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SALES AGENT AGREEMENT THIS AGREEMENT is made at Mumbai on this ______ day of ______________ 20____________ BETWEEN, THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED., a Company incorporated and registered under the Indian Companies Act, 1866, and having its Registered Office at Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai 400 001 hereinafter called the Company (which expression shall unless it be repugnant to the meaning and context thereof be deemed to mean and include its successors and assigns) of the FIRST Part. AND Mr._________________________________________, Indian Inhabitant carrying on business as Sole Proprietor / Partnership Firm in the name and style of M/.s______________________________________________ and having his office at ________________________________________________________________ hereinafter called Agent (which expression shall unless it be repugnant to the meaning and context thereof be deemed to mean and include his/her heirs, executors, administrators and assigns/assigns of the last surviving partner) of the SECOND Part.

AND WHEREAS:

(a)

The Company is engaged in manufacturing, trading and marketing of various kinds of textiles, made-ups, clothing and other products enjoys a very high reputation in terms of quality standards and as such has become a household name with its brand name among the top in India. The Company is desirous of appointing del credere agents for marketing and to promote the sales of the Companys product in various territories as defined in this agreement. The Agent is ready and willing to be appointed as a del credere agent of the Company on non-exclusive basis for the territory to promote market and for sale of Companys product.

(b)

NOW THESE PRESENTS WITNESSETH and parties hereby agree as follows: 1. DEFINITIONS: In this Agreement (including the Recitals), unless the context requires otherwise, the following words and expressions shall have the meanings set out against them respectively:

(a) (b)

(c) (d) (e) (f) (g)

Agreement shall mean this agreement, including all its annexure, schedules, articles, clauses and provisions hereof and any modifications from time to time. Dealers shall mean any person or entity introduced by the Agent purchasing the Products for the purpose of completion or further sale to customers and includes distributors duly approved and authorized by the Company. Party shall mean either the Company or the Agent individually and Parties shall mean the Company and Agent collectively; Person includes any individual, partnership, corporation, company, unincorporated organization or association, trust or other entity. Product shall mean the textiles goods manufactured by the Company and/or marketed and sold by the Company under registered brand name BOMBAY DYEING BLOOMS. Territory shall mean the districts/towns as per annexure. Trademarks shall mean the Bombay Dyeing name/mark, corporate name/logo with Kaanta Chaap and/or Bombay Dyeing Blooms and/or any other marks or logos or intellectual property registered, applied, associated with the Company or used by the Company. Words and expressions not specifically defined herein shall have the same meaning as assigned to them in common parlance understood in the business of the Parties.

2. 2.1

APPOINTMENT OF AGENT The Agent shall be non-exclusive del credere agent for marketing and sale of the Products of the Company in the Territory and the Agent hereby accepts such appointment as general sales agent on terms and conditions as mutually agreed and recorded hereinafter. The appointment of the Agent shall be initially for a period of ____________ years from date of execution of this Agreement unless sooner terminated. The Parties may extend the appointment on mutually agreed terms. It agreed and accepted by the Parties that this Agreement shall not confer exclusive territorial and/or selling rights to the Agent. The Company reserves its

