Agreement Draft

THIS AGREEMENT is made by and between _____________________ ____________________ ("Principal") located at __________________ ____________________ and _______________________________________ ("Agent"), located at___________________________________________ _______________________________. In consideration of the mutual covenants and promises contained in this Agreement as set forth below, the Principal and the Agent agree as follows: Article 1. Legal Status of the Parties. Section 1.1. Legal Status of the Principal. The Principal is duly organized, validly existing, and in good standing under the laws of the State of _____________________ with the power to own property and carry on its business as it is now being conducted. Section 1.2. Legal Status of the Agent. The Agent is a(n) ________________________________________ having a primary place of business at _______________________________________________. Section 1.3. Company Business. The Principal is engaged in the business of manufacturing and selling________________________ _________________________________. The Agent declares that the Agent possesses the financial and physical resources to promote the sale and use of the products of the Principal and desires to develop a demand for and sell such products as authorized in this Agreement. The Principal desires the Agent to develop a demand for and sell its products on the terms and conditions set forth in this Agreement. Article 2. Agency. Section 2.1. Exclusive Appointment. a. The Principal appoints the Agent as exclusive sales representative for the sale of its products within the following territory: This territory may be subsequently enlarged, reduced, or changed in area with the mutual consent of the parties. b. During the continuance of this Agreement, the Principal shall not appoint any other person, firm, or corporation to sell the same products in the territory. c. Except as the Principal may subsequently authorize in writing, the Agent shall not sell any of the Principal's products outside of the territory. Section 2.2. Products Covered. a. The products of the Principal covered by this Agreement are those which it and its subsidiaries manufacture and sell under the following trade names: b. If any products that the Principal may hereafter manufacture and sell may be in conflict with or competitive to the products of other manufacturers then being distributed by the Agent, the Agent reserves the right by written notice to the Principal to exclude such of the Principal's products from the scope of this Agreement and to consent to their sale by others in the territory covered. Section 2.3. Compensation. a. The Principal shall pay to the Agent as compensation for his/her services a commission of _______________________ percent (_______%) of the net invoice value of all shipments of its products to any part of his/her territory for which the Principal shall have received payment. "Net invoice value" is defined as the gross invoice amount, less any returns, and allowances. The Principal shall pay the commissions on the ___________ day of each month for all shipments paid for during the preceding calendar month. b. If this Agreement shall terminate for any reason whatsoever, the Principal shall pay the Agent a full commission for orders solicited by the Agent and accepted by the Principal prior to the effective date of such termination, regardless of when shipments are made or invoices rendered. Article 3. Operations. Section 3.1. Quotations. In obtaining sales of the Principal's products, the Agent shall quote only the prices and terms listed in the Principal's published price lists or as approved in writing by the Principal. Section 3.2. Forwarding and Acceptance of Orders. The Agent shall forward all orders promptly to the Principal and each order shall be subject to the Principal's acceptance. Upon acceptance, the Principal shall forward to the Agent a copy of the invoice acknowledging acceptance of the order and the delivery dates of the ordered products. The Principal shall not unreasonably withhold acceptance of any order. However, the Principal does reserve the right to reject any order solicited by the Agent for any valid good faith business reason which in the considered judgment of the Principal is sufficient grounds for rejection. Section 3.3. Invoices and Collections. All invoices in connection with orders solicited by the Agent shall be sent by the Principal, direct to the customer, with a copy to the Agent. The Principal is responsible for all collections and bad debts. The Principal also exercises complete control over the approval of all customers credits, orders, and contracts. The Principal shall have no right to debit the Agent for the loss of any sum involved in any invoice from the Principal to the customer, unless that customer is the Agent. The Agent shall forward promptly to the Principal all payments which the Agent may collect from customers of the Principal. Furthermore, the Agent shall make no allowances or adjustments in accounts, or authorize the return of any products, unless given specific advance authorization, in writing, by the Principal. Section 3.4. Authority to Employ Salespeople. The Agent shall have full authority to employ such salespersons at such compensation and on such other conditions as the Agent deems proper to sell the products of the Principal in the territory. The contract which the Agent makes with such salespeople shall contain a provision that the salespeople are the employees of the Agent and are to be paid by him/her alone and, that in employing the salespeople, the Agent is acting individually and not as an agent for the Principal. Section 3.5. Payment of Expenses. The Agent shall assume and pay all the costs of conducting the sales agency, including commissions or other compensation to salespeople in the Agent's employ. Section 3.6. Samples and Advertising Matter. The Principal at its own expense shall furnish the Agent a reasonable supply of samples and marketing and sales literature, such as brochures, technical data sheets, catalogues, etc. Sample cases are the exclusive property of the Principal and, on termination of this Agreement, the Agent shall return them to the Principal at the Principal's expense. Section 3.7. Supplies and Deliveries. The Principal shall maintain sufficient inventory and supplies to enable it to promptly deliver all orders solicited by the Agent. The Principal shall furnish to the Agent information relating to the delivery of the products as is reasonable required in the interest of the customer. Section 3.8. Assistance in Training. The Principal shall reasonably a.) render advice to the Agent in connection with the Agent's soliciting orders, b.) familiarize the Agent with the operation of the products, and c.) render assistance to the Agent in training any of the Agent's employees or representatives in connection with soliciting orders. Section 3.9. Availability of Information. During the term of this Agreement, the Principal shall, at its expense, promptly make available to the Agent and to customers solicited by the Agent, copies of the Principal's brochures, customer lists, forms of orders and contracts, and other information reasonable necessary for the Agent's performance under this Agreement. Section 3.10. Product Warranty. The Principal shall furnish to each customer solicited by the Agent, the Principal's "Standard Warranty" covering the products. This Standard Warranty shall contain a statement to the effect that no one is authorized to make any warranty or representation other than as set forth in the Standard Warranty, and that the customer may not rely on any other warranty or representation. The Principal shall be solely responsible for the design, development, supply, production, and performance of the products for which orders are solicited under this Agreement and for the protection of its trade names. The Principal assumes all responsibility for all liabilities and expenses relating to the products. The Principal shall hold the Agent harmless from, and indemnify the Agent for, all liability, loss, costs, expenses, or damages however caused by reason of any products or any act or omission of the Principal which may result from the sale or distribution of the products by the Agent. No warranty of any nature as to any of the products shall run from the Principal to the Agent. Section 3.11. Handling of Inquires. The Principal shall promptly forward to the Agent the original of all product inquiries received by the Principal from potential or actual customers within the territory, for the Agent's attention and handling, along with a copy of any acknowledgment the Principal may desire to forward to the inquirer. The Principal shall make available to the Agent such information as may be reasonably required by the Agent to enable it to process the inquiry. Section 3.12. Shipment Reports. The Principal shall furnish to the Agent at the Agent's address for receiving notices, not later than the _______________________(______) day of each calendar month, a list indicating by customer name and products, the shipment(s) of products, invoices rendered for the products, and acceptance and rejection of orders during the immediately preceding calendar month. These "Shipments Reports" shall be certified by an authorized officer of the Principal and shall be subject to an audit by public accountants selected by the Agent at its expense, not more frequently than once each calendar quarter. Section 3.13. Selling Effort. The Agent shall use reasonable best efforts to solicit orders in the territory. During the entire term of this Agreement, the Agent shall have the right to promote, solicit orders for, sell, and/or otherwise market other goods, equipment, and/or services manufactured or supplied by persons or firms other than the Principal. However, if these other products compete directly or indirectly with the Principal's products, the Agent shall first obtain the prior written approval of the Principal with respect to representing these other products. Article 4. Termination. Section 4.1. Grounds. a. Either party may terminate this Agreement by written notice to the other party on the occurrence of any of the following events: (1) There shall be