VENDOR AGREEMENT

This vendor agreement ("Agreement") is executed as of , with effect from

(“Effective Date”) by and between:

Cloudtail India Private Limited, a company incorporated under the laws of India and having its
registered office at Ground Floor, Rear Portion, H-9, Block B-1, Mohan Cooperative Industrial Area,
Mathura Road, New Delhi – 110044 (hereinafter referred to as “Purchaser” which expression, unless
repugnant to the context or meaning thereof, includes its successors and permitted assigns) of the FIRST
PART;

AND

Azure Private Limited, a company registered under the laws of <India> and
having its registered office at <33, Lawrence, Road Industries Ltd.> (hereinafter referred to as the
“Vendor” which expression shall unless repugnant to the context or meaning thereof, include its
successors, [legal representatives] and permitted assigns) of the SECOND PART.

For the purposes of this Agreement, the Purchaser and the Vendor have been individually referred to as
"Party" and collectively as the "Parties". For the purpose of this Agreement, the term: (a) “Affiliate”
means any entity that is domiciled in India in which the Purchaser or its group companies have directly
or indirectly, certain economic interest (b) “Law” includes all applicable laws (including the Food Safety
and Standards Act, 2006 and regulations made thereunder), by-laws, rules, regulations, orders,
ordinances, protocols, codes, guidelines, policies, notices, circulars, directions, judgments, decrees,
permit, license, authorization or any other decision of the governmental authority (including central,
state or any other political subdivision thereof or any entity, authority or body exercising executive,
legislative, judicial, regulatory or administrative functions), having or purporting to have jurisdiction over
any of the Parties, their operations, or the transaction contemplated in this Agreement, (c) “ Products”
means Perishable Products and Non-Perishable Products, in pre-sorted and pre-packaged form as
defined under the Laws; (d) “Perishable Product” means any product that may spoil, decay, loose
palatability or otherwise become unfit for human consumption: (i) because of its nature, type, physical
condition or environmental conditions (changes in altitude, temperature or climate), (ii) if not used or
consumed within its Shelf Life, or (iii) if not packed, stored, handled or transported in specified cold
storage conditions, and includes frozen items such as ice creams, desserts, frozen food, meat, etc.,
chilled items such as cheese, paneer, yogurt, milk, etc., or fresh produce such as fruits, vegetables, etc.;
(e) “Non-Perishable Products” means Products other than Perishable Products; (f) “Shelf Life” means
the period between the date of manufacture of the Product and the ‘Best Before’, ‘use by’ or ‘expiry
date’ whichever is earlier, as printed on the label or package of the Product;

WHEREAS:

A. The Vendor is, inter alia, engaged in the business of manufacturer of Aure Hospitality

B. The Purchaser is, inter alia, engaged in the business of buying and selling, and otherwise dealing
in goods and merchandise.

1
C. The Vendor desires and thus has approached the Purchaser to supply the Products to the
Purchaser for the purposes of onward sale to business, industrial or institutional consumers
(“Business Sales”) and/or individual consumers by the Purchaser.

D. The Vendor has agreed to accept the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions and understandings
set forth in this Agreement and other good and valuable consideration (the receipt and adequacy of
which are hereby mutually acknowledged), the Parties with the intent to be legally bound hereby agree
as follows:

1. PURCHASE ORDERS; PRICING AND TAXES

1.1. This Agreement governs the Purchaser’s purchase of Products from the Vendor. The Purchaser
is not obligated to purchase Products, and Vendor is not obligated to sell Products, until Vendor
accepts a purchase order (“PO”). Each PO is a separate obligation, and the Vendor will not
substitute Products or combine or consolidate POs without Purchaser’s consent. The Purchaser
may modify or cancel POs without cost before Vendor delivers Products to the carrier. The PO,
inter alia, provides Product prices, Product specifications, timelines for delivery of the Products,
designated place of delivery, etc. Prices shall mean the prices of the Products mutually agreed
between the Parties and specified in the PO (“Prices”). The margins on Products, payment terms
(including discounts or rebates), the mode of payment, and such other terms as may be relevant
and applicable to the payment of the Products shall be specified in Annexure 1, which may be
amended from time to time as agreed in writing between the Parties. Vendor would charge and
the Purchaser will pay any applicable taxes including value added tax, central sales tax or goods
and services tax, as may be leviable, provided that such taxes are explicitly stated separately on
the original invoice that the Vendor issues to the Purchaser and that such invoice is a valid tax
invoice under Law. The Vendor agrees to provide the Purchaser such other documents in
relation to the applicability and payment of the aforesaid taxes along with the invoice as may be
required by the Purchaser for claiming tax credits. If at any time the credit for taxes under Law is
denied to the Purchaser or payment is demanded by statutory authorities due to a deficient
invoice or incorrect reporting of transactions or inadequate documents or in the event an
invoice or other tax documents do not satisfy the requirements under Law or due to Vendor’s
failure to deposit the tax collected, the Vendor agrees and undertakes to defend, indemnify and
hold the Purchaser harmless against any denied tax credits as well as any interest, penalties and
all other charges/ expenses imposed on the Purchaser as a result of claiming such tax credit.

1.2. The Purchaser reserves the right to deduct or withhold any taxes as per Laws against any
amounts due to the Vendor under this Agreement. Any payment to the Vendor as reduced by
such deductions or withholdings shall constitute full and final settlement of the payment
obligations of the Purchaser. The Vendor agrees to provide necessary documentation including
but not limited to permanent account number (PAN), for the Purchaser to undertake its
obligations under the Laws.

1.3. The Vendor shall be responsible for ensuring that they are registered under the taxation Laws
during the term of this Agreement. In case the registration is cancelled, withdrawn or

2
 surrendered during the term of this Agreement, the Vendor undertakes to intimate the
Purchaser immediately.

2. WARRANTIES AND COVENANTS

2.1. Vendor represents and warrants that:

(a) the Products: (i) are safe for human consumption and are free from adulteration or
misbranding as per the Laws; (ii) are as per the specifications of the PO/samples; (iii) or
the sale and distribution thereof, do not violate, infringe upon or misappropriate any
third party intellectual property rights; (iv) or the manufacturing, processing,
assembling, packaging, handling, transportation or sale thereof, is compliant with all
Laws; (v) have a clear and marketable title and are free from all kinds of encumbrances
(except as specifically disclosed by the Vendor and agreed by the Purchaser in writing);
(vi) include an accurate UPC or EAN barcode conforming with GS1 standards or such
other identifying information as the Purchaser may reasonably request; (vii) have a Shelf
Life of at least [●]% ([●] per cent.) as on the Intimation Date.

(b) the Materials, if provided by the Vendor: (i) are accurate and complete; (ii) are not
deceptive or misleading; (iii) and use or display thereof by the Purchaser, do not violate
any third party’s right; (iv) are compliant with all Laws; and

(c) the Vendor: (i) is duly incorporated or validly formed (as applicable), and existing under
the Laws; (ii) has the full authority and has taken all necessary approvals (corporate,
statutory or otherwise) to enter into and to perform its obligations under this
Agreement; (iii) entering into and performing its obligations under this Agreement do
not violate or conflict with any Laws, its constitutional documents, any other agreement
it is or may be bound.

2.2. Vendor agrees and undertakes that the Vendor shall:

(a) furnish all documents as may be requested by the Purchaser to evidence its compliance
with any of the foregoing representations and warranties;

(b) notify the Purchaser of the details of any change in the maximum retail price (“ MRP”) of
any of its Products at least 7 (seven) days in advance before implementing such change;

(c) notify the Purchaser of any Product proposed to be delivered to the Purchaser, whose
Shelf Life is less than [●]% ([●] per cent.) and shall supply such Products only with the
prior approval of the Purchaser on a case to case basis; and

(d) acknowledge that the Purchaser retains the right to choose the Products that may be
included by the Purchaser for the Business Sales.

3
3. PRODUCT RETURNS; EFFECT OF REMEDIES; PRODUCT RECALLS

3.1. The Purchaser may reject and return at Vendor’s expense any Product that: (a) is spoilt,
decayed, has lost its palatability or otherwise become unfit for human consumption; (b) does
not conform to the terms of this Agreement or the applicable PO (such as agreed specifications,
quantity or quality requirements, samples, packaging and labeling requirements and other
specific instructions given by the Purchaser); (c) is subject to recall; (d) has a Shelf Life less than
[●]% ([●] per cent.) as on the Intimation Date and has been delivered without obtaining the
Purchaser’s prior consent.

3.2. The Purchaser shall within a period of 1 (one) business day from the receipt of the Perishable
Products and 3 (three) business days from the receipt of the Non-Perishable Products, at such
location as may be specified by the Purchaser, examine and inspect the Products to confirm if in
terms of quantity and specifications the Products delivered are as per the PO and notify the
Vendor, either of the acceptance, rejection or return by the Purchaser of the Products delivered
by the Vendor for any of the reasons set out in Section 3.1 above (“Intimation Date”).

3.3. Notwithstanding anything contained above, during peak business seasons including major
festivals in any particular region in India such as Diwali, Holi, Christmas, Ganesh Utsav, etc., the
Vendor agrees that: (a) the aforesaid period of 1 (one) business day for Perishable Products
under Section 3.2 shall stand extended to 3 (three) business days, (b) the aforesaid period of 3
(three) business days for Non-Perishable Products under Section 3.2 shall stand extended to 7
(seven) business days, and in ease case, such extended date shall be referred to as the
Intimation Date.

3.4. Within a period of 10 (ten) business days from the date of receipt of the Products, the Purchaser
shall examine and verify the invoices and other relevant documents issued by the Vendor in
relation to the sale of the Products and notify the Vendor in writing, of any discrepancies,
inconsistencies and reconciliation in respect of such invoices and other related documents
("Confirmation Date"), subject to receipt of a valid tax invoice in the form prescribed under
Laws by the Purchaser. However, in the event the Purchaser collects or picks up the Products
from the Vendor’s designated place, the Purchaser shall examine and verify the invoices and
other relevant documents issued by the Vendor in relation to the sale of the Products and notify
the Vendor in writing, within a period of 10 (ten) business days from the date of receipt of the
Products at the designated locations of the Purchaser, of any discrepancies, inconsistencies and
any reconciliation in respect of such invoices and other relevant documents and this date shall
be the Confirmation Date.

3.5. Vendor will provide the Purchaser immediate written notice of any recall. Vendor is responsible
for costs incurred by the Purchaser in a recall including any shipping costs related to the return
of the affected Product and a provision of a replacement Product to the customers, if available,
as well as any amount of tax or tax credits which are unrecoverable.

3.6. The Vendor agrees that it shall be its responsibility to check whether the Purchaser has
approved the Products in terms of this Section. Payment of an invoice does not limit the

4
 Purchaser’s remedies including the right to return or reject the Products due to the reasons set
out in Section 3.1 above.

4. INSPECTION : The Purchaser or its authorized representatives shall have a right to enter the
premises of the Vendor and examine the Products stored and packed by the Vendor to
determine the quality, quantity and compliance of the agreed terms of purchase and storage
stipulated by the Purchaser of the Products supplied under this Agreement. If the Purchaser has
reasonable grounds to believe upon such inspection that the Vendor is in non-compliance with
this Section , then the Purchaser may, at its sole discretion, immediately terminate this
Agreement or suspend performance under this Agreement with immediate effect.

5. TITLE TO AND RISK OF LOSS OF THE PRODUCTS

5.1. Notwithstanding anything contained in this Agreement, the title to the Products shall be
transferred to the Purchaser on the Intimation Date. Further, the risk of loss shall be passed to
the Purchaser upon delivery of Products at Purchaser's designated warehouse.

5.2. In case the Purchaser is required to return the Products to the Vendor for any reason
whatsoever, the risk of loss and title of the Products shall stand transferred to the Vendor upon
handing over of the Products by the Purchaser to the carrier and the Purchaser shall have no
further obligations, liabilities or responsibilities in relation to the Products.

6. INDEMNIFICATION; LIMITATIONS; REMEDIES

6.1. Vendor shall defend, indemnify and hold the Purchaser, its Affiliates, and their respective
officers, directors, employees, and agents, harmless against any claim, loss, damage, settlement,
cost, expense or other liability (including attorney’s fees) that arises, directly or indirectly, from
(each a “Claim”):

(a) death, disease, injury or deterioration in health of any person by use or consumption of
the Product;

(b) any breach of warranties in relation to the Product;

(c) any Product recall;

(d) any infringement or misappropriation of any proprietary and/or third party intellectual
property right by Products or the Materials which Vendor (or a third party at Vendor’s
direction) provides to the Purchaser;

(e) negligence, strict liability or intentional misconduct by the Vendor or its employees,
contractors or agents; and

(f) Vendor’s breach of this Agreement, the PO or the Laws.

Provided that the Vendor shall not have any obligation under this Section in relation to any
Claim, to the extent such Claim arise out of the acts, omissions, negligence or wilful misconduct
of the Purchaser as determined by a final, non-appealable order of a court having jurisdiction.

