Terms and Conditions for Lease.

These Terms and Conditions for Lease (“Agreement” or “Terms”) apply to all orders accepted by UrbanKisaan Farms Private Limited, a private limited company incorporated under the Companies Act, 2013 and having its registered office at 10A, AVK SRI Harsha Icon, Service Road, Financial District, Nanakramguda, Hyderabad, Telangana 500032 (“Company” or “UrbanKisaan”, “us”, “we”, and “our”) for the lease of our physical goods, hydroponic and indoor farming equipment (including GrowRush indoor farms and GeneRush speed-breeding rooms), and mobile/web-based applications (collectively “Products” as defined in Exhibit A) to manage the Equipment (defined in Exhibit A); and a license to the Company’s web-based software application to build and operate a farm in the Territory to you (“Partner” or “You”), unless you and UrbanKisaan have executed a written agreement, which supersedes these Terms and Conditions for Lease.

These Terms are a legally binding agreement between UrbanKisaan and You.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING AND NAVIGATING THROUGH OUR PLATFORM THROUGH OUR WEBSITE AND/OR APP, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE, APP, OR PLATFORM.

If you have any questions about our Terms, please send us an email at hello@urbankisaan.com

1. Definitions

“Applications”. Applications shall mean such software applications and Software as a Service (SaaS) platform of UrbanKisaan for management of the farms and Equipment as more fully described in an Order Form.

“Applicable Law”. Applicable Law shall mean all relevant and enforceable statutes, regulations, ordinances, codes, rules, and judicial decisions at the local, state, national, and international levels that pertain to the subject matter of this Agreement. This includes, but is not limited to, laws governing contracts, sale of goods, intellectual property, data protection, privacy, antitrust, export controls, environmental protection, labour and employment, and any other laws that may impact the performance, interpretation, or enforcement of the contractual obligations outlined herein.

“Confidential Information”. Confidential Information shall mean any and all information and/ or data including but not limited to UrbanKisaan’s Product and associated products, services, operations, devices, Know-How, specifications, drawings, notes, instructions, engineering data and analyses, compositions of matter, financial data, intellectual property, customer data/ personal information, other technical and business data which is provided/disclosed or which will be provided/disclosed by UrbanKisaan for the purpose of this Agreement and which is not already existing in the public domain.

“Documentation”. Documentation shall mean any documentation supplied to the Partner by the Company from time to time during the Term of this Agreement and which relates to the licensed Product.

“Equipment”. Equipment shall mean such hardware and tools pertaining to hydroponic greenhouses, indoor farms (including GrowRush) and speed-breeding rooms and growth chambers (including GeneRush) as specified in an Order Form. Such Equipment includes hardware procured from such Original Equipment Manufacturers (“OEMs”) and integrated with Company’s Original Equipment.

“Improvements”. Improvements shall mean any update, development, modification, derivation, or iteration, made by either Company or Partner prior to the expiration or termination of this Agreement, to Company’s Confidential Information, Know-How, Proprietary Information, or Product.

“Intellectual Property Rights”. Intellectual Property Rights shall mean all existing and future patents, rights to inventions, copyright and related rights, trademarks, trade names, rights to use domain names, rights in get-up, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, topography rights, rights to use and preserve the confidentiality of information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Know-How”. Know-how shall mean information that refers to factual or practical knowledge conferring an enhanced ability to utilize or market the Product or related intellectual property properly. Know-How includes unpatented, technical information, data, specs, designs, procedures, studies, processes, methods, and the like useful in manufacture, sale, or use.

“Proprietary Information”. Proprietary information shall mean information developed and/or owned by Company which may not necessarily be confidential or secret. Examples of proprietary information includes farming methods, copyrighted information in Documentation, patented processes and methods, trademarks, trade dress, websites, and brand philosophy.

