Preliminary draft

TALENT AGREEMENT

This Talent Agreement (“Agreement”) is made at Mumbai on this the____dayof ___, 20210by and
between:

M/s Gufic Biosciences Ltd.., a company incorporated under Indian laws with its registered office at
37, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400069 and Corporate office
at SM House, 11 Sahakar Road, Vile Parle (East), Mumbai-400057 (hereinafter referred to as
“GUFIC” which expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors in interest and permitted assigns) of the FIRST PART;

AND

M/s Alchemist Marketing Solutions, a company having its office at atD-501, The Ark, Vakola
Pipeline, Santacruz East, Mumbai 400 055, represented by its Managing Director Mr. Manish
Porwal____________________hereinafter referred to as the “Service Provider”which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors
and permitted assigns) of the SECOND PART;

(GUFIC and Service Provider are hereinafter collectively referred to as the “Parties” and
individually as the “Party” as the case may be)

INTRODUCTION

A.GUFIC is, inter alia, engaged in the business of manufacture, marketing, distribution and sale of
pharmaceutical products.

B. GUFIC has recently launched its products in dermatology under its Aesthaderm Division

[C.] For the marketing of the said division and its other products, GUFIC wishes to engage the
Service Provider for services of the TalentTalent “Ms. Lisa Ray”, as defined below, to do an
advertisement film for the promotion of its newly launched derma products _________ and
__________ and also some of its existing products (hereinafter referred to as the “Products”)

[D.] The Service Provider has represented that the Ms. Lisa Ray Talent havehas engaged the
Service Provider to negotiate contracts for the rendition of the Talent’s professional services
as an artist, or otherwise, in the fields of motion pictures, legitimate stage, radio broadcasting,
television and other fields of entertainmentand the Service Provider hereby agrees to provide
Services (as defined below) to GUFIC solely through the Talent.

[E.]The Service Provider recognizes and understands that in lieu of the consideration/feeas agreed
into this Agreement the Talent shall perform the Services and obligations mentioned under
this Agreement.

C.[F.] GUFIC has agreed to engage the Service Provider and the Talent to render the Services
and the Service Provider and the Talent, jointly and severally, hereby agree to provide the
Services on the terms and conditions as set out in this Agreement.

The Parties agree to the terms and conditions set out in this Agreement:
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1. DEFINITIONS

In this Agreement, unless repugnant or contrary to the context hereof, the following terms,
when capitalised, shall have the meanings assigned herein when used in this Agreement.
When not capitalised, each word shall be attributed its ordinary meaning: -

1.1. “Audio Visuals” means and includes short audio visual film meant to describe the content of
the Advertisement.

1.2. “Effective Date” means the date of execution of this Agreement.

1.3. “Force Majeure Event” means any event beyond the reasonable control of a Party and which
could not reasonably have been foreseen or provided against arising from an event such as
earthquake, flood, tsunami, epidemic, riot, civil disturbance, war, acts of terrorism, national
emergencies, pandemic situation or acts of God.

1.4. “Production House” shall mean the agency involved in the production activities of the
Advertisement for GUFIC.

1.5. “Services” shall mean and include all the services as set out in Schedule A of thisAgreement.

1.6. “Shoot Schedule” shall mean the schedule set out in Schedule Adrawn up by GUFIC during
the Term, specifying the date, time and location for the Talent to render the Services.

1.7. “Talent” shall meanMs.Lisa Rayhaving her father’s name as ___________.

1.8. “Term” shall mean six months from February 01, 2021 (“Effective Date”).

1.9. “Indian Rupees” or “INR” means the lawful currency of India.

2. SERVICES TO BE RENDERED BY THE SERVICE PROVIDER AND THE

TALENT

The Service Provider agrees and shall ensure that the Talent renders the following Services
to GUFIC during the Term of this Agreement:

2.1 The Talent shall perform as a lead actor for the advertisement showcasing the Talent
promoting the products of Gufic

[2.2] The Talent shall attend all scheduled shoot days,on the scheduled dates as set out in the Shoot
Schedule.

[2.3] The Talent shall allow her face, name, signature, voice and approved photograph to appear on
and to be used in relation to the Advertisement in all media including, but not limited to, the
press, internet, radio, television (including cable), satellite television, promotional events or
any other medium internal purpose only and the company website for the given term,
existent now or developed in future.

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[2.4] GUFIC shall not cover any costs of wardrobe, make-up, traveland accommodation for any such
promotion, which does not include public ticketed engagements, or sponsor events.

[2.5] The Talent shall record and send additional or patch Voice Over recordings as required by
GUFIC.

[2.6] The Talent acknowledges and accepts that while GUFIC has the editorial and creative control
over the advertisement it shall meaningfully consult with the Talent through the service
provider and result of the Services and any decision of GUFIC in this regard shall be final
and binding on the Parties. The Talent further acknowledges that GUFIC shall have the sole
right to makeand changes made and the final product will need to be shared with the Talent
before releasing. changesin the Advertisement at any time in its sole discretion, and
GUFICmay or maynot share any changes prior to them being finalised.
[2.7]
[2.8] The Talent grants GUFIC or its agents, affiliates or assigns the right to use the likeness, face,
name, signature, voice, photographs, caricature, biographical data or image of the Talent to
be used in connection with any, sponsorship integrations or services of any kind in relation
to the Advertisement.

[2.9] GUFIC retains the exclusive right of syndication or resale of any nature including the right to
use and grant others the right to use the Talent's name, voice and likeness or any other rights,
in connection with the Advertisement, without any further compensation to the Talent and
without any prior approval of the Talent.

[3.] TERRITORY
The Material produced for GuficProducts shall be used in India only (the “Territory”), during the
term.

3. MATERIAL
It is understood that under this Agreement, GUFIC will have the right to create, make, produce,
and/or use” hereunder, any advertising or communication materials audio-video material which will
be used for promotion at doctor outlets only and on the website during the specifies term
(hereinafter “the Material”) .

6. USAGE RIGHTS
Gufic would have the rights of use the Material in the Territory soleysolelyfor the purposes of
marketing, promoting and advertising the Products, internally and at doctor outlets only.

4. ENGAGEMENT OF THE TALENT

[4.1] The Service Provider shall ensure that the Talent renders the Services toGUFIC and any such
other contributions and assistance as may reasonably be required by GUFIC in respect of
recordings, appearances, meetings and other work directly related to presenting and
conducting the Advertisement in the Territory.
[4.2] Gufic warrants that it shall use the advertisement material solely for a period of six (6) months
from the Effective date, after which Gufic shall not be entitled to use the same for the
promotion of its product.
4.1 The Talent is to provide one video for the promotion of the said products, which will be used
for promotions at doctor outlets only and the website for the given term

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5. OBLIGATIONS OF THE SERVICE PROVIDER/TALENT

The Service Providerthrough the Talent shall discharge the following obligations in relation
to the Agreement to the best of Talent’s ability and skill: -

5.1 Keep GUFIC informed of the Service Provider’s telephone number, and contact details
during the Term of the Agreement so as to enable GUFIC to contact them if so required.

5.2 Render the Services to the best of Talent’s abilities and in accordance with GUFIC’s
scheduling and production requirements, and subject to GUFIC’s direction and control as
per the Shoot Schedule.

5.3 Provide first-call, first priority to the Services, during the production period,as well as for the
other Services as contemplated under this Agreement. GUFIC recognises the Talent’s
contractual obligations and services to that contract are her first priority, outside of the
GUFIC production period.

5.4 Always be presentable and in a condition fit to render the Services at such location/s from
time to time as specified by GUFIC.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Service Provider represents and warrants that it is free to enter into this Agreement
forand on behalf of the Talent and it is the sole, absolute and unencumbered legal and
beneficial owner of all rights granted to GUFIC in respect of the Services that are rendered
under this Agreement, and that the Talent is not under any disability, restriction or
prohibition, whether legal or otherwise, which might prevent or hinder her from performing
any of the obligations provided in this Agreement.

6.2 The Talent will not, at any time, during the Term, make any grant or enter into any
understanding, assignment or agreement, which will have material conflict or interfere with
the rights granted to GUFIC under this Agreement in respect of the Advertisement and the
Services during the term.

6.3 Each of the Parties represents that it has read and understood the terms and conditions of the
Agreement, and undertakes to fulfil all obligations under this Agreement.

6.4 The Service Provider undertakes that the Talent shall not at any time during the Term, do
any act which may prejudiceGUFIC, the Advertisement or the Channeland/or expose
GUFIC to civil and/or criminal proceedings.

6.5 The Service Provider and the Talent shall abide by the policy and guidelines of GUFIC as
amended from time to time.

6.6 The Service Provider and the Talentundertakes that in rendering Services under this
Agreement they will not infringe the copyright or any other right of any third party
throughout the Territory.

6.7 The Service Provider and the Talent agree that the Agreement is of personal nature and time

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is of utmost importance and undertakes to be present for the shoot and the services pursuant
thereto on scheduled dates, time and venue.

6.8 The Service Provider and the Talent shall not at any time, without prior written permission
of GUFIC, use GUFIC’s or those of any of affiliated or associated companies media names,
logos or trademarks, in connection with any kind of advertising, promoting, publishing,
publicity material, merchandise, tie-ups, product or service.

6.9 The Talent understands that the Service Provider shall secure suitable insurance policy to
cover all of the risks during the shoot for the Advertisement. However, at Talent’s
discretion, Talent may maintain his/her own suitable insurance cover for the unlikely events
of death or any injury caused to the Talent at the time of shooting of the Advertisement or in
relation to any activity in relation to the Advertisement, and GUFIC shall not be responsible
for the same. Further, the Talent agrees that his/her agents, heirs, successors and assigns
shall not make any claim(s) against GUFIC of any nature whatsoever.

6.10 The Service Provider and the Talent acknowledges that they are not entitled to order any
goods or services, or to pledge or commit the credit of GUFIC nor make any payment or
agree to pay any person whatsoever without the prior written consent of GUFIC.

6.11 The Service Provider and the Talent shall, on expiry or termination of this Agreement,
deliver to GUFIC on request, all property of GUFIC which may be in the Talent’s
possession, except that the Talent may retain such material as may be agreed with GUFIC
for the Talent’s personal reference.

6.12 The Service Provider and the Talent warrants that they shall not indulge in any act(s), which
are outside the parameters of any laws, which may be in force in India, including but not
limited to, the Indian Penal Code, 1860 and the Narcotic Drugs and Psychotropic Substances
Act, 1985.

7. TALENTS’ FEE

7.1 Subject to timely and satisfactory performance of the Services and obligations by the Talent
under this Agreement, GUFIC shall pay to the Talent an all- inclusive and consolidated
amount of INR 7,35,000/- (Indian Rupees Seven Lakhs Thirty Five Thousand Only)
(“Consideration”)plus Goods and Services Tax at applicable rates, which shall be paid as
per the payment schedule set out herein below.

Sr. No. Cost Head % of Total Amount (INR)

Consideration amount

1 Confirmation 50 3,67,500

2 Day of Shoot 35 2,57,250

3 Final Delivery 15 1,10,250

7.2 GUFIC shall be entitled to deduct any applicable withholding taxes from the said
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Consideration.

7.3 The Consideration shall be paid within 30 days of receipt of proper tax invoice upon
becoming due. It is further agreed that GUFIC shall be entitled to claim damages, penalty
and/or withhold the Talent’s Fee in the event Talent fails to render the Services to the
satisfaction of GUFIC.

8. TIMING FOR PERFORMANCE

The Parties hereto agree and acknowledge that the time of performance of the obligations of
the Talent is of essence. The Service Provider shall take all steps necessary to ensure that its
respective obligations under this Agreement are fulfilled on or prior to the time specified for
fulfilling of such obligation under this Agreement.

9. TERMINATION

9.1 In addition to the rights granted to GUFIC herein above, this Agreement may, at the option
of GUFIC, be terminated at any time prior to the expiry of the Term of this Agreement on
the happening of any of the following events after giving 24 (Twenty Four) hours prior
notice in writing: -

(i) In the event that the Talent commits any act or omission which constitutes a breach
under this Agreement, including the refusal or failure to perform any obligations
under this Agreement;

(ii) Any conduct which the Talent intentionally engages in, which is directly or
indirectly detrimental to the business, goodwill or good name of GUFIC or the
Advertisement/Channel;

(iii) If the Talent shall at any time or for reason or on any account whatsoever during the
term or any extended term of this Agreement become incapacitated by accident or ill
health, whether physical or mental, or for any other reason becomes incapacitated
from rendering the Services under this Agreement for more than 72 (Seventy Two)
hours.

9.2 Notwithstanding the foregoing, either party may at any time by giving 72 (Seventy Two)
hours’ notice in writing to the Talent, terminate this Agreement without assigning any
reason whatsoever.

9.3 Consequences of Termination

a. GUFIC shall be at liberty to appoint any other artist for the Advertisement;
b. The Talent shall forthwith place at the GUFIC’s disposal and control all the script,
material or information etc. in his possession with respect to theAdvertisement and
certify so in writing to GUFIC;
c. Notwithstanding anything stipulated in this Agreement elsewhere, upon termination
by GUFIC, the Consideration paid till such termination shall be deemed to be the
full and final payment of Consideration under this Agreement and GUFICshall no
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longer be under any liability to pay any further amount to Talent, whatsoever.
Further, no Association or Federation or Guild shall have any jurisdiction in this
matter.The termination of this Agreement shall not affect the liability of either Party
for breach of the provisions of Confidentiality.

10. INDEMNITY

Without prejudice to the other provisions of this Agreement or any other rights of each of
the Parties, the Indemnifying Party shall indemnify and keep indemnified to
theIndemnified Party from and against any and all actions, suits, claims, proceedings,
costs, damages, judgements, amounts paid in settlement and expenses (including, without
limitation, attorneys' fees and disbursements) (collectively "Loss") relating to or arising out
of:

10.1 Any inaccuracy in or breach of the representations, warranties, covenants, or undertakings

made by the Indemnifying Party; or

10.2 Any breach of this Agreement by an Indemnifying Party resulting from the Indemnifying
Party's negligence, misrepresentation or wilful misconduct in its performance of this
Agreement.

10.3 Any other conduct by the Indemnifying Party or its employees or agents as a result of which
the Indemnified Party is made a party to, or otherwise incurs any loss pursuant to, any
action, suit, claim or proceeding arising out of or relating to any such conduct;

10.4 Any act or omission undertaken by the Indemnified Party at the request of, on the advice of,
or with the consent of the Indemnifying Party; or

10.5 Any contravention of any laws and laws relating to and any action or proceedings taken
against the Indemnified Party, in connection with any such contravention or alleged
contravention by the Indemnifying Party.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 All of the Services and performance executed under this Agreement, including without
limitation, the performance of the Talent in the Advertisement (collectively, the
"Materials"), will be considered to have been specially ordered or commissioned by
GUFIC for use as an audio visual work or a supplementary work constituting a "work "
under and as defined in the Copyright Act, 1957. If, for any reason, any of the Materials are
held not to be a "work" as contemplated under the Copyright Act, 1957, then the Talent by
this Agreement hereby irrevocably grants and assigns, free and clear of any claims, all of the
Talent’s rights and interests in such Materials exclusively and in perpetuity, throughout the
universe, and in all media, now or later known or devised, including without limitation home
video exhibition and interactive media.

12. CONFIDENTIALITY

12.1 The Service Provider and the Talent acknowledge that pursuant to this Agreement, certain
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information, in connection with the performance of the Agreement, will be disclosed by

GUFIC to the Service Provider and the Talent which is confidential and/or proprietary in
nature, and includes data, information or documents, whether or not explicitly designated as
"confidential", disclosed or to be disclosed (including information transmitted in written,
electronic, magnetic or other form and also information transmitted orally, visually or by
other means) and any and all information which may be developed or created, in whole or in
part, directly or indirectly, from such information (altogether, “Confidential Information”).
The Service Provider and the Talent acknowledges and agrees that all Confidential
Information whether disclosed orally or in writing, is the property of GUFIC and is valuable,
special and unique to the business of GUFIC.

12.2 The Service Provider and the Talent agree that Confidential Information, which has been or
will be disclosed by GUFIC to the Service Provider and the Talent in confidence, will be
used only for performance under and in accordance with this Agreement.

12.3 The Service Provider and the Talent agree not to disclose any Confidential Information to
any person.

12.4 GUFIC and the Service Provider and the Talent reserve the rights to disclose such details of
arrangement under this Agreement if it is required to do so by statutory or other government
authorities as may be required under law.

12.5 This clause shall survive the termination of this Agreement.

12.6 Upon termination of the Agreement, the Service Provider and the Talent shall forthwith
return all Confidential Information or destroy such material, and confirm in writing to
GUFIC that all such material has been returned or destroyed in compliance with this
Agreement.

12.7 Public Announcement: No public announcement of the subject matter of this Agreement
shall be made by the Service Provider and the Talent except with the prior approval of
GUFIC.

13. MISCELLANEOUS

13.1 Independent Contractor: The Service Provider and the Talent’s relationship with GUFIC
is one of independent contractor, and nothing in this Agreement will be construed as
creating a partnership, agency or employment relationship between the Parties hereto.

13.2 Survival: All provisions of this Agreement that are by their context or nature meant to
survive the expiry or termination of this Agreement shall survive such expiry or termination.

13.3 Severability: The invalidity or unenforceability of any part of this Agreement shall not
affect the binding effect of the rest of the Agreement.

13.4 Waiver: The failure of any Party to insist, in any instance, upon performance of any of the
terms or conditions of this Agreement, or the waiver by any Party of any term or condition
hereof, in any one instance shall not be construed as a waiver of future performance of any
such term or condition, and the obligations of any Party with respect thereto shall continue

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in full force and effect.

13.5 No Assignment: The Service Provider and the Talent shall not assign or transfer in any way
his/her obligations including the provision of Services as specified herein to any third party
without the prior written consent of GUFIC.

13.6 Force Majeure:

13.6.1 None of the Parties shall be liable for any failure or delay in performance of any
obligation under this Agreement to the extent such failure or delay is due to a Force
Majeure Event. The Party having any such cause shall promptly but no later than
Seven (7) days thereof, notify the other Parties in writing of the nature of such cause
and the expected delay.
13.6.2 Any increase in Budget, and/or extension in Schedule time, and/or delay in the
Event’s completion due to a Force Majeure Event shall not be considered a
default/breach on the part of any Parties of its obligations, pursuant to this
Agreement. However, the Service Provider and the Talent shall not alter any of the
terms and conditions including Fee schedule that have already been agreed under
this Agreement citing Force Majeure as reason.
13.6.3 In the event continuance of service is suspended as a result of an event of Force
Majeure for a continuous period exceeding ten (10) days, then either party shall have
the right to terminate this Agreement.
13.6.4 Immediately after all the events of Force Majeure cease to exist, the Parties shall
initiate efforts for mutual agreement on the restoration of the services terminated
pursuant to provisions of this clause.

13.7 Notices: Any notices, requests, demands or communications to be given under this
Agreement should be in writing and shall either be delivered personally, or sent by
registered post, by courier or email. The address for service of each Party shall be the
addresses appearing above. Parties may change their address by delivering of such change of
address to the other Party.

13.8 Amendments: No modification or amendment to this Agreement and no waiver of any of

the terms or conditions hereof shall be valid or binding unless made in writing and duly
executed by both the Parties.

13.9 Disputes:
13.9.1 The Parties hereto undertake that any dispute that may arise between them shall first
be dealt with in the manner stated below, irrespective of any other recourse, which
any Party may have in law or in equity.
13.9.2 If any dispute arises between the Parties hereto during the subsistence of this
Agreement or thereafter, in connection with the validity, interpretation,
implementation or alleged material breach of any provision of this Agreement or
regarding a question, including the questions as to whether the termination of this
Agreement by one Party hereto has been legitimate, both Parties hereto shall
endeavour to settle such dispute amicably. If the Parties fail to bring about an
amicable settlement within a period of thirty (30) days, either Party to the dispute
may give ten (10) days’ notice of invocation of the arbitration provisions contained
herein, to the other Party in writing.
13.9.3 The dispute shall be referred to a sole arbitrator to be appointed solely by GUFIC.
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The venue of the arbitration shall be Mumbai. The Arbitration proceeding shall be
governed by the Arbitration and Conciliation Act, 1996, amended from time to time.
The Arbitrator’s award shall be substantiated in writing. The costs of arbitration
procedure shall be borne equally by the Parties.

13.10 Jurisdiction: The parties submit all their disputes arising out of or in connection with this
Agreement to the exclusive jurisdiction of the Courts of Mumbai.

13.11 Interpretation: In the event that any provision of this Agreement is held by a court or other
tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed
modified to the minimum extent necessary to render the provision enforceable in a manner
that most closely represents the original intent of the Parties. In such event, the remaining
terms and conditions of this Agreement will remain in full force and effect and enforceable.

13.12 Entire Agreement: This Agreement constitutes the entire agreement between the Parties
with respect to the subject matter hereof to the exclusion of and shall supersede all prior
agreements, understandings and assurances, either written or oral relating to the subject
matter of this Agreement.

AGREED, SIGNED AND DELIVERED

1. Gufic Biosciences Limited

________________________
Authorized Signatory
[NAME]
[DESIGNATION]

2. [SERVICE PROVIDER___________]

________________________

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SCHEDULE A

SHOOT SCHEDULE

1. Scenario 1 : shoot in the talent's city and no travel involved

 Nnumber of shoot days - 1

 Dates of shoot dates: TBC
 Name of location/city: Canada
 Details of their role :To create a promotion video for Aesthaderm and Stretchnil

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