Channel-Partner-Agreement

CHANNEL PARTNER AGREEMENT

THIS CHANNEL PARTNER AGREEMENT is executed at _______________ on this ______ day of______________, 2017 (“Agreement”)BETWEENEdelweiss Commodi�es Services Limited, a company incorporated under the provisions of the CompaniesAct, 1956 and having its registered and corporate office at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai -400 098, in the State of Maharashtra, hereina�er referred to as the “Company”, (which expression shallunless repugnant to the context or meaning thereof be deemed to mean and include its successor(s) andpermi�ed assigns) (which expression shall unless it be repugnant to the context or meaning thereof shalldeem to mean and include its successors and assigns) of the ONE PART;AND_________________________, Indian Inhabitant residing at ____________________________ hereina�erreferred to as the “Channel Partner” (which expression shall, unless it be repugnant to the context or mean-ing thereof shall be deemed to mean and include, his/ her heirs, executors and administrators) of the OTHERPART;ORMessrs.______________________, a partnership firm registered under the provisions of the Indian Partner-ship Act, 1932 having its registered office at ____________________hereina�er referred to as the “ChannelPartner” (which expression shall, unless it be repugnant to the context or meaning thereof shall, mean andinclude its partners for the �me being and from �me to �me of the firm and the survivors or survivor of themand the heirs, executors, administrators, legal representa�ves of the last survivor of them) of the OTHERPART;OR________________________, a company incorporated under the provisions of the Companies Act, 1956,having its registered office at _____________________hereina�er referred to as the “Channel Partner”(which expression shall, unless it be repugnant to the context or meaning thereof shall, mean and include itssuccessors) of the OTHER PART.The Company and Channel Partner are hereina�er collec�vely referred to as the “Par�es” and individually asa “Party”.WHEREAS:A. The Company is engaged in inter alia the business of advisory, distribu�on and marke�ng of third partyproducts in the real estate sector including providing services rela�ng to facilita�ng purchase, sale, leasingand licensing of residen�al, commercial, industrial and retail property/selling units/flats/apartments undervarious real estate projects;B. The Company has in accordance with its exper�se entered into various agreements / contracts withpromoters of various diverse Projects whereby the Company has procured the right to act as an exclusivedistributor and marke�ng representa�ve of the promoters for the purpose of providing its services of market-ing and distribu�ng the Inventory iden�fied under the various Projects at or for the considera�on and on theterms and condi�ons contained in the said agreements / contracts;C. Under the terms of the said agreements / contracts, the Company has also procured the rights to providethe agreed services either by itself and/or thorough various sub-brokers, agents and channel partners onsuch terms and condi�ons as may be agreed between the Company and such sub-brokers, agents and chan-nel partners;D. The Channel Partner herein has informed and represented to the Company that the Channel Partner hasbeen in the business of providing his/her/their/its services of marke�ng and distribu�ng inventory formingpart of real estate projects;Company ___________________________ Channel Partner ___________________________ 1

E. The Channel Partner is registered as a Real Estate Agent with the Real Estate Authority as mandated underSec�on 9 of the Real Estate (Regula�on and Development) Act, 2016, a copy of the Registra�on Cer�ficate isannexed hereto and marked as Annexure “A”;F. The Channel Partner has approached the Company and has expressed its desire to be appointed as a chan-nel partner to assist the Company in marke�ng and distribu�ng the Inventory forming part of the Projects inrespect whereof the Company has procured exclusive distribu�on rights;G. On the basis of the representa�ons and assurances made by the Channel Partner, the Company has agreedto avail the services of the Channel Partner, for the limited purpose of assis�ng the Company in marke�ng anddistribu�ng the inventory as per the terms and condi�ons herein contained;H. The Par�es hereto are now desirous of recording the aforesaid understanding mutually agreed upon byand between them as hereina�er appearing.NOW THIS CHANNEL PARTNER AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THEPARTIES HERETO AS UNDER:1. DEFINITIONSIn this Agreement, unless an inten�on to the contrary appears, the following expressions shall have themeanings as a�ributed to them below.1.1. “Act” shall mean The Real Estate (Regula�on and Development) Act, 2016 and the rules and regula�onsframed thereunder together with all such amendments, modifica�ons and /or re-enactments related there-to. If the Projects are based in different States of India, then the rules and regula�ons applicable in such Stateshall apply;1.2. “Agreement” shall mean this Channel Partner Agreement including all recitals and schedules herein andall annexures annexed hereto and shall also include any wri�en modifica�on hereof executed by andbetween the Company and the Channel Partner as well as the revised Annexure “B” that the Company shallbe en�tled to issue to the Channel Partner under the provisions of Clause 4.10 of this Agreement;1.3. “Applicable Law” shall mean all applicable laws including the Act, bye-laws, rules, regula�ons, orders,ordinances, guidelines, policies, no�ces, direc�ons, judgements, decrees, condi�ons of any regulatoryapproval or license issued by a government, government authori�es, statutory bodies, concerned authori-�es, judgments and other requirements of any statutory and relevant body / authority;1.4. “Business Day” shall mean a day on which scheduled commercial banks are open for normal bankingbusiness at the loca�on in which the Project is situated;1.5. “Intending Buyer/s” shall mean any natural person, limited or unlimited liability company, corpora�on,partnership (whether limited or unlimited liability), proprietorship, Hindu Undivided Family, trust, union,associa�on, government or any agency or poli�cal subdivision thereof or any other en�ty that may be treatedas a person under the Applicable Law who is interested in purchasing/ has purchased Unit/s in the Projects;1.6. “Force Majeure” shall mean a case of war, flood, drought, fire, cyclone, earthquake or any other calamitycaused by nature;1.7. “Future Projects” shall mean the projects in respect whereof the Company shall procure distribu�on andmarke�ng rights in future anywhere in India and which at the discre�on of the Company, shall be deemed tostand included in the list of the Projects annexed hereto and marked as Annexure “B”;Company ___________________________ Channel Partner ___________________________ 2

1.8. “Governmental Authority” or “Governmental Authori�es” means any central or state government orpoli�cal subdivision thereof; statutory authority, local authori�es, any department, agency or instrumentalityof any government or poli�cal subdivision thereof including but not limited to [statutory authority appointedunder RERA, Maharashtra Industrial Development Corpora�on (MIDC) / New Okhla Industrial DevelopmentAuthority (NOIDA), Greater Noida Industrial Development Authority (GNIDA)], municipal corpora�ons,Airport Authority of India, Coastal Zone Management Authority (ies), the Foreign Investment Promo�onBoard, town planning authori�es, any administra�ve body, court, tribunal or arbitral tribunal, quasi-judicialbodies;1.9. “Projects” shall mean the projects a list whereof is annexed hereto and marked as Annexure B in respectwhereof the Company presently has distribu�on and marke�ng rights and which Annexure the Companyshall at its sole discre�on be en�tled to amend, modify, rec�fy, revise from �me to �me under simple in�ma-�on to the Channel Partner in respect thereof in the format annexed hereto and marked as Annexure “E”;1.10. “Real Estate Agent” shall have the same meaning as assigned to it under sec�on 2(zm) of the Act;1.11. “Third Party(ies)” means any person not party to this Agreement;1.12. “Unfair Prac�ces or Irregulari�es” shall include but shall not be limited to the meaning assigned to theterm under Sec�on 7 of the Act;1.13. “Inventory” shall mean the flats/ apartments/ row houses/ villas/ shops/ offices or any other premisesconstructed/ proposed to be constructed in the Projects and/or Future Projects in respect whereof the Com-pany has procured exclusive marke�ng and distribu�on rights;2. INTERPRETATIONExcept where the context requires otherwise, this Agreement will be interpreted as follows:2.1. The recitals recited hereinabove, annexures and schedules hereto shall form an integral part of thisAgreement as if the same are set out and incorporated herein in verba�m and any reference to recitals, claus-es, schedules and annexures are to recitals, clauses, schedules and annexure of this Agreement;2.2. Headings are for convenience only and shall not affect the construc�on or interpreta�on of any provisionof this Agreement;2.3. Words impor�ng the singular shall include plural and vice versa;2.4. All words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine,feminine and neutral gender;2.5. The expressions \"hereof, \"herein\" and similar expressions shall be construed as references to this Agree-ment as a whole and not limited to the par�cular clause or provision in which the relevant expressionappears;2.6. Any reference to any law shall include a reference to such law as amended, modified or re-enacted from�me to �me, and any rule or regula�on promulgated thereunder;2.7. References to \"Rupees\" and “Rs.\" are references to the lawful currency of India;2.8. Reference to statutory provisions shall be construed as meaning and including references also to anyamendment or re-enactment (whether before or a�er the date of this Agreement) for the �me being in forceand to all statutory instruments or orders made pursuant to statutory provisions;2.9. A day, month or year means a day, month or year, as the case may be, reckoned according to the Gregori-an Calendar;2.10. Time is of the essence in the performance of the Par�es’ respec�ve obliga�ons. If any �me period speci-fied herein is extended, such extended �me shall also be of the essence. Where the day on or by whichanything is to be performed falls on a day, which is not a business day, then that thing shall be done on thenext business day; and2.11. Words and expressions used herein but not defined in the Act and defined in the any law for the �mebeing in force or in the municipal laws or such other relevant laws of the appropriate government shall havethe same meanings respec�vely assigned to them in those laws.Company ___________________________ Channel Partner ___________________________ 3

