This AGREEMENT made on the 21st March 2022, by and between

KRISHIKA SERVICES, a proprietor firm incorporated under the Companies Act, 1956,
having its registered office D 1002 Elite Homz Sector 77 Noida 201301 Uttar Pradesh India
(hereinafter referred to as the “Company”, which expression shall, unless repugnant to the
context and meaning thereof, shall include its successors, nominees, and permitted assigns)
of the FIRST PART

AND

XXX, a Prop. firm, having its Registered Office at xxx and its Proprietor MrX (here in after
referred to as the “Dealer” which expression unless repugnant to the context or meaning there
of be deemed to include his, legal representatives, executors, administrators, successors, and
permitted assigns) of the SECOND PART,

WHEREAS:

The Company manufactures and sells the products listed in Section 1.C below (the “Products”). The
Dealer desires to purchase the Products from Company for resale in the territories or geographic
areas as defined in Section 1.B (the “Territory”). Company desires to appoint Dealer as its exclusive
Dealer of the Products in the Territory, and Dealer desires such appointment subject to the terms
and conditions set forth in this Agreement, including any exhibits or schedules attached hereto.

Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the
Parties, intending to be legally bound, agree as follows:

1. Appointment, Acceptance & Scope

a. Exclusive Appointment. Subject to the terms and conditions of this Dealer Agreement,
Company hereby appoints and grants Dealer the exclusive right and the first right of refusal
to sell and distribute the Products to customers located in the Territory (the “Customers”)
and to render other services as a Dealer for Company as set forth herein. Dealer shall limit
its activities with respect to the Products to Customers located within the Territory and
refrain from selling or otherwise transferring, directly or indirectly, the Products to any
person outside the Territory, without the express written consent of Company. Company
shall not sell or otherwise supply, directly or indirectly, the Products in the Territory except
by sale through the Dealer, and Company has the right to contact any of Dealer’s Customers
for any reason, without the prior written approval of Dealer.

b. Territory. The territory under this Agreement shall mean the XXX, INDIA

c. Products. The Products shall mean HeraldEBike (Battery Operated scooter/bike in low Speed) and
related:

● Spare parts,
● Batteries
● Chargers
● It shall also include any product modifications that may be added in future within the term
of this agreement manufactured and sold by the Company to the Dealer for distribution.
 d. Relationship of Parties. Dealer is an independent contractor and is not and shall not be
deemed to be an employee, legal representative, Dealer, general agent, joint venture or
partner of Company for any purpose. Dealer acknowledges that Company has not granted it
any authority to make changes to Company’s terms and conditions of sale, grant any
warranties in excess of those extended by Company or limit its liabilities and remedies, sign
quotations, incur obligations (expressed or implied), or in general enter into contracts on
behalf of Company or bind Company in any transaction with customers, governmental
agencies or third parties.

e. Effective Date: Effective DATE shall mean the date of successful payment of non-
refundable amount of INR 50,000 (Rupees fifty thousand only) on dealership signup.

f. Purchase Order: A purchase order (PO) shall represent an official document that the
Dealer send to the Company to document its requirement of products delivered

WHEREAS:

KRISHIKA SERVICES is the Manufacturer of the HeraldEBike (Battery Operated in low Speed)
(as hereinafter defined);

The Company has determined that to enhance the development of the market and increase the
sales of its Product in the Territory, it would be advantageous to co-ordinate its distribution
activities with a Dealer in the Territory who possesses a readily available and extensive sales
network in the Territory; and

a. The Dealer wishes to enter into this Agreement with the Company to undertake distribution and sale
of Product in the State of XXXX, INDIA
on the terms and conditions contained herein.

NOW THEREFORE IT IS HEREBY AGREED BETWEEN THE PARTIES HERE TO

AS FOLLOWS:

1. Company hereby appoints the Dealer for distribution, and sale of the Services subject to the
terms and conditions set forth in this Agreement and the annexure annexed to this
Agreement.

2. The Dealer represents and warrants that

a. it possesses requisite and valid licenses, expertise and resources to provide the
services of distribution and marketing of our products and services.
b. it has all requisite power and authority to enter into this Agreement with the
Company and
c. There are no proceedings pending, which may have an adverse effect on the ability of
Dealer to perform and meet its obligations under this Agreement.

3.The detailed terms and conditions of the Agreement are set out in the following Annexure.
d. ANNEXURE A. Terms and Conditions
e. ANNEXURE B. Compensation
f. ANNEXURE C. Documentation Required

The Annexure A, B, C shall form an integral part of this Agreement

4.This Agreement shall commence on the Effective Date and shall continue in full force and
effect for a period of 1 years. (here in after referred to as the “Term”).

5.The Agreement may be terminated by either parties at will or without cause.

a. If the termination is without cause, sixty (60) days advance written notice must be
provided by the terminating party to the other party. Each party acknowledges that
such period is adequate to allow it to take all action required to adjust its business
operations in anticipation of termination.
b. If the termination is for cause such notice may be provided at the option of the
terminating party but shall not be required.
c. Cause for purposes of this paragraph shall include but not necessarily limited to
following. Cause shall exist for termination by either party
i. if either party breaches any provisions of this agreement
ii. attempt assign this agreement except under circumstance permitted
agreement, liquidates or terminated its business is adjucated a bankrupt,
makes an assignment for the benefit of creditors.
iii. invokes the provisions of law for the relief of debtors or files or filed against it
any similar proceeding.
iv. The company shall buy back only vehicles without battery after inspection
(the condition of the vehicle should be same as delivered by the company i.e.
without scratches, damage or any fault in motor, controller.) if found
faulty/damaged or used in any manner company has the right to deduct the
amount or deny from buying back, however if the condition remains fine
company will buy back the product at current market value excluding gst .
The amount shall be credited within 120 days of receiving the product.
v. The freight charges for returning goods shall be paid by the Dealer.
vi. If found dealer selling any other brand products of same category without
informing the company ,the company holds the right to cancel dealership and
appoint new dealer in the area and company holds the right to put a penalty
of INR 10 Lakh or above.

6.Any notice, request, consent, waiver or other communication required here under shall be
effective only if it is in writing and shall be deemed received by the Party to which it is sent

a. upon delivery when delivered by hand,

b. three (3) days after being sent, if sent with all sending expenses prepaid, by an
express courier with a reliable system for tracking delivery,
c. when transmitted, if sent by confirmed facsimile, or
d. seven (7) days after the date sent if sent by certified or registered mail, postage prepaid,
return receipt requested, to the addresses specified below unless a Party has previously
notified the other Party in writing of a change of that address.

ANNEXURE-A
Term & Conditions

1. Company gives the rights/permission to the Dealer to appoint Sub Dealer and Retail
partners for increasing business in its State. The radius assigned to the Dealer shall
mean 40 kms radius from the showroom location.

2. Dealer can appoint Sub Dealers with proper channel and documents.

3. Sales Volume should be a minimum of 16 (Sixteen) HeraldeBike(here in after referred

 to as the “Minimum Order Quantity”) per month for Dealer on regular basis.

4. The Company reserves the rights to reject, cancel or appoint any Dealer/Sub Dealer at any
point during the term, if the Dealer engages in any illegal or unlawful business activity.

5. Purchase orders shall only be considered effective after collection/deposit of full payment
by the Dealer.

6. The Company will take a minimum of 7-10 working days for product dispatch from its
registered office.
7. Products exhibiting defects upon receipt by Dealer may be returned by Dealer to Company
for credit or replacement in accordance with Company's return policy for defective
products.

8. The Dealer shall deposit a Non-Refundable amount of INR 50,000 (Rupees fifty thousand
only) As Franchisee Fee.

9. For addition of every new Sub Dealer the Dealer must pay a Non-Refundable amount
of INR 30,000 (Rupees thirty thousand only) to the Company.

10. The Company shall provide effect advertising, convention participation, catalogues and
literature at no cost to Dealer to enhance Dealer's sales effort as company reasonably deems
necessary.

11. Company will keep Dealer informed of promotional activities, new products and policies of
Company regarding the Product.

12. Company shall provide 3-year warranty on Scooter for the customers PAN INDIA.

13. Battery/Charger warranty shall be provided by the manufacturer (Mentioned on

Battery/Charger).

14. Any Dealer/Distributor needs to place next order within 90 days, if the
dealer/distributor fails to do the same the company holds the right to appoint
another Dealer/Distributor in the same Location or District. If the stock availability
with dealer/distributor is less than 5/20 scooter they have to place their order
immediately.

15. Any Warranty will be applicable to the Dealer, Distributor or Customer, if the
scooter, battery and charger is purchased from Heraldebike.

16. Branding Support

Glowsign Board
Sunboard Flex
4 Pc Flex
1 Standy
1 Canopy
1 Frosted Sticker
1 Rotating Light
Board
200 Visiting Card
 ANNEXURE-B
Compensation

If the Dealer achieves the Minimum Order Quantity of 16 (Sixteen) HeraldeBike per month they
will be eligible for the below mentioned benefits granted by the company

1. Advertisement Support budget as per company discretion

2. Employee budget of INR 10,000/- to INR 15,000/-.
3. If selling quantity is 40 or more ebike company shall give above mentioned employee
budget along with showroom rental budget of INR 15,000 Or Dealer can opt for the same
to be adjusted against transport cost whichever is less.

Any litigation instituted by Dealer pertaining to any breach or termination of this agreement or
otherwise pertaining in any manner to this agreement or any other aspects of the party’s business
relationship must be filed by Dealer before a Court of competent jurisdiction in Gautam Budh
Nagar (UP) only.
Company hereby consents irrevocably to the jurisdiction of the Gautam Budh Nagar (UP) courts.

ANNEXURE C DOCUMENTATION The following documents are required from the DEALER:

1. Firm / Company Details

a. In case of Partnership – Partnership deed
b. In case of Company – MoA of Association (check object clause, Board resolution for entering
into the agreement and a person authorized for entering into the agreement)
c. In case of Sole proprietor – details of the individuals
2. Photographs of the Partners, Sole Proprietor.
3. Contact details – name, address, tel. no, fax etc of the managing person and the manager.

2. Letter from Bank

a. Cheque with the name of the firm
i. Solvency Letter
ii. Credit Limit enjoyed by the firm
b. In case of new firm/company
i. Solvency Letter of partners/promoters
ii. Working Capital Arrangement, if any.
Statutory Compliance:
1. Copy of PAN Card in the name of the the entity, (For Proprietor Firm it shall be of the
Owners)
2. Copy of GST Registration (as above), activity to be covered in the category.
3. Copy of Registration under “Shop & Establishment Act”, where applicable
5. Copy of GST/ TIN / Sales Tax Registration certificate, where applicable
7. Affidavit from the channel (ISP only) that all statutory compliances relating to labor and
others would comply with and any liability arising due to non-compliance would be that
of channel only and “ ” in no way be liable.
Other Business requirements :
IN WITNESS WHEREOF THE PARTIES HERE TO HAVE ENTERED THIS
AGREEMENT ON THE DATE FIRST ABOVE WRITTEN

M/S KRISHIKA SERVICES M/S XXX

Authorize Authorized Signatory Date:

Signatory
Date: