AGREEMENT

This Agreement (“Agreement”) is executed on this _____day of ___________, 2021 by and

BETWEEN

____________________________________________, a company having its Registered office at-

________________________________________________ (hereinafter called "
_________________", which expression shall, unless repugnant to the context or meaning thereof,
be deemed to include its successors) of the Other Part;

AND

BACFO Pharmaceuticals (India) Limited a Company incorporated under the Companies Act, having
its Registered Office at E-27 Defence Colony, New Delhi - 110024 and Factory at C-46 Phase 2,
Noida 201305, UP, (Hereinafter referred to as "BACFO" which expression shall unless repugnant to
the context or meaning thereof, be deemed to mean and include its successors) of the One part;

WHEREAS:

A. BACFO is engaged in manufacture of various Nutraceuticals, Health Supplements,

Ayurvedic and Cosmetics Formulations (hereinafter called as “Products”) and has acquired
and is possessed of techniques, formulae, processes, standards, specifications and
requirements, recipes, know-how and other technical and confidential information and
data (hereinafter collectively referred to as "the said know-how") relating to the
manufacture;

B. _________________ is in the business of sale, marketing and distribution of a wide range

of Products under its brand names;

C. BACFO has represented and warranted that it has manufacturing

capacity and possesses necessary labour, personnel, plant, machinery, testing, quality
assurance and facilities including in-house Research & Development duly recognized by
DSIR, Ministry of Science & Technology, Government of India. The facility is certified by
British Standards Institution (BSI) for ISO 22000:2018 and cGMP, required for the
manufacture of products at its Factory at C-46 Phase 2, Noida 201305, UP. It has or will or
shall cause to be obtained all licenses, authorizations and permissions necessary or
requisite in law for the manufacture by it of the products and that all such licenses,
authorizations and permissions are presently valid and in full force and effect.

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 D. __________________ is the owner / licenced user of certain trademark
“________________”, brands, designs etc. in respect of goods of various descriptions a list
and particulars of the mark, application numbers the description of goods and the like are
set forth in Schedule 'A' hereunder written and are hereinafter referred to collectively as
"the said trademarks".

E. On the above representations and warranties made and given by both parties herein have,
BACFO for the consideration, has agreed to manufacture and sell to ________________ the
said Products so manufactured, from time to time, upon and subject to the terms and
conditions hereinafter stipulated.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES HERETO AS FOLLOWS:

1. SCOPE
BACFO shall manufacture the products on a Principal to Principal basis for __________ and
____________ shall purchase from BACFO on a principal to principal basis the said Products,
from time to time, manufactured or caused to be manufactured by BACFO on the terms and
conditions hereinafter appearing.

2. STANDARDS AND SPECIFICATIONS

BACFO shall manufacture the said Products strictly in accordance with its know-how, & all
standards laid down under the law and generally followed in the manufacture of such
Products and specification and the testing and quality assurance requirements prescribed
by ______________ in that behalf from time to time and accepted in writing by BACFO.

2.1 Raw and Packaging Materials:

BACFO will procure/obtain at its cost all raw and packaging materials, which are
required for the manufacture of the Products.
2.2 Quality Control:
2.2.1 BACFO shall manufacture the products in accordance with Good Manufacturing
Practices (GMP) and shall comply with the specifications and shall be responsible
for the quality of the products (??)
2.2.2 BACFO shall be responsible for checking the quantity and analyzing the quality of
all raw and packaging materials received from source to ensure that such raw
and packaging materials meet the mutually accepted finished product
specifications.
2.2.3 In connection with the said compliance with the finished product specifications,
BACFO shall perform in-house analysis of each lot of the products
manufactured hereunder, before they are sent out from its Factory. BACFO shall

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 keep the required quantities of control samples, which shall be intimated to
____________, for each batch manufactured and supply one copy of the
certificate of analysis (COA) to ________________ for each batch of product
manufactured along with the invoice copy.
2.2.4 BACFO shall give all reasonable facilities to _________ representatives to
inspect, take control samples of and/or reject any lot of the products for the
said purpose, provided however that no such rejection shall be made if the
products meet the finished product specifications. __________ will take prior
written permission from BACFO to send its representatives to BACFO.
2.2.5 If during the course of the inspection of the control samples during the time
referred to in Clause 2.2.3. above, any control sample of the product fails to be
approved because of variance from the finished product specifications for the
products, it shall be reprocessed or destroyed, whichever is more practicable, at
the expense of the BACFO.
2.2.6 In the event BACFO disagrees with the findings of _______________in respect of
quality issues raised (if any), the control sample of such products taken from the
relevant batch will be referred to an independent mutually acceptable outside
laboratory for testing of the products. The findings of such testing shall be final
and the cost of such testing will be to the account of the Party whose claim is
not supported by the findings of the independent laboratory.

3. FORECASTS AND ORDERS:

3.1 As soon as possible after the effective date of this Agreement, ___________ shall
from time to time provide Forecasts for the products to be manufactured and
delivered to __________________.
3.2 Thereafter, at least sixty (60) days or such number of days as may be mutually
agreed, prior to the first day each month, __________ shall place with the BACFO a
purchase order for the products required for said month. The said order shall not be
less than or exceed the forecast provided for in Section 3.5 below for that month by
more than Twenty percent (20%), except by mutual agreement.
3.3 The parties shall mutually agree upon reasonable delivery dates and, if ___________
shall determine that it shall require additional quantities of a product within the
sixty (60) days period after an order is placed, BACFO shall use its best efforts to
produce such additional quantity as ______________ may subsequently order.
3.4 All orders of _________ shall duly consider the good and effective use of economical
batch sizes which shall be given in the annexure for each product.
3.5 With each purchase order pursuant to Section 3.2 above, __________ shall furnish
the BACFO with an estimated forecast by month of ___________’s requirements for
the two (2) months following the month which is the subject of the order.

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4. PURCHASE PRICE FOR PRODUCTS:

4.1 The Ex-factory Purchase Price for each product shall be determined from time to
time. The Parties however agree that the price shall be exclusive of all taxes i.e GST.
The purchase price agreed for each product by virtue of this agreement more
specifically mentioned in the schedule will be valid for 1 year from the date of this
agreement. However, the rates agreed for the products as mentioned in the
schedule, as amended from time to time, can be reviewed every quarter by the
Parties and the purchase price shall be revised, in case, the price of raw materials /
packing materials, changes by over 5% of the price agreed by virtue of this
agreement. The agreed price will be for the packed products. (The net weight of
each such product for the purpose of this Clause shall be taken to be and deemed to
be as declared on the package) (??). Such agreed price shall be subject to review at
mutually agreed intervals.
4.2 The finished products shall ordinarily be delivered to ______________ within 60
days from the date of the Order and payment by __________ on due date.
However, the Parties shall endeavor to deliver the products as specified in the
Purchase order from time to time.

4.3 The Packing design, colour combination, specs, texture, get up etc shall be the
exclusive property of _________, as ______________ is investing money for
developing the design and customizing the packing for each of its Products. In the
event, the BACFO is unable to use the appropriate packing material or specs as per
___________ standards / Specifications and notified by _______________ for any
reason whatsoever, then___________ shall provide the packing material printed
through external agencies as against each purchase order for such products. In such
circumstance, the appropriate cost of the packing material so provided by ________
shall be suitably reduced by the BACFO, from the unit price as mentioned in the
annexure.

4.4 BACFO shall not sell or otherwise deal in the said products with the Trademarks
licensed to ____________ or nearly similar trademarks, which may confuse the
market, to any party other than _____________ as per Schedule A annexed hereto.
_______________ reserves its right to modify the said products and add new
products from time to time with prior approval of BACFO.
4.5 BACFO shall invoice _______________ for the products on the date of dispatch to
_____________ Depot/s or such other destination/s as ___________ may designate.
BACFO shall raise invoices for the said Products supplied and ___________ shall pay
50% in advance at the time of raising/issuing Purchase order and for the balance
part including taxes, __________ will make online transfer to the designated

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 account of the manufacturer against proforma invoice before dispatch & delivery of
the products mentioned in the purchase order. If __________ has raised any dispute
in respect of the whole or any part of any invoice issued by BACFO
_______________ shall notify in writing the BACFO of the nature of such dispute
within seven (7) working days of receipt of the invoice, giving all details of the
Dispute, the Parties shall cooperate in good faith to resolve the Dispute over any
disputed invoice, as amicably and promptly as possible, and on settlement of any
Dispute, BACFO or ______________ will pay the mutually agreed amount _______in
accordance with this Agreement. Each Party shall be responsible for its part of tax
liability and the terms of consideration shall also be governed as agreed & accepted
with mutual understanding in the Purchase orders. Also the property in the said
products and the risk shall pass to ______________ as soon as the products are
delivered from BACFO to _________________ designated transporter at its
manufacturing location. Relabeling and repackaging of products returned from
commercial channels and if legally permitted shall be done by BACFO at __________
request and shall be charged to ___________at cost.
4.6 _______________ shall release payments to BACFO for all Raw Materials & Packing
Materials, lying in the stock at BACFO’s factory but the production of which has
been postponed by _____________, which are specifically procured based on
___________ accepted Purchase Orders and the payments for which from BACFO to
its suppliers have become due.
4.7 _____________ will also release payments to BACFO within 15 days of the said
products, for all finished stocks of the said products, which have been manufactured
as per _______________ purchase order but not picked up within 15 days from the
date of such manufacture.
4.8 If, under any circumstances, ___________ discontinues the purchase of the said
product or does not purchase the said product in the agreed quantity after raising
the Purchase order on BACFO, then the cost of such goods/products, printed
packing materials, finished goods and goods in process which are in stock with
BACFO would be borne by ___________. In case any product is to be discontinued
or suspended due to change in government regulations or notifications or for any
other reason, the cost of material lying with BACFO, shall be borne by ________ &
all such material will be destroyed in BACFO’s premises in presence of person
nominated by _____________.

4.9 Additional cost: _______________ has to bear the additional cost other than the
cost fixed for a particular product in following conditions:
a) For additional tests as per the requirement of Export other than the domestic
specifications or freezed specifications by BACFO.
b) For Dossier in case to be prepared by BACFO
c) For additional technical documents.

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 d) For site audit conducted by any regulatory authority with reference of Export
registration.
e) Representative samples for registration.
f) Any other special requirements like Barcoding.
g) Any particulars to be sent via courier.

4.10 Physician’s Samples

BACFO shall separately supply at pre-determined price plus applicable taxes &
duties to ____________, such quantities of the samples of the products as may be
required by _____________ from time to time to be distributed free to physicians
and hospitals. Such samples shall be as per the specifications stipulated by the
____________ and duly accepted in writing by the BACFO. BACFO shall ensure that
samples meant for free distribution to physicians and hospitals shall be overprinted,
with the legend ‘Physicians Samples - Not to be Sold’. BACFO shall sell the said
products (Sales and Physicians sample) to __________ at a price as may be agreed
time to time.

5 TERRITORY
Territory shall mean “India” only for this Agreement; however the Parties may extend the Territory
with mutual understanding duly executed in writing.

6 INSURANCE
So long as the Said Products are in the possession, custody or control of BACFO the same shall be duly
and adequately insured and kept so insured against all risks by BACFO at its own cost and
expense. The risk, right, title and interest in and to the said Products delivered from time to
time by BACFO to ___________ shall pass to ________________ upon such good are
moved out for delivery from BACFO’s premises and the BACFO shall not be responsible for
any loss, shortage, pilferage, spoilage or damage after the goods have left the premises of
BACFO. However, if any shortages / damages are found is sealed packages on receipt by
____________, BACFO shall investigate the same internally and arrange for the shortages.
Alternatively, _______________ shall raise a debit note for the value of the shortages and
the same shall be paid by the BACFO to _______________ within 15 days from the date of
intimation of the debit note.

