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Annexure-1: Terms of Offer

Table-1: Summary

Name Dr Elakshi

Title Doctor - Clinic Consultation

Work Location Jalandhar

Service Start Date

18th December 2024
“Effective Date”

Table-2: Your remuneration structure below

Annual Remuneration ₹5,30,000

Monthly remuneration ₹44,167

*Tax deducted at source 10%

Monthly payout after tax ₹39,750

*Taxes are deductible in accordance with the Income Tax Act. These deductions can be claimed as a refund when filing
your Income Tax Return, subject to provisions of the Income Tax Act.

Gynoveda FemTech Private Limited Private & Confidential 9th Floor, A-Wing, Eureka Towers, Mindspace, Malad West,
CIN: U85300MH2019PTC327679 Mumbai - 400064.
GST: 27AAHCG8940P1ZT [email protected] +91 7620130850
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Service Agreement

This service agreement (this “Agreement”) made at Mumbai, India on this 13 Day of December,
2024:

This agreement is entered BETWEEN:

GYNOVEDA FEMTECH PRIVATE LIMITED, a private limited company registered under The
Companies Act, 2013, CIN No. U85300MH2019PTC327679, with its office at Gynoveda, Level 9, A
Wing, First Choice Co- Work, Eureka Towers, Mindspace, Malad West, Mumbai - 400064 (hereinafter
referred to as “Company”, which expression shall mean and include its successors and assigns),
represented by Mr. Ankit Shah, its authorized signatory;

AND

Dr Elakshi, aged 27 years, residing at, with a permanent address at 56 kasturba nagar jalandhar
cantt, hereinafter referred to as the “Service Provider” (which term shall unless repugnant to the
context or meaning thereof be deemed to mean and include her heirs, executors, and
administrators).

The Company and the Service Provider are collectively referred to as the “Parties” and individually
as a “Party” as the context may require

WHEREAS:

(A) The Company provides medical services through Gynoveda Clinics across India with professional
& expert doctors.

(B) The Company desires to avail medical services (“Services”) from the Service Provider.

(C) The Service Provider is a duly qualified doctor eligible to practice as per applicable Indian laws,
with the necessary expertise and experience to render the required Services.

(D) The Service Provider represents and agrees to provide proof of qualifications and practice
certificates/licenses as required.

NOW THEREFORE, IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. APPOINTMENT

1.1 The company hereby engages the service provider to provide services for an initial period of
three years commencing from (“effective date”), upon the terms and conditions set out in this
agreement and any other communicated conditions. upon completion of the initial three-year
period, the agreement will be automatically renewed for another three years unless explicitly
terminated.

1.2 The Service Provider is title as a Clinic Doctor. The Company may, at its sole discretion, change
the title based on performance.

Gynoveda FemTech Private Limited Private & Confidential 9th Floor, A-Wing, Eureka Towers, Mindspace, Malad West,
CIN: U85300MH2019PTC327679 Mumbai - 400064.
GST: 27AAHCG8940P1ZT [email protected] +91 7620130850
 \

1.3 The first six months will be a “evaluation period”. Upon satisfactory completion, the engagement
will be extended automatically. The Company reserves the right to extend the evaluation period.

1.4 The Service Provider may be required to provide services at any of the Company’s work premises
in any location of India as per the business need.

1.5 Engagement is subject to satisfactory background checks, medical fitness, requisite

qualifications, education certificate and applicable licenses.

2. TERM

2.1 The term of this Agreement shall be three (3) years from the Effective Date, with an option for
the Company to renew or extend the Agreement at its discretion. This three-year period shall not
be construed as a bond or lock-in period. Either party may terminate the Agreement at any time by
providing written notice, subject to the notice period specified herein.

2.2 Table 1 and Table 2 in annexure-1 are integral parts of this Agreement.

3. DUTIES AND RESPONSIBILITIES

3.1 The Service Provider shall provide high-quality services, using his/her expertise and best efforts
to promote the interests of the Company.

3.2 The Service Provider shall not undertake any other business or work without prior written
permission from the Company.

4. TERMS OF THE REMUNERATION AND REIMBURSEMENT

4.1 The Service Provider shall receive a monthly fixed fee as specified in Annexure-1. Pro-rata
payments will be made for any incomplete months. Additionally, performance-based incentives may
be provided at the Company’s discretion.

4.2 The Company reserves the right to alter the remuneration based on applicable laws,
performance evaluations, or other relevant factors, at its discretion.

4.3 The remuneration details are considered private and confidential. The Service Provider agrees
not to disclose this information to anyone unless required to disclose to government bodies,
regulatory authorities, or any other authority as required by applicable law, regulation, or court
order, without breaching the current agreement.

4.4 The Company may provide the Service Provider with equipment or other items necessary for
performing the services under this agreement. All such items shall remain the sole property of the
Company at all times. The Service Provider agrees to use these items solely for business purposes
and to maintain them in good condition. Upon termination or completion of this agreement, the
Service Provider shall return all Company property in the same condition as received.

Gynoveda FemTech Private Limited Private & Confidential 9th Floor, A-Wing, Eureka Towers, Mindspace, Malad West,
CIN: U85300MH2019PTC327679 Mumbai - 400064.
GST: 27AAHCG8940P1ZT [email protected] +91 7620130850
 \

5. REPRESENTATIONS AND WARRANTIES

The Service Provider represents and warrants that:

(a) The statements in this clause are true and accurate as of the date of this Agreement.

(b) This Agreement does not conflict with any other agreements or obligations.

(c) The Service Provider has not been convicted or subject to any criminal or civil proceedings.

(d) The provided profile/resume is accurate.

(e) The Service Provider has the legal right to enter this Agreement and is not bound by any other
conflicting agreements.

6. COVENANTS AND UNDERTAKINGS

6.1 The Service Provider acknowledges and agrees to:

(a) The terms of this Agreement.

(b) Maintain confidentiality of the Company’s information.
(c) Follow the Company’s applicable policies and codes of conduct.
(d) Undergo medical examinations if required.
(e) Allow the Company to access personal data as necessary.
(f) Inform the Company of any address changes promptly.

7. TAXATION

Any tax liability arising from payments under this Agreement shall be borne solely by the Service
Provider. The Company will withhold taxes as required by law.

8. CONFIDENTIALITY

During the Term and at all times thereafter, the Service Provider:

(a) shall protect and keep confidential all Confidential Information that may come into their
possession or knowledge by virtue of their engagement with the Company and shall use such
information only as required in the normal course of their work;
(b) shall not, except in the proper course of their role as a Service Provider, publish, disclose,
patent, or copyright any Confidential Information (defined below) to any person or entity,
nor use such information for their own purposes or for any other purpose whatsoever,
without the prior written consent of the Company.

(c) Upon the termination of this Agreement, or at any time upon the request of the Company,
the Service Provider shall return and surrender to the Company any Confidential Information,
data, and/or records in any form, including, without limitation, data, information, files,
books, magazines, reports, documents, manuals, audio and video tapes, storage cards, hard
Gynoveda FemTech Private Limited Private & Confidential 9th Floor, A-Wing, Eureka Towers, Mindspace, Malad West,
CIN: U85300MH2019PTC327679 Mumbai - 400064.
GST: 27AAHCG8940P1ZT [email protected] +91 7620130850
 \

disks, pen drives, floppies, discs, laptop and any electronic devices or other knowledge
databases that came into their possession during the course of their engagement with the
Company, and shall not retain any copies thereof in any form whatsoever.

For the purposes of this Agreement, the term “Confidential Information” includes any information
or trade secrets, including, without limitation trademarks, client lists, patient records, transaction
and deal-related confidential documents and information, documents and information related to
any of the Company’s clients, any knowledge or information known to the Service Provider as a
result of their involvement in any transaction, deal, or advice provided to the Company’s clients,
financial projections, security arrangements, client information, administrative and/or
organizational matters, marketing information, or otherwise. This includes any software of the
Company, its affiliates, clients, contractors, subcontractors, service providers, employees, or any
other individuals or companies associated with the Company or its affiliates, and all works,
programs, papers, records, emails, mandates, invoices, fee structures, data, notes, drawings, files,
documents, samples, devices, products, equipment, and other materials, including copies in any
form and translations into any other language and intellectual property relating to the business of
the Company.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property developed by the Service Provider during the engagement shall belong
to the Company.

9.2 The Service Provider shall, if required, transfer all intellectual property rights to the Company or
its affiliates.

10. NON-SOLICITATION

The Service Provider shall not solicit or influence the Company’s clients, employees, or contractors
for a period of three years post-termination.

11. TERMINATION

11.1 The Agreement may be terminated by either Party after the evaluation period with 60 days
notice. During the evaluation period, termination requires 30 days' notice by either Party.

11.2 The Company reserve the right to immediately terminate this agreement without notice stated
in clause 11.1 for misconduct, breach of service agreement, lapse to comply with company policies,
or if standard of services or performance is below the expectation of company or any other reasons.
Company reserves unconditional rights to define the quality standards of services or performance
for this clause.

12. RELATIONSHIP

The Service Provider is on work contract which does not create employer-employee relationship.

Gynoveda FemTech Private Limited Private & Confidential 9th Floor, A-Wing, Eureka Towers, Mindspace, Malad West,
CIN: U85300MH2019PTC327679 Mumbai - 400064.
GST: 27AAHCG8940P1ZT [email protected] +91 7620130850
 \

13. SURVIVAL

Clauses related to representations, taxation, confidentiality, intellectual property, non-solicitation,

relationship, notices, entire Agreement, severability, amendments, and governing law shall survive
termination.

14. NOTICES

All notices shall be in writing and deemed given if delivered personally, sent by courier, faxed (where
applicable), or mailed by registered or certified mail.

15. DISPUTE RESOLUTION

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement,
including its breach, termination, or validity, the Parties agree to first attempt to resolve the matter
through good faith negotiation. If the dispute cannot be resolved through negotiation within [30]
days, the matter shall be referred to mediation.

If the dispute remains unresolved after [60] days from the commencement of mediation, either
Party may pursue other remedies available at law or equity, including litigation.

16. ENTIRE AGREEMENT

This Agreement embodies the entire understanding between the Parties and supersedes all previous
agreements.

17. SEVERABILITY, AMENDMENTS AND WAIVERS

If any provision is deemed invalid or unenforceable, the remaining provisions shall continue in effect.

This Agreement may be amended or waived in writing or over email by both Parties.

For GYNOVEDA FEMTECH PRIVATE LIMITED SERVICE PROVIDER

Name: Ankit Shah DR ELAKSHI

Authorized Signatory

Gynoveda FemTech Private Limited Private & Confidential 9th Floor, A-Wing, Eureka Towers, Mindspace, Malad West,
CIN: U85300MH2019PTC327679 Mumbai - 400064.
GST: 27AAHCG8940P1ZT [email protected] +91 7620130850