Clean Copy

Distributor Agreement -BIOTIQUE

The General Terms and Conditions are applicable to all products manufactured and / or marketed and/or distributed and/or supplied by
BIO VEDA ACTION RESEARCH COMPANY, registered under the Partnership Act, 1932 and having its registered office at D-105,
Hosiery Complex, Phase-II, Noida, Gautam Budh Nagar, (U.P.) and with branches among other places at (hereinafter referred to as
'the 'Company'), which term will include but not limited to products manufactured by business entities with whom the Company has
sales, distribution, marketing, joint venture agreement/ alliances or any other business arrangements which are obligatory to the
Company) & its Distributor, M/S……………………, having its principal place of business at ………………………………(address),
represented herein by…………………….as authorized signatory, (hereinafter referred to as 'the DB') on and
from………………………. (date). The terms would also be applicable to any future corporate or brand acquisitions/alliances
agreements that the Company may make from time to time, either locally or through its partners.

Unless varied, modified, altered or deleted, the following terms and conditions form the basis and govern the trade relations between
the Company and the DB.

A. GRANT & RESERVATION

The Company hereby appoints the DB as Exclusive for Bangladesh only with full rights to DB for selling and distribution of
Company's products in such manner as they deem fit, provided it does not dilute the trade or brand equity and/or reputation of the
Company. The appointment of DB is on the basis of reputation and statements made in the application submitted by the DB. The
company shall be at liberty to appoint additional/new DB(s), on violation of below terms:

 When appointed distributor fails to do Primary of Minimum 5 Lacs INR per Month.

 Appointed Distributor sells stock in India.

 Where appointed distributor fails to fulfill minimum Annual Target as set put in the Schedule “B”

EXCLUSIVITY
The Company’s appointment of distributor under this agreement is an exclusive appointment to distribute the products in the territory.
The Company shall not independently advertise, solicit and make sales of its products, support its products or appoint additional
distributors for its products in the territory.
SALES TARGETS

The DB shall use reasonable commercial efforts to purchase and sell during each calendar year at least the dollar value of the
Company Products listed in this Schedule “B” below (the “Annual Target”). If Distributor does not purchase and sell the Annual
Target during a given calendar year, the Company may terminate this Agreement effective immediately upon notice to Distributor (but
the Company may not require Distributor to purchase or sell any additional Company’s Products in order to meet the Annual Target
Amount).

TERM
The initial term of this Agreement shall come into effect on the Effective Date and, unless terminated earlier in accordance with the
terms of this Agreement, shall continue in full force and effect for a period of -----------------years (the “Initial Term”).

Provide the DB shall have complied with all the terms and conditions hereof, and achieved the Minimum Annual Performance
Requirements, this Agreement shall be automatically renewed at the end of the Initial Term or any Renewal Term, as the case may be,
on the same terms and conditions as set forth herein, save and except the Minimum Annual Performance Requirements which shall be
increased in accordance with the terms hereof, for successive periods of----------year(s) (in each case a “Renewal Term”), unless either
party shall have provided written notice to the other party that it does not intend to renew this Agreement at least [ninety (90)] days
prior to the expiration of the Initial Term, or any Renewal Term, as the case may be.

B. NATURE OF RELATIONSHIP

The relations between the Company and the DB is on 'Principal to Principal' basis and neither party will hold out to any party outside
as an agent of the other.

C. PRODUCT WARRANTIES

a. Limited Manufacturing Warranty:

The Company warrants for a period of [Days the Company warrants] days following delivery of the Products (the “Warranty Period")
that the Products shall be free from defects in materials and workmanship. The Company's sole obligation under this warranty shall be
to provide, at no charge to Distributor, replacement Products. Defective Products must be returned to the Company (at Distributor's
cost) in order to receive warranty replacement (unless The Company determines such return is not necessary) and shall become
company's property. For a warranty claim to be made, Distributor must follow the procedures established by The Company from time
to time.

b. Disclaimer.

Except as provided in this section, the company makes no other warranty, promise or obligation with respect to the company’s
products, their use, repair or performance. The company disclaims any warranty, promise or obligation that the company’s products
shall be fit for any particular use or purpose, regardless of whether such use or purpose is made known to the company or not. The
company disclaims any warranty, promise or obligation that the company’s products conform to any samples or models. The company
hereby disclaims all other warranties, promises and obligations, express, implied or statutory, including any warranties, promises and
obligations arising from a course of dealing or usage of trade. The warranties set forth in this section are intended solely for the benefit
of distributor. All claims under this agreement shall be made by distributor and may not be made by distributor's customers.

