SUPPLY AGREEMENT

This SUPPLY AGREEMENT („said Agreement‟) is made on this 22nd day of September, 2022.
BY AND BETWEEN
MAC ROYAL BIOTECH (GST: 02AARFM3231E1ZO), a Partnership Firm, having it‟s Registered Office situated
at Dhana Village, Nalagarh Baddi Road, Nalagarh, Solan, Himachal Pradesh-174 103, represented by its
Partner’s Mr. Rajesh Arora, S/o.Satpal, Resident of House No 1034/1, Sector 45B, Chandigarh 160 036 and
Ms.Anjna Rani Resident of Haryana (herein after referred to as „MAC ROYAL BIOTECH / SUPPLIER) of the
FIRST PART.
AND 
BLUE OAKES NATURE CHEM, (GST: 36AFHPD5403N3ZE) a Proprietorship Firm having it‟s Registered Office
situated at H.No. 5-5-35/130, Prashanti Nagar, Kukatpally, Hyderabad, Telangana-500072 represented by its
Proprietor, Mr. Srenivasula Reddy Duggireddy S/o Narayanareddy Duggireddy Resident of House No.15-31-
L570, 7th Phase, Tirumalagiri, Kukatpally, Hyderabad 500 072 (herein after referred to as „BLUE OAKES
/BUYER) of the SECOND PART.

WHEREAS:
A. MAC ROYAL BIOTECH is engaged in the business of manufacturing and marketing of Amitraz,
Deltamethrin and Cypermethrin formulations („said Products‟) used for Veterinary segments;
B. BLUE OAKES is engaged in the business of marketing of Veterinary products at various places in India;
C. BLUE OAKES has approached MAC ROYAL BIOTECH in order to manufacture and supply the Products;
D. MAC ROYAL BIOTECH has represented that it has all necessary licenses, permissions, approvals, no-
objections, consents which are valid and subsisting at the time of execution of this Agreement in order
to manufacture and sell the products for BLUE OAKES during the subsistence of this Agreement. If any
government authority raises any claims/objects due to any of the licenses, permissions, approvals, no-
objections, consents obtained by MAC ROYAL BIOTECH to which it is impossible to manufacture and
supply to BLUE OAKES, then MAC ROYAL BIOTECH hereby has unconditionally and irrevocably agreed to
indemnify BLUE OAKES from and against all the losses/costs/ expenses/ proceedings (including legal
fees) suffered in this regard by BLUE OAKES. Based on the representation of
E. BLUEOAKES, MAC ROYAL BIOTECH has agreed to enter into a non-exclusive arrangement with BLUE
OAKES in order to establish the terms for purchase of Products as specified more fully in Schedule I to
this Agreement.
THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED BOTH THE
PARTIES INTENDING TO BE LEGALLY BOUND HEREBY, AGREE AS FOLLOWS:
Term:
This Agreement shall come into force on 22-09-2022 („Effective Date’) and shall remain valid and in force
for a period of 3 (Three) years from the Effective Date i.e till 21-09-2025 („the Term‟), unless sooner
terminated in accordance with the termination clause specified in this Agreement. Thereafter, this
Agreement may be extended/renewed at the option of BLUE OAKES for subsequent term by way of
executing a written Agreement based on terms and conditions mutually agreed between the parties herein.
Manufacture and Supply:
a) During the term of this Agreement, MAC ROYAL BIOTECH shall manufacture, package and supply the
Products more fully described in Schedule I to this Agreement to BLUE OAKES and BLUE OAKES shall
(without any obligation) buy the Products from MAC ROYAL BIOTECH, pursuant to the terms and
provisions set forth herein.
b) MAC ROYAL BIOTECH agrees, on a non-exclusive basis, to acquire raw materials, manufacture, and pack
the products listed in Schedule I ,consistent with the specifications applicable for raw materials,
packaging, and manufacturing processes and facilities as per mutually agreed Specifications. Likewise,
BLUE OAKES reserves it’s right to purchase the product from any other vendor and the MAC ROYAL
BIOTECH shall not object the same at any point in time. However, notwithstanding anything else in this
Agreement MAC ROYAL BIOTECH shall not manufacture or sell products under any of the brand names
or any related nomenclature or designs or logos or trademarks etc. of BLUE OAKES. However, MAC
 ROYAL BIOTECH shall be obligated to manufacture and supply those product(s) which are ordered by
BLUE OAKES.
c) BLUE OAKES will give mutually acceptable timelines to MAC ROYAL BIOTECH to make the requisite
changes pertaining to the specification(s) put forth by BLUE OAKES. The said intimation will be deemed
to be given from the date on which the same is sent by BLUE OAKES to MAC ROYAL BIOTECH. Any
change in pricing that might arise from the change in specifications shall be discussed mutually and
agreed upon in writing.
d) The Products shall be packed by MAC ROYAL BIOTECH in such packaging as may be mentioned in the
specifications of this Agreement by BLUE OAKES from time to time. BLUE OAKES reserves the right to
modify the specifications of the Packaging from time to time based on its business requirements
provided that such modifications are informed to MAC ROYAL BIOTECH prior in accordance with Clause
1(c). MAC ROYAL BIOTECH shall take due efforts and reasonable care regarding the products while
packing and during transit in order to preserve the quality and quantity and also to ensure safe delivery
of the Products.
e) MAC ROYAL BIOTECH shall manufacture and pack the Products at its facility/ factory located at Dhana
Village, Nalagarh Baddi Road, Nalagarh, Solan, Himachal Pradesh, 174103 (said Factory). MAC ROYAL
BIOTECH shall not, without the prior written consent of BLUE OAKES, manufacture and pack the
Products in any other location and shall not sub-contract the manufacturing and packing to any third
party.
f) In consideration of the terms and payments agreed herein, MAC ROYAL BIOTECH assures continuous
supply of Products as per the Purchase orders placed by BLUE OAKES from time to time throughout the
term of this Agreement and extensions or renewals thereto. The parties hereto agree that, except for
reasons of Force Majeure or for any reason beyond MAC ROYAL BIOTECH‟s control, in the event MAC
ROYAL BIOTECH fails to meet these obligations, BLUE OAKES, shall have, notwithstanding other remedies
available under law, including the remedy of specific performance, the remedy to source similar
products from any other person to ensure continuity of supply of products in its brands.
g) MAC ROYAL BIOTECH shall supply the Products within the timelines specified in the PO and mutually
agreed between the Parties, to be delivered to the destination(s) specified by BLUE OAKES.
Product Formulations:
The finished Product formulas and Specifications shall be owned exclusively by MAC ROYAL BIOTECH and do
not violate any Patents / trademarks or any other form of Intellectual Property Rights of any other
party(ies).
Pricing & Purchase Order:
a) BLUE OAKES’s orders for Products shall be submitted via purchase order („Purchase Order‟) submitted to
MAC ROYAL BIOTECH by BLUE OAKES. Purchase Orders shall be consistent with the terms of this
Agreement. BLUE OAKES shall not be bound by any terms or conditions that modify, amend or
supplement or attempt to modify, amend or supplement the terms of this Agreement or BLUE OAKES’s
standard terms and conditions unless BLUE OAKES expressly accepts, in writing, such terms or
conditions. In the event of a dispute between the terms of this Agreement and BLUE OAKES’s standard
terms and conditions, the terms of this Agreement shall prevail unless specifically agreed between the
Parties. The Minimum Lead Time, as mentioned in the Purchase Order, shall commence upon the date of
the receipt by MAC ROYAL BIOTECH of a Purchase Order submitted in consistence with the terms of this
Agreement. All Purchase Orders must include the desired ship date, the quantity, the product number, a
description, and pack size for all Products. If there is any change in the PO, then the same will be
intimated by BLUE OAKES in advance i.e. 15 days to MAC ROYAL BIOTECH. MAC ROYAL BIOTECH shall
supply the Products to BLUE OAKES based on the Purchase Order (PO) and the Products shall be shipped
to BLUE OAKES within Thirty (30) days of the acceptance of the PO. It is agreed between the parties that
this price shall be the price of the product in packed form as deliverable to BLUE OAKES as per the
specifications of the product and the packaging agreed herein.
b) MAC ROYAL BIOTECH shall strictly adhere to the terms and conditions specified in the PO as long as the
terms and conditions specified in the PO are consistent with this Agreement. All the terms and
 conditions specified in the PO that are not included in this Agreement shall be deemed to have
incorporated by reference in this Agreement.
c) Any changes to any of the Specifications, including without limitation to changes to the specifications of
the finished product, raw materials, packaging, or manufacturing instructions, („Specification Changes‟)
shall require the mutual written Agreement of the parties. Prior to the implementation of any
Specifications changes, the parties shall mutually agree in writing to the details of the Specification
Change, including without limitation to any applicable price adjustments resulting from the Specification
Change and the effective date of the applicable Specification Change. BLUE OAKES agrees to bear the
cost of any increase in costs or expenses, if applicable, resulting from the Specification Change. BLUE
OAKES agrees to pay all costs and expenses associated with raw materials, packaging, or manufacturing
equipment or labour purchased by MAC ROYAL BIOTECH in order to fulfil its obligations under this
Agreement that are rendered absolute due to a Specification Change. It is hereby agreed between the
parties that, subject to the terms and conditions and during the term of this Agreement, there shall be
no price revision during the first year of the contract, except in case of any change in specifications of
products as agreed herein between the parties.
d) MAC ROYAL BIOTECH shall be responsible to discharge the GST liability to Government treasury on the
consideration they received from BLUE OAKES after been registered himself under GST Law.
e) MAC ROYAL BIOTECH shall raise monthly tax invoice towards consideration and pay applicable GST to the
Government as mentioned on the said tax invoice on or before due date and shall upload the tax invoice
and all other necessary data immediately on the GST portal enabling BLUE OAKES to avail the input
credit (if available). BLUE OAKES only upon receipt of the said invoice through GST portal followed by an
original Invoice shall make necessary payment to the consideration along with the GST within 7 (seven)
working days from the date of receipt of the invoice or as per the terms of the Agreement, whichever is
later.
f) MAC ROYAL BIOTECH shall file the necessary data / documents on GST portal within stipulated time in
terms of GST.
g) If MAC ROYAL BIOTECH fails to pay the GST to the government, as mentioned above and does not upload
the invoice on GST portal and BLUE OAKES is unable to avail the input credit, BLUE OAKES shall have
every right to withheld the GST amount of the said invoice until such GST payment is made by MAC
ROYAL BIOTECH and tax invoice is uploaded on GST portal.
h) MAC ROYAL BIOTECH agrees and undertakes to indemnify and keep BLUE OAKES indemnified against all
the losses, damages, costs, claims, charges, etc., incurred / suffered by BLUE OAKES on any account of
whatsoever including but not limited to due to non - uploading/providing the invoice/data/papers as
required under GST enabling BLUE OAKES to avail GST credit.
i) MAC ROYAL BIOTECH shall ensure to charge the appropriate applicable tax rate (GST). In case in future
there is any dispute on account of applicability of the tax rate (GST) BLUE OAKES shall not be held liable
for any such claims.
j) MAC ROYAL BIOTECH shall take responsibility of assessing it’s turnover to check if they is liable to be
registered under GST Law. And if MAC ROYAL BIOTECH finds their assessed turnover exceeds the
threshold limit prescribed under registration provisions in GST then MAC ROYAL BIOTECH has to apply
for GST number within 30 (thirty) days from the day MAC ROYAL BIOTECH’s turnover exceeds the
threshold limit and get himself registered. MAC ROYAL BIOTECH shall provide a copy of registration
certificate so received from GSTN to BLUE OAKES and only thereafter they can charge GST on Tax Invoice
that they may be raising on BLUE OAKES. In case they fails to obtain GST registration then MAC ROYAL
BIOTECH will solely be responsible for the consequences from GST department. BLUE OAKES shall not
indemnify MAC ROYAL BIOTECH for GST liability, interest or penalty that may receive in future from GST
department for not getting registered within time.
k) In case, MAC ROYAL BIOTECH has obtained GST registration under 'Composition Scheme' after fulfilling
the conditions given under GST Law regarding the scheme. MAC ROYAL BIOTECH shall raise „Bill of
Supply‟ and mention „Composition Dealer‟ under 'Bill of Supply '. MAC ROYAL BIOTECH shall not charge
any additional GST on MAC ROYAL BIOTECH’s supply of services provided to BLUE OAKES as the GST law
does not allow a composite dealer to collect GST from BLUE OAKES and pay it to the Government. The
 law requires the composite dealer to pay GST liability on it’s turnover at certain percentage without
recovering from BLUE OAKES.
l) MAC ROYAL BIOTECH after being registered himself under composition scheme shall consider the
consideration agreed with BLUE OAKES for the supply of service provided to BLUE OAKES to be inclusive
of all levy of taxes/statutory dues. MAC ROYAL BIOTECH shall not increase or demand extra charges in
any manner on account of GST from BLUE OAKES.
m)The GST compliance/s including filing of GST return, assessment etc. connected with the composition
scheme shall be borne by MAC ROYAL BIOTECH. In no circumstances, BLUE OAKES shall be accounted
responsible for any non- compliance or payment of any statutory dues/interest/penalty towards GST
Liability.
n) MAC ROYAL BIOTECH shall be responsible to discharge the GST liability to Government treasury on the
consideration they received from BLUE OAKES after been registered themselves under GST Law.
o) MAC ROYAL BIOTECH agrees and undertakes to indemnify and keep BLUE OAKES indemnified against all
the losses, damages, costs, claims, charges, etc., incurred / suffered by BLUE OAKES on any account of
whatsoever including but not limited to due to non - uploading/providing the invoice/data/papers as
required under GST enabling BLUE OAKES to avail GST credit.
Quality:
a) MAC ROYAL BIOTECH hereby agrees to manufacture and supply the Products exactly in conformity with
the Quality parameters specified by BLUE OAKES. Any Products not in compliance with the specifications
of BLUE OAKES shall be solely to the account of MAC ROYAL BIOTECH who shall bear all the costs
pertaining to such non-confirming Products unless any such defects is caused, post-delivery of the
Products(s), due to reasons of storage, handling and transport of the Products attributable to BLUE
OAKES.
b) Before shipment of each consignment, MAC ROYAL BIOTECH shall provide a Certificate of Analysis (COA)
along with the invoices on MAC ROYAL BIOTECH’s letterhead. MAC ROYAL BIOTECH shall also provide a
test report from a National Accreditation Board for Testing and Calibration Laboratories (NABL)
accredited laboratory as and when required by BLUE OAKES. In case any parameters are found to be
unacceptable or in variance to the Certificate of Analysis (COA), BLUE OAKES reserves all the rights to
reject the batch/supplied products without incurring any liability whatsoever with respect to such
defective Products and MAC ROYAL BIOTECH undertakes to replace them.
