Confidential Life Save City Pharmacy Ltd.

Kampala, Uganda
Director’s Service Contract 20-May-2022

Mr. Abimanya Wilbrod

+256 772 292 177
Abimanya35@gmail.com

DIRECTOR’S SERVICE CONTRACT

(“The Contract”)

BY AND BETWEEN

LIFE SAVE CITY PHARMACY LTD

(“The Company”)

AND

MR. ABIMANYA WILBROD

(“Technical Director”)

Made this …………… day of …………………………. 2022 (“The effective date”).

The Company and the Technical Director hereinafter referred to separately as the “Party” and
jointly as the “Parties.”

WHEREAS, The Company is an established pharmaceutical business that wishes to

retain the services of a duly qualified and registered pharmacist as a Technical
Director in compliance with Section 14 of the National Drug Policy and Authority
Act of Uganda (“NDPA Act”) and Regulation 10 of the licensing regulations made
thereunder;
AND
WHEREAS, the Technical Director is desirous of undertaking the tasks of a
registered pharmacist in the service of the company that include but are not limited to
provision of pharmaceutical supervision and regulatory services, representation of the
Company in quality and drug regulatory matters with National Drug Authority
(“NDA”) and in other regulatory activities (herein after referred to as “Pharmacist
Services”);
AND
WHEREAS, the Company and the Technical Director mutually desire to set forth the
terms applicable to such work;
 NOW THEREFORE, for the mutual consideration set forth herein, the parties hereby
agree as follows;

1. Position and duration

The Company undertakes to engage and retain the services of the pharmacist in the position
of “Technical Director” from the date of execution of this agreement until lawfully
terminated by either party in accordance with this agreement and the Articles of Association
of the Company.
2. Place of work
The place of work shall be the pharmacy’s registered premises. Premises of work shall not be
changed unless an agreement has been reached between both parties.
3. Duties of the Technical Director
The Technical Director hereby accepts and agrees to render Pharmacist Services as well as
permit the usage of his/her Certificate of Registration (COR) & Certificate of Practice (COP)
for the benefit of the Company in accordance with the following terms of this contract;
a) To supervise the dispensing of drugs as mandated by section 14(d) of the National Drug
Policy and Authority Act of Uganda and Regulations 10 (d) and 12 of the National Drug
Policy and Authority Licensing Regulations of Uganda or any other law applicable for the
time being in Uganda.

b) To control the dispensing of restricted drugs and ensure that such restricted drugs are only
dispensed and supplied under his supervision in accordance with section 14(b) of the
National Drug Policy and Authority Act and Regulation 12 of the Licensing Regulations
made thereunder.

c) To ensure that any class A or class B Group I drugs as defined under the National Drug
Policy and Authority Act are dispensed under a valid prescription written by a registered
medical practitioner, dental surgeon or veterinary surgeon as required by section 20 of the
National Drug Policy and Authority Act and Regulation 12(3) of the Licensing
Regulations made thereunder.

d) To represent the Company in quality and drug regulatory matters with National Drug
Authority (NDA) and in other regulatory activities that may require his technical
expertise as a pharmacist.

e) To ensure general compliance with the National Drug Policy and Authority Act in the
Company and provide advice on all pharmaceutical technical operations in the running of
the pharmacy.

f) Nothing in this contract shall restrict or prohibit the Technical Director in his capacity as
a qualified pharmacist from rendering any services to the Company that are allowed by
law.

4. Terms of service
 A. Availability
The Technical Director shall be available for consultation online, virtually, by phone or
physically where applicable. Whenever the Technical Director is unable to attend to any of
the pharmacy’s premises physically, he may render his services online, by phone or by virtual
means and inability to visit the pharmacy physically shall not in any way affect his right to
full remuneration or any other rights under this contract.

B. Services to be rendered on a prepaid basis

The Technical Director’s services under this contract shall be rendered on a prepaid basis and
he shall be entitled to receive full remuneration under clause 6 of this contract at the
beginning of every month for which he renders his services and in case of any delayed
remuneration, not later than the 5th day of that month for which the payment is delayed and in
which case the remuneration will attract an interest of 2% per day until the remuneration is
paid in full. The Technical Director and the Company may agree on another mode of
remuneration provided that any such modification shall only be effective with the Technical
Director’s consent.

C. Treatment of unpaid remuneration

Where the Company fails to pay full remuneration and/or any interest accrued thereon under
clause 6 to the Technical Director for a period of 2 months, the accrued remuneration benefits
and interest that remain outstanding and unpaid shall be converted into equity in the
Company and the Technical Director shall receive shares in the Company equivalent in value
to the outstanding and unpaid remuneration benefits and/or any unpaid interest.

D. Delegation

The Pharmacist/Technical Director may delegate some of the duties to auxiliary staff
members to the extent allowed by the National Drug Policy and Authority Act but only after
capacity building through proper training and assessment.

5. Other Terms

(1) The Company shall not compel the Technical Director/pharmacist to work under
conditions that compromise his professional judgment.

(2) The Technical Director/pharmacist shall not in any way be required to indemnify the
Company for any losses or costs incurred due to any act or omission of employees
under his supervision.

(3) This agreement shall not restrict the pharmacist from offering his professional
services elsewhere. However, in so doing, the pharmacist shall keep all information
that is not public knowledge or commonly known about the Company confidential.

6. Remuneration
(1) In consideration of the Pharmacist Services offered by the Technical Director, the
Company shall promptly pay the Technical Director a monthly professional net fee of
 Uganda Shillings …………………………………... The remuneration shall be
provided by the Company on a prepaid basis as provided by Clause 4.B of this
Contract and any outstanding remuneration benefits shall be governed by Clause 4.C
of this Contract.

(2) The Company shall compensate the Technical Director for costs reasonably incurred
in executing his duties for the benefit of the Company.

(3) The pharmacist shall further be entitled to a net supervisory allowance of Uganda
Shillings …………………………............ paid for actual supervision done on any
calendar day of each month. The duration for each supervisory visit will not be less
than 1 hour.

(4) The pharmacist will in addition be compensated for any tools he develops that will aid
the operations of the firm. In such cases rates will be agreed upon between both
parties.

7. Warranties
(1) The Company warrants to pass and register an ordinary resolution adopting and
ratifying this contract and appointing the Pharmacist as a Technical Director in the
Company in accordance with S.14 of the National Drug Policy and Authority Act and
as required by Company law and pursuant to the Company’s Articles of Association.
The Company also warrants to provide for the remuneration of the Technical Director
in said resolution as specified under Clause 6 of this Contract.

(2) The Company warrants that the Technical director shall be allowed and afforded all
facilities and flexibility to execute his supervisory tasks, control the dispensing of
restricted drugs, ensure general compliance with the NDPA Act and perform any
other technical functions of a pharmacist.

8. Term and Termination

A. Term
This Agreement will come into force on the Effective Date first above written and
will continue in force until and upon Termination in accordance with this Clause
(Clause 8).

B. Termination
The pharmacist may terminate his services upon any form of breach of contract or
agreements on the side of the Company and the Pharmacist shall have the right to
terminate his contract with the Company in the event that Clauses 4.B and 4.C are
breached.

C. Notice
This Contract may be terminated by either party upon thirty (30) days written notice
to the other party in the event of a breach of a material provision of this Agreement by
 the other party, provided that, during the thirty (30) days period, the breaching party
fails to cure such breach. In the event of termination in lieu of notice, the Company
shall pay the pharmacist a net pay of Ugshs7,000,000 if it intends to terminate the
contract without notice.

D. Procedure for Termination

Upon failure of the breaching party to cure the breach for which notice is given under
Clause 8.C of this contract, the innocent party may terminate this contract after which
all obligations and responsibilities of either party shall seize, save for the rights of the
innocent party to receive remedies for the breach and the right of the Technical
Director/Pharmacist to be paid all his outstanding remuneration and benefits.

Upon Termination of this contract, the Company shall pass an ordinary resolution
removing the Pharmacist as a Technical Director of the Company and in the event that
the Company fails to comply with this clause, the Company will be obligated to
compensate the Technical Director a monthly sum of Uganda shillings 250,000 for
each week that the Pharmacist remains registered as a Director of the Company at the
registry of Companies and in which case, this contract shall remain in force until and
upon said compensation is paid in full by the Company to the Pharmacist.

9. Notices

If one party is required or permitted to give notice to the other under this Contract, such
notice shall be deemed given either (a) when transmitted by email or (b) by written letter
addressed to the recipient provided that such letter must be delivered to his/her person or (c)
at such other address or communication means as the party may specify in writing in
accordance with this paragraph.

10. Time of the Essence

Time is of the essence to the performance of the parties’ obligations under this Contract.

11. Agreement Binding on Successors

This Contract shall be binding upon the successors, heirs, assignees and administrators of the
Company.

12. Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or
subsequent default of the same or other provisions of this Contract.

13. Severability

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction,

such invalidity shall not affect the validity or operation of any other provision and such
invalid provision shall be deemed to be severed from the Contract.
14. Integration

This Agreement constitutes the entire understanding of the parties, and revokes and
supersedes all prior agreements between the parties and is intended as a final expression of
their Agreement.

It shall not be modified or amended except in writing signed by the parties hereto and
specifically referring to this Contract. With the exception of the Company’s Articles of
Association which must not be amended or varied to the detriment and loss of the Technical
Director, this Contract shall take precedence over any other documents which may be in
conflict therewith.

15. Arbitration

Any dispute, controversy, or claim between the Parties arising out of this Contract or the
breach, termination, or invalidity thereof, unless settled amicably within 30 days, shall be
referred by either party to arbitration before the Pharmaceutical Society of Uganda.

16. Jurisdiction & Disputes

This Contract shall be governed by the laws of the Republic of Uganda. The parties consent
to the jurisdiction of the Ugandan courts to which recourse shall be had in the event that
amicable settlement and Arbitration as provided for in Clause 16 fails.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

NAME: ……………………………………………. SIGN: ………...………………………

(For and on behalf of Life Save Pharmacy Ltd)

NAME: ……………………………………………. SIGN: ………………………………..

Pharmacist/Technical Director

ALL IN THE PRESENCE OF:

………………………………………………………
WITNESS