Product Reseller Agreement — Blue Flame Medical LLC and Suuchi Inc. (Exhibit 22)

Summary

Exhibit 22, Document 132-22, filed May 7, 2021 in Case 1:20-cv-00658-LMB-IDD: a Product Reseller Agreement between Blue Flame Medical LLC and Suuchi Inc., concerning the purchase of medical equipment relative to COVID-19. The agreement provides for a term of twenty-four (24) months from the Effective Date and has sections on shipping instructions and risk of loss, delivery, termination for convenience, termination for default, non-circumvention, force majeure, and disputes and governing law. Its signature page lists John Thomas, President, for Blue Flame Medical LLC and Suuchi Ramesh, Founder, CEO, for Suuchi Inc., each with the date 3/25/2020.

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Date: 2021-05-07

Cite this document

“Product Reseller Agreement — Blue Flame Medical LLC and Suuchi Inc. (Exhibit 22).” Original at ecf.vaed.uscourts.gov, dated 2021-05-07. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2021-05-07-exhibit-22-pdf/, SHA-256 b0cb6093331904277f1005dbec2ab34052fc61ad5ab071830b09450c07ede68c.

Full text

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EXHIBIT 22
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PRODUCT RESELLER AGREEMENT

This Product Reseller Agreement Agreement 25, Effective
Date Blue Flame Medical LLC, a Delaware LLC with primary offices at 499
South Capitol St., SW Suite 420, Washington, DC 20003 Reseller Suuchi Inc., a Delaware
corporation having its principal place of business at 850 Washington Ave., Carlstadt, NJ 07072
Supplier Reseller Parties Party

WHEREAS, Reseller desires to purchase medical equipment relative to COVID-19 from the
Supplier; and, subject to the terms and conditions contained herein, Supplier desires to accept said
purchase.

NOW, THEREFORE, in consideration of the mutual promises, covenants and other good and
valuable consideration hereinafter set forth, the parties hereto agree as follows:

1. Acceptance and Term of Agreement
1.1. Agreement by Supplier to furnish the materials, parts, and prod
acceptance of any payment shall constitute Supplier
Subcontract Agreement, and subsequent Purchase Orders, subject to these terms and
conditions. Reseller will only be bound to any prices or delivery to which it has
specifically agreed to in the individual Purchase Orders. Any terms or conditions proposed
by Supplier inconsistent with or in addition to the terms and conditions herein contained
shall be void and of no effect unless specifically agreed to by Reseller in writing.
1.2. This Agreement shall remain in full force and effect for twenty-four (24) months from the
Effective Date unless otherwise terminated as provided herein or extended by mutual
agreement of the Parties.

2. Shipping Instructions; Risk of Loss
2.1. Supplier shall be responsible for ensuring the proper packaging of goods hereunder. No
charges will be allowed for packing, crating, freight, local cartage, and/or any other
services unless so specified and agreed to in a Purchase Order.
2.2. Supplier shall at all times comply with Reseller
Unless otherwise directed, all items shipped on the same day from and to a single location
must be consolidated on one bill of lading or airbill, as appropriate. Supplier shall submit
all required shipping papers to Reseller prior to final payment. Title to goods furnished
under this Agreement shall pass to Reseller F.O.B Destination.
2.3.
described in the Uniform Commercial Code Section 2-319 or INCO Terms 2020).
Supplier shall bear the expense of transport of, and risk of loss or damage to, the goods to
the named place, unless otherwise agreed to in a Purchase Order.

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2.4. Purchase Order number(s) must appear on all shipping labels, and shipping documents,
including all packing sheets, bills of lading, airbills, and invoices.

3. Delivery; Notice of Delay; Obsolescence
3.1. Time is of the essence and failure to deliver in accordance with any of the delivery
schedules specified in the Purchase Orders under this Agreement, if unexcused, shall be
considered a material breach of this Agreement. No acts of Reseller, including without
limitation modifications of this Agreement, or a Purchase Order, shall constitute waiver
of this provision. Reseller also reserves the right to refuse or return at Supplier
expense shipments made in excess of a Purchase Order, or to defer payment on advance
deliveries until scheduled delivery dates.
3.2. Supplier shall notify Reseller in writing immediately of any actual or potential delay to
the performance of a Purchase Order. Such notice shall include a proposed revised
schedule.

4. Termination Without Cause
4.1. Reseller may, by written notice, terminate this Agreement and/or Purchase Order(s) for
convenience and without cause, in whole or in part, at any time, and such termination shall
not constitute default. In the event of partial termination, Supplier is not excused from
performance of the non-terminated balance of work under the Purchase Order(s).
4.2. In the event of termination for convenience and or without cause by Reseller, Supplier
shall be reimbursed for actual, reasonable, substantiated and allocable costs, plus a
reasonable profit for work performed to date of termination. Any termination settlement
proposal shall be submitted to Reseller promptly, but no later than ninety (90) days from
the effective date of the termination. In no event shall the amount of any settlement be in
excess of the Purchase Order value. Reseller may take immediate possession of all goods,
complete or incomplete, upon written notice of termination to Supplier.

5. Termination for Default
5.1. Reseller may, by notice in writing, terminate this Agreement and/or a Purchase Order in
whole or in part at any time for (i) breach of any one or more of its terms, (ii) failure to
deliver goods or services within the time specified by a Purchase Order or any written
extension, (iii) failure to make progress so as to endanger performance of a Purchase Order
(iv) failure to provide adequate assurance of future performance (v) failure of the goods
to meet the required certifications stated in each Purchase Order (vi) in the event of
Supplier Supplier
property or business, or any assignment, reorganization or arrangement by Supplier for
the benefit of its creditors. In the event of partial termination, Supplier is not excused from
performance of the non-terminated balance of work under Purchase Order(s).
5.2. In the event of Supplier , that is not cured within thirty (30) days of the Reseller
notifying the Supplier of such default, hereunder, Reseller may exercise any or all rights
and remedies accruing to it, both at law or in equity, including but not limited to, Supplier
liability for Reseller - procurement costs for goods or services.

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5.3. If this Agreement and/or a Purchase Order is terminated for default, Reseller may require
Supplier to transfer title to, and deliver to Reseller, as directed by Reseller, any (1)
completed supplies, and (2) partially completed supplies and materials, and contract rights
that Supplier has specifically produced or acquired for the terminated portion of this
Agreement and/or Purchase Order. Upon direction of Reseller, Supplier shall also protect
and preserve property in its possession in which Reseller has an interest.

6. Non-Circumvention
6.1. Both Parties to this Agreement shall not directly or indirectly circumvent, avoid, bypass,
or in any way obviate each other's rights under this Agreement, including but not limited
to the right to enter into any type of contractual relationship or otherwise with
relationships brought to or developed by the other and/or together in this transaction
without prior written consent by the other unless authorization is otherwise provided for
under a separate provision in the Agreement.
7. Force Majeure
Except for a default of Supplier Reseller nor Supplier shall be
liable for any failure to perform due to any cause beyond their reasonable control and without their
fault or negligence. Such causes include, but are not limited to, acts of God or of the public enemy,
acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, terrorism,
quarantine restrictions, strikes, freight embargoes, and unusually severe weather. This includes,
but is not limited to, a force majeure event that occurs in China. In the event that performance of
this Agreement is hindered, delayed or adversely affected by causes of the type described above

authorized representative in writing and, at Reseller impacted Purchase Orders may be
completed with such adjustments to delivery schedule as may reasonably be required by the
existence of Force Majeure.

8. Disputes and Governing Law
8.1. Any controversy or claim that may arise out of or in connection with this Agreement shall
be submitted in writing to executive representatives of the Parties for resolution. If the

satisfaction of the Parties within ten (10) business days after the dispute is submitted in
writing to the representatives, or such later date as may be agreed in writing by the Parties,
either Party may submit the dispute to a court of competent jurisdiction. To the extent
permitted by applicable law, the parties waive any right they may have to a trial by jury.
Notwithstanding the above, either Party may seek injunctive or other equitable relief in
any court of competent jurisdiction at any time.
8.2. Pending resolution or settlement of any dispute arising under this Agreement, Supplier
will proceed diligently as directed by Reseller with the performance of this Agreement.
Irrespective of the place of performance, this Agreement and all matters arising out of or
relating to this Agreement, whether sounding in contract, tort, or statute are governed by,
and construed in accordance with, the laws of the state of New York without giving effect
to any choice or conflict

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exclusive jurisdiction and venue of the federal and state courts located in New York in
any legal suit, action or proceeding arising out of or based upon this Agreement or the
goods provided hereunder.
Agreement, including
any amendments or changes to this Agreement.
9. Remedies
9.1. Except as otherwise provided herein, the rights and remedies of both Parties hereunder
shall be in addition to their rights and remedies at law or in equity. Failure of either Party
to enforce any of its rights shall not constitute a waiver of such rights or of any other rights
and shall not be construed as a waiver or relinquishment of any such provisions, rights or
remedies; rather, the same shall remain in full force and effect.
9.2. Reseller shall be entitled at all times to offset an amount equal to disputed product, owing
at any time from Supplier or any of its affiliated companies to Reseller, against an amount
payable equal to disputed product, at any time by Reseller or any of its affiliated
companies to Supplier.
10. Proprietary Rights
10.1. All specifications, information, data, and other items supplied to Reseller by
Supplier shall be disclosed to Reseller on a non-proprietary basis and may be used and/or
disclosed by Reseller without restriction.
10.2. All specifications, information, data, and other items which are (i) supplied to
Supplier by Reseller or (ii) obtained by Supplier in the performance of this Agreement
shall be proprietary to Reseller, shall be used only for purposes of providing goods or
services to Reseller pursuant to this Agreement, and shall not be disclosed to any third
party without Reseller Reseller or
obtained by Supplier in performance of this Agreement shall be promptly provided to
Reseller on request or upon completion of this Agreement.

11. Price, Payment and Delivery Schedule
The Supplier, upon its acceptance to the Purchase Order, agrees to comply with the price, payment
terms and delivery schedules stated in this Agreement and in each Purchase Order issued against
this Agreement. Payment terms shall be mutually agreed upon and stated in each Purchase Order.

12. Technical Requirements and Certifications
All technical requirements and/or certification requirements of the Supplier
in the Purchase Order. Should the Reseller or Reseller
meet the required technical specifications and/or certifications, such goods shall be returned and
failure to meet such certifications and specifications is a breach of this Agreement and the Reseller
reserves its right to terminate the Supplier for default in accordance with Section 5.

13. Release of Information

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Supplier shall not publish, distribute, or use any information developed under or about the
existence of this Purchase Order, or use the Blue Flame Medical LLC name (or the name of any
division, affiliate or subsidiary thereof), logo, trademark, service mark, or trade dress for the
purpose of advertising, making a news release, creating a business reference, creating a website
content or for goods or service endorsement without prior written approval of Reseller, which will
not be unreasonably withheld.

14. Order of Precedence
In the event of any inconsistency or conflict between or among the provisions of this Agreement,
such inconsistency or conflict shall be resolved by the following descending order of preference:
1. Order-specific provisions provided in full text on the Purchase Order; 2. Documents
incorporated by reference on the Purchase Order which apply to the Purchase Order as a whole
and not to a specific line item therein; 3. These General Terms and Conditions and Supplements
thereto; 4. Specifications attached hereto or incorporated by reference.

15. Warranty
15.1. Supplier warrants the goods delivered pursuant to this Agreement, unless
specifically stated otherwise in a Purchase Order, shall (i) be new (ii) be free from defects
in workmanship and materials, and (iii) be in accordance with all the requirements of the
Agreement. Supplier further warrants that the performance of work and services shall
conform with the requirements of the Agreement and to high professional standards.
15.2. Supplier warrants without limitation as to time that the goods delivered pursuant to
this Agreement shall not be Suspect Counterfeit Items, as defined below. Supplier shall
obtain and retain all documentation required to fully trace the distribution and sale of the
goods delivered hereunder back to the relevant original manufacturer (OM), and, on
request of Reseller, shall provide such authenticating documentation. Counterfeit Item
means an unlawful or unauthorized reproduction, substitution, alteration, or the false
identification of grade, serial number, lot number, date code, or performance
characteristic, that has been knowingly mismarked, misidentified, or otherwise
misrepresented to be an authentic, unmodified item from the OM, an Authorized

Electronic Parts; Avoidance, Detec
Aftermarket Manufacturer).
15.3. Supplier shall immediately notify Reseller with the pertinent facts if Supplier
becomes aware of or suspects that items delivered under this Agreement are, or contain,
suspect or confirmed counterfeit items. If, during Reseller
delivered hereunder is discovered to be a Counterfeit Item or Suspect Counterfeit Item,
Reseller or Reseller ustomer shall have the right to quarantine the good for further
investigation of its authenticity. Reseller
third parties or governmental investigative agencies as required by law or regulations by
Reseller Reseller, in its sole discretion. The Supplier and/or the
Supplier -tier subcontractors shall cooperate in good faith with any investigation
conducted by Reseller. Upon Reseller Supplier shall provide Reseller

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certificates of conformance with respect to the goods delivered. Reseller shall not be liable
for payment to Supplier of the price of any Counterfeit Items.
15.4. These warranty entitlements shall inure to the benefit of both Reseller and
Reseller Reseller ustomer(s) shall include
its direct and indirect customers such as direct sale end-users, higher-tier subcontractors,
prime contractors and the ultimate user under relevant prime contract(s).
15.5. Supplier shall be liable for and save Reseller harmless from any loss, damage, or
expense whatsoever that Reseller may suffer from breach of any of these warranties.
Remedies shall be at Reseller
replacement or reimbursement of the purchase price of nonconforming goods. Return to
Supplier of defective or nonconforming goods and redelivery to Reseller of repaired or
replaced goods shall be at Supplier
repaired or replaced shall be subject to this Section and the Inspection Section of this
Purchase Order in the same manner and to the same extent as goods or services originally
delivered under this Purchase Order, but only as to the repaired or replaced goods or parts
thereof or the corrected service thereof. Supplier shall promptly comply with Reseller
direction to (i) repair, rework or replace the goods, (ii) furnish any material or parts and
installation required to successfully correct the defect or nonconformance or (iii)
successfully correct the defective or nonconforming service.
16. Acceptance and Right to Inspection
16.1. All goods will be accepted by the Reseller upon delivery to the place of delivery
stated in the Purchase Order as long as the good are not damaged. Upon delivery the
Reseller, or Reseller Supplier -

16.2. The Reseller, and Reseller
at all reasonable times and places during and after delivery. Reseller may require Supplier
to repair, replace or reimburse the purchase price of rejected goods or Reseller may accept
any goods and upon discovery of nonconformance, may reject or keep and rework any
such goods not so conforming. Cost of repair, rework, and or replacement, shall be at
Supplier Reseller
diminish Reseller Reseller if latent defects, fraud, or
misrepresentation on the part of Supplier exists.
17. Changes
17.1. Reseller shall have the right by written notice to suspend or stop work or to make
changes from time to time to a Purchase Order regarding the goods to be furnished by
Supplier or the delivery schedule. If such suspension, stoppage or changes cause an
increase or decrease in the cost of performance of the Purchase Order or in the time
required for its performance, an equitable adjustment shall be negotiated promptly and the
Purchase Order shall be modified in writing accordingly. Any claim by Supplier for
adjustment under this Section must be asserted in writing within twenty (20) days from
the date of receipt by Supplier of notification of the change or suspension and shall be
followed as soon as practicable with specification of the amount claimed and supporting

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cost figures. However, nothing herein shall excuse Supplier from proceeding with the
Purchase Order as changed pending resolution of the claim.
17.2. Information, advice, approvals or instructions given by Reseller shall not affect
Reseller Supplier
notice which is signed by Reseller
constitutes an amendment or change to a Purchase Order.
17.3. Only changes to Purchase Orders as stated above can be unilaterally made by the
Reseller. The terms and conditions of this Agreement shall only be modified by an
amendment hereto signed by both parties.
18. Taxes and Drawback
18.1. Unless a Purchase Order specifies otherwise, the price of the Purchase Order
includes, and Supplier is liable for and shall pay, all taxes, impositions, charges, customs
duties or tariffs and exactions imposed on or measured by a Purchase Order and/or this
Agreement except for applicable sales and use taxes that are separately stated on
Supplier
for which Reseller has furnished a valid exemption certificate or other evidence of
exemption. To the extent that Reseller is required to do so under applicable law or tax
regulations, Reseller may deduct from any payments due to Supplier pursuant to this
Agreement such taxes as Reseller is required to withhold from such payments and pay
such taxes to the relevant tax authorities; provided, however, that Reseller provides
Supplier with relevant tax receipts or other suitable documentation evidencing the
payment of such taxes promptly after such taxes are paid.
19. Assignments, Organizational Changes, and Manufacturer
19.1. Supplier may not assign any rights or delegate any of its obligations due or to
become due under this Agreement without the prior written consent of Reseller. Any
purported assignment or delegation by Supplier without such consent shall be void.

20. Compliance with Law
Supplier warrants that the goods to be furnished and the services to be rendered under this
Agreement shall be manufactured, sold, used and rendered in compliance with all relevant federal,
state, local law, orders, rules, ordinances, and regulations, including but not limited to all U.S. laws
and regulations and the laws and regulations of Supplier Supplier
acknowledges that its actions may subject it and Reseller to liability under the United States
-corruption laws,
regulations, and policies of the home country of the Supplier
America, and/or the anti-corruption laws, regulations, and policies of any other country with
jurisdiction over the activities performed pursuant to this Agreement (together and individually
-Corruption Supplier acknowledges that
Supplier is familiar with the prohibitions under the Anti-Corruption Requirements and represents
and warrants to, and covenants and agrees with, Reseller that Supplier shall comply with the Anti-

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Corruption Requirements and that no compensation payable hereunder has been used, nor will be
used, for any activity or purpose where a reasonable belief exists that the Anti-Corruption
Requirements would be violated or that Supplier or Reseller would be exposed to liability under
the Anti-Corruption Requirements.

21. Responsibility and Insurance
Supplier shall maintain the following minimum insurance coverage and limits: Commercial
General Liability (including bodily injury and property damage, products / completed operations
coverage and contractual liability coverage) with a limit of $1,000,000 per occurrence, and
sufficient Professional Liability insurance. Upon Reseller Supplier shall (i) provide
Reseller with certificates of insurance evidencing required insurance, (ii) arrange for a waiver of
subrogation in favor of Reseller and / or (iii) in the case of the Commercial General Liability policy
direct that Reseller be added as an additional insured.

22. Indemnity Against Claims
22.1. Supplier shall keep its work and all goods supplied by it hereunder free and clear

performance of this Agreement by Supplier or by any of its vendors or subcontractors.

23. Export/Import Controls
23.1. Supplier hereby warrants that neither Supplier, nor any parent, subsidiary, affiliate,
or lower-tier subcontractor is listed on any Restricted Party List of an agency of the U.S.
Government, any applicable non-U.S. Government, or international organization, or any
applicable state, local government, or municipality, nor are their export privileges denied,
defined to

Nonproliferation Sanctions List, AECA Debarred List, Specially Designated Nationals
(SDN) List, Sectoral Sanctions Identifications (SSI) List, Foreign Sanctions Evaders List,
Excluded Parties List, or Palestinian Legislative Council (PLC) List, or other similar lists
issued by the U.S. Government or a non-U.S. government, or international organization,
or any state or local government, or municipality that relates to export controls, economic
sanctions, or anti-corruption. Supplier shall immediately notify Reseller if Supplier, or any
parent, subsidiary, affiliate, or lower-tier subcontractor is added to any such Restricted
Party List or if any of their export privileges become denied, suspended, or revoked.
Supplier shall not deal with any Restricted Party in relation to this purchase order. Supplier
shall notify Reseller of any known or suspected violations of export or import control laws
or regulations related to any Restricted Party involving this purchase order, or the initiation
or existence of any U.S. Government investigation into same.
23.2. If the items provided by Supplier originate from a foreign location, they may also
be subject to the export and import control laws and regulations of the country in which
the items originate. Supplier shall abide by all applicable export and import control laws
and regulations of that originating country.

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23.3. Supplier shall not engage in any subcontracts relating to this Agreement except in
compliance with U.S. export and import controls laws and regulations, and any
authorizations granted thereunder.
23.4. Supplier is responsible for complying with all relevant import laws and regulations
to the extent consistent with U.S. law. Reseller shall not serve as Importer of Record.
Supplier shall be responsible for Customs clearance, payment of any and all duties, taxes,
and fees for goods entering into the United States, or other relevant country.
23.5. Supplier shall indemnify Reseller for all liabilities, penalties, losses, damages, costs
or expenses that may be imposed on or incurred by Reseller in connection with any
violations of non-U.S. or U.S. export or import control laws and regulations, by Supplier,
its officers, employees, agents, Suppliers or subcontractors at any tier.
24. Severability
If any provision of this Agreement or application thereof is found invalid, illegal or unenforceable
by law, the remainder of this Agreement will remain valid, enforceable and in full force and effect,
and the Parties will negotiate in good faith to substitute a provision of like economic intent and
effect.
25. Standards of Business Ethics and Conduct
By the acceptance of this Agreement, Supplier represents that it has not participated in any conduct
in connection with this Agreement that violates the business ethics and conduct standards of
Supplier, which shall be standards as generally accepted in the industry. If, at any time, Reseller
determines that Supplier is in violation of the applicable standards of business ethics and conduct,
Reseller may terminate this Agreement upon written notice to Supplier and Reseller shall have no
further obligation to Supplier.
26. Survivability
Supplier ompletion
of this Purchase Order, including but not limited to obligations under the Termination for
Convenience, Termination for Default, Proprietary Rights, Release of Information, Warranty,
Infringement, Taxes and Drawback, Compliance with Law, Responsibility and Insurance,
Indemnity Against Claims, Export/Import Controls, and Reseller Supplier Records
and Facilities provisions of this Purchase Order, shall survive expiration, termination or
completion of this Purchase Order.
27. Electronic Transmissions
27.1. The Parties agree that this Agreement, if transmitted electronically and the
electronic signatures thereon are authenticated; that neither Party shall contest the validity
of such on the basis that this Agreement was electronically transmitted or contains an
electronic signature.
27.2. Supplier shall, at Reseller Supplier
business transactions by electronic means using email.
28. Reseller Supplier Records and Facilities

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Supplier shall maintain general records relating to this Agreement for a minimum period of four
years after completion of final delivery of materials, goods or services pursuant to this Agreement
or for such longer period as required by statute or as may be specified elsewhere in this Agreement.
In order to assess Supplier work quality, conformance with Reseller specifications and
compliance with this Agreement, and Supplier Reseller or its
authorized agents and representatives shall have the right, at its expense, not more than two (2)
times in a calendar year, at any time during normal business hours of Supplier and with adequate
notice to Supplier to inspect all relevant (i) records relating to any of Supplier
this Agreement, (ii) materials and services related in any way to the goods

29. Entire Agreement
This Agreement, together with the Purchase Orders and any referenced exhibits, attachments or
other documents, constitute the entire agreement between the Parties with respect to the subject
matter of this Agreement, and supersede any prior or contemporaneous written or oral agreements
pertaining thereto.
Signature Page Below

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IN WITNESS, WHEREOF, the parties hereto, intending to be legally bound, have executed this
Subcontract Agreement:

BLUE FLAME MEDICAL LLC
By:

Name: John Thomas
Title: President
Date: 3/25/2020

SUUCHI INC.
By:

Name: Suuchi Ramesh
Title: Founder, CEO
Date: 3/25/2020

CONFIDENTIAL BFM000001551

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