3. APPOINTMENTThe Company hereby appoints the Channel Partner and the Channel Partner hereby accepts its appointmentfor the purpose of marke�ng and assis�ng the Company in selling the Inventory in accordance with the termsof this Agreement and the Applicable Law.4. SCOPE OF WORK4.1. The Channel Partner is required to introduce the Intending Buyer/s to the Company.4.2. The Channel Partner shall procure booking of the Inventory or part thereof at such price/ rate and onsuch terms and condi�ons as may be s�pulated by the Company, in wri�ng, from �me to �me. The Companyreserves the right to revise the price and other terms or to withdraw or close the schemes any�me and/or toamend, revise, alter, modify the Annexure B annexed hereto (referred to in Clause 4.10 below) without priorno�ce to the Channel Partner.4.3. The Channel Partner shall only share the marke�ng materials provided by the Company and shall followthe instruc�ons of the Company without any devia�on therefrom in any manner whatsoever.4.4. The Company shall provide the Channel Partner with all data, material and informa�on received by theCompany from the promoters of the Project. It shall be mandatory for the Channel Partner to understand thedata, material and informa�on and shall ensure that the same is communicated and explained to the Intend-ing Buyer/s correctly and without any devia�on therefrom. In case if the Channel Partner misrepresentsand/or withholds any informa�on from the Intending Buyer/s then in that event the Channel Partner shallsolely be responsible for the consequences thereof and shall indemnify and keep indemnified the Companyand the promoters of the Projects from and against any ac�on, claim, demand, complaints, li�ga�on, costs(including legal costs), charges and expenses, etc that may be ini�ated against the Company and/or thepromoters of the Projects and shall make good the losses, damages, etc that the Company and the promotersof the Projects may incur, suffer or be put to by reason thereof.4.5. The Channel Partner is required to be present alongwith the Intending Buyer/s at the �me of booking ofthe Inventory and/or part thereof by the Intending Buyer/s at the sales office of the promoter/s and/or siteof the Project and/or at the sales office of the Company, as the case may be.4.6. The Channel Partner shall adhere to such formali�es as required by the Company in order to enable theCompany to record and make a note of the sales that have been facilitated by the Channel Partner.4.7. The Channel Partner shall introduce the Intending Buyer/s to the Company a�er checking the IntendingBuyer/s eligibility for purchasing the Inventory and/or part thereof in India.4.8. The booking of Inventory and/or part thereof shall be recognised as complete in all respects when a com-plete set of the documents as may be required by the Company and/or the promoter at the �me of booking,duly signed by the Intending Buyer/s, alongwith the enclosed cheque/ pay order issued in favour of thepromoter has been submi�ed to the Company. Further, the Company shall be en�tled to make verifica�oncalls to the Intending Buyer/s for the purpose of verifying and confirming from the Intending Buyer/s ofhis/her intent to book the Inventory and/or any part thereof through the Channel Partner. It is clarified thatif the Intending Buyer/s denies his/her/their/its intent to book the Inventory and/or part thereof through theChannel Partner, then in such a case no fee shall be paid to the Channel Partner and the decision of the Com-pany in that regard shall be final.4.9. The Channel Partner shall not solicit business and approach or interact with the promoter/s of the Projectdirectly and shall not deal with the Inventory and/or any part thereof without the approval of the Company.Company ___________________________ Channel Partner ___________________________ 4

4.10. Annexure B annexed hereto comprises of the list of the present / exis�ng Projects and the Inventorytherein. In the event the Company procures marke�ng and distribu�on rights in respect of Future Projectsthen in that event the Company shall, at its discre�on, in�mate the Channel Partner of the same in wri�ngand the Inventory of such Future Projects shall be deemed to have been added to the list of Inventoryannexed hereto. All terms and condi�ons contained under these presents shall be applicable to the ChannelPartners vis-à-vis such new inventory in the Future Projects also. It is clarified that the Company shall not beunder any obliga�on to permit the Channel Partner to market and distribute the inventory in the FutureProject. It is agreed by and between the Par�es hereto that the Company shall be en�tled to amend, revise,alter, modify the Annexure B annexed hereto and the revised Annexure B shall be deemed to form a part andparcel of this Agreement. The Channel Partner shall be bound by the contents of such revised Annexure B andshall not raise any query, dispute or objec�on in respect thereof.4.11. The Channel Partner shall not act or hold out as the agent of the Company but shall only procure andsolicit business and the business so solicited and procured by the Channel Partner shall be subject to thera�fica�on by the Company.4.12. This Agreement shall not create any employer-employee/ principal-agent rela�onship, nor shall thisAgreement be deemed to create any partnership, joint venture between the Company and the Channel Part-ner or the representa�ves/ employees of both Par�es or to provide the Channel Partner with any right, poweror authority, whether expressed or implied, to create any such duty or obliga�on.4.13. The Channel Partner shall ensure compliance with the Act and all the Applicable Laws in respect of itsobliga�ons under this Agreement.4.14. The Channel Partner is aware that if required the promoter of the Projects may be required to uploadthe name, details and RERA registra�on number of the Channel Partner on the RERA website. The ChannelPartner hereby grants his/her/their/its consent to the uploading of such informa�on and details. As statedabove, the Channel Partner further agrees and undertakes that the Channel Partner shall not establish anydirect contractual rela�onship with the promoter of the Projects and shall not solicit business for thepromoter/s directly. The Channel Partner shall only correspond with the Company in the manner provided inthis Agreement.4.15. The Channel Partner shall exercise utmost care in the performance of its du�es under this Agreementand shall act faithfully towards the Company.4.16. The Channel Partner shall not be en�tled to make any other representa�on on behalf of the Companyor execute any documents on behalf of the Company. The Channel Partner is also not en�tled to receive anypayments, whether in cash or cheque or by any other mode. All payments will be received in the name asdirected by the Company and the receipts will be issued by the Promoter.4.17. The Channel Partner shall not make any commitment on behalf of the Company, at any point of �me,without prior wri�en approval of the Company. Any approval/ authorisa�on/ clearance to be obtained by theChannel Partner from the Company shall be obtained in wri�ng from the authorised representa�ve of theCompany.4.18. It is agreed between the Par�es that the appointment herein is not exclusive and that the Company, inits sole discre�on, is free to appoint any person/s other than the Channel Partner for the purpose of market-ing and assist in selling the Units in the Project and for that purpose may enter into separate agreements withsuch person/s.4.19. The Channel Partner shall ensure that its registra�on under the Act is valid and subsis�ng during theTerm of this Agreement.Company ___________________________ Channel Partner ___________________________ 5

