A S Gadiya & Associates.

Privileged and confidential

Draft for discussion purpose only

LICENSE AGREEMENT

BETWEEN

ABC & CO

AND

XYZ & CO

1
ASGA Note: To be discussed with Shopee.

1
 [to be executed on a stamp paper of appropriate value]

LICENSE AGREEMENT

This license agreement (“Agreement”) is made and entered into at [insert place] on this
[insert date] day of [insert month], 2019 (“Effective Date”), by and between:

1. ABC & CO, a company governed under the laws of Hong Kong Special Administrative
Region of the People’s Republic of China, with its principal place of business at
______________________________________________________________, Hong
Kong Special Administrative Region of the People’s Republic of China (hereinafter
referred to as the “Licensor” which expression shall, unless it be repugnant to the context
or meaning hereof, be deemed to include its successors and permitted assigns); and

2. XYZ & CO, a private limited company incorporated under the Companies Act, having
corporate identity number ____________________ and having its registered office at
___________________________________________________________ (hereinafter
referred to as the “Licensee” which expression shall, unless it be repugnant to the context
or meaning hereof, be deemed to include its successors and permitted assigns).]
The Licensor and the Licensee are hereinafter individually, referred to as a “Party” and
collectively, as the “Parties”.

WHEREAS

A. The Licensor is the sole owner of the Licensed Intellectual Property (as defined below)
and the Systems Platform (as defined below) and has the [exclusive] [ASGA Note:
Shopee to confirm.] right to license such Licensed Intellectual Property and the
Systems Platform.

B. The Licensor is the owner of two websites with the respective domain names
“shopee.in” and mobile applications by the name of “Shopee” which allow potential
customers to place orders for certain products which may be made available and/or sold
through such digital or electronic means (such websites and the mobile applications
owned by the Licensor, collectively the “System Platforms”).

B. C. The Parties hereto are executing this Agreement, to record the general terms and
conditions pursuant to which the Licenseor will be grantedgrant to the Licensee an (i)
exclusive license for inter alia conducting the E-Commerce Business (as defined
below) through the System Platforms, and other matters in connection therewith.

NOW THEREFORE, in consideration of the mutual covenants, representations and

warranties, other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each Party, the Parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

Unless the context requires otherwise, capitalised words and expressions used in this
Agreement shall have the following meanings:

1.1.1 Definitions
“Agreement” has the meaning ascribed to such term in the preamble of this
Agreement;

“Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, order,
decree, clearance, approval, directive, guideline, policy, requirement or other
governmental restriction, or any similar form of decision, or determination by, or any
interpretation or administration of, any of the foregoing by, any Governmental
Authority, in each case as in effect in each jurisdiction where any of the Parties is
incorporated or conducts its respective business from time to time;

“Arbitration Notice” has the meaning ascribed to it in Clause 10.2(a) of this

Agreement;

“Business” means the business of advertising, marketing, promotion, including those

bearing the Licensed Intellectual Property within the Territory by the Licensee through
the Systems

“Claimant” has the meaning ascribed to it in Clause 10.2(a) of this Agreement;

“Companies Act” means the Companies Act, 2013 and includes any applicable
provisions of Companies Act, 1956 which have not been superseded by the relevant
provisions of the Companies Act 2013, as on the relevant date, together with all rules,
regulations, circulars, notifications, clarifications and orders issued thereunder, each of
the above, as amended, modified, supplemented or re-enacted from time to time;

“Dispute” has the meaning ascribed to it in Clause 10.2(a) of this Agreement;

“Dispute Notice” has the meaning ascribed to it in Clause 10.2(a) of this Agreement;

“Effective Date” has the meaning ascribed to it in the preamble of this Agreement;

“Licensee” has the meaning ascribed to such term in the preamble of this Agreement;

“Licensor” has the meaning ascribed to such term in the preamble of this Agreement;

“License Fee” has the meaning ascribed to it in Clause 3.1 of this Agreement;

“Licensed Intellectual Property” has the meaning ascribed to it in Clause 2.1 of this
Agreement;

“Governmental Authority” means any competent governmental, regulatory, statutory

or administrative authority, agency, branch, department, commission or instrumentality
(whether local, municipal, provincial, state, national or otherwise), domestic or foreign
court, judicial body, stock exchange, board or tribunal or other law, rule or regulation
making entity or any state or other subdivision thereof or any municipality, district or
other subdivision thereof and shall include any governmental regulatory or
administrative authority, body or other organization to the extent that the rules,
regulations and standards, requirements, procedures or orders of such authority, body
or other organization, in each case, having jurisdiction pursuant to Applicable Laws;

“HKIAC Rules”has the meaning ascribed to it in Clause 10.2 (b) of this Agreement;

“Indemnified Persons” has the meaning ascribed to it in Clause 9.1 of this Agreement;

“Information” has the meaning ascribed to it in Clause 11.4 of this Agreement;

“Licensee” has the meaning ascribed to such term in the preamble of this Agreement;

“Licensor” has the meaning ascribed to such term in the preamble of this Agreement;

“Licensed Intellectual Property” means the trademarks, copyrights, trade name, brand
name, logos, trade secrets, domain names, designs, service marks, markings, and any
other intellectual property owned by and/or registered in the name of the Licensor in
relation to the Products and the System Platforms, as applicable, including without
limitation, the words “SHOPEE”, the concept, business model, know-how relating to
the System Platforms, policies and business strategies, and shall include all
modifications, improvements and additions thereto;

“Party” or “Parties” has or have the meaning ascribed to such term in the preamble of
this Agreement;

