OPERATION & MAINTENANCE AGREEMENT

BETWEEN

“HETERO INFRASTRUCTURE SEZ”

[“THE COMPANY”]

AND

ROCHEM SEPARATION SYSTEMS (INDIA) PRIVATE LIMITED

[“THE CONTRACTOR”]

( Oct 2010)
CONTENTS

Article 1 – Definitions And Interpretations..................................................................1

1.1 Definitions......................................................................................................... 1

1.2 Interpretations...................................................................................................3

Article 2 – Scope of Work............................................................................................4

2.1 Scope................................................................................................................. 4

2.2 Operation and Maintenance..............................................................................4

Article 3 – Rights and Obligations of the Contractor...................................................4

3.1 Rights and Obligations with respect to Contract Labour...................................4

3.2 Log Book............................................................................................................6

3.3 Boarding and Lodging.......................................................................................6

Article 4 – Obligations of the Company.......................................................................6

4.1 Office and Storage Space..................................................................................6

4.2 Electricity, Clean sea Water and Chemicals......................................................6

4.3 Contract Labour.................................................................................................7

4.4 Insurance...........................................................................................................7

Article 5 – Consideration and Terms of Payment........................................................7

5.2 Manpower Charges............................................................................................7

5.3 O&M Charges....................................................................................................8

5.4 Penalty, Incentive and Minimum Payment.........................................................8

5.5 Payment Terms................................................................................................. 8

Article 6 – Term, Renewal and Termination................................................................9

6.1 Term..................................................................................................................9

6.2 Renewal of Agreement......................................................................................9

 6.3 Termination....................................................................................................... 9

Article 7 - Miscellaneous Provisions............................................................................9

7.1 Confidentiality................................................................................................... 9

7.2 Counterparts................................................................................................... 10

7.3 Entire Agreement............................................................................................10

7.4 Severability..................................................................................................... 10

7.5 No Assignment................................................................................................10

7.6 Alternative.......................................................................................................11

7.7 Waiver............................................................................................................. 11

7.8 Remedies.........................................................................................................11

7.9 Privity of Contract............................................................................................11

7.10 Relationship...................................................................................................11

7.11 Costs ............................................................................................................ 11

7.12 Notices.......................................................................................................... 11

7.13 Delivery.........................................................................................................12

7.14 Dispute Resolution........................................................................................12

7.15 Governing Law...............................................................................................12

Annexure I – Specifications of the Equipment..........................................................14

Annexure II – Desired Results with respect to the Equipment..................................14

Annexure III – Electricity and Sea Water...................................................................14

Power - free of cost...................................................................................................14

sea water - Clean sea water at 2 bar pressure at desalination plant Sand filter inlet
................................................................................................................................. 14
OPERATION & MAINTENANCE AGREEMENT

THIS AGREEMENT is entered into on this 25th day of Oct 2010

BY AND BETWEEN

Hetero Infrastructure SEZ, a company duly incorporated and registered under the Companies Act, 1956,
and having its registered office at Hetero Corporate, 7-2-A2, Industrial Estate, Sanath Nagar, Hyderabad
-500018acting through its authorized representative [●] (hereinafter referred to as the “Company”, which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include
all its successors and permitted assigns) of the ONE PART;

AND

ROCHEM SEPARATION SYSTEMS (INDIA) PRIVATE LIMITED, a company duly incorporated and registered
under the Companies Act, 1956, and having its registered office at 101, Dheeraj Arma , Anant Kanekar
Marg, Bandra (East), Mumbai – 400 051 acting through its authorized representative [●] (hereinafter
referred to as the “Contractor”, which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include all its successors and permitted assigns) of the OTHER PART.

Each party above named shall be referred to as a “Party” when referred to individually and shall be
referred to as “the Parties” when referred to collectively.

WHEREAS

(A.) The Company is engaged in the business of manufacture of Bulk Drugs.

(B.) The Contractor is engaged in the business of manufacture of Reverse Osmosis Desalination Plant.

(C.) The Company has purchased a PTRO Membrane Technology Based Sea Water Desalination
Plant of 1 MLD capacity, for its unit situated at Nakkapally (hereinafter referred to as the
“Equipment”) vide [●] dated [●]. (Insert details of purchase order.)

(D.) The Company wishes to appoint the Contractor for operation and maintenance of the Equipment
on the terms and conditions contained in this Agreement.

(E.) The Parties have agreed to execute this Agreement in order to crystallize the above-mentioned
understanding and the resultant relationship amongst the Parties hereto including their rights and
obligations and other matters in connection therewith.

IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE 1 – DEFINITIONS AND INTERPRETATIONS

1.1 DEFINITIONS

In this Agreement the following words and expressions shall have the following meaning unless
the context otherwise requires:

“Affiliate” shall mean, in relation to any Person, any entity Controlled, directly or indirectly, by
that Person, any entity that Controls, directly or indirectly, that Person, or any entity under

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common Control with that Person or, in the case of a natural person, any Relative (as such term is
defined in the Companies Act, 1956) of such person. For the purpose of this definition “Control”
shall mean and include the power to direct the management and policies of an entity whether
through the ownership of voting capital, by contract or otherwise, and a holding or subsidiary
company of any entity shall be deemed to be an Affiliate of that entity;

“Agreement” shall mean this agreement with the annexures hereto;

“Arbitration Act” shall have the meaning assigned to the said term in Article 7.14.2;

“Balance Hours” shall mean the total number of hours in a year minus the Operating Hours;

“Business Day: shall mean a day on which scheduled commercial banks in Mumbai are open for
business;

“Confidential Information” shall mean all communications between the Parties and all
information and other material supplied to or received by any of the Parties hereto from the others
or any trade secrets which is either marked “Confidential” or is by its nature intended to be
exclusively for the knowledge of the recipient alone, and any information concerning the affairs,
business transactions or the financial arrangements of either Party or of any Person with whom
any of them is in a confidential relationship and shall include the terms of this Agreement and all
connected documents and/or writings;

“Consultation Period” shall have the meaning assigned to the said term in Article 7.14.1;

“Equipment” shall have the meaning assigned to the said term in Recital C;

“Equipment Operator” shall mean the employees of the Company who are provided by the
Company to assist the contractor in performing the duties and obligations of the Contractor.

“Financial Year” shall mean a year commencing from 1st of April and ending on the 31st of
March next year;

“Input” shall mean the actual daily Feed from the said Equipment as per the flow meter installed
in the Feed Line and marked [●]. (Comment: This definition is incomplete.)

“Law” includes all statutes, enactments, acts of legislature or parliament, laws, ordinances, rules,
bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any
Government, statutory authority, tribunal, board, court or stock exchange and, if applicable,
international treaties and regulations;

“Manpower Charges” shall have the meaning assigned to the said term in Article 5.2.1;

“O&M Charges” shall have the meaning assigned to the said term in Article 5.3.1;

“Operating Hours” shall mean the running hours of Equipment.

“Output” shall mean actual daily Permeate from the said Equipment as per the flow meter
installed /calibrated in the permeate line.

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 “Person(s)” shall mean any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company, partnership, unlimited or
limited liability company, joint venture, Government authority or trust or any other entity or
organization;

“SBI PLR” shall mean the State Bank of India’s prime lending rate as declared by the State Bank
of India from time to time;

“Spares & Chemicals” shall mean all spares which also includes all chemicals (for dosing and
cleaning), filter material, lube oils, wear parts, consumables, spares including membranes etc ,
needed for performance of the Equipment

“Subcontractor” shall mean the subcontractor appointed by the Contractor in accordance with
Article 7.5;

“Taxes” shall mean all taxes, duties, or fees or octroi imposed or levied either by the central
government or the state government or any local authority.

“TDS” shall mean the tax deducted at source.

1.2 INTERPRETATIONS

In this Agreement, unless the context otherwise requires:

(i) references in this Agreement to the Parties include their respective permitted assignees and/or the
respective successors in title to substantially the whole of their respective undertakings and, in the
case of individuals, to their respective estates and personal representatives;

(ii) references to statutes or statutory provisions include references to any orders or regulations made
thereunder and references to any statute, provision, order or regulation include references to that
statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to
time whether before or after the date hereof (subject as otherwise expressly provided herein) and
to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or
replaced by such statute, provision, order or regulation;

(iii) headings to Articles, paragraphs and descriptive notes in brackets are for information only and
shall not form part of the operative provisions of this Agreement and shall be ignored in
construing the same;

(iv) references to Articles and Annexures are to Articles and Annexures to this Agreement. All of
these form part of the operative provisions of this Agreement and references to this Agreement
shall, unless the context otherwise requires, include references to the Recitals, Articles and
Schedules;

(v) the words “including” and “inter alia” shall be deemed to be followed by “without limitation” or
“but not limited to” whether or not those words are followed by such phrases or words of like
import;

(vi) words denoting persons include bodies corporate and unincorporated associations of persons;

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 (vii) references to the singular number shall include references to the plural number and vice versa;
and

(viii) words denoting one gender shall include all genders.

ARTICLE 2 – SCOPE OF WORK

2.1 SCOPE

The Company and the Contractor have agreed to enter into this Agreement for operation and
maintenance of the Equipment on mutually beneficial terms wherein the Contractor undertakes to
operate and maintain the Equipment for a consideration determined under this Agreement and
payable by the Company in a timely manner based on the invoices raised and rendered by the
Contractor in terms of Article 5.5.

2.2 OPERATION AND MAINTENANCE

In order to achieve the desired results specified in Annexure II, the Contractor shall carry out
Operations & Maintenance of the Equipment. The scope of work shall include:

(i) The Contractor shall carry out the operation and maintenance of the Equipment including routine and
preventive maintenance and emergency maintenance.

(ii) The Contractor shall operate and maintain the Equipment at the Company’s site where it is installed.

(iii) The Contractor shall provide the Company with at least one resident engineer, 03 trained operators and
additional maintenance engineers, if any, as and when required for the supervision of operation and
maintenance of the Equipment. The Contractor may supplement the personnel stationed at the Company’s
site for operation and maintenance of the Equipment with such number of personnel as it may deem
necessary from time to time.

(iv) The resident engineer and other personnel of the Contractor stationed at the Company’s site for operation
and maintenance of the Equipment shall report to the Company’s head of engineering department.

(v) The Contractor guarantees to the Company a minimum of 27500 Tons per month to be reviewed over 3
months.

(vi) Balance Hours shall be available to the Contractor for routine/ preventive maintenance and defect repair/
rectification.

(vii) The Contractor shall carry out all routine maintenance, preventive maintenance and defect repair/
rectification at the Company’s site. In the event a major overhaul of the Equipment is required to be
carried out at the Contractor’s factory, the Contractor shall dismantle the Equipment and transport the
same to its factory or any other site it may deem fit, to carry out the necessary repairs. In such an event,
the Contractor shall bear the cost of transportation and repair.

ARTICLE 3 – RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

3.1 RIGHTS AND OBLIGATIONS WITH RESPECT TO CONTRACT LABOUR

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3.1.1 The Contractor shall ensure that all the records such as muster rolls, returns, forms, registers,
cards etc., as may be required from time to time under various legislations including but not
limited to labour laws, shall be regularly maintained and updated. The Contractor will produce
such records before any government or regulatory authority and the Company, as and when called
for.

3.1.2 The Contractor shall pay the monthly/daily wages of the personnel deputed by the Contractor at
the Company’s site (including contract labour) on time.

3.1.3 The Contractor shall be solely responsible for any disputes, cases, complaints, reference etc. in
connection with the contract labour employed by the Contractor without any recourse to the
Company unless such dispute, cases, complaints, reference etc can be attributable to an omission/
commission of the Company.

3.1.4 In the event the dispute, cases, complaints, reference etc can be attributable to an omission/
commission of the Company, the Company shall suitably indemnify the Contractor.

3.1.5 The Contractor shall attend conciliation proceedings, proceedings of courts and tribunals etc.
from time to time and report the status of such pending matters, proceedings, cases to the
Company.

3.1.6 The contract labour employed by the Contractor for operation and maintenance of the Equipment
will not be considered as employees of the Company. The Company shall have no control,
whatsoever, on the personnel (including contract labour) deployed by the Contractor and the
Company shall not administer the affairs of the Contractor’s personnel.

3.1.7 The Contractor shall ensure that the personnel deployed by it at the Company’s site adhere to the
rules and regulations enforced by the Company.

3.1.8 The Contractor shall continue as an independent entity and shall have the right to decide the
conditions of work and terms of employment of the personnel deployed by the Contractor at the
Company’s site, during the pendency of this Agreement.

3.1.9 The Contractor shall decide the shift timings and working hours for its personnel deployed at the
Company’s site and the Company shall not interfere with the same. The Contractor will
administer, supervise, check and issue necessary directions to contract labour employed by the
Contractor.

3.1.10 The Contractor shall adhere to all rules and regulations, as may be applicable from time to time,
with respect to contract labour including but not limited to the Contract Labour (Regulation &
Abolition) Act, 1970, the Minimum Wages Act, 1948, the Factories Act, 1948, Employees
Provident Fund & Miscellaneous Provisions Act, 1952, Bonus Act1965.

3.1.11 The Contractor shall make necessary contribution for his employees under ESI, PF and other
statutes as applicable from time to time.

3.1.12 In the event the Contractor fails to comply with the provisions of any rules and regulations
applicable to him, the Company shall have the right to impose appropriate penalty on him and
deduct the amount from his monthly bill after giving a written notice.

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3.2 LOG BOOK

3.2.1 The Contractor shall maintain a log book during the currency of this Agreement while
supervising the operation and maintenance of the Equipment, recording the various parameters as
per pro-forma.

3.2.2 The log book maintained by the Contractor shall be the property of the Company. However, the
Contractor shall have the right to retain one copy of the log book for its records. The copy of the
log book shall be countersigned by the authorised representative/ employee of the Company.

3.3 BOARDING AND LODGING

3.3.1 The Contractor shall have to arrange its own boarding and lodging facilities for their Resident
Engineer and Staff.

3.3.2 The contractor has to make own arrangements for local conveyance and also for the movement
inside the plant premises.

ARTICLE 4 – OBLIGATIONS OF THE COMPANY

4.1 OFFICE AND STORAGE SPACE

4.1.1 The Company shall provide to the Contractor, free of charge, one furnished office at site.

4.1.2 The Company shall provide to the Contractor, free of charge, adequate space for storage of
spares, chemicals, etc. to be used for the operation and maintenance of the Equipment. The
Company will provide free access to the storage place to the personnel deputed by the Contractor
at the Company’s site. The Company will be responsible for providing adequate security and
safeguarding the spares against theft, pilferage etc.

4.1.3 All spares and chemicals stored at the Company’s site shall only be used for the operation and
maintenance of the Equipment.

4.1.4 All spares and chemicals stored at the Company’s site shall remain the property of the Contractor.
All defective spares parts and packing material and unused material at the end of term of
Agreement shall remain the property of the Contractor and shall be returned to the Contractor.

4.2 ELECTRICITY, CLEAN SEA WATER AND CHEMICALS

4.2.1 The Company shall provide to the Contractor, at no cost to the Contractor, an uninterrupted
supply of electric power and clean filtered Sea Water as specified in Annexure III. The
Company shall be responsible to have the clean Sea Water and permeate quality tested to
establish its quality at regular intervals or upon a request by the Contractor.

4.2.2 The Company shall provide all chemicals including but not limited to acid, caustic, lime if
required for pH correction and TSS settling of feed to the Contractor as per the Contractor’s
specifications at no extra cost to the Contractor.

4.2.3 The Company shall ensure all offline Dosing requirements to feed and permeate are provided as
per the Contractor’s requirement.

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4.3 CONTRACT LABOUR

4.3.1 The Company shall ensure that it is registered/ will register itself under the Contract Labour
(Regulation and Abolition) Act, 1970.

4.3.2 The Company shall ensure that it issues gate passes to the Contractor’s personnel including
contract labour deputed at the Company’s site.

4.3.3 In the event an injury is caused to the personnel deployed by the Contractor (including contract
labour) at the Company’s site due to circumstances attributable to the Company, the Company
shall be responsible to provide all First Aid medical facilities.

4.3.4 The Company shall provide safety equipment (if required) to all the personnel deployed by the
Contractor (including contract labour) at the Company’s site.

4.3.5 The Company will ensure that the work environment is safe and healthy. The Company shall
ensure that it holds periodical classes to educate the Contractor’s personnel on working hazards.

4.3.6 The Company will ensure cleanliness and removal of waste at the site.

4.4 INSURANCE

The Company shall procure adequate insurance cover from a reputable insurance company for the
Equipment and Spares including Contractor’s material against all risks including but not limited
to theft, earthquake, fire, floods, war, riots and civil disturbances, industrial strikes/ unrest, etc.
The Company will provide a copy of the insurance policy to the Contractor within 7 (seven)
Business Days of receiving the same.

ARTICLE 5 – CONSIDERATION AND TERMS OF PAYMENT

5.2 MANPOWER CHARGES

5.2.1 In consideration of the Contractor providing a resident engineer for providing supervision and
maintenance services, the Company shall pay a monthly charge to the Contractor irrespective of
the Equipment operating hours and Equipment output (the “Manpower Charges”) in accordance
with the table below:

Sr. Period Manpower Charges

No. From To

1. Oct 2010 Sept 2011 Rs.3.00/-per KL of permeate

2. 1 Oct 2011 30 Sept 2012 Rs.3.50/-per KL of permeate

3. 1 Oct 2012 30 Sept 2013 Rs.4.00/-per KL of permeate

5.2.2 The Manpower Charges are exclusive of all Taxes and Duties. Applicable service tax on the
Manpower Charges shall be paid by the Company in addition to the Manpower Charges. Any
future taxes and change in rate of taxes/ levies shall be borne by the Company.

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5.2.3 The Company shall deduct TDS as per applicable law while making payment of Manpower
Charges to the Contractor.

5.3 O&M CHARGES

5.3.1 In consideration of the Contractor providing operation and maintenance services of the
Equipment, the Company shall pay a monthly charge to the Contractor (the “O&M Charges”) in
accordance with the table below:

Sr. Period O&M Charges per month

No. From To

1. Oct 2010 Sept 2011 Rs.12.50 per KL of permeate

2. 1 Oct 2011 30 Sept 2012 Rs.12.50 per KL of permeate

3. 1 Oct 2012 30 Sept 2013 Rs.12.50 per KL of permeate

5.3.2 The O&M Charges are exclusive of all Taxes and Duties. Service tax on 100% amount of the O
& M Charges and CST/VAT on 60% of the O&M Charges shall be paid by the Company in
addition to the O&M Charges. Any future taxes and change in rate of taxes/ levies shall be borne
by the Company.

5.3.3 The Company will issue C form against every tax invoice raised by the Contractor at the end of
each quarter. In case of failure by the Company to issue the C form in time, the Company shall
reimburse the difference in VAT and CST including any interest and penalty incurred by the
Contractor as a result of the delay by the Company in providing the C form.

5.4 PENALTY, INCENTIVE AND MINIMUM PAYMENT

The penalty, incentive and minimum payment to be made to the Contractor with respect to the
operation and maintenance of the Equipment shall be in accordance with the terms provided in
order.

5.5 PAYMENT TERMS

5.5.1 The Contractor shall raise invoices for Manpower Charges and O & M Charges on the Company
by the 7th day of each succeeding month for charges payable with respect to the previous month.

5.5.2 The Company shall make payment with respect to invoices for Manpower Charges and O & M
Charges before 25th of every month. In the event the Company fails to make the payment within
the stipulated time, the Company shall pay an interest on the same amount @ 12% on prorate
basis.

5.5.3 The Company will issue TDS certificate with respect to all TDS deductions made by the
Company while making payments to the Contractor within thirty (30) Business Days of end of
every Financial Year.

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5.5.4 The Company and the Contractor will exchange their ledger statement every quarter to reconcile
their accounts.

ARTICLE 6 – TERM, RENEWAL AND TERMINATION

6.1 TERM

This Agreement shall become effective on the date of execution and shall continue to remain
valid and subsisting for a period of 5 years subject to Articles 6.2 and 6.3 below.

6.2 RENEWAL OF AGREEMENT

In the event the Company desires to renew the Agreement, it shall give to the Contractor a written
notice of its intention three (3) months before the expiry of the term of this Agreement. The
Contractor shall inform the Company, within one (1) month of receipt of the Company’s notice
whether it is desirous of renewing the Agreement and the Agreement shall be renewed on such
terms and conditions as may be mutually agreed to between the Parties.

6.3 TERMINATION

6.3.1 This Agreement may be terminated prior to completion of its term as provided in Article 6.1:

(i) based on the mutual agreement of Parties; or

(ii) at the option of the Company by giving a three (3) months written notice or payment of
an amount equal to three months Manpower Charges and O&M Charges to the
Contractor; or

(iii) at the option of the Contractor in the event that the Company fails to pay the Manpower
Charges or the O&M Charges to the Contractor for a continuous period of five (5)
months.;

6.3.2 Upon termination of this Agreement in terms of Article 6.3.1 above, no Party hereto shall be
entitled to make any claim against any other Party, save and except in respect of any prior breach
of this Agreement. Provided, that the provisions of Article 7.11 (Costs), Article 7.12 (Notices),
Article 7.14 (Dispute Resolution) and Article 7.15 (Governing Law) shall survive the termination
of this Agreement pursuant to this Article. Any termination shall not affect the accrued rights of
the Parties hereunder.

ARTICLE 7 - MISCELLANEOUS PROVISIONS

7.1 CONFIDENTIALITY

7.1.1 Confidentiality obligation

Subject to Article 7.1.2 below, each Party agrees with the others that it will keep confidential and
shall not disclose to any third Person any Confidential Information, which it holds or receives
during the currency of this Agreement and for a period of five (5) years after the expiry or
termination of this Agreement.

7.1.2 Exceptions

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 A Party may disclose Confidential Information:

(i) to the extent to which it is required to be disclosed pursuant to applicable Law, provided
that if any disclosure is required to be made to appropriate regulatory authorities or by
valid legal process, the disclosing Party must notify the other Party and a copy of every
public announcement must be given to the other Party before any public disclosure is
made;

(ii) to the extent to which it is specifically permitted by the other Parties in writing;

(iii) to the extent that the Confidential Information is publicly available and not by way of a
breach of an obligation to keep such information confidential; and

(iv) to its Affiliates, employees, partners, members, managers, consultants and professional
advisors, but only to the extent necessary and subject to such Affiliates, employees,
partners, members, managers, consultants and professional advisors and employees,
partners, members, managers, consultants and professional advisors of such Affiliates
accepting an equivalent confidentiality obligation to that set out in this Article.

7.2 COUNTERPARTS

This Agreement may be executed simultaneously in 2 (two) counterparts each of which shall be
deemed to be an original but all of which shall constitute the same instrument.

7.3 ENTIRE AGREEMENT

This Agreement, together with the Annexures and the documents referred to in it, contain the
whole agreement and understanding between the Parties with regard to the matters dealt with in
this Agreement and supersedes any prior agreement, understanding, arrangement or promises,
whether written or oral, relating to the subject matter of this Agreement. The Parties expressly
acknowledge that, in relation to the subject matter of this Agreement, each of them assumes no
obligations of any kind whatsoever other than as expressly set forth in this Agreement.

7.4 SEVERABILITY

A provision contained in this Agreement is enforceable independently of each of the others and
its validity will not in any way be affected by the invalidity or unenforceability of any other
provision hereof.

7.5 NO ASSIGNMENT

No right or obligation under this Agreement may be assigned or transferred by any Party or by
operation of Law or otherwise without the prior written consent of the other Parties except that
the Contractor shall have the liberty to subcontract/ assign the scope relating to manpower of this
Agreement to its agents, representatives or Affiliates. However this subcontracting of scope of
manpower shall in no way release the Contractor of its responsibility under the Agreement. The
subcontractor so appointed by the Contractor shall abide by all terms and conditions under the
Agreement.

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7.6 ALTERNATIVE

If any term or provision of this Agreement, turns out to be invalid, illegal or unenforceable in any
respect due to legal constraints under applicable Laws, the Parties shall make their best efforts to
find out the best alternative to achieve the objective or result intended by the Agreement in such
term or provision.

7.7 WAIVER

The failure of any Party to insist, in one or more instances, upon strict performance of the
obligations of this Agreement, or to exercise any rights contained herein, shall not be construed as
waiver, or relinquishment for the future, of such obligation or right, which shall remain and
continue in full force and effect.

7.8 REMEDIES

No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of

any other remedy which is otherwise available at Law, in equity, by statute or otherwise, and each
and every other remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at Law, in equity, by statute or otherwise. The election of
any one or more of such remedies by a Party shall not constitute a waiver by such Party of the
right to pursue any other available remedies.

7.9 PRIVITY OF CONTRACT

The terms of this Agreement may only be enforced by a Party to this Agreement.

7.10 RELATIONSHIP

The Parties to this Agreement are independent contractors. None of the Parties shall have any
right, power or authority to enter into any agreement for or on behalf of, or incur any obligation
or liability of, or to otherwise bind, the other Parties except as specifically provided by this
Agreement. Nothing in this Agreement shall be interpreted or construed to create an association
or partnership between the Parties or to impose any liability attributable to such relationship upon
any of the Parties nor, unless expressly provided otherwise, to constitute any Party as the agent of
any of the other Parties for any purpose. No Party has the power or the right to bind, commit or
pledge the credit of any other Party.

7.11 COSTS

Each Party shall bear the legal and other professional costs and expenses incurred by them.

7.12 NOTICES

All notices under this Agreement shall be written in English and shall be sent by hand or by
courier or by facsimile to the applicable Party at the contact details indicated below or to such
other address or facsimile number as a Party shall designate by similarly giving notice to the
other Parties:

(i) If to the Company, at

Address: [●]

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 Fax number: [●]
Attention: [●]

(ii) If to the Contractor, at

Address: [●]
Fax number: [●]
Attention: [●]

7.13 DELIVERY

Any notice, document, or communication:

(i) given by hand or by courier is deemed to be received at the commencement of the
Business Day next following delivery to that addressee; and

(ii) sent by fax is deemed to be received at the commencement of the Business Day next
following receipt by the sending Party of an electronic confirmation of transmission of
the notice to that addressee, which transmission is to be confirmed by a courier
transmission date-marked the same day as the fax transmission it is confirming.

7.14 DISPUTE RESOLUTION

7.14.1 If a dispute arises between the Parties hereto, either Party may serve written notice on another
commencing a formal consultation period of thirty (30) Business Days within which the dispute
should be resolved (the “Consultation Period”).

7.14.2 In case an amicable settlement cannot be reached during the Consultation Period, the dispute shall
be finally settled under the provisions of the Arbitration and Conciliation Act, 1996 (the
“Arbitration Act”) by three arbitrators appointed in accordance with the Arbitration Act. The
award shall be in writing, and shall specify the reasons for and the facts on which such decision
was reached. The award shall be final and binding on the Parties. The Parties hereby waive their
right to any form of appeal insofar as such waiver can validly be made.

7.14.3 The place of arbitration shall be Mumbai. The arbitration proceedings shall be in the English
language. The proper law of the arbitration shall be Indian Law and the award will be made under
the Laws of India.

7.14.4 None of the Parties shall be entitled to commence or maintain any action in a court of Law upon
any matter in dispute arising from or in relation to this Agreement except for the enforcement of
an arbitral award granted pursuant to this Article 7.14.

7.14.5 During the period of submission to arbitration and thereafter until the granting of the award, the
Parties shall continue to perform all their obligations under this Agreement without prejudice to a
final adjustment in accordance with such award.

7.14.6 None of the Parties may disclose the existence, content, or results of any arbitration hereunder
without the prior written consent of the other Parties.

7.15 GOVERNING LAW

This Agreement, including all matters relating to its validity, construction, performance and
enforcement, shall be governed by and construed in accordance with Indian law and the courts of

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 Mumbai shall have the exclusive jurisdiction to try any dispute arising with respect to the terms
and validity of this Agreement.

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning by the
Parties.

SIGNED AND DELIVERED by [●], the )

authorised signatory of [●], the within )
named Party of the First Part )
)
)

SIGNED AND DELIVERED by [●], the )

authorised signatory of [●], the within )
named Party of the Second Part )

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ANNEXURE I – SPECIFICATIONS OF THE EQUIPMENT

(ROCHEM 1000 TPD(1 MLD) PTRO SEA WATER DESALIANTION PLANT)

ANNEXURE II – DESIRED RESULTS WITH RESPECT TO THE EQUIPMENT

Drinking Water Quality as per IS 10500

ANNEXURE III – ELECTRICITY AND SEA WATER

POWER - FREE OF COST

SEA WATER - CLEAN SEA WATER AT 2 BAR PRESSURE AT DESALINATION PLANT SAND FILTER
INLET

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