CONSULTANT AGREEMENT

This Consultant Agreement (the ‘Agreement’) is made and executed at Pune, on _________________ (‘Effective Date’) by and between:

Wizphys AI Private Limited, a private limited company duly incorporated and existing under the laws of India and having its registered office at Plot No 11 Parvati St Bank of India Col, Pune, Pune, Maharashtra, India, 411009 , (hereinafter referred to as the ‘ ‘Company’, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-title and assigns), of the FIRST PART; and

Mr./Ms. _______________________________________,

son/daughter of Mr.____________________________________________,

resident of _________________________________________, having permanent account number ___________ (hereinafter referred to as the ‘Consultant’, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include such person/entity’s successors-in-title, administrators and permitted assigns), of the OTHER PART;

The Company and the Consultant are hereinafter individually referred to as a ‘Party’ and collectively as the ‘Parties’.

WHEREAS:

The Company presently owns and operates a software to assist patients with physiotherapy exercises with the name Wizio with the name Wizphys Ai Private Limited, Plot No 11 Parvati St Bank of India Col, Pune, Pune, Maharashtra, India, 411009 (‘Office’) and the website https://www.wizio.in (‘Platform’). The Company, through the Platform, aims to provide physiotherapist services digitally and physically[1] to its clients including but not limited to physiotherapy, fitness ,stability and mobility improvement programs (‘Services’).

The Company is desirous of appointing and engaging professional, qualified, certified and trained physiologist and physiotherapists holding atleast a Bachelors in Physiotherapy or Masters in Physiotherapy from a university accredited under UGC. on consultancy basis, who will provide their respective specialized Services to the Clients on the Platform.

The Consultant has represented to the Company that the Consultant has the requisite skill, knowledge, qualifications, certifications, experience, expertise and capability to provide and perform the Service particularly Physiotherapy for all ailments pertaining to humans.

The Consultant has further represented to the Company that the Consultant is able and willing to render such services to any person who the Company may designate or any of the Consultant’s existing clients (‘Clients’) on and through the Platform as the Parties may mutually determine or the Company may direct.

The Parties wish to enter into this Agreement to record the terms and conditions of the appointment as herein below stated.

NOW THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.DEFINITIONS AND INTERPRETATION

1.1.In this Agreement, unless the context requires otherwise, (i) the following words and expressions shall have the following meanings; and (ii) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed:

1.2.‘Business’ shall mean Physiotherapy and fitness services in different forms for different applications , and shall include a) the provision of best-in-class quality physiotherapist services, b) Physical and digital physiotherapy & fitness services, consultation and scheduling services and sale of related merchandise[2] .

1.3.‘Business Day’ means a day on which banks in Pune, India, are open for normal banking business (excluding Saturdays, Sundays and public holidays).

1.4.‘Confidential Information’ means any information relating to the Business, Clients of, operation or financial condition of, or relating to the Company or its Affiliates, including information pertaining to business plans, mechanisms, business related functions, activities, business systems, processes and services, customer names and details, assets, liabilities, trade secrets, know how, and any other Intellectual Property, proprietary information, business strategies, marketing strategies, methods of operation and market information, joint ventures, associates, Consultants, regulatory matters, litigation, pricing, billing methods, receivables, marketing plans or strategy, volumes, services rendered, financial or technical or service matters or data, software, hardware, technology, networks, other valuable information, confidential, proprietary and trade related information relating to the Business and activities of the Company or its affiliates, and / or such information which is useful or necessary for the success or growth of the Business and the Company, and / or any other information which is proprietary or confidential in nature.

1.5.‘Intellectual Property’ means and includes (a) all patents and applications copyrights, copyright registrations and applications therefore, and all other rights corresponding thereto; (b) all inventions (whether patentable or not and whether or not reduced to practice), invention / patent disclosures, improvements thereto, patent applications, trade secrets, proprietary information, know how, technology, technical data, and all documentation relating to any of the foregoing together with all re-issuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (c) all internet domain names, universal resource locators; (d) all software (including data and related documentation), code, machine code, source code, related documentation, graphics, images, designs, logos, programs, layouts and specifications; (e) all industrial property and industrial designs and any registrations and applications therefor; (f) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations, applications and renewal therefor, including all goodwill associated; (g) all databases and data collections and all rights therein; (h) all moral rights of authors and inventors, however denominated; (i) all other proprietary rights of whatsoever description whether or not protected and whether or not capable of protection; and (i) all copies and tangible embodiments thereof regardless of form and medium; in each case, throughout the world.

