MASTER AGREEMENT
This Master SaaS Agreement (“Master Agreement ”) is entered into as of the Effective Date as mentioned in the relevant Order between Cloudphysician Healthcare Private Limited (“CP” or “Cloudphysician”) and you (“Client”) and forms part of the Agreement that governs Client’s use of the Services. Unless otherwise indicated, capitalized terms have the meaning assigned to them in the Agreement. CP and the Client shall be individually referred to as “Party” and collectively referred to as “Parties”.
CP is engaged in the business of tele-medicine services, medical services and healthcare services through its platform RADAR to the hospitals as more particularly detailed out in Annexure B of this Agreement. Client is a hospital which provides various kinds of medical services to the patients.
Client is desirous of procuring certain Services (as defined below) provided by the CP, on terms and conditions as set out hereunder.
DEFINITIONS
“Agreement” shall mean and include this Master Agreement, the referenced or attached Annexures and any accompanying Order or future Order that may be executed by the Parties;
“Confidential Information” means all material, non-public information whether or not marked “confidential” or “proprietary” at the time of disclosure and information relating to the terms of the Agreement, associated with the Party’s activities (including the Party’s business affairs, financial dealings, operations, commercial strategies, business strategies, business plans, processes, technical information, clients and supplier information, patient information, know-how, proprietary rights, Intellectual Property, designs, trade secrets, and market opportunities), or the personal and medical information regarding the Patient, Patient Information, which is disclosed by either Party to the other Party in connection with this Agreement;
“Effective Date” means the effective date as mentioned in the relevant Order.
“ICU” shall mean the Intensive Care Unit at the Client’s Premises;
“Intellectual Property” shall mean and include any and all rights, titles and interests, now known or hereafter known, whether or not registered or registerable, in and to any and all Confidential Information, trade secrets, patents, copyrights, service marks, logos, business names, trademarks, know-how, designs, utility models, inventions, (whether registered or unregistered) internet domain names, applications for any of the foregoing with respect to registration, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force, or other intellectual or industrial property rights (of every kind and nature throughout the universe and however designated), as well as any and all moral rights, rights of privacy, publicity and similar rights of any type, and the right to sue for passing off and any other rights equivalent to any of the foregoing in any jurisdiction worldwide and any application for registration of the foregoing, and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic;
“Non-Identifiable Patient Information” shall mean all Patient Information remaining after the removal of all data that may, whether directly or indirectly in conjunction with any other data, be used to identify the data subject or Patient;
“Order” means an order form (“Order Form”), online order (including the provisioning of any Services), statement of work (pursuant to an Order Form), or similar agreement for the provision of Services, entered into by the Parties or any of their affiliates, incorporated by reference into, and governed by, the Agreement;
“Patient Information” shall mean the detailed medical records of the Patients including clinical history, latest data including imaging data, pathology report and physicians’ notes, and all other relevant documents such as genetic test reports and surgery reports, if applicable and shall expressly include “personal data” and “sensitive personal data” (as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011);
“Patients” shall mean the patients of the Client admitted to the ICU and any other patient at the Premises requiring critical care services;
“Premises” shall mean the hospital premises of the Client’s Hospital, as communicated by the Client to CP in writing;
“Services” shall mean the technological services i.e., providing access to the ICU management platform, RADAR by CP to the Client on a subscription basis, as more particularly set out in Annexure B of this Agreement.
SERVICES THAT CLOUDPHYSICIAN WILL PROVIDE:
The Client appoints CP and CP accepts the appointment as service provider with effect from the Effective Date for providing the Services (more particularly set out in Annexure B attached herein) to the Client, in consideration of the fees as set out in the Order and under terms of this Agreement.
It is agreed that while providing the Services to the Client, CP shall also provide training to the authorized representatives (“Representative”) of the Client at the time of installation for such times as may be mutually agreed between the Parties (“Training Period”).
In the event any additional services have been added by CP on its platform, RADAR, which does not fall within the scope of Services defined in this Master Agreement or applicable Order, the Client can avail such additional services at such price mutually agreed between the Parties.
