COMPARISON IN AGREEMENTS

Clause 1:

Old: ‘agrees to provide to the QWIKCILVER its Gift Cards’.

New: ‘agrees to intimate regarding its Gift Cards’

Clause 2- VALIDITY CLAUSE:

Old: MOU shall be valid for 1 year from 24th April, 2015 till 23rd April, 2016.

New: MOU shall be valid for two years from 1st of February, 2017 till 31st January, 2018.

OBLIGATION OF PARTIES:

Clause 3 (a)

Old: QWIKCILVER shall procure the Gift Cards from RRL

New: QWIKCILVER shall procure the Gift Cards referred to in Clause 1 of this MOU from
RRL

Clause 3(b)

Old: RRL will dispatch the Gift Cards within 1 days of receiving valid procurement order or
request

New: RRL will dispatch the Gift Cards within 2working days of receiving valid procurement
order or request

Clause 3(c)

Old: RRL shall provide the following details of the Gift Cards while dispatching the same to
QWIKCILVER:

a. Gift Cards Serial No.

New: RRL shall provide the following details of the Gift Cards while dispatching the same to
QWIKCILVER:

b. Gift Cards Serial No.

c. Period of validity
d. Number of gift cards being supplied; and
e. Denomination of the Gift Cards

Clause 3(h)
Old: Qwikcilver has agreed to procure minimum quantity of Gift Cards worth Rs. 50,00,000
(Rupees Fifty Lacs) per annum within one year from the date of signing of this MOU.

New: Qwikcilver has agreed to procure minimum quantity of Gift Cards worth Rs. 1,00,00,000
(Rupees One Crore) per annum within one year from the date of signing of this MOU.

Clause 3(i)

Old: The Gift Cards procured by Qwikcilver will be utilized only at participating selected retail
stores/formats of RRL as per Annexure A attached hereto.

New: The Gift Cards procured by Qwikcilver will be utilized only at participating selected retail
stores/formats of RRL as per terms and conditions of the Gift Cards.

Clause 4: PRICE AND PAYMENT

TABLE MISSING IN NEW AGREEMENT

CLAUSE 5: INTELLECTUAL PROPERTY

Clause 5(b)

Old: QWIKCILVER recognizes and acknowledges the proprietorship of RRL’s trademarks,

logos and the valuable reputation and goodwill attached to the said trademarks. QWIKCILVER
hereby agrees that it is willing to co-operate with the RRL in preserving such reputation and
goodwill and pledges to refrain from doing any act, directly or through a third party which may,
in any way impair the said proprietorship of the RRL.

New: Each Party recognizes and acknowledges the proprietorship of RRL’s trademarks, logos
and the valuable reputation and goodwill attached to the said trademarks. Each Partyhereby
agrees that it is willing to co-operate with the other Party in preserving such reputation and
goodwill and pledges to refrain from doing any act, directly or through a third party which may,
in any way impair the said proprietorship of the other Party.

Clause 5(c)

Old: Nothing herein contained shall at any time during the continuation of this MOU or after the
expiry or earlier determination thereof give or be deemed to give or shall be intended to give or
confer upon QWIKCILVER any right, title or interest or claim in or to the said trade mark and
logos belonging to the RRL and shall continue to vest solely and absolutely in favor of RRL.

New: Nothing herein contained shall at any time during the continuation of this MOU or after
the expiry or earlier determination thereof give or be deemed to give or shall be intended to give
or confer upon either Party any right, title or interest or claim in or to the said trade mark and
logos belonging to the other Party and shall continue to vest solely and absolutely in favor of
such other Party.

Clause 5(d)

Old: QWIKCILVER hereby agrees to hold harmless and indemnified the RRL against any
losses, liabilities, damages, claims, costs and expenses (including attorney’s fees and expenses,
any third party claims) for breach by the Qwikcilver or its employees, any sub-contractor, agent
or representative, of any of the intellectual, industrial or other property rights of RRL or any
other persons.

New: Each Party hereby agrees to hold harmless and indemnified the other Partyagainst any
losses, liabilities, damages, claims, costs and expenses (including attorney’s fees and expenses,
any third party claims) for breach by the other Party or its employees, any sub-contractor, agent
or representative, of any of the intellectual, industrial or other property rights of either Party or
any other persons.

Clause 6: NO AGENCY

Old: The Qwikcilver shall not by any act pledge the credit of the other Party or impose or
attempt to impose any contractual obligations on RRL.

New: Either Party shall not by any act pledge the credit of the other Party or impose or attempt
to impose any contractual obligations on such Party.

Clause 10: LIABILITY

Old: RRL shall not be under any liability at all times during the term of this MOU and / or after
the termination of this MOU for loss of actual or anticipated profits; loss of goodwill; loss of
business; loss of revenue or of the use of money; loss of contracts; loss of anticipated savings
and/ or any special, indirect or consequential loss to any Customer or any third party arising out
of or in relation to the Services/Products.

For the purpose of this Clause “Liability” means any direct known, unknown, accrued,
contingent, asserted liability in or for breach of contract, negligence, misrepresentation, tortious
claim, restitution or any other cause of action whatsoever relating to or arising under or in
connection with this Agreement, including liability expressly provided for under this Agreement
or arising by reason of the invalidity or unenforceability of any term of this Agreement.
New: Either Party shall not be under any liability at all times during the term of this MOU and /
or after the termination of this MOU for loss of actual or anticipated profits; loss of goodwill;
loss of business; loss of revenue or of the use of money; loss of contracts; loss of anticipated
savings and/ or any special, indirect or consequential loss to any Customer or any third party
arising out of or in relation to this MOU and the Gift Cards, even if advised of the possibility of
the same.

For the purpose of this Clause “Liability” means any direct known, unknown, accrued,
contingent, asserted liability in or for breach of contract, negligence, misrepresentation, tortious
claim, restitution or any other cause of action whatsoever relating to or arising under or in
connection with this MOU, including liability expressly provided for under this MOUor arising
by reason of the invalidity or unenforceability of any term of this MOU.

Clause 12: MISCELLANEOUS

Clause 12(vii), Assignment:

Old: Qwikcilver shall not assign or transfer any of their rights, benefits or obligations under this
MOU without prior written consent of RRL.

Clause 12(f), Assignment:

New: Each Party shall not assign or transfer any of their rights, benefits or obligations under this
MOU without prior written consent of the other Party.