Distributor Agreement

THIS AGREEMENT is made at NOIDA on this [DATED] between M/S DESIRE IT SOLUTION PVT. LTD.
(herein called the “Company”) which term shall mean and include wherever the context so require
to or permits their respective legal representative, executors, administrators, nominees and assigns
of the one part having its registered office B 131, Ground Floor, Sector 2, Noida, Uttar Pradesh-
201301, INDIA.

AND

M/s_____________ (herein called the “DSA”) office at

_____________________City:_________State__________PIN____________(hereinafter referred to
as the DSA (Direct Selling Agency) legal heirs, legal representative assigns of the other part.)

WHEREAS “M/S DESIRE IT SOLUTION PVT. LTD.” is PRIME DISTRIBUTOR of the EstudyClub
Membership which is engaged in selling and onboarding customer to the business called selling,
distribution, making of new clients, all the other activities necessary to grow the business of
EstudyClub Membership.
WHEREAS DSA approached M/S DESIRE IT SOLUTION PVT. LTD. to permit the DSA to Sell ESTUDYCLUB
MEMBERSHIP and DSA based on the representations made by DSA, “M/S DESIRE IT SOLUTION PVT.
LTD.” is desirous of appointing DSA for selling ESTUDYCLUB MEMBERSHIP and other services on terms
and conditions herein after contained.

NOW THIS AGREEMENT WITNESS AS FOLLOWS:

Section 1: The Agreement

1.1 This Agreement between the DSA and the Company begins on the day of the signing of this
contract and is valid for the period for 2 years from the date of signing subject to the conditions of this
agreement below.

1.2 The DSA is authorized to make sales on the behalf of the company and shall cover the location
wherein company is currently rendering services which may add on from time to time.

Section 2: Payment

2.1 DSA fee to be charged by the company shall be INR *******/- (+18% GST) for the Given Territory.
2.2 The paid fee shall be refundable if the DSA achieve the given target of 50% after the first 3 months
and the remaining 50% will be refunded after the next 3 months the agreement.

2.3 The DSA would be entitled for only be receiving Incentives on the basis of 2 different subscription
formats i.e. 3599/9999. The DSA have to achieve the target of 2000 signups in a month.

2.4 The Incentives on the same is as follows:

• 100%-90% - INR 800/Membership

• 89%-80% - INR 700/Membership
• 79%-50% - INR 600/Membership

NOTE:

1. If the targets are not achieved then the incentives will be 400 per signup.
2. INR 50 per membership bonus will be given if the target is achieved of 2000 membership
per month.
3. DSA will pay up to 10% Royalty of the total billing to the company.
The company will only pay the Incentives on every membership sold of the business. All payments are
subject to TDS and other taxes.

2.5 The company shall be responsible for making payments to The DSA on closures. The Payment
incentive will be paid on semi-monthly basis (15 days).

SECTION 3: DSA RESPONSIBILITIES

3.1 Objectives:

A. Carry on business of promoting, selling and managing EstudyClub Membership.

B. Operate efficiently and economically.
C. Attain maximum competitive position and strive for significant market share in India.
D. Maximize profits and provide attractive benefits on an ongoing basis.
E. The DSA may request to the company for any presentation corporate or otherwise. The company
may as per its discretion decide to accompany the DSA in such presentation.

3.2 It is the basic duty of the DSA to ensure there are no incorrect commitments made to the customer
for making the sales. They should take all the reasonable measures to ensure that the correct
information is given to the customers at the time of sales directly or indirectly. While making the sales,
the DSA should ensure that the same falls within the framework of the existing company’s policies and
procedures. The DSA on receipt of any complaint should get in touch with the respective customer
and inform to the company as well. DSA shall coordinate with the complainant without misleading
them or making any false commitments, failing which the DSA will be liable for the consequences
thereof.

Section 4: Company Rights & Responsibilities

4.1 The company shall hold the rights to change the reporting responsibilities of the DSA’s.
4.2 Company will also provide support in the form of Training of DSA Team.
4.3 Company will be updating the DSA with any New Tie-ups, Collaborations, and updates.
Section 5: Confidential Information

a. During the term of this Agreement each party may disclose certain Confidential Information to the
other party. For the purpose of this Agreement the “Confidential Information" shall mean, in particular
but without limitation, any of the following, whether disclosed orally or in writing, learned through
observation or examination of any documents, licenses, contracts, books, records, data, software,
source codes, specification, data-‐sheets, or products of EstudyClub Membership; or learned through

observation or examination of offices of EstudyClub Membership, processes, procedures or

technology, including, any EstudyClub Membership Software or otherwise learned in any manner
except as set forth in section 5 hereof: any and all confidential matters, including, without limitation,
technical know-‐how, software, drawings, diagrams, trade secrets, technical data, analyses, concepts,
technical processes, formula, specifications, inventions, suppliers, customers, employees, consultants,
corporate status, business activities, pricing policies, operational methods, customer information,
financial information, sales information, marketing information and other business affairs, analyses,
studies, software and other documents and deliverables and any other information, which ought
reasonably be considered confidential to the disclosing party.

b. The parties will make reasonable efforts to identify orally or in writing, specific information or
materials which they consider confidential. To the extent practical, the parties shall furnish
Confidential Information in documentary or tangible form marked as "Confidential". If disclosure of
Confidential Information is unmarked or in non-‐documentary form (e.g. disclosed orally or by visual
inspection) the disclosing party shall have the right to confirm in writing the fact and the general
nature of such disclosure within 30 days after such disclosure is made; nonetheless the failure to do
so shall not relieve the receiving party of its obligation to protect the same where circumstances of
the disclosure and the nature of the information or materials otherwise gave the receiving party
reason to know of the confidential nature of such information or materials.

5.1 The provisions of section 3 shall not apply to:

a. Any information in the public domain otherwise than by breach of this Agreement;

b. Information in the possession of the receiving party thereof before disclosure by the disclosing
party, without wrongful act or breach of any legal obligation of the receiving party;
c. Information obtained without restriction from a third party; and information required to be
disclosed by a court of competent jurisdiction, governmental body or applicable regulatory authority,
provided that, to the extent allowed by law, the receiving party promptly notifies and consults with
the disclosing party regarding such disclosure and takes all reasonable measures to minimize the
extent of such disclosure.

Section 6: Rights

6.1 The trademark and any copyrights belonging to the Company will remain the property of the
company at all times. DSA has the right to use the trademarks and copyrights for the purposes of
advertising and promotion, provided that the DSA has taken prior approval from the Company.

6.2 Any misuse of the Company’s trademarks or copyrights will result in punishment for misusing these
items.

Section 7: Renewal and Termination

7.1 This agreement is valid for 2 years from the date of signing. After expiry, should both parties agree
to renew the agreement, a new contract will be drafted and signed. Both the parties will be free to
sever the agreement at any time, for any reason or no reason, with 1 month advance written notice.
Any pending payments on the date of termination of agreement will be settled by company in next 15
days. Post termination, DSA will be liable to return back all the property belonging to company.
7.2 The Company would be charging 50% of the first agreement as Renewal Fees from the DSA at the
time of Renewal, if the renewal is done within 1 month of the expiry of the contract, if all the criteria
listed by the company are met by the DSA.
7.3 Company has the right to withdraw the DSA’s rights at any time if DSA fails to comply with ALL
company standards, and will not receive any compensation as a result. Company is providing a target
of 2000 membership in a month for DSA, if in case DSA is not doing 50% of the target then the
company have the right to terminate this agreement.
8.Warranties and Liability

(a) Each party disclaims any and all representations and warranties, and excludes all warranties,
representations or undertakings relating to performance including any other warranties that might
otherwise be implied, such as those of satisfactory quality, merchantability, fitness for a particular or
any purpose, or ability to achieve any particular result.

(b) Each party will indemnify the other party for personal injury or death caused by the negligence of
its employees in connection with the performance of their duties hereunder, or by defects in any
product supplied pursuant to this Agreement.

(c) In no event will either party be liable for any damages resulting from loss of data or use, lost profits,
loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any
act or omission of that party, whether such damages were reasonably foreseeable or actually
foreseen.

(d) Neither party shall be liable to the other for any losses whatsoever (whether lost future revenues,
lost future profits, expenditure incurred to no benefit, or otherwise) suffered or incurred by the other
party solely or substantially because this Agreement has been terminated.

(e) M/s Desire IT Solution Pvt. Ltd. hereby excludes all liability that it has not expressly assumed in
this Agreement. These limitations will apply regardless of the form of action, whether under statute,
in contract, tort, including negligence, or any other form of action. For the purposes of this section 8
DSA or M/s Desire IT Solution Pvt. Ltd. includes its employees, sub-‐contractors and suppliers.

(f) Any changes to the terms and conditions or policy will only be accepted after the written consent
provided by the second party to the first party.

9. Neither party shall have any right or authority to bind or obligate the other in any manner or make
any representation or warranty on behalf of the other.

10. Nothing in this Agreement shall be deemed to imply or create a partnership or joint venture
between the parties or an agreement to share profits or losses arising out of work done in respect of
the Activities and/or the Business Opportunity.
11. This Agreement is under, and shall be construed according to the laws of the Government of India.
Each party hereby irrevocably agrees that the courts of Government of India shall have exclusive
jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to this
Agreement or breach thereof, and that the laws of the Government of India shall govern such
controversy or claim.

12. This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and shall supersede all previous representations, agreements and other
communications between the parties, both oral and written. The parties do not seek to avoid liability
for fraudulent misrepresentation.
13. If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid,
void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be
affected thereby, and that the remainder of this Agreement shall remain valid and enforceable. The
expiry of this Agreement or the termination thereof for whatever reasons shall be without prejudice
to the respective rights and liabilities of either of the parties hereto accrued prior to such termination.
This Agreement may not be changed, modified, amended, released or discharged except by a
subsequent written agreement or amendment executed by duly authorized representatives of M/S
DESIRE IT SOLUTION PVT. LTD. and DSA.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement through their duly
authorized representatives on the dates set forth below:

Signed for and on behalf of FIRST PARTY (COMPNAY)_______________________________________

PRIME DISTRIBUTOR
M/s DESIRE IT SOLUTION PVT. LTD.
Date:

Authorized Signatory
Signed for and on behalf of SECOND PARTY_(DSA)__________________________________________
COMPANY NAME:
Title: DSA
Date:

Authorized Signatory