Supply Contract - Template Form to Create Word and PDF Pro · IN-law

SUPPLY AGREEMENT

This Supply Agreement (hereinafter referred to as the "Agreement") is executed at ________, Andaman and Nicobar Islands, and is made effective on ________ (the "Commencement Date") by and between:

________, an individual aged about ________ years, son/daughter/wife of ________, holding PAN ________ and Aadhaar No. ________, GSTIN (if applicable) ________, resident of ________ (hereinafter referred to as the "Supplier", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its legal heirs, executors, administrators and permitted assigns) of the ONE PART;

AND

________, an individual aged about ________ years, son/daughter/wife of ________, holding PAN ________ and Aadhaar No. ________, GSTIN (if applicable) ________, resident of ________ (hereinafter referred to as the "Purchaser", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its legal heirs, executors, administrators and permitted assigns) of the OTHER PART.

The Supplier and the Purchaser may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

WHEREAS:

A) The Supplier is engaged in the following business:

________

B) The Purchaser is engaged in the following business:

________

C) The Purchaser is desirous of purchasing the Products (as defined herein) from the Supplier for the following purpose:

________ (hereinafter the "Purpose").

D) The Supplier has agreed to sell and supply the Products to the Purchaser for the said Purpose upon the terms and conditions hereinafter appearing.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and intending to be legally bound under the Indian Contract Act, 1872, the Parties hereby agree as follows:

§ 1. SCOPE

1.1. The object of this Agreement is to set out the provisions under which the Supplier shall deliver to the Purchaser the products described below (the "Products"):

________ (the "Specifications").

1.2. The Purchaser shall purchase such Products from the Supplier. All purchases of Products by the Purchaser from the Supplier shall be exclusively subject to the provisions of this Agreement and its Annexes, unless this Agreement expressly provides otherwise.

1.3. Both Parties acknowledge that this Agreement, including its Annexes, forms the basis of the contractual relationship between the Parties and waives the application of their respective standard terms and conditions. The Parties expressly agree that the standard terms and conditions of a Party shall not bind either Party, even if printed on or attached to orders, confirmations of orders, shipping documents, invoices or other business documents. All Annexes hereto are expressly part of this Agreement.

§ 2. SUPPLY OF PRODUCTS

2.1. The Supplier shall deliver, and the Purchaser shall accept, the Products in instalments (the "Delivery Instalments") in accordance with the delivery schedule (the "Delivery Schedule") specified below:

________

2.2. The Products shall be delivered to the following address:

________

2.3. The delivery terms for each Delivery Instalment shall be as follows: ________.

2.4. The Supplier shall deliver the Products, either directly or through any of its affiliated entities, to the Purchaser, in the quantity and quality set out in the Specifications and at the prices and on the conditions set out in this Agreement.

2.5. The Supplier shall ensure that each Delivery Instalment is ready for delivery in accordance with the stipulated delivery deadlines.

2.6. The Purchaser shall have the right to inspect the Products at the Supplier's premises prior to delivery, upon reasonable prior notice.

2.7. The Supplier shall be liable for any delay of a Delivery Instalment beyond the delivery date outlined in the Delivery Schedule (the "Delivery Date"), and a grace period of ________ (________) days shall be provided in case of any delay.

2.8. In the event of delay in delivery of any Delivery Instalment beyond the grace period of ________ (________) days, the Supplier shall be liable to pay liquidated damages to the Purchaser at the rate of 0.5% (zero point five per cent) of the total value of the delayed Delivery Instalment for each week of delay, subject to a maximum of 10% (ten per cent) of the total contract value.

2.9. In accordance with Section 74 of the Indian Contract Act, 1872, the Supplier acknowledges that the rate of liquidated damages set out above is a genuine pre-estimate of the loss likely to be suffered by the Purchaser in the event of delay in delivery and is not in the nature of a penalty.

2.10. Delivery Dates shall be subject to Force Majeure in accordance with the provisions set forth hereinbelow.

§ 3. PAYMENT TERMS

3.1. The total net purchase price for the purchase of all the Products is Rs. ________ (________) (the "Total Net Purchase Price"), exclusive of applicable Goods and Services Tax and other statutory levies, which shall be payable additionally by the Purchaser.

3.2. Payments by the Purchaser to the Supplier shall be made as follows:

________

3.3. Payment shall be made by Bank transfer to the following account of the Supplier: ________.

3.4. The Supplier shall raise tax invoices in compliance with the Central Goods and Services Tax Act, 2017 and applicable rules, and shall be responsible for the timely deposit of all taxes collected. The Purchaser shall deduct tax at source where applicable under the Income-tax Act, 1961 and issue the relevant certificate.

3.5. Subject to the performance by the Supplier of its obligations hereunder, the Purchaser shall not be entitled to withhold any payment or any portion thereof unless agreed with the Supplier beforehand in writing. However, the Purchaser shall be entitled to set off and withhold any liquidated damages payable from any payments due to the Supplier without the Supplier's consent.

3.6. The Supplier shall bear all shipment and delivery costs.

§ 4. ASSISTANCE BY SUPPLIER

4.1. Where the Purchaser requests any technical assistance from the Supplier in relation to a Product, the Supplier shall provide such technical assistance subject to the following conditions:

4.1.1. any technical or commercial assistance or advice given by the Supplier or any affiliated entity of the Supplier to the Purchaser in oral, written or electronic form is given in good faith but without any warranty or liability;

4.1.2. the application, installation, use and processing of the Products are beyond the Supplier's control and shall be the Purchaser's exclusive responsibility.

§ 5. QUALITY AND INSPECTION

5.1. The Purchaser shall examine and inspect all Products to ascertain whether the Products comply with the requirements specified in the Specifications upon delivery, and shall notify the Supplier in writing of any deviation from the Specifications (the "Defects"). The Supplier shall be notified of visible Defects immediately after delivery of the Products and, in the case of hidden Defects, immediately after they become detectable.

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§ 6. WARRANTIES

6.1. The Supplier represents and warrants that it is authorised to manufacture and/or supply the Products and to pass clear and marketable title to the Products to the Purchaser, in accordance with Sections 14 to 17 of the Sale of Goods Act, 1930.

6.2. The Supplier warrants (the "Warranty") that the Products shall:

6.2.1. meet the Specifications;

6.2.2. be manufactured in accordance with the highest industry practices and be free from defects in manufacturing or workmanship;

6.2.3. be suitable for the following purpose:

________

both at the time of delivery and for a period of ________ thereafter (the "Warranty Period") under normal use and service and in accordance with the Supplier's user instructions.

6.3. The Product Information Sheet is attached hereto as Annex 1. While the content of the Product Information Sheet may be changed by the Supplier at any time, the Product Information Sheet as it stands at the time of delivery of a Product shall continue to apply to that Product until the expiry of the Warranty Period.

6.4. Save as expressly specified in this Agreement, the Supplier excludes and disclaims all other warranties, express or implied, including warranties of merchantability and fitness for purpose, to the extent permitted by law. The Supplier's Warranty shall not extend to Products that, after delivery, have been: (a) processed, modified or altered by persons other than the Supplier; (b) subjected to misuse, neglect, accident or abuse; (c) improperly processed by persons other than the Supplier; or (d) used in a manner not in accordance with the Specifications.

6.5. The Purchaser shall examine and inspect all Products to ascertain compliance with the Specifications and the Performance Guarantee upon delivery, and shall notify the Supplier in writing of any Defects within 5 (five) days in the case of visible Defects and immediately after detectability in the case of hidden Defects. The exclusions set out in § 5.2 shall apply mutatis mutandis to claims under this § 6.

6.6. In the event that any Products do not conform to the Warranty, the Supplier shall, within a period of 3 (three) days from the date of report of the breach of Warranty, replace any Defective Products with conforming Products delivered to the Purchaser at the Supplier's cost.

6.7. The physical appearance of the Product, including any scratches, spots or discolouration arising after delivery, shall not constitute Defects if the change in appearance does not compromise the performance of the Products.

6.8. If the Supplier fails to remedy a breach of the Warranty in the manner specified herein, the Purchaser may, at its sole discretion, replace or correct such Products and charge the Supplier the cost reasonably incurred and/or terminate this Agreement, in whole or in part.

6.9. The warranties contained in this § 6 are the only warranties and guarantees made by the Supplier in respect of the Products.

§ 7. PERFORMANCE GUARANTEE

7.1. In addition to the Warranty above, the Supplier provides the following additional performance guarantee (the "Performance Guarantee") commencing on the date of shipment:

________.

7.2. If the Performance Guarantee is not achieved during the guarantee period, the Supplier shall, at its own option, make up the same by:

________.

7.3. The Performance Guarantee for any replacement or additional products shall extend only to the remainder of the Performance Guarantee period for the originally supplied Products. If the originally supplied product type is no longer manufactured in a series, the current standard type shall be delivered as the replacement or additional product.

7.4. The Performance Guarantee shall apply only if the relevant Product has been duly and properly installed and shall not apply where the Products are damaged or destroyed as a result of changes or improper installation by the Purchaser, or improper use, operation, storage, transport or handling by the Purchaser, or third-party interference, or non-observance of the installation, operating and maintenance instructions provided by the Supplier.

7.5. The Warranty and Performance Guarantee do not cover the transport costs for the return shipment of the relevant Products or for any renewed delivery of the repaired or replaced Product, nor the costs of installation or reinstallation, or other expenses incurred by the Purchaser after a breach is discovered.

§ 8. LIABILITY AND THIRD-PARTY CLAIMS

8.1. The total aggregate liability of each Party under this Agreement, whether arising in contract, tort or otherwise, shall not exceed the total amount paid or payable under this Agreement during the 6 (six) months preceding the event giving rise to the claim.

8.2. The limitation under § 8.1 shall not apply where:

8.2.1. claims arise from a Party's indemnification obligations;

8.2.2. claims arise from breach of confidentiality obligations;

8.2.3. claims arise from death or personal injury, fraud or wilful misconduct.

8.3. The Purchaser's liability to the Supplier shall in no event in aggregate exceed a sum equal to the Total Net Purchase Price.

8.4. Except as expressly set forth otherwise in this Agreement, neither Party shall be liable to the other for consequential, special, exemplary, indirect or incidental losses or damages, including loss of use, lost production, cost of capital, loss of goodwill, loss of contract, lost revenues or loss of profit, loss of business or, in case of a claim against the Supplier, claims of customers of the Purchaser. This § 8.4 shall not apply to any claims against the Supplier resulting from (a) injury to persons or damage to property, (b) breach of its representations or warranties under § 9 (Intellectual Property), or (c) wilful misconduct of the Supplier.

8.5. Unless expressly provided otherwise in this Agreement, all claims under this Agreement shall be governed by the period of limitation prescribed under the Limitation Act, 1963.

8.6. The Purchaser shall indemnify and hold harmless the Supplier in respect of any and all third-party claims relating to the Products unless such claims are caused by Defects in the Products which were not caused by any further processing, improper warehousing or improper handling of the Products by the Purchaser or any third party. Without limiting the generality of the foregoing, the Purchaser shall indemnify and hold harmless the Supplier against any and all third-party claims based on additional warranties, commitments or assurances of the Purchaser or any other acts or omissions of the Purchaser.

§ 9. INTELLECTUAL PROPERTY

9.1. The Supplier represents that it is and shall remain the sole owner of all rights, title and interest in and to the Products supplied, including all technology, know-how, patents, copyrights, trademarks, trade names and trade secrets therein or related thereto. The Supplier represents that there is no pending litigation alleging that the use of the Products or the technology or know-how incorporated therein infringes or misappropriates any intellectual property rights, including industrial property rights and trade secrets ("Proprietary Rights") of any third party. The Supplier warrants that the Products shall not violate any Proprietary Rights of any third party.

9.2. The Supplier shall defend and indemnify the Purchaser against any losses, costs, expenses or damages (including legal fees) and against claims, demands or legal proceedings instituted against the Purchaser by a third party (an "Infringement Claim") arising out of a claim that the Products violate that party's Proprietary Rights.

9.3. If, as a result of an Infringement Claim, the delivery or use of the Products by the Purchaser is restricted in whole or in part, the Supplier shall, at its option and cost, either modify or exchange the Products so that the Proprietary Right is not infringed, or secure a licence from the third party for the Products concerned.

