KSPK OPERATOR AGREEMENT

This KSPK OPERATOR AGREEMENT (“AGREEMENT”) is made such place and on the date specified in Serial Numbers 1 and 2 of Schedule 1 hereto by and between:

Indian Agriculture & Rural Development Limited, a company incorporated under the laws of India, having its registered office at  A-108, 1st floor, R.G. Complex, D.B. Gupta Road, New Delhi – 110 055 (hereinafter referred to as “Company”, which expression shall, unless repugnant to the

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context or meaning thereof, be deemed to include its executor(s), nominee(s), administrator(s), and permitted assign(s)), of the FIRST PART;

ANDThe person(s) more particularly describedπ in Serial Number 5 of Schedule 1 hereto who is (hereinafter referred to as “KSPK Operator”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its executor(s), nominee(s), administrator(s), and permitted assign(s)), of the SECOND PART.

The Company and “KSPK Operator” shall be individually 'referred to as a “Party” and collectively as the “Parties”.

WHEREAS

A. The Company is primarily engaged in promoting agriculture and farming and uplifting farmers by providing subsidized agricultural products such as Fertilizers, Seeds, Pesticides etc. as per Government of India norms.

B. The Company is looking for local operators who can operate the KSPK store with current and future products and services offered by the Company in the respective regions as per the terms and conditions set out here in this Agreement. The Company wishes to clarify that for all products and services, the Company will act as the master Operator and facilitator.

C. The Company does not offer all products and services on its own and acts as a medium of various services from different service providers including but not limited to crop insurance, health insurance, prepaid mobile recharge, DTH recharge, data card recharge, ticket bookings for hotels, flights train etc. tour packages booking and other utility bill payments.

D. The Operator has based on the terms and conditions as set out in this Agreement has agreed to market the products and services of the Company in its territory (as per the Agreement) and the Company hereby grants a limited license to market and sell the Company’s products and services to the Distributor in terms of the Agreement.

NOW THEREFORE, in consideration of the promises and of the mutual agreements, covenants representations and warranties hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending legally to be bound, hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following definitions shall apply:

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in India are not open for business.

"Effective Date" is defined in the introduction to this Agreement. "Governmental Authority" means (a) any federal, state, local government or ministries under the central and state

governments, and any political or constitutional subdivision of any of them;

(b) any agency or instrumentality of any such government or political subdivision,

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(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the

goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections

(including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" or “Applicable Law” means (a) any law (including the common law), statute, bylaw, rule, regulation, order,

ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Permits" means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party's business. “Person(s)” shall mean any individual, sole proprietorship, unincorporated association, body corporate, corporation, company, partnership, limited or unlimited liability company, limited or unlimited liability partnerships, joint venture, union, association, single business unit, division or undertaking of any of the above, governmental authority or trust or any other entity or organization that may be treated as a person under applicable law; "Products" means the goods and services listed in Schedule 1 attached to this Agreement. "Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise. "Territory" means the territory as mentioned in Schedule 1 attached to this Agreement in which the KSPK Operator is authorised to perform this Agreement.

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“Loss” shall mean and include all losses, liabilities, obligations, claims, demands, actions, fines, costs, expenses, royalties, deficiencies, damages (whether direct, indirect, general, special, absolute, accrued, conditional or otherwise and whether or not resulting from Third Party claims), including interests and penalties with respect thereto and out-of-pocket expenses, including reasonable attorneys’ and accountants’ fees and disbursements;

“Confidential Information” means: (i) information disclosed in a written or other tangible form which is clearly marked with a “confidential” legend or other comparable legend; (ii) information disclosed orally or visually which is identified as confidential at the time of disclosure; (iii) information otherwise learned or to which a Receiving Party had access during or in the course of providing or receiving Services or otherwise in connection with the performance of obligations under this Agreement that a reasonable person would deem confidential under the context of disclosure or exposure or due to the nature of the information; and (iv) information not included in one of the foregoing categories that identifies or that can reasonably be used to identify a natural person. It may include (where one of the foregoing categories applies):

• technical and non-technical information, trade secrets, know-how, proprietary information, firmware, designs, schematics, and techniques.

• plans or other information relating to any research project, work in process, or other future development, scientific, engineering, manufacturing, marketing, or business plans.

