JVC TELICOM - HYDERABAD

JVC TELICOM
Distributor Agreement

JVC Telicom
Sy. No. 57, Shamshiguda Village,
Kukatpally, Hyderabad – 500072,
Andhra Pradesh, India.

Attorney & Pare Legal, Vijay Vardhan Kudari @ Jacques Jay & Co
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DISTRIBUTOR AGREEMENT

THIS DISTRIBUTOR AGREEMENT is made on this 19th day of July 2012 at Hyderabad.

BETWEEN

M/s. JVC Telicom, a registered and existing firm under the laws of Indian Partnership Act,
1932, having its registered office and place of business at Sy. No. 57, Shamshiguda Village,
Kukatpally, Hyderabad – 500072, Andhra Pradesh, India. (Hereinafter referred to as “JVC”,
which expression shall, unless it be repugnant to the subject or context thereof, shall deem to
mean and include its successors and assigns) of the FIRST PART.

AND

Mr. Atluri Srinivasa Deepak, aged ------, residing at MIG – 33, Flat No:302, Maruti Mansion,
Dharmareddy Colony, KPHB, Kukatpally , Hyderabad – 500072 (Hereinafter referred to as
“DISTRIBUTOR”, which expression shall unless repugnant to the context mean and include his
heirs, executions, administration and assigns) of the SECOND PART.

WHEREAS:-

I. WHEREAS the JVC is engaged in the business of automatic recharge solutions for any
kind of prepaid mobile. Mobile recharge, DTH recharge, API recharge, API facilitates
and DTH facilities, instant recharge of prepaid mobiles and providing various products
& services to the end users via internet and any other medium of m-commerce
through its Distributor network situated all over the India.

II. AND WHEREAS the JVC has proposed to expand their business all over India and for
this purpose with this agreement appoints DISTRIBUTOR.

III. AND WHEREAS the party of the SECOND part has approached to the JVC for
becoming DISTRIBUTOR of the JVC for operating/ managing the business in the area /
territory is more specifically specified in the ANNEXURE - A attached hereto.

IV. AND WHEREAS at the request of the party of the SECOND part the JVC has agreed to
appoint the party of the SECOND part as DISTRIBUTOR of the JVC, and the party of the
SECOND part has accepted such appointment as DISTRIBUTOR for operating/
managing the business, on the terms and conditions hereinafter mentioned.

V. WHEREAS the JVC & DISTRIBUTOR mutually agrees to narrate the same terms &
conditions specifically in writing.

APPOINTMENT AND DURATION

The JVC hereby appoints the party of SECOND part as DISTRIBUTOR for the said Outlet, and
allotted DISTRIBUTOR Code: - ___________________

DISTRIBUTOR has agreed to deposit of ` 10,000/- [Rupees Ten Thousand Only)] as Non-Interest
bearing Security Deposit (Nonrefundable) for the scheme you have preferred / subscribed
here below JVC shall not refund the Security Deposit after termination or expiry of this
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agreement.
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DISTRIBUTOR appointment will be effective and in force for a period of 1 (ONE) YEAR with
effect from the date of signing of this Agreement, unless earlier terminated or otherwise
extended in writing by the JVC in a manner consistent with the terms of this Agreement.

The appointment of DISTRIBUTOR shall be on Non – exclusive basis and the JVC reserves
unconditional right to appoint as many DISTRIBUTORS within the area it deems fit. The JVC also
reserves unconditional right to change the outlet originally allotted to DISTRIBUTOR by
intimating him in writing at least 30 days prior to change.

DISTRIBUTOR will update the JVC with the contact details, contact numbers and address and
any other information of the Merchants appointed under DISTRIBUTOR, as required by the JVC
from time to time.

The above agreement has come into being on the understanding that DISTRIBUTOR has a
demonstrated and active network of Distributors working under him. On the presentations
made by DISTRIBUTOR the JVC is convinced of its distribution setup and accordingly has
entered into this agreement with him, creating a multi layered distribution channel. The
agreement will be reviewed after a period of three months from the date for this agreement
w.r.t performance of the MASTER.

The activations purchased as part of his commitment towards the JVC through self and his
channel as a DISTRIBUTOR. These activations purchased should be sold to the merchants
latest within a period of three months.