CONSIDERATION:
CP agrees to provide the Services for consideration as set out in the Order ("Fees”). The Parties agree that CP will raise an invoice on the Client and the Client shall pay CP, within Seven (07) days from the date of the invoice, the Fees in the manner as set out in the Order in respect of the Services rendered in the previous month and the payment of Fees as consideration is the essence of the Agreement.
CP is a registered MSME entity with Registration number - UDYAM-KR-03-0160290 under the Micro, Small and Medium Enterprises Development Act 2006 ("MSME Act”). As per the provisions of S. 16 of the said Act, if the Client fails to make the payment as per the agreed terms, i.e., within fifteen (15) days from the date of invoice, then the Client shall be liable to pay interest with the monthly rests, compounded at three (3) times the bank rate notified by RBI. In case, the Client consistently fails to pay an outstanding amount to CP, then CP reserves the right to suspend the Services till the payment has been made in full by the Client.
In the event the Client disputes the amount raised in an invoice or any part thereof, the Client shall issue a written notice describing the reasons and details for disputing the invoice within ten (10) days of the date of receipt of the invoice. Should the Client raise no dispute within ten (10) days from the date of receipt of the invoice, it shall be deemed that the Client has accepted the relevant invoice.
OBLIGATION OF THE CLIENT
Collection
CP shall have the right to collect and retain the data of the Patients while providing the Services to the Client.
The Client shall collect the data or information from the Patients in compliance with the provisions of the applicable laws including the Information Technology Act, 2000 and the rules framed thereunder.
The Client acknowledges and agrees that the Patient Information, which is anonymized, along with the findings, inferences, observations made by CP may be used by CP for its internal benchmarking, quality control purposes, learning and research purposes and such other purposes deemed fit by CP. It is agreed that during the term and after termination of this Agreement, CP shall have right to retain and store the Patient Information provided by Client in its records and [on the platform RADAR] for any future references, in compliance with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
The Client shall at all times ensure that prior written consent is obtained from the Patients prior to collection and sharing of data including Patient Information and express authorization is specifically obtained from Patients in order to share their data with CP for the purpose of this Agreement. The suggested format of the consent may follow the template as mentioned in Annexure C.
The Client shall appoint a contact person, who will be Client’s representative and its primary contact for purposes of this SAAS.
The Client shall ensure that the Representative are available for the training and such Representative receives the training from CP on the date and time as communicated by CP. In the event, the Representative are not available for the training then Client shall inform CP, one (1) day prior to the training session.
It is agreed that at the option of CP, the Representative will execute a non-disclosure agreement with CP as may be requested by CP. The Client shall ensure that the Representative acknowledges the obligations under the agreement and executes such agreement with CP.
In the event any of the Representative is to be replaced for any reason whatsoever, the Client shall ensure that the replacement receives proper transition of the knowledge. CP shall provide training to any new Representative, at an additional cost which shall be agreed with and borne by the Client.
The Client and its Representative acknowledge and agree that it shall not at any time indulge in any activity which shall impair the goodwill, reputation and services of CP.
CP shall not be liable for any act, omission, default, defect, misconduct or negligence of Client and its Representative or any services provided by the Client to any other hospitals.
CP shall keep the identifiable patient data in its possession till such time as may be required for any statutory compliance or compliance under any applicable laws.
The Client shall ensure that the Representatives are well trained and qualified medical practitioners, nurses or health workers as per the applicable laws.
The Client shall be responsible for procuring and maintaining all the equipment, hardware and software including the equipment as prescribed under Annexure A for effectively providing Services.
The Client shall procure, maintain, upkeep, and incur all expenses associated with additional hardware and software as may be required for using the platform RADAR, including internet connectivity and backup power, located at the Premises in accordance with Annexure A.
The Client agrees and acknowledge that the Services to be provided by CP under this Agreement are dependent on the Clients infrastructure including all functional equipment, qualified Representatives and the software and hardware requirements set out in Annexure A. CP shall not be liable for any service outages, including, but not limited to those caused by or related to maintenance issues, server breakdown or disruption in internet connectivity at the Premises, failures of CP’s direct or indirect service (including, but not limited to, telecommunications, hosting and power), computer viruses, natural disasters or other destruction or damage to CP facilities, for causes beyond CP’s reasonable control.
