Physician Terms and Conditions

GENERAL TERMS (PHYSICIAN AGREEMENT)

Tijhealth Private Limited is a corporation formed for the purpose of facilitating provision of medical care and related advice via electronic media (the “Telehealth Services”) through physicians who are duly licensed to practice medicine in the applicable jurisdiction(s).

Physicians who desire to provide Telehealth Services via Tijhealth Private Limited’s web-based telemedicine platform (the “Platform”) as an independent contractor of Tijhealth Private Limited, and desire to engage Tijhealth Private Limited to administer and manage certain non-medical aspects of the provision of the Telehealth Services, shall agree and comply with the terms and conditions set forth in this Agreement

1. Physician Services

• • 1.1. Telehealth Services. During the Term (as defined in Section 4.1 below), Physician shall provide the Telehealth Services via the Platform pursuant to the terms and subject to the conditions set forth in this Agreement.

• • 1.2. Standards of Performance. Physician shall render the Telehealth Services in conformity with the applicable standard of care and in material compliance with all applicable statutes, regulations, rules, orders, and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction, and the execution of the Telehealth Services shall aim to serve the best interest of patients. Physician shall use the Platform to render Telehealth Services to only those patients residing in only those jurisdictions in which Physician is duly licensed to practice medicine.

• • 1.3. Physician Responsibilities. All decisions and judgments relating to the practice of medicine shall be Physician’s sole responsibility. Nothing in this Agreement shall be interpreted to dictate, modify, or influence the Physician’s practice of medicine, or his/her delivery of direct patient care or independent judgment in the practice of medicine. Physician shall have complete control over the diagnosis and treatment of patients and Tijhealth Private Limited shall neither exercise nor attempt to exercise any supervision or control over the individual treatment of Physician’s patients. Physician must independently decide whether to utilize the Platform or any other telemedicine technology with respect to any patient.

2. Tijhealth Private Limited Services

Directly or indirectly through its agents, Tijhealth Private Limited shall furnish the administrative and technical services necessary for Physician’s provision of Telehealth Services, including, but not limited to: (i) operating, maintaining, developing, upgrading, or modifying the Platform and related technical services; (ii) hosting the Tijhealth Private Limited website located at www.naarista.com or such other web address determined by Tijhealth Private Limited from time to time (the “Site”) so that the Platform is accessible by Physician and his or her patients; (iii) billing for Telehealth Services performed by Physician; and (iv) all other administrative services described in this Agreement (collectively, the “Tijhealth Private Limited Services”).

3. Compensation (current fee structure)

• 3.1. Tijhealth Private Limited Fees. As set out at www.naarista.com., fees for Physician services performed through Tijhealth Private Limited may vary with the service. As financial compensation for utilization of the Tijhealth Private Limited Services, along with any self promoting/advertising/marketing directly or indirectly incurred, from the actual gross billed fees collected by Tijhealth Private Limited for Telehealth Services performed by Physician in any given month, Tijhealth Private Limited shall be entitled to charge actual gross billed charges.

• 3..2. Physician Compensation. In any given week, Physician may see as many patients as he/she chooses. Physician shall be paid either weekly or monthly a fixed sum per hour or per consult by Tijhealth Private Limited for Telehealth Services.

• 3.3. Billing and Collecting Fees. Tijhealth Private Limited shall bill for and collect all fees for Telehealth Services rendered by Physician or on Physician’s behalf. Physician shall, and shall require its Providers to, execute in a timely manner any document that Tijhealth Private Limited reasonably requests to accomplish the foregoing.

4. Term and Termination

• • 4.1. This Agreement shall have an initial term of one year beginning on the Effective Date (the “Initial Period”). The Agreement shall automatically renew for subsequent one-year periods after the expiration of the Initial Period and each subsequent one-year period (each a “Renewal Period”), unless earlier terminated pursuant to Section 4.2. The Initial Period and each Renewal Period, if any, are collectively referred to herein as the “Term.”

• • 4.2. Termination.

• • • a. Termination Without Cause. Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other.

• • • b. Termination for Cause. Either party may terminate this Agreement for cause if (i) the other party defaults in the performance of its obligations and has not cured such default within thirty (30) days of receipt of a default notice specifying the default and the intention to terminate; or (ii) (A) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts, (B) upon either party making an assignment for the benefit of creditors, or (C) upon either party’s dissolution or ceasing to do business. Tijhealth Private Limited may also terminate for cause upon the occurrence of any event described in paragraph c. of this Section 4.2.

• • • c. Automatic Suspension. This Agreement shall be immediately terminated in accordance with paragraph (b) of this Section 4.2, without further action by either party, upon the occurrence of any of the following events, each of which shall constitute a ground for termination for cause:

• • • • i. Physician’s license to practice medicine in any state is forfeited or restricted in any way;
      • ii. Physician or a Provider pays a judgment or settlement in a professional negligence or malpractice claim arising from the performance of the Telehealth Services hereunder, provided, however, that the carrier’s decision to settle malpractice litigation over Physician’s objection shall not be cause for termination;

• • • • iii. Physician becomes ineligible for continued malpractice insurance coverage through standard admitted carriers;

• • • • iv. Physician or a Provider is convicted of or pleads guilty to any felony or misdemeanor related to the delivery of health care services;
      • v. Physician or a Provider is found guilty of or pleads no contest to any crime involving moral turpitude;
      • vi. Physician, in Tijhealth Private Limited’s sole judgment, engages in negligent, reckless, or willful conduct that causes, or has the potential to cause, harm to a patient/resident or to Tijhealth Private Limited’s reputation or business.

• • • • vii. Physician’s disability. For purposes of this Section 4.2, “Physician’s disability” means the inability of Physician to provide Telehealth Services by reason of Physician’s illness or other physical or mental impairment or condition continuing for a period of sixty (30) calendar days or longer.

• • 4.3. Physician Obligations Upon Termination. If this Agreement is terminated for any reason:

• • • a. Physician shall promptly return to Tijhealth Private Limited all property and Confidential Information received from Tijhealth Private Limited;

• • • b. Physician shall immediately cease using any passwords or other information provided by Tijhealth Private Limited to access to the Platform or any other system adopted or developed by Tijhealth Private Limited;

• • • c. Neither party shall be released or discharged from any obligation, debt or liability that has previously accrued or been incurred and remains to be performed upon the date of termination or expiration; and

• • • d. Any sums of money owing by one party to the other shall be paid immediately.

        5. Affirmative Covenants

• • 5.1. Covenants and Warranties of Tijhealth Private Limited.

• • • a. Tijhealth Private Limited is and shall remain during the Term a corporation duly organized, validly existing and in good standing under the laws of India, and possessing full power and authority to conduct the business in which it engages.

• • • b. Tijhealth Private Limited has full power and authority to execute and deliver this Agreement, to engage in the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. Upon its execution, this Agreement shall constitute a valid and binding obligation of Tijhealth Private Limited, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, or other similar laws affecting generally the rights of creditors and by principles of equity. The party executing this Agreement on behalf of Tijhealth Private Limited is duly authorized to do so.

• • • c. The consummation of the transactions contemplated by this Agreement will not result in a breach of the terms, provisions, or conditions of or constitute a default under the Articles of Organization, Operating Agreement, or other enabling or governing instruments of Tijhealth Private Limited or any agreement to which Tijhealth Private Limited is a party or by which it is bound, or, to the best knowledge of Tijhealth Private Limited, constitute a violation of any applicable law or regulation.

• • 5.2. Covenants and Warranties of Physician

• • • a. Physician is and shall remain during the Term a physician duly licensed in the applicable jurisdiction(s), actively engaged in the practice of medicine, and possessing full power and authority to conduct the business in which he/she engages.

• • • b. Physician has full power and authority to execute and deliver this Agreement, to engage in the transactions contemplated by this Agreement, and to perform his/her obligations under this Agreement. Upon its execution, this Agreement shall constitute a valid and binding obligation of Physician, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, or other similar laws affecting generally the rights of creditors and by principles of equity.

• • • c. The consummation of the transactions contemplated by this Agreement will not result in a breach of the terms, provisions, or conditions of or constitute a default under any agreement to which Physician is a party or by which Physician is bound, or, to the best knowledge of Physician, constitute a violation of any applicable law or regulation.

• • • d. Physician is not excluded from participating in centre or state funded health care programs and is not facing the risk of loss, suspension, restriction, involuntary surrender, or revocation, in any jurisdiction, of registration to prescribe controlled substances.

• • • e. Physician is not facing any currently pending professional liability or professional disciplinary actions.

• • • f. To the best of his/her knowledge, no hospital where physician has privileges is taking or contemplates taking any action to limit, revoke, or otherwise adversely affect his/her privileges.

• • • g. Physician has never been convicted of a felony or of any act involving dishonesty or moral turpitude. For purposes of this Agreement, “dishonesty or moral turpitude” shall mean any act or omission that implicates Physician’s honesty or integrity and in particular shall include any crime involving fraud, deceit, or theft.

6. Restrictive Covenants

• • 6.1. Covenant Regarding Confidential Information. In the course of the relationship created pursuant to this Agreement, Physician will have access to certain methods, trade secrets, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (“Confidential Information”) regarding the operation of Tijhealth Private Limited and/or its affiliates (collectively, the “Protected Parties”).

• • • a. Physician shall maintain all such Confidential Information in strict secrecy and shall not divulge such information to any third parties, except as may be necessary for the discharge of Physician’s obligations under this Agreement or as required by law. Physician shall take all necessary and proper precautions against disclosure of any Confidential Information to unauthorized persons by any of its officers, directors, employees or agents. The Protected Parties not party to this Agreement are hereby specifically made third party beneficiaries of this Section 6.1, with the power to enforce the provisions hereof. Upon termination of this Agreement for any reason, Physician and each of its Providers shall cease all use of any of the Confidential Information and, at the request of Tijhealth Private Limited, shall execute such documents as may be necessary to evidence Physician’s and Providers’ abandonment of any claim thereto.

• • • b. The obligations of Physician under this Section 6.1 shall not apply to information that: (i) is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by a breach of the of this Section 6.1 or a breach of the confidentiality terms of any other agreement between Physician and Tijhealth Private Limited or its affiliates; or (ii) was lawfully obtained by Physician on a non-confidential basis other than in the course of performance under this Agreement and from some entity other than Tijhealth Private Limited or its affiliates or from some person other than one employed or engaged by Tijhealth Private Limited or its affiliates, which entity or person has no obligation of confidentiality to Tijhealth Private Limited or its affiliates.

• • 6.2. Injunctive Relief. The parties recognize that, in the event Physician breaches the covenants contained in this Section 6, legal remedies will not suffice to make Tijhealth Private Limited whole. Tijhealth Private Limited will therefore be entitled to seek an injunction or other equitable relief preventing Physician from rendering professional services in breach of the covenants contained in this Section 6. The remedies provided above are not exclusive, but are in addition to all other remedies, whether in law or in equity, Tijhealth Private Limited may have against Physician for breach of the covenants contained in this Section 6..

7. Information and Records

• • 7.1. Ownership of and Access to Business Records. At all times during and after the Term, all business records, including but not limited to business agreements, books of account, general administrative records and all information generated or created by Tijhealth Private Limited in connection with this Agreement, and other business information of any kind or nature, except for patient medical records, shall be and remain the sole property of Tijhealth Private Limited; provided that, after the termination of this Agreement for any reason, Physician shall be entitled to reasonable access to such records and information, including the right to obtain copies thereof at his/her cost, for any purpose related to patient care, the defense of any claim relating to patient care, or any legal proceeding involving Physician and/or its Providers.

• • • a. Physician and Tijhealth Private Limited shall make available to authorized agents of the government this Agreement, any amendments to this Agreement, and any books, documents or records belonging to Physician or Tijhealth Private Limited or any related entity that may be necessary to verify the nature and extent of any payments made to Physician or to Tijhealth Private Limited under this Agreement. Any such access shall be in accordance with the written regulations established by the centre or state government to the extent required by law. In the event that Physician or Tijhealth Private Limited is requested to disclose any books, documents, or records for the purpose of an audit or investigation of Telehealth Services provided pursuant to this Agreement, Tijhealth Private Limited or Physician shall promptly notify the other of the nature and scope of the request and shall make all books, documents, or records so disclosed available to the other party upon written request.

• • • b. Each party shall be entitled, upon request and with reasonable advance notice, to obtain access to all records of the other party directly related to the performance of such party’s obligations pursuant to this Agreement; provided, however, that such right shall not allow for access to records that must necessarily be kept confidential as determined by Tijhealth Private Limited in its sole discretion. Either party, at its expense, shall have the right to make copies of any records to which it has access pursuant to this Section.

• • 7.2. Confidentiality of Records. Physician and Tijhealth Private Limited shall adopt procedures for maintaining the confidentiality of records relating to the operations of Physician and Tijhealth Private Limited, including but not limited to all statistical, financial and personnel data related to the operations of Physician or Tijhealth Private Limited, which information is not otherwise available to third parties publicly or by law, and shall comply with all applicable centre and state statutes and regulations relating to such records. Patient medical records and other privileged patient information shall not be disclosed or utilized by Tijhealth Private Limited or Physician or their agents or employees except as required or permitted by applicable laws and regulations.

• • 7.3. Patient Medical Records. All patient medical records pertaining to the Telehealth Services are and shall remain the property of Physician, subject to all applicable rules of professional ethics. Tijhealth Private Limited will obtain patient consents and patient authorizations necessary for Tijhealth Private Limited to receive patient health information at the time such patients register to become authorized users of Tijhealth Private Limited’s telemedicine services.

8. Relationship of the Parties

• • 8.1. Independent Contractor Status. In the performance of this Agreement, it is mutually understood and agreed that each party is at all times acting and performing as an independent contractor with respect to the other and that no relationship of partnership, joint venture or employment is created by this Agreement. Nothing in this Agreement shall create, or be construed to create, any relationship between Physician and Tijhealth Private Limited other than that of an independent contractor. Subject to Physician’s compliance with the performance standards set forth in this Agreement, Tijhealth Private Limited does not control, nor attempt to control, nor is qualified to control the independent medical judgment of Physician. Physician shall be solely responsible at all times for the method, manner and/or means of performing the Telehealth Services under this Agreement. Neither Party will act or communicate in a manner that would lead a reasonable person to believe that it was the agent, servant, or employee of the other.

• • 8.2. Other Activities. This Agreement permits Physician to, and contemplates that Physician will, conduct any and all other personal, business or professional activities that are not expressly limited or conditioned by this Agreement.

• • 8.3. Costs of Performance. Each party shall be responsible for the payment of all costs and expenses necessary for the performance of such party’s obligations under this Agreement. Neither party, nor any other person performing services on behalf of such party pursuant to this Agreement, shall have any right or claim against the other party for tax benefits, workers’ compensation benefits, disability benefits, unemployment insurance benefits, health benefits, vacation pay, sick leave or any other employee benefits of any kind. Physician shall be responsible for acquiring, installing, configuring and maintaining all hardware, software and communications systems necessary to access the Platform and perform the Telehealth Services.

• • 8.4. Payment of Taxes. As an independent contractor, Physician shall pay and be solely responsible for all local, state or central taxes Physician may be obligated to pay.

9. Limitation of Liability

Notwithstanding anything in this Agreement to the contrary, Tijhealth Private Limited’s aggregate liability to Physician under this Agreement, whether arising in tort, contract, or otherwise, shall be limited to the aggregate amount of fees actually received by Tijhealth Private Limited on Physician’s behalf under this Agreement during the six (6) month period preceding the event first giving rise to the claim(s) upon which such liability is asserted.

10. Insurance

• • 10.1. Professional Liability Insurance. During the term of this Agreement, Physician shall maintain professional and general liability insurance, providing Physician and its employees with indemnity coverage for any claim or liability arising directly or indirectly, in whole or in part, out of any act or omission of Physician or a Provider in the performance of the Telehealth Services, regardless of whether such claims or liabilities are first asserted after termination of this Agreement. Physician shall provide Tijhealth Private Limited with certificates evidencing the coverage required hereunder upon receipt of a written request from Tijhealth Private Limited by Physician.

• • 10.2. Coverage for Telemedicine. Physician shall ensure that all policies of insurance purchased or maintained or both pursuant to this Agreement shall provide coverage for claims or liabilities arising from the practice of telemedicine in each jurisdiction where he/she offers services. If any such policies contain exclusions for telemedicine, Physician shall be responsible, at Physician’s sole cost and expense, for purchasing an endorsement or rider removing such exclusions or otherwise procuring coverage satisfying the terms of this Agreement, including without limitation those in Section 10.1.

11. Indemnity

Subject to the provisions of Section 9, each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its members, managers, representatives, successors, and permitted assigns, and each of them (collectively, the “Indemnified Parties”), from and against any or all claims, demands, losses, costs, expenses, obligations, liabilities, judgments, taxes, damages, recoveries, penalties, interests, and deficiencies of every nature (including, without limitation, the investigation and/or defense thereof, and reasonable attorneys’, paralegals’, and other professionals’ fees and costs) arising out of or in connection with, the acts or omissions of the Indemnifying Party.

Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action or proceeding (each, an “Action”) by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

      12. Disclosure Obligations

• • 12.1. Notification of Suit. Physician shall notify Tijhealth Private Limited not later than five (5) business days after Physician learns of any threatened or pending malpractice action involving Physician or a Provider. The notification shall be in writing, shall include a description of the action and its basis, and shall include copies of all documents in Physician’s possession or under his/her control that relate to the action.

• • 12.2. Insolvency. Physician shall notify Tijhealth Private Limited if Physician files a petition for bankruptcy, or has filed against him/her an involuntary petition in bankruptcy, or applies for or consents to the appointment of a receiver, custodian, trustee or liquidator, or makes a general assignment for the benefit of creditors.

13. Disclaimers

• • 13.1. Disclaimer of Express Warranties. TIJHEALTH PRIVATE LIMITED DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE REMEDIED IN A TIMELY MANNER. THE PLATFORM, THE SITE, AND ANY CONTENT OR INFORMATION CONTAINED THEREIN ARE PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NONINFRINGEMENT.

• • 13.2. Disclaimer of Liability for Access/Connectivity Issues. Physician acknowledges that in connection with Physician’s performance of the Telehealth Services, electronic information and data will be sent over various facilities and communications lines, and information may be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, the “Carrier Lines”) owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond Tijhealth Private Limited’s control. Tijhealth Private Limited assumes no liability for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of or related in any way to any delay, failure, interruption, or interference with the transmission of data and/or information via the Carrier Lines.

14. License and Access

Subject to Physician’s compliance with the terms of this Agreement, during the Term, Tijhealth Private Limited grants to Physician a limited, non-exclusive, non-transferrable, non-sub-licensable license to access and use the Platform for purposes of performing the Telehealth Services contemplated by this Agreement and for no other purpose.

15. Miscellaneous

• • 15.1. Assignment. Except as otherwise provided herein, Physician may not and shall not assign any rights or delegate any duties under this Agreement without Tijhealth Private Limited’s prior written consent. Tijhealth Private Limited shall be permitted to assign this Agreement without Physician’s prior written consent.

• • 15.2. Binding Effect. Subject to the provisions hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and, where permitted, their respective successors and assigns.

• • 15.3. Governing Law. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the Indian statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority whether in effect as of the date of this Agreement or thereafter and in each case as amended.

• • 15.4. Modification. This Agreement shall not be modified or amended except by a writing signed by both parties.

• • 15.5. Agreement to Perform Necessary Acts. Each of the parties hereto agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

• • 15.6. Waiver. The failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement (or any part hereof) or the right of either party thereafter to enforce each and every provision of this Agreement.

• • 15.7. Headings. The headings contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.

• • 15.8. Construction. The terms and conditions of this Agreement shall be construed as a whole according to their fair meaning and not strictly for or against any party. The parties acknowledge that each of them has reviewed this Agreement and has had the opportunity of having their attorneys review this Agreement. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any of its exhibits or amendments.

• • 15.9. Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

• • 15.10. Severability. If any provision of this Agreement is held to be invalid or unenforceable by any judgment or decision of an administrative, arbitral or judicial tribunal, court or other body of a competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment or decision, and the Agreement shall be carried out as nearly as possible according to its other provisions and intent.