Nutricircle Limited has entered into a Memorandum of Understanding (MOU) with Institute of Chemical Technology, Mumbai, India ("ICT") to establish a written understanding for sponsored PhD research programs.

The purpose of the MOU is to enable the parties to enter into one or more Sponsored Ph.D. Research Agreements during the term to perform Research and Development (R&D) programs ("Research Programs") in areas of mutual interest. The expected outcome is the development of a scalable process for extraction, purification, concentration, and commercialization of functional proteins from vegetable market biomass.

Key Terms and Financial Details

  • Agreement Size: Nutricircle Limited shall provide project funding of INR 26,82,800 payable according to milestones and schedule specified in the Statement of Work
  • Research Areas: Functional Proteins from Vegetable Market Biomass and development or any other mutually acceptable areas
  • Shareholding Relationship: No shareholding exists between the parties
  • Promoter Relationship: The parties are not related to promoter/promoter group/group companies in any manner
  • Transaction Nature: Does not fall within related party transactions

Intellectual Property Rights

  • ICT and Nutricircle Limited will jointly discuss and decide on protecting inventions or creative works developed under the MOU
  • Any intellectual property (such as patents) created will be jointly owned by ICT and Nutricircle Limited with 50% ownership each
  • If either party does not wish to participate in the intellectual property, it must notify the other party in writing within six months from the date of invention

Confidentiality Provisions

  • Each party must keep confidential information in strictest confidence with adequate security measures
  • Confidentiality obligations survive for five (5) years after termination of the MOU or from the date of disclosure, whichever is later
  • Neither party shall use the names, logos, or trademarks of the other party for promotional purposes without prior written consent

Term and Termination

  • The MOU is effective from 22 July 2026 and will remain valid for 5 years
  • May be amended or terminated at any time by mutual written agreement
  • Either party may terminate unilaterally by giving 90 days' prior written notice
  • Termination does not affect obligations under any Research Agreement or Proprietary Information Agreement

Additional Provisions

  • Non-Exclusivity: Both parties are free to enter into other research projects and collaborations with other organizations
  • Indemnification: Nutricircle Limited shall indemnify, defend, and hold harmless ICT against any claims arising from commercialization of products developed under the MOU
  • Governing Law: The MOU shall be governed by and interpreted in accordance with the laws of Government of India
  • Dispute Resolution: Disputes will first be resolved through negotiation, then referred to binding arbitration if unresolved for 90 days

Publication Rights

  • Research results are intended to be published, and ICT personnel are allowed to present findings in conferences, journals, etc.
  • ICT must provide Nutricircle Limited with copies at least 60 days in advance of publication
  • Nutricircle Limited has 30 days to object if publication contains patentable subject matter or confidential information