The First Party has developed a software-based application and is providing a service named “MEDICA” which includes all software and hardware components to assist medical practitioners issue digital prescriptions including keeping track of patients past medical history enabling medical practitioners to maintain a list of drugs and investigations/tests which are commonly used as well as create templates for prescriptions and share important documents/ Videos with patients. “MEDICA” will further include a Mobile based application for the Patients, where they could receive the medical prescription directly to their mobile devices other than the printed prescription which enabling patients to maintain their medical history and retrieve information with regard to the prescribed medicines and investigations. The Second Part desires to obtain the services of the First Party to streamline their functions as mentioned above through “MEDICA”.

1. Non-Exclusivity:
   The Party of the First Part (first party) may enter into subsequent engagements with the Party of the Second Part (second party) or any other Party separate from this Agreement to provide the same or similar services as set forth in this Agreement; provided, however, that such subsequent engagements may not preclude or prevent the Party of the First Part from performing its duties under this Agreement.
2. Relationship of the Parties:
   The parties hereto are independent contractors and nothing in this Agreement creates a joint venture, partnership or relationship of agency between the parties, and except as expressly authorized herein, neither party has any authority to act, make representations, or contract on behalf of the other party.
3. Fees and Payment:
   The First Party shall charge the Second party according to the rates outlined on Schedule - 1 hereto. The usage will be determined on number of booking made via MEDICA platform, which will be calculated and accounted for and an electronically generated invoice will be tendered to the party of the Second Part by the end of each month. Which invoiced amount shall be payable within fifteen (15) days of generation of such invoice. Any query, dispute relating to any error on the invoice shall be made to the First Party in writing by the Second party within Seven (7) days from the day of generation of the invoice. If no query is received within the stipulated time it shall be deemed that the Second party / individual has accepted the accuracy of the invoice and the Second party / individual shall not subsequently dispute the amount in such invoice. In the event there is a dispute relating to any invoice the Second party shall settle and pay the undisputed amount to the First Party being the first party in terms of this Agreement pending the determination relating to the disputed amount.
4. Indemnification:
   The Second party shall indemnify and hold harmless and defend the first party, its affiliates and any of their respective officers, partners, directors, employees and agents, from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counsel of the First Party’s choice), judgments, fines, settlements and other amounts arising out of or relating to acts or omissions taken by the First Party in good faith while performing the Services for the Second party. The First Party shall indemnify and hold harmless and defend the Second party, its affiliates and any of their respective officers, partners, directors, employees and agents from and against any and all losses, claims, damages, liabilities expenses (including without limitation, reasonable attorney’s fees payable to counsel of the First Party’s choice), judgments, fines, settlements and other amounts arising out or in violation of any instruction of the Second party. Indemnities shall not be entitled to indemnification with respect to any claim, issue or matter in respect of which it has committed fraud, willful breach of this Agreement or willful or wanton misconduct.
5. Confidentiality:
   The party of the First Party agrees that all information relating to the medical practice including patient information of the party of the Second Party shall at all times and for all purposes be confidential and held by the party of the First Part in confidence and solely for the benefit of the party of the Second Party even upon termination of this Agreement. The party of the First Party hereby covenants and warrants that it shall not disclose or furnish to any other person or entity the existence, terms, or conditions of this Agreement, or any information contained herein or obtained as a result hereof which is not specifically a matter of public record, without the prior written consent of the party of the Second Part. Neither Party shall, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way any other party to this Agreement, except to the extent specifically required by law, and then only after consultation with the other party. This provision shall survive the termination of this Agreement. All information including patient details will be saved on cloud servers and confidentiality of the said information will be secured by measures accepted in the industry of cloud servers with regard to protection of information.
6. Jurisdiction:
   This Agreement shall be construed and interpreted in accordance with and governed by the laws of Sri Lanka, and the courts at Colombo shall have exclusive jurisdiction over matters arising out of or relating to this Agreement.
7. Termination:
   This Agreement shall be terminated where any default by any Party in the performance or observance of its obligations under this Agreement is not remedied to the satisfaction of the Party giving such notice,
   1. To customers 30 days prior to termination
   2. Refrain from taking new appointments using MEDICA site, 2 weeks prior to date of termination
   Notwithstanding any other provision of this Agreement where a Dispute cannot be resolved amicably and the Dispute relates to a matter of material importance to this Agreement may be terminated at any time by any Party giving to the other one week’s written notice to terminate it subjected to subject to its right to recover all equipment provided and outstanding payments under this Agreement by the First Party.
8. Force Majeure:
   If the performance of this Agreement or any other obligation hereunder is prevented restricted delayed or interfered with by reason of fire, flood, typhoon or earthquakes, epidemics, governmental ordinance, war, civil disturbances or any other cause beyond their reasonable control the Parties hereto shall be excused from performance of this Agreement to the extent of such prevention, restriction, delay or interference provided however that the Parties hereto shall resume performance hereunder with the most utmost dispatch whenever such cause is removed.
9. Assignment:
   Either party shall not in any way assign or transfer their respective rights herein without the written consent of the other party.
10. Fairness and Good Faith:
    The Parties undertake to act in good faith with respect to each other’s rights under this Agreement and to adopt all reasonable measures to ensure the realization of the objectives of this Agreement. Parties shall do an act or abstain or cause to abstain or act in such a manner that it diminishes the IP rights and the value of the same in any manner.
11. Settlement of Disputes:
    The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof. Disputes if any, arising out of this Agreement and not settled despite all reasonable efforts taken by the Parties to settle amicably shall be referred to Arbitration in accordance with Arbitration Act No 11 of 1995, and any statutory modification of the provisions of the said Act, which may be in force.
12. Construction:
    This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both parties have contributed substantially and materially to the preparation of this agreement.
13. Miscellaneous:
    1. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced to the minimum extent necessary to remove any portion of any such invalid, illegal or unenforceable provisions necessary to make the balance of such provision valid legal and enforceable.
    2. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section.
    3. This Agreement contains the entire agreement of the parties relating to the terms and conditions of the First Party’s engagement, and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof.
    4. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.
    5. Any notice pursuant to this Agreement shall be in writing signed by or by some person duly authorized sent under registered cover to the addresses of the Parties provided in the beginning hereof or by email.
14. Both parties agree that the content of this agreement will change from time to time based on changes occurring in the business environment, market and legislation. The first party will try their best to inform the second party of such changes using all available methods of communique. It is the second party’s duty to visit the terms and conditions page from time to time to keep themselves updated on any changes carried out to this agreement.
15. In the event of special requirements as, but not limited to, the First Party providing any equipment, hardware, software or another service beyond the scope of this agreement, the First party will sign a separate agreement with the Second Party, where this online agreement will not be applicable on such instances.