Practitioner Empanelment Agreement

I. Definitions

1.1. Unless the context otherwise appears, the following terms used in the present Agreement shall have the meaning assigned to them below:

1.1.1“Agreement” means this Practitioner empanelment agreement including all schedules, annexures, appendices and amendments thereto.

1.1.2“Anonymized and Aggregated Data” means aggregated data rendered irreversibly non-identifiable.

1.1.3“Applicable Law” means all applicable: (i) administrative interpretations, writs, injunctions, directions, directives, judgements, arbitral awards, decrees, orders or approvals of, or agreements with, any Governmental Authority; (ii) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, rule of common law, notifications, guidelines, directives or policies issued by any Governmental Authority; and as may be in force from time to time.

1.1.4“Consultation” means a discrete medical advisory service provided by a Practitioner, or a group of Practitioner, to a Patient through tele-consultation, audio-video means, written opinion, or an in-person meeting (if applicable). A Consultation may be availed by a Patient for obtaining a preliminary medical opinion, second opinion, follow-up advisory input, or initial assessment, whether as a standalone service or as part of any other service made available on the Platform.

1.1.5“Effective Date” means the date when the Practitioner has made the necessary payment for empanelment on the Platform;

1.1.6“Empaneled Practitioner Data” means the data received from the Empaneled Practitioner in relation to the Consultation including the Patient Data.

1.1.7“Governmental Authority” means: (i) any central, state, city, municipal or local government, governmental authority or political subdivision thereof having or purporting to have jurisdiction; or (ii) any agency or instrumentality of any of the authorities referred to in (i); or (iii) any regulatory or administrative authority, body or other organization having or purporting to have jurisdiction, to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organization have the force of Applicable Law; or (iv) any court or tribunal having jurisdiction; or (v) or any stock exchange.

1.1.8“Intellectual Property” means patents, trademarks, service marks, logos, get-up, trade names, brand names/ business identifiers, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, platform architecture, rights in know-how, confidential information, and other intellectual property rights including any modifications or improvements related thereto, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

1.1.9“Patient” means any person (including attendant/ guardian, where applicable) who accesses the Platform and/or registers on the Platform and/or is onboarded on the Platform for availing Consultation and/or any other services provided on the Platform.

1.1.10“Patient Data” shall include any information relating to a Patient, including name, contact details, demographic details, nationality, passport/ID details, clinical reports, imaging, diagnosis documents, prescriptions, consultation notes, treatment plans, admission records, discharge summaries, follow-up details, and any payment-related information.

1.1.11“Platform” means Ecuretrip's website, application, communication channels, dashboards, portals and any other electronic platform, interface or otherwise used for facilitation of the services contemplated under this Agreement.

1.1.12“Platform Service Level Policy” shall have the meaning ascribed to the term in Clause 4.1.

1.1.13“Platform Services” means the non-clinical and non-medical facilitation services provided by Ecuretrip including: (i) onboarding/ listing/ empanelment facilitation; (ii) scheduling and coordination of Consultations between Patient and Empaneled Practitioner; (iii) Patient communication facilitation; and/or (iv) care coordination assistance (if applicable), subject to the terms of this Agreement.

1.1.14“Practitioner” means duly qualified medical practitioners registered under the Applicable Law, who are authorized to provide Consultation to Patients introduced through the Platform/ Ecuretrip.

1.1.15“Profile Content” shall have the meaning as ascribed to the term in the Platform Service Level Policy.

1.1.16“Usage Data” means technical logs, telemetry, and activity data.

II. Empanelment, Scope and Parties

2.1Subject to the terms of this Agreement, the Empaneled Practitioner hereby agrees to be empaneled with Ecuretrip/ Platform for the purpose of providing Consultation to Patients introduced through Ecuretrip.

2.2Upon execution of this Agreement and completion of onboarding formalities as may be required by Ecuretrip, Ecuretrip shall be entitled to list/display the Empaneled Practitioner on the Platform, in such form and manner as Ecuretrip may determine from time to time, for the purpose of facilitating Patients to connect with the Empaneled Practitioner for Consultation, subject always to Applicable Law.

2.3The Empaneled Practitioner shall maintain accurate Profile Content and other data related to their profile, in accordance with the Platform Service Level Policy.

2.4Without prejudice to Ecuretrip's other rights and remedies under this Agreement, in case of breach, material service deficiency, regulatory concern, or in order to protect Patient's interest and/or reputation of Ecuretrip/ Platform, Ecuretrip shall have the right to:

• suspend or modify the listing/visibility of the Empaneled Practitioner on the Platform; and/or
• temporarily pause Patient introduction to the Empaneled Practitioner.

2.5The Parties agree that empanelment of the Empaneled Practitioner with Ecuretrip/ Platform does not guarantee any business for the Empaneled Practitioner, and Ecuretrip makes no such representation or warranty regarding any guaranteed business in any form whatsoever.

2.6In the event any document provided/ uploaded by the Patient on the Platform is found to be incomplete, inconsistent, incorrect, misleading or not satisfactory, the Empaneled Practitioner shall have the right to call for clarifications and additional documentation from such Patient, and Ecuretrip shall facilitate such communication and coordination between the Empaneled Practitioner and the Patient.

III. Fees and Payments

3.1In consideration for the use of the Platform and access to the Platform Services, Ecuretrip shall be entitled to levy and collect fees from the Patient, for services rendered by Ecuretrip, including but not limited to search and discovery of Practitioner, preparation of case summaries, facilitation of communication, and logistical coordination support. Such fees shall be collected through designated payment mechanisms on the Platform in the manner agreed between the Patient and Ecuretrip.

3.2In consideration for the services provided by Ecuretrip to the Empaneled Practitioner, including listing on the Platform, and the facilitation of Patient connections, Ecuretrip shall be entitled to levy and collect fees from the Empaneled Practitioner, where the amount, manner, and mode of collection of such fees shall be as mutually agreed between Ecuretrip and the Empaneled Practitioner separately, subject always to Applicable Law. Unless otherwise specifically agreed between the Parties in writing, an invoice raised by Ecuretrip on the Empaneled Practitioner shall become due immediately, and the Empaneled Practitioner shall affect settlement of such invoice or make the payment within 7 (seven) to 10 (ten) days from the date of receipt of Ecuretrip's invoice.

3.3The Parties agree that the fees for Consultation proposed to be rendered by the Empaneled Practitioner to the Patient on the Platform shall be determined by the Empaneled Practitioner himself/ herself.

3.4Subject to Applicable Law, Ecuretrip may facilitate collection of fees for Consultation proposed to be rendered by the Empaneled Practitioner to the Patient on the Platform, solely as a collection person on behalf of the Empaneled Practitioner and shall be entitled to retain or set-off its agreed fees and charges from such collections prior to remitting the balance amount to the Empaneled Practitioner, in a manner and timeframe as may be mutually agreed between the relevant parties.

3.5The Empaneled Practitioner shall invoice Patients for Consultation, and Ecuretrip shall invoice the Empaneled Practitioner and/or Patients for usage of the Platform and/or providing the Platform Services, as applicable.

3.6The Platform service charges/ fees, paid/ to be paid by the Practitioner to Ecuretrip are non-refundable.

IV. Platform Service Level Policies

4.1The Empaneled Practitioner agrees to comply with the service level policies of the Platform (“Platform Service Level Policy”), as published and updated by Ecuretrip from time to time, on the Platform. The current version of the Platform Service Level Policy is accessible at the following link – https://www.thebrownsage.com/service-level-policy. Ecuretrip reserves the right to algorithmically adjust search visibility, suspend, or delist the Empaneled Practitioner's profile for failure to maintain the metrics outlined in such policies.

V. Representations, Warranties and Covenants

5.1Representations and Warranties of the Empaneled Practitioner: The Empaneled Practitioner represents warrants and covenants to Ecuretrip the following:

5.1.1Regulatory Approvals. He/ She holds and shall maintain during the term of this Agreement all licences, registrations, permissions, approvals and authorisations required under Applicable Law for providing the Consultation. There is no pending regulatory order or direction which restrains the Empaneled Practitioner from providing the Consultation under this Agreement, and he/ she shall promptly inform Ecuretrip of any notice, enquiry, inspection, adverse report or proceedings which may impact patient safety, reputation or the Empaneled Practitioner's ability to perform his/her obligations hereunder.

5.1.2Accuracy and Honesty. The Empaneled Practitioner shall not make any false, misleading or unsubstantiated representation to Patients' regarding services, outcomes, timelines, success rates, cure probabilities, costs or estimated duration of treatment. To maintain the transparency and quality of the services, the Empaneled Practitioner represents to Ecuretrip that all tentative cost estimates communicated to Patients through Ecuretrip/ Platform shall be accurate, transparent, and not misleading. The Empaneled Practitioner has not and shall not suppress material facts regarding pending litigations, regulatory issues, suspensions, blacklisting, or serious adverse events which may reasonably affect Patient safety and/or Ecuretrip's reputation.

5.1.3Compliance with Telemedicine/ Online Consultation Requirements. Where Consultation is provided on the Platform or through video/ phone/ written opinion or other remote mode, the Empaneled Practitioner shall ensure compliance with all applicable telemedicine/ online consultation requirements under Applicable Law and applicable professional guidelines including Telemedicine Practice Guidelines, 2020, as applicable. The Empaneled Practitioner bears the absolute statutory responsibility to verify the Patient's identity, age, and determine whether the specific medical condition is suitable for a telemedicine consultation versus an in-person examination.

5.1.4No Prohibited Practices. The Empaneled Practitioner shall not engage in any unlawful, unethical or prohibited practices including inducements, kickbacks, fraudulent billing or mis-selling of services in relation to Patients introduced through Ecuretrip/ Platform.

5.1.5Maintenance of Records. The Empaneled Practitioner shall maintain, to the extent applicable, proper clinical records, admission records, treatment records, consent records (including patient consents etc.), bills and invoices for each Patient in accordance with Applicable Law and shall provide necessary documentation and/or invoices to Ecuretrip, as and when requested, for the purpose of completion of its legal obligations/ compliances herein, audit requirements or otherwise.

5.1.6Issuance of Medical Invoice/ Receipt. The Empaneled Practitioner shall issue proper medical invoices/ receipts to Patients for Consultation and shall remain solely responsible for accuracy and legality of invoicing, including tax compliance, if required under the Applicable Law.

5.1.7Non-Circumvention. The Empaneled Practitioner shall not bypass Ecuretrip and deal directly with any Ecuretrip introduced Patient in a manner intended to undermine Ecuretrip's commercial rights.

5.1.8Non-Discrimination. The Empaneled Practitioner shall not discriminate against any Patient introduced by Ecuretrip on the basis of nationality, language, religion or payment mode and shall ensure dignified, uniform service standards.

5.2Representations and Warranties of Ecuretrip: Ecuretrip hereby represents, warrants and covenants to the Empaneled Practitioner that:

5.2.1Ecuretrip has the requisite authority and capacity to enter into and perform its obligations under this Agreement.

5.2.2Ecuretrip provides Platform Services as a facilitator/ platform for connecting Patients with Empaneled Practitioner and vice versa and does not provide any Consultation and/or practice medicine in any manner whatsoever.

5.2.3Ecuretrip shall use commercially reasonable efforts to facilitate Patient access and coordination, subject to operational considerations.

5.3Any breach of the representations, warranties or compliance obligations under this Clause by the Empaneled Practitioner shall be treated as a “Serious Breach”.

5.4Without prejudice to other rights and remedies including invocation of indemnity and/or termination in accordance with this Agreement, upon occurrence of Serious Breach, Ecuretrip shall be entitled to require immediate corrective steps from the Empaneled Practitioner within a fixed timeline, to the extent such Serious Breach is curable.

VI. Confidentiality and Data Protection

6.1Confidentiality Obligations. Each Party acknowledges that during the course of this Agreement, it may have access to confidential and proprietary information of the other Party. Each Party (“Receiving Party”) shall maintain strict confidentiality of all non-public information disclosed by the other Party (“Disclosing Party”), whether orally, visually, electronically, or in writing. “Confidential Information” shall include, without limitation: (a) commercial and operational data encompassing commercial terms, service fee structures, business processes, marketing and growth strategies, active patient lists, and details of its vendor and partner networks; (b) Platform technology and know-how consisting of all Intellectual Property and proprietary materials, whether registered or not, including but not limited to the Platform's architecture, technology, software (in both source and object code), algorithms, proprietary workflows, Patient's treatment process and mechanisms, user interface designs, templates, all data and analytics generated from the operation of the Platform (excluding identifiable Patient Data unless anonymized), and all technical and non-technical know-how, including negative know-how and the results of failed or successful research and development; and (c) Patient Data.

6.2The Receiving Party shall use the Confidential Information solely for the performance of its obligations under this Agreement. The Receiving Party shall not disclose the same to any third party, except to its employees, personnel, consultants, professional advisors, auditors, or affiliates strictly on a “need-to-know” basis, provided such persons are bound by written confidentiality obligations at least as stringent as those contained herein. The Receiving Party shall remain vicariously liable for any breach of confidentiality by its personnel or representatives.

6.3Exceptions to Confidentiality. The obligations of confidentiality shall not apply to information which: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully in the Receiving Party's possession from an independent third party without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed pursuant to Applicable Law or a valid order of a court or competent authority. Provided that, in the event of a required disclosure under sub-clause (d), the Disclosing Party shall, to the extent legally permissible, provide prompt written notice to the other Party and cooperate in seeking a protective order or limiting such disclosure.

6.4Patient Data Sensitivity and Usage Restrictions. The Parties acknowledge that Patient Data constitutes “Sensitive Personal Data” under the extent Applicable Law and shall be handled with the highest degree of confidentiality and security. Patient Data shared by Ecuretrip or the Patient shall be used by the Empaneled Practitioner strictly for the limited purpose of: (a) facilitating services under this Agreement; (b) conducting medical treatment and procedures; (c) managing logistics specifically authorized to be performed/ provided by the Empaneled Practitioner; and (d) legal/regulatory compliance. The Empaneled Practitioner strictly undertakes that it shall not use Patient Data accessed through the Platform for direct marketing, solicitation, cross-selling of other services, or promotional communications without the prior explicit written consent of the Patient.

6.5Compliance with Data Protection Laws. Each Party shall comply with all Applicable Law relating to privacy and data protection, including the Digital Personal Data Protection Act, 2023 (as and when fully implemented), the Information Technology Act, 2000, and rules made thereunder. In this regard, the Empaneled Practitioner shall ensure its staff and affiliates comply with all applicable medical ethics and data privacy standards. The Parties acknowledge that Ecuretrip acts as a technology facilitator through the Platform. Ecuretrip shall not be responsible for the Empaneled Practitioner's statutory obligations regarding the maintenance, retention, or privacy of clinical medical records generated during treatment for Consultation. Notwithstanding anything to the contrary contained in this Agreement, Ecuretrip shall retain the right to maintain Anonymized and Aggregated Data derived from the services for analytical and product improvement purposes in perpetuity, subject to Applicable Law.

6.6Consents and Authorizations. Ecuretrip shall obtain electronic consent from Patients (through click-wrap/ checkbox mechanisms) for sharing the necessary data with the Empaneled Practitioner for the purpose of commencement of the services hereunder. The Parties agree such electronic records are valid proof of consent. The Empaneled Practitioner shall be solely responsible for obtaining all necessary consents for medical diagnosis and treatment, including but not limited to risk disclosures, and follow-up instructions, in accordance with standard medical practice. Ecuretrip bears no liability for the sufficiency or validity of such consents. It is specifically agreed between the Parties that the Empaneled Practitioner acts as the “Data Fiduciary” for all Patient Data and is solely responsible for obtaining consent for medical diagnosis and treatment under the relevant Data Protection Laws, while Ecuretrip is merely a “Data Processor” or a separate fiduciary strictly for Usage Data.

6.7Data Security and Breach Notification. Each Party shall implement reasonable and appropriate technical and organisational safeguards (including encryption and access controls) to protect Confidential Information against unauthorised access, usage, loss, or destruction. In the event of any actual or suspected data breach, cyber incident, or unauthorized access impacting Patient Data: (i) the affected Party shall promptly and without undue delay notify the other Party in writing, upon becoming aware of the incident; (ii) the affected Party shall take immediate mitigation measures and cooperate fully in any investigation; and (iii) where such breach is attributable to the negligence, act, or omission of the Empaneled Practitioner, the Empaneled Practitioner shall indemnify and hold harmless Ecuretrip from and against all resulting losses, penalties, patient claims, and legal costs.

6.8Return and Destruction of Data. Upon termination or expiry of this Agreement, the Empaneled Practitioner shall return or permanently delete Ecuretrip's Confidential Information. However, the Empaneled Practitioner may retain Patient's medical documentation to the extent mandatorily required under the Applicable Law for medical record retention. Ecuretrip shall have no obligation to store such records beyond what is necessary for Platform facilitation and/or under the Applicable Law.

6.9The obligations under these Clauses 6.1 to 6.8 shall survive the termination or expiry of this Agreement for a period of 5 (five) years. However, obligations protecting Patient Data and trade secrets shall survive consistently with the requirements of Applicable Law.

6.10No Exclusive Third-Party Arrangements. The Empaneled Practitioner covenants that during the term of this Agreement, it shall not enter into any “Exclusive” arrangement with any third-party aggregator or facilitator that would preclude the Empaneled Practitioner from accepting Patients from Ecuretrip. The Empaneled Practitioner shall, prior to entering into any materially similar arrangement with a third-party platform intimate Ecuretrip in writing at least 30 (thirty) days in advance. The Empaneled Practitioner shall not use Ecuretrip's leads, patient references, or proprietary fee structures to negotiate or execute arrangements with any third-party competitor.

6.11Non-Solicitation. The Empaneled Practitioner shall not, during the Term and for 12 (twelve) months thereafter, directly or indirectly solicit or employ any employee or consultant of Ecuretrip, who was involved in the performance of this Agreement, in any manner whatsoever.

VII. Intellectual Property

7.1Each Party shall retain all rights, title and interest in and to its respective Intellectual Property.

7.2Nothing contained in this Agreement shall be construed as transfer, assignment, license, or creation of any right in the Intellectual Property of either Party except as expressly set out herein.

7.3The Empaneled Practitioner acknowledges that the Platform's architecture, Ecuretrip's workflows, patient treatment processes, templates, standard operating formats, data analytics, commercial structure, and the manner of Platform operations constitute Ecuretrip's Confidential Information and proprietary material/ trade secrets. The Empaneled Practitioner shall not, during or after the Term of this Agreement, copy, replicate, reverse engineer, or use the same for any purpose, including to develop, build, or operate a competing business model or technology/ software platform, other than exploiting the services under this Agreement.

7.4During the Term of this Agreement, (a) Ecuretrip grants the Empaneled Practitioner a limited, revocable, non-transferable and non-exclusive right to use Ecuretrip's name, brand, and logo solely for the purpose of identifying Ecuretrip as an empaneled service provider on the website of the Empaneled Practitioner, if any, subject to compliance with this Agreement; and (b) the Empaneled Practitioner grants Ecuretrip a limited, revocable, non-transferable and non-exclusive right to use his/her name, brand, logo, and basic profile information for (i) listing on the Platform; and/or (ii) facilitating Patient access, consultation and service journeys; and/or (iii) marketing and promotional activities under this Agreement, subject to Applicable Law.

7.5Each Party shall comply with the other Party's brand usage guidelines, if provided, and shall not distort, modify or misuse the other Party's brand assets. Neither Party shall publish or circulate any co-branded content using the other Party's name/logo without prior approval in writing.

7.6The Parties agree to participate in mutual co-branding efforts including promotional materials, digital campaigns, brochures, presentations, case studies and similar marketing initiatives for the purpose of promotion of facilitation to access lawful healthcare services, which shall always be subject to: (a) Applicable Law; (b) professional/ ethical medical advertising standards; and (c) prior written approval by both Parties of the proposed materials (email approval shall suffice). The Parties explicitly agree that no marketing material shall make claims regarding the cure, diagnosis, or prevention of diseases specified under the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954, including but not limited to cancer.

7.7The Empaneled Practitioner shall ensure that any his/her images/ name/ designation is compliant with Applicable Law and professional guidelines, and Ecuretrip shall not be liable for breaches of the same by the Empaneled Practitioner in any manner whatsoever.

7.8Neither Party shall represent that it is authorised to provide the other Party's services. The Empaneled Practitioner shall not: (a) represent Ecuretrip as its agent, franchisee or representative; (b) use Ecuretrip's name, brand or logo to imply medical endorsement, guarantee of treatment, guarantee of outcome or clinical approval; or (c) claim “official partner” status except as expressly agreed in writing.

7.9The Empaneled Practitioner grants Ecuretrip a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any “work product”, suggestion, enhancement request, recommendation, correction, or other feedback provided by the Empaneled Practitioner (“Improvements”). All such feedback, modifications, derivatives, or Improvements to the Platform based thereon shall be the sole and exclusive property of Ecuretrip.

7.10Notwithstanding anything to the contrary, Ecuretrip may collect and analyze (a) Usage Data to improve the Platform; and (b) Empaneled Practitioner Data where Ecuretrip shall be permitted to use such data strictly for: (i) providing the services on the Platform under this Agreement; and (ii) generating Anonymized and Aggregated Data. Ecuretrip shall own all right, title, and interest in such Anonymized and Aggregated Data and may use it for benchmarking, development of new features, and diagnostic purposes, provided that Ecuretrip shall not disclose any data in a manner that creates a reasonable risk of re-identification of any Patient or the Empaneled Practitioner itself.

7.11Ecuretrip may, at its sole discretion, run promotional campaigns on its Platform. The Empaneled Practitioner grants Ecuretrip a royalty-free, worldwide license to use its trademarks, logos, and photos for such digital marketing campaigns to drive traffic to the Platform, subject always to Applicable Law.

VIII. Term and Termination

8.1This Agreement shall commence on the Effective Date and shall remain valid for a period of 3 (three) years (“Initial Term”), subject to automatic renewal for an additional period of 2 (two) years from the expiry of Initial Term, unless terminated earlier in accordance with this Agreement (“Term”).

8.2The Agreement may be renewed upon mutual written consent of the Parties on such terms as may be agreed.

8.3Termination for Convenience. Either Party may terminate this Agreement for convenience, without assigning any reason, by giving at least 3 (three) months' prior written notice to the other Party. Termination for convenience shall not affect ongoing obligations and/or liabilities of the Empaneled Practitioner accrued until the date of such termination, which shall continue to survive.

8.4Termination for Cause. Ecuretrip may terminate this Agreement for cause, in writing, if the Empaneled Practitioner commits a Material Breach (as defined below) and fails to cure such breach within 15 (fifteen) days from receipt of written intimation from Ecuretrip specifying the breach.

8.5For avoidance of doubt, a “Material Breach” by the Empaneled Practitioner shall include but not be limited to: (a) failure to pay the applicable fees to Ecuretrip, as and when due and payable, for continued listing on the Platform; (b) breach of principal-to-principal/ no-agency structure; (c) any regulatory non-compliance, suspension or material adverse action relating to licences, approvals or accreditations of the Empaneled Practitioner; (d) failure to resolve the dispute with the Patients within the timeline specified in the Ecuretrip's policies or as provided under the Applicable Law, whichever is earlier; (e) breach of non-circumvention provision; (f) misrepresentation to the Patients; and/or (g) breach of any covenant of the Agreement including any act/ omission causing hardship to the Patient.

8.6Immediate Termination. Notwithstanding anything contained elsewhere in this Agreement, Ecuretrip shall have the right to immediately suspend introductions and/or delist the Empaneled Practitioner from the Platform, with prior intimation, and/or terminate this Agreement with immediate effect, in case of (a) occurrence of serious adverse events causing harm to the Patient safety; (b) fraud, wilful misconduct, gross negligence or unethical or unlawful practices, whether involving death, or serious injury to any Patient or not; (c) any regulatory action/ inspection/ report/ notice/ order which may significantly impact Patient's safety, Empaneled Practitioner's credibility, or ability to provide Consultation including receipt of regulatory notice for breach of code of ethics; (d) any incident causing or likely to cause reputational harm to Ecuretrip, in the sole opinion of Ecuretrip; (e) habitual commission of Material Breach by the Empaneled Practitioner for more than 3 (three) times in a calendar year; (f) violation of Clauses 6.1 to 6.8 hereunder (confidentiality, data breach, or unauthorised disclosure of Patient Data attributable to the Empaneled Practitioner); (g) if Ecuretrip receives an order from a competent court or the appropriate Governmental Authority directing the removal of the Empaneled Practitioner from the Platform or highlighting significant uncurable non-compliance; and/or (h) violation of Platform Service Level Policy for more than 3 (three) times in a consecutive period of 6 (six) months.

8.7During the notice period including cure periods specified in Clauses 8.3 and/or 8.4 above, Ecuretrip shall have the right to modify the visibility of the Empaneled Practitioner on the Platform.

8.8Upon expiry or termination of this Agreement, irrespective of any reason: (a) cessation of branding/ listing: each Party shall immediately cease using the other Party's name, logo, trademark and branding. Ecuretrip shall have the right to remove/ delist the Empaneled Practitioner from its Platform and all kinds of marketing material. Any continued use shall require explicit written permission from such Party; (b) no misrepresentation: the Empaneled Practitioner shall not hold itself out as empaneled with Ecuretrip or affiliated with Ecuretrip after termination, including through its websites, brochures and social media; (c) pending patient handling: termination shall not prejudice the right of Patients already onboarded by the Empaneled Practitioner, in accordance with the agreements entered into with such Patients. The Empaneled Practitioner shall continue to provide Consultation and honour commitments for all Patients who have commenced transaction prior to termination, unless medically or legally impossible; (d) the Empaneled Practitioner shall continue to remain fully responsible for Patient claims relating to Consultation including any “fallback liability” that may be imputed to Ecuretrip under the Consumer Protection (E-Commerce) Rules, 2020 due to the Empaneled Practitioner's negligence or failure to deliver Consultation, even if the same arises after termination in respect of transactions initiated during the Term; (e) returning: Each Party shall return/ delete the other Party's Confidential Information in accordance with Clause 6.8 hereinabove; and (f) no waiver of rights: Termination shall not limit either Party's right to pursue claims, damages or indemnities accrued prior to termination.

8.9Except as otherwise provided in this Agreement, the Parties hereby agree that termination of this Agreement in accordance with the provisions of this Agreement shall not release or prejudice any provision which by its nature is intended to survive termination, including the provisions relating to accrual of fees for the services to either of the Parties until the date of termination as well as Clauses 1, 6.9, 6,11, 8.8, 8.9, 9, 10, and 11.

8.10Notwithstanding anything to the contrary contained in this Agreement, where the Empaneled Practitioner has informed Ecuretrip in writing of its intention to delist from the Platform upon expiry of its then current subscription period, or in such other manner as may be prescribed by Ecuretrip, this Agreement may, at Ecuretrip's sole discretion, be deemed to stand terminated with effect from the expiry of such subscription period, save for any pre-agreed commitments that are required to survive. In such circumstances, Ecuretrip shall not be obliged to issue any separate notice or intimation to the Empaneled Practitioner regarding such termination.

IX. Indemnity

9.1The Empaneled Practitioner shall indemnify, defend and hold harmless Ecuretrip, its directors, officers, employees, representatives, agents and affiliates (“Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, fines, penalties, demands, actions, proceedings, investigations, deficiency claims, consumer complaints, costs and expenses (including reasonable legal fees and expenses), (“Losses”), arising out of or in connection with (i) any Consultation rendered, including medical negligence, malpractice, deficiency in service, adverse outcomes, “fallback liability” under e-commerce laws, or any incidents arising in the course of Consulation; (ii) any delay, rescheduling, or cancellation of Consultation attributable to the Empaneled Practitioner; (iii) any false assurances, inflated success rates, or breach of Applicable Law, including licensing violations and breaches of the National Medical Commission's Code of Ethics; and/or (iv) any breach of the terms of this Agreement by the Empaneled Practitioner or its staff including confidentiality, unauthorized disclosure of Patient Data, or third-party claims alleging Intellectual Property infringement due to Ecuretrip's permitted use of the Empaneled Practitioner's Intellectual Property or Profile Content.

9.2Ecuretrip shall notify the Empaneled Practitioner in writing of any claim (including any third-party claim) or proceeding for which indemnity is sought, along with reasonable details including the amounts claimed. It is clarified that the delivery of the above notice shall not preclude Ecuretrip from raising additional claims if after delivering such notice there is any increase in the extent of Losses than what was stated in the initial notice. The Empaneled Practitioner shall, within 7 (seven) days of receipt of the notice, reimburse to Ecuretrip an amount of the Losses. The Empaneled Practitioner shall promptly take over and conduct the defence of such claim through counsel reasonably acceptable to Ecuretrip. Ecuretrip shall have the right to participate in such defence at its own cost. The Empaneled Practitioner shall not settle any claim which: (a) imposes any liability or obligation upon Ecuretrip; (b) requires any admission of wrongdoing by Ecuretrip or involves criminal liability; or (c) adversely impacts Ecuretrip's reputation; without Ecuretrip's prior written consent. If the Empaneled Practitioner fails to defend or delays defence materially, Ecuretrip shall have the right to defend/ settle the claim and recover all related costs from the Empaneled Practitioner.

9.3Notwithstanding anything contained in this Agreement, the Parties acknowledge that Ecuretrip operates strictly as a technology intermediary under Section 79 of the Information Technology Act, 2000 and facilitator connecting Patients with the Empaneled Practitioner, exercising no control or ownership over the Consultation or any other medical services. Ecuretrip does not practice medicine, shall not render any medical services, and assumes no responsibility or liability for any medical decisions, diagnoses, prescriptions, treatment plans, clinical outcomes, acts, omissions, medical negligence, or scheduling commitments, all of which remain the sole professional responsibility of the Empaneled Practitioner and its staff. In no event shall Ecuretrip be liable to the Empaneled Practitioner or any Patient for any indirect, incidental, special, punitive, or consequential damages, and Ecuretrip's aggregate liability arising out of or in connection with this Agreement shall be strictly limited to INR 2,000 (Indian Rupees Two Thousand only), except in cases of proven fraud by Ecuretrip.

9.4The Empaneled Practitioner warrants that it maintains and will maintain comprehensive professional indemnity insurance of an adequate value during the Term.

X. Arbitration, Dispute Resolution and Governing Law

10.1The Parties shall endeavour to resolve amicably, through good faith discussions, any dispute, controversy or claim arising out of or relating to this Agreement, including its interpretation, performance, breach, termination or validity (“Dispute”). Upon occurrence of any Dispute, either Party may issue a written notice of Dispute describing the nature of the Dispute. The Parties shall attempt to resolve the Dispute within 15 (fifteen) days from the date of such notice (or such longer period as may be mutually agreed in writing).

10.2If the Dispute is not resolved amicably within the period specified in Clause 10.1, the Dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.

10.3The arbitral tribunal shall consist of a sole arbitrator appointed by Ecuretrip. The seat and venue of arbitration shall be Ahmedabad, Gujarat, and the arbitration proceedings shall be conducted in the English language.

10.4This Agreement shall be governed by and construed in accordance with the laws of India.

10.5Subject to arbitration clause above, the courts at Ahmedabad, Gujarat shall have exclusive jurisdiction in relation to the Disputes arising under this Agreement.

XI. Miscellaneous

11.1Entire Agreement. This Agreement read with Platform Service Level Policy and the terms and conditions available on the website supersedes all prior discussions and agreements (whether oral or written, including all correspondence), if any, between the Parties with respect to the subject matter hereof, and this Agreement together with Platform Service Level Policy and the terms and conditions available on the website (together with any amendments or modifications hereto and all annexures and schedules) constitutes the sole and entire agreement between the Parties with respect to such subject matter.

11.2Further Assurances. Each Party shall perform all further acts and things, as may be required by Applicable Law or as another Party may reasonably require for the purpose of giving full effect to the provisions of this Agreement and the transactions contemplated by it.

11.3No Partnership. Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed to constitute a partnership, joint venture, franchise, employer-employee, or association of persons between the Parties, nor constitute any Party as the agent of another Party for any purpose, or entitle any Party to commit or bind another Party in any manner. The Parties reaffirm the principal-to-principal nature of this Agreement.

11.4Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, but all of which together will constitute one and the same instrument. Delivery of executed signature pages by electronic transmission (via scanned PDF) will constitute effective and binding execution and delivery of this Agreement.

11.5Assignment. Neither this Agreement nor any right or obligation hereunder or part hereof may be assigned by any Party, except with the prior written consent of the other Party, provided however that Ecuretrip shall be entitled to transfer its rights, interest and obligations hereunder to any of its affiliate or successor entity as part of corporate restructuring, acquisition or business transfer, upon written intimation to the other Party.

11.6Waiver. No waiver of any provision of this Agreement or consent to any departure from it by any Party shall be effective unless it is in writing and signed by an authorized representative of the waiving Party. 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.

11.7Severability. In the event any provision of this Agreement is held to be invalid or unenforceable by any court or arbitrator with competent jurisdiction, the applicable court or arbitrator shall be authorized to use commercially reasonable efforts to amend or substitute such invalid, illegal or unenforceable provision with enforceable and valid provisions so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner and without renegotiation of any material terms and conditions herein in order that the transaction as set out in this Agreement can be consummated as originally contemplated to the greatest extent possible.

11.8Specific Performance. The Parties agree that damages may not be an adequate remedy (the Empaneled Practitioner hereby waives the claim or defence that an adequate remedy is available, whether under Applicable Law or contract) and the Parties may be entitled to an injunction, restraining order, right for recovery, specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate, 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 Applicable Law, contract or in equity, including without limitation, a right for damages.

11.9Force Majeure. Neither Party shall be liable for failure or delay in performance of its obligations under this Agreement if such failure or delay is caused by an event beyond its reasonable control, including acts of God, natural calamity, epidemic/ pandemic, government restrictions, war, strikes, civil disturbances, internet/ telecom failures, or any similar event (“Force Majeure Event”), provided the affected Party promptly notifies the other Party and takes reasonable mitigation measures. If a Force Majeure Event continues for more than 30 (thirty) days, either Party may terminate this Agreement by written notice to the other Party.

11.10Notices. All notices, demands or other communications under this Agreement shall be in writing and shall be deemed valid if delivered by hand, courier, registered post or email at the addresses mentioned below (or such other address as notified in writing).

Notices sent by email shall be deemed delivered upon successful transmission, provided no delivery failure message is received.

11.11Conflicting Terms. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and any other document or agreement entered into between the Parties in relation to providing Consultation, the terms and conditions of this Agreement shall prevail with respect to the subject matter covered here.

11.12Ecuretrip reserves the right to modify this Agreement at any time without giving Practitioner any prior notice. Practitioner's use of the Platform following any such modification constitutes Practitioner's agreement to follow and be bound by this Agreement as modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable to general and specific areas of the Platform are also considered as part of this Agreement. By agreeing to these terms, Practitioner also agrees to the terms of use, which are available at www.ecuretrip.com/ www.thebrownsage.com.