9.4. If the Supplier is unable to so modify or exchange the Products, the Purchaser shall be entitled to be compensated for the price paid for the relevant Products, including costs incurred in transport, import duties and installation.

9.5. The Supplier's obligations under this § 9 are subject to the conditions that (i) the Purchaser notifies the Supplier in writing without delay of the claims asserted by the third party, (ii) the Purchaser does not admit to the infringement and leaves the defence of the claims and settlement negotiations in the Supplier's hands, and (iii) the Purchaser supports the Supplier in defending such claims. If the Purchaser discontinues using the delivered Products to mitigate loss or for any other good reason, the Purchaser shall bring to the attention of the third party that discontinuing use of the Products in no way constitutes an admission of infringement.

9.6. All claims on the part of the Purchaser shall be invalid if the Purchaser is responsible for the infringement of Proprietary Rights.

9.7. The Supplier shall not be liable to the Purchaser under this § 9 if an Infringement Claim arises as a result of the Purchaser or any third party acting on the Purchaser's behalf modifying the Products, or to the extent the Infringement Claim arises from the Purchaser's use of the Products together with products not delivered by the Supplier, or from an application or use of the Products not customary or not agreed between the Parties.

§ 10. FORCE MAJEURE

10.1. Neither Party shall be held responsible or be considered in default for failure or delay in performance hereunder where prevented from performing any of its obligations by an event unforeseen at the time of conclusion of this Agreement and whose occurrence or consequences the affected Party can neither avoid nor overcome by reasonable means (an event of "Force Majeure"). Such failure or delay shall not be deemed a breach of this Agreement.

10.2. The following events shall be deemed Force Majeure: hostilities (whether war be declared or not), riot, pandemic, epidemic, lockdown, explosion, fire, flood, earthquake, typhoon, other natural phenomena and Acts of God, and acts, omissions or regulations of any government or compliance with any government request. Labour disputes and inability to obtain raw materials or spare parts, or accidents to or failure of any machinery, plant or parts thereof used for the performance of obligations under this Agreement, shall not be deemed Force Majeure.

10.3. If performance of this Agreement or any obligation thereunder is prevented, restricted or interfered with by Force Majeure, the affected Party shall be excused from such performance to the extent of such prevention for a period of ninety (90) days, unless otherwise agreed. The affected Party shall inform the other Party in writing without delay of the occurrence and, within fifteen (15) days thereafter, provide detailed information on the events, especially the expected duration and scale of disturbance. The affected Party shall use reasonable efforts to cure and correct such event and resume performance within the shortest period of time.

10.4. Both Parties shall mitigate any loss arising out of non-performance of their contractual obligations. Where a Party is prevented from performing its obligations due to Force Majeure for more than ninety (90) days, either Party shall be entitled to terminate this Agreement upon written notice, and no Party shall be entitled to claim compensation arising from such termination.

§ 11. TERM & TERMINATION

11.1. The term of this Agreement shall commence on the Commencement Date and end on the Expiration Date defined below, unless terminated earlier in accordance with this Agreement. If the dates set forth at the foot of this Agreement differ, this Agreement shall be effective from the date on which both Parties have signed, being the later date.

11.2. The term of this Agreement shall end on ________ (the "Expiration Date").

11.3. Each Party may terminate this Agreement for good cause, being any material breach of this Agreement. The Parties acknowledge and agree that the following acts (a non-exhaustive list) shall constitute cause for termination:

11.3.1. a Party's bankruptcy, insolvency, or the commencement of proceedings under the Insolvency and Bankruptcy Code, 2016;

11.3.2. conviction of a Party for an offence involving moral turpitude or criminal misconduct related to the operation of its business;

11.3.3. discovery by a Party of a material misrepresentation made by the other Party in connection with this Agreement;

11.3.4. any behaviour by a Party that would impair the other Party's trademark, trade name or other commercially valuable intellectual property;

11.3.5. any conduct by a Party reflecting poorly on the reputation and goodwill of the other Party or any failure to act in a commercially reasonable manner; or

11.3.6. failure by the Purchaser to pay any fees, costs, charges or other amounts due under this Agreement.

11.4. The Party in default shall be given prior written notice of termination clearly stating the reasons, and shall have the opportunity to cure its default within a period of 30 (thirty) days, failing which the Agreement may be terminated immediately by the non-defaulting Party.

