SALES REPRESENTATIVE AGREEMENT

This SALES REPRESENTATIVE AGREEMENT (the “Agreement”), dated as of 8th May 2024, is
between Birlamedisoft Pvt Ltd (the “Company”), located at 111, Gulmohar Center Point,
Vadgaon Sheri, Pune 411014, India and Govind Yadav, called “Representative” located at
________________________________

as stated below.

WHEREAS, the Company is engaged in the business of providing Healthcare IT

services, as more fully described in Schedule A attached hereto (th e “Services”); and

WHEREAS, the Company desires to retain the services of the Representative to market
and solicit orders for the Services by the Company, and the Representative desires to perform
such Services; as more fully described in Schedule A attached hereto (the “Services”);

NOW, THEREFORE, for and in consideration of the premises, mutual covenants and
conditions contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.
Engagement of the Representative.

1.1
The Company hereby engages the Representative to market and solicit orders
for the license of the Services in the Territory (as defined in Section 1.3 below), subject to
acceptance by the Company. The engagement of the Representative shall be as an
independent contractor and not as an employee, agent, subsidiary, or corporate affiliate of the
Company and shall be for the Term as defined in Section 1.2 below unless earlier terminated
pursuant to the terms of this Agreement. The Representative hereby accepts such engagement.

1.2
The term of the engagement (the “Term”) shall be enduring unless either the
Company or the Representative gives the other party written notice of its intention to terminate
this Agreement for cause delivered to such provided that this Agreement has not been earlier
terminated pursuant to the terms hereof.
 1.3
The 'Territory' referred to in this Agreement shall encompass the geographical
boundaries of the city of Indore in Madhya Pradesh, India. Any expansion or modification of the
Territory shall require mutual agreement between the Company and the Representative in
writing.

1.4
The Representative is authorized to use the company brand name, product
names, product features, and overall company portfolio solely in connection with the
performance of their duties as a sales representative under this Agreement. This authorization
is subject to compliance with the policies and procedures established by the Company from time
to time. It is understood that this authorization does not constitute an assignment, license, or
transfer of any rights in or to such materials or any other intellectual property of the Company.

1.5
During the term of this Agreement, the Representative shall not market, solicit the
license or sale of or have an interest, directly or indirectly, in any Person (as defined below) that
markets or solicits the sale of, any service that would compete with the Services or otherwise
conflict with the best interests of the Company.

1.6
The Company understands and agrees that the Representative may market
and/or solicit orders for the Services by itself or through any third party or parties at any time,
provided Company approves.

1.7
The Representative shall not have authority to negotiate, finalize deals with
customers, or accept orders on behalf of the Company unless expressly authorized in writing by
the Company. Any authorization granted by the Company must be specific to each transaction
and shall include the terms and conditions of the deal.

Upon receiving written approval from the Company for a specific transaction, the
Representative shall have the authority to negotiate, finalize the deal with the customer, and
accept orders. The Representative shall ensure that customers deposit the agreed-upon
amount to the Company before delivering the Services.

1.8
The Representative shall serve as the primary point of contact between the
company and the customer, facilitating communication and coordination. They are responsible
for providing customer support, including in-person assistance if required, and shall connect the
customer to the technical team or other relevant departments within the company as necessary
for assistance.
 2.
Prices and Terms of Order; Confirmation and Acceptance of Orders.

2.1
The Representative shall quote only the prices, delivery schedules and other
terms and conditions supplied by the Company and no deviations shall be made therefrom.

2.2
All orders solicited and taken by the Representative shall be submitted to the
Company and are subject to acceptance and confirmation in writing by a duly authorized officer
of the Company. Only the Company shall make decisions regarding a customer’s credit and all
matters relating to billing to customers. The Representative shall, on request, assist the
Company in obtaining credit information relating to customers or prospective customers. All
quotations for the Services made by the Representative to customers or prospective customers
and all orders delivered to the Representative must be made expressly subject to the approval
and confirmation of the Company and are not final until an authorized officer gives such
approval in writing.

2.3
The Company reserves the right, in its sole discretion, to decline to accept any
order and to change or discontinue the marketing of any of the Services, without prior notice to
the Representative. In the event that the Company declines to accept any such order or change
or discontinue the marketing of any of the Services the Company shall not be liable to the
Representative for the payment of any commission or fees that would have been payable
hereunder had such order been accepted by the Company.

2.4
The Company may, in its sole discretion, cancel any order, either in whole or in
part, at any time after acceptance by the Company and the Company shall be relieved of all of
its obligations with respect to commissions and fees thereto, except for any commissions
already due at time of cancellation from payments already made by customer which shall
be paid to representative.

3.
Commissions and Expenses.

The Company shall pay a commission to the Representative entered into by the
Company with customers obtained primarily through the efforts of the Representative, in
accordance with the fee schedule set forth in Schedule B attached hereto.
 4.
Furnishing Sales Materials to the Representative.

In connection with the Representative’s performance of his duties and

obligations, the Company may from time to time during the term of this Agreement furnish the
Representative with such sales catalogs, brochures, samples, equipment, software and other
sales materials (collectively the “Sales Materials”) as the Company deems necessary to enable
the Representative to solicit orders for the Services. All Sales Materials shall remain the
exclusive property of the Company. The Representative shall use such Sales Materials solely
for the purpose of soliciting orders for the Services within the Territory.

5.
Termination

Either party may terminate this Agreement by providing written notice of

termination to the other party, with a notice period of 30 days. Upon termination, both parties
remain liable for any breaches of this Agreement and payment obligations, including
commissions or outstanding amounts due.

6.
Non-Disclosure

6.1
The Representative covenants and agrees that he shall not, during the Term of
this Agreement, except in the performance of obligations hereunder, or at any time after the
termination of this Agreement, communicate or disclose to any Person (other than the Company
or its Affiliates and the Company’s agents, consultants, auditors or attorneys), or use for his
account, without the prior written consent of the Company, any business information,
observations, data, written material, records or documents relating to the business and affairs of
the Company or any of its Affiliates, including, without limitation, any trade secrets, customer
lists, information relating to sources of customers or prospects, financial, personnel and
customer information, and any confidential information concerning the business or affairs of any
supplier, creditor, lender, shareholder or customer of the Company or any of its Affiliates which
was obtained or acquired by the Representative during the Term of this Agreement. In addition,
the Representative shall not discuss the fees or other compensation received by the
Representative, or by any of the Company’s employees, salesmen or agents with any other
person whether or not they are employed by the Company (except for confidential discussions
with the Representative’s accounting and legal advisors); nor shall the Representative discuss
sales achieved by the Company or any profit and cost information with any other party except
as authorized by the President of the Company. The Representative further covenants and
agrees that the Representative shall retain all such knowledge and information concerning the
foregoing in trust for the sole benefit of the Company and its Affiliates and their successors and
assigns.
 6.2
The Representative agrees that the obligations of confidentiality and
non-disclosure outlined herein shall survive the termination of this Agreement and shall remain
in effect indefinitely, unless otherwise agreed upon in writing by both parties.

7.
Non-Circumvent

While this agreement is in force, the Company agrees not to circumvent the
Representative by communicating or conducting business with the Representative’s clients
either directly or through other representatives without prior agreement. This provision shall
cease to be effective upon termination of this agreement.

8.
Covenant to Report; Ownership of Trade Secrets.

The Representative shall promptly communicate and disclose to the Company all
observations made and data obtained by the Representative during the Term. All written
materials, records and documents made by the Representative or coming into his possession
during the Term concerning the business or affairs of the Company or any of its Affiliates shall
be the sole property of the Company and its Affiliates; and upon the Termination of this
Agreement or upon the earlier request of the Company during the Term, the Representative
shall promptly deliver the same to the Company (or its designee).

