Terms & Conditions

1. The Service Provider is in the business of providing the Tele-Cardiology Services as defined in schedule 1 of this agreement and has the requisite infrastructure and skills, and expertise required to perform the Services.
2. The Client desires to engage the Service Provider to provide the Services and the Service Provider has agreedto do the same.
3. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms andconditions on which the Service Provider shall provide the Services to the Client and other agreements inconnection therewith.

  DEFINITIONS AND INTERPRETATION (a) “Applicable Law” shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of anyjurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives,licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions ofgovernmental or regulatory approvals or agreements with any governmental or regulatory authority; (b) “Approvals” shall mean sanctions, permissions, consents, validations, confirmations, licenses, and otherauthorizations obtained and/or required to be obtained from any Government Body; (c) “Government Body” means any government authority, statutory authority, government department, agency,commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to havejurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district, or othersubdivision thereof; (d) “GST” means Goods and services tax under the Goods and Services Tax Act, 2017; (e) “Services” mean the services provided as follows: Telecardiology Servicesand includes the services listed in Schedule-1 hereto and all other services that are incidental or ancillary thereto. (f) “Term” means the period during which the Service Provider has provided / shall provide Services in terms ofthis Agreement which shall be the period as specified in Clause on (Term and Termination) of this Agreement. (g) Interpretation (I) The headings in this Agreement are inserted for convenience only and shall be ignored in construing thisAgreement. (II) Unless the context otherwise requires, in this Agreement: (III) words using the singular or plural number also include the plural or singular number, respectively; (IV) words denoting any gender shall include all genders; (V) the words “written” and “in writing” include any means of visible reproduction; (VI) the terms “hereof”, “herein”, “hereto” and similar words refer to this entire Agreement and not anyparticular Clause, or any other subdivision of this Agreement; (VII) the words “include” or “including” shall be deemed to be followed by “without limitation” or “but notlimited to” whether or not they are followed by such phrases or words of like import; (VIII) references to any “person” include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency, or authority; and (IX) references to “Clause” or any other agreement or document in this Agreement shall be construed asreferences to the Clauses of this Agreement, or such other agreement or document, as may be amended,modified or supplemented from time to time, and shall include a reference to any document which amends,modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms. SERVICES (a) The Client agrees to avail the Services from the Service Provider and the Service Provider agrees to providethe Services to the Client on the terms and conditions specified in this Agreement. (b) The Service Provider shall: (I) Provide the Services in compliance with this Agreement and Applicable Laws. If any Approvals are to beobtained for the provision of Services, the same shall be obtained by the Service Provider;

1. II) Perform the Services (i) in a professional, diligent, and timely manner; (ii) as per good commercial

practices. (III) Retain and utilize a sufficient number of qualified personnel to perform the Services; (IV) Ensure that all personnel who are deputed to perform the Services are appropriately trained and qualified to perform such Services; and (V) Devote the time and attention necessary to provide the Services in accordance with the best of theindustry standards and meet any quality standards as may be specified by the Client. (c) Unless otherwise authorized in writing, the Services Provider shall not have any authority pursuant to thisAgreement to commit the Client to any obligation in any manner whatsoever with respect to third parties or toenter into any contracts on behalf of the Client. The Service Provider shall not have, nor represent itself as having,any authority under the terms of this Agreement to make agreements of any kind in the name of or binding uponthe Client. (d) The Client hereby designates the authorised signatory to be its designated representative and single point ofcontact for the Service Provider, for purposes of this Agreement. The Client may by notice given to the ServiceProvider, remove the then-existing representative and appoint another individual to act as its designatedrepresentative and single point of contact. (f) The Service Provider shall keep the Client promptly informed of all material matters which come to ServiceProvider’s attention relating to or affecting the business of the Client or any matters concerning the provision ofServices hereunder by the Service Provider. (h) The Services shall be provided online through PROVIDED ECG DEVICEIoT Console and Heartnet Web Services. (j) The Service Provider shall work for a minimum of 24 months for providing Services to the Client during theTerm of the Agreement. (k) The Client shall be responsible for suitable internet connectivity at the place of service delivery through WiFior GSM network or both. Client Shall provide and maintain the services of GSM SIM card required for the PROVIDED ECG DEVICE at its own cost. RECORDS The Service Provider shall maintain proper and accurate records relating to the conduct of the Services, if any,under this Agreement during the term of this Agreement and for a period of 3 years after that and shall at therequest of the Client provide to them, copies of such records. REPORTS The Service Provider shall on request provide the client the MIS report in relation to the performance of theservices. CONSIDERATION

6. a) In consideration of the Services rendered by the Service Provider, the Client shall pay to the ServiceProvider fees as agreed.
7. b) The Fee to be paid shall be inclusive of Goods and Services Tax (GST).
8. c) The Fees payable by the Client shall be inclusive of all expenses to be incurred by the Service Providerin the provision of Services hereunder..
9. d) In the event of delay by the Client in payment of fees to the Service Provider, the Service Provider shallbe entitled to stop the provision of further Services till such time that the Client makes the payment ofoutstanding dues.
10. e) In the event of any service(s) provided that are not included in the list of services as specified in thisAgreement, the Parties shall mutually agree upon such services, fees and expenses.

  REPRESENTATIONS AND WARRANTIES (a) Each Party hereby warrants and represents to the other Party that: (I) It has full power and authority to enter into this Agreement and perform its obligations hereunder; (II) This Agreement has been duly executed by it and this Agreement constitutes its legal, valid and bindingobligation enforceable in accordance with the terms contained herein; (III) The execution, delivery, and the performance by it of this Agreement does not and will not (i) breachor constitute a default under its constitutive documents, or (ii) result in a breach of, or constitute a defaultunder, any agreement to which it is a party or by which it is bound. (b) The Service Provider hereby represents and warrants to the Client: (I) It will provide the Services in compliance with the provisions of this Agreement; (II) It will act in good faith and use reasonable skill and care in the provision of Services under this Agreement; (III) It will comply with all Applicable Laws in the provision of the Services; (IV) It has all requisite corporate and other approvals, licenses and permits from relevant governmentalauthorities to provide the Services. EXCEPT AS SPECIFIED ABOVE THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITHRESPECT TO THE SERVICES AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. OBLIGATIONS OF THE CLIENT (a) During the performance of the Services the Client will co-operate with the Service Provider as the ServiceProvider reasonably requires; (b) The Client shall provide information and documents as the Service Provider reasonably requires for provisionof Services. TERM AND TERMINATION (a) This Agreement shall commence on the given date (“Commencement Date”) continue to be in full force and effect unless terminated as specified below. This Agreement shall automatically renew and continuein full force and effect for successive ________ month periods (each such successive period, “Renewal Term”)unless written notice of termination is given by either Party not less than ________ days prior to the end of anysuch Term. (b) This Agreement may be terminated as follows: (I) By either Party upon providing a written notice of 90 (Ninety) days prior written notice to the other Party; or (II) By the Client, in the event a material breach of any provision hereof is committed by the Service Provider, by providing 30 (Thirty) days written notice to the Service Provider with reasons of terminationstated thereunder; or (III) By the Service Provider, in the event a material breach of any provision hereof is committed by theClient, by providing 30 (Thirty) days written notice to the Service Provider with reasons of terminationstated thereunder; or (c) Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution, Indemnity, Limitationof Liability, and the other provisions of this Agreement which are expressly or impliedly intended to survive theexpiration or termination of this Agreement, shall survive the expiration of the Term or any termination of thisAgreement. OWNERSHIP OF INTELLECTUAL PROPERTY (a) Service Provider shall retain all right, title, and interest in and to its own technology and information and,except as expressly set forth in this Agreement, no right, title or interest therein is transferred or granted toClient under this Agreement. (b) In connection with the provision of the Services, the Service Provider may generate, create, write, or produceliterary works or other works of authorship including, but not limited to, manuals, training materials, reports,advice, methodologies, code, test data, analyses, studies, research, and documentation (hereinafter referred toas “Work Product”). (c) The Work Product and copyright and all Intellectual Property rights in and to such Work Product created andprovided by the Services Provider to the Client pursuant to this Agreement shall be owned by the ServiceProvider. The Client is hereby granted a license to use the Work Product for its internal purposes and for thepurposes as deemed fit by the service provider. The Client will not be allowed to publish or make available tothird parties the Work Products. SUB-CONTRACTORS For the avoidance of any doubt, the Parties hereby agree that in connection with the performance of the Services,the Service Provider may avail the services of such third parties and subcontractors as it considers appropriate. However, the Service Provider shall continue to be fully responsible for the due performance of the Servicesagreed to be performed under this Agreement. The Service Provider shall be solely responsible for any payments to be made to the Service Provider’s employees,agents, or subcontractors in relation to the provision of Services under this Agreement, including withoutlimitation any payments for salary, benefits, or any other amounts due to such employees, agents, orsubcontractors in relation to the provision of Services under this Agreement. FORCE MAJEURE If and to the extent that a Party’s performance of any of its obligations under this Agreement, hindered or delayedby fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders,rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each, a “ForceMajeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonableprecautions, then the non-performing, hindered or delayed Party will be excused for such non-performance,hindrance or delay, as applicable, of those obligations effected by the Force Majeure Event for as long as suchForce Majeure Event continues and such Party continues to use its best efforts to recommence performancewhenever and to whatever extent possible without delay, including through the use of alternate sources,workaround plans or other means. The Party whose performance is prevented, hindered, or delayed by a ForceMajeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event anddescribe in reasonable detail the nature of the Force Majeure Event. If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) days, the Parties shall mutuallyagree on the future course of action. However, despite all efforts made by the Partiies in good faith, if the ForceMajeure Event continues for a period of 90 (ninety) days, either of the Parties shall have the right to terminatethis Agreement by giving the other Parties notice of termination in writing. INDEMNITY Each Party (“Indemnifying Party”) hereby agrees to indemnify and hold the other Party harmless from alldamages, costs, attorney’s fees, or other losses arising out of or relating to: (a) breach of this Agreement by the Indemnifying Party; (b) breach of any representation or warranty by the Indemnifying Party. LIMITATION OF LIABILITY Neither the Service Providers nor the Client will be liable for, nor will the measure of damages include, anypunitive or consequential or indirect losses or damages, including lost profits or third-party claims arising out ofor relating to its performance or failure to perform under this Agreement. Liability for all punitive orconsequential or indirect losses or damages is hereby expressly excluded. Notwithstanding anything contained in this Agreement, a Party’s liability for any loss or damage, direct orindirect, for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement)with respect to claims (whether third party claims, indemnity claims or otherwise) shall not under anycircumstances exceed ten times the fees paid for such services by the client to the service provider. TAXES Client shall be responsible for all taxes in respect of this Agreement including without limitation payment ofgoods and services tax, if applicable, on the Services provided hereunder. NON-SOLICITATION Notwithstanding any provision to the contrary, each of the Parties agree that the Parties (or any Person formingpart of the Parties) shall not: (a) directly or indirectly, partner with or enter into any activity or hire or attempt to hire for any purposewhatsoever (whether as an employee, consultant, advisor, independent contractor, partner or otherwise) anyemployee or consultant of the other Party; (b) directly or indirectly, approach, canvass, solicit, or otherwise entice using any incentive whatsoever (whethersuch incentive be in cash, kind, or a composite of the same or in any other manner), any employees, vendors,customer, consultant, contractor, or agent of the other Party. SEVERABILITY If any provision of this Service Agreement shall for any reason be held to be invalid, illegal, or unenforceable inany respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and thisService Agreement shall be construed as if such invalid, illegal or unenforceable provision had never beencontained herein. Any invalid or unenforceable provision of this Service Agreement shall be replaced with aprovision that is valid and enforceable and most nearly gives effect to the original intent of theinvalid/unenforceable provision. ENTIRE AGREEMENT This Service Agreement constitutes the entire agreement and understanding of the Parties with respect to thesubject matter hereof and supersedes any and all prior negotiations, correspondence, agreements,understandings duties or obligations between the Parties with respect to the subject matter hereof. NO OTHER RIGHTS GRANTED Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectualproperty rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party anyrights in or to the other Party’s Confidential Information, except the limited right to use such ConfidentialInformation in connection with the Services to be provided under this Agreement. The Client or Service Providershall not receive any intellectual property rights in the Confidential Information of the other Party other than alimited right to use the Confidential Information for the purposes specified in this Agreement. All intellectualproperty rights shall continue to vest with the Party disclosing the Confidential Information. AMENDMENTS Any change, alteration, amendment, or modification to this Service Agreement must be in writing and signed byauthorized representatives of both the Parties. DISPUTE RESOLUTION

