DISTRIBUTION AGREEMENT

This Distribution Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_manufacturer_principal}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Principal”);

{{f4_name_of_distributor}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its principal place of business at {{f5_address_of_distributor}} (“Distributor”).

The Principal and the Distributor are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. APPOINTMENT AND NATURE OF RELATIONSHIP

1.1. The Principal hereby appoints the Distributor as a non-exclusive / exclusive distributor for the Products (as defined below) within the Territory (as defined below).

1.2. The Distributor accepts such appointment and agrees to distribute the Products strictly in accordance with this Agreement.

1.3. Nothing in this Agreement creates any partnership, agency, joint venture, or employment relationship between the Parties.

2. PRODUCTS

2.1. The Products covered under this Agreement shall be strictly limited to:
{{f6_exact_description_of_products}} (“Products”).

2.2. The Principal may modify, upgrade, or discontinue any Product upon prior written notice.

3. TERRITORY

3.1. The Distributor is authorised to distribute the Products only within {{f7_territory}} (“Territory”).

3.2. The Distributor shall not actively or passively sell the Products outside the Territory.

4. TERM

4.1. This Agreement shall commence on the Effective Date and shall remain in force for {{f8_term}}, unless terminated earlier in accordance with this Agreement.

5. PURCHASE AND SUPPLY

5.1. The Distributor shall purchase Products from the Principal on a principal-to-principal basis.

5.2. Minimum purchase obligation (if any): {{f9_moq_volume_commitment_or_nil}}.

5.3. Orders shall be placed in writing and accepted at the sole discretion of the Principal.

6. PRICING AND PAYMENT

6.1. Distributor purchase price shall be as per the price list issued by the Principal from time to time.

6.2. Payment terms shall be {{f10_payment_terms}} from date of invoice.

6.3. The Principal may revise prices upon {{f11_number}} days’ prior notice.

7. DELIVERY AND RISK

7.1. Delivery terms shall be {{f12_delivery_terms_ex_works_for_cif_etc}}.

7.2. Risk and title in the Products shall pass to the Distributor upon delivery in accordance with Clause 7.1.

8. DISTRIBUTOR OBLIGATIONS

8.1. The Distributor shall:
(a) actively market and sell the Products;
(b) maintain adequate inventory levels;
(c) comply with all applicable laws including GST, Legal Metrology, and consumer protection laws;
(d) not make false or misleading claims regarding the Products;
(e) appoint dealers or sub-distributors only with prior written consent (if permitted).

9. BRANDING AND INTELLECTUAL PROPERTY

9.1. All trademarks, trade names, logos, and intellectual property in relation to the Products shall remain the exclusive property of the Principal.

9.2. The Distributor is granted a limited, non-transferable license to use such intellectual property solely for distribution of the Products during the term.

10. WARRANTIES AND PRODUCT LIABILITY

10.1. The Principal warrants that the Products conform to applicable specifications and laws.

10.2. The Distributor shall be responsible for improper storage, handling, or unauthorised modifications.

11. CONFIDENTIALITY

11.1. All commercial, technical, pricing, and business information exchanged shall be Confidential Information.

11.2. Confidentiality obligations shall survive termination for 5 (five) years.

12. INDEMNITY

12.1. The Distributor shall indemnify the Principal against losses arising from:
(a) breach of this Agreement;
(b) regulatory non-compliance;
(c) unauthorised representations;
(d) acts or omissions of dealers or sub-distributors.

12.2. The Principal shall indemnify the Distributor for third-party claims arising solely from manufacturing defects.

13. LIMITATION OF LIABILITY

13.1. Aggregate liability of either Party shall not exceed {{f13_liability_cap}}.

13.2. This limitation shall not apply to fraud, wilful misconduct, or IP infringement.

14. TERMINATION

14.1. Either Party may terminate this Agreement upon {{f14_notice_period}} written notice.

14.2. The Principal may terminate immediately upon:
(a) non-payment;
(b) breach of Territory or IP obligations;
(c) insolvency of the Distributor;
(d) reputational harm to the Principal.

15. CONSEQUENCES OF TERMINATION

15.1. Upon termination:
(a) Distributor shall cease use of all IP;
(b) outstanding payments shall become immediately due;
(c) unsold inventory shall be dealt with as follows: {{f15_buyback_sell_off_terms}}.

16. FORCE MAJEURE

16.1. Neither Party shall be liable for failure due to events beyond reasonable control, excluding payment obligations.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. This Agreement shall be governed by the laws of India.

17.2. Any dispute shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f16_city_india}}
Language: English.

17.3. Courts at {{f17_city_india}} shall have exclusive jurisdiction for interim relief.

18. ENTIRE AGREEMENT

18.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior arrangements.

19. AMENDMENT

19.1. Any amendment shall be valid only if made in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Principal
Name: {{f18_name}}
Designation: {{f19_designation}}
Signature: _______________________
Date: {{f20_date}}

For the Distributor
Name: {{f21_name}}
Designation: {{f22_designation}}
Signature: _______________________
Date: {{f23_date}}

SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_client_company}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Client”);

{{f4_name_of_developer_service_provider}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its principal place of business at {{f5_address_of_developer}} (“Developer”).

The Client and the Developer are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. SCOPE OF WORK

1.1. The Client engages the Developer to design, develop, test, and deliver the software application/system described below (“Software”):

{{f6_detailed_description_of_software_features_tech_stack}}

1.2. The scope, specifications, timelines, and milestones shall be strictly as set out in Schedule A (Statement of Work).

1.3. Any work outside the agreed scope shall require prior written approval and a written change order.

2. PROJECT MILESTONES AND DELIVERY

2.1. The Software shall be delivered in accordance with the following milestones:

Milestone	Deliverable	Due Date
{{f7_milestone_name}}	{{f8_deliverable}}	{{f9_date}}

2.2. Time is of the essence. Delay beyond {{f10_number}} days shall constitute material breach.

3. ACCEPTANCE AND TESTING

3.1. The Client shall have {{f11_number}} days from delivery of each milestone to test and either:
(a) issue written acceptance; or
(b) notify defects in writing.

3.2. The Developer shall rectify defects within {{f12_number}} days at no additional cost.

3.3. Failure by the Client to respond within the acceptance period shall not be deemed acceptance.

4. FEES AND PAYMENT

4.1. Total consideration payable shall be INR {{f13_amount}} (exclusive of applicable taxes).

4.2. Payment shall be milestone-linked as follows:

Milestone	Amount
{{f14_milestone}}	{{f15_amount}}

4.3. Payment shall be made within {{f16_number}} days of acceptance and receipt of valid tax invoice.

4.4. No advance payment shall be payable unless expressly stated:
Advance: {{f17_amount_or_nil}}.

5. INTELLECTUAL PROPERTY

5.1. All Software, source code, object code, documentation, designs, and deliverables created under this Agreement shall be treated as work-made-for-hire.

5.2. The Developer hereby irrevocably assigns to the Client all worldwide intellectual property rights in the Software, upon full payment of fees.

5.3. The Developer shall not reuse, license, or commercially exploit the Software or any derivative thereof.

5.4. Pre-existing tools, libraries, or frameworks of the Developer (if any) shall be listed in Schedule B, failing which none shall be deemed used.

6. SOURCE CODE AND ACCESS

6.1. The Developer shall deliver complete, clean, and commented source code.

6.2. The Client shall be granted full administrative access to repositories, servers, APIs, and credentials upon final delivery.

7. CONFIDENTIALITY

7.1. All technical, business, product, and data-related information disclosed constitutes Confidential Information.

7.2. The Developer shall not disclose or use Confidential Information except for performance of this Agreement.

7.3. Confidentiality obligations shall survive termination for 5 (five) years.

8. DATA PROTECTION AND SECURITY

8.1. The Developer shall comply with the Information Technology Act, 2000 and applicable data protection laws.

8.2. No personal or Client data shall be stored, transferred, or accessed outside India without written consent.

9. WARRANTIES AND REPRESENTATIONS

The Developer warrants that:
(a) the Software shall be original and non-infringing;
(b) no open-source components shall be used except those listed in Schedule B with applicable licenses;
(c) the Software shall materially conform to specifications for {{f18_warranty_period}} post acceptance;
(d) it has full authority to enter into this Agreement.

10. INDEMNITY

10.1. The Developer shall indemnify and hold harmless the Client against all losses arising from:
(a) IP infringement;
(b) breach of confidentiality or data protection;
(c) defective or malicious code;
(d) breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1. Aggregate liability of the Developer shall not exceed {{f19_liability_cap}}.

11.2. This limitation shall not apply to:
(a) IP infringement;
(b) data breach;
(c) fraud or wilful misconduct.

12. TERMINATION

12.1. The Client may terminate immediately upon:
(a) material breach;
(b) repeated delays;
(c) quality failure;
(d) insolvency of the Developer.

12.2. Either Party may terminate without cause upon {{f20_notice_period}} written notice.

13. CONSEQUENCES OF TERMINATION

13.1. Upon termination:
(a) all completed work shall be delivered immediately;
(b) source code shall be handed over;
(c) unearned payments shall be refunded within {{f21_number}} days.

14. NON-SOLICIT

14.1. During the term and for 12 months thereafter, the Developer shall not solicit Client employees.

15. FORCE MAJEURE

15.1. Neither Party shall be liable for events beyond reasonable control, excluding payment obligations.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by the laws of India.

16.2. All disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f22_city_india}}
Language: English.

16.3. Courts at {{f23_city_india}} shall have exclusive jurisdiction for interim relief.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding and supersedes all prior arrangements.

18. AMENDMENT

18.1. Any amendment must be in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Client
Name: {{f24_name}}
Designation: {{f25_designation}}
Signature: _______________________
Date: {{f26_date}}

For the Developer
Name: {{f27_name}}
Designation: {{f28_designation}}
Signature: _______________________
Date: {{f29_date}}

Distribution Agreement

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