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Principal & Agent

Details of Principal Company and Appointed Commercial Agent.

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Stamp Margin Top: 90mm
GOVERNMENT OF INDIA • STATE OF KARNATAKA
NON-JUDICIAL STAMP PAPER — VALUE As applicable in the State
[Leave top 90mm blank space when printing directly onto physical Stamp Paper]

COMMERCIAL AGENCY AGREEMENT

(APPOINTMENT OF COMMERCIAL SALES & DISTRIBUTION AGENT • TENURE: 2 Years)

This COMMERCIAL AGENCY AGREEMENT is made and entered into on this 1 August 2026 at Bengaluru, Karnataka, by and between:

1. THE PRINCIPAL COMPANY (PARTY OF THE FIRST PART):

AeroTech Consumer Electronics Pvt Ltd, having registered office at Plot 12, Electronics City Phase 1, Bengaluru, Karnataka 560100.

(hereinafter referred to as the "PRINCIPAL", which expression shall, unless repugnant to the context or meaning thereof, include its successors, administrators and permitted assigns).

AND

2. THE APPOINTED AGENT (PARTY OF THE SECOND PART):

Zephyr Sales & Distribution Agency, having registered office/address at Flat 102, Commercial Complex, MG Road, Kochi, Kerala 682016.

(hereinafter referred to as the "AGENT", which expression shall, unless repugnant to the context or meaning thereof, include its/his/her successors, legal representatives and permitted assigns).

WHEREAS the Licensor is the sole absolute legal owner of the residential property situated at:

ASSIGNED TERRITORY: State of Kerala and Southern Tamil Nadu | EXCLUSIVITY: Exclusive Agent for Specified Territory | DURATION: 2 Years

WHEREAS the Principal is engaged in the manufacturing, marketing, and distribution of the Products specified herein; AND WHEREAS the Principal desires to appoint the Agent as its commercial representative to market, promote, and solicit orders for the Products within the Territory, and the Agent has agreed to accept such appointment on the terms and covenants stipulated hereunder:

TERMS AND CONDITIONS OF COMMERCIAL AGENCY:

1. APPOINTMENT OF AGENT & ASSIGNED TERRITORY:
The Principal hereby appoints the Agent as its commercial sales representative for the assigned territory of State of Kerala and Southern Tamil Nadu under the terms of: Exclusive Agent for Specified Territory.
2. PRODUCTS SCOPE & REPRESENTATION:
The Agent shall promote, market, and procure purchase orders for the following products and service lines: Smart home automation devices, IoT security sensors, and premium audio accessories..
3. COMMISSION STRUCTURE & REMUNERATION:
In consideration of sales facilitation services, the Principal agrees to pay the Agent a commission at the rate of 12% of Net Invoiced Sales Value on realized customer payments.
4. PAYMENT SCHEDULE & INVOICING:
Commission earned shall be reconciled and disbursed in accordance with: Monthly within 10 days post calendar month following realization of funds from the end customer.
5. ANNUAL SALES TARGETS & MILESTONES:
The Agent covenants to use its best commercial efforts to achieve the agreed annual sales milestone: Rs. 50,00,000 per financial year.
6. DUTIES & AUTHORITY LIMITATIONS OF THE AGENT:
The Agent shall safeguard the commercial goodwill of the Principal, provide market intelligence, and forward orders promptly. The Agent shall have no authority to bind the Principal to credit terms or legal contracts without prior written authorization.
7. NON-COMPETE, NON-SOLICITATION & CONFIDENTIALITY:
During the currency of this Agreement, the Agent shall not directly or indirectly market, represent, or distribute competing products of rival manufacturers, and shall maintain strict confidentiality over trade pricing and customer data.
8. AGREEMENT DURATION, RENEWAL & TERMINATION:
This Agreement shall remain in force for a duration of 2 Years commencing on 1 August 2026. Either party may terminate this agreement by providing 60 days prior written notice.
9. GOVERNING LAW, ARBITRATION & JURISDICTION:
This Agreement shall be governed by the laws of India. Any dispute arising hereunder shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 seated at Bengaluru.
10. WITNESS EXECUTION:
This Commercial Agency Agreement is executed in the presence of the following independent witnesses: • Witness 1: ____________________ (Residing at: ____________________) • Witness 2: ____________________ (Residing at: ____________________)
Place / Location: ______________________Date of Execution: ______________________

IN WITNESS WHEREOF, the Principal and the Agent have executed this Commercial Agency Agreement through their duly authorized signatories on the day, month and year first above written.

PRINCIPAL / AUTHORIZED SIGNATORY

AeroTech Consumer Electronics Pvt Ltd

PRINCIPAL / AUTHORIZED SIGNATORY

AGENT / AUTHORIZED SIGNATORY

Zephyr Sales & Distribution Agency

AGENT / AUTHORIZED SIGNATORY

WITNESS 1:

Name: ______________________

Signature: ___________________

WITNESS 2:

Name: ______________________

Signature: ___________________

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