“Product(s)”. Product(s) collectively shall mean and inter alia consists of Equipment and Applications. Product(s) shall also include any associated Intellectual Property Rights, Proprietary Information, inventions, discoveries, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, Know-How, standards, Documentation, methods, techniques, formulae, protocols, analyses, information, and data in any form (whether or not patentable or copyrightable).

“Territory”. Territory shall mean the geographical area, state or country in which the Partner is engaged in the business of operating agricultural farms.

2. Appointment and Grant of Rights

During the Term of this Agreement, the Company shall offer on lease, and the Partner shall lease the Equipment exclusively from the Company by entering into one or more order forms (each a “Order Form”).

The Partner shall build and set up the farm in the Territory, and be responsible for utilities such as water, internet, and electricity and as further described in the applicable Order Form. The Company shall offer reasonable remote assistance to the Partner for installation of the Product at the farm. The Company shall inform the Partner about the minimum requirements and specifications for installation and operation of the Product from time to time. The installation of the Product at the farm is the responsibility of Partner and timeliness of such installation is contingent upon meeting the minimum requirements and specifications such as timely land clearance, leveling, and obtaining necessary local construction approvals.

If the Partner requests Company for installation of the Products, then Partner will obtain the permits and approvals required for the installation including but not limited to ensuring relevant visa approvals for the personnel of Company. All the expenses associated with travel and accommodation for installation of the Products, are to be settled in advance by the buyer.

Company reserves the right to modify or amend the design of the project as dictated by real-time site conditions and requirements.

The Partner shall also access the Applications and Documentation which are purchased as end-user subscriptions and may be accessed through login credentials by no more than the specified number of users mentioned in an Order Form. User subscriptions are for designated end users of the Partner only and cannot be shared or used by more than one user but may be reassigned to new end users replacing former end users who no longer require access to the Applications. The end users of the Applications may be employees, agents of the Partner who may require them for effective implementation of farming solutions by use of the Equipment.

Unless UrbanKisaan receives specific shipping instructions from the Partner in writing, UrbanKisaan will exercise its discretion in selecting the method of shipment and the carrier. UrbanKisaan or its representatives may make shipments for an Order Form in one or more consignments. The Partner acknowledges that any specific shipping instructions or choice of carrier may alter or delay delivery timelines and may incur additional costs which shall be paid by the Partner.

Partner agrees that the risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, to the Product shall pass on to the Partner at the F.O.B port of shipment in India as per INCOTERMS 2000 and thereafter the Company shall not be responsible for any loss or damage to the Equipment in transit, and until the Product is returned to the Company upon the termination or early expiration of this Agreement.

All Applications shall be subject to terms of service, privacy policy, and other standard notices as may be communicated from time to time which the end users are required to always comply with.

Company reserves the right to change prices or institute new charges for subscriptions to the Application or Services, which increase will be effective at the start of each year (if any). Partner’s failure to terminate its subscription after changes are posted constitutes Partner’s acceptance of the prices as modified by the posted changes.

3. Ownership

Company hereby agrees to defend and hold harmless Partner, its directors, officers, employees, and subsidiaries from any and all claims, damages, liabilities, costs, and expenses, including by way of example and not limitation, attorney's fees and costs, due to or arising out of or resulting from all third-party claims that the Product infringe third-party copyrights or patents or constitute misappropriation of any third-party technologies. Company shall bear the expense and have sole and complete control of the defense, settlement, adjustment, or compromise of all aspects of any suit with respect to which Company may have an obligation to indemnify Partner hereunder.

4. Consideration

All payments unless otherwise specifically agreed in an order form shall be on an 100% advance basis and are non-refundable and non-adjustable and non-cancellable. The monthly rent payable by Partner to Company shall be set forth in the applicable Order Form (“Fees”). The Fees Invoice is valid for a period of 10 days from its issuance.

Partner shall also be required to pay a refundable security deposit amounting to $25,000 (“Security Deposit”) which shall be set forth in the applicable Order Form.

