Healthcare Professional Agreement

Recitals

WHEREAS, The Company owns and operates the proprietary digital platform and mobile application known as “MedLynk”. The Platform functions as a technology-enabled intermediary that facilitates connections between verified Healthcare Providers and independent healthcare professionals by enabling the posting, discovery, matching, booking, scheduling, Engagement, and management of temporary, contractual, and on-demand healthcare assignments and other ancillary digital services designed to support and streamline the engagement of healthcare professionals through the Platform.

WHEREAS, the Healthcare Professional is a doctor, registered nurse, physiotherapist, physician assistant, or such other duly qualified healthcare professional, who possesses the requisite educational qualifications, statutory registrations, licenses, certifications, and professional competence required under Applicable Law and as prescribed by the Platform, has been registered and verified thereon, and desires to independently render professional healthcare services to Healthcare Providers through the Platform pursuant to independent contractual Engagements entered into from time to time.

AND WHEREAS, the Professional wishes to access and use the MedLynk Platform to identify, engage in, and provide healthcare services for assignments to Healthcare Providers through the MedLynk Platform, subject to the terms and conditions of this Agreement and the applicable policies, guidelines, and other documents published or made available on the MedLynk Platform and/or the Company’s website, as may be amended from time to time;

AND WHEREAS, the Parties consider it necessary and desirable to formally record and regulate their respective rights, obligations, responsibilities, representations, warranties, restrictions, liabilities, confidentiality obligations, data protection commitments, dispute resolution mechanisms, and all other matters arising out of or in connection with the Healthcare Professional’s access to and use of the Platform, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and undertakings contained herein, the Parties hereby agree as follows:

1. Definitions and Interpretations

1.1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below:

• “Agreement” means this Healthcare Professional Agreement, together with all schedules, annexures, policies, amendments, and documents expressly incorporated by reference.
• “Applicable Law” means all statutes, enactments, rules, regulations, notifications, guidelines, judicial decisions, governmental orders, licences, approvals, and other legal requirements in force in India that are applicable to the Parties or the subject matter of this Agreement.
• “Authorised Representative” means an individual duly authorised by the Provider to execute this Agreement and legally bind the Provider.
• “Beneficial Owner” means the natural person(s) who ultimately owns or controls the entity or on whose behalf a transaction is conducted, and includes a person exercising ultimate effective control over a juridical person, in accordance with applicable law.
• “Booking” means the acceptance of a Shift by a Healthcare Professional through the Platform, resulting in a confirmed engagement between the Provider and the Healthcare Professional.
• “Business Day” means any day other than a Saturday, Sunday, or a public holiday on which banks are generally open for business in Chennai, Tamil Nadu.
• “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, whether in written, electronic, oral, or any other form, including commercial, financial, technical, operational, customer, business, pricing, software, security, and proprietary information, but excluding information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving Party before disclosure; (iii) is independently developed without reference to the disclosing Party’s Confidential Information; or (iv) is required to be disclosed under Applicable Law or by a competent authority.
• “Conversion” means and shall include any direct or indirect engagement of the Healthcare Professional by the Provider or any of its affiliates, subsidiaries, group entities, associated entities, contractors, or representatives, whether effected directly or through any intermediary, where the effect of such arrangement is to engage the Healthcare Professional outside the MedLynk Platform.
• “Credentials” means the qualifications, registrations, licences, certifications, identity documents, declarations, and other records or information required by the Company or under Applicable Law to verify the identity, eligibility, qualifications, legal capacity, and authority of a Provider or Healthcare Professional in connection with the MedLynk Platform.
• “Data”, “Data Principal”, “Personal Data”, and “Digital Personal Data” shall have the meanings assigned to them under the Digital Personal Data Protection Act, 2023, and the rules made thereunder, as amended from time to time.
• “Empanelled” means a Registered Healthcare Professional who has successfully completed the required standards and onboarding process and has been approved by the Company to receive, accept, and undertake engagements through the MedLynk Platform, subject to this Agreement and the Company’s applicable Terms and Policies.
• “Engagement” means any booking, acceptance, confirmation, shift assignment, completed shift, cancellation, communication, or other interaction between a Healthcare Provider and a Professional through or in connection with the Platform.
• “Gross Negligence” means any act or omission amounting to a reckless and conscious disregard of a known and substantial risk, constituting a manifest and material departure from the standard of care that a reasonably prudent person or entity would exercise in similar circumstances.
• “Healthcare Provider” means any hospital, clinic, nursing home, diagnostic centre, medical institution, healthcare establishment, or other facility engaged in the provision of healthcare services, which is registered or onboarded on the Platform.
• “Independent Contract” means the contract formed directly between the Healthcare Professional and the Healthcare Provider upon confirmation of an Engagement through the Platform for the provision of Professional Services, to which MedLynk is not a party.
• “Payment Period” means each instance in which payment is required to be made by the Provider in respect of a Booking, Shift, invoice, reimbursement, Platform Fee, or any other amount payable under this Agreement.
• “Platform” means the digital platform owned and operated by Lynkcare Health Tech Private Limited, including its website, mobile applications, software, interfaces, APIs, and related technology infrastructure through which the Services are made available.
• “Platform Fee” means the fee payable by the Healthcare Provider to MedLynk as consideration for providing access to and use of the Platform and services in connection with facilitating Engagements between Healthcare Providers and Healthcare Professionals. The Platform Fee is separate and independent from the Professional Fee payable to the Healthcare Professional and shall be subject to applicable taxes, unless expressly stated otherwise.
• “Privacy Policy” means MedLynk’s privacy policy, as amended from time to time, governing the collection, use, storage, processing, and disclosure of personal information.
• “Professional Fee” means the consideration payable by the Healthcare Provider to the relevant Healthcare Professional for the healthcare services rendered pursuant to an Engagement under this Agreement, as reflected in the invoice generated in respect of such services, excluding the Platform Service Fee, Goods and Services Tax applicable thereto, and any other applicable statutory taxes, deductions or withholdings required under Applicable Law.
• “Services” means the technology-enabled services provided by MedLynk, including facilitating the discovery, booking, scheduling, communication, support, and administrative management of Engagements between Providers and Healthcare Professionals.
• “Settlement Administrator” means MedLynk acting solely as the technology platform in its capacity for the administrative management of the settlement workflow in respect of transactions initiated through the Platform. In such capacity, the Company is authorised to generate, authenticate, communicate and administer settlement instructions to the designated Escrow Bank in accordance with this Agreement and the applicable Platform Terms. The Settlement Administrator shall not receive, hold, own, control or acquire any beneficial interest in the Professional Fees or other transaction funds, all of which shall be received, held and disbursed exclusively by the Escrow Bank in accordance with the applicable escrow arrangement.
• “Shift” means a temporary, scheduled, or on-demand assignment posted by a Provider on the Platform for Engagement of a Healthcare Professional.
• “Terms & Conditions” means the general terms and conditions governing use of the MedLynk Platform, as amended from time to time.

1.2. Interpretation

Unless the context otherwise requires, in this Agreement:

• Headings; Structure: Headings are for convenience only and shall not affect interpretation. Clause, sub-clause, paragraph and schedule references (if any) are to those of this Agreement unless otherwise stated.
• Inclusive Language: Words importing one gender include all genders; words importing the singular include the plural and vice versa; references to persons include individuals, bodies corporate, partnerships, trusts, unincorporated associations and governmental entities.
• “Including” / “Or”: “Including”, “inter alia”, “for example” and similar expressions shall be construed as “including, without limitation”. The word “or” is not exclusive unless expressly stated.
• Document References: References to any agreement, deed, instrument or document include a reference to that agreement, deed, instrument or document as amended, supplemented, novated, extended or restated from time to time in accordance with its terms.
• Time Computation: Where a period of time is expressed from a given day or act, it shall be computed exclusive of such day or the day of such act. If any deadline falls on a day that is not a Business Day, that deadline shall be extended to the next Business Day.
• Cumulative Rights: The rights and remedies provided in this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law or in equity, except as expressly limited herein.
• No Implied Duties: No term, covenant or obligation shall be implied into this Agreement by custom, usage, prior course of dealing or otherwise; the Parties agree that the interpretation of each clause shall be restricted to the express wording herein.
• Contra Proferentem Waived: No rule of interpretation that ambiguities be construed against the drafter shall apply to this Agreement.
• Successors; Assigns: References to a Party include its permitted successors and permitted assigns.

2. Purpose and Scope

2.1. This Agreement sets out the legally binding rights, obligations, responsibilities and commercial arrangements governing the Healthcare Professional’s registration, empanelment, continued access to and participation on the Platform and shall regulate the contractual relationship between the Parties throughout the Term of this Agreement.

2.2. The Parties acknowledge and agree that the primary object of this Agreement is to establish a structured contractual framework governing the Professional’s access to and use of the Platform for the purpose of identifying, booking, engaging, and utilising services of independent Healthcare Professionals, in accordance with this Agreement, the Company’s applicable Terms and Policies, and all Applicable Laws.

2.3. This Agreement further prescribes the standards of conduct, compliance obligations, commercial arrangements, allocation of responsibilities, risk allocation mechanisms, and governance framework governing the Professional’s access to and use of the Platform. The Professional shall at all times comply with this Agreement, the Company’s applicable Terms, Policies, and guidelines published on the Platform or the Company’s website, and all Applicable Laws. This Agreement shall remain binding upon the Parties for the duration of the Professional’s access to and use of the Platform.

2.4. The Professional acknowledges that access to and use of the Platform is granted solely in accordance with this Agreement and does not create any vested, perpetual, or irrevocable right to continue accessing or using the Platform. Such access shall remain subject to the Professional’s continued compliance with this Agreement, the Company’s applicable Terms, Policies, operational requirements, and all Applicable Laws.

2.5. The Parties acknowledge and agree that the Healthcare Professional is the sole beneficial owner of the fees payable for the healthcare services rendered by such Healthcare Professional. The Platform acts solely as a technology platform and settlement administrator to the collection and settlement of such fees and does not acquire any legal or beneficial interest in the fees payable to the Healthcare Professional.

2.6. This Agreement governs the Professional’s access to and use of the Platform and shall be read together with:

• (a) The Platform Terms & Conditions;
• (b) The Privacy Policy;
• (c) The Refund and Cancellation Policy;
• (d) Payment & Settlement Policy;
• (e) Grievance Redressal Policy;
• (f) any operational policies, schedules or guidelines issued by the Platform from time to time.

In the event of inconsistency, the provisions of this Agreement shall prevail to the extent they specifically regulate the Professional’s relationship with the Platform.

2.7. Unless otherwise expressly agreed in writing by the Platform, this Agreement shall apply to every Engagement accepted by the Healthcare Professional through the Platform and shall continue to remain in force notwithstanding the completion of any individual Shift.

3. Rights of the Company

3.1. The Platform is a proprietary digital technology platform owned and operated by Lynkcare Health Tech Private Limited and functions solely as a technology intermediary facilitating independent professional Engagements between Healthcare Providers and Healthcare Professionals. The Company neither owns nor operates any hospital, clinic, nursing home or other healthcare establishment and shall not itself provide or undertake the staffing, recruitment, or supply of Healthcare Professionals or medical manpower, its role being limited to facilitating Engagements through the Platform.

3.2. Subject to the Terms of this Agreement and the continued compliance of the Healthcare Professional, the Company shall have the exclusive rights to:

• a. Establish, maintain and administer the technological infrastructure constituting the Platform;
• b. Facilitate registration, empanelment and verification of Healthcare Professionals through procedures determined by the Platform from time to time;
• c. Facilitate the publication, discovery, acceptance and administration of shift requirements posted by registered Healthcare Providers;
• d. Provide secure communication channels through the Platform for operational coordination relating to Engagement;
• e. Maintain reasonable administrative support for issues relating to Platform functionality, user accounts, and operational disputes;
• f. Decide and implement commercially reasonable administrative, organisational and technological safeguards intended to preserve the security, integrity and reliability of the Platform;
• g. Periodically review, improve, upgrade or modify the Platform in order to enhance operational efficiency, regulatory compliance, user experience, fraud prevention and technological advancement.

3.3. The Company reserves the right, to act reasonably and in furtherance of its legitimate business interests, to introduce, modify, suspend or discontinue any feature, functionality, operational workflow, verification requirement, matching criteria, pricing mechanism or technological process forming part of the Platform.

3.4. Where any such modification materially affects the Healthcare Professional’s use of the Platform, the Company shall endeavour to provide prior notice through the Platform or such other communication channel as it considers appropriate.

3.5. Nothing contained in this Agreement shall restrict the Company from registering and empanelment of additional Healthcare Providers or Healthcare Professionals, introducing new categories of healthcare services, expanding its business operations or modifying its commercial model, provided such actions remain consistent with Applicable Law.

4. Statutory Qualifications and Eligibility of the Healthcare Professional

4.1. Eligibility for Platform Access

4.1.1. The Healthcare Professional represents, warrants and undertakes that he/she satisfies, and shall continue to satisfy throughout the subsistence of this Agreement, all eligibility criteria prescribed by the Platform for registration, empanelment and participation on the Platform.

4.1.2. The eligibility criteria prescribed on the Platform may be amended, modified, supplemented, or revised from time to time, as may be required under Applicable Law or as determined by the Platform in its reasonable discretion. The Healthcare Professional shall comply with such revised eligibility criteria as a condition of continued access to and use of the Platform.

4.2. Statutory Qualifications and Regulatory Compliance

4.2.1. The Healthcare Professional represents, warrants and covenants that he/she possesses and shall continuously maintain every qualification, license, registration and statutory authorisation required under the relevant law applicable for the lawful practice of his/her profession.

4.2.2. The Healthcare Professional acknowledges that where Applicable Law prescribes continuing registration, renewal, professional education, licence validation or periodic compliance requirements, the sole responsibility for satisfying such requirements shall rest with the Healthcare Professional.

4.3. Authenticity of Credentials and Continuing Disclosure

4.3.1. The Healthcare Professional represents and warrants that every licence, registration certificate, educational qualification, experience certificate, professional credential, identity document and other information submitted to the Platform is genuine, authentic, valid, renewed and updated as per the prescribed statutory guidelines in force.

4.3.2. The Healthcare Professional further undertakes that:

• a. All information, declarations, credentials, licences, registrations, qualifications, certifications and documents furnished to the Platform shall be true, complete, accurate, valid and not misleading in any respect;
• b. All statutory registrations, licences, professional qualifications and authorisations required for the lawful practice of the Healthcare Professional’s profession shall remain valid, effective and in force throughout the Term of this Agreement, and any suspension, expiry, revocation, cancellation or other material change thereto shall be promptly notified to the Platform;
• c. The Healthcare Professional shall promptly furnish such additional information, documents or declarations as may be reasonably required by the Platform for the purposes of registration, empanelment, periodic verification, regulatory compliance or continued access to the Platform;
• d. Any false, inaccurate, incomplete or misleading information, or failure to maintain the qualifications or registrations required under this Agreement, Applicable Law or by the concerned competent authority, shall constitute a material breach of this Agreement and shall entitle the Platform to reject, suspend, revoke or terminate the Healthcare Professional’s empanelment or access to the Platform, without prejudice to any other rights or remedies available under this Agreement or Applicable Law.

5. Verification and Empanelment

5.1. The Healthcare Professional acknowledges that registration on the Platform shall not, by itself, confer any right to access the operational features thereof or to undertake Engagements through the Platform. Access to the services shall remain conditional upon the Healthcare Professional completing the registration, empanelment and verification process in the manner prescribed by the Platform.

5.2. The Healthcare Professional acknowledges that the Platform may modify its empanelment requirements from time to time in order to comply with Applicable Law, industry standards, technological advancements, internal risk management practices or operational requirements, and undertakes to comply with such revised requirements as may be communicated through the Platform.

5.3. The Platform may engage independent third-party verification service providers to verify the Healthcare Professional’s identity, qualifications, statutory registrations and other documents as part of its verification process and shall be entitled to rely upon the verification results received from such third parties. The Platform shall not be liable for any inaccuracy, delay, omission or verification failure arising from any third-party verification service or external database, provided that the Platform has acted in good faith and with reasonable diligence. The final decision regarding empanelment or continued access to the Platform shall, however, remain solely within the Platform’s discretion. The Platform shall not, by undertaking due diligence in respect of the Healthcare Professional, incur any responsibility for the Healthcare Professional’s qualifications, competence, fitness to practise, conduct, or continued compliance with Applicable Law.

5.4. Any such verification status is provided solely for informational purposes and shall not constitute a representation, warranty or guarantee by the Platform regarding the Healthcare Professional’s competence, quality of services or fitness to practise.

5.5. The Healthcare Professional shall promptly cooperate with all verification requirements and furnish such documents or information as may reasonably be requested by the Platform. Pending completion of any verification or clarification, the Platform may temporarily restrict or suspend the Healthcare Professional’s access to the Platform without incurring any liability under this Agreement.

6. Platform User’s Account, Access and Digital Identity

6.1. Subject to successful completion of the empanelment and verification requirements prescribed by the Platform, the Healthcare Professional shall be granted a limited, revocable, non-exclusive and non-transferable right to access and use the Platform solely for the purposes contemplated under this Agreement.

6.2. Nothing contained herein shall be construed as creating any vested or continuing right in favour of the Healthcare Professional to access or use the Platform, and such access shall remain subject to continued compliance with this Agreement, the Platform Terms and Conditions and Applicable Law.

6.3. The Platform user’s account shall constitute the Healthcare Professional’s unique digital identity for all activities undertaken through the Platform. The Healthcare Professional shall be solely responsible for maintaining the confidentiality and security of the account credentials, ensuring the accuracy of the information associated with the account and promptly notifying the Platform of any unauthorised access, security breach or misuse. The Platform user’s account shall not be assigned, transferred, shared or otherwise made available to any third party under any circumstances.

6.4. The Platform shall administer and manage access to it and may, where reasonably necessary, verify information, require updated documentation, review account activity or impose reasonable restrictions in order to ensure regulatory compliance, maintain the integrity and security of the Platform, safeguard patient interests or enforce the provisions of this Agreement.

6.5. Nothing contained herein shall obligate the Platform to provide uninterrupted or unrestricted access to the Platform where suspension, restriction or modification of access is reasonably necessary for operational, legal, security or regulatory purposes.

6.6. Any unauthorised use of the Platform, including account sharing, impersonation, unauthorised access, circumvention of Platform controls or use of the Platform in a manner inconsistent with this Agreement, shall constitute a material breach of this Agreement.

6.7. Without prejudice to any other rights or remedies available under this Agreement or Applicable Law, the Platform shall be entitled to suspend, restrict or terminate the Healthcare Professional’s access where it reasonably determines that such action is necessary to protect the Platform, Healthcare Providers, patients or other users.

7. Engagement and Shift Acceptance

7.1. The Platform shall facilitate opportunities for Engagements between Healthcare Providers and eligible Healthcare Professionals based on the information made available by the respective parties.

7.2. The Healthcare Professional shall accept only those Engagements which the Healthcare Professional is legally qualified and professionally competent to perform. Acceptance of a confirmed Engagement shall constitute a binding commitment by the Healthcare Professional to perform such Engagement in accordance with this Agreement and the Platform’s Terms and Conditions.

7.3. The Healthcare Professional shall exercise independent professional judgment in determining an Engagement made available through the Platform, having regard to availability and ability to fulfil the relevant Engagement.

7.4. Repeated refusals of suitable Engagements, cancellations, non-attendance, or any conduct adversely impacting the efficient operation or integrity of the Platform may be considered by the Platform while evaluating the Healthcare Professional’s reliability, continued empanelment and compliance with the Platform Terms and Conditions.

7.5. The Platform shall not be responsible for the performance of Clinical Services, the conduct of any Healthcare Provider, or the fulfilment of obligations arising between the Healthcare Provider and the Healthcare Professional pursuant to a confirmed Engagement.

7.6. Where an Engagement is withdrawn, declined, expires, remains unconfirmed, or otherwise fails to materialize for any reason whatsoever, including the Healthcare Provider’s decision, the Healthcare Professional’s non-acceptance, failure to satisfy the applicable booking requirements, or any operational or technical circumstance affecting the Platform, neither Party shall have any claim against the other arising solely by reason of such non-confirmation.

8. Discharge of Professional Engagements

8.1. Upon confirmation of an Engagement through the Platform, the Healthcare Professional shall be obligated to personally attend and perform the relevant shift in accordance with the confirmed booking details and accepted standards of professional practice. The Healthcare Professional shall exercise due skill, care, diligence and professional judgment while rendering Clinical Services and shall discharge all professional responsibilities independently and in accordance with the ethical standards governing his/her profession.

8.2. The Healthcare Professional shall report to the designated Healthcare Provider at the specified location and time for the confirmed shift. Failure to report within the prescribed reporting time, or any unreasonable delay without prior intimation, may be treated as a no-show or delayed attendance and shall be dealt with in accordance with the reliability framework prescribed on the Platform.

8.3. The Healthcare Professional shall perform only those duties that fall within his/her recognised qualifications, professional competence, statutory registration and lawful scope of practice. The Company shall not be responsible for any act undertaken by the Healthcare Professional outside his/her legally permitted professional capacity.

8.4. Unless otherwise specified on the Platform, every shift shall have a minimum duration of four (4) hours. Where a shift is curtailed or terminated by the Healthcare Provider before completion of the minimum Shift duration, the commercial consequences shall be governed by the applicable payment policy.

8.5. Where the Healthcare Professional leaves the shift before its scheduled completion without prior approval of the Healthcare Provider or without reasonable justification, such conduct may constitute a reliability event that affects the reliability score and may attract appropriate action under this Agreement and the Platform Terms.

9. Commercial Consideration

9.1. The Parties acknowledge and agree that the Professional Fee payable to the Healthcare Professional shall be borne solely by the Healthcare Provider. The applicable Professional Fee for each Engagement shall be displayed on the Platform to ensure transparency, consistency and fair pricing for Engagements facilitated through it, and shall be payable by the Healthcare Provider, subject to applicable deductions required by law.

