1.1 Definitions. In this Agreement, the following expressions have the following meanings.

**"Affiliate"** means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty per cent (50%) of the voting securities or the power to direct the management and policies of that entity.

**"Agreement"** means this Master Services Agreement together with its Schedules, each Order Form executed under it, and each document incorporated by reference under 2.2.

**"Applicable Law"** means all statutes, subordinate legislation, rules, regulations, notifications, directions, guidelines and orders having the force of law in the Republic of India that apply to a Party in the performance of this Agreement, as amended, re-enacted or replaced from time to time.

**"Authorised User"** means an individual to whom the Customer grants access to the Platform, being an employee, contractor, consultant, visiting practitioner or agent of the Customer acting for the Customer's internal business purposes.

**"Business Day"** means a day other than a Saturday, Sunday or a day gazetted as a public holiday at Bulandshahar, Uttar Pradesh.

**"Charges"** means all amounts payable by the Customer under this Agreement, comprising the Deployment & Activation Fee, the Platform Fee, any Value Share, and any other amount specified on an Order Form or a Change Order, in each case exclusive of Taxes.

**"Clinical Decision"** means any decision concerning the diagnosis, treatment, prevention, monitoring, prognosis or clinical management of an identified individual, including any decision to prescribe, administer, withhold, escalate or discontinue any intervention.

**"Commissioned Module"** means software functionality that Pensieve designs, develops or configures for the Customer at the Customer's request, delivered as part of or as an extension to the Platform, and identified as a Commissioned Module on an Order Form, a Statement of Work or a Change Order.

**"Confidential Information"** has the meaning given in 12.1.

**"Configuration"** means the values, settings, parameters, master data, tariff structures, formularies, organisational structures, role definitions, permission sets, form layouts, report definitions, workflow definitions and similar declarative artefacts that the Customer or Pensieve records within the Platform's configuration surfaces in order to make the Platform operate in the manner the Customer requires. Configuration does not include the software that interprets or executes it.

**"Customer Application"** means an application, workflow, data model, form, report, dashboard or automation that the Customer, or a third party engaged by the Customer, builds on the Platform using the Platform's application-building surfaces, expressed as Configuration or as declarative artefacts within the Platform.

**"Customer Data"** means all data, records, documents, images, messages and content that the Customer, an Authorised User, a Data Principal, or a Third-Party System acting on the Customer's authority, inputs into, uploads to, generates within, or causes to be processed by the Platform, including patient records, clinical documentation, diagnostic results, images, financial and billing records, inventory records, personnel records and audit logs relating to the Customer's operations. Customer Data includes Personal Data and Configuration, and excludes the Platform, Platform Improvements and Platform Telemetry.

**"Customer Environment"** means, where the Deployment Model is DM-3, the cloud project, subscription, account or tenancy owned and paid for by the Customer within which the Platform is deployed, and, where the Deployment Model is DM-4, the Customer Infrastructure and the software environment operating on it.

**"Customer Infrastructure"** means, where the Deployment Model is DM-4, the servers, storage, network equipment, power, cooling, physical premises and connectivity provided, owned, hosted and controlled by the Customer on which the Platform is deployed.

**"Customer Materials"** means materials in which the Customer or its licensors own Intellectual Property Rights and which the Customer makes available to Pensieve or records in the Platform, including clinical protocols, order sets, care pathways, consent forms, standard operating procedures, tariff schedules, templates, trade marks, logos and brand assets.

**"Data Fiduciary"**, "Data Processor", "Data Principal", "Personal Data" and "personal data breach" bear the meanings given to them in the Digital Personal Data Protection Act, 2023.

**"Deployment Model"** means the deployment architecture recorded on the Order Form as DM-1, being one of DM-1, DM-2, DM-3 or DM-4 as described in Schedule 2 and in the Deployment Models Explained disclosure (WPR-GL-004).

**"Deployment & Activation Fee"** or "DAF" means the one-time fee stated on the Order Form and payable under 6.3 for deployment, configuration, data loading, integration, training, cutover and the initial hypercare period.

**"Documentation"** means the then-current user, administrator and technical documentation for the Platform that Pensieve makes generally available to its customers.

**"Effective Date"** means 31 July 2026, or, if different, the date stated as the effective date on the first Order Form executed under this Agreement.

**"Exit Period"** has the meaning given in 22.3.

**"Feedback"** means any suggestion, enhancement request, recommendation, defect report, correction, idea or other input concerning the Platform or the Services that the Customer or an Authorised User provides to Pensieve, excluding Customer Data and Customer Materials.

**"Force Majeure Event"** has the meaning given in 24.1.

**"Go-Live"** means the point at which the Platform is in production use by the Customer for the scope recorded on the Order Form, evidenced by a Production Go-Live Certificate (CRT-GL-007) signed by both Parties or by the Customer's use of the Platform in production for five (5) consecutive Business Days, whichever occurs first. "Go-Live Date" means the date on which Go-Live occurs. "Target Go-Live Date" means Deal go live target date.

**"Initial Term"** means the period of Deal term months months commencing on the Effective Date.

**"Insolvency Event"** means, in relation to a Party: the admission of an application for corporate insolvency resolution in respect of that Party under the Insolvency and Bankruptcy Code, 2016; the appointment of a liquidator, provisional liquidator, resolution professional, receiver or administrator over that Party or any material part of its assets; the passing of a resolution or the making of an order for its winding up other than for solvent reconstruction; a general assignment for the benefit of creditors; or the cessation of substantially the whole of its business.

**"Intellectual Property Rights"** means patents, rights in inventions, copyright and related rights, moral rights, trade marks, service marks, trade names, rights in get-up, goodwill, rights in designs, database rights, rights in computer software, rights in confidential information and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered, including applications for and renewals or extensions of such rights, and all equivalent rights anywhere in the world.

**"Order Form"** means a document in the form of ORD-GL-001 executed by both Parties that records the Deployment Model, the commercial model, the Charges, the Term, the scope of deployment and the other deal-specific particulars for a given engagement.

**"Platform"** means Pensieve, being the software, application programming interfaces, data models, schemas, algorithms, application-building surfaces, infrastructure definitions, deployment automation, tooling and Documentation made available by Pensieve under this Agreement, in each case including all versions, releases, updates, corrections, enhancements and Platform Improvements from time to time. The Platform does not include Customer Data or Customer Materials.

**"Platform Fee"** means the recurring fee for access to and operation of the Platform, stated on the Order Form and payable under 6.4.

**"Platform Improvement"** means any modification, enhancement, correction, extension, derivative work, method, technique, know-how or generally applicable capability relating to the Platform that Pensieve conceives, creates or reduces to practice, whether or not in the course of performing the Services, and whether or not prompted by Feedback. A Platform Improvement does not include Customer Data, Customer Materials or the content of any Customer Application.

**"Platform Telemetry"** means operational and diagnostic data generated by the Platform about its own functioning, performance metrics, error and exception records, resource consumption, feature-usage counts, availability measurements and security events, from which direct identifiers of Data Principals have been removed or redacted before the data leaves the Customer's tenant boundary.

**"Security Addendum"** means the addendum in the form of ADD-GL-001, which is the source of truth for the information-security controls Pensieve applies.

**"Service Credits"** means the credits calculated and applied in accordance with SLA-GL-001.

**"Services"** means the services Pensieve performs under this Agreement, comprising: making the Platform available in accordance with the Deployment Model; deployment, configuration, data loading, integration, training and cutover as described on the Order Form or a Statement of Work; support and maintenance in accordance with SLA-GL-001 and ADD-GL-002; and any other service recorded on an Order Form or Change Order.

**"SLA"** means the Service Level Agreement in the form of SLA-GL-001, which is the source of truth for availability targets, measurement method, support severities, response and restoration targets, exclusions and Service Credits.

**"Taxes"** means goods and services tax, value-added tax, cess, duties, levies and any similar tax lawfully chargeable on a supply under this Agreement, and excludes taxes on Pensieve's net income.

**"Term"** means the Initial Term together with each Renewal Term, ending on the effective date of expiry or termination of this Agreement.

**"Third-Party Credentials"** means the client identifiers, secrets, certificates, keys, tokens, usernames, passwords, licence keys and other authentication material issued to or held by the Customer for a Third-Party System, and supplied by the Customer to Pensieve under 9 and ADD-GL-007.

**"Third-Party System"** means any system, service, network, registry, exchange, device or application not operated by Pensieve with which the Platform exchanges data at the Customer's direction, including the Ayushman Bharat Digital Mission ecosystem, the National Health Claims Exchange, insurers and third-party administrators, payment gateways, messaging and communication providers, laboratory analysers, imaging modalities and picture archiving systems, government portals, banks, and the Customer's own or legacy systems.

**"Value Share"** means the variable consideration, if any, computed and payable in accordance with ADD-GL-019.

1.2 Interpretation. In this Agreement, unless the context requires otherwise:

1.2.1 the singular includes the plural and vice versa, and a gender includes every gender;

1.2.2 a reference to a statute or statutory provision is a reference to it as amended, extended, consolidated, re-enacted or replaced from time to time, and includes subordinate legislation made under it;

1.2.3 "including", "includes" and "in particular" are illustrative and do not limit the generality of the preceding words;

1.2.4 "writing" and "written" include electronic mail and any other electronic form that is accessible so as to be usable for subsequent reference, in accordance with section 4 of the Information Technology Act, 2000;

1.2.5 a reference to a clause, sub-clause or Schedule is to a clause, sub-clause or Schedule of this Agreement;

1.2.6 headings are for convenience only and do not affect interpretation;

1.2.7 a period expressed in days runs from the day after the event that starts it, and if the last day is not a Business Day, the period ends on the next Business Day; and

1.2.8 no rule of construction operates against the Party that drafted this Agreement. The Parties record that this Agreement is a published standard form, that the Customer had a full opportunity to obtain independent legal advice on it, and that it is not a contract of adhesion.

1.3 Currency and amounts. All Charges are expressed in Deal currency unless the Order Form states otherwise. Where an amount is stated in figures and in words and the two differ, the amount in words prevails.

2.1 Structure. This Agreement is the framework. It does not itself commit either Party to any deployment. Each engagement is committed by an executed Order Form, which incorporates this Agreement by reference. This Agreement continues in force for so long as any Order Form executed under it remains in force.

2.2 Documents incorporated by reference. The following documents are incorporated into and form part of this Agreement. Their identifiers, versions and locations are listed in Schedule 4.

2.3 Order of precedence. If there is a conflict or inconsistency between the terms of the documents forming this Agreement, the following order applies, a higher-listed document prevailing over a lower-listed document only to the extent of the conflict and only on the subject matter that the higher-listed document governs:

1. the Order Form (and any Change Order amending it), including the Statement of Work where executed;
2. the Data Processing Agreement (DPA-GL-001), on the processing of Personal Data;
3. the Security Addendum (ADD-GL-001), on information-security controls;
4. the Service Level Agreement (SLA-GL-001), on availability, support and Service Credits;
5. this Master Services Agreement, including its Schedules;
6. every other addendum incorporated under 2.2, in the order listed there;
7. Pensieve's published policies referred to in this Agreement.

2.3.1 Data protection is the exception, and the DPA's own ordering governs it. On the subject matter of the processing of Personal Data, DPA-GL-001 prevails over every other document forming this Agreement, including the Order Form, and the order of precedence stated within DPA-GL-001, which ranks its jurisdiction annexures and, where incorporated, the Standard Contractual Clauses above its own body, applies in place of the list in 2.3. Nothing in a lower-ranked document reduces a protection given to a Data Principal by a higher-ranked one. This sub-clause exists so that the two stacks cannot be read as inconsistent.

2.4 Limits on the Order Form. Notwithstanding 2.3, an Order Form varies 12 (Confidentiality), 13 (Intellectual Property), 14 (Clinical Safety Boundary), 17 (Indemnities), 18 (Limitation of Liability), 25 (Dispute Resolution) or 26 (Governing Law) only where it expressly identifies the clause being varied and states that it is varying it. A general statement on an Order Form that its terms prevail is not sufficient to vary those clauses.

2.5 No purchase-order terms. The Customer may issue a purchase order for administrative purposes. Pensieve may acknowledge and invoice against it. Any printed, referenced or hyperlinked terms on or behind a purchase order, vendor portal, supplier registration form, invoice portal or click-through vendor onboarding flow have no contractual effect between the Parties, and neither acknowledgement, performance nor invoicing constitutes acceptance of them.

2.6 Policies. Pensieve may update a published policy incorporated under 2.2 from time to time. Pensieve will give the Customer at least thirty (30) days' prior written notice of any update that materially reduces the Customer's rights or materially increases its obligations, and, where the Customer objects in writing within that period on reasonable grounds, the prior version continues to apply to the Customer until the earlier of the end of the then-current Term or agreement between the Parties. Updates required by Applicable Law take effect on the date required by that law.

2.7 Publication. Pensieve publishes the standard forms of this Agreement, the DPA, the SLA and the Security Addendum at https://trust.pensievelabs.org. The version of each document that applies between the Parties is the version identified in Schedule 4, and a change to the published standard form does not alter this Agreement.

3.1 Grant of right to use. Subject to the Customer's compliance with this Agreement and payment of the Charges, Pensieve grants the Customer, for the Term, a non-exclusive, non-transferable, non-sublicensable right for the Customer and its Authorised Users to access and use the Platform for the Customer's internal business purposes at the sites recorded on the Order Form.

3.2 Nature of the grant. The Platform is made available as a service. This Agreement does not transfer ownership of, or grant any right in, the software comprising the Platform other than the right to use it as described in 3.1. Where the Deployment Model requires software to be installed within the Customer Environment, the right in 3.1 extends to the operation of that installed instance for the Term and for no other purpose.

3.3 Scope. The functional scope, the number of sites, the enabled capabilities and the integrations included are those recorded on the Order Form. Capabilities not recorded on the Order Form are not within scope and are added only by Change Order (ADD-GL-015).

3.4 Performance of the Services. Pensieve will perform the Services with reasonable skill and care, in accordance with the Documentation, the SLA and the Security Addendum, and using personnel with appropriate skills and experience.

