Service Agreement (MAC/25-26/RQ/1.

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This Service Agreement (“Agreement”) is entered into on______day of___________ 2025 (“Effective date”)
between

Macleods Pharmaceuticals Ltd, having its registered office at 304, Atlanta Arcade, Marol Church
Road, Opp Hotel Leela, Andheri (East), Mumbai -400059 (hereafter referred to as “Macleods or the
Company”) of the one part;

AND

Dr.______________________________________________________________ permanently residing

at_____________________________________________________________________________and PAN no._________________
(hereafter referred to as “Health Care Professional or HCP”) of the other party;

(Macleods and HCP will be hereafter collectively referred to as “Parties” and individually as “Party”).

WHEREAS, Macleods is engaged in manufacturing, marketing sales and distribution of

pharmaceuticals products in India and abroad.

WHEREAS, the HCP is a qualified medical practitioner having expertise in________________.

WHEREAS, the Company desires to engage the services of the HCP, to provide strategies and
communication in therapeutic areas to support Macleods in its various research and development
activities, in accordance with the terms and conditions set forth hereafter.

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. SCOPE:
(a) HCP, in his/her professional capacity, shall be engaged by the Company for rendering services
to analyse clinical practice patterns, formulate new strategies and communication, identify
therapy gaps (if any), place of therapy in therapeutic landscape, etc., in order to support
Macleods in its various research and development activities (“the Services”).

(b) HCP shall provide Macleods with report on the Services requested for by Macleods from time
to time, within a period of ______ days from his/her engagement.

2. Compensation:
In consideration of the Services provided by HCP, Macleods shall, subjected to applicable TDS,
pay HCP an amount of Rs./-____________________________ (Rupees ________Only).

3. TERMS AND TERMINATION

a. This Agreement shall commence on the “Effective Date” and shall automatically terminate
upon the completion of 1 year, unless the Parties mutually decide to renew this Agreement.
b. The Company may terminate this Agreement without cause, at any time, upon 30 days
prior written notice to HCP.

4. CONFIDENTIAL AND/OR PROPRIETARY INFORMATION

The term “Confidential Information” shall mean and refer to any know-how any intellectual
property of Macleods, data (whether patentable or not), technical or non-technical
information, any scientific or medical data, whether written, graphics, computer-generated or
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 orally furnished to the HCP including but not limited to trade secrets, research and
development, marketing practices, compositions ideas, production methods, processes,
techniques, quality control and testing methods of products and pharmaceuticals formulations
containing the products, patents, patent applications, software, equipment, research,
development, business plans or opportunities, future projects or products, projects or
products under consideration, procedures, sales data, information related to costs, prices,
customers, suppliers, vendors, business partners, etc.

HCP agrees that he/she will not

(a) use reproduce, market, copy in whole or in part or modify or adapt the confidential
information for any other product or project, case study or market research, and shall limit
the use of such confidential information for the purpose of this Agreement; nor
(b) disclose nor permit the disclosure of such Confidential Information or part thereof to any
third party, nor to any of its officers or employees other than to those who require access
to the Confidential Information for the purpose of this Agreement, and then only to the
extent required for this purpose and provided that such officers or employees are bound
by secrecy obligations similar to the ones contained in this Agreement; nor
(c) make any commercial use of such confidential information, nor use such confidential
information for ensuring intellectual property rights, except as long confidential
information is required for the marketing authorisation applications for medicinal
products containing the product.
(d) make any public announcement, presentation, advertisement, news release, publications
etc. in relation to the Confidential Information or of the fact;
i. that discussion or negotiations are taking place concerning a possible transaction
between the Parties, or
ii. the terms, conditions, status or other facts regarding a possible transaction
between the parties or
iii. that HCP has received the confidential information from Macleods

The extent of the disclosure of the confidential information pursuant to this Agreement
shall be at the sole and absolute discretion and control of Macleods.

The provision of this clause shall survive termination of this Agreement for a period of
three (3) years.

HCP agrees that Macleods may collect, maintain, use and / or disclose, as required under
the applicable laws or directions from statutory or judicial bodies, HCP’s personal
information including name, contact details, area of specialty/ expertise, location and the
payments and/ or reimbursement made hereunder and the Services/ report as rendered
by HCP under this Agreement.

5. REPRESENTATIONS AND WARRANTIES

a. He/she has read the policies of Macleods specially the ones related to ethical conduct
and shall act accordingly.
b. HCP warrants that he is not an employee of any state or central government, university,
or program, he/she confirms that he/she has obtained the necessary permission and
aggrees to provide a no objection certificate from the relevant authority to Macleods
for entering into this agreement.
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6. MISCELLANEOUS
a. This agreement constitutes the entire agreement between the Parties relating to its
subject matter, and supersedes all previous agreements between the Parties relating to
that subject matter. Any variation or waiver of any of the terms of this Agreement shall
not be binding unless set out in writing, expressed to amend this Agreement and signed
by or on behalf of each of the Parties. This Agreement shall not be amended except by a
written instrument duly executed by each of the Parties hereto.
b. Nothing in this Agreement shall be construed as follows:
i. require the HCP to promote, purchase, prescribe, or otherwise recommend any
Macleods product; or
ii. Interfere with HCP’s clinical decision-making.
iii. Create any other business arrangement between the Parties for anything other
than specifically mentioned in the Agreement.

c. Provision of the Services shall not be in violation of the Code of Medical Ethics issued
by Indian Medical council, and as amended from time to time. In carrying out the
Services, HCP and Macleods agree to comply with applicable laws, regulatory
requirements and code of practice including all applicable anti-bribery laws.
d. This Agreement shall be governed by and shall construed in accordance with Indian
laws, without reference to its conflict of law provision. The parties agree that they shall
in good faith work towards implementation of this Agreement and any dispute arising
out of or in relation to this Agreement shall be first attempted to be resolved amicably
by mutual negotiations, failing which the disputes shall be exclusively settled by the
competent courts of Mumbai in India.

7. Severability:

If any provision of this Agreement or the application thereof in any particular

circumstance is held illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall not affect any other provision hereof. This Agreement shall, in
such circumstances, be deemed modified to the extent necessary to render enforceable
the provisions hereof to the fullest extent permitted by law.

A failure or delay in enforcing compliance with any terms of this Agreement shall not
be a waiver of that or any other terms of this Agreement.

The parties hereto have signed and executed this Agreement in duplicate on the date mentioned
herein below.

Macleods Pharmaceuticals Ltd HCP

__________________________________ _________________________________

Authorised Signatory Authorised Signatory

Stamp & Sign Stamp & Sign