COLLABORATION AGREEMENT WITH SUBHAG HEALTHTECH

Subhag HealthTech Business Partnership Proposal

COLLABORATION AGREEMENT For V CONCEIVE

This COLLABORATION AGREEMENT (“Agreement”) is entered into at Mumbai on this 10^th day of June 2021 (the “Effective Date”);

By and between

Subhag HealthTech Pvt Limited 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 ………………………………….., a 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 “Distributor” (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 device V conceive;
2. The Distributor has acquired expertise   with   regard to marketing   and distribution of a wide range of products in the Medical field.
3. The Distributor has approached Subhag and evinced its interest in marketing and distribution of the products developed and manufactured by Subhag, on Subhag’s brand name. Subhag has agreed to manufacture and supply the products desired by the Distributor 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 12 months from the start of the Project (hereinafter the “Term”), unless extended by the Parties by mutually agreeing on the same in writing.
   • The distributor will have to place the order for products to directly Subhag Healthtech Pvt Ltd
   • The Distributor agrees to work as per the SOP and quality manual designed by Subhag
   • The Distributor agrees on the payment terms as mentioned in Annexure I
   • The Distributor is allowed to distribute our product(s) V conceive future versions of this variant.
   • Distributors shall not sell any of Subhag’s branded and Trademark products through Online E-Commerce portals like Amazon, Flipkart, 1mg, etc. in India. Distributor can sell through his/her own online portal.
   • The products supplied to the distribution partner shall be on a non-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 distributors are allowed to run their own discounted campaign without increasing the cost to the customers.
   • Subhag holds the right to adjust price to distributor as per market fluctuation and change in production cost.
2. TERRITORY
   • The Distributor has been granted Distribution rights for the (territory name) ……………….

• The distributor shall use its network & marketing team to cover & market the said products

(territory name)  ……………………………….

• Subhag agrees to route any & every Inquiry to the distributor specific for his territory,

including Bulk Quantity orders resulting from the Brand awareness created by the Distributor

across the region for the novelty product.

• Subhag shall upon agreement from Authorized Distributor grant sub-distribution to other

interested parties for which Stock shall be sold thru Authorized distributor only, subjected to

term §.2.1

• Any specific branding & or labelling with regional language, pricing shall be as per Authorized

Distributor approvals & design.

• Any party wishing to buy the products(s) directly from Subhag to re-sell or market in the

Territory shall be prohibited as per this agreement. Hence that party shall be directed/communicated towards the Distributor to better handle the growth opportunity for the product(s) via a documented email or Whatsapp. subjected to term §.2.1

3. WARRANTIES
   • The Distributor covenants and warrants that:
     • It is a legal entity having capacity and due authorization to enter into this Agreement;
     • Its activities are undertaken and rendered in due compliance with the applicable regulatory clearances and in compliance with all applicable laws, including but not limited to IT Act, 2000.
     • that it will ensure security of data provided by the Subhag for the purpose of this Agreement. The Distributor covenants that it shall not use the inputs/ data/ confidential information provided under this Agreement by Subhag for any other purpose apart for the reasons stated under this Agreement;
     • it undertakes to comply with the procedures and formalities as envisaged by Subhag in relation to the Distribution and marketing;
     • it has procured the applicable regulatory licenses and clearances for the purpose fulfilling and performing the obligations under this Agreement;
     • It has obtained appropriate permits, approvals and undertakings for disclosing any Confidential Information to Subhag, which includes consent of the patients, medical consultants, medical practitioners etc;
     • It shall provide reasonable assistance to Subhag in obtaining any further such permits required to perform the Distribution, under this Agreement;
     • The Distributor agrees that Subhag shall have the right to market the products under this Agreement in a manner it deems fit including but not limited to using the name of the Distributor/ Doctor using the product as a reference to market the product.
     • The Distributor shall depute adequate number of resources to ensure that the Services provided by it under this Agreement is rendered effectively. It shall be the responsibility of the Distributor to ensure that the persons deputed by it under this Agreement shall provide services in consonance with the applicable law and in line with the procedures and protocols provided by Subhag from time to time. The Distributor shall at all times be fully responsible and liable for the acts of the staff/ personnel deputed by it under this Agreement for rendering the Services under this Agreement.
     • SUBHAG will manufacture the said products as per requirement  given   by DISTRIBUTOR from time to time in accordance   with  the  orders  that  will  from time  to  time   be placed  by Distributor  to  SUBHAG and  at such  price on  Ex Works   Price  as may  be mutually   agreed  upon  between    DISTRIBUTOR and  For the said products delivered by SUBHAG to DISTRIBUTOR hereunder,DISTRIBUTOR to SUBHAG in writing clearly indicating  Transfer Price,  Quantity  &  MRP of  the  products. The same shall form part of this Agreement.

• Sale of  PRODUCT shall  be ex-factory and the  risk, title  and  interest   in and to the  said  PRODUCT delivered from time  to  time by SUBHAG to  DISTRIBUTOR shall  pass to  DISTRIBUTOR at the  point   of  sale  e.  at factory gate of SUBHAG. The cost of transportation from the factory to the depots/designated places and the transit insurance will be to the account of and to  be arranged  by SUBHAG.

• Once the Products are ready for delivery, DISTRIBUTOR shall   intimate SUBHAG the mode of dispatches   and SUBHAG shall arrange to dispatch the   Products accordingly. In case, The DISTRIBUTOR fails and neglects to take delivery of the Products then in that event  SUBHAG may  store  the Products  at  such  place,  as it  may  desire  at the  entire risk,  costs,  expenses and  consequences of the distributor. SUBHAG shall not be responsible for the damage or destruction of the products stored as above.  In such case the payment will become due for the DISTRIBUTOR from the date of intimation of readiness of product.

• SUBHAG will  obtain   regulatory    approval   of  its  PRODUCT, from the  relevant regulatory agency  prior  to  delivery   of PRODUCT to DISTRIBUTOR and  warrants   that  the  manufacturing     facility will be maintained in compliance   with  the terms  of those  regulatory

• SUBHAG guarantees and warrants that the  said   product manufactured hereunder are in compliance with the Govt norms / requirement applicable for such products manufacturing and distribution in market in all respect.

• SUBHAG shall supply the products to the DISTRIBUTOR with its own brand name on the products pack with the labels.

• It is hereby expressly  agreed  that  the  TradeMark / Brand Names “Subhag^TM” and “V-Conceive^TM” are exclusive property  of Subhag and these brand names do not infringe the Trade Mark Act for the time  being in force. Distributor 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.

• DISTRIBUTOR has obtained   the   licenses, authorizations    and   permissions necessary or   requisite   in   law for   the   storage,   handling,   distribution, marketing and sale of the Products for the Territory and all such licenses, authorizations and permissions are presently in full force and effect.

• SUBHAG shall on delivery of the said products submit to DISTRIBUTOR the bills in respect of the said products manufactured and sold by it to DISTRIBUTOR and  the  payment  shall  be  made  by  SECOND  PARTY  in  form  of  cheques/ T/T against on receipt of invoice based on the terms and conditions agreed upon mutually

• SUBHAG shall comply with all applicable laws, rules and regulations for the time  being in force  in India relating to the  manufacture  or packing by it of the said products including obtaining  and maintaining  in force any permission, license or registration or other Authority,  if any, required under the  law  and  shall indemnify  and keep indemnified  DISTRIBUTOR against any breach by it of this clause.

• That the Maximum Retail Price (MRP) will be fixed by the SUBHAG and shall be communicated to the DISTRIBUTOR. The current MRP for V Conceive is Rs 8000.
• 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, DISTRIBUTOR will be required –

• To distribute / 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.

4. 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.

5. PROJECT PHASES AND TERMS OF SERVICE/COLLABORATION
   • Parties agree and undertake to comply with methods of collaboration in accordance with the proposal of Project, as detailed under Annexure A.

6. CONSIDERATION TO THE DISTRIBUTOR
   • It is hereby agreed between the Parties that, Subhag, in consultation with the Distributor shall take all necessary steps to disseminate information regarding the availability of medical specialty /health care facilities at the Distributor to the prospective patients of the Distributor, in one or more of the following ways:
7. Disseminate information through social media regarding doctors at the Distributor(s);
8. Co-ordinated interaction with leading medical practitioners in Territory;
9. Endeavor and provide such other incidental or allied assistance as may be required by the Distributor.
   • Subhag shall also permit the Distributor to utilize the Product in the course of the business of the Distributor in providing its services to the patients during the term of this agreement, subject to the condition that the said right to use is a limited, non-transferable right for the purposes of the Distributor alone excluding any subsidiary, branch or group entities. In essence, the right to utilize the Product is absolutely non-transferable. The said limited right to use the Product under this Agreement shall terminate upon expiry or earlier termination of this Agreement and is subject to the other terms and conditions contained herein.
   • The Distributor shall also be entitled to such other consideration as detailed under the SOW annexed hereunder.
   • Shall there be any non-compliance for any of the products supplied, the distributor shall be entitled to send it back on a monthly basis to the Subhag and Subhag shall raise credit note against the same
   • Under any circumstances of government call back of any of Subhag’s products supplied, the distributors shall ensure taking back all the stocks supplied by them to any retail / hospital / clinics and send them back to the Subhag within the time stipulated by the government. Subhag will refund against the same with the equivalent amount of the selling rate to Distributor.
   • Subhag shall help the distribution channel by providing adequate marketing tools which can be utilized by the distribution partners in promoting the products.
10. 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 other 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 non compliance, as per Govt norms applicable for time to time..

8. 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.
9. 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.
10. 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.
11. 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;
    • 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.

12. RECORDS
    • The Parties agree to keep proper and accurate records and documents used or developed during the performance of its 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.
13. 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.
14. 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.
15. WAIVER
    • The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
16. 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, act of foreign enemies, mobilization, requisition, or embargo;
      • Rebellion, revolution, insurrection, or 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.

17. 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.

18. GOVERNING LAW AND JURISDICTION
    • The parties agree that the Laws of India, will control the manner in which any activities undertaken pursuant to this Agreement are conducted.
    • The Parties hereto consent to the jurisdiction of the courts of Mumbai
19. 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.
20. 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.

21. AMENDMENT
    • This Agreement may only be modified or amended by 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.
22. SUB-CONTRACTING
    • No Party may subcontract portions of the Project without the prior written approval of the other Party.
23. 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.
24. 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.
25. 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

If to the Distributor:

Firm name ………………………

Address…………………….

Attention: ……………………..

26. 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 it provisions.
27. 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.

28. 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 there under, for the time being in force in India. The Arbitration proceedings will be held in Mumbai and the language of the proceedings shall be in English. The decision / Award of the arbitrator shall be final and binding on both the Parties.
29. DIGITIZED COPIES
    • All the provisions of this Agreement will be applicable to digital copies of the data as well.

(SIGNATURE PAGE FOLLOWS)

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.

Subhag Healthtech Pvt Ltd                                              (Distributor)              

Authorized Signatory:                                               Authorized Signatory:

Designation              :                                                              Designation             :

Witness                      :                                                            Witness                      :

***

ANNEXURE I

Payment Terms

The Distributor will credit the payment to Subhag in the below given company’s account details.

PAY TO : SUBHAG HEALTHTECH PRIVATE LIMITED

BANK : IDBI BANK

BRANCH : PRABHADEVI, MUMBAI

ACCOUNT TYPE : CURRENT

A/c NUMBER : 0579102000009393