1.6.‘Client’ means any end customer who uses any of the Services on the Platform.

1.7.‘Term’ shall have the meaning set forth in Clause 3 below.

2.COMMENCEMENT OF AGREEMENT

2.1.This Agreement shall enter into force on the date of its signing (‘Effective Date’) and shall remain in full force and effect unless terminated in accordance with the provisions of this Agreement.

2.2.Subject to the provisions of applicable law, the Company hereby engages the Consultant and the Consultant agrees to act as the Consultant of the Company to perform the Services upon the terms and conditions set out in this Agreement, with effect from the Effective Date.

2.3.A description of the role, duties and obligations of the Consultant are set out under this Agreement.

2.4.It is acknowledged between the Parties that the Consultant’s engagement with the Company shall not be to the exclusion of all other employments and consulting and service engagements but the Consultant shall not undertake any other work whether remunerated or not, including private practice, consulting, training, without prior intimation to the Company and such engagement shall not cause any impediment to the Consultant’s necessary attention and efforts to any Clients on the Platform.

3.TERM

3.1.This Agreement shall enter into force on the Effective Date and shall remain in full force and effect for a period 1 (one) year unless terminated by either Party in accordance with the terms of this Agreement (the ‘Term’);

The Terms may be extended through the execution of a written amendment or addendum by both Parties, on mutually acceptable terms and conditions;

4. SERVICES AND OBLIGATIONS OF CONSULTANT

4.1 The Consultant shall provide Services on the Platform, as directed by the Company. The Consultant shall have flexible work hours, subject to the requirements of Client and prior appointment intimation by the Company. The Consultant acknowledges that the nature of the Consultant’s services and position in the Company may necessitate that the Consultant would be required by the Company, after giving the Consultant reasonable notice, to render the Services from any place of business of the Company that may presently be operating, or which may subsequently be acquired or established as the Company may deem necessary.

4.2 In the course of engagement with the Company, the Consultant is required to perform the following services (this list is merely indicative and not exhaustive) (collectively, the ‘Services’)-

Determination by Consultant of appropriate and necessary consultation, symptoms, diagnosis, or treatment of the Client’s health condition, illness, disease or injury;
Providing appropriate physiotherapy and/or based on diagnosis or direct care and treatment of the medical condition, illness, disease or injury of Client[3] ;
Disclose statutory and mandatory information related to the health, treatment, cost, symptoms, side effects and/or possible outcomes or complications.
To provide efficient, correct and safe physiotherapy and/or within standards of good medical practice as recognized and accepted by the medical and health community in India;
To attend to the Client on the Platform as per the appointments and directions of the Company, or representatives of the Company. All consultations and treatment appointments will be made online on the Company’s website, irrespective of whether the Clients is suggested from Consultant or the Company’s existing Client.[4] Consultant shall not take or accept any payment from the Client in connection to Services rendered by the company. All Client’s payment shall be made and accepted only by the Company.
perform all assigned or implicit duties and responsibilities in a proper, ethical, diligent, professional and efficient manner; including always acting in good faith and in the best interests of the Company and its Clients;
comply with all applicable laws, statutes, regulations, guidelines, and best practice concerned with privacy, protection, and use of Confidential Information and Intellectual Property;
employ best efforts and all feasible endeavours to protect, enhance and promote the interests, welfare, profitability, growth and reputation of the Company’s business and Services provided on the Platform;
not engage in any business or activities which may conflict with or be harmful to the business interests of the Company;
perform all assigned and implicit duties in a safe manner, respecting all occupational health and safety norms and as per prescribed generally accepted techniques and norms; and
keep the Company fully informed of all matters material to the Consultant’s obligations and the business and interests of the Company.
attend and participate in all the team and review meetings as and when requested by the Company.

4.3 During the Term or at any time thereafter, the Consultant shall not, directly or indirectly, make, publish or communicate in any form and by any means, any statement that has the purpose, affect or likely effect of adversely affecting or otherwise disparaging the Company or its owner(s) and/or management.

