Direct Selling Agent Agreement

THIS AGREEMENT (the "Agreement") is made on [Date___, Month___, Year____],

by and between INWAY RETAILS PRIVATE LIMITED, a Company incorporated
under the provisions of the Companies Act, 2013 and having its registered office at
1110 C, Rampuram, Shyam Nagar, Kanpur, Uttar Pradesh India -
208013(the"Company")and______________________________________ , a
Company/Individual, having office at [Address, Pin Code]
____________________________________________________ (the "Direct Selling
Agent").

NOW, THEREFORE, in consideration of the mutual promises contained herein, the

parties agree as follows:

1. Definitions

As used herein, the following terms shall have the meanings set forth below:

A. "Services" shall mean the Company's services to be sold by Direct Selling Agent
and such services as may be communicated by the Company in writing to the Direct
Selling Agent from time to time.

B. "Territory" shall be allocated during time of engagement by the Company in

writing to the Direct Selling Agent. Any change in "Territory" shall be communicated
by the Company in writing to the Direct Selling Agent from time to time.

C. Direct Selling Agent will have the title of "Direct Selling Agent."
2. Appointment

Company hereby appoints Direct Selling Agent as its non-exclusive selling agent for
the services in the territory, and Direct Selling Agent hereby accepts such
appointment. Direct Selling Agent's sole authority shall be to solicit customers for the
services in the territory in accordance with the terms of this agreement. Direct Selling
Agent shall not have the authority to make any commitments whatsoever on behalf of
Company.

3. General Duties

Direct Selling Agent shall use his best efforts to promote the services and maximize
the sale of the services in the territory. Direct Selling Agent shall also provide
reasonable assistance to Company in promotional activities in the territory. Direct
Selling Agent will assist the company by taking part in all promotional events, use the
marketing inputs judiciously for maximizing orders for the company.

4. Reserved Rights

Company reserves the right to solicit/engage other Agents, Direct Selling Agents
directly from businesses within the territory. Direct Selling Agent's task is to solicit
customers from all potential businesses in the territory.

5. Conflict of Interest

Direct Selling Agent warrants to Company that it does not currently represent or
promote any Services that compete with the Company's Services. During the term of
this Agreement, Direct Selling Agent shall not represent, promote or otherwise try to
sell within the Territory any Services that, in Company's judgment, compete with the
Services covered by this Agreement.
6. Independent Contractor

Direct Selling Agent is an independent contractor, and nothing contained in this

Agreement shall be construed to (i) give either party the power to direct and control
the day-to-day activities of the other, (ii) constitute the parties as partners, joint
ventures, co-owners or otherwise, or (iii) allow Direct Selling Agent to create or
assume any obligation on behalf of Company for any purpose whatsoever. Direct
Selling Agent is not an employee of Company and is not entitled to any employee
benefits. Direct Selling Agent shall be responsible for paying all income taxes and
other taxes charged to Direct Selling Agent on amounts earned hereunder. All
financial and other obligations associated with Direct Selling Agent's business are the
sole responsibility of Direct Selling Agent.

7. Indemnification by Direct Selling Agent

Direct Selling Agent shall indemnify and hold Company free and harmless from any
and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out
of negligence or malfeasant acts of Direct Selling Agent or misrepresentation or
breach of any obligations under this agreement.

8. Commission

A. Sole Compensation
The Company shall pay the Direct Selling Agent a commission at such rate as may be
communicated by the Company in writing to the Direct Selling Agent, for whole or
part of the services hereto, based on the Maximum Retailing Price of the product as
fixed by the company on every new order. This commission will be subjected to the
relevant taxes as applicable. The Company reserves its right to revise the rate of
commission from time to time and the same shall be intimated to the Direct Selling
Agent in writing by the Company.

B. Basis of Commission
The Commission shall apply to all sales orders from customers solicited by Direct
Selling Agent. (Customers defined as an individual or a company who have bought
the product/services from the Direct Selling Agent for their own use.) No
commissions shall be paid on (i) orders solicited directly by Company within the
Territory; (ii) orders received from outside the Territory unless otherwise agreed in
writing by Company. (iii) No commission will be paid to the Direct Selling Agent
until 100% payment pertaining to the order is received. The company reserves the
right to change the commission / prices on products as and when required.

C. Time of Payment
The commission on all PAID ORDERS shall be due and payable within ten (10)
working days after the Direct Selling Agent raises invoice.

D. Monthly Statements
The Direct Selling Agent shall submit to the company the monthly statements of
commissions due and payable to Direct Selling Agent under the terms of this
Agreement.

9. Sale of the Services

A. Prices and Terms of Sale

Company shall provide Direct Selling Agent with copies of its current market price
and this is subject to change and the sole discretion of the same lies with the
company, its payment schedules, and all Rules and Regulations and other material
available for sales presentation and customer's information. Direct Selling Agent shall
quote to Customers only those authorized prices, payment schedules, and terms and
conditions as informed by Company.

The services will be activated only after receipt of 100% payment pertaining to the
order. The company will refund 100% money only in case of manufacturing defects
that can be exercised within 30 days of distribution of the goods/product.

B. Acceptance
All requests for service obtained by Direct Selling Agent shall be subject to
acceptance by Company and all quotations by Direct Selling Agents shall contain a
statement to that effect. Direct Selling Agents shall have no authority to make any
acceptance or commitments to customers. Company specifically reserves the right to
reject any request for service or any part thereof for any reason, Company shall
inform Direct Selling Agent of any written acceptances on commissionable
applications/orders.

C. Collection
Full responsibility for collection of payment from customers rests with Direct Selling
Agent.

10. Additional Responsibilities of Direct Selling Agent

A. Expense of Doing Business

Direct Selling Agent shall bear the cost and expense of conducting its business in
accordance with the terms of this Agreement. This would include salaries for the staff
of the Direct Selling Agent who are engaged in the business of selling the products of
the Company, expenses related to communications, telecommunication, mailing,
conveyance and business entertainment if required. The company will not entertain
any re-imbursement on any expense made by the Direct Selling Agent other than the
commissions.

B. Promotion of the Products

Direct Selling Agent shall make efforts to promote the sale of and stimulate demand
for the Services within the Territory by direct solicitation. In no event shall Direct
Selling Agent make any representation, guarantee or warranty concerning the
Services except as expressly authorized by Company. The Company will take care of
all online promotions on their website and ensure lead generations. Use of company
logo, product logo, any advertising / promotion / marketing activity conceived
originally by the Direct Selling Agent should be first approved in writing by INWAY
RETAILS PRIVATE LIMITED before being implemented.

C. Agents & Customer Service

Direct Selling Agent shall inform and assist customers on Company's Services, and
shall perform such additional customer services by e-mail, phone and fax, whenever
needed, as good salesmanship requires and as Company may reasonably request.
 D. Books and Records
Direct Selling Agent shall notify Company of any Customer's complaints regarding
either the Services or Company and immediately forward to Company the
information regarding those complaints.

11. Additional Obligations of Company

A. Assistance in Promotion
Company shall, at its own expense, promptly provide Direct Selling Agent with
marketing and technical information, training concerning the Services, brochures,
instructional material, advertising literature, and other product data.

B. Assistance in Technical Problems

Company shall, at its own expense, assist Direct Selling Agent and customers of the
Services in all ways deemed reasonable by Company in the solution of any problems
relating to the Services.

C. New Developments
Company shall inform Direct Selling Agent of new Products or Services that are
competitive with Company's Products Services and other market information and
competitive information as discovered from time to time.

12. Trademarks and Tradenames

A. Use. During the term of this Agreement, Direct Selling Agent shall have the right to
indicate to the public that it is an authorized Direct Selling Agent of Company's
Services. Nothing herein shall grant Direct Selling Agent any right, title, or interest
in Company's Trademarks. At no time during or after the term of this Agreement
shall Direct Selling Agent challenge or assist others to challenge Company's
Trademarks or the registration thereof or attempt to register any trademarks, marks
or trade names confusingly similar to those of Company.

13. Term and Termination

A. Term. This Agreement shall commence on the date first written above for a period of [2
years] unless terminated earlier as provided herein below.
B. That the Contract / Agreement is allowed to be terminated with the prior notice of 30
days in such instance and on such terms where, a direct seller is found to have made no
sale of goods or services for a period of up to 2 years since the Executions / Entering into
the Contract/ Agreement.

C. Return of Materials. All of Company's trademarks, trade names, data, photographs,

literature, and sales aids, customer related database of every kind shall remain the
property of Company. Within five (5) days after the termination of this Agreement,
Direct Selling Agent shall return all such items to company. Direct Selling Agent shall
not make or retain any copies of any confidential items or information that may have
been entrusted to it. Effective upon the termination of this Agreement, Direct Selling
Agent shall cease to use all trademarks, marks and trade name of Company.

D. This agreement will be reviewed by the company after a period of [12 months]. Any
Direct Selling Agent not performing as per the terms of the company for securing new
orders and company’s policies is liable to be terminated.

14. RETURN/REFUND POLICY

Our Company focuses completely on our customer’s satisfaction. If in any event you are
displeased with the products quality or do not find the product in a better position,
damaged or any manufacturing defect, we will refund back the money, provided the
reasons are genuine and proved after investigation. Please read the fine prints of each deal
before buying. It provides all the details about the product you purchase.

