SERVICE AGREEMENT

This Service Agreement (“Agreement”) executed on 05th day of March, 2024 (“the
Effective Date”);

By and Between:
Arnam Impact Private Limited, a company registered under the Companies Act, 2013,
and having its office at A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400058
(“Company”) which expression shall, unless it be repugnant to the subject or context
thereof, include its successors in interest and assigns), of the FIRST PART;

AND

Name :- Dr. Kaweesi Israel a company, and having its registered office at Mukono
General Hospital Jinja Highway kampala Uganda, (“International Alliance
Partner”), which expression shall, unless it be repugnant to the subject or context thereof,
include its successors in interest and permitted assigns) of the SECOND PART.

The Company and the International Alliance Partner are hereinafter collectively referred to
as the “Parties” and individually as a “Party”.

WHEREAS

A. The Company is engaged in the business of holistic patient care solutions in India
and globally.
B. International Alliance Partner is engaged in the business of providing healthcare
services; and
C. Based on the representations, warranties, covenants, indemnities and assurances
made and provided by the International Alliance Partner, the Parties have agreed to
enter into this Agreement to facilitate the objectives as set out in this Agreement.

NOW THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS UNDER:

1. OBJECTIVE OF THIS AGREEMENT

The International Alliance Partner will serve as a representative of the Company

within the territory of Kampala Uganda for the purposes of providing quality
healthcare services in a timely manner to the patients of the Company.

2. COVENANTS OF THE PARTIES

The covenants of the company and the International Alliance Partner are specified in
Schedule 1 of the Agreement.

3. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents, warrants and confirms that:

3.1 Such Party is (i) a company or a proprietor as the case may be, duly incorporated
and validly existing as a company under the laws of India or respective country; (ii)

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
 has the power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; and (iii) carrying on its business as per its constitution
documents.

3.2 The execution, delivery and performance of this Agreement have been duly
authorized by all necessary actions on the part of such Party, and this Agreement
has been duly executed and delivered by, and is a legal, valid and binding obligation
of, such Party, enforceable against such Party in accordance with its terms.

3.3 Such Party shall perform its obligations hereunder in a manner that complies with all
applicable laws, including, without limitation, the procuring of all required permits,
certificates, approvals and inspections, and it shall cause its employees, agents, and
suppliers to comply with all applicable laws.

4. CONFIDENTIALITY AND NON-DISCLOSURE

4.1 The Parties recognize, accept and agree that all tangible and intangible information
obtained or disclosed by either Party to the other Party and/or its staff, including all
details, documents, data, business/customer information, customer transactions,
information relating directly or indirectly to the disclosing Party, practices and
business trade secrets, know how, strategies, processes, methodologies (all of which
are hereinafter collectively referred to as “Confidential Information”) shall be
treated as absolutely confidential and secret and the Parties irrevocably agree and
undertake that all its staff shall keep the same as secret and confidential and shall
not disclose the same, in whole or in part to any person or persons (including legal
entities) at any time or use or allow the Confidential Information to be used for any
purpose other than as may be necessary for the due performance of the obligations
by either Party hereunder. The provision of this clause shall survive the termination
and expiry of this Agreement.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Each Party shall own their respective patents, trademarks, permits, service marks,
brands, trade names, trade secrets, proprietary information and knowledge,
technology, computer programs, databases, copyrights, licenses, franchises,
formulae, designs, and all other intellectual property (all of which are hereinafter
collectively referred to as “Intellectual Property”), or any part thereof, and shall
not, directly or indirectly, do any act which adversely affects the Intellectual Property
rights of the other Party.
a.
5.2 Each Party shall have a limited right to use Intellectual Property of the other Party,
as directed by the other Party for the purposes of performing its obligations under
this Agreement.

5.3 The Parties hereby agree that the Parties shall cease to use the Intellectual Property
of the other Party upon termination of this Agreement.

6. TERM AND TERMINATION

6.1 This Agreement shall come into effect from the Effective Date and continue to
remain in force for a period of one year and shall be auto-renewed annually, unless
terminated earlier in accordance with the provisions of this Clause herein below
(“Term”).

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
6.2 Notwithstanding anything contained herein, either parties, without any notice to,
shall be entitled to terminate this Agreement under any one or more of the following
events/conditions:

6.2.1 For convenience by giving a prior written notice of 1 (one) month in writing
with assigning a reason;

6.2.2 Breach of any of its obligations and covenants, as contemplated in this

Agreement, if Parties fail to rectify the same within 30 (thirty) days from the
date of receipt of notice from the Company;

6.2.3 Use of the Intellectual Property without the prior written consent;

6.2.4 Committing a fraud or cheating the Company and/or the customers;

6.2.5 In the event of any attempt (subject to a reasonable information or

evidence to ascertain the same) to coerce or persuade any patient, doctor,
clinic, hospital or any entity associated with the Company to churn away
from the Company would be considered as a breach of business ethics;
and/or

6.2.6 Either parties becoming bankrupt or insolvent or the subject of proceedings

under any bankruptcy or insolvency law, or is dissolved, or if, International
Alliance Partner has taken or suffered to be taken any action for its
reorganization, liquidation or dissolution or insolvency or bankruptcy, or if a
receiver, or liquidator has been appointed for all or any part of its assets.

6.3 It is hereby agreed and understood by the Parties that the provisions of this Clause
shall not limit or restrict nor shall they preclude any Party from pursuing such
further and other legal actions, against the other Party for any breach or
non-compliance of any of the terms of this Agreement.

6.4 In the event that this Agreement is terminated for any reasons: (i) each Party shall
forthwith hand over to the other Party the possession of all documents, material and
any other property belonging to the other Party that may be in the possession of
such Party or any of its employees, agents or individuals assigned to perform the
services under this Agreement within 15 (fifteen) working days from the date of
termination or earlier determination of this Agreement; (iii) each Party shall
forthwith stop using the Intellectual Property of the other Party, and (iii) each Party
shall settle all outstanding payments, if any, towards the rendition or facilitation of
the services as provided under this Agreement within 15 (fifteen) days from the date
of such termination or expiry of the Agreement. The Parties hereby agree that that
there shall not be any subsequent payment made after full and final settlement of
the dues against the services rendered up to the date of termination of this
Agreement.

6.5 This Agreement cannot be terminated by either parties during the on-going
treatment of patients referred by the International Alliance Partner in India.

7. INDEMNITY

Without prejudice to any other rights available to the Parties under law, or in

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
 contract or in equity, either Party shall indemnify, defend and hold harmless, and
agrees to pay on demand, to the other Party, its directors, officers, personnel,
representatives, agents and their affiliates if any, from and against all losses,
liabilities, damages, deficiencies, demands, claims (including third party claims),
actions, disputes and claims, suits, prosecutions, proceedings, demands,
assessments and all reasonable costs (including reasonable legal costs) incurred or
suffered by the other Party, directly or indirectly, arising out of, in connection with or
resulting from: (i) any inaccuracy in or any breach of obligations, covenants,
representations, warranties under this Agreement, including but not limited to the
obligations pertaining to data protection, confidentiality and Intellectual Property
rights; (ii) contravention of any applicable law, or violation of any policies; and/or
(iii) any fraud, gross negligence, willful misconduct by either Party or any of it’s
employees, officers, directors agents or affiliates under this Agreement.

8. ASSIGNMENT

This Agreement and the rights and obligations hereunder shall bind and inure to the
benefit of the respective successors of the Parties hereto. The International Alliance
Partner shall not assign, transfer or sub-contract, any of its rights and obligations
hereunder to any other person without the prior written consent of the Company.
The Company shall have the right to assign, transfer or sub-contract, any of its
rights and obligations hereunder to any other person at its sole and absolute
discretion.

9. LAW AND JURISDICTION

b.
9.1 The provisions of this Agreement shall be governed by and construed in accordance
with English Common Law.

9.2 The rights and obligations of the Parties under, or pursuant to, this Agreement, shall
be under the exclusive jurisdiction of the courts located in the United Kingdom.

10. DISPUTE RESOLUTION

10.1 If any dispute arises between the Parties hereto during the subsistence of
this Agreement or thereafter, in connection with the validity, interpretation,
implementation or alleged breach of any provision of this Agreement or regarding a
question, including the question as to whether the termination of this Agreement by
one Party hereto has been legitimate, the Parties hereto shall endeavor to settle
such dispute amicably. The attempt to bring about an amicable settlement is
considered to have failed as soon as one of the Parties hereto, after reasonable
attempts which attempt shall continue for not less than 30 (thirty) days (“Dispute
Resolution Period”), gives a notice thereof to the other Party in writing.

10.2 In case of such failure, either Party may refer the dispute to a sole arbitrator
jointly appointed by the Parties. If the Parties fail to jointly appoint an arbitrator
within 30 (thirty) days after the end of the Dispute Resolution Period, the arbitrator
shall be appointed in accordance with the Arbitration Act under UK Law. The
arbitration proceedings shall be governed by the Arbitration Act. The seat and venue
of arbitration shall be the United Kingdom. The arbitration proceedings shall be
governed by English Common Law. The proceedings of arbitration shall be in the
English language. The arbitrator’s award shall be substantiated in writing. The court
of arbitration shall also decide on the costs of the arbitration proceedings. The

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
 award shall be final and binding on the Parties.

11. MISCELLANEOUS

11.1 Amendments; No Waivers

11.1.1 Any provision of this Agreement may be amended or waived if, and only if
such amendment or waiver is in writing and signed, in the case of an
amendment by both the Parties, and in the case of a waiver, by the Party
against whom the waiver is to be effective.

11.1.2 No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

11.2 Notices

i.Unless otherwise provided herein, all notices or other communications under or in

connection with this Agreement shall be given in writing and may be sent by
personal delivery or post at the addresses mentioned in the name clause of the
Agreement. Any such notice or other communication will be deemed to be effective:
(i) if sent by personal delivery, when delivered, or (ii) if sent by post, 3 (three) days
after being dispatched.

11.3 Entire Agreement; No Third-Party Rights

ii.This Agreement constitutes the entire understanding between the Parties with respect
to the subject matter hereof and supersedes all prior understandings and
negotiations, both written and oral, between the Parties, with respect to the subject
matter of this Agreement.

11.4 Severability

The invalidity or unenforceability of any provisions of this Agreement in any

jurisdiction shall not affect the validity, legality or enforceability of the remainder of
this Agreement in such jurisdiction or the validity, legality or enforceability of this
Agreement, including any such provision, in any other jurisdiction, it being intended
that all rights and obligations of the Parties hereunder shall be enforceable to the
fullest extent permitted by law.

11.5 Schedules, Part of Agreement

This Agreement together with all Schedules hereto forms an integral part of this
Agreement.

11.6 Counterparts

This Agreement may be signed in any number of counterparts, all of which taken
together and when delivered to the Company and the International Alliance Partner
shall constitute one and the same instrument.

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto on the
day and year first above written.

For and on behalf of For and on behalf of

Arnam Impact Private Limited Dr. Kaweesi Israel

Signature:
Signature:
Name: Mansi Mehta
Designation: Managing Director Name:
Designation:
Authorized Signatory
Authorized Signatory

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
 SCHEDULE 1: COVENANTS OF THE PARTIES

The Parties shall provide the following services to the company.

● A representative will be assigned to the Company for smooth operations
between both parties.
● The International Alliance Partner shall take required measures to make the
patients aware of the availability of the Company’s facilities and services
● The Company shall be arranging OPD and surgical camps with Indian
doctors in Kampala Uganda with the help of the International Alliance
Partner.
The International Alliance Partner shall work in close coordination with the
Company and plan for different workshops, lectures, seminars, OPD camps,
surgical camps, video consultation and virtual camps with the attendance of
doctors from the Company which are associated with the concerned Indian
hospitals for creating awareness. The Company shall ensure participation
from partner hospitals in such workshops, lectures, seminars, OPD camps,
surgical camps and virtual camps.
● The company shall be fully responsible and accountable in providing the
required and timely healthcare treatment or service to the patients after
being referred by International Alliance Partner through their platform or
otherwise.
● International Alliance Partner shall manage/ arrange in providing complete
medical record of patients along with various reports, so that, after careful
perusal of the same, Company’s network of doctors/partners can advise
suitability and appropriateness of treatment or diagnostics or service to be
undertaken for the benefit of the patients along with the cost estimate for
the required treatment or service.
● The Company shall curate discounted packages/products/services to provide
the same to the patients of International Alliance Partner in the form of
packages on terms and conditions which are mutually discussed and agreed
between the Parties.
● Each Party hereby agrees that they shall be entitled to use the
information/material of the other Party including the logo/ collateral/ doctor/
service provider details including name, education, specialties for the
purposes of affiliate marketing and cross promotional activities through
offline and online platforms.
● Each Party shall be entitled to publish content/material about the
stories/journeys of the other Party by way of posts, articles, reels,
videos/audios, interviews, etc. through offline and online platforms, subject
that such content/material has been approved by the other Party.
● The Parties hereby agree that in case of any unforeseen medical
complications, and the cost of treatment during the procedure / surgery
increases and patient is not having finances to settle that, then the
International Alliance Partner shall coordinate with the family of the patient
and will try to get the outstanding payments to the concerned Indian
hospital.
● The Parties hereby agree that in case of any unfortunate event of the
eventual death of the patient during the procedure/surgery, the
International Alliance Partner shall help the patient’s family to cope up with
the loss and support the family morally and help settling the bills of the
patient, in case the same are outstanding. The Company along with the

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
 concerned Indian hospital shall fulfill the formalities in India to send the
body of the patient back to their respective home country.
● Each Party shall not conduct any activity that may jeopardize or tarnish the
reputation and goodwill of the other Party and/or the services, and/or make
any disparaging remarks with respect to the other Party, its directors,
officers, doctors, employees, affiliates and/or the products/services.
● Each Party shall render professional services independently in a faithful and
diligent manner and as per their respective expertise and shall perform their
professional duties without any breach of any terms, byelaws, protocols
and/or code of conduct which each Party shall formulate from time to time
and shall not indulge at any time in any unfair or unethical practice in any
manner.
● Each Party hereby agrees that they shall not issue any public statement
concerning this Agreement or disclose the contents hereof or matters related
thereto to the public or any third party, other than their respective advisors
in connection with furthering the arrangements contemplated herein except
with the express prior written approval of the other Party.
● The Parties hereby agree that the Parties are independent Parties, and the
Company shall not be entitled to any of the benefits, which the Company
may make available to its employees, including, but not limited to, group
health or life insurance, profit sharing or retirement benefits and vice versa.
No part of the International Alliance Partner’s compensation will be subject
to withholding by the Company for the payment of any social security,
federal, state or any other employee payroll taxes.
● Each Party and their respective directors, officers, doctors, employees
and/or affiliates shall be bound by the terms of this Agreement.

CONSIDERATION

International Alliance Partner shall be entitled for a revenue share as mutually

decided and agreed between the Parties from time to time.

The Company has agreed to share the revenues arising from this arrangement in
the following manner:

Revenue sharing for Medical tourism :

Revenue sharing model

International Partner share CancerMitr share

40% on Total revenue 60% on Total revenue

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com
 Revenue Sharing models for Surgical Camps:

1. When only 3 parties are involved, i.e Indian Hospital or Indian Doctor, CancerMitr,
International Partner:

Revenue Sharing Model 1

Indian Hospital/Doctor International Partner CancerMitr
28.33 % 28.33 % 43.33 %

2. When 4 parties are involved, i.e Indian Hospital or Indian Doctor, CancerMitr,
International Partner and any local partner who is referring patients:

Revenue Sharing Model 2

Indian Hospital/Doctor International Partner CancerMitr Local Partner
33.33 % 22.22 % 22.22 % 22.22 %

● The Company shall make the payment to the International Alliance Partner within 15
(fifteen) days from the date of receipt of the service fee payment from the
concerned hospital/ partner/ patient. All payments shall be subject to applicable
taxes.
The Parties hereby agree that the aforesaid consideration shall be paid to the
International Alliance Partner only upon payments received by the Company from
the referral patients.
● The Parties hereby agree that the revenue share shall be equally divided in the OPD
camps between both the Parties.
● The Parties hereby agree that the revenue share will be equally divided in surgical
camps between the Company, the International Alliance Partner and the concerned
Indian hospital after deduction of medicines and consumables.
● The Parties hereby agree that any bank charges for the transaction contemplated
under this Agreement shall be equally borne between the Parties.

ARNAM IMPACT PVT LTD

CIN: U85100MH2021PTC369157
A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400 058
Contact number: +91 9819696661
www.cancermitr.com