This Memorandum of Understanding (the "Agreement") is made

Between 

Diagnostar Health, hereinafter referred to as (“Diagnostar”), which expression shall, where the context so admits, include their Successors-in-title and Assigns) on the FIRST PART

And

…………………………………………………….. a Healthcare Facility, hereinafter referred to as (“Facility”), which expression shall, where the context so admits, include their Successors-in-title and Assigns) on the SECOND PART

(hereafter collectively referred to as the "Parties").

WHEREAS:

• Diagnostar provides telemedical services on its Diagnostar Telemedicine Platform “the Platform”

• Facility is a healthcare providing facility in the business of providing healthcare services including but not limited to the following;

• Pharmaceutical services and drug dispensation
• Diagnostic and laboratory services

• Diagnostar is desirous of integrating Facility onto the Platform to enhance services for its clients
• The undersigned parties agree to enter into an agreement to mutually promote and drive traffic to their facilities and/or Platform and increase demand.

NOW THEREFORE the parties have agreed as follows:

1.  DUTIES

1. Shall provide Diagnostar with a list of their services, prices and updates for onboarding, including updates on same. They shall also provide the following services;

1. Drugs (medications)/therapeutic agents, diagonistic and laboratory services
2. Access to medication inventory
3. Dispensation of medication to patients within 4-6hrs        
4. Improved patient adherence to medications

2. Facility shall give a 10% discount to Diagnostar Patients at their physical outlets, website or any other channels.
3. The said 10% discount shall be given by Facility to clients who are confirmed to be “Care-Plan” Patients from the Diagnostar platform or App.
4. In the event a “Pay as go” Patient is referred to the facility from the Diagnostar Platform, Facility shall charge such patient, and remit the 10% to Diagnostar.
5. Shall promptly pay Diagnostar for every service that has been delivered and concluded in 1(d) above
6. Shall give priority and prompt service delivery to patients from the Platform. Appointment times shall be allocated to the patients.
7. Facility shall upload all patient test results to the Platform, and notify Diagnostar via the platform or any other agreed mode of completion
8. Facility shall keep records of every “Care-Plan” and “Pay as you go” patients from Diagnostar, who visit and use their facilities.
9. Facility shall promote and/or refer Diagnostar platform to potential clients, to drive traffic to the platform and app.

2. DIAGNOSTARS DUTIES

1. Onboard Facility to the Platform.
2. Shall promote and ensure wide customer outreach for the Facility
3. Ensure an integration of the Facility into the Telehealth platform
4. Access to statistical data to improve sales         
5. Facilitate delivery from Facility to patient.
6. Shall promptly pay Facility for every service that has been delivered and concluded.
7. perform administrative and other non-telemedicine medical services tasks.

3. CONSIDERATION

The Consideration for this agreement shall be the

1. A higher influx of customers to Facility
2. Drive traffic to the Diagnostar Platform

4. ACCOUNTS

Parties shall meet to reconcile accounts.

Reconciliation shall be done quarterly under this agreement. Notwithstanding the foregoing, Parties may jointly agree to modify the time frame for reconciliations to suit demand or any other factors that might arise.

Outstanding payments on completed services provided by either Party under this agreement must be paid no later than four (4) weeks after completion. An interest rate of 10% on the amount owed, shall accrue monthly until payment.

5. EFFECTIVE DATES AND AMENDMENTS.

1. This Agreement shall take effect upon signing by both Parties and shall remain in effect for a period of One (1) year from that date unless earlier terminated.  Neither party may assign or transfer all or any portion of this Agreement without the prior written consent of the other party.  The Agreement may be renewed at the end of this period by mutual written agreement by both Parties.  

6. PLATFORM.

Facility must use the Platform solely for its intended purposes in accordance with this Agreement. Facility may not sell, redistribute, reproduce or sublicense the Diagnostar Telemedicine Platform, or make it available to any third party, other than as expressly set forth in the Agreement. Facility must not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform, or any part thereof.

Diagnostar may, in its sole discretion, make any changes to the Platform that it deems necessary.

7. PROPRIETARY RIGHTS.

Except as expressly set forth in the Agreement, Diagnostar retains and reserves all rights, title and interest in and to the Platform, all services provided on the platform, all improvements, enhancements or modifications thereto; any software, applications, inventions or other technology developed in connection with the Telemedicine Platform Services; and all intellectual property and proprietary rights in and related to Diagnostar, its platform and/or any services provided on its platform.

8. CONFIDENTIALITY 

1. The Parties shall apply diligence and reasonable care to ensure that all confidential information and data relating to the business, financial, or other affairs of the Parties acquired, exchanged, transferred, transmitted or obtained by any of the Parties as a result of entering into this Agreement shall be treated and kept strictly confidential and shall not be disclosed to a third party without the prior written consent of any of the Parties concerned.

2. Upon termination of this Agreement, the receiving Party will surrender all such information and data to the disclosing Party and will not retain copies thereof in any form whatsoever.

9. TERMINATION

1. Either party may, without limiting its other remedies at law, terminate this Agreement if the other party materially breaches this Agreement and does not cure such breach within 30 days of receiving notice.

2. Irrespective of the foregoing;

1. Facility may terminate this Agreement at any time by notifying Diagnostar at least 7 (seven) days’ notice, after which the right to use Platform shall be terminated.
2. Diagnostar may suspend or terminate Facility’s access to the Platform at any time.
3. Diagnostar reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice.
4. After termination of this Agreement, Facility must immediately stop using the Diagnostar Platform, Diagnostar Telemedicine Services and Diagnostar Facility Account.

10. ENFORCEABILITY

1. This MOU is intended to be legally binding and represents a summary of the contractual or commercial aims of the Parties.

The Parties are duly authorized to enter into and execute this MOU including the signing of all other documents necessary to effect the objects of this MOU by the Parties’ Board or themselves. Such signature by both Parties may be made by telefacsimile.

11. DISCLAIMER.

The telemedicine platform services are provided “as is”. Diagnostar, to the maximum extent permitted by law, disclaim all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.

Without limiting the foregoing, except as expressly provided herein, Diagnostar does not provide any warranty that access to the platform will be uninterrupted or error free. Further, no Diagnostar party makes any representations or warranties with respect to services provided by third party technology services relating to the platform, including hosting and maintenance services. To the maximum extent permitted by law, Facility hereby waives any claim against each Diagnostar, relating to such technology services and agrees any such claim will, as between the applicable Diagnostar party and such service Facility, be solely against such service providers.

Additionally, notwithstanding anything to the contrary contained in these terms or in the activation sidebar, Facility acknowledges and agrees

1. no part of the telemedicine platform services constitutes the provision of legal advice or services in any manner, and
2. the telemedicine platform services do not ensure Facility’s compliance with applicable laws or regulations outside Nigeria.

12. INDEMNIFICATION

Parties shall indemnify, defend, and hold the other party including its directors, officers, employees, and agents harmless from any and all costs, expenses (including reasonable attorney's fees), losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages, or liabilities are based on the representation of the other party. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claims.

13. FORCE MAJEURE

If performance of this Agreement or any other obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control, and if the Party unable to carry out their obligations gives the other Party prompt written notice of the circumstances, then the obligations of the Party invoking this provision shall be suspended to the event necessary by such circumstances.

The term "Force Majeure" shall include, but is not limited to, acts of God, fire, explosion, vandalism, flood, storm, illness, injury, earthquake, general unavailability of essential materials, orders of military or civil authority, national emergencies, riots, strikes, lock-outs, work stoppages, or other labour disputes or supplier failures.

14. DISPUTES

The Parties hereby agree that, in the event of any dispute between the Parties relating to this Agreement, they shall first seek to resolve the dispute through informal discussions.  In the event any dispute cannot be resolved informally within sixty (60) calendar and consecutive days, the Parties agree that the dispute will be negotiated between the Parties through mediation. If Parties can agree on a mediator then the costs of mediation shall be shared equally by the Parties; Or it shall be referred to arbitration under the Rules of Arbitration. A single arbitrator shall preside over the tribunal and the arbitrator shall be appointed in accordance with the said Rules of Arbitration and in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria, 2004 or any statutory modification or amendment in force for the time being. The place of arbitration shall be Lagos, Nigeria and the language of the proceedings shall be the English language. The Parties shall be bound by an arbitration award rendered as a result of such arbitration as the final adjudication of such dispute.

15. ADDITIONAL PROVISIONS

If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.