[To be executed on stamp paper of appropriate value]

SPECIALIST SERVICE AGREEMENT

THIS AGREEMENT (“Agreement”) is made effective as of ---------------day of --------, 2022 (“Commencement Date”) by and
between

GHV ADVANCED CARE PVT. LTD, a company registered under the Companies Act, 2013 and having its registered office at 3 rd
Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurugram, Haryana 122102, (Hereinafter referred to as “Specialist” which
expression shall wherever the context permits, admits or requires be deemed to mean and include its affiliates, successors
in interest and permitted assigns).

AND

Marsh India Insurance Brokers Private Limited, a company incorporated in India with its registered office at 1201-02,
Tower 2, One Indiabulls Centre, Jupiter Mills Compound, Senapati Bapat Marg, Elphinstone Road (W), Mumbai 400 013
(hereinafter called "Marsh").

(individually known as Party and collectively the “Parties”)

WHEREAS:

(A) Marsh is an insurance broker licensed by IRDAI having a Composite license, bearing number 120, to provide
insurance broking and insurance risk management services to its clients across India;
(B) Specialist is in the business of facilitating the services as elaborated in Exhibit A (“Health Risk Management
Services”) in accordance with the mutually agreed Statements of Work signed between the Client and Marsh that
reference this Agreement (each, a “Statement of Work”);
(C) In light of the outbreak of Covid-19 global pandemic, the existing and prospective clients of Marsh (“Client”) are
concerned about the health and wellbeing of its employees and their families (“ Beneficiary”). Marsh, in order to
mitigate the risks of contracting the virus and minimizing exposure thereof has agreed to provide certain Health
Risk Management Services to the Client for the benefit of the Beneficiaries.
(D) Marsh has sought the necessary expertise and resources of the Specialist to offer the Health Risk Management
Services to the Client on the terms and conditions as set out under this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATIONS.

1.1 Definitions: In this Agreement (including the recitals) and the Exhibits annexed to it, each of the following
expressions has, except where the context otherwise requires, the meaning given to it below.

(a) “Affiliate(s)” means entities that control, are controlled by, or are under common control with, a party to this
Agreement.

(b) “Anti-Corruption Law” means any applicable statute, legislation, regulation, or directive, legally binding code
of conduct or code of practice or other rule of law which regulates or prohibits bribery or corruption.

(c) “Business Day” shall mean a day on which banks are ordinarily open for the transaction of normal banking
business in Mumbai (other than a Saturday or Sunday);

(d) “Confidential Information” means all information, data or material of whatsoever nature in any form, which
either party discloses to the other pursuant to this Agreement (including anything the receiving party creates
 which is derived from or based upon the information, data or materials disclosed to it by the disclosing party).
It shall not include any information or materials which (a) is in or enters into the public domain (other than as
a result of disclosure by the receiving party or any third party to whom the receiving party disclosed such
information); or (b) was already in the lawful possession of the receiving party prior to the disclosure by the
disclosing party; or (c) is subsequently obtained by the receiving party from a third party who is free to
disclose them to the receiving party; or (d) is required to be disclosed by law or regulatory authority provided,
however, that each party shall give prior timely notice of such disclosure to the other to enable the other
party to challenge any such legal process.

(e) “Data” means any information in any form, relating Client or Client employee that is created or provided
by Marsh to the Specialist or by the Client directly to the Specialist;

(f) “Fees” means the fees, commissions and other agreed consideration payable to the Specialist by Marsh;
details of which are more particularly set out in Exhibit B;

(g) “Intellectual Property Rights / IPR” means, without limitation, all rights, titles and interests (wherever
subsisting throughout the world and whether registered or not) in and to

(i) copyright, author’s rights, neighbouring rights, sui generis protection for the contents of databases, the
protection of circuit layouts and rights of topography, designs;

(ii) inventions, patents, utility models;

(iii) trade secrets, know how, Confidential Information;

(iv) trade marks, business names, trading styles and get up; and

(v) any right contemplated by a treaty, convention or instrument administered by or under the auspices of
the World Intellectual Property Organisation, and includes the right to apply for the registration, grant
or other insurance of such rights, titles and interests.

(h) “Losses” means any loss, damage, costs, expenses or any other payment, of whatever kind and however
incurred;

(i) “Marsh Data” means any data, whether in physical or electronic form including but not limited to documents,
databases, records, intellectual property and Confidential Information disclosed by Marsh to the Specialist in
the course of providing Health Risk Management Services to Marsh. For the avoidance of doubt, Marsh Data
shall include information (including the identity) relating to any Client and / or Beneficiaries.

(j) “Relevant Law” means any:

(i) statute, ordinance, code or other law including regulations and other instruments under them; and

(ii) code of practice, guidelines or standard issued by relevant regulators or industry bodies, whether or
not having the force of law,

applicable to this Agreement, the Confidential Information and any other obligations to be performed under
this Agreement.

(k) “Service Provider” means and includes an individual or (in many cases) an entity which is engaged by the
Specialist to perform Health Risk Management Services for the Client.

1.2 Interpretations:
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 In this Agreement, unless otherwise specified:

(a) Words importing the singular number shall include the plural number and vice versa and words importing the
masculine, feminine and neutral genders may be used.
(b) The Parties agree that in an event of inconsistency with the terms of this Agreement; its Exhibit(s) and
Statement of Work; the order of precedence shall as regards the ascending order shall be (a) this Agreement;
(b) it’s Exhibit(s).
(c) The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or
meaning thereof, bear the meanings ascribed to them under the relevant statute/legislation.
(d) Reference to statutory provisions shall be construed as meaning and including references also to any
amendment or re-enactment (whether before or after the Effective Date) for the time being in force and to all
statutory instruments or orders made pursuant to such statutory provisions.
(e) The words “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement and not
to any particular Clause, Annexure of this Agreement.
(f) References to Recitals, Clauses and Annexures shall, unless otherwise repugnant to the context, be deemed
to be references to recitals, clauses, schedules and annexures of this Agreement.
(g) The Recitals and Annexures form an integral part of this Agreement.
(h) Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and
shall not form part of the operative provisions of this Agreement or the Annexures hereto and shall be
ignored in construing the same.
(i) References to days, months and years are to calendar days, calendar months and calendar years, respectively,
unless specified otherwise.
(j) Any word attributing knowledge, information, belief or awareness of any person shall be deemed to include
the knowledge, information, belief or awareness of such person after examining all information and
conducting a reasonably comprehensive investigation concerning the existence of the fact or matter.
(k) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be
done shall be calculated by excluding the day on which the period commences and including the day on which
the period ends and by extending the period to the next Business Day if the last day of such period is not a
Business Day; and whenever any payment is to be made or action to be taken under this Agreement is
required to be made or taken on a day other than a Business Day, such payment shall be made or action
taken on the next Business Day.
(l) Words “directly or indirectly” mean directly or indirectly through one or more intermediary persons or
through contractual or other legal arrangements, and “direct or indirect” have the correlative meanings.
(m) Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in
electronic form (including e-mail) and other means of reproducing words in visible form but shall exclude
messages via mobile devices/smart phone or messages of a similar nature.
(n) The words “include” and “including” are to be construed without limitation.
(o) No provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which such
Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision
is inconsistent with any prior draft hereof.
2. RELATIONSHIP BETWEEN PARTIES.

(a) Specialist will offer Health Risk Management Services to Clients and Beneficiaries on behalf of Marsh
either by itself or through other Service Providers.
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 (b) Nothing herein shall be construed to create an employer-employee relationship between the Parties
hereto or an exclusive appointment to the Specialist for the performance of the duties and responsibilities
assumed hereunder. Each party shall act as an independent contractor and no legal relationship of
partnership or joint venture is intended to be created by this Agreement. Neither party shall be an agent
of the other and neither party has any authority to represent, bind or commit the other party and shall
not hold themselves out as having such authority to any person, organisation, client or otherwise.

3. OBLIGATIONS OF THE PARTIES

3.1 Obligations of Specialist

During the term of this Agreement, the Specialist agrees to perform its duties and responsibilities under this
Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use.

The Specialist’s role and scope of responsibility are set out in Exhibit A.

In addition, the Specialist shall:

(a) provide and perform the Health Risk Management Services in accordance with this Agreement;

(b) provide the Health Risk Management Services to the Clients and/ or the Beneficiaries as instructed by
Marsh;

(c) ensure that the Service Provider enters into valid and subsisting contracts inter alia including covenants
on confidentiality and data protection and appropriate consent forms and any other such forms as
necessary under applicable law or as required or deemed necessary by Marsh for availing the Health Risk
Management Services from the Service Provider for the Clients and or the Beneficiaries;

(d) ensure that the Service Provider is duly authorised under applicable law to provide Health Risk
Management Services to the Clients and/ or the Beneficiaries, the Service Provider adheres to data
protection and other confidentiality requirements under applicable law in relation to the Confidential
Information, Data of the Client and/ or the Beneficiary;

(e) only approach the Client and/ or the Beneficiary in order to provide the Health Risk Management Services
and for no other reason whatsoever;

(f) promptly deliver to Marsh all information and material as Marsh may require in connection with Health
Risk Management Services and/or this Agreement;

(g) shall maintain utmost confidentiality as regard the any Confidential Information and / or Data shared by
Marsh with the Specialist and shall procure that Service Provider maintains utmost confidentiality as
regard the any Confidential Information and / or Data shared by Marsh, Specialist, Client or the
Beneficiary with the Service Provider;

(h) shall be solely responsible for any breach and / or misuse of Confidential Information, Data and / or
information of the Client and/ or the Beneficiary;

(i) hold the relevant advisory and communication sessions in connection with the description and
explanation of the features, terms and conditions of the Health Risk Management Services to the Clients;
and

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 (j) conduct all activities in an ethical, lawful, businesslike, and professional manner and shall comply with all
applicable laws and regulations in the performance of its obligations under this Agreement; and perform
such other duties and responsibilities relating to the Health Risk Management Services as Marsh may
reasonably require.
(k) Specialist acknowledges and agrees that Marsh is free to contract for the same or similar Health Risk
Management Services with any other entity, or enter into a similar type of agreement as this Agreement,
during the term of this Agreement.

3.2 Obligations of Marsh

(a) Marsh’s role and scope of responsibility shall be limited to that as set out in Exhibit A;

(b) Marsh shall assist to facilitate arrangements for the Specialist’s presentations to the Client at the Client’s
premises, if the Client agrees so; and

4. LIMITATIONS ON CONDUCT.

4.1. In performing its duties and responsibilities under this Agreement, except as otherwise provided herein, the
Specialist shall not:

(a) profess in any way, nor have authority, to commit Marsh to provide Health Risk Management Services to
any Client or prospect, including any Health Risk Management Services hereunder, without first obtaining
Marsh's written authorization;

(b) alter, amend, or terminate any agreement that Marsh may have with any Client;

(c) unless Marsh's prior written approval is obtained, publish any advertisement or circulate, directly or
indirectly, any written material mentioning Marsh's name or the name of any Marsh controlled by,
controlling, or under common control with Marsh. However, this provision shall not prevent the Specialist
from using any advertisement or written material furnished by Marsh if utilised for the purpose for which
it was provided;

(d) unless Marsh's prior written approval is obtained, make any representations, oral or written, even if
duplicative of material previously published or approved by Marsh, which purport to represent Marsh's
view with respect to present or pending legislation, industry practice, government policy, or business
activity; and

(e) pay or give, or promise to pay or give, directly or indirectly, any commission or other things of material
value to any other person in connection with any transaction or other business done for or with Marsh
under this Agreement, except for those payments arising in the ordinary course of business under this
Agreement.

4.2. In performing its duties and responsibilities under this Agreement, except as otherwise provided herein, Marsh
shall not be involved in the communication, relation, overlooking of the Health Risk Management Services provided
by the Service Provider to the Client and/ or the Beneficiary.

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5. ANTI-CORRUPTION AND OTHER APPLICABLE LAWS.

(a) The Specialist shall comply with the laws, rules and regulations of all applicable jurisdictions, including but
not limited to all applicable data security and data privacy laws, anti-money laundering laws, and Anti-
Corruption Law, laws and conflicts of interest and ethics laws including such laws which would govern the
conduct of any applicable government officials. Upon Marsh's written request, the Specialist shall
promptly furnish Marsh with any information or licenses maintained by the Specialist under rules
established by any applicable government body or regulatory authority. The Specialist shall comply with
all applicable anti-corruption laws at all times.

(b) Neither the Specialist nor Marsh shall directly or indirectly, make, authorize or provide any payments, gifts
or things of value, or make offers or promises thereof, to any person, including an official or employee of
any national, state, regional or local government or of any agency or instrumentality thereof, or to any
candidate for public office, or to any political party, or any officer or employee thereof, nor make or offer,
or agree to make any political contributions, for the purpose of inducing or rewarding improper
performance of a relevant function or activity.

(c) The Specialist shall implement and enforce appropriate and adequate anti-corruption procedures and
shall likewise impose the requirements found in this Clause upon any party it may engage or work with to
provide Health Risk Management Services under this Agreement.

(d) The Specialist shall at all times comply with all laws and regulations which are relevant to their role and
responsibility under this Agreement.

6. REPRESENTATIONS AND WARRANTIES.

The Specialist represents and warrants that:

(a) so far as it is aware, it is not the subject of any government investigation for a criminal offence, and is not
now listed by any government agency as debarred, suspended, proposed for suspension or debarment, or
otherwise ineligible for government programs;

(b) it, or any related Marsh, (i) has not been engaged in any conduct which would or might constitute a
breach of Anti-Corruption Law; (ii) has not received notice of or been party to any investigation,
prosecution or other proceeding or any fine or penalty under Anti-Corruption Law (each a “Proceeding”);
or (iii) is not aware of any circumstances which are likely to give rise to any such Proceeding;

(c) it has been duly constituted, is validly existing under any Relevant Law and has power and authority to
carry on its business as it is now being conducted;

(d) it has power to enter into and observe its obligations under this Agreement;

(e) it has in full force and effect the authorisations and qualifications necessary to enter into this Agreement,
observe obligations under them and allow them to be enforced;

(f) this Agreement and the arrangements under it do not contravene its constituent documents or any law,
regulation or official directive or contractual restrictions or cause a limitation on its powers or the powers
of its directors to be exceeded;

(g) it has, and shall during the term of this Agreement maintain, sufficient resources to fully discharge its
obligations under this Agreement;

(h) it and its employees and agents are competent to perform its obligations under this Agreement;
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(i) no fact or circumstance exists which may materially affect its ability or willingness to perform this
Agreement, other than facts or circumstances fully disclosed to Marsh;

(j) It shall give prompt written notice to Marsh if, at any time during the term of this Agreement, it has failed
to comply with or has breached any of the foregoing representations, or if any such representation
becomes untrue in whole or in part. In the event Specialist breaches any such representations, or if any
such representation becomes untrue in whole or in part, Marsh shall have the right to immediately
terminate this Agreement in accordance with Clause 16(d) below;

(k) It shall cooperate and timely respond to reasonable periodic requests from Marsh for any updates to due
diligence information identified by Marsh, and confirmations sought by Marsh that the Specialist has
maintained compliance with this Agreement;

(J) The Specialist undertakes that it shall render the Health Risk Management Services and perform its
obligations and duties under this Agreement accurately and in accordance with the instructions,
specifications, procedures, standards, guidelines, timeframe, if any, as are issued from time to time by
Marsh for the performance of the Health Risk Management Services to the satisfaction of Client;

(l) The Specialist represents and warrants that neither the Specialist nor any of its personnel are under any
pre-existing obligation of any nature in conflict with the provisions of this Agreement;

(m) The Specialist represents and warrants to Marsh that it has complied with all relevant laws, ordinances,
rules and regulations with respect to the performance of the Health Risk Management Services under this
Agreement;

(n) The Specialist shall be responsible for its corporate and personnel taxes, if any and shall indemnify and
hold harmless Marsh for any liability in this regard;

(o) The Specialist represents and warrants that the Specialist shall be solely liable for the acts/omissions done
by its personnel engaged in performing the Risk Management Services under this Agreement. However, in
this regard, the Specialist undertakes that it shall be responsible for ensuring that all personnel engaged
by the Specialist to provide Health Risk Management Services and shall abide by the directions, rules,
guidelines, policies and procedures at all time in the entire course of the performance of the Health Risk
Management Services;

(p) The Specialist hereby represents and covenants that the Health Risk Management Services do not and
shall not violate, infringe or misappropriate any intellectual property rights of any third party. The
Specialist has the right to furnish the Health Risk Management Services, and such delivery shall be free of
all liens, claims and other restrictions on Marsh’s permitted use as set forth herein;

(q) The Specialist hereby represents and covenants that it (i) has the facilities, personnel, experience and
expertise necessary to perform the Health Risk Management Services, and (ii) shall perform the Health
Risk Management Services in accordance with the highest professional and industry standards and this
Agreement, in a timely manner using qualified personnel. All persons who perform Health Risk
Management Services shall have the requisite professional skills and judgment necessary to perform such
Health Risk Management Services in compliance with the Specialist’s obligations hereunder;

(r) The Specialist shall be solely liable for the acts/omissions done by its personnel engaged in performing the
Risk Management Services Health Management Services. In this regard, the Specialist undertakes to be
responsible for ensuring that all personnel engaged by it to provide the Health Risk Management Services
shall abide by the directions, guidelines and policies of Marsh India at all times while performing the
Health Risk Management Services, as applicable.
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7. FEES

(a) In consideration of Specialist agreeing to provide the Health Risk Management Services to the Client, the
Marsh shall pay to the Specialist the Fee and the details of which are more particularly set out in Exhibit B
of this Agreement.

(b) Any Fee payments made hereunder shall be made by cheque or wire transfer by Marsh at the address
stated above or at a bank account in the name of the Specialist as designated by the Specialist. Payment
may not be made in cash or any other form or to any other person or place, or to offshore accounts. Any
costs incurred in relation to the wire transfer will be borne by the Specialist.

(c) All Fee payments as aforesaid shall be subject to withholding and to such other deductions as shall at the
time of such payment be required pursuant to any income tax or other law. All indirect taxes, as
applicable during the time in force, will be charged over and above the fees agreed under Exhibit B.

8. TAX

If applicable, the Parties agree that each Party will be responsible for the payment of all taxes levied upon such
Party by tax authorities in connection with any payment made to such Party under or in connection with this
Agreement.

9. CONFIDENTIALITY

(a) Both during and after the term of this Agreement, the Parties agree that unless otherwise expressly
authorized to do so by the other Party in writing, it will not, for any purpose whatsoever, use, or disclose
to any person, Confidential Information, except to the extent as required to carry out its obligations under
this Agreement. The Parties shall take all steps reasonably necessary so that the confidentiality of the
Confidential Information in its possession shall be maintained by it. After termination of this Agreement,
the Parties will not, for any purpose whatsoever, use, or disclose to any person, any Confidential
Information.

(b) Upon the termination of this Agreement for any reason, each Party will immediately return to the other
party:

(i) any originals and all copies of all files, notes, documents, slides (including transparencies),
computer disks, printouts, reports and other media or property in its possession or control which
contain or pertain to Confidential Information, except for allowing a copy of such for audit
purposes, to defend a Party’s work product or for compliance with legal requirements; and

(ii) all property of the other party, including, but not limited to, supplies, keys, access devices, books,
identification cards, computers, telephones and other equipment.

(c) Because the Confidential Information disclosed by the Parties is unique and proprietary to the Parties and
the Parties do not have an adequate remedy at law to protect its interest, the Parties agree that the
affected Party shall be entitled to injunctive relief, in addition to such other remedies and relief that
would, in the event of a breach of this clause 9, be available to it.

(d) Marsh reserves the right to disclose the details of this Agreement (excluding price details under Exhibit 2
which shall require prior written approval of the Specialist) to any of its Affiliates and any Client.

10. PRIVACY AND DATA PROTECTION

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 Each Party is entitled to assume that the other Party has complied and will continue to comply with its respective
obligations arising from data protection and privacy laws in force from time to time to the extent applicable to this
Agreement and the Health Risk Management Services. The Parties acknowledge that any use or processing by a
Party or its subcontractors (“Processing Party”) of Personal Information supplied by or on behalf of the other Party
(“Providing Party”) in connection with the Health Risk Management Services shall be done solely on behalf of the
Providing Party and for its purposes and the Processing Party shall deal with such Personal Information only in
accordance with such reasonable instructions as the Providing Party may provide from time to time or as
reasonably necessary for the purpose of providing the Health Risk Management Services or as may be required by
law. Each Party shall also confirm that it has taken appropriate technical and organizational measures to prevent
the unauthorized or unlawful processing of Personal Information and the accidental loss or destruction of, or
damage to, Personal Information in accordance with applicable law.

Customer Information Security Program: In addition to the obligations as set out above, the Specialist shall
maintain, and shall require all third parties to whom it discloses Confidential Information and / or Data to maintain,
effective information security measures to protect such Confidential Information and / or Data from disclosure or
use not specifically authorized pursuant to this Agreement. Such security measures shall ensure the security and
confidentiality of Confidential Information and / or Data, protect against any anticipated threats or hazards to the
security or integrity of Confidential Information and / or Data, and protect against access to or use of Confidential
Information and / or Data. The Specialist shall: (i) upon the request of Marsh, promptly provide Marsh with
information regarding such security measures; and (ii) immediately provide Marsh with detailed information
regarding any failure or breach of such security measures including, without limitation, how and when such failure
or breach occurred and what actions of the Specialist is taking to remedy such failure or breach. The Specialist shall
defend, indemnify and hold harmless Marsh for any third party claims that arise from or relate to any breach or
alleged breach of its obligations under this section, pursuant to the terms of the indemnification under Clause 13 of
this Agreement.

Notice: If there is any disclosure or loss of, or inability to account for, or any incident relating to unauthorized
access to or acquisition of, any of the Confidential Information and / or Data in the Specialist’s (or its agents’ or
affiliates’) possession or control, the Specialist shall promptly, at the Specialist’s own expense: (i) notify Marsh
India in writing within forty-eight (48) hours of discovery of such disclosure, loss or incident; (ii) take all such
actions as may be necessary or reasonably requested by Marsh to minimize the problem; and (iii) cooperate in all
reasonable respects with Marsh to minimize the problem, to notify affected individuals, and to minimize any
resulting damage.

11. INTELLECTUAL PROPERTY

(a) It is agreed that all existing Specialist IPR of whatever nature relating to the provision of the Health Risk
Management Services by the Specialist will remain owned by the Specialist. For the avoidance of doubt,
all Specialist IPR in the Health Risk Management Services and in any other products, software, source
code, recordable media, correspondence, customer lists, reports, manuals, budgets, indices, research
papers, letters or other similar documents (the nature of which is not limited by the specific reference to
the foregoing items) which are created, compiled or devised by Specialist, prior to or during this
Agreement shall be and remain the property of Specialist.

(b) For the avoidance of doubt, Marsh will retain all Marsh IPR in the methodologies, methods of analysis,
ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience (including
opinions on and ratings of investment products), and any graphic or digitised representations of any of
these, possessed or acquired by Marsh before or after the Commencement Date.

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 (c) Each Party will indemnify the other against any Losses that may be awarded to any third party in respect
of any claim that a Party’s use of data or material provided by the other Party in accordance with the
provisions of this Agreement infringes the intellectual property rights of that third party (“Infringement
Claim”), provided that the indemnified party:

(i) immediately gives notice to the indemnifying party upon becoming aware of the Infringement Claim;

(ii) gives the indemnifying party the sole conduct of the defence of the Infringement Claim and does not at
any time attempt to settle or compromise the Infringement Claim except upon the express
instructions of the indemnifying party; and

(iii)provides reasonable assistance to the indemnifying party in respect of the defence of the Infringement
Claim.

(d) The indemnifying party will reimburse the indemnified party its reasonable costs incurred in complying
with these requirements. In the event of an Infringement Claim, the Indemnifying Party is entitled to
procure the right for the Indemnified Party to continue using the data or materials or to replace or modify
the data or materials so that they become non-infringing without incurring a material diminution in
performance or function.

12. NON-SOLICITATION.

The Specialist shall not solicit, directly or indirectly, any (i) Client(s) and/or (ii) any prospective clients who are
referred in writing by Marsh to the Specialist and who have had any contact with the Specialist pursuant to such
referral (provided such Client has had no prior business with the Specialist, or needs a service different from the
service asked by Marsh against the referral), for any Health Management Services, products, or programs
competitive with Marsh’s Health Management Services, products, or programs while this Agreement is in effect
and for a period of six (6) months following the execution of this Agreement.

13. INDEMNIFICATION.

The Specialist, shall at its own expense, indemnify, defend and hold harmless Marsh and/or their officers, directors,
employees, representatives and agents, against the breach of its obligations under this Agreement or the breach of
the obligations of the Service Provider in relation to the Health Risk Management Services, any third party claim,
demand, suit, action or other proceeding brought against Marsh or its directors, officers and/or employees and all
damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys’ fees) to
the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arises and
proved beyond reasonable doubt and as stipulated by the competent court on account of any breach of any of the
terms and conditions of this Agreement or failure in the performance or observance of its representation and
warranties, role, functions, responsibilities and Health Risk Management Services as specified herein in terms of
this Agreement by the Service Provider/its personnel.

14. LIMITATION OF LIABILITY.

14.1 NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, TREBLE
OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS
OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY, UNDER OR AS A
RESULT OF THIS AGREEMENT REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES IS BASED
UPON BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY.

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14.2 Nothing in the Agreement is intended to exclude or restrict any liability that cannot be excluded or restricted by law or
regulatory system which a Party is bound to comply with.

14.3 The Specialist shall at all times be responsible for the action and omissions of the Health Risk Management Services
provided by the Service Provider to the Client and/ or the Beneficiary in relation to the Specialist’s obligations
under this Agreement.

14.4 The Specialist agrees and shall procure that the Service Provider engaged by you to provide the Health Risk
Management Services agree to be fully liable to Marsh and / or the Client for all actions under this Agreement,
whether in contract or tort or otherwise, which may arise due to your (a) non-performance of Services, (b) breach
of Confidential information; and (c) breach of any personal data.

14.5 In no event shall the Specialist’s aggregate liability under this Agreement to Marsh and to any/ all of Marsh’s Clients
exceed an amount of Rs. 40,000,000/- for which a professional indemnity cover shall be bought and maintained by
the Specialist.Specialist agrees and undertakes that it shall procure and maintain a professional Indemnity of
Rs.________at all times during this Agreement which shall be in line with the market standards prevailing at the
time.

14.6 The Parties agree to this Agreement every half years; and if deemed fit and appropriate by the Parties, mutually agree
to revise the liability limits as set out in Clause 14.5 of this Agreement.

15. REPORTS AND AUDITS.

15.1 The Specialist shall:

(a) fully cooperate with any reasonable request for information related to this Agreement made by Marsh;

(b) keep fair and accurate books and records, including but not limited to fair and accurate records of all expenses
incurred in connection with any business for or with Marsh;

(c) permit Marsh, upon reasonable notice to the Specialist, to review or audit all books and records relating to
Specialist’s activities for or with Marsh under this Agreement.

15.2 The Specialist shall keep full and proper books of account and other records in such form as may from time to time
be required by Marsh for the purpose of showing all transactions entered into between them. Such books shall
show all matters and things concerning the business of both Parties pursuant to this Agreement.

15.3 Marsh shall have the right at any time during normal business hours to examine such books and records referred
to in this Clause by any officer or authorized representative of Marsh (including its auditors) and the Specialist shall
afford all such facilities for inspection as may reasonably be required, provided however that any such examination
(i) shall not interfere with normal business activities, and (ii) is preceded by ten (10) Business Days written notice.
If there is any discrepancy between the books and records of the parties, both Parties shall use their best
endeavors to resolve such discrepancy. Marsh undertakes that any books, records and their copies that the
Specialist supplies to Marsh pursuant to this provision shall not be disclosed or transferred to any third parties
without the Specialist’s prior written consent (which shall not be unreasonably withheld or delayed), unless such
disclosure or transfer is made to Marsh’s Party’s auditors or professional advisers.

16. TERM/TERMINATION.

This Agreement shall be for a term of two (2) years from the Commencement Date of this Agreement (‘ Initial
Term’) and will be automatically renewed for successive one (1) year term, unless terminated as provided herein:

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 (a) by either Party giving Thirty One hundred and twenty (30120) Business Days prior written notice of its
intentelection to terminate at any time; or

(b) by mutual written agreement of the Parties; or

(c) upon either Party’s material breach of the terms of this Agreement, provided that the non-breaching
Party shall notify the other Party of the specific nature of the breach in writing in advance and afford the
other Party at least thirty (30) Business Days to cure the breach; or

(d) immediately upon:

(i) a breach of the obligations under Clause 5;

(ii) the insolvency, liquidation or winding up of either party, or the termination or suspension of any
applicable license or authorization provided by a public authority;

(iii) the Specialist being unavailable to provide the Health Risk Management Services for a period of eight
(8) consecutive weeks during its appointment; or

(iv) the Specialist’s failure to complete the Health Risk Management Services.

(e) If either Party terminates this Agreement, Marsh shall continue to pay the Fee to the Specialist for the
Health Risk Management Services performed up till the date of termination of this Agreement.

(f) Following any notice of termination of this Agreement, each Party shall fully cooperate with the other
Party in all matters relating to the winding up of either Party’s pending work for the other Party and the
orderly transfer of any such pending work to the other Party.

(g) On termination of this Agreement, the Parties shall return to each other all the other Confidential
Information and all other such properties and materials belonging to the other Party;

(h) It is agreed that such provisions and obligations, which by its very nature, shall survive the termination of
this Agreement shall continue to be binding between the Parties;

17. REPORTING.

The Specialist and Marsh will negotiate in good faith to determine the types of reports to be developed for Clients
and for Marsh.

18. SUB - CONTRACTING

The Specialist shall sub-contract any portion of the Health Management Services under this Agreement to any third
party, only after the Specialist binds such third party/s by the confidentiality provisions contained in this
Agreement and is willing to be responsible towards all acts and omission of such third party.

The Specialist shall itself perform the Risk Management Services, obligations and duties under this Agreement,
provided that in case the Specialist requires the assistance of some other specialized Service Provider or needs to
engage some other service provider, such Service Provider may be engaged only with the prior written approval of
Marsh.

Such sub-contracting shall not create any relationship between Marsh and the sub-contractor nor shall it discharge
the Specialist from its responsibilities for the performance of the Health Management Services in its entirety. The
Specialist shall be absolutely responsible and liable for all acts and omissions of such sub-contractor and shall
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 always keep and hold indemnified and harmless in respect of any damages, costs or expenses incurred or suffered
by Marsh, which arise from any act or omission of such sub-contractor.

19. DISPUTE AND GOVERNING LAW AND JURISDICTION.

In the event of a dispute arising out of or in connection with this Agreement, either Party may call a meeting for
the purpose of resolving such dispute or difference by service of not less than 5 Business Days' formal written
notice and each Party agrees to procure that its designated representative(s) from its management team shall
attend all such meetings. The members of the meeting shall endeavor in good faith to resolve such dispute. If any
dispute referred to such meeting is not resolved at that meeting, then either Party, by formal written notice to the
other, may refer the dispute to designated senior officers who shall co-operate in good faith to resolve the dispute
as amicably as possible within 10 Business Days’ of service of such formal written notice. If such senior officers fail
to resolve the dispute in the allotted time, then this dispute resolution procedure shall be deemed exhausted.

In such an event, Parties may refer the dispute to arbitration, to be adjudged by a sole arbitrator to be mutually
appointed by the Parties. The venue of the arbitration shall be at Mumbai, India. The arbitration proceeding shall
be governed by the Arbitration and Conciliation Act, 1996 and shall be in the English language. The
arbitrator/arbitral panel shall also decide on the costs of the arbitration proceedings.

This Agreement is to be governed by the laws of India and the Parties submit to the exclusive jurisdiction of courts
of Mumbai.

20. COMPLIANCE WITH APPLICABLE LAWS

The Specialist shall maintain and shall continue to maintain throughout the term of this Agreement, a realistic,
efficient and actionable disaster recovery plan and a business continuity plan for the purpose of ensuring: (i) the
continued performance of all of the Health Risk Management Services notwithstanding any disaster or event,
including a force majeure event, which would otherwise adversely affect the performance of such Health Risk
Management Services; (ii) that the Specialist has the ability, competence, resources and facilities to recover from a
disaster and continue providing Health Risk Management Services to Marsh.

The Specialist acknowledges and agrees that in performing the transactions contemplated by this Agreement,
including providing the Health Risk Management Services hereunder, it shall: (i) be subject to all applicable
insurance laws, including but not limited to the provisions of the Insurance Act, 1938, the Insurance Regulatory and
Development Authority Act 1999, IRDAI (Insurance Brokers) Regulations 2018 and all rules, regulations and other
notifications and orders issued there under and the rules, regulations and guidelines framed by the IRDA or any
other governmental or statutory authority, from time to time (hereinafter collectively “Insurance Laws”); and (ii)
be obligated to comply with all applicable Insurance Laws. The Specialist hereby undertakes that it shall comply
with all applicable, present and future laws and regulations, including the insurance laws relating to the provision
of Health Risk Management Services hereunder.

21. SEVERABILITY.

It is the intent of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permitted
by applicable law. To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence
is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified
deleted or interpreted in such a manner so as to afford the Party for whose benefit it was intended the fullest
benefit commensurate with making this Agreement as modified, enforceable and the balance of this Agreement
shall not be affected thereby, the balance being construed as severable and independent.

21. FORCE MAJEURE

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 Any delays in or failure of performance of any obligations by any Party under this Agreement shall not constitute
default hereunder if and to the extent caused by Force Majeure, which is defined to be occurrences beyond the
control of the Party committing default, including but not limited to acts of government authorities, acts of God,
fire, flood, explosion, riots, war, rebellion, insurrection, pandemic, sabotage and non-cooperation of third parties,
provided, however, that such Party shall give prompt notice to the other Party and shall use reasonable efforts to
avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes
are removed. If the Force Majeure continues to exist for a period of 3 months, Marsh may terminate the contract
forthwith without cost.

For the purpose of this Clause, Force Majeure shall mean an event is beyond a Party's control, including: (i)
abnormal weather conditions; (ii) nuclear, chemical or biological contamination; (iii) war, civil commotion or
terrorist attack; (iv) interruption or failure of a utility service including electric power, gas or water; (v) acts of God,
floods or earthquakes; or (vi) the imposition of a sanction, embargo or breaking off of diplomatic relations, but
excluding in each case strikes or other forms of industrial action by the employees, agents or subcontractors of
that Party.

22. MODIFICATIONS.
Any modifications of or amendments to the Agreement shall be in writing and agreed between the Parties.

22. WAIVER.

The right of either Party to enforce any provision hereof shall not be affected by prior failure to require
performance of the same or any other provision, nor shall any right be waived unless the waiver is in writing and
signed by the Party making such waiver.

22. ASSIGNMENT.

Neither Party may assign or novate this Agreement without the prior written consent of the other except that
Marsh may assign or novate all or part of this Agreement to an Affiliate with reasonable prior written notice to the
Specialist.

23. ENTIRE AGREEMENT.

This Agreement shall supersede all previous agreements between the Parties. This Agreement and applicable
Exhibits sets forth all of the promises, conditions, and understandings between the Parties and there are no
promises, condition, or understandings, either oral or written, between them other than as set forth herein.

24. RELATIONSHIP BETWEEN THE PARTIES

The Parties hereby acknowledge and agree that each and every provision of this Agreement has been jointly and
mutually negotiated and authorized by both Marsh and the Specialist.

24. SURVIVAL.

The terms of this Agreement that by their nature and for any reason are intended to survive and extend beyond
the termination, cancellation or expiration of this Agreement shall remain in effect and be binding upon the Parties
beyond such time.

25. NOTICES

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 Any notice which is to be given by one Party to the other under this Agreement will be given in writing (other than
email). It will be effective if delivered to the address of the other Party set out in this Agreement or any other
address specified subsequently. A notice will be effective 48 hours after delivery. Either Party may change its
address for service by giving notice to the other party in accordance with this Clause.

(a) Notices shall be addressed as follows:

To Marsh Mr. Prawal Kalitha

E-mail : Prawal.Kalita@marsh.com

Fax : NA

Address : 1201-02, Tower 2, One Indiabulls Centre,

Jupiter Mills Compound, Senapati Bapat
Marg, Elphinstone Road (W), Mumbai 400
013

To the attention of : General Counsel / Legal Head

To Specialist

E-mail : legal@connectandheal.com

Fax : NA

Address : 401, Multilink House, 3rd Road,

Khar West, Mumbai 400052

To the attention of : Legal Department

IN WITNESS WHEREOF, this Agreement has been duly executed in duplicate by authorized representatives of Marsh and
the Specialist below.

Vendor MARSH INDIA INSURANCE BROKERS PRIVATE LIMITED

By: By:

Name: ------------------------------------ Name:

Title: ------------------------------- Title:

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 EXHIBIT A

The Specialist shall offer its Health Risk Management Services through the Service Provider to the Clients, and direct them
to the Service Provider, with whom the Specialist has subsisting contractual relations.

PART ONE- ROLE & RESPONSIBILITIES OF MARSH

PART TWO- ROLE & RESPONSIBILITIES OF THE SPECIALIST

EXHIBIT B- SOW

A. FEE.

B REMITTANCES PROCESS.

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