CONTRACT MANUFACTURING AND SUPPLY AGREEMENT

This Manufacturing and Supply Agreement (“Agreement”) is made and entered into this
____08th day of June September 2022 (“Effective Date”)
BY AND BETWEEN

M/s INDE WILD PRIVATE LIMITED., a Company incorporated under Companies Act, 2013
and 1956 having its Registered office at 1159 Vikas Kunj, Vikas Puri, New Delhi 110018,
(hereinafter referred to as the “Buyer” which expression shall unless repugnant to the
context or meaning thereof be deemed to include its successors, representatives and
assigns) of the One Part;
AND

M/s TERRAI NATURAL PRODUCTS PVT. LTD., a company incorporated in India under the
Companies Act, 2013, having its Registered Office at E-15 (GF) Panchsheel Park, New Delhi
110017 and with its principal place of business located at 833, Udyog Vihar, Phase-V,
Gurgaon – 122016, Haryana, (hereafter referred to as the “Supplier” which expression shall
unless repugnant to the context or meaning thereof be deemed to include its successors,
representatives and assigns) of the Other Part.

In this Agreement Inde Wild Private Limited and Terrai Natural Products Private Limited may
be Also hereinafter referred to individually referred to as a “Party” and collectively as the
“Parties”.

WHEREAS, the Buyer is in the business of marketing and selling of skin and hair care
products under its own brand name and is seeking a manufacturer to produce units of
specific products under its brand and packaging;

WHEREAS, the Supplier is in the business of manufacturing Ayurvedic Wellness products that
includes but not limited to skin care, hair care, bath & body care, food supplements,
supplement capsules, tablets and has excess production capacity that it wishes to utilize;

WHEREAS, the Supplier has represented that it has adequate facilities for development,
storage, required infrastructure, resources, for the supply of the Products to the Buyer for
the production and supply. The Supplier has represented and warranted that it is statutorily
compliant and has the experience and competence to manufacture the product, as required
by the Buyer and consistently adheres to good manufacturing practices in the process of its
manufacture.

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WHEREAS, the Supplier has assured the Buyer that it is in the process of obtaining licenses,
authorizations and permissions necessary or requisite in law for the manufacture by it of the
products, as required by the Buyer and that all such licenses, authorizations and permissions
will be valid and in full force on or before the commencement of commercial production and
the Supplier undertakes to keep it renewed from time to time.

WHEREAS, the scope of this Agreement covers aspects of manufacture of the Product and
related terms.

WHEREAS, the Buyer desires to have the Supplier produce units of the said Pproducts (as
defined below) and supply them to Buyer and the Supplier is willing to manufacture and
supply such Pproducts to Buyer;

NOW, THEREFORE, the Parties hereby agree as follows:

1. Definitions
In this Agreement, the following terms shall have the following respective meanings:

(a) “Agreement” means this Contract Manufacturing and Supply Agreement and Exhibit
A and Exhibit B hereto.

(b) “Applicable Laws” shall mean all statutes, enactments, acts of legislature or
parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies,
directions, directives and orders of any government, statutory authority, tribunal,
board or court in India or anywhere in the world (if required and as the case may be);

(c) “Business Day” means Monday through Saturday except for public holidays. A public
holiday for the purpose of this Agreement refers to is a day that is a public holiday in
India or declared so by the government of India.

(d) “Confidential Information” means any and all information that is disclosed by one
Party to the other Party and that relates to the Parties’ business relationship
hereunder, including, but not limited to, information relating to the manufacturing,
testing, labeling, packaging, storing or supply of Product and any and all information
exchanged between the Parties as mentioned in Article 4(c) hereof. Any Confidential
Information disclosed in tangible form shall be marked as “CONFIDENTIAL” or
“PROPRIETARY” or by a similar legend by the disclosing Party prior to disclosure. Any
Confidential Information disclosed orally or visually shall be identified as such prior to,
concurrent with or following disclosure and summarized in writing by the disclosing
Party to the receiving Party within thirty (30) calendar days of the disclosure.

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 Confidential Information shall not include information which (i) is in or comes into the
public domain without breach of this Agreement by the receiving Party; (ii) was in the
possession of the receiving Party prior to receipt from the disclosing Party and was not
acquired by the receiving Party from the disclosing Party under an obligation of
confidentiality or non-use; (iii) is acquired by the receiving Party from a third party
not under an obligation of confidentiality or non-use to the disclosing Party; or (iv) is
independently developed by the receiving Party without use of any Confidential
Information of the disclosing Party.

(e) “Force Majeure event” shall mean the event beyond the reasonable control of a
Party upon occurrence of acts of God, natural calamity, war (whether declared or not),
riot, Governmental/Judicial Orders, change of law, insurrection, sabotage, act of
authority whether lawful or unlawful, compliance with any law or Governmental,
administrative or judicial order, expropriation, seizure of works, requisition, pandemic,
epidemic, quarantine restrictions, outbreak of debilitating disease and any travel
restrictions or bans (including ban on non-essential travel) issued by the World Health
Organisation or any Governmental authority, natural disaster or extreme natural
event, explosion, fire, destruction of equipment, prolonged break-down of transport,
telecommunications, information system or energy, general labour disturbance such
as boycott, strike and lockout, having a material adverse impact on the legality and/or
performance of this Agreement.

(f) “Effective Date” means the date first written above.

(g) “General Terms and Conditions of Sale” means the Supplier’s General Terms and
Conditions of sale as will be mentioned in the rate contract, under Exhibit A.

(h) “Intellectual Property” means means and includes any and all proprietary
information of the Customer including but not limited to the trademarks, patents,
logos, business names, company names, domain names, rights in all designs,
including mould designs, bottle designs/ cap designs/product design, copyrights,
packaging design, label design, patents, patents database rights, technical know-how,
formulations, processes, methods, rights in inventions, trade secrets, licenses,
goodwill, concepts, ideas, permissions and any other intellectual property rights,
intellectual property and other ancillary assets as recognised under Applicable Law,
and in industry usage or otherwise, in each case whether registered or unregistered
and including applications for registration.

(i) “Product” means skin care, hair care, bath & body care more fully described in the
Specifications. Additional products may be added to the Specifications upon the
mutual agreement of Buyer and Supplier.

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 (j) “Raw Materials” means any and all raw materials and components needed by
Supplier to manufacture, label or package Product(s) according to the terms and
conditions of this Agreement.
(k) “Specifications” means the specifications for the Product, including, but not limited
to, product specifications, manufacturing, testing, labeling, packaging and storing
instructions, and standards of quality, which are attached under Exhibit B hereto.
(l) “Term” means the period commencing on the Effective Date and terminating as set
forth in Article 15 hereof.

2. Scope of Agreement
2.1. On and subject to the terms and conditions of this Agreement, including the
General Terms and Conditions of Sale and the Specifications, Supplier shall
manufacture, test, label, package, store and supply the Product to Buyer and Buyer
shall purchase the Product from Supplier from time to time.
2.2. The Supplier shall provide to the Buyer, sample prototypes of a Product, newly
developed for the Buyer by the Supplier, for confirmation before commencement of
manufacturing. The Buyer shall, within 30 (thirty) days from receipt of the
sample/prototype Product, provide confirmation on such sample/prototype Product. In
the event the Buyer is not satisfied with the sample/prototype Product, the Buyer shall
be required to inform the Supplier within 30 (thirty) days from receipt of the
sample/prototype Product.

3. Manufacture of Product:
3.1. The Supplier shall manufacture and package the Products strictly in accordance
with the Specifications and any other instructions provided by the Buyer by way of the
purchase orders placed by the Buyer and any other reasonable written instructions or
amendments to the Specifications issued by the Buyer from time to time.

3.2. The Supplier shall provide all necessary plant and facilities for manufacturing the
Product in accordance with the Buyer’s requirements and Specifications including,
without prejudice to the generality of the foregoing:
3.2.1. The provision of clean and safe storage facilities with suitable precautions
against theft and fire, satisfactory to insurers;
3.2.2. Sufficient labour force for manufacturing the Product in accordance with the
specifications, applicable laws and the forecasts supplied by the Buyer and
sufficient equipment/machinery in good working order necessary for the
implementation of its obligations hereunder;
3.2.3. The Supplier shall be required to safely store the manufactured Products,
throughout the manufacturing and post manufacturing time period, until the
Buyer instructs the pickup/shipment of the same.

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3.3. All raw materials and packaging materials shall be procured by the Supplier for
the development of the Product and its subsequent manufacture and final production.
The Supplier shall be required to take all care and follow the standard procurement
process and acceptance criteria when receiving any and all raw materials. The
Supplier shall be required to perform a quality check as per industry standard practise
and in accordance with all Applicable Law, for all raw materials. The manufacturing
and production of the Products using all such raw materials shall commence post
aforementioned quality check and confirmation of the Supplier. Additionally, the
Supplier shall be required to perform a final quality check post completion of the
manufacture and production of the Product.

3.4. All raw materials being used to manufacture the Product by the Supplier shall be
those preapproved by the Buyer.

3.5. Buyer’s orders for products shall be submitted via Purchase Order (“Purchase
Order”) to Supplier by Buyer. Purchase Orders shall be consistent with the terms of
this Agreement. Any changes or exceptions to this Agreement must be expressly
accepted in writing by the Supplier. The Supplier 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 unless Supplier expressly accepts, inwriting,
such terms or conditions. Once submitted and accepted in writing by the Supplier, the
Purchase Orders cannot be modified or cancelled without the prior written approval of
Supplier or Buyer. In the event there is a dispute with regard to understanding
between the Parties, the Purchase Orders issued by the Buyer and all Specifications
contained thereunder shall prevail and the Supplier shall be required to adhere to the
same.
3.6. The standard lead time for supply of Products, agreed upon between the Parties,
to be supplied by the Supplier to the Buyer, in terms of the Purchase Orders shall be
30 (thirty) days from receipt of the Purchase Order by the Supplier. The Parties
agreed that the aforementioned timeline shall be subject to change as mutually
agreed between the Parties, exclusively by way of altered timelines (if any) as
specified under Purchase Orders issued by the Buyer.

4. Order Forecasts
4.1. Prior to the beginning of each calendar quarter or otherwise mutually agreed
upon timeline, Buyer shall provide to Supplier a written forecast of the number of
Products expected to be ordered in the following two (2) months period. Based on the
forecast, Supplier shall purchase Raw Materials for the manufacturing, labeling and
packaging of Products, in such quantities, in Supplier's reasonable judgment, that are

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 required to fill forecasted orders during such period. Buyer shall reimburse Supplier for
any Raw Materials which remain in Supplier’s possession following the termination of
this Agreement or a decision of Buyer or an agreement of the Parties which render
such Raw Materials obsolete or not useable by Supplier hereunder. Reimbursement
shall be made at actual cost including appropriate overheads.

5. Specifications
5.1. Supplier shall manufacture, test, label, package and store the Product in
accordance with the Specifications as provided by the Buyer and in compliance with all
Aapplicable Llaws, rules and regulations.

5.2. Buyer shall deliver to Supplier written notice of any required changes to the
Specifications, and Supplier will accommodate such Specification changes unless doing
so would adversely affect Supplier’s business in Supplier’s reasonable judgment. If
any Specification change requested by Buyer affects Supplier’s costs of manufacturing,
testing, labeling, packaging or storing Product adversely, the Parties will negotiate, in
good faith, an adjustment to the pricing set forth in Article 6 hereof.

5.3. Any changes to the Specifications shall be incorporated in this Agreement as a

written amendment to Exhibit B hereto.

5.4. The Supplier agrees and acknowledges that the formulation used to manufacture
the Buyer’s Product shall be exclusively for the Buyer. The Supplier shall not use the
formulation used in the Buyer’s Products, for any other clients of the Supplier and if
required to do so for any reason whatsoever, Supplier shall be required to procure a
license and written consent for the same from the Buyer. Further, Supplier shall be
required to change the fragrance, alter the formulation, and/or change/extract from
the formulation, any ingredient as instructed by the Buyer, before offering to other
clients.

5.5. In the event the Supplier fails to adhere to this Article 5, the Buyer shall, without
any prejudice to any other legal rights or remedies that it may have, be entitled to
seek liquidated damages, injunctive or other equitable relief as a remedy or to prevent
or curtail any actual or threatened breach by the Supplier of its obligations hereunder,
either for breach of this Agreement and/or infringement of proprietary information.

6. Compliance
6.1. Product shall be manufactured in Supplier’s facilities located at 833, Udyog
Vihar, Phase-V, Gurgaon – 122016, Haryana, India, unless otherwise agreed by the
Parties. Supplier shall, at its expense, maintain its facilities used for the manufacture

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 of Product(s) in compliance with all Applicable Laws, rules and regulations, including,
but not limited to, any applicable environmental, health and safety laws.

6.2. Supplier shall, at its expense, be responsible for obtaining and maintaining any
permits or approvals from government authorities which are required in connection
with the performance of its obligations hereunder, with respect to contract
manufacturing the Product. However, any expenditure incurred by the Supplier in
getting Product formulations, brand name etc. registered with any government
authority, for the Buyer, shall be paid for by the Buyer.

6.3. Supplier shall permit representatives of Buyer to visit Supplier’s facilities for the
purpose of inspecting observing the quality and storing of Products, shall the Buyer so
desire, before Product dispatch. Buyer agrees to give Supper reasonable notice of any
proposed visit to the facilities. Any such visits shall be during normal business hours
on work daysBusiness Days and any information gathered during such visits shall be
kept confidential in accordance with the provisions of Article 1412 hereof.

7. Packaging Terms
7.1. The Supplier agrees and acknowledges that the Supplier shall be liable to test
and quality check all packaging materials, package and label the Products as agreed to
between the Parties and as specified by the Buyer.
7.2. It is agreed between the Parties that the Buyer shall supply the bottle containers
to package the Products only. The Parties further agree that all secondary packaging
material including but not limited to monocartons, tamper proof seal, inner packaging
of the mono carton, any inserts the Buyer would require added and 7 ply aster carton
and other labelling materials (”Secondary Packaging Materials”) shall be supplied
to the Supplier.
7.3. The Supplier shall be required to ensure all bottles received and to be utilised for
packaging of the Products shall be carefully scrutinised and checked to ensure quality
of the bottles before any packaging is undertaken by the Supplier.
7.4. The Supplier shall package the Products as per the specifications provided by the
Buyer under Exhibit B (”Packaging Specifications”).
7.5. The Supplier agrees and acknowledges that the Supplier shall be required to
provide Secondary Packaging Materials including but not limited to and shall package
the Product to be supplied to the Buyer in terms of the Packaging Specifications
provided by the Buyer to the Supplier as under Exhibit B.
7.6. Article 9 of this Agreement does not include payment due to the Supplier in
relation to the packaging of the Products and the cost of packaging payable to the
Supplier by the Buyer is as detailed under Exhibit A.

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7.7. The Supplier shall ensure that the Products, once manfactured and packaged,
are required to store the finished Products before dispatch in clean and Product safe
environment such that the quality of the Products is maintained and the
Product/product packaging is not damaged. In the event the Product or Product
packaging is damaged owing to the neligence, act or omission of the Supplier, the
Supplier shall be required to _________

8. Delivery Terms
8.1. The Parties agree and acknowledge that the Supplier shall dispatch the Products
as per the quantities described in the Purchase Order.
8.2. The Parties agree and acknowledge that the Supplier shall be required to adhere
to the timelines prescribed by the Buyer under the Purchase Order post receipt of the
bottles for packaging of the Products from the Buyer.
8.3. The Supplier shall be required to dispatch/deliver the Products in the manner
prescribed under the Purchase Order by the Buyer.
8.4. The Parties agree that the Buyer shall inspect the Products received from the
Supplier and may, at its sole discretion reject any defective, damaged or spolit
Products so supplied to the Buyer within 30 (thirty) days from receipt of the Products
by the Buyer.
8.5. In the event the Supplier is in breach of the the timelines prescribed by the
Buyer under the Purchase Order, the Supplier shall be liable to indemnify the Buyer in
the manner required by the Buyer.
8.6. The Supplier agrees to provide to the Buyer any and all assisstance in relation to
documentation and export of the finished Products internationally, to United Kingdom,
Canada and the United States of America.

9. Payment Terms and Price & Other Costs

9.1. The Buyer shall make payments to the Buyer subject to the complete
satisfactory and timely manufacture, production and supply of the Products to the
Buyer in accordance with the terms of this Agreement, the instructions specified under
the Exhibits of this Agreement and the Purchase Orders issued to the Supplier from
time to time.

9.2. The Buyer shall be liable to pay an advance of 50% of the total amount payable
to the Supplier towards manufacture and production of the Product, excluding the
Packaging Cost hereunder. The amount payable shall be calculated basis the quantity
of order placed and therefore decided by the Purchase Order issued by the Buyer,
from time to time. The remaining 50% shall be payble within a 30 (thirty) day credit
period after successful dispatch of the relevant Purchase Order by the Supplier.

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 9.3. Product/formulation development fee, payable by the Buyer to the Supplier is
INR 5500 + GST per formulation (“Formulation Fee”). The Formulation Fee is also
paid by the Buyer to the Supplier towards expenditure incurred for having the
formulation approved and registered with the Department of AyushMinistry of AYUSH.
The 50% of such Formulation Fee shall be paid for by the Bbuyer, in advance, to the
Supplier. This includes cost of application, travel expenditure of our employee and
other miscellaneous expenditure incurred in order to get the formulations approved.
The remaining 50% shall be payble within a 30 (thirty) day credit period after
successful dispatch of the relevant Purchase Order by the Supplier.

9.4. Supplier shall charge Buyer, and Buyer shall pay for Product, as specified in the
Specifications. Such prices shall be fixed during the Term except that in the event the
Supplier may pass through and otherwise charge Buyer for any cost increases for Raw
Materials, labour or as a result of changes in the Specifications or applicable laws,
rules and regulations. In the event of change in pricing the Supplier is liable to
intimate the Buyer in writing, prior to procurement, manufacture or production with
such increased costs. The Supplier may continue manufacture and production with
increased costs after receiving written approval from the Buyer.

9.5. In the case where any material is procured & supplied by the Bbuyer, any
rejection that may incur on account of quality, would be on Buyer’s account.

9.6. The Parties agree and acknowledge that the aforementioned prices are exclsuive
of the cost of monocartons, tamper proof seal, inner packaging of the mono carton,
any inserts the Buyer would require added and 7 ply aster carton.

10. Intellectual Property Rights

10.1. The Supplier hereby acknowledges, recognizes and accepts that Buyer is the ab-
solute owner /authorized registered user of all right, title and interest in and to the In-
tellectual Property of the Product and as such all Intellectual Property rights shall, at
all times, vest with the Buyer exclusively and the Buyer may use such Intellectual
Property at its sole discretion in future or require the Supplier to put any Intellectual
Property on the Products manufactured for the Buyer.

10.2. The Buyer hereby authorizes the Supplier to use its trademarks, copyright,
design and/ or artistic work on Products and wrappers and on the cardboard boxes for
the Products being manufactured for the Buyer alone and none else in accordance with
the terms of this Agreement. Buyer hereby grants to Supplier a license for the Term to
use itsthe Iintellectual Pproperty rights described in Article 7 (a) hereof required for
Supplier to fulfill the terms of this Agreement.

10.3. The Supplier shall use the Intellectual Property of the Buyer in accordance with
the terms of this Agreement and shall not alter or add any other word or design ele-
ment, delete any word or design element, or incorporate the trademarks within or as
part of any other symbol or mark.

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 10.4. The Supplier may not assign, transfer, sublicense, or otherwise allow any other
person or business to use any of the Intellectual Property and may not hold itself out
as an agent of Buyer through the use of the Intellectual Property.

10.5. The Supplier agrees not to sell or otherwise deal in, directly or indirectly in the
Products bearing Buyer’s Intellectual Property or those similar to that of Buyer save
and except for the explicit purpose of the Supplier’s obligations under this Agreement.

10.6. It is clearly understood that this Agreement does not give or transfer to the
Supplier any right, title or interest whatsoever to or in the Intellectual Property of and
by the Buyer or to which the Buyer or any of its associates is entitled to. The Supplier
shall not do any act which shall or may impair the right, title or interest of the Buyer in
the Buyer’s Intellectual Property or create any right title or interest therein or thereto
adverse to the Buyer.

11. Representation and Warranty.

11.1. Each Party represents to the other Party hereto that:

11.1.1. it is duly incorporated or organized with limited liability and existing under the
laws of the jurisdiction of its incorporation;

11.1.2. that it is in compliance with all Applicable Laws and will continue to remain so;

11.1.3. that it has the authority and capability to enter into this Agreement and
perform its respective obligations in accordance with Applicable Laws as and
entering into and executing this Agreement will not cause it to violate the
terms of any pre-existing obligations or agreements.