7 TRADE MARKS
BACFO shall apply and/or affix or cause to be applied or affixed on the said Products and/ or
labels, containers or packages thereof the said trade mark or such other mark or trademarks
or such trade dress, get up and color scheme (hereinafter called product get up) or such
legends as may be specified from time to time by ______________ and in the manner
prescribed by ________________, which are the sole and exclusive property of
______________. Save as aforesaid, BACFO shall not use nor permit to use nor shall be

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 deemed to have the right to use any of the said trademarks or legends or any of them upon or in
connection with or in relation to any Products of whatsoever nature made or dealt with by BACFO.
_____________________ shall be solely responsible in respect of the trademarks / brand
name(s) / pack design / art work / colour pattern and promotional materials adopted by
_______________ on products to be supplied by BACFO. If any of the brand name / pack
design / art work / colour pattern clash with any other company, BACFO, upon enquiry at
the discretion of the company shall discontinue the manufacturing of the said product.
_______________shall be responsible for any violation of the guidelines of Drug Act / Trade
Mark Act 1999 & Design Act/ Copy Right Act and shall keep BACFO indemnified against any
and all claims, demands, recalls, causes of action, suits, losses, damages, liabilities, costs,
attorneys' fees, and expenses (collectively, "Claim"), arising out of infringement of Trade
Mark, brand & Copy right or any other reason which may arise if there is any breach of the
provisions of Trade Mark Act 1999 and Copyright, 1957 and all the laws in force.
______________ hereby agrees and undertakes to execute with BACFO an Agreement/Undertaking
in such form and containing such terms and conditions as may be required by BACFO in that
behalf. Nothing herein contained shall, at any time, during the continuance or after the expiry or
earlier determination of this Agreement, give or be deemed to give or shall be intended to give to
BACFO any right, title, interest or claim in or to the said mark or trademarks or product get ups or
colour combination, any other trademarks or product get ups in respect whereof _______________
is the proprietor or Licensed User or otherwise entitled to use the same and which shall always
remain the sole and exclusive property of _______________ and /its Proprietor.

8 RULES AND REGULATIONS (to check)

8.1 BACFO shall at all times comply or cause to be complied with all applicable laws,
rules and regulations from time to time in force including without prejudice to the
generality of the foregoing strictly comply with the provisions of the GST Act , Drugs
& Cosmetics Act 1940 and rules 1945, FSSAI, safety laws and regulations, and other
laws, rules and regulations relating to procurement of materials including imported
materials, relating to or pertaining to the due and proper performance of BACFO's
duties and obligations, under this Agreement. In the event of BACFO committing a
breach of this clause, BACFO shall indemnify and keep indemnified ______________
of, from and against all proven and justified claims, demands, actions, proceedings,
fines, penalties, Product recall expenses and other liabilities of whatsoever nature or
brought against sustained or incurred by ______________ and whether paid for or
not arising out of or as a result of such breach by BACFO. The maximum liability of
BACFO will be capped at the invoice value of the Products in question.
8.2 __________ shall at all times comply or cause to be complied with all applicable
laws, rules and regulations from time to time in force including without prejudice to
the generality of the foregoing, strictly comply with the provisions of the, Drugs &
Cosmetics Act, 1940, and Rules there under, Drugs (Price Control) Order
(DPCO,1995 & 2013) & Essential Commodity Act 1955, and regulations, and other