The JVC reserves the Right to take the following actions within DISTRIBUTOR‟s Territory:

a) To Appoint or be represented by other or additional distributors;

b) To make Sales directly to any or all customers of the same and/or other JVC
Communications’ Products.

c) To sell and /or render services exclusively, on a direct basis, to certain types of
Customers or specific accounts which JVC may, in its sole discretion, Designate from
time to time in accordance with the current JVC policies. The JVC will notify
DISTRIBUTOR prior to appointing additional distributors in its Territory. It is pertinent to
note here that the JVC already has a Pan India network of Distributors and these
Distributors will keep operating notwithstanding the appointment of merchants.

RESPONSIBILITIES AND DUTIES OF JVC COMMUNICATIONS:

a) The JVC will supply to DISTRIBUTOR the appropriate signatures, logo and other
Promotional material at the cost of JVC.

b) The JVC will pay the commission /incentive as specified in the ANNEXURE - B as per
JVC’s rules. In addition to the commission /incentive as specified in the ANNEXURE - B
the JVC may, at its sole discretion, from time to time, determine commission
/incentive of DISTRIBUTOR any such modifications in ANNEXURE - B shall be informed
by the JVC in writing.

c) Addition, Discontinuance and Modification of Products. The JVC shall have the right at
any time to introduce new Products, and services and discontinue the sale of any of
its any products and services and make changes in the design or construction of any
of such Products without incurring any obligation or liability whatsoever. As much as is
possible under most circumstances the JVC will give DISTRIBUTOR a prior notice of any
discontinuance introduces of new Products.
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d) During the term of this agreement, the JVC Shall take reasonable action to assist
DISTRIBUTOR and his Channel’s Efforts to promote and sell Products, including the
provision of reasonable Quantities of support materials such as product information
and sales Promotional literature.

e) If the JVC, for any reason whatsoever, fails or is unable to deliver any Products
ordered by DISTRIBUTOR, the JVC shall refund the amount if any, paid by DISTRIBUTOR
to the JVC for such Products/services and shall get refund of his interest free security
deposit.

f) The Tax Invoice will be issued to DISTRIBUTOR for the activation billing purchased by
DISTRIBUTOR. TDS certificate will be issued to DISTRIBUTOR at the end of the quarterly
based on statutory requirements, against all the Trading Balance Transfer done by
DISTRIBUTOR. DISTRIBUTOR will be responsible for any Income Tax or Sales Tax or any
other tax liability (State or Union Government) for the transactions between
DISTRIBUTOR and its network of Distributor and retailers. Nothing in this agreement will
restrict the right of the JVC to deduct TDS from the commission payable to
DISTRIBUTOR / DISTRIBUTOR’s network of merchants.

RESPONSIBILITIES AND DUTIES OF DISTRIBUTOR:

a) DISTRIBUTOR shall be solely responsible for appointing Merchants for operating /

managing the business of various products & services.

b) DISTRIBUTOR agrees to use its best efforts vigorously and actively to promote the sale
of JVC Products in the Territory. In connection with such efforts, DISTRIBUTOR, at its sole
cost and expense, Shall organize and maintain a sales force and shall maintain
adequate sales and Services facilities within the Territory those are satisfactory to the
JVC.

c) DISTRIBUTOR cannot exceed his limit of merchandizing in the prescribed territory

allocated to him – The minimum number of retailers should not exceed more than 50.

d) DISTRIBUTOR shall purchase minimum of `. 50,000/- rechargeable amount at the time

of first induction.

e) DISTRIBUTOR shall maintain to the minimum of `. 10,000/- trading balance daily in their
allocated account.

f) DISTRIBUTOR shall use its best efforts to train dealers and merchants in its Territory as to
the proper usage and application of Products in accordance with policy and rules
and regulation framed by the JVC from time to time and provided to DISTRIBUTOR. The
Distributor shall sell the JVC products at a mutual agreed price to its retailers and shall
under no circumstances undercut in any market.

g) DISTRIBUTOR agrees to maintain an inventory equal to the amount prescribed by the

JVC and MASTER DISTRIBUTOR from time to time. Also Activation’s once billed to
DISTRIBUTOR will not be refundable.

h) DISTRIBUTOR agrees to Resell Products only to merchants who are located within his
network i.e., distributor’s Territory.

i) Each printed advertisement, flyer, handbill, Television spot, radio script, yellow pages
listing, webpage or any other Advertising or promotional material bearing or using the
trademark or trade name Recharge Point or pertaining to JVC Products must be
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approved by the JVC in writing prior to its use by DISTRIBUTOR or its network of
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Distributors..

