DISTRIBUTION 

OR DISTRIBITOR AGREEMENT

THIS AGREEMENT is made and entered into on this day of , 2021 by and between
M/S SPG MEDISAFE PRIVATE LIMITED, a Limited Liability Non-Government Company incorporated
under the Companies Act, 2013, having its Registered Head Office at A – 239, Balaji Bhavan, Plot
No. 42A, CBD Belapur, Navi Mumbai – 400 614 and the Manufacturing unit situated at
Plati num Springs, Unit No. B-76, 77 & 78, Plot No. 6, MIDC, Taloja – 410 208
(hereinafter referred to as “THE COMPANY” (which expression shall, unless repugnant to the
context or meaning thereof, be deemed to include its successors and permitted assigns) of the
ONE PART

AND

having its office at

represented by , its Proprietor/Partner/Directors
hereinafter referred to as “THE DISTRIBUTOR” (which expression shall mean and include the
partners for the time being and from time to time constituting the said firm, the survivors of
them, their legal heirs and legal representatives of the last surviving partners in business and
permitted assigns) of the OTHER PART.

THE COMPANY and DISTRIBUTOR are hereinafter collectively referred to as the “PARTIES” and
each individually as a “PARTY”).

RECITAL
WHEREAS:

A) THE COMPANY is presently engaged, inter-alia, in the business of manufacturing,

marketing, sale, distribution, development and commercialization of the medical
devices throughout the country and abroad. The Company manufactures, market,
sale, distribute and develop the medical devices (“THE PRODUCTS”) as defined in
ANNEXURE – 1: The Product Range; and

B) M/s XYZ PRIVATE LIMITED is desirous being appointed as DISTRIBUTOR and as Official
Representative for the promotion and sale of the Products in the Territories on the
terms of this agreement. (hereinafter referred to as “THE DISTRIBUTOR”) of the
COMPANY. The Company hereby appoints the Distributor as an Official Representative
for the promotion and sale of the Products in the territories as defined in ANNEXURE –
2: Territories (the “Territories”); and

C) THE COMPANY after considering the aforesaid proposal and repeated request made
by M/s XYZ Private Limited has agreed to appoint them as DISTRIBUTOR, on the
following terms and conditions hereinafter appearing.

NOWTHEREFORE, in consideration of the mutual covenants and conditions herein contained,

and intending to be legally bound by this Agreement, the parties agree as follows:

1 SCOPE OF THE AGREEMENT: -

a. APPOINTMENT OF DISTRIBUTOR: Subject to all the terms and conditions of this
Agreement, including the requirements set forth in Section 2, THE COMPANY
hereby appoints as “THE
DISTRIBUTOR” for importation, promotion, distribution, marketing and sale of
THE COMPANY’S PRODUCTS (“THE PRODUCTS – THE PRODUCT RANGE”) listed in
“ANNEXURE – 1” and THE DISTRIBUTOR accepts such appointment, as an
authorized distributor, exclusive for the AREA AND TERRITORY. The term
“EXCLUSIVE” as used herein means that as long as Distributor is complying with
this Agreement THE COMPANY shall not appoint another third-party distributor
to sell Products in the Territory.

b. SOLE SUPPLIER: Distributor shall not obtain the Products for resale from any
person or entity other than from THE COMPANY. Notwithstanding the longer
duration of the Agreement, this exclusive purchase obligation applies for a
maximum period of five (5) years from the Effective Date and is contingent upon
the continued duration of the Agreement for such period of time. Distributor
may not sell the Products to customers in another territory where THE
COMPANY has exclusively reserved such territory for itself or another distributor,
Distributor shall be prevented from directly or indirectly (including through its
affiliates), actively searching and filling orders for any of the Products in other
territory.

c. COMPETITIVE PRODUCTS: During the Term THE DISTRIBUTOR shall not promote
or sell, directly or indirectly, any products manufactured or offered for sale by
another person or entity, which product competes with the Products (each, a
“Competing Product”). Distributor warrants that it does not promote or sell,
directly or indirectly, any Competing Products as of the Effective Date. During the
Term of this Agreement, THE DISTRIBUTOR shall disclose to THE COMPANY any
new products or treatments in the field of Medical Devices improvement that
Distributor intends to promote or sell, as well as the manufacturer of such
products, prior to promoting or selling such products and THE COMPANY shall
determine in its sole discretion whether such products are Competing Products.

d. CERTAIN ENTITIES: THE COMPANY may prohibit Distributor from providing

Products to any entity or person that it reasonably believes is using the Products
in violation of:

i. the terms of this Agreement or any Customer Agreement (as defined

below), or

ii. any law, regulation, policy, guideline, order, or similar authority issued by
a state or local government or any agency, board or commission thereof.

e. INDEPENDENT CONTRACTORS: The relationship of THE COMPANY and

Distributor established by this Agreement is that of independent contractors and
nothing contained herein shall be construed to:

i. give either party the power to direct and control the day-to-day activities
of the other,
 ii. constitute the parties as partners, joint ventures, co-owners or otherwise
as participants in a joint or common undertaking, or

iii. allow Distributor to create or assume any obligation on behalf of the

Company. All financial obligations associated with Distributor's business
and its performance under this Agreement is the sole responsibility of
Distributor. All sales and other agreements between Distributor and its
Customers are Distributor's exclusive responsibility and shall have no
effect on THE COMPANY and its Directors obligations under this
Agreement.

f. SUB DISTRIBUTORS: Distributor shall not appoint or use any third parties to
market, sell or distribute the Products unless such sub distributors, and
Distributor’s written agreement authorizing such sub distributor to market, sell
or distribute Products, has been expressly approved by THE COMPANY in writing.