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 laws, rules and regulations relating to Packing, lable claims, Sale and Advertisement,
Promotion of the product/s purchased from BACFO under this agreement, relating
to or pertaining to the due and proper performance of Marketer's
(________________) duties and obligations, under this Agreement and shall be
responsible for compliance with all the statutory requirements. In the event of
________________ committing a breach of this clause, ___________ shall
indemnify and keep indemnified Manufacturer of, from and against all claims,
demands, actions, proceedings, fines, penalties, expenses and other liabilities of
whatsoever nature or brought against sustained or incurred by BACFO and whether
paid for or not arising out of or as a result of such breach by ___________.
8.3 The MRP printed on the label will be as per the recommendation of __________.
While fixing the M.R.P., _________________ undertakes to observe the provisions
of DPCO and / or other applicable laws. ______________ shall indemnify BACFO in
case of any liability arising out of any non-compliance in respect of MRP printed on
packaging materials, and it will be the sole responsibility of______________.
______________ shall give affidavit (in duplicate) required with respect to
ownership of brand etc. for issuance of Product Approvals.
8.4 _____________ shall be liable for all claims, fines, penalties etc. in the event of any
contravention of regulations for labels, Packing, Sale and Advertisement, Promotion
of the product/s purchased from BACFO under this agreement.
8.5 (To reconsider) Upon receipt of notice of any claim, suit or action ("Claim") which
may give rise to a right of indemnity from the other Party hereto, the Party seeking
indemnification (the "Indemnified Party") shall give written notice thereof to the
other Party, (the "Indemnifying Party") with a claim for indemnity ("Indemnity
Claim"). Any delay or failure to give notice shall not discharge the duty of the
Indemnifying Party to indemnify except to the extent it is prejudiced by such delay
or failure. Such Indemnity Claim shall indicate the nature of the Claim and the basis
therefor. Promptly after a Claim is made for which the Indemnified Party seeks
indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option
and expense, to assume the complete defence of such Claim, provided that (i) the
Indemnified Party will have the right to participate in the defence of any such Claim
(ii) the Indemnifying Party will conduct the defence of any such Claim with due
regard for the business interests and potential related liabilities of the Indemnified
Party and (iii) the Indemnifying Party will, prior to making any settlement, consult
with the Indemnified Party as to the terms of such settlement and receive approval
thereof, not to be unreasonably withheld; provided that such approval shall not be
required if the sole remedy constitutes monetary damages to be satisfied in full by
the Indemnifying Party. The Indemnifying Party will not, in defense of any such
Claim, except with the consent of the Indemnified Party, consent to the entry of any
judgment or enter into any settlement. Indemnified Party shall have the right to
defend itself for any claim for which Indemnifying Party has not taken any action..

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 8.6 The foregoing clause shall be without prejudice to rights of indemnity of the
indemnified party and non-participation or participation and defending any such
claim by the indemnifying party, and shall also be without prejudice to its right to
terminate this agreement and even that eventuality the above indemnity clause
shall survive and remain unaffected.

9 REPRESENTATION & WARRANTY

BACFO hereby represents and warrants that it presently possesses and holds and shall
during the term of this Agreement possess, hold keep and maintain valid in all respects all
licenses, permits and permissions under the Drugs & Cosmetics Act, FSSAI and the Rules
made there under and all other relevant or applicable statutes, laws, rules and regulations
from time to time in force as the case may be in any way related to the transactions under
or the subject matter of this Agreement.

BACFO guarantees and warrants that the said Products manufactured and packaged
hereunder shall in all respects be strictly in accordance with the said know-how and the
standards and specifications mutually accepted in accordance with best industry practice
laid down by the Drugs & Cosmetics Act / FSSAI.

In case the said Products shall not be in accordance with (i) specifications, standards and
other requirements prescribed from time to time by _____________ and accepted by the
BACFO in writing and (if) the said know-how, BACFO its own costs, charges and expenses
replace or reprocess within a reasonable time (but not exceeding 45 days), the said
Products or dispose of the said Products all of which shall be in such manner as may be
prescribed by ________________ from time to time, provided ________________shall
inform BACFO about any such non-conformity (if any) within thirty days of the receipt of
the goods. BACFO’s exclusive remedy shall be limited to replacement of the subject goods.
However in case BACFO disagrees with the findings of ______________ in this respect, the
sample of such products taken from relevant batch will be referred to an independent
mutually acceptable outside laboratory for testing of the products. The findings of such
testing shall be final and the cost of such testing will be to the account of the Party whose
claim is not supported by the findings of the independent laboratory.

10 CONFIDENTIALITY
Parties shall keep secret and confidential and shall not, without the prior written approval of
the other Party (“Disclosing Party”) in that behalf directly or indirectly disclose, divulge or
reveal either during the continuance of this Agreement or at any time thereafter, the
information which is proprietary to the Disclosing Party and disclosed, communicated or
given or gained or otherwise acquired by the Receiving Party under, pursuant to or by virtue

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 of or as a result of the implementations of performance of this Agreement to any person,
firm, company, body corporate or authority whatsoever, and shall ensure that the same is
kept secret and confidential at all times. The obligation to maintain Confidentiality shall
survive the termination/expiry of this Agreement.

11 AUDIT
During the continuance of this Agreement, ______________, through its authorized
Quality personnel’s shall from time to time upon prior notice of atleast fifteen days to and
acceptance of the same by the BACFO shall be entitled, at its own cost, without being
obliged, to enter upon and inspect the factory premises of and examine and supervise the
process or method of manufacturing and testing and packing of the said product and the
storage and use of the raw material, ingredients and other material used or intended to be
used for or in relation to manufacture and packing of the said products. BACFO shall
extend full co-operation to ______________ in such inspection or supervision and shall
comply with all justified directions given by ______________ for approval from time to
time.

12 STORAGE
BACFO shall store or cause to be stored the said Products and all the raw materials,
ingredients, intermediates, packs and packaging and the finishing materials and the like in
appropriate secure and damp proof warehouses or storage areas with mutually agreed
temperature and humidity conditions. The products shall be stored as per the storage
conditions agreed in the specifications and/or mentioned on artwork, whichever are
stricter. ________________ shall be responsible for proper storage of the finished goods as
specified on the Label claim of the Product or as per specifications and BACFO shall not be
responsible for any defect in the Product arising due to contravention of such storage
condition by ________________________ or its customer/s.

13 FORCE MAJEURE
Neither ________________ nor BACFO shall be liable for any liability to fulfill their
commitments hereunder occasioned in whole or in part by force majeure, fire, war or any
other cause beyond their reasonable control. Such force majeure occurrence shall be
immediately notified to the other party.

14 NO AGENCY/PARTNERSHIP
Nothing herein contained shall constitute or be deemed to or is intended to constitute
BACFO as an agent/partner of _____________ or ____________ as an agent/partner of
BACFO and neither Party shall at any time enter into a contract in the name of or purporting
to be made on behalf of the Other Party; by any act pledge the credit of the Other Party or
impose or attempt to impose any contractual obligations on the Other Party; and either in its own

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 offices, factories or depots or invoices, bill heads or letter papers or any other place or by any other
means, oral or written, make any statement to the effect or representation calculated or liable to
induce others to believe that it is the agent/partner of the Other Party.

15 TERM & TERMINATION

This Agreement shall be deemed to have commenced on and from the date of signing of this
agreement (“Effective Date”) and shall continue to remain in full force thereafter for a period of
3(three) years therefrom. However, both the parties will be entitled to terminate this agreement
by giving 3 month’s notice in writing to the other party. This agreement unless terminated earlier
shall be automatically renewed for similar period, on mutually agreed terms.

Notwithstanding the foregoing either Party shall be entitled to terminate this Agreement forthwith;

i. upon the other making any arrangement or composition with its creditors or upon
a winding-up order is passed against it or its going into liquidation or upon a
Receiver being appointed of any or the properties of the other;
ii. if any partner commits an act of insolvency or is adjudged as insolvent or
makes any arrangement of composition with its creditors or upon a receiver
being appointed of any or the properties of the firm or any partner thereof; and
iii. upon the other committing a breach or default of any of the terms or conditions
hereof provided the non-breaching Party gives a notice to rectify the breach
and in the event breaching party fails to rectify the breach within
reasonable time even after receipt of notice of rectification.

Upon termination of this Agreement for any reason whatsoever, (i) BACFO shall forthwith
discontinue manufacture and packaging of the said Products: provided that the BACFO will manufacture
and sell those quantities of the Products covered under the confirmed Purchase Orders placed by
______________ before such termination; (ii) not make any use whatsoever of the proprietary
information disclosed or communicated to it by _________________ hereunder or acquired by
BACFO in connection with or as a result of the implementation of this Agreement, forthwith
return and deliver up to______________ all documents or drawings relating to or in any
way appertaining to the manufacture of the said product; (iii) deliver the entire quantity of
the said Products that may then be in the possession or custody of BACFO or dispose of them
in such manner as ___________ may specify, (iv) shall not make any use whatever of the
packing material then in their possession, custody or control and shall hand over the same
to ________________ or shall dispose of or destroy the same in such manner as may be
prescribed by ___________. (v) _____________ shall purchase all packaging and raw
materials exclusively procured by BACFO for ___________ based on ________________
confirmed Orders. (vi) ______________________ shall clear all the amounts due towards
BACFO within seven days of such termination.

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16 ENTIRE AGREEMENT
This Agreement shall be deemed to represent the entire Agreement between the Parties
hereto regarding the subject matter hereof and shall supersede, cancel and replace any all
Agreements, arrangements, writings or understandings hitherto before entering into this
agreement between the Parties hereto. In the event of conflict between the terms in the
Purchase Order and terms of this agreement, the terms of the agreement will prevail
except where some specific conditions have been mutually agreed in writing between the
parties for a particular purchase order only.

17 JURISDICTION
It is expressly stated that the Courts of New Delhi shall have the jurisdiction with respect to
matters relating to this agreement. It is expressly agreed that if the aggrieved party is
______________________the jurisdiction will be New Delhi and if the aggrieved Party is
BACFO, the jurisdiction will be the State of ………………………..

18 GENERAL

a) This Agreement shall be deemed to represent the entire agreement between the
Parties hereto regarding the subject matter hereof and shall supersede, cancel
and replace all previous agreements, arrangements, writings or undertakings in
this behalf between the Parties hereto.
b) No Party to the Agreement shall assign this agreement or any of its rights and
obligations hereunder to any Third Party without the prior written consent of
the Other Party.
c) No waiver, express or implied, by either Party of any breach or default in the
performance by the Other Party of its obligations hereunder shall be deemed or
construed to be a consent to or waiver of any other breach or default in the
performance by the Other Party of the same or any other obligations hereunder.
Failure on the part of either Party to complain of any act or to declare the Other
Party in default, irrespective of how long such failure continues, shall not
constitute a waiver by the Other Party of its rights under this Agreement or
otherwise. Furthermore, anytime, relaxation, indulgence or concessions
granted, made or shown by either Party to or in favor of the Other Party under
this Agreement shall not in any way prejudice or affect its rights or remedies
under this agreement or at law.
d) All notices required to be given or served by either Party hereto on the other
shall be deemed to have been given or served as if the same shall have been
delivered to, or sent by e-mail or by Registered Post Acknowledgement Due by
either Party to the other at its official address as mentioned in this agreement or
to any other address, which has been duly notified in writing by either party to

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 the other party. This Agreement shall be governed and construed in accordance
with the laws of India.

IN WITNESS WHEREOF the parties hereto have signed this Agreement on the day and year first
herein above.

For --------------------------------------------- For BACFO Pharmaceuticals (India) Limited

________________________________ _____________________________________

Name Name : Akhil Chauhan

Title Director Title Joint Managing Director

Date Date

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