SERVICE AGREEMENT

This Service Agreement (“Agreement”) is entered on this day of May 2021

BETWEEN

Phasorz Technologies Private Limited, a company incorporated under the Companies Act, 1956
and having its registered office at 4B, 3rd Cross street, Rajarajeswari Nagar, Madipakkam,
Chennai Tamil Nadu 600091 IN and corporate office at Tower D, 4th Floor, IBC Knowledge Park,
4/1, Bannerghatta Road, Bangalore- 560 029 (hereinafter referred to as “MediBuddy” which
expression shall, unless it be repugnant to the context, be deemed to include its successors and
permitted assigns) of the Other Part.
AND

Sree Samy Clinic, a clinic having registration no. NA located at

Pappampadi, Jalakandapuram Main Rd ,Chinnappampatty, Dist Salem, Tamil Nadu - 636306
(hereinafter referred to as “Service Provider” which expression shall, unless it be repugnant to the
context, be deemed to include its associates, affiliates and subsidiaries, successors and permitted
assigns) of the Other Part

Service Provider and MediBuddy are hereinafter, collectively referred to as "Parties" and
individually as "Party".

WHEREAS, MediBuddy is engaged inter-alia in wellness and healthcare services.

WHEREAS, MediBuddy has approached the Service Provider to avail certain services as
morefully described in the Statement of Work.

WHEREAS based on the representation of Service Provider, MediBuddy intends to avail the
services of Service Provider subject to terms & conditions recorded herein.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Scope and Purpose:

1.1. MediBuddy hereby engages the Service Provider to provide such services as detailed
under Statement of Work under this Agreement (“SOW”). Each SOW shall form an
integral part of this Agreement.

2. Term:
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 2.1. This Agreement will come into effect from May (“Effective Date”) and shall continue
to be in full force for an initial period of 12 months reckoned from the Effective Date,
unless terminated sooner in accordance with the provisions hereof.

3. Service Fees and Payment terms:

3.1. In consideration of the provision of the Services rendered by Service Provider to

MediBuddy in accordance with the terms and conditions of this Agreement, MediBuddy
shall pay to Service Provider a fee inclusive of all applicable taxes or levies (the "Fee") as
set out in Statement of Work (SOW). For the payment of the said fees Service Provider
shall raise an invoice on MediBuddy at the rates specified in Annexure - A to this
Agreement and MediBuddy shall settle an undisputed invoice within 60 (sixty) days from
receipt of the valid invoice.

3.2. Service Provider acknowledges and agrees that other than the Fees, agreed to be paid by
MediBuddy to the Service Provider under this Agreement and as listed in SOW,
MediBuddy is not liable or obligated to pay any other sums of money, by whatever name
called, to MediBuddy in consideration for the provision of Services.

4. Confidentiality:

4.1. Confidential Information shall mean any information and data either tangible or intangible,
disclosed by MediBuddy (“Disclosing Party) to the Service Provider (“Receiving Party”),
in connection with the purpose, irrespective of the medium in which such information has
been disclosed, whether before or after the Effective Date, either directly or indirectly,
and shall include without limitation, business and financial information about costs,
profits, markets, sales, bank statements, concepts, records, files, memoranda, reports,
drawings, plans, price lists, customer lists, forecasts, strategies, any apparatus, modules,
samples, prototypes or parts thereof or any Customer list, employee(s) list and all
document, books, including electronic data recorded or retrieved by any means, that have
been or will be given to the Receiving Party by the Disclosing Party, as well as written
or verbal instructions or comments and the like and/ or relating to Disclosing Party
inventions, business strategies, technical material, original market research, price quotes
on services, operational plans and procedures. Confidential and Proprietary Information
also includes information of a third party that the Disclosing Party is obliged to protect as
confidential.

4.2. The Disclosing Party and/or the Receiving Party for the purpose of this clause shall mean
and include MediBuddy and/or Service Provider.

4.3. If such information is disclosed orally or visually, it shall be identified by the Disclosing
Party as Confidential Information at the time of disclosure and shall be confirmed as such

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 by written summary mailed to the Receiving Party within thirty (30) days after the
original disclosure

4.4. The Receiving Party hereby undertakes:

4.4.1. only to disclose the Confidential Information to those who must have a legitimate
“need to know” and shall be bound in writing to comply with the Receiving Party’s
confidentiality obligations, whether generally or specific to this.
4.4.2. to maintain and preserve the confidentiality of the Confidential Information
provided by the Disclosing Party to the same extent, and in the equivalent manner, as
it protects its own confidential and proprietary information, using in any event no
less than reasonable care.
4.4.3. not to copy or reverse engineer any such Confidential Information.
4.4.4. Notwithstanding any provision in this Agreement to the contrary, each Party may
disclose Confidential Information of the other party to the extent it is required to be
disclosed pursuant to a valid order or requirement of a governmental agency or court
of competent jurisdiction, provided that the owner of the Confidential Information
shall be given reasonable notice of the pendency of such an order or requirement and
the opportunity to contest it.
4.5. Information shall not be deemwed Confidential Information if it is: (i) publicly available
prior to this Agreement or becomes publicly available without a breach by the Receiving
Party of any obligation of confidentiality; (ii) rightfully received by the Receiving Party
from third parties without accompanying confidentiality obligations; (iii) already in the
Receiving Party's possession and was lawfully received from sources other than the
Disclosing Party; (iv) independently developed by the Receiving Party where such
development can be evidenced by documentation; (v) approved by the Disclosing Party
for release; or (vi) required to be disclosed in a judicial or administrative proceeding,
provided that the Disclosing Party gives the other Party written notice of the information
required to be disclosed
4.6. In case of breach, the affected Party shall have the right to seek injunctive relief, which
relief shall not exclude any other recourse provided by law.
4.7. On termination of this Agreement, each Party agrees to promptly deliver to the other
Party (or at the other Party's written request, destroy) all Confidential Information of the
other Party then in such Party's possession and expunge all such Confidential Information
from all its computers and filing systems. Neither Party shall retain any Confidential
Information of the other Party or any copies thereof.
4.8. All information supplied by either Party to the other whether or not confidential shall be
used by the Receiving Party only for the furtherance of the operation of this Agreement.
4.9. The provisions of this clause will survive the termination of this Agreement.

5. Adherence to Laws:

5.1. Service Provider shall carry out the Services in compliance with all relevant laws and
regulations where the Services are being rendered and in accordance with the conditions
of any permit, license or concession obtained by it relating to any part of the Services.

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6. Indemnity and Liability:

6.1. Service Provider shall defend, hold harmless, indemnify and keep indemnified
MediBuddy and its employees / directors, etc., against any or all losses, damages, claims,
etc., arising out of any or all acts, deeds, omissions, commissions including misconduct or
negligence of the Service Provider or its Engaged Persons, including non-compliance of
any labour law related requirements, breach of terms and conditions of this Agreement, or
any loss/damages suffered by MediBuddy, in any manner in availing the Services.

6.2. It is agreed that the Service Provider shall, without any limitation, defend, hold harmless,
indemnify and keep indemnified MediBuddy and its employees / directors, , against any
or all losses, damages, claims, etc., arising out of confidentiality breach, infringement of
third party IPR/patent, gross negligence and wilful misconduct.

6.3. MediBuddy reserves the right to adjust any such amount recoverable out of the above
indemnity clause from the dues payable to the Service Provider and in case of any excess
to be recoverable, the same shall be paid by the Service Provider immediately on intimation
by MediBuddy.

6.4. In case of merger or acquisition or in any manner by which the status of the Service
Provider's status is changed or lost, in comparison with the status as on date of this
Agreement, then the Service Provider agrees that any such merger or acquisition or
otherwise shall be subject to such change ensuring continuance of provision of
Services/Deliverables agreed herein and that the provision of Services/Deliverables as
agreed herein shall not be interrupted in any manner whatsoever. Also, at the discretion
of MediBuddy, the Service Provider shall also facilitate and support MediBuddy or any
vendor chosen by MediBuddy to take support of the Services from Service Provider
including but not limited to operations management.

6.5. Privacy by Design: The service Provider acknowledges and agrees that any action that
involves processing personal data shall be done with data protection and privacy at every
step. Once a product or service has been released (being part of the Services), the strictest
privacy settings shall apply by default, without any manual input from MediBuddy. In
addition, any personal data provided by MediBuddy to enable a product's/service optimal
use should only be kept for the amount of time necessary to provide the product or
service. This clause shall apply if the Service Provider's scope includes processing of
personal data of MediBuddy and release of any product/service.

6.6. Secured Coding Practice: Any program developed by the Service Provider shall be
protected from all kinds of vulnerabilities, attacks or anything that can cause harm to the
software or the system using such program. Further, the Service Provider shall ensure that
all application development shall complete secure coding requirements regardless of the
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 device used for programming. This clause shall apply if the Service Provider's scope
includes any development / management / modification of program/application.

7.Representation And Warranties of the Service Provider:

7.1. Service Provider hereby represents and warrants that:

7.1.1. it is in good standing and that it has full authority to enter into this Agreement and
subject to obtaining the necessary approvals under the applicable law, to perform its
obligations hereunder according to the terms hereof.
7.1.2. The execution of this Agreement and providing Services hereunder by Service
Provider to MediBuddy, does not and will not violate, breach any covenants,
stipulations or conditions of any agreement, deed entered into by Service Provider
with any third party.
7.1.3. The Service Provider has provided all requisite information and valid supporting
documents sought under the vendor declaration or undertaking.
7.1.4. It has a valid pollution control board certificate in his name or his clinic’s name
complying with applicable bio medical waste management acts and rules made
thereunder.
7.1.5. The Service Provider has valid license or registration for medical practice in India
and is a certified MBBS
7.1.6. It has complied with all the laws, rules etc. prescribed by the Central, State and
local authorities and taken all required permissions for performing Services under
this Agreement.
7.1.7. Service Provider shall perform all of its obligations and duties under this
Agreement diligently and honestly.
7.1.8. Service Provider possesses the necessary skills, resources, expertise, competence
and experience to perform the assigned Services.
7.1.9. Service Provider shall perform the said Services in a professional manner and
workmanlike manner and in accordance with applicable industry standards
conforming to the best practices followed by well-managed operations, providing
similar services.
7.1.10. During the term of this Agreement, Service Provider shall maintain at its cost a
valid clinical establishment license, if applicable and provide MediBuddy with
certificates of license as evidence, additionally the Service Provider may register
itself under National Digital Health Mission as per applicable laws, a declaration in
this regard as per Annexure- 1 shall be adequately signed and sealed by the Service
Provider.

8.Professional Conduct:

8.1. Service Provider will be subject to MediBuddy’s and applicable rules and regulations and
standing orders of MediBuddy if any, for its employees from time to time. Use of abusive
language, aggression is strictly prohibited against patients.

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 8.2. Service Provider shall not, at any time either during the continuance of this agreement, or
after expiry, use the Brand of MediBuddy for whatsoever reason without obtaining prior
written consent from MediBuddy.

8.3. Service Provider shall not pledge the MediBuddy name or credit or make representations
unless it is specifically and duly authorized with prior intimation and communicated in
writing, by the management of MediBuddy.

8.4. Service Provider shall submit detailed copy of resume along with degree/diploma
certificates, Registration with medical council and Government recognized Id proof i.e
PAN Card and Aadhaar card, to MediBuddy at the time of accepting this Agreement.
Service Provider shall be bound to disclose in writing if there are any legal proceedings
pending by any current/previous organization or person against it.

9. Termination:

9.1. MediBuddy may terminate this Agreement for cause upon giving written prior notice of at
least 15 (fifteen) days to Service Provider requiring Service Provider to cure such breach
as set out in the written notice within 10 (ten) days on failure of Service Provider to
remedy such breach within the said 20 (twenty) days MediBuddy may terminate this
Agreement.

9.2. Either party may by serving 60 (Sixty) days advance written notice in writing terminate
this Agreement without cause.

9.3. In the event this Agreement is terminated pursuant to the provisions of this clause, no
further liabilities or obligations shall accrue to parties herein, except MediBuddy’s
obligation for any fees due and outstanding for Services provided upto the time of
termination.

10. Relationship of the Parties:

10.1. MediBuddy’s relationship with Service Provider will be that of an independent Service
Provider and nothing in this Agreement should be construed to create a partnership, joint
venture, or employer-employee relationship. MediBuddy is not the agent of MediBuddy
and is not authorized to make any representation, contract, or commitment on behalf of
MediBuddy. MediBuddy will ensure that all of its employees and service providers have
all necessary, permits, licenses, insurance, or other documents necessary to render the
Services under this Agreement. Service Provider will not be entitled to any of the benefits

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 which MediBuddy may make available to its employees, such as group insurance, profit-
sharing or retirement benefits.

11. Assignment:

11.1. Neither of the Party shall assign any of it’s rights and obligations under this Agreement,
to a third party without the prior written approval of the other Party.

12. Notices:

12.1. Unless otherwise provided herein, all notices or other communications under or in
connection with this Agreement shall be given in writing and may be sent by personal
delivery or post or courier or facsimile. Any such notice or other communication will be
deemed to be effective if sent by personal delivery, when delivered, if sent by post, two
days after being deposited in the post and if sent by courier, one day after being deposited
with the courier, and if sent by facsimile, when sent (on receipt of a confirmation to the
correct facsimile number).

The addresses referred to herein above are:

If to Sree Samy Clinic : Pappampadi, Jalakandapuram Main

Rd ,Chinnappampatty, Dist Salem, Tamil Nadu -
636306

If to MediBuddy : Legal Department

Consumer Health Division
Phasorz Technologies Private Limited,
Tower D, 4th Floor, IBC Knowledge Park, 4/1,
Bannerghatta Road, Bangalore- 560 029

13. Entire Agreement:

13.1. This agreement constitutes the entire Agreement between the Parties and supersedes any
other agreements between the Parties relating to the subject matter of this Agreement. A
Party is not liable to other Party for a representation that is not expressly set out in the
Agreement.

14. Severability:

14.1. If any provision of this Agreement is held illegal or unenforceable by any court or other
authority of competent jurisdiction, such provision shall be deemed severable from the
remaining provisions of this Agreement and shall not affect or impair the validity or
enforceability of the remaining provision of this Agreement.

15. Waiver:
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 15.1. If at any time any Party waives any right accruing to it, due to breach of any of the
provisions of this Agreement, such waiver shall not be construed as a continuing waiver
of other breaches of the same kind or other provisions of this Agreement. None of the
terms of this Agreement shall be deemed to have been waived or altered, unless such
waiver or alteration is in writing and is signed by both the Parties.

16. Force Majeure:

16.1. The performance of either Party, as detailed in this Agreement shall be extended by a
reasonable period of time acceptable to both the Parties, if such performance by
respective Party is impeded by an unforeseeable event beyond the Party’s control.
Exceptional conditions shall include but not be limited to acts of God, strikes, riots, wars,
accidents, embargo, mutiny, or acts of government. In case of such Force Majeure, the
Party shall notify the other Party and furnish the Party in writing all the information
thereto.
16.2. In the event the Force Majeure extends beyond two months either Party has the right to
terminate this Agreement or any service orders.

17. Amendment and Modification of Agreement:

17.1. No change, amendment or modification of any provision of this Agreement shall be

valid unless set forth in writing and signed by both Parties.

18. Survival:

18.1. Any terms, conditions, rights and obligations under this Agreement that by their nature
are purported or deemed to subsist shall survive for a period of 12 (twelve) months
reckoned from the date of termination or expiration of this Agreement.

19. Jurisdiction and Dispute resolution:

19.1. This agreement shall be governed by the laws of India and the Parties submit to the
exclusive jurisdiction of the Courts in Bangalore. In the event of any dispute between the
Parties in connection with or arising out of this agreement, the Parties shall first endeavor
to co-operate to resolve the dispute or controversy by mutual consultation and agreement.
In the event that the dispute or event is not resolved by mutual consultation and
agreement, the same shall be referred to the arbitration according to the provisions of the
Arbitration and Conciliation Act, 1996. The Parties shall appoint one arbitrator each who
shall in turn jointly appoint the third arbitrator. The decision of the arbitral panel shall be
final and binding on both the parties. The venue of Arbitration shall be Bangalore and
Language shall be English.

20. Publicity:

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20.1. Either party shall not publicize the existence of this Agreement or disclose any of the
terms of this Agreement without the prior written consent of the other and only to the
extent that consent is given as to the form and detail of such publicity or disclosure.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by
their duly authorized representatives, on the date written below.

FOR AND ON BEHALF OF SREE SAMY FOR AND ON BEHALF OF PHASORZ

CLINIC TECHNOLOGIES PRIVATE LIMITED

Signature: Digitally Signed Below Signature: Digitally Signed Below

Name: Dr.Ashok P Name: Mr. Pranav Kumar

Title: General Physician Title: Head - B2C Consultations