As a condition precedent to the execution of this Agreement, the Partner shall provide a bank guarantee in favor of the Company. The bank guarantee shall be issued by a reputable bank acceptable to the Company and shall be in the amount equivalent to the rent payable for the Lock-In Period (the “Guarantee Amount”), to secure the Partner’s obligations under this Agreement, and shall remain valid for the entire duration of the Lease Term. The bank guarantee shall be unconditional, irrevocable, and payable on demand by the Company in the event of any default by the Partner under this Agreement.

Fees for subscriptions to the Application or Services are fixed and billed upon the date of purchase for the initial year of the Term and billed annually in advance upon each anniversary thereafter throughout the Term. Application subscriptions will automatically renew for additional one-year periods. In the event that Partner defaults on a payment, and fails to cure such default within the cure period, Company reserves the right to withhold the Security Deposit, and also trigger the bank guarantee to the extent necessary at Company’s sole discretion.

Partner acknowledges that manufacturing of Products will not commence until Company receives the signed Order Form and the payment.

The amount of any valid sales, use, excise or other similar tax that is attributable to Partner’s lease of Equipment will be paid by Partner. Where applicable, Company will invoice Partner for any such taxes. In the event that Partner is exempt from the payment of the taxes described in this section, Partner will provide Company with a valid tax self-assessment or exemption certificate acceptable to the taxing authorities. Any certificate of exemption or similar document or proceeding required to exempt the sale of Products, Application or Services from sales or use tax liability shall be obtained by Partner, at its expense.

All payments shall be affected only by demand drafts/RTGS/NEFT/wire transfer in favour of UrbanKisaan Farms Private Limited payable at Hyderabad, India. Cash transactions with UrbanKisaan’s representatives/employees are prohibited.

The costs of construction, installation, packing, shipping, insurance, taxes, duties, hiring local contractors and other related fees are in addition to quoted Product prices; such costs will be quoted on a case-by-case basis, and are the responsibility of Partner, and if paid by UrbanKisaan will be separately itemized in invoices to Partner.

If payment is not received within 14 days of the due date set forth in the applicable Order Form, UrbanKisaan may delay manufacturing and/or shipment. In addition, if payment is not received within 30 days, UrbanKisaan may assess, and the Partner agrees to pay, a late payment charge at the rate of 1.5% per month (18% annualized), of any overdue amount from the due date to the date of receipt of payment by UrbanKisaan.

If any amounts due to Company from Partner becomes past due for any reason, Company may at its option and without further notice, withhold performance of its obligations under this Agreement until all invoices have been paid in full, and such non-performance of its obligations shall not be considered a breach or default of any of Company’s obligations hereunder or under any Order Form.

Notwithstanding the foregoing, in the case that the Partner does not submit any payment within 60 days of its due date, UrbanKisaan may, in its sole discretion, cancel an Order Form, in addition to all other remedies available to UrbanKisaan. The Partner agrees to timely pay all costs of collection, including without limitation reasonable attorney’s fees, incurred in the collection of payment in connection with any Order Form.

5. Representations and Warranties

(a) Company represents and warrants to the Partner the following:

It has the necessary power and authority to enter into and perform this Agreement.

It will comply with all Applicable Laws and regulations in the exercise and performance of its rights and obligations under this Lease Agreement.

The execution, delivery, and performance of this Agreement shall not contravene the rights of any third parties or any Applicable Law or judicial order.

The quality of the Products supplied by UrbanKisaan to the Partner under this Agreement shall be, at the time of being shipped to the Partner, (i) structurally sound, (ii) in good operating condition and repair, (iii) adequate for the uses to which they are being put, subject to normal wear and tear, and (iv) free of any need for maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Equipment comprises of certain original products and a significant number of third party manufactured components. UrbanKisaan represents to the Partner that the Equipment to be supplied pursuant to this Agreement shall, at the time of passing of title and risk, be free from defects in design, material, and workmanship and subject to the generally acknowledged standards.

UrbanKisaan shall for a period of one (1) year from the date that the Equipment is dispatched from its premises in India, remedy any latent defects in the UrbanKisaan manufactured components as indicated in each Order Form (collectively, “Company Original Components”) which are due to faulty design, materials, or workmanship.

All third party manufactured components supplied to the Partner shall be in good and proper working condition and shall be covered by the warranty offered by the OEM. UrbanKisaan shall provide all appropriate warranties for the third-party components and provide reasonable assistance to the Partner to ensure that the Partner is able to claim benefits under an OEM warranty.

(b) The Partner represents and warrants to the Company the following:

It has the necessary power and authority to enter into and perform this Agreement.

It will comply with all Applicable Laws and regulations in the exercise and performance of its rights and obligations under this Agreement.

It has and shall for the term of this Agreement maintain all valid permits, consents, licenses, registrations and other approvals from the appropriate authorities to perform its obligations under this Agreement.

Partner hereby represents that all tasks related to civil excavation and laying the foundation and such requirements and specifications for installation and operation of the Product are the responsibility of Partner.

Partner hereby represents that availability of required electrical power and water as per specification provided during the construction phase and post-installation phase.

The execution, delivery, and performance of this Agreement shall not contravene the rights of any third parties or any Applicable Law or judicial order.

Partner hereby represents that it shall not, itself or through any of its personnel, give or promise to give money, or any gift, to any employee of UrbanKisaan, to influence their decision regarding this Agreement, nor shall it exert or utilize any unlawful influence through a promise to pay commission, percentage, brokerage, or contingent fee to secure or solicit any extension thereof.

Partner represents and warrants that it shall not make or promise to make payment directly or indirectly, to any government or public international organization officials, political parties, or candidates for public office, or employee of a commercial customer or supplier, or private parties, for any purpose whatsoever.

The Partner represents and warrants that the Partner, and any person that acts for or on behalf of the Partner, is not (i) the direct or indirect target of any financial, economic or trade sanctions, export controls, or other trade-related restrictions administered or enforced by the United States, including the Department of the Treasury’s Office of Foreign Assets Control or the Department of Commerce’s Bureau of Industry and Security, or by the United Nations Security Council, the European Union, the United Kingdom, or any jurisdiction with whose laws Partner or its affiliates are required to comply in connection with its business and transactions contemplated under this Agreement (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of comprehensive Sanctions, including export controls that broadly prohibit exportation of goods, currently including Crimea, Cuba, Donetsk People's Republic, Iran, Luhansk People's Republic, North Korea, and Syria. The Products or the access to the Application or the Intellectual Property Rights shall not be granted to persons subject to Sanctions or in territories subject to Sanctions. Breach of this Section by the Partner shall lead to immediate termination by UrbanKisaan.

6. Covenants

Partner hereby agrees to the following:

It shall ensure that its obligations are carried out in a proper and diligent manner adhering to all statutory requirements, good industry practices as applicable and follow strict standards of quality.

It shall not act in any manner that disparages the Product or the goodwill and reputation of the Company. Partner undertakes that it shall take all necessary steps to adhere to this obligation and shall ensure that all Sub-Contractors and/or third parties engaged by it shall also comply with this Section.

The Partner shall not, nor permit or encourage any third party to, directly or indirectly, modify, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, Know-How, or algorithms relevant to any software or SaaS, Documentation or data related to the Product.

Partner shall provide all necessary information pertaining to packaging and labeling with respect to the local requirements in each jurisdiction within the territory to comply with Applicable Laws.

Partner shall promptly, following the receipt of the Products, examine such Products and satisfy itself that they meet its requirements. If in the opinion of the Partner, the consignment does not contain all the parts and components listed in the invoice or the Products are defective, the Partner shall raise a claim within seven (7) days (“Investigation Period”) of the date the Partner obtains the physical possession of such Products. If no claims are raised during the Investigation Period, the Products are deemed to be free of any latent defect or manufacturing and the risk shall pass solely to the Partner with respect to the Products.

If a claim is raised by the Partner alleging any damage to the Product or loss as result of manhandling of the Product during the transportation thereof, Partner shall promptly and within the timelines specified in any applicable transit insurance availed in respect of the shipment of the Products, claim such compensation for the damage or loss as per the insurance policy.

Partner shall keep the Product and all Equipment free and clear of all liens. Partner shall effect the removal of any such lien immediately upon written notice thereof from Company or otherwise becoming aware of the existence of the lien.

Partner shall not enter into any sublease of Product or Equipment without Company’s prior written consent, which consent may be withheld at Company’s sole discretion. No permitted sublease shall relieve Partner of its obligations under this Agreement, and Partner shall remain primarily liable under this Agreement and the for the performance of all of the terms hereof and thereof to the same extent as if such sublease had not occurred.

It will comply and will ensure that its Sub-Contractors complies with all local, state, federal, and international laws and regulations relating to the use, export, and importation of the Product.

It shall at all times designate a primary point of contact (“PPOC”) for communications regarding the performance of obligations under this Agreement from time to time. The PPOC will be responsible for coordination, due and timely performance of obligations, and communication on all matters pursuant to and concerning this Agreement between the Parties. The PPOC can be changed by the Partner only after consulting with UrbanKisaan and with at least 14 (fourteen) business days prior notice to UrbanKisaan, and any such change remains to UrbanKisaan’s satisfaction.

7. Disclaimer of Warranties As to the Product and Other Information

Except as specified in this Agreement, Company is providing the Product on an “as-is” basis. Company disclaims and will have no obligation or liability from this agreement with regard to Company’s Product for any implied warranty of merchantability, implied warranty of fitness for a particular purpose, or any other warranty, express or implied.

The warranties in Section 5(a) do not apply to any claim resulting from (a) normal wear and tear, (b) failure to apply, install or maintain the Products, or its components according to the applicable instructions and guidelines in the Documentation, (c) Partner or a third party’s abuse, neglect, misuse, misapplication or accident, or failure to exercise due caution in cleaning, maintenance, or operation, of the Products, (d) Partner’s or a third’s Party’s alteration or modification of the Products, (e) interoperation or combination with third party hardware not provided by UrbanKisaan, (f) substitution of any Equipment in whole or in part with any unauthorized component, including any work surfaces, towers, lights, pumps or tanks, (g) failure of Partner to provide a suitable operating environment for the Products.

Company does not guarantee any specified crop output in the farms, market for crops grown or quality of farm output since these are dependent on various agronomic inputs used or factors, including practices pertaining to utilities like water and light, pest attacks, weeds, insects, diseases in crops, seed mortality and germination rates.

Company is not obligated to provide service, upgrades, updates, improvements, or enhancements to the Products, Application or Services beyond those expressly set forth herein or in an Order Form. Before or after acceptance of an Order Form, Company may, without approval from or notice to Partner, make changes to the Products, Applications or Services that do not adversely affect their performance or function.

Any written or oral communication that has been shared with respect to output or the yield estimates of the farm by the Company is on a controlled and ideal conditions based on rigorous experiments conducted by it and serves only as general guidelines. Company does not guarantee that these estimations will be achieved consistently and that actual yields may vary significantly.

Partner agrees that the nature of business requires company to ship the Equipment through multiple modes. Company shall not be liable for any supply chain disruptions caused due to unforeseeable circumstances.

8. Limitation of Liability

To the maximum extent permitted by law, Company disclaims and shall have no obligation or liability to Partner, or any Sub-Contractor with respect to this Agreement, for any type of indirect, incidental, special, exemplary, punitive or consequential damages or lost profits arising out of any breach of warranty or otherwise under this Agreement (whether in tort, contract, strict liability, or otherwise) and whether or not such Party has been advised of the possibility of such damage.

Company is not responsible for any electronic virus or viruses that the Partner may encounter. Partner is encouraged to routinely scan their computers and associated devices using a reliable anti-virus product to detect and remove any viruses, trojans, malware, or any other invasive application or software.