D. ROLE & OBLIGATIONS OF Company-DB ENABLEMENT

At the request of DB, the Company shall endeavour to enable the DB to promote, Sell or distribute all Company's Products in the
market;

a) To make available the product portfolio, either physically or electronically, along with Stock Keeping Units (SKU's) as well as their
prices and keep on updating this information from time to time;

b) To make available the product literature and provide basic training about the Company, its products and processes to enable the DB
to sell, promote and distribute Company's products effectively in the market;
c) To provide product training to DB's employees whenever request is made to enable them to get themselves acquainted about the
products, its performance, its characteristics etc.,

d) In order to economise on total cost of supply chain and have efficient distribution of Company's products in a fair and equitable
manner, the Company may make necessary arrangements to provide the necessary information to DB, through available means subject
to adherence to the conditions laid down by the Company, so that continuous flow of information about the availability of stocks in
the market, their freshness, their replenishment system is maintained. The DB shall comply with all reasonable request in this regard
so that the Company's desire to reach to the market with speed and make fresh products available to the consumer at large is achieved.

E. ROLE & OBLIGATIONS OF DB

DB shall undertake 1) for stocking of all Stock keeping Units (SKUs) and variants of the products, 2) promoting Company's Products,
3) advising Company on the trends prevalent in the local market including the market requirements and sensitiveness, 4) ensuring
Company's products are visible in the market, 5) communication and prominent display of all consumer Sales promotions, 6)
attending and reporting of all consumer complaints, 7) ensuring quality of products are not tampered while products are in storage or
in transit, 8) ensuring that products are sold by 'First Manufactured First out(FMFO) method for the purpose of selling fresh stocks to
end consumers, 9) shall not charge in excess of maximum resale price suggested by the Company, but he may at DB's discretion
charge prices lower than the suggested maximum resale prices, 10)Responsible for sales target achievements / perfect stores / Field
capability Scores as communicated by the company, 11) fully complying with the stock policy and Terms of trade of the Company
from time to time including not limited to damaged products return from the trade, 12) All billing for sales and promotional schemes /
discounts to wholesalers and retailers should be in the form of billing suggested and approved by the

Company; 13) complying with the requests of process of credit assessment as and when requested by the Company; 14) hold sufficient
stocks of the Products as may be mutually agreed to ensure that there is no shortage of any of the Products for sale and distribution.;
15) accept and pay promptly for the Products supplied against orders booked and executed by us.; 16) provide sufficient number of
personnel to sell and distribute the Products so as to ensure wide coverage of the market and equitable distribution of the Products to
all your customers.; 17) strictly utilize the market hygiene allowance as compensation for expired/damaged stocks in the trade and
submit requisite documentary evidence when called for in support thereof.; 18) extend such support and assistance as may be required
from time to time in case for any reason we decide to recall any of the Products from the trade.; 19) submit to us each month, on the
and inventory position of the Products.; 20) provide whenever required by us or our representatives full and complete inspection and
examination of all the Products dispatched to you from time to time and the relevant records.; 21) support us in implementing any
system or process changes that may be proposed by us from time to time in order to improve the operational efficiency and such
system/process changes may include implementation of Distributors Management System, Vendor Managed inventory system, etc or
such other systems that we may indentify in future; 22) inform us promptly prior to effecting any change in the constitution,
composition or control of DB’s Firm for any reason whatsoever.

F. STANDARD COMMERCIAL TERMS

1) The DB shall from time to time place purchase orders with the Company, in the format prescribed by the Company. The order shall
be placed in electronic form by the DB. The Company reserves the right to accept the order in whole or in part on receipt such
purchase orders;

2) Each lot of products dispatched against an order shall be invoiced at the Company's prices to DB and terms ruling on the date of
dispatch which-when so invoiced shall be binding on the DB and the Company shall be entitled to vary the price of the products at any
time up to the date of dispatch;

3) The sale of Products by the Company under each invoice shall be treated as a separate contract of sale and shall be on payment by
demand draft/cheque/electronic transfer against supplies made. The mode of payment may be changed from time to time, based on
commercial circumstances, prevailing during the course of operation of this agreement. For the sake of administrative convenience
and as a matter of facility and if permitted by the Company, the DB shall keep with the Company / Company's Bank(s), duly signed
crossed 'Account Payee only' cheque drawn in the name of the Company, with the direction to the Company to fill up the amount of
the bill/invoice of the Products dispatched to DB;

4) For the sake of administrative convenience and as a matter of facility the DB may, if permitted by the Company, avail of e-banking
facility, with the direction to the Company to directly debit the bank account of the DB with the amount of the bill/invoice of the
Products dispatched, subject to DB adhering such conditions and observing such provisions as may be prescribed for availing of such
facilities. However, any interest on account of DB making payment through other means shall be to their account.

5) The sale transaction(s) shall be completed upon the Products leaving the Carrying and Forwarding Agent (C&FA) and / or factory
and I or establishment from which the Products are being sold, and for ensuring more efficient transportation of Products, the
Company shall, at the option and upon request of the DB for economies on freight, arrange transportation for delivery of the Products
to the premises of the DB. In such event, it is agreed that the property in the Products shall be deemed to have passed on to the DB
upon delivery of the Products by the Company to the transporter, and this date shall be the date of delivery of the products being sold
at ex-depot;

6) To ensure efficient administration of settlement of claims which includes in the form of manual and I or electronic mode, the DB
shall raise all claims and debit notes pertaining to its business periodically at such intervals and before such dates as may be prescribed
by the Company In the standard formats of the Company, attaching therewith the necessary supporting documents and approvals that
may be required for verification of such claims; For the purpose of final settlement of any claims, the DB shall submit a certificate
called the "Nil Claim Certificate" every month covering all types of claims and what claims remain to be settled till the date of the
certificate. The DB agrees that irrespective of the submission of Nil Claim Certificate, no claims shall be made on the Company after a
lapse of two months from the date of arising such claims, and that any such claims, if made, shall be deemed to have been settled ab
initio;

7) The DB shall not be entitled to make any claim in the nature of damage or goods lost in transit or expiry of shelf life unless notice
in writing of the DB to make such claim shall have been given to the Company within 48 hours after delivery of the goods. In default
of such notice, the goods sold hereunder shall be deemed in all respects to be in accordance with this agreement.

8) If DB authorize sale of the Products on credit basis, such credit deliveries will be on his own exclusive account and responsibility,
and the company or any of our employees shall not be responsible for such sale on credit.

9) The DB shall pay the merchandising charges relating as agreed with the company for merchandising the products of the company,
displaying the point of sales material, danglers, hangers at the requisite locations including but not limited to decorations of the
shelves of shops of the retailers, wholesalers and self-service stores so as to ensure maximum consumer reach both in terms of width
and depth in the trade community.

10) Monthly Operating Cycle (MOC) Closing & Claims Preparation

 DB should do an accounts closing once a month preferably on the last day of the Month cycle as per BIO Sales Calendar
Month.
  .In case closing is done before BIO Sales Calendar Month, DB shall ensure that the schemes are not operated after the closure
of the Month cycle.

 DB should take a print of the Claims Top Sheet and sign it off along with the Nil Claim Certificate "NCC". The DB should
ensure that the hard copy of the Claims Top Sheet is signed and stamped by the DB and the Area Sales Manager (ASM) DB
shall ensure that the mandatory Nil claim certificate includes all claims raised on the Company including damages, 3P claim.
DB shall submit Nil claim certificate in physical form till such time that it is not cleared from the Company.

 DB shall, upon receipt of information of rejection of a claim by Company, ensure that the queries raised by Company
Accountants are responded with complete details. In case of instruction received for preparing a negative claim the DB should
make it and submit to the Company commercial after which the claim shall be processed.

 DB shall ensure that all claims are run in the Month cycle of operation and all other claims are raised in the next month cycle
in which the scheme is run.

 DB shall ensure that all claims are submitted through the normal route.

 For all claims generated, DB should store supporting for a minimum period of 1 year viz receipts, photographs for displays etc.

 DB should ensure that the HO stock date always tallies with the physical stock and that HO stock data is final.

The company also reserves to itself the right to make direct sale to any party, anywhere except in Bangladesh, and DB shall not be
entitled to any over-riding claim any other from whatsoever.

11. UNPAID CHEQUE OR FAILURE OF PAYMENT IN E-BANKING TRANSACTION

Each sale to the DB shall be treated as a cash sale and in case the said cheque is not realised within its reasonable period or returned
unpaid or the payment by way of e-banking as the case may be is dishonored then the DB shall replace the said cheque by demand
draft payment and / or repay the dishonored amount immediately to the company with bouncing charges of Rs250 each bouncing
without waiting for any notice from the Company to the DB failing which the Company may initiate legal action and/or may take
action in accordance with section “K” under this agreement.
G. COMPLIANCE OF LAWS & POLICIES

1. Each party hereto agrees that it shall comply with all applicable local laws, ordinances and codes in performing its obligations
hereunder, including the procurement of licenses, permits, certificates and any other requirements with c regard to its employees,
taxes, licenses or any services to be provided hereunder. Further, each party shall establish and maintain all proper records
(particularly, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from
time to time;

2. Each Party shall be responsible for the payment of all Taxes now or hereafter levied or imposed by any Government Authority as a
result of or in connection with this arrangement. DB shall be responsible for filing all necessary Tax returns with the relevant
Government Authorities in accordance with all applicable statutory requirements and shall be responsible for providing all information
requested by such Government Authorities;

3. DB shall fully comply with the damaged stock policy as and when communicated by the Company and the Company shall not
entertain or be liable on account of any deviation or non-compliance of the damaged stock policy.

4. It is expressly agreed and understood between the parties that all the staff and personnel employed by the DB are and at all times be
and remain the employees of the DB. Such persons engaged by the DB in connection with the performance of the obligations under
this Agreement, shall at no time become nor may be deemed to have become the Company's employees, agents, representatives or
servants.

4. CODE OF BUSINESS PRINCIPLES

The Company has evolved a "Code of Business Principles" on the practices to be followed by all the group, associate, and subsidiary
companies and affiliates of the Company, in carrying out its business as well as by all its affiliates, associates and all parties with
whom the company deals. The DB has been furnished with a copy of Code of Business Principles and agrees to comply with and
follow the Code of Business Principles, which is set out in ANNEXURE -A,

5. SAFETY MEASURES
1) The DB shall be solely responsible to establish and sustain at all times all safety measures and practices in its premises and amongst
its employees, in full conformity with all laws in this regard. In addition, it shall comply with the Company's safety policy which is
applicable to all the Company's business partners. The DB has read and understood all the above-mentioned policies arising
therefrom;

2) DB will arrange to insure his stocks of the Products against all risks such as specifically theft, burglary, fire, flood, etc. in his own
interest as we are not liable for and we shall not compensate him in any way, for any loss which DB may incur in this regard.

6. INTELLECTUAL PROPERTY

a. DB agrees and undertakes that it will not cause or permit anything that may damage or endanger the Intellectual Property (Trade
Marks, Trade Name, Patents, Know How (Trade Secrets), Copyright, Designs, labels, logos, etc., of the Company and / or its products
or the Company's title to it or assist or allow others to do so;

b. DB shall not deal in or keep counterfeit Products, infringing Products, look alikes and/or Products originating through illegal
imports infringing the property marks of the Company;

c. The DB shall promptly and fully notify the Company of any actual, threatened or suspected infringement of, or any actions, claims,
demands or proceedings in relation to, any of the Intellectual Property Rights relating to the Products which may come to its attention
and shall render to the Company, at the Company's expense, all assistance, which the Company may reasonably require in connection
therewith, including taking or resisting any proceedings

d. We shall be at liberty to sell the products under any name, mark, trade mark, get up or device as we may, from time to time, in our
sole discretion determine, and DB shall be obliged to sell the Products under such name, mark, trade mark, get up or device only.

e. DB shall not have, nor acquire, any right, title or interest of any nature or kind whatsoever, into, over, upon or in respect of the
whole or any part of any label, ticket, mark, trade mark, trade name or get up used on or applied to the Products by us.

7. WAREHOUSE POLICY
DB shall comply with all storage guidelines, stacking of products including, but not limited to appropriate choice of storage medium
for stacking of different types of products for ensuring enough aisle space to allow free and easy access to products. DB shall comply
with the adequate policies for proper warehousing arrangements including safety health and hygiene guidelines as informed by the
Company from time to time.

8. IT POLICY

The parties agree that all the information stored and generated by the DB is of highly confidential nature and in the absence of written
authorisation from the Company, the said information/data shall be held in the strictest of confidence and shall not be delivered or
disclosed to a third party more particularly the Company's competitors. The parties further agree that such information/data as stored
and generated or received by the DB in the operation of the company's distributorship shall be used only for the purposes of the
Company and its business and any other commercial use of such information/data shall not be allowed.

H. CONFIDENTIALITY

DB shall not at any time, whether during the Term of this Agreement or thereafter, divulge or make known to any person, any
information concerning the business or affairs of Company, of the specifications, standards, procedures, accounts, processes, software
& Hardware packages or any other particulars relating to the business and any customer related information, including names,
addresses and phone numbers, internal information relating to current, future and proposed products and services of trade,
merchandising and marketing plans, and such other information which by its very nature or the circumstances of its disclosure is /
appears to be confidential or proprietary. DB may divulge or make known such confidential information to its employees on a need to
know basis for performance of obligations hereunder. DB shall ensure that employees and / or its contract personnel to whom such
confidential information is disclosed also maintain strict confidentiality of such information. The confidentiality obligations under this
Agreement shall remain valid during the term of this Agreement and shall continue to be in force for a period of 5 years thereafter. DB
shall return all confidential information, copies thereof and any notes, memoranda or other material derived therefrom, to Company at
any time upon demand by the Company and immediately on termination.

I. TERMINATION

This agreement may be terminated:

A. By either Party, without assigning any reason, after giving 3 month written notice to the other party. No compensation whatsoever
shall be payable by company for such termination:

B. Automatically and with immediate effect without any notice,

(i) In case of the DB being a sole proprietary concern, on the death of the sole proprietor;

(ii) In case of the DB being a partnership Company, a change in the constitution of the Company by death, dissolution, taking in a new
partner, or dispute among the partners inter se;

(iii) In the event of an abandonment of the present Agreement by the DB, which would be reflected by a failure to place orders for a
period of two months;

(iv) In case of the DB being a company, any change in the constitution of the company, its Memorandum of Association, or its
Articles of Association;

(v) In the case of any change in the structure or management or substantial control of the DB's business;

(vi) In the event of DB becoming or being adjudged insolvent, or entering into a composition with its creditors, or being a company
going into liquidation either voluntary or compulsory, or in the event of the financial position of the DB at any time during the
currency of this Agreement being considered by the Company(whose opinion shall be final) to be unsound, or in the event of the DB
business closing down or being wound up;

(vii) In the event of DB not placing any orders consecutively for two months;

(Viii) In the event of DB committing any fraud forgery or falsification of accounts during the course of business dealings with the
Company;

(xi) This Agreement may also be terminated by either party at any time in the event that the other party commits a material breach of any
provision of this Agreement and such other party fails to remedy such breach within thirty (30) days after receipt of written notice
specifying the breach from the non-defaulting party.
(x) In the event of this Agreement being found to be invalid under any existing law, or if any lawful authority orders the Company to
terminate this agreement;

(xi) In the event the DB fails to render effective, equitable and adequate services to the retailers/customers for egalitarian distribution
of products to the consumers or committing any violation in the application of statutory rules or regulations;

(xii) In the event of any representation, declaration made by the DB to the Company being found to be incorrect, or in the event of the
DB failing to make full disclosure of current financial position or status of the business or other pertinent details at the time of
appointment or failing to intimate to the Company particulars of any change in the status, constitution, management of the DB
business or in the event of change in the proposals, discharge of any bond etc.;

(xiii) in the event of any invoice remaining unpaid by DB for more than seven days after the date on which it is presented to DB by the
bankers but before termination of the contract the company MUST give a notice to the DB in writing regarding the non-payment and
makes a request to make the payment within (15) days or the company MUST take action under section “K” In such a case,
company shall be entitled to recall the consignment or consignments of the Products in respect of such invoice and to charge DB for
the freight and handling charges and expenses of such consignment from and to company's warehouse and all other costs, charges and
expenses incidental thereto including interest and to insist upon DB paying to company in advance the invoice value of any or all
subsequent consignments of the Products which company might agree to but would not be bound to deliver to DB]

J. EFFECTS OF TERMINATION AND EXPIRY

Post -Termination Obligations

Commencing upon notice by either party of expiration or termination of this Agreement and continuing through the effective date of
expiration or termination, the DB shall not deny the Company reasonable termination assistance as requested by the Company to allow
the use of Services without interruption or adverse effect and to facilitate the orderly transfer of the subject matter of this Agreement
as desired by the Company. If requested by the Company in this regard, the DB undertakes that the DB will also reasonably co-operate
with a third party and the Company in connection with the preparation and implementation of a transition plan by such third party
and/or the Company upon the termination or expiration of this Agreement. It is hereby clarified that such termination assistance shall
be provided to the Company by the DB at no additional costs. Each party shall remain responsible for its obligations with respect to
actions and events occurring prior to the effective date of termination of this Agreement. Upon the expiration or termination of this
Agreement for any reason, the DB shall return to the Company all sales aids and documents containing information relating to the
further use the information contained therein; The DB shall return to the Company all books, manuals, plans & specifications,
records, data, samples, models, programs, handbooks or drawings, documents, papers, computer software packages, industrial
property and other property of the Company in possession of the DB; DB shall forthwith to cease to use to Intellectual Property of the
Company including, but not limited to Company's logo / name and agreed that it shall not tamper with any marking or name plates or
other indication of the source of origin of the Products, which may be placed by the Company on the Products, it shall not use any
name or mark similar to or capable of being confused with the Trade Name or the Trade Mark of the Company;

K. GRIEVANCE REDRESSAL & DISPUTE RESOLUTION

Except where otherwise provided, any dispute between the DB and the Company regarding this arrangement including termination of
this Agreement, or any matter arising in connection with it, must be resolved pursuant to this clause.

Resolution Process:

(1) The DB and the Company must attempt to resolve any dispute mutually amongst themselves by personal discussion between the
parties;

(2) If a dispute is not resolved at the personal discussion level, the same may be referred by the company or DB to the Regional Sales
Manager of the Company by way of written notice setting out full details of the nature of the dispute with supporting documents;

(3) in the event if it is not resolved as stated above at the level of Regional Sales Manager, for a period of more than 15 (1) days , the
said dispute, during the subsistence of this arrangement, it shall be referred to the General Manager of the company for resolution. The
DB agrees that the decision of the General Manager of the company shall be final and both parties shall be bound by such decision:

(4) If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties
within fifteen (15) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of
arbitration and the parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. In the event that the
parties cannot agree on a sole arbitrator, the arbitrator will be appointed by the Chief Justice of the High Court or the person or
institution designated by him on application by either party to the Dispute.

L. GOVERNING LAW AND JURISDICTION

It is clearly agreed and understood by the parties that their relationship is purely civil in nature and neither party would undertake and /
or resort to any action of criminal in nature for settling their dues and / or dispute between them arising out of their relations except the
offences under the provisions of Negotiable Instruments Act. This Agreement shall be deemed to have been signed at the Head Office
of the Company at Noida for the purpose of territorial jurisdiction. It is agreed that the lowest Courts of competent jurisdiction in
Noida shall have exclusive jurisdiction to hear any proceedings relating to the subject matter thereof, and the parties shall not raise any
related proceedings in any other court.

M. WAIVER

a. It is agreed that failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any
right, power or remedy provided by law or under this agreement by the company or by the DB will not in any way preclude, or operate
as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided
by law or under this Agreement

N. FORCE MAJEURE
No failure or omission by the Company or the DB in the performance of any obligation under this Agreement shall be deemed a
breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or
cause beyond the control of the Company or the DB, as the case may be, including but not restricted to acts of God, acts or omissions
of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and
transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the
other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than
three (3) months, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the
option of immediately terminating this Agreement.
O. MISCELLANEOUS

1. Except as otherwise provided herein, this Agreement may not be amended or otherwise modified except in writing signed by both
parties.
2. This Agreement, including all schedules attached hereto, constitutes the entire agreement and understanding between the parties
with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the parties with
respect to the subject matter of this Agreement.
3. If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and
severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the
invalid or unenforceable provision had not been included.
4. Time shall be of the essence of this Agreement.

For Bio Veda Action research Company

For DB

Witness

1.

2.

Schedule “A”

Schedule “B”
 MINIMUM ANNUAL PERFORMANCE REQUIREMENTS

Year Annual Period Dollar Amount