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j) DISTRIBUTOR shall continually maintain to the Satisfaction of the JVC a general

reputation for honesty, integrity and good credit standing and shall maintain the
highest quality standards.

k) With respect to each DISTRIBUTOR location set forth on ANNEXURE - A, DISTRIBUTOR

shall not, directly or indirectly, promote, advertise, manufacture, market, distribute or
sell a product other than the JVC products, without prior approval from the JVC.

l) DISTRIBUTOR shall pay and discharge and the JVC shall have no obligation to pay for,
any expenses or costs of any kind or nature incurred by DISTRIBUTOR in connection
with its distribution function hereunder, including, without limitation, any expenses or
costs involved in marketing Products.

m) DISTRIBUTOR shall arrange the premises (whether owned or leased) for the said office
from where DISTRIBUTOR will operate / manage the business of the JVC for the area /
territory specified in ANNEXURE - A hereto.

n) DISTRIBUTOR shall employ, without any liability to the JVC, sufficient qualified staff
which is necessary to manage / operate the day to day operation of the said Outlet.
DISTRIBUTOR shall abide by all the local laws, Labour laws etc. The JVC will not have
any liability whatsoever for the employees employed by DISTRIBUTOR.

o) DISTRIBUTOR shall not promote any contest or promotional scheme or offer discounts
on behalf of the JVC in relations to the marketing/ distribution of any products &
services in which the JVC is dealing, without prior written approval from the JVC.

p) DISTRIBUTOR shall not represent himself as an agent of the JVC and will not use the
name of the JVC to obtain any credit against the said Outlet. The JVC will not be
concerned with or liable for any debts or liabilities of DISTRIBUTOR.

q) DISTRIBUTOR shall, at all times, conduct its business in accordance with the applicable
statutes, regulations, notification etc. issued by the Government or any other statutory
authority of that country where he is appointed as DISTRIBUTOR. Any liability arising
out of any breach or non-compliance by DISTRIBUTOR of any such statute, regulation
etc. shall be to the sole account of DISTRIBUTOR and under no circumstances shall
JVC be liable for any such breach of non-compliance.

r) DISTRIBUTOR will be responsible for collecting and providing valid and authentic KYC
information (Know Your Customer) of the retailers appointed by him within 7 days of
the activation of the merchant. The information should include a valid ID proof of the
merchant (PAN, Voters ID etc), address proof of the retailers etc among other things. If
the DISTRIBUTOR fails to provide the KYC information or provides incorrect or invalid
information to JVC. JVC reserves the right to deactivate such retailers. In such case
there will be no refund of the activation charges by JVC.

s) DISTRIBUTOR will keep a proper set of books of account and proper records relevant
to the Business in accordance with procedures set out by the JVC from time to time,
and accurately maintain them up to date at all time. DISTRIBUTOR acknowledges that
the JVC may require that the books of account and records relevant to the Business
be maintained on a computer using software approved by the JVC from time to time.

t) The activations purchased by the DISTRIBUTOR or the BT amount transferred by the

DISTRIBUTOR will not be refundable, in any case
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INDEMNITY:
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a) DISTRIBUTOR shall defend, indemnify and hold the JVC and its directors, officers,
employees, agents and sub-contractors (collectively, the "Indemnities") harmless
from and against, any and all suits, actions and proceedings, claims, liabilities, losses,
damages, costs and expenses, arising directly or indirectly in connection with a
violation of any law, regulation or order or the breach of any of its obligations or
representations hereunder, by itself or its directors, officers, employees, agents or sub-
contractors.

b) Neither Party shall be liable to the other for any special, indirect, incidental,
consequential, punitive, exemplary or trebled or other multiplied damages.