9.2. Upon successful Empanelment, the Platform may, based on the Healthcare Professional’s verified qualifications, skills, experience and expertise, display the corresponding Professional Fee applicable to Engagements facilitated through the Platform, following which the Platform may obtain the Healthcare Professional’s consent to undertake Engagements at such Professional Fee.

9.3. Within the expiry of twenty-four (24) hours from completion of the Shift, the Healthcare Professional shall accurately submit the required timesheet, work records or such other completion details as may be prescribed through the Platform. The Healthcare Professional acknowledges that release of the Professional Fee shall remain subject to verification and approval by the Healthcare Provider. Upon receipt of the requisite approval and payment instructions within the prescribed Business Hours on a Business Day, the transaction shall be processed on the same Business Day; where such approval or instructions are received after Business Hours, the transaction shall be processed on the next Business Day.

9.4. The Platform’s role shall be limited to enabling the digital workflow relating to submission, verification and payment settlement administration through the Platform and shall not extend to certifying the accuracy of the work performed or assuming responsibility for payment obligations towards the Healthcare Professionals.

9.5. The Platform shall not be liable for any delay, withholding, deduction, non-payment or short payment by the Healthcare Provider or the Escrow Bank, except to the extent such delay arises solely from the Platform’s failure to perform its contractual obligations under this Agreement in relation to the operation of the Platform.

9.6. Nothing contained in this Agreement shall be construed as creating any guarantee, assurance or independent payment obligation upon the Platform in respect of amounts payable to the Healthcare Professional.

9.7. The Parties acknowledge and agree that the Platform shall not receive, retain or deduct any portion of the Professional Fee payable to the Healthcare Professional, and the Healthcare Professional shall be entitled to receive the entire Professional Fee for the Engagement, subject to relevant withholding tax and indirect tax as applicable, as deducted by the Provider. Any Platform Fee charged in connection with the use of the Platform shall constitute the sole consideration payable to the Platform for the services provided by it and shall be separate from, and shall not form part of, the Professional Fee payable to the Healthcare Professional.

9.8. The Parties acknowledge and agree that, in exceptional circumstance where any amount is remitted to the Platform in connection with a booking or confirmation of healthcare services, such amount shall constitute an on-account payment towards the Professional Fees payable to the relevant Healthcare Professional and the applicable Platform Service Fee, as the case may be. The Platform in its capacity as the Settlement Administrator shall have no right, title, claim or beneficial interest in the Professional Fees and shall promptly arrange for the settlement of such amounts in accordance with the designated settlement mechanism.

9.9. The Provider shall be solely responsible for compliance with applicable tax deduction at source (TDS) obligations in respect of payments made to Healthcare Professionals under this Agreement. The Provider shall compute, deduct, deposit, and report TDS on Professional Fees in accordance with applicable income-tax laws, including the Income-tax Act, 1961 and/or the Income-tax Act, 2025, as applicable and as amended from time to time, and shall issue all requisite statutory certificates and maintain supporting records in compliance with law. The Healthcare Professional shall be solely responsible for claiming any TDS credit, filing applicable tax returns and complying with all tax obligations relating to the Professional Fees received. The Platform shall have no role, responsibility or liability in relation to the deduction, deposit, reporting, remittance, reconciliation or claim of TDS, which shall remain the sole responsibility of the Healthcare Provider and the Healthcare Professional, as applicable, under Applicable Law.

9.10. The Parties acknowledge and agree that, as on the Effective Date, Goods and Services Tax (GST) is not applicable to the Professional Fee payable to the Healthcare Professional under the prevailing Applicable Law. In the event that GST becomes applicable to the Professional Fee pursuant to any amendment to Applicable Law or any notification, circular, clarification, judicial pronouncement or direction issued by the concerned competent authority, the same shall be levied, collected, remitted and borne by the relevant Party in accordance with the Applicable Law prevailing at the relevant time.

9.11. The Healthcare Professional shall not use any data, information, contact details or Engagement details obtained through the Platform to directly or indirectly facilitate any Engagement outside the Platform and also shall not demand, receive or agree to receive any consideration from the Healthcare Provider other than the Professional Fee payable through the Platform in accordance with this Agreement, nor charge any amount in excess of or outside the invoiced amount.

10. Cancellation Policy

10.1. The Parties agree that the cancellation of any confirmed Engagement shall be governed by the cancellation policy prescribed under the Platform Terms and Conditions, as amended by the Platform from time to time. The Healthcare Professional shall comply with the applicable cancellation timelines, procedures and consequences specified therein.

10.2. Failure to comply with the cancellation obligations prescribed under this Agreement or the Platform Terms and Conditions may constitute a material breach of this Agreement and shall entitle the Platform, without prejudice to its other contractual or legal remedies, to issue warnings, impose Platform restrictions, suspend or deactivate the Healthcare Professional’s account or take such other action as may be reasonably necessary for the administration and integrity of the Platform.

10.3. Any grievance, complaint, dispute or claim arising out of or in connection with a cancellation shall be governed by, and resolved in accordance with, the applicable Cancellation Policy and any other relevant terms and conditions of the Platform.

11. Professional Conduct, Regulatory Compliance and Workplace Standards

11.1. During the Term of this Agreement and throughout every Engagement accepted through the Platform, the Professional shall maintain the highest standards of professional integrity, ethical conduct and clinical competence.

11.2. It shall be the sole responsibility of the Professional to exercise independent professional judgment, due skill, care and diligence while performing Healthcare services. Any instruction or circumstance that may compromise patient safety, professional ethics or Applicable Law shall be, where appropriate, notified to the Platform through the Platform.

11.3. In the course of an Engagement, the Professional may obtain access to confidential information relating to patients and Healthcare Providers, through the Platform. Such information shall be treated as strictly confidential and shall not be copied, retained, disclosed, recorded, reproduced, published or used for any purpose other than the lawful performance of the Engagement, except where disclosure is expressly authorised, required for patient care or mandated under Applicable Law.

11.4. The Healthcare Professional acknowledges and agrees that he/she shall be solely and personally responsible and liable for all professional services rendered by him/her, including any consultation, diagnosis, treatment, prescription, clinical decision, advice, act, omission, negligence, misconduct or breach of applicable professional standards or law. The Platform shall have no responsibility or liability whatsoever in respect of the foregoing.

11.5. Without prejudice to the generality of the foregoing, the Healthcare Professional shall not directly or indirectly solicit, induce, encourage or attempt to procure any patient, Healthcare Provider or other user introduced through the Platform to engage with the Healthcare Professional outside the Platform or otherwise circumvent the Platform’s role in facilitating such Engagements. The Healthcare Professional shall also refrain from engaging in any unlawful, unethical or unprofessional conduct that may compromise patient safety, the interests of the Healthcare Provider, or the integrity and reputation of the Platform. Any breach of this Clause shall constitute a material breach of this Agreement.

11.6. Where the Company may reasonably consider that the Healthcare Professional has breached this Agreement or that immediate action is necessary to protect patient safety, the integrity of the Platform or the interests of its users, the Company may, without prejudice to any other rights or remedies available under this Agreement or Applicable Law, issue warnings, impose restrictions, temporarily suspend or deactivate the Healthcare Professional’s account, withhold access to the Platform pending investigation, report the matter to the appropriate regulatory or statutory authority where required, or terminate this Agreement. Any such action shall be proportionate to the nature and severity of the breach and shall not constitute a breach of this Agreement by the Company.

11.7. For the avoidance of doubt, the Platform shall have no obligation to investigate, mediate or provide redressal in respect of any dispute, claim or liability arising out of or relating to the independent professional relationship or Engagement between the Healthcare Professional and the Healthcare Provider, except to the extent such matter concerns the Platform’s rights, obligations or operations under this Agreement.

12. Prevention of Sexual Harassment

12.1. The Professional shall at all times comply with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and any rules, amendments, and internal policies applicable at the Healthcare Provider’s premises, as well as any anti-harassment policy notified by the Platform or the Healthcare Provider.

12.2. Where any Healthcare Professional or Provider, engaged through the Platform commits or is alleged to have committed an act constituting sexual harassment under Applicable Law, the Company shall not be liable for such act or omission, and the responsibility for addressing such matter shall rest with the Healthcare Professional and the Provider, as applicable, in accordance with Applicable Law.

13. Data Privacy and Data Protection

13.1. The Parties acknowledge that, for the purposes of Applicable Law, including the Digital Personal Data Protection Act, 2023, the Platform shall act in respect of Personal Data processed through the Platform for the purposes of operating, administering and improving the Platform. The Healthcare Professional shall process Personal Data and patient information solely to the extent necessary for the lawful performance of Clinical Services and shall promptly notify the Platform of any actual or suspected Personal Data breach relating to the Platform or such data.

13.2. For the purpose of operating the Platform and performing its obligations under this Agreement, the Company shall be entitled to collect, store, process, access, use and retain the Professional’s personal information, identity documents, professional registrations, qualifications, shift records, communications, ratings, reviews and such other information as may be reasonably required for Platform operations. Such processing may be undertaken for purposes including empanelment, shift allocation, Platform administration, regulatory compliance, fraud prevention, dispute resolution, customer support, safety monitoring, analytics, service enhancement and such other legitimate business purposes as are consistent with Applicable Law.

13.3. The Company shall disclose or make available to Healthcare Professionals, Healthcare Providers, or any third party only such information as is reasonably necessary for the performance of the Services, compliance with applicable law, or the fulfilment of the purposes contemplated under this Agreement. The Company shall not disclose any additional information beyond such purposes except where required by applicable law or with the prior written consent of the relevant Party, following prior communication of the nature, purpose, and extent of the proposed disclosure.

13.4. The Parties acknowledge that the collection, processing, storage and use of personal information shall be governed by the Platform’s Privacy Policy, as amended from time to time, which shall form an integral part of this Agreement.

13.5. The Professional shall not directly or indirectly copy, download, extract, retain, distribute, publish, commercialise, exploit, transfer or otherwise misuse any Confidential Information, Healthcare Provider information, Platform data or proprietary material accessed through the Platform, except where expressly authorised under this Agreement or required by Applicable Law.

13.6. The Company shall not be liable for interruptions, individual/mass cyber incidents, third-party infrastructure failures, force majeure events or other circumstances beyond its reasonable control, provided that the Platform has acted with reasonable care and in accordance with applicable law.

13.7. Notwithstanding anything contained in this Agreement, the Company shall not be required to obtain the prior written consent of the Provider or the Healthcare Professional where the disclosure of information is required or permitted under applicable law.

13.8. The Company may disclose such information pursuant to any order, direction, or request issued by a court, tribunal, governmental authority, regulatory authority, or any law enforcement agency having appropriate jurisdiction, or where such disclosure is reasonably necessary for the establishment, exercise, or defence of its legal rights or claims, the enforcement of this Agreement, or the conduct of any judicial, arbitral, regulatory, or other dispute resolution proceedings.

13.9. All Platform Data, Platform content, databases, records, analytics, reports, and other information generated, compiled, maintained or made available by or through the Platform shall remain the exclusive property of the Platform or its licensors, as applicable. Nothing contained in this Agreement shall confer upon the Healthcare Professional any right, title or interest in or to such information, except the limited right to access and use the same strictly in accordance with this Agreement.

