Orange Health Partner Terms

1. Definitions

The following terms, when used in these Partner Terms or any Order Form, shall have the meanings ascribed below:

1.1 "Affiliates": of any Party means its holding company, subsidiaries, as well as any other entity Controlled or under common Control of such Party.

1.2 "Applicable Law": means any applicable national, state, local, or other law, statute, regulation, rule, by-law, ordinance, constitution, principle of common law, and includes notifications, guidelines, policies, directions, directives, judgments, decrees, and orders of any governmental authority, statutory authority, court, tribunal, or recognised stock exchange, having the force of law.

1.3 "Control": means the ability to effect influence by holding of securities or the ability to control the decision-making of the board of directors of any entity.

1.4 "End User": means individuals who are customers, employees, members, or otherwise affiliated with or accessible through the Partner who seek to purchase Services from Orange Health, either for themselves or for any other person (including their dependents).

1.5 "End User Issue": means any claim, complaint, grievance, or issue raised by an End User in relation to Orange Health's Services.

1.6 "Intellectual Property Rights": means all proprietary rights in any material or work of authorship, whether registrable or not, and granted protection anywhere in the world, including copyrights, trademarks, patents, trade secrets, designs, and any other such proprietary rights.

1.7 "Model": means the specific arrangement pursuant to which End Users avail the Services of Orange Health, which could inter alia mean a health or check-up camp, a pre-scheduled appointment, or any other arrangement, the details of which will be set out in the applicable Order Form.

1.8 "OH Platform": means the technology-based platform, whether in the form of a website, app, or such other mode, that is relied upon by Orange Health to communicate with its customers in the course of or after rendering the Services.

1.9 "Order Form": means any order form executed by the Parties that incorporates these Partner Terms, and includes the schedules and annexures to such order form.

1.10 "Party" / "Parties": means Orange Health and Partner, individually and collectively, as the context may require.

1.11 "Personnel": means, in relation to any Party, its directors, officers, employees, contractors, subcontractors, agents, and representatives.

1.12 "Services": means the diagnostic services set out in the applicable Order Form as may be amended by Orange Health from time to time.

2. Services

2.1 Orange Health is engaged in the business of providing diagnostic services including collection of samples at home and delivery of diagnostic reports to the End Users, and shall render Services as per the terms and during the time periods set out in the applicable Order Form. The obligation of Orange Health to render Services arises only upon execution of an Order Form by both Parties.

2.2 Orange Health will exercise due diligence in the provision of Services. However, Partner acknowledges that delivery timelines and payment milestones indicated on the OH Platform are good-faith estimates and do not constitute final delivery dates. Several logistical, operational, and technological factors work in tandem for Orange Health to render Services in a timely manner, and such timelines are reasonable estimates only.

2.3 Partner acknowledges that End Users shall be bound by Orange Health's policies, terms of use, and privacy policy as amended from time to time. Orange Health reserves the right to refuse to provide Services to any End User for any good-faith reason.

2.4 Orange Health may, at its sole discretion, subcontract a portion or the complete delivery of the Services.

3. Non-Solicitation and Non-Compete

3.1 During the Term of any Order Form and for a period of 12 (twelve) months after termination or expiration thereof, neither Party shall directly or indirectly solicit for employment, employ, hire, or engage as a consultant or employee any person employed at that time or within the preceding year by the other Party or any subsidiary thereof. Nothing herein shall apply to individuals hired pursuant to general recruitment advertisements made by either Party over mass media communication channels including social media.

3.2 This is a non-exclusive arrangement and neither Party is required to deal exclusively with the other Party.

4. Payment

4.1 Payment arrangements shall vary based on the applicable Model and shall be set out in the Order Form. In the event of a discrepancy between these Partner Terms and an Order Form in relation to payment arrangements, the terms of the Order Form shall prevail.

4.2 Where any payment is to be made by Partner to Orange Health, such payment must be completed within the credit period specified in the Order Form, in full and without any deduction or set-off. Any delay in payment by Partner shall carry late payment interest of 1.5% per month from the due date until the date of actual payment. Notwithstanding the preceding, the Parties agree that Orange Health shall have the right to either suspend or terminate (in its sole discretion) the Agreement in case of any delay in payment. Orange Health is registered as a small enterprise pursuant to Applicable Law which entitles it special rights and remedies which it may exercise in its sole discretion.

4.3 Each Party shall be responsible for its own respective direct and indirect taxes and all other compliances required in that respect under Applicable Law.

5. End User Data and Privacy

5.1 Orange Health is the data fiduciary of all data, including personal data and sensitive personal data, of End Users. Partner shall provide or facilitate to provide Orange Health the necessary details and information from End Users to enable Orange Health to fulfil its obligations in a timely manner.

5.2 Orange Health is entitled to use End User data, including personal data and sensitive personal data, for the purposes of rendering the Services, administering and maintaining the OH Platform, comply with various statutory requirements under applicable laws and other related purposes.

5.3 Partner shall provide Orange Health with accurate and complete information regarding End Users. Partner represents and warrants that it has obtained all necessary consents and permissions from End Users to share their information with Orange Health and for Orange Health to use such information as contemplated under these Partner Terms.

5.4 Orange Health may share reports resulting from the Services with Partner, where Partner chooses to share such reports with End Users. It shall be the sole responsibility of Partner to procure appropriate authorization and consent from the End User to access, receive, or transmit such reports. Partner acknowledges that such reports are likely to carry sensitive personal data and undertakes to take all appropriate steps, including instituting adequate report handling measures.

5.5 Partner shall on demand indemnify, defend, and hold harmless Orange Health from any loss, damage, or expense arising out of or in connection with any third-party claim relating to a breach by Partner of its obligations to secure consents and authorizations from End Users as set out in this Clause 5.

6. End User Issue Management

6.1 Orange Health reserves the sole right to manage and address all End User Issues. If Partner receives any End User Issue, it shall promptly notify Orange Health and shall not independently resolve or respond to such issue without Orange Health's prior written consent.

6.2 Partner shall cooperate with Orange Health in resolving End User Issues and shall provide all necessary information and assistance as reasonably requested. Partner shall not make any commitments, representations, or warranties to End Users regarding Orange Health's Services without Orange Health's prior written approval.

7. Representations and Warranties

7.1 Each Party represents and warrants to the other that:

(a) it has the full right, power, and authority to enter into each Order Form and to perform its obligations thereunder;

(b) the execution, delivery, and performance of each Order Form have been duly authorised and do not violate any law, regulation, or contractual obligation binding on it; and

(c) it will comply with all Applicable Laws in performing its obligations.

7.2 Partner further represents and warrants that:

(a) it has legitimate relationships with the End Users and has the right to facilitate their access to Orange Health's Services;

(b) it will not engage in any deceptive, misleading, or unfair practices in its dealings with End Users; and

(c) it has obtained all necessary consents and approvals to share End User information with Orange Health as contemplated under these Partner Terms in accordance with the requirements under Applicable Law.

8. Indemnification

8.1 Each Party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party and its Affiliates, officers, directors, employees, agents, and representatives (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) any breach or alleged breach of any Order Form or these Partner Terms by the Indemnifying Party;

(b) any breach of representations and warranties made by the Indemnifying Party;

(c) any negligent or wilful acts or omissions of the Indemnifying Party; or

(d) any violation of Applicable Laws by the Indemnifying Party.

8.2 Partner shall additionally indemnify Orange Health from any claims arising out of Partner's relationship with End Users, including but not limited to claims relating to privacy violations, data breaches, or misrepresentation regarding Orange Health's Services.

8.3 The Indemnified Party shall promptly notify the Indemnifying Party of any claim for which indemnification is sought and shall cooperate in the defence of such claim. The Indemnifying Party shall have the right to control the defence and settlement of any such claim, provided that it shall not settle any claim in a manner that adversely affects the Indemnified Party without the Indemnified Party's prior written consent.

9. Limitation of Liability

9.1 To the maximum extent permitted by Applicable Law, in no event shall either Party be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunities, arising out of or in connection with any Order Form or these Partner Terms, whether in contract, tort, or otherwise, even if such Party has been advised of the possibility of such damages.

9.2 Except for liability arising from gross negligence, wilful misconduct, fraud, or breach of confidentiality obligations, each Party's total aggregate liability arising out of or related to any Order Form or these Partner Terms shall not exceed the total amounts paid or payable between the Parties under the applicable Order Form in the 3 (three) months preceding the event giving rise to such liability.

9.3 The limitations set forth in this Clause 9 shall not apply to any liability that cannot be limited by Applicable Law.

10. Term and Termination

10.1 Term. Each Order Form shall commence on its stated effective date and continue unless terminated earlier in accordance with this Clause 10. Fees set out in an Order Form may be revised during the subsistence of its term as communicated in writing by Orange Health to Partner. Termination of one Order Form shall not affect any other Order Forms then in force. Termination of the engagement between the Parties (by written mutual agreement or upon the last outstanding Order Form expiring or being terminated) shall result in all then-subsisting Order Forms being terminated.

10.2 Termination for Convenience. Either Party may terminate any Order Form for any reason by providing 7 (seven) days' prior written notice to the other Party.

10.3 Termination for Cause. Either Party may terminate any Order Form immediately upon written notice if:

(a) the other Party materially breaches any Order Form or these Partner Terms and fails to cure such breach within 30 days after receiving written notice thereof;

(b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for its business or assets; or

(c) the other Party ceases to conduct business in the normal course.

10.4 Effect of Termination. Upon termination or expiration of an Order Form:

(a) all rights and licences granted thereunder shall immediately cease;

(b) each Party shall return or destroy all Confidential Information of the other Party in its possession or control;

(c) all payment obligations accrued prior to termination shall survive and remain due and payable; and

(d) the Parties shall cooperate to ensure an orderly wind-down of Services to End Users who have ongoing service commitments.

10.5 Survival. Clauses 3 (Non-Solicitation and Non-Compete), 5 (End User Data and Privacy), 8 (Indemnification), 9 (Limitation of Liability), 11 (Confidentiality and Intellectual Property), 12 (ESG Compliance), and 13 (Miscellaneous) shall survive the termination or expiration of any Order Form.

11. Confidentiality and Intellectual Property

11.1 Each Party ("Receiving Party") agrees to maintain in strict confidence all Confidential Information disclosed to it by the other Party ("Disclosing Party"). "Confidential Information" means all non-public information, technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, engineering, hardware configuration information, marketing, finances, or other business information disclosed by the Disclosing Party.

11.2 Partner acknowledges and agrees that Orange Health is the sole and exclusive owner of all right, title, and interest in and to the OH Platform, including all associated software, technology, user interfaces, data, and Intellectual Property Rights. Nothing in any Order Form or these Partner Terms shall be construed as a transfer of ownership of any of the foregoing to Partner.

11.3 Orange Health grants Partner a revocable, limited, non-transferable, non-sublicensable right to use or display Orange Health's marks and logos ("OH Marks") solely for the purpose of discharging its obligations under the applicable Order Form. Partner shall ensure that all use of OH Marks strictly conforms to Orange Health's brand guidelines as communicated by Orange Health, and shall not reshape, resize, or obscure the OH Marks in any manner.

11.4 Nothing in any Order Form or these Partner Terms shall be deemed to grant any right, licence, or access to the OH Platform to Partner, except as expressly granted under Clause 11.3. All rights, title, and interest in the OH Platform shall solely vest with Orange Health.

11.5 Partner hereby grants Orange Health a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to use Partner's name, trademarks, and logos solely for the purpose of fulfilling the objectives of the applicable Order Form and marketing the partnership.

11.6 Neither Party shall use any Intellectual Property Rights, trademarks, or logos (including OH Marks) of the other Party for any marketing, advertising, or promotional purposes without prior written confirmation from the other Party, except as expressly permitted under Clauses 11.3 and 11.5.

12. ESG Compliance

Orange Health is committed to responsible and ethical business conduct. By executing an Order Form, Partner agrees to comply with the following obligations, and to ensure that its Personnel and subcontractors do the same.

12.1 Anti-Bribery and Anti-Corruption. Partner shall not, and shall ensure that its Personnel and subcontractors do not, directly or indirectly, offer, pay, promise, authorise, or accept any bribe, kickback, facilitation payment, or other improper advantage to or from any person, organisation, body corporate, or any other entity in connection with any Order Form or these Partner Terms. Partner shall comply with the Prevention of Corruption Act, 1988 and all other Applicable Laws relating to anti-bribery and anti-corruption. Partner shall maintain adequate procedures designed to prevent bribery and corruption within its organisation.

12.2 No Forced Labour. Partner shall not use, and shall ensure that its Personnel and subcontractors do not use, any form of forced, compulsory, bonded, trafficked, or prison labour in connection with the performance of any Order Form. Partner shall comply with the Bonded Labour System (Abolition) Act, 1976, the Contract Labour (Regulation and Abolition) Act, 1970, and all other Applicable Laws relating to labour practices. All work performed by Personnel shall be voluntary, and workers shall be free to terminate their employment or engagement in accordance with Applicable Law without threat, penalty, or adverse consequence.

12.3 No Child Labour. Partner shall not employ or engage, and shall ensure that its subcontractors do not employ or engage, any person below the age of 14 years in any capacity in connection with the performance of any Order Form. Partner shall not employ or engage any person below the age of 18 years in any work that is hazardous, harmful to health, or likely to be injurious to the physical, mental, spiritual, moral, or social development of such person. Partner shall comply with the Child Labour (Prohibition and Regulation) Amendment Act, 2016, and all other Applicable Laws relating to child labour, and shall take reasonable steps to verify the age of its Personnel.

12.4 Equal Opportunity and Non-Discrimination. Partner shall not discriminate against any employee, contractor, or End User on grounds of race, caste, religion, gender, pregnancy, sexual orientation, disability, age, nationality, or any other characteristic protected under Applicable Law. Partner shall maintain a safe, inclusive, and respectful working environment and shall take appropriate steps to address harassment or workplace misconduct.

12.5 Sanctions Compliance. Partner represents and warrants that it is not, and shall ensure that its Personnel and subcontractors are not, the subject of any economic or trade sanctions administered or enforced by any governmental or regulatory authority. Partner shall not take any action, directly or indirectly, that would cause Orange Health or its Affiliates to violate any applicable sanctions law or regulation.

12.6 Reporting and Whistleblower Protection. Partner shall promptly notify Orange Health in writing upon becoming aware of any actual or suspected breach of any obligation set out in this Clause 12. Partner shall not retaliate against, penalise, or take any adverse action against any employee or contractor who, in good faith, raises a concern or reports a violation relating to any matter covered by this Clause 12.

12.7 Consequences of Breach. Any material breach by Partner of its obligations under this Clause 12 shall entitle Orange Health to terminate all outstanding Order Forms with immediate effect, without any liability to Partner. Such termination shall be without prejudice to Orange Health's rights to seek any other remedy available under Applicable Law or equity.

13. Miscellaneous

13.1 Notice. Notices under any Order Form or these Partner Terms shall be provided in writing by speed post (acknowledgement due) and email to the addresses specified in the Order Form. Notices to Orange Health shall be addressed to: Orchard Healthcare Pvt Ltd, Floor 2, SV Towers, 80 Feet Rd, Near Indian Oil, 6th Block, Koramangala, Bengaluru, Karnataka 560095; compliance@orangehealth.in.

13.2 Assignment. Neither Party may assign or otherwise transfer any rights under any Order Form or these Partner Terms to any third party without the prior written consent of the other Party, except in the case of a merger, acquisition, or transfer of all or substantially all of its assets. Nothing herein shall restrict Orange Health from assigning any or all of its roles and responsibilities in rendering the Services to any of its Affiliates.

13.3 Dispute Resolution. Any dispute, difference, or claim arising out of or relating to any Order Form or these Partner Terms shall be resolved by arbitration before a tribunal of 3 (three) arbitrators, with 1 (one) arbitrator appointed by each Party and the two appointed arbitrators appointing the third. Appointment of the arbitral tribunal shall be completed within 30 (thirty) days of the date of receipt of the written notice of dispute. All proceedings shall be conducted in English and the seat and venue of arbitration shall be Bengaluru, India. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The award of the tribunal shall be final and binding. Nothing herein shall restrict either Party from seeking injunctive relief under Applicable Law.

13.4 Governing Law and Jurisdiction. These Partner Terms and each Order Form shall be governed by and construed in accordance with the laws of India. Subject to Clause 13.3, all disputes shall be subject to the exclusive jurisdiction of the courts in Bengaluru, India.

13.5 Relationship of Parties. Nothing in any Order Form or these Partner Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Each Party is an independent contractor.

13.6 Waiver and Severability. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default. If any provision of these Partner Terms or any Order Form is held to be unenforceable, it shall be enforced to the maximum extent permissible, and the remainder shall continue in full force and effect.

13.7 Force Majeure. Neither Party shall be liable for failure to perform or delay in performing any obligation to the extent such failure or delay results from causes beyond its reasonable control, including acts of God, fires, explosions, wars, insurrections, revolutions, strikes, labour unrest, earthquakes, floods, pandemics, epidemics, regulatory or quarantine restrictions, unforeseeable governmental restrictions, or failure by a third-party hosting provider or internet service provider. Upon subsiding of such force majeure event, the Parties will mutually agree on the terms for resumption of the Services, taking into account the changed circumstances.

13.8 Amendment. Orange Health may amend these Partner Terms by publishing a revised version. Such amendments shall take effect on the date of the revision, or such later date as Orange Health may specify in writing. Amendments to an executed Order Form require a written amendment signed by both Parties.

13.9 Entire Agreement. Each Order Form together with these Partner Terms constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior communications, representations, or agreements, whether written or oral.

13.10 Counterparts and Electronic Execution. Each Order Form may be executed in counterparts, each of which shall be deemed an original, and together shall constitute one instrument. Execution and exchange via electronic means (including PDF or e-signature) shall be valid and binding.