This “Agreement”is made and entered into on 1 Day of June Month, 202 2(this “Effective

Date”) between INTELLIHEALTH SOLUTIONS PRIVATE LIMITED, a Company incorporated

under the Companies Act, 2013, having its registered office at 207, A, Kailash industrial Complex,
Park Site Road, Vikhroli West, Mumbai 400079 (hereinafter referred to as the “Company”), (which
expression shall, unless it be repugnant to the meaning and context thereof mean and deemed to
include its assigns and successors) of the Party of the OTHER PART; and

Dr. V Sai Arun Rao Bangalore

Name residing at
here having doctor Registration no. TSMC/FMR/16165
.
(Hereinafter referred to as “Doctor”, which expression shall unless repugnant to the context of
meaning thereof include his/her heirs, assigns, legal representatives, executors, and successors) of the
SECOND PART.

The Doctor and the Company shall be individually referred to as “Party” and collectively as “Parties”.
WHEREAS:
A. The Company is engaged in providing affordable healthcare solutions using technology and
enabling online and offline aggregation.
B. The Doctor is a registered medical practitioner under the Indian Medical Council Act, 1956.
C. The Company wishes to engage the Doctor, as an independent contractor, under this Agreement to
provide telemedicine consultations via electronic and digital mediums including but not limited to
chats, phone calls, video calls, emails to the certain Customers (as defined below) of the Company.
D. The Parties agree that certain Customers may require consultation services from the Doctor and the
Doctor shall provide Services (as defined below) to the Customers, to the best of his ability and in
conformance with the highest standard of professional conduct, in accordance with the terms of this
Agreement.
E. The Company hereby engages the Doctor as an independent contractor to perform the services set
forth herein, and the Doctor, having represented to the Company that he/ she has the required
professional skills, personnel and technical resources, hereby accepts such engagement.

NOW THEREFORE, in consideration of the premises and mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. INTRODUCTION AND RULES OF INTERPRETATION

In this Agreement, unless the context otherwise required or the contrary intention appears:

(a) the Clause headings and bold typeface in this Agreement are solely for the sake of
convenience and shall not affect the interpretation of this Agreement except to the extent
that the context otherwise requires;
(b) where a word or phrase is defined, other parts of speech and grammatical forms of that word
or phrase shall have corresponding meanings;
(c) unless the context otherwise requires, words importing the singular shall include the plural
and vice versa and words denoting any gender shall include all genders;
(d) the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this
entire Agreement or specified Clauses of this Agreement, as the case may be;
 (e) the term “Clause” refers to the specified Clause of this Agreement;
(f) reference to any legislation or law or to any provision thereof shall include references to any
such law as it may, after the date hereof, from time to time, be amended, supplemented or
re-enacted, and any reference to statutory provision shall include any subordinate legislation
made from time to time under that provision;
(g) reference to the word “include” shall be construed without limitation;
(h) the Recitals appended hereto shall constitute an integral part of this Agreement;
(i) any word or phrase defined in the body of this Agreement shall have the meaning assigned
to it in such definition throughout this Agreement, unless the contrary is expressly stated or
the contrary clearly appears from the context;
(j) when any number of days is prescribed in any document, same shall be reckoned exclusively
of the first and inclusively of the last day unless the last day does not fall on a Business Day
(Business Day means a day (other than a Saturday or Sunday) on which banks are open for
business in Mumbai), in which case the last day shall be the next succeeding day which is a
Business Day;
(k) all provisions of this Agreement shall be interpreted and construed in accordance with their
meanings, and not strictly for or against either Party, regardless of which Party may have
drafted this Agreement or a specific provision;
(l) The words ‘in writing’ include any communication sent by email, registered letter and/or
facsimile transmission.

2. Definitions:
(1) Customer(s): means customers of the Company who contact the Doctor for receipt of
Services, in accordance with the terms of this Agreement, and shall also be referred to as the
Patient.
(2) Confidential Information: shall have the meaning as described in Clause 10 of this
Agreement.
(3) Fees means the consideration that the Company shall be transferring to the Doctor on behalf
of the Customer in respect of whom Services have been rendered, as shared by the Company
from time to time.
(4) Personal Doctor shall mean the registered medical practitioner consulted by the Customer
who is not the Doctor.
(5) Process shall have the meaning as described in Clause 8 of this Agreement.
(6) Services means the tele-consultation services provided by the Doctor to the Customer, to the
best of his ability and in conformance with the highest standard of professional conduct,
including generation of a new prescription, as may be required, in compliance with applicable
law.

(7) Substitution (including the terms “Substitute”) means when the Doctor prescribes medicines
of a different brand than prescribed by the Personal Doctor of the Customer, suitable as per the
patient’s conditions.

3. Engagement:

The Company shall engage the Doctor to provide, and the Doctor agrees to provide, Services for the Term
and on the terms and conditions set out in this Agreement.
 4. Relationship:

(a) This Agreement does not constitute a contract of employment between the Parties, and that the
Doctor is an independent contractor who has an independent profession for the provision of the
Services and that no employer/ employee, principal/ agent or partnership relationship exists
between the Company and the Doctor in any respect whatsoever. In any event the Doctor shall not
represent or claim any such relationship as indicated in this Clause 4(a) with the Company. The
Doctor shall have no authority whatsoever to incur any liability or expense on behalf of the
Company without the prior written approval of the Company.
(b) The Doctor shall not have any right or power whatsoever to contract on behalf of the Company or
bind it in any way in relation to third parties. The Company shall not in any way be liable for any
engagement, obligation, contract, debt, warranty or representation that the Doctor may make or
enter into outside the performance of his/her Services and other duties and obligations under this
Agreement.
(c) The Doctor agrees to defend, indemnify, and hold harmless the Company, its officers, directors,
employees, and agents, from and against any claims, liabilities, or expenses relating to
compensation or benefits.
(d) The Company shall not control the Doctor’s day-to-day performance of Services, oversee work on
the Services, or instruct as to how the Services shall be performed, except that the Company shall
provide time frames and specifications for specific tasks, in connection with the Services, to be
performed.
(e) Subject to the provisions of this Agreement, as an independent contractor the Doctor shall have the
power to determine the means and manner in which the Services are to be performed, so long as
the Doctor is available for meetings and other coordination required with the Customer as
necessary to effectively perform the Services.
(f) The Doctor shall supply his/ her own equipment and other resources necessary for performance of
his/her duties/ obligations under this Agreement. As an independent contractor, the Doctor is not
entitled to fringe benefits, including without limitation health insurance, paid vacation or any other
qualified or non-qualified benefit plan of the Company offered by the Company to its employees
during the Term.
(g) For avoidance of doubt, it is hereby clarified that the beneficiary of the Services shall be the
Customers and this Agreement only provides a broad framework governing the Doctor when such
Services are rendered to the Customers. Each tele-consultation provided by the Doctor to the
Customer shall be an independent arrangement entered into by and between the Doctor and the
Customer, and such tele-consultation shall be undertaken in compliance with the applicable law.

5. Non-Exclusivity:
It is understood and agreed that, by entering in this Agreement, the Company does not give to the Doctor and
the Doctor does not obtain exclusive rights to provide to the Company any of the Services covered
by this Agreement. During the Term of this Agreement, the Company shall have the right to use
other medical practitioners or persons to perform any or all of the Services described in this
Agreement, in the sole discretion of the Company. Without limiting the generality of the foregoing,
it is hereby clarified that nothing in this Agreement in any way affects a Doctor’s right of practice
elsewhere provided that any such practice does not affect contractual obligations under this
Agreement.
 6. Registration of Doctor
The Doctor must during the Term be registered as a medical practitioner with the Indian Medical Council
Act, 1956.

7. Notification of certain events

(a) The Doctor shall immediately notify in writing within twenty-four (24) hours after the occurrence
of any one or more of the following events:
(i) The Doctor is removed from the register, allows their registration to lapse or his registration is
suspended, restricted, revoked or voluntarily relinquished.
(ii) The Doctor is held guilty of professional misconduct under the terms of the Indian Medical
Council Act, 1956 or the concerned state medical council laws or any other laws, rules or
regulations applicable to such Doctor, the Doctor shall immediately intimate the same to the
Company.
(iii) The Doctor becomes the subject of any suit, action or other legal proceeding arising out of the
professional services rendered by the Doctor.
(iv) The Doctor is required to pay damages or any other amount in any malpractice action by way of
judgment or settlement.
(v) The Doctor becomes the subject of any disciplinary proceeding or action before any medical
board or similar agency responsible for professional standards or behavior.
(vi) Any act of nature or any other event occurs which adversely affects the Doctor’s ability to
perform the Services.
(b) Upon the occurrence of any of the events (i), (ii) and (iv) listed above, this Agreement will
immediately terminate by virtue of that fact, without affecting any accrued rights or liabilities.
(c) Upon occurrence of any of the events in (iii), (v) and (vi), the Company may terminate this
Agreement, in its sole discretion, without affecting any accrued rights or liabilities.

8. Process:
(a) Once a Customer requests for the Services of a Doctor, the Company shall provide the Doctor with
customer details, contact information necessary for the teleconsultation, and/or the previous
prescription of the Customer provided by a registered medical practitioner.
(b) The Doctor shall contact, including but not limited through a video or phone call, the Customer as
per the contact information provided by the Company. For the avoidance of doubt, it is clarified
that the Doctor shall not contact the Customer until they receive permission from the Company or
its representatives.
(c) The Doctor shall at the start of any teleconsultation (i) inform the patient about their name and
qualifications, and (ii) verify and confirm the patient’s identity by name, age, address, email ID,
phone number, registered ID or any other identification as may be provided by the Company.
Upon such verification, the Doctor shall ask the Customer for consent to start the teleconsultation,
and only upon such Customer providing such consent shall the Doctor provide the consultation
services.
(d) The Doctor shall ask the Patient regarding their medical history, treatment and illness in the call.
If the Doctor is, in their professional discretion, satisfied that the condition can be appropriately
managed by teleconsultation, he/she would go ahead with the tele-consultation of the patient.

(e) The Doctor shall exercise the highest degree of professional skill, care, diligence and competence
in the rendition of its Services under this Agreement, consistent with the applicable professional
standards, as shown by a professional performing service of comparable scope, purpose and
 magnitude customarily provided in the performance of such Services. The Doctor shall provide the
services in compliance with all applicable statutes, acts, ordinances, laws, rules, regulations and
codes.

(f) The Doctor shall provide a new prescription to the Customer only upon being satisfied in their
professional discretion that such a new prescription is required, suitable to the patient’s conditions.

(g) The Doctor shall share the new prescription generated by him/ her with the Company on an
immediate basis, and in no event later than 24 hours.

9. Fees:
(a) The Company shall transfer the Fees in accordance with the existing payment structure as
determined by the Company. All amounts payable to the Doctor shall be subject to deduction of
income tax in accordance with the applicable taxation laws and any amendments thereof (including
the provisions of the (Indian) Income Tax Act, 1961).
(b) The Parties acknowledge and agree that the Doctor shall not be eligible for a payout for the
consultations where Quality standards mentioned in Annexure A are not met.
(c) The Parties acknowledge and agree that the Company reserves the right, at its sole discretion, to
modify the payment structure of the Doctor.
(d) The Parties acknowledge and agree that the Company reserves the right, at its sole discretion, to
provide additional payouts from time to time as per the requirements of doctors on the platform.
(e) The Doctor shall be personally responsible to pay all required taxes as per applicable Indian tax
laws, on any payments made to the Doctor pursuant to this Agreement. Without prejudice to any
other Clause in this Agreement, in case the Company becomes liable to pay, or pays, any such
taxes or other payments, the Company shall be entitled to deduct from any amounts payable to the
Doctor the amount of all such taxes or other payments paid or required to be paid by the Company.

10. Confidentiality
(a) The Doctor acknowledges that any and all information, data, files, documentation, prescriptions,
and other details of the Patient and the Company received or reviewed by or provided to the
Doctor pursuant to this Agreement, or of the business understanding of the Parties, is confidential
and proprietary information (the “Confidential Information”). Confidential information includes
names, addresses, customer details, data, customer names, medical details of the customer and
marketing strategies, targeting methods, payment structures, training methods and other business
objectives of the Company.
(b) The Doctor shall not permit the duplication, use or disclosure of any Confidential Information to
any person (other than as is necessary to fulfil their obligations under this Agreement) without the
prior written consent of the Patient and/or the Company (as may be applicable).
(c) The Doctor shall maintain and store the Confidential Information they receive in confidence and
with no less care than they use with their own information in due compliance with applicable law,
and shall use and disclose such information only as contemplated by this Agreement or as
authorized in writing by the Company. The Doctor shall require their personnel, contractors and
agents to do likewise and shall be responsible for any breach by their personnel, contractors or
agents of the obligations in this section.
(d) Upon termination of this Agreement or the Company’s request, the Doctor shall promptly return
or destroy any Confidential Information, and, if the Confidential Information is destroyed, shall
 certify the destruction thereof; provided that the Doctor shall be entitled to retain copies in order
to comply with any applicable law.
(e) Doctor's obligations with respect to confidentiality shall survive the termination/ expiry of this
Agreement in perpetuity.
(f) Doctor shall not use Company's name or the name of a Company affiliate in any sales publication
or advertisement or make any public statement relating to the Company or its affiliates.

11. Doctor's Responsibilities

(a) Doctor shall not contact the Customers of the Company other than for providing Services
pursuant to this Agreement, including for the purposes of consultation on a monthly or periodic
basis. If Doctor desires for any communication with the Company's Customers outside of the
scope of Services, the Doctor may do so only with the Company's prior written permission, failing
which the Doctor shall be said to be in breach of this Agreement.
(b) The Doctor shall expend his/her best efforts to ensure timely and satisfactory performance of the
Services and to conformity of such Services to the highest professional standards to promote the
continued success and operation of the Company. The Doctor shall devote his best efforts to the
performance of his obligations under this Agreement.
(c) The Doctor acknowledges that the Company has entered into this Agreement, relying on the
personal skills of the Doctor and subject to the representations and warranties of the Doctor as set
out in Clause 14 of this Agreement. Accordingly, the Doctor shall personally perform the Services
and he/she shall not engage or contract with any other person or entity to perform the Services
which the Doctor is supposed to provide to the Customers or the Company (as may be applicable)
under this Agreement, without the prior written approval of the Company.
(d) Doctor shall not send across any communication to the Customers of the Company relating inter
alia to Doctor's promotional content or subscriptions etc.
(e) In case Doctor is directly contacted by one of the Customers of the Company for any reason
whatsoever, the details of any such interaction(s) must be communicated to the Company
immediately.
(f) The professional judgment of the Doctor shall be the guiding principle for all telemedicine
consultations. Accordingly, the Doctor is free to give the required form and shape to the consult
to the best of his knowledge and ability to the Customers of the Company and after exercising
the highest standard of professional conduct and due and appropriate care and diligence.
(g) The Doctor shall at all times be courteous to the Customer and shall not abuse or insult the
Customer.
(h) The Doctor shall comply with applicable laws of India, including any guidelines or codes
formulated by the Medical Council of India, Board of Governors in Supersession of the Medical
Council of India, or the National Medical Commission (or any of its deemed successors in law),
in all respects in relation to or in connection with any of the actions required to be taken pursuant
to this Agreement.
(i) The Doctor shall only Substitute medicines, after obtaining express consent of the Customer.
(j) During the term of this Agreement at any time thereafter, the Doctor shall not, under any
circumstance, do any act, thing or deed which is detrimental or materially adverse to the interest
of the Company and shall refrain from disparaging, criticizing, making or publishing any negative
remarks, public or private, comments or statements online on social media or other websites and /
or blogs or in the press or print media or electronic media or any interview concerning the
Company or the businesses, services, shareholders, officers, directors or other personnel of the
Company.
 12. Company's Responsibilities
(a) The Company shall not be obligated to pay any salary or consideration to the Doctors. It is
clarified that the Company shall only transfer the Fees as described and agreed pursuant to Clause
9 of this Agreement, to the Doctor on behalf of the Customer.
(b) The Company shall: (i) comply with all applicable laws while performing its responsibilities; and
(ii) obtain all necessary consents and authorizations prior to performing its responsibilities.

13. Use of Prescription

The Parties hereby agree that the Company shall be entitled to access and use the prescription
generated by the Doctor after the consultation with the Customer, and the Doctor shall not share this
prescription with any party, except the concerned Customer and the Company.

14. Representations and Warranties

(a) In consideration of the Company entering into this Agreement, the Doctor hereby represents,
warrants and undertakes to the Company that:

(i) The Doctor is duly registered as a medical practitioner with the Indian Medical Council Act,
1956 and he/ she has not been removed from the register; allowed their registration to lapse;
held guilty of professional misconduct under the terms of the Indian Medical Council Act,
1956 or the concerned state medical council laws or any other laws, rules or regulations
applicable to such Doctor; been the subject of any suit, action or other legal proceeding arising
out of the professional services rendered by the Doctor; required to pay damages or any other
amount in any malpractice action by way of judgment or settlement; or been subject of any
disciplinary proceeding or action before any medical board or similar agency responsible for
professional standards or behavior.

(ii) He/she is not subject to/party to any covenants, agreements or restrictions, including, without
limitation, any covenants, agreements or restrictions arising out of the Doctor’s prior
employment or independent contractor relationships, which would be breached or violated by
the Doctor’s execution of this Agreement or performance of his/her duties hereunder; or which
might preclude the Doctor from completely performing his/her obligations pursuant to this
Agreement;

(iii) there is no legal, commercial, contractual or other restriction which precludes or might
preclude the Doctor from completely performing his/her obligations pursuant to this
Agreement and all Services being rendered by the Doctor in terms of this Agreement shall be
performed in compliance with applicable law;

(iv) the Doctor has executed and delivered this Agreement as his/her free and voluntary act, after
having determined that the provisions contained herein are of benefit to him/her, and that the
duties and obligations imposed on him/her hereunder are fair and reasonable and will not
prevent him/her from earning a comparable livelihood following the termination of his/her
relationship with the Company;

(v) the Doctor has read and fully understood the terms and conditions set forth herein, has had
time to reflect on and consider the benefits and consequences of entering into this Agreement,
and has obtained independent legal advice in connection with the execution of this Agreement;
and

(vi) all the testimonials and information provided by the Doctor are accurate and true.
 (vii) all the Services to be provided by the Doctor pursuant to this Agreement shall be in
compliance with and without any breach of the applicable laws.

(viii) No person other than the Doctor hereto had or has any interest in the matters referred to in
this Agreement, that the Doctor have the sole right and exclusive authority to execute this
Agreement, and that the Doctor have not sold, assigned, transferred, conveyed, or otherwise
disposed of any obligation or legal right that is the subject of this Agreement.

(b) The Parties represent that they are fully authorized and empowered to enter into this Agreement,
and that the performance of the obligations under this Agreement will not violate or infringe upon
the rights of any third-Party or violate any agreement between the Parties and any other person,
firm or organization or any law or governmental regulation.

15. Indemnification
Without prejudice to any other rights or remedies that may be available either under law towards
the Company or under this Agreement, Doctor shall reimburse, indemnify, defend, and hold
harmless the Company, its subsidiaries and affiliates and directors from and against all losses,
damages, expenses and penalty, and any claim or action therefore by or on behalf of any person,
(collectively, "Loss") arising out of or in connection with
a) a breach of any obligations contained in this Agreement by any of the Doctor or his/ her
employees, officers, agents or representatives;
b) the performance or failure of performance of this Agreement including, without limitation,
Loss arising out of or occurring in connection with any acts or omissions by Doctor pursuant
to providing Services under this Agreement including, without limitation, personal injury and
death claims.
c) Recklessness, fraud, wilful misconduct,negligence or neglect of professional duty by Doctor
or his/her employees, officers, agents or representatives, during the course of performance of
his duties under this Agreement;
d) any breach/violation of applicable laws of India including any guidelines or codes formulated
by the Medical Council of India, Board of Governors in Supersession of the Medical Council
of India, or the National Medical Commission (or any of its deemed successors in law).

16. Term and Termination of Agreement

(a) This Agreement becomes effective on the date first written above and will remain in effect
through the time period of 1 (one) year. This Agreement only be renewed or extended subject to
mutual satisfaction of both the Parties, failing which it shall automatically lapse without requiring
any further act to be done by either Party, provided that nothing shall affect any accrued rights or
liabilities.
(b) This Agreement shall be terminated:
(i) automatically, as per Clause 10 and Clause 7(b);
(ii) at the option of the Company, as per Clause 7(c)
(iii) immediately at the option of the Company if the requirements under Annexure A are not met
(iv) at the option of either Party, pursuant to seven days’ prior written notice;
(v) immediately at the option of the Doctor, upon the Company ceasing to do business as a going
concern or a failure by the Company to comply with any material obligation hereunder that
remains uncured after seven (7) days’ prior written notice;
(vi) immediately at the option of the Company, upon (I) any act of fraud, wilful misconduct or
gross negligence by the Doctor, including any impersonation of the Doctor by any other
person during the duration of the Services, or entering of factually incorrect information in
 the system while generating a prescription, (II) any failure by the Doctor to comply with any
material obligation hereunder that remains uncured after seven (7) days’ prior written notice;
(III) any legal proceedings being instituted against the Doctor or the Company in relation to
any Services required to be performed by the Doctor pursuant to this Agreement or any act
or omission of the Doctor during the course of such Services; and (IV) any serious or
repeated breach of the Doctor’s obligations under clauses 7, 10 and 11.
Provided that, the Company may in lieu of its right to terminate this Agreement pursuant to
sub-clause (D) deduct an appropriate sum of money at its discretion from the Fees to be paid
to the Doctor.

17. Limitation of Liability

The Company shall be liable to pay damages to the Doctor only upon breach of Clause 12 and
Clause 16. Notwithstanding the foregoing, under no circumstance shall the Company be liable to
the other Party for incidental, consequential, punitive or exemplary damages arising in connection
with this Agreement or the performance, omission of performance, or termination hereof including,
without limitation, lost sales and profits and other business interruption damages, even if the Party
has been advised of the possibility of such damages. Without regard to the nature of the claim or
the underlying theory or cause of action (whether in contract, tort, or otherwise), the Doctor shall
be solely and completely liable for the Services and prescription provided to the Customers and the
Company. The Company shall not be liable for any actions of the Doctor pertaining to the
doctor-patient relationship whatsoever and the actions of the Doctor therein. It is hereby clarified
that the Doctor shall be solely responsible and liable for any breach of this agreement, any neglect
of professional duty or lack of compliance with the standard duty of care that the Doctor is required
to maintain, during the course of the performance of the Doctor’s obligations under this
Agreement, and the Company shall not be responsible for the same.

18. Notices
All notices, requests and other communications hereunder must be in writing and will be deemed
to have been duly given only if delivered personally or mailed (first class postage prepaid only
with receipt of countersign) & by electronic mail to the Parties at the following addresses:

If to the Company:
Attention: Dr Kunal
Wani Address:
Intellihealth Solutions Private
Limited, 207, A Wing, Kailash
Industrial Complex,
Park Site, Vikhroli West 400079
along with a copy by email to: kunal@truemeds.in

If to the Doctor:
Attention: Dr. V Sai Arun Rao
Address: Crown orchid ,Chandapura road,Bangalore,560099
Along with a copy by email to:
saiarun2930@gmail.com
19. Governing Law and Jurisdiction
This Agreement shall be governed and construed in accordance with the laws of India and the
courts of Mumbai shall have exclusive jurisdiction in respect of any dispute arising out of this
Agreement.

20. Dispute Resolution

(a) Any and all disputes or differences between the Company and Doctor arising out of or in
connection with this Agreement or its performance shall, so far as it is possible, be settled
amicably between the Parties through consultation between a representative on behalf of the
Company and the Doctor.
(b) Any dispute or difference arising out of or in connection with this Agreement, which cannot be
amicably settled within 30 (thirty) days, shall be referred at the request in writing of either Party
to binding arbitration by 1 (one) arbitrator to be appointed in accordance with the Arbitration and
Conciliation Act, 1996 or any amendment thereof. The language of arbitration shall be English,
and the seat of arbitration shall be Mumbai.
(c) Each Party shall bear and pay its own costs and expenses in connection with the arbitration
proceedings unless the arbitrators direct otherwise

21. Remedies.
(a) All rights and remedies of a Party under this Agreement are independent of, and are in addition
to, its rights and remedies at law, equity or otherwise, including without limitation the rights to
seek specific performance, restitution or injunctive relief, none of which rights or remedies shall
be affected or diminished by the rights and remedies set out herein. All rights and remedies of a
Party, whether under contract, law or equity are cumulative and not alternative and may be
enforced successively or concurrently.
(b) The Parties agree that any breach of this Agreement will result in irreparable damage, incapable
of recompense by monetary relief and each Party shall be entitled to seek and enforce specific
performance or injunctive relief in respect of any such breach, in addition to any other legal rights
and remedies, without the necessity of demonstrating the inadequacy of monetary damages.

22. Miscellaneous Provisions.

(a) This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire
agreement between the Parties with respect to the subject matter of this Agreement, and
supersedes all prior negotiations, agreements, representations, and understandings of any kind,
whether written or oral, between the Parties, preceding the date of this Agreement. This
Agreement represents the entire understanding and agreement by and among the Parties with
respect to the subject matter hereof and fully supersedes any and all prior agreements or
understandings, both written and oral, between the Parties.
(b) This Agreement may be amended only by written agreement duly executed between the Parties or
authorized representative of each Party (including over email). Neither Party will claim at any
time or place that this Agreement has been orally modified in any respect whatsoever.
(c) If any provision or provisions of this Agreement shall be held unenforceable for any reason, then
such provision shall be modified to reflect the Parties’ intentions. All remaining provisions of this
Agreement shall remain in full force and effect for the duration of this Agreement.
(d) This Agreement shall not be assigned by either Party without the express consent of the other Party.
(e) A failure or delay in exercising any right, power or privilege in respect of this Agreement will not
 be presumed to operate as a waiver, and a single or partial exercise of any right, power or
privilege will not be presumed to preclude any subsequent or further exercise, of that right, power
or privilege or the exercise of any other right, power or privilege.
(f) This Agreement is the product of negotiation between the Parties. In the event of a dispute
concerning the interpretation of this Agreement or of any of its terms or provisions, the
Agreement shall be deemed to have been drafted jointly by the Parties; and it shall be construed
without regard to rules of construction that might otherwise apply against a drafter and shall not
be more strictly construed against any Party.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and
year first above written.

The Parties are signing this Agreement on the date stated in the introductory clause.

FOR INTELLIHEALTH SOLUTIONS PRIVATE LIMITED

Name:

FOR Aunt
Name: DR. V. Sai Arun Rao
 Annexure A: Quality Standards

I. The Doctor will have to adhere to the following quality standards:

(1) Doctor shall not be aggressive with the patient

(2) The call time with the Customer should be of minimum 45 seconds.
(3) The Doctor shall inquire into detailed patient medical history to be taken, including current history, past
history, side effects or allergy to any medication, last doctor visit etc.
(4) The Doctor shall introduce himself/ herself along with confirmation of the patient’s name and age on
every call.

(5) The Doctor shall provide, and properly explain to the patient, all information with respect to the
medicine prescribed in the prescription which has a substitute available, including any side effects of
such medicine.

(6) The Doctor shall not provide any false information to Patient about delivery charges or add medicines
that are substitutes like Paracetamol, famotidine, etc. to convert it to a substitute order

II. If a doctor is found not following the above mentioned quality standards, he/she will not be eligible for
the payout for that particular consultation and the Company can change the payout structure applicable
for the doctor.
III. The quality team of the Company will closely monitor the calls of the Doctors with the Customers to
ensure all the necessary quality requirements are followed.
IV. If a new doctor has completed less than 100 calls in their first month and later decides to terminate
his/her contract and services with the company, he/she will not be eligible for a payout for the same
consultations.