SERVICES AGREEMENT

This Services Agreement (“Agreement”) is made and executed on this 15th March, 2019 at Bangalore, by and
between:

Mandya Multispeciality Hospital , Having its registered address at Ashok Nagar, 3rd Cross, Mandya-571401
(hereinafter referred to as “MM Hospital” which expression shall, unless repugnant to the context or meaning
there of , shall include its successors and permitted assigns);

AND
Rhea Healthcare Private Limited, a company incorporated under Companies Act 1956, and having its
registered offices address at C Wing, 14th Floor, Mittal Tower, M.G. Road, Bangalore (hereinafter referred to
as “Motherhood” which expression shall, unless repugnant to the context or meaning thereof, shall include its
successors and permitted assigns)

MM Hospital and Motherhood shall hereinafter be individually referred to as a “Party” and collectively as
“Parties”

WHEREAS
A. MM Hospital presently runs and operates a Multispeciality hospital at Mandya,

B. Motherhood presently runs and operates a chain of women and childcare hospitals, committed to
provide a gamut of medical services to women, new-born babies and children under the name and
style of “Motherhood Hospitals” in various cities across India.

C. Motherhood desires to engage the MM Hospital to provide certain Services (as defined here-
under) in accordance with the terms and conditions set out under this Agreement.
Now Therefore, in consideration of the mutual promises and covenants contained under this Agreement,
the Parties agree as follows:
1. APPOINTMENT AND SCOPE OF SERVICES

1.1. MM Hospital hereby appoints the Motherhood and Motherhood hereby agrees to provide the
services as set out hereunder to MM Hospital or the patients in accordance with the terms and
conditions contained under this Agreement in relation to the healthcare needs in the field of
Fertility.

2. OBLIGATIONS
2.1 Motherhood shall abide with all the instructions provided by MM Hospital from time to
time in performing the Services under this Agreement and shall not do any act or conduct itself
in a manner that would bring disrepute to MM Hospital or adversely affect the goodwill or
reputation of MM Hospital.

2.2 In the event MM Hospital requires the assistance of the Motherhood during the treatment of the
Patient at the premises of MM Hospital , the Motherhood shall visit the premises of MM Hospital
 if mutually agreed by the Parties.

3. CONSIDERATION

3.1. In consideration of the Services, MM Hospital shall pay to the Motherhood such services
calculated in the manner specified at Annexure (“Service Fees”).

3.2. Motherhood shall raise invoices for the Services Fees at such intervals as may be mutually
agreed by the Parties in writing. MM Hospital shall pay all such undisputed invoices within ten
(10) days from the date of receipt of invoice.

3.3. The Service Fees shall be exclusive of all applicable taxes, such as Goods and Services Tax if
any. MM Hospital shall be entitled to deduct tax at source from the payment of Service Fees as
required under applicable law.

4. CONFIDENTIALITY AND PROPREITORY RIGHTS

4.1 Motherhood shall at all times, during and after the Term of this Agreement, shall hold in strict
confidence, the Confidential Information of MM Hospital. Motherhood shall use the
Confidential Information solely for the performance of Services under this Agreement.
Motherhood may not disclose Confidential Information to any third party unless authorized by
MM Hospital in writing. Motherhood may share Confidential Information with its employees,
agents and sub-contractors on a need to know basis and subject to the confidentiality obligations
at least as restrictive as those set out under this Agreement. If disclosure of Confidential
Information is required pursuant to law or any order of a court, Motherhood shall, if permitted
under law, provide a prompt notice to MM Hospital, in order to enable MM Hospital to obtain a
protective order. If MM Hospital is unable to obtain a protective order, Motherhood may
disclose Confidential Information to the extent it is necessary under law.

4.2 “Confidential Information” shall mean any and all information provided to Motherhood by
MM Hospital, either directly or indirectly, related to this Agreement and which is not authorized
for disclosure under this Agreement, including but not limited terms of this Agreement or any
information related to its business, services, Patients, prospective patients, project plans or other
information related to finance, operation, maintenance and promotion of its services, vendors,
financial information, marketing plans, and any business plans.

5. REPRESENTATIONS AND WARRANTIES

Motherhood represents and warrants to MM Hospital that: (i) it has the full corporate right,
power and authority to enter into this Agreement and to perform the acts required of it here under;
(ii) the execution of this Agreement by Motherhood, and the performance of its obligations and
duties here under, do not and will not violate any agreement to which Motherhood is a party or
applicable law; and (iii) it has obtained all necessary consents and approval from the relevant
Patient to share its information with MM Hospital.

6. TERM AND TERMINATION

 7.1 This Agreement shall become effective on 15th March 2019 and shall be valid for a period
of three (3) year, unless terminated by the Parties in accordance with the terms of this
Agreement (“Term”).

7.2 Termination for Convenience: Motherhood may terminate this Agreement for convenience
at any time during the Term for any reason not less than sixty (60) days’ prior written notice.

7.3 Termination for Cause: Either Party may terminate this Agreement in the event of other
Party’s default in the performance of any of its duties and obligations in accordance with this
Agreement. A remedial notice of thirty (30) days shall be provided to cure such default, in the
event that the failure is not cured by the other Party within the thirty (30) day period specified
above, the Agreement shall be terminated with immediate effect with no claims for further
payments.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of India. Any dispute arising out of or in
connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of
Bangalore, India.

8. MISCELLANEOUS
Neither Party shall be responsible for any indirect, incidental, special or consequential
losses arising out of in connection with this Agreement, even if such Party has been
advised of the possibility of such damages. Termination of this Agreement will not affect
the rights and remedies of either Party arising prior to the date of termination. Should any
provision of this Agreement be determined to be void, invalid or otherwise unenforceable
by any court of competent jurisdiction, such determination shall not affect the remaining
provisions of this Agreement which shall remain in full force and effect. This Agreement
contains the entire understanding and agreement between the Parties with respect to the
subject matter contained herein, and no waiver, alteration, modification or amendment of
any of the provisions hereof shall be binding on the Parties unless confirmed in writing
and signed by the duly authorized representatives of each of the Parties. Failure to
enforce any provision of this Agreement shall not constitute a waiver of any such
provision.
 Annexure
Professional Fee & Additional Professional Fee terms, effective from the date of commencement of
services shall be as follows:

Services Motherhood Share

Consultation Fees IP / OP 70 %
Folical Scans 50 %
Pharmacy 0%
Lab 0%
IUI Single Rs 1,500/-
30 % Excluding Pharmacy &
Procedure Charges IP / OP Consumables

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED AND EXECUTED THIS
AGREEMENT ON THE DAY, MONTH AND YEAR ABOVE MENTIONED AND WRITTEN IN
THE PRESENCE OF THE WITNESSES.

Mandya Multispeciality Hospital Rhea Healthacare Private Limited

Dr. Avinash Sharma

Managing Director Authorized Signatory:

Date: Date: