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1. Each of the following shall be a Distributor’s Remediable Event:—

The occurrence of any of the following:—

(i) The marketing of the products by Distributor outside the Territory in violation of this Agreement.

(ii) The selling of any product by Distributor with respect to which it has received a notice of recall as per clause 11 of this Agreement.

(iii) The conviction of Distributor or a Controlling Entity for a felony of a type which, in the reasonable judgement of the Company, may adversely affect sales of the products or the goodwill of the Company or of Gucci.

(iv) Distributor ceasing, without the prior written consent of the Company, to purchase and sell any of the products.

(v) Occurrence of a control change without the prior written consent of the Company.

(vi) Any breach by Distributor of any of its obligations under this Agreement, or any other material breach of this Agreement by Distributor.

(vii) Failure by Distributor to provide the requested documentation as listed in section 13 within ... days of written notice from the Company that such reports are due;

(viii) Any of Distributor’s representations and warranties, after the effective date, being or becoming untrue;

Procedure upon Distributor’s Remediable Events:

Upon the occurrence of any Distributor’s Remediable Event, the following procedure shall apply:

(a) The Company may give a notice (the “Cure Notice”) to Distributor, specifying Distributor’s Remediable Event giving rise to such Cure Notice, and the date by which Distributor is required to cure Distributor’s Remediable Event, which date shall not be less than 10 days after the date of such notice;

(b) During the period of 10 days (or such longer period set forth in the Termination Notice or as the Parties may agree to in writing) following the giving of such Cure Notice (“Cure Period”), Distributor shall make all efforts to cure such Distributor’s Remediable Event, and the Parties shall consult as to what steps shall be taken with a view to mitigating or remedying the consequences of such Event having regard to all circumstances.

Distributor’s Non-Remediable Events:

1. Each of the following Events shall be a Distributor’s Non-Remediable Event:—

The occurrence of any of the following:

(i) If, on the expiry of the Cure Period referred to in clause ……(b), unless the Parties shall have otherwise agreed in writing, the Event giving rise to the Cure Notice shall not have been occured;

(ii) The passing of a resolution for the bankruptcy, insolvency, winding up, liquidation or other similar proceedings;

(iii) The appointment of a trustee, liquidator, custodian, provisional manager or similar person in a proceeding referred to in clause (i) above, which appointment has not been set aside or stayed within (60) days of such appointment;

(iv) The making by a court having jurisdiction of an order of winding up or otherwise confirming the bankruptcy or insolvency of Distributor which order has not been set aside or stayed within 60 days;

(v) The transfer, assignment, sharing or division by Distributor of any or all of its rights, duties and/or benefits under this Agreement in breach of its terms;

(vi) Distributor engaging in any fraudulent conduct in its dealings with the Company or Gucci, including, but not limited to, offering for sale any imitation of the Products or merchandise infringing any of the Gucci Marks, or purchasing the products from any source other than the Company or Gucci;

(vii) Any of Distributor’s representations and warranties, on or before the effective date, being untrue;

(viii) Distributor knowingly or wilfully causing damage to the Gucci Image, the Gucci Marks and/or the goodwill associated therewith;

(ix) Distributor engaging in practices of transhipping;

(x) Failure by Distributor to pay any amount, including, but not limited to, any amount for purchases of products within ten (10) days of written Notice

from the Company that such payment is due in accordance with the terms of this Agreement.

Termination upon Distributor Non-Remediable Events:

Upon the occurrence of any Distributor’s Non-Remediable Event, the following procedure shall apply:

(a) The Company may give a notice (the “Termination Notice”) to Distributor, specifying Distributor’s Non-Remediable Event giving rise to such Termination Notice, and the date on which the Company proposes to terminate this Agreement, which date shall not be less than 10 days after the date of such notice;

(b) at any time after the expiry of the period referred to in clause (a) ……

above, unless the parties shall have otherwise agreed in writing, the Company may terminate the Agreement:

Provided, however, that for any Distributor’s Remediable Event which continues beyond the Cure Period, the Company or Gucci may, in lieu of terminating this entire Agreement in accordance with clause (b) ………… above, terminate the portion of this Agreement granting Distributor the exclusive rights to sell the products listed in Schedule 1 in the Territory for the Term.

Termination Other than upon Distributor’s Non-Remediable Events:

1. Termination in the Event of Force Majeure.—If any Event of Force Majeure prevents, or the Parties agree that such an Event of Force Majeure will prevent, Distributor from fulfilling its obligations under this Agreement for a continuous period of more than six (6) months; either Party may terminate this Agreement upon twenty eight (28) days prior written notice to the other Party.

2. Termination for Convenience: The Company may terminate this Agreement at any time by giving not less than thirty (30) days notice thereof to Distributor.

Force Majeure

1. An “Event of Force Majeure” shall mean any circumstance not within the reasonable control, directly or indirectly, of the Party affected, but only if and to the extent that:

(i) such circumstances, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Party.

(ii) such Event materially adversely affects (in cost and/or time) the ability of the party to perform its obligations under the Agreement, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such Event on its ability to perform its obligations under the Agreement and to mitigate the consequences thereof, and

(iii) such Event is not the direct or indirect result of the failure of such Party to perform any of its obligations under this Agreement.

Subject to the foregoing, the Events of Force Majeure shall include:

(a) wars, invasions, acts of foreign enemies;

(b) revolutions, riots, civil commotion, insurrection, rebellion or sabotage;

(c) explosions, major fires, floods, earthquakes or other exceptional natural calamities and exceptional acts of God;

(d) the adoption, enactment or application to either Party of any legal requirements of any Government instrumentality of India not existing or not applicable to such Party on the date hereof or any change in any such legal requirements or the application or interpretation thereof by a governmental instrumentality of India after the date hereof, but not including any such legal requirements or application or interpretation thereof in existence at such date which by its terms became or will be effective and applicable to either Party after such date.

2. Relief under this clause shall not be given unless the Party intending to claim relief has, by notice to the other Party within 10 days of becoming aware of an Event of Force Majeure or if later, within 10 days of an Event of Force Majeure having an effect upon the performance of such Party’s obligations under this Agreement, inform the other Party that it desires to claim relief under this clause. Such notice shall include such relevant information as is available, including without limitation, a description of the Event and the date of its occurrence, the effect of such Event upon the performance of such Party’s obligations, the expected duration of such Event of Force Majeure and its effects and the actions it is taking in order to comply with this clause

3. As soon as, practicable after the occurrence of an Event of Force Majeure, the Party affected shall:

(a) use its best endeavours to prevent and reduce to a minimum and mitigate the effects of the Event of Force Majeure, including where appropriate and without limitation by having recourse to alternate acceptable sources of services, equipment and materials; and

(b) use its best endeavours to perform its obligations to the maximum extent practicable. Relief under this clause ………… shall cease to be available to a Party if it fails to use such best endeavours.

4. Subject to clauses 2 and 3, either Party shall be relieved from liability and shall not be construed to be in default in respect of any obligation hereunder to the extent that and for so long as the failure to perform such obligation shall be due to an Event of Force Majeure.

5. If an Event of Force Majeure has occurred that results in delay of the obligations of the Parties, in excess of three (3) months, the Parties may, at the option of the Company, enter into good faith negotiations regarding adjustments of the terms of this Agreement. If any Event of Force Majeure prevents, or the Parties agree that such an Event of Force Majeure will prevent, Distributor from fulfilling its obligations under this Agreement for a continuous period of more than six (6) months; either Party may terminate this Agreement in accordance with the provisions of this Agreement.

Arbitration

All disputes, controversies and/or claims arising out of or in relation to or in connection with this Agreement, or the breach, termination or validity hereof, shall be settled by an arbitral tribunal (the “Tribunal”) in accordance with the International Rules of the ... Chamber of Commerce as in force at the time such arbitration is commenced (the “Arbitration Rules”). The seat of the arbitration shall be in ... and the number of arbitrators shall be three. The Parties shall appoint one arbitrator each, who shall then jointly appoint a third arbitrator. The third arbitrator shall act as the Chairman of the Tribunal. The language of the arbitration proceedings, and of the award, shall be English. The decision of the Tribunal shall be final and binding on the Parties.