20. a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Partieshereto failing which the following shall apply:

(b) Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointlyby the Parties. (c) The arbitration proceedings shall be held in India in accordance with the provisions of the Arbitration andConciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. (d) The Parties agree that the arbitration award shall be final and may be enforced as a decree. (e) The Parties further agree that subject to the above only the competent courts at Bangalore, India shall havejurisdiction in all matters arising hereunder. (f) The Parties further agree to keep the arbitration proceedings and the arbitral award confidential. (g) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, theprevailing Party shall be entitled to recover reasonable costs and attorneys’ fees. INDEPENDENT PARTIES Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makesone party the agent or legal representative of the other party for any purpose. EXCLUSIVITY Nothing in this Agreement restricts a Party or its group companies from discussing similar arrangements and/orany related transaction with any other party, any regulatory body in India and their respective successors. ASSIGNMENT This Agreement shall not be assignable by the Client without prior written consent of the Service Provider. TheService Provider may assign the agreement to: subsidiary, related third party or any party having majority interestin the service providing company. ANNOUNCEMENTS A Party shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or othermatter of this Agreement, without the prior written approval of the other Party. NOTICES Except as otherwise specified in this Service Agreement, all notices, requests, consents, approvals, agreements,authorizations, acknowledgements, waivers, and other communications required or permitted under this ServiceAgreement shall be in writing and shall be deemed given when sent to the address specified below. In the case of service provider: Address: #6CS Neil Tower of Neil Rao Towers, 6th Floor, Plot No. 117, Road No. 3, EPIP Phase I, KIADB-Whitefield, Bangalore – 560 066 Either Party may change its address for notification purposes by giving the other Party 10 (ten) day’s notice ofthe new address and the date upon which it will become effective. GOVERNING LAW This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India. IN WITNESS THEREOF the parties aforementioned have signed this agreement . Schedule – 1 The Service Provider provides following type of services:

1. Telecardiology services on Heartnet platform with PROVIDED ECG DEVICE without the Clinical Interpretationof patient cases.
2. Telecardiology services on Heartnet platform with PROVIDED ECG DEVICE with Clinical Interpretation ofunlimited patient cases.

• Standard Clinical Service – 6 AM to 10 PM
• Premium Clinical Service – 10 PM to 6 AM Hours

In case of any physical damage to Provided ECG Device, full cost of repair as appropriate to be paid by the Client subject to a maximum of ₹ 50,000/- (Rupees Fifty Thousand Only).

5. Subscription payable in advance on quarterly basis with 7th of the first month of the subscribed

quarter. BANK DETAILS Account Name – Heartnet India Pvt Ltd Account Number – 50200103421838 Bank – HDFC Bank Ltd. Branch – EPIP Branch, Bangalore IFSC – HDFC0003962 GST Registration Number: 29AAECH1283R2ZW HEARTNET INDIA PRIVATE LIMITED