This Seller agreement (“Agreement”) is executed as of this [date], by and between:  

ROYALOAK INCORPORATION PRIVATE LIMITED, a company incorporated under the laws of India, bearing corporate identification 29AAHCR9677C1ZT, and having its registered office at 4th Floor, No 5, Raj square, Vijaya Bank Colony Main Road, Banaswadi Ring Road, Bengaluru Urban, Karnataka, 560093, India, and acting through its authorized signatory, Mr. ________________ (hereinafter referred to as the “P Royaloak urchaser” which expression, unless it be repugnant to the context or meaning thereof, be deemed to also mean and include its successors and permitted assigns) 

AND 
_________________ Private Limited, a company incorporated under the laws of India, bearing corporate identification number _________________, and having its registered office at ___________________________________, India, and acting through its authorised signatory, Mr. ___________________, duly authorised vide board resolution dated __________________, (hereinafter referred to as the “Seller” which expression, unless it be repugnant to the context or meaning thereof, be deemed to also mean and include its successors and permitted assigns)  
For the purposes of this Agreement, Royaloak and the Seller have been individually referred to as "Party" and collectively as the "Parties".  

WHEREAS

(A) The Seller is engaged in the business of sale of varied products, including the Products.  

(B) Royaloak is engaged in the business of buying and selling, and otherwise dealing in goods and merchandise. 

(C) Seller has approached Royaloak with documents mentioned in Annexure A to supply Furniture and Home Decor products including labeling and packaging thereof (“Products”) to Royaloak for the purposes of onward sale to business, industrial or institutional consumers and/or individual consumers by Royaloak. 

(D) The Seller has agreed to accept the terms and conditions of this Agreement. 

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions and undertakings 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. DEFINITIONS AND INTERPRETATION.

1.1 In this Agreement, unless the context or meaning otherwise requires: (a) terms defined in the description of Parties and recitals of this Agreement shall have the same meanings throughout this Agreement; (b) all capitalized words and expressions defined by inclusion in quotation and/ or parenthesis anywhere in this Agreement, have the same meanings as ascribed to such words and expressions; and (c) following words and expressions shall bear the meanings ascribed to them below: 
 
“Affiliate” means any entity that is domiciled in India in which Royaloak or its group companies have directly or indirectly, certain economic interest;  
 
“Law” includes all applicable laws, by-laws, constitution, statute, rules, regulations, orders, ordinances, protocols, directives, codes, guidelines, policies, notices, circulars, directions, injunctions, judgments, decrees, awards, 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;  
 
“Delivery Instructions” means a delivery order issued in writing or in any electronic means by Royaloak to the Seller specifying, inter alia, the details and quantity of the Products to be delivered  by Seller to the customer, prices, Product codes, timelines for delivery of the Products, designated place of delivery; 
 
“Product” or “Products” means the products as set out in the Delivery Instructions or this Agreement or Schedules, as amended from time to time by the Parties, which are to be sold to Royaloak per the terms and conditions of this Agreement;  
 
“Requirements” means, in relation to Products, that Products must:  
(a) be original, free of security interests, and be fit for the purpose for which they are to be used; 
(b) be of quantities and description set out in the Agreement or the Delivery Instructions; 
(c) be of high quality standards that are or above the level of quality specified by Royaloak; 
(d) be packaged such that there shall be no risk of personal injury or death arising out of their use, if used for the intended and declared purpose;  
(e) be sold and delivered along with all benefits of all standard and additional manufacturer warranties, which shall pass to Royaloak and its customers; 
(f) be free from defects and deficiencies, contamination, handled, stored in a condition appropriate for sale to customers and in any event composed of high-quality materials and workmanship. For purposes of this Agreement, “defect” or “defects” (including when used in the context of any latent defect) shall include manufacturing defects, physical damage, and any non-conformity with such standard specifications; and 
 
“Tax” or “Taxes” “Taxation” means all taxes, including goods and service tax i.e. CGST, SGST, IGST and UGST, withholding tax, dividend distribution tax, capital gains tax, fringe benefit tax, sales tax, customs duty,etc., of any jurisdiction and shall include any interest, fines, cess, surcharge, and penalties incidental or related thereto or which arise as a result of the failure to pay any tax on the due date or to comply with any obligation relating to tax. 

2. PURCHASE ORDERS; PRICING AND TAXES 
 
2.1 This Agreement governs the sale of the Products of the Seller through the online portal of Royaloak’s. Royaloak is not obligated to sell the Products, and Seller is not obligated to provide the Products, until Seller receives a Delivery Instructions from Royaloak. Royaloak shall issue the Deliver Instructions and the Seller shall, within a period of 5 (five) days of its receipt, notify Royaloak either of its acceptance or rejection. Each Delivery Instructions 
 
2.2 Delivery Instructions is a separate obligation, and the Seller will not substitute Products or combine or consolidate POs without Royaloak’s consent. Royaloak may modify or cancel Delivery Instructions s without cost before Seller delivers Products to the carrier. The Delivery Instructions, shall inter alia, provide 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 Delivery Instructions (“Prices”). The margins on Products, payment terms (including discounts or rebates), the mode of payment, credit terms and such other terms as may be relevant and applicable to the payment of the Products shall be specified in the applicable Delivery Instructions, which may be amended from time to time as agreed in writing between the Parties. It is hereby clarified that the credit terms for making the payments, as may be mutually agreed between the Parties under Schedule 1 (Commercial Terms and Conditions). Seller may charge and Royaloak will pay any applicable Taxes as are required to be paid by Royaloak on the invoiced amounts per Law, including goods and services Tax (“GST”), provided that such Taxes are explicitly stated separately on the original invoice that the Seller issues to Royaloak.   
 
2.3 Royaloak reserves the right to deduct or withhold any Taxes as per Laws against any amounts due to the Seller under this Agreement. Any payment to the Seller as reduced by such deductions or withholdings shall constitute full and final settlement of the payment obligations of Royaloak. The Seller agrees to provide necessary documentation including but not limited to permanent account number (PAN), for Royaloak to undertake its obligations under the Laws. If at any time the Seller fails to deposit any tax collected at source from Royaloak or does not deposit the tax collected at source in a timely manner or incorrect reporting of transactions or inadequate documents, the Seller agrees and undertakes to defend, indemnify and hold Royaloak harmless against denied tax credits, as well as any interest, penalties and all other charges/ expenses imposed on Royaloak as a result of claiming such tax credit. 
 
2.4 The Seller shall be responsible for ensuring that they are, at all times, and registered under the Laws relating to Tax during the term of this Agreement. In case the registration is cancelled, withdrawn or surrendered during the term of this Agreement, the Seller undertakes to intimate Royaloak immediately. 
 
2.5 Royaloak shall rely on the Harmonized System of Nomenclature (“HSN”) classification and applicable GST rate as charged on the Products by the Seller for all purposes. The Seller agrees and undertakes to immediately inform Royaloak of any change in the HSN classification or GST rates as applicable on the Products, whether on account of any notification or otherwise. If at any time, the GST rates charged by Royaloak are reviewed or questioned by GST authorities, Royaloak shall immediately notify the Seller about the same and the Seller shall provide Royaloak such details and documents as may be required to clarify the rate of GST leviable on the Products to the GST authorities. In case any assessment/ investigation is initiated by GST authorities challenging applicable GST rates, under applicable provisions of GST Laws, and the details or documents or explanation submitted by Royaloak (in consultation with the Seller) are not accepted by the GST authorities, the Seller undertakes to indemnify Royaloak against the differential Tax liability along with applicable interest, penalties and all other charges/ expenses that may be imposed on Royaloak by the GST authorities in this regard.  
 
2.6 If the Seller qualifies as a micro, small and medium enterprise (“MSME”) under the Micro, Small and Medium Enterprises Development Act, 2006 or other equivalent Law (“MSME Law”), then the Seller shall furnish the copies of the certificates, registrations and other documents (including without limitation entrepreneurship memorandum, Udyog Aadhar registration certificate, Udyam registration certificate etc.) (“MSME Certificate”) as may have been issued to such Seller under the MSME Law evidencing its status as MSME, for Royaloak to undertake its payment obligations under MSME Law.  
 