c) BLUE OAKES reserves all the rights to reject any consignment of Products if they are not
manufactured/packed as per the specifications of BLUE OAKES in this Agreement, and in compliance
with all applicable regulations (including but not limited to Governmental regulations). MAC ROYAL
BIOTECH shall be responsible for and shall hold BLUE OAKES harmless for any/all loss, claims, damages
or costs which BLUE OAKES might incur/sustain owing to non-adherence to the packaging guidelines /
regulations by MAC ROYAL BIOTECH.
d) MAC ROYAL BIOTECH shall make no alteration in the manufacturing process, product composition or
specification without BLUE OAKES’s prior written consent with respect to the Products covered under
this Agreement. MAC ROYAL BIOTECH shall also not make any alteration to the manufacturing process
that would affect the product quality/ agreed specifications of the products in any manner.
Delivery of Products, Invoicing & Payment:
a) MAC ROYAL BIOTECH shall arrange for the carriage of the Products to the place of delivery as informed
by BLUE OAKES.
b) BLUE OAKES has to make payment to MAC ROYAL BIOTECH in advance along with P.O.
c) If the Products are short delivered or are not according to the quantity or quality agreed upon BLUE
OAKES, BLUE OAKES will either be entitled to claim the value of the Products not supplied or MAC ROYAL
BIOTECH shall be responsible for replacement of such returned Products at its own costs and risk up to
the invoiced value of the short-supplied Products only. The cost of transportation of such products shall
be borne by MAC ROYAL BIOTECH .
d) If the Products are not shipped by MAC ROYAL BIOTECH within the stipulated shipment period
mentioned in the PO, BLUE OAKES will have the option to cancel the PO, unless otherwise the delay is
 caused on a valid reason or for reasons of Force Majeure, which MAC ROYAL BIOTECH should intimate to
BLUE OAKES in advance and in writing.
Limited License of Brand attributes:
a) Labels & Licenses: All Product labels („Labels‟), including but not limited to design, content, wording,
and trademarks, shall be the sole responsibility of BLUE OAKES, including without limitation to
compliance with all applicable laws and regulations. BLUE OAKES represents and warrants to MAC ROYAL
BIOTECH that (i) all Labels comply with all applicable laws and regulations and (ii) BLUE OAKES is the
exclusive owner of, or has the enforceable license or right to use, all elements included within the Label.
BLUE OAKES grants MAC ROYAL BIOTECH a non-exclusive, royalty free license to use the Labels as well as
any associated intellectual property (including but not limited to patents, specifications, and formulas)
provided by BLUE OAKES to MAC ROYAL BIOTECH , as necessary to the extent for MAC ROYAL BIOTECH to
complete its responsibility of production of the Products pursuant to the terms of this Agreement. BLUE
OAKES warrants to MAC ROYAL BIOTECH that BLUE OAKES has, and will maintain, at all times during the
Term the right to grant the aforementioned license(s) and that such license and MAC ROYAL BIOTECH ‟s
use thereof shall not violate or infringe upon any copyright or other right of any 3rd party. BLUE OAKES,
at its sole expense, shall provide MAC ROYAL BIOTECH with all templates necessary for the labelling of
the Products consistent with the Product’s Specification(s).
b) BLUE OAKES hereby grants to MAC ROYAL BIOTECH , a non-exclusive, limited, royalty-free, non-
transferable license to use BLUE OAKES’s trademark, trade dress, graphics, packaging designs and
artwork and other Customer branding intellectual property as specified in herein (collectively, the
“Customer Brand Attributes”) solely in connection with production of the Products sold or to be sold to
BLUE OAKES.
Owners of the Trademarks:
a) MAC ROYAL BIOTECH hereby recognizes and agrees that BLUE OAKES is the absolute owner of the
trademarks owned/ used by BLUE OAKES.
b) MAC ROYAL BIOTECH hereby acknowledges and confirms that it has/shall not infringed/passes off any
intellectual property right of any third Party during the subsistence of this Project. In any case MAC
ROYAL BIOTECH infringes any intellectual property rights of any third party, then MAC ROYAL BIOTECH
has unconditionally and irrevocably agreed to indemnify BLUE OAKES from and against all the
losses/damages/costs/penalties/litigation (including attorney’s fees) occurred due to the
acts/negligence of MAC ROYAL BIOTECH to BLUE OAKES.
c) Any Intellectual Property or innovation created by MAC ROYAL BIOTECH during the term of this
Agreement or while providing any services under the Agreement, shall exclusively belong to BLUE OAKES
and MAC ROYAL BIOTECH hereby unconditionally and irrevocably agrees to execute any/all
document/agreement/deeds that will be required by BLUE OAKES from time to time to transfer such
Intellectual Property or innovation in the name of BLUE OAKES.
d) MAC ROYAL BIOTECH acknowledges the sole and exclusive right, title, interest and property of BLUE
OAKES and/or its affiliate or BLUE OAKES and/or any other BLUE OAKES‟s Group companies, as the case
may be, in and/or to the Trademarks shall always remain the property of BLUE OAKES and/or its affiliate
and/or any other BLUE OAKES‟s Group companies. Nothing herein contained shall at any time, whether
during the subsistence/existence of this Agreement or after the expiration or earlier determination of
this Agreement, give or be deemed to give or shall be intended to give, assign or transfer to MAC ROYAL
BIOTECH any right, title, interest or claim whatsoever in or to a Trademark belonging to BLUE OAKES
and/or its affiliate and/or any other BLUE OAKES‟s Group companies. The trade names, property marks,
get-up, slogan, dimension, sign, advertisement, patent used by BLUE OAKES and/or its affiliate and/or
any other BLUE OAKES‟s Group company or to which BLUE OAKES and/or its affiliate and/or any other
BLUE OAKES „s Group company is entitled to and shall always remain the entire property of BLUE OAKES
and/or its affiliate or BLUE OAKES or any other BLUE OAKES‟s Group company, as the case may be. The
stipulation contained in this clause shall remain in force during the term of this Agreement as well as on
expiry of the same.
Representations and Warranties:
I. MAC ROYAL BIOTECH represents and warrants:
 a. The Products supplied hereunder shall be manufactured in compliance with the instructions &
specifications issued by BLUE OAKES under this Agreement/ PO, except as disclosed and to the best of
MAC ROYAL BIOTECH ‟s knowledge, there is no encumbrance, claim, suit or proceeding or
investigation pending or threatened against MAC ROYAL BIOTECH or any of its affiliates which might
prevent or interfere with MAC ROYAL BIOTECH ‟s performance under this Agreement, more
particularly any issues related to product deficiencies, injunction suits, damage claims etc.
b. MAC ROYAL BIOTECH shall ensure that the Products manufactured and supplied hereunder shall not
be manufactured in violation of any Agreement (commercial or others), judgment, order or decree to
which MAC ROYAL BIOTECH is subject to. The products manufactured for BLUE OAKES shall be free
from any or all liens, encumbrance or security interest. MAC ROYAL BIOTECH ‟s liability hereunder
shall extend to all direct damages/penalties/charges/litigation (including attorney’s cost) caused by
the breach of any of the foregoing warranties/obligations under this Agreement.
c. The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated herein as it has been duly and validly authorized and no further
authorization is required on its part to consummate the transactions contemplated herein.
d. This Agreement and all other documents executed and delivered by it pursuant to this Agreement
constitute its legal, valid and binding obligations, enforceable against it in accordance with their
respective terms.
e. The individual executing this Agreement on its behalf has been duly authorized and empowered to
execute this Agreement for the purpose of binding it to this Agreement. Its execution, delivery and
performance of this Agreement does not require any third-party consents or governmental approvals,
filings, registrations or permits that have not already been obtained and will be maintained during
the Term.
f. MAC ROYAL BIOTECH further warrants that it has obtained all permits, licenses, certifications, and
approvals necessary to MAC ROYAL BIOTECH to manufacture the Products in accordance with
applicable law. MAC ROYAL BIOTECH also warrants to BLUE OAKES that MAC ROYAL BIOTECH has, and
will maintain, at all times during the Term the right to grant the aforementioned license(s) and that
such license and BLUE OAKES’s use thereof shall not violate or infringe upon any patent or any other
Intellectual Property Right (IPR) or other right of any 3rd party within the territory of manufacture of
the Product, or be in violation of any applicable federal, state, and local laws, rules, and regulations.
g. MAC ROYAL BIOTECH also agrees to provide necessary support at all times to address any complaints
from end users, including, but not limited to analysis and resolution of quality and performance
related issues or any other kind of after sales support.
II. BLUE OAKES represents and warrants:
a. The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated herein by it have been duly and validly authorized and no further
authorization is required on its part to consummate the transactions contemplated hereby.
b. This Agreement and all other documents executed and delivered by it pursuant to this Agreement
constitute its legal, valid and binding obligations, enforceable against it in accordance with their
respective terms.
c. The individual executing this Agreement on its behalf has been duly authorized and empowered to
execute this Agreement for the purpose of binding it to this Agreement. Its execution, delivery and
performance of this Agreement does not require any third-party consents or governmental approvals,
filings, registrations or permits that have not already been obtained and will be maintained during
the Term.
d. BLUE OAKES warrants to MAC ROYAL BIOTECH that compliance with BLUE OAKES’s specifications
(including without limitation to the Specifications) or any other materials or instructions provided by
BLUE OAKES to MAC ROYAL BIOTECH in order to produce the Products will not cause the resulting
Products or MAC ROYAL BIOTECH to be in violation of any applicable federal, state, and local laws,
rules, and regulations. Each party warrants to the other that it has the authority and capability to
enter into this Agreement and perform its respective obligations set forth herein and entering into
 and executing this Agreement will not cause it to violate the terms of any pre-existing obligations or
Agreements.
Confidentiality:
a) Confidential Information means this Agreement and all confidential or otherwise proprietary business
and technical information relating to both the parties and their respective products, businesses, ideas,
know-how, trade secrets, brand attributes, production, manufacturing and sales techniques, financial
statements and data, recipes and formulas, sources of supply, advertising, actual and prospective
customers, pricing, costing, and accounting procedures. Confidential Information does not include
information that is in the public domain at the time of disclosure by the disclosing Party; that enters the
public domain after disclosure by the disclosing Party through no fault of the receiving Party; that was or
is separately disclosed to the receiving Party by a third party not itself subject to an obligation of
confidentiality to the disclosing Party with respect to such information; or that was in the receiving
Party‟s possession at the time of disclosure by the disclosing Party.
b) Each Party agrees to maintain the Confidential Information in strict confidence and, except to the extent
expressly permitted in this Agreement or otherwise consented to in writing by the other Party, that the
Confidential Information will not be disclosed by it or its “Representatives” (defined to include affiliates,
directors, shareholders, officers, employees, agents, subcontractors, consultants, members, managers,
advisors, or other representatives including legal counsel, accountants and, in the case of Customer, its
Distributors) to any “Person” (defined to include individuals, partnerships, companies, limited liability
companies, entities, corporations, or agents thereof) except with the specific prior written consent of
the other.
c) In performing upon the obligation under this Agreement, if MAC ROYAL BIOTECH has access to one or
more databases, applications, reports, documents and/or other information in hardcopy or electronic
form that contain or process data („Business Data‟), MAC ROYAL BIOTECH acknowledges that it will be of
a sensitive nature and MAC ROYAL BIOTECH undertakes to treat in a strictly confidential manner and not
to use unless explicitly authorized by BLUE OAKES in writing or required by the applicable Data
Protection law. MAC ROYAL BIOTECH shall be responsible for the undertaking of using the data of BLUE
OAKES and shall be bound by the protection of data which shall continue to apply perpetually even after
the termination of this Agreement.
Termination:
a) Either party may terminate this Agreement without assigning any reason thereof by giving a written
notice of 3 (three) months to the other party.
b) Either party may (without limiting any other remedy) at any time terminate this Agreement by giving 3
(Three) months written notice to the other if (i) the other party commits any breach of this Agreement
and (if capable of remedy) fails to cure the breach within thirty (30) calendar days after being provided
written notice of such breach or (ii) the other party liquidates, becomes insolvent, a receiver is
appointed to the possession of all or substantially all of such party‟s property, such party makes a
general assignment for the benefit of creditors or files a voluntary petition in bankruptcy, or such party is
the subject of an involuntary petition in bankruptcy. Termination of this Agreement shall not impact any
right or liability arising out of a breach of this Agreement occurring prior to or in connection with such
termination and all covenants and obligations of this Agreement to be performed or complied with after
termination of this Agreement shall survive in accordance with their terms.
Effect of Termination:
Upon termination of this Agreement, or termination of the permitted use of the Brand Attributes/
trademarks of BLUE OAKES or MAC ROYAL BIOTECH , with effect from the effective date of termination, (a)
Both BLUE OAKES and MAC ROYAL BIOTECH shall forthwith discontinue the use of the Brand Attributes/
trademarks etc. (b) BLUE OAKES and MAC ROYAL BIOTECH shall forthwith return all materials bearing the
Brand attributes/ trademarks of the other party lying at MAC ROYAL BIOTECH ‟s/ BLUE OAKES‟s plant,
warehouse or other place of business. (c) BLUE OAKES and MAC ROYAL BIOTECH shall forthwith return all
confidential information in their respective custody relating to the other party. (d) Both BLUE OAKES and
MAC ROYAL BIOTECH shall fulfil their respective obligations under the Agreement and the purchase order
that has arisen before the effective date of termination.
Indemnity:
MAC ROYAL BIOTECH shall indemnify and keep BLUE OAKES indemnified against all actions, suits and
proceedings and all costs, charges, expenses, loss or damages incurred or suffered by or caused to BLUE
OAKES against any third party claim arising out of i) product not meeting the specifications or any proven
manufacturing defect in the Product, provided any such defect is caused due to improper storage, handling
and transport of the Products by MAC ROYAL BIOTECH , ii) infringement/passing off of any intellectual
property right of any third party iii) breach of applicable laws and confidentiality (iv) fails to carry out
obligation under this Agreement.
Regulatory Compliance:
MAC ROYAL BIOTECH shall be liable for compliance with statutory provisions and requirements in respect of
manufacture and supply of the Products. MAC ROYAL BIOTECH shall notify BLUE OAKES immediately of any
warning citation, indictment, claim, lawsuit or proceeding issued or instituted by any of the Local
Government, entity or agency against MAC ROYAL BIOTECH to the extent that any such occurrence relates
directly to MAC ROYAL BIOTECH ’s performance hereunder. MAC ROYAL BIOTECH shall be liable for all the
quality related issues pertaining to the Product that is manufactured under this Agreement.

