• Reimbursements agreed by the Company, is payable (upon presentation of appropriate receipts) for all reasonable and necessary out-of-pocket expenses incurred by the Speaker in performing the Services. The bills / receipts should be in the name of Company and under Company’s respective State’s GSTIN number and address.


• Speaker hereby represents that any reimbursement claimed from Company are solely related to the performance of Services.


• In the event of premature termination of the Agreement by the Company, the Company shall pay the Speaker for Services performed and for all reasonable and necessary out-of-pocket expenses incurred by the Speaker till the date of termination.


• The documents/ details as per Exhibit -3 shall be furnished by the Speaker to the Company for receiving payments through NEFT/ RTGS.

4. Relationship of the Parties

• Speaker and Company recognize, accept and confirm that pursuant to and in consequence of this Agreement, nothing shall be construed to create any association, partnership, joint venture, employment, or agency relationship between the Speaker and Company for any purpose. The Speaker shall have no authority, and shall not hold herself/ himself as having authority to bind Company and/ or shall not make any agreements or representations on Company’s behalf without Company’s prior written consent.

5. Performance

• Speaker will comply, and will act in a manner designed to enable Company to comply with respect to the Services, with (a) all applicable laws, rules, regulations and orders of any kind, as amended from time to time, including but not limited to laws, rules and regulations relating to or governing the use, regulation, promotion, and/or other communications concerning pharmaceutical products or relating to or governing relationships and interactions with healthcare providers and healthcare institutions, including, without limitation, Drug and Cosmetic Act, as amended, and its implementing regulations, the Indian Medical Council Act, 1956 (Professional Conduct & Ethics) Regulations, 2002, as amended, and the applicable regulations promulgated thereunder from time to time; and (b) all industry standards.


• In addition, Speaker represents and warrants that Speaker has not been, and is not under consideration to be (i) debarred from providing services under the Indian Medical Council Act, 1956 (Professional Conduct & Ethics) Regulations, 2002; (ii) disqualified by any government or regulatory agencies from performing specific services, and is not subject to a pending disqualification proceeding; or (iii) convicted of a criminal offense including the provision of health care items or services, or under investigation or subject to any such action that is pending. Speaker will notify Company immediately if Speaker is subject to the foregoing in future, or if any action, suit, claim, investigation, or to the best of Speaker’s knowledge, is threatened against her/ him.

6. Compliance with Obligations to Third Parties

• Speaker represents and warrants to Company that the terms of this Agreement and Speaker’s performance of Services do not and will not conflict with any of Speaker’s obligations to any third parties. Speaker agrees not to use any trade secrets or other confidential information of any other person, firm, corporation, institution or other third party in connection with any of the Services.


• If Speaker is an employee of another company or institution, Speaker represents and warrants that Speaker is permitted to enter into this Agreement pursuant to such company’s or institution’s policies concerning professional consulting and additional workload.

7. Intellectual Property Rights

• Company is and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to the deliverables set out in the Exhibit – 1, and Company has the right to use the same for perfecting its intellectual property rights.


• In case of Services of the nature of speaking, training, oration, presentation or lecture, the Speaker consents to photographing and audio and video recording of the proceedings of Speaker’s oration/ speaking session forming part of Services (collectively, “Recordings”). Any intellectual property generated exclusively from the Services provided by the Speaker, including the Recordings, shall vest exclusively with Company, unless otherwise agreed to the contrary. All such intellectual property and all materials and information made or developed by the Speaker in connection with the Services provided will sole property of the Company and the Company shall have the right to use such materials and information for its business purposes without any recourse to Speaker.

8. Confidentiality

• Speaker acknowledges that it will have access to Confidential Information that is treated as confidential and proprietary by Company. “Confidential Information” means (a) any and all scientific, technical, business or financial information or trade secrets in whatever form (written, oral, electronic or visual) that are delivered or otherwise disclosed to the Speaker by or on behalf of Company or an Affiliate (defined below), (b) all information contained in or comprised of Company Materials (defined in Section 9); and (c) all deliverables under this Agreement. Confidential Information is, and will remain, the sole property of Company. “Affiliate” means any corporation, company, partnership, joint venture and/or entity which controls, is controlled by or is under common control with Company.


• During the Term of this Agreement and for a period of seven (7) years thereafter, Speaker agrees to (i) hold in confidence all Confidential Information, and not disclose Confidential Information without the prior written consent of Company; (ii) use Confidential Information solely in connection with the Services; (iii) treat Confidential Information with no less than a reasonable degree of care; and (iv) reproduce Confidential Information solely to the extent necessary to provide the Services, with all such reproductions being considered Confidential Information. Notwithstanding the foregoing, the non-disclosure and non-use obligations imposed by this Agreement with respect to trade secrets included in the Confidential Information will continue for as long as Company and its Affiliates continue to treat such Confidential Information as a trade secret.


• Speaker will not have obligations of non-disclosure and non-use of Confidential Information under this Agreement with respect to any Confidential Information that Speaker can demonstrate, by competent written proof
  
  
  • is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of Speaker;
  
  
  • is in Speaker’s possession at the time of disclosure other than as a result of Speaker’s breach of any legal obligation;
  
  
  • becomes known to Speaker on a non-confidential basis through disclosure by sources other than Company or an Affiliate having the legal right to disclose such Confidential Information; or
  
  
  • is independently developed by Speaker without reference to or reliance upon Confidential Information.
  
  

• If Speaker is required by a governmental authority or by order of a court of competent jurisdiction to disclose any Confidential Information, Speaker will give Company prompt written notice thereof before such disclosure and Speaker will further take all reasonable and lawful actions to avoid or minimize the degree of such disclosure. Speaker will cooperate reasonably with Company in any efforts to seek a protective order.

9. Company Materials : All documents, data, records, materials, compounds, apparatus, equipment and other physical property furnished or made available by or on behalf of Company or an Affiliate to Speaker in connection with this Agreement (“Company Materials”) are and will remain the sole property of Company. Speaker will use Company Materials only as necessary to perform the Services and will not transfer or make available to any third party the Company Materials without the express prior written consent of Company. Speaker will return to Company any and all Company Materials upon request.

10. Publication; Publicity

• Speaker shall not publish or refer to work deliverables or the Services, in whole or in part, without the prior express written consent of Company. Speaker shall not use the name, logo, trade name, service mark, or trademark, or any simulation, abbreviation, or adaptation of same, or the name of Company or an Affiliate for publicity, promotion, or other uses without Company’s prior written consent.

11. Termination

• Either Party may terminate this Agreement at any time with or without cause upon written notice to other Party.


• Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination.


• Upon expiration or termination of this Agreement, neither Speaker nor Company will have any further obligations under this Agreement, except that (a) Speaker will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Company, unless Company specifies in the notice of termination that Services in progress should be completed; (b) Speaker will deliver to Company all work deliverables made through expiration or termination; (c) Company will pay Speaker any monies due and owing Speaker, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) Speaker will immediately return to Company all Company Materials and other Confidential Information and copies thereof provided to Speaker under this Agreement; and (e) the terms, conditions and obligations under Sections 7-10, 12 and 13 will survive expiration or termination of this Agreement.

12. Indemnification : Speaker shall be liable hereunder for her/ his own gross negligence, willful misconduct or bad faith and accordingly agrees to indemnify the Company and save it harmless against any liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Speaker in performing the Services under this Agreement.

13. Miscellaneous

• Entire Agreement : This Agreement contains the entire understanding of the parties and supersedes all previous agreements and undertakings. This Agreement may be modified only by written agreement signed by the parties. As this is an Agreement for professional services, the Speaker may not assign this Agreement or any interest herein, or delegate any duty hereunder, to any third party.

• Notices : All notices required or permitted under this Agreement must be in writing and must be given by directing the notice to the address for the receiving party set forth in this Agreement or at such other address as the receiving party may specify in writing under this procedure. Notices to Company will be marked “Attention: Legal Department.” All notices must be given by (i) personal delivery, with receipt acknowledged, (ii) prepaid certified or registered mail, return receipt requested, or (iii) prepaid recognized next business day delivery service. Notices will be effective upon receipt or at a later date stated in the notice.


• Governing Law : This Agreement and any disputes relating to or arising out of this Agreement will be governed by, construed, and interpreted in accordance with the laws of India. The parties agree to submit to the exclusive jurisdiction India and courts of Mumbai, Maharashtra.


• Counterparts : This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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Place : Mumbai

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