AGREEMENT

FOR PRODUCT ARTWORK DEVELOPMENT AND ADAPTATION SERVICES

THIS AGREEMENT for Product Artwork Development and Adaptation Services (“Agreement”) is
executed at ________ on this ________ day of ________________ 2022 by and between:

Pristine Ingredients Pvt. Ltd. (formerly 3F Fuji Foods Pvt. Ltd.), a Second Party incorporated and
governed under the Laws of the Companies Act of (1956 or 2013, as the case may be), having its
registered office at Survey No. 785, Burgul Village, Farooq Nagar Mandal, Ranga Reddy, Telangana -
509202, India, GSTIN 36AAACZ7367G1ZY, hereinafter referred to as the “First Party” (which
expression shall unless repugnant to the subject or context shall mean and include its successors and
assigns) of the FIRST PART.

And

_________________________, a Second Party incorporated and governed under the Laws of the
Companies Act of (1956 or 2013, as the case may be), having its registered office at
__________________________________________________ GSTIN ___________________,
hereinafter referred to as the “Second Party” (which expression shall always include unless repugnant
to the context, its executors, administrators, successors and assigns) of the SECOND PART.

First Party and Second Party are hereinafter jointly referred to as the “Parties” and severally as a
“Party”.

WHEREAS:

a) The First Party is engaged in the business of Manufacturing and Marketing of Food Products.

b) The Second Party is engaged in the business of providing services for Product Artwork
Development and Adaptation.

c) The Second Party has expressed their keen desire to provide the said services to the First Party
under this Agreement. The Second Party also represented that they have the necessary
infrastructure, manpower and experience in the above area and they possess the financial
capabilities to perform the above functions and such other functions as may be assigned to them
under this Agreement by the First Party from time to time.

d) On the aforesaid representation made by the Second Party to the First Party, the parties hereby
enter into this Agreement to provide the agreed services on the terms and conditions appearing
hereinafter.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND

BETWEEN THE PRTIES AS UNDER:
1. VALIDITY PERIOD OF AGREEMENT:

This Agreement shall commence from _______________ and shall expire on _______________
(both days inclusive) for 1 (one) Year unless terminated earlier in accordance with provisions of
termination. Both parties will have an option to renew the Agreement for such period and upon such
terms and conditions as may be agreed upon by mutual consent.

2. FIRST PARTY OBLIGATIONS:

2.1 First Party shall provide required information to the Second Party for Artwork development.

2.2 First Party shall have sole responsibility for ensuring the accuracy of all information provided
to the Second Party and warrants and undertakes to the Second Party that the First Party’s
employees assisting in the execution of an effort have the necessary skills and authority.

3. SECOND PARTY OBLIGATIONS:

3.1 Second Party shall put all the required information as instructed by the Second Party on the
product Artwork.

3.2 Second Party will purchase any graphics or images if required by First Party for Artwork
development. The charges for the graphics or images will be paid by the first party.

3.3 Second Party has to provide the finalised master artwork file within the stipulated time period.

4. CONTENT:

First Party agrees to provide all information or material which includes text, size, names, addresses,
phone numbers, E-mail id’s, URLs, logos, trade names, trademarks, service marks, endorsements,
photographs or likenesses pertaining to First Party products to the Second Party for Artwork
development.

5. REVISIONS AND ALTERATIONS:

5.1 The First Party shall be entitled for revisions and alterations to any Artwork submitted by the
Second Party to the First Party for approval. Any such alternations and receivables must not
be such that: a) the nature of the Artwork would be changed; or b) would be inconsistent with
the original instructions given by the First Party.

5.3 All requests for revisions and alterations by the First Party must be made in writing.

6. ARTWORK APPROVAL:

Before finalizing each Artwork, the Second Party shall send a draft or sample to the First Party for approval in
writing. The First Party may give: a) unconditional approval for the Second Party to proceed with the Artwork;
or b) conditional approval subject to revisions and alterations being made where the submitted Artwork does
not conform to the instructions received from First Party or the quality does not meet the required standard.

7. TIMELINE:

Time shall always be the essence of the Agreement. The Second Party shall provide the Services
within the stipulated time period, as agreed between the Parties. Any delay on part of the Second
 Party shall entitle First Party to engage any other party to provide the requisite services and claim
liquidated damages, provided the delay is not attributed to any force majeure conditions.

8. TERMS OF PAYMENT:

8.1 The Service fees will be based on the project requirement subject to written approval from
CEO of First Party.
8.2 The Service fee paid under this Agreement is inclusive of all taxes. Second Party shall submit
its invoice in the last week of every month. The payment for the invoices shall be made within
thirty (30) days of receipt to the designated bank account of the Second Party. All payments to
be made to Second Party under this Agreement shall be remitted in Indian Rupees.
8.3 All Payments made by the First Party shall be after deduction of tax at source wherever
applicable as per the provisions of the income Tax Act,1961.

9. CONFIDENTIAL INFORMATION:

It is understood between the parties hereto that during the course of business relationship, the Second
Party may have access to confidential information of First Party and it undertakes that that it shall not,
without First Party’s prior written consent, disclose, provide or make available any confidential
information in any from to any person or entity or make use of such information. This clause shall
survive the period of 5 years from the date of expiry of this Agreement or earlier termination thereof.
Second Party shall execute a Non – Disclosure Agreement with the First Party, in the template
provided by the First Party attached to this Contract as Annexure - 1.

10. SERVICE OF NOTICES:

Any notice or other communication required or permitted to be given between the parties under this
Agreement shall be given in writing at the following address or such other addresses as may be
intimated from time to time in writing

First Party’s:
Address: _______________________________________
Tel No.: _____________________
Email id: ____________________

Second Party’s:
Address: _______________________________________
Tel No.: _________________
Email id: ________________

11. TERMINATION:

Both the parties agree as follows:

11.1 This Agreement shall automatically stand terminated upon expiry of the Term.

11.2 This Agreement can be terminated by each party by giving prior written notice of forty-five
(45) days to the other party expressing such termination.

11.3 Upon expiry or termination as the case may be, all the arrangements, understandings and
Agreements shall cease to exist.
 11.4 Upon termination of this Agreement, Second Party agrees to promptly handover to First
Party, all the deliverable items including work-in-progress, in their “as is where as” condition
subject to receipt of all monies due and payable to Second Party till the date of termination
(including Fee, third party payments and any authorised charges / expenses incurred till the
date of actual termination).

11.5 Second Party agrees to provide a No Due Certificate after First Party clear all the dues.

11.6 Both the parties hereby agree that in case of non-performance or breach any of the above
clauses of this Agreement First Party reserves its right to terminate this Agreement with
immediate effect without giving any notice.

12. GENERAL TERMS:

12.1 Assignment: This Agreement and all rights hereunder are personal to Second Party and shall
not be assignable without Company’s prior written approval.

12.2 No Exclusivity: This Agreement is non-exclusive and does not obligate either party to
conduct business exclusively with the other party.

12.3 Force Majeure: Neither Party shall be liable in the event of failure or delay in the
performance of its obligations under this Agreement, as a result of extra ordinary
circumstances beyond its reasonable control, such as fire, storm, flood, earthquake,
explosion, accident, strike, acts of a public enemy, war, insurrection, sabotage, epidemic,
transportation embargoes or delays in transportation, act of God, acts of any Government
whether national, state, municipal or otherwise, or any agency thereof; provided, that the
party which has suffered a force majeure event shall (1) immediately notify the other party of
the occurrence and nature of such event and (2) use its best efforts to continue performing its
obligations under this Agreement.

12.4 Waiver: The waiver by either party of a breach or default of any of the provisions of this
Agreement by the other party shall not be construed as a waiver of any succeeding breach of
the same or other provisions nor shall any delay or omission on the part of either party to
exercise or avail itself of any right, power or privilege that it has or may have hereunder
operate as a waiver of any breach by the other party.

12.5 Entire Agreement and Amendments: This Agreement embodies all the terms and
conditions agreed upon between the Parties as to the subject matter of this Agreement and
supersedes and cancels all previous Agreements and undertakings, if any, between the Parties
with respect to the subject matter of that Agreement, whether such be written or oral. This
Agreement must not be altered, changed, supplemented or amended except by written
instruments signed by each Party.

12.6 Governing Law and Disputes: This Agreement shall be governed and interpreted in
accordance with the Laws of India. Any dispute arising out of or in connection with the
negotiation, execution, performance, or non-performance of this Agreement which cannot be
settled by the Parties through negotiations in good faith, shall be finally settled by one or
more arbitrators under the Indian Arbitration and Conciliation Act, 1996 and any statutory
modification or re-enactment thereof for the time being in force and the language of
arbitration shall be English and the place of arbitration shall be Hyderabad (City), Telangana
(State), India (Country).
 12.7 Counterparts: This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an Original, but all of which together constitute one and the same
instrument.

IN WITNESS WHEREOF THE FIRST PARTY AND THE SECOND PARTY ABOVE SAID
HAVE HERE HEREUNTO SBSCRIBED THEIR HANDS ON THE DAY MONTH AND
YEAR FIRST MENTIONED ABOVE IN THE PRESENCE OF THE FOLLOWING
WITNESSES:

On behalf of First Party On behalf of Second Party

Name: Bauddin Zahur Pathan Name: ______________________
Designation: Director and CEO Designation: _________________

______________________ ______________________
Signature and Seal: Signature and Seal:

WITNESS: WITNESS:

Name: Lipi Barman Name: ______________________

Designation: Marketing Manager Designation: _________________

______________________ __________________________
Signature and Seal: Signature and Seal:
 ANNEXURE - 1

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") entered into this ______ day of
___________________, 2022 by and between

Pristine Ingredients Private Limited (formerly 3F Fuji Foods Private Limited), a Company
incorporated and governed under the Laws of the Companies Act of (1956 or 2013, as the case may be),
having its registered office at Survey No. 785, Burgul Village, Farooqnagar Mandal, Ranga Reddy
District, Telangana - 509202, INDIA (hereinafter referred to as “Company” which expression shall
unless repugnant to the subject or on text mean and include its subsidiaries, associates, affiliates,
IFFCO group companies, successors and assigns) of the One Part,

And

_______________________________, a Company incorporated and governed under the Laws of the

Companies Act of (1956 or 2013, as the case may be), having its registered office at
____________________________________________________________ (hereinafter referred to as
“Recipient”, which expression shall unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its legal representatives, successors in business and assigns) of the Other
Part.
WHEREAS, Recipient has agreed to keep the information shared by the Company solely for the
purpose of services mentioned in the Agreement for Digital Marketing and Artwork Development for
Digital Marketing Services.
WHEREAS, in the course of Recipient extending its Services, the Recipient will have access to
Company’s technical data, technical specification, plans, equipment details, product particulars,
business details, customer data, contracts, policies, manufacturing policies, apart from access to
Company’s various other records and documents which has sensitive proprietary Confidential
Information of the Company including intellectual property rights, trade secrets, price, tech know-
how, technological developments, designs, drawings and new developments, strategic plans ,etc.
THEREFORE, the parties agree to enter into a confidential relationship governed by this Agreement
with respect to such disclosure by Company to Recipient and/or Recipient having accesses to certain
information of the Companies, solely for the limited purpose of the Recipient extending its Services.
1. Definitions. For purposes of this Agreement, "Confidential Information" shall include all
information or material that has or could have commercial value or other utility in the business or
prospective business of Company or its subsidiaries or affiliates. Confidential Information also
includes all information of which unauthorized disclosure could be detrimental to the interests of
Company or its subsidiaries or affiliates where such information is identified as Confidential
Information by Company. Confidential Information includes, but not limited to, any and all
information of the following or similar nature, whether or not reduced to writing: intellectual property
rights, business plans, strategies, forecasts, financial information, budgets, projections, business
details, employee data, customer and supplier identities, agreements, marketing knowledge and
information, raw material sourcing, sales figures, pricing information, marketing plans, software,
research papers, competitors information, contracts, policies, routines, quality control and
manufacturing procedures, processes, formulae, recipes, trade secrets, innovations, inventions,
discoveries, improvements, research or development and test results, programming, source code, data,
know-how, formats, plans, sketches, specifications, drawings, models, any technical documentation
and policies and any other information or procedures that are treated as or designated secret or
confidential by Company or its customers or potential customers. For purposes of this Agreement, the
term "Recipient" shall include Recipient, the company he or she represents, and all affiliates,
subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term
"Representative" shall include Recipient's employees, agents, and financial, legal, and other advisors.
2. Exclusions. Confidential Information does not include information that Recipient can demonstrate:
(a) was in Recipient's possession prior to it being furnished to Recipient under the terms of this
Agreement, provided the source of that information was not known by Recipient to be bound by a
confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to
Companies; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient,
generally known to the public; (c) is rightfully obtained by Recipient from a third party, without
breach of any obligation to Company; or (d) is independently developed by Recipient without use of
or reference to the Confidential Information.
3. Confidentiality. Recipient and its Representatives shall not disclose any of the Confidential
Information in any manner whatsoever, except as provided in paragraphs 4 and 5 of this Agreement
and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby
agrees to indemnify Company against any and all losses, damages, claims, expenses, and attorneys'
fees incurred or suffered by Company as a result of a breach of this Agreement by Recipient or its
Representatives.
4. Permitted Disclosures. Recipient may disclose Company’s Confidential Information to Recipient's
responsible Representatives with a bona fide need to know such Confidential Information, but only to
the extent necessary and only if such third persons are advised of the confidential nature of such
Confidential Information and the terms of this Agreement and are bound by a written agreement or by
a legally enforceable code of professional responsibility to protect the confidentiality of such
Confidential Information.

5. Required Disclosures. Recipient may disclose Company’s Confidential Information if and to the
extent that such disclosure is required by law or court order, the Recipient will use its reasonable
endeavours to secure that the information so disclosed will be treated confidentially and the Recipient
will promptly notify the Company in order to allow the latter to initiate legal proceedings to set aside
or limit the disclosure of Confidential Information.
6. Use. Recipient and its Representatives shall use the Confidential Information solely for the purpose
of its Services and shall not in any way use the Confidential Information to the detriment of Company.
Nothing in this Agreement shall be construed as granting any rights to Recipient, by license or
otherwise, to any of Company’s Confidential Information.
7. Acquisition of Information. Recipient shall not initiate or maintain contact, except for those
contacts made in the ordinary course of business, with any director, officer, employee or agent of
Company regarding its business, operations, prospects, or finances, except with the written approval
of Company.
8. Confidentiality of Services. Recipient and its Representatives shall not make any statement, public
announcement, and release to any trade publication or the press, or inform any third party of Services
provided to Company the sharing of Confidential Information.
9. Return of Documents. If Recipient does not provide Services, Recipient shall notify Company of
that decision and shall, at that time or at any time upon the request of Company for any reason, return
to Company any and all records, notes, and other written, printed or other tangible materials in its
possession, including all materials in optical or digital format pertaining to the Confidential
Information immediately on the written request of Company. The returning of materials shall not
relieve Recipient from compliance with other terms and conditions of this Agreement.
10. No Additional Agreements. Neither the holding of discussions nor the exchange of material or
information shall be construed as an obligation of Company to enter into any other agreement with
Recipient or prohibit Company from providing the same or similar information to other parties and
entering into agreements with other parties.
11. Irreparable Harm. Recipient understands and acknowledges that any disclosure or
misappropriation of any of the Confidential Information in violation of this Agreement may cause
Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees
that Company shall have the right to apply to a court of competent jurisdiction for specific
performance and/or an order restraining and enjoining any such further disclosure or breach and for
such other relief as Company shall deem appropriate. Such right of Company is to be in addition to
the remedies otherwise available to Company at law or in equity.
12. Survival. The obligations of confidentiality and other obligations stated in this Agreement shall
survive and continue to be in full force even upon completion of the Services tendered by the
Recipient.
13. Successors and Assigns. This Agreement and each party's obligations hereunder shall be binding
on the representatives, assigns, and successors of such party and shall inure to the benefit of the
assigns and successors of such party; provided, however, that the rights and obligations of Recipient
hereunder are not assignable.
14. Governing Law. This Agreement shall be governed and construed according to the Laws and
Regulations of India. Any dispute arising out of or in connection with this Agreement, including any
question regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration under the Indian arbitration and conciliation act, 1996. The number of arbitrators shall be
three, where one is selected by each Party and the two arbitrators will select the third. The seat of
arbitration shall be in Hyderabad (City), Telangana (State), India (Country) and the arbitration
proceedings shall be conducted in English.
15. Attorney's Fees. If any action at law or in equity is brought to enforce or interpret the provisions
of this Agreement, the prevailing party in such action shall be awarded its attorney's fees and costs
incurred.
16. Counterparts and Right. This Agreement may be signed in counterparts, which together shall
constitute one agreement. The person signing on behalf of Recipient represents that he or she has the
right and power to execute this Agreement.
17. Entire Agreement. This Agreement expresses the full and complete understanding of the parties
with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals,
agreements, representations and understandings, whether written or oral, with respect to the subject
matter. This Agreement may not be amended or modified except in writing signed by each of the
parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for
or against either party. The headings hereof are descriptive only and not to be construed in interpreting
the provisions hereof.
THIS AGREEMENT has been signed by both Parties through their duly authorized
representatives on the day and year first above written.
For Pristine Ingredients Private Limited For _____________________________
(formerly 3F Fuji Foods Private Limited)

By: Bauddin Zahur Pathan By: __________________________

Authorised Signatory Authorised Signatory
_________________________ _________________________
Signature and Company Seal Signature and Company Seal