TERM SHEET/

Boiler Plate Clauses for Agreement

a. ABC hereby appoints XYZ as the Distribution Partner.

b. Purchase Order (POS): ABC will make the products available to XYZ either at a port in India or
directly in country LMN (to be finalised after discussion between the Parties).
c. XYZ acknowledges that this Term sheet shall not, at any time and in any manner whatsoever,
prevent ABC from entering into any similar arrangement(s) with other parties.

d. XYZ also acknowledges that it shall not in any manner disclose, advertise or publish the
existence or terms of, or transactions under this Term Sheet.

2. Relationship
a. The relationship of ABC and the XYZ shall be that of independent parties. The Parties to this
Term Sheet shall not be considered as agents or legal representatives of each other nor accept
legal or contractual commitments (for or on behalf of the other party) with regards to third
parties.

3. Fees and Expenses

a. XYZ will apply a 7% markup on the sale price of ABC’s cosmetics products.

b. All or any other expense for XYZ business or execution of the Agreement shall be borne by
XYZ.

4. Role and responsibility of ABC

a. to provide the materials/ product

b. define the time lines/ SLA

5. Role and responsibility of the XYZ

a. XYZ will be responsible for the following:

5.a.1 The XYZ will not use ABC’s name and logo for any other purpose except as agreed
hereunder.
5.a.2 To maintain confidentiality of Proprietary Information
5.a.3 Comply with all laws, including but not limited to Data Privacy laws, tax laws, etc.

6. REPRESENTATIONS AND WARRANTIES

a. The XYZ represents and warrants to ABC that:

6.a.1 the XYZ is duly incorporated, validly existing and in good standing under the
applicable Laws;
 6.a.2 the XYZ is not restrained, prevented or inhibited by any contract or arrangement to
which it is a party or any order of the court or the authority from entering into this
Agreement or undertaking the obligations herein contained;

6.a.3 the XYZ has obtained all government, statutory, regulatory and administrative
approvals under the applicable laws for entering into and performing its obligations
under this Agreement.

7. CONFIDENTIALITY& DATA SECURITY

a. The XYZ (“Receiving Party”) recognises that it may be given and have access to Confidential
Information and proprietary information of ABC along with all personal data that XYZ may
receive while engaging with ABC and the XYZ (“Disclosing Party”). The Receiving Party
undertakes not to use any such Confidential Information, for its own purposes except as
permitted hereunder, without the prior written consent of the Disclosing Party and shall use its
best efforts to keep confidential and not to disclose to any third party, any Confidential
Information, except if required by law, government/regulatory body or authorities as required by
law, regulation, court order, in connection with any judicial or other proceeding involving the
Disclosing Party ….

b. The Receiving Party shall hold and keep in strictest confidence any and all Confidential
Information of the Disclosing Party and shall treat such Confidential Information ….

c. The Receiving Party does not acquire any rights to such Confidential Information of the
Disclosing Party, except the limited right to use such Confidential Information for its intended
purpose.

d. The disclosure to any of the employees of the Receiving Party shall be on a need-to-know basis
and only to the extent necessary for each of them to perform its duties in relation to its
obligations under this Agreement….

e. The Receiving Party undertakes to return and will not retain any Confidential Information
disclosed to it under this Agreement in any form whether physical or in machine readable…

f. The Receiving Party acknowledges that in the event of any breach or threatened breach of this
Clause by the Receiving Party /its employees/agents/sub-contractors/third party engaged by
itself, monetary damages may not be an adequate remedy, and therefore, the Disclosing Party
shall be entitled to injunctive relief to restrain the Receiving Party /its employees/agents/sub-
contractors/third party engaged from any such breach, actual or threatened.

8. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

a. The Parties shall retain the ownership of their respective Intellectual Property rights in any
material that may be owned or prepared by such Party for the Purpose, whether oral or tangible.

9. INDEMNIFICATION

a. The XYZ shall defend, indemnify and hold harmless ABC from all claims, losses, damages,
liabilities, expenses (including fees and disbursements of counsel), arising out of or in
 connection with the Purpose, use of name and logo of ABC and any default of XYZ or breach of
any terms of this Agreement by XYZ….

b. In no event shall either Party be liable to the other Party under or in connection with this
Agreement for any indirect, incidental, special or consequential loss or damage, loss of revenue,
profits, goodwill, bargain or opportunities or loss of anticipated savings incurred or suffered by
XYZ whether in an action in contract, tort (including without limitation negligence), statute or
otherwise and whether or not ABC was aware or should have been aware of the possibility of
such loss or damage.

10. LIMITATIN OF LIABILITY

a. ABC’s total liability under this arrangement shall not exceed the total value of the products
purchased by XYZ in the last 12 months.

11. TERM AND TERMINATION

a. Where the Parties decide to execute a definitive Distribution Agreement, the term of the
engagement shall be 2 (two) years.

b. The term of this Agreement shall commence on the [Date] and continue till [Date], unless
terminated sooner in accordance with the terms of this Agreement.

c. ABC may terminate the Agreement immediately where XYZ:

d. Either Party can terminate the Services under this Agreement by giving 30 (thirty) days’ prior
notice in writing to the other at any time.

12. GOVERNING LAW AND DISPUTE RESOLUTION

a. This Agreement shall be governed and construed in accordance with the laws of [] and shall be
subject to the jurisdiction of the Courts in [].

13. GENERAL

a. Inuring Benefit: This Agreement and the rights and liabilities hereunder shall bind and inure to
the benefit of the respective successors of the Parties hereto.

b. Assignment: The XYZ shall not be entitled to delegate, sub-contract, assign or transfer any of its
rights, obligations or liabilities hereunder to any third party without the prior written consent of
ABC. However, ABC shall be entitled to assign its rights and obligations hereunder to any third
party without consent of the XYZ.

c. Notices: All notices required under this Agreement shall be in writing in the English language
and shall be delivered by personal delivery; by certified or registered mail, return receipt
requested; or e-mail delivery; and shall be deemed given upon personal delivery, five (5) days
 after deposit in the mail, or upon acknowledgement of delivery of email, respectively. Notices
shall be sent to the addresses set forth at the beginning of this Agreement and in case of e-mail to
ABC on Email ID [●] and to the XYZ on Email ID [●] or such other address as either Party may
specify to the other Party in writing.

d. Force Majeure: Neither Party shall be liable in damages nor have the right to terminate this
Agreement for any delay or default in performing hereunder if such delay or default is caused by
conditions beyond its control including but not limited to to acts of God ([Link]), labour
disputes, strikes, riots, internet failure ,war or other unanticipated occurrences ,problems ,
governmental requirements or restrictions or other events of a magnitude or type of which
precautions are generally not taken in the industry and circumstances which shall materially and
adversely affect the performance of the obligations of either Party and is not caused by an act of
negligence or default of the affected Party and is not within the reasonable control (directly or
indirectly) of the affected Party.

e. This Agreement constitutes valid and legally binding obligation and will be enforceable in
accordance with its terms;

f. Entire Agreement: This Agreement, including all documents incorporated herein by reference,
constitutes the complete and entire agreement between the Parties with respect to the subject
matter hereof, and supersedes and replaces any and all prior discussions, negotiations,
understandings and agreements, written and oral, regarding such subject matter.

g. Amendment: This Agreement shall not be altered, modified or amended unless such alteration,
modification or amendment is evidenced in writing and signed by both the Parties.

h. Severability: All provisions of this Agreement shall be severable and none of its provisions shall
be affected by the invalidity of any other provision to the extent that such invalidity does not also
render such other provision invalid. In the event of the invalidity of any provision of this
Agreement, …

i. Counterparts: This Agreement shall be executed in two (2) or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF this Agreement is hereby signed below by the authorized signatories of
the abovenamed Parties on the date as mentioned above in the recital.

Full Name of the Parties