The Company’s liability to the Partner shall be limited to repair or replacement in Company’s sole discretion of the defective portion thereof Company Original Components during the Warranty Period. For clarity, the defective portion of the Company’s Original Component shall be returned to the Company in the event of a replacement. Company shall not be responsible to the Partner for any consequential or incidental damages or expenses of any kind or nature, regardless of the cause.

9. Third Party Infringement

Partner shall promptly notify Company in writing if during the Term of this Agreement, Partner becomes aware of any infringement, misappropriation, or unauthorized use of Company’s Product. Company shall have the sole and exclusive right to bring an action for misappropriation against any such third party and Partner shall fully cooperate in and assist with such suit and proceeding, at Company’s expense. If necessary, Partner agrees to be joined in such suit.

10. Indemnification

Company Duty to Indemnify. Company hereby agrees to defend and hold harmless Partner, its directors, officers, employees, and subsidiaries from any and all claims, damages, liabilities, costs, and expenses, including by way of example and not limitation, attorney's fees and costs, due to or arising out of or resulting from all third-party claims that the Product infringe third-party copyrights or patents or constitute misappropriation of any third-party technologies. Company shall bear the expense and have sole and complete control of the defense, settlement, adjustment, or compromise of all aspects of any suit with respect to which Company may have an obligation to indemnify Partner hereunder.

Partner Duty to Indemnify. Partner hereby agrees to indemnify and hold harmless Company, its directors, officers, employees, and subsidiaries from and against any and all claims, third-party claims, damages, liabilities, costs, and expenses, including by way of example and not limitation, attorney's fees, and costs, due to or arising out of or resulting from:

• Partner’s breach of the terms of this Agreement.
• Partner’s unauthorized use of the Product hereunder.
• Any personal injury, death or property damage that arises from or results from the sale of any products or services that incorporate the Product; and
• Any product liability concerning any product, process, or service made, used, or performed pursuant to any right or license granted under this Agreement.

The Party seeking indemnification shall provide the indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the indemnifying Party, and shall cooperate with the indemnifying Party, its insurance company, and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

If a claim is made that the Product, or any portion thereof, infringes any patent, copyright, trade secret, or other proprietary right, Company, at its sole expense and option, shall either: (i) procure for the Partner the right to exercise the rights and licenses granted hereunder with respect to the Product; (ii) modify the Product to make it non-infringing but continue to meet the product specifications; (iii) replace the Product with equivalent but non-infringing software of like functionality that meets the product specifications; or (iv) terminate this Agreement and provide a prorated refund of the fees to Partner upon the return to Company of the infringing Products; provided, however, that the liability of Company pursuant to this Section 10(d) shall be subject to the limitations set forth in Section 8 of this Agreement.

11. Term and Termination

Term. The terms of this Agreement will become effective on the Effective Date and shall remain in force for a period of five (5) years unless terminated in accordance with the terms of this Section (“Term”). This Agreement shall have a fixed term of three (3) years from the Effective Date (“Lock-In Period”), and neither Party shall terminate this Agreement prior to the Lock-In Period for any reason. At the end of the Lock-In Period, this Agreement shall automatically renew for a term of five (5) years, unless either Party gives a prior written notice one hundred and eighty (180) days to the other Party of its intent not to renew.

Termination Without Cause. Post the Lock-In Period, either Party may terminate this Agreement for any reason upon one hundred and eighty (180) days prior written notice to the other Party.

Termination for Default. In the event that Partner commits a material breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, Company may terminate this Agreement immediately upon written notice to Partner.

Termination for Bankruptcy. Company may terminate this Agreement upon notice to Partner if Partner becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Partner and not dismissed within ninety (90) days, or if Partner becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

Change in Circumstances. In the event that the Company deems it necessary to recall the Products from the Territory, whether as a consequence of issues discovered by UrbanKisaan, or if required by local authorities in the Territory, UrbanKisaan shall be entitled to terminate this Agreement by giving a sixty (60) day notice to the Partner.

Effect of termination. Upon termination or expiration of this Agreement, UrbanKisaan shall cease to accept new Order Forms. The Product shall become available for purchase to Partner after the termination of this Agreement, and the Parties shall mutually agree upon the terms for such purchase and enter into a separate agreement for the same. In the event that Partner does not purchase the Product, Partner shall return the Product at Partner’s sole cost and expense, in good condition as when delivered to Partner ordinary wear and tear excepted, to a return location designated by the Company within thirty (30) days of the termination or expiration of this Agreement. In the event that Partner has any pending dues at the time of termination, Company reserves the right to withhold the Security Deposit, and also trigger the bank guarantee to the extent necessary at Company’s sole discretion.

Notwithstanding any termination or expiration of these terms, provisions which are by their nature intended to survive termination or expiration of the Agreement including clauses on confidentiality, intellectual property, governing law, and jurisdiction shall survive any expiration or termination of these terms.

Early Termination After Lock-Up (Month 36–60) Partner may terminate after Month 36 by giving 90 days’ notice and paying: (i) 50% of remaining payments through Month 60, (ii) rent due through termination, (iii) shipping/insurance/return costs, and (iv) other due obligations. Upon full payment and return, lease obligations cease.

Early Termination During Lock-Up (Before Month 36) If Partner terminates before Month 36, they must pay: (i) rent through Month 36, (ii) an additional 25% of those remaining payments, (iii) all return costs, and (iv) other outstanding sums. After payment and return, lease obligations end.

12. Force Majeure

Except for monetary obligations hereunder, neither Party will be responsible for delays resulting from causes beyond the reasonable control of such Party, including acts of God, storms, fire, explosion, flood, war, terrorism, strike, riot, sabotage, vulnerabilities in maritime or air cargo activities, civil commotion or civil unrest, pandemics, epidemics, or other health emergencies, provided that the nonperforming Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

13. Survival of Obligations

The Parties’ respective rights, obligations, and duties under Sections 3, 5, 6, 7, 8, 9, 10, 12, 14 and 16 as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement.

14. Relationship of the Parties

The Partner shall not represent itself as an agent or representative of the Company whether in express or implied terms. Company and Partner are independent contractors. Nothing in this Agreement shall be construed, expressly or impliedly, to create a partnership, joint venture, agency, joint ownership, or joint work. Neither Party has the authority to represent or bind the other Party. Neither Party shall be responsible for the acts or omissions of the other Party.

15. No Security Agreement

Partner shall not enter into any agreement under which Partner grants to or otherwise creates in any third party a security interest in this Agreement or any of the rights granted to Partner herein. Any grant or creation of a security interest purported or attempted to be made in violation of the terms of this provision shall be null and void and of no legal effect.

16. Miscellaneous

Neither Party may assign, transfer or sublicense this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, except either party may assign, transfer or sublicense this Agreement to a successor entity in the event of a merger, consolidation or sale of all or substantially all of their respective assets, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its schedules, exhibits and any Order Form(s), is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Company may send excess material for installation of the Product at the farm to avoid any delay in the projects schedules due to material shortage. Such excess materials will accompany the regular material, but on the invoice the value of the regular material will be reflected. Therefore, after the execution of the project, Company has the right to bring back the excess material laying at the site. Parties shall jointly and severally be responsible, and Company shall have no responsibility, for (a) properly disposing of wastes, spent materials, and other materials constituting or used in connection with the Products, or (b) personal injury or property damage resulting from or alleged to result from the improper use of the Products or the use of non-Company authorized materials in conjunction with the Products, including, without limitation, material introduced into the Products by Partner. This Agreement will be governed by and construed in accordance with the laws of the Republic of India. Jurisdiction and venue for the adjudication and enforcement of this Agreement shall be in the courts situated in the Hyderabad, India. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. All notices required to be sent hereunder will be in writing (email being sufficient; hello@urbankisaan.com for Company) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.