MAC ROYAL BIOTECH agrees and undertakes to provide training to its employees in respect of the safety
guidelines, orders, directives, notices, standard operating procedures etc., that are issued by the
government (Central, State or local body) or any statutory authority to cope with any epidemic/pandemic.
MAC ROYAL BIOTECH shall ensure that the safety guidelines, orders, directives, notices, standard operating
procedures etc., are strictly implemented and followed by it‟s employees. In case of non-compliance of
such safety guidelines, orders, directives, notices, standard operating procedures etc. by MAC ROYAL
BIOTECH or its employees (in part or whole), BLUE OAKES shall not be held responsible/ be liable in any
manner whatsoever.
Rejection of Products.
a) BLUE OAKES shall inspect all Products promptly upon receipt and shall notify MAC ROYAL BIOTECH in
writing of any lack of conformity of the Products with respect to the Specifications within thirty (30)
calendar days of receipt of the Products by BLUE OAKES (the “Rejection Period”). In cases of non-
conforming product, BLUE OAKES may, at its option: (i) require MAC ROYAL BIOTECH to deliver any
missing quantity of Products, without any additional cost or expense to BLUE OAKES; (ii) require MAC
ROYAL BIOTECH to replace the Products with conforming Products, without any additional cost or
expense to BLUE OAKES; BLUE OAKES shall have right to obtain replacement Products from another
source at MAC ROYAL BIOTECH ‟s expense, in cases where MAC ROYAL BIOTECH fails to replace such
products within a reasonable timeframe, which shall not exceed 30 (thirty) days. BLUE OAKES may reject
any Products that fail in any material way to meet the terms of this Agreement, including without
limitation to the Specifications. Within thirty (30) calendar days of notifying MAC ROYAL BIOTECH of
BLUE OAKES’s rejection, BLUE OAKES shall return to MAC ROYAL BIOTECH , at MAC ROYAL BIOTECH ‟s
expense, the rejected Products. If MAC ROYAL BIOTECH ‟s examination of the rejected Products reveals
to MAC ROYAL BIOTECH ‟s reasonable satisfaction that the Products did not conform to the
Specifications, MAC ROYAL BIOTECH shall reimburse BLUE OAKES for all freight and shipping costs
incurred by BLUE OAKES in returning the rejected Products. In case MAC ROYAL BIOTECH disagrees with
the finding of BLUE OAKES in this respect, the samples of such Products taken from the relevant batch
will be referred to a mutually acceptable independent laboratory (approved by NABL) for testing of the
Products. The finding 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 findings of the independent laboratory.
b) No consequential Damages notwithstanding any provision set forth in this Agreement, in no event
(including without limitation, any termination of this Agreement with or without cause) will either party
be liable to the other party for any indirect, special, incidental, punitive or consequential damages,
whatsoever, including, without limitation, lost profits, loss of use arising out of or relating to this
Agreement, even if informed of possibilities of such damages or losses, MAC ROYAL BIOTECH ‟s liability
for direct damages arising out of or in connection with this Agreement shall under no circumstances
exceed the total value of the purchase orders supplied in the preceding three (3) months.
Force Majeure:
Neither party shall be liable to the other or be held in breach of this Agreement for failure to carry out all or
any obligations under this Agreement, except for the duty to pay interest on money owned, as a result of
Force Majeure which expression shall include all circumstances beyond the reasonable control of the party
in question, including but not limited to acts of God, acts of war (declared or not declared), acts of nature,
acts of government, fire, explosions, floods, accidents, sabotage, civil commotion, riots, epidemic,
pandemic provided that the respective party could not reasonably be expected to take into account the
respective circumstances at the time of the conclusion of the Agreement and that the respective party uses
its best efforts to carry out its obligations under the Agreement due to such circumstances, the respective
party shall immediately give the other party notice in writing the cause of delay, such party shall however
perform said obligations as soon as reasonably practicable following removal of the cause of the force
majeure and/or its effects. If the delay in question prevails for continuous period in excess of 1 (one) month
the parties shall enter into bonafide discussions with a view to alleviation of its effects or to agreeing upon
such arrangements as may be fair and reasonable.
Severability:
In case any provision/s of this Agreement are found or declared by a competent authority or court of
competent jurisdiction as invalid or unenforceable, the remaining provisions shall not be affected and
remains effective and enforceable thereby, and the parties shall in good faith attempt to amend this
Agreement to eliminate such invalidity or unenforceability, without thereby affecting the intent of the
parties as expressed herein.
Entirety:
This Agreement represents the entire Agreement between the parties hereto on or in relation to the terms
and conditions relating to manufacturing and supply of Products and cancels and supersedes all prior
Agreements, understandings or arrangements, if any, whether oral or in writing between the parties hereto
on the subject matter hereof. The terms and conditions of the PO issued or to be issued by BLUE OAKES
shall, so far as it does not contradict the terms of this Agreement, shall be deemed to form part of this
Agreement.
Survival:
The provisions related to Indemnity, Payment Terms, Representations & Warranties shall survive the
termination or expiry of this Agreement for a period of 10 (ten) years.
Notice:
Notice shall be in writing and delivered personally or sent by registered / speed post or registered airmail
through a recognized courier service, or by fax or by email addressed to the intended recipient thereof as
hereunder mentioned. Any notice sent to the last known address, unless the change of address is notified
by one party to the other party in writing, duly acknowledged by the other party, shall be deemed to be
served on the other party as defined under the General Clauses Act. If any notice is sent by electronic mail,
then the „Read‟ and „Delivery‟ receipt will be considered as delivered to the other Party.
Relationship:
Nothing in this Agreement shall constitute or be deemed to constitute a partnership, a joint venture,
agency, employment, or other association between the parties hereto or constitute or be deemed to
constitute MAC ROYAL BIOTECH as agent of BLUE OAKES for any purpose whatsoever and MAC ROYAL
BIOTECH or its/his/her employees or agents shall have no authority or power to bind BLUE OAKES or to
contract in the name of BLUE OAKES in any way or for any purpose. The relationship between the parties
hereto shall be of Vendor and Purchaser on principal-to-principal basis. None of the Parties shall act or
represent or hold itself out as having authority to act as an agent of or in any way bind or commit the other
Party to any obligations other than the obligations as set out in this Agreement.
Waiver:
A waiver by any party of a breach of any of the terms of this Agreement by the other party shall not be
deemed a waiver of any subsequent breach of the terms of this Agreement. All waivers of any rights or
obligations must be in writing and signed by the party granting such waiver.
Assignment:
This Agreement may not be assigned or transferred by any of the parties, and no rights or obligations
hereunder may be delegated or assigned, without the express written consent of the other party.
Notwithstanding the foregoing, either party may assign or transfer this Agreement in its entirety in
connection with an acquisition of all or substantially all of the assets or voting stock of such party or a
merger or consolidation involving such party.
Specific Performance:
The parties intend that the following obligations and provisions of this Agreement be enforceable by
specific performance and other equitable relief: (a) the confidentiality provisions and (b)provisions relating
to the protection of brand attributes/ trademarks (collectively the “Specific Performance Provisions”). The
parties acknowledge that a party seeking to enforce the Specific Performance Provisions will not have an
adequate remedy at law for the breach of the Specific Performance Provisions, damages alone will not be
adequate for a breach of the Specific Performance Provisions, and such party will suffer irreparable harm as
a result of such breach. Such party shall have the right to enforce the Specific Performance Provisions
through specific enforcement and all equitable remedies, including, but not limited to, mandatory and
prohibitor injunctions.
Governing Law:
This Agreement shall be governed by and shall be construed in accordance with the laws of the Republic of
India. The parties agree that they are subject to the jurisdiction of the Courts at Hyderabad, Telangana.
Dispute Resolution:
a) All or any dispute(s), difference(s), question(s) and / or claim(s) arising out of or touching upon or in
connection with this Agreement, shall be referred to Arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996, or any statutory amendments thereof and shall be referred by
either of the parties to the Sole Arbitration of an Arbitrator mutually nominated by BLUE OAKES and
MAC ROYAL BIOTECH . The Award given by the Sole Arbitrator shall be final and binding on the parties to
this Agreement. The fee for such arbitration proceedings shall be borne by both the parties equally.
b) The Seat and Venue of the Arbitration proceedings shall be at Mumbai and the language for conducting
the proceedings shall be English.
Surrender of Records and Material:
Upon termination of this Agreement by either party for any reason whatsoever, BLUE OAKES and MAC
ROYAL BIOTECH shall promptly return to the other party all catalogues, samples and other literature
provided by it to the other Party and pertaining to the Products. BLUE OAKES and MAC ROYAL BIOTECH
acknowledge that all of the foregoing items are, and shall remain, property of the other party. All
schedules, appendices or exhibits referred to in this Agreement are incorporated by reference. MAC ROYAL
BIOTECH unconditionally agrees that it shall return all the confidential information shared by BLUE OAKES
and shall not retain any information (either in tangible or intangible form) in it’s records for any purpose
whatsoever. MAC ROYAL BIOTECH shall certify in writing that it shall return all the confidential information
of BLUE OAKES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. In the event that the Parties
electronically exchange signed documents converted into a pdf-file, the Parties agree that, upon being
signed by both Parties, this Agreement shall become effective and binding and that a digitally signed
document being available as pdf-file will constitute evidence of the existence of this Agreement with the
expectation that original documents may later be exchanged in good faith. In case this Agreement is
concluded and executed by way of electronic means then the same shall be valid and binding document
upon both the Parties in terms of Sec. 4 and 10 (A) of the Information Technology Act, 2000 („IT Act‟). Since
this Agreement will be valid as signed electronically by both the Parties under the IT Act, no further hard
copies shall be required to be signed by the Parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized
representatives as of the day and year first written above.
Represented By: Represented By: