Annexure no. 3

Sample of Contract With Direct Sellers! Distributors

(Companies contract with distributOr)

This AGREEMENT is made on the day of 20..... BETWEEN

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A company incorporated under the Companies Act 1956, having its

registered Office at ,(hereinafter referred to as the "company

"which expression shall, unless the context, so requires or admits means ad

includes its present partners for the time being ,their heirs, legal

representatives, executors and permitted assignees) of the one part

And

Mr. / Mrs.

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(Hereinafter referred to as independent distributor of the company undertakes

to abide by all the terms and conditions below mentioned)

1) The Applicant should have completed minimum 18 years of age andshall be competent to enter into contract as provided in the "IndianContract Act1978".

2) The applicant need not to pay any entry or registration fee, coast ofsales, demonstration, equipment and materials or other fees relating toparticipation.

3) There is no compulsion on any participant to buy the products or

promote the same. If the participant buys product willingly and is

interested in promoting the same then company shall provide theparticipant with the product on payment of prescribed price of product.

4) If the Applicant is the Partnership Firm / Private Limited Company,

then the Applicant has to provide all necessary documents pertaining

to the Partnership / Company during the registration of Distributorshipand at any point of time.

5) While placing orders for any of the Products available with theCompany, he / she will have to pay the cost of the Product by way of

crossed Demand Draft favouring" WINNATURE INTERNATIONALPVT. LTO.. payable at Nagpur.

6) The Applicant shall fill in the Form overly fully and properly and dulySignedby the Applicant.

7) The Company under no circumstances will accept any payment incash.

8) Once the payment is made for any purchases of Products includingacquiring Distributorship, it will be refunded back only under genuineand exceptionalcircumstances.

9) The Company has not authorised any Official, Officer or Distributor ofthe Company to receive any amount in cash on behalf of theCompany towards any cost of the Product, as the case may be.

10)lf anybody makes any payment in cash, it will be at his / her own riskand under no circumstances, will the Company be answerable or

responsible for such unauthorised cash payment and to indemnify thesame.

11)The Distributor will be eligible for facilitation fees or income only as

per the volume of the business done by him / her that is also subjectto the eligibility norms formulated by the Company. The Company

does assure any facilitation fees or income to the Distributor onmerely account of his / her joining the Company.

12)The independent Distributor will not be an Agent, or Employee of the

Company. His /her position being so, he / she cannot bind the

Company, in any manner nor he / she has any authority to bind theCompany or to represent or speak on behalf of the Company.

13)The Company will approve the Distributorship by issuing official receiptand an online registration, which will carry the Password andIdentification No. known as "Track 10." As chosen by the Applicant

himself / herself, this Track 10 has to be quoted by the Distributor in

all his / her transactions and correspondence with the Company. TheTrack 10 once allotted cannot be altered at any later point of time.

14)The Company will, in no case entertain and receive anycommunication without Track 10.

15)The Company will provide cooling off period of 15 day's besides these

15 days company will not entertain any request for any Product /Package change once the payment is made.

16)The payment been released as facilitation fees I income to theDistributor, Distributor has to register the PAN NO. Details with theCompany,else the Company reserves the right to block the Track IDand disallow I hold the facilitation fee I income at any point of time.

17)Trimming, Processing Charges will be deducted as per CompanyNorms. TDS will be deducted as formulated by the concernGovernment.

18)ln case if Partnership DistributorshipI Distributorshipare in name ofthe Firm or the Pvt. Ltd. Company, then the Distributor has to submitall relevant partnershipdeeds and relevant MOU.

19)AII individual Distributors should adhere to the rules and regulationformulated by the Organisationand if any of the Distributors is foundguilty of not observing the same, then he I she will be terminatedfrom the Distributorshipoffered by the Company.

20)The Company reserves all the rights to terminate a Distributor onbeing payment of his dues on company if that distributor is creatingnuisancefor company and not fallowing system establishedby it.

21)Once a Distributor is terminated, he I she cannot enter any of theWINNATUREpremises,meeting location and his I her facilitation fee Iincomewill be stopped immediately.

22)The Distributor shall always behave and act in a dignified mannerbefitting the status of Distributorsof a reputed and leading MarketingCompanyof the Country.

23)The Distributor shall bear true faith all and allegiance to the Companyand shall uphold the integrity and decorum of the Company and, shallmaintain good relations with other Distributors and other Clients.

24)The Distributor shall not compel or mislead any person with any falsestatement I promise to join the Companyor to purchase any Product.

25)The Company will not be answerable for any promise, assurancegiven by any Distributor to any person, unless it is in accordancewiththe approved business plan and terms of the Company. Hence, theApplicant shall go through the Website www.winnature.netand theBrochuresand Notices issued by the Company.Through this Companysources, he / she will fully inform himself I herself on all thesematters.