2.2

2.3

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right to appoint other agents, distributors, stockists, dealers and approach customers directly within the Territory in respect of the Products. The Company shall be entitled to market and sell the Products directly without any reference to the Agent. In the event of occurrence of such direct sales, Agent will not be entitled to commission. 3. AGENTS DUTIES AND REPONSIBILTIES The Agent shall operate within the Territory by marketing the Products. The Agent shall contact Dealers in the Territory and cause them to purchase the Products from the Company. The Agent shall procure purchase orders from Dealers. All orders shall be directly placed on the Company and the Company shall issue confirming indents to the Dealers. The Agent shall not enter into any contract(s) or commitments on behalf of the Company. The quantities to be sold, pricing, delivery schedules and terms of credit shall be stipulated by the Company according to its policies in force from time to time. The Agent shall from time to time provide to the Company a list of Dealers who have been contacted by it for the purpose of promoting the sales of the Company. The Right to supply products to any dealer shall be discretion of the company. The Agent shall be responsible for payment by the Dealers to the Company for the goods sold by the Company to the Dealers from time to time. The Agent hereby guarantees the payment for the Products sold by the Company to the Dealers as and when it becomes due and payable. In the event of failure on the part of the Dealers to make payment, the Agent shall forthwith and without any delay make payment of the total outstanding amounts due and payable by such defaulting Dealers. Upon making payment of the outstanding amounts on behalf of the defaulting Dealers, the Agent shall be subrogated with the rights of the Company for recovery of the amounts from the defaulting Dealers and shall be entitled to initiate any legal proceedings against any of the defaulting Dealers for recovery of the outstanding dues at their own costs and risks. If necessary, the Company shall assist the Agent in its lawful recovery action by executing necessary authority or writing in its favour but solely at the risks and costs of the Agent. The Agent shall be required to meet sales targets for the allotted territory as specified by the company from time to time. The Agent shall ensure compliance of proper and adequate procedural formalities relating to preparation of contracts, discharge of goods and performance of contracts as may be required by the Company from time to time. The Agent shall ensure that the Dealers refrain from indulging in any type of unfair trade practices or breach the terms of sales as prescribed by the Company for the Products, The Agent shall be liable and responsible for any loss caused to the Company on account of any violation by any Dealer. The Agent shall not follow any unfair trade practice under the Monopolies & Trade Practices Act. 1969. The Agent shall inform the Company of the market conditions and in particular, furnish such statistics in relation to the Products as well as the activities of the competitors of the Company as may be required by the Company from time to time. The Agent shall from time to time upon the request of the Company furnish sales reports, returns and other information relating to the distributorship and market conditions in the form as suggested by the Company.

3.1

3.2

3.3

3.4

3.5

3.6

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The Agent shall promptly either by itself attend to or cause the Dealer to attend to complaints received from the Dealers for any Products supplied to them by the Company. The Agent shall inform the Company of any manufacturing defect in the Product so as to enable the Company to take preventive steps to cure such defects. In the event any complaint results in any legal claim against the Company, the Agent shall assist the Company in redressal of such claims and litigation, or if any arising out of consumer grievances under The Consumer Protection Act 1986. It is clarified that the execution of this Agreement shall not create any right in favour of the Agent in the Trademarks, Copyrights or any other property of the Company. The Trademarks and other properties (moveable or immoveable) shall always remain the property of the Company. The Agent shall not alter, remove, conceal or otherwise interfere with any markings or nameplates or other indication of the source or origin of the goods which may be placed by the Company on the Products. The Agent shall protect the Trademarks of the Company against fake goods and infringement of any of the Trademarks or passing off goods as Products by counterfeiters. In the event the Agent detects any infringement of the Trademarks or passing off the Products, the Agent shall immediately inform the Company and shall prudently take all necessary steps to prevent such breach. The Company agrees to reimburse costs and expenses, if any, incurred by the Agent to protect the Trademarks. The Agent shall not sublet, assign or otherwise part, create any third party rights without written consent of the Company with respect to the said business. The Agent shall obtain all necessary licenses, permits, approvals etc. and comply with all statutory requirements necessary for conduct of its business. The Company shall not be liable or responsible for any breach or violation by the Agent. The Agent shall not deal with goods manufactured and/or marketed by any other company which are similar to the Product in any circumstances whatsoever, as specified in Annexure 1 hereto except the goods marketed by the Agent at the time of execution of this. The Agent shall not indulge in any activity which is contrary to or hampers the reputation or business of the Company within the Territory. The Agent agree not to enter the territory of any other sales agent of the Company for the purpose of selling companys product, or to endeavor, directly or indirectly, to make sales of Companys product for use outside of Agents territory. The Agent shall not assign its rights or permit change of its management, constitution or ownership without prior written consent of the Company. The Company shall be entitled to assign the benefits of this Agreement. The Agent shall maintain confidential the contents of this Agreement or the details of turnover, methods of operation, publicity, financial plans, present or future plans or the policy of the Company and the same shall not be disclosed to any third person without prior written consent of the Company. The Agent agrees to keep confidential such information as Company may from time to time impart to Agent regarding Companys business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information. BOMBAY DYEING AND KANTA CHAAP WITH THE SCALES BLOOMS, BOMBAY DYEING BLOOMS and related trademarks, copyrights are the belongings of the company and the Agent shall obtain written consent of the Company prior to