5. 5 COMPENSATION

5.1 Consultation Fees

During the Term, in consideration of the Consultant rendering the Services contained in this Agreement, Consultant shall be entitled to a payment of consultation fees, and other fees, which may be separately agreed between the Parties from time to time, as per the terms of Annexure A attached herewith. (‘Fees’).

AVAILABILTY OF CONSULTANT
1. Consultant unequivocally represents and warrants to be available with full attention on the Platform for all prior appointments made with the Consultant. In case of urgent and immediate requests of appointment, Consultant shall made the best efforts to ensure the availability for the appointment. Once the Consultant has confirmed a given time for the appointment to a Client, Consultant shall not cancel the appointment and will ensure the availability for the appointment. In the event that the Consultant is prevented from performing Services under the Agreement as a result of illness, injury, or any other incapacity, the Consultant shall be required to give notice of minimum 2 (two) business days thereof to the Company at the earliest possible opportunity. In case of more than 2 (two) cancellations of appointments by Consultant without giving such aforesaid advance notice, the Consultant shall be liable to the full cost of such cancelled appointment to the Company. the Company reserves the right to adjust such amount from the Consultation Fees due to Consultant in succeeding month.

7. RULES AND REGULATIONS

7.1 The Consultant shall be responsible for complying with all applicable laws in connection with the performance of Services.

7.2 The Consultant further agrees and undertakes to be liable for committing any acts that are illegal, unauthorized, immoral, unprofessional, negligent or misconduct with Client or contrary to the policies of the Company during the course of engagement with the Company and the Company shall not be liable for such acts and shall stand indemnified by the Consultant at all times, in any manner whatsoever. Consultant shall be solely responsible and liable for the physiotherapy and digital physiotherapy & fitness services provided to Client and any Client’s complaint or claim arising out of use of such Service and in this regard, Consultant shall keep the Company indemnified against such claims, losses and damages.

8. CONFIDENTIALITY, NON-COMPETE & NON-SOLICIT

8.1 Confidentiality

The Consultant shall hold in trust and maintain strict confidentiality of all Confidential Information, data and materials relating to the Business and affairs of the Company and shall not disclose to anyone, such Confidential Information, data and materials without the prior written permission of the Company. The Consultant shall not cause the transmission, removal or transport of any Confidential Information from the Company’s places or business or such other place of business specified by the Company, without prior written approval of the Company.
In the event any Confidential Information is required to be disclosed by the Consultant: (i) in response to any summons or subpoena or in connection with any litigation; or (ii) to comply with any applicable law, order, judgement, regulation or ruling, the Consultant shall promptly notify the Company in writing of the same and of the action which is proposed to be taken in response and in such case, the Consultant shall only be entitled to disclose Confidential Information to the extent that (A) the Company has consented to (which consent shall not be unreasonably withheld by the Company), or (B) the Consultant is advised by legal advisers that the Consultant is required to disclose, in which case the Consultant will use commercially reasonable efforts to disclose only the minimum Confidential Information required to comply with the applicable law, rule, regulation, bye-laws, or order of any court, tribunal or governmental or regulatory body.
The Consultant will use the Confidential Information only for the purpose of the Consultant’s responsibilities with the Company and shall not use in any manner for benefit of Consultant or any third-party

8.2

Non-compete and Non-Solicit Obligations

(a) The Consultant hereby agrees and undertakes that during the Term and for a period of 2 (Two) years thereafter, the Consultant shall not, directly or indirectly, either individually or in partnership with, as part of a joint venture with, or as a shareholder or officer or consultant or otherwise in conjunction in any other manner with any other Person:

(b) deal with the Clients, customers, suppliers of goods or services, agents, consultants, contractors of, or any other person who has a business relationship with the Company or its Affiliates in any manner which may directly or indirectly adversely affect the Business of the Company or its Affiliates; or

(c) use or allow to be used any trade names, trademarks, domain names used by the Company or any other name intended or likely to be confused with such trade names, trademarks or domain names; or

(d) approach, induce, solicit or persuade any person or entity who or which was or is a Client, customer, supplier or partner or prospective customer, consultant or partner of the Company with whom the Consultant had contact or dealings in the last 12 (Twelve) months of engagement to cease doing business with the Company or reduce the amount of business which the person or entity would normally do with the Company; or

(e) accept approaches from any service providers or Clients of the Company with whom the Consultant has had contact with in the last 12 (Twelve) months of engagement if the result is that their business with the Company ceases or reduces; or

(f) employ, solicit, entice away from the Company any person who as at the date of termination of the Consultant’s engagement with the Company or at any time during the period of 12 (Twelve) months prior to the date of termination was an officer, manager, consultant or employee of the Company; or

(g) render services which would require the Consultant to reveal, base judgements upon, or otherwise use any Confidential Information or Intellectual Property of the Company.