“Person” means any natural person, limited or unlimited liability company,

corporation, partnership (whether limited liability or unlimited liability),
proprietorship, Hindu undivided family, trust, union, association, or any other entity
whether incorporated or not;
 “Respondent” has the meaning ascribed to it in Clause 10.2(a) of this Agreement;

“Systems Platform” means the domain names “shopee.in”, and the mobile applications
by the name of “SHOPEE”, which allow potential sellers to register on digital platform
and sell their products, also allow customer to orders for certain products which may be
made available and/or sold through such digital or electronic by registered sellers
means (such websites and the mobile applications owned by the Licensor, along with
all associated software and systems associated with such domain names and mobile
applications, including without limitation, any order management system(s), warehouse
management system(s) and transport management systems;
“Term” has the meaning ascribed to it in Clause 8.1 of this Agreement;

“Tax” or “Taxes” means, to the extent applicable, without limitation all direct or
indirect taxes, duties, charges, fees, levies, cesses or other assessments, including,
without limitation, income tax (including required withholdings), employment and
payroll taxes, social security charges, capital gains tax, minimum alternate tax, fringe
benefit tax, dividend distribution tax, excise duty, wealth tax, gift tax, goods and
services tax, octroi tax, real property tax, personal property tax, stamp duties, value
added or transfer taxes, user and franchise taxes, governmental charges, fees, levies or
assessments imposed by any Governmental Authority. The term “Taxes” shall include
any interest, surcharges, penalties or additional taxes payable in connection therewith;
and

“Territory” means the territory of the Republic of India.

1.2.1 Interpretation:

Unless the context requires otherwise, in this Agreement:

(a) The headings and sub-headings are for convenience only and shall not affect
the construction or interpretation of this Agreement;

(b) Where a word or phrase is defined, other parts of speech and grammatical
forms and the cognate variations of that word or phrase shall have
corresponding meanings;
 (c) The recitals and schedules to this Agreement are an integral part of this
Agreement and shall have the same force and effect as if set out in the body
of this Agreement;

(d) Words using the singular or plural number also include the plural or singular
number, respectively;

(e) All words (whether gender-specific or gender neutral) shall be deemed to

include each of the masculine, feminine and neuter genders;

(f) The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar
words refer to this entire Agreement;

(g) The terms “Clause” and “Schedule” refer to the specified clause and schedule
of this Agreement, respectively;

(h) A reference to a statute or statutory provision includes, to the extent

applicable at any relevant time: (a) that statute or statutory provision as from
time to time consolidated, modified, re-enacted or replaced by any other
statute or statutory provision, and (b) any subordinate legislation or
regulation made under the relevant statute or statutory provision;
(i) The words “directly or indirectly” mean directly or indirectly through one or
more intermediary Persons or through contractual or other legal
arrangements, and “direct or indirect” have the correlative meanings;
(j) Reference to a document includes an amendment or supplement to, or
replacement or novation of, that document; and
(k) References to the word “include” or “including” shall be construed without
limitation.

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, the Licensor agrees to grant to
the Licensee during the Term of the Agreement for the Territory (x) a non-transferable,
non-delegable, [and temporary] [ASGA Note: Please confirm if we should expressly
state that the license is “temporary”. Note that the term of the Agreement is 3 (three)
years with optional renewal.] and an exclusive license to use the Systems Platform and
the Licensed Intellectual Property of the Licensorfor conducting the Business through
the Systems Platform within the Territory, which shall include the trademarks,
copyrights, trade name, brand name, logos, trade secrets, domain names, designs,
service marks, markings, and any other intellectual property owned by and/or
registered in the name of the Licensor in relation to the Products and the System
Platforms, as applicable, including without limitation, the words “SHOPEE” the
concept, business model, know-how relating to the System Platforms, policies and
business strategies, and shall include all modifications, improvements and additions
thereto, in conducting the Business within the Territory (such license to use the
abovementioned intellectual property of the Licensor by the Licensee within the
Territory, referred to as “Licensed Intellectual Property”) in accordance with the terms
of this Agreement, and (y) a non-transferable, non-delegable, temporary and a non-
exclusive license to use the Licensed Intellectual Property for conducting the E
Commerce Business within the Territory in accordance with the terms of this
Agreement.
2.2 Subject to the terms and conditions of this Agreement, the Licensee shall use the
Licensed Intellectual Property solely in connection with the conduct of the Business
and the Offline Business, as the case may, within the Territory.

2.3 The Licensee hereby agrees to:

(i) conduct the Business on the System Platforms and the Offline Business by
utilizing and conforming to the uniform business format, standards,
suggestions and/or operating procedures as prescribed by the Licensor, from
time to time;

(ii) not hold itself, and cause and ensure that each of its directors, employees,
agents, officers or representatives is not holding themselves as being the
owner of the Licensed Intellectual Property (or the Systems Platform); and

(iii) limit the Business operations in relation to the ProductsBusiness and the
Offline Business, as the case may, to the Territory.