INTELLECTUAL PROPERTY
Restricted Use:
The Parties agree that any Intellectual Property, including, trademarks, logos, trade names and identifying slogans, which are owned by them respectively, cannot be used by the other Party for any purpose other than the purposes of this Agreement, without the prior written consent of the relevant Party, unless otherwise expressly stated herein. Further, CP agrees to grant the Client as a part of Services, a limited, non- assignable, non-sublicensable, non-exclusive, non-transferable, revocable limited license and right to access only for Client’s internal purpose the CP’s ICU management platform, RADAR solely for availing the Services as set out in this Agreement. Further, the Client shall comply with usage guidelines that CP may specify from time to time in connection with the use of the platform RADAR. Except for the limited license provided above, nothing contained herein shall be construed as grant of any rights, title or interest in and to the Client in Intellectual Property of CP. All licenses granted by CP shall lapse or be deemed to lapse upon termination or expiration of this Agreement.The Client shall not use the platform RADAR for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, the Client shall not at any time, and shall not permit others to: (a) copy, modify, or create derivative works of the platform RADAR, in whole or in part; (b) rent, transfer, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the platform RADAR; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the platform RADAR, in whole or in part; (d) remove any proprietary notices from the platform RADAR; (e) use the platform RADAR in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (f) combine or integrate the platform RADAR with any software, technology, services, or materials not authorized by CP; (g) design or permit the platform RADAR to disable, override, or otherwise interfere with any CP-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (h) to replicate or attempt to replace the user experience of platform RADAR; (i) publish the background programming of the platform RADAR for others to copy; or (j) use the platform RADAR to develop other platform similar to the platform RADAR. The Client shall immediately notify CP in writing if, to Client’s knowledge, any of Client’s former, current or future directors, officers, employees, subcontractors, agents, consultants or customers, or any third person or party engages in any of the activities described in this clause.
CP Retains Title to CP Materials.
As between the Parties, the CP will retain all right, title and interest in and to any data, techniques, trade secrets software, documentation, updates, upgrades, modifications, technical notes, licenses, revisions or other information or materials or other Intellectual Property over the Services created by CP and its platform, RADAR and all data generated by CP through the provision of Services, including all Non-Identifiable Patient Information (“CP Materials”). Intellectual Property of CP shall include CP Materials and Smart-ICU Services. The Client agrees that by virtue of use of the Intellectual Property of CP under the Agreement, the Client shall not, at any time acquire any rights in the Intellectual Property of CP.Subject to the restrictions on the disclosure of Confidential Information set forth in this Agreement, CP (i) will retain all right, title and interest in and to all know-how, Intellectual Property, methodologies, processes, technologies, algorithms, software, development tools or forms, inventions, templates or output used in providing the Services which are based on trade secrets or proprietary information of CP or are otherwise owned or licensed by CP and (ii) will be free to use the ideas, concepts, methodologies, processes and know-how that are used, developed or created in the course of providing the Services and may be retained by CP’s employees (including physicians) in intangible form, all of which constitute substantial rights on the part of CP in the Services performed under this Agreement.
The Client and its Representative acknowledge, agree and undertake that any copyrightable works, all inventions that are made, created, conceived or first reduced to practice whether or not patentable, copyrightable or protectable as trade secrets, and that (i) are developed using equipment, supplies, facilities or trade secrets of CP; (ii) result from work performed by the Client or its Representative; or (iii) relate to CP’s business or actual or demonstrably anticipated research or development (the “Assigned Inventions”), will be the sole and exclusive property of CP and are hereby irrevocably assigned by Client and its Representative to CP without any consideration. CP claims and reserves all rights and benefits afforded under Indian and international copyright laws in all Assigned Inventions, including software programs included in the proprietary information as copyrighted works. The binary or object code version of such software programs may under no circumstances be reverse-engineered or reverse-compiled without CP’s prior written consent.
For the purpose of this Master Agreement “Assigned Inventions” shall also mean inventions, improvements, designs, suggestions, original training methods, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, Proprietary Information and trade secrets.
Client and its Representative agree to assign, and do hereby irrevocably transfer and assign, without any consideration to CP: (i) all of the rights, title and interests in and with respect to any Assigned Inventions; (ii) all patents, patent applications, copyrights, mask works, rights in databases, trade secrets, and other intellectual property rights, worldwide, in any Assigned Inventions, along with any registrations of or applications to register such rights; and (iii) to the extent assignable, any and all Moral Rights that the Client or its Representative may have in or with respect to any Assigned Inventions. Client and its Representative also hereby forever waive and agree never to assert any Moral Rights that it may have in or with respect to any Assigned Inventions, even after termination of the engagement with CP. “Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, regardless of whether or not such right is denominated or generally referred to as a “moral right.
Nothing in this Agreement will impair CP’s right to market, perform or otherwise provide the Services to or with respect to any third party. This provision of this clause will survive the expiration or termination of this Agreement for any reason.
The Parties agree that notwithstanding the termination or expiration of this Agreement, the Client shall be entitled to retain all Patient Information and CP shall retain the right to use all Non-Identifiable Patient Information, whether developed by CP or otherwise acquired by it during the term of this Agreement. The Client and its doctors will need to comply with existing requirements for patient privacy which includes universal consent for Tele-ICU monitoring, data protection laws and guidelines issued by Government of India or Medical Council of India from time to time including but not limited to Guidelines for Telemedicine issued by Medical Council of India in partnership with Niti Aayog on March 25, 2020.
CONSEQUENCES OF TERMINATION OR EXPIRATION OF THIS AGREEMENT
In the event of expiration or termination of this Agreement:
The Client shall forthwith cease to use CP name and logo and shall ensure that it shall not be used in any manner whatsoever.
The Client shall uninstall and return the equipment of CP installed at the Client’s Premises.
The Client shall immediately uninstall and cease using the ICU management platform, RADAR.
The Client shall return all Confidential Information pertaining to and/or owned by CP and provide a certificate evidencing that the Client does not possess any Confidential Information of the CP.
The Client shall forthwith make payments towards all the outstanding dues payable by the Client to CP till the date of termination of this Agreement.
CONFIDENTIALITY
Limited Use
Each Party (“Receiving Party”) hereby acknowledges that it may have access to or be provided with certain Confidential Information of the other Party (“Disclosing Party”) during the Term of the Agreement. The Receiving Party shall use all Confidential Information of the other Party, which is obtained by it or is disclosed to it, only for the purposes of this Agreement and shall not disclose such Confidential Information to any third party, without the prior written consent of the Disclosing Party. The Receiving Party shall take all measures to protect the confidentiality of the Confidential Information with the same or greater degree of care as it accords to its own confidential information of the highest category.Limited Disclosure
The Receiving Party agrees that it may disclose Confidential Information to its employees, affiliates, group companies or representatives strictly on a ‘need to know’ basis and only to the extent required under this Agreement. The Receiving Party shall ensure that the personnel, who have access to the Confidential Information in accordance with this clause, are bound by confidentiality obligations similar to the obligations contained under this Agreement.No Transfer of Title
The Receiving Party recognises and acknowledges that all Confidential Information shall remain the exclusive property of the Disclosing Party and the Receiving Party shall not have any rights of ownership of any kind to such Confidential Information, and only has a right to use such Confidential Information as expressly stated in this Agreement.Injunctive Relief and Monetary Damages
The Receiving Party agrees that any unauthorized use or disclosure of Confidential Information by the Receiving Party, or its personnel may cause immediate and irreparable harm to the Disclosing Party for which monetary damages may not constitute an adequate remedy. In such an event, the Receiving Party agrees that the Disclosing Party may seek appropriate injunctive relief against the disclosure of the Confidential Information.Terms and Conditions of this Agreement
The Receiving Party agrees that the existence, terms and conditions of this Agreement will be deemed to be Confidential Information and will not be disclosed by the Receiving Party to any third party without the express written consent of the Disclosing Party. The use of the name of the other Party to mention factually the collaboration is however authorized.Exceptions
The confidentiality obligations specified under this clause shall not be applicable to any information which, to the extent proved by supporting evidence, (a) was known to the Receiving Party before receipt from the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party who does not have a duty of confidentiality in relation to the information; or (d) is independently developed by the Receiving Party without any reference to the Confidential Information of the Disclosing Party or any breach of this Agreement. The Receiving Party agrees that, where the Receiving Party is directed to disclose the Confidential Information under any law or by a court having jurisdiction, government or quasi-government authority, the Receiving Party shall immediately give notice to Disclosing Party of any such direction, in order to enable the Disclosing Party to use reasonable efforts to limit such disclosure by means of a protective order or a request for confidential treatment of such Confidential Information. Provided further that, if such protective order or other appropriate remedy is denied or otherwise not obtained, the Receiving Party shall furnish only that portion of the Confidential Information that is legally required.Return/Destroy Confidential Information upon Expiration or Termination
Upon expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party or destroy all documents, papers, and other matters in the Receiving Party’s or its personnel’s possession or under the Receiving Party’s control that contain or relate to such Confidential Information. Notwithstanding the generality of the foregoing statement, and subject to Clause 5.2 and Clause 5.3, upon the expiration or termination of this Agreement, CP shall retain the right to all CP Materials, and shall be required to only destroy the Patient Information except Non-Identifiable Patient Information received from the Client during the Term of this Agreement.
Upon expiration or termination of this Agreement, the Client and CP shall return to the other Party any and all Proprietary/Confidential Information (including any copies or reproductions thereof) in their possession or control and shall cease to use any such Confidential Information.
Unauthorized Disclosure
In the event of any unauthorized possession, use, knowledge, disclosure or attempt thereof with respect to any Confidential Information, or loss of, or inability to account for such Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of the same and use all reasonable efforts to prevent a recurrence of such disclosure.Survival of Confidentiality Obligations
This clause shall survive the expiry or termination of this Agreement.
INDEMNITY AND LIMITATION OF LIABILITY
Subject to the other provisions of this Clause 8, each Party (“Indemnifying Party”) shall defend, protect, indemnify and hold the other Party and their respective affiliates, employees, officers, agents, successors and representatives of the other Party (“Indemnified Parties”) harmless from and against any and all against any direct and actual losses, damages, actions, claims (including any Third Party Claims), proceedings, demands, suits, penalties, interest, consequences, judicial pronouncements, orders/decrees relating to temporary and permanent injunctions, contempt of court proceedings, and other charges and expenses, including reasonable attorney fees (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to: (i) any failure by the Indemnifying Party to comply with guidelines or applicable law including but not limited to privacy and personal data protection laws; (ii) any fraudulent, unlawful, grossly negligent act or omission committed by the Indemnifying Party; (iii) any breach by the Indemnifying Party of the representations, warranties or obligations of the Indemnifying Party this Agreement; or (iv) any breach by the Indemnifying Party of the obligations or covenants under this Agreement. Notwithstanding the above, CP shall not be liable, and neither the Client nor the patient will be entitled to a refund from CP or make claims against CP, for services provided or not provided by CP as a result of, arising out of or relating to (a) any breach by the Client of its obligations under this Agreement ; and/or (b) any deficiency in Services directly or indirectly attributable to the Client and/or due to failure of maintaining the software, hardware and equipment prescribed by CP; and/or (c) service outages, including, but not limited to those caused by or related to maintenance issues, servers, the technology that underlies the CP Smart ICU Service, and/or (d) failures of CP’s direct or indirect service (including, but not limited to, telecommunications, hosting and power), computer viruses, natural disasters or other destruction or damage to CP facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, third party interference or other causes beyond CP’s reasonable control.
