SERVICE AGREEMENT

This Service Agreement (‘Agreement’) dated _____ day of 2018 (‘Effective Date’) by and
between

APOTEX RESEARCH PRIVATE LIMITED, having its registered office among others, at Site
No.1, Bommasandra Industrial Area, Phase IV, Jigani, Link Road, Jigani Hobli, Bangalore -
560099, Karnataka, India. ( hereinafter referred to as the “Company”), and

Qaaf Worldwide having its office at M-32 B, First Floor, Gali No 5, Abul Fazal Enclave Part 1, Commented [SM1]: Please let me know whether this is a firm or
a proprietory concern or a company ?
Jamia Nagar, New Delhi 110025, (herein after referred to as 'Consultant”),
Commented [Office2R1]: It’s a proprietary concern

‘Company’ and ‘Consultant’ are each a party (“Party”) to this Agreement and together constitute
the parties (“the Parties”).

RECITALS
WHEREAS, Company desires to engage Consultant to perform various services, and Consultant has
the appropriate expertise in the field of preparation of different Dossiers and applications for
DCGI approvals [XXXXXXX] and wishes to provide such services to the Company; and

WHEREAS, Consultant represents to Company that it has and/or obtained all necessary
authorizations to perform Services and receive compensation hereunder, if any;

NOW, THEREFORE, in consideration of the mutual obligations specified in this Agreement, the
Parties agree as follows:

1. SERVICES FOR COMPANY. Company hereby engages the Consultant to consult with and
advise the Company, as more particularly described on Schedule A attached hereto (“Services”)
and the Consultant hereby agrees to provide such Services. Consultant shall perform Services
under this Agreement with due diligence and in full compliance with the highest professional
standards of practice in the industry. Notwithstanding anything to the contrary contained in
this Agreement notwithstanding, Consultant agrees and acknowledges that during the Term
there is neither a minimum amount of Services for which Company is obligated to engage
Consultant, nor shall this Agreement be construed as limiting in any way Company’s right
to contract for similar services with any other party. In no event shall this Agreement be
construed as obligating Company to pay any amounts for unless the Company request in
writing to the Consultant to perform the Services as evidenced by an Addendum in the form
of Schedule A and is executed by the Parties prior to the commencement of the Services and
the Consultant performs such Services to the satisfaction of the Company.

1.2 ACCURATE BOOKS AND RECORDS & AUDIT: Consultant covenants that all
transactions related to this Agreement shall be accurately and fairly recorded in its books and
 records in all material respects in accordance with Generally Accepted Accounting Practices
(“GAAP”). And that the Company shall be entitled to audit Consultant’s activities under this
Agreement to ensure compliance with this Agreement during the term of this Agreement in
its sole and reasonable discretion and Consultant shall cooperate fully with such audit

1. COMPENSATION AND EXPENSE REIMBURSEMENT.

In consideration of the Services rendered pursuant to this Agreement to the satisfaction of the
Company, the Company upon receipt of proper and correct invoice from the Consultant shall
pay to the Consultant and the Consultant shall receive the sum of Rs. 2, 65, 650/-(Rupees two
lakhs sixty five thousand six hundred fifty only) [insert hourly fee or daily fee] (the “Fees”).
However, the Fees shall not exceed [__________] per month annually regardless of the number
of hours actually spent by the Consultant in the performance of the Services. Compensation for
the Consultant’s services shall be conditioned on Company’s receipt of a completed invoice
for services rendered along with any other corroborating documents, if required (see 2.2
below). Consultant represents that the compensation: (i) is payment in full for the Services, and
(ii) reflects the fair market value of the services described herein, commensurate with the fees
charged by Consultant for providing similar services to other entities. Both Parties
acknowledge that the compensation is determined pursuant to an arms-length negotiation and
is not based or conditioned in any way on the volume or value of any business or the
approvals or consents received by the Company resulting, directly or indirectly, from any of
Consultant’s activities hereunder.
Commented [AB3]: Administrative charges and any fees to
regulatory that will be paid on behalf of Apotex will be billed on
actuals with supporting documents. So we need to update on this
accordingly.
Scope: Support in Procuring Clinical Trail (including
Bioequivalence) NOC (No Objection Certificate) and TL (Test
License) approvals for Export (Old and/or Newly Approved and/or
Unapproved drugs) from the office of DCGI. Any other support in
services other than detailed above (such as biological sample export
NOC application, expedite review of regular NOC & TL
applications by rigorous follow-up etc..) will be charged extra on
case by case basis.
Performance bonus to be discussed.

1.2.1 Consultant shall be reimbursed for all reasonable travel and related business expenses
incurred in the performance of Services on behalf of Company as follows:

1.2.1.1 Reimbursement of Travel Expenses. Consultant shall be reimbursed for all

travel expenses that have been pre-approved by an authorized Company
representative, conditioned on the Company’s receipt of an itemized
accounting and original receipts for all such expenses, including travel.
Company or its authorized agents shall have the right to audit the
documentation submitted by Consultant.

2.2.1.2 Reimbursement of Miscellaneous Expenses. Consultant shall be reimbursed

for all other reasonable and necessary expenses (such as mileage) incurred in
connection with the performance of the Services that Consultant provides to
Company, conditioned on the Company’s receipt of an itemized accounting
and original receipts for all expenses. Company is not responsible for
Consultant’s own overhead expenses, such as home office supplies,
equipment, and insurance, which overhead expenses shall be borne by
Consultant.

2
 2.2.2 Invoices. During the Term of this Agreement, Consultant shall issue invoices for Fees
and expenses to Company on a monthly basis, during any month in which Consultant
has provided Services hereunder. Each invoice relating to this Agreement shall be
submitted to Company within thirty (30) days after the month (with the exception of
Consultant’s initial invoice) in which the Services were rendered, and shall include a
detailed description of the Services to which it relates, including a reasonably detailed
description of the type of Services performed and the number of hours spent. The
Consultant may also be required to produce corroborating documents for the same.

3.2.3 Disputes. Company shall pay undisputed amounts in respect of each invoice within
thirty (30) days of receipt of such invoice by Company. In the event Company disputes
an invoice, Company shall, within thirty (30) days after such invoice is received, notify
Consultant that it disputes the accuracy or appropriateness of the invoice and specify
the item in such invoice which Company considers to be inaccurate or inappropriate.
Thereafter, the Parties shall work in good faith to resolve the dispute. In the event a
dispute cannot be resolved informally, either party may submit the dispute to arbitration
in accordance with Section 14 of this Agreement.

2. TERM AND TERMINATION.

3.1 This Agreement shall be effective as of the date first written above and shall continue in
effect for [one] [(1)] year from the Effective Date, and can be extended by mutual agreement
of the Parties.

3.2 This Agreement shall be immediately terminated at any time by Company upon Commented [Office4]: 1 month prior notice should be given if
Company wants to terminate agreement
written notice to Consultant, with or without cause.

1.3.3 At any time during the engagement, Company may terminate this Agreement as
follows:

1.3.3.1 Material Breach. Company may terminate this Agreement for Consultant’s
non-performance, gross negligence or other material breach of any provision of this
Agreement including but not limited to breach of representation and warranties that
continues uncured for thirty (30) days after the Company delivers a written notice
specifying the grounds for termination.

2.3.3.2 Malfeasance. By Company, immediately without notice, if Consultant commits a

felony, acts dishonestly, violates laws applicable to the Services for Company
including activities in breach of Clause 9.3 or engages in conduct that demonstrates
moral turpitude and that has an adverse effect on the name or public image of
Company.

3
 3.3.3.3 If in Company’s opinion the Consultant becomes incapable of providing all or any
of the Services under this Agreement.

3.4 Upon the expiration of this Agreement or delivery of a termination notice hereunder, Consultant
shall immediately cease work on the Services and return all Confidential Information (as defined
in Section 6) to Company. After expiration or termination of Consultant’s engagement, the
applicable provisions of Sections 6 and 9 shall remain in full force and effect. At termination,
Consultant shall only be entitled and Company only obligated to pay for any Fee(s) due to
Consultant for Services rendered and non-cancellable expenses incurred up to that point in
accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing, in
the event Company terminates this Agreement as a result of Consultant’s failure to comply with
the representations and warranties set forth herein or under Clause 3.3.2, Company shall be
entitled to withhold payment for Services previously rendered and non cancellable expenses.