2 RESPONSIBILITIES OF DISTRIBUTOR: -

a. Marketing and Promotion: The Distributor shall use its best efforts to vigorously
promote and sell the Products in the Territory, and shall at its cost and expense:

i. employ on its own behalf a sufficient number of specialized, trained, and

qualified personnel to promote and sell the Products in the Territory;

ii. maintain a professional sales and service organization as necessary to

install the Product at Customer locations and Customer service for the
Products in the Territory; and

iii. otherwise operate its business in a professional and ethical manner, in

each case in accordance with this Agreement.

b. Marketing Plan: The Distributor shall provide a twelve (12) month sales and
marketing plan (“Annual Marketing Plan”) for THE COMPANY’S review and
approval within sixty (60) days of the Effective Date of this Agreement, which
plan shall:

i. list sales goal for the following twelve (12) month period for each
Product,

ii. specify Distributor’s planned media activities in support of each Product,

iii. Distributor shall update the Annual Marketing Plan and provide such
updated plan to THE COMPANY at least sixty (60) days prior to each
anniversary of the date, the first Annual Marketing Plan was approved by
THE COMPANY. Upon THE COMPANY’S approval, Distributor shall
implement the Annual Marketing Plan.

iv. The Distributor must at all times seek prior approval from the Company
for all promotional and press release material prior to that material being
circulated in the public domain. Such approval shall not unreasonably be
withheld.
c. Quarterly System Quota: The Distributor agrees to purchase each year from the
Company a minimum quantity of Products in each Territory, which quantity shall
be as set forth in Annexure 3: Minimum Quantity by Period, by Territory. The
Distributor is obliged to provide a report to the Company every calendar Quarter
(3 months period) summarizing the quantity of Products sold within the
Territories and any other information relating to the performance of its
obligations under this Agreement the Company may reasonably require from
time to time. Should the Distributor fail, in any Territory, to purchase the
minimum quantity as agreed upon (Annexure 3: Minimum Quantity by Period, by
Territory) then the Company has the right (in its sole discretion), subject to one
(1) month notice in writing, to terminate this agreement for that territory.

d. General Performance Standards. Distributor agrees that the continued

maintenance of an image of excellence and ethical marketing of the Products is
essential to the continued success of both parties. Accordingly, Distributor:

i. shall not engage in deceptive, misleading, or unethical practices that are

or might be detrimental to THE COMPANY, the Products, or the public,
including any such practices directed at Competing Products;

ii. shall make no false, misleading or deceptive statements or

representations, either orally or in any written materials, with regard to
the Company, Distributor or the Products;

iii. shall make no representations, warranties, or guarantees to Customers or

to the trade with respect to the specifications, indications, capabilities, or
features of the Product that are inconsistent with the literature provided
to The Distributor by THE COMPANY for marketing purposes; and

iv. shall not promote the Products other than for use with their label
indications.

v. Without the prior written authorization of the Company, the Distributor

and/or any user shall not copy, imitate, alter, modify, manufacture,
represent, market or sell instruments of the same or similar design in any
form, and/or or in any way/manner be involved in supporting/promoting
same, similar, competitive products in the Territory any products that are
in competition with the Instruments, for the entire term of this contract

e. Legal Compliance. Distributor shall comply at its expense with all laws governing
the distribution, promotion, marketing, training and sale of the Products in the
Territory. Without limiting the foregoing, Distributor:

i. shall, except for THE COMPANY’S obligation with respect to maintenance

of quality systems, obtain all governmental authorizations, licenses,
filings, approvals and similar requirements, such as medical device
approvals, to distribute and sell the Products in the Territory (collectively,
“Approvals”). The Company shall provide assistance in the form of
 product support information and technical documentation to the
Distributor in obtaining any regulatory clearances that are necessary to
market and/or sell the Products in the Territories. Distributor shall
provide copies of all Approvals to THE COMPANY promptly after they are
obtained.

ii. shall keep THE COMPANY informed in writing of regulatory requirements,

and any changes thereto, imposed by the laws of the Territory applicable
to the Products and on any and all efforts made by Distributor to comply
therewith;

iii. shall comply promptly with any recalls of the Product issued by THE
COMPANY or by any applicable regulatory authorities;

iv. shall comply with the obligations specified in ANNEXURE – 2 and shall
otherwise accept notifications from Customers or any physician or user of
the Product in the Territory regarding complaints and adverse events
with respect to the Products, including: alleged or actual Product
malfunctions; alleged or actual injury to patients or operators (even if
caused by use error); alleged or actual counterfeiting; non-routine
servicing or installation, e.g., repairs of an unexpected nature,
replacement of parts earlier than their normal life expectancy, or
identical repairs or replacements of multiple units of a device are not
routine servicing (collectively, “Complaints”). Distributor shall notify THE
COMPANY of any Complaints within twenty four (24) hours of the
Distributor becoming aware of the complaint, meaning that an employee
or contractor of the Distributor has acquired information that suggests a
Complaint may have occurred;

v. shall maintain a detailed tracking system that enables Distributor to track

Products by Customer, physician or recipient name and address, part
number(s) shipped, serial number(s) shipped, quantity shipped and dates
of shipment, and shall provide such information within 24 (twenty
four) hours upon request by THE COMPANY;

vi. shall keep the required records and report complaints and investigations
for input to the Corrective & Preventive action system. The point of
contact to control the activities of Company regarding Corrective &
Preventive action shall be the Company’s Quality Manager. Documented
procedures for adverse events must meet the Medical Device
requirements for Problem Reporting.

vii. Distribution records shall be kept by the Distributor for the life-time of
the device. The Company shall have access to these records as required.
These distribution records must be adequate to permit a complete and
rapid withdrawal of devices from the market.
viii. shall provide the Company with all details like customer name, address
and contact details, including the batch or lot numbers, including
quantities sold to facilitate traceability to the end user.

ix. shall promptly advise THE COMPANY of any laws, rules or regulations in
the Territory that may require THE COMPANY to modify a Product
 otherwise take any action in connection with the Products or this
Agreement;

x. shall maintain records as necessary to comply with, and to demonstrate

its compliance with, all applicable laws, rules and regulations with respect
to the sale of the Products in the Territory; and

xi. shall comply with the laws of the Territory and the standards of quality
and safety of medical devices are regulated in India by a law called The
Drugs and Cosmetics Act, 1940 (“DCA”) and ensure quality and safety of
notified medical devices at all levels of the supply chain, the Medical
Device Rules, 2017 and that rules came into force in January 2018
and devices are regulated by the Central Drugs Standard Control
Organization (CDSCO), an agency of the Ministry of Health and Family
Welfare. All medical devices in India to be regulated as “DRUGS” –
Medical Devices (Amendment) Rules, 2020.

f. Customer Support, Training, Certification and Product Service:

i. Distributor shall have the sole responsibility for:

 obtaining orders for Products from Customers,

 delivering the Products at Customer locations, and

 handling all other interactions with Customers in the Territory

with respect to the Products. Distributor shall at all times
maintain a sufficient level of understanding of the Products to
enable Distributor to provide basic technical information to
Customers regarding the Products, to effectively sell the Products,
and to obtain Customer orders and provide assistance to
Customers in determining and fulfilling their requirements with
respect to the Products. For clarity, THE COMPANY shall have no
obligation hereunder to respond to or otherwise interact with any
Customers in the Territory.

ii. Distributor personnel shall participate in THE COMPANY standard training

program applicable to the Products (“THE COMPANY Training Program”)
before selling any Products. The training will be provided at THE
COMPANY facilities unless another location is agreed by the parties.
Distributor shall be responsible for the travel-related costs and expenses
of its personnel that attend THE COMPANY’S Training Program. THE
COMPANY and Distributor shall mutually agree to the number of
Distributor personnel that must attend the Training Program based on
the size of the Territory, the number of potential customers in the
Territory, and Distributor’s actual or potential sales of Products.

g. Distributor shall maintain during the term insurance coverage consistent with
industry standards for businesses engaged in the distribution of medical devices,
including product liability and product recall insurance. Upon THE COMPANY
request Distributor shall provide certificate of insurance.
3 RESPONSIBILITIES OF THE COMPANY: -

a. THE COMPANY shall fulfill orders for Products and shall replace or repair
defective Products that are under warranty.

b. THE COMPANY shall provide Instructions for use, and product labelling in English
for each of the Products. The company shall pre-approve any promotional
material that is developed by the Distributor and contains references to the
Company before this material enters the local market/ territory

c. The Company shall provide assistance in the form of product support

information and technical documentation to the Distributor in obtaining any
regulatory clearances that are necessary to market and/or sell the Products in
the Territories.

d. The Company shall have the right, upon reasonable notice to the Distributor and
during regular business hours, to inspect and audit the facilities being used by
the Distributor for distribution of the Products, to assure compliance by the
Distributor with applicable rules and regulations of the territories and with other
provisions of this Agreement.

4.    SERVICES, ADVERTISING AND EXHIBITIONS:

a. The Distributor shall provide a sufficient number of suitably trained sales

personnel to ensure proper fulfilment of the Distributor’s obligations under this
Agreement.
b. The Distributor shall advertise the Products within the Territories at its mutually
agreed cost, in a manner similar to the services provided by the Distributor for
similar products developed or distributed by the Distributor, with a similar
market potential.
c. Participation in fairs or exhibitions within the Territories shall be at its mutually
agreed cost. In case the fair or the exhibition has the purpose of being
international, the participation shall be the subject of prior consultation between
the Parties.

6.    DELIVERY PLAN AND ORDER:

a. During the term of this Agreement, the Company shall supply the Distributor
with Products as ordered by the Distributor pursuant to this Agreement for
distribution in the Territories. The Products shall conform to the specifications as
set forth in Annexure 1 The Product Range to this Agreement and as approved
by the regulatory authorities.
b. The Distributor shall provide an initial non-binding written twelve (12) month
forecast upon execution of this Agreement and every six (6) months thereafter of
the Distributor’s expected requirements for Products.
c. The Distributor shall place a binding order for Products, in the form agreed to by
the parties, on a quarterly basis by written or electronic purchase order (or by
any other means agreed to by the parties) to the Company, which shall be placed
at least sixty (60) days prior to the desired date or delivery. In no event shall the
Distributor be obligated to purchase Products except by means of the
aforementioned binding purchase order.
 d. The Distributor agrees to purchase each year from the Company a minimum
quantity of Products in each Territory, which quantity shall be as set forth in
Annexure 3: Minimum Quantity by Period, by Territory. The Distributor is obliged
to provide a report to the Company every calendar Quarter (3 months period)
summarizing the quantity of Products sold within the Territories and any other
information relating to the performance of its obligations under this Agreement
the Company may reasonably require from time to time. Should the Distributor
fail, in any Territory, to purchase the minimum quantity as agreed upon
(Annexure 3: Minimum Quantity by Period, by Territory) then the Company has
the right (in its sole discretion), subject to one (1) month notice in writing, to
terminate this Agreement for that Territory.
e. The Company shall use all best efforts to deliver the Products ordered in
Distributor’s purchase orders within ten (10) working days after receipt of any
such order or such longer period as may be specified in such order. In case of
urgent delivery, the dispatch can be done through Air Cargo for which there will
be additional charges which will be borne by the Distributor. In case the parcel is
not accepted, collected and/or refused by the Distributor for any reason after
proper intimation being received by the Distributor, the Freight, demurrage, re-
booking and handling charges will be debited to the Distributor’s account.
f. Any damage/shortage of material should be intimated by the Distributor to the
Company within 72 hrs. of receipt in writing by post / courier/e-mail/fax. No
claim will be entertained by the Company beyond the specified time.
g. The Distributor should submit along with the Indent/order “C” Form, Road
Permit (In states where it is mandatory) or any other form as required at the
time of dispatch.
h. The Company shall have the right to reject any purchase order on the grounds
that the Distributor has changed to an unreasonable extent its previously
estimated requirements as to quality, quantity or payment of the Products.
i. The Products shall be delivered by the Company to the Distributor. For the
avoidance of doubt, the Distributor shall be responsible for obtaining any
necessary import or export licenses or permissions in relation to the Products
and any and all customs duties, clearance charges, taxes, brokers’ fees and other
amounts which may be payable in connection with the import, export, purchase
and delivery of the Products.

7. TERMS OF PURCHASE, PRICE and TERMS OF PAYMENT: -

a. All purchases of Products by Distributor from THE COMPANY will be governed

exclusively by the terms and conditions set forth in this Agreement.

b. Distributor shall order Products by providing written documentation “Purchase

Orders” and shall reference the then current Product Prices (“Purchase Price”) as
set forth in ANNEXURE - 1.

c. The Distributor shall provide payment to the Company for first 6 order/ invoices
of Products in full in advance of the agreed shipping date. Thereafter credit
period granted to the Distributor for payment of subsequent purchases shall be
30 days from the date of receipt of the shippment. In case of delay in payment
beyond the credit period of 30 days, interest @ 24 % p.a. shall be charged on the
amount of delayed payment at the discretion of the Company.
 d. THE COMPANY shall have the right to modify the Purchase Price at its sole
discretion. The prices for Products shipped during the first year of the term of
this Agreement shall be as set forth in the Price List (ANNEXURE - 1). However,
The Company and the Distributor shall meet and revise the price as an when
required.

e. The Company expects the Distributor to maintain adequate inventory of stock of

their products and give justice to sale of all products. Distributor will ensure that
there is no Stock out at any given time. The Distributor can take guidance from
the Company for stocking.

f. The Distributor shall furnish to the Company at the time of the execution of this
Agreement, at its own cost and expense, an unconditional and irrevocable
Corporate/Personal Guarantee for an amount of amount equivalent to average
purchase/average proposed purchase of 3 months from Company. The
Distributor/Distributor shall ensure that the corporate/personal guarantee shall
remain valid and enforceable up to a period of Thirty [30] days after the expiry or
early termination of this Agreement with a claim period of Thirty [30] days
beyond its validity.

g. In case of Distributor exceeding purchases than the credit limit he shall pay
advance against any such purchase. Similarly, any Distributor purchasing stock
exceeding Bank Guarantee shall pay advance, the payments to be made through
RTGS/NEFT/CHEQUE/CASH/DD. Mode of Payment shall be preferably RTGS, and
payment can also be made by cheque at sole discretion of Company.

h. The Purchase Prices do not include national, state or local excise, sales, use,
value added or other taxes (“Taxes”) now or hereafter levied by any
governmental authority on the sale, purchase, transport or delivery of the
Products. Distributor is responsible for all taxes associated with the order at the
(time of the sale or thereafter). Distributor shall be responsible for
reimbursement of any and all Taxes paid by THE COMPANY within thirty
(30) days of shipment.

8. Goods Return:

Except in case of quality issue or wrong supply, Manufacturer is not bound to accept return of
goods sold earlier. It will be at the sole detritions of Manufacturer whether to accept the
return goods or not.

In case if Manufacturer accept return goods except for the reason of quality issue (supported by
suitable evidence from a concerned Surgeon & from QC department of Manufacturer’s
company) or wrong supply, the return goods will be repurchased by Manufacturer at the
following rates:

a) Where the remaining life of products is 4 years or more then repurchase rate shall
be at 75 % of the value of the product.
b) Where remaining life of products is equal to or more than 3 but less than 4 years
then repurchase rate shall be at 65 % of the value of the product.
 c) Where remaining life of products is equal to or more than 2 but less than 3 years
then repurchase rate shall be at 55 % of the value of the product.

d) Where remaining life of products is equal to or more than 1 but less than 2 years
then repurchase rate shall be at 40 % of the value of the product.

e) Where remaining life of products less than 1 years or NIL then repurchase rate
shall be at 25 % of the value of the product.

9 TERM AND TERMINATION: -

a. This Agreement shall come into effect on the date last signed and shall continue
in force for a period of one year unless otherwise terminated as provided herein.

b. Without prejudice to any remedy either Party may have against the other for
breach or non-performance of this Agreement, both Parties shall have the right
to terminate this Agreement with immediate effect by giving the other Party
written notice: (i) if the other Party commits any material breach of any of the
terms of this Agreement and (is such breach is remediable) fails to remedy that
breach within 30 days of that Party being notified of the; or (ii) an order is made
or a resolution is passed for the winding up of the other Party, or an order is
made for the appointment of an administrator to manage the affairs, business
and property of the other Party, or such an administrator is appointed, or
documents are filed with the Court for the appointment of an administrator, or
notice of intention to appoint an administrator is given, or a receiver is
appointed of any of the other Party's assets or undertaking, or circumstances
arise which entitle the Court or a creditor to appoint a receiver or manager or
which entitle the Court to make a winding-up order, or the other Party takes or
suffers any similar or analogous action in consequence of debt anywhere in the
world, or an arrangement or composition is made by the other Party with its
creditors or an application to a court for protection from its creditors is made by
the other Party.

c. If THE DISTRIBUTOR has not fulfilled any payment within 30 days (Thirty Days)
after having fallen due and if THE DISTRIBUTOR still has not made the payment
of such amount after [2 REMINDERS] from THE COMPANY within at least 10 days
between each reminder with reference to this Clause, THE COMPANY is entitled
to terminate this Agreement immediately on giving written notice.

d. THE COMPANY is entitled to terminate this Agreement on giving three (3)

months prior written notice to THE DISTRIBUTOR.

e. The parties are entitled to terminate this Agreement under any of the following
change of control events (“Change of Control”) arising at either THE COMPANY
or THE DISTRIBUTOR:

i. The purchase by a third party of [30%] of the company’s stock;

ii. A change in the majority of the board of directors;

 iii. A merger or consolidation, after which the company’s prior shareholders
no longer control the company; or

iv. The sale of all or substantially all of the company’s assets or the
liquidation of the company.

10. RIGHTS AND LIABILITIES AFTER TERMINATION

a. Termination of this Agreement shall not release either Party from any obligation
or liability incurred prior to the effective date of such Termination.

b. THE DISTRIBUTOR shall, at his sole cost and expense, promptly return to THE
COMPANY all advertising materials, Confidential Information and all other
property or equipment of THE COMPANY in possession of THE DISTRIBUTOR.

c. In the event of business transactions between the Parties subsequent to the

serving of notice of, or subsequent to the date of, Termination of this
Agreement, such relations shall not constitute a renewal of the Agreement or a
waiver of Termination, but all such transactions shall be governed by terms
identical to the applicable provisions of this Agreement, unless the Parties
execute a new Agreement superseding this Agreement.

d. The termination of this agreement (howsoever arising) shall not of itself give rise
to any liability on the part of THE COMPANY to pay any compensation to THE
DISTRIBUTOR, including but not limited to, for loss of profits or goodwill.

11. PRODUCT LIABILITY

a. THE DISTRIBUTOR shall maintain product liability insurance with a reputable

insurer for the duration of this Agreement of not less than INR ……………………..
(Rupees ……………………….. Only) for any one occurrence and not less than INR
…………. (Rupees ……………….. Only) in the aggregate in any one year in respect of
any and all liability (howsoever arising) in respect of a claim that the Products are
faulty or defective (in all Territories) and shall provide a copy of the insurance
policy and proof of payment of the current premium to THE COMPANY on
written request.

b. THE DISTRIBUTOR undertakes to maintain appropriate up-to-date and accurate

records to enable the immediate recall of any batches of the Products or any of
them from the retail or wholesale markets. These records shall include records
of deliveries to customers (including details of batch numbers, delivery date,
name and address of customer, and telephone number and fax or telex number
if available). THE DISTRIBUTOR shall, at the Supplier's cost, give such assistance
as THE COMPANY may reasonably require for the purpose of recalling as a
matter of urgency any quantities of the Products or any of them from the retail
or wholesale market

12 LIMITATION OF LIABILITY:
 THE COMPANY and THE DISTRIBUTOR shall in no case have any liability to each other for
loss of use and other special, indirect or consequential losses or damages. However, THE
DISTRIBUTOR shall be liable to THE COMPANY for loss of profit.

13 PROPRIETARY RIGHTS AND CONFIDENTIALITY

a. Proprietary Rights: Distributor agrees that THE COMPANY owns all right, title,
and interest in the Products and in all of The Company’s patents, trademarks,
trade names, inventions, copyrights, know-how, trade secrets and other
intellectual property relating to the design, manufacture, operation or service of
the Products. THE COMPANY grants Distributor a license to sell the Products and
to use the Products solely as necessary to perform its obligations under this
Agreement. Except for the foregoing license, the sale of the Products hereunder
to Distributor does not and will not be deemed to confer upon Distributor any
right, interest or license in any patents or patent applications, or copyrights or
other proprietary rights that THE COMPANY or any third party may have in the
Products or otherwise and shall not confer on Distributor any right to
manufacture or have manufactured, duplicated or otherwise copied or
reproduced any of the Products or any part or component thereof. THE
COMPANY shall retain exclusive ownership of all proprietary rights in and to all
documentation and other data and materials pertaining to any Products. All
rights not expressly granted to Distributor in this Agreement are reserved by the
Company.

b. Confidentiality: THE COMPANY may disclose certain Confidential Information (as

defined below) to Distributor to permit Distributor to perform its obligations
under this Agreement. Distributor shall not use any Confidential Information for
any purposes or activities other than those specifically authorized in this
Agreement, and shall not disclose any Confidential Information to third parties
without THE COMPANY prior written approval. The foregoing use and disclosure
restrictions with respect to Confidential Information shall apply during the Term
and after the Termination Date. “Confidential Information” means all non-public
data and information of the Company, including any proprietary information,
technical data, trade secrets or know how, including research, product plans,
products, services, customers, customer lists, markets, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information of the Company communicated, orally, electronically, or in writing,
to Distributor. The foregoing provisions shall not apply, or shall cease to apply, to
Confidential Information if such information that:

i. is known to Distributor at the time of disclosure to Distributor by

Company as evidenced by written records;

ii. becomes public knowledge without a breach of confidence by Distributor

or any third party; or

iii. is required to be disclosed pursuant to any statutory or regulatory

provision or court order (provided that Distributor promptly notifies The
Company of such potential required disclosure and assists the Company
in preventing or limiting such disclosure). The Distributor shall have the
 burden of establishing any of the foregoing exceptions by clear and
convincing evidence. Without limiting the foregoing, Distributor shall not
publish any technical description of the Products beyond the descriptions
published publicly by the Company. Distributor shall return or destroy all
Confidential Information in Distributor’s possession within ten (10) days
after the Termination Date.

14 TRADEMARKS

a. THE COMPANY hereby grants to THE DISTRIBUTOR the non-exclusive right in the
Territories to use the trademarks [TRADEMARKS] in the promotion,
advertisement and sale of the Products in accordance with the terms of and for
the duration of this Agreement. The trademarks [TRADEMARKS] are registered
trademarks, owned and used by THE COMPANY. THE COMPANY makes no
representation or warranty as to the validity or enforceability of the trademark,
nor as to whether the same infringe on any intellectual property rights of third
parties in the Territories.

b. The Products shall be sold under THE COMPANY’S trademark and on all
Products, containers and advertisements for the Products as may be prescribed
by THE COMPANY. All representations of such trademark which THE
DISTRIBUTOR intends to use shall first be submitted to THE COMPANY for
approval.

c. After termination of this Agreement THE DISTRIBUTOR shall immediately cease

all use of Seller’s name or any of Seller’s trademarks in any manner whatsoever.

d. THE DISTRIBUTOR may not put any trademark of his own on any Products or
Product’s documentation material (including without limitation any inserts),
without THE COMPANY’s permission in writing in advance. Such authorization
shall not be unreasonably withheld as long as regulatory requirements are met.

e. THE DISTRIBUTOR shall not, without the prior written consent of THE COMPANY,
alter or make any addition to the labeling or packaging of the Products displaying
the aforementioned Seller’s trademarks, and shall not alter, deface or remove in
any manner any reference to such trademarks, any reference to THE COMPANY
or any other name attached or affixed to the Products or their packaging or
labeling.