3.8

3.9

3.10

3.11

3.12

3.13

3.14

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issuing or publishing any advertisement, paper release, or promotional material or pamphlets to any Person/Dealers or any similar activity wherein Company brand name or logo or any trademark is used. The Agent hereby indemnifies and shall keep indemnified the Company against any claims, losses and damages, suffered by or caused to the Company or any of its directors or officers on account of any representations, acts, omissions, conduct of the Agent while carrying on its business. The Agent, having agreed to devote Agents whole time to Companys business, shall not purchase or deal in other textile products on Agents own account in any way during the continuance of this agreement. Agent will not engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing, buying, selling or dealing in Textile Products, in the territory described for a period of two (2) years, after the termination of the agency created by this agreement, without written content of the Company. CONSIDERATION AND SECURITY DEPOSIT In consideration of the obligations of the Agent, the Company shall pay to the Agent a commission calculated @ 2% of the Net Revenue generated through Agent. The Net Revenue shall mean the sale value of the actual dispatches made by the Company to the Dealers (irrespective of the purchaser orders) during the Year at ex-factory/ex-warehouse/ex-depot price net of excise duty, VAT and other statutory taxes payable on such dispatches and value of goods returned credit notes issued by the Company. For the purpose of calculating the commission payable to the Agent, only sales for which the payment has been received by the Company shall be taken into account. The Company reserves its right to change the mode of calculation of or the percentage of commission from time to time and inform accordingly to Agent. Agent waives claim to a commission on any sales made in Agents territory other than through Companys offices or regular sales agencies when, in the opinion of the Company, the general conditions of the business in any part of the country necessitate the sale of Companys product through other sales channels. The Company shall pay the commission to the Agent on half yearly basis, calculated at the end of 31st March and 30th September every year, within 3 months from the end of the half year period after conciliation of the accounts to determine Net Revenue of paid sales. If payment of commission attracts any tax, levy or charge (for. e.g. TDS, Service Tax etc) the same shall be borne and paid by the Agent or the Company shall be entitled to make necessary deductions for the same from the payment and pay directly to the concerned authorities. As security for the due performance of the obligations of the said Agent under this Agreement, the said Agent shall keep a deposit with the Company of a sum of Rs. ______________/- (Rupees ____________________________________________ only). Every year 10% from the amount of the commission payable to the Agent shall be added in the said deposit. The entire Security deposit shall carry interest @_____% as per Companys policy from time to time from the date of deposit until repayment or adjustments if any therefrom. On expiry of the term or earlier termination of this Agreement, the Company shall refund the amount of Security Deposit along with accrued interest thereon to the Agent after adjusting the amounts due and recoverable from the Agent. COMPANYS OBLIGATION

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3.16

4.

4.1.

4.2.

4.3.

5.

6 5.1 The Company shall endeavor to deliver the goods to the Dealers as per their
purchase orders. 5.2 The Company shall make timely payment of the commission to the Agent in the manner agreed hereinabove. 5.3 The Company shall furnish to the Agents, regular reports of sales made to the Dealers and details of payments received and outstanding from each Dealer. 5.4 The Company shall furnish to the Agents, certificates of TDS and other deductions made by the Company towards taxes, levies or other statutory dues from the commission payable to the Agent. 6. TERMINATION

6.1 The Company shall be entitled to terminate this Agreement by giving two (2) months notice in writing to the Agent without assigning any reasons whatsoever. The Agent shall be entitled to terminate this Agreement by giving the Company six (6) months written notice specifying its intention to terminate the agreement. Provided however, that the right of termination shall be exercised by the Agent only after the completion of one year period from the date of execution of this Agreement. Provided, the Agent can exercise right of termination only when there should be No dues of whatsoever nature from the Agent and/or from the dealer in the territory assigned to the Agent. 6.2 Provided in event of termination or earlier determination or expiry of this agreement, the agent have authorized the Company, at the option of the Company, to appropriate such refundable adjustable Security Deposit towards any amount/s dues and/or defaulted by the Agent or Dealer appointed through him, payable to the company and/or to any third party, in any of which case/s, the Agent shall make good, all such shortfalls in the refundable adjustable Security Deposit. 6.3 The Company shall at any time during the tenure of this Agreement terminate this Agreement by giving one months prior written notice to the Agent on the following grounds: (a) If the Agent fails to rectify any breach of this Agreement or any of the Companys policy for the time being in force of which the Agent is guilty resulting in the notice of termination; If conduct of the Agent is prejudicial to the interest or business of the Company. The discretion of the Management of the Company shall be final in this regard; If the Agent is declared as insolvent, bankrupt, dissolved or wound up (as the case may be) either voluntarily or on account of proceedings initiated by any person against the Agent; If a receiver is appointed for substantial part of the assets of the Agent in action initiated by any creditor for recovery action; If there is change in constitution of the Agent without prior permission of the Company;

(b)

(c)

(d) (e)

6.4 Upon receipt of notice of termination of this Agreement by either Party, the Agent shall during the notice period settle all the outstanding dues of all sales made by the Company to the Dealers. The Company shall be entitled to appropriate the amount of security deposit kept by the Agent with the Company during the

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term of this Agreement towards repayments of the amount guaranteed by the Agent. Notwithstanding the termination of this Agreement, the Agent shall continue to remain liable for the outstanding amounts due from the Dealers for the Products sold and delivered to them during the term of this Agreement. 6.5 Expiry or termination of this Agreement shall not affect the pending obligations of the Parties as on the date of termination. The rights, duties and responsibilities of the Agent and Company shall continue in full force and effect during the period of notice for termination of this agreement. 7. GENERAL

7.1 Nothing herein contained shall constitute the Agent as a sole selling Agent of the Company. The Agent shall not represent or commit the Company to any obligations otherwise than by or under the express authority in writing given by the Company. 7.2 All stamp duties, registration charges and other taxes / charges payable on the execution of this Agreement or at any time hereinafter shall be borne and paid equally between the Parties. 7.3 This Agreement maybe amended, varied or modified with the mutual consent of the Parties and no such amendment, variation or modification shall be valid unless reduced to writing and signed by or on behalf of both Parties. 7.4 It is agreed between the Parties that the relation between the Parties shall be principal to agent. This Agreement shall not amount to or constitute any joint venture/partnership between the Company and the Agent. 7.5 It is expressly agreed that the Company shall not be liable for any acts, omissions done or caused to be done or representations made by the Agent to any Person unless the same is ratified in writing by the Company.

7.6 All notices and reports required to be sent by either party to the other shall be sent
by hand delivery, speed post or a reputed courier service, at the address given by the Company.

7.7 No failure or delay on the part of the Company in exercising any right hereunder,
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or future exercise thereof or the exercise of any other right. The remedies herein are cumulative and not exclusive of any remedies provided by law.

7.8 Any breach of the terms of the contract amounts to loss of business on account of
THE COMPANY then the Agent/Guarantor shall make good the losses as raised by The Company shall have option to recover the losses from the security amount deposited by Agent/Guarantor to THE COMPANY.

7.9 This Agreement shall be subject to Courts within the jurisdiction at Mumbai.
7.10 In the event of any dispute or difference arising between the Parties hereto or as to the rights and obligations under this Agreement or as to any claim, monetary or otherwise of one party against the other or as to the interpretation and effect of any terms and conditions of this agreement, such dispute or difference shall be referred to Arbitration of a sole Arbitrator to be jointly appointed by the Parties. The arbitration shall be governed by The Arbitration & Conciliation Act, 1996 and conducted in English language. The venue for such

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Arbitration shall be at Mumbai. The award shall be final and binding on the Parties. 7.11 The original Agreement shall be retained by the Company and a duly attested copy thereof shall be provided to the Agent.

IN WITNESS WHEREOF the parties herein have executed these presents on the ________ day of _____________ 2011. SIGNED, SEALED AND DELIVERED ) THE WITHINNAMED FIRST PARTY ) M/S. Bombay Dyeing & Manufacturing ) Co.Ltd. through its authorized signatory) Mr. ______________________________ ) in the presence of ) ) 1. ) ) 2. )

SIGNED, SEALED AND DELIVERED ) THE WITHINNAMED SECOND PARTY Mr. _____________________________ ) in the presence of ) ) 1. ) ) 2. )

ANNEXURE A PRODUCTS UNDER BOMBAY DYEING BLOOMS BRAND

1. 2. 3. 4. 5.
6.

7.

TERRITORY

1. 2. 3.

For The Bombay Dyeing & Mfg. Co. Ltd. ______________________________

For

Authorsied signatory

Authorsied signatory