2.4 The Parties hereby agree and acknowledge that:

(i) The rights granted to and obtained by the Licensee under this Agreement are
limited to use the Licensed Intellectual Property and the Systems Platform on
a license basis only, and nothing contained herein shall constitute or be
construed as an assignment of the Licensed Intellectual Property or the
Systems Platform, or transfer of any of the Licensor’s rights, title or interest
in the Licensed Intellectual Property or the Systems Platform;

(ii) The Licensee’s rights to the Licensed Intellectual Property and the Systems
Platform are strictly limited to what is expressly granted under the terms of
this Agreement, and all other rights and ownership in relation to the Licensed
Intellectual Property and the Systems Platform is exclusively reserved by and
with the Licensor;

(iii) [The Licensor shall not exercise any control over the management or
operation of the servers in the Territory underlying the Systems Platforms for
the purposes of the Licensee undertaking the Business within the Territory in
accordance with the terms of this Agreement];

(iv) The Licensor may provide to the Licensee from time to time as deemed fit by
the Licensor, sales and marketing information, including catalogues,
promotional literature and other materials in relation to the Licensed
Intellectual Property, the Systems Platform and the Products containing the
Licensed Intellectual Property.;

(v) The grant of the Licensed Intellectual Propertylicense by the Licensor to the
Licensee under Clause 2 of this Agreement shall automatically terminate as
per Clause 8.2 of this Agreement; and

(vi) With the grantprior written consent of the Licensed Intellectual Property by
the Licensor to(which shall not be unreasonably withheld), the Licensee
under this Agreement does not restrict the Licensor from entering into
similarshall have the right to engage, appoint or employ any third party to
conduct the upkeep and monitor the functioning of the System Platforms in
 relation to the Business arrangements with other Persons to be undertaken by the
Licensee (including the layout design, product listing and maintenance), on a
continuing basis] during the Term of this Agreement.

3. LICENSE FEE

3.1 [In consideration of the Licensor granting rights, including but not limited to the
Licensed Intellectual Property and the Systems Platform, to the Licensee under the
terms of this Agreement, the Licensee hereby agrees to pay to the Licensor the
aggregate amount(s) as specified in Schedule I to this Agreement, as may be mutually
amended from time to time, in twofour (24) equal half-yearlyquarterly installments in
accordance with Clause 3.3 below (such fees payable by the Licensee to the Licensor,
the “License Fee”).

3.2 The Parties hereby agree that the Licensee Fee shall be paid in [Indian Rupees or
USUnited States Dollars] and shall be made by wire transfer by the Licensee to the
designated bank account of the Licensor, details of which is provided in Schedule I of
this Agreement. The Licensee agrees to bear all costs, expenses and fees incurred by
either Party in relation to the remittance of the License Fee by it to the Licensor.
3.3 The Licensee shall pay to the Licensor no later than by OctoberJuly 31 (for the half
year period April throughquarter ended June 30 of every financial year), October 31
(for the quarter ended September) and by April 30 of every financial year), January 31
(for the half year period October through Marchquarter ended December 31 of every
financial year) of each financial year, the respective equated installments of the
License Fee calculated and payable in accordance with Schedule I of this Agreement.
Provided, however, the License Fee for the first financial year payable by the Licensee
to the Licensor shall be calculated pro rata by multiplying the quotient of the number
of days after the Effective Date by 365 (three hundred and sixty five).

3.4 The Licensee hereby acknowledges and confirms that the License Fee has been
calculated in accordance with internationally accepted arm’s length standards. Further,
the Licensee agrees that this Agreement is being executed on an arm’s length basis and
all transactions executed pursuant to this Agreement will be undertaken in compliance
with Applicable Laws.

4. OWNERSHIP AND PROTECTION OF THE LICENSED INTELLECTUAL

PROPERTY AND THE SYSTEMS PLATFORM

4.1 The Licensee acknowledges and agrees that the Licensor is the sole owner and
proprietor of, and has and shall have the sole, exclusive, absolute, perpetual,
unconditional and irrevocable ownership of all the rights, title and interest in the
Licensed Intellectual Property and the Systems Platform without any limitation of
territory or time. The Licensor shall be entitled to use, modify, license or exploit,
whether commercially or otherwise, the Licensed Intellectual Property and the Systems
Platform as it may deem fit and nothing in this Agreement shall affect the Licensor’s
sole ownership or license to the Licensed Intellectual Propertyrights.
4.2 The Licensee acknowledges and agrees that it does not have and shall not have any
right, title or interest in the Licensed Intellectual Property and the Systems Platform,
and nothing in this Agreement or otherwise shall convey to the Licensee any such
rights including any intellectual property right, title or interest in the Licensed
Intellectual Property and the Systems Platform (save and to the extent of the limited
license granted under this Agreement) or affect in any way the rights and ownership of
the Licensor in the Licensed Intellectual Property and the Systems Platform.

4.3 The Licensee acknowledges that its right to use the Licensed Intellectual Property and
the Systems Platform is derived solely from this Agreement, and is limited to the
conduct of the Business and the Offline Business by the Licensee, in accordance with
the terms of this Agreement. Such use is subject to the Licensee’s compliance with the
terms of this Agreement, and all applicable standards, specifications and operating
procedures prescribed by the Licensor from time to time.

4.4 Save as expressly provided under this Agreement, the Licensee is not granted any right
or interest in any Licensed Intellectual Property or the Systems Platform and the
Licensee shall not, during the Term of this Agreement or at any time after the expiry or
termination of this Agreement, in any way, directly or indirectly:

(i) assign, sub-license, transfer, sell, pledge, hypothecate, convey or otherwise

encumber the Licensed Intellectual Property or the Systems Platform, in
whole or in part, to or in favour of any Person, or otherwise permit any
Person other than itself to display or utilize the Licensed Intellectual Property
or the Systems Platform in accordance with the terms of this Agreement
(unless specifically permitted by the Licensor);

(ii) through any act or omission, do, cause or permit to be done, directly or
indirectly, any act or thing which:

(a) challenges, contests, impairs, invalidates, infringes, tarnishes, dilutes

or otherwise prejudices, or tends to challenge, contest, impair, copy,
modify, impair, invalidate, infringe, tarnish, dilute or otherwise
prejudice, any of the Licensor’s ownership of or other rights to the
Licensed Intellectual Property or the Systems Platform, or any
registrations or applications for registration derived from such rights,
for any reason;

(b) reduces or is likely to reduce the value of the Licensed Intellectual

Property or the Systems Platform;

(c) impairs the validity of, or the ownership, or title of the Licensor, to
the Licensed Intellectual Property or the Systems Platform; or

(d) would result in a breach of the terms of this Agreement; or result in

the Licensed Intellectual Property or the Systems Platform being in
violation or breach of any Applicable Law or infringing on any
intellectual property or other rights of any third party; or defame or
cause disrepute to the Licensor;

(iii) pass off the Licensed Intellectual Property or the Systems Platform as if it is
the owner of the Licensed Intellectual Property or the Systems Platform;
 (iv) use the Licensed Intellectual Property or the Systems Platform other than in
accordance with the terms of this Agreement, or for any unlawful or illegal
purpose;

(v) seek any registration, whether as intellectual property or otherwise, of the

Licensed Intellectual Property or the Systems Platform and/or any
modifications thereon, and/or any intellectual property which is identical to
or confusingly or deceptively similar to the Licensed Intellectual Property or
the Systems Platform in any jurisdiction;

(vi) dispute or contest, directly or indirectly, the validity, ownership or

enforceability of the Licensed Intellectual Property or the Systems Platform;
or

(vii) institute any proceedings on behalf of the Licensor in connection with the
Licensed Intellectual Property or the Systems Platform, other than with the
prior written consent of the Licensor.

4.5 The Licensee agrees to cooperate with and assist the Licensor in the protection of the
Licensed Intellectual Property and the Systems Platform and shall:

(i) during the subsistence of this Agreement, use the Licensed Intellectual
Property and the Systems Platform solely in relation to the Business and/or
the Offline Business in accordance with the terms and conditions of this
Agreement;

(ii) at all times during subsistence of this Agreement observe and perform the
terms and conditions contained in this Agreement;

(iii) strictly follow all instructions which may be given by the Licensor from time
to time in relation to the form and manner in which the Licensed Intellectual
Property and/or the Systems Platform are to be used or displayed, including
in relation to the colour and size of any representation of any Licensed
Intellectual Property and/or the Systems Platform;

(iv) promptly and fully notify the Licensor of any actual, threatened or suspected
use, infringement, unauthorized appropriation of any Licensed Intellectual
Property or the Systems Platform, and of any claim by any third party that
the use of the Licensed Intellectual Property or the Systems Platform
infringes any rights of any third party, and if required by the Licensor,
execute such documents and do such things as the Licensor may require to
initiate, undertake or resist any proceedings in relation to any such
infringement or claim;

(v) not take any steps to institute or prosecute any proceeding or action involving
the Intellectual Property before any official board, administrative body,
court, or other Person or body exercising or purporting to exercise
jurisdiction or control in any matter involving the Licensed Intellectual
Property or the Systems Platform, unless directed by the Licensor.

4.6 Subject to Clause 11 (Confidentiality), the Licensee shall at all times ensure that all its
directors, officers, employees, personnel, agents and representatives, are suitably
advised and made aware of the terms and conditions of the use of the Licensed
 Intellectual Property and/or the Systems Platform, and are mutatis mutandis bound, and
required to observe and perform the provisions of this Agreement.

4.7 The Licensee undertakes not to claim to have acquired, any title in and to the Licensed
Intellectual Property and/or the Systems Platform, adverse to the title or any interest of
the Licensor in the Licensed Intellectual Property and the Systems Platform, by virtue
of the license hereby granted to the Licensee or through use by the Licensee of the
Licensed Intellectual Property and/or the Systems Platform pursuant hereto.

4.8 The Licensee further acknowledges and agrees that any and all goodwill and any
common law rights associated therewith, enjoyed or arising from the use of the
Licensed Intellectual Property byand/or the Licensee and any common law rights
associated therewithSystems Platform, shall accrue and, inure and belongvest solely
toin and for the benefit of the Licensor and the Licensee undertakes to execute all such
instruments or documents and do such acts as may be necessary and desirable to vest
absolutely in the Licensor all the goodwill and any associated common law rights in
relation to the Licensed Intellectual Property and/or the Systems Platform.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Licensee hereby represents, warrants and confirms to the Licensor, as on each date
during the Term of this Agreement that:

(i) it is a private company with limited liability, duly incorporated and validly
existing under the Applicable Law;

(ii) it has the power to own its assets and has obtained all necessary consents,
approvals, licences and authorities under Applicable Law required to carry
on its business as it is being conducted, and all such consents, approvals,
licences and authorities are in full force and effect, without any default on its
part;

(iii) it has the full legal power, right, capacity, corporate power and authority to
enter into this Agreement and to execute, deliver and perform its respective
obligations under this Agreement. The Person executing this Agreement on
behalf of the Licensee as an authorised signatory, is authorised to sign this
Agreement on behalf of the Licensee;