5
6.2. Vendor will not consent to the entry of a judgment or settle without the Purchaser' prior written
consent, which may not be unreasonably withheld. Vendor will use a counsel reasonably
satisfactory to the Purchaser, and the Purchaser will cooperate in the defense at Vendor's
expense. If the Purchaser reasonably determines that any Claim may adversely effect the
Purchaser, the Purchaser may take control of the defense at its expense (without limiting
Vendor's obligations under this Section). Vendor's obligations under this Section 5 are
independent of its other obligations under this Agreement.

6.3. Neither Party will be liable to the other Party for any consequential, special, punitive, or indirect
damages, including lost profits or opportunities, even if such Party has been advised of the
possibility of such costs or damages.

6.4. Without prejudice to the rights and remedies of the Purchaser under this Agreement, the
Purchaser may at its discretion issue a debit note to the Vendor of the value mentioned
hereunder, in following cases:

(a) a debit note depicting the value of Products rejected or returned under Clause 3.1 or
Clause 3.6 and taxes and duties charged thereon;

(b) a debit note depicting the differential value between the quantity specified and charged
for in the invoice issued by the Vendor and the actual quantity of the Products
delivered;

(c) a debit note depicting the value of Claim relating to the Product in following cases: (i)
the Product is returned by a customer owing to such Product being adulterated,
misbranded or unsafe for human consumption, or (ii) there is actual or alleged
infringement or misappropriation of any third party intellectual property right by the
Products or the Materials, or (c) the sale, marketing or distribution of the Product by the
Purchaser leads to breach of any Law;

(d) a debit note depicting the payment of any sums owed by the Vendor, including any
taxes that the Purchaser is legally and operationally required to withhold from the
amounts payable to the Vendor or any discounts, concessions, reductions, etc. that the
Purchaser is entitled to under this Agreement,

6.5. The Vendor shall have a period of 7 (seven) business days to raise the credit note of an
equivalent amount, acknowledging the debit note issued by the Purchaser and/or intimate the
Purchaser of discrepancies or inconsistencies, if any, in the debit note issued by the Purchaser,
after which the Vendor shall deemed to have accepted the debit note and the Purchaser shall
deemed to be authorized by the Vendor to make necessary adjustments from the amounts
payable to the Vendor under this Agreement against such debit note.

7. SHIPPING

7.1. Each Party shall be responsible for managing and paying for transportation of the Products that
are collected and delivered by the carriers authorized by such Party.

6
7.2. All Products will be shipped to the place specified by the Purchaser in the PO. Vendor will ensure
that the packaging of the Products is in accordance with standard industry practices including
transport worthiness with reference to the value and the nature of the Products and the mode
of transport, to ensure that there is no loss or damage to the Products or its quality or freshness,
during transportation. The Vendor shall also ensure strict compliance with all requirements as
prescribed under the Laws including the Food Safety and Standards Act, 2006 and the rules and
regulations made thereunder, for handling, transportation and delivery of the Products to the
Purchaser.

7.3. If the Vendor is the importer of any Products, Vendor will prepare and submit all documents
required to enter those Products into India, and will pay any additional fees or charges due to
insufficient documentation. The Vendor shall keep and maintain with itself all relevant
documents and records in relation to the import of the Products and all the transactions
contemplated under this Agreement in accordance with the Laws.

8. INSURANCE
8.1. The Vendor shall maintain at all times an adequate and comprehensive insurance coverage of
such amounts as are customary for transactions contemplated in this Agreement, to cover any
kind of risk arising out of or in relation to this Agreement including product liability, intellectual
property infringement, workmen compensation and the like. The Vendor will provide the
Purchaser with certificates of insurance evidencing its continuing compliance with this Section
and will provide 30 (thirty) business days’ advance notice of cancellation, significant
modification or expiration, in each case to the Purchaser at [email protected] with
the Vendor’s name and insurance policy number in the subject field.

8.2. It is hereby clarified that a successful recovery of insurance proceeds by the Purchaser shall be
adjusted against the indemnification obligations of the Vendor under Section 5 and vice versa.
For any indemnity obligations of the Vendor that are in excess of the insurance proceeds
recovered by the Purchaser, the Vendor shall continue to be responsible for the amount
remaining to fulfill such indemnification obligations.

9. CONFIDENTIAL INFORMATION

9.1. Each Party agrees and undertakes to treat as strictly confidential and protect all information and
documents received or obtained by it or its advisors, officers, directors, employees,
representatives regarding the other Party, its affiliates, its management, business or financing
sources, etc. (collectively “Confidential Information”) and will not at any time hereafter make
public, disclose or divulge such Confidential Information to any third party, provided, however,
that:

(a) Confidential Information may be disclosed to such Party's officers, employees and
representatives on a need to know basis and who have a contractual, legal, ethical or
professional duty to maintain the confidence of such Confidential Information; and

(b) Confidential Information may be disclosed to the extent required by Law provided a
prior written notice is given to the other Party along with all opportunities to prevent
any disclosure of its Confidential Information.

7
9.2. Each Party will use the Confidential Information only to fulfill its obligations under this
Agreement, and will promptly return to the other Party or destroy such Confidential Information
when this Agreement expires or terminates. Section 9 covers all Confidential Information
regardless of when the Party receives it. Except with the prior written permission of the other
Party, neither Party will use any trademark, service mark, commercial symbol, or other
proprietary right of the other Party; issue press releases or other publicity relating to the other
Party or this Agreement; or refer to the other Party in promotional materials.

10. MISCELLANEOUS

10.1. Term and Termination: This Agreement shall continue to be in force unless terminated by either
Party with 60 (sixty) business days’ prior written notice to the other Party, subject to Vendor
fulfilling all POs it accepts before the effective date of such termination.

10.2. Survival: The provisions of this Agreement which by their nature are intended to survive
termination of the Agreement, will survive such termination including the provisions of Section 2
(Representations and Warranties), Section 5 (Indemnification; Limitation; Remedies), Section 7
(Insurance), Section 8 (Confidential Information), Section 9 (Miscellaneous), Section 11
(Ownership of Materials and License) and payment obligations of the Parties.

10.3. Relationship of the Parties: This Agreement is non-exclusive. Both the Parties are independent
contractors and nothing in this Agreement shall be construed to create a relationship of agency,
employment, partnership, franchise, joint venture, or any similar relationship between the
Parties. Neither Party shall have any right or authority to to act for or to bind any other Party.

10.4. Notices: Unless otherwise stated, notices and all other communications given, made or required
under this Agreement shall be in writing, in English language and shall be delivered: (a)
personally, (b) by registered post or internationally recognised courier service, or (c) by
electronic mail, in each case addressed to the intended Party at its address set out below or to
such other address as a Party may specify in writing to the other Party from time to time:

To the Purchaser: Attn.: Legal Department

Address: Ground Floor, Rear Portion, H-9, Block B-1,
Mohan Cooperative Industrial Area, Mathura
Road, New Delhi – 110044
E-mail: [email protected]

To the Vendor: Name: Azure Private Limited]

Address: [e Road Industries Ltd.]
E-mail:      

10.5. Assignment: The Vendor will not assign this Agreement or any obligation or right (including any
right to payment) in the Agreement, without the Purchaser’s prior written consent.

10.6. Governing Law: This Agreement shall be governed by the Laws of India, without reference to
any applicable conflict of laws.

8
10.7. Jurisdiction: Both the Parties agree to submit to the exclusive jurisdiction of the courts at New
Delhi, India for any disputes arising out of or in relation to this Agreement.

10.8. Non-Binding Forecasts: The Purchaser may periodically provide non-binding forecasts to the
Vendor for guidance and planning purposes. The Vendor acknowledge that such forecasts
merely indicates the Purchaser’s expected requirements of the Products based on seasonality,
market trends and other variable factors, which may change over time.

10.9. Reconciliation of Payments: The Parties have a right to review and identify overpayments
and/or under deductions, as maybe applicable, during a period of 180 (one hundred and eighty)
days from the date of invoice to which, such overpayment/under deduction relates. However,
such right shall not be applicable to the Purchaser’s POs and Vendor’s invoice which have
already been settled between the Parties as part of the periodic quit-claim account
reconciliation process. In the event a Party identifies overpayment/under deduction, it shall
communicate the same to the other Party in writing, and the Parties shall mutually discuss and
resolve the same within reasonable time.

10.10. Remedies; Waivers; Severability: The Parties’ rights and remedies under this Agreement are
cumulative and are without prejudice to any other rights and remedies available under Law,
contract or otherwise. Either Party’s failure to enforce any provision will not be a waiver of the
Party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then
that provision will be modified to the extent necessary to make it enforceable, and any invalidity
will not affect the remaining provisions.