Miscellaneous

1. Languages and measures.—This Agreement is being executed and delivered in the English language and all modifications, amendments, waivers of any provisions of this Agreement, all documents, notices and communications between the Parties under this Agreement shall be in the English language. The metric system of measurement shall be exclusively used in this Agreement.

2. Severability of provisions.—The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Agreement shall not affect or impair the validity, legality or enforceability of the remaining provisions of this Agreement.

3. Waiver.—Save where this Agreement otherwise expressly provides, neither Party shall be deemed to have waived any right under this Agreement, unless such Party shall have delivered to the other Party a written waiver signed by an authorised officer of such waiving Party. No failure or delay in exercising any right, power or remedy under this Agreement shall operate as a waiver, default or acquiescence thereof, nor shall any single or partial exercise of any right, power or remedy preclude the exercise of any other or further exercise of the same.

4. Amendments and modifications.—This Agreement may only be amended or modified by a written instrument signed by each of the Parties.

5. Further Acts and assurances.—Each of the Parties agree to execute and deliver all such further instruments, and to do and perform all such further acts and things, as shall be necessary or convenient to carry out the provisions of this Agreement.

6. Expenses.—Each Party shall pay its own costs and expenses (including without limitation the fees and expenses of its agents, representatives, advisors, counsel and accountants) necessary for the negotiation, preparation, execution, delivery, performance of and compliance with this Agreement.

7. No partnership or agency.—Nothing contained in this Agreement shall or shall be deemed to create an agency, association, trust, partnership, or joint venture or impose or create an agency relationship, trust or partnership duty, obligation, or liability on or with regard to either Party.

8. Compliance with laws.—In the performance of their obligations under this Agreement, the Parties shall, and shall cause their respective affiliates, officers, directors, agents and employees, to comply strictly with all applicable laws.

CONSULTANT’S NON-DISCLOSURE & NON-COMPETE AGREEMENT This CONSULTANT’S NON-DISCLOSURE & NON-COMPETE AGREEMENT has been entered into this day of ... 20... by and

BETWEEN

Alphacare Limited., an Indian firm having its registered offices at ...(hereinafter called “Alphacare” which expression unless repugnant to the context shall mean and include its subsidiaries, and its successors and assigns)

AND

..., a Consultant of Alphacare and residing at ..., (hereinafter referred to as “Consultant” which expression unless repugnant to the context shall include all beneficiaries of the said Consultant)

1. Definitions

Consultant.—Consultant shall mean an independent individual not being an employee of Alphacare, who is an appointed distributor and meets criteria set out by Alphacare to qualify for the leadership Seminar. The term Consultant shall also be inclusive of the terms “Gold Achiever”, “Star director”, President Star Consultant, Consultants who qualified for the preceding years Seminar and have achieved one level higher than the preceding qualifying standard. Alphacare shall be the final quantifier of the aforesaid terms as are exhaustively detailed in ANNEXURE A.

Confidential Information.—Confidential Information means the database in print and/or electronic form, Trade secrets, literature, training methods, Marketing methods and other proprietary information whether affixed or demonstrated and/or divulged/disclosed/forwarded in print and or electronic form to all Consultants, Star Directors and other Consultants who become such under terms created by Alphacare, also as used in this Agreement, the term “Confidential Information”

means (i) the terms and conditions of this Agreement inclusive of but not limited to any other prior confidentiality Agreement whether explicit or implied, that is subsisting on the date of this Agreement; (ii) Alphacare’s trade secrets, proprietary Information, business plans, strategies, methods and/or practices; and (iii) any other information relating to Alphacare or its business that is not generally known to the public, including but not limited to information about Alphacare’s personnel, products, formulations, customers, marketing strategies, services or future business plans.

WHEREAS,

a. Consultant during his/her normal course of business has upon achieving targets set by Alphacare based upon its points value system and other indicia, been deemed eligible to participate in the Leadership Seminar/Cruise organized by Alphacare.

b. Certain grades of Consultants shall also be required to pay Alphacare a certain sum of Money

c. Consultant before, during and after the said seminar shall be exposed to the

Confidential Information owned by Alphacare either in its disembodied form or in the form of a package. Alphacare treats this preparation as being in the nature of confidential information.

d. Alphacare will invest a substantial amount of monies and other efforts upon the Consultant during and subsequent to this seminar. Both Parties agree that such expense by Alphacare upon Consultant shall be deemed to be adequate and fair consideration in lieu of the non-disclosure and non-compete terms agreed to by the Consultant in this Agreement.

e. The unauthorised disclosure by Consultant of the said Confidential Information could expose Alphacare to irreparable harm in monetary terms as well as in terms of reputation and goodwill.

f. Alphacare thus wishes to safe guard against the wrongful or inadvertent disclosure of its confidential information.

2. Acknowledgement of Confidentiality

a. Consultant hereby acknowledges that all Confidential Information that he/

she is made privy to during his/her course of association with Alphacare are in the nature of confidential and proprietary information and protected as such.

3. Agreement Not to Disclose

a. Consultant hereby agrees that he/she shall hold in confidence and hereby agrees that he/she shall not use, commercialize or disclose except under terms of association of Alphacare and only at the specific behest of Alphacare, any Confidential Information to any person or entity, or else under provision governed by this memorandum. Alphacare may provide such approval in writing.

b. Even upon termination of his/her association with Alphacare, Consultant undertakes not to make use of the Confidential Information in his/her business, or provide the same to third parties in pursuance of their business whether in the role of a Consultant or employee. Consultant undertakes to use at least the same degree of care in safeguarding the Confidential Information as he/she uses or would use in safeguarding his/her own Confidential Information, and shall take all steps necessary to protect the Confidential Information from unauthorized or inadvertent disclosure.

c. Consultant undertakes to surrender all material print based or in electronic form comprising the Confidential Information to Alphacare. Any material owned by Alphacare, in the possession of Consultant shall be deemed to be a breach of this Agreement and shall make the Consultant liable to the full extent of the Law.

4. Remedies for Breach of Confidentiality

a. Consultant agrees and acknowledges that any disclosure, advertent or inadvertent, of any Confidential Information prohibited herein or any breach of the provisions herein may result in irreparable injury and damage to Alphacare which will not be adequately compensatable in monetary damages, that Alphacare will have no adequate remedy at law therefor, and that Alphacare may, in addition to all other remedies available to it at law or in equity, obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect Alphacare against, or on account of, any breach by

the Consultant, ex-Consultant of the provisions contained herein, and Consultant agrees to reimburse the reasonable legal fees and other costs incurred by Alphacare in enforcing the provisions of this Agreement.

5. Non-compete

a. Consultant inclusive of his/ her direct beneficiaries in business, interest and title in recognition of the disclosure of confidential and proprietary information owned by Alphacare hereby agrees not to directly or indirectly compete with the business of Alphacare and its successors and assigns during the term of the association of the Consultant with Alphacare and for a period of Three Years following the expiration or termination of this contract and notwithstanding the cause or reason for termination.

6. Jurisdiction

a. Any action arising out of or pertaining to this Agreement shall be initiated and maintained in a court of competent jurisdiction at the High Court of ...

7. Term

This Agreement shall subsist during the course for Consultant’s association with Alphacare as well as for a period of three years thereafter.

8. General Provision

a. This document constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral.

b. This Agreement is expressly limited to its terms and may be modified or amended only by writing, signed by both parties.

c. Neither this Agreement nor any rights or obligations inherent in Alphacare’s confidential information, know-how, trade secrets and other property and intellectual property hereunder may be transferred or assigned without Alphacare’s written consent respectively. Any attempt to the contrary shall be void.

c. Neither this Agreement nor any rights or obligations inherent in Alphacare’s confidential information, know-how, trade secrets and other property and intellectual property hereunder may be transferred or assigned without Alphacare’s written consent respectively. Any attempt to the contrary shall be void.