4. INDEPENDENT CONTRACTOR STATUS. The Parties agree that Consultant (and its
employees) is an independent contractor. Consultant expressly understands and agrees that this
Agreement does not create an employer/employee relationship. Consultant and Consultant’s
employee are:

4.1. Not entitled to any benefits normally provided by the Company to its employees,
including but not limited to Workers' Compensation insurance, 401k, pension, investment
savings plan, life and accident insurance, and any other employee benefit;
4.2. Obligated to pay all applicable income taxes and social security contributions on any
moneys earned pursuant to this Consulting Agreement; and
4.3. Responsible for payment of Consultant’s insurance, Workers' Compensation insurance,
unemployment insurance, withholding taxes, and similar items.

Nothing in this Agreement shall be construed as creating any other relationship between Company
and Consultant. Without limitation of the foregoing, Consultant expressly understands that it has
no authority to represent or act on behalf of Company without Company’s prior written consent.
Consultant shall not hold itself out to third persons as purporting to act on behalf of, or serving as
the agent of, Company, and it is not authorized to enter into any agreements, whether oral or
written, on Company’s behalf.

1.5.TIME; CONFLICTS. Consultant may hold a job or represent other clients, but such work
shall not conflict with Consultant's Services for Company, as mutually determined by both
Parties. Consultant shall disclose to Company in advance and in writing the specific nature of
any potential conflict of interest or personal interest in any proposed Services. Consultant
represents and warrants that execution of this Agreement and performance of the Services
described in this Agreement do not and will not breach any other contractual and/or legal
obligations or the applicable policies of any third party (including but not limited to an

4
 agreement in the nature of a confidentiality and/or non-disclosure and/or non-competition
agreement) and do not require the consent of any other person, or that the proper consent has
been obtained.

1.6.CONFIDENTIALITY; INTELLECTUAL PROPERTY. The Parties agree that the

provisions of this Section 6 are fair and reasonable because, as a result of the Services under this
Agreement, Consultant will have access to confidential and proprietary information and that such
information is a highly-valued asset.

6.1. Confidential Information. The term “Confidential Information” means all information
relating to the Company that the Company considers confidential and proprietary, including
but not limited to any business plans, financial data, know-how and data, (whether
patentable or not), technical or non-technical information, whether written, graphic,
computer-generated or orally furnished to Consultant, trade secrets, research and
development, customer lists and customer information, details of client or consultant
contracts, pricing policies, operational methods, marketing data, plans or strategies, legal
strategies, product development techniques or plans of the Company or any subsidiary,
affiliate or successor of the Company. “Confidential Information” also includes
confidential or proprietary information received by the Company or by Consultant from
third Parties under which the Company has a duty to maintain the confidentiality of such
information and to use it only for certain limited purposes.

6.2. Exclusions. Confidential Information does not include information that:

6.2.1. is in the public domain when Company provided the information to the
Consultant;
6.2.2. subsequently enters the public domain through no fault of the Consultant or of
any other person subject to a non-disclosure obligation;
6.2.3. a third-party with lawful right to disclose such information provides to
Consultant without restriction on disclosure;
6.2.4 The Consultant can demonstrate that is was in Consultant’s possession prior to
the time of disclosure and was not acquired directly or indirectly from the
Company; or
6.2.5 Consultant can demonstrate that it was developed by Consultant independent of
this Agreement or the disclosure of Confidential Information by the Company;
as evidenced by written records. Consultant must show Company such written
records before disclosing anything that would qualify as Confidential
Information pursuant to this Agreement.

6.3. Non-disclosure. Consultant agrees at all times during the Term of this Agreement and
thereafter, to hold in strictest confidence as stipulated herein, with the same degree of
care that it uses to protect its own confidential and proprietary information of similar

5
 nature (but in no event less than reasonable care), and not to use, except for the benefit
of the Company, or to disclose to any person, firm or corporation without written
authorization of the Company, any Confidential Information of the Company.
Consultant shall not use Confidential Information for any purpose or in any manner that
would constitute a violation of any laws or regulations. Without specific authorization
from Company, Consultant will not discuss Company Confidential Information with any
third party. The Consultant may share the Confidential Information with its employees
and officers on “need to know basis”. Upon the breach, threatened breach, or inevitable
breach of this covenant, Company shall be entitled to obtain relief pursuant to Section 9
below. Consultant shall not make any copies of the Confidential Information, except to
the extent reasonably necessary to carry out its Services set forth herein, or unless
otherwise approved in writing in advance by the Company. Any copies of Confidential
Information made by Consultant shall be identified as the property of the Company and
marked “confidential,” “proprietary” or with a similar legend and shall otherwise be
protected in accordance with this Agreement. If the Consultant is compelled under
applicable law to disclose (whether by way of announcement or otherwise) any
Confidential Information, it shall give prompt written notice of such fact to the
Company so that the Company may seek an appropriate remedy to prevent such
disclosure or waive compliance with the provisions of this Agreement.

