Distributorship Agreement

THIS AGREEMENT (the “Agreement”) is made by and between LappyPie™, a Company registered under “Government of India, Ministry of Commerce and Industry, Department of Industrial Policy & Promotion, Controller General of Patents Design & Trade Marks” its registered office at 2/361, Samiksha Building, New Niranjanpuri, Behind Eden Garden, Ramghat Road, Aligarh, U.P., 202001 (the “Company”) and Distributor-cum-Service-Center, (the “Distributor”). NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions As used herein, the following terms shall have the meanings set forth below:

A. “Services” shall mean the Company’s services to be sold by Service-Center-cum-Distributorship and such services as may be communicated by the Company in writing to the Service-Center-cum-Distributorship from time to time. B. “Territory” shall be allocated during time of engagement by the Company in writing to the Service-Center-cum-Distributorship. Any change in “Territory” shall be communicated by the Company in writing to the Service-Center-cum-Distributorship from time to time. C. Service-Center-cum-Distributorship will have the title of “Service-Center-cum-Distributorship.”

2. Appointment

Company hereby appoints Service-Center-cum-Distributorship as its non-exclusive selling agent for the services in the territory, and Service-Center-cum-Distributorship hereby accepts such appointment. Service-Center-cum-Distributorship’s sole authority shall be to solicit customers for the services in the territory in accordance with the terms of this agreement. Service-Center-cum-Distributorship shall not have the authority to make any commitments whatsoever on behalf of Company.

3. General Duties

Service-Center-cum-Distributorship shall use his best efforts to promote the services and maximize the sale of the services in the territory. Service-Center-cum-Distributorship shall also provide reasonable assistance to Company in promotional activities in the territory. Service-Center-cum-Distributorship will assist the company by taking part in all promotional events, use the marketing inputs judiciously for maximizing orders for the company.

4. Reserved Rights

Company reserves the right to solicit/engage other Agents, Service-Center-cum-Distributorships directly from businesses within the territory. Service-Center-cum-Distributorship’s task is to solicit customers from all potential businesses in the territory.

5. Conflict of Interest

Service-Center-cum-Distributorship warrants to Company that it does not currently represent or promote any Services that compete with the Company’s Services. During the term of this Agreement, Service-Center-cum-Distributorship shall not represent, promote or otherwise try to sell within the Territory any Services that, in Company’s judgment, compete with the Services covered by this Agreement.

6. Independent Contractor

Service-Center-cum-Distributorship is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise, or (iii) allow Service-Center-cum-Distributorship to create or assume any obligation on behalf of Company for any purpose whatsoever. Service-Center-cum-Distributorship is not an employee of Company and is not entitled to any employee benefits. Service-Center-cum-Distributorship shall be responsible for paying all income taxes and other taxes charged to Service-Center-cum-Distributorship on amounts earned hereunder. All financial and other obligations associated with Service-Center-cum-Distributorship’s business are the sole responsibility of Service-Center-cum-Distributorship.

7. Indemnification by Service-Center-cum-Distributorship

Service-Center-cum-Distributorship shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of negligence or malfeasant acts of Service-Center-cum-Distributorship or misrepresentation or breach of any obligations under this agreement.

8. Commission

A. Sole Compensation The Company shall pay the Service-Center-cum-Distributorship a commission at such rate as may be communicated by the Company in writing to the Service-Center-cum-Distributorship, for whole or part of the services hereto, based on the Maximum Retailing Price of the product as fixed by the company on every new order. This commission will be subjected to the relevant taxes as applicable. The Company reserves its right to revise the rate of commission from time to time and the same shall be intimated to the Service-Center-cum-Distributorship in writing by the Company. B. Basis of Commission The Commission shall apply to all sales orders from customers solicited by Service-Center-cum-Distributorship. (Customers defined as an individual or a company who have bought the product/services from the Service-Center-cum-Distributorship for their own use.) No commissions shall be paid on (i) orders solicited directly by Company within the Territory; (ii) orders received from outside the Territory unless otherwise agreed in writing by Company. (iii) No commission will be paid to the Service-Center-cum-Distributorship until 100% payment pertaining to the order is received. The company reserves the right to change the commission / prices on products as and when required. C. Time of Payment The commission on all PAID ORDERS shall be due and payable within ten (10) working days after the Service-Center-cum-Distributorship raises invoice. D. Monthly Statements The Service-Center-cum-Distributorship shall submit to the company the monthly statements of commissions due and payable to Service-Center-cum-Distributorship under the terms of this Agreement.

9. Sale of the Services

A. Prices and Terms of Sale Company shall provide Service-Center-cum-Distributorship with copies of its current market price and this is subject to change and the sole discretion of the same lies with the company, its payment schedules, and all Rules and Regulations and other material available for sales presentation and customer’s information. Service-Center-cum-Distributorship shall quote to Customers only those authorized prices, payment schedules, and terms and conditions as informed by Company. The services will be activated only after receipt of 100% payment pertaining to the order. The company will not refund any money in part or in full after payment on order is once received. B. Acceptance All requests for service obtained by Service-Center-cum-Distributorship shall be subject to acceptance by Company and all quotations by Service-Center-cum-Distributorships shall contain a statement to that effect. Service-Center-cum-Distributorships shall have no authority to make any acceptance or commitments to customers. Company specifically reserves the right to reject any request for service or any part thereof for any reason, Company shall inform Service-Center-cum-Distributorship of any written acceptances on commissionable applications/orders. C. Collection Full responsibility for collection of payment from customers rests with Service-Center-cum-Distributorship.

10. Additional Responsibilities of Service-Center-cum-Distributorship

A. Expense of Doing Business Service-Center-cum-Distributorship shall bear the cost and expense of conducting its business in accordance with the terms of this Agreement. This would include salaries for the staff of the Service-Center-cum-Distributorship who are engaged in the business of selling the products of the Company, expenses related to communications, telecommunication, mailing, conveyance and business entertainment if required. The company will not entertain any re-imbursement on any expense made by the Service-Center-cum-Distributorship other than the commissions. B. Promotion of the Products Service-Center-cum-Distributorship shall make efforts to promote the sale of and stimulate demand for the Services within the Territory by direct solicitation. In no event shall Service-Center-cum-Distributorship make any representation, guarantee or warranty concerning the Services except as expressly authorized by Company. The Company will take care of all online promotions on their website and ensure lead generations. Use of company logo, product logo, any advertising / promotion / marketing activity conceived originally by the Service-Center-cum-Distributorship should be first approved in writing by LappyPie™ before being implemented. C. Agents & Customer Service Service-Center-cum-Distributorship shall inform and assist customers on Company’s Services, and shall perform such additional customer services by e-mail, phone and fax, whenever needed, as good salesmanship requires and as Company may reasonably request. D. Books and Records Service-Center-cum-Distributorship shall notify Company of any Customer’s complaints regarding either the Services or Company and immediately forward to Company the information regarding those complaints.

11. Additional Obligations of Company

A. Assistance in Promotion Company shall, at its own expense, promptly provide Service-Center-cum-Distributorship with marketing and technical information, training concerning the Services, brochures, instructional material, advertising literature, and other product data. B. Assistance in Technical Problems Company shall, at its own expense, assist Service-Center-cum-Distributorship and customers of the Services in all ways deemed reasonable by Company in the solution of any problems relating to the Services. C. New Developments Company shall inform Service-Center-cum-Distributorship of new Products or Services that are competitive with Company’s Products Services and other market information and competitive information as discovered from time to time.

12. Trademarks and Tradenames

A. Use. During the term of this Agreement, Service-Center-cum-Distributorship shall have the right to indicate to the public that it is an authorized Service-Center-cum-Distributorship of Company’s Services. Nothing herein shall grant Service-Center-cum-Distributorship any right, title, or interest in Company’s Trademarks. At no time during or after the term of this Agreement shall Service-Center-cum-Distributorship challenge or assist others to challenge Company’s Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Company.

13. Non-Compete

For a period of 12 months after the Service-Center-cum-Distributorship is no longer in agreement with the Company, the Service-Center-cum-Distributorship will not, directly or indirectly, either as proprietor, stockholder, partner, officer, employee or otherwise, distribute, sell, offer to sell, or solicit any orders for the purchase or distribution of any products or services which are similar to those distributed, sold or provided by the Company.

14. Term and Termination

A. Term. This Agreement shall commence on the date first written above for a period of 2 years unless terminated earlier as provided herein below. B. Termination. Either party to this agreement shall have the right to terminate this agreement with or with out cause with a thirty (30) days written notice to the other party. C. Return of Materials. All of Company’s trademarks, trade names, data, photographs, literature, and sales aids, customer related database of every kind shall remain the property of Company. Within five (5) days after the termination of this Agreement, Service-Center-cum-Distributorship shall return all such items to company. Service-Center-cum-Distributorship shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Service-Center-cum-Distributorship shall cease to use all trademarks, marks and trade name of Company. D. This agreement will be reviewed by the company after a period of 12 months. Any Service-Center-cum-Distributorship not performing to the full satisfaction of the company in terms of securing new orders and company’s policies is liable to be terminated

15. Limitation on Liability

In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures or commitments in connection with the business or goodwill of Company or Service-Center-cum-Distributorship.

16. Confidentiality

Service-Center-cum-Distributorship acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company’s business plans, customers, technology, and products/services that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Service-Center-cum-Distributorship agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the Company. Company shall advise Service-Center-cum-Distributorship whether or not it considers any particular information or materials to be confidential. Service-Center-cum-Distributorship shall not publish any description of the Products/Services beyond the description published by Company and without the prior written consent of the Company. In the event of termination of this Agreement, there shall be no use or disclosure by Service-Center-cum-Distributorship of any confidential information of Company.

17. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Republic of India. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Honorable High Court.

18. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to neither this Agreement, nor any waiver of any rights under this Agreement to be done unilaterally and it shall be effective unless in writing signed by the party to be charged.

19. Notices

Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service: If to Company: LappyPie™ If to Service-Center-cum-Distributorship: [Service-Center-cum-Distributorship]

20. Non-Assignability and Binding Effect

A mutually agreed consideration for Company’s entering into this Agreement is the reputation, business standing, and goodwill already honored and enjoyed by Company under its present ownership, and, accordingly, Service-Center-cum-Distributorship agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly. Subject to the foregoing, this Agreement shall be binding upon and insure to the benefit of the parties hereto, their successors and assigns.

21. Severability

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

22. Headings

Headings used in this Agreement are provided for convenience only and all not be used to construe meaning or intent. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. For Company, For Service-Center-cum-Distributorship, LappyPie™