10.11. Conflict Resolution; Entire Agreement: To the extent there is a conflict between this
Agreement, and the PO, the terms of the Agreement will control. Vendor may use standard
business forms or other communications (such as invoices, confirmations or shipping
documents), but use of such forms and communication shall in no event, alter or supersede the
provisions of the PO or this Agreement. This Agreement is the entire agreement between the
Purchaser and Vendor for the purchase and sale of Products, and supersedes all prior
agreements and discussions whether oral or written.

10.12. Code of Conduct: The Vendor agrees and undertakes to abide by the Purchaser’s Code of
Business Conduct and Ethics as made available to the Vendor by the Purchaser (the “ Code”)
which prohibits the paying of bribes to anyone for any reason, whether in dealings with the
government or the private sector or any statutory body. The Vendor shall not violate or
knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-
corruption Laws in performing under this Agreement. The Purchaser shall have the right to
immediately terminate or suspend performance under this Agreement if the Vendor breaches
this Section. The Vendor shall maintain true, accurate and complete books and records
concerning any payments made to another Party by the Vendor under the Agreement, including
on behalf of the Purchaser. The Purchaser and its designated representative shall have the right
to inspect the Vendor’s books and records to verify such payments and for compliance with this
Section.

10.13. Audit Rights: The Purchaser shall have the right, either on its own or by engaging a third-party
auditor, at the Purchaser’s expense, to conduct on-site audits and examine any records, invoices
and/or other data or documents of the Vendor that are necessary to determine Vendor’s

9
 compliance with this Agreement. If such audit establishes non-compliance by the Vendor, then
the Vendor shall promptly cure such non-compliance.

10.14. Revisions; Continued Use: The Purchaser reserves the right to change any of the terms of this
Agreement or any policies, at any time and in its sole discretion, by providing a notice of such
changes, to the Vendor. If such changes are not acceptable, the Vendor must notify the
Purchaser within a period of 7 (seven) days from the receipt thereof. Notwithstanding the
foregoing, the Vendor’s continued acceptance of the POs following the Purchaser’s notification
of the revisions, will constitute Vendor’s acceptance of the revisions.

10.15. Force Majeure: Neither Party to this Agreement shall be liable to the other Party for any delay
or failure on its part in performing any of its obligations under this Agreement resulting from
any cause beyond its reasonable control, including but not limiting to, strikes, riots, protests,
mass demonstration, government imposed restrictions, civil commotion, fire, floods, explosions,
acts of God, acts of State, war, enemy action or terrorist action.

10.16. Counterparts: This Agreement may be executed in counterparts, each of which, including
signature pages, shall be deemed an original, but all of which together will constitute one and
the same instrument.

10.17. Interpretation: In this Agreement, (a) reference to the Laws shall be construed as including
references also to any amendment, consolidation, replacement or re-enactment, and
subordinate legislation issued thereunder, (b) the ejusdem generis rule will not apply to the
interpretation of this Agreement, and (c) the table of content, headings and bold typeface are
inserted for convenience only and shall not affect the construction of this Agreement (d) words
importing the singular include the plural and vice versa, and pronouns importing a gender
include each of the masculine, feminine and neuter genders.

11. OWNERSHIP OF MATERIALS AND LICENSE

11.1. The Vendor represents that it is owner or licensed user of all IPR (defined below) in the Product
as well as Material (as defined below) thereto, and grants the Purchaser a royalty free license to
use such IPR for purposes as may be deemed necessary for selling and distributing the Products,
including through online platforms. Further, the Vendor agrees that on an ongoing basis and as
and when requested by the Purchaser, the Vendor will provide to the Purchaser or its
representatives/agents, free of charge, all Materials, in a timely and reasonable manner.

11.2. For the purposes of this Agreement, the term: (a) "Material" means all materials, Product
information, and/or content (including but not limited to images, catalog information/text and
graphics) in relation to the Product; (b) “IPR” means the intellectual property rights owned,
present and future, throughout the world, including copyrights, trademark, service mark, logo,
designs, or such other similar rights (whether or not registered).

10
IN WITNESS WHEREOF, the Parties have caused this Vendor Agreement to be duly executed by their
duly authorized representatives as of the date and year first hereinabove written:

For and on behalf of For and on behalf of

CLOUDTAIL INDIA PRIVATE LIMITED [Britannia Industries Ltd.

(Authorised Signatory) (Authorised Signatory)

Name: JItesh bhatia Name: Jitesh Bhatia

Designation: National Sales Designation: National Sales Manager
ManagerNSM

11