NUWAY HEALTHCARE PRODUCTS PVT LTD

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AGREEMENT OF CONTRACT OF

NUWAY INDIA BUSINESS OF

NUWAY HEALTHCARE PRODUCTS PVT LTD.

(Signed online during registration)

THIS AGREEMENT OF CONTRACT OF NUWAY INDIA BUSINESS

OF NUWAY HEALTHCARE PRODUCTS PVT LTD is entered into at Coimbatore on this day of ____________ BETWEEN

M/s. NUWAY HEALTHCARE PRODUCTS PVT LTD Represented by its Managing Director having registered office at 256, 9th Street Extension, Gandhipuram, Coimbatore -641012, hereinafter referred to as the “COMPANY”

AND

S/o/D/o/W/o.

residing at

hereinafter referred to as the “DISTRIBUTOR”.

THE NUWAY HYBRID BUSINESS MARKETING PLAN of Nuway India Business shall be referred to as “THE PLAN” for brevity.

The Term - Company and Distributor wherever the context so permits shall mean and include their respective legal representatives, agents, and assignees.

WHEREAS this AGREEMENT has been subject to the following terms and conditions hereunder, which are mutually agreed upon and accepted by both parties herein which are reduced to writing hereunder. And WHEREAS this agreement is available online and can be entered into by the parties who intend to become a Distributor on the signing of the same online after agreeing to the terms and conditions set forth therein, which would purport to participation in the Plan.

WHEREAS the “THE PLAN” would be subject to alterations, additions, deletions, and revision whenever the Company shall require to do so. Participation by the Distributor is subject to the terms and conditions framed or announced or amended or changed or prevalent at the point of time intimated to the person/persons through the website www.nuwayindia.com and the same shall be deemed to constitute acceptance by the participants of such Distributor of such terms and conditions as amended from time to time. Applicant, when accepted, is called “Distributor”, referred to herein as Distributor represents and warrants that the Distributor understands the Plan and is not relying on any representation or offer that is not contained in this Agreement or any other official Company material.

WHEREAS the Company provides the business contained in this Agreement and other official Company materials published by the company, and no Distributor is authorized to make any other offer to a prospective Distributor. If Applicant relies on any offer made by a Distributor that is not in this Agreement and/or in the official Company material, and that introducing Distributor fails to keep any such offer, the Applicant shall only have recourse against such Distributor and not on the Company. However, in such an event, the Applicant is encouraged to file a complaint with the Company. Upon receipt of such a complaint, the Company will conduct such investigations/inquiries as it deems necessary and, upon validation of such a complaint, impose an appropriate penalty(ies) on the offending Distributor. Such action however will not result in any recovery of damages by the Applicant, which the Applicant is free to seek against the offending Distributor alone, and not the Company.

WHEREAS the Distributor by applying to participate in the Plan, he/she understands that he/she will be bound by the terms and conditions laid herein and that the Distributor will be entitled to participate as a Distributor, upon acceptance of a valid application by the company.

WHEREAS any Indian National or Company can choose to be a Distributor. Distributors are those who are actively participating in retailing and marketing activities. They will also receive team sales commissions, and other benefits and offers announced from time to time. An active Distributor will be eligible to earn commissions from the business volume of his and his team after the qualification as detailed in the Plan which forms part of this Contract.

WHEREAS the Distributor understands that to earn commissions in the Programme, the Distributor is responsible for generating business for himself/herself and the company. To do this, the Distributor will personally share the goodness of the Company Products to his/her customers, also will sponsor new Distributors to build his or her business team. The Distributor is responsible for training those sponsored by the Distributor and their team members and teaching them how to train the ones they Sponsor. It is the responsibility of every Distributor to support his/her team members to succeed in business by training them to follow the system. The Distributor understands that participation in the Programme does not affect the Company’s product price. Purchase of Products is not required to register in the Plan. An applicant choosing to become a Distributor shall sign up free online and send a copy of the Distributor registration confirmation form to the company or submit it to the nearby Channel Partner.

WHEREAS the Distributor agrees that Products with the Company are for distribution in the market and may only be marketed with no medicinal, curative, remedial, or prevention claims. The Distributor further agrees that the Manufacturer of the Products with the Company does not make any claim of remedy regarding the product and produces no marketing materials or information that makes any such claims. Whereas violation of this clause by the Distributor will end in termination of this agreement and removal of such Distributor by the company, after due inquiry.

WHEREAS about the Commission Entitlement, the Distributor will not be entitled to automatic commissions. The commission is payable only on the business generated by him/her and by his/her team members as per the Business Plan. The distributor also agrees that he/she will not undersell the product in the market.

WHEREAS the Distributor agrees that upon acceptance of this application by the Company, the Distributor will be independent, called an Independent Distributor, and will have no authority to bind the Company to any obligation, agreement, the commitment of any kind, other than this agreement.

WHEREAS the Distributor agrees that he/she is not an agent, franchisee, employee, or any other legal representative of the Company. The Distributor is solely responsible for all income taxes and any other central, state, or local taxes that may be due as a result of the Distributor’s business activities. Distributor agrees to abide by any central and state, laws, rules, and regulations about this Agreement. At the Distributor’s own expense, the Distributor will make, execute, and file all such reports/returns as are required by law or public authority concerning this Agreement.

WHEREAS the Distributor agrees that the Company, may, from time to time change the business plan, rates, prices, charges and rules and regulations, terms and conditions of the agreement. If the Distributor chooses to participate in the program, the Distributor agrees to abide by those changes. Any such notice shall be deemed to have been given and received as of the day after such notice is put in one of the following media namely: the Company’s website, sent by email, disseminated via Nuway India Business Marketing Plan, Newsletter, or other modes of mass communication. It is the Distributor’s responsibility to stay abreast of developments communicated in this fashion. The company reserves the right to terminate or change the Plan wholly or in part thereof in any manner whatsoever at any time with or without notice. The company shall have the right to change the present Distributor’s terms and conditions. In the event of termination of the program, all the commissions earned or Sales accumulated by the Distributor shall stand forfeited.

WHEREAS the Distributor has to be an Indian National and competent to agree. He or she should not have been prohibited, under any law in force from agreeing. The applicant must be above 18 years of age, as of the date of application to be eligible to become a Distributor. In case the applicant is a minor, the parent or the guardian has to sign the agreement and other documents. The onus of responsibility lies on the parent or the guardian only. The relationship of the signatory has to be mentioned below the signature in the agreement. The Distributorship taken in the name of the company/organization shall fill out the business addendum form and shall enclose their applicable legal documents, with the photographs and I.D Proof of the Owners /Directors.

WHEREAS the validity of this agreement is one (1) year from the date of Activation of Distributor and accepted by COMPANY. Renewal of Distributorship shall be done automatically through the process of the “THE PLAN”.

WHEREAS the Distributor understands that Cross-Sponsoring, Cross Recruiting, and Cross-line changing are prohibited in NUWAY INDIA BUSINESS. This may result in the imposition of a penalty, as more fully set forth hereafter, but may include termination of the Distributorship. “Cross Sponsoring” means soliciting a Distributor or any closely related person or entity into a business team different from the existing business team of that Distributor.

“Cross Recruiting” means soliciting a Distributor, from our Business into another marketing company.

“Cross-line changing” means a Distributor or any closely related person or entity voluntarily taking a Distributorship that is not in the same line of sponsorship as the one in which the Distributor has first enrolled.

WHEREAS if a Distributor desires to file a complaint against another Distributor for violation of the terms and conditions of this Agreement, he/she shall send a signed complaint or email complaint to the Company from his/her registered email ID.

WHEREAS the Distributor agrees to maintain the confidentiality of the Agreement by understanding that the Company, Marketing plan, Reports, Distributor lists, and Official literature are all proprietary information and are considered trade secrets of the Company. Distributor hereby agrees to, not directly or indirectly disclose or use any of the said confidential or proprietary information except to specifically promote Distributor’s independent Plan by the provisions of this Agreement.

WHEREAS the Distributor agrees that the Company does not allow a person to have more than one Distributorship; Violation of this clause will lead to termination of the Distributorship. NUWAY INDIA BUSINESS follows One Distributorship for ONE-PAN as the Spouse, Son, Daughter, Parents, and Relatives living in the same household can have their own Distributorship individually on their interests.

WHEREAS the Distributor agrees and understands that although the Distributor may recommend other Distributors into the Company Marketing Plan, the Program does not allow the Distributor to profit solely from the activity of recommending or sponsoring other Distributors. Commissions are paid only on the actual business that are made by the Distributor and by other Distributors that fall into the Distributor’s business team. No one shall make any offer or guarantee that the Distributor will derive any specific amount of income or profit from sponsoring, enrolling, or recruiting. The distributor understands that any income the Distributor earns from “THE PLAN” of the Company is determined by the Distributor’s personal sales activity as an Independent Distributor, the Distributor understands that Product Packages and the business commissions shall be paid only to the qualified and active Distributor based on his or her business Teams. The Distributor shall not make any income representations.

WHEREAS the Distributor agrees to the Cooling-off period of 30 days from the date of first purchase for surrendering the Distributorship. The Company will accept the return of the product only if it is returned in a resalable condition within the above specified period. The refund amount towards the returned product will be 90% of the amount paid by the Distributor fewer sales tax applicable, handling & forwarding charges, and the commission paid by the Company under the Sales and marketing plan.

WHEREAS the Distributor agrees that the Company will replace any product only on the grounds of a Manufacturing defect, in which case the product is to be returned within 10 days from the receipt of the product, failing which there is no replacement guarantee. In the case of transit damage, the product is to be returned immediately and details of the damage have to be written on the acknowledgment slip of the courier/post receipt while taking the delivery of the product. Replacement wherever applicable will be made within 15 days.

WHEREAS the Distributor agrees that he/she will not use the Company and/or Plan, trade names and/or trademarks, tools, and training manuals except to promote the Company’s products and business.

WHEREAS the Distributor agrees that to maintain the integrity of the Company’s business policy. The Distributor can nominate a person to be his successor for transfer of Distributorship. The Distributorship of an Individual / Proprietorship can be transferred only to the nominee or to the Legal Heir or as per the Registered Will and by the production of valid documents from relevant authorities. All such transfers require submission of a completed Transfer Application Form and must be approved by the Company. The sale of the legal entity, that owns a Distributorship, is hereby deemed to be the sale of the Distributorship and is subject to the provisions as stated above. The Distributorship of NGOs is not transferable.

WHEREAS in the absence of a nomination by a Distributor, Distributorship will be dealt with like any other business or asset, a Distributor may have, is fully transferable by the terms of a Will, or, in the absence of a Will, it passes to their legal heirs under the applicable state of succession laws. For those Distributors, whose Distributorship is owned by a legal entity, there would be no change in the ownership of the Distributorship upon the death of an owner of that legal entity, etc. Ownership of the legal entity would change by passing to the heirs, but the legal entity would continue to own the Distributorship.

WHEREAS all registration information provided by a Distributor to Company, must be accurate and complete. Distributors must update and correct registration information if it changes.

WHEREAS the Distributor agrees to keep any Company-related Distributorship information, confidential and notify the Company, promptly if the Distributor believes that the information has been compromised.

WHEREAS the Distributor agrees that he/she shall not use the Logo of NUWAY, or related organizations and shall not publish materials or release advertisements for and on behalf of the Company, “THE PLAN”, or other solicit related business by Advertisement in print media or Digital media in violation of the code of ethics of NUWAY INDIA BUSINESS or any Central or, State law or regulations.

WHEREAS the Distributor agrees to indemnify and hold the Company, harmless against all claims made by any third party, and any related damages and expenses (including attorney’s fees), arising out of or connected with the Distributor’s conduct or the goods the Distributor offers, or any violation of this agreement by the Distributor.

WHEREAS the Company makes no warranties/guarantees, expressed or implied relating to the product packages supplied thereunder or marketing materials sold, including but not limited to warranties/guarantees of merchantability. The company, will not be liable to any Distributor for indirect, incidental, special, or consequential damages, such as (but not limited to) loss of profits or business interruption, arising out of or connected to the use of, or inability to use, the Product Package, products or marketing materials provided to any Distributor.

The Addresses of the Distributor shall be as maintained in the records of Nuway Healthcare Products Pvt Ltd and the address of Nuway Healthcare Products Pvt Ltd is 256, 9th Street Extension, Gandhipuram, Coimbatore -641012, and can be changed from time to time.

WHEREAS it is mutually agreed that all disputes between the Distributor and the Company arising out of or about this business shall be first settled by amicable negotiation between parties. In the event of the dispute not being settled between parties amicably, then the same shall be referred to the Sole Arbitrator appointed by the Company, under the provisions of the Arbitration & Conciliation Act 1996 and the venue shall be in Coimbatore only. This Agreement shall be construed and enforced by the laws of the Union of India and shall be subject to Coimbatore Jurisdiction. Causes of action between the parties hereto of any type, whether based on this Agreement, on fraud or any other sort or grounded in principles of strict liability or statutes of any kind, shall be heard exclusively in a court of competent jurisdiction in Coimbatore city, each party hereby submits to the jurisdiction of such courts and expressly waive the right to be sued in all other courts. In any cause of action, the winner shall be entitled to recover all reasonable attorney fees, court costs, and other costs of the action.

WHEREAS the English version of this Agreement, as maintained on its official website www.nuwayindia.com by the Company, is the official version and shall have control over any other language version(s) which may be made available for ease of reference for some Distributors. When the term, “recommend” and words of similar import are used to describe the referral and recommending activities of a Distributor, this is an abbreviated reference to the team-building activities of a Distributor and it is understood that the agreement by which one becomes a Distributor is between the Company and the recommended Distributor and not between the new Distributor and the recommending Distributor.

WHEREAS this Agreement constitutes the entire agreement between the parties on the subject matter hereof, and no other additional offer, representations, guarantees, or agreements of any kind shall be valid concerning such subject matter unless in writing and signed by an authorized officer of the Company.

WHEREAS THE PARTIES ABOVE NAMED TO THIS AGREEMENT HAVE HEREIN SIGNED AND SUBSCRIBED THEIR RESPECTIVE HANDS BELOW ON THE DAY, MONTH, AND YEAR MENTIONED ABOVE.

33. DECLARATION

(Signed online during registration)

I hereby declare that I am a Major and I am competent to execute this agreement. I hereby confirm having gone through, read, and understood the above terms and conditions and shall abide by the same and the same is acceptable to me.

I. I hereby declare that I am an Indian Citizen above 18 years of age and applying for the Distributorship of Nuway India Business of Nuway Healthcare Products Pvt Ltd and understand that the Distributorship does not make me an employee, agent, or legal representative of Nuway Healthcare Products Pvt Ltd or give me any authority to speak for contract or bind Nuway India Business of Nuway Healthcare Products Pvt Ltd or my sponsor.

II. I will operate my business by buying and retailing Products of Nuway India Business at my own expense, by sponsoring and training others Distributors of Nuway India Business, to build my sales team and business. I will participate in team-building activities of my Sales team and empower my Sales team members to participate in Team-building activities by organizing regular team meetings and team events. I shall also participate in local, state level, regional level, and national level events, workshops, and training Programs to learn and build my Business with the Nuway India Business Platform.

III. I agree to participate in and conduct weekly Product Seminars and Business training programs for the members of my sales team and maintain necessary records for the same.

IV. As a Distributor I agree to sell/retail the products to improve the business more specifically in my region and other parts of the country.

V. I will not directly or indirectly promote, stock, market, sell, or encourage any other Brands or Products among Nuway Family members or others while I am a Distributor or a Channel Partner of Nuway India Business (Nuway Healthcare Products Pvt Ltd).

VI. I will not make any income claims, or other representations or statements about Nuway Hybrid Business Marketing Plan of Nuway India Business (Nuway Healthcare Products Pvt Ltd) or its products other than what is stated in Nuway Hybrid Business Marketing Plan of Nuway India Business (Nuway Healthcare Products Pvt Ltd) official literature.

VII. I indemnify Nuway Hybrid Business Marketing Plan of Nuway India Business (Nuway Healthcare Products Pvt Ltd) against any legal liabilities arising out of unauthorized claims, representations, or statements made by me.

VIII. I agree to abide by the Nuway Hybrid Business Marketing Plan of Nuway India Business (Nuway Healthcare Products Pvt Ltd) regarding its Sales and Marketing plan, its code of ethics, rules policies, and procedures as outlined in Nuway Hybrid Business Marketing Plan literature of Nuway India Business (Nuway Healthcare Products Pvt Ltd) website www.nuwayindia.com or Manual or any other circular/announcements that may be published on the website from time to time.

IX. I further agree to abide by and comply with the rules and regulations governing my Distributorship and accept the Nuway Hybrid Business Marketing Plan of Nuway India Business (Nuway Healthcare Products Pvt Ltd) which is part of this agreement and declaration.

X. I hereby undertake that I will not make any claim that Products in Nuway India Business (Nuway Healthcare Products Pvt Ltd) is a medicine or it is preventive or curative. I also undertake that I will not undersell the products in the market.

XI. I understand that my Distributorship may be revoked if I fail to comply with the above-stated terms and conditions of the Distributor Agreement of Nuway India Business (Nuway Healthcare Products Pvt Ltd), and this declaration.

XII. I hereby declare that I am applying for Distributorship voluntarily out of my own free choice and willingness to become a Distributor of Nuway India Business (Nuway Healthcare Products Pvt Ltd) without any pressure, force or coercion.

XIII. I agree that I am accepting the above and submitting my Distributorship application/agreement of Nuway India Business (Nuway Healthcare Products Pvt Ltd), and declaration. I have duly signed this application, agreement, Nuway Hybrid Business Marketing Plan, and declaration online electronically.