6.4. Notice to the Company. Consultant will immediately notify Company if it learns that
Confidential Information has been disclosed or is about to be disclosed, whether by the
party's acts, acts of third parties, law, regulation or court order. Consultant will cooperate
with Company's efforts to prevent or limit disclosure of Confidential Information.

6.5. Ownership. Any Confidential Information that is directly originated, developed or

perfected by Consultant pursuant to this engagement shall be and remain the sole property
of the Company and shall be deemed intellectual property of the Company. To the extent
that any Confidential Information originated, developed or perfected constitutes an
original work of authorship by Consultant, which is protectable by copyright, Consultant
acknowledges that such work is a “work made for hire”.

6.6. Assignment. Consultant hereby assigns to the Company all of Consultant’s intellectual
property rights (including copyrights, patents, and trademarks) that may arise from
Consultant’s engagement by the Company.

6.7. Return of Confidential Information. Upon expiry or termination of Consultant's

engagement for any reason or upon request from the Company, Consultant shall deliver
to the Company all original and duplicates and/or copies of all documents, records,
notebooks, computer records or media, and similar materials containing Confidential
Information then in Consultant's possession.

6.8. Former Employer/Client Information. Consultant agrees that Consultant will not, during
the term of this Agreement, improperly use or disclose any proprietary information or

6
 trade secrets of any former or concurrent employer or client or other person or entity;
and that Consultant will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to any such employer, client, person or
entity unless consented to in writing by such employer, client, person or entity.

2.7.Consultant shall maintain complete and systematic written records of Consultant’s operations
in connection with the performance of the Services, and Consultant should retain such records
for three years after the service has been completed.

3.8.INJUNCTIVE RELIEF. Upon a material breach, threatened material breach, or inevitable

material breach of any of the provisions of Sections 5, 6, or 7 of this Agreement, Company shall
be entitled to equitable relief (such as but not limited to a Temporary Restraining Order and
Preliminary Injunction) preventing same and specifically enforcing those Sections. Nothing
herein shall be construed as prohibiting the Company from pursuing any other remedies for such
breach or threatened breach. Consultant hereby consents to the jurisdiction of the state courts in
Bangalore, Karnataka with respect to any such application for injunctive relief.

4.9.ADDITIONAL REPRESENTATIONS AND WARRANTIES OF CONSULTANT. .

1.9.1 The Consultant represents and warrants that all the Services performed and provided by the
Consultant shall fully comply with all applicable central, state, and local laws, rules and/or
regulations, as may be amended from time to time including but not limited to .

2.9.2 The Consultant represents and warrants that the responsibilities and obligations assumed
by the Consultant hereunder are not in conflict with any other obligations the Consultant may
have.

3.9.3 The Consultant represents and warrants that Consultant (i) will not, directly or indirectly, in
violation of any applicable law, including, without limitation, the U.S. Foreign Corrupt Practices
Act or Canadian Corruption of Foreign Public Officials Act or the UK Bribery Act (1) make any
contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any
person or entity, private or public, regardless of form, whether in money, property, or services (i)
to obtain favourable treatment in securing business or approvals, consents, permits or no objection
given, (ii) to pay for favourable treatment for any business secured, or approvals, consents,
permits or no objection given or (iii) to obtain special concessions or for special concessions
already obtained, for or in respect of Company or any of its affiliates; or (2) establish or maintain
any fund or asset for that purpose that is not recorded in the books and records of Company; and
(ii) will act so as to comply with all applicable laws, including, without limitation, the U.S.
Foreign Corrupt Practices Act or Canadian Corruption of Foreign Public Officials Act or the UK
Bribery Act, ordinances, regulations, rights of concession, licenses, know-how, or other
proprietary rights, of others.

7
5.10 SEVERABILITY. It is the desire and intent of the Parties that the provisions of this
Agreement shall be enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision or portion of this Agreement shall be adjudicated to be invalid or unenforceable, this
Agreement shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid
or unenforceable, such deletion to apply only with respect to the operation of such Section in the
particular jurisdiction in which such adjudication is made. In such event, the Agreement shall be
deemed modified (“blue penciled”) and to be enforceable to the extent permitted by law.

6.11 NOTICES. All communications, requests, consents and other notices under this Agreement
shall be given in writing and delivered by facsimile (receipt confirmed in writing), courier (receipt
confirmed), or registered or certified mail (postage prepaid). Notice shall be deemed given on the
date of delivery as shown by the facsimile confirmation or delivery receipt. Notices will be
addressed to each party as follows:

Company: Attn: __________

Fax: __________

With Copy to:

Legal Affairs

Consultant: [Contact Address]

1.12. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws of India without reference to its conflict of law rules and the courts at
Bangalore shall alone have the jurisdiction on the terms governing this Agreement to the exclusion
of all other courts situated elsewhere.

1.13. INDEMNIFICATION. Consultant shall indemnify and hold harmless Company and its
affiliates, officers, directors, employees, consultants, and agents from and against all liabilities,
losses, costs and expenses (including reasonable attorneys’ fees) and damages arising out of or
resulting from (i) any willful misconduct or negligent act or omission of Consultant, (ii) any
breach of this Agreement by Consultant, or (iii) any violation by Consultant of any local, state,
or central law, rule, or regulation applicable to the performance of Consultant’s obligations
under this Agreement. Indemnification under this provision shall survive termination of this
Agreement.

2.14. ASSIGNMENT. The Company may assign its rights and obligations under this Agreement
to any affiliates or subsidiaries thereof and all covenants and agreements hereunder shall inure to
the benefit of and be enforceable by or against any such assignee. Neither this Agreement nor
any rights or duties hereunder may be assigned or delegated by Consultant.

8
3.15. BINDING EFFECT. Except as otherwise provided herein, this Agreement shall be binding
upon and shall inure to the benefit of the Parties hereto and their respective legal representatives,
successors and permitted assigns.

4.16. CONSTRUCTION AND INTERPRETATION; MISCELLANEOUS. This

Agreement was jointly negotiated and prepared by the Parties, so any ambiguity herein shall
not be construed for or against any party. Unless the context requires otherwise, words
denoting the singular may be construed as denoting the plural and the words of the plural may
be construed as denoting the singular as is appropriate. The terms "include" and "including"
mean "including without limitation". The term "law" includes constitutions, statutes, rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, judicial opinions,
restrictions and charges; a reference to a specific statute also refers to regulations relating to
that statute; a reference to a specific law refers to that law as revised or amended at the time
that law is being applied. The section titles are stated only for convenience and shall not control
or affect the interpretation or construction of any provision of this Agreement. If any particular
provision of this Agreement is found to be invalid or unenforceable, it is to that extent deemed
to be omitted in the particular jurisdiction(s) where the provision is invalid or unenforceable
and the remaining provisions of this Agreement shall not be affected by such omission. No
provision of this Agreement shall be altered, amended, revoked or waived, except by an
instrument in writing signed by all Parties. A waiver of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent or other breach.
This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which together will constitute a single instrument; provided, however,
that this Agreement shall not become binding upon any of the Parties unless and until
counterparts are executed by all Parties. Each such counterpart shall be considered an original.
. useless

5.17. ENTIRE AGREEMENT. This Agreement, along with any attachments or schedules hereto,
sets forth the entire agreement and understanding of the Parties relating to the subject matter
hereof and supersedes all prior understandings, agreements or representations by or between the
Parties, whether written or oral.

9
IN WITNESS WHEREOF, each party's duly authorized representative has executed this
Agreement after reading and understanding its terms.

COMPANY: APOTEX RESEARCH PRIVATE LIMITED

By: ______________________________________________
NAME
TITLE

CONSULTANT: QAAF WORLDWIDE

By:______________________________________________
Name:
Title:

Tax ID Number:

Schedule A - Services

10
 SCHEDULE A
Description of Services

Description of Services

Period of Performance

Consultant shall provide such Services from time to time, upon request of Company via telephone,
email, and in-person meetings.

Company expects that Consultant’s Services may be required for one year from the Contract Date
for up to [XXXXXXX hours].

11