§ 12. RIGHTS & OBLIGATIONS ON TERMINATION

12.1. Upon natural expiry or termination of this Agreement, the Parties shall comply with the following provisions.

12.2. The Supplier shall retain all fees and monies duly paid pursuant to this Agreement and shall fulfil the orders placed for which payment has been made.

12.3. Any payments for Products owed to the Supplier at expiry or termination shall be paid by the Purchaser immediately. Where termination is by reason of the Purchaser's breach or default, such sums shall include all damages, costs and expenses incurred by the Supplier.

12.4. The Supplier shall retain all rights and remedies after expiry or termination. Such expiry or termination shall not release the Purchaser of any obligations subsisting at the time, nor terminate those obligations and liabilities which, by their nature, survive expiry or termination of this Agreement.

§ 13. RENEWAL

13.1. A Party desirous of renewing the relationship at the end of the term shall provide a written request of at least 30 (thirty) days prior to the Expiration Date, describing that the request is for one additional term as defined in this Agreement.

13.2. The Parties acknowledge and agree that the terms of any renewal (the "Renewal Agreement") may be substantially different, including the prices of the Products.

§ 14. CONFIDENTIALITY

14.1. Each Party (the "Receiving Party") undertakes to keep confidential and not to disclose to any third party any Confidential Information disclosed to it by the other Party (the "Disclosing Party") in connection with this Agreement. "Confidential Information" means any and all information of a confidential or proprietary nature, whether written, oral, electronic or in any other form, including business plans, financial information, technical data, specifications, know-how, trade secrets, customer lists, pricing and the terms of this Agreement.

14.2. The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and shall limit access to those of its employees, agents or representatives who need to know such information and who are bound by obligations of confidentiality no less stringent than those contained herein.

14.3. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the possession of the Receiving Party prior to disclosure; (c) is lawfully received from a third party without obligation of confidentiality; (d) is independently developed without reference to the Confidential Information; or (e) is required to be disclosed by law, regulation or order of a competent court or authority, provided that the Receiving Party gives the Disclosing Party prompt written notice to the extent legally permitted. The obligations under this § 14 shall survive the expiry or termination of this Agreement for a period of 2 (two) years.

14.4. Each Party shall process any personal data exchanged under this Agreement in compliance with the Digital Personal Data Protection Act, 2023 and shall implement reasonable security safeguards to protect such data.

§ 15. NON-COMPETITION

During the subsistence of this Agreement, the Purchaser agrees to refrain from engaging, directly or indirectly, in any form of commercial competition (including through business, marketing, investment or financial activities) with the Supplier in the territory where the Supplier does business (the "Territory"), to the extent permitted under Section 27 of the Indian Contract Act, 1872. The Purchaser shall not use any business information given by the Supplier, directly or indirectly, to procure a commercial advantage over the Supplier, nor use any designs, ideas or concepts created by or belonging to the Supplier without the express written consent of the Supplier within the Territory.

§ 16. INSURANCE

16.1. Each Party shall obtain and maintain, at its own cost and expense, the necessary insurance coverage to adequately protect its obligations under this Agreement.

16.2. To the extent permitted by law, each Party waives its rights of subrogation against the other Party for any claims covered under their respective insurance policies.

16.3. The existence of insurance coverage shall not limit or affect a Party's liability under this Agreement.

§ 17. NO WAIVER

No term of this Agreement shall be deemed waived by any act or acquiescence of a Party. Only an additional written agreement signed by the Parties may constitute waiver. No waiver of any term shall constitute a waiver of any other term or of the same provision on a future date. Failure to enforce any term shall not constitute waiver of such term or any other term.

§ 18. INDEMNITY

Each Party (the "Indemnifying Party") agrees to indemnify and hold the other Party harmless from all damages, costs, legal fees or other losses arising out of or relating to the breach of this Agreement by the Indemnifying Party.

§ 19. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such provision had never been contained herein. Any invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most nearly gives effect to the original intent.

§ 20. HEADINGS

The headings and sub-headings used in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision.

§ 21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect to the subject matter hereof.

