Subhag HealthTech 

Rental / Subscription Agreement for Androwash

This  AGREEMENT (“Agreement”) is entered into in Mumbai on the day of the email received by the customer (the “Effective Date”);

By and between

Subhag HealthTech Pvt Limited is a company incorporated under the provisions of the Companies Act, having its registered office at, 63, Floor 2, A and B, Municipal Industrial Estate, Dainik Shivneri Marg, Worli, Mumbai-400018 India (hereinafter referred to as “Subhag”, which expression shall, where the context permits, mean and include its successors and assigns) of the One Part;

 AND

 M/s receiver mentioned in Email, Company incorporated under the provisions of the Companies Act, having its principal place of business at (address) …………………………………….………….……………………….. represented by its proprietor Mr …………………………………………………………… hereinafter referred to as the “customer ” (which expression, unless repugnant to the context or meaning thereof shall mean and include successors, permitted assigns of the firm and executors, administrators, heirs and legal representatives of each of its partners) of the Other Part.

WHEREAS,

  1. Subhag is a company specializing in medical devices V conceive and Androwash 
  2. The customer has acquired expertise   with   regard to marketing   and distribution of a wide range of products in the Medical field Or operating the infertility clinic/ Hospital 
  3. The Customer has approached Subhag and evinced its interest in marketing and distribution of the products developed and manufactured by Subhag or use it for Own consumption, on Subhag’s brand name. Subhag has agreed to manufacture and supply the products desired by the Customer on mutually agreed terms on a “principle to principle” basis.
  4. Product(s) mean all existing Subhag products & future versions or new product inventions by Subhag in the distant future as per the tenure of this agreement.

NOW, in consideration of the premises aforesaid, mutual promises and respective covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto mutually agree as follows:

  1. TERM
    • This Agreement shall become effective on the Effective Date and continue to be in force for a period of min 12 months or  period mentioned in email ( whichever is more) from the start of the Project (hereinafter the “Term”), unless extended by the Parties by mutually agreeing on the same in writing.
    • The customer will have to place the order for products to directly Subhag Healthtech Pvt Ltd
    • The Customer agrees to work as per the SOP and quality manual designed by Subhag
    • The Customer agrees on the payment terms as mentioned in Annexure I
    • Customer shall not sell any of Subhag’s branded and Trademark products in any form in market without prior consent from Subhag HealthTech
    • The products supplied to the customer shall be on a returnable basis. in case any defective pieces are reported then those will be allowed to get returned if informed within 10 days of confirmation of receipt of product.
    • The customer is allowed to use the Product for their own business use in clinic.
    • Subhag holds the right to adjust price to customer as per market fluctuation and change in production cost.
    • Customer should use the product as per their intent use per medical device regulation
    • In case of damage of product during the operation at customer place, company will be authorised to deduct the service costs from security deposit
    • In case customer, fail to pay the rent on time, company is authorised to deduct the month rent from security deposit
    • The minimum subscription period is for 12 month, no cancellation is possible before 12 month
    • In case of non function of the device, the company will arrange the replacement, courier cost shall be born by the customer for new replacement
  2. WARRANTIES
  • It is hereby expressly agreed that the  TradeMark / Brand Names “SubhagTM” and “V-ConceiveTM” are the exclusive property of Subhag and these brand names do not infringe the Trade Mark Act for the time being in force. The customer agrees that they will not infringe the said Trademark / Brand name unless otherwise permitted by Subhag.
  • SUBHAG shall be at liberty to market the  PRODUCT which is the subject matter of this Agreement in the Territory simultaneously under the trademark(s)  of SUBHAG.
  • The customer has obtained the licenses, authorizations, and permissions necessary or requisite in law for the storage,   handling,  Use, marketing, and sale of the Products for the Territory, and all such licenses, authorizations, and permissions are presently in full force and effect. 
  • This Agreement shall remain in force till either party terminates it at any time by giving not less than 45 days’ notice in writing on their behalf.
  • In the event this Agreement is terminated/expired, the customer will be required –
  • To consume/ sell the stocks already dispatched for which orders have been placed with SUBHAG at the purchase price agreed between the parties.
  • To pay all outstanding/unpaid invoices raised/issued by SUBHAG in respect of the PRODUCT immediately on termination.
  1. CONFIDENTIALITY
    • The Parties agree that each of them may receive confidential or proprietary information from the other in connection with the Project. Each Party agrees, that any such information received from the other Party whether or not marked as confidential (the “Confidential Information”) will not be disclosed to any third party or used for the purposes other than as laid down under this Agreement, without the written consent of the disclosing Party, and that reasonable and prudent practices shall be followed to maintain the Confidential Information in confidence which may include gaining written consent from the professionals engaged in the Project to keep such information confidential. This prohibition on disclosure of any sensitive/confidential information includes but is not limited to, press releases, educational and scientific conferences, promotional materials, government filings, discussions with lenders, investment bankers, public officials, and the media.
    • The Parties agree that, if requested in writing by the disclosing Party to return promptly at the completion of the Project all copies in any media of any Confidential Information supplied by the other Party, in relation to the Project the receiving Party shall comply with such request in a prompt and transparent manner. In the case of fixed storage media, the Confidential Information shall be irretrievably erased after a copy has been provided to the other receiving Party. The obligations of confidentiality upon the Parties shall survive for a period of three (3) years beyond the expiration or earlier termination of this Agreement.
    • The obligations of confidentiality set forth above shall not apply to any information which:
      • is already known to the receiving Party before receipt from the disclosing Party as evidenced by written records;
      • is generally available to the public or becomes publicly known through no fault of the receiving Party;
      • is received by the receiving Party from a third party who had a legal right to disclose without restriction; or
      • Is developed by the receiving Party independently and without reference to Confidential Information received from the disclosing Party as evidenced by written records.
      • must necessarily be disclosed by either Party to financial institutions or other funding sources to obtain financial assistance, provided that such entities agree to keep the information confidential; and/or
    • Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure is in response to a valid order of any governmental agency, court, or other quasi-judicial or regulatory body of competent jurisdiction, provided, however, that the responding Party shall, as promptly and as reasonably possible, give notice to the other Party of the requirement so that the other Party may contest the requirement to provide such Confidential Information.
    • Notwithstanding anything contained hereinabove, the Distributor acknowledges and agrees that Subhag shall retain one (1) copy of the Confidential Information received under this Agreement for the purpose of fulfillment and completion of the Project detailed in the Annexure – A.
  1. INDEMNITY
    • Each Party shall indemnify and hold harmless the other from and against any and all losses (direct) damages, costs and expenses incurred or suffered by them, individually or collectively, including third-party claims, arising out of or in connection with any misrepresentation, failure and/ or any breach of any representations made under this Agreement; any infringement or violation of third party intellectual property rights by the Party; negligence, wilful misconduct or fraud; any failure to comply with any legal or third party contractual obligations, any litigation, event, matter or circumstance arising or existing in relation to any of the Parties.
    • However, either Party will not indemnify or defend the other party (defaulting party), if the defaulting party or any person claiming through it (a) alters or modifies the data utilized or derived for the purpose of the Project and the claim is a direct result of the alteration or modification and is not performed pursuant to guidance or recommendations of Subhag; (b) uses the relevant product or other service deliverable supplied by either party other than as permitted/authorized by such Party; or (c) uses irrelevant deliverable which has been superseded, if the infringement claim could have been avoided by such use. Either Party will not be liable to indemnify the defaulting party to the extent that the infringement, misappropriation, or another claim, suit, or proceeding is based upon anything that is not furnished or recommended by either Party or upon the combination of any such product or other service deliverable supplied by either Party with any products or services not provided or recommended by such Party.
    • The Distributor hereby agrees that due to Subhag’s limited control over the clinical compliances and clinical services provided by the Distributor/doctors to the patients, Subhag shall under no event be liable for any direct or indirect claims arising out of any act, omission, or negligence of the Distributor, its associates or its staff, relating to the clinical compliances or clinical services provided by the Distributor under this Agreement, unless it has happened due to product design or manufacturing defects, non-conformity of the product or noncompliance, as per Govt norms applicable for time to time.
  1. LIMITATION OF LIABILITY
    • In no event shall either Party or its officers, directors, or employees be liable for any indirect, special, incidental, consequential damages, special or exemplary damages (including damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), breach of warranty, or otherwise, even if such Party has been advised of the possibility of such damages, arising from any provisions of this Agreement (including damages incurred by any third parties) and even if a remedy set forth herein is found to have failed its essential purpose.
  2. AUTHORIZED SIGNATORY
    • The Parties represent that the respective authorized signatories are the persons recognized for the purpose of signing this Agreement in conformity with the legal documents of the firm/entity.
  3. COMPLIANCE WITH LAWS AND REGULATIONS
    • Both Parties agree that all marketing and distribution done in connection with the Project shall be done in compliance with all applicable laws, regulations, and guidelines of India.
  4. TERMINATION
    • Each Party shall have the right to terminate this Agreement with or without cause by giving forty-five (45) days prior written notice thereof to the other Party (the “Termination Notice”). Upon such termination, each Party shall be precluded from engaging in the collaborative project with immediate effect and shall cooperate with the other Party in effecting the removal of any equipment/personnel/confidential information from the premises of the other in order to end this collaboration.
    • Each Party shall have the right to terminate this Agreement immediately by providing a notice period of seven (07) days if either Party:
      • breaches or defaults under any term or condition of this Agreement and such breach or default is not remedied within thirty (10) days from the time of receipt of a written notice from the other Party; or
      • becomes bankrupt or insolvent;
    • A consequence of termination: the termination or expiry of this Agreement shall not affect the rights of the parties that have been accrued prior to the termination of this Agreement.
  1. RECORDS
    • The Parties agree to keep proper and accurate records and documents used or developed during the performance of their obligation under the Project, to validate the observations and results of the work derived in connection with the Project. Such documents/records shall be retained by the Parties for a period of three (3) years from the date of termination.
  2. NON-SOLICITATION
    • During the period that this Agreement is in force and for a period of twenty-four (24) months, throughout the period of performance of any resultant arrangements, including extensions or modifications thereto, the Parties hereto agree that neither Party shall solicit for employment or any other form of engagement with any employees, contractors or consultants of the other assigned to work on this Agreement, without the prior written consent of the Party whose employee, contractor or consultant is being considered for employment/engagement.
  3. AMENDMENT OR MODIFICATION
    • Any amendment or modification or waiver in connection with this Agreement will not be effective unless mutually agreed upon in writing and signed by both the Parties.
  4. WAIVER
    • The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
  5. FORCE MAJEURE
    • An “event of Force Majeure” means an event beyond the control of either of the parties to this agreement, including but not limited to:
      • act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods);
      • War, hostilities (whether war be declared or not), invasion, the act of foreign enemies, mobilization, requisition, or embargo;
      • Rebellion, revolution, insurrection, military or usurped power, or civil war;
      • Contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;
      • Riot, commotion, strikes, go-slows, lock outs or disorder unless solely restricted to employees of the Supplier or of his Subcontractors; or
      • Acts or threats of terrorism;
      • Discontinuation of electricity supply/server system failure;
      • Other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts.
  1. EVENTS OF FORCE MAJEURE
    • Neither of the Parties shall be considered in breach of this Agreement to the extent that performance of their respective obligations is prevented by an event of Force Majeure that arises after the Effective Date.
    • The Party prevented from carrying out its duties under this Agreement shall give notice as soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event.
    • The Parties shall use their reasonable endeavors to:
      • overcome the effects of the Event of Force Majeure;
      • mitigate the effect of any delay occasioned by any event of Force Majeure;
      • Ensure resumption of normal performance of this Agreement as soon as reasonably practicable and shall perform their obligations to the maximum extent practicable.
  1. GOVERNING LAW AND JURISDICTION
    • The parties agree that the Laws of India will control the manner in which any activities are undertaken pursuant to this Agreement are conducted.
    • The Parties hereto consent to the jurisdiction of the courts of Mumbai
  2. ASSIGNMENT
    • Neither Party can assign this Agreement to any other party, whether by operation of law or otherwise, either in whole or in part, without the prior written consent of the other Party.
  3. ENTIRE AGREEMENT
    • This Agreement, which includes the attached Appendices, constitutes the entire agreement and understanding between the Parties concerning the subject matter hereof and supersedes all prior communications, negotiations, and agreements concerning the Research Project.
  1. AMENDMENT
    • This Agreement may only be modified or amended by the written agreement of both Parties. No amendment or waiver of terms of this Agreement, or in the Project, is effective unless it is in writing, signed by both Parties.
  2. SUB-CONTRACTING
    • No Party may subcontract portions of the Project without the prior written approval of the other Party.
  3. RELATIONSHIP BETWEEN THE PARTIES
    • This Agreement is not intended by the Parties to constitute or create a joint venture, partnership, or formal business organization of any kind, other than a contractor team arrangement, and the rights and obligations of the Parties shall be only those expressly included in this Agreement. Neither Party shall have authority to bind the other except to the extent authorized in this Agreement. The Parties shall remain independent principle at all times and neither Party shall act as the agent for the other.
  4. SEVERABILITY
    • In the event that any part of this Agreement shall be held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent possible.
  5. NOTICES

If to Subhag:

Subhag Healthtech Pvt Ltd

No. 63, Floor 2, A and B, Municipal Industrial Estate, Dainik Shivneri Marg, Worli, Mumbai-400018 India

Attention: Mr. Nilesh Jain

  1. HEADINGS
    • The headings contained in this Agreement are for convenience and reference only and shall not define or limit the scope, or affect the interpretation of its provisions.
  2. COUNTERPARTS
    • This Agreement may be signed in counterparts with the same effect as if the Parties had all signed the same document. All counterparts shall be construed together and constitute one and the same document.
  1. ARBITRATION
    • All claims or differences or other disputes, which arise out of or in connection with this Agreement, shall be resolved by mediation, and in the event that efforts to mediate a resolution of the dispute fails, the matter shall be referred to arbitration by appointing an arbitration panel consisting of three arbitrators, wherein, one arbitrator being appointed by each of the parties and the third arbitrator being appointed by the other two appointed arbitrators under the Arbitration & Conciliation Act, 1996 and the Rules framed thereunder, for the time being in force in India. The Arbitration proceedings will be held in Mumbai and the language of the proceedings shall be English. The decision / Award of the arbitrator shall be final and binding on both the Parties.
  2. DIGITIZED COPIES
    • All the provisions of this Agreement will be applicable to digital copies of the data as well.

(SIGNATURE PER email acceptance) 

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.

***

 

ANNEXURE I

Payment Terms

Payment Terms

Deadlines

Advance 100%, security deposit, as mutual per mutual agreement

Initial

monthly rental fees, deductible monthly basis 

PAY TO: SUBHAG HEALTHTECH PRIVATE LIMITED

BANK : IDBI BANK

BRANCH: PRABHADEVI, MUMBAI

ACCOUNT TYPE: CURRENT

A/c NUMBER: 0579102000009393

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