This Electronic Agreement (“Agreement”) executed on dated you clicked the “agree” button is made by and between :

Acssel Infotech Pvt. Ltd. a private limited company incorporated under the Companies Act, 2013 and Having CIN No. U74999MH2020PTC340290, PAN No. AATCA5190R And Having Its Registered Office At 306, Signature Business Park, Postal Colony, Chembur, Mumbai, Maharashtra, India, Pin – 400071, Represented By Its Authorised Signatory (Hereinafter Referred To As “Acssel IPL” Or The Party Of The First Part, “we” Which Expression unless repugnant to the context shall include its successors and assigns permitted by Second Part);

AND

Your Company or Individual and Address as provided in Login Details. Hereinafter collectively referred to as ‘Party of the Second Part’ or ‘Licensee’ (Which expression shall unless it be repugnant to the context or meaning thereof deem to mean and include legal heirs, successor, authorized representatives, executors, administrators and assigns);

1. Recitals

Acssel IPL owns all right, title, and interest in and to that certain computer program and documentation identified as Acssel Mediserve ("Software"), the functional specifications for which are set forth;

Acssel IPL desires to provide software on use purpose, on License basis without the title or code to Software Licensee, and Software Licensee desires to use it on License basis. This Non-Disclosure Agreement (NDA) and Data Processing Agreement (DPA) including its Exhibits details the parties’ obligations on the protection of Personal Data associated with Our Processing of Your Personal Data within the scope of the applicable Order or any agreement between You And Acssel IPL for providing Services (hereinafter, the “Agreement”). The duration of this NDA & DPA shall be the same as the License Agreement Term.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Acssel IPL and Software Licensee, intending to be legally bound, hereby agree as follows:

2. Confidential Information

In NDA & DPA agreement, "Confidential Information" shall include, without limitation:

• Clinical Information - of Patient which will include patients records His personal Clinical information, His consultation reports, Admission reports, Procedure reports, Medicine reports, Investigation reports, Discharge reports and Clinical outcome. Specially In case of IVF patients his/her IVF/ART reports, IVF cycle Information, Embryological and Andrological Information, and Cryopreservation records. In Case of Cosmetology Dental & Physiotherapy patients treatment record, In case of Pharmacy, patients medicine records.

• Business Information – of both parties, which will be inclusive of Business plans, Expansion plans, Pricing structures, Financial records, Revenue reports, Technical Information, Vendor information, Contracts, Marketing strategies and Operational methodologies.

• Technical Information - of Acssel IPL which will include Software architecture, Source code, APIs, Security configurations, Access controls and of the licensee’s Databases, Infrastructure details and User credentials.

• Organizational Information - of both parties, which will be inclusive of SOPs, Employee information, Policies, Management reports, Workflows and Internal communications.

3. Non-Disclosure Obligation of Acssel IPL & Licensee

Acssel IPL and Licensee both parties should maintain strict confidentiality of all Confidential Information, use Confidential Information solely for the purposes of this engagement, Do not disclose Confidential Information to any third party without prior written consent of each other’s Management, restrict access only to employees or consultants having a legitimate need to know basis, ensure all such personnel remain bound by confidentiality obligations no less restrictive than those contained herein.

4. Processing of Personal Data

1. With regard to the Processing of Personal Data, You are the controller and determine the purposes and means of Processing of Personal Data You provide to Us (“Controller”) and You appoint Us as a processor (“Processor”) to process such Personal Data (hereinafter, “Data”) on Your behalf (hereinafter, “Processing”).

2. You shall be solely responsible for compliance with Your obligations under the applicable Data Protection Laws, including, but not limited to, the lawful disclosure and transfer of Personal Data to Us by upload of source data into the Cloud Service or otherwise.

3. Processing shall include all activities detailed in this Agreement and the instructions issued by You. You may, in writing, modify, amend, or replace such instructions by issuing such further instructions to the point of contact designated by Us. Instructions not foreseen in or covered by the Agreement shall be treated as requests for changes. You shall, without undue delay, confirm in writing any instruction issued orally. Where We believe that an instruction would be in breach of applicable law, We shall notify You of such belief without undue delay. We shall be entitled to suspend performance on such instruction until You confirm or modify such instruction.

4. We shall ensure that all personnel involved in Processing of Customer Data and other such persons as may be involved in Processing shall only do so within the scope of the instructions. We shall ensure that any person Processing Customer Data is subject to confidentiality obligations similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Processing.

5. Data Security

1. Acssel IPL shall implement technical and organizational measures and safeguards that ensure the adequate protection of Customer Data, confidentiality, integrity, availability and resilience of processing systems and services and shall implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing. It shall be Your responsibility to familiarize Yourself with these measures and to assess whether they ensure a level of security appropriate to the risk.