§ 22. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement transmitted electronically in PDF format or by similar means, or executed by way of electronic signature in accordance with the Information Technology Act, 2000, shall be deemed to have the same legal effect as delivery of an original signed copy.

§ 23. NO OTHER RIGHTS GRANTED

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§ 24. AMENDMENTS

Any change, alteration, amendment or modification to this Agreement must be in writing and signed by the authorised representatives of both Parties.

§ 25. DISPUTE RESOLUTION

25.1. Any dispute(s) arising out of or in connection with this Agreement shall, as far as possible, be settled amicably between the Parties, failing which the following shall apply.

25.2. Any unresolved dispute shall be referred to arbitration by a sole arbitrator to be appointed jointly by the Parties, in accordance with the Arbitration and Conciliation Act, 1996, or any statutory re-enactment or modification thereof in force.

25.3. The seat and venue of arbitration shall be at ________, Andaman and Nicobar Islands.

25.4. The language of arbitration shall be English unless mutually agreed otherwise.

25.5. The arbitral award shall be final and binding upon the Parties and may be enforced as a decree of court.

25.6. Subject to the above, only the competent courts at ________, Andaman and Nicobar Islands shall have exclusive jurisdiction in all matters arising hereunder.

25.7. The Parties agree to keep the arbitration proceedings and the arbitral award confidential.

25.8. Where either Party engages advocates to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and legal fees.

§ 26. INDEPENDENT PARTIES

Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency or employment relationship between the Parties. The Purchaser shall be considered an independent contractor in relation to the Supplier. This Agreement is for the sole and express purpose of the supply of Products from the Supplier to the Purchaser.

§ 27. ASSIGNMENT

27.1. Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party.

27.2. This Agreement shall bind and benefit the Parties and their respective permitted successors and assigns.

§ 28. ANNOUNCEMENTS

Neither Party shall make any news release, public announcement, give interviews, issue or publish advertisements, or publicise in any other manner whatsoever in connection with this Agreement, its contents, the Confidential Information or any other matter hereof, without the prior written approval of the other Party.

§ 29. NOTICES

29.1. Any notice under this Agreement shall be in writing and shall be sent by registered post, courier or e-mail, to the address of the relevant Party set out below, or such other address as that Party may from time to time notify to the other:

Supplier:

Address: ________

Email: ________

Purchaser:

Address: ________

Email: ________

29.2. Notices sent as above shall be deemed received 3 (three) working days after the day of posting (in the case of registered post) or the next working day after sending (in the case of e-mail).

29.3. In proving the giving of notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the e-mail was properly addressed and dispatched and dispatch was confirmed.

§ 30. NON-SOLICITATION

30.1. A Party shall not, for a period of 1 (one) year from the Commencement Date, solicit the clients or customers of the other Party (the "Existing Party") to supply goods or services of the same or similar type as provided by the Existing Party. Without limitation, the Purchaser shall not:

30.1.1. solicit the clients or customers of the Supplier to provide services or supply goods of the same or a similar type to those provided by the Supplier during the course of this Agreement and for a period of 1 (one) year following the termination of this Agreement;

30.1.2. endeavour to entice away from the Supplier, or employ or offer to employ, any person employed by the Supplier during the term of this Agreement and for 1 (one) year following its termination, whether or not such person would commit a breach of his or her contract of employment.

§ 31. GOVERNING LAW

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India, and the laws applicable in ________, Andaman and Nicobar Islands shall also apply.

§ 32. STAMP DUTY

This Agreement shall be stamped in accordance with the applicable provisions of the Indian Stamp Act, 1899, as in force in the place of execution. The stamp duty and registration charges (if any) payable on this Agreement shall be borne by ________.

§ 33. COMPLIANCE

Both Parties agree to comply with all applicable laws, regulations and statutes in force in India, including the applicable labour codes, tax regulations, environmental protection laws and anti-bribery and anti-corruption laws (including the Prevention of Corruption Act, 1988), while performing their obligations under this Agreement. Any non-compliance shall be considered a material breach of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement at ________ on the day, month and year hereinabove written.

___________________________

SUPPLIER: ________

___________________________

PURCHASER: ________

WITNESSES:

1. Name: ________, Address: ________, Signature: ___________________________

2. Name: ________, Address: ________, Signature: ___________________________