CUSTOMER PROTECTION AGREEMENT

This CUSTOMER PROTECTION AGREEMENT (“Agreement”) is made at on this

day of 2024.

BY CLICKING “I AGREE,” YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, DO NOT CLICK “I AGREE” AND DO NOT USE OUR SERVICES.

BY AND BETWEEN

[Company Name], a company incorporated under the Companies Act 2013 and having its registered office at (hereinafter referred to as the “ ” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors-in-interest and permitted assigns) of the FIRST PART; AND

[Company Name], a company incorporated under the Companies Act 2013 and having its registered office at (hereinafter referred to as the “Franchisee” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors-in-interest and permitted assigns) of the SECOND PART.

PLEASE READ THIS AGREEMENT CAREFULLY. By clicking “I Agree,” you are agreeing to the terms set forth in this Agreement.

WHEREAS

Angiplast is inter-alia engaged in the business of

Apex is inter-alia engaged in the business of

Based on the representations made by Apex, Angiplast is interested in buying medical devices from Apex for its customer under the brand name of Okjo Medical Consumables (“Okjo”), and Apex confirms to supply the same as per the requirement of Angiplast in accordance with the terms and conditions set forth herein.

NOW THEREFORE

IN CONSIDERATION OF THE PREMISES AND THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION (THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY MUTUALLY ACKNOWLEDGED), THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

1. Definitions

In this Agreement, the following terms shall have the meanings assigned to them herein below:

“Agreement” shall mean this Agreement, including the recitals, all the attached annexures/schedules, which are incorporated herein by reference, and/or any amendments,

modifications, or supplements other mutually agreed and executed document pursuant to this Agreement.

“Applicable Laws” shall mean and include any law, statute, ordinance, rule, regulation, directive, guideline, policy or other pronouncement, including judicial decisions, having the effect of law in India, order, decree, clearance, approval, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority whether in effect as of the date of this Agreement or thereafter and in each case as amended.

“Affiliate” of any Party means any Person, which directly or indirectly, is in control of, is controlled by, or is under common control with, such Party or, in the case of a natural person, any Relative (as such term is defined in the Companies Act, 2013) of such person. For the purpose of this definition: ‘Control’ shall mean the power to direct or cause the direction of the management and policies of an entity whether through the ownership of voting capital, by contract, or otherwise, and a holding or subsidiary company of any entity shall be deemed to be an affiliate of that entity.

“Confidential Information” shall mean and includes all tangible and intangible information, documents, accounts, translations, compilations, partial copies, derivative works, business plans and processes and/or any other information of Angiplast or its Customer, whether disclosed to Apex in oral, graphic, written, electronic or machine readable form, and whether or not the information is expressly stated to be confidential or marked as such, Intellectual Property rights and other proprietary information including but not limited to all information of a commercially sensitive nature including but not limited to specifications, drawings, diagrams, tapes, discs and other computable readable media, documents, techniques, lists, reports, correspondence, executables and technical know-how, designs, customer lists and other services, technical specifications, financial information, trade secrets, formula and pricing information, source code of any software, information disclosed by Angiplast to Apex for use in or in connection with the Agreement is clearly identified as confidential and proprietary information of the Angiplast and its Customer.

“Customer” shall mean customer of Angiplast, i.e, Okjo in this Agreement.

“Force Majeure Event” shall mean shall mean an event which occurs due to any cause beyond the reasonable control of either Party including, without limitation, fire, flood, explosion, acts of God, pandemic of any kind, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government including change of law.

“Services” shall mean

2. Appointment and Scope of services

Angiplast hereby appoints Apex on a non-exclusive basis to provide and perform the Services in accordance with this Agreement and Apex hereby accepts such appointment.

This Agreement shall serve as a master contract governing the transaction between the Parties. Subject to the terms and conditions of this Agreement, Angiplast shall place orders via PO to Apex for Okjo and Apex shall render services in a timely manner adhering to all the terms and conditions agreed between the Parties.