2. We reserve the right to modify the measures and safeguards implemented, provided, however, that the level of security shall not materially decrease during a license Term.

6. Obligations of Acssel IPL

1. Acssel IPL shall not use any patient data, clinical data, embryology data, operational data, financial data or business information for product development, benchmarking, artificial intelligence training, machine learning models, marketing materials, case studies or any commercial purpose without the prior written consent of Licensee.

2. Acssel IPL shall implement industry-standard security controls, maintain encryption of data at rest and in transit wherever applicable, maintain audit logs, prevent unauthorized access and disclosure, alteration or destruction of data.

3. We shall notify You without undue delay after We become aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, stored or otherwise processed by Us or Our sub-processors (“Security Incident”).

4. We shall use best efforts to identify the cause of such Security Incident and take the measures We deem necessary and within Our control for remediating and securing Customer Data; We shall coordinate such efforts with You without undue delay. We shall correct or erase Customer Data if instructed by You and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of Processing is impossible, We shall, based on Your instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all data or return the same to You.

5. In specific cases designated by You, such Customer Data shall be stored or handed over. The associated cost for doing so and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. We shall, upon termination of Processing and upon Your instruction, return all Customer Data, carrier media and other materials to You or delete the same after clearance from finance tam that no dues are pending on licensee.

6. Where a data subject asserts any claims against You in accordance with mistake you do, We shall, where possible, support You in defending against such claims, at Your cost.

7. Obligations of Licensee

1. Licensee shall maintain appropriate administrative, technical and physical safeguards, restrict access through role-based controls, prevent unauthorized access and disclosure, alteration or destruction of data.

2. You shall notify Us without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data protection detected by You in the results of Our work.

3. Where a data subject asserts any claims against Us in accordance with problems from our part, You shall, where possible, support Us in defending against such claims, at Our cost.

4. You shall notify Our point of contact listed in here for any issues related to data protection arising out of or in connection with the Agreement.

8. Data Subjects Rights

1. All patient confidential data, operational data, financial data, reports, documents and records generated through the software shall remain the sole and exclusive property of Licensee. Nothing contained herein shall transfer any ownership rights of such data to Acssel IPL, and Acssel will not claim ownership, retain ownership, sell, license, monetize, analyse for commercial purposes or share with third parties without prior written consent from the management of Licensee.

2. Licensee shall have rights to export data, download data, backup data, migrate data and obtain database copies. If any additional cost is required for this will be paid by the licensee.

3. Where a data subject asserts claims for rectification, erasure or access to Us, and where We are able to correlate the data subject to You, based on the information provided by the data subject, We shall refer such data subject to You without undue delay. We shall support You, where possible, and based upon Your instruction insofar as agreed upon. We shall not be liable in cases where You fail to respond to the data subject’s request completely, correctly, or in a timely manner. Notwithstanding the foregoing, if Your employee submits a data subject request in relation to Online Training Cloud, You agree that we can fulfil such request without Your further approval.

4. We shall support You, in so far as is agreed upon by the parties, and where possible for Us, in fulfilling data subjects’ requests and claims.

   1. We shall document and, upon request, provide such documentation of Our compliance with the obligations agreed upon in this NDA & DPA by appropriate measures.

   2. If You require an audit of our compliance under this NDA & DPA, such audits and inspections will be conducted upon 30 days prior written notice, at most once per calendar year, during regular business hours, without interfering with Our operations, and subject to the execution of a confidentiality agreement. We shall be entitled to reject auditors that are competitors of Ours. You hereby consent to the appointment of an independent external auditor by Us, provided that We provide a copy of the audit report to You.

   3. Where a data protection or other applicable supervisory authority conducts an audit, above shall apply mutatis mutandis. The execution of a confidentiality agreement shall not be required if such supervisory authority is subject to professional or statutory confidentiality obligations whose breach is sanctionable under the applicable criminal code.

9. Obligations to Inform, Mandatory Written Form, Choice of Law

1. Where Customer Data becomes subject to search and seizure, an attachment order, confiscation during bankruptcy or insolvency proceedings, or similar events or measures by third parties while in Our control, We shall notify You of such action without undue delay. We shall, without undue delay, notify all pertinent parties in such action, that any Customer Data affected thereby is Your sole property and area of responsibility, that Customer Data is at Your sole disposition, and that You are the responsible body.

2. We shall provide complete details of the such incident, take immediate corrective actions, and cooperate fully in investigation and remediation.

3. No modification of this NDA and DPA, including but not limited to, Our representations and obligations, if any, shall be valid and binding unless made in writing, and only if such modification expressly states that such modification applies to the terms of this NDA & DPA. The foregoing shall also apply to any waiver or change of this mandatory written form.