AGREEMENT BETWEEN VIRTUAL DOCTOR AND TECH4LIFE ENTERPRISES

FOR SOFTWARE LICENSE AND RELATED SERVICES

This software license and service agreement ("Agreement") is made and entered into effectiveness as
of, 15/11/2021 (the “Effective Date”), by and between Tech4life Enterprises, & Virtual Doctor.

Tech4Life Enterprises and Client hereby agree as follows:

1. Software and Services.

1.1 Tech4Life Enterprises shall grant to Virtual Doctor (the “Client”) MDConsults 2.3 (the
“Software License”) as further identified in Annexure A. Tech4Life Enterprises shall
deliver to user license for Client’s use of the Software. The date of such delivery shall be
referred to as the “Delivery Date”.

1.2 Tech4Life Enterprises shall provide the Software, Implementation Support and Training,
and Annual Support Services (the “Services”) as set forth in Annexure A in accordance
with the terms, requirements and specifications.

2. Term of Agreement

The term of this Agreement will begin on 15/11/2021 and expire on 14/11/2022. Client will have
the option to renew this Agreement for additional one year term.

3. Technical Obligations of Client

Third Party Products. Tech4Life Enterprises Canada Inc is the original developer of the
MDConsults 2.3 software.

4. Payment Terms.

Invoices shall be payable to Tech4Life Enterprises within fifteen (15) days after receipt of invoice.
Payment for delivery of Software and services rendered shall not be unreasonably withheld or
delayed. If Client disapproves any amount submitted for payment by Tech4Life Enterprises, Client
shall give Tech4Life Enterprises specific reasons for disapproval in writing. Upon resolution of any
disputed charges, the Tech4Life Enterprises shall re-invoice such remaining charges to the Client.
Payment of these agreed upon charges shall be payable within fifteen (15) days of receipt of invoice
by Client, and no interest charges shall be assessed provided payment is made within fifteen (15)
days.

The (“Pricing Model”) for purchasing MDConsults 2.3 is further identified in Annexure B.

5. Tech4Life Enterprises’ Representations and Warranties.

5.1 Performance Warranty. Tech4Life Enterprises warrants to Client that the Software, as
and when delivered to Client by Tech4Life Enterprises and when properly used for the
purpose and in the manner specifically authorized by this Agreement, will perform as
described in the Documentation.
 5.2 Intellectual Property Warranty. Tech4Life Enterprises warrants to Client that it has the
full legal right to grant to Client the license granted under this Agreement, and that the
Software, Client when used in accordance with the terms of this Agreement, do not
infringe upon any patent, copyright, trade secret or other proprietary right of any Person.

5.3 Exceptions and Disclaimer. Except as expressly stated in this Section 5, Tech4life
Enterprises makes no representations or warranties, oral or written, express or implied,
arising from course of dealing, course of performance, usage of trade, or otherwise,
including implied warranties of merchantability, fitness for a particular purpose, or title.
Additionally, Tech4life Enterprises makes no representations or warranties regarding, nor
shall Tech4life Enterprises have any liability with respect to, any third party products or
services.

6. Proprietary Information and Confidentiality

6.1 Confidential Information of Tech4Life Enterprises. Virtual Doctor agrees that

MDConsults 2.3 contains proprietary information, including trade secrets (“Proprietary
Information”) that are the exclusive property of Tech4Life Enterprises. Client and its
employees and agents shall maintain the confidentiality of such Proprietary Information
and not sell, license, publish, display, distribute, disclose or otherwise make available
such Proprietary Information to any competitor of Tech4Life Enterprises nor use such
Proprietary Information except for Client’s internal purposes in accordance with the terms
of this Agreement. Title to all of Tech4Life Enterprises’ proprietary information and all
related patent, copyright, trademark, trade secret, intellectual property and other
ownership rights of Tech4Life Enterprises shall be and remain exclusively with
Tech4Life Enterprises, even with respect to such items that were created by Tech4Life
Enterprises specifically for or on behalf of Client. This obligation of non-disclosure and
non-use shall be effective during the term of this Agreement.

6.2 Confidential Information of Client. Tech4Life Enterprises agrees that all information
concerning Client’s affairs, its trade secrets, teaching methods and techniques,
development and donation information or processes, tracking methods or requirements
(collectively "Data"), which Tech4Life Enterprises may learn while performing service
hereunder shall neither be disclosed by Tech4Life Enterprises nor used by Tech4Life
Enterprises for any purpose other than on behalf of and in furtherance of Client’s business
interests in accordance with the terms of this Agreement. Without the prior, written
content of Client, to be granted or withheld in its sole discretion, Tech4Life Enterprises
shall not disseminate or divulge the Data to any person or entity, other than as set forth
herein.

7. Termination and Default.

7.1 Breach. In the event of a material failure by a party to this Agreement to perform in
accordance with the terms of this Agreement (“default”), the other party may terminate this
Agreement upon thirty (30) days’ written notice of termination setting forth the nature of the
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 material failure; provided, that, the material failure is through no fault of the terminating
party. The termination will not be effective if the material failure is fully cured prior to the
end of the thirty-day period.

7.2 Non-Payment. In the event that Client fails to pay for, or discontinues, Annual Support
Services in accordance with this Agreement, Tech4Life Enterprises may terminate this
Agreement upon fifteen (15) days’ written notice of termination setting forth the nature of
the material failure. The termination will not be effective if such issue of non-payment is
fully cured prior to the end of the thirty-day period.

8. Miscellaneous.

8.1 Entire Agreement; Modifications. This Agreement supersedes all prior agreements,
written or oral, between Tech4Life Enterprises and Client and will constitute the entire
agreement and understanding between the parties with respect to the subject matter of this
Agreement. This Agreement and each of its provisions will be binding upon the parties and
may not be waived, modified, amended or altered except by a writing signed by both Client
and Tech4Life Enterprises.

Virtual Doctorand Tech4Life Enterprises have executed and delivered this Agreement to be effective as of
the Effective Date.

CLIENT: Virtual Doctor TECH4LIFE ENTERPRISES:

By: By:

Name: Mr. Shahzad Bhatti Name: Shabbir Hussain

Title: __________________________ Title: __________________________

Date: __________________________ Date: __________________________

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Annexure A – Software and Support Services

SOFTWARE AND ANNUAL SUPPORT SERVICES

Tech4Life Enterprises will provide to Client the following Software and Annual Support Services in
accordance with the terms of this Agreement:

1. Software: MDConsults 2.3 Web application

2. Annual Support Services:

2.1 Tech4Life Enterprises shall supply remote technical and application assistance to Client
for the Software, provided the Client has paid the specified Annual Support Fee for the
current period.

2.2 Support service shall be provided if needed during the working hours.

2.3 Support and software updates shall be provided for the current and immediate previous
major releases.

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Annexure B – Pricing Model

Plan / Features MDConsults 2.3 Standard License

Best for new telemedicine initiative

between
limited institutions
Pricing / Annually PKRS: 184,000
Annual Subscription Yes
Live consultation rooms 5
Health Provider Accounts 10 +5
Unlimited Patient Accounts Yes
Store & Forward Yes
Image Management Yes
Appointment Management Yes
e-Prescription, e-Radiology & e-Laboratory Yes
Doctor's Scheduling Yes
HIPAA Compliance Yes
Online Training Yes
24/7 chat/email Support Yes
Chat Yes
Report and analytics Yes
Consultation video Recording Yes
API integration No
Customization No
Personalized training for Master trainers Yes
White labeling Minor (Logo and content)
Support Calls* 10 per month
Cloud Storage* Upto 20 GB
License Duration 1 Year

* Additional storage available at monthly rate of $5/ GB; $ 25/10GB; and $100/50GB
* Additional support calls will be charged at $5/call.
* Additional Health provider account at $30/account

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