26)The Applicant I Distributor shall ensure that all the informationfurnished to the Company is correct and properly entered and anyrequest for correction furnished .by the Distributor as to his Iher

sponsor or placement detail will not be entertained, once paymentstatementsare processed.

27)The delivery of the Product will be given to Business Associates ofpurchase within 21 (21 days including working days, holidays will notbe calculated) days from the date of payment or receipt of orderwhichever is later, all goods will be dispatched only from CompanyHead Office or Authorized Franchisee.For any delay to the delivery ofthe Products due to negligence of Distributor like for giving wrongaddress, he I she shall be responsible for same and Company shallhave no liability concerningthe delay. If delay is due to negligenceofcompany then company shall take responsibilityof it.

28)The Company reserves the right to reject the Distributorship /Applicationat its own discretion.

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29)The Company reserves the right to modify the Terms and Conditions,Product, Scheme, Businessand Polices, giving prior notice through itswebsite www.winnature.netand it will be binding on all Distributorsofthe Company.

30)The Distributor may discontinue Distributorship by submitting to theCompany his / her Resignation in writing specifying there in thereason for such discontinuation.The Applicant agrees that, only afterfully satisfying and fully understanding the Business Concept, heenters into this Agreement and the Applicant shall not raise anydispute or claim with the Company in future with regards to theBusinessConcept.

31)The Company is not responsible or will be level for any lossesaggregated due to natural disturbance like natural calamites' (food,typhoon and fire etc.) or social disturbances (like riots etc.) economicdisturbancesor political disturbances.

32)For any grievances of participant or independent distributor they willhave to refer their grievances to DISPUTE REDRESSALCELL of thecompany. Company undertake to resolve the same within 45 days ofthe complaint registered.

33)The Company'sunique business plan enables masses to gain throughinterconnectedsystem and in no way indulges in money circulation.Hence if any Distributorsfound propagatingsuch thing, then he / sheshall be removed from Distributorshipwith immediateeffect and all thelosses from his / her behaviour shall have to be bounced by him /her.

34)The Terms and Conditions above mentioned shall be governed inaccordancewith the law in force in the territories of India. Dispute, if

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any arises, shall be a subject to the exclusive jurisdiction of the Courtof Nagpur.

35)If any disputes or differences arise between the parties here totouching the businessor interpretationof any Terms and Conditionsoras to facilitation fees, income etc., relating to the business of theCompany, the same shall be referred to arbitration and shall begoverned by the "Arbitrationand ConciliationAct, 1996".

Read over by me I to me and agreed by me.

Dated , on this day of _

Name:

Signature:

Declaration I Affirmation

1, , Aged........ Years, Slo, Dlo,W/o . . ,House , Post. , Street.............. . ,District. , State , do hereby solemnly affirmand declare as follows:-

After carefully reading I hearing as it read by others, the Terms andConditions and the Business Plans appended along with the ApplicationForm, Brochures,and in the Website www.winnature.netlhereby agree tothe same, and join as an Independent Distributor of the WinnatureInternationalPvt. Ltd., of my own accord to do the DistributionBusiness.

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1. I will bear true faith and allegiance to the Companyand shall maintainthe integrity and decorumof the Companyto which I am about to joinas an IndependentDistributor.

2. I will bear utmost honesty and uprightness to the Distributorsand theProspective Distributorsand to other Clients of the Company; I alsoswear that I will not indulge in any kind of unfair means to promotemy business as a Distributor.

3. I have fully understood and am convinced of the Terms andConditionswith the norms of the Company.

4. I am made to understand that being a freelance IndependentDistributor; I will not be an Agent or an Employee of the Company.Hence I have no authority to bind the Company or to speak on itsbehalf.

5. I declare that I have not been given any assuranceor promise by theCompany or its Senior Level Distributorsas to any income on accountof the initial paymentmade by me. However I am made to understandthat I will be eligible for income I facilitation fees, depending upon thevolume of businessdone by me as per Terms.

6. Under any circumstances,I fully agree that the value of the packageoffered to me will be at a higher side than the amount paid by me.

7. I will not promote the Business of other Companies in the Office,Premises and Meeting Hall or wherever the activities of the Companytake place.

8. I will not misguideor induce anyone dishonestly to join the Company.I hereby agree and adhere to the Terms and Conditions stipulated

Of

along with the Application Form and as mentioned above and agree todo Distributorship business.

9. I hereby agree to submit all disputes to arbitration as provided in theTerms and Conditions of the Company.

In witness whereof, I hereto have signed this Declaration I Affirmation onthis day of 20 , in presence of the following witnesses.

Signature Name of the applicant(In his hand)

Witnesses:

1. Name & Signature:

2. Name & Signature:

WINNATURE INTERNATIONAL PVT. LTD.C11 Mhada Colony Sugat Nagar Nagpur 440026 Maharashtra

Customer care - 8446408805, www.winnature.net