c) JVC does not undertakes any liability whatsoever in contract or tort (including liability
for negligence) or otherwise, towards and/ or for the acts or omissions of any third
party equipment and service providers including Telecommunication service
providers for equipment or services including Telecommunication services or for faults
or failures of such third party provider’s, equipment and/or services.

d) JVC shall not be responsible for any transit damage occurring during secondary
transit between “DISTRIBUTOR” and Merchants. JVC shall not be responsible,
answerable or liable for any act of forgery, deceit, cheating or misappropriation
including penalty, compensation or done by any other party.

e) DISTRIBUTOR shall agrees to protect, defend, indemnify and hold harmless JVC in
respect of direct losses or damages caused by its negligence or those of its
employees, agents or subcontractors and against liabilities, damages, fines, penalties
and costs (including legal costs and disbursements) directly arising from or relating to:

I. Any breach of any statute, regulation, directions, Order or standards from

any governmental body, agency or regulatory applicable to such party;
II. Any breach of the terms and conditions in this Agreement by DISTRIBUTOR
or its Distributors:
III. Any claim of any infringement of any Intellectual Property Right or any
other right of any third party or of law by DISTRIBUTOR.
IV. Any claim made by any third party arising out of the services or content
and arising in connection with interruptions or degradations of services
customers cause solely by DISTRIBUTOR.

TAX AND LEVY:

DISTRIBUTOR shall be liable to pay any other state, central or local taxes and levies such as
sales tax, service tax etc, as are applicable at the time of sales or supply of services or may
become applicable thereafter in respect of the services supplied or sold hereunder.

COMPLIANCE WITH STATUTES:

“JVC & DISTRIBUTOR” hereby undertakes to observe and comply with all laws, orders, rules,
regulations and other legal requirements and notifications, amendments made from time to
time.

OWNERSHIP RIGHTS AND INFRINGEMENT:

a) DISTRIBUTOR acknowledges that JVC owns all rights, title and interest in JVC’s name
and logo type, will not acquire any interest in any such trade names by virtue of this
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Agreement, its activities under it or its Affiliates with JVC.

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b) DISTRIBUTOR shall forthwith give notice in writing to JVC on any infringement or

colorable imitation of any of the trade names or trademarks, which are used on or
applied to, the products. DISTRIBUTOR shall at all times, if so required by JVC tender to
JVC all assistance in its power to restrain the infringement or colorable imitation of
any such trade descriptions trade names or trademarks. DISTRIBUTOR shall forthwith
cease and desist from using the name, logo, letter heads and other material having
JVC’s name or logo on termination of this agreement as provided in Termination
clause below.

INTELLECTUAL PROPERTY RIGHTS:

JVC brand name or trademark can be used in any marketing activity with the written
approval from JVC of any such activity from a competent authority. In case that the JVC has
approved to use its brand name or trademark, DISTRIBUTOR shall always forward all such
marketing material that directly or indirectly links to the JVC’s brand name or trademark for
written approval. In cases where the JVC doesn’t approve, the marketing activity cannot be
implemented with the use of the JVC’s brand name or trademark.

DISTRIBUTOR agrees, warrants and undertakes that it shall take steps aimed at ensuring that
JVC Intellectual Property Rights, the Products and software are not infringed, passed off,
diluted, reverse-engineered, hacked into, misappropriated, tampered with and/or copied for
any other reason by any of its directors, officers, employees, agents, consultants,
representatives, subsidiaries, associates, servants, except as expressly provided herein.

Each of the Parties does not under this Agreement or as a result of the provision of the
Services:

a. Assign any Intellectual Property Right of that Party to the other Party; or
b. Grant any license to the other Party in respect of any Intellectual Property Right of that
Party.
c. All Intellectual Property of either Party hereto shall remain in the ownership of the
person creating the same or owning the same.
d. Neither Party shall be entitled to use the Intellectual Property of the other Party in any
medium or document without the consent of the other Party.
e. Any Intellectual Property jointly developed in the course of this Agreement shall be
dealt with in the manner as mutually agreed

CONFIDENTIALITY:

1) DISTRIBUTOR agrees that all aspects of the contents of the Agreement shall be treated
as confidential and that no information in respect to the content of the Agreement
shall be disclosed without the prior written consent of JVC except as necessary to
implement the Agreement and inform customers.

