VENDOR AGREEMENT

THIS VENDOR AGREEMENT (this "Agreement") is made at Mumbai as o

n the 03rd ___ day of May, 2018 (the “Effective date”).

BETWEEN

NYKAA E-RETAIL PRIVATE LIMITED, a company incorporated under the provisions

of the Companies Act, 2013 and having its registered office at 104, Vasan Udyog Bhavan,
Sun Mill Compound, Lower Parel, Mumbai – 400013, ("NYKAA, www.nykaa.com or the
NYKAA App.”, which expression shall, unless repugnant to or inconsistent with the context
or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE
PART;

AND

LAKME LEVER PRIVATE LIMITED a Company incorporated under the provisions of

the Companies Act, 1956 and having its registered office at 1st Floor, Shree Nivas House, H
Somani Marg, Behind Bombay Gymkhana, Fort, Mumbai – 400001, (“LAKME”) expression
shall, unless repugnant to or inconsistent with the context or meaning thereof, be deemed to
mean and include its successors) of the OTHER PART.
WHEREAS:

A. NYKAA is engaged in the business of marketing and selling beauty and wellness
products online of various brands including products under its own brand name "Nykaa"
(the "Business).

B. Lakme is engaged in the business of providing beauty and grooming services under the
brand name Lakme Salon/Lakme Absolute Salon.

C. In pursuance to the above, NYKAA has agreed to contract with Lakme for rendering
beauty services to the Nykaa pass Members, on the terms and conditions hereinafter
appearing.

NOW THEREFORE, in consideration of, and subject to, the mutual covenants, agreements,
terms and conditions herein contained the mutual benefits to be derived therefrom and other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties agree as follows:

NYKAA and Lakme are hereinafter collectively referred to as the "Parties" and individually
as the "Party".

1. Scope of services:

The members can purchase the Nykaa pass membership on the website
www.nykaa.com after paying the prescribed fee. It is agreed between the parties that
member holding a valid Nykaa pass is entitled to avail a discount of 10% on all
services at all outlets of Lakme Salons except for club salons

This discount benefit will be available to members at all Lakme outlets, whether
company owned or on franchisee owned/operated. Lakme staff at the outlets may ask
the members to present a valid photo id proof and proof of membership at the time of
payment to avail the discount. The pass is valid in India only. members may bring an
additional individual and/or any number of individuals children below the age of 12 to
avail services at the same appointment along with them, in this case, billing needs to
be done together for all services availed.

Discounts will not be applicable on any products that Lakme may sell to the members.
The members cannot combine the discounts with any other offers that Nykaa/Lakme
may run from time to time.

Lakme Both Parties must give utmost importance to conduct of business practices
with highest standards of health, safety, ethics & compliance with applicable laws and
regulations.
 2. Terms and conditions:

2.1 During the term of this Agreement, Nykaa may promote Lakme and use Lakme’s logo
and images for marketing purposes. Any such activities shall be approve by the
Marketing team of Lakme

2.2 Nykaa does not guarantee continued display of Lakme’s name/logo on the website on
account of staggered sale windows for the membership pass that may be opened and
closed at Nykaa’s discretion.

2.3 Nykaa does not guarantee any minimum commitment of members traffic/footfalls at
any of Lakme’s outlets.

2.4 The medium of selling and marketing the pass is solely at Nykaa’s discretion.
Promotions for brand-led campaigns may be chargeable.

2.5 Nykaa reserves the right to restrict the sale of the pass to certain members/members
locations.

2.6 Lakme must render the services to the members in a professional manner.

2.7 Lakme shall provide intimation via email at least 30 days prior in case of closure or
any of its outlets whether company owned or franchisee owned/operated.

2.8 Subject to any exceptions set forth in these Agreement, Lakme shall not:

a) misrepresent the location at which they will provide a service;

2.9 Lakme agrees familiarize staff members at outlets where Nykaa pass can be
redeemed, whether company owned or franchisee owned and/or operated, with the
Nykaa pass terms and method of operation to provide relevant discounts to Nykaa
pass members. Nykaa is not responsible for any wrong billing done by Lakme staff
member

[2.10] Nykaa reserves the right to impose a penalty of Rs. 1,000/- per member per visit, if
any outlet of Lakme is found to not honor the Nykaa pass benefit to a valid member.
If this

[2.11] Lakme agrees that its staff members, whether at company owned or franchise owned
and/or operated outlet, will not discriminate/deliberately refuse appointments to
Nykaa pass members for available service slots.

[2.12] Nykaa does not have control over the quality, suitability, reliability, timing,
durability, legality, failure to provide, or any other aspect whatsoever of any services
 provided by Lakme nor of the integrity, responsibility or any of the actions or
omissions whatsoever of any Lakme and members. Nykaa makes no representations
or warranties whatsoever with respect to any services offered or provided by Lakme
and about the accreditation, registration or licensing of the Lakme.

2.10[2.13] Lakme acknowledges that, Nykaa is not responsible for misbehavior of Nykaa
pass members, including but not limited to theft by the members.

[2.14] Lakme must check the eligibility of the members before rendering the services on the
grounds of medical conditions and age.

3. Prices

3.1 Price of the services and products are exclusive to Lakme. Lakme reserves the right to
alter prices without any prior notice. The price as on date of service or product
purchase will be billed and are subject to tax at prevailing rates.

4. Representation and Warranties

4.1 Each Party represents to the other Party hereto that:

4.1.1 it is duly incorporated or organized with limited liability and existing under the
laws of the jurisdiction of its incorporation;
4.1.2 it has been duly authorized by necessary corporate actions and has all the
necessary licences, permits and consents for the execution and delivery and
performance of the transactions contemplated under this Agreement;
4.1.3 this Agreement constitutes the legal and binding obligation between the Parties
4.1.4 the execution and delivery of this Agreement will not: (i) result in a breach of any
provision of the Memorandum or Articles of Association; (ii) result in a breach of,
or constitute a default under, any agreement or arrangement by which it is bound;
(iii) result in a breach of any order, judgment or decree of any court or
governmental agency to which the party is bound; and (iv) violate any Legal
Requirements.

5. Intellectual Property

i. Intellectual Property means all of the following items, regardless of the form or
medium involved (e.g., paper, electronic, tape, tangible or intangible): (i) all Lakme
data and information processed or stored by Service Provider Software; (ii) all Trade
Marks; (iii) The results and reports of Service Provider which will be created during
the Term of this agreement, whether conceived or developed alone, jointly or with
others including any and all inventions, developments, creative works, know-how
and useful ideas of any description whatsoever and any works in progress and (iv) all
Confidential Information and all other information, materials, and copyrightable or
 patentable subject matter developed, acquired, licensed, or used by a party or any of
its Affiliates in the operation of the business. Lakme shall be deemed to be the sole
owner of any and all rights of whatsoever nature therein, whether or not now or
hereafter known, existing, contemplated, recognized or developed, with the right to
use the same in perpetuity in any manner Lakme determines in its sole discretion.

ii. Neither party shall use, disclose or duplicate the Information for any purpose other
than as specified in this Agreement or make the Information available to
unauthorized third parties. Each party shall protect the Information and all portions
or copies thereof and all other confidential information of the other party from
unauthorized copying, use, dissemination, and disclosure. In no event shall either
party, its personnel or agents decompose, decompile, disassemble or attempt in any
way to reverse engineer or reconstruct the other party’s contributions to the
Information, or allow, authorize or cause any third party to do so.

6.[5.] Term

6.1[5.1] This Agreement shall come into force with effect from the “Effective date” and
shall be in force and effect for 1 year (the "Initial Term") and thereafter the Parties
may renew this Agreement upon mutual consent for any further period (the
"Extended Term"). Initial Term and Extended Term shall be collectively referred to
as the "Term".

6.2[5.2] There will be a lock-in period of 6 (six) months from the date of execution of the
said Agreement, wherein neither Lakme nor Nykaa can terminate the Agreement. If
either party terminates the Agreement during the lock-in period, a penalty of Rs.
50,000/- will be levied on the party.
7.[6.] Termination

7.1[6.1] Each Party shall be entitled without prejudice to any other accrued rights, to
terminate this Agreement, on or at any time after the occurrence of any of the
following events:

7.1.1[6.1.1] if the other Party commits a breach which is incapable of remedy;

7.1.2[6.1.2] if the other Party commits any breach capable of remedy and has not been
remedied within thirty (30) days of written notice by the other Party; or
7.1.3[6.1.3] in the event of winding-up, bankruptcy, insolvency, liquidation for the
purpose of reconstruction or amalgamation, by providing the other Party with 30
days written notice.

7.2[6.2] This Agreement may terminate in case of expiry of the Term by efflux of time.
7.3[6.3] Without prejudice to the generality of the foregoing, either Party may terminate
this Agreement without cause by giving to the other Party a written notice of sixty
(60) days.

7.4[6.4] In addition to and without prejudice to the other termination conditions

mentioned above, the Agreement may be terminated by either Party in the event of
any intervening force majeure (natural disaster, war, etc.) recognized under the
governing law.

[7.] Non-Competition:

[7.1] Lakme acknowledges that, for a period of 5 years from the date of termination of
this Agreement, however caused, it will not, for any reason, directly or indirectly,
either as an individual or as a partner or as part of a joint venture, or as an employee,
or in any other capacity, be engaged or employed in a business which is in direct
competition with Nykaa involving the specific activities performed by Lakme on
behalf of Nykaa.

[7.2] Lakme agrees that, during the term of this Agreement, it will not directly sell its
memberships to members on behalf of Nykaa. Lakme acknowledges that, they will
not circumvent members the Nykaa pass process by offering a better discount to
members for directly purchasing their own membership.

[7.3] The parties agree that if any covenant or provision in this clause is determined to be
void or unenforceable at law due to period of time, geographical area, or otherwise,
then such covenant or provision shall be reduced in scope or amended, as to term,
geographical area or otherwise, to the extent required so that the covenant or
provision, as so reduced or amended, is enforceable at law and the unenforceable part
shall be deemed to be severed from the balance, which balance shall survive and be of
full force and effect.
[7.4]
[7.5] The covenants and agreements contained in this clause shall survive the termination
of this Agreement.
8. Force Majeure

8.1 In the event that either Party is prevented from performing or is unable to perform any
of its obligations under the Agreement due to any Act of God, fire, casualty, flood,
earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot,
insurrection or any other cause beyond the reasonable control of the Party invoking
this section ("Force Majeure Event"), and if such Party shall have used its
commercially reasonable efforts to mitigate the effects of such Force Majeure Event,
such Party shall give prompt written notice to the other Party, and its performance
shall be extended for the period of delay or inability to perform its obligations due to
such occurrences.
9. Indemnity

[9.1] Lakme Either Party hereby agrees to indemnify, defend and hold harmless Nykaa
the other Party and each of its Affiliates from and against any and all claims, losses,
demands, liabilities, costs and expenses (including reasonable attorney’s fees and
costs and expenses related thereto) suffered or incurred by Nykaa the other Party or
any of its Affiliates as a result of, or in connection with, any third party / members
claims to the extent caused, in whole or in part, by fraud, gross negligence or willful
misconduct of Lakme the Other Party or any of its Affiliates in performing the
services.

9.1[9.2] Nykaa is not responsible for members behavior, Lakme may take action as per its
standard policies in case of any members misconduct.

[9.3] Lakme also agrees to indemnify Nykaa and each of its Affiliates against all member
claims or complaints arising from injury, service quality, products used, allergies,
sensitivities, etc., which may arise out of services rendered by Lakme.

9.2[9.4] The responsibility or obligation to indemnify set forth in this Clause 10 shall
survive the termination of this Agreement.

10. Confidentiality

10.1 Each Party undertakes that during the Term of this Agreement and till 1 year
subsequent to termination, it shall not reveal, and shall use its reasonable efforts to
ensure that its directors, officers, managers, partners, members, employees, legal,
financial and professional advisors and bankers (collectively, the "Representatives")
do not reveal, to any third party any Confidential Information without the prior
written consent of the "Disclosing Party").

10.2 The provisions of Clause 10.1 shall not apply to:

10.2.1 disclosure of Confidential Information that is or becomes generally available to

the public other than as a result of disclosure by or at the direction of a Party or
any of its Representatives in violation of this Agreement;
10.2.2 disclosure by a Party to its Representatives provided such Representatives are
bound by similar confidentiality obligations; or
10.2.3 disclosure, after giving prior notice to the other Parties to the extent practicable
under the circumstances and subject to any practicable arrangements to protect
confidentiality, to the extent required under the rules of any stock exchange or by
Applicable Laws or governmental regulations or generally accepted accounting
principles applicable to any Party or judicial or regulatory process or in
connection with any judicial process regarding any legal action, suit or proceeding
arising out of or relating to this Agreement.
10.3 If a Party (the "Disclosing Party") breaches, or threatens to commit a breach of any of
the provisions of this Clause 11, the other Party (the "Non-Disclosing Party") which
is the proprietor of the Confidential Information shall have the right and remedy to
have such provisions specifically enforced by any court or tribunal having
jurisdiction, it being acknowledged and agreed that any such breach or threatened
breach will cause irreparable injury to such Non-Disclosing Party’s interests and that
monetary damages may not provide an adequate remedy to such Non-Disclosing
Party.

11. Independent Contractor Status

11.1 The Parties agree that Lakme will act as an independent contractor in the performance
of this Agreement. Nothing under the terms of this Agreement authorizes Lakme to be
an agent or legal representative of Nykaa for any purpose whatsoever, and Lakme is
not granted hereunder any right or authority to make any representation, or to assume
or create any obligation or responsibility, express or implied, on behalf of or in the
name of Nykaa in any manner whatsoever.

11.2 This Agreement shall not be deemed to create an employment agreement, joint
venture, partnership, association or agency between the Parties. The Parties
understand and agree that this Agreement is not a contract of employment, or an offer
to enter into a contract of employment.

