Memorandum of Agreement

This Memorandum of Agreement (“MoA”) is entered into on the 8th day of May.2023, (“Effective
Date”)

BY AND BETWEEN:

Miror Therapeutics Private Limited. (CIN: U74999KA2020PTC138549), a company incorporated

under the Companies Act, 2013 and having its registered office at “Rajhans”, No.36, 7th Cross,
Vasanthanagar, Bengaluru 560001 (hereinafter referred to as the “Miror/Company”, which
expression shall, unless repugnant to the context or meaning thereof, mean and include its successors
and permitted assigns) of the First Part;

AND

Dr [Name]……Prof. Yashodhara Pradeep…

MDOBGYN……………………………………………………………………………., having

PAN No:…………AAPPP1470J…………… and residing at

Address [Official Communication] ……………………………………………………………………

……C212…NiralaNagar……Yashdeep Ultrasound colordoper center Lucknow Uttar Pradesh…

226020……………………………………………………………………………………………

(hereinafter referred to as “Doctor” which expression, unless repugnant to the meaning or context
thereof, shall be deemed to include his/her successors and permitted assigns) of the Second Part

Miror and the Doctor shall be hereinafter collectively referred to as “Parties” and individually
referred to as “Party”.

WHEREAS:

A. The Company is engaged in the process of developing a digital space and creating a platform that
scales up medically backed solutions for women’s journey through midlife challenges, with our
first area of concentration being Menopause.(“Business”).

B. Dr.is specialized in the field of ……OBGYN &Related Subjects working with association since
1998 held various positions in Indian Menopause fedretion, Vice president, Chairperson CIMP,
Chairperson Urogynecology committee,Organized National and Zonal Conferences on Midlife
health;Midlife Health of Women Areas of specialty is Urinary Incontinence; Vulvovaginal
Atrophy; Abnormal Uterine Bleeding; Contraception, Noncommunicable diseases; Medical
Hormone Therapy , Breast Cervical Ovarian and Endometrial Cancers, Vaccinations etc…for you
knowledge I have published papers, Chapters are published in various books on Post Menopausal
Bleeding…, Contraception in Midlife; Thyroid functions, edited books on Midlife health of
women……………………………………………………… [Note to Draft: kindly provide a
brief explanation about your affiliation/accreditations and experience]

C. The Company is desirous of availing the services provided by the Doctor and Doctor is willing to
provide such services to the Company, in accordance with the terms and conditions of this MoA.
NOW THIS MoA WITNESSETH AS UNDER:

1. Scope of work

The Scope of this MoA shall be that the Parties hereto shall collaborate and coordinate together
to carry out the Services and be responsible for its obligations to achieve the Project Objectives
during the Term of this Agreement.

Background: Miror is a femtech company wherein, we provide and use AI/ML enabled
technology to scale up medically backed solutions for women going through her menopausal
journey, which can consume up to 1/3 of her lifespan. Miror aims at reducing the stigma
surrounding the notion of menopause and build awareness about the symptoms, the obstacles,
and the medically proven solutions.

Project Objectives: The aims of the Parties for such collaboration would be to create and
arrive at solutions that will allow women to overcome obstacles and social stigma when it
comes to menopause Through our comprehensive TALK + TEST + TREAT + TRAIN model,
which emphasizes the importance of test then treat and finally we want to better the ecosystem
for menopause trained doctors.

Target Audience: Women who have attained perimenopausal stage, menopausal stage and
post-menopausal stage. Also, men and young females in the family.

2. Services: It is agreed amongst the Parties that from the Effective Date, the Company shall
collaborate with the Doctor for his/her medical services to enable the company to fulfill its
Project Objectives herein and the Doctor agrees to provide such medical services which
includes but is not limited to providing online consultation for the patients of the Company,
sharing of common testing and treatment protocols, providing menopause related medical
content for the website of the Company (“Services”).
3. Obligations of the Doctor: It is agreed herein for the provisioning of Services as envisaged
hereinunder.
3.1 The Doctor agrees to onboard the digital platform of the Company namely [insert the
link herein] (“Platform”) and carry out his/her Services to the patients of the Company
through such Platform.
3.2 The Doctor herein agrees to share his/her expertise with the Company in relation.
common testing and treatment protocol for menopause related medical content.
3.3 The Doctor may contribute/share medical grade content on menopause for all of the
social media handles of the Company including the Platform.
3.4 The Doctor agrees to provide online consultation based on the Doctor’s availability to the
patients of the Company.

4. Obligations of the Company: It is agreed herein that the Company shall provide to the Doctor
the Services as detailed herein below:
4.1 The Company may assist the Doctor in building the Doctor’s brand and enhance his/her
audience base by promoting the knowledge and content provided by the Doctor on both
local and international social media platforms. The Company will also assist Doctor in
spreading the word about your business as a pioneer in menopause care through social
media, online magazines, and other digital channels where Miror is featured.
4.2 The Company may assist the Doctor in building the Doctor’s patients base which shall
facilitate the Doctors while carrying out the Services for the Company. The Company
agrees to send patients who need menopausal treatment to avail the Services of the Doctor.
 4.3 The Company may also finance and support the Doctor and his/her post graduate students
in writing research papers that contribute to the menopausal society while carrying out the
Services of the Company as may be determined on a case-to-case basis.
4.4 The Company shall carry out all commercially reasonable actions to assist the Doctor is
building adequate community outreach regarding menopause and its treatment procedures
and the Parties herein agree to collaborate and share amongst each other, the most recent
findings, available therapies, and recommended menopausal care practices.

5. Term of Termination:
The MoA shall be valid and in force for a period of 36 months from the Effective Date of this
MoA (“Term”). Either Party shall have the right to terminate this MoA by giving the other
Party a prior one (1) months’ notice in writing.

6. Confidential Information:
Each Party (“Receiving Party”), its partners, directors, officers, employees, agents or
representatives (including but not limited to lawyers, accountants, consultants, financial
advisers) (together “Representatives”) may acquire sensitive information concerning affairs of
the other Party (“Disclosing Party”) in the course of performing its obligations under this MoA
("Confidential Information"). Each Party agrees that all Confidential Information will be held
and treated by it and its Representatives in confidence and will not, except as hereinafter
provided, without the Disclosing Party’s prior consent, be disclosed by it or its Representatives
in any manner whatsoever, in whole or in part, and will not be used by it or its Representatives
other than in connection with performing its obligations under this MoA for which it has been
disclosed. Each Party also agrees to disclose Confidential Information only to the
Representatives who need to know the Confidential Information provided that the
Representatives are informed of the confidential nature of the Confidential Information. This
clause shall not apply where (i) Confidential Information is already in the public domain or
enters public domain without any action or omission from the Receiving Party; (ii) the
Confidential Information is subject to written consent of the Disclosing Party to disclose; (iii)
Confidential Information was in the possession of the Receiving Party prior to its being
furnished to the Receiving Party under the terms of this MoA, provided the source of that
information was not known by the Receiving Party to be bound by a confidentiality agreement
with the Disclosing Party; (iv) the information is independently developed by the Receiving
Party without use of or reference to the Confidential Information; (v) such information is
rightfully obtained by the Receiving Party from a third party, without breach of any obligation
to the Receiving Party. This clause shall not prohibit the disclosure of Confidential Information
by the Receiving Party where it is required by law or a competent regulatory authority to
disclose the same provided that the Receiving Party shall provide reasonable written notice of
such requirement of disclosure to the Disclosing Party to enable the Disclosing Party to seek a
protective order or remedy and shall only limit the disclosure of Confidential Information to the
extent as required by such legal order.

For the purposes of this MoA, the term “Confidential Information” shall include but is not
limited to:

(i) all information that concerns the business or affairs of each Party including but not
limited to (i)business plans, methods, and practices; (ii) personnel, customers, and
suppliers; (iii) all proprietary rights and products; or (iv) specifications, drawings,
 sketches, models, samples, tools, computer programmes, technical information, or other
related information concerning each Party which is either non-public, confidential or
proprietary in nature and which may be disclosed in oral or in written form and will be
provided to the Receiving Party or its Representatives, together with analyses,
compilations, studies or other documents, whether prepared by the Receiving Party or its
Representatives which contain or otherwise reflect such information, and any of the
terms, conditions or other facts;
(ii) any of the terms, conditions or other facts with respect to this MoA or other related
transactions, including the status; and
(iii) any other information disclosed, whether orally or in writing, by either Party to the other
Party or its Representatives under this MoA that the Disclosing Party identifies as
confidential in writing upon its disclosure.
(iv) In case Company being the Disclosing Party, any material with regard to the funding or
sponsors of Company or beneficiaries of Company or any information pertaining to
modus operandi or any general affairs, shall also form part of the Confidential
Information as defined hereinabove.
(v) Remedies for Breach of Obligation of Confidentiality: The Receiving Party
acknowledges that breach of its obligation of confidentiality may cause irreparable harm
to the Disclosing Party for which the Disclosing Party may not be fully or adequately
compensated by recovery of monetary damages. Accordingly, in the event of any
violation, or threatened violation, by the Receiving Party of its obligations under this
Clause, the Disclosing Party shall be entitled to seek injunctive relief from a court of
competent jurisdiction in addition to any other remedy that may be available at law or in
equity, without the necessity of posting bond or proving actual damages.
(vi) Either Party shall be responsible for the preservation of the secrecy of Confidential
Information of its Representatives during the Term of this MoA and shall ensure that the
same is extended for a period of 24 months after the Term/ earlier termination thereof.
The Receiving Party shall ensure that its Representatives continue to be bound by the
terms of this confidentiality even if they terminate their association with the Receiving
Party.

7. Representations and Warranties

(i) The Parties represent that to the best of their knowledge, there is no legal bar of any
nature from them entering into this MoA with the other Party and undertaking the
various obligations provided in this MoA.
(ii)  The Parties shall at all times comply with all applicable laws in performing its
obligations under this MoA.

8. Intellectual Property Rights:

All work produced by the Doctor in connection with the Services provided herein
through Doctor’s engagement with the Company for the provision of Services under this
MoA or without limitation, all inventions, creations, expressions, improvements,
specifications, operating instructions and all other documentation (including but not
limited to the deliverables), whether or not subject to patent or copyright protection,
which are first conceived or made or first actually or constructively reduced to practice
prior to or during the term of this Agreement or within 36 months following the
expiration or cancellation hereof, whether based in whole or in part on or derived from
information supplied by the Company, whether preliminary or final, and on whatever
media rendered (collectively, the "Work Product"), shall be deemed work made for hire
 made in the course of Services rendered under this Agreement, and shall be the exclusive
property of the Company or its assigns. The Company shall have the unlimited
worldwide right to make, have made, use, copy, display or perform in public, reconstruct,
repair, modify, reproduce, publish, distribute and sell the Work Product, in whole or in
part, or combine the Work Product with other matter, or not use the Work Product at all,
as it sees fit. Before providing Services under this MoA, Doctor shall identify to the
Company in writing any technology, information or other documentation owned by or
licensed to Doctor prior to the commencement of such Services which will be useful or
necessary to the Work Product ("Doctor’s Property").

9.0 Miscellaneous Clauses:

The following provisions of this MoA shall be legally binding on the Parties hereto.

9.1 Governing Law: This MoA shall be governed in accordance with the laws of India and
the courts of Bengaluru shall have exclusive jurisdiction with respect to any dispute
arising out of this MoA.

9.2 Each Party shall be regarded as an independent contractor to the other Party and nothing
herein shall be deemed to cause to create an agency, employment, partnership, joint
venture or any other joint relationship between the Parties. Neither Party shall have any
authority to bind the other with respect to any matter or undertaking.

9.3 The provisions as laid down in Clause 1.(Scope of Work),2. (Services),Error: Reference
source not found(Obligation of Doctor),Error: Reference source not found(Obligations
of Company), 6. (Confidential Information), 8. (Intellectual Property Rights) and this
Clause 9.0 (Miscellaneous) shall survive the termination of this MoA.

9.4 This MoA constitutes the entire legally binding understanding and agreement between
the Parties regarding the subject matter of this MoA, and supersedes all prior or
contemporaneous agreements, oral or written, made between the Parties relating such
subject matter.

9.5 Neither Party shall transfer or assign this MoA or any of its rights or obligations
hereunder, whether in whole or in part, by delegation, subcontracting, operation of law,
or otherwise without the prior written consent from the other Party.

AGREED AND ACCEPTED:

Doctor- Professor Yashodhara Pradeep Company -

Signature
By: Yashodhara Pradeep Signature
Contact no.: 9838226666 By:
Contact no
[Note to Draft: Insert the name, contact no and date below the signature of the Parties herein]