In case of dissatisfaction or some other reasons customer feels like cancelling the order
placed then they have full liberty to cancel their product and request a refund from us.
Our Policy for the cancellation and refund will be as follows:

A. Cancellation Policy

For Cancellations please contact via Contact Form or Call our mentioned customer Care
Number or Toll-free number.
 Requests received later than 7 business days prior to the end of the current service period
will be treated as cancellation of services for the next service period.

B. RETURNS

You have 30 calendar days to return an item from the date you received it. To be eligible
for a return, your item must be unused and in the same condition that you received it.
Your item must be in the original packaging. Your item needs to have the receipt or proof
of purchase

C. Refunds
Once your return is received and inspected, we will send you an email to notify you that
we have received your returned item. We will also notify you of the approval of your
100% full refund or buy back policy in case of displeased with the products quality or do
not find the product in a better position, damaged or any manufacturing defect within a
period of 30 days from the date of distribution of goods & services to the direct seller,
then your refund will be processed, and a credit will automatically be applied to your
credit card or original method of payment, within thirty (30) business days depending on
your card issuer's policies.

D. Non-Receiving of the Refunds:

If you haven’t received a refund yet, first check your bank account again.
Then contact your credit card company, it may take some time before your refund is
officially posted.
Next contact your bank. There is often some processing time before a refund is posted.
If you’ve done all of this and you still have not received your refund yet, please contact
us at info@inwaybiz.com

E. Shipping

You will be responsible for paying for your own shipping costs for returning your item.
Shipping costs are non-refundable. If you receive a refund, the cost of return shipping
will be deducted from your refund.

Following products shall not be eligible for return or replacement

• Damages occurred due to misuse of product;
• Incidental damage due to malfunctioning of product;
• Products with tampered or missing serial/UPC numbers;
• Any damage/defect which are not covered under the manufacturer's warranty;
• Clothes and footwear are not used (other than for trial), altered, washed, soiled or
damaged in any way.

15. Limitation on Liability

In the event of termination by either party in accordance with any of the provisions of
this Agreement, neither party shall be liable to the other, because of the termination
for compensation, reimbursement or damages on account of the loss of prospective
profits or anticipated sales or on account of expenditures or commitments in
connection with the business or goodwill of Company or Direct Selling Agent.
16. Confidentiality

Direct Selling Agent acknowledges that by reason of its relationship to Company

hereunder it will have access to certain information and materials concerning
Company's business plans, customers, technology, and products/services that is
confidential and of substantial value to Company, which value would be impaired if
such information were disclosed to third parties. Direct Selling Agent agrees that it
shall not use in any way for its own account or the account of any third party, nor
disclose to any third party, any such confidential information revealed to it by the
Company.

Company shall advise Direct Selling Agent whether or not it considers any particular
information or materials to be confidential. Direct Selling Agent shall not publish any
description of the Products/Services beyond the description published by Company
and without the prior written consent of the Company. In the event of termination of
this Agreement, there shall be no use or disclosure by Direct Selling Agent of any
confidential information of Company.

17. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of
Republic of India. Each Party irrevocably and unconditionally submits to the
exclusive jurisdiction of the [High Court].

18. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and supersedes any prior discussions or
agreements between them. No modification of or amendment to neither this
Agreement, nor any waiver of any rights under this Agreement to be done unilaterally
and it shall be effective unless in writing signed by the party to be charged.
19. Notices

Any notices required or permitted by this Agreement shall be deemed given if sent by
certified mail, postage prepaid, return receipt requested or by recognized overnight
delivery service:

If to Company:
INWAY RETAILS PRIVATE LIMITED
Address:
1110 C,Rampuram, Shyam Nagar,
Kanpur, Uttar Pradesh, India - 208013

If to Direct Selling Agent:

[Direct Selling Agent/USER ID]________________________
[Address Line 1]____________________________
[Address Line 2]____________________________
[City, State, Pin Code]________________________

20. Non-Assignability and Binding Effect

A mutually agreed consideration for Company's entering into this Agreement is the
reputation, business standing, and goodwill already honored and enjoyed by
Company under its present ownership, and, accordingly, Direct Selling Agent agrees
that its rights and obligations under this Agreement may not be transferred or
assigned directly or indirectly. Subject to the foregoing, this Agreement shall be
binding upon and insure to the benefit of the parties hereto, their successors and
assigns.

21. Severability

If any provision of this Agreement is held to be invalid by a court of competent

jurisdiction, then the remaining provisions shall nevertheless remain in full force and
effect.
22. Headings

Headings used in this Agreement are provided for convenience only and all not be
used to construe meaning or intent.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

For Company, For Direct Selling Agent,

INWAY RETAILS PVT LTD

1110 C, Rampuram, Shyam Nagar,

Kanpur, Uttar Pradesh, India - 208013

Date:
Place: