SERVICES AGREEMENT

This Services Agreement (“Agreement”) executed on _______________ by and between:

A. DistributorCompany - Distributor Code (“DISTRIBUTOR”) which expression shall mean and include its administrators, representatives, successors and permitted assigns;

AND

B. Manager name - Manager Code (“MANAGER”) which expression shall mean and include its administrators, representatives, successors and permitted assigns;

WHEREAS:

I. The Distributor is an authorised distributor of Tupperware India Pvt. Ltd., a company established under the laws of India, having its registered office at 204 - 206 Tolstoy House, 15 Tolstoy Marg, New Delhi~ 110001 India (“Tupperware”), by virtue of a Distribution Agreement dated ___________ (“Distribution Agreement”);

II. The Distributer, under the Distribution Agreement, inter alia is obligated to ensure expansion of business of Tupperware and training of the Consultants (as defined below) of Tupperware, for them to be able to perform their obligations under the Consultant Agreement (as defined below);

III. The Manager, is a Consultant of Tupperware, by virtue of a Consultant Agreement dated ___________ and has been appointed as a “Manager” dated ___________;

IV. Given the Manager’s experience in selling Tupperware’s Products (as defined below), the Distributor seeks to engage the Manager’s services to provide training to other Consultants, in discharge of its obligations under the Distribution Agreement;

V. The Parties have, therefore, agreed to reduce their understandings and terms to writing in the form of the present Agreement and have agreed to bind themselves to the following terms and conditions:

1. DEFINITIONS

1.1. "Consultant" shall mean persons engaged by the Company through written contract, (any revision thereto) from time to time, on principal-to-principal basis, for selling, distributing and/or promoting the Products in accordance with Tupperware Literature prescribed by Tupperware.

1.2. "Consultant Agreement" shall mean the written contract, (any revision thereto) from time to time, between Tupperware and its Consultants, on principal-to-principal basis, for selling, distributing and/or promoting the Products in accordance with Tupperware Literature prescribed by Tupperware.

1.3. “Effective Date” shall mean the date on which the Manager was designated as such by Tupperware.

1.4. “Products” shall mean the products manufactured, distributed and/or sold by Tupperware from time to time.

1.5. "Tupperware Literature" shall refer to the various documents issued by the Company from time to time to govern the Company's business, the Company's business plan, distributor fee policy, code of conduct, terms for website use, return and exchange policy and shipment and payment policy.

2. SERVICES TO BE PROVIDED BY THE MANAGER

2.1. Pursuant to this Agreement, the Manager will train such Consultants of Tupperware which are assigned to it by the Distributor. The training sessions will be based on Tupperware Literature and the Manager’s onground experience in selling Products.

2.2. These training sessions will be held by the Manager atleast once a month, with proof of such sessions being held to be submitted to the Distributor. The Manager shall instruct the Consultants on the monthly products and promotions.

2.3. The Manager shall also undertake business development activities to assist the Distributor in expanding its Distributorship of Tupperware products.

2.4. This agreement is on a principal-to-principal basis and neither party will be considered to be an agent/employee of the other.

3. SERVICE FEES AND TAXES

3.1. The Manager acknowledges she will be entitled to receive fee basis the defined Compensation Structure by Tupperware for rendering Services under this Agreement:

3.2. The Payment of Fees shall be subject to deduction of taxes as per prevailing laws and rules applicable to such payments, as well as any applicable penalty as aforementioned.

4. TERM AND TERMINATION

4.1. This Agreement shall come into force from immediate effect and shall remain effective unless terminated in accordance with Clause 4.2.

4.2. This Agreement shall be terminated by the Distributor forthwith if the Manager fails to comply with Clause 2.1 and Clause 2.2 to the Distributor’s satisfaction.

4.3. This Agreement will remain enforced even if the Manger gets stepped down as per Tupperware Manager Step Down policy. The Agreement will be revived once the Manager gets reinstated as per Tupperware Manager Reinstate Policy.

5. APPLICABLE LAW, DISPUTE SETTLEMENT AND JURISDICTION

5.1. This Agreement shall be governed and interpreted in accordance with the laws of India.

5.2. The parties hereby submit to the exclusive jurisdiction of the courts at New Delhi, India to the exclusion of all other courts which may otherwise have jurisdiction.

5.3. In the event of any dispute arising under this Agreement, such dispute shall be settled by arbitration by a Sole Arbitrator in accordance with the Delhi International Arbitration Center, Delhi High Court ("DIAC") Arbitration Rules in force at the time of the commencement of the arbitration.

6. INDEMNIFICATION

6.1. The Manager agrees to indemnify the Distributor from any claims and losses that the Distributor may face as a direct consequence of the Manager’s performance under this Agreement, which will not exceed the total fees received by the Manager under this Agreement.

7. ASSIGNMENT

7.1. This Agreement cannot be assigned by the Manager to any other person, expect with the written consent of the Distributor.