CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement (“Agreement”) is made and entered into this ____ day of
_______, __________ at Mumbai by and between:

_______________________, (PAN No. ______________) a Company incorporated under the

Companies Act, 1956 and having its Corporate office at
_________________________________________________________________________
hereinafter referred to as “the Company” (which expression shall unless it be repugnant to the
context or meaning thereof shall be deemed to mean and include its successors and assigns) of
the ONE PART

AND

__________, a Proprietary/ Partnership Firm/ LLP/ Pvt. Ltd Co., having its office at,
____________________________________ Maharashtra- India; hereinafter referred to as
“Channel Partner” (which expression shall unless it be repugnant to the context or meaning
thereof shall be deemed to mean and include its successors and assigns) represented by Shri.
____________

(The Company and Channel Partner are hereinafter collectively referred to as “Parties” and
individually as “Party”).

WHEREAS:
a) Effective Date shall mean the date of execution of this Agreement

b) the Company is engaged in the business of real estate development.

c) the Company as well as its associate group companies have initiated development of
multiple single building projects in Thane and Mulund. The details of the same are
annexed herewith. (herein after referred to as “the Projects”) and the Company is

____________ ____________________
Company Channel Partner

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 interested in appointing the Channel Partner to sell the flats being constructed in the
Projects.

d) the Channel Partner has represented to the Company that it has got the required set of
knowledge, skills, expertise and infrastructure to sell the flats/units being constructed
in the Project and have agreed to enter into this Agreement.

e) The details of the Channel Partner are listed out in Annexure - 1

____________ ____________________
Company Channel Partner

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The parties hereby agree to the following terms and conditions:

1. Purpose:
The intent of this Agreement is to describe the broad terms and conditions of the arrangement
between the Company and the Channel Partner for selling the different type of flats/units being
constructed in the Projects.

2. Product :
The different type of flats/units being constructed in the Project by the Company, are
hereinafter together referred to as the “Product” and individually referred to as the “Unit”. The
Channel Partner shall sell the mutually decided Products being developed and constructed by
the Company and which are offered under this Agreement. However, the Company in
consultation with the Channel Partner may prioritize the range of Product to be sold.

3. Sales:
3.1 Sales Price: The Sale Price shall be the price of the Unit announced by the Company and
revised by the Company from time to time in consultation with the Channel Partner as
well as other Channel Partners. The Channel Partner shall sell the Unit at the Sale Price.
However, the Company shall intimate to the Channel Partner about any change in Sale
Price 15 (Fifteen) days prior from the date when it becomes effective so as to help the
Channel Partner close any sales in the pipeline before the revised Sale Price becomes
effective.

3.2 Confirmation of Booking: A booking will be recognized as confirmed when a minimum

payment of 10% have been received from the Customer towards reservation of a Unit
along with duly signed and executed Reservation Letter and it’s supporting documents
(the draft copy of the reservation letter and list of supporting documents required is
annexed herewith in Annexure – 2).

3.3 Confirmation of Booking through the Channel Partner:

3.3.1 Once the Channel Partner has interacted with a prospective customer it will be
advisable to forward the information about the prospective customer like Name,

____________ ____________________
Company Channel Partner

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 Telephone Number, E-Mail ID and Short Note on discussion with prospective customer
including its KYC (annexed herewith in Annexure – 3). The information shall be recorded
by the company and shall not be passed on to other sales team or any other channel
partner. The Name of the prospective customer gets recorded against the channel
partner.

However channel partner shall ensure that a site visit of the prospective customer takes
place within 10 days of the intimation to us about the prospective customer
accompanied by the channel partner or his representative.

In cases of prospective customers who are located outstation, a copy of the

communication shall be marked as cc to the channel sales email id, or the
correspondence with prospective customer to be forwarded to complete the
information chain.

The said information shall be sent by Email to ______________________

3.3.2 When the prospective customer comes directly or through someone else, the Company
shall get checked whether the said name is recorded against the channel partner. Once
found that the name is recorded against the channel partner the said information shall
be shared with the prospective customer as well as the reference person who might
have accompanied the prospective customer. The said information shall also be passed
on to the channel partner.

3.3.3 However for recognition of confirmation of booking the following needs to be observed.

a) The Channel Partner shall remain present along with the Customer during the final
Reservation/Allotment of the Unit by the Company.

b) Alternatively, the Channel Partner can bring the Pay Order/Cheque issued by the
Customer for the booking of a Unit along with a letter to that effect and also duly
signed and executed Reservation Letter and its supporting documents.

c) Or else, if the Customer comes alone for confirming a booking with Pay
Order/Cheque and duly signed and executed Reservation Letter and its supporting

____________ ____________________
Company Channel Partner

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 documents, the same shall be confirmed once the Customer confirms the name of
the Channel Partner through whom the sale is affected and the same being verified
by the Company’s Sales Admin Head.

3.4 NRI Sales: It shall be the responsibility of the Channel Partner to ensure that in case of
sale of Unit to any Non Resident Indians and Foreign Nationals of the Indian origin that
the mode of payment are in compliant with the provision(s) of the Foreign Exchange
Management Act, 1999 and the guidelines issued by RBI from time to time and any
other applicable laws in force. This will be applicable to the sales & collections directly
handled by channel partner.

To facilitate the requirements from NRI sales, the company shall also give the
information which shall be required for such kind of sale.

3.5 The Channel Partner shall also ensure that the sale of a Unit is made only to genuine
persons and the Unit shall only be sold in the name of the Customer himself and no
other third party, who cannot make themself available for payment or for registration
(except in case of registered power of attorney holders).

3.6 Sub-Broker: The Channel Partner may appoint a sub broker but with confirmation and
written consent from the Company. The Channel Partner may be requested to provide
details for the sub-broker.

3.7 The commission or brokerage or any other expenses to be paid to the sub broker shall
be the sole responsibility of the Channel Partner and Company shall in any way not be
responsible for the same.

3.8 The Channel Partner shall indemnify and shall keep indemnified the company against
the same.

4. Use of Marketing Collateral:

4.1 The Company shall provide all the necessary marketing support including providing all
the marketing collaterals developed by the Company for the Project like brochures,

____________ ____________________
Company Channel Partner

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 marketing kit, walkthrough/AV, etc., and shall impart the required training to the
Channel Partner and its representatives.

4.2 The Channel Partner may use any or all advertisements/marketing collaterals in print/
radio/Internet /exhibitions/SMS regarding the Project only after obtaining prior written
consent and approval of the contents of the advertisement from the company.

4.3 Channel Partner can market the Project through their own contacts, advertisements,
references, their website and other legitimate promotional mediums. However, any
copy or collateral produced by the Channel Partner will require prior written approval
from the Company.

5. Commission / Service Fees:

5.1 The Channel Partner shall be paid Commission/ Service Fees on the basis of the Sale
Consideration Value of the Unit sold by or through them. The Sale Consideration Value
of the Unit shall exclude the amounts such as stamp duty, taxes (like service tax and
VAT), maintenance charges and deposits, legal fees, etc.

5.2 The Company shall pay the Channel Partner Commission/ Service Fees of 2% (Two
Percent) (excluding applicable taxes) of Sale Consideration Value of the Unit per
confirmed sale as defined in clause 3.2 of this Agreement written herein above.

5.3 Bill/Invoice: The Channel Partner shall raise monthly bill/invoice on the Company
comprising of number of Units sold, date of sale, date of payment of 20% advance, taxes
if any and name of the customer. The Company shall endeavour to pay the bill within 60
days of receipt of the valid bill/invoice from the Channel Partner. The payment to the
Channel Partner shall be subject to deduction of applicable taxes.

5.4 Payment of the Commission/ Service Fees to the Channel Partner shall be as under:
 80% of the total Commission/ Service Fees due to the Channel Partner on receipt of 20%
of the Sale Consideration of the Unit from the Customer as well as registering the
Agreement for Sale by the customer.

____________ ____________________
Company Channel Partner

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  Balance 20% of the total Commission/ Service Fee due shall be paid upon handing over
possession to the Customer or receipt of full Sale Consideration including all applicable
taxes, charges, deposits from the Customer (whichever is earlier) as the responsibility of
the collection of the instalments from the customer shall be of the Channel Partner.

5.5 Cancellation by Customer: In case of cancellation of a booking of any Unit by any

customer after reservation/allotment of Unit, the Commission/ Service Fees already
paid to Channel Partner by the Company shall be refunded by the Channel Partner to
the Company within 7 days of cancellation of a reservation/allotment or the same shall
be adjusted in the subsequent Commission/ Service Fees due and payable to the
Channel Partner.

6. Sales Targets and Incentive:

6.1 Sales Target: The sales target for Channel Partners to be achieved per four-month will
be sale of at least _____________ Units/area .Accordingly there will be four FMT and
one AT to be achieved by the Channel Partner in any year starting from the month of
this contract. The targets are more particularly described herewith in Annexure – 4

6.2 Incentive: Upon achieving any particular FMT, an additional 1.0% Commission/ Service
Fees shall be paid on additional sales achieved in that period.

