1

AGREEMENT (This agreement is not restricted to the said terms and conditions only) This agreement is made and executed at _______________ on this _____day of the month of___________ in the year_____

BETWEEN: M/s AIWIN COMMODITY BROKER PRIVATE LIMITED.., a Company having its Registered Office at 429/3 Royal Enclave, Annanagar, Chennai 600102. through its Directors, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include themselves, their heirs, executors, administrators and legal representatives/ its successors as the case may be, of the FIRST PART;

AND Mr./Miss/Mrs./M/s_______________________________________________________ S/o ___________________________, an individual/ a sole proprietary concern/ a partnership firm/ a body corporate, registered/ incorporated, under the provisions of the Indian Partnership Act, 1932/ The Companies Act, 1956, having his/her/ its residence at ________________________________________________________and having his/her/ its Office/ Registered Office at ______________________________________________ (hereinafter called and referred to as

Business Partner ) which expression shall, unless

repugnant to the context or meaning thereof, be deemed to mean and include his/ her heirs, executors, administrators and legal representatives/ the partners for the time being of the said firm, the survivor or survivors of them and their respective heirs, executors, administrators and legal representatives/ its successors, as the case may be, of the SECOND PART.

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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WHEREAS AIWIN COMMODITY BROKER PRIVATE LIMITED. is a member of MCX, and investment Business Partner and has plans for expanding its business and branches to serve the needs of the investors in different parts of India, and is desirous of appointing as Business Partner for managing the Branch Office of AIWIN COMMODITY BROKER PRIVATE LIMITED. to be situated at _____________________________________________________ WHEREAS AIWIN COMMODITY BROKER PRIVATE LIMITED. has agreed to appoint _______________________________ as a Business Partner on non-exclusive basis (hereinafter called "Business Partner") and the Business Partner has agreed to accept the Appointment on the terms and conditions contained in this agreement. WHEREAS the Business Partner may assign the duty to manage the Branch Office to any other individual for the smooth running of the business, subject to the approval of AIWIN COMMODITY BROKER PRIVATE LIMITED. . NOW THIS DEED WITNESSETH AS FOLLOWS:

OBJECT 1 DEFINITIONS 1.

In this deed unless the context otherwise requires: (a)

"Party" means AIWIN COMMODITY BROKER PRIVATE LIMITED. or the Business Partner, as the case may be.

(b)

"Parties" means AIWIN COMMODITY BROKER PRIVATE LIMITED. and the Business Partner.

(c)

"Designated account" means the bank account in the name of AIWIN COMMODITY BROKER PRIVATE LIMITED. in which the Business Partner will deposit any moneys that will be received by the Business Partner on behalf of AIWIN COMMODITY BROKER PRIVATE LIMITED. .

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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(d)

"Branch" means the Branch of LIMITED.

situated

AIWIN COMMODITY BROKER PRIVATE

at

______________________________

____________________ _______________________________________________________ . (e)

Client means the person, who is availing or intends to avail the services of AIWIN COMMODITY BROKER PRIVATE LIMITED. at the branch and includes a prospective client.

(f)

"Business Partner" stands for the authorised person of AIWIN COMMODITY BROKER PRIVATE LIMITED. appointed under terms of this Agreement.

Appointment on the terms and conditions contained in this agreement. WHEREAS the Business Partner may assign the duty to manage the Branch Office to any other individual for the smooth running of the business, subject to the approval of AIWIN COMMODITY BROKER PRIVATE LIMITED. . NOW THIS DEED WITNESSETH AS FOLLOWS:

OBJECT 1 DEFINITIONS 2.

In this deed unless the context otherwise requires: (a)

"Party" means AIWIN COMMODITY BROKER PRIVATE LIMITED. or the Business Partner, as the case may be.

(b)

"Parties" means AIWIN COMMODITY BROKER PRIVATE LIMITED. and the Business Partner.

(c)

"Designated account" means the bank account in the name of AIWIN COMMODITY BROKER PRIVATE LIMITED. in which the Business Partner will deposit any moneys that will be received by the Business Partner on behalf of AIWIN COMMODITY BROKER PRIVATE LIMITED. .

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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(d)

"Branch" means the Branch of LIMITED.

situated

at

AIWIN COMMODITY BROKER PRIVATE ______________________________

____________________ _______________________________________________________ . (e)

Client means the person, who is availing or intends to avail the services of AIWIN COMMODITY BROKER PRIVATE LIMITED. at the branch and includes a prospective client.

(f)

"Business Partner" stands for the authorised person of AIWIN COMMODITY BROKER PRIVATE LIMITED. appointed under terms of this Agreement.

OBJECT 2 APPOINTMENT AS BUSINESS PARTNER In Reimbursement of managing the branch the Business Partner shall be paid as per the terms and conditions contained in this agreement. AIWIN COMMODITY BROKER PRIVATE LIMITED. appoints the party of the Second Part as Business Partner to 2.

manage and operate its Branch on a non-exclusive basis for the period mentioned in OBJECT 3.

DURATION The Agreement entered into between the parties shall be executed on continuing basis and can be terminated by mutual consent of the parties by giving at least one month written notice.

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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OBJECT 4 DUTIES OF THE BUSINESS PARTNER 4.1 (a)

The Business Partner shall provide, obtain, keep and maintain the branch as follows: Adequate and suitable office space to carry out the business of commodity broking and investment.

(b)

Adequate qualified, trained and skilled employees suitable for dealing with the clients and conducting the business of the Branch.

(c)

All other infrastructure requirements, which are required for smooth running of the business.

(d)

Adequate insurance policies to cover risk against theft, robbery, misappropriation and against fire, earthquake and other natural calamities.

(e)

Services of courier, security and other agencies for the smooth running of the business. 4.2

The Business Partner shall : -

Collect margins, dues and other receivables, payable by the client to AIWIN COMMODITY BROKER PRIVATE LIMITED. as per policy, bills and financial

(a)

statement of account. In case any client fails to make the payment of AIWIN COMMODITY BROKER PRIVATE LIMITED.

dues, the same will be adjusted from the amount of

reimbursements, deposits, securities, etc of the Business Partner.The business partner shall be liable to reimburse AIWIN COMMODITY BROKER PRIVATE LIMITED. entirely for any default/ delay in the payments by any client. Reimburse AIWIN COMMODITY BROKER PRIVATE LIMITED. all expenses incurred by them for the arrangement of connectivity through Lease Line/ISDN line/or by any other mode for online trading and client enquiry as per the terms of this agreement , or Arrangement of connectivity through

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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Lease Line/ISDN line/or by any other mode at its own cost for online trading and client enquiry. (c)

Shall furnish irrevocable no objection certificate in favour of

AIWIN COMMODITY

BROKER PRIVATE LIMITED. for carrying out business at branch. If the business premises do not belong to Business Partner, an appropriate legal arrangement is to be made in favour of AIWIN COMMODITY BROKER PRIVATE LIMITED. (d)

Collect deliveries, instruction slips and other forms and documents required by the client to be delivered to AIWIN COMMODITY BROKER PRIVATE LIMITED.

(e)

Deliver all the documents in original collected from a client to AIWIN COMMODITY BROKER PRIVATE LIMITED. at the earliest.

(f)

Deposit all the money received in cash or through negotiable instrument in the designated account immediately or at the most on the next working day, if the said sum is received after banking hours or on a bank holiday and make appropriate arrangement for their safe custody. The money may also be deposited to Dealing Office or Registered Office in case of need.

(g)

The Business Partner shall resolve the grievances of the client(s), which have been received against the Business Partner, within one week of its receipt and act according to the guidelines provided by AIWIN COMMODITY BROKER PRIVATE LIMITED.

(h)

Manage, supervise, control and run the business of the Branch and collect and furnish all the information required by the Head Office of AIWIN COMMODITY BROKER PRIVATE LIMITED. in the form and manner indicated and within the time specified by it.

(i)

Conduct all transactions and business in the name of AIWIN COMMODITY BROKER PRIVATE LIMITED.

(Including delivery of contract notes and other documents in

accordance with this Agreement the norms laid or instructions given by COMMODITY BROKER PRIVATE LIMITED. from time to time. (j)

Prepare and maintain record of all instructions, forms, cash, negotiable

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

AIWIN

7

instruments and transactions in relation to the business carried out at branch. (k)

Also send the report on daily basis of all instructions, forms, cash, negotiable instruments or any kind of transaction in relation to the business carried out at branch.

(l)

Serve the customers in the best possible manner and keep them satisfied with the services provided by the Branch.

(m)

Furnish such returns and reports as may be required by AIWIN COMMODITY BROKER PRIVATE LIMITED. according to the norms and instructions issued by it or which it may require at any time.

(n)

Allow AIWIN COMMODITY BROKER PRIVATE LIMITED. representative or the auditors or inspectors nominated by it or its designated employees to enter the Branch to conduct audit, inspection and for other business purposes and extend to them the fullest cooperation.

(o)

The Business Partner shall comply with the Bylaws, Rules and Regulations and circulars/ notifications issued by the MCX and FMC from time to time.

(p)

Shall comply with the laws and provisions applicable for acting as Business partner such as service tax, etc. and any liability arising on account of non – compliance with any legal laws applicable in India shall be the exclusive responsibility of Business partner. And in case any liability, legal or otherwise arises to AIWIN COMMODITY BROKER PRIVATE LIMITED., because of non-compliance of any statutory provisions, the same shall be reimbursed by business partner.

(q)

Shall ensure that all payments for securities bought by clients shall be made in the name of AIWIN COMMODITY BROKER PRIVATE LIMITED.. by way of Account Payee Cheque. The Cheque should be issued directly from the bank account belonging to the client and in no circumstances should the Business Partner obtain a payment from the client in its favour and remit the proceeds to AIWIN COMMODITY BROKER PRIVATE LIMITED.

(r)

As is the case with funds, all securities which are sold by the clients in dematerialized form should be delivered to the exchange in accordance with

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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the settle e t dire tl fro

les. “hares should e delivered to the Me

the spe ified lie t’s a ou t a d ot fro

Similarly, shares purchased will be delivered dire tl

er’s pool a ou t

a third part a ou t. to the lie t’s de-mat

account (to be identified at the time of registration) and not to any other de-mat a ou t or to the Fra hisee’s de-mat account. OBJECT 5 NO COMPETITION 5.

The Business Partner or any of its directors shall not during the subsistence of this agreement or within six months of its termination or expiry, enter into a contract with other persons for any services identical or similar to the services provided by AIWIN COMMODITY BROKER PRIVATE LIMITED. , without the prior approval of IDOL MULTI COMMODITY PRIVATE LIMITED. .

OBJECT 6 INDEMNITY 6. The Business partner is fully responsible for the discharge of obligations of the clients and hereby authorizes AIWIN COMMODITY BROKER PRIVATE LIMITED. to adjust, in case of the failure of the client to pay, any dues including Brokerage and other charges payable to the Business Partner. In case of any shortfall, the Business Partner undertakes to clear such shortfall within 24 hours from the time AIWIN COMMODITY BROKER PRIVATE LIMITED. intimates the Business Partner of such shortfall. Explanation: For the purpose of this Agreement the term Dues of Client shall include the amount of monies payable by the client including, but not limited to, the purchase price of the Securities, auction debit, Brokerage, Margin money, Service Tax, Auction Debits and Charges, Services Charges, depository charges, interest charges and other amounts payable by the Client to AIWIN COMMODITY BROKER PRIVATE LIMITED. .

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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The Business Partner agrees to fully indemnify AIWIN COMMODITY BROKER PRIVATE LIMITED against any losses that AIWIN COMMODITY BROKER PRIVATE LIMITED may incur on account of the clients not meeting their obligations to AIWIN COMMODITY BROKER PRIVATE LIMITED. The shares and securities given by the Business Partner can be sold by AIWIN COMMODITY BROKER PRIVATE LIMITED. at any point of time without any reference to the business partner for meeting the obligations of clients in case of their default/ delay. OBJECT 7 RESPONSIBILITIES AND LIABILITIES OF THE BUSINESS PARTNER 7.1

The Business Partner shall be liable to – (a)

To maintain and incur all expenses required to be incurred at Branch for smooth running of its Business (like Salaries, Telephone, Lease Line charges, electricity, rent etc.)

7.2

The Business Partner shall indemnify and keep AIWIN COMMODITY BROKER PRIVATE LIMITED. harmless from any claims, actions, proceeding, losses, damages, cost, charges and expenses which may be brought or commenced against IDOL MULTI COMMODITY PRIVATE LIMITED. for any act or transaction that has come through or is related to the business transacted at the Branch. OBJECT 8 DUTIES OF AIWIN COMMODITY BROKER PRIVATE LIMITED.

8.1

AIWIN COMMODITY BROKER PRIVATE LIMITED. shall (a) Provide all necessary assistance that may be required to conduct the operations of the Branch in a customer friendly and efficient manner. (b) Make pay outs of securities and funds to the clients. (c) Provide the required stationery and other accessories for the smooth running of the Branch and will upgrade the trading software, as may be necessary from time to time. (d) Provide information, instructions and guidance conducive to the efficient running of the Branch and answer all queries from the Branch.

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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OBJECT 9 WORKING OF THE BRANCH 9.1

All transactions at the Branch shall be done or carried out by the Business Partner in the name and style of AIWIN COMMODITY BROKER PRIVATE LIMITED. and contract notes shall be delivered accordingly.

9.2

All the deliveries, pay in and pay outs shall be made in accordance with the regulations, instructions and guidelines issued by the Exchanges and the concerned Regulatory Authorities.

9.3

AIWIN COMMODITY BROKER PRIVATE LIMITED. shall give standing instructions to the Business Partner describing the manner in which the business of the Branch shall be conducted and shall from time to time revise and update the instructions.

9.4

The Business Partner shall not carry on promotional activities including advertisements or present AIWIN COMMODITY BROKER PRIVATE LIMITED. in any way what so ever, without the prior approval of AIWIN COMMODITY BROKER PRIVATE LIMITED. .

9.5

AIWIN COMMODITY BROKER PRIVATE LIMITED.

shall allot a code number to the

Business Partner which shall be used by it in all correspondences. 9.6

The Business Partner shall ensure that their trading operators shall pass the Stock E ha ge’s Certifi atio i Capital Markets (NCFM) test for Trading in order to conform to the Rules set by any regulatory authority within 15 Days from the date of this agreement. Trading of the branch will be allowed only after passing the NCFM tests.

9.7

The Business Partner shall be liable for any penalty levied on AIWIN COMMODITY BROKER PRIVATE LIMITED. for non-compliance of clause 9.6. OBJECT 10 REIMBURSEMENT TO BUSINESS PARTNER

10.1

AIWIN COMMODITY BROKER PRIVATE LIMITED. will charge the brokerage from the clients directly and reimburse the agreed incentive to the Business partner depending upon the business of the clients deducting Service Tax and any other charges which may be levied in future, to be calculated as per Annexure A AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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10.2

The Business Partner shall be paid Reimbursement calculated on monthly basis as per OBJECT 11. OBJECT 11 PAYMENT OF REIMBURSEMENT

11.1

Business Partner is required to submit the Reimbursement Invoice monthly for each division separately containing Client Account Number, Name of the client, Total Business, and Amount of Reimbursement.

11.2

At the end of every calendar month AIWIN COMMODITY BROKER PRIVATE LIMITED.

shall, on verification will clear the Reimbursement invoice submitted as per clause 11.1 and Reimbursement will be paid (After Deduction of TDS) within 15 days of receipt of complete invoice. 11.3

The Reimbursement shall be paid under clause 11.2 after withholding the 20% of the Reimbursement to meet out any contingency as mentioned in clause no 7.2 of this

agreement and shall be released after expiry of 90 days from the end of the month to which the Reimbursement belongs after the adjustment if any if needed. OBJECT 12 ASSIGNMENT AND CHANGE IN THE CONSTITUTION The Business Partner shall not assign this agreement or make any change in its constitution except with the prior written approval of AIWIN COMMODITY BROKER PRIVATE LIMITED. . OBJECT 13 INSPECTION AND AUDIT 13.1

AIWIN COMMODITY BROKER PRIVATE LIMITED. shall make arrangement for monthly or quarterly internal audit of the Branch and the Business Partner shall lend full cooperation to the Auditor to enable it to conduct the audits in an efficient and time bound manner.

13.2

AIWIN COMMODITY BROKER PRIVATE LIMITED. may conduct inspection of the Branch on monthly or quarterly basis.

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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13.3

The Business Partner shall pay heed to the audit and inspection reports and shall carry out the suggestions and changes made by AIWIN COMMODITY BROKER PRIVATE LIMITED. in the light of the above reports.

AIWIN COMMODITY BROKER PRIVATE LIMITED. may conduct special audit and inspection at any time whenever it deems necessary or expedient to do so and for 13.4

that purpose and for the purpose of inspection shall have the right to enter the Branch and to peruse and inspect the registers, documents and records in the computer or which are digitised or in any other form and may take copies or extracts from such documents or records.

13.4.1 In case AIWIN COMMODITY BROKER PRIVATE LIMITED. suggests to the Business Partner to upgrade the existing infrastructure the Business Partner shall promptly comply and carry on the upgradation to the satisfaction of AIWIN COMMODITY BROKER PRIVATE LIMITED. . 13.5

On failure of the Business Partner to carry on the upgrading AIWIN COMMODITY BROKER PRIVATE LIMITED. may upgrade the infrastructure and deduct the expenses and cost from the Reimbursement payable to the Business Partner. OBJECT 14 CONFIDENTIALITY

14.1

The Business Partner agrees that all tangible and intangible information received, gained, obtained, developed or disclosed including all documents, data, applications, negotiable instruments, papers and statements and any business or customer information and trade secrets of the AIWIN COMMODITY BROKER PRIVATE LIMITED. , relating to its business practices or critical to its competitive position in the market place in connection with the performance of this agreement as deemed by AIWIN COMMODITY BROKER PRIVATE LIMITED. shall be kept confidential

("Hereinafter referred to as the "Confidential Information"). 14.2

Use of the Confidential Information is subject to the discretion of and authority of AIWIN COMMODITY BROKER PRIVATE LIMITED. and that the Business Partner shall ensure that the Confidential Information is not used or permitted to be used in any manner AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

13

incompatible or inconsistent with that authorised by

AIWIN COMMODITY BROKER

PRIVATE LIMITED. even after the term of this agreement and that the Business Partner shall be responsible and accountable for any act or deed done to the contrary and agrees to indemnify AIWIN COMMODITY BROKER PRIVATE LIMITED. for any loss or damage that may be caused to or suffered by AIWIN COMMODITY BROKER PRIVATE LIMITED. . On the expiry or termination of this Agreement, the Business Partner shall hand over or cause to be handed over all the Confidential Information, relevant documents and all other related materials in its possession to AIWIN COMMODITY BROKER PRIVATE LIMITED. . 14.3

The Business Partner shall safeguard the Confidential Information and take all the necessary action to protect it against misuse, loss destruction, alterations or deletions thereof.

14.4

In the event of a breach or threatened breach by the Business Partner of the aforesaid clause, monetary damages may not be an adequate remedy; therefore, AIWIN COMMODITY BROKER PRIVATE LIMITED. shall be entitled to injunctive relief to restrain the Business Partner from any such breach, threatened or actual.

14.5

This OBJECT will remain in force even after termination or expiry of this agreement. OBJECT 15 TERMINATION

15.1

This Agreement may be terminated by either party without assigning any reasons by serving notice on the other party that the Agreement shall stand terminated on the expiry of 60 days(sixty days) from the date of receipt of the notice by the other party.

15.2

All the stationary and other accessories provided by AIWIN COMMODITY BROKER PRIVATE LIMITED. or printed by the Business Partner is the property of AIWIN COMMODITY BROKER PRIVATE LIMITED. and the Business Partner shall return it to

AIWIN COMMODITY BROKER PRIVATE LIMITED. on termination or expiry of this agreement. 15.3

The entire documents and data base are property of AIWIN COMMODITY BROKER PRIVATE LIMITED. and will be treated with utmost confidentiality and shall be returned AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

14

to AIWIN COMMODITY BROKER PRIVATE LIMITED. on the termination of this Agreement. 15.4

Business Partner shall stop using the stationery and other accessories containing logo and name of AIWIN COMMODITY BROKER PRIVATE LIMITED. or in any way holds out that the services are being provided by AIWIN COMMODITY BROKER PRIVATE LIMITED. after termination or expiry of this agreement.

15.5

Even after termination of the agreement by either party the Business Partner shall continue to be liable for (a) The salary, allowances and other dues payable to the employees of the Business Partner working in the Branch. (b) Compensating AIWIN COMMODITY BROKER PRIVATE LIMITED. for the losses. (c) Breach of the duty imposed by OBJECT 13. (d) Clearing all accounts and bad deliveries.

However, in case of any default on the Business Partner part or on the part of the Business Partner's personnel in carrying out the contractual obligations contained here under or with AIWIN COMMODITY BROKER PRIVATE LIMITED. shall be entitled at its sole and absolutely discretion to immediately terminate this contract without assigning any reason whatsoever and Business Partner shall not question or rise any dispute or objection in this behalf. 15.7

Notwithstanding anything contained in any other clause of this agreement, in case of termination of the contract or on its completion,

AIWIN COMMODITY BROKER

PRIVATE LIMITED. reserves the right to continue the business in the existing premises of the branch for such a period as may be decided by AIWIN COMMODITY BROKER PRIVATE LIMITED. without any intervention of the Business Partner. However, the Business Partner will be compensated by way of monthly rent, as may be decided mutually between the parties.

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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OBJECT 16 REQUIRED DISCLOSURE If the Business Partner is directed by a Court Order, subpoena or other legal or regulatory direction /request or similar process to disclose information recorded on any documents or disclose any Confidential Information, it shall so notify AIWIN COMMODITY BROKER PRIVATE LIMITED. in writing, in sufficient detail immediately upon receipt of such Court order, subpoena, legal or regulatory request or similar process, in order to permit AIWIN COMMODITY BROKER PRIVATE LIMITED. to make an application for an appropriate protective order (which the AIWIN COMMODITY BROKER PRIVATE LIMITED. may pursue at its own expense). Such notice shall be accompanied by a copy of the Court order, subpoena, legal or regulatory direction/request or similar process. OBJECT 17 NO ASSURANCE OF PROFITS The Business Partner is undertaking to participate in the business venture as outlined in this agreement after carefully evaluating the whole scheme and making his own independent estimate of the profits that are likely to accrue. AIWIN COMMODITY BROKER PRIVATE LIMITED. has not assured the Business Partner of any specific profits and has expressly contracted that Business Partner alone is to bear all the losses contemplated in OBJECT 7.2.

