MEMORANDUM OF AGREEMENT

Entered into by and between

INVESTMED HEALTH FUND

(A Medical Aid Society constituted in accordance with the laws of Zimbabwe,
hereinafter referred to as "INVESTMED HEALTH FUND" of Cloverleaf Building 1st
Floor, 82 Mutare Road Harare, Zimbabwe represented herein by the undersigned,
having been duly authorised to do so)

First (1st Party)

And

_____________________________________________________________________

(an organization duly constituted in accordance with the laws of Zimbabwe, hereinafter
referred to as "the Employer Organization" of .................................represented herein
by the undersigned, having been duly authorised to do so)
Second (2nd Party)

WHEREAS INVESTMED HEALTH FUND provides medical aid cover to members

registered with it either as individuals or as a single entity.

AND WHEREAS the Employer Organisation is desirous of registering its employees as

members of the Society under the schemes provided by it.

NOW THEREFORE IT IS RECORDED AND AGREED AS FOLLOWS:-

1. DEFINITIONS

In this Agreement, words importing the masculine gender shall include the
feminine and neutral genders and vice versa.

1.1.If a definition imposes substantive rights and obligations on a party,

such rights and obligations shall be given effect to and shall be
enforceable, notwithstanding that they are contained in a definition.

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 1.2.Where any number of days is prescribed in this agreement, those days
shall be reckoned exclusively of the first day and inclusively of the last
day unless the last day falls on a day which is not a working day, in
which event the last day shall be the next succeeding working day.
1.3.Where any term is defined within the context of any particular clause in
this agreement, the term so defined, unless it is specifically stated in
the clause in question that the term so defined has limited application
to the relevant clause, shall bear the meaning ascribed to it for all
purposes in terms of this agreement, notwithstanding that the term has
not been defined in this clause.
1.4.As the terms of this agreement have been negotiated by the parties and
drafted for the benefit of the parties, the rule of construction that the
contract shall be interpreted against the party responsible for its
drafting or preparation, shall not apply.
1.5.In this agreement, the eiusdem generis rule shall apply and · whenever
the term "including" is used followed by specific examples, such
examples shall be construed so as not to limit the meaning of that
term.
1.6.In this agreement, Society shall mean Premier Service Medical Aid
Society.

2. AGREEMENT

2.1. INVESTMED HEALTH FUND agrees to provide medical aid cover to

employees of the Employer Organisation and their beneficiaries,
on the terms and conditions set herein.
2.2. The Employer Organisation agrees to subscribe to selected schemes
on the medical aid cover provided by INVESTMED HEALTH FUND, for
and on behalf of its employees.

3. EFFECTIVE DATE

3.1. Notwithstanding the date of signing of this agreement, the effective

date of this agreement shall be and shall continue until terminated

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 in accordance with this agreement.

4. TERMINATION OF AGREEMENT

4.1. Each party may terminate this agreement by giving the other, three
(3) calendar months' notice in writing, of its intention to so
terminate the agreement. Provided that, should any party commit a
material breach thereof and fails to remedy same within 14 days of
written notice by the aggrieved party to remedy the breach, the
aggrieved party may cancel this agreement forthwith and, in
addition, claim any damages as may have been occasioned by such
breach.
4.2. Upon termination or cancellation of this agreement, all fees and
charges due to INVESTMED HEALTH FUND from the Employer
Organisation shall become due and payable. Provided that, if any
fees and charges due to INVESTMED HEALTH FUND at the time of
termination or cancellation are not paid by the Employer
Organisation, INVESTMED HEALTH FUND shall have the right to
refuse to honour any claims submitted in respect 0£ the employees
0£ the Employer Organisation and/or their beneficiaries for the
period preceding such termination or cancellation. Conversely,
INVESTMED HEALTH FUND shall honour any claims submitted on
behalf of members of the Employer Organisation which claims arose
prior to any such termination or cancellation.

5. OBLIGATIONS OF INVESTMED HEALTH FUND

In consideration of the fees paid by the Employer Organisation, INVESTMED

HEALTH FUND. undertakes to:-

5.1. provide the Employer Organisation with the Society's Constitution

and Membership Rules for purposes of familiarization therewith,
5.2. enroll as its members, in accordance with its Membership Rules, the
Employer Organisation's employees and their beneficiaries as agreed
between the parties,

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 5.3. maintain a register of the Employer Organisation's employees who
are members of the Society and their beneficiaries, and to issue
membership cards to same.
5.4. pay to service providers, expenses incurred in respect of medical
treatment provided to the members referred to in paragraph 5.3,
provided that such payment shall be in accordance with the
Society's benefit limits and its Membership Rules
5.5. on a monthly basis, furnish the Employer Organisation with
documents detailing the subscriptions payable by the Employer
Organisation and those payable by the employee, as the case may
be.
5.6. reimburse all expenses incurred by insured members of the
Employer Organisation in respect of medical or dental treatment
within the period prescribed in section 13(3) of the Medical Services
(Medical Aid Societies) Regulations, 2000 (Statutory Instrument 330
of 2000). All reimbursements are to be done in terms of the
applicable rules, regulations, law and practice.

6. OBLIGATIONS OF THE EMPLOYER ORGANISATION

The Employer Organisation:-

6.1. Shall deduct, on a monthly basis in advance, such amounts as may
have been agreed on, as subscriptions due for the following month,
from the salary of each employee member and remit such amount
to INVESTMED HEALTH FUND not later than the last day of the
month in which the deductions are made, Provided that where the
Employer Organisation is in default, INVESTMED HEALTH FUND shall
levy compounded interest on all outstanding subscriptions due from
the Employer Organisation, at the First Capital Bank lending
interest rate obtaining on the day of default,
6.2. Shall remit to INVESTMED HEALTH FUND, together with the
subscriptions referred to in paragraph 6.1, the amount due as the
employer's contribution, as the case maybe,
6.3. Shall submit together with the remittances referred to in paragraph

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 6.1 schedules in the prescribed format,
6.4. Shall cease medical aid deductions from the salary of any employee
member as may be advised by INVESTMED HEALTH FUND from time
to time,
6.5. Shall deduct from the salary of any employee member such other
amounts as may be advised by INVESTMED HEALTH FUND from time
to time in respect of subscription arrears or debts owed to
INVESTMED HEALTH FUND by the concerned employee member,
6.6. Shall, provide INVESTMED HEALTH FUND with a copy of its policy
document on medical aid cover.
6.7. Shall promptly notify INVESTMED HEALTH FUND if any employee has
ceased employment with it.

7. ARBITRATION

7.1. Disputes between the parties arising out of or in connection with

this Agreement, including any question regarding its existence,
validity or termination, may be referred to be resolved by
arbitration. The parties hereby irrevocably agree that the decision
of the arbitrator in any such arbitration shall be final and binding
upon each of them subject any applicable law.
7.2. The parties shall choose the arbitrator. In the event that the parties
are unable to agree on an appointment of the arbitrator, the
Commercial Arbitration Centre in Harare shall make the
appointment on the written request of either of the parties.
7.3. Notwithstanding that the place of arbitration shall be Harare, the
parties may agree, or failing such agreement the arbitrator may
direct, that any hearing or proceedings be held elsewhere.
7.4. The language to be used in such arbitration shall be English.
7.5. In determining any dispute between the parties, the law of
Zimbabwe shall be applicable.
7.6. The Commercial Arbitration Centre in Harare shall administer any
arbitration in terms of this clause. The administrative procedures

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 and schedule of costs of the Commercial Arbitration Centre in
Harare inforce at the time of the commencement of the arbitration
shall be applicable.
7.7. Notwithstanding the referral of a matter for arbitration, either
party may approach the High Court of Zimbabwe for urgent relief
and or for any claim for specific performance or damages arising
from the terms of this agreement.

8. DOMICILIUM CITANDI ET EXECUTANDI

The parties choose as their domicilia citandi et executandi whether in

respect of court process, notices or other documents or communication of
whatever nature, the following addresses:

8.1. INVESTMED HEALTH FUND INVESTMED HEALTH FUND

CLOVERLEAF BUILDING 1ST FLOOR,
82 MUTARE ROAD
HARARE,
ZIMBABWE
8.2. ..................................................... ...............

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9. WHOLE AGREEMENT

9.1. This Agreement constitutes the entire contract between the parties
and no variation, addition or amendment thereto shall be of any
force or effect unless reduced to writing and signed by both parties.

10. CONFIDENTIALITY

10.1. The parties undertake not to disclose to any person whatsoever,

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 during or after the termination of this agreement, information
acquired about each other in the course of their dealings with each
other which is covered by confidentiality.

11. VARIATION, CANCELLATION AND WAIVER

11.1. No contract varying, adding to, deleting from or cancelling this

agreement, and no waiver of any right under this agreement, shall
be effective unless reduced to writing and signed by or on behalf of
both parties

12. SEVERABILITY

12.1. Whenever possible, each provision of this agreement shall be

interpreted in a manner which makes it effective and valid, but if
any provision of this agreement is held to be illegal, invalid or
unenforceable under any law, that illegality, invalidity or
unenforceability shall not affect the other provisions of this
agreement, all of which shall remain in full force to the extent that
the remaining unsevered clauses are capable of enforcement."

13. CESSION AND ASSIGNMENT

13.1. Neither party shall cede its rights or obligations under this
agreement without the prior written consent of the other Party.
This agreement shall bind the parties, their assigns, and successors
in title, administrators, curator or liquidators.
DATED AND SIGNED BY INVESTMED HEALTH FUND AT HARARE THIS____________DAY
OF

___________________2021

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 _______________________________________
FOR ANDON BEHALF OF INVESTMED HEALTH FUND

AS WITNESSES 1. FULL NAME _______________________________

DESIGNATION _______________________________

SIGNED _______________________________

2. FULL NAME _______________________________

DESIGNATION _______________________________

SIGNED _______________________________

DATED AND SIGNED BY THE EMPLOYER ORGANISATION

AT________________ THIS_______________ DAY OF_______________ 2021

______________________________________________
FOR AND ON BEHALF OF THE EMPLOYER ORGANISATION

AS WITNESSES 1. FULL NAME ________________________________

DESIGNATION ________________________________

SIGNED ________________________________

2. FULL NAME _________________________________

DESIGNATION _________________________________

SIGNED _________________________________