a substantial failure by the other party to perform one or more of its obligations under this Agreement which shall not have been cured within ____________________ (_____) days after written notice specifying the nature of such failure. (2) The other party shall make a general assignment for the benefit of creditors. (3) A receiver of all or substantially all of the property of the other party shall be appointed. (4) The other party shall become or be declared insolvent. (5) The other party shall file any petition in bankruptcy or shall be adjudged a bankrupt. (6) Sale of the business of either party. (7) Death or incapacity of either party (if the party is an individual). b. Both parties may terminate this Agreement by mutual consent. Such termination shall take effect on a date mutually agreed upon by both parties. Section 4.2. Applicability of Terms after Termination. In the event of termination, this Agreement shall remain applicable to any orders for products which the Agent has previously placed and to any other orders which may be executed within _________________ (_____) days subsequent to the effective date of termination. Article 5. General Provisions. Section 5.1. Effect of Partial Invalidity. The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect. Section 5.2. Entire Agreement. This Agreement contains the complete Agreement between the parties and shall supersede all other agreements, either oral or written, between the parties. The parties stipulate that neither of them has made any representations except as are specifically set forth in this Agreement and each of the parties acknowledges that they have relied on their own judgment in entering into this Agreement. Section 5.3. Assignment. Neither party to this Agreement may assign their rights under this Agreement unless the other party so consents to the assignment in writing. Section 5.4. Notices. All notices, requests, demands, and other communications shall be in writing and shall be given by registered or certified mail, postage prepaid, to the addresses shown on the first page of this Agreement, or to such subsequent addresses as the parties shall so designate in writing. Section 5.5. Governing Law The laws of the State of _______________ shall govern this Agreement Section 5.6. Attorney's Fees Should any action be commenced between the parties to this Agreement concerning the matters set forth in this Agreement or the rights and duties of either in relation thereto, the prevailing party in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its Attorney's Fees and Cost. Section 5.7. Arbitration and Venue Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or recession, shall be settled by arbitration in _____________County, ______________(state) in accordance with the Commercial Arbitration Rules of the American Arbitration Association before one arbitrator. The arbitrator sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any reward which by its terms effects any such alteration, or modification. The parties consent to the jurisdiction of the Superior Court of _________(state), and of the United States District Court for the _________ District of _________(state) for all purposes in connection with such arbitration including the entry of judgment on any award. The parties consent that any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail or the equivalent, return receipt requested, or by personal service or in such manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed. The parties further agree that arbitration proceedings must be instituted within one year after the claimed breach occurred, and that such failure to institute arbitration proceedings within such period shall constitute an absolute bar or the institution of any proceedings and a waiver of all claims. This section shall survive the termination of this Agreement. Section 5.8. Amendment. Any modification, amendment or change of this Agreement will be effective only if it is in a writing signed by both Partners. Section 5.9. Headings. The titles to the paragraphs of this Agreement are solely for the convenience of the Partners and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on this ____________________ day of _____________________, 20___. AGENT: PRINCIPAL: __________________________________ ______________________________ (Company name) (Company name) By:______________________________ By:____________________________ (Signature) (Signature) __________________________________ ______________________________ (Typed or printed name) (Typed or printed name) Its:______________________________ Its:___________________________ (Title) (Title)

This DEED OF ABSOLUTE SALE executed at on this the day of , 201X by s/o residing at hereinafter called the VENDOR of the one part which expression shall include his executors, administrators, legal representatives, successors etc. TO AND IN FAVOUR OF w/o residing at hereinafter called the PURCHASER of the Other Part which expression wherever the context so requires shall mean and include his heirs, executors, administrators, legal representatives, successors etc. WHEREAS the VENDOR herein has purchased the said property more fully described in the Schedule hereunder from Thiru. in and by sale deed dated and registered on as Document No. of (year) of Book 1 volume No. filed at pages to on the file of the Sub Registrar of . WHEREAS the VENDOR herein has been in exclusive possession and enjoyment of the property more fully described in the Schedule hereunder with a constructed house thereon ,which was constructed by him with his self-earned funds , till date. WHEREAS the VENDOR is the exclusive owner of the property more fully described in the schedule hereunder and he has absolute right to dispose of the same as in the manner he wishes; AND WHEREAS the VENDOR is in need of funds in order to meet his personal commitments and family expenses and has decided to sell the property more fully described in the Schedule hereunder for a sum of $_________________ /- (_______________________ only) and the PURCHASER herein has also agreed to purchase the same for the said price and to the effect they entered into an agreement to sell dated . NOW THIS DEED OF SALE WITNESSETH THAT in pursuance of the aforesaid agreement and in consideration of a sum of $______________________ (___________________ only) received by the VENDOR in cash and the receipt of the said entire consideration of $________ (________________ only), the VENDOR doth hereby admit, acknowledge, acquit, release and discharge the VENDOR from making further payment thereof and the VENDOR doth hereby sell, convey, transfer, and assigns unto and to the use of the PURCHASER, the property more fully described in the Schedule hereunder together with the water ways, easements, advantages and appurtenances, and all estate, rights, title and interest of the VENDOR to and upon the said property TO HAVE AND TO HOLD the said property hereby conveyed unto the PURCHASER absolutely and forever. THE VENDOR DOTH HEREBY COVENANT WITH THE PURCHASER AS FOLLOWS: 1. That the property more fully described in the Schedule hereunder shall be quietly and peacefully entered into and held and enjoyed by the PURCHASER without any interference, interruption, or disturbance from the VENDOR or any person claiming through or under him. 2. That the VENDOR has absolute right, title and full power to sell, convey and transfer unto the PURCHASER by way of absolute sale and that the VENDOR has not done anything or knowingly suffered anything whereby his right and power to sell and convey to the PURCHASER the property hereby conveyed. 3. That the property is not subjected to any encumbrances, mortgages, charges, lien, attachments, claim, demand, acquisition proceedings by Government or any kind whatsoever and should thereby and the VENDOR shall discharge the same from and out of his own funds and keep the PURCHASER indemnified. 4. That the VENDOR hereby declares with the PURCHASER that the VENDOR has paid all the taxes, rates and other outgoing due to Local bodies, revenue, urban and other authorities in respect of the property more fully described in the Schedule hereunder up to the date of execution of this sale deed and the PURCHASER shall bear and pay the same hereafter. If any arrears are found due to the earlier period, the same shall be discharged by the VENDOR 5. That the VENDOR has handed over the vacant possession of the property more fully described in the Schedule hereunder to the PURCHASER on and delivered the connected original title document in respect of the schedule mentioned property hereby conveyed on the date of execution of these presents. 6. That the VENDOR will at all times and at the cost of the PURCHASER execute, register or cause to be done, all such acts and deeds for perfecting the title to the PURCHASER in the property hereby sold and conveyed herein. 7. That the VENDOR do hereby covenants and assures that the PURCHASER is entitled to have mutation of his name in all public records, local body and also obtain patta in the name of the PURCHASER and undertakes to execute any deed in this respect. SCHEDULE OF PROPERTY The Market Value of the Property is $ In witness where of the VENDOR and the PURCHASER have set their signatures on the day month and year first above written. Witnesses: VENDOR 1) 2) THE PURCHASER

THIS AGREEMENT is made at _______ the ____________ day of ___________ between A (hereinafter called ‘the vendor’) of the Other Part, whereby it is agreed as follows : 1. The Vendor shall sell and the Purchaser shall purchase, for the sum of Rs. _______ whereof a sum of ____ has been paid to the Vendor as stakeholders on the signing hereof as a deposit, the freehold property particularly described in the First Schedule hereto (but subject to and with the benefit of the tenancies mentioned in the Second Schedule hereto so far as subsisting.) 2. The title to the property shall commence with Deed of _______ dated the ______ day of ________. 3. The Purchaser shall deliver the requisitions and objections (if any) in respect of the title and all other matters arising upon the abstract or this agreement to the Vendor’s Advocate within 14 days after the day of the delivery of the abstract and the replies to answers within 7 days after the receipt thereof and in these respects time shall be of the essence of the contract. In default of or subject only to any such requisitions and objections so made the purchaser shall be deemed to have accepted the title. 4. (i) If the purchaser shall insist on any requisition or objection of any kind which the Vendor shall be unable or unwilling to remove or comply with the Vendor may (notwithstanding any intermediate negotiations or litigation in respect thereof) give notice in writing to the Purchaser or his Advocate of the intention of the Vendor to rescind this contract unless such requisition or objection shall be withdrawn and if such notice shall be given and the requisition or objection shall not be withdrawn within 7 days after the day on which the notice was sent, this contract shall without further notice be rescinded. (ii) The Vendor shall thereupon return to the Purchaser the deposit but without any interest, costs or other compensation or payment whatsoever. 5. The Purchaser shall admit the identity of the property agreed to be purchased with that comprised in the documents of title offered by the Vendor by a comparison of the description contained in the First Schedule hereto. 6. (i) The property is sold subject to all easements affecting the same. (ii) The property is believed to be correctly described as to quantity and otherwise but if any error, misstatement or omission shall be discovered in the description of the property contained in the First Schedule hereto or in any plan annexed hereto the same shall not annual the same but reasonable compensation shall be allowed by the Vendor or the Purchaser as the case may require in respect thereof and the amount of such compensation shall in case of dispute be settled by two arbitrators or their umpire pursuant to the Arbitration Act. 7 (i) The Purchaser shall pay the balance of the purchase money on the ______ day of _______________ at the office of _________ the Advocate of the Vendor at which time and place the purchaser shall be completed. (ii) Upon such payment the Vendor and all other necessary parties (if any) shall execute a proper assurance of the property to the Purchaser. Such assurance shall be prepared and (if necessary) stamped by and at the expense of the Purchaser. (iii) The Purchaser paying the balance of the purchase money shall as from the day hereby fixed for completion of the purchase be let into possession or into receipt of the rents and profits and shall pay all outgoing which shall if necessary be apportioned and the balance shall be paid by or allowed to the Purchaser on completion. (iv) If from any cause whatever (other than the willful default of the Vendor) the purchaser shall not be completed on that day the Purchaser shall pay to the Vendor interest on the balance of the purchase money at the rate of ___ per centum per annum from the day until the actual completion of the purchase but the Vendor shall have the option of taking the rents and profits of the property (less outgoing) upto the date of actual completion instead of the said interest and the Purchaser shall not be entitled to any compensation for the Vendor’s delay or otherwise. (v) Provided that, if delay in completion arises from any other cause than the Purchaser’s own act or default the Purchaser may – (a) at his own risk deposit the balance of the purchase money at any Bank in the name of the Purchaser or otherwise and – (b) give notice in writing forthwith of such deposit to the Vendor’s Advocate and in that case the Vendor shall be bound to accept the interest allowed thereon as from the date of such deposit in lieu of the interest or net rents and profits accruing after that date which would otherwise be payable to the vendor under this condition. 8. The Purchaser shall pay to the Vendor the proportionate part of the premium as from the date of completion of sale on any subsisting policy of fire insurance and shall be entitled so far as the Policy or consent by the insurance office permits to the benefit of such insurance as from the date of completion and the Vendor shall if so required consent to the name of the Purchaser being endorsed on the policy or entered in the books of the insurance office as being interested in the policy but the Vendor shall not give to the Purchaser notice of any premium being or becoming due. 9. If the Purchaser shall fail to comply with these conditions the deposit shall be forfeited to the Vendor who may thereupon re-sell the premises at such time in such manner and subject to such conditions as the Vendor shall think fit and any deficiency in price which may happen on and all expenses attending such re-sale shall immediately afterwards be paid by the present Purchaser to the Vendor and if not so paid shall be recoverable by the Vendor as liquidated damages. As witness the hands of the said parties have been put the day and year first above written. The First Schedule (Particulars of the property) The Second Schedule (Particulars of tenancies) Signed by the Vendor Mr. _______ in the presence of ___________ Signed by the said Purchaser Mr. _________ in the presence of _________