MARKET DEVELOPMENT AGREEMENT

BETWEEN

Global Health Private Limited

AND

M/s Credihealth Private Limited

AGREEMENTThis Agreement is made at New Delhi on this 25th day of November 2015 between

Global Health Private Limited a Company incorporated and existing under the companies act, 1956, with its registered address at E – 18 Defence Colony, New Delhi – 110024 and corporate office at Medanta -The Medicity, Sector – 38, Gurgaon, Haryana 122 001, India (hereinafter Introduced to as "Service Provider" which expression shall unless repugnant to the context thereof, mean and include its directors, representatives, successors and permitted assigns, as the context permits) of the ONE PART;

ANDM/s Credihealth Private Limited, a company incorporated under the provision of the Companies Act 1956, having its corporate office at Plot No.463, Udyog Vihar Phase-V, Gurgaon. (hereinafter introduced to as “Credihealth”, which expressions shall unless repugnant to the context thereof, mean and include itssuccessors and permitted assigns) of the OTHER PART.

[Service Provider and Credihealth shall herein wherever the context may so require, be collectively introduced to as “Parties” and individually as “Party”.]

WHEREAS1. Service Provider is engaged in the field of medical care and has represented to Credihealth that it is running

multi-specialty hospital(s) Annexure – I.2. Credihealth is in the business of disseminating healthcare information and data in an unbiased manner to its

consumers through the medium of its website www.credihealth.com.3. Credihealth has approached the service provider to engage its services for publishing information and data

pertaining to the Service Provider including but not restricted to details about its facilities, services, profile of Doctors(Only in text format), schedules, cost structures etc. as may be mutually agreed between the Parties from time to time.

4. Service Provider allows Credihealth to publish data available on the Service Provider’s official website.5. Service Provider will not hold Credihealth liable for any information relied upon by Credihealth as published

on the Service Provider’s official website.6. Service Provider further agrees to permit Credihealth to use the trademark and logo of the Service Provider

on its website for the purposes of this Agreement and that such use of trademark/brand name shall not amount to violation of any intellectual property rights of the Service Provider.

7. To provide access to connect online patient queries (unlimited) with your hospital information system and forward the same to Service Provider in an automated mode, on an almost real time basis.

Global Health Private Limited______________________________

Name: Designation:

Credihealth Private Limited______________________________

Mr. Ravi VirmaniFounder & Managing Director

Now therefore, in consideration of mutual promises and undertaking herein contained, this agreement witnesses as follows:

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Article 1: Commencement & Term of the AgreementThis Agreement shall commence from1st December 2015 (Effective Date”) and it shall be effective till 1st December 2016 initially unless terminated earlier in accordance with the provisions of this Agreement and may be renewed for further period in accordance with Article 8 of Annexure-I of this Agreement.

Article 2: Coverage 2.1 This agreement between Service Provider and Credihealth. However, the market development activities will

be applicable to all specialties offered by Global Health Private Limited. 2.2 All fees contracts between Service Provider and patients (consumers) shall be directly between them and

Credihealth shall not be an involved party or liable in any way for recovery of such fee. It is clarified that Credihealth shall not be liable for any losses, liabilities or damages on account of any deficiency in the services provided by the Service Provider to the patient/customer.

2.3 In consideration of the services and facilities provided by Credihealth to the Service Provider which may Lead to increase in revenues for the Service Provider, Service Provider agrees to compensate Credihealth by Way of “Brand Development Fees” as detailed out in Annexure II. All fee and expenses referred to in above

shall be calculated net of any service tax or value added or other taxes, which will also be paid by or charged to Global Health Private Limited by Credihealth, as per applicable law. The fee will be exclusive of all taxes etc.

General: This Agreement along with terms & conditions (enclosed as Annexure-I, II,) shall be taken as a complete agreement in its entirety and shall take precedence and supersede any other agreements and understandings whether written or oral. This Agreement shall be modified only by a written instrument duly signed by both the parties.IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day, month and year herein

below written in the presence of:

Global Health Private Limited

______________________________Name:

Designation:

Credihealth Private Limited

______________________________Mr. Ravi Virmani

Founder & Managing Director

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ANNEXURE-I

DEFINITIONS AND INTERPRETATIONArticle 1: Scope and Purpose: It is hereby agreed between the Parties that Credi

Health shall disseminate information regarding the availability of medical/health facilities with the Service Provider to the prospective patients/consumers through creating awareness be means of www.credihealth.com for the ailing patients are desirous of availing such medical benefits.

Article 2: Functions and Obligations of Service Provider2.1 Service Provider shall request the Specialty Hospital(s) to set-up a separate

“Co-ordination Desk” round the clock in the Service Provider Premises.

2.2 Service Provider shall provide the cost of various treatment and diagnostics procedures offered by it from time to time.

2.3 Service Provider shall notify Credihealth of rate list detailing the costs of each treatment which can be suitably displayed on the website of Credi Health. In case of any changes/modification to such costs the Service Provider shall notify Credihealth of the same on a timely basis and such changes shall be carried out on a regular basis.

.Article 3: Assistance and Obligations of Credihealth3.1 The Service Provider/Specialty Hospital shall provide the treatment or

diagnostics to the patients which resulted from the market development efforts at its own discretion.

3.2 Credihealth shall take all efforts required to provide validated information about the Service Provider on its website www.credihealth.com .

3.3 Credihealth shall not be eligible for any other payment by Service Provider except Brand Development Fee as per Annexure II of the agreement hereto.

Article 4: Mutual Representations and Warrantiesa. Each party hereto represents and warrants to the other that it has full legal

power and authority to carry on its business and to enter into this Agreement and perform all of its obligations hereunder;

b. Each Party represents and warrants that neither the execution nor delivery of this Agreement, or the fulfillment or compliance with the terms and provisions hereof; (a) will conflict with or result in a breach of terms, conditions or provisions of or constitute a default under or result in any violation of its charter or byelaws, if any, or any agreement, restrictions, instruments, order, judgment, decree, statute, law, rule or regulation to which it is subject, or (b) require any consent, approval or other action by any court or Administrative or Government Authority/ Body.

c. Each of the parties agree and undertake to perform its obligations under this Agreement in compliance with all applicable laws, rules, regulations, notifications and Government orders.

d. Each Party acknowledges that certain laws, customary business ethics and corporate policies of the other prohibit offers, promises or payments, directly or indirectly, to customers or other parties for the purpose of kick-backs, commercial bribes or other legally impermissible, unjust or unfair benefits or trade practices. Each Party agrees that no part of its fees paid hereunder shall be offered, promised or paid, directly or indirectly, in any such manner for the benefit of any other person, including any owner, officer, director, employees, agent or representative (including family members thereof) of a customer.

Article 5 : Confidentiality and Linking of Websites A Party in receipt of Confidential Information from the other Party must

not use or disclose the other Party’s Confidential Information without that other Party’s prior written consent other than (i) for the purposes of carrying out this Agreement, provided any disclosure is only to such of the receiving party’s personnel or to its related company and its personnel who need to know and who are made subject to the confidentiality requirements of this Agreement or (ii) as required by law.

Article 6: Termination or Rescissiona. Any Party to this Agreement may cancel or terminate this Agreement before

the expiry of the initial/ renewed term as mentioned herein, by giving thirty (30) days advance notice in writing to this effect to the other Party and upon such termination the terms of this Agreement shall be of no effect whatsoever, except for rights and covenants that by the very nature survive termination.

b. Effect of Termination: Upon expiration or termination of this Agreement Credihealth shall not be eligible for any “Fees” whatsoever.

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Global Health Private Limited

______________________________Name:

Designation:

Credihealth Private Limited

______________________________Mr. Ravi Virmani

Founder & Managing Director

c. Survival: The parties’ respective representations, warranties and covenants together with obligations of indemnification, confidentiality and limitations on liability shall survive the expiration, termination or rescission of this Agreement and shall continue in full force and effect.

d. The Parties shall carry out their respective obligations incurred upto the date of termination and shall forthwith reconcile and settle their accounts

Article 0 7 : Intellectual Property Rights a. This Agreement shall not operate as an assignment to Credihealth of any

copyright, trademarks, brand names/logos, etc., registered or unregistered belonging to or used by the Service Provider. Credihealth by virtue of this Agreement shall not operate or acquire any interest in any manner whatsoever, in any copyright, trademarks, brand names/logos, etc., whether registered or not, or the proprietary rights, which belongs to Service Provider or in which the Service Provider has an interest of any nature whatsoever. All such trademarks, copyrights etc. shall at all times remain exclusive property of Service Provider.

b. Information and data of the Service Provider shall be published by Credi Health either by relying on the Service Provider’s website or by seeking approval from the Service Provider.

Article 8: Miscellaneous

i. Notices: Every notice, demand or communication to be given under this Agreement shall be in writing on below address:

Address for service of notices:-

Credihealth: Plot No.463, Udyog Vihar Phase-V, Gurgaon.

SERVICE PROVIDER:

Global Health Private Limited: _____________________________

No notice, demand or communication shall be deemed to be given, if sent by registered mail, until four Business Days after posting the said communication.

___________________________________________________

ii. Assignment: Either Party may, with the prior written consent of the other Party, assign this Agreement or part to any of its existing or future, business affiliates, associates, subsidiaries, and/or group companies, either partially or wholly.

iii. Relationship of the parties: This Agreement is entered into on a Principal to Principal basis and shall in no event establish any relationship of partnership, joint venture, agency, franchise or employment between the parties.

iv. Arbitration: In the event of any dispute or difference between the parties hereto relating to the interpretation, construction, fulfillment or otherwise of the terms and conditions under this Agreement, such dispute or difference shall be settled first mutually between the parties, failing which, the same shall be settled by the process of Arbitration in accordance with the provisions of the Arbitration and Conciliation Act 1996 by a tribunal comprising three arbitrators, one each to be appointed by Credihealth and the Service Provider and the third arbitrator to be appointed jointly by the two arbitrators so appointed who shall be the presiding arbitrator. The venue of such arbitration proceedings shall be at New Delhi, India. The Arbitration proceedings shall be conducted in English. Costs of arbitration shall be The costs of arbitration shall be fixed by the arbitrator and the arbitrator in the final award shall specify (a) Party entitled to costs; (b) the Party who shall pay costs; (c) the amount of costs; and (d) the manner in which costs shall be paid..

v. Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of Republic of India.

vi. Jurisdiction: Subject to Clause 11(iv) above, the courts in New Delhi, India shall have exclusive jurisdiction to decide any and all matters which may arise from this Agreement.

vii. Counterparts: This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The English language text of this Agreement shall prevail over any translation thereof.

viii.Amendments: Any amendment or other modification of this Agreement shall be effective if, but only if, it is in writing and signed by an authorized representative of the Party against whom enforcement of such amendment or other modification is sought.

For ……………………………

For Credihealth Private Limited

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Global Health Private Limited

______________________________Name:

Designation:

Credihealth Private Limited

______________________________Mr. Ravi Virmani

Founder & Managing Director

Annexure - I

List of Hospitals

This MoU is valid for Global Health Private Limited, three cities mentioned below, and as an when Global Health and Credihealth will go live in more cities in India, then the new Global Health Private Limited Hospitals will be added automatically.

1. Medanta-The Medicity ,Sector – 38, Gurgaon, Haryana 122001, India2. Medanta Indore , Scheme no 54, Vijaynagar Square, AB Road, Indore, India3. Medanta Ranchi, India4. Medanta Mediclinic ,E – 18 Defence Colony, New Delhi 110024

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Global Health Private Limited

______________________________Name:

Designation:

Credihealth Private Limited

______________________________Mr. Ravi Virmani

Founder & Managing Director

Annexure – II

(Brand Development Fee)

In consideration of services and facilities provided by Credihealth, Credihealth shall be entitled to be a fixed percentage as stated below, fee shall be entitled on monthly basis as Brand Development Fees from Service Provider (hereinafter as the “Fee”) for patients referred from Overseas.

1. ________ % Brand Development fee on OPD Consultation.

2. ________ % Brand Development fee on OPD investigation including cost of drugs & consumables.

3. _______ % Brand Development fee on IPD/Surgeries including cost of drugs & consumables.

4. ________ % Brand Development fee on Preventive and Executive Health check-ups.

5. ________ % Brand Development fee on Fixed Packages.

AND

In consideration of services and facilities provided by Credihealth, Credihealth shall be entitled to be a fixed percentage as stated below, fee shall be entitled on monthly basis as Brand Development Fees from Service Provider (hereinafter as the “Fee”) for patients referred from India.

1. ________ % Brand Development fee on OPD Consultation.

2. ________ % Brand Development fee on OPD investigation excluding cost of drugs & consumables.

3. ________ % Brand Development fee on IPD/Surgeries excluding cost of drugs & consumables.

4. ________ % Brand Development fee on Preventive and Executive Health check-ups.

5. ________ % Brand Development fee on Fixed Packages.

Global Health Private Limited

______________________________Name:

Credihealth Private Limited

______________________________Mr. Ravi Virmani

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Designation: Founder & Managing Director

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