Professional Service Agreement

This Agreement (“Agreement”) is entered into on _________ day of ________________,

2023 Between M/s Macleods Pharmaceuticals Ltd (PAN-AAACM4100C) having its
registered office at Atlanta Arcade, Marol Church Road, Opp. Hotel Leela, Andheri
(East) Mumbai-400 059 Macleods(hereinafter referred to as “Macleods or the
Company”) of the One Part AND Dr. _____________________________________________
residing / having address at____________________ ________________________________
______________________________________________________________________ and PAN
no.__________________________ (hereinafter referred to as “the HCP” which expression
shall unless repugnant to meaning or context mean and include his heirs, executors
and administrators) of the Other Part.
WHEREAS Macleods is a globally renowned pharmaceutical company involved in
manufacturing and marketing of pharmaceutical products in India.
WHEREAS the HCP is a qualified medical practitioner.

WHEREAS, the Company desires to engage the HCP, in a professional capacity for
rendering services related to PMS Questionnaires/CAMP/RTM/CME/ADBOARD, in
accordance with the terms and conditions set forth hereinafter.

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. ENGAGEMENT OF SERVICES IN PROFESSIONAL CAPACITY

The HCP, in his/ her professional capacity, shall be engaged by the Company for
rendering services as a more particularly set out above (“the Services”).

2. Compensation for Services and Other Payments

a. In consideration of the Services, Macleods shall, subject to applicable TDS, pay to
the HCP an amount of Rs. ____________/- (Rupees ________________________________
only). Macleods shall also reimburse reasonable out-of-pocket expenses incurred by
HCP in providing the Services. For avoidance of doubt, it is clarified that any such
reimbursements shall be in line with the travel policy of Macleods.

3. TERM AND TERMINATION

a. This Agreement shall commence on the "Effective Date" and shall automatically
terminate upon the completion of 1 year, unless expressly terminated in writing
prior to the expiry of 1 year
b. The Company may terminate this Agreement without cause, at any time, upon 30
days prior written notice to the HCP.

4. CONFIDENTIAL AND/OR PROPRIETARY INFORMATION

a. The term “Confidential Information” means any know-how, any intellectual
property of Macleods, data (whether patentable or not), technical or non-technical

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 information, any scientific or medical data, whether written, graphic, computer-
generated or orally furnished to the HCP including but not limited to trade secrets,
research and development, marketing practices etc. The HCP agrees that he/she
will not disclose the same to third parties by publication or otherwise or use the
same for any purpose other than providing the Services hereunder. The provisions
of this cause will survive termination of this Agreement for whatever reasons for
three (3) years.
b. The 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 as rendered by the 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. He/she is not an employee of any state or central government, university, or
program. In the event the HCP is an employee of any state or central government,
university, or program, he/she confirms that he/she has obtained the necessary
permission and a no objection from the relevant authority for entering into this
Agreement.

6. NO QUID PRO QUO

Nothing in this Agreement should be construed to:
a. require the HCP to promote, purchase, prescribe, or otherwise recommend
any Macleods’ products; or
b. interfere with HCP’s clinical decision-making.
c. be a quid pro quo between the Parties for anything other than specifically
mentioned herein.

7. 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 the HCP and Macleods agree to comply with applicable laws, regulatory
requirements and code of practices including all applicable anti-bribery laws.

8. This Agreement, along with any parts or schedules hereto, sets forth the entire
agreement between the parties relating to the subject matter.
The Parties hereto have signed and executed this Agreement in duplicate on the date
mentioned hereinbelow.

MACLEODS PHARMACEUTICALS LIMITED HCP

____________________________ Dr. _____________________

Authorised Signatory

Stamp and Sign Stamp and Sign

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