Vendor Agreement

This Agreement is between you (the “Vendor”) and MediChain Global (the “Platform”) and supplements the Platform Terms of Use, which apply to all users. MediChain Global is a technology intermediary; it does not procure services from you on its own behalf and is not the customer for any work performed under a Contract. In the event of a conflict between this Agreement and the Terms of Use on a Vendor-specific matter, this Agreement controls.

• You represent that your organization is duly registered, in good standing, and authorized to perform the services you advertise on the platform.
• You agree to submit accurate, current certifications (e.g. GMP, GLP, GCP, ISO, NABL, CDSCO, USFDA, or equivalent) for verification, and to promptly update them upon renewal, suspension, or revocation.
• The Platform may request facility audits (desk-based, remote, or on-site) as part of verification or re-verification, and may suspend or downgrade your listing if you decline a reasonable audit request or if an audit raises material concerns.
• You must keep your facility, capacity, and service-category information current; misrepresentation may result in suspension and forfeiture of any pending bids.

The Platform assigns Vendors to Tier A, B, or C based on verification outcomes, certifications, capacity, performance history, ratings, and dispute record. Tiering affects visibility, eligibility for certain RFPs (including high-value or high-confidentiality RFPs), and may influence applicable commission terms. Tier classifications may be revised at any time as new information becomes available and are an internal reputational signal, not a regulatory accreditation.

• Bids must be submitted before the RFP's stated submission deadline. Late bids are rejected automatically by the platform.
• You may not collude with other bidders, share bid information with competitors, or otherwise coordinate pricing or terms in connection with any RFP.
• You acknowledge that bid scorecards are generated automatically by the platform to assist Sponsor evaluation, and that final selection rests solely with the RFP owner — submission of a bid does not guarantee an award.
• A bid, once submitted, constitutes a binding offer on the terms stated, until the RFP's deadline has passed or the bid is withdrawn in accordance with the platform's process (where withdrawal is permitted before award).

When you access an RFP marked “NDA-required,” you agree to the platform's standard NDA terms with respect to that RFP, which are auto-executed upon access. You may not disclose, copy, reproduce, or use confidential RFP content for any purpose other than preparing your bid and, if awarded, performing the resulting Contract. This obligation survives the conclusion or termination of the relevant RFP or Contract.

If awarded, a Contract is generated reflecting the agreed scope, value, milestones, commission rate, IP ownership, confidentiality terms, penalties, and termination conditions. Contracts are executed via the platform's three-party electronic signature flow (Sponsor → Vendor → Platform), as described in Section 7 of the Terms of Use. Once all parties have signed, the Contract becomes active, a PDF Agreement Document is generated as the proof-of-record, and you may download it at any time from your dashboard.

• Deliver milestones on or before the dates agreed in the Contract, or promptly notify the Sponsor and the platform of any anticipated delay together with the reason.
• Upload all deliverables and supporting documents through the platform so they form part of the auditable project record.
• Maintain compliance with all applicable regulatory authorities (DCGI, USFDA, EMA, or equivalent) as specified in the Contract for the duration of the engagement.
• Notify the Sponsor and the platform promptly of any event that materially affects your ability to perform (e.g. loss of a relevant certification, facility incident, or change of subcontractor).

• You will be paid from escrow upon milestone approval by the Sponsor (or upon admin-ordered release following dispute resolution), in accordance with the Escrow Agreement.
• Platform commission (the rate set per Contract, shown before signing) and applicable taxes are deducted automatically from each release. You authorize this automatic deduction.
• Payouts are processed to the bank account, UPI ID, or other payout instrument you register with the platform's payment processor. You are responsible for ensuring this information is accurate and current; the platform is not liable for payouts misdirected due to outdated or incorrect payout details you provided.
• You agree to complete any KYC verification required by the payment processor before payouts can be released to you.

Repeated delays, compliance failures, quality issues, or unresolved disputes may result in tier downgrade, reduced visibility, or suspension from bidding on new RFPs. The Platform's trust-score engine recomputes your score upon each rating, dispute resolution, or milestone event.

You represent and warrant that:

• your organization holds, and will maintain for the duration of any active Contract, all certifications, licenses, and approvals necessary to lawfully perform the services described in that Contract;
• deliverables provided under a Contract will conform to the specifications and quality standards agreed in that Contract;
• your performance will not infringe the intellectual-property rights of any third party; and
• the person signing any Contract on your behalf has authority to bind your organization.

In addition to the indemnification obligations in the Terms of Use, you agree to indemnify and hold harmless MediChain Global from claims arising out of: (a) your performance (or non-performance) of any Contract; (b) the accuracy of certifications or capability information you submit; and (c) any deliverable or work product you provide infringing third-party rights.

This Agreement remains in effect for as long as your organization holds an active Vendor account and applies to every bid and Contract you enter into. Termination of your account does not relieve you of obligations under any Contract already executed, including delivery obligations for accepted milestones and any obligations that survive under the relevant Contract's termination conditions.

Any dispute will be addressed under the Dispute Resolution Clause embedded in each Contract and resolved by Platform admins; escrow funds linked to a disputed Contract will be placed on hold during review.

IP and data ownership for each engagement are specified in the Contract (sponsor / vendor / joint). The Platform claims no ownership of any work product and accesses it solely as a hosting intermediary for the purposes of operating the platform.