AGREEMENT

Agreement ("Agreement") is made effective as of 01/01/2021.

Between M/s Pushkar Pharma, having its office at Village Bhandari Wala, Kheri, Kala Amb, Distt-Sirmour
(H.P)(hereinafter referred to as “MANUFACTURER” 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
AZZURRA PHARMACONUTRITION PVT.LTD SCF-38, COMMERCIAL COMPLEX SECTOR-11D, FARIDABAD (NCR-
DELHI)-121006 (H.R) INDIA (hereinafter referred to as “COMPANY” which expression shall unless
repugnant to the context or meaning thereof be deemed to include its successors and assigns of the
Other Part.
WHEREAS:
1. MANUFACTURER is in the business of manufacture, exports and trade ofPharmaceutical products.
2. COMPANY is engaged in sales and marketing of Pharmaceutical formulations.
3. COMPANY has approached MANUFACTURER and shown interest in sourcing selected formulations which
COMPANY intends to market.
4. MANUFACTURERhas agreed to offer the products.
NOW, THEREFORE, in consideration of the recitals and covenants contained herein, the Parties hereby agree as
follows:
1. Scope and Responsibilities
i. COMPANY has decided to source the products (as mentioned in Annexure A).
ii. MANUFACTURER has agreed to manufacture and provide the products specified in ANNEXURE A to
COMPANY for the sales / distribution and marketing specified in Annexure A.
iii. The MANUFACTURER shall sell to the COMPANY and the COMPANY shall purchase from the
MANUFACTURER the said products on (P2P) principal to principal basis in the manner set out at
prices and quantity (Batch Size) to be mutually agreed upon from time to time.
iv. COMPANY will from time to time place Purchase orders as per the minimum batch size or in-multiple as
informed by the MANUFACTURER for the purchase of the said products and the MANUFACTURER
shall supply such quantities as are ordered of the said products at the agreed prices and Batch Size to the
COMPANY.
v. The products would be manufactured in the Brands names suggested by COMPANY and the Brand
ownership would remain with COMPANY.
vi. MANUFACTURER would be free to market its own products in its own brand names where
COMPANY is operative.
 vii. MANUFACTURERwould also be free to provide the products in different brand names to other buyers
where COMPANY is operative.
viii.COMPANY would provide a tentative volumes per product respectively.
ix. MANUFACTURERwould be responsible for manufacturing quality product and provide the same as per
the timely orders placed by COMPANY. COMPANY would provide a lead time of 60 days at the time
of placing the orders.
x. The COMPANY shall be sole responsible for Sales and Marketing of the products (mentioned in
Annexure A) manufactured by manufacturer.
xi. It is understood that there will be a slight difference (plus minus 10% depending on the batch size
MOQ/actual yield) between the quantity ordered and the quantity delivered.
xii. GST and any other taxes/duties etc as applicable at the time of transaction shall be charged from the first
bill itself on billing price, and will be born by COMPANY.
xiii.That MANUFACTURER shall deliver all products manufactured by it for the COMPANY at its factory
premises. COMPANY shall at their own expenses collect and transport the material from the factory.
MANUFACTURER shall not be held liable for any damage/ shortage or loss during transit.
2. Prices & Quantity
i. Prices and quantity (Batch Size) to be mutually discussed and agreed upon from time to time.Final
transfer price shall be communicated at the time of placing the order.
3. PAYMENTS
The payment shall be made by COMPANY in form of 50% advance along with purchase order & balance
50% before the dispatch of goods against proforma invoice or other term as may be mutually agreed
between the parties.
4. Quality Assurance
i. MANUFACTURER guarantees that the Products will be manufactured in accordance with Guidelines
issued by the relevant Regulatory Authorities from time to time.
ii. COMPANY shall have the right to depute its representative with prior notice and at reasonable time to
inspect, examine, analyze and check the quality/quantity of the finished products and manufacturing and
packing process being used by MANUFACTURER for manufacturing the products under this
agreement from time to time.
iii. MANUFACTURERshall be responsible for quality of products throughout its shelf-life subject to
strict compliance to prescribed temperature, humidity, storage and handling conditions, as specified on
the label, at all stages of transportation, storage, distribution and usage of the product.
iv. COMPANY shall analyze the Products on receipt and report within thirty (30) days of such receiptif
there is any non conformance to agreed Specifications.
v. If the Parties fail to agree as to whether a delivered quantity of the Products are in confor mance with
said requirements, then the Parties agree to have the batch in dispute, subject to clause (i ii), tested and
further analyzed by a recognized independent testing laboratory mutually selected by both the Parties.
vi. Should said laboratory's testing determine that the quality involved was defective or non-conforming
with the required Specifications, then its decision as to conformity or non-conformity shall be deemed
final as to any dispute relating thereto and in such case MANUFACTURER will bear the cost of such
testing and MANUFACTURER will replace the Products free of charge to COMPANY and
COMPANY shall return or dispose of such non-conforming quantity in such way as
MANUFACTURER shall direct in writing.
vii. If said quantity is determined to have been as per standard, then COMPANY shall bear all costs of the
independent laboratory testing as well as accept and pay for the quantities and logistics involved.
viii. MANUFACTURER’s maximum liability shall be limited only up to the cost of the batch (as billed to
COMPANY) which is non-conforming with the required specifications.
5. TRADEMARK
i. COMPANY shall allow MANUFACTURER, a non-assignable right and permission to apply, affix and use the
Brand & Trademarks of the products.
ii. MANUFACTURERshall manufacture the products and apply, affix and use the brand and trademark, as desired
by COMPANY only in pursuance of its obligation under this agreement. MANUFACTURERshall not claim
any ownership over any of the trademark in any manner for the products owned byCOMPANY.
iii. COMPANY shall be responsible for any infringement or violation of the trade mark / Brand Name of any other
party in India.COMPANY shall also keep MANUFACTURERindemnified against any claims raised by any
third party in this regard.
6. MISCELLANEOUS
i. In case the product is to be discontinued or suspended due to change in Government regulations, Government
notifications or any other reason thereof, after placing the purchase order with the manufacture the cost of
 inventory of printed packing material and finished goods (manufactured or in process) lying with the
MANUFACTURER shall be borne by the COMPANY.
ii. That in case COMPANY do not place any order for regular three months and MANUFACTURER observe that
the COMPANY is lacking interest to do business with MANUFACTURER ,in this situation the amount of
development charges, packing material procured on behalf of the COMPANY will be recovered from the
COMPANY after issuing a debit note in favour of the COMPANY.
iii. In the event of non-payment of dues by COMPANY, MANUFACTURER shall also have a right to use / sell
residual raw material and finished goods whether bearing the words “ Marketed By” or not.
7. TERM AND TERMINATION
7.1. Term
This Agreement shall commence as of the date first written above (the "Effective Date"), and, unless
sooner terminated as provided herein, this Agreement shall continue in force for a period of five (5)
year from the Effective Date. Thereafter, this Agreement shall automatically be renewed for further
period of five(5) year, unless either Party gives written notice of non-renewal to the other Party at
least Ninety (90) days prior to the expiration of the current Term.
7.2. TERMINATION
7.2.1. Termination by Mutual Consent. This Agreement shall terminate upon the mutual written
agreement of the parties.
7.2.2. Termination for Material Breach: If either party breaches or defaults in the performance or
observance of any of the material provisions of this Agreement, and such breach or default is not
cured within thirty (30) days after the giving of notice by the other party specifying such breach
or default, the non-defaulting party shall have the right to terminate this Agreement, effective with
ten (10) days further notice to the defaulting party.
7.2.3. Unilateral Termination: Either party may terminate the agreement without assigning any reason
by giving 45 days notice to the other party. Both parties must fulfill their respective obligations pr
ior to such termination.
7.2.4. IN THE EVENT OF TERMINATION
a. The cost of finished product, work in progress will be borne by COMPANY. MANUFACTURER may
however, convert the material under work in progress in to finished goods and hand over the finished
goods to COMPANY. COMPANY will make the payment of such finished goods / work in progress
immediately.
b. The cost of residuals, labels, cartons, and other material bearing the name of COMPANY which are
available with the manufacturer will be borne by COMPANY: the packing material bearing the
name/details of MANUFACTURER shall not be hand over to the COMPANY and shall be destroyed.
c. In the event of non-payment by COMPANY or any amount due from COMPANY, MANUFACTURER
shall also have a right to use / sell residual raw material and finished goods whether bearing the words “
Marketed By” or not.
8. FORCE MAJEURE
In the event either party is unable to perform its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for damages to the other for any
damages resulting from such failure to perform or otherwise from such causes.
9. GOVERNING LAW & ARBITRATION
If any dispute, difference or disagreement arises between the Parties (‘Dispute’), their respective
representatives shall meet and try to resolve the said dispute, difference or disagreement within two weeks
of either Party notifying the other in writing of such Dispute. If the Dispute is not resolved in discussions
between the representatives of the two Parties within four weeks of the notice of dispute, either party or
both parties may submit such dispute for Arbitration as per Arbitration Act. The Arbitration shall be
conducted in Chandigarh and any decision or award of the Arbitrator shall be final and binding . This
agreement would be subject to Chandigarh Jurisdiction.
10. AMENDMENT
Any variation of this Agreement shall be mutually agreed in writing and executed by or on behalf of each of the
Parties.
11. WAIVER
A waiver on the part of either party of any breach of any term, provisions or conditions of the Agreement shall not
constitute a precedent nor by either party hereto to waiver of any succeeding breach of the same or any other term,
provisions or conditions of the Agreement.
12. Address for Billing and Marketing:
1. Billing address of the company is:
2. Marketing address of the company is:
 13. SEVERABILTY

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular
provision or part so found, and not the entire Agreement, will be inoperative.
Each of the Parties hereto undertake with the other to act in the utmost good faith in interpreting and implementing
this Agreement and agrees to do all things reasonably within its power which are necessary or desirable to give effect
to the spirit and intent of this Agreement.
IN WITNESS WHEREOF the Parties hereto have put their respective hands and signatures on this 28 th day of April ,
2021 above written.

Date: Date:

Title: Mg. Partner Title:

ANNEXURE- A

S.No Brand Name Composition Packing

1 AZIZOCIN PENTAZOCIN IP 30 MG 1 ML
INJECTION

ANNEXURE-B

 Drug Licensecopies (self attested).