AGENCY CUM DISTRIBUTOR AGREEMENT

This Agreement is made on 10th October, 2022 (the “Effective date”) between:

, a company registered under the laws of India, having its registered office at The Executive
Zone, Shaki Tower- 1, GF, 766 Anna Salai, Chennai, Tamil Nadu- 600002, India, (“SEC 64”
which expression shall unless otherwise provided include its successors in interest and
permitted assigns hereinafter called as the “Principal”)

and Regional Telecom & Engineering Services WLL, a company incorporated under the laws of
Qatar with its principal place of business at -----------------------------------------(“RTES” which
expression shall unless otherwise provided include its successors in interest and permitted
assigns hereinafter called as the “Agent/Distributor”)

Background

WHEREAS the PRINCIPAL engaged in execution of turnkey IT and Public Security projects
wishes to participate in forthcoming opportunities/tenders for Organizations/Companies,
Ministries in Qatar (hereinafter called as WORK) and are desirous of appointing as AGENT
CUM DISTRIBUTORto act on their behalf for the WORK.

AND WHEREAS THE AGENT CUM DISTRIBUTORis having successful business in Qatar and
is willing to represent the PRINCIPAL and is willing to extend the full support to the PRINCIPAL
in securing WORK.

Agreement

NOW, THIS AGREEMENT WITHNESSETH AS FOLLOWS:

1. The PRINCIPAL hereby appoints the aforesaid Regional Technologies & Engineering
WLL as their AGENT CUM DISTRIBUTOR for the above WORK in State of Qatar. This
agreement shall be effective from the date of signing and shall remain in force for a period
of 2 (Two) Years from the date of signing by both parties or till the completion of any work
awarded under this agreement and receipt of all dues and release of all guarantees of the
Principal or AGENT from its client arising out of such works (Hereinafter called the
CLIENT), whichever is later.

2. Duties and Obligations as AGENT CUM DISTRIBUTOR

2.1 The AGENT shall maintain proper contact and liaison with the client and use his best
endeavour to promote the business interests of the PRINCIPAL for the WORK.

2.2 The agent shall responsible to appoint dealers/resellers to expand the market share with the
consent from PRINCIPAL. In such case mail, fax or a letter shall obtain from PRINCAPL as
a confirmation.

2.3 The AGENT shall inform the PRINCIPAL of various developments regarding submission and
consideration of the enquiries for the work and shall provide other vital information officially
available and required by PRINCIPAL from time to time for the WORK.

2.4 If for any reason, the work is not awarded to the PRINCIPAL as Prime Contractor, the
AGENT shall endeavor to secure work for the PRINCIPAL on a sub contract basis from
the successful Prime Contractor.
2.5 The AGENT shall keep the PRINCIPAL completely informed about the local terms,
customs, laws, regulations and rules and take steps and assist the PRINCIPAL in complying
with them.

2.6 The AGENT shall assist and guide the PRINCIPAL and make his best efforts in dealing with
the proper authorities in respect of the successful completion of the work.

2.7 The AGENT shall assist the PRINCIPAL in negotiations and realization of any concessions,
facilities and assistance not covered specifically by an agreement with the CLIENT but likely
to have bearing on the discharge of the PRINCIPAL’s obligations efficiently, economically
and promptly.

2.8 The Agent shall assist in expeditious realization of dues and release of guarantees of the
PRINCIPAL after due discharge of the latter’s responsibilities.

2.9 The AGENT shall assist, guide and help in all matters of settlement of disputes either with
the client or with other parties associated with or in connection with the WORK.

2.10The AGENT shall keep confidential all information received from and/ or for the PRINCIPAL
during the validity period of the agreement and thereafter for further period of 3 Years.

2.11After the completion of the contract and during the guarantee period, the AGENT shall pass
on any complaint of the CLIENT to the PRINCIPAL and shall liaise in resolving the same.

2.12The AGENT shall also assist in arranging personal discussions between PRINCIPAL’s
representatives and CLIENT to obtain clarifications in respect of tender/offer, bids/bills,
claim, etc.

2.13The AGENT shall not, during the period of the agreement, take up representation of any
other IT firm in Qatar for work mentioned in the Agreement.

2.14The AGENT shall take care of maintenance, repair and stores stocking obligations on
behalf of the PRINCIPAL. All cost shall be borne b the PRINCIPAL in this regard.

2.15The AGENT shall assist the PRINCIPAL in obtaining the Visa for its staff, employees,
representatives, etc. At the request of the PRINCIPAL, the AGENT shall support for Visas,
Work permits and other related matters.

2.16The AGENT shall be reimbursed by the PRINCIPAL for actual expenses with a minimum
service charges by considering the administration cost and other expense if any, incurred in
this connection which shall be duly supported by an invoice.

2.17It is expressly agreed by the AGENT that is no circumstances shall the AGENT transfer his
rights and interests under this agreement and/or assign the same to any other person.

2.18The AGENT shall allow sharing of his office by PRINCIPAL along with basic facilities of
Telephone, Fax, P.O. Box 2062, Photocopier, Electricity, etc. against charges, which can
be mutually agreed.
3 Duties and Obligations of the PRINCIPAL

3.1 The PRINCIPAL shall give exclusivity to the Agent cum Distributor for promoting Products
and services within the Territory. The PRINCIPAL shall also try its best to protect the Agent
cum Distributor’s interest by routing its business through the Agent cum Distributor for
customers introduced by the Agent/Distributor.

3.2. The PRINCIPAL shall support The Agent cum Distributor in its activities, and if the
PRINCIPAL deems in its own judgment appropriate, the PRINCIPAL shall provide
necessary expertise to customers in the Territory and shall provide, as far as available,
some related information, documents (drawings, descriptions and so on), and samples of
the Products to the Agent/Distributor. The PRINCIPAL shall provide free of cost, the
samples, product catalogues, literature to the Agent/Distributor.

3.3. The PRINCIPAL may take out and maintain product and services liability like performance
bond, insurance and such other insurance as the PRINCIPAL may reasonably deem fit in
respect of the Products and services.

3.4. The PRINCIPAL shall, provide technical assistance to the Agent cum Distributor and its
customers, if requested by the Agent cum Distributor, for the proper use and knowledge of
the Products and Services.
3.5. The PRINCIPAL reserves the right to incur expenses and get the same adjusted against
the AGENT’s commission to the extent the AGENT fails in fulfilling his obligation under the
terms and conditions under this agreement.

4. Delivery as Distributor Criteria.

4.1 The Agent Cum Distributor shall collect the orders from the customers in the Territory.
Sale of the products and services will be between the PRINCIPAL and DISTRIBUTOR
as per the lead time and other terms which should be mutually agreed before submitting
an offer to end user from DISTRIBUTOR .

4.2 PRINCIPAL will not be responsible for commitments made by the Agent cum Distributor
to its end customers UNLESS if its agreed by the PRINCIPAL in writing . All the
business inquiries shall be forwarded by the Agent cum Distributor to the PRINCIPAL
and all the representations as regards price, the required delivery dates, and the method
of delivery to the Sales Territory made by the Agent cum Distributor to the customer
shall be authorized in writing by the PRINCIPAL.

4.3 PRINCIPAL obliged to bring the right pricing to secure the WORK and DISTRIBUTOR
shall be discussed about the costing and learn the advice from the PRINCIPAL for
recommended margin with the before participating in a tender or submitting an offer.

4.4 Where the DISTRIBUTOR is required to submit bank guarantee in accordance with the
terms and conditions of tenders/work taken up by them, the AGENT CUM
DISTRIBUTOR shall be claimed back to back guarantee from PRINCIPAL.

5. Delivery as Agency Criteria.

 5.1 The PRINCIPAL shall collect the orders from the customers in the Territory. Sale of the
products will be between the PRINCIPAL and the customer and the DISTRIBUTOR will not
be responsible for commitments made by the PRINCIPAL to its end customers without
informing and agreeing with AGENT cum DISTRIBUTORS. All the business progress shall
be informed by the PRINCIPAL to the AGENT CUM DISTRIBUTOR. All the
representations as regards price, the required delivery dates, and the method of delivery to
the Sales Territory made by the PRINCIPAL to the customer shall be authorized in writing
by the AGENT CUM DISTRIBUTORS.

5.2 The quotation shall be issued by the PRINCIPAL in the name of the end customer and the
end customer shall issue Purchase Order in the name of the PRINCIPAL. (PO in name of
PRINCIPAL makes this an agency agreement) Agent cum Distributor shall not execute all
Purchase Contracts with the prospects and Purchase Contracts executed between the
Agent cum Distributor and the prospects will not impose any obligation on the PRINCIPAL.
Agent cum Distributor shall receive the PRINCIPAL’s prior written approval for any special
undertaking that does not appear in the PRINCIPAL’s Purchase Contracts.

5.3 The Agent cum Distributor shall provide all RFQs, tenders, enquiries and other information
related to the market and customers in English language. If the information available is not
in English, the Agent Cum Distributor shall translate it into English at his own expense and
provide it to the PRINCIPAL.

5.4 Where the PRINCIPAL is required to submit bank guarantee in accordance with the terms
and conditions of tenders/work taken up by them, the AGENT CUM DISTRIBUTOR shall
provide all assistance, guidance and expertise in dealing with the bank towards furnishing such
Bank Guarantee.

6. Payment terms as Agency Criteria

6.1 The AGENT shall be paid by the PRINCIPAL all-inclusive commission as mentioned below
of the ---% of the value of the contract, for the WORK so as to compensate him for the
services to be rendered by him which has been specified in Article 2 (a) to (p) of this
agreement as well as follow up actions thereof. The liability of the PRINCIPAL to pay the
agency commission arises only after the contract for the work is finally procured and
advance/first payment received by the PRINCIPAL from the CLIENT:-

Up to the Value of the Contract of QAR. 2 Million ---%

Up to the value of the Contract of QAR. 3 Million to 10 Million ---%
Value of Contract QAR. 10 Million per annum and above ----%

6.2 The agreed commission shall be calculated and paid pro- rata on the net payments as and
when actually received by the PRINCIPAL from the CLIENT. The Agency Commission shall
be net of taxes and levies. VAT/Sales Tax/Turnover Tax etc.

6.3 Withholding taxes and other direct taxes as per the laws applicable in the country of the
AGENT CUM DISTRIBUTOR and to the currency wise payments shall be deducted from
the payments made to the AGENT/DISTRIBUTOR.

6.4 Bank Charges, if any, for remitting the commission shall be to the AGENT/DISTRIBUTOR’s
account.

6,5 The commission shall be paid to the AGENT CUM DISTRIBUTOR within One month of
 submission of claim/invoice by the AGENT CUM DISTRIBUTOR to the PRINCIPAL or
within one month when the payment becomes due, whichever is later.

6.6 The Agency commission can be only paid into AGENT/DISTRIBUTOR’S Bank Account No.
-------------------in Qatar National Bank.

6.7 The payment of commission to the AGENT CUM DISTRIBUTOR shall be in the same
currency, which the payments are received by the PRINCIPAL from the CLIENT.

7. Where the PRINCIPAL is required to submit bank guarantee in accordance with the terms and
conditions of tenders/work taken up by them, the AGENT CUM DISTRIBUTOR shall provide all
assistance, guidance and expertise in dealing with the bank towards furnishing such Bank
Guarantee.

8. This agreement is exclusively for the WORK mentioned.

9. Either Party shall have the right to terminate this agreement in case of the other party is
responsible for any default and non-performance of this agreement by giving thirty (30 days’
advance written notice to the other party of its intention to terminate the agreement. Both parties
can also jointly terminate this agreement by setting down in writing their intention to do so. This
agreement is deemed to have been terminated at the end of a year from the date of execution
hereof if the WORK is not awarded to the PRINCIPAL. All contractual and other pending
matters between the parties must be fully and effectively settle before the effective date of such
early termination.

10. In case any dispute or difference arises out of or in relation to this agency agreement between
the parties herein the same shall be referred to the arbitration as per rules of state of Qatar.

11. All notices, communications and correspondences between the parties shall be affected
through registered post, courier, email, fax or any other recognized mode of communication.

This AGREEMENT has been signed by authorized representatives of the PRINCIPALS and the
AGENT CUM DISTRIBUTOR under their respective seals on the day, month and year above
written.

Regional Technologies and

Engineering Services WLL

Signature

Name Sam Chemmanoor

Title Managing Director

Date

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