(iv) the execution and delivery of this Agreement by it and the consummation by
it of all the transactions contemplated hereby, have been duly authorized by
requisite corporate actions on its part and the execution, delivery and
performance of this Agreement and its obligations hereunder do not and will
not (a) contravene the provisions of its constitutional documents; (b)
contravene any provision of any Applicable Law to which it is subject or
which is binding on it or its assets; (c) require any third party approval and/or
(d) conflict with or be inconsistent with or result in breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under
the terms of any indenture, deed, agreement, contract or instrument to which
it is a party, or by which, it or any of its properties or assets are bound or to
which it may be subject;

(v) no action or proceedings are pending or reasonably anticipated in relation to

its insolvency (including any corporate insolvency resolution proceeding),
bankruptcy, winding up or liquidation or other analogous action;
 (vi) it has the full capacity and knowledge to operate the Business within the
Territory;

(vii) it is in compliance with all Applicable Laws.;

(viii) (viii) it has engaged, appointed or employed staff, personnel, officers, or any
other Persons with requisite knowledge and training to operate and undertake
the Business within the Territory, including handling and using the Licensed
Intellectual Property and the Systems Platform in the manner as prescribed
under this Agreement; and

(ix) (ix) it has not initiated any action or proceeding contesting the ownership or
license rights of the Licensor in the Licensed Intellectual Property and/ or the
Systems Platform or take any action otherwise inconsistent with such
ownership and license rights against the Licensor.

5.2 The Licensor hereby represents and warrants on the Effective Date to the Licensee
that:

(i) it is duly incorporated and validly existing under the laws of Hong Kong
Special Administrative Region of the People’s Republic of China;

(ii) it has the full legal power, right, capacity, corporate power and authority to
enter into this Agreement and to execute, deliver and perform its respective
obligations under this Agreement; and

(iii) it is the sole and exclusive owner/licensor of the Licensed Intellectual

Property and the Systems Platform licensed to the Licensee pursuant to this
Agreement and such Licensed Intellectual Property and the Systems Platform
does not breach the intellectual property of any third party.

5.3 Subject to Clause 8.2, each Party hereby agrees and undertakes that upon the
occurrence of any event or development which has resulted in, or will potentially result
in, any inaccuracy or incorrectness in the representations and warranties provided by it
under this Clause 5, it shall, forthwith, notify the other Party in writing thereof.

6. COVENANTS OF THE LICENSEE

6.1 During the term of this Agreement, the Licensee shall:

(i) not sell any Products or conduct the Business other than in accordance with
the terms and conditions of this Agreement;

(ii) not carry out any business or activity on or through the System Platforms
other than the Business activities or any operations, in connection therewith;

(iii) adhere to good business practices; observe high standards of honesty,

integrity, fair dealing, employment practices and ethical business conduct in
all dealings with customers, public officials, the Licensor, and any other
 Persons, and comply with all reasonable arrangements and requests of the
Licensor regarding the operation of the Business;

(iv) notify the Licensor if any action, suit or proceeding is commenced or

threatened against the Licensee or the business undertaken by the Licensee
(including the Business);

(v) at its sole expense, obtain all statutory/ governmental approvals, consents,
permissions and licenses, permits required for the conduct of the Business
and ensure that all such approvals, consents, permissions and licenses
obtained by it remain valid and subsisting;

(vi) not modify the Products bearing any Licensed Intellectual Property;

(vii) not to efface, deface or remove the Licensed Intellectual Property and/or the
Systems Platform of the Licensor in connection with the use of the Licensed
Intellectual Property and/or the Systems Platform;

(viii) not use the Licensed Intellectual Property and/or the Systems Platform other
than in the manner and form and to the extent provided herein and will not
develop or use any variation thereof, or alter the Licensed Intellectual
Property and/or the Systems Platform in any manner;

(ix) not adopt, use, register or attempt to secure any rights, title or interest in any
mark/name or material consisting of and/or containing the Licensed
Intellectual Property or the Systems Platform, any part thereof or any element
similar thereto, at any time, including after the Term, in any manner
whatsoever, including but not limited to, as a trademark, service mark,
corporate/trade name, trading style, domain name, website address,
electronic mail identity, or in any other manner whatsoever;

(x) not do any act, deed, matter or thing whatsoever which shall or is likely to,
affect or prejudice, directly or indirectly the Licensor’s right, interest, power
or authority or title in or in relation to the Licensed Intellectual Property or
the Systems Platform;

(xi) not use the Licensed Intellectual Property and/or the Systems Platform in any
manner that could or tends to impair, dilute, or adversely affect the
distinctive character or reputation thereof or cause any confusion or
deception, in any manner;

(xii) subject to Clause 11 (Confidentiality), ensure that all employees, directors,

officers or other Persons to whom Information is disclosed have and will
keep such Information (as disclosed to them) confidential;

(xiii) make payment of the License Fee, in accordance with the terms of this
Agreement;

(xiv) conduct the Business in accordance with Applicable Laws and in accordance
with the terms of this Agreement;

(xv) comply, at all times, with the terms of this Agreement;

 (xvi) immediately, and no later than 2 (two) days of termination of any Product
Sale Agreement, notify the Licensor in writing of such termination;

(xvii) (xvi) not attempt to acquire or damage the goodwill or reputation associated
with the Licensor, the Products containing the Licensed Intellectual Property
and/or the Licensed Intellectual Property and/or the Systems Platform, nor
counsel, procure or assist any third party in connection with the foregoing;
and

(xviii) (xvii) carry on the Business on its own account and shall not do any anything
to bring the name, reputation and goodwill of the Licensor into disrepute.

Provided that for the purposes of Clauses 6.1(vi) and (xvi), the term “Products” shall
not include the products acquired by the Licensee on a business-to-business basis from
third party manufacturers which do not bear or contain the Licensed Intellectual
Property.

6.2 The Licensee shall not be permitted to undertake any change in its constitution and/ or
change in its partners, ownership structure, management (whether or not involving a
change in the ownership structure), which change may result in a change in control of
the Licensee, without the prior written consent of the Licensor.

7. ASSIGNMENT AND SUB-LICENSING

7.1 The Licensee shall not, without the prior written consent of the Licensor:

(i) assign or otherwise transfer the benefit of this Agreement;

(ii) grant any sub-licences under this Agreement;

(iii) create any third party rights;

(iv) sub-contract any of its obligations under this Agreement.

7.2 The Licensee shall send a copy of any proposed sub-licence or sub-contract ,
including any sub-contract proposed to be entered into with a third party in
accordance with Clause 2.4 (iv) of this Agreement, to the Licensor for the Licensor’s
approval on the same and the Licensee agrees that the Licensor shall have the sole
discretion to accept or reject such proposed sub-license or sub-contract. Subject to
the preceding line of this Clause 7.2, the Licensee shall also send a copy of any
permitted sub-licence or sub-contract to the Licensor immediately after execution of
the sameagreement for the Licensor’s record.

7.3 The Licensee shall be liable under this Agreement for the acts and omissions of any
sub-licensee or sub-contractor as if they were the acts or omissions of the Licensee
itself and shall, at the request of the Licensor, enforce any term in the sub-licence or
sub-contract by legal proceedings or otherwise.

7.4 The Licensor may assign any Licensed Intellectual Property or the Systems Platform
to any Person and may assign any or all of its rights and/ or obligations under this
Agreement to any Person.

8. TERM AND TERMINATION

 8.1 Term

The Parties hereby agree that this Agreement will come into force on the Effective
Date, and unless terminated in accordance with Clause 8.2 below, shall remain in full
force and effect until the expiry of [5 (five)] years from the Effective Date (“Term”),
provided however that at any time prior to the expiry of the Term, the Parties may
mutually agree in writing to extend the Term by such period and on such terms as may
be mutually acceptable and agreed between the Parties [on the same terms as described
in this Agreement], in which case such extended tenure shall be considered as the
“Term”. [ASGA Note: Please confirm if the term of the agreement should be 5
m the date of execution of this agreement. Further please confirm if the renewal option should be on the same terms as containe

substantially similar to the terms contained in this agreement.].

9. INDEMNITIES

9.1 The Licensee agrees to indemnify, defend and hold harmless the Licensor, its affiliates,
members, directors, officers, representatives, employees, staff, officers and agents
(collectively, the “Indemnified Persons”) from and against any and all claims
including monetary claims, suits, actions, proceedings, liabilities, losses including loss
of goodwill, damages, demands, costs, fines, penalties and expenses (including
attorney fees) suffered or incurred by any of the Indemnified Persons, or to which any
of the Indemnified Persons may otherwise become subject and which arise out of, or
result from or are connected with:

(i) Any default or breach by the Licensee of any term, representation, warranty
covenant or undertaking contained in this Agreement;

(ii) Any violation of Applicable Laws by the Licensee in the conduct of the
Business;

(iii) Any use by the Licensee of the Licensed Intellectual Property and/or the
Systems Platform otherwise than in accordance with the terms of this
Agreement;

(iv) Any act or omission occasioned by gross negligence, willful default or

willful misconduct of the Licensee or of any of its personnel, partners,
directors, employees or agents engaged/appointed/or employed by it;

(v) Any claim by a Person (located within the Territory) that relates to, or arises
in connection with, the transactions contemplated under this Agreement.

9.2 Any indemnification payment made to any Indemnified Person under this Clause 9
shall be grossed up to take into account any Taxes deductible on such payment to any
Indemnified Person.

9.3 Each of the indemnities in this Clause 9 extends to the maximum extent permitted by
Applicable Law and is independent of, and in addition to, any other rights and
remedies that any Indemnified Person may have at law or in equity or otherwise
(including, but not limited to, any right to contribution or to seek specific
performance or injunctive relief), none of which rights or remedies shall be
prejudiced or diminished thereby.
 10. GOVERNING LAW AND JURISDICTION

10.1 This Agreement and any non-contractual obligations arising out of or in connection
with it shall be governed by, and construed in accordance with, the laws of IndiaHong
Kong, Special Administrative Region of the People’s Republic of China, without
reference to any conflict of laws principle. Subject to Clause 10.2 below, the courts at
Mumbai, India Hong Kong, Special Administrative Region of the People’s Republic of
China shall have exclusive jurisdiction on all matters arising from this Agreement.
[ASGA Note: Please confirm the governing law and the exclusive jurisdiction.]

10.2 Dispute Resolution

(a) Amicable Resolution and Arbitration: If any dispute, controversy or claim

between the Parties arises out of or in connection with this Agreement, including
the breach, termination or invalidity of this Agreement (“Dispute”), the Parties
shall make all reasonable endeavours to negotiate with a view to resolving the
Dispute amicably. If a Party gives to the other Party a written notice that a
Dispute has arisen (“Dispute Notice”) and the Parties are unable to resolve the
Dispute amicably within 30 (thirty) days of service of the Dispute Notice (or
such longer period as the Parties may mutually agree in writing), the Dispute
shall, unless the Parties otherwise agree in writing, be referred to arbitration in
accordance with the terms of this Clause 10.2(a). A notice (“Arbitration
Notice”) of intent to refer the Dispute to arbitration may be given by any Party
(“Claimant”) to the other Party (“Respondent”).

(b) Appointment of Arbitrators, Rules and Venue of Arbitration: Any Dispute

as specified under the relevant Arbitration Notice claim shall be resolved in
accordance with the arbitration rules of the Mumbai Centre forHong Kong
International Arbitration Centre (“MCIAHKIAC Rules”), which rules are
deemed to be incorporated by reference in this Clause. The seat of the arbitration
shall be [Mumbai, India]Hong Kong, Special Administrative Region of the
People’s Republic of China. The arbitral tribunal shall consist of one arbitrator.
The language of the arbitration shall be English. The law governing this
arbitration agreement shall begoverned by the (Indian) Arbitration and
Conciliation Act, 1996. [ ASGA Note: We have provided for institutional
itration under the Mumbai Centre for International Arbitration Rules. Please confirm. Further, please confirm the seat of arbitration, w

mentioned as Mumbailaws of Hong Kong, Special Administrative Region of the

People’s Republic of China.].

11. CONFIDENTIALITY

11.1 The Licensee hereby agrees and undertakes to the Licensor that it shall not, and shall
procure and ensure that its and its affiliates’ officers, employees, agents, advisors,
consultants and any other Persons acting on its or their behalf do not, use or divulge to
any Person, or publish or disclose or permit to be published or disclosed (except with
the prior written consent of the Licensor), during the Term of this Agreement and for a
period of 3 (three) years from the date of termination of this Agreement, any
Information relating to the Licensor, the Products containing the Licensed Intellectual
Property or the Licensed Intellectual Property or the Systems Platform which the
Licensee has received or obtained, or may receive or obtain (whether or not, in the case
of documents, marked as confidential) pursuant to or in connection with this
Agreement, other than as permitted under this Agreement. The Licensee further agrees
and undertakes that it shall not, and shall procure and ensure that its and its affiliates’
 officers, employees, agents, advisors, consultants and any other Persons acting on its or
their behalf do not, use any Information for any other purpose save and except for the
purpose of complying with and undertaking the obligations as provided under this
Agreement.
11.2 In the event of any unauthorized use or disclosure of any Information, the Licensee
shall give prompt written notice to the Licensor of such unauthorized use or disclosure,
and shall ensure that the Licensor is remedied from any such unauthorized use or
disclosure. Notwithstanding the foregoing, any assistance and/or action taken by the
Licensee in remedying the use of unauthorized Information or disclosure, does not in
any manner, waive the breach of Clause 11.1 above.

11.3 The restriction in Clause 11.1 shall not apply:

(a) to the extent such Information is disclosed to the officers, employees, agents,
advisors or, consultants of the Licensee, in connection with the performance of
the obligations or enforcement of the rights, under this Agreement or in the
ordinary course of business on a need to know basis;

(b) to the extent that such Information is in the public domain other than by breach
of this Agreement; or

(c) to the extent that such Information is required to be disclosed by any Applicable
Law or pursuant to the order of any Governmental Authority with whose
instructions it is customary to comply.

11.4 For the purposes of this Clause 11, “Information” includes, without limitation, the
following:

(a) any and all information, documentation or knowledge in any form, obtained by
the Licensee (directly or indirectly) or which may be derived in any way as a
consequence of performing the obligations under this Agreement, in relation to
the Systems Platform, the Products containing the Licensed Intellectual Property
or the Licensed Intellectual Property, including without limitation information
all information, documentation or knowledge relating to the business and assets
of the Licensor, to present and contemplated products/goods and services,
product/goods designs, inventions, improvements, standards, specifications,
systems, methods and operating procedures, techniques and modes of
manufacturing, technical specifications and data, sales and marketing
information including catalogues and promotional literature, compounding or
preparing products, formulations and recipes, merchandising, marketing plans
and strategies, tests and reports, profits, costs, pricing, product/goods sourcing
and sales policies and strategies, buying habits and customer preferences, details
of prospective and potential customers, trade secrets, software, programmes,
know-hows, data, research, development, patent, trade mark, copyright,
industrial design or any other properties of the Licensor (including any
intellectual property) or any business, property, product, or transaction in which
the Licensor may be or may have been concerned or interested;

(b) any other non-public information pertaining to the Licensor which has been
disclosed to the Licensee pursuant to this Agreement;

(c) information regarding the terms of this Agreement; and

(d) any material or information prepared by or for the Licensee that contains or
otherwise reflects or is generated from any of the above.
 NOTICES

11.5 Any notice, request, instruction or other document to be given under this Agreement
shall be in English, in writing and shall be delivered by recognised courier or
electronic mail (email) to the recipient’s address set out below, or to such other address
as has been notified by the recipient to the sender pursuant to the provisions of this
Clause 12:

For the Licensor

Attention: [insert name]

Address: [insert address]
Email: [insert email]

For the Licensee

Attention: [insert name]

Address: [insert address]
Email: [insert email]

11.6 Any notice, request, instruction or other document to be sent under this Agreement
shall be deemed to have been received on the next business day following the date on
which such notice, request, instruction or other document was sent, provided the
sender has confirmation of the email being successfully transmitted to the concerned
email address identified in or pursuant to this Clause 12, or of the courier being
successfully delivered to the relevant mailing address identified in or pursuant to this
Clause 12, as the case may be.

12. MISCELLANEOUS

12.1 Survival

Provisions of this Clause 13.1 and those of Clauses 8 (Termination), Clause 9

(Indemnity), Clause 10 (Governing Law and Dispute Resolution), Clause 11
(Confidentiality), and Clause 12 (Notices) shall survive the termination of this
Agreement.

12.2 Counterparts

This Agreement shall be executed simultaneously in any number of counterparts, each

of which shall be deemed an original, but all of which will constitute one and the same
instrument.

12.3 Entire Agreement; Amendment; Partnership

(a) The Parties agree that this Agreement embodies the entire agreement and
understanding between the Parties in relation to the commercial understanding
and agreement of the Parties. This Agreement supersedes any previous written
or oral agreement between the Parties in relation to the matters dealt with in this
Agreement.
 (b) Except as specifically agreed hereunder, no amendment to this Agreement shall
be effective unless made in writing and executed by both the Parties hereto.

(c) The Parties are independent contractors and are dealing with one another on a
principal to principal basis and the Licensee shall not be considered or deemed
to be considered as an agent or representative of the Licensor. None of the
Parties shall have any right, power or authority to enter into any agreement for
or on behalf of, or incur any obligation or liability of, or to otherwise bind, the
other Party except as specifically provided by this Agreement.

(d) Nothing in this Agreement shall be deemed to constitute a partnership or joint

venture or employer-employee relationship between the Parties and neither the
Licensee not any of its directors, employees, officers, agents or representatives
shall be, or be deemed to be considered as an agent or employee of the Licensor.

12.4 No Waiver of Rights

No failure or delay by any Party in exercising any claim, power, right, or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such claim, power, right or privilege preclude any further exercise thereof or any
other claim, power, right, or privilege.

12.5 Severability

If any provision of this Agreement is or becomes invalid, illegal or unenforceable

under the Applicable Laws of any jurisdiction, then such provision shall (so far as it is
invalid or unenforceable) be given no effect to and shall be deemed not to be included
in this Agreement but without invalidating any of the remaining provisions of this
Agreement, which shall not in any way be affected or impaired thereby, provided that
such deletion does not make the remaining provisions this Agreement materially
adverse to any Party hereto. The Parties hereto shall then use all reasonable endeavours
to replace the invalid or unenforceable provisions with a valid and enforceable and
mutually satisfactory substitute provision, achieving as nearly as possible the intended
commercial effect of the invalid, illegal or unenforceable provision.

12.6 Third Party Benefits

Nothing herein expressed or implied is intended, nor shall it be construed to confer

upon or give to any third party any right, remedy or claim under or by reason of this
Agreement or part hereof.

12.7 Cumulative Rights

(a) The rights, powers, privileges and remedies provided in this Agreement are
cumulative and are not exclusive of any rights, powers, privileges or remedies
provided by Applicable Law or otherwise.

(b) Neither failure to exercise nor any delay in exercising any right, power, privilege
or remedy under this Agreement shall in any way impair or affect the exercise
thereof or operate as a waiver thereof in whole or in part.

(c) No single or partial exercise of any right, power, privilege or remedy under this
Agreement shall prevent any further or other exercise thereof or the exercise of
 any other right, power, privilege or remedy.

12.8 Assignment

No rights, liabilities or obligations under this Agreement shall be assigned by the

Licensee to any third party without the prior written consent of the Licensor. The
Licensor may freely assign this Agreement to any Person, without the consent of the
Licensee.

12.9 Further Agreement

The Parties hereto agree and undertake to execute such further agreements and
documents that may be necessary for the purpose of giving full effect to the terms and
provisions of this Agreement.

12.10 Force Majeure

(a) Consequence of force majeure

No failure, delay or omission by any Party to fulfil any of its obligations under
this Agreement shall give rise to any claim it or be deemed to be a breach of this
Agreement by it if and to the extent such failure, delay or omission arises from a
force majeure event affecting such Party.

(b) Force majeure event shall include any of the following events or circumstances
or combination of events and circumstances:

(i) fire, flood, lightening, storm, typhoon, tornado, earthquake, landslide,

subsidence, washout or epidemic, quarantine restrictions or other similar
acts of God;

(ii) war (whether declared or undeclared), riot, civil war, blockade,

insurrection, acts of public enemies, terrorism or civil disturbance; and

(iii) acts of any Governmental Authority which leads to the inability and
incapacity of any of the Parties to enforce or undertake the obligations
under this Agreement.

(c) If the force majeure event continues for a period of more than 60 (sixty) days
from the date of occurrence of such force majeure event, the other Party (who is
not affected by such force majeure event) shall be entitled to terminate this
Agreement by giving 30 (thirty) days’ prior written notice to the other Party
(who is affected by such force majeure event), unless such force majeure event
ceases prior to the expiration of such 30 (thirty) day notice period.

12.11 Cooperation

Subject to the terms, conditions and limitations provided herein and under Applicable
Law, each Party agrees to use commercially reasonable efforts to take such actions as
may be necessary to carry out and make effective the provisions of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and year first
above written.

For the Licensor Witnessed by:

[insert name and designation] Name:

Date:

For the Licensee

[insert name and designation]

Witnessed
by: Name:

Date:
 SCHEDULE I

License Fee

[The Licensee to pay the Licensor a License Fee equivalent to [●]% of the turnover of the
Licensorof United States Dollars [●] for every financial year in relation to the grant of the
license to the Licensed Intellectual Property and the Systems Platform, which shall be subject
to modification by mutual consents of the Parties from time to time. Further, the Licensor
reserves the right to modify the License Fee, with prior written notice of 30 (thirty) days to
the Licensee.]

Bank Details of the Licensor:

 SWIFT Code: [●]

 Bank Address: [●]
 Account Name: [●]
 Account Number: [●]