11.3 Lakme acknowledges that Nykaa provides no benefits to Lakme and waives any
rights to any benefits that Nykaa may provide to any of its employees including,
without limitation, workman's compensation; medical, health, life, or other forms of
insurance; bonuses; or any equity interests (i.e. stock options).

12. Entire Agreement

12.1 This Agreement sets forth the entire understanding between the Parties and
supersedes all prior agreements, arrangements and understandings relating to the
subject matter hereof between the Parties.

13. Notice

13.1 Any notice or communication to be given under this Agreement shall be in English
language only. Any notice required or permitted to be given under the Vendor
Agreement shall be in writing and may be given by delivering, sending by electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy, or sending by prepaid registered mail to the following
 address or number (or to such other address or number as either Party may specify by
notice in writing to the other Party):

If to NYKAA:

Attention: Legal Team

Office address: 104, Vasan Udyog Bhavan, Sun Mill Compound, Lower Parel,
Mumbai 400013
Email Address: [email protected]

If to LAKME:

Attention: Suchita Dalvi

Office Address: 022- 39832117
Email Address: [email protected]

14. Further Acts

14.1 Each Party shall sign, execute and deliver any document and shall perform any other
act which may be necessary or desirable to give full effect to this Agreement and each
of the transactions contemplated under this Agreement.

14.2 Without limiting the generality of the foregoing, if any approval of any governmental
authority is required for any of the arrangements under this Agreement to be effected,
each Party will use all reasonable efforts to obtain such approval.

15. Amendment

15.1 This Agreement shall not be modified, altered or amended in any manner whatsoever
except by an agreement in writing signed by both Parties in which this Agreement is
expressly referred to.

16. Waiver

16.1 Any of the provisions hereof may be waived by the Party entitled to the benefit
thereof, however, neither Party shall be deemed, by any act or omission, to have
waived any of its rights or remedies hereunder unless such waiver is in writing and
signed by the waiving Party to the extent specifically set forth in such writing. A
 waiver in reference to one particular event shall not be construed as continuing waiver
of any right or remedy to a subsequent event.

17. Assignment

17.1 The right and obligations under this Agreement cannot be assigned unless mutually
agreed in writing and signed by both Parties.

18. Severability

18.1 This Agreement is severable; that is if any provision is determined to be illegal or

unenforceable by any court of competent jurisdiction such provision shall be deemed
to have been deleted without affecting the remaining provisions of this Agreement.

19. Counterparts

19.1 This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the same
instrument.

20. Liability

20.1 For all the consumer complaints arising out of defect or Quality issues from members
or End user of Nykaa.com, Lakme shall be solely responsible and shall settle the
claim filed by the end user or members at any court, forum or tribunal, situated
anywhere in India. However, in case there is any complaint related to Nykaa Pass than
Nykaa shall be solely responsible to resolve it.

21. Dispute Resolution

[21.1] Any dispute arising out of or in connection with the Agreement, including any
question regarding its existence, validity or termination, shall be referred to and
finally resolved by arbitration under the Indian Arbitration & Conciliation Act, 1996.
The number of arbitrators shall be one (1) and the same shall be appointed by
NYKAA. mutually by the parties. The seat of arbitration shall be Mumbai. The
language to be used in the arbitral proceedings shall be English.

22. Governing Law and Jurisdiction

The Agreement and all questions arising in connection with it shall be governed by
and will be construed according to the laws in force in India and the Courts of
Mumbai will have exclusive jurisdiction to settle any disputes which may arise out of
or in connection with the Agreement.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by

their duly authorized officers or representatives on the day and year first above
written.

Please sign Please sign

here here
_________________________
Signed and Delivered Signed and Delivered

by the within named NYKAA by the within name

For NYKAA E-RETAIL PRIVATE For Lakme Lever Private Limited
LIMITED represented by
represented by Name: ____________________
Sachin Parikh Designation: ________________
[Chief Finance Officer]
In the presence of :
In the presence of : Witness:
Witness :
Please sign
Please sign here
here _____________________________
_______________________ _
Nihir N. Parikh Name: ____________________
[Chief Business Officer] Designation: ________________
 Annexure 1

1 Name of the Party LAKME LEVER PRIVATE LIMITED

Registered address of the
2 LAKME LEVER PRIVATE LIMITED
Party / company
Type of Company
3 (Partnership / PRIVATE LIMITED
Proprietorship / Pvt. Ltd.)
Base LOCATION of the
4 Maharashtra
Vendor
5 Contact Person Name Suchita Dalvi
6 Contact Number 022- 39832117
7 GST NO. 27AABCL5555B1ZQ
Bank Name HSBC
Bank A/c. No. 002497766001
8 Bank Details Bank Address HSBC,M.G.Road,Mumbai
-400001
IFSC Code HSBC0400002