
1,00,00,000/- (Rupees One Crore Only), out of which sale of non-subsidized
Products should not be less than Rs. 15,00,000/- (Rupees Fifteen Lakhs Only).

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2.4. Franchisee shall not compete with any member cooperative society of IFFCO or its
associate, an IFFDC outlet and any Franchisor’s outlet in the area for supplies of
Products of IFFCO eBazar Ltd.

3. SECURITY DEPOSIT

3.1. The Franchisee will place with the Franchisor an amount of Rs. 1,00,000/- (Rupees
One Lakh Only) as interest-free refundable security deposit to secure its due
performance of the terms and conditions of this Agreement. The said deposit shall
stand forfeited in the event of the Franchisee committing any breach of any of the
terms and conditions of this Agreement including non-payment of the Franchisor’s
invoice(s) within the stipulated credit period, if any.

3.2. The security deposit shall be returned to the Franchisee after the end of the term of
this Agreement, subject to any set-off required to be made by the Franchisor towards
any outstanding payments of the Franchisee towards the Franchisor.

3.3. The payment of security deposit does not entitle the Franchisee to set-off or request
the Franchisor to set-off the amounts due and payable by the Franchisee to the
Franchisor towards the amount of security deposit.

4. PRODUCTS

4.1. This Agreement is in respect of the Products manufactured/ marketed/ distributed

by the Franchisor. However, the Franchisor reserves the right to decide as to
category of the Products which the Franchisee shall sell in terms of this Agreement
from time to time and may make any changes therein as it deems fit. Accordingly, it
shall be the discretion of the Franchisor whether to allow the Franchisee to sell any
other related products at any particular point of time.

4.2. The Franchisee shall undertake to sell the Products at all times only in the original
packing specified by the Franchisor and with the Franchisor's original labels affixed
thereon and not tamper with the packing or labels supplied by the Franchisor.

4.3. The Franchisee shall undertake to sell the Products only under the original brand
name or trademarks and without any modification, alteration or deletion of any kind
on the Products/ packs or any of their components, and without changing their
packaging or appearance or means of identification.

4.4. The Franchisee will under no circumstances break open the packages containing the
Products and re-sell them in their existing form or re-formulated, mixed on blended
with any other goods and/or Products. The Franchisee shall not manufacture,
distribute, sell, offer for sale, display, advertise, promote any products counterfeiting
or imitating the Products and/or infringing any Intellectual Property Rights related
to the Products of the Franchisor. The Franchisee will expressly undertake to use,
in good faith, its best efforts to have the local retailers comply with this section. It
is expressly agreed that in the event of breach of this section by the Franchisee, the
Franchisor shall have the right to terminate this Agreement with immediate effect.

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4.5. The Franchisee shall not make or give any representations or warranties in respect
of the Products to the customers other than those authorized by the Franchisor in
writing from time to time.

5. ORDER PLACEMENT

5.1. The order for Products shall be placed by the Franchisee and the sale and supply
will be made by the Franchisor, subject to the availability of the Products with the
Franchisor and Franchisor’s decision to supply the Products to the Franchisee.

5.2. The Franchisee shall give firm indent for supply of the Products to the authorized
representative of the Franchisor or shall place the order on the online portal made
available by the Franchisor to the Franchisee.

5.3. Once placed, the Franchisee shall not be allowed to change the indent for the
Products, including its quantity, destination/ consignee, etc.

6. SELLING PRICE

6.1. From time to time, the Franchisor shall indicate to the Franchisee the recommended
Maximum Retail Prices (MRP) of the Products and declare such MRP on the
Products. The Franchisee is liable/subject to sell the Products at a price which in no
case shall be higher than the declared MRP.

6.2. The Franchisee shall purchase the Products from the Franchisor at the prices
indicated in the Franchisor’s price list, provided by the Franchisor to the Franchisee,
from time to time. The Parties acknowledge and agree that such price(s), including
the applicable terms and conditions, will be subject to periodic change at the sole
discretion of the Franchisor, based on the prevailing market conditions.

6.3. The Parties agree that the Franchisor shall not be held responsible for any loss/
damage caused due to revision in price(s) and/or the MRP by the Franchisor on
account of fluctuation in the cost of production/ transportation cost/ duties and
other levies as well as other factors influencing the cost of Products.

6.4. Freight charges shall be payable by the Franchisee or the Franchisor depending on
the nature of pricing agreed between the Parties.

6.5. The Franchisee shall bear and pay all applicable taxes including GST, which may be
levied upon the sale of the Products.

7. DELIVERY

7.1. The Franchisor shall deliver the Products to the Franchisee at the destination
designated by the Franchisee. Parties agree that the Franchisor may direct the
Franchisee to take delivery of Products from any other location.

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7.2. The mode of Products supplied by the Franchisor, such as fertilizer, pesticides,
Sagarika etc. shall be FOR / Ex-Warehouse, as per terms and conditions stipulated
by the Franchisor from time to time.

7.3. It is specifically agreed that Franchisee shall be “deemed” to have accepted the
Products when the Products have been delivered to the Franchisee or Franchisee
retains the Products without immediately intimating to the Franchisor that
Franchisee has rejected the Products.

7.4. The Franchisor shall not be responsible to take back the expired/damaged/soiled
stocks.

7.5. The Franchisee shall be responsible for disposal of such expired/damaged/soiled

stocks in an environment friendly manner as may be specified by the State/ Central
Government. The cost for disposal of expired/damaged/soiled stocks shall be
borne by the Franchisee.

7.6. The Franchisee shall not be entitled to make any claim in respect of any shortages
in quantity, leakage or loss or damage in transit or defect in the Products sold and
delivered to it, unless and until, all such claims are submitted to the Franchisor in
writing immediately on receipt of POD (Proof of Delivery) of the particular
consignment of the Products.

7.7. The Franchisor shall not be liable for any direct or indirect defect, loss or damage
or shortage of whatsoever nature, in or to the Products, unless it is proved that the
Products were damaged prior to the date of delivery thereof to the Franchisee by
the Franchisor.

8. TITLE AND OWNERSHIP

8.1. The title and ownership in the Products will remain with the Franchisor till the
delivery thereof to the Franchisee at the destination address specified by the
Franchisee. In case the Franchisee, on the directions of the Franchisor, takes delivery
from any other location, title and ownership in the Products will remain with the
Franchisor till such delivery is taken by the Franchisee.

8.2. The Franchisor shall bear the risk of loss or damage to the Products during transit
to the destination designated by the Franchisee and the transit insurance till the
designated destination, if any, is on Franchisor’s account. In case the Franchisee, on
the directions of the Franchisor, takes delivery from any other location, Franchisor
shall bear the risk of loss or damage to the Products during transit till such
destination and the transit insurance till such destination, if any, is on Franchisor’s
account.

9. TERMS OF PAYMENT

9.1. The Franchisee will make payment to the Franchisor for the Products purchased in
accordance with the terms of payment stated in the Franchisor’s invoices.

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9.2. The Franchisor will intimate to the Franchisee about the credit limit that can be
availed by the Franchisee. The Franchisor reserves the right to amend credit terms
from time to time without intimating and assigning any reasons to the Franchisee.

9.3. In case of sale of Products on credit, if the payments are not made within the credit
period stipulated in the said invoice, the Franchisor shall, without prejudice to any
of its other rights and remedies including the right to terminate this Agreement, be
entitled to charge interest on the amount so due at the rate of 18% per annum from
the date of expiry of the credit period till the date of payment. It is clarified that the
obligation to pay interest does not permit the Franchisee to delay payment beyond
the stipulated period of credit.

9.4. In case of any cheque(s) of the Franchisee being dishonoured, the Franchisor has
the right to terminate the Agreement without any prior notice or intimation
whatsoever, and to recover the charges for dishonor of cheque(s), which may be
determined by the Franchisor from time to time. The Franchisor also reserves its
right to take legal action against the Franchisee.

9.5. The Franchisee shall not give any cash payment/ advances to any employee or field
officer of the Franchisor. In spite of this specific instruction, if the Franchisee gives
any cash advance to any employee or field officer of the Franchisor, it shall be at the
sole liability & responsibility of the Franchisee itself and the Franchisor shall not, in
anyway, be held liable or accountable for the same.

10. CONDITIONS PRECEDENT

10.1. The Franchisee shall have valid license for stocking / sale of fertilizers and other
agricultural inputs from competent authority and comply to all statutory
requirements applicable under State/Central Government/UT Rules and Fertilizer
Control Order, 1985 (FCO).

10.2. The Franchisee shall be registered as retailer on mFMS. It shall maintain all requisite
infrastructures, manpower, IT system, etc. for complying with the requirements of
mFMS. Accordingly, Franchisee shall acknowledge the receipt of stocks from the
Franchisor in mFMS.

10.3. Franchisee shall have Point of Sales (PoS) machines installed for sale of subsidized
Products and Franchisee shall follow instructions notified by the government
authorities in this regard from time to time.

10.4. The Franchisee shall maintain godown(s) of adequate capacity with scientific storage
facility like dunnage, aeration system, weighing scales, etc. for stocking of fertilizers
and its delivery at its own cost.

11. RECORDS MAINTENANCE

11.1. The Franchisee shall submit to the Franchisor from time to time in such form and
manner as may be required by the Franchisor (a) account statements and reports

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 showing the periodic sales and stocks register (b) the original orders from the
customers in support of the said invoice thereof (c) periodic balance confirmation
and (d) statistical information pertaining or relating to the Products as well as any
useful information on the market conditions.

11.2. This Franchisee shall keep proper records of the stocks of the Products, as per FCO,
and these records will be open for inspection to the Franchisor's representatives as
and when required.

11.3. The Franchisee shall maintain godown-wise stock account/ record of the Franchisor
fertilizers and shall undertake to keep the stock of the Franchisor, separately, with
due care and diligence, in identifiable and countable position.

11.4. The Franchisee agrees to allow the authorized officials of the Franchisor or its
Affiliates, for verification of the Franchisor’s stocks in the godown(s) and related
records, as and when required.

12. NOT AN AGENCY

12.1. This Agreement does not designate the Franchisee as the Franchisor’s agent in any
manner whatsoever and, unless, expressly authorized by the Franchisor in writing in
that behalf, the Franchisee is not authorized create any liability or make any
representation to any third party on behalf of the Franchisor.

12.2. The relationship between the Franchisee and the Franchisor shall be on a
“Principal to Principal” basis. All sales will be made by the Franchisee at its own
risk and responsibility and not as the agent of the Franchisor.

13. SALES PROMOTION

Subject to Franchisor’s directives, the Franchisee shall undertake to do the following

activities:

13.1. Use its best efforts to promote sales vigorously, so as to maximize the sales of the
Products;

13.2. The Franchisee shall make best efforts for sale of Products, such as Nano Urea,
Water Soluble fertilizers, Zinc Sulphate, Sulphur Bentonite, Bio-fertilizers, Sagarika
etc.

13.3. Apart from adequate stock keeping, it is clearly understood that the Franchisee shall
endeavor to engage itself in active selling, including participation in local and / or
regional agricultural fairs and exhibitions and in general, contribute to the best of its
ability to the promotion of sales of the Products. The Franchisee shall do everything
possible to promote the closest co-operation with its representatives and the
Franchisor.

13.4. The Franchisee shall at all times and at its own risk and responsibility maintain
sufficient stocks of the Products, to ensure the fulfilment and execution of all orders

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 from the customers, without delay, so that the demand for the Products is fully and
adequately met.

13.5. The Franchisee shall strictly adhere to the Franchisor’s marketing plans, promotions,
campaigns, policies and procedures. Any deviation from such plans and promotions
should have the prior written approval of the Franchisor.

14. TERM AND TERMINATION

14.1. The appointment of the Franchisee under this Agreement shall commence with
effect from the date of signing this Agreement and shall remain in full force and
effective till it is terminated by either of the Parties in accordance with this
Agreement.

14.2. Either Party may terminate this Agreement by giving thirty (30) days’ prior written
notice to the other Party, without assigning any reasons and without being liable to
pay any compensation whatsoever for such termination. However, any payment
liability from Franchisee to the Franchisor has to be settled within the notice period;
else the Franchisor may terminate the Agreement forthwith and take appropriate
legal action against the Franchisee to recover the amounts due and payable by the
Franchisee, in addition to any other damages recoverable under law or otherwise.

14.3. However, the Franchisor reserves the right to terminate this Agreement forthwith
without payment of any compensation and without any liability to take back the
Products sold by the Franchisor to the Franchisee, in the following events:

(i) Franchisee committing a breach of any of the terms and conditions of this
Agreement. Such termination shall be without prejudice to any other
remedy which the Franchisor may have against the Franchisee.

(ii) Franchisee is unable to meet its targets under Clause 2.3 of this Agreement.

(iii) Change in the constitution/ ownership of the Franchisee, and the change
is not acceptable to the Franchisor.

(iv) Franchisee is guilty of any act which in the opinion of the Franchisor is
prejudicial to the Franchisor's interests.

(v) Franchisee or any of the partners is declared insolvent or commit any act of
insolvency or compound with or enter into a scheme of compromise with
its creditors.

14.4. Upon expiry or termination of this Agreement, all Confidential Information and any
other materials which may have been provided by one Party to the other shall be
forthwith returned and the returning Party shall certify such return and all copies
thereof or any other material or information which cannot be returned, shall be
destroyed completely.

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14.5. Upon the termination of this Agreement, the Franchisor shall not be liable to the
Franchisee or any other third party for compensation, reimbursement or damages:
(a) either on account of present or prospective profits on sales or anticipated sales
of the Franchisee; (b) on account of expenditures, investments or commitments
made in connection with this Agreement or in connection with the establishment,
development or maintenance of the business or goodwill of the Franchisor or on
account of any other cause whatsoever.

14.6. Termination of this Agreement shall not relieve any Party of any of its obligations
or liabilities and affect the rights and remedies of a Party, which have accrued prior
to the date of termination.

15. EXCLUSION AND LIMITATION OF LIABILITY

15.1. Notwithstanding anything contrary contained in this Agreement, in any event,

Franchisor and its Affiliates shall not be liable, whether in contract, warranty, tort
(including, but not limited to, negligence), product liability or other theory, to the
Franchisee or any other person or entity for cost of cover or for any indirect,
incidental, special, consequential, punitive or exemplary damages (including
damages for loss of revenues, loss profit or anticipated profits, loss of goodwill, loss
of business or data) arising out of or in relation this Agreement. Franchisor’s entire
liability to Franchisee under this Agreement or under any applicable law or equity
shall be limited solely to actual and proven direct damages sustained by the
Franchisee only as a result of the gross negligence or willful misconduct of the
Franchisor and its Affiliate(s) and their respective directors, officers, employees and
agents in the performance of their respective services and other obligations under
this Agreement.

16. INDEMNIFICATION

16.1. Parties shall promptly on demand, without limitation, indemnify, hold harmless,
protect from liability and/or defend the other Party, its Affiliates and their respective
officers, directors, proprietors, partners, managers, members, trustees, shareholders,
employees and agents (“Indemnified Parties”) for and against all claims, liabilities,
costs and expenses (including reasonable attorney’s fees) incurred or to be incurred
by the Indemnified Parties that arise out of, in any way relate to, or result from any
breach of the provisions of this Agreement, or breach of any laws; or negligence,
fraud or willful misconduct of the Party or its Affiliates and their respective officers,
directors, shareholders, employees, contractors, sub-contractors, agents and
personnel; or the loss or damage suffered due to or arising out of the usage of the
Products by the end users or customers or any other third party.

16.2. In the event Franchisee is unable to indemnify the Indemnified Parties within a
reasonable period of time, Franchisor shall be entitled to sell or otherwise dispose
of the Products, if any, available with the Franchisee, and/or to adjust it against any
amount remaining due from the Franchisor to the Franchisee, under the same
transaction or otherwise.

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16.3. Both Parties will indemnify and hold harmless for any costs and expenses and any
loss incurred by the other Party in enforcing the provisions hereof in upholding the
propriety of any action or determination by the other Party in pursuance of this
Agreement.

17. NON-EXCLUSIVITY

17.1. The Franchisor shall be free to appoint any other person as its agent(s), franchisee(s),
dealer(s), or representative(s) or to sell the Products directly to any person in the
same area where the Franchisee is operating, on terms and conditions which may be
preferential or different from the terms and conditions of this Agreement, and/or
at price(s) which may be preferential or different from the price(s) at which Products
are sold to the Franchisee.

17.2. The Franchisee shall not be entitled to any kind of commission and/ or
compensation in respect of the sales directly made by the Franchisor.

18. CONFIDENTIALITY

18.1. Each Party may disclose to the other such Confidential Information as may be
necessary to further the performance of this Agreement.

18.2. The receiving Party undertakes to the disclosing Party:

(i) to keep confidential the disclosing Party’s Confidential Information;

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

18.3. The aforementioned confidentiality obligations shall not extend to Confidential

Information which:

(i) has ceased to be confidential without default on the part of the receiving
Party;
(ii) has been received from a third party who did not receive it in confidence;
(iii) the receiving Party is required by any court, government, or other
regulatory body to disclose, but only to the extent required by law,
provided that the receiving Party gives the disclosing Party written notice
as soon as practicable of such requirement and consult in good faith the
disclosing Party on the content and manner of any disclosure.

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19. INTELLECTUAL PROPERTY

19.1. Franchisee acknowledges Franchisor’s absolute ownership of, interest in and rights
to the Brand Name.

19.2. Franchisee shall at no point represent or hold itself out as an agent or representative
or an Affiliate of the Franchisor. Franchisee shall not make any representation or do
any act which may be taken to indicate that it has any right, title, or interest in or to
the Brand Name.

19.3. Franchisee shall not do, cause or authorize to be done anything which will or may:

(i) impair, damage or be detrimental to the rights, reputation and goodwill

associated with the Franchisor, its Affiliates, shareholders, or directors
and/or the Brand Name;
(ii) bring the Brand Name into disrepute or any claim by third parties; or
(iii) may jeopardize or invalidate the Brand Name, registration or any rights
associated thereto;

19.4. Without limitation to the foregoing, Franchisee acknowledges and agrees that all
goodwill in or associated with the Brand Name, including any goodwill generated or
arising by or through Franchisor’s or Franchisee’s activities pursuant to this
Agreement shall accrue for the benefit of and shall belong exclusively to the
Franchisor.

19.5. Franchisor shall retain sole ownership of all the Intellectual Property and the
Intellectual Property Rights, and no right or interest is granted or shall be deemed
to be granted by Franchisor to the Franchisee. To the extent Franchisor content
contains any proprietary content or information of the Franchisee, the Franchisee
hereby grants a royalty-free and world-wide license to such content or information,
including a right to creative derivative product of such content or information.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1. This Agreement shall be governed by the laws of India. The courts at Delhi shall
have the exclusive jurisdiction in respect of any matter or dispute under or
connected with this Agreement.

20.2. Any dispute which arises between the Parties shall be attempted to be resolved by
good faith discussions between the Parties. Where the Parties are unable to resolve
such disputes by good faith discussions within a period of thirty (30) business days
from the date of a written notice by either Party notifying existence of such dispute,
either Party shall be free to refer the dispute to arbitration in accordance with this
Section.

20.3. Any dispute between the Parties, arising out of or in relation to or in connection
with this Agreement, including any question regarding its existence, validity, or

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 termination, shall be settled by arbitration in accordance with the provisions of the
Arbitration & Conciliation Act, 1996 and the award made in pursuance thereof shall
be binding on the Parties.

20.4. The seat and venue of the arbitration shall be Saket, New Delhi.

20.5. The language of the arbitration shall be English.

20.6. The performance under this contract shall not stop for any reason whatsoever
during the said dispute/proceedings, unless specifically directed by the Franchisor
to desist from working in this behalf.

21. FORCE MAJEURE

21.1. Following events and/or circumstances, to the extent beyond the reasonable control
of the Parties, shall be considered as Force Majeure: acts of God, accident, riots,
war, terrorist act, epidemic, pandemic, quarantine, government restrictions on
movement, civil commotion, breakdown of communication facilities, breakdown of
web host, breakdown of internet service provider, natural catastrophes,
governmental acts or omissions, changes in laws or regulations, national strikes, fire,
explosion, generalized lack of availability of raw materials or energy.

21.2. The Party claiming such Force Majeure event shall intimate the other Party within
ten (10) days of the occurrence of the same, and the claiming Party’s contractual
obligations herein shall stand suspended thereafter. However, if Force Majeure
conditions continue to exist for a period of more than twenty-one (21) days, this
Agreement shall be mutually reviewed.

22. GENERAL CLAUSES

22.1. Any notice (including notice for arbitration) or consent or waiver or any other
communications shall be effective only if it is in writing (unless orally permitted
under this Agreement) and shall be given by either Party in writing by registered post
A.D or speed post or hand delivered only on the address mentioned hereunder, or
sent via email on the email address mentioned hereunder, or sent via fax on the
number mentioned hereunder:

FRANCHISOR: FRANCHISEE:
Attention: HOUSE NO-1013, MAIN ROAD,
Chief Operating Officer CHHATRAPTI SHIVAJI CHAUK,
BANSAROLA, BLOCK AND TA-
IFFCO eBazar Limited KAIJ, DIST-BEED
IFFCO Sadan, C-1, Dist.Centre (MAHARASHTRA)-431518
Saket, New Delhi-110017

22.2. Any notice, letter and other communication shall be deemed to be received on the
date of delivery; or if sent by registered post or speed post, on the date it is received;

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 or if faxed, on the date when the facsimile reports that the transmission is complete;
or if sent by email, on the date when the email is sent.

22.3. The address or email address or fax number of the Parties shall continue to be valid
until a new address or email address or fax number, as the case may be, is notified
by one Party to another, in writing. Any such change after execution of the
Agreement, shall be intimated by the Franchisee, in the same manner, as provided
hereinabove.

22.4. Franchisee shall be responsible for applying for and maintaining in full force and
effect, all licenses and permissions under the applicable laws (Central, State and local
laws) concerning the subject matter of this Agreement under all other applicable
laws to possess, store, deal in and dispose of the Products. The Franchisee shall also
abide by all laws of the land in force from time to time.

22.5. Franchisee shall not assign any of its rights, obligations, or responsibilities under this
Agreement without the prior written consent of Franchisor and in absence of such
consent, any such assignment shall be null and void

22.6. The annexures to this Agreement are incorporated in this Agreement by reference
and will form an integral part of this Agreement. Any reference to Agreement shall
also mean a reference to the annexures.

22.7. This Agreement (including the annexures) may be amended, altered, or superseded
by mutual consent of the Parties, only in writing.

22.8. If any term or provision of this Agreement shall for any reason be held invalid, illegal
or unenforceable in any respect, it is the intent of the Parties that they shall make
good faith efforts to modify such provision, to the extent necessary, to render it, as
modified, valid and enforceable under the applicable laws, and in any case, such
invalidity, illegality or unenforceability shall not affect any other term or provision
hereof, and this Agreement shall be interpreted and construed as if such term or
provision, to the extent same shall have been held to be invalid, illegal or
unenforceable, had never been contained herein.

22.9. Except as expressly provided in this Agreement, no waiver of any provision of this
Agreement shall be effective unless set forth in a written instrument signed by the
Party waiving such provision. Without limiting the foregoing, no waiver by a Party
of any breach by any other Party of any provision hereof shall be deemed to be a
waiver of any preceding or subsequent breach of that or any other provision hereof.

22.10. Notwithstanding the place of signing of this Agreement or the place where the
Franchisee or the Franchisor actually and voluntarily resides, or carries on business,
or personally works for gain, this Agreement shall be deemed to have been executed
at Saket, New Delhi.

22.11. This Agreement (including the annexures) embodies the entire understanding
between the Parties, in respect of the transactions contemplated herein, and

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 supersedes all previous agreements and/or arrangements, if any. There are no
representations, terms, conditions, or obligations, oral or written, express or implied,
other than those contained herein.

IN WITNESS WHEREOF the Parties have signed this Agreement on the day, month and
year mentioned above.

EXECUTANTS WITNESSES

___________________ 1. ___________________
Madhulika Shukla
Chief Executive Officer On behalf of the Franchisor
On behalf of the Franchisor

2. ___________________
___________________
Signature On Behalf of the Franchisee
Name of signatory-
On Behalf of the Franchisee

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