14. Intellectual Property

14.1. All Intellectual Property rights in and relating to the Platform, including its software, technology, trademarks, trade names, logos, content, databases, algorithms, designs and other proprietary materials, shall remain the exclusive property of the Platform or its licensors. The Healthcare Professional is granted a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform solely for the purposes contemplated under this Agreement. Nothing contained in this Agreement shall be construed as transferring any ownership or intellectual property rights in the Platform or any part thereof to the Healthcare Professional. The Healthcare Professional shall not copy, modify, reverse engineer, distribute, reproduce, exploit or otherwise misuse the Platform or any part thereof, or use the Platform’s name, logo, trademarks or other intellectual property to solicit, engage or facilitate Healthcare Professionals or Healthcare Providers, or otherwise represent any association with the Platform, except as expressly permitted under this Agreement.

15. Indemnity

15.1. Without prejudice to any other right available to the Parties under Applicable Law or under contract or in equity, either Party shall compensate, indemnify, defend and hold harmless the other Party, its affiliates, directors, representatives, agents, officers and employees (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, costs, charges, interests, penalties and other costs or expenses (including, without limitation, reasonable legal fees and expenses) (collectively referred to as “Losses”) incurred or suffered by or imposed upon or asserted or alleged against the Indemnified Parties (“Indemnity Claim”), which is based upon or arises out of or in relation to or otherwise in connection with:

• (a) Any action or omission leading to the loss of goodwill and reputation of either party;
• (b) Any inaccuracy in or any breach of any of the representations and warranties made by either party, or any letter, notice, certificate, document or other papers delivered to the other Party in connection with or pursuant to this Agreement by such Party;
• (c) Any breach of any of the covenants, undertakings, obligations and/or agreements by such Party;
• (d) Fraud, gross negligence or wilful misconduct committed by such Party.

15.2. The indemnity provided under this Clause shall, so far as monetary compensation is capable of doing so, place the Indemnified Parties in the same position as they would have been had the event giving rise to the Losses not occurred.

15.3. The Indemnifying Party shall satisfy any amounts payable under this Clause within seven (7) days of receipt of a written demand together with reasonable particulars of the Losses claimed, without prejudice to its right to dispute any claim made in bad faith or containing a manifest error.

16. Limited Liability

16.1. The aggregate liability of the Platform to any User for any claim arising out of or in connection with the use of the Platform shall not exceed the Platform Service Fees actually paid by such User during the three (3) months immediately preceding the date on which the claim arose.

16.2. Without limiting the foregoing, the Platform shall not be liable for:

• a. any clinical outcome, treatment decision, patient injury, complication, or adverse event occurring at a Healthcare Provider’s premises;
• b. any act or omission of a Healthcare Provider, its staff, patients, contractors, or agents;
• c. any loss of earnings, loss of business, loss of opportunity, or reputational loss caused by platform downtime, booking issues, cancellation, suspension, or deactivation;
• d. any indirect, incidental, consequential, special, exemplary, or punitive damages;
• e. any loss arising from inaccurate, incomplete, or misleading information submitted by a Healthcare Professional or Healthcare Provider.

17. Insurance Clause

17.1. The Healthcare Professional shall, at his/her own cost, obtain and maintain insurance coverage, where required under Applicable Law or applicable professional regulations, or where otherwise appropriate having regard to the nature of the Clinical Services performed through the Platform.

17.2. The Platform does not provide, procure or maintain any insurance coverage on behalf of the Healthcare Professional, and nothing contained in this Agreement shall be construed as requiring the Platform to insure the Healthcare Professional against any professional, clinical, statutory or third-party liability arising from the performance of any Engagement.

17.3. Where reasonably required for empanelment, regulatory compliance or periodic verification, the Platform may require the Healthcare Professional to furnish evidence of valid insurance coverage, if applicable. Failure to maintain or produce such evidence, where required, may result in suspension or termination of the Healthcare Professional’s empanelment or access to the Platform.

18. Platform Integrity, Non-Circumvention and Business Protection

18.1. Exclusive Platform Engagements: The Healthcare Professional agrees that all Engagements initiated through the Platform shall continue to be undertaken exclusively through the Platform for the period specified in the Platform Terms and Conditions.

18.2. Non-Circumvention: The Healthcare Professional shall not directly or indirectly solicit, negotiate or accept off-platform part-time or full-time Engagements with any Healthcare Provider introduced through the Platform for at least 12 months from the date of first engagement.

18.3. Conversion to Employment: Where the Healthcare Professional accepts full time employment with a Healthcare Provider introduced through the Platform, the Healthcare Professional shall promptly notify the Platform and cooperate in facilitating compliance with the conversion provisions applicable to the Healthcare Provider.

19. Non-Transfer

19.1. The Professional shall not assign, transfer, delegate, sublicense, or otherwise dispose of any rights or obligations under this Agreement or any accepted Shift, nor permit any third party to perform the Shift on his/her behalf.

19.2. Any attempted transfer, assignment or substitution shall be void and shall constitute a material breach of this Agreement. The Platform shall not be responsible or liable for any use of the Healthcare Professional’s account by any unauthorised person, unless the Healthcare Professional has promptly notified the Platform of any actual or suspected unauthorised access or misuse upon becoming aware of the same, via the prescribed contact in the terms and conditions.

20. Commencement and Effectiveness

20.1. Effective Date: This Agreement shall become effective on the date on which a duly authorised representative electronically accepts this Agreement by clicking the “I Agree”, “Accept” or similar button on the Platform during the onboarding process or otherwise executes this Agreement in a manner recognised by Applicable Law (“Effective Date”).

20.2. Commencement of Services: Upon the Effective Date, the Professional shall be entitled to access and use the Platform in accordance with the terms of this Agreement, subject to successful completion of the onboarding, verification, and account activation procedures. Acceptance of this Agreement shall not, by itself, obligate the Platform to activate the Professional’s account where the Professional fails to satisfy the eligibility or verification requirements prescribed by the Platform or Applicable Law.

20.3. Term: This Agreement shall remain in full force and effect unless and until terminated in accordance with the provisions of this Agreement.

20.4. Continuing Obligations: The termination or expiry of this Agreement shall not affect any rights, obligations, liabilities, or remedies that have accrued prior to such termination. Any provisions which, by their nature or express terms, are intended to survive termination, including those relating to confidentiality, intellectual property, limitation of liability, indemnity, dispute resolution, governing law, and any other provision necessary to give effect to the Parties’ rights and obligations, shall continue in full force and effect notwithstanding such termination or expiry.

21. Suspension and Termination

21.1. The Platform may suspend or terminate the Professional’s access immediately, without prior notice, where the Platform reasonably believes that the Professional has:

• a) submitted invalid or forged credentials;
• b) engaged in misconduct, negligence, harassment, or POSH breach;
• c) reported misuse or unauthorized access of the account;
• d) repeatedly cancelled or failed to attend Shifts;
• e) materially breached this Agreement;
• f) endangered patient, staff, or platform safety; or
• g) been directed to be removed by a Healthcare Provider, regulator, or court.

21.2. Termination shall not affect accrued rights, indemnities, confidentiality, dispute resolution, or any provision intended to survive.

22. Force Majeure

22.1. Neither Party shall be liable for delay or failure of performance caused by an event beyond reasonable control, including natural disasters, epidemic, pandemic, government action, labour unrest, strikes, war, civil commotion, power failure, internet outage, cyberattack, or third-party system failure, or any occurrence beyond reasonable control of the Parties.

23. Governing Law and Dispute Resolution

23.1. Governing Laws: The Agreement shall be governed by and construed in accordance with the laws of India. In any case, for supervisory and injunctive relief, this Agreement and any dispute arising out of this Agreement shall be subject to jurisdiction of the Courts at Chennai, India;

23.2. Amicable Settlement: 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;

23.3. Dispute Resolution: In the event that the Parties fail to resolve the Dispute by negotiations within thirty (30) days of its occurrence, then, the Dispute shall be referred to arbitration, by a sole arbitrator appointed by the Council for National and International Commercial Arbitration (CNICA). The arbitration shall be governed by the Arbitration and Conciliation Act, 1996 (of India) and the rules framed thereunder. The seat and venue of arbitration shall be Chennai, Tamil Nadu and the award of the Arbitrator shall be final and binding on the Parties, whether or not, despite notice, such Parties have taken part in the arbitration, and shall be subject to execution in any court of competent jurisdiction;

23.4. Subject to foregoing, the Courts at Chennai alone shall have jurisdiction to entertain any Dispute arising out of this Agreement;

23.5. Nothing shall preclude either Party from seeking interim or permanent, equitable or injunctive relief, or both, from the competent courts having jurisdiction to grant relief on any disputes or differences arising from this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy through arbitration.

24. Miscellaneous Clause

24.1. Confidentiality: Each Party shall treat as strictly confidential and shall not, without the prior written consent of the other Parties, disclose to any third party any information received in connection with transactions contemplated herein, except to the extent disclosure is to its affiliates, professional advisors, auditors, ratings advisors (if any) or prospective permitted assignees who are bound by confidentiality obligations no less stringent, or is required by applicable law, regulation or a competent authority.

24.2. Amendment: No amendment, variation, modification or supplement to this Agreement shall be effective unless made in writing and signed by all Parties. Any waiver of any clause must be in writing and shall be effective only in the specific instance and for the specific purpose for which it is given.

24.3. Assignment and Transfers: No Party shall assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior intimation of the other Party.

24.4. Severability: If any clause of this Agreement is held invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining clauses shall not be affected. The Parties shall negotiate in good faith to replace any invalid or unenforceable clause with a valid clause that most closely reflects the original intent.

24.5. Waiver: No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof. A single or partial exercise of any right shall not preclude any other or further exercise of that right or any other right.

24.6. Relationship of Parties: Nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, employment or agency relationship, between the Parties.

24.7. No Third-Party Beneficiaries: Except for the Company and the authorised user of the platform, nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties any rights, benefits or remedies.

24.8. Execution, Counterparts and Electronic Signatures: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument. Execution and delivery by electronic means including scanned PDFs shall constitute valid execution and delivery.

24.9. Costs and Expenses: Except as expressly provided, each Party shall bear its own costs and expenses in relation to the negotiation and execution of this Agreement.

Electronic Acceptance

By executing this Agreement, the Professional confirms that it has read, understood and agrees to be bound by:

• The Platform’s Terms and Conditions;
• The Platform’s Privacy Policy;
• The Platform’s Cancellation, Refund and Payment Policies;
• Any other policies or guidelines published by the Platform on the Platform from time to time and notified to the Professional.

This Agreement is concluded electronically. By selecting the “I Agree”, “Accept”, or similar option made available on the Platform, the Authorised Signatory of the Healthcare Professional acknowledges that he/she has read, understood and agrees to be bound by the terms of this Agreement. Such electronic acceptance shall constitute a valid and legally binding acceptance of this Agreement and shall have the same force and effect as execution by physical or electronic signature, to the fullest extent permitted under the applicable laws of India.