Virtual Hospitals Private Ltd.(First Party) has developed a software-based application and is providing a service named “DoctorOnline” which includes all software and hardware components to assist the DoctorOnline practitioners issue digital health services including keeping track of patients past DoctorOnline history enabling DoctorOnline practitioners to maintain a list of drugs and investigations/tests which are commonly used as well as create templates for prescriptions and share important documents/ Videos with patients.

“DOCTORONLINE” will further include a Mobile based application for the Patients, where they could receive the DoctorOnline prescription directly to their mobile devices other than the printed prescription which enables patients to maintain their DoctorOnline history and retrieve information with regard to the prescribed medicines and investigations.

The Second Party(You) desires to obtain the services of the First Party to streamline their functions as mentioned above through “DOCTORONLINE”.

NOW, THEREFORE, in consideration of the following premises and the mutual consents and undertakings herein, each Party agrees as follows:

1. Engagement: Subject to the terms and conditions of this Agreement, Party of the First Part who is the Service Provider hereby agrees to provide the party of the Second Part with the services and equipment listed in Schedule A attached hereto, as may be modified from time to time with mutual consent of the parties.
2. Non-Exclusivity: The Party of the First Part may enter into subsequent engagements with the Party of the Second Part or any other Party separate from this Agreement to provide the same or similar services as set forth in this Agreement; provided, however, that such subsequent engagements may not preclude or prevent the Party of the First Part from performing its duties under this Agreement.
3. Relationship of the Parties: The parties hereto are independent contractors and nothing in this Agreement creates a joint venture, partnership, or relationship of agency between the parties, and except as expressly authorized herein, neither party has any authority to act, make representations, or contract on behalf of the other party.
4. Equipment and Data: All components provided by the First Party mournfully described in the Schedule hereto will remain property of the First Party. Where only the right to use the said equipment will be extended to the Second Party.
   1. All Maintenance of the said Equipment which includes repair/service of hardware equipment, refill of ink cartridges, etc. will be carried out by the First Party.
   2. Property of the First Party including all software and hardware components should be only used for the purpose of using DOCTORONLINE.
   3. The data required to operate the services provided will be offered by the First Party subjected to a monthly allocation mournfully described to in the Schedule hereto.
   4. Excess usage charges must be settled by the Party of the Second Part within the month where excess usage occurred.
5. Fees and Payment: The Service Provider shall charge the Company on a per usage basis according to the rates outlined on the Schedule hereto. The usage will be determined by the number of prescriptions issued which will be calculated and accounted for and an invoice will be tendered to the party of the Second Part by the 15th Day of each month. Which invoiced amount shall be payable within fifteen (15) days of receipt of such invoice. Any query, or dispute relating to any error on the invoice shall be made to the service provider in writing by the Company within Seven (7) days of receipt. If no written query is received within the stipulated time it shall be deemed that the Company has accepted the accuracy of the invoice and the Company shall not subsequently dispute the amount in such invoice. In the event, there is a dispute relating to any invoice the Company shall settle and pay the undisputed amount to the Service Provider in terms of this Agreement pending the determination relating to the disputed amount.
6. Indemnification: The Company shall indemnify and hold harmless and defend the Service Provider, its affiliates, and any of their respective officers, partners, directors, employees, and agents, from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to the counsel of the Service Provider’s choice), judgments, fines, settlements and other amounts arising out of or relating to acts or omissions taken by the Service Provider in good faith while performing the Services for the Company. The Service Provider shall indemnify and hold harmless and defend the Company, its affiliates, and any of their respective officers, partners, directors, employees, and agents from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to the counsel of the Service Provider’s choice), judgments, fines, settlements and other amounts arising out or in violation of any instruction of the Company. Indemnities shall not be entitled to indemnification with respect to any claim, issue, or matter in respect of which it has committed fraud, willful breach of this Agreement, or willful or wanton misconduct.
7. Confidentiality: The party of the First Party agrees that all information relating to the DoctorOnline practice including patient information of the party of the Second Party shall at all times and for all purposes be confidential and held by the party of the First Part in confidence and solely for the benefit of the party of the Second Party even upon termination of this Agreement. The party of the First Party hereby covenants and warrants that it shall not disclose or furnish to any other person or entity the existence, terms, or conditions of this Agreement, or any information contained herein or obtained as a result hereof which is not specifically a matter of public record, without the prior written consent of the party of the Second Part. Neither Party shall, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way any other party to this Agreement, except to the extent specifically required by law, and then only after consultation with the other party. This provision shall survive the termination of this Agreement. All information including patient details will be saved on cloud servers and confidentiality of the said information will be secured by measures accepted in the industry of cloud servers with regard to protection of information.
8. Jurisdiction: This Agreement shall be construed and interpreted in accordance with and governed by the laws of Sri Lanka, and the courts at Colombo shall have exclusive jurisdiction over matters arising out of or relating to this Agreement.
9. Termination: This Agreement shall be terminated where any default by any Party in the performance or observance of its obligations under this Agreement is not remedied to the satisfaction of the Party giving such notice under registered post within thirty days from the date of such notice. Notwithstanding any other provision of this Agreement where a Dispute cannot be resolved amicably and the Dispute relates to a matter of material importance to this Agreement may be terminated at any time by any Party giving to the other one week’s written notice to terminate it subjected to subject to its right to recover all equipment provided and outstanding payments under this Agreement by the First Party.
10. Force Majeure: If the performance of this Agreement or any other obligation hereunder is prevented restricted delayed or interfered with by reason of fire, flood, typhoon or earthquakes, epidemics, governmental ordinance, war, civil disturbances or any other cause beyond their reasonable control the Parties hereto shall be excused from performance of this Agreement to the extent of such prevention, restriction, delay or interference provided however that the Parties hereto shall resume performance hereunder with the most utmost dispatch whenever such cause is removed.
11. Assignment: Either party shall not in any way assign or transfer their respective rights herein without the written consent of the other party.
12. Fairness and Good Faith: The Parties undertake to act in good faith with respect to each other’s rights under this Agreement and to adopt all reasonable measures to ensure the realization of the objectives of this Agreement. Parties shall do an act or abstain or cause to abstain or act in such a manner that it diminishes the IP rights and the value of the same in any manner.
13. Settlement of Disputes: The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof. Disputes if any, arising out of this Agreement and not settled despite all reasonable efforts taken by the Parties to settle amicably shall be referred to Arbitration in accordance with Arbitration Act No 11 of 1995, and any statutory modification of the provisions of the said Act, which may be in force.
14. Construction: This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both parties have contributed substantially and materially to the preparation of this agreement.
15. Miscellaneous.
    1. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced to the minimum extent necessary to remove any portion of any such invalid, illegal or unenforceable provisions necessary to make the balance of such provision valid legal and enforceable.
    2. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section.
    3. This Agreement contains the entire agreement of the parties relating to the terms and conditions of the Service Provider’s engagement and supersedes in its entirety any and all prior agreements, understandings, or representations relating to the subject matter hereof.
    4. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.
    5. Any notice pursuant to this Agreement shall be in writing signed by or by some person duly authorized and sent under registered cover to the addresses of the Parties provided in the beginning hereof or by email.