6.3 Upon achieving the AT, an additional 0.5% Commission/ Service Fees shall be paid as
further incentive on all the AT sales achieved in that year.

6.4 Bonus Incentive: The Company shall recognise and further incentivise the Star
Performer Channel Partner for the year.

7. Responsibilities of the Company:

7.1 The Company shall provide timely and correct information to Channel Partner.

7.2 The Company shall resolve concerned queries and issues of Channel Partner within 7
days of receipt of the same.

____________ ____________________
Company Channel Partner

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7.3 The Company shall remain absolutely transparent about policies, pricing, payment
terms with Customers, market as well as Channel Partner.

7.4 The Company shall not sell any unit lower than the Sale Price and terms offered in the
market including that which is offered to Channel Partner.

7.5 The Company shall keep reserved, a Unit reserved by a Channel Partner or a Customer
for taking decision for a period of 7 days. On completion of 7 days, the said reservation
shall stand cancelled automatically and the Company need not intimate the same to
Channel Partner or prospective Customer.

7.6 If the Company brings any promotional scheme or any other festival scheme for a period
then the same shall be intimated to Channel Partner on timely manner so that they can
also benefit from that scheme.

7.7 On completion of its target by the Channel Partner before time, the Company shall
provide additional targets in further projects.

7.8 The Company shall take inputs from Channel Partner in terms of its marketing plan,
policies and sales strategies on a regular basis.

7.9 Director-sales shall meet Channel Partners once in a month (or as and when required)
together to take review of the market scenario and unresolved issues of the Channel
Partner if any and if required to change the sales and pricing policies in tune of the
market.

7.10 The Company shall endeavour to conduct a Channel Partners meet on every 4 th month
and the date for the same shall be intimated at-least 15 days in advance.

7.11 The Company shall build the Product as per the time schedule intimated to the
Customers and Channel Partner. Due to any unforeseen circumstances if there is any
delay in Project implementation and if there is a likelihood of delay in the Project, the
Company shall intimate Channel Partner about the same well in advance so that they
can communicate with their sales customers in time.

____________ ____________________
Company Channel Partner

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7.12 The company shall compensate on delay to the customers as per the terms of the
Agreement entered into with the customer by the Company which shall be well
informed to all the Channel Partners.

8. Responsibilities of the Channel Partner:

8.1 The Channel Partner shall not make any other representations or assurances to the
Customer save and except what is communicated to them in writing by the Company.
Otherwise the company shall disown any such assurance given by the channel partner
or their sub brokers or associates or employees.

8.2 The Channel Partner or its sub-broker shall not give/pay/pass on any part of the
Commission/ Service Fees to the Customer, directly or indirectly.

8.3 The Channel Partner shall not use the marketing collaterals provided by the company
for any purpose save and except as per the terms and conditions of this Agreement.

8.4 The Channel Partner shall not sell any unit lower than the Sale Price and shall not offer
any scheme to the Customer save and except if the same is offered by the Company at
that point of time.

8.5 Confidentiality: The Channel Partner shall ensure that all terms & conditions of this
Agreement, Unit sales agreement terms, sales policies, Project details, marketing
strategies, advertising strategies, business policies and business plans are, unless in the
public domain, are the proprietary and confidential information of the Company. The
Channel Partner shall keep all such information to which he is privy or which is made
available to him or to which he has access either directly or indirectly, confidential and
shall not disclose such information to any third party. This obligation shall survive even
after the termination of this Agreement.

8.6 The Channel Partner should use the name of the Company in most diligent manner as
this Agreement does not give the Channel Partner the right to use the name, logo,
trademark, copyright, marketing brochure of the company, advertising material or any
other creative material of the Company whether legally registered or not (and shall
always be the property of the Company) except and under the restrictions and terms of
use as per this Agreement and until the tenure of this Agreement. The Channel Partner

____________ ____________________
Company Channel Partner

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 shall hand over all the aforesaid material made available to him during the tenure of this
Agreement at the end/termination of this Agreement.

8.7 The Channel Partners may use the words “____________________” or

“_____________________” (hereinafter referred to as “the said words”) on their
business cards, website, and advertising material until the tenure of this Agreement to
indicate the Company’s relationship with the Channel Partner. The use of the said words
by the Channel Partner does not create any Partnership or Agency or Employer –
Employee relationship between the Parties. The Channel Partner hereby agrees,
confirms and declares that they shall not misuse or obtain undue advantage of the
above words and shall use the same strictly for the marketing of the Projects.

8.8 The Channel Partner shall ensure that there is no violation of any other applicable laws
in force including Prevention of Money Laundering.

8.9 The Channel Partner shall not make any commitments on behalf of the Company

8.10 The Channel Partner shall endeavour to ensure that the Customer is a genuine customer
and will help the Company procure standard KYC (Know Your Client) details of the
Customer.

9. Term and Termination:

9.1 Period of Contract: This Agreement shall come into force on the Effective Date and shall
continue to be valid and in force for a period of _____ months (________ months ) from
the Effective Date i.e upto _____________. This Agreement shall be renewed as per
mutual understanding and agreement between the Parties.

9.2 Mutual Termination: The Parties may discuss and mutually terminate this Agreement at
any time during the term of this Agreement by expressing the same in writing.

9.3 Automatic termination: This Agreement shall stand automatically determined and
terminated without any further reference or recourse under the following
circumstances.

____________ ____________________
Company Channel Partner

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9.3.1 If it comes to notice of the Company or its officer that The Channel Partner has
given/paid/passed on any part of the Commission/ Service Fees to the Customer,
directly or indirectly.

9.3.2 If there is a breach of confidentiality.

9.3.3 In case any of the terms and conditions of this Agreement has not been observed or any
act is found contrary to the interest of the Company or Customer of the Company

____________ ____________________
Company Channel Partner

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10. General Terms :

10.1 Nature of Agreement: There are no understandings, representations or warranties

except as expressly set forth in this Agreement and no rights are granted except as
expressly set forth in this Agreement.

10.2 Amendment: No modification or amendment of this Agreement and no waiver of any of

the terms or conditions hereof shall be valid or binding unless made in writing and duly
executed by all the Parties.

10.3 Indemnity: The Channel Partner agrees to indemnify and hereby keeps indemnified safe
and harmless the Company, its successors and assigns of from or against any and all
actions, claims, demands, disputes, liabilities, losses, costs, charges, expenses or
damages that the Company may incur or suffer as a result of any acts, deeds, omission
or any misrepresentation made by the Channel Partner while soliciting business in the
name of the Company or non-compliance by the Channel Partner with the applicable
provisions of the law in force or any third party claims.

10.4 Solicitation: The Channel Partners will not act as an agent / employee of the Company
but shall only procure and solicit business in the name of the Company and the business
so solicited or procured by the Channel Partner shall be subject to ratification / approval
by the Company. The Channel Partner agree that as long as this Agreement is in force
they shall not, directly or indirectly, whether through their Affiliates or otherwise
employ or attempt to employ or assist anyone else to employ any person who is in the
employment of the Company.

10.5 Notices: Notices as required under this Agreement shall be sent to the Company at its
Corporate office address mentioned first herein above and to the Channel Partner at the
address mentioned first herein above or such other addresses as the Parties may
designate from time to time, and shall be sent by certified or registered post with
acknowledgement due on receipt.

10.6 Projects Details of Individual Projects as mentioned in Annexure – 5.

10.7 No Employer-Employee Relationship: It is further expressly agreed that either party or
any of its holding/subsidiary/joint-venture/affiliate/group/client companies or any of

____________ ____________________
Company Channel Partner

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 their employees/officers/staff/personnel/representatives/agents shall not, under any
circumstances, be deemed to have any employer-employee relationship with the other
party or any of its employees/officers/ staff/representatives/ personnel/agents.

10.8 Non Exclusive Relationship: The parties herein hereby understand and agree that this
Agreement is non-exclusive and that Company may enter into similar agreements with
others whether or not in competition with the Channel Partner.

10.9 Distinct Identities: This Agreement is not intended to create a relationship such as a
partnership, franchise, joint venture, or agency. The Channel Partner expressly
acknowledges and agrees that the designation “Partner” as used in this Agreement, is
intended to indicate and grant upon the Channel Partner, the rights to market and
distribute the Product but is not a legal partnership, joint venture, or other legal
organization or entity. Neither Party shall act in a manner that expresses or implies a
relationship other than that of independent contractors, nor bind the other parties.

10.10 Point of Contact: The Channel Partner shall directly have contact day to day with the
Company’s dedicated channel partner manager on routine matters. Director – Sales of
the Company shall be the contact for all the policies and business related matters. In any
difference / disagreement / discomfort, the same shall be escalated to the CMD.

10.11 Force Majeure: Neither Party shall be liable to the other if, and to the extent, that the
performance or delay in performance of any of its obligations under this Agreement is
prevented, restricted, delayed or interfered with, due to the occurrence of any Force
Majeure. The Party claiming a Force Majeure shall promptly notify the other Party in
writing of such delay or failure in performance, the reason therefore, the expected
duration thereof, and its anticipated effect on the Party expected to perform as soon as
possible after the event and also keep the other Parties informed of the further
developments. The Party so affected shall use its best efforts to remedy such a cause of
non-performance.

10.12 Governing Law and Dispute Resolution (Arbitration) : This Agreement shall be governed
by laws of India. Any dispute or question which may arise in the business of the said
development of the Project in connection with any matter between the parties hereto,

____________ ____________________
Company Channel Partner

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 whether during the prevalence of this Agreement or after the termination thereof,
relating to or arising out of the business or of these presents shall, unless decided
otherwise by mutual agreement of the parties shall be referred to a common Arbitrator
to be appointed by both the groups. The arbitral proceedings shall be governed by the
provisions of the Arbitration and Conciliation Act, 1996 as modified or amended from
time to time. The arbitral proceedings shall be held in Thane/ Mumbai. The decision of
the Arbitrator shall be taken as full and final and shall be binding on the parties.

____________ ____________________
Company Channel Partner

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IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE
HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN:

SIGNED AND DELIVERED )

BY THE WITHINNAMED "COMPANY" )
)
BY THE HANDS OF MR. _____________, CHAIRMAN )
AND MANAGING DIRECTOR Vide Resolution dated
________________for and on behalf of __________
Group of Companies (Project Companies)

WITNESS:
Name:
Address:

SIGNED AND DELIVERED )

BY THE WITHINNAMED "CHANNEL PARTNER" )
___________________________________ )
BY THE HAND OF MR.___________ )

WITNESS:
Name:
Address:

____________ ____________________
Company Channel Partner

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 ANNEXURE - 1
Details of Channel Partner

Name of Firm : ________________________

Name of Individual (if No firm) : ________________________

Permanent Address : ________________________

Address for communication : ________________________

Represented By : ________________________

Land Line Number : ________________________

Cell Number : ________________________

Email Address : ________________________

Website URL : ________________________

PAN Card Number : ________________________

Aadhar Card : ________________________

Service Tax Number : ________________________

Channel partner registration No. : ________________________

Any other:
Name : ________________________

Organisation : ________________________

Designation : ________________________

Land Line Number (Office) : ________________________

Land Line Number (Home) : ________________________

Cell Number : ________________________

Place : ________________________

____________ ____________________
Company Channel Partner

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____________ ____________________
Company Channel Partner

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 ANNEXURE – 2
Draft Reservation Letter and List of Supporting Documents Required

1. Expression Of Interest (EOI)

2. Quotation

3. Pricing Sheet

4. Reservation confirmation Letter

5. Allotment Letter

6. Sale Agreement (FSA)

7. List of Approvals ( Part of FSA)

8. Receipts

9. Building Maintenance Contract (MC)

10. Deal Confirmation Letter with Channel Partner

All these documents are ERP generated. A draft copy of the same is enclosed herewith for
reference.

____________ ____________________
Company Channel Partner

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 ANNEXURE – 3
KYC Details

Booking Details :- To be filled:-

Project Name

Building Name/Wing

Flat No

Personal Information :- To be filled:-

Name 1

Name 2

Name 3

Date of birth

PAN No.

Aadhar No.

Contact Details To be filled:-

Communication Address

Residential address with proof (To be

mentioned on the Agreement)

Cell No.

Email ID for communication

Bank Details To be filled:-

____________ ____________________
Company Channel Partner

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 Bank Name

A/c No

A/c type

Branch address

IFSC code for RTGS

S. Supporting Documents
N
o

1 PAN card Xerox with signatures

2 Cancelled Cheque(Please provide the cheque of the account you are intending to make
the payments from, please put a cross across the cheque)

3 Passport size photos

4 Residential Address proof(Electricity, MTNL, Passport, Voters ID)

Note :  Please provide the above details for all the parties, in case of joint ownership.

____________ ____________________
Company Channel Partner

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 ANNEXURE – 4
Sales Target

FMT

FMT1 = October to December 2016 quarter -1 (_____) Units, _____ sq.ft.

FMT2 = January to March 2017 quarter -2 (_____) Units, ______ sq.ft

FMT3 = April to June 2017 quarter -3 (_____) Units, ______ sq.ft

FMT4 = July to September 2017 quarter-4 (_____) Units_____ sq.ft

AT

AT = (_____) Units, ____ sq.ft

The Channel Partner has taken a choice to select the following as his target segment as a
preference.

1. The prospective Customer to be resident in the following geographic locations:

 [General- Across World]

2. Product to be sold:

 [Across all Projects]

____________ ____________________
Company Channel Partner

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