(i). The provisions of this Clause 8.2 are in addition to, and not in lieu or limitation of, any legal or other contractual obligations relating to non-solicitation that the Consultant may have to the Company; and in each case, without prejudice to the aforesaid, shall not be entitled, and shall be deemed to have waived, its right to carry out any of the foregoing activities during the corresponding period mentioned.

9. INTELLECTUAL PROPERTY

9.1. All copyrights, patents, trade secrets and other Intellectual Property rights associated with any ideas, concepts, know how, techniques, inventions, processes, products, writings, deliverables, publications, or works of authorship, written or electronic, developed or created by the Consultant (‘Works’) during the course of the Consultant’s engagement under this Agreement that (a) relates to the Business or any of the products or services being developed or sold by the Company or which may be used in relation therewith; or (b) results from Services performed by the Consultant shall belong exclusively to the Company and the Consultant hereby assigns to the Company all right, title, and interest, in and to such Works, including but not limited to copyright, trademarks, inventions, patentable subject matter and all rights subsumed thereunder. By making available or uploading any content on the Platform, the Consultant automatically grants the Company a cost-free, worldwide, irrevocable, sub-licensable and transferrable right to use this content insofar as is related to the provision of the Service or better performance of the platform

9.2. All the intellectual property rights – including but not limited to copyrights, database rights and trade name rights (hereinafter ‘IP rights’) – in relation to the Service and its content, exercise programmes, videos, methodologies, techniques, data, information, proprietary algorithms, motion detection software, user interface, software code, audio files animations, etc. on the Platform shall vest exclusively with the Company or its licensors. Nothing in this Agreement, is intended to entail or imply the any transfer of IP rights to the Consultant.

9.3. The Consultant further undertakes to promptly and fully disclose and hand-over the Works and all such information and other materials thereto, over to the Company and the Consultant acknowledges that these shall remain forever as the exclusive property of the Company.

9.4. The Consultant shall not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Services in any form or by any means, or sublicense the rights granted in the Agreement, except as expressly permitted herein, without the prior written permission of the Company or the intellectual property owner, as applicable, without limiting the foregoing, the Consultant acknowledges and agrees that the trade names, logos, and other trademarks and service marks associated with the Company are the property of the Company, and that the Consultant is not permitted to use any of the foregoing without the Company’s prior written consent.

10. TERMINATION

10.1 During the Term, the Company may terminate the Consultants appointment and this Agreement by giving 1 (one) month written notice to the Consultant without the need of assigning any reasons thereof.

10.2 This Agreement may be terminated by the Company with immediate effect for ‘cause’, without any prior notice, in the reasonable opinion of the Company and at the Company’s sole discretion, the Consultant has:

(a) committed breach of any terms of this Agreement

(b) has breached any of the policies of the Company;

(c) breached a fiduciary duty, made false representations, submitted false documents, suppressed material facts or information required or that ought to have been disclosed, was grossly negligent, or committed willful misconduct or such misdemeanor which is likely to affect or affects the reputation or operations of the Company;

(d) remains absent or does not attend any Client’s appointments on the Platform for a continuous period of 15 (fifteen) days without any prior written notice to the Company; or

(e) committed any offence involving moral turpitude or entered a plea of guilty to any offence or committed any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or acted in a manner detrimental or contrary to the best interests of the Company or its Affiliates.

10.3 The Consultant agrees that the termination under Clause 10.3 would be without prejudice to:

the Company’s right to claim the actual damages it has suffered through the breach; and
any other relief to which the Company may be entitled under this Agreement, applicable law or equity.

10.4 In the event of termination of this Agreement by the Consultant, the Company may, during the notice period, require the Consultant to perform only specific tasks and provide such other assistance required for the purpose of assisting in the orderly transition of the Consultant’s responsibilities to the successor of the Consultant. The Consultant hereby agrees that the Consultant shall comply with such requests of the Company and shall ensure that the interests of the Company remain duly protected during such notice period, as well.

10.5 All property of, or relating to, the Company/Clients as shall have been in the possession of the Consultant, including the Company records and all documents containing Confidential Information of the Company shall be surrendered by the Consultant to a duly authorized representative of the Company upon the termination of this Agreement in accordance with this Clause 10. The Consultant further agrees not to retain any copy, duplication, facsimile, reproduction or replication of any of the foregoing information except as necessary to perform duties as a Consultant of the Company.

10.6 Subsequent to the termination of the Agreement and upon the reasonable request of the Company, the Consultant shall, provide reasonable assistance as may be required by the Company, in relation to legal proceedings, arbitration proceedings, disputes, notices or any other claims/proceedings of similar nature, that the Company may have be involved during the Term.

11. REPRESENTATIONS AND COVENANTS

11.1 As of the Effective Date, the Consultant represents and warrants to the Company that:

(a) the Consultant has full right and authority to enter into the Agreement and the Consultant is not restricted to do so by any covenants or contracts.

(b) the execution, delivery and performance of this Agreement by the Consultant does not and shall not conflict with, breach, violate or cause a default under any of the agreements relating to the Consultant’s previous employment(s), contract, instrument, order, judgment or decree to which the Consultant is a Party or by which the Consultant is bound.

(c) the execution and delivery of this Agreement by the Consultant shall be a valid and binding obligation of the Consultant, enforceable in accordance with its terms;

(d) the Consultant is not an undischarged insolvent, or has at any time been adjudged an insolvent; and

(e) the Consultant has not, at any time, been convicted by a court, for an offence involving moral turpitude.

(f) Services will be performed in a professional manner using the highest standard of care, skill and diligence.

(g) The Consultant shall perform the Services within a time as stipulated by the Company from time to time.

11.2 The Consultant covenants and recognizes that:

(a) the Consultant has read and understood the terms of this Agreement and as such, has freely consented to its terms after having obtained legal advice from competent counsel;

(b) the Company may notify to any third-party of the existence of this Agreement and/or its provisions;

(c) the Consultant will not enter into any commitments or dealings on behalf of the Company for which the Consultant has no express authority nor alter or be a Party to any alteration of any principle or policy of the Company or exceed the authority or discretion vested in the Consultant without the previous written approval of the Company; and

(e) the Consultant will intimate in writing to the Company any change of address and contact details within a week from change of the same, failing which any communication sent to the last recorded address shall be deemed to have been served on the Consultant;

11.6 The Company has engaged the Consultant based on the information furnished by the Consultant and if the information provided by the Consultant is false or incorrect in any material respect or if any material information has been willfully suppressed or concealed, the Company shall be entitled to terminate the Consultant’s engagement immediately. Such an action by the Company shall be without prejudice to the right of the Company to take suitable action against the Consultant.

11.7 INDEMNITY

11.7.1. The Consultant shall, at its own expense, indemnify, defend and hold harmless the Company, its shareholders and directors from and against any and all liability suffered or incurred (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including attorney’s fees and expenses) or any other loss that may occur, arising from or relating to:

(i) Non-performance, inadequate performance, provision of deficient services, breach by the Consultant, of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement, including but not limited to the obligations of the Consultant pertaining to confidentiality, violation of applicable laws or any guidelines issued by the Company to the Consultant from time to time;

(ii) Acts, omissions, errors, representations, misrepresentations, misconduct, negligence of the Consultant in performance of its obligations under the Agreement; and

(iii) Any Client claim against the Company or its management or owners may have for the use of or in connection with the Services rendered by the Consultant.

11.7.2. The obligation under this clause shall survive the termination/expiration of this Agreement.

12. NOTICES

12.1.Any notice provided for in this Agreement shall be in writing and shall be (i) transmitted by Email to the official Email ID of the Party or (ii) first transmitted by electronic mail (Email) and then confirmed by postage, prepaid registered post with acknowledgement due or by recognized courier service; or (iii) sent by postage, prepaid registered post with acknowledgement due or by recognized courier service, to the relevant Party at its address set out below:

12.2.If to the Company:

Name: Siddhartha Gadre[●]

Designation: Director[●]

Phone number: 9986617940[●]

Address:11 SBI Colony 2, Pune 411009 [●]

Email ID:siddhartha@wizphys.io [●]

12.3.If to the Consultant:

Name: [______________________________________]

Designation: [____________________________________________]

Phone number: [_______________________________________________________]

Address: [_____________________________________________________________]

Email ID: [______________________]

A notice shall be effective, if:
1. sent by facsimile, when sent (on receipt of confirmation of the correct number);
2. sent by registered or certified mail, within 5 (five) days of dispatch; and
3. delivered personally, on receipt by the intended recipient: Provided that, all notices sent by facsimile, shall be confirmed by registered or certified mail. Each Party shall forthwith notify the other Party of any change in its address to which notices under this Agreement are to be delivered, mailed, facsimiled or electronically mailed.

13. GOVERNING LAW & JURISDICTION

13.1. This Agreement shall be governed by and construed in accordance with the laws of India and the courts in Pune, India shall have exclusive jurisdiction over all disputes arising out of the Agreement. The Parties shall attempt to mutually resolve all disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination within 15 (fifteen) days of being brought to its attention (‘Consultation Period’) and if any such dispute is not resolved, the dispute shall be settled by arbitration governed by the provisions of Arbitration and Conciliation Act, 1996. The Parties shall mutually appoint a sole arbitrator for arbitration proceedings within 15 (fifteen) days following the expiry of Consultation Period. If the Parties are not able to agree on a sole arbitrator, either of the Parties shall be entitled to approach the Court for the appointment of the arbitrator in terms of the Arbitration and Conciliation Act, 1996 (including the amendments thereto). The venue and seat of Arbitration shall be Pune and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect. The Arbitral award passed by the Arbitrator shall be in writing and shall be final and binding on the Parties

14. LIMITATION OF LIABILITY

14.1. The Company shall not be liable in any event for any indirect, incidental, consequential, special or exemplary losses or damages arising from the Agreement under tort, common law or under public policy with respect to services rendered by a Consultant vis-à-vis a Client, even if the Company or Consultant, as applicable, has been advised of the possibility of such damages, such as including but not limited to loss of revenue, loss of goodwill or profits or anticipated profits or lost business, any loss of data etc.;

14.2 Any such claim giving rise to any liability stipulated in this Clause 14 shall be subject to mutual verification by the Parties.

15. RULES OF INTERPRETATION

15. 1 The rules enlisted hereunder shall apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply;

15.2 Any reference to Law shall be deemed to include a reference to such Law as is re enacted, modified or amended from time to time and a reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted (or both) from time to time and to any subordinate legislation made under the statutory provision;

15.3 The descriptive headings used in this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content thereof and shall not be used to interpret the provisions of this Agreement;

15.4 A reference to a recital, paragraph, Clause, schedule or annexure is a reference to a recital, paragraph, Clause, article, schedule or annexure of this Agreement, unless the context provides otherwise;

15.5 Unless the context otherwise requires, (i) words importing the masculine gender shall also include the feminine gender and vice versa; and (ii) the use of the singular shall include the plural and vice-versa;

15.6 A provision of this Agreement must not be interpreted against any Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision;

15.7 If a word is defined, in another part of speech having a corresponding meaning;

15.8 Any word(s), phrase(s) or term(s) not defined in Clause 1 above but defined elsewhere in the body of the Agreement shall have the meaning given to in the body of the Agreement.

16. MISCELLANEOUS

(a) Entire Agreement. The Parties acknowledge and agree that this Agreement constitute the entire agreement and understanding between the Parties concerning their subject matter and supersedes any prior agreements or understandings concerning this subject matter.

(b) Further Assurances. Each of the Parties shall, at all times, act in good faith in the discharge of their obligations under this Agreement and not do anything which would constitute a contravention of its terms. Each Party shall do all such acts, deeds and things and execute all such deeds, documents and writings as may be necessary for the consummation of the transactions set out in this Agreement in the manner contemplated hereunder.

(c) No Employment and Partnership. The relationship between the Consultant and the Company is that of an independent contractor on a principal-to-principal basis. Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership or association of persons between the Parties, and neither Party shall be considered an agent or employee of the other Party.

(d) Time. Any date or period as set out in any Clause of this Agreement may be extended with the written consent of the Parties, failing which, time shall be of the essence.

(e) Counterparts. This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by siging any one or more of such originals or counterparts. The delivery of signed counterparts by facsimile transmission or electronic mail in ‘portable document format’ (‘.pdf’) shall be as effective as signing and delivering the counterpart in person, provided that, nothing contained in this Clause be applicable to the manner in which Notices are required to be given under Clause 12.

(f) Specific Performance. The Parties agree that damages may not be an adequate remedy and the Parties shall be entitled to an injunction, restraining order, right for recovery, specific performance or other equitable relief to restrain any breach or enforce the performance of the covenants, representations, warranties and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Parties may have at law or in equity, including without limitation a right for damages.

(g) Amendment. No amendments or addendums of this Agreement shall be valid or binding on either Party unless such amendment or addendum is in writing and signed by each Party.

(h) Assignment. The Consultant shall not be permitted to assign this Agreement to any person in any manner. The Company shall have the right to assign this Agreement to its Affiliates or successors and assignees, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by the said successors and assignees.

(i) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by a duly authorised representative of the waiving Party.

(j) Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, unenforceable or prohibited to any extent by applicable law, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from any Party hereto to the other(s), and the remainder of this Agreement and the application of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each provision of this Agreement shall be valid, enforceable and binding and of like effect to the fullest extent permitted by applicable law. In the event any provision of this Agreement is held to be invalid or unenforceable, the Parties shall mutually discuss to arrive at a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

(k) Remedies cumulative. No remedy conferred under this Agreement shall be exclusive of any other remedy, and each remedy shall be cumulative and in addition to every other remedy provided or now or hereafter existing at law, in equity, herein or otherwise. The election of any one or more remedies by the Company hereto shall not constitute a waiver of the Company’s right to pursue any other available remedy or remedies.

(l) Payments. All amounts payable under this Agreement shall be in accordance with applicable law and subject to deduction of applicable Tax.

Survival. Any terms and conditions that by their nature or otherwise reasonable should survive expiration or termination of this Agreement, shall be deemed to survive the expiration or termination of this Agreement.

Successors and Assigns. Neither Party shall assign its rights or obligations under this Agreement without the prior written permission of the other Party and any attempt to do so shall be void. Any such assignment consented to by the Parties shall be confirmed vide written confirmation signed by Parties including assignee to the said effect.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

Signed and Sealed on Behalf of

Signed and Sealed By

Wizphys AI Private Limited[●]

[___________________________]

Name: Siddhartha Gadre

Designation: Director

Name: [_______________________]

Annexure A

Fees

The Consultant shall be paid, strictly as per this Annexure A. Any derogation from these terms without the prior written consent of the Company shall be considered a material breach and void or voidable to the greatest extent permissible under Applicable Law.

Consultant shall be paid a consultation only with respect to Services performed and completed by the Consultant in a month, irrespective of whether Client has paid the amount in advance for prospective appointments (‘Consultation Fees’), and the Consultation Fees shall be subject the final value realized by the Company after deduction of all taxes, rebates, commission, discounts and returns.
The Consultant acknowledges and agrees that all amounts set out in this Agreement that are payable to the Consultant are subject to applicable taxes, which may be deducted/withheld by the Company in accordance with applicable law.
The Consultant acknowledges the prices and discounts, if any charged to Client shall be determined solely by the Company as per its business practices in effect. Consultant shall have no rights or claims to dispute over the Consultation Fees, prices or discounts offered/charged by the Company to any Client for any Services. Consultant acknowledges that Client may not show up on the date of appointment and Consultant shall not be entitled to any compensation/charges for such absence of Client. Consultant acknowledges that patients may ask for refund of service fees and Consultant shall not be entitled to any compensation/charges for such cases of Client demanding refund.
In addition to the Consultation Fee, the Consultant may be entitled to the following:
1. The Consultant shall be entitled to a commission of 20% (on net value excluding GST) from the final value realized upon successfully onboarding, handling and rendering Services to individual number of patients through the Platform.

Any and all fees due to the Consultant as per this Annexure A will be paid by the Company to the Consultant on 10th Day of every succeeding month for the Services rendered and completed by the Consultant in preceding month. All payments under this Annexure A shall be made to the Consultant’s bank account given below:

Name of Account Holder

[●]

Name of Bank

[●]

Branch Address

[●]

IFSC Code

[●]

Physical to be removed for now.

Define merchandise.

Digital tracking etc to be added.

To be removed.

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