• information regarding financial or personnel matters relating to either Party’s business, Customers, or employees, and

• information relating to a Party’s present or future products, sales, vendors, manufacturers, partners, suppliers, customers, employees, investors, or affiliates.

Confidential Information will not include information to the extent that: (a) the information is or becomes publicly available other than through any act or omission of a Receiving Party in breach of this Agreement; (b) the information was received by a Receiving Party other than under an obligation of confidentiality from a third party who had no obligation of confidentiality to the Disclosing Party; (c) the Receiving Party already had the information in its possession at the time of the disclosure on a non- confidential basis; or (d) the Receiving Party independently developed it without use of Disclosing Party’s Confidential Information. In all instances, a Receiving Party has the burden of proof that one of the above exemptions applies.

“Receiving Party” and “Disclosing Party” mean either Party hereunder in respect of Confidential Information. Each Party is a Disclosing Party in respect of Confidential Information disclosed, provided, or otherwise made available by such Party to the other Party. Each Party is a Receiving Party in respect of Confidential Information received, learned, or to which such Party otherwise had access in connection with this Agreement.

1.2 Interpretation

The interpretation and/or construction of this Agreement shall be in accordance with the rules of interpretation set out below. In this Agreement, unless the context otherwise requires:

(a) any reference herein to any “Recital”, “Clause”, or “Schedule” is to such Recital, Clause or Schedule of this Agreement. All of these form part of the operative provisions of this Agreement, and references to this Agreement shall, unless the context otherwise requires, include references to the Recitals, Clauses and Schedules. Recitals and Schedules form an integral part of this Agreement;

(b) the headings to clauses and paragraphs are inserted for convenience only and shall not affect the construction of this Agreement;

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(c) all references in this Agreement to statutory provisions shall be statutory provisions for the time being in force and shall be construed as including references to any statutory modifications, consolidation, amendment or re-enactment (whether before or after the Execution Date) as may be in force and all statutory instruments, rules, notifications, guidelines, regulations and orders made pursuant to a statutory provision;

(d) any reference to a document in “agreed form” is to a document in a form agreed between the Parties and initialled for the purpose of identification by or on behalf of each of them;

(e) any reference to “writing” includes printing, typing, lithography and other means of reproducing words in permanent visible form, but excluding text messaging via mobile or smart phones or electronic mails;

(f) unless otherwise specified, references to days, months and years are to calendar days, calendar months and calendar years, respectively;

(g) all approvals and / or consent to be granted by the Parties under this Agreement shall be deemed to mean approvals and / or consent in writing;

(h) words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine and neutral genders;

(i) the words “directly or indirectly” and “directly and/or indirectly” mean directly, or indirectly through one or more intermediary Persons or through contractual or other legal arrangements, and “direct or indirect” and “direct and/or indirect” shall have the correlative meanings, respectively;

(j) the words “hereof”, “herein”, “hereby” and “hereunder” and derivative or similar word refer to this Agreement as a whole or specified Clauses of this Agreement, as the case may be;

(k) the words “include”, “including”, “inter alia” and “among other things” shall, in all cases, be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import;

(l) words or phrases used in this Agreement which are not defined in Clause 1.1 or Clause 1.2 above may be defined in the context in which they are used, and shall have the respective meaning designated therein, unless the context otherwise requires;

(m) time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended based on mutual agreement, such extended time shall also be of the essence;

(n) all references to this Agreement shall be deemed to include any written amendments or modifications to this Agreement from time to time;

(o) in this Agreement, unless the contrary intention appears, a reference to this Agreement or to any other document, contract or agreement shall include a reference to each permitted variation and amendment of this Agreement and such document, contract or agreement as amended, varied or supplemented in writing from time to time in accordance with its terms;

(p) no provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by

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reason of the extent to which any such provision is inconsistent with any prior draft hereof; and

(q) if, in calculating a price or an amount, the relevant variables for such calculation are expressed in different currencies then all such variables for the purposes of such calculation shall be in Indian National Rupees.

2. APPOINTMENT OF KSPK OPERATOR

2.1 Authorization and Appointment

The Company hereby authorizes and appoints the KSPK Operator, and KSPK Operator accepts the authorization and appointment, as Company’s exclusive KSPK Operator, to market, sell, or incorporate for resale the Company’s Products listed in the Schedule 1 attached to this agreement within the Territory.

2.2 Revision of Authorization

The Company is entitled to revise the list of Products by:

(a) giving the KSPK Operator a written notice, or by updating its website.

(b) cooperating with KSPK Operator to draft, execute, and attach to this agreement an amended list of Products reflecting the revisions.

3. ORDERS

3.1 Purchase Orders

the KSPK Operator shall submit all orders for Products to the Company in writing to the Company's address listed in the introduction to this agreement, or through the Company's electronic submission system in the software provided by the company, or as the Company otherwise specifies in writing (each a "Purchase Order"), and include in each Purchase Order:

(a) each Product it is ordering, identified by the business code, brand, quantity,

composition or as would be required to recognize each Product,

(b) the amount of each Product it is ordering,

(c) the unit price of each Product it is ordering,

(d) the location for delivery, and

(e) the delivery date, allowing reasonable time for the Company to receive, review, process the Purchase Order and ship the Products (the "Delivery Date").

3.2 Accepting, Modifying, and Rejecting Purchase Orders

(a) By Notice - Within 7 Business Days' of receiving a Purchase Order from the KSPK Operator, the Company shall accept, reject, or propose a modification to the Purchase Order by sending the KSPK Operator written notice of its acceptance, rejection, or proposed modification.

(b) Deemed Acceptance - If the Company fails to notify the KSPK Operator of its acceptance, rejection, or proposed modification, the KSPK Operator may deem that the Company accepted the Purchase Order.

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(c) Modification of Purchase Order - the Company may propose a modification to a Purchase Order by including in its notice to the KSPK Operator a modified Purchase Order for the KSPK Operator to accept or reject according to the acceptance and rejection procedures under paragraphs 3.2 (a) and 3.2 (b).

(d) Rejection of Order by KSPK Operator - It is so agreed that purchase orders once placed by the KSPK Operator and accepted by the Company shall not be rejected by the KSPK Operator and, any such rejection has to be agreed by the Company on justifiable grounds.

4. DELIVERY OF PRODUCTS

4.1 Delivery

the Company shall, at no expense to the KSPK Operator, deliver each order of Products to the KSPK Operator:

(a) on the Delivery Date and to the location specified in the applicable Purchase Order;

(b) using any delivery method the Parties agree to in writing.

4.2 Risk of Loss Shifts on Delivery

the Company will remain liable for any damages, losses, or defects to the Products until the Products are shipped to the KSPK Operator, after which the KSPK Operator will be solely liable.

5. PRODUCT MATERIALS

5.1 Marketing and Informational Materials

the Company shall provide the KSPK Operator with the marketing, promotional, and other information in English about the Products that the Company typically provides to other distributors of its Products.

5.2 Regulatory Documentation

On the KSPK Operator's reasonable request, the Company shall supply the KSPK Operator with all documentation the KSPK Operator requires to comply with the regulatory requirements of all Governmental Authorities in the Territory. Also, the KSPK Operator shall submit all KYC related documents of its customers, to the Company as applicable under the Applicable Law.

6. CHANGES TO PRODUCTS

the Company may discontinue or modify the Products and/or Services, modify the Product and/or Service specifications, or replace the Products and/or Services with similar the Company or third-party products, except that the Company may not discontinue, modify, or replace Products that are subject to an accepted and outstanding Purchase Order, unless required by Law.

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7. PRICE

7.1 Price for the KSPK Operator

the KSPK Operator shall pay the Company's list price for each Product, in such form and manner as listed out in the Schedule 1, attached to this Agreement or as communicated by the Company from time to time.

7.2 Resale Prices

the KSPK Operator may not determine its own retail prices while taking into account prices provided by the Company. The Company reserves the right to determine the final retail pricing of the Products and/or Services at its outlet.

7.3 Changes to Prices

(a) Notice of Upcoming Changes - If the Company changes its list prices, the Company shall give the KSPK Operator timely notice before implementing those changes.

(b) No Effect on Outstanding Purchase Orders - Changes to the Company's list prices

will not affect any Purchase Orders already submitted.

8. PAYMENT OF LIST PRICES

8.1 Invoicing

The Distributor of the local area shall invoice the KSPK Operator for each delivery of Products upon issuance of the Purchase Orders by the KSPK Operator in respect of the Products.

8.2 Payment

The KSPK Operator shall, immediately upon receipt of the invoice from the Company in respect of the Products ordered under the Purchase Order, shall pay the price of the Products in advance and within 2 Business Days' after receiving each invoice, through wire transfer in the bank account of the Company (which shall be intimated to the KSPK Operator from time to time and shall also be mentioned in the invoice).

9. TAXES

Payment amounts under this agreement do not include Taxes, and the KSPK Operator shall pay all Taxes applicable to payments between the Parties under this Agreement.

10. INTEREST ON LATE PAYMENTS

Any amount not paid when due will bear interest from the due date until paid at a rate equal to 18% annually.

11. TERM

11.1 Initial Term

The initial term of this Agreement will begin on the Effective Date and continue for 24 months, unless terminated earlier in accordance with the terms and conditions of this Agreement (the "Initial Term").

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11.2 Automatic Renewal

Subject to Clause 11.3 below, at the end of each Term this Agreement will automatically renew for a renewal term of 24 months, unless terminated earlier ("Renewal Term"). It being clarified that the "Term" means either the Initial Term or the then-current Renewal Term.

11.3 Election Not to Renew

Either Party may elect not to renew this Agreement, by providing notice to the other party at least 45 Business Days' before the end of the Term.

12. REPRESENTATIONS

12.1 Mutual Representations

(a) Existence - The parties are individuals or corporations incorporated and existing under the Laws of the jurisdictions of their respective incorporation.

(b) Authority and Capacity - The parties have the authority and capacity to enter into this agreement.

(c) Execution and Delivery - The parties have duly executed and delivered this Agreement.

(d) Enforceability - This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

(e) No Breach - Neither Party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles of association, bylaws, or any shareholders agreement, any Law to which it is subject, any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a Party or by which it is bound.

(f) Permits, Consents, and Other Authorizations - Each Party holds all Permits and other

authorizations necessary to perform the Agreement.

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13. LIMITED WARRANTIES

13.1 Products

All the Company Products are covered by the Company's limited warranty statements that are provided with the Products or otherwise made available by the manufacturer of the Product

13.2 Software Warranty

the Company hereby warrants that for the Warranty Period, that when operated according to the documentation and other instructions the Company provides, the software will perform substantially according to the functional specifications listed in the documentation.

13.3 No Other Obligation

the Company's obligation to repair or replace defects under this section will be the KSPK Operator's sole remedy for defects.

14. NO OTHER WARRANTIES

14.1 "As-Is" - Unless otherwise listed in this Agreement, Products are provided "as is," with all faults, defects, bugs, and errors.

14.2 No Warranty - Unless otherwise listed in this Agreement, the Company does not make any warranty regarding the Products, which includes that the Company disclaims to the fullest extent authorized by Law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.

14.3 Intellectual Property

Except for rights expressly granted under this agreement, nothing in this Agreement will function to transfer any of either party's Intellectual Property rights to the other party, and each Party will retain exclusive interest in and ownership of its Intellectual Property developed before this Agreement or developed outside the scope of this Agreement.

15. KSPK OPERATOR RESPONSIBILITIES

15.1 Marketing

the KSPK Operator shall on a best efforts basis, market, advertise, and otherwise promote and sell the Products in the Territory.

15.2 Records and Reports

(a) Maintain Records and Reports. For a period of 2 years after the expiration or termination of this Agreement, the KSPK Operator shall maintain records of its marketing, sales, and support and maintenance services under this Agreement.

(b) Reports to the Company. Every month, the KSPK Operator shall provide the Company with reports describing its sales of Product in the Territory, including the number of Product sold, the dates and serial numbers of the Product sold, in the previous month and remaining inventory on hand.

15.3 Employee Training

the KSPK Operator shall ensure that any of its employees who are responsible for the

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marketing, sales, and technical support services for the Products have proper skill, training, and background to enable them to provide these services in a competent and professional manner, including ensuring relevant employees complete any training programs the Company requires.

15.4 Repair and Evaluation Materials

the KSPK Operator shall maintain adequate spare units, spare parts, and evaluation units necessary to provide marketing, sales, and technical support services to customers.

15.5 Cooperation

the KSPK Operator shall work closely with the Company and use reasonable efforts to meet the mutually agreed-upon sales as agreed by the Parties and as more particular set out in Schedule 1.

15.6 Sales Forecast

the KSPK Operator shall provide the Company with a quarterly sales forecast, in a mutually agreed-on format to anticipate stock and inventories in timely manner.

15.7 Markings and Notices

the KSPK Operator will not remove or alter any trademarks, Product identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Products or their packaging. The KSPK Operator shall not make any effort or misrepresentation to project ownership of the Outlet to the users except as the Operator of the Outlet.

15.8 No Reverse Engineering

The KSPK Operator agrees and undertakes that it shall not:

(a) create or attempt to, or aid or permits others to, create by reverse engineering, disassembly, decompilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of any Products, and/or, Software or CRM, unless expressly permitted by Law,

(b) copy, modify, translate, or create derivative works of software included in any Product, unless the Company consents in writing, or

(c) separate the Product into component parts for distribution or transfer to a third party.

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15.9 End User Information

the KSPK Operator shall to the extent permitted by Law, provide the Company with end user contact information. The KSPK Outlet Operator agrees to not store any of the end user private information whether in lien of the Company, so as to prejudice the usage of such obtained confidential and private information of such individual end user.

15.10 Indemnity to Company

the KSPK Operator shall indemnify the Company on all such conditions from any misrepresentations, damage caused due to storage of the Products, while execution of any Services, theft, loss due to natural disasters, local body objections, etc.

16. LICENSE GRANTS

16.1 the Company Trademark License Grant

the Company hereby grants to the KSPK Operator a non-transferable, non-exclusive, non-sub licensable, and royalty-free license to use the Company's name, trademarks, logos, and other identifying information on marketing literature, advertising, promotions, customer information, and programs the KSPK Operator creates in connection with the Products, subject to the Company's written approval in each instance.

16.2 Trademark Use

the KSPK Operator shall comply with all of the Company's policies regarding the use and display of the Company's name, trademarks, logos, and other identifying information that the Company provides to the KSPK Operator in writing.

17. CONFIDENTIALITY

17.1 General Obligations

The Receiving Party will keep Disclosing Party’s Confidential Information confidential and safeguard the Confidential Information using at least the same degree of care as it uses to safeguard its own Confidential Information, which will not be less than a reasonable degree of care. The Receiving Party will not use Disclosing Party’s Confidential Information for any purpose other than fulfilling its obligations under this Agreement. Subject to any exceptions indicated in this Agreement, Receiving Party will not disclose Confidential Information to any third parties without the written permission of Disclosing Party. Receiving Party will provide or provide access to a Disclosing Party’s Confidential Information only to those of Receiving Party’s personnel who need to know or have access to the information to perform Receiving Party’s obligations or exercise Receiving Party’s rights under this Agreement, and only then after informing its personnel of the confidential nature of the information and of their obligation to maintain the confidential nature of the Confidential Information.

17.2 Return or Destroy

At a Disclosing Party’s written request, and on or before the date that is 30 days after the termination or expiration of this Agreement, Receiving Party will to the extent commercially reasonably technically possible promptly return (or destroy if destruction is requested specifically) all of Disclosing Party’s Confidential Information in its possession or control and will not retain any copies, in whole or in part, of the Confidential Information except as may be required to comply with any applicable legal or accounting recordkeeping requirements. Upon Disclosing Party’s written request, an authorized officer of Receiving Party will certify in writing that Receiving Party has complied with this section. Any information not returned or destroyed (whether because not commercially reasonably

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technically possible to do so or because it was retained to comply with applicable legal or accounting recordkeeping requirements) will remain subject to the obligations in this Clause (Confidentiality) for so long as the Receiving Party has possession or control of it.

17.3 Government Requirement

If Receiving Party is the subject of a court or government agency order to disclose Disclosing Party’s Confidential Information, and unless legally prohibited from doing so, Receiving Party will promptly notify Disclosing Party to allow Disclosing Party to contest the order. If the Disclosing Party does not contest the order, or if a protective order (or similar) is ultimately not issued, then the Receiving Party may comply with a lawful order to disclose Confidential Information.

18. TERMINATION

18.1 Termination on Notice

Either party may terminate this Agreement for any reason on providing a 45 Business Days’ notice to the other Party.

18.2 Termination for Material Breach

Each Party may terminate this Agreement with immediate effect by delivering notice of the termination to the other party, if

(a) the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

(b) the failure, inaccuracy, or breach continues for a period of 10 Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

19. EFFECT OF TERMINATION

19.1 Termination of Obligations

Subject to the other terms and conditions contained in this Agreement, on termination or expiration of this agreement, each party's rights and obligations under this Agreement will cease immediately.

19.2 Payment Obligations

Even after termination or expiration of this Agreement, the KSPK Operator shall:

(a) pay any amounts it owes to the Company or its appointed Distributors, subsidiaries, affiliates or channel partners, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

(b) refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

19.3 No Further Liability

On termination or expiration of this Agreement, neither Party will be liable to the other Party, except for liability:

(a) that arose before the termination or expiration of this Agreement, or

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(b) arising after the termination or expiration of this Agreement and in connection with the understanding contained in this Agreement on Confidentiality (Clause 18), Taxes (Clause 9), or Termination (Clause 19).

20. INDEMNIFICATION

The KSPK Operator shall at its own expense, indemnify, defend and hold harmless the Company, its officers, directors, employees, representatives and agents, against any claim, demand, suit, action, losses, damages, awards, settlements, liabilities, costs and expenses related thereto (including attorneys’ fees) arising out of or in connection with any breach of this Agreement by the KSPK Operator or any for any action/omission by the KSPK Operator.

21. LIMITATION ON LIABILITY

21.1 Mutual Limitation on Liability

Neither Party will be liable for breach of contract damages that are remote, or speculative, consequential, or that the breaching party could not reasonably have foreseen on entry into this Agreement.

21.2 Company's Maximum Liability

The Company's aggregate liability under this Agreement will not exceed the amount of consideration received by the Company in the previous 5 Business Days .

22. MISCELLANEOUS PROVISIONS

22.1 Entire Agreement

The Parties intend that this Agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this Agreement,

(a) represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement;

(b) contain all the terms the parties agreed to relating to the subject matter, and

(c) replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

22.2 Counterparts

(a) Signed in Counterparts - This Agreement may be signed in any number of counterparts.

(b) All Counterparts Original - Each counterpart is an original.

(c) Counterparts Form One Document - Together, all counterparts form one single

document.

22.3 Severability

If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

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22.4 Amendment

This Agreement can be amended only by a writing signed by both Parties. Any such written and signed amendment so agreed upon, will succeed this agreement and would render this agreement null and void and enforce the succeeding agreement. 22.5 Assignment

The KSPK Operator shall not assign this Agreement or any of its rights or obligations under this Agreement without the Company’s written consent, however, the Company shall be entitled to assign this Agreement and its rights and obligations without any consent from the KSPK Operator.

22.6 Notice

(a) All notices and other communications between the parties must be in writing.

(b) The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) A notice given under this Agreement will be effective on the other Party's receipt of it, or if mailed, on the earlier of the other party's receipt of it and the fifth Business Day after mailing it.

22.7 Dispute Resolution

Any dispute or controversy arising out of this Agreement and subject matter of the Agreement will be settled by arbitration at Delhi, according to the rules of the Arbitration and Conciliation Act, 1996 then in effect, and by a sole arbitrator.

22.8 Governing Law and Jurisdiction

This Agreement shall be governed, construed, and enforced in accordance with the laws of India, without regard to its conflict of laws rules. The courts of Delhi shall have exclusive jurisdiction.

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Schedule 1

S. No

HEADING DETAILS

1 Place of Execution of Agreement

2 Date of Execution of Agreement

3 Local Partner-Territory Assigned

4 Product/Solution/Application Name

5 Name Of the Business

6 Type of Business

7 Business Address

8 Primary Contact Person

9 Residence Address of the Contact Person

10 Secondary Contact Person

11 Residence Address of the Contact Person

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IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and year first above written.

SIGNED AND DELIVERED by Mr. Rohit Salwan, Director and authorised representative of IARDL (Indian Agriculture and Rural Development Limited), the within named Party of the FIRST PART

SIGNED AND DELIVERED by _______________________

_______________________, the authorised representative of KSPK Outlet in________________________ Taluka, the within named Party of the SECOND PART

Witness 1:

Name:_____________________________________

Address:___________________________________

Witness 2:

Name:______________________________________

Address:____________________________________

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