OBJECT 18 NOTICE 18.1

Any notice by prepaid registered post by a party to the other at the addresses given in this agreement shall be conclusively deemed to have been received by the addressee on the expiry of four days from the dispatch thereof in case other party refused to accept the notice or the notice could not be served on the other party due to reasons such as office closed etc.

18.2

The Business Partners and all other persons engaged by the Business Partner for running the branch shall not at any point of time liable or communicate or use its or his own AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

16

purpose business or affair of the AIWIN COMMODITY BROKER PRIVATE LIMITED. which may come to their knowledge in the course of performing this service here under and they are not required to or communicate to public and shall indemnify to AIWIN COMMODITY BROKER PRIVATE LIMITED. against all losses and damages by reason of each of the same.

OBJECT 19 ARBITRATION 19.1

In the event of a dispute between the parties arising out of, or relating to this agreement, its interpretation or performance, the parties shall exert their best efforts to

resolve the dispute amicably through negotiations. In case of none resolving the issues through negotiation, the matter shall be referred to the sole arbitrator, to be selected from the panel of Arbitrators maintained by AIWIN COMMODITY BROKER PRIVATE LIMITED. , with the mutual consent of both the parties. 19.2

All disputes, differences and claims arising out of or in connection to this agreement shall be finally settled by a sole arbitrator as mentioned in above parties.

19.3

In case of death or incapability or denial of the previous Arbitrator AIWIN COMMODITY BROKER PRIVATE LIMITED. shall have the right to appoint another arbitrator from the panel of Arbitrators.

19.4 The venue of arbitration proceedings shall be at Chennai/Tamilnadu. 19.5 The parties agree to be bound by the award of the arbitrators.

OBJECT 20 JURISDICTION The parties agree that it shall institute or cause to be instituted any arbitration or other legal proceedings, if any, in the courts of Chennai, only which shall have exclusive jurisdiction to try or entertain any arbitration or legal proceeding or any suit in respect of any matter, claim or dispute arising out of or in connection with this Agreement.

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

17

OBJECT 21 FINAL PROVISIONS 21.1 This agreement embodies the entire understanding between the parties hereto relating to the subject matter hereof and there are no understandings, representations or warranties of any kind, oral or written, except for what is expressly set forth herein. 21.2 This Deed may be modified, amended or altered by the parties by executing an agreement in writing. 21.3.1 The Business Partner shall notify AIWIN COMMODITY BROKER PRIVATE LIMITED. within 7 days, of any change in the details set out in the application form submitted to AIWIN COMMODITY BROKER PRIVATE LIMITED. at the time of registration.

IN WITNESS WHERE OF the parties hereto have executed this deed at Chennai on the day, month and year first above mentioned in the presence of witnesses.

For AIWIN COMMODITY BROKER PRIVATE LIMITED.

Director

Business Partner

WITNESS 1

WITNESS 1

WITNESS 2

WITNESS 2

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

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Details of Franchisee Holder

Full Name

: ………………………………………

Father Name

: ………………………………………

Full Add. (Resi.)

Office Add.

: …………………………………………………………….. : ……………………………………………………………...

……………………………………………… Date of Birth : ………………………

Mobile No.

: ………………… …Ph. No. : …………………………......

E – Mail

: ………………………………. Pa No. ……………………

Brokerage Slabs :-

Brokerage Slab

Slab %

MIN

Delivery Based Jobbing

For AIWIN COMMODITY BROKER PRIVATE LIMITED.

Authorised Signatory

For Business Partner

Authorised Signatory

AIWIN COMMODITY BROKER PRIVATE LIMITED (Formerly known as Idol Multi Commodity Private Limited) CIN: U74999TN2011PTC082310

AGREEMENT Accounts

“Client” means the person, who is availing or intends to avail the services of .... Branch and will upgrade the trading software, as may be necessary from .... expiry of four days from the dispatch thereof in case other party refused to accept the.

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