"PARTNERSHIP AGREEMENT"

THIS PARTNER AGREEMENT

is made as of this Febuary 19 day of 2022 by and
between "Shaukat Marwat Import/Export (PVT)LTD". (Company), and"Junaid
Jamshed"(Partner), each of which may be referred to as a Party and together as the
Parties.
SECTION 1: DEFINITIONS
1.1 "Product(s)" refers to the goods, software, services, or
other materials of the Company, as detailed in Exhibit B, which the Partner is authorized
to sell or service under this Agreement.
1.2 "Partner Type" refers to the classification of the Partner's relationship with the
Company, which could include, but is not limited to, an affiliate, reseller, or a service
provider.
1.3 "License Fees" means the fees to be paid by the Company to the Partner for the
license to use any software or technology, where applicable, as per Exhibit B.
SECTION 2: DUTIES AND OBLIGATIONS
2.1 Partner Duties: The Partner agrees to
perform the following duties:
Partner will use their best efforts to promote the Company's products and
services to potential customers in a professional and ethical manner;
Partner will participate in any Product(s) training sessions as reasonably required
by the Company, and will ensure that its sales staff is adequately trained and
capable of advising end users about the Product(s);
 Partner will provide periodic sales forecasts and reports to the Company, as may
be reasonably requested; and
Partner will comply with all applicable laws and regulations and will not engage in
any activity that could harm the reputation of the Company or the Product(s).
2.2 Company Duties: The Company agrees to perform the following duties:
The Company will provide the Partner with the necessary information about the
Company's services to enable the Partner to effectively promote the Product(s);
The Company will provide the Partner with payment and pricing terms in
accordance with Exhibit A of this Agreement; and
The Company will provide necessary training and support to the Partner to
enable them to fulfill their obligations under this Agreement effectively.
SECTION 3: PAYMENT TERMS
3.1 Fees: The pricing for the Product(s) or license fees
purchased by the Partner from the Company shall be as outlined in Exhibit A. All prices
are exclusive of any taxes, fees, duties, or other amounts, however designated, and
including, without limitation, value-added and withholding taxes that are levied or based
upon such charges, or upon this Agreement. Any taxes related to the Product(s)
purchased pursuant to this Agreement are the responsibility of the Partner. Unless
otherwise specified in writing by the Company, all payments are due in full, without any
deduction or withholding, within _____ days from the date of the Company's invoice.
3.2 Commission: If applicable, the Company will pay the Partner a commission fee for
each Qualified Lead in accordance with the terms and conditions of Exhibit A of this
Agreement.
3.3 Product Delivery: The terms of product delivery, including the location and method
of delivery, will be as detailed in Exhibit B. The risk of loss or damage to the Products
shall pass to the Partner upon the Company's delivery of the Products to the carrier for
shipment. The Partner is responsible for all costs associated with delivery, including
freight, insurance, and fees associated with import and export duties as applicable.
3.4 Payment Disputes: If either Party disputes any invoice or other statement of monies
due, they shall immediately notify the other Party in writing. The Parties shall negotiate
in good faith to attempt to resolve the dispute promptly.
SECTION 4: CONFIDENTIALITY
4.1 Definition: "Confidential Information" means any
information that a Party ("Disclosing Party") discloses to the other Party ("Receiving
Party") that is either designated as confidential at the time of disclosure or should be
reasonably understood to be confidential given the nature of the information and
circumstances of disclosure. Confidential Information may include, but is not limited to,
business plans, customer lists, financial information, marketing strategies, non-public
information relating to products or services, and other proprietary information.
4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information
strictly confidential. The Receiving Party will not disclose or make available any
Confidential Information to any third party without the prior written consent of the
Disclosing Party. The Receiving Party will use the Confidential Information solely for the
purpose of performing its obligations under this Agreement.
4.3 Exceptions: The obligations under this section will not apply to any Confidential
Information that: was already lawfully known to the Receiving Party at the time of
disclosure; is disclosed to the Receiving Party by a third party who had the right to
disclose it; is publicly available through no fault of the Receiving Party; or is
independently developed by the Receiving Party without use of or reference to the
Disclosing Party's Confidential Information.
4.4 Required Disclosure: If the Receiving Party is required by law, court order, or any
government or regulatory authority to disclose any of the Confidential Information, it will
give the Disclosing Party prompt written notice of such requirement before the
disclosure and, if possible, enough time to contest the disclosure.
4.5 Return of Confidential Information: Upon termination of this Agreement, or upon the
Disclosing Party's request, the Receiving Party will return all Confidential Information
and all copies, notes, or extracts thereof to the Disclosing Party unless required by law
to retain it.
4.6 Continuing Obligations: The Receiving Party's obligation to protect the
confidentiality of the Confidential Information will survive termination of this Agreement
and continue until such time as the Confidential Information becomes public knowledge
other than through the Receiving Party's breach of this Agreement.
SECTION 5: INTELLECTUAL PROPERTY
5.1 Ownership: Partner acknowledges that the
Company and its licensors own all rights, title, and interest in the service(s), product(s),
and all intellectual property rights therein. Nothing in this Agreement gives Partner any
right, title, or interest in the service(s), product(s) or any associated trademarks, except
the right to sell or service the service(s) or product(s) in accordance with this
Agreement.
SECTION 6: TERM AND TERMINATION
6.1 Term: This Agreement shall commence on
the date first set forth above and will continue indefinitely unless and until terminated by
either Party.
6.2 Termination without Cause: Either Party may terminate this Agreement without
cause upon providing thirty (30) days' prior written notice to the other Party. Upon
termination without cause, the terminating party is under no obligation to provide
reasoning for the termination.
6.3 Termination for Cause: Either Party may terminate this Agreement immediately
upon written notice if the other Party:
 Breaches any material term or condition of this Agreement and fails to cure such
breach within thirty (30) days after receipt of written notice of the same, unless
such breach is such that it cannot be cured within thirty (30) days, in which case
the breaching Party shall commence such cure promptly after receipt of such
notice and continuously pursue such cure to completion;
Becomes the subject of a voluntary or involuntary bankruptcy, insolvency,
reorganization, liquidation, dissolution, receivership, or similar proceeding, or
otherwise ceases to do business; or
Fails to comply with any applicable laws or regulations, which may harm the
reputation or business of the other Party.
6.4 Effect of Termination: Upon termination or expiration of this Agreement for any
reason:
The rights granted to the Partner under this Agreement will immediately cease;
The Partner must promptly discontinue all promotion of the Company's products
or services; and
Any fees owed to either Party at the time of termination or expiration will be paid
according to the terms of this Agreement.
6.5 Survival: The rights and obligations of the Parties set forth in this Section 5 and any
right, obligation, or required performance of the Parties in this Agreement which, by its
express terms or nature and context is intended to survive termination or expiration of
this Agreement, will survive any such termination or expiration.
SECTION 7: GENERAL PROVISIONS
7.1 Governing Law: This Agreement shall be
governed by and interpreted in accordance with the laws of the state of Pakistan.
7.2 Entire Agreement: This Agreement, including any exhibits and appendices, contains
the entire agreement between the Parties and supersedes all prior and
contemporaneous agreements, understandings, negotiations ,and discussions, whether
oral or written, of the Parties with respect to the subject matter hereof.
7.3 Amendments: This Agreement may only be amended, modified, or supplemented by
an agreement in writing signed by each Party.
7.4 Waiver: No waiver by any Party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any
Party shall operate or be construed as a waiver in respect of any failure, breach, or
default not expressly identified by such written waiver.
7.5 Indemnification: Each Party agrees to indemnify and hold the other harmless from
any claims, losses, damages, liabilities, or expenses incurred as a result of the negligent
or intentional acts or omissions of the indemnifying Party.
7.6 Severability: If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
7.7 Notices: All notices or other communications required or permitted under this
Agreement must be in writing. Such notices may be delivered personally, sent by a
recognized overnight delivery service, telecopy, or electronic mail, provided that receipt
of the communication is confirmed. Notices should be addressed to the relevant Party
at the address outlined in this Agreement, or to any other address that the recipient
Party has provided in writing to the sender. A notice will be considered effectively given
at the time of personal delivery, or at the time of confirmed receipt in the case of
delivery by overnight service, telecopy, or electronic mail.

Company Address:
Shaukat Marwat Import /Exports (PVT)LTD.
2nd Floor Emirates Tower M13,F7 markaz Islamabad.
OWNER CNIC:11201-4255953-5

Partner Address:
Junaid Jamshed s/o Hussain Khan
Green Acer town near Abdul wali khan university garden campus
Mardan Sector C near ring road gate.
CNIC:16102-3372-879-5
7.8 Independent Contractor Relationship: It is understood that the Partner is an
independent contractor and not an agent, partner, or employee of the Company. The
Partner shall not have any authority to enter into any agreements or obligations on
behalf of the Company.
7.9 Non-Exclusivity: The relationship between the Company and the Partner is non-
exclusive. Both Parties are free to enter into similar agreements with other parties
unless otherwise specified in this Agreement.
7.10 No Assignment: The Partner may not assign or transfer this Agreement, or
delegate its obligations under this Agreement, without the Company's prior written
consent.
7.11 Dispute Resolution: In the event of any dispute arising out of or related to this
Agreement, the Parties agree to negotiate in good faith to resolve the dispute. If the
Parties are unable to resolve the dispute, they agree to submit the dispute to mediation
before resorting to litigation.
7.12 Counterparts: This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the
same agreement. A signed copy of this Agreement delivered by facsimile, email, or
other means of electronic transmission shall be deemed to have the same legal effect
as delivery of an original signed copy of this Agreement.

IN WITNESS WHERE OF
The Parties here to have executed this Agreement:
COMPANY NAME: PARTNER NAME:

Shaukat Marwat Import/Exports PVT LTD. Junaid Jamshed s/o Hussain Khan
2nd Floor Emirates Tower M13, F7 markaz Green Acer town near Abdul wali khan
Islamabad. university garden campus mardan Sector C
Amount from partner side
(With fully minded)
(130.45 million PKR)
In Words: (one hundred & thirty point
four five million Pakistani currency)

Date: February 19,2022 Date: February 19,2022 Signature

Signature

Exhibits Disclaimer

EXHIBIT A: PRICING TERMS

This Exhibit A forms part of the Agreement and is subject to the terms and conditions of
the Agreement. In the event of any conflict between the terms of this Exhibit A and the
terms of the Agreement, the terms of the Agreement will prevail.
SECTION 1: PRODUCT PRICING
1.1 Standard Pricing: The standard prices for the products or services are listed in the
Company's price list, a copy of which has been provided to the Partner. The prices are
exclusive of any applicable taxes.
1.2 Discount: The Partner will receive a discount of 10% off the standard prices for the
products or services. The discounted prices are the prices that the Partner will pay to
the Company for the products or services.
SECTION 2: PRICE CHANGES
2.1 The Company may change the standard prices or the discount at any time by
providing at least 60 days written notice to the Partner. The changed prices or discount
will apply to orders placed by the Partner after the effective date of the price change.
2.2 The prices for any orders placed by the Partner before the effective date of a price
change will be the prices in effect at the time the order was placed.
SECTION 3: PAYMENT TERMS
3.1 Partner will pay for the products or services within 45 days of the Company's invoice.
3.2 Partner will pay all amounts due in full without any set-off, counterclaim, deduction,
or withholding.
3.3 If the Partner fails to pay any amount due on the due date, the Company may charge
interest on the overdue amount at the rate of 5%. The interest will accrue daily from the
due date until the date of actual payment, whether before or after judgment.
SECTION 4: CREDIT TERMS
4.1 The Company may, in its sole discretion, extend credit to the Partner.
4.2 The amount of credit, if any, and the terms and conditions of the credit will be at the
Company's sole discretion and may be changed or cancelled by the Company at any
time without notice.
SECTION 5: TAXES
5.1 The prices do not include any taxes. The Partner will be responsible for paying all
taxes related to its purchase of the products or services.
5.2 The Partner will indemnify the Company for any taxes that the Company is required
to pay on behalf of the Partner.
EXHIBIT B: PRODUCTS AND SERVICES
This Exhibit B forms part of the Agreement and is subject to the terms and conditions of
the Agreement. In the event of any conflict between the terms of this Exhibit B and the
terms of the Agreement, the terms of the Agreement will prevail.
The terms for the products or services provided by the Company to the Partner are as
follows:
SECTION 1: PRODUCTS AND SERVICES
1.1 The Company's products and services available for resale or servicing by the Partner
under this Agreement are described in the attached Product and Service Descriptions.
1.2 The Company may add, modify, or discontinue any of its products or services at any
time at its sole discretion. The Company will provide the Partner with reasonable notice
of any such changes.
1.3 The Partner agrees to deliver the products and/or services within the timelines
specified in the following table:
Product Delivery/Execution Timeline
HPMC Shipment after every 45---60 days of
duration.
Hydro Chloride Poly Methyline Cellulose. (May be short or long as per products
availability process or shipment details.)

SECTION 2: LICENSE AND USE

2.1 For any software or technology Products, the Company grants to the Partner a non-
exclusive, worldwide right to use such software or technology, subject to any additional
terms as may be specified by the Company.
SECTION 3: QUALITY
3.1 The Company represents and warrants that its products and services will conform
to the descriptions provided in the Product and Service Descriptions, be of satisfactory
quality, and fit for the purpose for which they are intended.
3.2 The Partner will promptly notify the Company of any non-conforming products or
services and will cooperate with the Company in the investigation and resolution of any
such non-conformance.
SECTION 4: SUPPORT
4.1 The Company will provide the Partner with the necessary support to effectively sell
the Company's products and services, including product and service information, sales
and marketing materials, and training.
4.2 The Company will provide technical support for the products and services to the end
users. The level and terms of such support will be as described in the Product and
Service Descriptions.
4.3 The Partner agrees to provide technical support for the Product from time on
business days.
4.4 The Partner will respond to any service or support request from an End User within
48 hours.
4.5 The Partner will use its best efforts to resolve any issues with the Product within 24
hours of receiving a service or support request from an End User.
4.6 The Company will provide the Partner and the End Users with any updates or
upgrades to products and services as soon as they are available. The Company will also
provide any necessary support and training for such updates or upgrades.