4.20. The Channel Partner shall renew its registra�on under RERA from �me to �me as required under theAct and shall provide a cer�fied copy thereof to the Company. It is agreed that the Company shall not berequired to call upon the Channel Partner to do so and it shall be the absolute responsibility and obliga�onof the Channel Partner to procure the renewal of its registra�on and handover a cer�fied copy thereto to theCompany.5. TERM5.1. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall com-mence from the date of execu�on of these presents and shall come to an end in the following circumstances: (i) In respect of an individual project, this Agreement shall come to an end upon the Inventory such Project being sold completely; (ii) In respect of an individual project, this Agreement shall come to an end in case if the Company amends the Annexure B annexed hereto to exclude such project from the list of Projects; (iii) This en�re Agreement shall come to an end in case if the Company, at its sole discre�on, terminates this Agreement.5.2. The Channel Partner agrees and undertakes that the Channel Partner shall accept the termina�on of thisAgreement as a whole, in its en�rety and /or in part in the manner stated above without raising any disputeor objec�on in respect thereof.6. INTELLECTUAL PROPERTY6.1. It is hereby agreed, declared and confirmed by the Par�es hereto that the Units/ Project shall be market-ed and sold by the Channel Partner under the terms of this Agreement and in strict compliance to the Act.6.2. The Company shall be the sole owner of the intellectual property which interalia includes brand name,logos, budge�ng, strategy, trademarks, copyrights, patents, proprietary or licensed so�ware, service marks,trade secrets, and all marke�ng collaterals including the hoardings, brochures, pamphlets and other medi-ums (“Intellectual Property”).6.3. The Channel Partner shall not use the name of the Company and /or the name of “Edelweiss” in any formor manner on any medium or portal of any nature whatsoever.6.4. The Company shall finalise and provide all marke�ng collaterals like the hoardings, brochures, pam-phlets, literature, pictures etc. to the Channel Partner. In an event the Channel Partner intends to undertakeany further adver�sement/ marke�ng via radio, sms, exhibi�on etc. then the same shall be approved by theauthorised representa�ve of the Company6.5. The usage of the Company’s Intellectual Property shall at all �mes be subject to the sole control of theCompany and the Channel Partner shall not use the Intellectual Property for any purpose other than thatstated under the terms of this Agreement. In case the Intellectual Property is used by the Channel Partnerwithout the approval/ knowledge of the Company, then the Company reserves all the right to take appropri-ate legal ac�on as may be necessary to protect its interests in respect thereof.6.6. The u�lisa�on of the Company ’s Intellectual Property in the marke�ng collaterals provided by the Com-pany to the Channel Partner shall not, under any circumstances, be construed to be a grant of licence or inter-est to any person of the Intellectual Property and all rights in and arising out of or connected with the Compa-ny ’s Intellectual Property shall at all �mes vest in and be held exclusively by the Company only.6.7. The Channel Partner acknowledges and accepts that they shall have no rights and/or any licence to usethe Company ’s Intellectual Property and/or the name of the Company and /or the name “Edelweiss” and allrights in and arising out of or connected with the Company ’s Intellectual Property other than as specificallypermi�ed under this Agreement and the Channel Partner shall not during the term of this Agreement or a�erits expiry or termina�on, directly or indirectly, commit an act of infringement or contest or aid in contes�ngCompany ___________________________ Channel Partner ___________________________ 6

the validity of ownership of the Company ’s Intellectual Property.6.8. The Channel Partner shall not dilute, harm, misuse, insult, disrepute or cause the Company ’s brand nameto be brought to any disrepute by its ac�ons during the subsistence of this Agreement and at all �mes there-a�er. Further, the Channel Partner shall not register, or a�empt to register, a brand name or trade mark in anycountry whatsoever which is in whole or part, incorpora�ng or in any manner decep�vely similar to the Com-pany ’s brand name.6.9. If it comes to the a�en�on of the Channel Partner at any �me during the subsistence of or a�er theexpiry or earlier determina�on of this Agreement, of any unauthorised use or suspected use of the Company’s Intellectual Property and/or the name of the Company and /or the name “Edelweiss” and/or any adapta-�on thereof as a corporate or trading name, the Channel Partner shall forthwith and without delay report thesame and render any such assistance as may be required by the Company in any proceedings to restrain suchuse.6.10. In the event the Company exercises his right to terminate this Agreement, the Channel Partner shallhandover all the marke�ng collaterals in respect of the said Project and return all hoardings, signage andadver�sements containing the Company’s brand name and return all pamphlets, brochures and other mar-ke�ng materials, to the Company forthwith.6.11. The Company is in the process of building a so�ware which shall enable the Company to manage itsrecords and func�oning vis-à-vis its ac�vi�es as a distributor. It is agreed between the Par�es that the Compa-ny shall be at liberty to offer such so�ware to the Channel Partner for its use during the subsistence of thisAgreement. The Company shall also be at liberty to charge the Channel Partner certain charges / fees for thesame. The Channel Partner hereby agrees and undertakes that once such an offer is made to the ChannelPartner, the Channel Partner shall accept the same and shall pay to the Company the charges / fees that shallbe charged by the Company. The Channel Partner further agrees and undertakes that the Channel Partnershall use the so�ware in the manner instructed by the Company. It is clarified that the so�ware shall be anIntellectual Property of the Company and all terms rela�ng to the Intellectual Property of the Company asstated above shall be apply.6.12. The provisions of this ar�cle / clause shall survive the termina�on of this Agreement.7. COMMISSION, TAXES AND LEVIES7.1. In considera�on of the services provided by the Channel Partner under in this Agreement, the Companyshall pay to the Channel Partner Commission in the manner set out in the \"Annexure C” annexed hereto. TheChannel Partner Commission shall be paid through to the account of the Channel Partner as provided by theChannel Partner in the Empanelment Form cum Know Your Customer Form (as defined below) a�ached here-with.7.2. The Commission is payable in the manner provided in Annexure C annexed hereto on the sale considera-�on of the Unit / Inventory in respect whereof the Channel Partner has brought in a confirmed IntendingBuyer/s in the manner provided in this Agreement. The Commission shall not be payable on the other chargessuch as maintenance charges, deposits, stamp du�es, registra�on fees, society outgoings, property taxes,other taxes viz. GST, VAT, local body tax or any other applicable taxes/ charges. The payment structure shallbe on a cumula�ve billing basis / running bill basis and shall be maintained separately on project to projectbasis. Such process shall be followed �ll the en�re inventory forming part of any par�cular project is disposedoff in full.7.3. Prior to payment of any Commission the following condi�ons should have been complied with: (a) The Channel Partner has prior to / simultaneously against the execu�on of this Agreement duly filled the Empanelment Form cum Know Your Customer Form. Copy whereof is annexed hereto and marked as Annexure “D”. The Channel Partner hereby confirms, declares and agrees that theCompany ___________________________ Channel Partner ___________________________ 7

informa�on provided in the said Empanelment Form cum Know Your Customer Form are true and correct and all a�achments thereto are valid and have been issued by authorised government bodies. (b) The Channel Partner should have a valid Registra�on No. to show that he is registered as a Real Estate Agent under RERA; (c) The Form/ Agreement as may be required by the Company should be duly filled and executed by the Channel Partner; (d) The Intending Buyer/s should have booked a unit/s and executed and registered the Agreement for Sale pursuant thereto, save and except in certain cases where the Company may at its sole discre�on decide to pay Commission to a Channel Partner despite the execu�on and registra�on of an Agreement for Sale not having been done by the Intending Buyer/s.7.4. The Channel Partner shall not be en�tled to any share in the transfer/ nomina�on charges paid by theIntending Buyer/s / intending transferor of his/ her Unit/s.7.5. Save and except to the extent stated hereinabove, the Channel Partner shall not be en�tled to paymentof any out of pocket expenses or any addi�onal charges that may have been incurred by the Channel Partnerin the course of performing its obliga�ons under this Agreement.7.6. All taxes, dues and payables on the commission received by the Channel Partner shall be borne by theChannel Partner. The Company shall be en�tled to deduct TDS as required under the Income-tax Act, 1961prior to the payment of any amounts due to the Channel Partner, provided that the Company shall providethe Channel Partner with appropriate cer�ficates for tax deduc�ons in the format prescribed under theIncome-tax Act, 1961.7.7. In an event of termina�on/cancella�on of the Agreement for Sale by the Intending Buyer/s wherein theCommission has already been paid by the Company to the Channel Partner, the Company shall not be en�tledto a refund of the Commission upon such cancella�on. However, in certain special cases where the Companyhas already paid Commission to the Channel Partner prior to the Intending Buyer/s having executed andregistered the Agreement for Sale and where the Intending Buyer/s does not eventually execute and registerthe Agreement for Sale, the Company shall be en�tled to a refund of the Commission already paid.7.8. The Channel Partner shall refund the Commission to the Company within a period of 90 days. In an eventthe Channel Partner fails to refund the amounts within the s�pulated period of 90 days, then in that case theChannel Partner shall be liable to pay an interest of 18% on the outstanding amounts from the expiry of 90days �ll the date of actual payment and the Company shall be en�tled to adjust/deduct the refundable Com-mission from any other Commission payable to the Channel Partner by the Company.8. REPRESENTATIONS AND WARRANTIES OF THE CHANNEL PARTNERThe Channel Partner hereby represents, warrants, covenants and undertakes that:8.1. It has been in the business of marke�ng and sales of real estate projects, both residen�al and commer-cial, and has considerable skill, knowledge and experience in respect thereof;8.2. It has established an independent network of branch offices and associate offices in _______________and is registered as Real Estate Agents with the Real Estate Authority as mandated under the Act and hasbeen assigned the Registra�on No. __________________________________________________;8.3. It shall ensure that the registra�on granted to it under the Act remains valid at all �mes and that all stepsshall be taken by the Channel Partner to ensure that the same is renewed from �me to �me and there is nolapse of the same during any period of �me. In case the registra�on is revoked at any �me, then in that casethe Channel Partner shall immediately seize to act under this Agreement and shall forthwith inform the Com-pany of such revoca�on. In an event the Channel Partner con�nues to market/ assist in selling the Inventoryor any part thereof or act under this Agreement in any manner inspite of such revoca�on of its registra�onCompany ___________________________ Channel Partner ___________________________ 8

under the Act, then in that case any damage, penalty, loss, claims that may arise/ become payable shall bethe sole liability of the Channel Partner.8.4. It has all the requisite permissions and authority under the Applicable Law for the purpose of marke�ngand assist in selling the Inventory;8.5. It has full power, capacity and authority to execute, deliver and perform this Agreement and has taken allthe necessary ac�on (corporate, statutory, contractual or otherwise) to authorise the execu�on, delivery andperformance of this Agreement in accordance with the terms and condi�ons herein;8.6. The Channel Partner shall not be involved in any kind of Unfair Prac�ces or Irregulari�es. The ChannelPartner hereby expressly agrees and undertakes not to indulge in any Unfair Prac�ce or Irregulari�es with anyemployee of the Company. In the event of the breach of this covenant by the Channel Partner, this Agreementshall automa�cally stand terminated;8.7. The Channel Partner shall adhere to all its covenants and obliga�ons provided in this Agreement and anyact of the Channel Partner in contraven�on thereof shall be treated as a breach of the terms of this Agree-ment and the Company shall be at absolute liberty to terminate this Agreement and the Channel Partner shallaccept such termina�on without any dispute or objec�on thereto;8.8. It not been declared and/or adjudged to be an insolvent, bankrupt etc. and/or ordered to be wound up,as the case may be;8.9. There are no legal proceedings pending against it which may have an adverse impact on its ability toperform and fulfil its obliga�ons under this Agreement;8.10. The execu�on and performance of its obliga�ons under this Agreement do not and will not conflict withor result in the breach of any Applicable Law;8.11. It shall act within its scope of work under this Agreement;8.12. It shall strictly comply with the terms and condi�ons contained in this Agreement. Any breach or viola-�on thereof shall en�tle the Company to terminate this Agreement in the manner stated in this Agreementbut without prejudice to the right of the Company to take any other ac�on that it may deem fit and proper inthe ma�er.8.13. In the event of any ac�on being ini�ated by the RERA Authority against the Company and/or thepromoter/s of the Project by reason of any act of commission or omission done or failed to be done by theChannel Partner then in that event the Channel Partner shall indemnify and keep indemnified the Companyand the promoter/s of the Project from and against all such ac�ons and the consequences / outcome thereofand be liable to compensate the Company and the promoter/s from the damages and losses of every naturewhatsoever caused to the Company and the promoters by reason thereof.9. REPRESENTATIONS AND WARRANTIES OF THE COMPANYThe Company hereby represents, warrants, covenants and undertakes that:9.1. It is a public limited company duly incorporated and registered under the provisions of the CompaniesAct, 1956 and now governed by the Companies Act, 2013;9.2. It has the right to market and distribute the Inventory;9.3. It has full power, capacity and authority to execute, deliver and perform this Agreement and has taken allthe necessary ac�on (corporate, statutory, contractual or otherwise) to authorise the execu�on, delivery andCompany ___________________________ Channel Partner ___________________________ 9

performance of this Agreement in accordance with the terms and condi�ons herein;9.4. This Agreement has been duly executed and delivered by the Company and cons�tutes a legal, valid andbinding obliga�on on the Company, enforceable against the Company in accordance with the terms andcondi�ons herein contained;9.5. It has not been ordered to be wound up and no receiver and/or liquidator and/or official assignee or anyperson has been appointed in respect of the Company or all/ any of its assets and/or proper�es;9.6. The execu�on and performance of its obliga�ons under this Agreement do not and will not conflict withor result in the breach of any Applicable Law;10. FORCE MAJEURENeither Party shall be liable for any failure or delay in its performance due to Force Majeure, provided that itno�fies the other Party as soon as prac�cable of its inability to perform its obliga�ons under this Agreementand uses its best efforts to resume performance.11. TERMINATION11.1. As provide in Clause 5 above, the Company shall be en�tled to terminate this Agreement.11.2. In furtherance to the above, either Party can terminate this Agreement by giving a 30 (thirty) days’ priorwri�en no�ce to the other Party on the occurrence of any of the following: (a) If either Party is in breach or default of any of its obliga�ons/covenants, under this Agreement or incase any of the representa�ons and warran�es made by the either Party under this Agreement turn out to be false or inaccurate; (b) If a Force Majeure event con�nues for a period of more than 60 (sixty) months; (c) If the Channel Partner undertakes Unfair Prac�ce or Irregulari�es as specified under the Act and this Agreement; (d) If the registra�on granted to either Party is revoked by the concerned authority under the Act.11.3. Upon termina�on by the Company, no further obliga�ons or liabili�es shall accrue to the Companyexcept for the payment of any commission that may be due and payable by the Company to the Channel Part-ner upto the date of such termina�on.11.4. Upon termina�on by the Channel Partner, the Channel Partner shall forthwith cease to act under thisAgreement and shall be en�tled to receive the Commission due to it under the terms of this Agreement.11.5. Even a�er termina�on of this Agreement, the Channel Partner shall be liable and responsible for all thebookings done through it prior to such termina�on.11.6. The Company shall have the right to cause public no�ces to be published in the newspapers being circu-lated locally declaring the termina�on of this Agreement and the dissocia�on of the Company from any inde-pendent marke�ng ac�vity undertaken by the Channel Partner in respect of the Inventory.12. ASSIGNMENT12.1. The Channel Partner shall not assign or transfer its rights, interests or benefits under this Agreement.12.2. Notwithstanding anything contained in this Agreement, the Company shall be absolutely en�tled toassign and transfer, without the consent of the Channel Partner, its right, interest or benefits under thisAgreement to any of its nominees, assignees, affiliates, subsidiaries and/or any other person as it may deemfit and necessary without any interference of the Channel Partner. It is expressly agreed by the Par�es thatthe terms of this Agreement shall be binding upon such nominees, assignees, affiliates, subsidiaries and/orany other person nominated by the Company.Company ___________________________ Channel Partner ___________________________ 10

13. CONFIDENTIALITY13.1. The Par�es hereto agree that during the course of their interac�on, the Par�es may share or might haveaccess to valuable and proprietary business informa�on (“Confiden�al Informa�on”) about the other Party,including but not limited to products, price, markets, market share, customers, plans, Intellectual Property,marke�ng strategies etc. the Par�es hereby agree that they shall: (a) hold all Confiden�al Informa�on in strict confidence; (b) not use, copy, reproduce, disclose or authorise the disclosure of, allow access of the other Party’s Confiden�al Informa�on to any Third Party other than as provided under this Agreement; (c) not use, or authorise anyone to use, the other Party’s Confiden�al Informa�on for any purpose other than the performance or undertaking the Party’s obliga�ons or the exercise of its rights or the receipt of any benefits pursuant to this Agreement; (d) promptly no�fy the other Party of any suspected or actual unauthorised use or disclosure of the other Party’s Confiden�al Informa�on of which the undertaking Party becomes aware and promptly take all reasonable steps that the other Party may require in order to prevent, stop or remedy the unauthorised use or disclosure. (e) Each Party may disclose the other Party’s Confiden�al Informa�on to its affiliates and their respec�ve officers, directors, employees, contractors, advisors and auditors, but only to the extent, and provided, that such Persons: (i) need to know the Confiden�al Informa�on disclosed to them; (ii) have been informed in wri�ng of the confiden�al nature of the Confiden�al Informa�on and the purpose for which it may be lawfully used; and (iii) comply with the terms of this Agreement in respect of the Confiden�al Informa�on disclosed to them.13.2. Each Party may disclose the other Party’s confiden�al informa�on if, and to the extent that, it is requiredto do so under this Agreement and/or the Applicable Law.13.3. The Confiden�al Informa�on does not include informa�on which is (a) publicly available at the �me of disclosure; (b) already known known to or was in the possession of receiving party prior to disclosure; or (c) disclosed to the receiving party by the Third Party which party is not bound by any obliga�on of confiden�ality.13.4. The provisions of this clause shall survive the termina�on of this Agreement.14. INDEMNITY14.1. The Channel Partner hereby covenants with the Company to keep the marke�ng collaterals/ materialprovided to it by the Company in good condi�on and undertakes not to cause any damage to the same.14.2. The Channel Partner hereby indemnifies and agrees to keep indemnified the Company and its agentsand representa�ves, at all �mes from any losses, expenses, damages, costs, charges, infringements, com-plaints, claims, suits and/or proceedings that may be made against the Company or which the Company mayincur/ suffer as a result of the fraudulent acts or omissions or any misrepresenta�ons of the Channel Partnerand/ or its associates/ employees/ agents or due to the failure/ delay in the performance or in breach of theterms and condi�ons of this Agreement and shall reimburse all such losses, expenses, damages, costs andcharges to the Company.15. WAIVER15.1. No forbearance, indulgence, relaxa�on or inac�on by the Company at any �me to require performanceof any of the provisions of these presents shall in any way affect, diminish or prejudice its rights to requireperformance of that provision and any waiver or acquiescence by them of any breach of any of the provisionsof these presents shall not be construed as a waiver or acquiescence of any con�nuing or succeeding breachof such provisions or a waiver of any right under or arising out of these presents, or acquiescence to orCompany ___________________________ Channel Partner ___________________________ 11

recogni�on of rights and/or posi�on other than as expressly s�pulated in these presents.15.2. Any delay tolerated or indulgence shown by the Company in enforcing the terms of this Agreement orany forbearance or giving of �me to the Channel Partner by the Company shall not be construed as a waiveron the part of the Company of any breach or non-compliance of any of the terms and condi�ons of thisAgreement nor shall the same in any manner prejudice the rights of the Company .16. BINDING EFFECTForwarding this Agreement to the Channel Partner by the Company does not create a binding obliga�on onthe part of the Company or the Channel Partner un�l, firstly, the Channel Partner signs and delivers thisAgreement with the Schedule and Annexures hereto.17. ENTIRE AGREEMENTThis Agreement, along with its Schedules and Annexures, cons�tutes the en�re Agreement between thePar�es with respect to the subject ma�er hereof and supersedes any and all understandings, any otheragreements, allotment le�er, correspondences, brochures, documents and/or arrangement entered into,executed and/or provided, whether oral or wri�en between the Par�es.18. SEVERABILITYIf any provision of this Agreement shall be determined to be void or unenforceable under the Act or the rulesand regula�ons made thereunder or under other Applicable Laws, such provisions of this Agreement shall bedeemed to be amended or deleted in so far as they are inconsistent with the purpose of this Agreement andto the extent necessary to conform to Act or the rules and regula�ons made thereunder or the ApplicableLaw, as the case may be, and the remaining provisions of this Agreement shall remain valid and enforceableas applicable at the �me of execu�on of this Agreement.19. FURTHER ASSURANCESThe Par�es agree that they shall execute, acknowledge and deliver to the other such instruments and takesuch other ac�ons, in addi�ons to the instruments and ac�ons specifically provided for herein, as may bereasonably required in order to effectuate the provisions of this Agreement or of any transac�on contemplat-ed herein or to confirm or perfect any right to be created or transferred hereunder or pursuant to any suchtransac�on.20. NOTICES20.1. All no�ces to be served on the Channel Partner and the Company as contemplated by this Agreementshall be deemed to have been duly served if sent to the Channel Partner or the Company by Registered PostA.D or no�fied Email ID/Under Cer�ficate of Pos�ng at their respec�ve addresses specified below:Name of Channel Partner: __________________________________________________________________Address: ________________________________________________________________________________No�fied Email ID: _________________________________________________________________________Name of Company: _______________________________________________________________________Address: _______________________________________________________________________________E-mail: _________________________________________________________________________________20.2. It shall be the duty of the Channel Partner and the Company to inform each other of any change inaddress subsequent to the execu�on of this Agreement in the above address by Registered Post failing whichall communica�ons and le�ers posted at the above address shall be deemed to have been received by theCompany or the Channel Partner, as the case may be.21. GOVERNING LAWThe rights and obliga�ons of the Par�es under this Agreement shall be construed and enforced in accordanceCompany ___________________________ Channel Partner ___________________________ 12

with the laws of India for the �me being in force and the courts in Mumbai shall have the jurisdic�on for thisAgreement.22. SETTLEMENT OF DISPUTES22.1. In the event of any dispute or difference arising by and between the Par�es out of this Agreement or inthe interpreta�on, construc�on or meaning thereof or any of the terms and condi�ons of this Agreement, thesame shall be referred to a panel of three Arbitrators, one appointed by the Company, one appointed by theChannel Partner and the third appointed by the two arbitrator’s (only if the differences are not resolvedamicably between the Par�es) to be mutually agreed upon by the Par�es, and in the absence of a mutualagreement regarding the appointment of the Arbitra�on panel as stated above or the arbitra�on, the disputeshall be governed by the provisions of the Arbitra�on and Concilia�on Act, 1996 in force or any subsequentamendment or re-enactment thereof.22.2. Such arbitra�on shall be held only at Mumbai and in English language. The Par�es shall, however,con�nue to meet their respec�ve obliga�ons as specified hereunder during the Arbitra�on proceedings andno payment due or payable to the Company shall be withheld (except to the extent disputed and forming partof arbitra�on dispute) on account of ini�a�on, commencement or pendency of such proceedings except inthe event Arbitra�on proceedings are ini�ated pertaining to the same.22.3. The Courts at Mumbai will alone have exclusive jurisdic�on in the ma�er.23. STAMP DUTY AND REGISTRATION CHARGES23.1. This Agreement may be executed in any number of counterparts and shall have the same effect as if thesignatures on the counterparts were on a single copy of the Agreement.23.2. All stamp duty, registra�on charges and ancillary costs, charges and expenses related to this Agreementshall be borne and paid by the Par�es equally.IN WITNESS WHEREOF the Par�es hereto have hereunto set and subscribed their respec�ve hands and sealsthe day and year first hereinabove wri�en.SIGNED AND DELIVERED by Edelweiss Commodi�es Services Limited, the withinnamed Company by thehand of __________________________________________, its authorized signatory.Witness: 1. ___________________________; 2. ___________________________;SIGNED AND DELIVERED by ____________________, the withinnamed Channel Partner by the hand of____________________________________________, its authorized signatory.Witness: 1. ___________________________; 2. ___________________________;Company ___________________________ Channel Partner ___________________________ 13

Annexure ACopy of the Registra�on Cer�ficate issued in favour of the Channel Partner by RERA AuthorityCompany ___________________________ Channel Partner ___________________________ 14

Annexure BLIST OF THE PROJECTSCompany ___________________________ Channel Partner ___________________________ 15

ANNEXURE C Channel Partner Commission Payment ScheduleSr. No. Project Rate of Commission Terms / Remarks 1. Auralis The Twins 2% Of basic price (ie. unit cost / flat cost)Company ___________________________ Channel Partner ___________________________ 16

ANNEXURE E Format to amend, modify, rec�fy, revise the list of projects i.e., Annexure B aboveOn the le�erhead of Edelweiss Commodi�es Services LimitedDate:To:_________________ (Insert name of Channel Partner)_________________ (Insert Address of Channel Partner)Sirs, RE: Channel Partner Agreement dated ___________ RE: Annexure B to the Channel Partner Agreement dated ________________ We hereby inform you that the Annexure B a�ached to the abovemen�oned Channel PartnerAgreement stands revised in the manner provided in the Annexure “B” annexed hereto. Save and except to the extent of the varia�on made in Annexure “B”, all other terms and condi�onsset out in the abovemen�oned Channel Partner Agreement and the Annexure annexed thereto shall con�n-ue to bind the Par�es. Kindly sign at the foot of the duplicate copy of this le�er according your acknowledgment of therevised Annexure B and return the same forthwith.Regards,___________________Authorised SignatoryEdelweiss Commodi�es Services LimitedWe accept and acknowledge the revised Annexure B_____________________Company ___________________________ Channel Partner ___________________________ 17

Edelweiss Commodi�es Services LimitedCorporate Office : Edelweiss House, Off CST Road, Kalina, Mumbai 400098, Tel No: +91 22 40094400