Memorandum of Understanding between Vertix International, Peshawar being the lead partner, and Dr.

Qamar-uz-Zaman & his operational team, being secondary partner for establishing Research & Analysis Wing in Vertix International, Peshawar. Preamble The aforementioned partners on this date --/--/2013 have established a partnership for the implementation of above mentioned wing, entitled Research & Analysis Wing in Vertix International, Peshawar. The lead partner will make overall coordination to clients etc, and the overall operations of the wing will be undertaken by secondary partner. Objective Being a Professional and renowned Company Vertix Internationals focus on distribution and supply of standard Medical & Laboratory Equipments with its specialist, service and business oriented system. This continuous pursuit to develop and provide the best quality of services to clients leads Vertix International to establish a Research & Development Cell for achiving high level of competency. By engaing in this partnership both partners will develop a cohesion that will lead them both to achieve strategic goals as desired.

Lead partner and partners of the partnership The Partnership is led by: Mr. Askar Pervaiz c/o Mr. James Iqbal Chief Executive Vertix International, Peshawar. With Dr. Qamar-uz-Zaman University of Peshawar Management arrangements The Lead Partner will: Provide administrative support to second partner during implementation of a project. Search & analyse different opportunities offered by market and forward it to second partner for necessary action. Provide all strategic support to second partner for effective & smooth implementation of activity in hand. Provide logistic support to carry out activities of Research & Analysis Wing. Provide legal cover to activities undertaken by the second partner. Pay all taxes, registration fee, call deposit etc for applying for a competition.

Make necessary arrangements for taking part in competitive bids on offered. Provide requisite human resource for maintaining wing administrative activities.

The Second Party Will: Carry out all kind of research and analysis activities taken under the banner of lead partner. Prepare concept paper, research proposals, reports etc on behalf of lead partner for submission to opportunities offered. Hire required human resource on behalf of lead partner on temporary basis (where needed) to carry out its activities. Provide technical support to lead partner on activities on offer.

General Conditions
1. Partnership: the members of the partnership have jointly agreed to this MoU in which the intentions and agreements have been described for Research & Analysis Wing. The partners also agree on actively participating in the all programs undertaken by this wing, meaning that they will make available their experiences to other partners. 2. Time Frame: this MoU has been established will last till 31 December 2013 or any other date agreed upon by the partners, but in that case earlier than 31 December 2013. 3. Expenditures: the total direct costs related to the implementation of this partnership will be bear as follows: Fixed Cost i.e. preparation of call deposit, vehicle & POL expenses, logistic & administrative approval expenditure will bore by lead partner. Variable Cost i.e. hiring/ salaries of temporary staff for project, expenditure on research activities, surveys, printing, publications etc will be bear by second partner.

4. Budget Sharing: This MoU allows both partners to accept that after working out of all expenses mentioned above in General Condition 3: 25% of the project profit will be taken by Lead Partner. 75% of project profit will go to second partner. 5. Project Management: the partners in the partnership agree to mandate the Director (Research & Analysis Wing to: - Invite regularly the partners for coordination meetings, discussing progress and exchanging experiences. - Represent the other partners in the partnership in the context of this project and based on the partnership proposal including the budget. - Finalise work plans, reports, proposals and budgets on behalf of all partners after due consultation. With regard to preparing budgets the Director is mandated to make amendments up to 10% (within the total budgeted amount) in a coherent manner without seeking approval from the lead partner. - Sign financial applications to clients etc on behalf of the lead partner, and shall submit all reports to lead partner. - Authorise the signing of contracts for the procurement of project goods, service delivery and/or any sub-contracting with other partners within the normal procedures of lead partner, whenever required. 6. Withdrawal: if a partner no longer desires to be part of the partnership, a notice of one months is required to lead partner. If due to reasons of misconduct, the partnership unanimously (this means by all other partners) decides that one of the partners should no

longer be part of the partnership, the partnership can give reasons and 1 months notice to the party concerned. 7. Breach of Conduct, theft and misappropriation of funds: general rules of good conduct are to be maintained by all staff active in the project at any time. Any occurrence, related with misuse of money or assets, including transport, promises and payments to officials is dealt with directly by the Director (Research & Analysis Wing) who may insist on immediate action. 8. Dispute: In case of dispute, the parties involved agree to come to an arrangement acceptable to all parties, before seeking judicial action and/or seek arbitration under prevalent Pakistan law will be applicable.

James Iqbal, Chief Executive, Vertix International, Peshawar

Dr. Qamar-uz-Zaman, University of Peshawar. Date: