This agreement is made and executed at karnataka on the ______ of ____, 2025, between:

YATICORP INDIA Pvt Ltd, a company incorporated under the Companies Act, 1956, having its registered office at Bangalore, acting through its Director Yatheesha KS, hereinafter referred to as the First Party,

AND

[Distributor Name], having its address at [Insert Distributor’s Address], hereinafter referred to as the Second Party.
WHEREAS, the First Party is engaged in the business of providing AI-Cards designed to cater to 32 different fields under expert guidance, and the Second Party is desirous of Distribute the AI cards in their designated City or aluk under the collaborative model described below.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS:
In this Agreement, unless otherwise defined and unless the context otherwise requires, the capitalized terms shall have the following meaning:
“Clause” means a clause of this Agreement.
“Month” means an English calendar month.
“Opening Date” means the date of commencement of the usage of the product.

2. COMMERCIAL TERMS:
A. The First Party, directly or through authorized distributors, will provide the AI cards to the Second Party at the price agreed upon in Annexure 1B.
B. The Second Party agrees to pay an initial distribution license fee of ₹________ (AS SELECTED), which includes:
An equivalent number of AI cards kit (based on the distributor plan)
Product brochures
Other materials and support
C. The First Party will issue products within 30days only upon the clearance of payment made by the Second Party.
D. The Second Party agrees that the AI cards can only be distributed in the designated region or taluk and must not exceed the scope defined in this Agreement.
E. In case any unsold AI cards remain, the First Party agrees to buy back the unsold cards within six months of purchase.
F. All cheques or demand drafts made by the Second Party to the First Party should be in favor of Yaticorp India Pvt Ltd.
G. The First Party reserves the right to change the prices of the AI cards.
H. The Second Party is not authorized to use the brand name or logo of the First Party for purposes other than approved promotional activities.
I. All installation, after-sales support, and customer service will be handled by the First Party.
J. The Second Party agrees not to engage in the production of competing AI-based products during the term of this contract and for six months thereafter.

3. DISTRIBUTOR RESPONSIBILITIES:
A. The Second Party shall appoint and manage sales staff who will be assigned by the First Party to the designated taluk for the purpose of promoting and selling the AI cards.
B. The First Party shall promote the AI cards at the local level, ensuring distribution across the region and meeting the sales targets set forth in this Agreement.
C. The First Party shall maintain accurate sales reports and immediately inform the First Party of every card sold.
D. First Party will handle any necessary follow-up and support.

4. RELATIONSHIP OF THE PARTIES:
This Agreement does not create a partnership or joint venture between the First Party and the Second Party (the Distributor). Both parties are independent contractors, and neither is authorized to represent or bind the other in any manner.

5. TERMS, TERMINATION, AND CONSEQUENCES:
This Agreement is valid for six month from the Opening Date, renewable at the sole discretion of the First Party.
Either party may terminate this Agreement with 90 days’ notice; however, the Second Party must give 90 days’ notice if they wish to terminate.
The First Party reserves the right to terminate the Agreement immediately without notice if:
The Second Party breaches any terms and conditions.
The Second Party engages in illegal activities.

6. CONFIDENTIALITY:
Both parties agree to keep all proprietary information confidential and not disclose it to any third parties without prior written consent. This clause survives the termination or expiration of the Agreement.

7. NOTICES:
All notices, communications, or consents under this Agreement shall be served personally, by registered post, or via email. Notices will be deemed delivered upon receipt or acknowledgment.

8. INDEMNITY:
The Second Party agrees to indemnify and hold the First Party harmless from any claims, damages, or liabilities arising, including:
Violation of government regulations.
Any failure by the Second Party to fulfil its tax obligations.

9. JURISDICTION:
Any disputes arising from this Agreement shall be adjudicated in the courts of Bangalore, and the courts in that jurisdiction shall have exclusive authority.

10. GENERAL TERMS:
The Second Party will adhere to all guidelines provided by the First Party.
Refunds will be provided for the distribution license fee; equivalent replacements for unsold licenses will also be offered.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day, month, and year first written above.

SIGNED, SEALED, AND DELIVERED:
For YATICORP INDIA Pvt Ltd (First Party)
Authorized Signatory
Name: Yatheesha KS
Title: CEO
Date:

For [Distributor Name] (Second Party)
Authorized Signatory
Name:
Title:
Date: