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SETTLEMENT AGREEMENT

THIS Settlement Agreement is made on this 13th day of March, 2019, at Delhi
BETWEEN
AVALOR HEALTH CARE PRIVATE LIMITED having office at 246, Pocket
-7 Sector -12, Dwarka New Delhi-110075 through its Director Ms. Archana Singh
(Hereinafter referred to as “the First Party” which expression shall where the
context so admits, include his heirs, assigns, executors and administrators)

AND

HIGHTECH HEALTH CARE PVT. LTD. having office at C-125 A,

Vyapar Marg, C Block, Sector 2, Noida, Uttar Pradesh 201301 through its
Director Mr. Prabhat Kumar (Hereinafter referred to as “the Second Party”
which expression shall where the context so admits, include his heirs, assigns,
executors and administrators) .
WHEREAS:

That both the parties were carrying the business for long time now there is
difference of opinion between both parties in relation to the business. That both
the parties know that dispute between the parties will adversely affect the
business of the parties hence both the parties mutually decided to enter into
settlement agreement upon the terms and conditions as follows:
NOW IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. That Second party shall assign all right in respect to Brand HIPIME under
registration certificate NO. РК-ЛС-5No 017923 issued by Ministry of
Health and Social Development, Republic of Kazakhstan to First party
party and consideration for the assignment has already paid to the second
party which will be adjusted by the parties.

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2. That second party shall provide N.O.C. from the Logistic Plus in respect
to the business and outstanding thereof if any.

3. That second party shall manage and do all other act for smooth meeting
with Nitin Pharma for further supplies and business for First party.

4. That second party shall provide N.O.C. from Nitin Pharma in respect to
dues on the brand HIPIME for previous supplies.

5. That it has been agreed between the parties that Second party shall never
use license of HIPIME in respect to respective goods.

6. That it has been agreed between the parties that Second party shall not
create any kind of obstacle in transfer of brand license in favour of the
First Party.

7. That second parties shall be liable for any claim whatsoever arises in
respect to brand HIPIME prior to the execution of deed of assignment
and shall refund entire amount to first party which has been paid to second
party for purchasing of the brand license for HIPIME.

8. That first party continues to use Loan License of second party C/o Nitin
Pharma as per the registered norms of Kazakhstan as any changes may
trigger plant inspection from the ministry of health of Republic of
Kazakhstan.

9. That First party may file new application for registration of the Trade
Mark/copyright HIPIME in different classes as per norm of Republic of
Kazakhstan and Republic of India and Second party shall not have any
objection for the same.

10.That it has been agreed between the parties that following would be
payment schedule/settlement schedule for the brand HIPIME
(i) $25000: Cost of the Brand

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(ii) $13371: less : Advance paid to Second party by Avance

International having office at AVON Management Consultants
Dubai P.O. box 94895, on behalf of first party
(iii) $515 : less Customes and Destruction Cost
(iv) $1940 :Less Loss in the Delay Supplies
(v) Balance to be paid by First Party :$9174
11.That it has been also agreed between the parties that First party would pay
for the following
(i) Rs.757195/- 9950 Packs of HIPIME @Rs.76.1
(ii) Rs.175000-Less : advance paid by First Party to Second party.
(iii) Rs.582195+0.1% -to be paid by first party to Second Party.

12. It has been agreed between the parties that the payment for the last
supplies by second party of HIPIME pack 9950 would be cleared after
the 1st smooth transition and supply by Nitin Pharma on first party
immediate order.

13.It has been also agreed between the parties that the Avance International
Advances for supplies $13371 must be considered as advance towards the
exclusivity for the CIS of the said brand from First Party thereafter.

14.Each Party shall at all times:

(i) Show the utmost good faith to the other in all matters relating to
the business deal;
(ii) Conduct himself in a proper and responsible manner and use his
best skill and endeavors to the duties assigned ; and
(iii) Dutifully perform his obligations, covenants and conditions
under this settlement agreement.

15.That the Second party shall not do any act whereby the registration of the
trademark/label/packaging/artistic work of First Party will be
jeopardized.

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16.This Settlement agreement shall be valid for / shall be in force for

indefinite period. This settlement agreement shall become effective upon
signature by the parties and remain in effect for indefinite period.

17.Any dispute arising out of this agreement between the Parties or their
respective representatives or between one Party and the representatives of
the other Parties shall be first solved mutually between the parties. In
unavoidable circumstances aggrieved party may seek legal remedy from
the Court of Law.

18. That Laws of India shall govern this agreement. Subject to the
provisions contained in this agreement, the Courts in New Delhi shall
have the exclusive jurisdiction in respect of any matter, claim or dispute
arising out of or in any way, relating to this Agreement.
SIGNED, SEALED AND DELIVERED
BY THE WITHIN NAMED FIRST PARTY

_______________________

FIRST PARTY

SIGNED, SEALED AND DELIVERED

BY THE WITHIN NAMED 2ND PARTY

_______________________
SECOND PARTY
In the presence of;
1. Name: ……………………………………
Address: …………………………………
_______________________
WITNESS
…………………………………………….
Occupation: ………………………….……

2. Name: ……………………………………
Address: …………………………………
_______________________
WITNESS
…………………………………………….
Occupation: ………………………….……

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