2) DISTRIBUTOR hereby agrees to treat all information exchanged between DISTRIBUTOR

& JVC confidential includes any and all business, technical, business and financial
information related to any of the arrangements contemplated in this Agreement JVC
portal, including, specifications, samples, reports, forecasts, current or historical data,
computer programs or documentation information related to its internal
management, customers, products, services, concerning plans, marketing and sales
methods, materials, processes, procedures, devices utilized by the JVC, prices,
quotes, suppliers, manufacturers, customers with whom the JVC deals anticipated
products or services, processes, financial condition, employees, Intellectual Property
of Either Party, as the case may be, marketing strategies, trade secrets, business
plans/proposals, customer contract terms and conditions, Commission payable to
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DISTRIBUTOR pursuant to this Agreement, and other valuable, confidential information,

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documents and materials that are customarily treated as confidential or proprietary,

whether or not specifically identified as confidential or proprietary.

3) Notwithstanding the liability provisions of this Agreement, the Parties will disclose
Information only to their directors, employees, professional advisers and agents who
need to know such Information for the purposes of providing roaming services and
any transaction resulting there from, or for the borrowing of funds or obtaining of
insurance and who are informed of the confidential nature of such Information.
DISTRIBUTOR shall be liable under this Agreement to JVC in respect of any
unauthorized use or disclosure of such information.

4) In addition to the above, Information and the contents of this Agreement may be
transmitted to Governmental, judicial or regulatory authorities, as may be required by
any Governmental, judicial or regulatory authority including quasi judicial bodies.

5) For the purposes of the Agreement, Information and the contents of this Agreement
shall not be considered to be confidential if such Information is:

A. In or passed into the public domain other than by breach of this Article; or
B. Known to a receiving Party prior to the disclosure by a disclosing Party; or
C. Disclosed to a receiving Party without restriction by a third party having the
full right to disclose; or
D. Independently developed by a receiving Party to whom no disclosure of
confidential Information relevant to such Information has been made.

6) This article shall survive the termination of the Agreement for a period of One (1) year
but shall not in any way limit or restrict a disclosing Party's use of its own confidential
Information.

RELATIONSHIP OF PARTIES:

In the performance of this Agreement the Parties to this Agreement shall at all times be
independent entities and nothing in this Agreement shall constitute, or be deemed to
constitute, either Party as being the agent, partner or joint venture partner of the other.

TERMINATION:

Either Party shall have the right to terminate this Agreement with Immediate effect, if:

a) The other Party fails to perform any material obligations under this Agreement, and
such failure continues unheeded for a period of (60) days following receipt of written
notice of such failure, or

b) By giving three month notice to other party, with or without assigning any reason or

c) Default by DISTRIBUTOR the agreement may be terminated by the JVC immediately

upon the failure of DISTRIBUTOR to pay for products or services purchased by
DISTRIBUTOR in accordance with the terms of this agreement,

d) The other Party enter into liquidation, either voluntary or compulsory, or become
Insolvent, or enter into composition or corporate reorganization proceedings or if
execution be levied on any goods and effects of the other Party or the other Party
enter into receivership or bankruptcy.

e) Upon termination of this Agreement for any reason DISTRIBUTOR shall immediately
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cease to use all such trademarks or trade names and shall return to JVC all printed
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matters displaying its trader marks or trade name and shall return all confidential

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information as set out above to JVC and/or destroy all copies; promptly on JVC
request or on termination of this Agreement (whichever is earlier). The Distributor
agrees that such information remains the property of JVC.

f) The accounts of DISTRIBUTOR shall be settled as per JVC polices procedures and as
per general laws applicable in India.

ENTIRE UNDERSTANDING AND AMENDMENTS:

1) This Agreement embodies the entire understanding between the Parties relating to the
subject matter hereof and it expressly supersedes all previous understandings and
communications between the Parties, whether written or oral.

2) This agreement shall be executed in duplicate. The original it shall be retained by JVC
and the duplicate by DISTRIBUTOR.

3) Each Party hereto warrants that it has the authority to enter into this Agreement, and
the respective signatories, by executing this Agreement, warrant that they have the
authority to bind the respective Parties.

4) The Parties to this Agreement may, add, delete, amend or alter all or any of the terms
and conditions of this Agreement as mutually agreed from time to time and such
modification and changes shall not be effective until the same are in writing and duly
signed by the authorized representatives of the Parties.

SERVERABILITY:

In the event that any of these terms, conditions or provisions or those of any schedule or
attachment hereto will be determined by any competent authority to be invalid, unlawful or
unenforceable to any extent such term, condition or provision will to that extent be severed
from the remaining terms, conditions and provisions which will continue to be valid to the
fullest extent permitted by law.

NOTICE:

Any notice required or permitted under the terms of this Agreement or required by statute,
law or regulation will (unless otherwise provided) be in writing and will be delivered in person,
sent by facsimile or registered mail (properly posted and fully prepaid in an envelope
properly addressed) or sent by facsimile or by e-mail to the respective parties as follows:

JVC Telicom : Address as above

Fax :
Telex :
E-mail :

DISTRIBUTOR : Address as above

Fax :
Telex :
E-mail :

Or to such other address, facsimile number or e-mail address as may from time to time be
designated by notice hereunder. Any such notice will be in the [English] language and will
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be considered to have been given on the first working day of actual delivery or sending by
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facsimile or e-mail or in any other event within 10 working days after it was posted in the
manner hereinbefore provided.

FORCE MAJEURE:

Neither the JVC nor DISTRIBUTOR shall be liable for any inability to fulfill their commitments
hereunder occasioned in the whole of, or in part, by force majeure, including, but not
restricted to, strike, lock-out, fire, break –down, war, act, or regulation, or restriction of
Government, inability to secure Government authorization or approval, or any other cause
beyond their reasonable control. Such force majeure occurrence shall be notified to the
other party in writing immediately. The JVC shall, in such event, have the right to allocate
available Products among its customers in its sole discretion.

ASSIGNMENT

This Agreement and the rights and benefits accruing to DISTRIBUTOR are personal and
DISTRIBUTOR shall personally perform its duties and obligations hereunder and shall not sub-
contract or assign the same or any part thereof to any other person whatsoever. JVC may
assign any and all of its rights, benefits, liabilities, duties and obligations to an associate after
notifying DISTRIBUTOR in writing.

WAIVERS:

Each party agrees that any delay or omission on the part of the other party to exercise any
right, power or remedy under this Agreement will not automatically operate as a waiver of
such right, power or remedy or any other right, power or remedy and no waiver will be
effective unless it is in writing and signed by the waiving party. Further the waiver of any right,
power or remedy by either party hereunder on one occasion will not be construed as a bar
to a waiver of any successive or other right, power or remedy on any other occasion or
remedies and/or rights available under law.

GOVERNING LAW AND ARBITRATION:

1) This Agreement shall be construed, interpreted and governed by the laws of India
and the High Court of Andhra Pradesh shall have the jurisdiction with regard to the
subject matter of this Agreement.

2) Any dispute, controversy or claims arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance
with the provisions of the Indian Arbitration and Conciliation Act, 1996.

3) The arbitral tribunal shall be composed of three arbitrators, one arbitrator appointed
by JVC, a second arbitrator appointed by DISTRIBUTOR and a third arbitrator to be
appointed by such arbitrators.

4) The place of arbitration shall be Hyderabad and any award whether interim or final,
shall be made, and shall be deemed for all purposes between the Parties to be
made, in Hyderabad.

5) The arbitral procedure shall be conducted in the English language and any award or
awards shall be rendered in English. The procedural law of the arbitration shall be
Indian law.

6) The award of the arbitral tribunal shall be final, conclusive and binding upon the
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Parties, and the provisions of the Indian Arbitration and Conciliation Act, 1996 shall
apply.
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7) The cost of arbitration shall be shared equally between the parties.

IN WITNESS WHEREOF, the party hereto have hereunto set and subscribed their respective
hands and seals this day, 19th of July, 2012.

For JVC Telicom For Distributor

Authorized Signatory Authorized Signatory

Witness: Witness:

Signature : Signature :

Name : Name :

Address : Address :

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