9.
No Conflicts with Other Agreements. The Representative represents and
warrants that his obligations under this Agreement do not breach, violate, conflict with or
contravene any oral or written understanding or agreement binding on the Representative,
including, without limitation, any covenant not to compete.

10.
Changes; Alterations. No change, alteration, modification or addition to this
Agreement shall be effective unless in writing and properly executed by the parties hereto.

11.
Applicable Law. This Agreement shall be governed by and construed solely
and exclusively in accordance with the laws of the district of Pune, Maharashtra, INDIA, without
regard to any statutory or common-law provision pertaining to conflicts of laws.
 12.
Entire Agreement. This Agreement, together with Schedule A and Schedule B
attached hereto, embodies the entire agreement and understanding between the parties hereto
with respect to the subject matter of this Agreement and supersedes all prior agreements,
commitments, arrangements; negotiations or understandings, whether oral or written, between
the parties with respect thereto. There are no agreements, covenants, undertakings,
representations or warranties with respect to the subject matter of this Agreement other than
those expressly set forth or referred to herein.

13.
Severability. If any provisions of the Agreement shall be declared to be invalid
or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof, which shall remain in full force and effect.

14.
Indemnification. The Representative agrees to indemnify, defend, and hold
harmless the Company and its officers, directors, employees, and affiliates from and against any
and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys'
fees) arising out of or relating to any breach or alleged breach of this Agreement by the
Representative.

15.
Headings. The headings contained in this Agreement are for convenience of
reference only and shall not constitute a part hereof or define, limit or otherwise affect the
meaning of any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

Govind Yadav
Isha Birla
“Representative”
Business Development Manager,
Birlamedisoft Pvt Ltd
 SCHEDULE A
DESCRIPTION OF SERVICES
·
The Representative shall engage in the sales and marketing of healthcare
IT service products, including but not limited to Laboratory Information
Management System (LIMS) software, Hospital Information Management
System (HIMS) software, Radiology software, and machine interfacing for
laboratories and radiology departments.

The Representative shall also provide ancillary services related to these

products to major healthcare organizations, including hospitals, diagnostic
centers, and healthcare service providers.

The Representative agrees to protect the interests of Birlamedisoft Pvt Ltd

to the best of their ability, including the safekeeping of trade secrets of the
Company.
 SCHEDULE B
FEES

1. Sale from Birlamedisoft to third party customers via the representative:

1.1
Initial Sale Commission:

The Representative is entitled to receive fifteen percent (15%) of the gross sales
revenues from Birlamedisoft's products, calculated after GST deduction, for each
specific customer's initial payment per transaction.

For Laboratory Information Management System (LIMS) software sales, this

commission applies solely to the initial payment made by the customer and does not
cover subsequent recurring payments from service subscription renewals, which are the
company's sole revenue source.

1.2
Annual Maintenance Contract (AMC) Renewal Commission:

For Hospital Information Management System (HIMS) software, the Representative

shall be entitled to receive a commission of fifteen percent (15%) on the gross Annual
Maintenance Contract (AMC) revenue, contingent upon the renewal of service
subscriptions in subsequent years. This commission shall be calculated after deducting
GST and acknowledges the Representative's role as the primary point of contact and
support provider for the company with the customer.

1.3
Additional Benefit Clause:

In the event of sales transactions encompassing both the sale of software and
instrument interfacing to the customer, the Representative shall be entitled to receive an
additional five percent (5%) of the gross sales revenues received by the Company.
This entitlement shall be calculated after deduction of GST or any other applicable
taxes.
 1.4
Any additional services required by the company will have payment terms that are to be
decided for that unique situation. These terms will be agreed upon by the Company and
the Representative and are not a part of this contract.

2. Payment: Commissions payable to the Representative under this Agreement shall

be remitted within 7 business days of the Company's receipt of payment from the
customer. The Representative shall provide the Company with the necessary banking or
payment information for timely and accurate remittance.

2% of Tax Deducted at Source (TDS) will be deducted from the amount paid to the
Sales Representative in accordance with the applicable tax laws and regulations in
India.

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