In case of any claim brought by a third party in relation to the Indemnified Liabilities (each, a “Third Party Claim”), after the Indemnifying Party has provided each Indemnified Party with a written notice of its acceptance of liability under this clause, as between such Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, the Indemnifying Party may elect to assume the investigation, defense, settlement or other disposition of, with the aforesaid cooperation in such manner as the Indemnifying Party may in their reasonable discretion deem appropriate; provided, that (i) the counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder, unless such Indemnified Party has consented in writing to such obligation; and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding and provided, further, that the Indemnifying Party shall not be entitled to assume the investigation, defense, settlement or other disposition of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party with respect to such Third Party Claim if (a) such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (b) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects. Notwithstanding the election by the Indemnifying Party to assume the defense or investigation of such Third Party Claim, each Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such Third Party Claim; provided, that in no event shall the Indemnifying Party be required to pay reasonable fees and expenses under the preceding sentence for more than one firm of attorneys for each Indemnified Party in any jurisdiction in any one legal action or group of related legal actions. Provided that, CP shall not be liable to defend or make payment towards any claims from patients of the Client or any Third Party Claim in relation to the Services provided hereunder to the Client.
The indemnification rights of the Indemnified Party under this Agreement are independent of, and in addition to, such other rights and remedies as the Indemnified Party may have under this Agreement or at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. Provided that the indemnity shall be sole monetary remedy available to the Indemnified Party.
Neither Party shall be liable to the other Party or any third party for any indirect, incidental, special or consequential losses arising out of or in connection with this Agreement. Notwithstanding anything contained in this Agreement, CP’s liability under this Agreement shall in no event exceed the consideration paid by the Client to CP in the 3 (three) months immediately preceding the date on which the claim arises.
MISCELLANEOUS
Assignment: Except with the prior written consent of the other Party, neither the benefit nor any obligation or liability of this Agreement shall be assignable by either Party.
Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of India. Subject to clause 9.3 below, the Parties submit any dispute to the exclusive jurisdiction of the courts in Bangalore, India.
Arbitration: Every dispute which may at any time arise between the Parties hereto arising out of or in respect of this Agreement shall be referred to the arbitration of a sole arbitrator to be mutually appointed by both the Parties. The seat, place and venue of the arbitration shall be at Bangalore and shall be conducted in the English language, and in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and the rules made thereunder. The decision of the arbitrator shall be final and binding on the Parties.
Relationship: Neither Party shall, for any purpose, be deemed to be an agent of the other Party. The relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever. Each Party shall be responsible for their respective Personnel engaged by them. Nothing in this Agreement confers any right upon one Party to use the other Party’s trademarks, trade names, service marks, brand names or other intellectual property rights.
Entire Agreement: The Agreement shall constitute the entire agreement between the Parties hereto relating to the subject matter thereof, and there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided in the Agreement. To the extent any provision in an Order clearly conflicts with a provision of this Master Agreement or a provision of an earlier Order, the provision in the new Order will be binding and the conflicting provision in this Master Agreement or in the earlier Order will be deemed modified solely to the extent reasonably necessary to eliminate the conflict and solely with respect to the new Order (unless expressly intended to permanently amend the Agreement.
Amendment: Cloudphysician may modify this Master Agreement from time to time, and any such changes will (i) be reflected on the website, and (ii) be effective immediately upon the changes being reflected on the website. Client agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing this Master Agreement. If the Client continues to use the Services offered by Cloudphysician following any amendment or modification to this Master Agreement, it shall constitute Client’s acceptance of such modifications.
Headings: The headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement
Notices: Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is given. The point of communication between the Parties under this Agreement shall be detailed in the Order.
Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on the part of any Party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
Non-Solicitation: The Client agrees that during the Term and for 1 (one) year thereafter, the Client will not (i) directly or indirectly encourage or solicit any medical practitioner, nurses, employee or consultant of CP to leave CP for any reason; (ii) assist any other person or organization in competing or in preparing to solicit any employees or consultant.
Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
Assumption of Responsibility: Each Party hereto at all times assume all responsibility for the acts and omissions of its personnel and ensure that their respective personnel comply with all applicable terms of this Agreement.
The Parties have caused this Agreement to be executed by their respective duly authorized representatives on the Effective Date.
This Master service agreement was last updated on 19/02/2025.