2.7 Seller shall be responsible for ensuring that as long as the Seller qualifies as a MSME under the MSME Law, the Seller shall validly hold the MSME Certificate as issued under the MSME Law. The Seller shall provide written confirmation to Royaloak in relation to the validity and effectiveness of the MSME Certificate on a half-yearly basis for Royaloak to undertake its payment obligations under MSME Law, failing which Royaloak may not provide the Seller with benefit as available to the MSME. In case the MSME Certificate is cancelled, withdrawn or surrendered or the Seller is otherwise made ineligible to benefits as a MSME under the MSME Law, the Seller undertakes to intimate Royaloak immediately of such cancellation, withdrawal or surrender. 

3. DELIVERY  

3.1 Seller shall deliver the exact Products ordered by the customer as per Product specifications, timelines for delivery of the Products, designated place of delivery, etc.  through its carrier appointed by it, from time to time within the timelines and in the manner specified in the Delivery Instructions sent by Royaloak, failing which Royaloak (without prejudice to any other right or remedy it may have) reserves the right to cancel those Products which have not been delivered on time and refuse to take any subsequent attempted delivery.  

4. WARRANTIES AND COVENANTS 

4.1 Seller represents and warrants and undertakes that:   

(a)  the Products: (i) are and shall at all times, be original and genuine and have requisite manufacturer warranty (if any); (ii) are in compliance with the Requirements, specifications of the Delivery Instructions or samples ; (iii) and all constituents thereof, are new and not refurbished or reconditioned, unless otherwise agreed; (iv) are not counterfeit, adulterated or misbranded; (v) the sale and distribution thereof, do not violate, infringe upon or misappropriate any third party intellectual property rights; (vi) the manufacturing, assembling, packaging, labeling or sale thereof, is compliant with all Laws; (vii) have a clear and marketable title and are free from all kinds of encumbrances (except as specifically disclosed by the Seller and agreed by Royaloak in writing); (viii) include an accurate UPC or EAN barcode conforming with GS1 standards or such other identifying information as Royaloak may reasonably request; and (ix) shall not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. 

(b)  the Materials, if provided by the Seller: (i) are of high quality, free from contamination and defects, accurate and complete; (ii) are not deceptive or misleading; (iii) and use or display thereof by Royaloak, do not violate any third party’s right; and (iv) are compliant with all Laws;  

(c)  the Seller: (i) in case it is a manufacturer of the Products, has sufficient service center network across India and personnel with required skills and expertise, to provide timely after-sale services (including repairs, redressing consumer complaints, honoring warranty, etc.) in relation to the Products; and (ii) in case it is an authorized distributor of the Products, has sufficient arrangement with the manufacturer or its authorized service centers in India, to ensure that the foregoing after-sale services are provided in relation to the Products on terms at least as favorable as those provided to the Products that are directly purchased from the manufacturer or other authorized retailers;  

(d)  the Seller: (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; and (iv) this Agreement has been duly executed and delivered and constitutes such the Seller’s legal, valid and binding obligation enforceable against it in accordance with its terms;  

(e)  the Seller will comply with all reasonable and lawful directions and/or instructions given by Royaloak from time to time, and in the absence of such directions and/or instructions generally act in such manner as the Seller reasonably considers to be most beneficial to Royaloak’s interests;  

(f)  Seller has obtained and will continue to obtain, hold valid all licenses required to be obtained by it under Laws and is in compliance with the terms of such licenses and registrations; and 

(g)  The Seller shall be liable for any or all defects and deficiencies in the quality of Products supplied to Royaloak’s customers for the cost and expenses incurred in carrying out its obligations under this Agreement; and/or in connection with any Claims against Royaloak by any third party in connection with the Products.  

4.2 The Seller agrees and undertakes that the Seller shall:  
 
(a)  furnish all documents as may be requested by Royaloak to evidence its compliance with any of the foregoing representations and warranties;
 
(b) notify Royaloak in writing 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; and 
 
(c) Acknowledge that Royaloak retains the right to choose the Products that may be included by Royaloak for the sales through the online portal of Royaloak. 


4.3 Royaloak shall, subject to complete compliance by the Seller with its obligations, representations and warranties under this Agreement make payments against the undisputed Invoices for applicable Delivery Instructions in the manner provided herein. 

5. PRODUCT RETURNS; EFFECT OF REMEDIES; PRODUCT RECALLS   

5.1 Royaloak may reject and return at Seller’s expense any Product that: (a) is damaged or defective; (b) does not conform to the terms of this Agreement, Requirements or the applicable Delivery Instructions (such as agreed specifications, quantity or quality requirements, samples, packaging and labeling requirements and other specific instructions given by Royaloak); (c) is subject to recall; or (d) has been agreed to be returned by the Parties under Schedule 1 of this Agreement or otherwise from time to time; (each, a “Non-conforming Product”) and be entitled to:  

(i) require the Seller to replace the Non-conforming Products at the Seller’s risk and expense within the timelines required by Royaloak; 
 
(ii) require the Seller to refund the entire amount of the Non-conforming Products as paid by Royaloak (whether or not Royaloak has previously required the Seller to replace the Non-confirming Products); or 
 
(iii) Claim damages for any other costs, expenses or Losses resulting from the Seller’s delivery of Products that do not conform with the terms of this Agreement. 

5.2 In case of a known or suspected product defect or safety issue (“Product Issue”) occurs with the Products, the Seller shall forthwith inform Royaloak about the Product Issue in the fastest available method and also regarding the investigation and resolution of the Product Issue and shall also indemnify, defend and hold harmless Royaloak, for any and all the Losses (as defined hereinafter), liabilities, damages, and costs, incurred by Royaloak.  

5.3 In case Royaloak returns Non-conforming Products to the Seller through its designated carrier, Royaloak will charge the cost incurred on account of the shipping/transportation of the Non-conforming Products per actuals and other costs and expenses incurred by Royaloak in handling, storing and transporting the Non-conforming Product (collectively, the “Handling Costs”). However, if the Non-conforming Products are returned to the Seller through the Seller’s designated carrier, the shipping/ transportation cost will be borne directly by the Seller and Royaloak will only charge the Handling Costs as may be incurred by it. If the Seller refuses or rejects acceptance of the returned / rejected Non-confirming Products or delivery of replacement Products in terms of Clause 5.1 above, Royaloak shall be entitled to: (a) charge an additional amount from the Seller, as Royaloak may deem fit; and / or (b) dispose of such Products, in the manner it deems fit, without any obligation to make any payment whatsoever to Seller in this regard. 
 
5.4 Any amounts payable by Seller to Royaloak, may at Royaloak’s option be adjusted against any future invoices of Seller.  

5.5 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 Seller agrees that the Seller shall manufacturer any of the products that the Seller feels that the same may sell more during such festival seasons mentioned above at the sole risk of the Seller.   
 
5.6 Seller shall submit to Royaloak, Compliant Invoices within a period of 3 (three) days from delivery of the Products. Within a period of 10 (ten) business days from the date of receipt of the Products, Royaloak shall examine and verify the invoices and other relevant documents issued by the Seller in relation to the sale of the Products (“Invoice Documents”) and notify the Seller in writing, of any discrepancies, inconsistencies and reconciliation in respect of such Invoice Documents ("Confirmation Date"), subject to receipt of a Compliant Invoice.   
 
5.7 Payment of an invoice does not limit Royaloak’s remedies including the right to return or reject the Products due to the reasons set out in Clause 5.1 above.   
 
5.8 Any repairs and replacements by the Seller shall themselves be subject to the terms of this Agreement and the representations and warranties provided by the Seller hereunder. 
 
5.9 In case the Seller is a MSME under the MSME Law and has received a notification from Royaloak on the Confirmation Date of any discrepancies, inconsistencies and any reconciliation in the Invoice Documents, the Seller shall rectify or resolve such discrepancies, inconsistencies and reconciliation, if any, in respect of such Invoice Documents, within a period of 7 (seven) business days from the Confirmation Date, at the satisfaction of Royaloak and notify Royaloak of the same (“Resolution Date”). In case the Seller fails to rectify or resolve such discrepancy, inconsistency or reconciliation in the Invoice Documents within the prescribed period, then Royaloak shall make payment to the Seller against the Invoice Documents as per the records available with Royaloak. Further, if Royaloak is unable to make payment against the Invoice Documents on account of the Seller’s failure to rectify or resolve such discrepancy, inconsistency or reconciliation in the Invoice Documents within the prescribed period or other reasons attributable to the Seller, then the Seller shall defend, indemnity and hold Royaloak harmless against any claim, Loss, damage, cost, expense or other liability (including attorney’s fees) that may arise from Royaloak’s breach of MSME Law.  
 
5.10 The Seller agrees that it shall be its sole responsibility to check whether the Products are as per the Requirements and as per the Delivery Instructions received from Royaloak. 

6. INDEMNIFICATION; LIMITATIONS; REMEDIES 
 
6.1 Seller shall defend, indemnify and hold Royaloak, its Affiliates, and their respective officers, directors, employees, and agents (each, an “Indemnified Party”), harmless against any and all claims (including third party claims), Loss, damage, settlement, expense suits, actions, causes of action, proceedings, liabilities, judgments, damages (including special, consequential, punitive or exemplary damages), or costs (including reasonable legal fees, professional fees and expenses of any nature whatsoever) fines, penalties, royalties, deficiencies, interest and expenses, Loss of profit, Loss of goodwill and diminution in value incurred or suffered by such person or entity, whether direct or consequential (including without limitation any economic Loss or other Loss of profits, business or goodwill) (each a “Claim”), promptly upon demand, directly or indirectly, arising out of or in connection with:
  
(a) any defect (including latent defect) in or breach of warranties in relation to the Product;   

(b) any Product recall;  
 
(c) Any actual or alleged infringement or misappropriation of any proprietary information and/or third party IPR or false or misleading terms, warranties or related information regarding the Products or any personal injury, death or property damage related thereto;   

(d) negligence, fraud, misrepresentation, misleading statement or deceptive conduct of the Seller, strict liability or intentional misconduct by the Seller or its employees, contractors or agents;  

(e) any Claim made against Royaloak by a third party arising out of or in connection with the Products as delivered;  

(f) any Taxes and duties or the collection, payment or failure to collect Taxes and/ or statutory dues (if recovered from or settled by any third party from Royaloak) or pay its Taxes or duties or failure to meet Tax registration obligations or duties and also against any Tax, interest or penalty payable against any discrepancy arising out of reporting or returns filed by the Seller or any consequences arising from investigation or enquiry in Tax authorities due to any reason or any responsibility arising due to goods seized by the Tax authorities; 

(g) Seller’s breach of this Agreement, the Delivery Instructions or Laws; and 

(h) matters set out in Clauses 2.2 (Purchase Orders, Pricing and Taxes), 2.6 (Purchase Orders, Pricing and Taxes), of this Agreement, Clause 5.1 (Product Returns, Effect of Remedies; Product Recalls) (iii) and 5.2 (Product Returns, Effect of Remedies; Product Recalls),   
Provided that the Seller shall not have any obligation under this Clause in relation to any Claim, to the extent such Claim arise out of the acts, omissions, negligence or willful misconduct of Royaloak as determined by a final, non-appealable order of a court having jurisdiction.  
 
6.2 Seller will not consent to the entry of a judgment or settle without Royaloak’ prior written consent, which may not be unreasonably withheld. Seller will use a counsel reasonably satisfactory to Royaloak, and Royaloak will cooperate in the defense at Seller’s expense. If Royaloak reasonably determines that any Claim may adversely affect Royaloak, Royaloak may take control of the defense at its expense (without limiting Seller’s obligations under this Clause). Seller’s obligations under this Clause 7 (Indemnification; Limitation; Remedies) are independent of its other obligations under this Agreement.    
 
6.3 Royaloak will not be liable to the Seller for any consequential, special, punitive, or indirect damages, including lost profits or opportunities, even if Royaloak has been advised of the possibility of such costs or damages.  
 
6.4 Without prejudice to the rights and remedies of Royaloak under this Agreement, Royaloak may at its discretion issue a debit note to the Seller of the value mentioned hereunder, in following cases:  
 
(a) a debit note depicting the value of Products rejected or returned under Clause 5.1 (Product Returns, Effect of Remedies; Product Recalls) and Taxes and duties charged thereon;  
 
(b) a debit note depicting the differential value between the quantity specified and charged for in the Compliant Invoice issued by the Seller 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 a manufacturing defect, counterfeiting or misbranding claims, (ii) there is actual or alleged infringement or misappropriation of any third-party intellectual property right by the Products or the Materials, or (iii) the sale, marketing or distribution of the Product by Royaloak leads to breach of any Law; and 

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

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

6.6 Further, the Parties agree that Royaloak may in its discretion withhold certain amount from the amounts payable to the Seller towards the provision for Receivables. It is hereby clarified that such amount withheld by Royaloak, may be released or adjusted by Royaloak upon receipt of the amount of Receivables from the Seller. 

6.7 Subject to Clause 5.3 (Product Returns, Effect of Remedies; Product Recalls), Seller shall be responsible for managing and paying for transportation of the Products to the customer(s) through the carriers authorized by the Seller. All Products will be shipped to the place specified by Royaloak in the Delivery Instructions. Seller 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 during transportation.  
 
6.8 The Seller shall be liable for all costs (including cost of freight and transit insurance) incurred due to damage to and deterioration of the packaging of the Products during shipment and storage and shall at the request of Royaloak, refurbish or replace the packaging of such Products.  
 
6.9 If the Seller is the importer of any Products, Seller 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 Seller 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. 

7. INSURANCE  
 
7.1 The Seller shall maintain at all times an adequate and comprehensive insurance coverage of such amounts as are customary per industry standards for transactions contemplated in this Agreement, to cover any kind of risk arising out of or in relation to this Agreement including any product liability, intellectual property infringement, workmen compensation and the like. Such insurance policies shall be from a reputable insurer qualified to do business in the territory and shall name Royaloak and its Affiliates, and their respective officers, directors, employees, successors, assigns, licensees, distributors, contractors and agents, as an additional named insured under the policy. The Seller will not commit any act or omission which may render the insurances void or voidable and shall promptly pay all premia The Seller will provide Royaloak with certificates of insurance evidencing its continuing compliance with this Clause 9 (Insurance) and will provide 30 (thirty) business days’ advance notice of cancellation, significant modification or expiration, in each case to Royaloak with the Seller’s name and insurance policy number.  

7.2 It is hereby clarified that a successful recovery of insurance proceeds from the Seller shall be adjusted against the indemnification obligations of the Seller under Clause 7 (Indemnification; Limitations; Remedies) and vice versa. For any indemnity obligations of the Seller that are in excess of the insurance proceeds recovered from the Seller by Royaloak, the Seller shall continue to be responsible for the amount remaining to fulfill such indemnification obligations.    

8. CONFIDENTIAL INFORMATION   
 
8.1 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.  

8.2 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. Clause 10 (Confidential Information) 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.  

9. MISCELLANEOUS 
 
9.1 Term and Termination: 

(a) 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 Seller fulfilling all POs it accepts before the effective date of such termination.  
 
(b) Royaloak shall have the sole right to terminate this Agreement forthwith, upon the occurrence of the following events: 
 
(i) any misrepresentation or breach or non-compliance of any of the representations, warranties, covenants and / or undertakings of the Seller under the Delivery Instructions or this Agreement; or 
 
(ii) commencement of any winding-up, bankruptcy, insolvency, re-organization, moratorium or similar debtor-relief proceedings (whether or not voluntary) or the Seller is unable to pay its debts as they become due, or admits in writing its inability to pay its debts or makes an assignment for the benefit of its creditors, enforcement of any encumbrance or the appointment of a receiver of the undertaking of the Seller or if the Seller ceases to trade or the whole or any part of its property, assets or revenue or the taking of any other step to enforce any security at any time granted by the Seller. 
 
(c) Any rights to terminate this Agreement shall be without prejudice to the other rights available to the Parties under this Agreement or Law, as the case may be.  
 
9.2 Survival: The provisions of this Agreement which by their nature are intended to survive termination of the Agreement, will survive such termination including Clause 1 (Definitions and Interpretation), Clause 4 (Warranties and Covenants), Clause 5 (Product Returns; Effect of Remedies; Product Recalls) (to the extent applicable), Clause 7 (Indemnification; Limitations; Remedies), Clause 9 (Insurance), Clause 10 (Confidential information) and Clause 11 (Miscellaneous) (to the extent applicable) and Clause 12 (Ownership of Materials and License).  
 
9.3 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 act for or to bind any other Party.  
 
9.4 Notices:  

(a) 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: (i) personally, (ii) by registered post or internationally recognized courier service, or (iii) by electronic mail, in each case addressed to the applicable Party at the contact details indicated below or to such other address or facsimile number as a Party shall designate by similarly giving notice to the other Party.  

To Royaloak:                                                            Attn.: Legal Department  
                                                                                  Address: ________________ 
                                                                                  ____________________  
                                                                                  E-mail: legal@royaloak.com  
 
To Seller:                                                                  Attn: [Legal Department] 
                                                                                  Address: [∙office address] 
 
 
                                                                                  E-Mail: [_________@_______________.com] 
 
(b) All such notices, communications and correspondence shall be sent and deemed to have been received only if the same has been sent to all the Parties as follows: (i) if by facsimile, upon receipt of the confirmation copy; (ii) if by courier or registered, first class airmail, upon receipt or refusal of delivery; and (ii) if by e-mail, upon receipt of delivery receipt.  

9.5 Assignment: The Seller will not assign this Agreement or any obligation or right (including any right to payment) in the Agreement, without Royaloak’s prior written consent.    
 
9.6 Governing Law: This Agreement shall be governed by the Laws of India, without reference to any applicable conflict of laws.   
 
9.7 Jurisdiction: Both Parties agree to submit to the exclusive jurisdiction of the courts at Bangalore, Karnataka for any disputes arising out of or in relation to this Agreement. 
 
9.8 Non-Binding Forecasts: Royaloak may periodically provide non-binding forecasts to the Seller for guidance and planning purposes. The Seller acknowledge that such forecasts merely indicate Royaloak’s expected requirements of the Products based on seasonality, market trends and other variable factors, which may change over time. 
 
9.9 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.   
 
9.10 Conflict Resolution; Entire Agreement: To the extent there is a conflict between this Agreement, and the Delivery Instructions, the terms of the Agreement will control. Seller 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 Delivery Instructions or this Agreement. This Agreement is the entire agreement between Royaloak and Seller for the purchase and sale of Products, and supersedes all prior agreements and discussions whether oral or written.  
 
9.11 Audit Rights: Royaloak shall have the right, either on its own or by engaging a third-party auditor, at Royaloak’s expense, to conduct on-site audits and examine any records, invoices and/or other data or documents of the Seller that are necessary to determine Seller’s compliance with this Agreement. If such audit establishes non-compliance by the Seller, then the Seller shall promptly cure such non-compliance. 
 
9.12 Revisions; Continued Use: Royaloak reserves the right to change any of the terms of this Agreement at any time and in its sole discretion, by providing a notice of such changes, to the Seller. If such changes are not acceptable, the Seller must notify Royaloak within a period of 7 (seven) days from the receipt thereof. Notwithstanding the foregoing, the Seller’s continued acceptance of the POs following Royaloak’s notification of the revisions, will constitute Seller’s acceptance of the revisions.  
 
9.13 Force Majeure: Royaloak shall not be liable to the Seller 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.  
  
9.14 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. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (.pdf) shall be as effective as signing and delivering the counterpart in person. 
 
9.15 Subcontracting: The Seller will not subcontract or delegate any of its obligations under the Agreement to any third parties without our prior written consent, except as otherwise permitted under this Agreement.  
 
9.16 Further Assurances: The Parties shall promptly and duly execute and deliver all such further instruments and documents and do or procure to be done all such acts or things, as may be reasonably deemed necessary or desirable in obtaining the full benefits of this Agreement. 
 
9.17 No Strict Construction: The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. 
 
9.18 Costs and Expenses: All costs and expenses in relation to the following shall be borne by the Seller (“Costs”): 
 
(a) all stamp duty payable on this Agreement; and 
 
(b) all Taxes applicable pursuant to the transaction entered into by way of this Agreement, in relation to the transportation of the Products, Materials and spare parts. 
 

10. OWNERSHIP OF MATERIALS AND LICENSE  

10.1 The Seller represents that it is owner or licensed user of all IPR (as defined below) in the Product as well as Material (as defined below) thereto, and grants Royaloak 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 during the term of this Agreement. Further, the Seller agrees that on an ongoing basis and as and when requested by Royaloak, the Seller will provide to Royaloak or its representatives/agents, free of charge, all Materials, in a timely and reasonable manner.   

10.2 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 any and all the intellectual property rights, whether owned or licensed including all, present and future, patents, copyrights (related to Materials), trademarks, trade secrets, service marks, designs, inventions, technical information  and knowledge (including know how, inventions, secret formulae, and processes, market information, and lists of customers and suppliers), domain names, social media handles, and the rights protecting goodwill and reputation, in all cases whether registered or unregistered. 
 
IN WITNESS WHEREOF, the Parties have caused this Seller Agreement to be duly executed by their duly authorized representatives as of the date and year first hereinabove written: