MASTER SERVICES AGREEMENT

This Master Services Agreement (hereinafter the “Agreement”) made on this ____
day of ________ 2020 between:

MEDI ASSIST HEALTHCARE SERVICES LIMITED (formerly known as Medi Assist

Healthcare Services Private Limited), a company incorporated in India under the
Companies Act 1956, having its registered office at Tower D, 4th Floor, IBC
Knowledge Park, 4/1, Bannerghatta Road, Bangalore- 560 029 (hereinafter referred
to as “Medi Assist” which expression shall unless repugnant to the context thereof
mean and include its successors, subsidiaries, associates and permitted assigns) of
the First Part

AND

(Network Provider) a Company/Firm/Trust/institution located at

_____________________________________________________________________
_____________________________________________________________________
______________________________________________________________
(hereinafter referred to as “Network Provider”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns) as “party” of the OTHER PART

WHEREAS:

(A) Network Provider is a provider of medical or health services (including

hospitals and other facilities) or any other person or organization and is
involved or associated with the delivery of healthcare or wellness related
services and furnishes bills or is paid for health care in the normal course of
business.

(B) Medi Assist is a provider of medical or health services and is an aggregator of

such services or as facilitator, is associated with the delivery of healthcare or
wellness related services. Further, Medi Assist is certified by National
Accreditation Board for Hospitals and Healthcare Providers (“NABH”) as
Medical Value Travel Facilitator.
(C) In the course of its business, Medi Assist has developed a Health
Information Exchange Platform (Medi Assist HIE/ Platform) which enables
mobilization of healthcare information electronically. Medi Assist HIE
provides the capability to electronically move clinical information among
different health care information systems. It facilitates access to and
 retrieval of clinical data to provide safer and more timely, efficient, effective,
and equitable patient-centered care.
The Medi Assist HIE is focused on addressing the need for:
 The manual printing, scanning and faxing of documents, including paper and
ink costs, as well as the maintenance of associated office machinery.
 The physical mailing of patient charts and records, and phone communication
to verify delivery of traditional communications, referrals, and test results
 The time and effort involved in recovering missing patient information,
including any duplicate tests required to recover such information.

The Medi Assist HIE allows doctors, nurses, pharmacists, other health care
providers and patients to appropriately access and securely share a patient’s
vital medical information electronically for improving the speed, quality,
safety and cost of patient care. The Medi Assist HIE will be offered to the
Network Provider as part of the services being provided under this
Agreement.

(D) Network Provider is partnering with Medi Assist to offer its services as fully
described in the Statement of Work (“SOW”) (Annexure – A”) and/or also
agrees that Health Services Agreement executed with its Subsidiary viz., Medi
Assist Insurance TPA Private Limited and such SOW or Health Services
Agreement shall be an integral part of this agreement.
(E) Network Provider has represented to Medi Assist that it has the requisite
expertise, experience and resources to undertake and provide the Services.
(F) Relying on the representations of Network Provider, Medi Assist has agreed
to permit Network Provider, to offer its Services on such terms and
conditions appearing hereinafter.
(G) The details of the Network Provider are as per the KYC document forming
part of this Agreement as Schedule-1. The Network Provider shall keep Medi
Assist informed and submit revised KYC in the event of any changes in KYC
details within 3 working days of such change and the updated KYC shall be
integral part of this Agreement.

Now therefore in consideration of the representations, mutual promises,

covenants and undertakings set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:

1. TERM OF THE AGREEMENT:

This Agreement shall come into force from 1st October 2020 or if applicable such
other date as specified in SOW (“Commencement Date”) and shall continue to be in
full force for a period of ten (10) years or any such term as may be specified in the
SOW reckoned from the Commencement Date, unless terminated sooner in
accordance with clause 8 (“Term”).

2. SCOPE AND DETAILS OF SERVICES:

2.1 Network Provider shall provide the services described in each such SOW (the
“Services”) in accordance with the terms and conditions of this Agreement and the
applicable SOW.

2.2 To the extent that an affiliate/group company(ies) of Medi Assist requests

Services and executes a SOW with Network Provider, the parties entering into each
such SOW shall be deemed to have executed a Master Services Agreement on
identical terms as this Agreement except that references to Medi Assist in this
Agreement shall be deemed to be references to such Medi Assist affiliate/group
company(ies).

2.3 The Scope of Services shall include but not be limited to areas such as In-
Patient care, Out-Patient care, Diagnostic and/or Imaging Centre, Pharmacies & e-
Pharmacies, Preventive care, Doctor, aggregators, Specialty Centres,
Intermediaries, other wellness and healthcare services.

2.4 The SOW shall form an integral part of this Agreement and shall be read as
such. Each SOW shall detail the Services, deliverables, schedules and compensation
for each Service/project authorized under this Agreement. In the event of a conflict
between the provisions of this Agreement and the provisions of any SOW, the terms
of the SOW shall prevail with respect to that SOW only.

2.5 Network Provider agrees that the Schedule of charges and discounts
mentioned in the Health Services Agreement, which is part of this Master Service
Agreement shall be applicable to all Medi Assist member/ beneficiary including but
not limited to whether covered by Insurance policy, under any corporate cover,
government scheme or any other coverage.

2.6 This Agreement is on a principal–to–principal basis between the Parties

hereto. The Network Provider shall perform all the Services hereunder as an
independent service provider and nothing contained herein shall be deemed to
create any association, partnership, joint venture or relationship of principal and
agent or master and servant or employer and employee between the Parties hereto
or any affiliates thereof or to provide either Party with the right, power or authority,
whether express or implied to create any such duty or obligation on behalf of the
other Party. The Network Provider acknowledges that its rendering of the Services is
solely within its own control subject to the terms and conditions agreed upon and
agrees not to hold itself out to be an employee, agent or servant of Medi Assist or
affiliate thereof.
3. NETWORK PROVIDER OBLIGATIONS/ REPRESENTATIONS AND
WARRANTIES:

3.1 The Network Provider undertakes to Medi Assist that it shall provide services
within agreed timelines and as per service levels as specified in the SOW and/or this
Agreement with all the skill and care, reasonably expected of an appropriately
qualified, competent and experienced network provider of the same or similar size
to the Network Provider in performing the same or similar services which the
Network Provider is obliged to perform pursuant to this Agreement. The Network
Provider shall not engage any person with a criminal record/conviction or any person
who has faced disciplinary action in his previous employment and shall bar any such
person from participating directly or indirectly in the provision of Services under this
Agreement.

3.2 The Network Provider acknowledges that Medi Assist is and will at all times
be relying upon the Network Provider’s expertise and judgment. Nothing in this
Agreement obligates Medi Assist or any person acting on behalf of Medi Assist to
carry out any inspection, review or approval of the Services and any omission to
inspect, review or approve the Services shall not in any way diminish any duty or
liability of the Network Provider under or in connection with this Agreement.

3.3 The Network Provider has necessary infrastructure to provide the services
and undertakes and agrees to supervise its staff assigned for the Services to ensure
that it is conducted in accordance with the terms and conditions agreed upon
between Medi Assist and the Network Provider.

3.4 The Network Provider hereby agrees that it shall comply with all applicable
laws, labour laws, ordinances, regulations and codes, medical code of ethics, medical
practices and other statutory guidelines in performing its obligations and the
Services hereunder, including the procurement of licenses, permits and certificates
and payment of taxes where required. If at any time during the term of this
Agreement, Medi Assist is informed that the Network Provider is or may be in
violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged
by any court, tribunal or other authority), the Network Provider shall immediately
take all appropriate steps to remedy such violation and comply with such law,
regulation, ordinance or code in all respects. Further, the Network Provider shall
establish and maintain all proper records (particularly, but without limitation,
accounting records) required by any law, applicable to it from time to time.

3.5 In the event the Network Provider is aware of a conflict between any of the
terms set out under this Agreement, it shall inform Medi Assist of the same and the
Parties shall discuss and agree upon the manner in which the Network Provider
should perform its obligations hereunder and the manner in which such conflict shall
be resolved.
3.6 The Network Provider shall promptly notify Medi Assist on becoming aware
of any claim, accusation, notice of violation, demand, action, abatement or order,
conditional or otherwise, which has been made against it or Medi Assist or any
director, secretary, manager or similar officer of either of them in relation to the
Services or the Agreement. The Network Provider agrees to cooperate with and
assist Medi Assist in taking whatever action which Medi Assist determines to be
reasonably necessary or desirable to mitigate the delay or loss arising from such
notice.

3.7 The Network Provider’s Personnel shall not disrupt or interfere with the
performance of duties of Medi Assist employees.

3.8 Network Provider hereby agrees to give Most Favored Customer (MFC) status
to Medi Assist for all services under this agreement. In case Network Provider gives
the same services to any other third party at such commercial terms lower than
Medi Assist then the Network Provider shall be bound to provide the services to
Medi Assist on similar commercial terms with retrospective effect.

3.9 The Network Provider agrees that it is having valid registration for providing
the services as specified under this Agreement and each SOW will continue to meet
all the criteria as defined under applicable statue. The Network Provider also
undertakes to inform Medi Assist if at any point of time the Network Provider fails to
meet the said criteria. Medi Assist is under obligation to pay for the services taken
only during the period the Network Provider complies with the definition and holds
valid license. The Network Provider shall be responsible for ensuring that the
Doctors/Medical Practitioners/ paramedics etc. are having valid practicing license
and /or necessary technical training and expertise.

3.10 The Network Provider shall grant full access and permit Medi Assist to verify
medical records and other records related to hospitalization and to visit patients
during the period of their hospitalization.

3.11 The Network Provider shall not exercise any lien on any of the assets,
properties, documents, instruments or materials belonging to Medi Assist and in the
custody of the Network Provider.

3.12 Network Provider will solely be held responsible for any errors / omissions
related to procedures, processes and /or methodologies or any clinical practice
pursued by Network Provider, in providing Health / Medical Services provided under
this Agreement.

3.13 Network Provider shall, in addition to physical copies of claim documents also
provide e-claim files by way of clear and legible scan copies or in pdf format or any
other mutually acceptable machine readable format.
3.14 The Network Provider undertakes that by entering into this agreement it has
not or shall not violate any applicable laws/regulations, agreements, rights or
obligation existing between Network Provider and any other party. The Network
Provider further represents that it has never committed or shall not commit any act/
offence which prevents it from providing services as required under this agreement.

4. PAYMENT FOR SERVICES:

The commercials as applicable shall be as specified in the SOW.

5. CONFIDENTIAL INFORMATION:

5.1 Confidential Information shall mean all proprietary information or data

furnished by Medi Assist, users of the Platform, members of Medi Assist, and/or its
affiliates before or after the Commencement Date hereof, which (i) in the case of
written, recorded, graphical or electronically communicated or stored information,
or any other information in tangible form, contains legends and/or other written
markings indicating that Medi Assist considers such information proprietary and/or
confidential, or (ii) in the case of oral information, is designated as proprietary
and/or confidential at the time of disclosure and is confirmed by Medi Assist to be
proprietary and/or confidential through a written communication to Network
Provider. Notwithstanding the foregoing, and even if such information does not bear
legends or markings or if no follow up written communication is made indicating
information disclosed orally is proprietary or confidential, Confidential Information
shall include all information disclosed by Medi Assist which Network Provider should
reasonably understand to be considered Confidential Information of Medi Assist,
including, without limitation, any data including medical data or information
regarding Medi Assist’s employees, prospective employees, business objective /
criteria, employee lists, employee profiles, employee information, Medi Assist
Members, Medi Assist clients and other documentation relating to past, present or
future business activities, Sensitive Personal data or Information of the Users or
Member as defined under the Information Technology Act, 2000 read with the
Information Technology (Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011 and any other applicable Rules made
thereunder.

5.2 Network Provider agrees that is has taken necessary consents from the
member / patient for collecting and sharing Personal information or Sensitive
Personal data or information with Medi Assist in a manner/form that may be
communicated by Medi Assist to the Network Provider from time to time..

“Consent” hereby means express consent, whether in written or electronic form,

given by the owner or its representative after understanding the nature, purpose
and consequences of the collection, use, storage or disclosure of the health data.
5.3 The Network Provider agrees and confirms that it shall not use, share, and
reveal any Confidential Information provided by Medi Assist for any purpose other
than for rendering Services under this Agreement and provide it only on a need to
know basis to its Personnel for provision of Services under this Agreement with prior
written permission from Medi Assist. The Network Provider will ensure that all
Personnel assigned by the Network Provider to provide the Services under this
Agreement have signed appropriate confidential and non - disclosure agreement
(with terms no less onerous than terms appearing in this Agreement) to ensure Medi
Assist’s Confidential Information disclosed under this Agreement is protected from
unauthorized use and disclosure. The Network Provider hereby assumes full liability
for the actions of its Personnel who have access to the Confidential Information
provided by Medi Assist and agrees that it shall be liable for all such actions as
though those actions were the actions of Network Provider itself.

5.4 Save as permitted in clause 5.2 above:

a. the Network Provider shall not make any public announcement or

statement to the public containing Confidential Information without the
prior written consent of Medi Assist except to the extent such
announcement, statement or publication is required to comply with a
direction of a legal authority. No such public announcements or
statements or publication shall be made without the prior review and
express approval of the appropriate individual designated for the purpose
by Medi Assist;
b. the Network Provider shall not mention or otherwise use the name or
trademark of Medi Assist or its affiliates in any publication, press release,
promotional material or other form of publicity without the prior written
consent of the appropriate individual designated for the purpose by Medi
Assist;
c. the Network Provider shall take all steps as may be reasonably necessary
to protect the integrity of the Confidential Information and to ensure
against any unauthorized disclosure thereof;
d. promptly inform Medi Assist of any potential or accidental disclosure of
the Confidential Information and take all steps, together with Medi Assist,
to retrieve and protect the said Confidential Information;
e. use the Confidential Information only for the purpose for which it was
provided and under no circumstance shall the Confidential Information be
accessed, used or disclosed to any person for monetary value.

5.5 Medi Assist may use the data /information received from Network Provider
and convert the unstructured data into a machine readable, structured or
anonymized form provided that such process is in pursuance of the primary services
rendered by Medi Assist. For providing this, Medi Assist may engage specialist
personnel, technology from third parties for the purposes of enabling the said
activities and for developing or training an Artificial Intelligence program.
6. INTELLECTUAL PROPERTY

6.1 Any and all Confidential Information necessary for Network Provider to
perform its obligations under this Agreement provided by Medi Assist in pursuance
to this Agreement shall be as between Medi Assist and the Network Provider remain
vested in and be owned by Medi Assist. Medi Assist may from time to time during
the Term of this Agreement disclose to the Network Provider Confidential
Information or other information necessary for the Network Provider to perform its
obligations under this Agreement subject to the following:
a. the Network Provider shall promptly disclose to Medi Assist, any work,
idea or method conceived or reduced to practice pursuant to the
performance of the Services. As between the Parties all copyright in such
work, idea or method will be owned by Medi Assist (“Medi Assist IP”).
b. the Network Provider shall do all such acts and things and execute all
such deeds and documents as may be necessary or desirable for Medi
Assist to perfect its title in such Medi Assist IP (as applicable).
c. the Network Provider shall ensure that any Personnel involved in the
performance of this Agreement shall be employed on legally binding
written terms which require the assignment of all Intellectual Property
resulting from work carried out by that Personnel pursuant to this
Agreement to the Network Provider for onward assignment to Medi
Assist.
d. Medi Assist hereby grants to the Network Provider the non-exclusive and
limited right to use the Confidential Information, if necessary & applicable
to perform its obligations under this Agreement and the Medi Assist IP, in
any way whatsoever for the limited purpose of performing its obligations
under this Agreement. This limited right shall is not capable of being sub-
licensed to any third party without the express consent of Medi Assist,
however this does not exclude the possibility for Network Provider to
appoint sub-contractors under clause 9.
e. Network Provider has no right or interest in the Confidential Information
disclosed to Network Provider for performance its obligations under this
Agreement; further the Network Provider does not and will not at any
time in the future claim any right, title of interest in the Confidential
Information and in the Medi Assist IP.

6.2 The Network Provider acknowledges that in the event of any breach or
threatened breach of this clause 6 by the Network Provider or its Personnel,
monetary damages may not be an adequate remedy, and therefore, Medi Assist
shall be entitled to injunctive relief to restrain the Network Provider or its Personnel
from any such breach, actual or threatened.

6.3 This Agreement transfers to Network Provider neither title nor any
proprietary or intellectual property rights to the Portal, documentation, or any
copyrights, patents, trademarks or any other intellectual property embodied or used
in connection therewith, except for limited permission to access as set out under this
Agreement. Network Provider shall:

6.3.1 not claim or assert title to or ownership of the Portal (or modifications
thereto) or other intellectual property, or remove or alter any copyright
or proprietary notice from copies of the Portal or from other intellectual
property;
6.3.2 use reasonable care and protection to prevent the unauthorised use,
copying, publication or dissemination of the Portal and other intellectual
property; or
6.3.3 Network Provider agrees that it will not, nor through any of its parent,
subsidiary, affiliate, agent or other third party:
a) copy the portal;
b) reverse engineer, decompile, disassemble, or otherwise attempt to derive
source code from the Portal;
c) sell, lease, licence, sub-licence, modify, time share, outsource, or
otherwise use or transfer the Portal or the documentation or any other
related intellectual property to any third party;
d) write or develop any derivative software or any other software program
based upon the Portal or any Confidential Information (as defined in this
Agreement)
e) alter or attempt to change the settings on the Portal or rights of use of
intellectual property thereto.
f) download or retrieve onto the server and / or any other equipment the
Portal.
g) have any physical access or possession of any Medi Assist asset viz.
Information Technology Infrastructure including but not limited to
Computer Hardware, Servers or any other equipment without limitation
to location.

6.4 Network Provider agrees to indemnify and hold harmless Medi Assist, its
directors, officers, agents, client, contractors and employees against any and all
costs, losses, liabilities, expenses and judgments incurred, including but not limited
to reasonable attorneys’ fees and court costs (collectively, “Losses”), resulting from
or arising out of any claim, demand, or cause of action brought by a third party
based on or arising out of Network Provider’s breach of warranty as set forth in
clause 6.

The provisions of this clause will survive the termination of this Agreement.

7. INDEMNIFICATION:

7.1 The Network Provider shall indemnify, defend and hold harmless Medi Assist
and its officers, directors, clients and their employees, affiliated companies, agents,
users of the Portal harmless against any and all liabilities, actions, losses, judgments,
payments made in settlement, suits, proceedings, demands, damages, claims, costs
and expenses including reasonable attorney’s fees from third parties including
representatives and subcontractors of the Network Provider, resulting from:
a.) failure by the Network Provider to perform any of its obligations under this
Agreement, in accordance with the provisions of this Agreement;
b.) wrongful termination of, or abandonment of work under this Agreement;
c.) breach of third party contracts by the Network Provider, while performing
the Services regardless of whether or not the party bringing such claim finally
prevails;
d.) infringement of any third party Intellectual Property Rights;
e.) any claim from any statutory authority or any employee, consultant,
representative of the Network Provider or employee, consultant,
representative of a subcontractor of the Network Provider with respect to
the terms of service / employment of the employee, consultant,
representative with the Network Provider or with the subcontractor of the
Network Provider as the case maybe, arising in relation to non compliance by
the Network Provider with any matter set out in clause 3.6 hereinabove; and
f.) any act, commission or omission, negligence, mis-representation, fraud,
forgery, dishonesty, misconduct or violation of any of the terms and
conditions of this Agreement by the Network Provider or its Personnel.
g.) Any claim made on Medi Assist or any loss suffered by Medi Assist due to any
act or omission of Network Provider or its employees, representatives or sub-
contractors.

7.2 The Network Provider shall co-operate with Medi Assist in defending any
claim/s against Medi Assist by any local, state or central authority with respect to
any levies, taxes, duties, fines, and/or penalties etc. due and payable by the Network
Provider, and shall indemnify Medi Assist, fully and without limit, against the same.
7.3 The Network Provider recognizes that the indemnities provided under this
Agreement shall be in addition to and not in lieu of any other remedy available to
Medi Assist under this Agreement or by law.

8. TERMINATION:

8.1 Medi Assist reserves the right to terminate this Agreement without cause
upon giving the Network Provider an advance written notice of 15 (fifteen) days.

8.2 Medi Assist shall have the right to terminate this Agreement for cause with
immediate effect upon giving written notice of termination to the Network Provider
if the Network Provider commits a material breach of this Agreement which is
incapable of remedy or which in the case of a breach capable of remedy shall not
have been remedied within thirty (30) days of the receipt by it of a written notice
from Medi Assist identifying the breach and requiring its remedy.

8.3 Medi Assist shall have the right to terminate this Agreement with immediate
effect upon giving written notice of termination to Network Provider if: (a) the
Network Provider has failed to commence performance of the Services under this
Agreement within thirty (30) days after the Commencement Date; or (b) the
Network Provider has abandoned the performance of its obligations under this
Agreement; or (c) the Network Provider has assigned or transferred this Agreement
without the prior written consent of Medi Assist; or (d) if the Network Provider
becomes insolvent; or (e) Network Provider is involved in any fraud, mal-practices or
any unethical conduct.
8.4 In the event this Agreement is terminated pursuant to the provisions of this
clause, no further liabilities or obligations shall accrue to Medi Assist and Medi Assist
has the right to adjust any claim or monies against the fees due and outstanding for
Services provided upto the time of termination.

8.5 Upon termination or expiry of this Agreement:

a) the Parties shall immediately take steps to bring the performance of their
obligations under this Agreement to a halt in a safe and orderly manner
but with all reasonable speed and economy;
b) the Network Provider shall have no right to use any Confidential
Information provided to Network Provider to perform its obligations
under this Agreement and the Medi Assist IP for any purpose whatsoever;
c) the Network Provider shall, notwithstanding any lien or any other right to
withhold the same, immediately deliver to Medi Assist, all Confidential
Information provided to Network Provider to perform its obligations
under this Agreement, the Medi Assist IP and documents containing
information thereof and correspondence, minutes of meetings, records,
reports and/or any other documents or data of any kind in its possession,
custody or control relating to the Services;
d) the license granted to the Network Provider under clause 6.1(d) shall
terminate; and
e) clauses 3, 5, 6, 7, 11, 12, 13, 14, 15, 16, 17, 19 and 20 shall survive expiry /
termination of the Agreement and shall continue to apply.

8.6 It is hereby agreed and understood by the Parties that the provisions of this
clause shall neither limit nor restrict or preclude Medi Assist from pursuing such
further and other legal actions, against the Network Provider for any breach or non-
compliance of the terms of this Agreement.

9. SUBCONTRACT:

9.1 Network Provider shall perform the Services only through its employees and
shall not use any Sub-contractor (including, but limited to, any affiliates, agents,
agencies, independent Service Providers, sole proprietors or other non-employees of
Network Provider). Should there be any requirement for Services to be performed
by third-party sub-contractors, Network Provider shall first obtain prior written
consent from Medi Assist which Medi Assist may deny at its absolute discretion.

9.2 The appointment of a subcontractor shall be on the following terms:

 (a) where Medi Assist expressly consents to the sub-contracting or
delegation of any part of the Network Provider’s obligations under this
Agreement such consent shall be without prejudice to the Network
Provider’s continuing obligation to ensure that the sub-contracting
and/or delegated work is continued to be performed at all times in
accordance with the requirements of this Agreement;
(b) that all the approved sub-contractors shall execute written agreements
with Network Provider containing provisions that are in conformity with
and no less stringent than the provisions of this agreement.

9.3 No approval by Medi Assist to subcontract any of the Services shall relieve
Network Provider of any of its obligations under this agreement or under respective
SOW. Network Provider shall be directly responsible for all Services performed by
such sub-contractor. No provision of this agreement will be deemed to create a
contractual relationship between Medi Assist and any sub-contractor of Network
Provider.

10. INSURANCE:

10.1 The Network Provider, at its own cost, from the Commencement Date
maintain Comprehensive General Liability (CGL) insurance coverage, Professional
Indemnity / Errors and Omissions policy covering Medi Assist’s potential loss and
damage as a result of any breach, error or omission by the Network Provider under
this Agreement. Employer’s Liability covering legal liability to make any payment in
respect of death, injury or disability of Personnel under applicable law.

10.2 The Network Provider shall provide to Medi Assist a copy of the certificate of
insurance evidencing the insurance coverage set forth in clause 10.1. The Network
Provider shall provide to Medi Assist at least thirty (30) days prior written notice of
any cancellation, non-renewal or material change in any of the insurance coverage.
The Network Provider shall, upon receipt of written request from Medi Assist,
provide renewal certificates to Medi Assist for as long as the Network Provider is
required to maintain insurance coverage hereunder.

10.3 Notwithstanding anything contained herein, Medi Assist under no

circumstances shall be held liable for any adverse eventuality or liability that may
arise by reason of Network Provider’s failure, negligence or default in taking of the
requisite insurance with adequate coverage.

11. LIMITATION OF LIABILITY:

11.1 Medi Assist will not be in any way held responsible for the outcome of
treatment or quality of care or services provided by the Network Provider.
11.2 Medi Assist shall not be liable or responsible for any acts, omission or
commission of the Doctors and other medical staff of the Network Provider and the
Network Provider shall obtain at its own cost and expenses, adequate general and
professional liability coverage to cover any loss under this Agreement. The Network
Provider agrees that it shall be solely responsible for all claims whatsoever; arising
from any deficiency in the Services or any failure to provide identified Service.

11.3 Medi Assist shall not be liable to the Network Provider for any indirect,
incidental, contingent, consequential, punitive, exemplary, special or similar
damages, including but not limited to, loss of profits or loss of data, whether
incurred as a result of negligence or otherwise, irrespective of whether Network
Provider has been advised of the possibility of the incurrence of any such damages.

11.4 Nothing in this Agreement shall be taken to exclude or limit the Network
Provider’s liability under or arising out of this Agreement whether based in contract,
tort (including negligence and strict liability) or otherwise to the extent that such
liability cannot be excluded by law.

11.5 Medi Assist is merely a facilitator and under no circumstances for whatsoever
reason shall it be held liable for any damages, costs claims etc. in any dispute inter-se
between the Network Provider, user of the Service or the entities with whom users
are employed or associated or any other third party.

This clause shall survive the termination/expiry of this Agreement.

12. NON-SOLICITATION:

12.1 The Network Provider (including its officer, staff) agrees not to entice, solicit
or seek to entice or solicit directly with a view to offer employment to any of the
employees, consultants or associates of Medi Assist during the period of the
Agreement and for a period of one year after the expiry or termination of the
Agreement. The Network Provider also agrees not to refer the employee or
consultants of Medi Assist for employment to a third party.

13. GOVERNING LAWS:

13.1 This Agreement shall be governed and interpreted in accordance to the laws
of India and the courts at Bangalore only shall have exclusive jurisdiction in all
matters arising out of this Agreement.

14. NOTICE:

14.1 Any notice, request, demand, waiver, consent, approval or other

communication permitted or required under this Agreement shall be in writing and
shall be deemed given only if delivered by hand or sent by facsimile transmission
(with transmission confirmed) or by a postal delivery service that maintains records
of delivery, addressed to the Parties at their respective addresses specified in
accordance with this clause. Any notice given under this Agreement shall be
deemed to have been given as of the date delivered if sent by hand or post or as of
the date transmitted if sent by facsimile (with transmission confirmed). Any notice
delivered by facsimile shall be confirmed by a hard copy delivered as soon as
practicable thereafter. This clause is not intended to govern the day-to-day business
communications necessary between the Parties in performing their obligations
under the terms of this Agreement.

Address for Notice:

Network Provider Medi Assist

Tower D, 4th Floor, IBC
<____________________________> Knowledge Park, 4/1,
Bannerghatta Road, Bangalore-
560 029
For the attention of: For the attention of: Legal
Department
<____________________________>

15. ILLEGAL GRATIFICATION:

15.1 The Network Provider hereby represents that it has not and shall not itself or
through any of its Personnel given or give or promise to give any money or gift to any
employee/official of Medi Assist to influence their decision regarding this
Agreement, nor shall it exert or utilize any unlawful influence through a promise to
pay a commission, percentage, brokerage or contingent fee to secure or solicit any
extension hereof.

15.2 The Network Provider acknowledges and agrees that it has not, and will not,
make or promise to make corrupt payments of money or anything of value, directly
or indirectly, to any government or public international organization officials,
political parties, or candidates for public office, or employee of a commercial
customer or supplier, for the purpose of obtaining or retaining business or securing
any improper advantage.

15.3 The Network Provider agrees that breach of this clause 15 shall be sufficient
ground for Medi Assist to terminate this Agreement immediately without prejudice
to the Network Provider's liability under applicable laws. Further, breach of this
clause 15 shall also be sufficient ground for Medi Assist to withhold any and all
payments, which may be due to the Network Provider and for Medi Assist to initiate
appropriate legal actions against the Network Provider.
15.4 The Network Provider also agrees that it shall not engage in any activity that
would expose Medi Assist to a risk of penalties under any laws and regulations of any
relevant jurisdiction relating to corrupt practices, prohibiting improper payments,
including but not limited to bribes to officials of any government or private agency.

16. RECORD KEEPING:

16.1 Network Provider shall keep complete and accurate records including
medical records for all cases or transactions, expenses and compliance under
applicable laws relatable with the Services provided to Medi Assist. All such records
shall be kept on file by the Network Provider from the date the record is made in
physical form and electronic form as required under applicable laws.
16.2 Network Provider shall share the records and data with Medi Assist
periodically and as the mode as agreed by the Parties from time to time and as
specified in the SOW.
16.3 Medi Assist can anytime ask for any information, records or details from
Network Provider and Network Provider shall provide the same immediately upon
request.

17. INSPECTION AND RIGHT TO AUDIT:

17.1 The Network Provider shall at any time allow Medi Assist, its officers, its
clients, auditors and/or its authorized persons or its representatives, the opportunity
of inspecting, examining and auditing, the Network Provider’s operations, its
premises and any records which are relevant to the Services, as set forth in this
Agreement. The Network Provider will co-operate with Medi Assist's internal or
external auditor to assure a prompt and accurate audit of the Services. Network
Provider shall fulfill all the requirements of Medi Assist or its representatives
regarding any information, data or records. Such audits or reviews will be at the
expense of Medi Assist. However, if the audit discovers discrepancies or
overcharges, then upon completion of such audit or review, the Network Provider
will reimburse Medi Assist for such overcharges and also for the cost of the audit.

17.2 In the event of any non-compliance by the Network Provider with any term of
this Agreement (including, without limitation, any billing discrepancies) Medi Assist
shall have the right to recover the said amount from the Network Provider and the
Network Provider agrees to pay any such amount or same can be set-off by Medi
Assist against the outstanding dues to the Network Provider.

18. FORCE MAJEURE:

Neither Party shall be considered in default in the performance of its obligation

under the Agreement, if such performance is prevented or delayed on account of
war, civil commotion, strike, epidemics, pandemics, accidents, fires, unprecedented
floods, earth quake or because of promulgation of any law or regulations by the
Government, unforeseen breakdowns or account of any other Acts of God. At the
time of occurrence of a force majeure condition, the affected party shall give a
notice in writing within fifteen (15) days from the date of occurrence of the force
majeure condition indicating the cause of force majeure condition and the period for
which the force majeure condition was likely to subsist. In the event the affected
party is prevented from fulfilling its obligation under the Agreement owing to the
force majeure condition continuing for more than sixty (60) days, both Parties shall
consult each other regarding the continuation of the Agreement including early
termination as set forth in clause 8 above.

19. INFORMATION TECHNOLOGY SECURITY AND DATA PROTECTION

19.1 Network Provider shall implement such information technology security

practices and standards that confirms at least to the international Standard
IS/ISO/IEC 27001 on “Information Technology – Security Techniques – Information
Security Management System – Requirements” or such higher security standard
having wide acceptability for purpose of compliance under the Information
Technology Act, 2000 and rules framed under the Information Technology Act, 2000
including Information Technology (Reasonable security practices and procedures and
sensitive personal data or information Rules, 2011) or any other applicable statutory
provisions.

19.2 Network Provider shall perform the Services in a manner that will not result
in placing Medi Assist in breach of any applicable personal data protection law or
obligation and rules made thereunder.

19.3 Network Provider agrees to abide by the terms of use of Medi Assist Platform
as provided and amended from time to time and as given on Platform.

20. NON CIRCUMVENTION / ANTI-POACHING

20.1 The Network Provider recognizes that the Confidential Information shared
under this Agreement is solely for performance of the Services in accordance with
the terms of this Agreement.
20.2 The Network Provider also acknowledges that it is expressly prohibited from
employing/benefiting from the Confidential Information shared by Medi Assist under
this Agreement by securing any business and/or business advantage in a manner
which is detrimental to the business interests of Medi Assist.
20.3 The Network Provider hereby undertakes, agrees and guarantees that the
Network Provider shall not, directly or indirectly interfere with, circumvent or
attempt to circumvent, avoid, poach, by-pass, or obviate Medi Assist’s interests in
connection with any business with Medi Assist’s clients.
21. PENALTY:

21.1 The Network Provider shall be liable to pay such penalty to Medi Assist
towards liquidated damages for breach of service terms as set out in the applicable
SOW. The description and quantum of penalty shall be as specified in the applicable
SOW.

22. MISCELLANEOUS:

22.1 Severability: The Parties acknowledge and agree that if any of the provision
of this Agreement is deemed invalid, void, illegal, and unenforceable, then that
provision stands severed from this Agreement and the remaining provisions of this
Agreement shall remain valid and enforceable.

22.2 Amendments: Either Party shall have the right to effect additions or
alterations to the terms and conditions herein contained but no such addition or
alteration shall be valid and binding unless signed by the authorized representatives
of each of the Parties.

22.3 Non-Assignment: Network Provider shall not assign or transfer its rights and
obligations under this Agreement without the prior written consent of Medi Assist.

22.4 Publicity: The Network Provider shall not use the name and/or
trademark/logo of Medi Assist, its group companies, subsidiaries or associates in any
sales or marketing publication or advertisement, or in any other manner without
prior written consent of Medi Assist.

22.5 Waiver: No delay or failure of any Party in exercising or enforcing any of its
rights or remedies whatsoever shall operate as a waiver of those rights or remedies
or so as to preclude or impair the exercise or enforcement of those rights or
remedies. No single or partial exercise or enforcement of any right or remedy by any
Party shall preclude or impair any other or further exercise or enforcement of that
right or remedy by that Party. Save as expressly provided in this Agreement neither
Party shall be deemed to have waived any of its rights or remedies whatsoever
unless the waiver is made in writing, signed by a duly authorized representative of
that Party and may be given subject to any conditions thought fit by the grantor.
Unless otherwise expressly stated any waiver shall be effective only in the instance
and for the purpose for which it is given.

22.6 Entire Agreement: This Agreement contains the entire understanding of the
Parties with regard to provision of the Services and supersedes all previous
correspondence / agreements / understanding. Any amendment, modification,
change or revision to this Agreement as mutually agreed between the Parties hereto
shall be made in writing.
22.7 Non Exclusive Agreement: This Agreement is on a non-exclusive basis and
the Network Provider shall not have any exclusive right to provide the Services to
Medi Assist. Medi Assist shall be free to engage any other Network Provider/s or
may entrust services similar to the Services or any part thereof to any other
person/s.

22.8 Authority to Sign: Each person signing the Agreement represents and
warrants that he or she is duly authorized and has legal capacity to execute and
deliver the Agreement.

22.9 Digital execution: Incase both the parties agree to execute this agreement
through digital or electronic means, each Party agrees and undertakes that it is
legally entitled and eligible to enter into this Agreement and further agrees and
undertakes to be bound by and abide by this Agreement and the person accepting
this Agreement by and on behalf of the Party is authorized representative and is
authorized to bind the entity on whose behalf this Agreement is being accepted.
Parties hereby specifically agree and acknowledge to the provisions of The Indian
contract Act 1872, The Information Technology Act, 2000 and The Evidence Act,
1872 read with other applicable laws of India pertaining to the acceptance and
acknowledgement and execution of this Agreement by digital or electronic mode.

This Agreement has been executed by the Parties hereto on the day and year
mentioned first hereinabove.

For and behalf of Medi Assist For and behalf of <________________>

Healthcare Services Limited
By: By:

Name: Name:
Title: Title:
 ANNEXURE-A

(FORM OF STATEMENT OF WORK)

STATEMENT OF WORK

This Statement of Work (“SOW”) is dated as of ___________________________, and

is attached to and made a part of the Master Services Agreement dated
________________ (“Master Services Agreement / Underlying Agreement”)

BY AND BETWEEN

Medi Assist Healthcare Services Limited, a company incorporated in India under the
Companies Act 1956, having its registered office at Tower D, 4th Floor, IBC
Knowledge Park, 4/1, Bannerghatta Road, Bangalore- 560 029 (hereinafter referred
to as “Medi Assist” which expression shall unless repugnant to the context thereof
mean and include its successors and permitted assigns) of the ONE PART

AND

_____________________________, a sole proprietorship / registered partnership /

company having its registered office / place of business at
_________________________________________ (hereinafter “Network Provider”
which expression shall unless repugnant to the context include its successors and
permitted assigns) of the OTHER PART

Any term used herein that is defined in the Master Services Agreement shall have
the same meaning in this Statement of Work as in the Services Agreement. To the
extent that this Statement of Work is inconsistent with or conflicts with the Master
Services Agreement, this Statement of Work shall amend and supersede those
inconsistent or conflicting terms of the Master Services Agreement. In all other
respects, the Master Services Agreement shall remain in full force and effect
according to its terms.

NOW THEREFORE, in consideration of the terms and conditions set forth herein, the
parties agree as follows:

1. Scope of Services:

Network Provider shall provide below services: (“Services”)

 In-Patient care
 Out-Patient care
 Diagnostic and/or Imaging Centre
 Preventive care
 Doctors Clinics and day-surgery units
 Pharmacies & e-Pharmacies
 Home Healthcare Service Providers
 Specialty Centres (dental, eye-care, renal-care, infertility care, etc.)
 Disease-management service providers including aged-care, palliative care and
care of persons with disability
 Intermediaries
 Aggregators
 Other wellness and healthcare activities , if yes please specify
______________
<please check the applicable services>

The details of services, turnaround time and deliverables from Network Provider are
given in the Exhibit 1 to this SOW

2. Effective Date

The Services as set out in this SOW shall commence from <effective date> (“Effective
Date”) and shall continue to be in force for a period of <tenure for which the Service
is to be provisioned> months unless terminated by the parties in accordance with
the Underlying Agreement.

3. Commercials

<insert the Commercials here>

4. Service Locations

<insert the Service Locations here>

5. Miscellaneous/ Other terms

<Any miscellaneous terms concerning the Service>

Exhibit 1 – Scope of Services in detail
Schedule 1- KYC of Provider