3. Confidentiality

Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other Party shall remain the property of the discloser and shall contain any and all confidential or proprietary notices which appear on the original. With respect to the Confidential Information of the other, each Party (a) shall take reasonable steps to keep all Confidential Information strictly confidential; and (b) shall disclose Confidential Information only to employees or individuals on need to know basis for the purpose of this Agreement and shall ensure they are bound by the confidentiality obligations provided herein. If the recipient is compelled by law or legal process to disclose Confidential Information of the discloser, it shall provide the discloser with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the discloser’s expense, if the Discloser wishes to contest the disclosure.
1. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the recipient without reference to the discloser’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the recipient; (c) at the time of disclosure, was known to the recipient free of restriction; or (d) the discloser agrees in writing is free of such restrictions.
1. Other than as expressly permitted under this Agreement, on termination or expiry of this Agreement for whatever reason, each Party shall forthwith cease to use any Confidential Information of the other and shall return on demand, or at the request of the other, destroy or permanently erase all copies of that Confidential Information in possession or control and certify in writing about such destruction within 10 (Ten) days of such request by the other Party, save that either Party shall be permitted to retain one copy of such part of the Confidential Information for the purposes of and for so long as required by any Applicable Law or by judicial or administrative process.

4. Representations and Warranties

Each of the Parties represents warrants and undertakes that:

It is duly organized and validly existing under the laws of the jurisdiction in which it is established;

It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it;
Its obligations hereunder constitute legal, valid, binding, and enforceable obligations; and
The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and
The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.

5. Obligations

Apex warrants that the Services provided herein are as per industry standards and that it is in compliance with all the requirements.
In the event of defect, Apex shall fully replace or compensate for the affected Services.
Apex shall not supply any products or Services directly to the Customer referred by Angiplast.
Apex shall always maintain records and proper documentation of the transaction under this Agreement.
Apex shall always have the required license and permits to render the Services.
Apex shall exclusively provide the Services specified herein to Angiplast.

6. Term and Termination

The Agreement shall come in effect from the and shall

continue, subject to the terms of this Agreement, in full force and effect unless terminated by the either Party.

The Agreement may be terminated by either Party at any time by giving a

days prior written notice to the other Party, for convenience and without a cause.

Either Party may terminate this agreement immediately in case of material breach of any provision of this Agreement by the other Party and if such breach continues for a period of 30 (Thirty) days after written notice of intention to terminate describing the default is given by the non-breaching Party.
1. Any termination or expiry of this Agreement (however it occurs) shall not affect any rights or liabilities of either Party that may have accrued before termination or expiry of any provisions of this Agreement that are

expressly or by implication intended to come into or continue in force on or after such termination or expiry.

7. Fees

Apex shall raise invoice for the Services rendered under this Agreement as per PO.
1. The Parties acknowledge that the invoice shall be settled within 30 (Thirty) days of receipt of the invoice.
1. The Parties acknowledge that the invoice shall be raised inclusive of the taxes, and the respective party shall be liable to bear the same.
1. In case of dispute on the invoice or any part thereof, the Parties shall resolve the same amicably. Where such dispute is not resolved amicably within 15 (fifteen) days from the date of receipt of the information of the above dispute the same shall be referred to the dispute resolution mode given under this Agreement.

8. Restrictions

Apex acknowledges that any information shared in the due course of the purpose of this Agreement shall only be limited to the performance under this Agreement and Apex shall not use such information for own benefit.

Apex accepts to not create any direct or indirect relation/ business relation with the Customers referred by Angiplast.

Apex shall not compete with Angiplast or indirectly or directly engage with the competing business of Angiplast to cause any damage or loss to Angiplast.

Apex shall not solicit any employee or customer of Angiplast during and after the term of this Agreement for a period of 3 (three) years.

In the event the director od Apex, is associated as a director or at a position having decision making authority for any other company/ party, the terms and obligation to protect confidentiality and restriction on solicitation and poaching of Customers and employees of Angiplast shall also be applicable on the respective party/ company.

9. Indemnity

Apex shall indemnify, defend and hold harmless Angiplast, its officers, directors, employees, sub-contractors, agents and Affiliates, and their respective officers, directors, employees and agents (collectively, the “Indemnitees”), harmless from and against, all claims, losses, costs, actions, damages, liabilities, fines or penalties of any kind or nature whatsoever resulting from,

arising out of or relating to: i. Apex’s negligence, fraud or willful misconduct; ii. The breach of any warranty, representation or covenant made by Apex under this Agreement; iii. Any violation of Applicable Laws by Apex.

10. Injunctive Relief

The Parties agree and acknowledge that due to any breach or threatened breach of this Agreement by the other Party or any person acting under such other Party will result in

irreparable harm to the Party, and therefore, upon any such breach or threat thereof, the non-defaulting Party shall be entitled to appropriate equitable relief including the relief of injunction and/or specific performance, in addition to any other remedies available under this Agreement or equity or law.

11. Limitation of Liability

Angiplast shall not be liable under any circumstances to Apex for incidental, indirect, special or consequential damages of any kind, including punitive damages of any nature, lost profits, loss of data, loss of use of equipment or services, cost of substitution or loss of business or reputation or goodwill arising from the performance or non-performance of any aspect of this Agreement, whether or not Angiplast has been advised of the possibility of such damages whether in contract, law, tort or otherwise.

ii.Angiplast’s total liability under this Agreement shall in no case exceed

12. Notices

Any notices required to be given under this Agreement shall be in writing, in English language and shall be either personally delivered or transmitted by: (i) internationally / domestically recognized courier; (ii) email; or (iii) facsimile transmission. Such notice shall be deemed to have been given: (i) the date of receipt, if delivered personally or by courier service; (ii) the date of receipt, if delivered by email; or (iii) the date of transmission with confirmed answer back, if transmitted by facsimile transmission, whichever occurs first.

The address for service of each Party is as follows:

if toAngiplast, at : [insert details]

Attention : [insert details] Email : [insert details]

if to the Apex, at : [insert details]

Attention : [insert details] Email : [insert details]

A Party may, by a written notice, designate another address for service of notices to it.

13. Force Majeure

Neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure is due to causes beyond its reasonable control (“Force Majeure Event”).

Such non-performing Party shall not be liable for breach of this Agreement with respect to non-performance if and to the extent any such non-performance is due to a Force Majeure Event.

Such non-performance shall be excused provided that the non-performing Party gives immediate written notice within 10 (ten) days to the other Party of the Force Majeure Event.

Such non-performing Party shall exercise all reasonable efforts to eliminate the Force Majeure Event and to resume performance of its affected obligations as soon as practicable. In the event that, as a result of such Force Majeure Event, a Party does not perform its obligations hereunder for any period of 30 (thirty) days, the other Party may terminate this Agreement by giving 30 (Thirty) days prior written notice to the non-performing Party.

14. Governing law and Dispute Resolution

In the event of any dispute, controversy or claim between the Parties hereto arising out of or relating to this Agreement, the Parties shall endeavour to reach at an amicable settlement. However, if such dispute, controversy, or claim remains unresolved amicably within a period of 15 (fifteen) days from the date on which the dispute arose, it shall be referred to arbitration.

The arbitration panel shall consist of a sole arbitrator appointed mutually by the Parties in accordance with the Arbitration and Conciliation Act, 1996 and any amendments or enactments thereof. The seat and venue of arbitration shall be in Gujarat, India and the language of arbitration shall be English. The award passed by the arbitrators including any interim award shall be final and binding on the Parties.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflicts of law provisions and the courts of Gujarat shall have exclusive jurisdiction.

15. Compliance with laws

Apex hereto agrees that it shall comply with all applicable local laws, ordinances, and codes in performing its obligations hereunder. If at any time during the Term of this

Agreement, Apex is informed or information comes to its attention that it is or may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal or other authority having competent jurisdiction), then Apex shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code in all respects. Further, Apex 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.

16. Waiver

The failure of either Party to insist upon strict adherence to any material term or condition of this Agreement on any occasion shall not be considered a waiver of any right thereafter to insist upon strict adherence to that term or condition or any other material term or condition of this Agreement.

17. Severability

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid or unenforceable, the remaining provisions of this Agreement shall be unaffected, and upon mutual agreement of the Parties the invalid or unenforceable provision shall be replaced by a provision which, being valid and enforceable, comes as close as lawfully possible to the intention of the Parties underlying the invalid or unenforceable provisions.

18. Amendments

Apex shall not amend, modify and alter the Agreement without the written permission of Angiplast.

19. Assignments

Apex shall not assign this Agreement fully or partly any provision of this Agreement to any other party, without the prior written consent of Angiplast.

20. Relationship

The Agreement is between independent contractors and nothing in the Agreement creates a relationship of employer and employee, principal and agent, joint- ventures or partnership between the Parties.

21. Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement.

22. Entire Agreement

This Agreement comprises the entire and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements or understandings, whether written or oral. All schedules, recitals and annexures to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement. Each Party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation or warranty other than those expressly set out in this Agreement.