f. Both Seller and THE DISTRIBUTOR shall promptly inform each other of any
situation, where it has a reason to believe that trademark rights may be infringed
or challenged by third parties. THE DISTRIBUTOR shall not do or omit to do
anything in its use of THE COMPANY’s trademarks that may or would adversely
affect their validity.

g. THE COMPANY agrees to and at its own expense to take appropriate action (in its
sole discretion) to protect its trademark and other intellectual property rights.
THE DISTRIBUTOR agrees at the request and expense of THE COMPANY to
provide all reasonable assistance in connection with any action to be taken by
THE COMPANY.
15 SECRECY

a. Each Party agrees and undertakes that during the term of this Agreement and
thereafter it shall keep confidential and shall not use for its own purposes all
information of a confidential nature (including, without limitation, information
relating to a Party’s business, know-how, processes, product information and
trade secrets) which may become known to that Party from the other Party
(“Confidential Information”), unless the information is public knowledge or
already known to that Party at the time of disclosure or subsequently becomes
public knowledge other than by breach of this Agreement or subsequently
comes lawfully into the possession of that Party from a third party.

b. Either Party’s Confidential Information shall be maintained in strictest

confidence by the other Party and shall be treated as the other Party would treat
its own Confidential Information. It may only be used for the sole purpose of
assisting that other Party in adequately discharging its obligations hereunder.
Such Confidential Information shall not be disclosed to any third party, unless
with prior written approval from the other Party or unless required by local law.
This obligation shall survive the termination of this Agreement for seven (7)
years from the end of the contract.

16 INFRINGEMENT

a. Both Distributor and Seller shall inform the other party of all acts of unfair
competition, breach of confidence and of all infringements of patent or similar
rights or other intellectual property rights of THE COMPANY or THE
DISTRIBUTOR, which come to their notice.

b. THE DISTRIBUTOR shall, at the request of THE COMPANY, assist THE COMPANY
to the best of its ability to protect THE COMPANY against such acts and
infringements. THE COMPANY shall compensate THE DISTRIBUTOR for
reasonable external expenses incurred in this regard, provided that, external
expenses over £500.00 must be pre-approved by THE COMPANY.

17 ASSIGNMENT

a. This Agreement may not be assigned by either Party without the prior written
consent of the other. Subject to the foregoing, this Agreement shall bind and
inure to the benefit of the parties hereto and their respective successors and
assigns

18 INDEMNIFICATION

a. BY THE COMPANY: Subject to Distributor’s obligations (“Indemnification

Procedure”), THE COMPANY will defend Distributor with respect to any claim,
 suit, or proceeding (each, a “Claim”) brought against Distributor by a third party
to the extent that such Claim alleges that the Products infringe any patent in the
Territory of which THE COMPANY had actual knowledge on the date it first
shipped the infringing Product or any copyright or trade secret belonging to such
third party; provided that THE COMPANY will have no obligation hereunder for
any such Claim that arises out of:

i. the modification of the Products by any party other than the Company,

ii. the combination of the Products not supplied by the Company where the
Claim is directed at the combination.

b. BY THE DISTRIBUTOR: Subject to the Indemnification Procedures, Distributor will

defend the Company with respect to any Claim brought against the Company by
a third party to the extent that such Claim arises from or is related to

i. Distributor’s use, marketing, resale, or distribution of the Products

ii. any breach done by the Distributor,

iii. translations of the Company marketing, technical and other materials (to
the extent liability is caused by the translation and not the material in
their original form), or

iv. Distributor’s sale or distribution of Products outside the Territory.

Distributor will pay any damages, costs, and expenses finally awarded to
a third party by a court or in a settlement agreed to by Distributor arising
from such Claims.

c. INDEMINIFICATION PROCEDURE: The party seeking indemnification (the

“Indemnified Party”) shall:

i. give the indemnifying party (the “Indemnifying Party”) notice of any

Claim;

ii. cooperate with the Indemnifying Party, at the Indemnifying Party’s

expense, in the defense of such Claim; and

iii. give the Indemnifying Party the right to control the defense and
settlement of any such claim. The Indemnified Party will have the right to
participate in the defense with counsel of its choice at its own expense,
provided that the Indemnifying Party will have the right to make final
decisions regarding the defense of a Claim as long as the Indemnifying
Party actively maintains the defense of such Claim.

19 GENERAL PROVISIONS: -

a. Governing Law and Jurisdiction: This Agreement will be governed in all respects
by the laws of India without regarding to conflicts of law principles that would
require the application of the laws. This Agreement shall be governed by, and
construed in accordance with Indian Law. Any dispute arising or touching the
 construction, meaning or the effect of this Agreement or any Clause herein
contained or as to the rights / liabilities of the parties hereto shall be under
exclusive jurisdiction of the appropriate Courts in the City of Mumbai. In the
event of any dispute arising between the Company and the Distributor
necessitating legal redress, the Courts in Mumbai shall be competent Court to
decide the issue and shall have exclusive jurisdiction in that connection.

b. Severability; Waiver. If any provision of this Agreement is held to be invalid or

unenforceable for any reason for a court of competent jurisdiction, the
remaining provisions will continue in full force without being impaired or
invalidated in any way. The failure of either party to insist upon strict
performance of any provision of this Agreement, or to exercise any right
provided for herein, shall not be deemed to be a waiver for the future of such
provision or right, and no waiver of any provision or right shall affect the right of
the waiving party to enforce any other provision or right herein.

c. Notices. Any notice or communication permitted or required hereunder will be in

writing and will be delivered by facsimile transmission with confirmation of
receipt, in person or by courier, or mailed by certified or registered mail, postage
prepaid, return receipt requested (“Mail”), and addressed as set forth in the
preamble to this Agreement or to such other facsimile number or address as
either party may provide from time to time to the other. If notice is given in
person, by courier, by facsimile or by electronic mail (email), it will be effective
upon receipt; and if notice is given by Mail, it will be effective three (3) business
days after deposit in the Mail.

All notices and other communications hereunder shall be in writing and

delivered personally or mailed by overnight mail, postage prepaid, or by certified
or registered mail, return receipt requested, postage prepaid, or sent by
recognized courier service (billed to sender), to Parties at the following
addresses:

If to Manufacturer:  Company’s Address

Email:

If to Distributor: Distributor's Address

Email id:

Any change in communication address, Tel No. E-Mail etc. and/or change of authorized
representative of the Distributor should be informed to the Manufacturer in Writing
immediately with a Confirmation from the Manufacturer. Any inconvenience or loss due
to delay in such communications will be on the part of Distributor only.

d. Force Majeure. If performance of this Agreement, or any obligation hereunder

(other than the obligation to pay) is prevented, restricted, or interfered with by
any act or condition whatsoever beyond the reasonable control of the affected
party (including the failure of any suppliers to perform), the party so affected,
upon giving prompt notice to the non-affected party, will be excused from such
performance to the extent of such prevention, restriction, or interference.
 e. Construction. Section headings are provided solely for reference purposes and in
no way define, limit, interpret, or describe the scope or extent of such section or
in any way affect this Agreement. When used in this Agreement, the term
“including” means “including without limitation” unless expressly stated to the
contrary.

f. Privacy Authority. Distributor irrevocably authorizes the Company, its employees

and agents to make such inquiries as it deems necessary to investigate the credit
worthiness or other information requirements of Distributor from time to time
including the making of inquiries of persons that are trade references, the
bankers of Distributor or any other credit providers (collectively the “Information
Sources”) and Distributor hereby authorizes the Information Sources to disclose
to the Company such information concerning Distributor.

g. Assignment. Distributor may not assign, delegate or otherwise transfer any right
or obligation of Distributor under this Agreement whether by agreement,
operation of law, or otherwise, without the express prior written consent of the
Company. Any purported assignment, delegation, or transfer in violation of the
previous sentence will be null and void. Subject to the foregoing, this Agreement
in its entirety will bind each party and its permitted successors and assigns.

h. Amendments. Any amendments, modifications, supplements, or other changes

to this Agreement must be in writing and signed by duly authorized
representatives of each party.

i. Entire Agreement. This Agreement and the exhibits hereto constitute the entire
agreement between the parties with respect to the subject matter hereof, and
supersedes all prior or contemporaneous representations, understandings,
agreements, or communications between the parties, whether written or oral,
relating to the subject matter hereof.

j. Counterparts. This Agreement may be executed in any number of counterparts,

each of which will be deemed to be an original, and all of which together will
constitute one instrument.

20. Regulatory Requirement: -

a) Distributor will maintain the record of distribution. - This is to ensure the Product distribution
and Batch traceability

b) Distributor will assist SPG MEDISAFE PVT. LTD. In case of any situation of hold or recall the
material

c) Distributor will store the material in good condition as per storage conditions mentioned on
packaging material of the product

d) Goods will be stored away from direct sunlight and always under shade.

e) Goods will always be in dry condition

f) Goods will be stacked in such a way that not more than 5 boxes or 40 Kgs outer cartons are one
above others, and
 g) Goods will be stored in cool place

h) Neither of the Parties to this Agreement shall be responsible to the other for any delay in
performance or non-performance, due to any causes beyond their reasonable control, but the
affected Party shall promptly, upon the occurrence of any such cause inform the other Party in
writing, stating that such cause has delayed or prevented its performance hereunder and
thereafter each Party shall take all action within its power to comply with the terms of this
Agreement as fully and promptly as possible.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.

DISTRIBUTOR:                                                   MANUFACTURER:

_______________

SPG MEDISAFE PRIVATE LIMITED

Name:                                                                   Name:

Title:                                                                       Title:

Date:                                                                       Date:

ANNEXURE 1 – The Product Range

Product range

ANNEXURE 2 – Territories

Countries/States/District
ANNEXURE 3 – Minimum Quantity

Minimum Sales

ANNEXURE 4 – Price List (Transfer Price to the Distributor)

Prices