Sunpharma

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SURVEY AGREEMENT

This Survey Agreement (together with the attached Exhibit, the “Agreement”) is made as of {{ $ConsultancyDocumentDay }} {{$ConsultancyDocumentMonth}}, {{$ConsultancyDocumentYear}} (the “Effective Date”) by and between

{{ $vSunPharmaCompanyName }} (CIN: {{ $vCINNumber }}), a company existing under the laws of India with its place of business at {{ $vAddress }} (hereinafter referred to as “Company”), and

{{ $ConsultancyDocumentDoctorName }}, PAN No. : {{ $ConsultancyDocumentPANNo }} who is a registered medical practitioner having an address at ADDRESS : {{ $ConsultancyDocumentAddress }} (hereinafter referred to as “Consultant”).

Company and Consultant are referred to as the “Parties”, or individually as a “Party”.

RECITALS:

A. WHEREAS, the Company is a pharmaceutical company and is engaged, inter alia in research, manufacturing, marketing and distribution of pharmaceutical products.

B. WHEREAS, the Company desires to engage the Consultant, an expert in their professional capacity for product and/or disease related surveys, in accordance with the terms and conditions set forth hereinafter.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS::

1.1 The Consultant, in her/his professional capacity, is hereby engaged by the Company for rendering services as set out in Exhibit -1 (“Services”) hereto, as an independent expert.

1.2 The Services will be provided upon request by Company. Notwithstanding any payment protocol, the consideration amount shall be inclusive of any pre-meeting preparation by the Consultant.

1.3 The Parties hereby agree that neither this Agreement nor any payment hereunder is in exchange for any explicit or implicit understanding that the Consultant will purchase, prescribe, recommend or provide preferential treatment for the Company’s products.

1.4 Moreover, both Parties agree that the total payment, if any, for the Services represents the fair market value for the Services and has not been determined in any manner that considers the volume or value of any prescriptions, referrals or business in the products of the Company.

1.5 This Agreement will commence on the Effective Date and shall continue for a period of one (1) year, unless terminated earlier.

1.6 As full consideration for Services granted to the Company on the deliverables under this Agreement, the Company agrees to pay to Consultant (subject to applicable withholding tax), the amounts set forth in the Exhibit -1.

1.7 In the event of premature termination of the Agreement by the Company, the Company shall pay the Consultant for Services performed incurred by the Consultant till the date of termination.

1.8 Consultant and Company accept and confirm that nothing shall be construed to create any association, partnership, joint venture, employment, or agency relationship between Consultant and Company for any purpose.

1.9 Consultant 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; and (b) all industry standards.

1.10 In addition, Consultant represents and warrants that Consultant has not been, and is not under consideration to be (i) debarred from providing services under the laws of India; (ii) disqualified by any government or regulatory agencies; or (iii) convicted of a criminal, or under investigation or subject to any such action that is pending. Consultant will notify Company immediately if Consultant is subject to the foregoing in future, or if any action, suit, claim, investigation, or to the best of Consultant’s knowledge, is threatened against her/ him.

1.11 Consultant represents and warrants to Company that the terms of this Agreement and Consultant’s performance of Services do not and will not conflict with any of Consultant’s obligations to any third parties. Consultant 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.

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

1.13 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.

1.14 As the nature of services is to undertake a survey for a product or disease, (“Survey Details”). Any intellectual property generated from the Services provided by the Consultant, including the Survey Details, shall vest exclusively with Company. All such intellectual property and all materials and information made or developed by the Consultant 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 Consultant.

1.15 Consultant 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 Consultant by or on behalf of Company or an affiliate, (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.

1.16 During the Term of this Agreement and for a period of seven (7) years thereafter, Consultant 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.

1.17 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 Consultant in connection with this Agreement (“Company Materials”) are and will remain the sole property of Company. Consultant will use Company Materials only as necessary to perform the Services.

1.18 Consultant shall not publish or refer to work deliverables or the Services, in whole or in part, without the prior express written consent of Company. Consultant shall not use the name, logo, trade name, service mark, or trademark, or any simulation, abbreviation, or adaptation of same without Company’s prior written consent.

1.19 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.

1.20 Upon expiration or termination of this Agreement, neither Consultant nor Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Services as soon as practicable; (b) Consultant will deliver to Company all work deliverables made through expiration or termination; (c) Company will pay Consultant any monies due and owing Consultant, up to the time of termination; and (d) Consultant will immediately return to Company all Company Materials and other Confidential Information and copies thereof.

1.21 Consultant shall be liable hereunder for her/ his own gross negligence, willful misconduct, bad faith or personalized data breach 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 Consultant in performing the Services under this Agreement.

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

1.23 All notices required or permitted under this Agreement must be given to the address for the receiving party at the address set forth in this Agreement in accordance with applicable law. Notices to Company will be marked “Attention: Legal Department.

1.24 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.

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

{{ $vSunPharmaCompanyName }}

Consultant Name

Name: {{ $VPName }}

Name: {{ $ConsultancyDocumentDoctorName }}

Place: Mumbai

Place: {{ $ConsultancyDocumentCity }}

Exhibit – 1