11.2. Buyer represents and warrants that it owns or controls all the intellectual
property rights in relation to Products of the company Inde Wild Private Limited and
the right to license the rights necessary to manufacture, test, label, package, store
and supply the Product in accordance with the terms of this Agreement and that, to
the best of its knowledge, the Supplier’s fulfillment of the terms of this Agreement will
not infringe the intellectual property rights of any third party.

11.3. Supplier represents and warrants that all Products tendered under this
Agreement shall:
11.3.1. Conform to the Specifications as provided by the Buyer; and
11.3.2. be free and clear of any liens or encumbrances;

11.4. Supplier further represents and warrants that it has obtained all permits,
licenses, certifications, and approvals necessary to supply the Products in accordance
with Applicable Law.

12. Indemnification: Buyer

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12.1. Supplier shall indemnify and hold SupplierBuyer harmless from and against any
and all losses, damages, liabilities, costs and expenses (including, without limitation,
reasonable attorneys’ fees) arising from: i) a claim brought by any third party against
Buyer Supplier for any loss, damage, cost, expense or liability arising from defects,
issues in the Product manufactured by the Supplier; (ii) any breach of the terms of
this agreement,; (iii) a claim brought by any third party against Buyer for any loss,
damage, cost, expenses or liability arising from issues, defects in the Product in
relation to packaging of the Product, development of the Product;

12.2. Buyer shall indemnify and hold Supplier harmless from and against any and all
losses, damages, liabilities, costs and expenses (including, without limitation,
reasonable attorney’s fees, arising from i) ) a claim brought by any third party
pertaining to manufacturing, testing, labeling, packing, storing or supply of the
Product infringes any patent, utility model, design, copyright, trademark or other
intellectual property right of such third party, if such infringement or defect arises
from compliance by Supplier with the Buyer’s instructions, including the Specifications.

13. Insurance: During the Term and for a period of Two (02) years after delivery of the
last Product to Buyer hereunder, Supplier either Party shall maintain an adequate
insurance program which is sufficient to adequately protect against the risks
associated with its ongoing business, including the risks which might possibly arise in
connection with the transactions contemplated by this Agreement.

14. Confidentiality
14.1. Mutual Non-Disclosure Agreement. In addition to the points agreed to in this
agreement, both the parties shall sign a separate detailed and binding document, that
will be a Mutual Non-Disclosure Agreement (MNDA), printed using a government
issued stamp paper and notarized by Public Notary.
14.2. Obligations of Non-Disclosure and Non-Use . Unless otherwise agreed to in
advance, in writing, by the disclosing Party or except as expressly permitted by this
Agreement, the receiving Party will not, except as required by law or court order, use
Confidential Information of the disclosing Party or disclose it to any third party during
and after the termination of this agreement.
14.3. The receiving Party may disclose Confidential Information of the disclosing Party
only to those of its employees or contractors who need to know such information. In
addition, prior to any disclosure of such Confidential Information to any such
employee or contractor, such employee or contractor shall be made aware of the
confidential nature of the Confidential Information and shall execute, or shall already
be bound by, a non-disclosure agreement containing terms and conditions consistent
with the terms and conditions of this Agreement and the MNDA. In any event, the

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 receiving Party shall be responsible for any breach of the terms and conditions of this
Agreement by any of its employees or contractors.
14.4. The receiving Party shall use the same degree of care to avoid disclosure of the
disclosing Party’s Confidential Information as the receiving Party employs with respect
to its own Confidential Information of like importance, but not less than a reasonable
degree of care.
14.5. Return of Confidential Information . Upon the termination or expiration of this
Agreement for any reason, or upon the disclosing Party’s earlier request, the receiving
Party will deliver to the disclosing Party all of the disclosing Party’s property or
Confidential Information in tangible form that the receiving Party may have in its
possession or control. The receiving Party may retain one copy of the Confidential
Information in its legal files.

15. Term and Termination

15.1. Term. This Agreement shall commence on the Effective Date and shall continue
until terminated under Clause Article 153 hereof.
15.2. Termination. This Agreement may be terminated by either Party (i) at any time
for any reason by giving Ninety (90) calendar days written notice of such termination to
the other Party, and (ii) in the event of a material breach by the other Party by giving
Fifteen (15) calendar days written notice of such termination to the other Party.
“Material breach” shall include: (i) any violation of the terms of Articles 3, 5, 6, 7, 8, 10,
11, 17 7 (a), 8, 10 and 14, (ii) any other breach that a Party has failed to cure within
Thirty (30) calendar days after receipt of written notice by the other Party, (iii) an act of
gross negligence or willful misconduct of a Party, or (iv) the insolvency, liquidation or
bankruptcy of a Party.
15.3. Effect of Termination. Upon the effective date of termination of this Agreement,
all legal obligations, rights and duties arising out of this Agreement shall terminate
except for such legal obligations, rights and duties as shall have accrued prior to the
effective date of termination and except as otherwise expressly provided in this
Agreement.

16. Independent Contractors: It is understood that both Parties hereto are independent
contractors and engage in the operation of their own respective businesses. Neither
Party hereto is to be considered the agent of the other Party for any purpose
whatsoever and neither Party has any authority to enter into any contract or assume
any obligation for the other Party or to make any warranty or representation on behalf
of the other Party. Each Party shall be fully responsible for its own employees, servants
and agents, and the employees, servants and agents of one Party shall not be deemed
to be employees, servants and agents of the other Party for any purpose whatsoever.

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17. Non-Publicity: Each of Buyer and Supplier agree not to disclose the existence or
contents of this Agreement to any third party without the prior written consent of the
other Party except: (i) to its advisors, attorneys or auditors who have a need to know
such information, (ii) as required by law or court order, (iii) as required in connection
with the reorganization of a Party, or its merger into any other corporation, or the sale
by a Party of all or substantially all of its properties or assets, or (iv) as may be
required in connection with the enforcement of this Agreement.

18. Severability: Should any part of this Agreement be declared illegal, void or
unenforceable, the Parties will co-operate in all ways open to them to obtain
substantially the same result or as much thereof as may be possible, including taking
appropriate steps to amend, modify or alter this Agreement which shall be without
prejudice to the other terms, conditions and obligation of the Parties under other parts
of this Agreement. If any term or provision of this Agreement shall be hereafter
declared by a final adjudication of any tribunal or court of competent jurisdiction to be
illegal, such adjudication shall not alter the validity or enforceability of any other terms
or provision unless the terms and provisions declared illegal shall be one expressly
defined as a condition precedent or as of the essence of this Agreement, or comprising
an integral part of, or inseparable from the remainder of this Agreement.

19. Assignment: Neither Party may without written approval of the other assign this
Agreement or transfer its interest or any part thereof under this Agreement to any third
party except that a Party may assign its rights or obligations to a third party in
connection with the merger, reorganization or acquisition of stock or assets affecting all
or substantially all of the properties or assets of the assigning Party.

20. Counterparts: This Agreement may be signed in counterparts, which may be delivered
by facsimile or electronic mail transmission. Each counterpart when so executed and
delivered shall be deemed an original and all such counterparts taken together shall
constitute one and the same instrument. At the request of a party, each other party
shall confirm a facsimile or electronic mail transmitted signature page by delivering an
original signature page to the requesting party.

21. Injunctive Relief: Each of Buyer and Supplier acknowledge that a violation of Article
10 would cause immediate and irreparable harm for which monetary damages would be
inadequate. Therefore, the harmed Party will be entitled to injunctive relief for the other
Party’s breach of any of its obligations under the said Article without proof of actual
damages and without the posting of bond or other security. Such remedy shall not be
deemed to be the exclusive remedy for such violation, but shall be in addition to all
other remedies available at law or in equity.

22. Governing Law and Dispute Resolution

22.1. This Agreement shall be governed by and construed in accordance with the laws
of India, without giving effect to any choice of law or conflict of law provisions.

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 22.2. The Parties shall attempt in good faith to resolve any dispute, difference or claim
arising out of or in relation to this Agreement through mutual discussion among
themselves. In case it is not resolved within ten (10) days, or such longer period as
may be mutually agreed by the Parties, from receipt of the written notice (setting out
the dispute or claim) by the other party, the complaining party may issue a notice of
reference, invoking settlement of such dispute through Arbitration.

22.3. Any dispute, controversy or claim arising out of or relating to this Agreement, or
any breach or alleged breach thereof, shall be finally settled by Arbitration in
accordance with the provisions of the Arbitration and Conciliation Act, 1996, as may be
amended from time to time. Arbitration proceedings shall be conducted by a sole
arbitrator who shall be appointed jointly by the Supplier and the Buyer, whose decision
shall be final and binding on the Parties. The Arbitration shall be conducted under the
aegis of Delhi International Arbitration Centre, New Delhi. The Arbitration shall be
conducted in English language. Costs of arbitration shall be shared equally by the
Parties.

22.4. The Parties consent to the exclusive jurisdiction and venue in the courts of New
Delhi.

23. Force Majeure:

23.1. No party shall be liable to the other Party if, and to the extent, that the
performance or delay in performance of any of its obligations under this Agreement is
prevented, restricted, delayed or interfered with due to Force Majeure event (as
defined above).

23.2. In the event either Party is prevented from performing or is unable to perform
any of its obligations under this Agreement due to the occurrence of a Force Majeure
event (“FM Impacted Party”), such Party shall give prompt written notice, within 5
(five) days of occurrence of any such Force Majeure event, to the other Party,
providing full particulars of the cause or event and the date of first occurrence thereof,
and also keep the other party informed of any further developments.

23.3. The FM Impacted Party shall use its best efforts to remove the cause of non-
performance and the Parties shall resume performance hereunder when such cause is
removed.

23.4. A condition of Force Majeure shall not relieve any Party of any obligation due
under this agreement prior to the event of Force Majeure.

23.5. If the performance by the FM Impacted Party or substantially all of its

obligations under this agreement are materially prevented, hindered or delayed by
reason of a Force Majeure event for a period of more than 30 (thirty) consecutive
days, the other Party may, at its sole discretion, terminate this Agreement with
immediate effect by notice to the affected Party on or at any time after the expiry of
such 30 (thirty) days period.

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24. General: This Agreement constitutes the entire agreement of the Parties on the
subject hereof and supersedes all prior understandings and instruments on such
subject, except MNDA. In the event of any discrepancy between the provisions of the
Contract Manufacturing and Supply Agreement and the provisions of Exhibit A or
Exhibit B, the terms and conditions of the Manufacturing and Supply Agreement shall
prevail. This Agreement may not be modified other than by a written instrument
executed by duly authorized representatives of the Parties.

25. Survival of Provisions: The following provisions shall survive the termination of this
Agreement: Articles 10, 11, 12, 13, 14, 15(3), 17, 25 Articles 5 final sentence, 8, 9,
10, 11 (c),13 and 18 of this Agreement, Articles 3.5, 6, 7 and 8 of the General Terms
and Conditions of Sale, and all other provisions of this Agreement that by their nature
extend beyond termination.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed
this Agreement by their authorized representatives as of the date first written above.

Signed & Stamped for and on behalf of Signed & Stamped for and on behalf of
TERRAI NATURAL PRODUCTS PVT. LTD. Inde Wild Pvt. Ltd.

Name: DHRUV KUMAR Name:

Title: Managing Director Title:
Date:_________ Date: ___________

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 EXHIBIT A

(ON COMPANY LETTERHEAD)

[DATE]

[CLIENT DETAILS]

Re.: Rate Contract.

Dear _______,

This has reference to our discussion and product sampling done. Please find
enclosed our rate contract for the products selected for production –

S.No. Product Rate/kg Remarks

1.

Terms & Conditions

1. GST extra @ 18%

2. Freight extra
3. Product packaging - extra as per landed cost
4. MOQ - 100kg per batch, unless otherwise revised due to specified (ref.
Point 10)
5. Packaging & Labeling charges extra @ INR 3.00/pc.
6. Packaging type, negotiated price & vendors to be notified by you
7. Shipper Carton cost – extra @ actual
8. Product quality – as per approved samples

9. Payment – 50% advance & balance before dispatch. Any advance payment
required to be paid to your selected vendors would not be included in the
50% advance The Buyer shall be liable to pay an advance of 50% of the total
amount payable to the Supplier towards manufacture and production of the
Product, excluding the Packaging Cost hereunder. The amount payable shall
be calculated basis the quantity of order placed and therefore decided by the
Purchase Order issued by the Buyer, from time to time. The remaining 50%
shall be payble within a 30 (thirty) day credit period after successful dispatch
of the relevant Purchase Order by the Supplier.

10. Any raw material that is specially procured for you can impact the MOQ
as the RM will need to be consumed completely or 100% paid for

Hope the above is as per your requirement. We request you to kindly confirm
the PO and issue us the advance payment.

Best Wishes
DHRUV KUMAR

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