3.5 Deployment and Go-Live. Pensieve will deploy the Platform and work towards the Target Go-Live Date in accordance with the Order Form. The Parties acknowledge that Go-Live depends on Customer-side inputs listed in the Hospital Input Pack (FRM-GL-100) and on the availability of Third-Party Credentials, and that Pensieve's ability to meet the Target Go-Live Date is conditional on those inputs being supplied in the form and by the dates recorded there.

3.6 Go-Live Guarantee. If Go-Live has not occurred by the Target Go-Live Date for reasons within Pensieve's reasonable control, the Customer may, by written notice given within thirty (30) days after the Target Go-Live Date, terminate this Agreement and every Order Form under it, and Pensieve will refund the Deployment & Activation Fee in full within fifteen (15) days of the notice, without set-off and without deduction. Delay attributable to the Customer's inputs, decisions, approvals, Third-Party Credentials, Third-Party Systems, Customer Infrastructure or Customer Environment does not engage this sub-clause, and the Target Go-Live Date is extended day-for-day by any such delay. This sub-clause is the Customer's sole remedy for failure to achieve Go-Live by the Target Go-Live Date.

3.7 Acceptance. A deliverable, milestone or Service is deemed accepted on the fifteenth (15th) day after Pensieve notifies the Customer of its delivery unless the Customer gives written notice within that period specifying a material non-conformity with the Order Form, the Statement of Work or the Documentation. Where such a notice is given, Pensieve will remedy the non-conformity and re-submit the deliverable, and the same period applies to the re-submission. Deemed acceptance under this sub-clause is the "deemed acceptance" referred to in section 15 of the Micro, Small and Medium Enterprises Development Act, 2006.

3.8 Changes to the Platform. Pensieve may modify, enhance and re-architect the Platform. Pensieve will not, during a Term, remove or materially degrade a capability that the Customer is then using and that is recorded on the Order Form, except where required by Applicable Law, where required to address a security vulnerability, or where the capability is replaced by a substantially equivalent capability. Deprecation of generally available capabilities is governed by POL-GL-064.

3.9 No custom development as a condition of Go-Live. The Platform is deployed by configuration. Requests for functionality that does not exist are recorded on the product roadmap or commissioned by Change Order, and in either case are not conditions of Go-Live or of payment, unless the Order Form expressly records a Commissioned Module as a Go-Live dependency.

3.10 Subcontracting. Pensieve may engage subcontractors and subprocessors to perform parts of the Services. Pensieve remains responsible for their acts and omissions as if they were its own. Subprocessors that process Personal Data are governed by DPA-GL-001 and are listed in the Subprocessor Register (DIS-GL-009); the approval and objection mechanism is in ADD-GL-022.

4.1 Selection. The Deployment Model is DM-1, as recorded on the Order Form and described in Schedule 2. The Deployment Model determines who owns and pays for the infrastructure, who controls it, what Pensieve can commit to, and what happens to the environment on termination.

4.2 Change of Deployment Model. A change of Deployment Model is a material change of scope. It is effected only by Change Order and may attract a further Deployment & Activation Fee, a revised Platform Fee, a revised Target Go-Live Date and revised service levels.

4.3 Residency. Data residency for each Deployment Model is stated in the Data Residency Statement (DIS-GL-008). For DM-1 and DM-2 the Platform and Customer Data are hosted in the region recorded on the Order Form as Deal data region.

4.4 DM-1: Dedicated (Pensieve-hosted, isolated). Pensieve provisions and operates an isolated cloud project within Pensieve's own cloud organisation, with dedicated compute, database, storage and encryption keys for the Customer. Pensieve owns the cloud account, pays the infrastructure cost, and carries the availability commitment in the SLA.

4.5 DM-2: Shared (Pensieve-hosted, multi-tenant). Pensieve operates a shared platform with logical isolation between tenants, per-tenant encryption keys and row-level access enforcement, as described in DIS-GL-032. Pensieve owns the cloud account, pays the infrastructure cost, and carries the availability commitment in the SLA.

4.8 Deployment-model applicability of other documents. Each incorporated document states its own applicability by Deployment Model. Where a statement in this Agreement is expressed generally and an incorporated document states a per-model variation, the variation prevails for that model.

5.1 Commencement and Initial Term. This Agreement commences on the Effective Date and continues for the Initial Term unless terminated earlier in accordance with 21.

5.2 Renewal. At the end of the Initial Term and of each Renewal Term, this Agreement and each Order Form then in force renew automatically for successive periods of twelve (12) months (each a "Renewal Term") unless either Party gives written notice of non-renewal at least Deal notice period days days before the end of the then-current term.

5.3 Price on renewal. The Platform Fee for a Renewal Term is the Platform Fee for the expiring term adjusted in accordance with POL-GL-065, subject to the escalation cap recorded on the Order Form. Pensieve will notify the Platform Fee for a Renewal Term at least sixty (60) days before the renewal date. Where Pensieve notifies an increase above the cap recorded on the Order Form, the Customer may terminate with effect from the end of the then-current term by notice given within thirty (30) days of the notification, notwithstanding 5.2.

5.4 Survival of the framework. Expiry or termination of an Order Form does not terminate this Agreement. This Agreement terminates when the last Order Form under it expires or terminates, or on notice under 21.

6.1 The two clocks. The consideration under this Agreement has a fixed component and, where the Order Form so provides, a variable component. They run on separate clocks and are separate obligations. The Deployment & Activation Fee and the Platform Fee are fixed, are payable in advance, and are not contingent on any measured outcome. The Value Share, where applicable, is measured and invoiced in arrears under ADD-GL-019. Neither the existence of a Value Share dispute nor the failure of the Parties to agree a baseline suspends, reduces, delays or offsets any Platform Fee or Deployment & Activation Fee.

6.2 Charges. The Charges, their amounts, their frequency and their payment dates are recorded on the Order Form. Schedule 3 sets out the commercial particulars for this Agreement.

6.3 Deployment & Activation Fee.

6.3.1 The Deployment & Activation Fee is payable in advance, on execution of the Order Form, against a proforma invoice issued with the executed Order Form. The due date is stated as a date on that proforma invoice.

6.3.2 The Deployment & Activation Fee covers the deployment scope recorded on the Order Form. Work outside that scope is chargeable by Change Order.

6.3.3 The Deployment & Activation Fee is non-refundable once provisioning has begun, except under the Go-Live Guarantee in 3.6.

6.3.4 Pensieve is not obliged to commence provisioning before the Deployment & Activation Fee is received in cleared funds.

6.4 Platform Fee.

6.4.1 The Platform Fee is payable in advance for each billing period, at the frequency recorded on the Order Form as Deal platform fee frequency.

6.4.2 The first Platform Fee period commences on the earlier of the Go-Live Date and the thirtieth (30th) day after execution of the Order Form.

6.4.3 The Platform Fee is not contingent on usage, on the number of Authorised Users, on bed occupancy or on the achievement of any outcome, and is not reduced for periods of non-use.

6.4.4 Where the Order Form records a discount for an electronic mandate, for annual payment in advance or for a longer committed term, and the condition of that discount ceases to be satisfied, the Platform Fee reverts to the undiscounted amount prospectively from the next billing period.

6.5 Value Share. Where Deal commercial model is VALUE_SHARE or HYBRID, the Value Share is computed, verified, reported, invoiced and disputed exclusively in accordance with the Value Measurement & Attribution Framework (ADD-GL-019). That Annexure is the sole source of the measurement methodology, the benefit categories, the baseline, the attribution rules, the floor, the collar, the taper, the cap, the verification mechanism and the dispute process. Nothing in that methodology is restated in this Agreement, and no term of this Agreement is to be read as varying it. Pensieve gives no warranty, representation or guarantee that any level of benefit will be achieved or that any Value Share will become payable.

6.6 Invoicing.

6.6.1 Pensieve will issue a tax invoice complying with rule 46 of the Central Goods and Services Tax Rules, 2017 for each amount due, addressed to the legal entity and registration number recorded on the Order Form.

6.6.2 The Customer will provide, before the first invoice, the exact billing entity name, billing address, goods and services tax registration number, place of supply, purchase-order number where its processes require one, and the name and electronic mail address of the person to whom invoices must be sent. A change to any of those particulars takes effect for invoices issued after the Customer notifies it in writing.

6.6.3 Where the Customer's processes require a purchase order, the Customer will issue it within seven (7) days of executing the Order Form. Absence of a purchase order does not excuse payment, and the Customer will not reject or return an invoice solely for absence of a purchase-order reference that it has not issued.

6.6.4 Where an advance is received before the corresponding supply, Pensieve will issue a receipt voucher under section 31(3)(d) of the Central Goods and Services Tax Act, 2017 and will adjust the advance against the tax invoice when issued.

6.7 Payment terms.

6.7.1 Pensieve is registered on the Udyam portal as a Micro enterprise under the Micro, Small and Medium Enterprises Development Act, 2006, Udyam Registration Number [TO BE SUPPLIED]. A copy of the registration certificate is annexed to each invoice.

6.7.2 In accordance with section 15 of that Act, the Customer will pay each undisputed invoice within Deal payment terms days days of the date of acceptance or deemed acceptance under 3.7, and in no event later than forty-five (45) days from that date. Any term of any document purporting to allow payment later than forty-five (45) days is, to that extent, of no effect while Pensieve is a micro or small enterprise.

6.7.3 Payment is made by electronic transfer to the account recorded in Schedule 3 in cleared funds. Payment is not made until Pensieve's account is credited.

6.7.4 Where the Order Form records an electronic mandate for recurring collection, the Customer will register and maintain that mandate for the Term and will not revoke it while any amount is outstanding.

6.8 Disputed invoices. The Customer may withhold payment of a specific line item on an invoice only where it notifies Pensieve in writing, within ten (10) Business Days of receiving the invoice, of the line item disputed and the grounds. The Customer will pay the undisputed balance on the due date. The Parties will resolve the dispute under 25. Withholding an entire invoice on account of a disputed line item is not permitted and does not stop interest running on the undisputed balance.

6.9 Late payment.

6.9.1 Statutory interest. Where Pensieve is a micro or small enterprise, interest on delayed payment accrues under section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 at three times the bank rate notified by the Reserve Bank of India, compounded with monthly rests, from the appointed day. That entitlement is statutory. It is not waived, reduced, deferred or displaced by this Agreement, and no term of any document is effective to waive it.

6.9.2 Contractual interest. Where 6.9.1 does not apply, interest accrues on any overdue amount at one and one-half per cent (1.5%) per month, or the highest rate permitted by Applicable Law if lower, from the due date until payment.

6.9.3 Costs of recovery. The Customer will reimburse Pensieve's reasonable costs of recovering an overdue amount, including bank charges and legal fees actually incurred.

6.9.4 Forbearance. Pensieve may decide, in a particular case, not to press interest that has accrued. A decision not to press interest on one occasion is not a waiver of the entitlement, does not create a course of dealing, and does not affect any other invoice.

6.9.5 Statutory dispute route preserved. Nothing in this Agreement limits Pensieve's right to refer a dispute concerning delayed payment to the Micro and Small Enterprises Facilitation Council under section 18 of that Act. See 25.7.

6.10 No set-off. The Customer will pay all Charges in full without set-off, counterclaim, deduction or withholding, except a deduction required by Applicable Law under 7.5 and a Service Credit applied in accordance with the SLA.

6.11 Suspension for non-payment. Pensieve's rights on non-payment are set out in 20, including the clinical-access carve-out in 20.4.

6.12 Refunds. Refunds and credits, where due, are governed by POL-GL-063 and are paid within fifteen (15) days of the event giving rise to them.

7.1 Charges exclusive of Taxes. The Charges are exclusive of Taxes unless the Order Form expressly records an amount as inclusive of goods and services tax. Where an amount is recorded as inclusive, Pensieve will state the tax component separately on the invoice.

7.2 Goods and services tax.

7.2.1 The supplies under this Agreement are a supply of services under paragraph 5(d) of Schedule II to the Central Goods and Services Tax Act, 2017. They are not a supply of goods. Pensieve will state the applicable six-digit service accounting codes on each invoice line.

7.2.2 Goods and services tax is charged at the rate in force on the date of the supply and is payable by the Customer in addition to the Charges, against a valid tax invoice.

7.2.3 Place of supply. The place of supply is determined under section 12(2) of the Integrated Goods and Services Tax Act, 2017 by reference to the location of the registered recipient. The Customer is responsible for giving Pensieve the correct registration number of the entity that is to be billed. Where the Customer supplies an incorrect registration number and Pensieve consequently charges the wrong head of tax, the Customer will co-operate in the correction and bears its own costs of re-booking.

7.2.4 Rate change. Any statutory increase or decrease in the rate of goods and services tax after the Effective Date is to the account of the Customer and is adjusted in the next invoice issued after the change takes effect.

7.2.5 Input tax credit: acknowledged position. The Parties record their common understanding that the Customer's healthcare output is exempt under entry 74 of Notification No. 12/2017-Central Tax (Rate) and that, in consequence, the Customer will be unable to recover a substantial part of the goods and services tax charged on Pensieve's invoices, in the proportion determined by section 17(2) of the Central Goods and Services Tax Act, 2017 read with rule 42 of the rules made under it. This is a consequence of the Customer's own tax status, is not a matter within Pensieve's control, and is not a ground for reducing, withholding or renegotiating any Charge or any tax component of any invoice. Pensieve will not omit, absorb or fail to charge tax lawfully due on a taxable supply.

7.2.6 Electronic invoicing. Where electronic invoicing under the Central Goods and Services Tax Rules, 2017 applies to Pensieve, Pensieve will obtain an invoice reference number and will print the digitally signed quick-response code on the invoice delivered to the Customer.

7.3 Tax status declaration. Pensieve's standing tax declaration (its residency, permanent account number, tax deduction and collection account number, registration number, line-wise withholding classification, and micro-enterprise status) is at Schedule 3 and is reproduced on each invoice. It is provided so that the Customer's vendor master can be configured correctly at the outset. It is a statement of Pensieve's position and does not determine the Customer's own tax obligations.

7.4 Line-wise classification. The Charges are separately stated by line on each invoice so that the Customer may apply the correct withholding provision to each line. The classification Pensieve applies is stated in Schedule 3.

7.5 Withholding tax.

7.5.1 The Customer may deduct tax at source from a payment where required by the Income-tax Act, 2025. An amount so deducted and duly deposited with the Central Government is treated as paid to Pensieve.

7.5.2 The Customer will issue the quarterly certificate of deduction (Form 131 or its successor) within fifteen (15) days of the due date for the corresponding quarterly statement, quoting the invoice.

7.5.3 The gross-up position. Pensieve does not seek a gross-up for tax lawfully deducted under the Income-tax Act, 2025 and duly deposited, because that deduction is creditable to Pensieve. However, the Customer will pay Pensieve an additional amount equal to the amount deducted, so that Pensieve receives what it would have received had no deduction been made, where: (a) the Customer deducts but fails to deposit the amount with the Central Government; (b) the Customer fails to issue the certificate under 7.5.2 within thirty (30) days after the statutory due date and continues to fail to do so fifteen (15) days after written notice; or (c) any deduction or withholding is required by a law other than the Income-tax Act, 2025. In each of those cases Pensieve cannot obtain credit for the amount deducted, and the deduction is therefore a reduction of the Charges rather than a payment of Pensieve's tax.

7.5.4 Lower deduction certificate. Where Pensieve holds a certificate for deduction at a lower or nil rate, it will provide a copy and the Customer will deduct at the certified rate for the period and up to the amount specified in the certificate.

7.5.5 No collection at source. The supplies under this Agreement are services. No tax is collectible at source on them, and no provision applicable to the purchase of goods applies.

7.6 Reconciliation. Each Party will file its returns so that the other Party's statutory credit statements reflect the transactions correctly. Pensieve will report each invoice in its outward-supply return for the tax period in which it is issued, or through the invoice furnishing facility where Pensieve files quarterly, so that the invoice appears in the Customer's auto-generated input statement without avoidable delay. The Customer will not reject an invoice in the invoice management system without notifying Pensieve of the reason within five (5) Business Days.

7.7 Change in tax law. If a change in tax law after the Effective Date imposes a new tax on the supplies under this Agreement, or changes the person liable to pay an existing tax, the Parties will give effect to the change with effect from the date it takes effect, and the economic burden falls where the statute places it.

8.1 Enabling obligations. The Customer will:

8.1.1 nominate a single project owner with authority to make decisions binding on the Customer, and an escalation contact, and keep both current;

8.1.2 complete and return the Hospital Input Pack (FRM-GL-100) in the form and by the dates recorded on the Order Form, and provide accurate master data, tariffs, formularies, organisational structures and user lists;

8.1.3 provide Third-Party Credentials in accordance with 9;

8.1.4 make its personnel available for training, user-acceptance testing and cutover as scheduled;

8.1.5 provide the network connectivity, end-user devices, browsers, printers, scanners, label printers and other peripherals meeting the specification Pensieve publishes, and maintain them;

8.1.6 where physical attendance is required, provide safe access to its premises, and comply with its own obligations as occupier; and

8.1.7 respond to a request for a decision, approval or input within five (5) Business Days, or within any shorter period recorded on the Order Form as a critical-path item.

8.2 Effect of Customer delay. Where the Customer fails to perform an obligation in 8.1, Pensieve's dates are extended day-for-day, Pensieve is relieved of the corresponding obligation for the duration, the associated service levels are suspended, and any resulting rework is chargeable at Pensieve's then-current rates. Pensieve will notify the Customer when it relies on this sub-clause.

8.3 Authorised Users. The Customer is responsible for its Authorised Users' compliance with this Agreement and for all activity under their credentials. The Customer will maintain accurate user records, assign the least privilege necessary, and remove access within one (1) Business Day of a user ceasing to be entitled to it. The Customer will not permit credential sharing.

8.4 Accuracy and lawfulness of Customer Data. The Customer is responsible for the accuracy, quality, integrity, legality and lawful collection of Customer Data, and for obtaining every notice, consent, authority and lawful basis required for its processing through the Platform. See 11.4.

8.5 Use restrictions. The Customer will not, and will not permit any person to:

8.5.1 use the Platform other than for the Customer's internal business purposes, or make it available to any person other than an Authorised User;

8.5.2 resell, sublicense, rent, lease, timeshare or operate the Platform as a service bureau for a third party, except as expressly recorded on the Order Form;

8.5.3 copy, modify, translate, adapt or create a derivative work of the Platform;

8.5.4 decompile, disassemble or reverse engineer the Platform, or attempt to derive its source code, except to the extent that Applicable Law expressly permits it notwithstanding this restriction and after the Customer has given Pensieve written notice and a reasonable opportunity to supply the information sought;

8.5.5 remove, obscure or alter any proprietary notice;

8.5.6 use the Platform to build a competing product, or benchmark it for publication without Pensieve's prior written consent, such consent not to be unreasonably withheld where the benchmark is factual, current and methodologically disclosed;

8.5.7 introduce malicious code, circumvent access controls, conduct penetration testing without Pensieve's prior written consent (which Pensieve will give on reasonable conditions for the Customer's own tenant), or interfere with the operation or security of the Platform or of any other customer's tenant;

8.5.8 use the Platform in breach of ADD-GL-004 or ADD-GL-005; or

8.5.9 use the Platform for any purpose that would cause it to be a medical device, including any use described as out of scope in 14.

8.6 Regulatory obligations of the Customer. The Customer holds and maintains every registration, licence, approval and accreditation required for its own operations, including registration under the Clinical Establishments (Registration and Regulation) Act, 2010 or the applicable State analogue, drug licences, radiation approvals, and its own facility and practitioner registrations in national digital health registries. Pensieve holds none of those and does not hold them on the Customer's behalf. See 9 and DIS-GL-026.

8.7 Business continuity of the Customer. The Customer will maintain, test and be able to operate documented downtime procedures that allow it to continue clinical operations safely during any period in which the Platform is unavailable, for any reason. This obligation is independent of any service level and is not reduced by it. See 14.6.

8.8 Co-operation on security. The Customer will implement the customer-side controls identified as its responsibility in the Security Addendum, including multi-factor authentication for administrative accounts, device security and network controls, and will notify Pensieve without undue delay of any suspected compromise of credentials or of the Platform.

9.1 The model. The Platform integrates with Third-Party Systems on a bring-your-own-key and bring-your-own-credential basis. The Customer holds its own registrations, participant identities, client identifiers, secrets, certificates and licences for each Third-Party System. The Customer supplies them to Pensieve. Pensieve stores them encrypted and uses them to exchange data with that Third-Party System as the Customer, on the Customer's own authority, and only for the purposes the Customer instructs. The detailed terms are in the BYOK/BYOC Credential Handling Addendum (ADD-GL-007) and the corresponding disclosure (DIS-GL-025).

9.2 Pensieve is not the regulated participant: stated affirmatively. Pensieve does not hold, and does not represent that it holds, certification, empanelment, milestone accreditation or participant status in the Ayushman Bharat Digital Mission ecosystem, the National Health Claims Exchange, or any comparable national digital health programme. This is a deliberate architectural boundary, not a gap. The registered health facility is the Customer; the facility identity, the practitioner identities and the claims-exchange participant credentials belong to the Customer; and the regulatory obligations that attach to those identities are the Customer's. Pensieve supplies the software through which the Customer meets them. The Integration Boundary Statement (DIS-GL-024) and the responsibility matrix (DIS-GL-026) state the allocation in full and are incorporated by reference for that purpose.

9.3 Customer responsibilities. The Customer will: obtain and maintain each registration and credential required for each Third-Party System recorded on the Order Form; comply with the terms, policies and technical requirements imposed by the operator of that Third-Party System; supply credentials to Pensieve by the secure method specified in ADD-GL-007; notify Pensieve promptly of any change, expiry, rotation, suspension or revocation; and pay every fee charged by the operator of the Third-Party System.

9.4 Pensieve responsibilities. Pensieve will: store Third-Party Credentials encrypted in a per-tenant key vault; restrict access to the personnel and service identities that require it; use them solely for the integration purposes recorded on the Order Form; support rotation; revoke and delete them on the Customer's written instruction and on offboarding; and record their use in an audit log available to the Customer. ADD-GL-007 states the custody, encryption, rotation, revocation and deletion commitments in full.

9.5 Scope of authority. The Customer authorises Pensieve to use the Third-Party Credentials solely for the integration purposes recorded on the Order Form or subsequently instructed in writing. That authority is limited, revocable at any time, and creates no general agency, no authority to bind the Customer to any third party beyond the transactions the Platform is configured to perform, and no authority to accept terms on the Customer's behalf.

9.6 Allocation of responsibility.

9.6.1 As between the Parties, the Customer is responsible for: the existence, validity, scope and lawfulness of each credential; the accuracy and lawfulness of the data submitted to a Third-Party System from the Customer Data; compliance with the operator's terms; and the consequences of any act performed through the Platform using the Customer's credentials in accordance with the Customer's instructions and configuration.

9.6.2 As between the Parties, Pensieve is responsible for: using the credentials only within the instructed scope; the security controls applied to their custody as stated in ADD-GL-007 and the Security Addendum; and technical faults in the Platform's own construction of a call to a Third-Party System.

9.6.3 Where a claim, penalty or loss arises from the use of Third-Party Credentials, responsibility follows 9.6.1 and 9.6.2, and the indemnities in 17 apply accordingly.

9.7 No responsibility for Third-Party Systems. Pensieve does not control, and does not warrant the availability, accuracy, continuity, performance, security or lawfulness of, any Third-Party System. Downtime, latency, schema change, deprecation, rate limiting, suspension, rejection of a transaction, or withdrawal of a Third-Party System is not a breach by Pensieve and is excluded from the service levels in the SLA. Where an operator changes an interface, Pensieve will use reasonable efforts to adapt the integration; where the change requires materially more effort than the original integration, the work is chargeable by Change Order.

9.8 Withdrawal of a Third-Party System. If a Third-Party System ceases to be available, or the Customer's credentials for it are revoked, Pensieve will disable the corresponding integration. The Charges are not reduced, and the Customer's obligations are not suspended, on account of the loss of a Third-Party System.

10.1 The Data Processing Agreement governs. The processing of Personal Data under this Agreement is governed exclusively by the Data Processing Agreement (DPA-GL-001), which the Parties have executed and which is incorporated into this Agreement. The substance of the data-protection obligations is not restated here. Where any term of this Agreement conflicts with the DPA on the processing of Personal Data, the DPA prevails.

10.2 Roles. The Customer is the Data Fiduciary. Pensieve is a Data Processor acting on the Customer's documented instructions. The Customer determines the purposes and means of processing Personal Data through the Platform. Section 8(1) of the Digital Personal Data Protection Act, 2023 places responsibility for compliance on the Data Fiduciary in respect of processing undertaken on its behalf by a Data Processor, and section 8(2) requires that engagement to be under a valid contract; the DPA is that contract.

10.3 What is in the DPA and not here. The DPA is the source of truth for: the subject matter, nature, purpose and duration of processing; the categories of Data Principals and Personal Data; Pensieve's obligations as Data Processor; security measures by reference to the Security Addendum; subprocessing; assistance with Data Principal rights; personal data breach notification and the timelines applicable to it; audit and evidence rights; cross-border transfer; and deletion and return of Personal Data.

10.4 Related disclosures. Breach notification commitments are in DIS-GL-016. Retention and deletion are in DIS-GL-023. Residency is in DIS-GL-008. Subprocessors are in DIS-GL-009. Remote and offshore access to Customer Data is in DIS-GL-033. Law-enforcement and legal-process handling is in POL-GL-067.

10.5 No independent processing. Pensieve does not process Customer Personal Data for any purpose of its own. See 11.5.

11.1 Ownership. As between the Parties, the Customer owns all right, title and interest in and to the Customer Data, including all Intellectual Property Rights in it. Nothing in this Agreement transfers any ownership of Customer Data to Pensieve. The Customer's ownership is not affected by the Deployment Model, by the location of storage, by any dispute, or by the expiry or termination of this Agreement.

11.2 Licence to Pensieve. The Customer grants Pensieve a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, index, back up, restore and otherwise process Customer Data solely to the extent necessary to: (a) provide, operate, secure, support, restore and maintain the Platform and the Services; (b) perform the Customer's documented instructions; and (c) comply with Applicable Law. The licence lasts only for so long as necessary for those purposes and ends on completion of deletion under 22.7. Pensieve may permit its subprocessors to exercise this licence to the same extent and subject to the same restrictions.

11.3 The Customer is the Data Fiduciary. The Customer is the Data Fiduciary in respect of the Personal Data within the Customer Data. It determines what data is collected, from whom, for what purpose, on what lawful basis, for how long it is retained, to whom it is disclosed and in what circumstances it is erased. Pensieve makes none of those determinations.

11.4 Customer warranties on Customer Data. The Customer warrants, on the Effective Date and on each day of the Term, that:

11.4.1 it has the right to provide the Customer Data to Pensieve and to have it processed as contemplated by this Agreement;

11.4.2 it has given every notice and obtained every consent, authorisation or other lawful basis required under Applicable Law for the collection, processing, storage, transfer to Pensieve, and further processing through the Platform and through each Third-Party System it instructs;

11.4.3 its instructions to Pensieve do not require Pensieve to act in breach of Applicable Law;

11.4.4 where the Customer Data includes the personal data of a child or of a person with a disability who has a lawful guardian, the Customer has complied with the applicable requirements, taking account of any exemption available to a clinical establishment;

11.4.5 Customer Data migrated from a legacy system was lawfully collected and may lawfully be transferred to and processed in the Platform; and

11.4.6 it has the right to grant the licence in 11.2.

11.5 No secondary use: Pensieve's commitment. Pensieve will not:

11.5.1 use Customer Data for any purpose other than those in 11.2;

11.5.2 use Customer Data, or any data derived from it, to train, fine-tune, evaluate or improve any machine-learning or artificial-intelligence model, whether for Pensieve, for another customer or for a third party;

11.5.3 sell, licence, rent, publish or otherwise make Customer Data available to any third party, except to a subprocessor under 11.2 or as required by Applicable Law under POL-GL-067;

11.5.4 combine Customer Data with the data of another customer, or permit any other customer to access it; or

11.5.5 derive, retain or use any key, table or method that would permit re-identification of data that has been de-identified.

11.6 Platform Telemetry. Pensieve may collect and use Platform Telemetry to operate, secure, support, capacity-plan and improve the Platform. Platform Telemetry is generated about the functioning of the Platform, is redacted of direct identifiers before it leaves the Customer's tenant boundary, and is not Customer Data. Pensieve will not present Platform Telemetry, or any statistic derived from it, in a form that identifies the Customer, without the Customer's prior written consent under ADD-GL-020.

11.7 Aggregated and de-identified data. Where Pensieve produces aggregated or statistical outputs, the aggregation and de-identification are performed inside the Customer's tenant boundary, no re-identification key is retained, and the output is not attributed to the Customer without consent under ADD-GL-020. Pensieve does not create cross-customer datasets from Customer Data.

11.8 Access by Pensieve personnel. Access to Customer Data by Pensieve personnel is limited to what is necessary to perform the Services, is granted on a least-privilege basis, is authenticated, is logged, and is reviewed at the cadence stated in the Security Addendum. DIS-GL-033 describes who may access Customer Data and from where.

11.9 Backups and recovery. Backup regimes, recovery-point and recovery-time objectives differ by Deployment Model and are stated in DIS-GL-014. They are not restated here.

11.10 Retention and deletion. Retention periods for medical and financial records are determined by the Customer in accordance with Applicable Law and its own policy, and are configured in the Platform by the Customer. Pensieve does not delete Customer Data except on the Customer's instruction or in accordance with 22.7. DIS-GL-023 describes the deletion and return process.

11.11 Return during the Term. The Customer may export its Customer Data at any time during the Term using the self-service export capability of the Platform, and may in addition request a full export from Pensieve up to four (4) times in any twelve (12) month period. No charge is made for either.

12.1 Definition. "Confidential Information" means information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Customer Data and Customer Materials are the Customer's Confidential Information. The Platform, its architecture, source code, security design, roadmap, pricing and non-published documentation are Pensieve's Confidential Information. The terms of this Agreement, other than the published standard form, are the Confidential Information of both Parties.

12.2 Obligations. The Recipient will: use Confidential Information only for the purposes of this Agreement; protect it with at least the care it applies to its own confidential information of like importance and in no case less than reasonable care; and disclose it only to its personnel, Affiliates, subcontractors and professional advisers who need it for those purposes and who are bound by obligations of confidentiality no less protective than these. The Recipient is responsible for their compliance.

12.3 Exclusions. These obligations do not apply to information that: is or becomes public without breach of this Agreement; was lawfully known to the Recipient without restriction before disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Discloser's Confidential Information.

12.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law, by a court or by a regulator, provided that, where lawful and practicable, it notifies the Discloser in advance, discloses only what is required, and co-operates with any effort by the Discloser to limit or resist the disclosure.

12.5 Duration. These obligations continue during the Term and for five (5) years after it ends, except that obligations in respect of Customer Data, Personal Data and source code continue for so long as the information retains its confidential character.

12.6 Return or destruction. On written request after termination, the Recipient will return or destroy Confidential Information in its possession, except copies retained in routine backup media that are not readily retrievable and copies required to be retained by Applicable Law, which remain subject to this clause. Deletion of Customer Data is governed by 22.7, which prevails over this sub-clause.

12.7 Relationship to the NDA. This clause supersedes any non-disclosure agreement between the Parties in respect of disclosures made after the Effective Date. Disclosures made before the Effective Date remain governed by that agreement, and, where it is more protective, the Discloser may rely on it.

12.8 Injunctive relief. Each Party acknowledges that damages may not be an adequate remedy for breach of this clause and that the Discloser may seek injunctive relief in addition to any other remedy, without prejudice to 25.

13.0 Why this clause is long. Pensieve is a platform. Things are built inside it: by the Customer, by Pensieve for the Customer, and by Pensieve for everyone. A single sentence saying "each party keeps what it owns" resolves nothing. This clause draws the line item by item, and 13.8 states it as a table.

13.1 The Platform. Pensieve and its licensors own all right, title and interest, including all Intellectual Property Rights, in and to the Platform. The Platform includes its source and object code, data models, schemas, ontologies, application-building surfaces, runtime, application programming interfaces, deployment automation, infrastructure definitions, operational tooling, Documentation and visual design. The Customer receives only the right of use in 3.1.

13.2 Platform Improvements. Pensieve owns all Intellectual Property Rights in Platform Improvements, whether or not they arise in the course of performing the Services for the Customer, whether or not the Customer requested them, and whether or not they were prompted by Feedback or by observing the Customer's requirements. To the extent any right in a Platform Improvement vests in the Customer by operation of law, the Customer assigns it to Pensieve on creation, and will execute any document reasonably required to give effect to that assignment.

13.3 Customer Data. The Customer owns the Customer Data. See 11.1.

13.4 Customer Materials. The Customer and its licensors own all Intellectual Property Rights in Customer Materials. The Customer grants Pensieve a non-exclusive, royalty-free licence to store, reproduce, render, transmit and display Customer Materials solely to provide the Services, for the Term and for the Exit Period. Pensieve acquires no other right in Customer Materials and will not use them for any other customer.

13.5 Configuration.

13.5.1 Configuration expresses the Customer's own operating decisions. The Customer owns the Configuration, which is Customer Data for the purposes of 11 and of the export obligations in 22.5.

13.5.2 Pensieve owns the configuration framework itself: the schema, the object model, the configuration surfaces, the validation logic and the software that interprets and executes Configuration. The Customer's ownership of its Configuration gives it no right in that framework.

13.5.3 Pensieve will export Configuration, on request during the Term and on exit, in a documented, machine-readable, structured format together with a data dictionary sufficient for a competent third party to understand what each configured value means. Pensieve will not withhold, obfuscate or charge for that export.

13.5.4 Pensieve may apply the general lessons it learns from configuring the Platform, techniques, know-how, defaults, reference configurations that do not embody the Customer's Confidential Information, to the Platform and to other customers. Pensieve will not copy the Customer's specific Configuration, or any part of it that embodies the Customer's Confidential Information, into another customer's environment.

13.6 Customer Applications.

13.6.1 Where the Customer, or a third party engaged by the Customer, builds a Customer Application on the Platform, the Customer owns all Intellectual Property Rights in the definition of that Customer Application (its data model, logic, forms, reports, dashboards, automations and content) as expressed in the Platform's declarative artefacts.

13.6.2 Pensieve owns the Platform components that execute the Customer Application, and acquires no right in the Customer Application other than the licence in 11.2 to host, operate, support, back up and restore it.

13.6.3 Pensieve will not make a Customer Application, or its definition, available to any other customer.

13.6.4 13.5.3 applies to the export of a Customer Application definition.

13.7 Commissioned Modules.

13.7.1 Default position. Unless the Order Form, Statement of Work or Change Order states otherwise, Pensieve owns all Intellectual Property Rights in a Commissioned Module, and grants the Customer a non-exclusive, worldwide, royalty-free, irrevocable licence to use it for the Customer's internal business purposes for so long as the Customer is entitled to use the Platform. The Customer pays the development charge for Pensieve's effort, not for the transfer of ownership; that is the reason the charge is what it is.

13.7.2 Exclusivity option. The Order Form may record an Exclusivity Period for a named Commissioned Module, during which Pensieve will not make that Commissioned Module generally available to any other customer within the competitive scope recorded on the Order Form. Absent such a record, no exclusivity applies.

13.7.3 Customer-Owned Deliverable option. The Order Form, Statement of Work or Change Order may designate a specific, severable deliverable as a Customer-Owned Deliverable. Where it does, Pensieve assigns to the Customer, on payment in full for that deliverable, all Intellectual Property Rights in that deliverable, excluding the Platform, Platform Improvements, Pensieve's pre-existing materials, and any generic method, technique, library, tool or know-how used to produce it. Pensieve retains a non-exclusive, perpetual, royalty-free licence to use the excluded items, and the Customer grants Pensieve the licence necessary to host and operate the Customer-Owned Deliverable on the Platform for the Term and the Exit Period. This option exists so that the point does not have to be negotiated: it is a tick-box on the Order Form and a price, not a redline.

13.7.4 Customer's confidential method. Where a Commissioned Module embodies a clinical protocol, commercial method, tariff structure or other Confidential Information of the Customer, that content remains the Customer's Confidential Information and Customer Materials, whoever owns the Intellectual Property Rights in the software that expresses it. Pensieve will not make that specific content available to any other customer.

13.8 The ownership line, stated as a table.

13.9 Feedback. The Customer grants Pensieve a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify and exploit Feedback without restriction and without obligation of attribution, accounting or compensation. Feedback is not the Customer's Confidential Information, and the Customer will not include Customer Data or Personal Data in Feedback. Pensieve is under no obligation to implement any Feedback.

13.10 Third-party and open-source components. The Platform includes third-party and open-source components. Those components are licensed to the Customer under the terms of their own licences, which prevail over this Agreement to the extent of any conflict in respect of those components. The components and their licences are listed in DIS-GL-019, which includes a software bill of materials.

13.11 No implied rights. Except as expressly granted, no right or licence is granted by implication, estoppel or otherwise. Each Party reserves all rights not expressly granted.

13.12 Trade marks. Neither Party may use the other's name, logo or trade marks without prior written consent, except as permitted by 28.9 (Publicity) and ADD-GL-020. Pensieve may display its own marks within the Platform.

13.13 The Customer's own processes remain its own. Nothing in this clause restricts the Customer from describing, documenting, re-implementing or operating its own clinical, administrative or commercial processes on any other system, at any time, using its own Customer Data, Configuration export and knowledge. Pensieve will not assert any Intellectual Property Right to prevent the Customer from leaving and rebuilding elsewhere.

14.1 What the Platform is. The Platform is an information-management system. It records, stores, retrieves, routes, presents, reconciles and reports information that the Customer and its personnel enter or that Third-Party Systems supply on the Customer's authority.

14.2 What the Platform is not. The Platform is not a medical device and is not software as a medical device. It is not registered, licensed or approved as a medical device under the Medical Devices Rules, 2017 or under any comparable regime, and Pensieve does not represent that it is. Its function is administrative and record-keeping, being the category the Central Drugs Standard Control Organisation's guidance on medical device software places outside medical-device scope. The Clinical Safety Boundary Statement (DIS-GL-028) sets out the position in full, feature by feature, and is incorporated by reference.

14.3 No clinical decision. The Platform does not, and is not designed, offered or permitted to: diagnose; screen for or predict disease; compute a patient-specific dose; grade, score or rank a clinical finding; triage; select a protocol for a patient; interpret an image or a result into a clinical conclusion; or recommend, initiate, withhold or discontinue any treatment. Pensieve makes no Clinical Decision. Where the Platform presents an alert, a flag, a range or a reference, it presents information from a source the Customer has configured or a third party has supplied, with that source shown, for a qualified person to consider.

14.4 The Customer retains full clinical responsibility. Every Clinical Decision is made by a qualified, registered healthcare professional exercising independent professional judgement, and the Customer is solely and completely responsible for it. The Customer is responsible for: the clinical correctness of the protocols, order sets, formularies, reference ranges, alert thresholds and templates it configures or approves; the competence, registration and supervision of its personnel; the verification of information before it is acted on; and its own clinical governance, incident reporting and quality assurance. Use of the Platform does not transfer, share, dilute or reduce that responsibility in any degree.

14.5 Configured content. Where the Customer configures a clinical rule, an alert threshold, an order set or a reference range, that content is the Customer's clinical content. Pensieve provides the mechanism. Pensieve does not validate the clinical correctness of Customer-configured content and is not responsible for it.

14.6 Downtime procedures. The Customer will maintain and be able to execute documented clinical downtime procedures, and will train its personnel in them, so that patient care continues safely if the Platform is unavailable for any reason. A record system that is unavailable must never become a clinical risk, and the only party able to prevent that is the Customer. See 8.7.

14.7 Restriction on use. The Customer will not use, configure, extend or integrate the Platform in a manner that would cause it to perform a medical-device function, and will not represent to any person that it does. If the Customer wishes to deploy a capability that performs a medical-device function, it must be provided by a separately licensed product of the appropriate risk class, integrated by interface, and it is not part of the Platform.

14.8 Artificial intelligence. Any artificial-intelligence or machine-learning capability made available in the Platform is limited to non-clinical functions and is disclosed in DIS-GL-027 and governed by ADD-GL-006. No such capability produces a Clinical Decision, and each remains subject to human review.

14.9 Nothing excludes liability for personal injury. Nothing in this clause, and nothing anywhere in this Agreement, excludes or limits either Party's liability for death or personal injury caused by its own negligence. See 18.1.

15.1 Mutual warranties. Each Party warrants to the other that: it is duly incorporated or constituted and validly existing; it has the power and authority to enter into and perform this Agreement; the person executing this Agreement on its behalf is duly authorised to do so and evidence of that authority has been provided; and its execution and performance of this Agreement do not breach any Applicable Law or any agreement binding on it.

15.2 Pensieve's warranties. Pensieve warrants that:

15.2.1 Services. It will perform the Services with reasonable skill and care, using suitably qualified personnel.

15.2.2 Conformity. The Platform will perform materially in accordance with the Documentation, and, for ninety (90) days after the Go-Live Date, materially in accordance with the scope recorded on the Order Form.

15.2.3 Title. It has the right to grant the rights it grants under this Agreement.

15.2.4 Non-infringement. To the best of its knowledge, the Platform as supplied by Pensieve does not infringe the Intellectual Property Rights of any third party in India.

15.2.5 Malicious code. It will use industry-standard measures to ensure that the Platform, when delivered by Pensieve, does not contain malicious code, and it will not introduce any disabling device, time-lock, back door or self-help mechanism into the Platform. Pensieve will not remotely disable, lock or degrade the Platform, or render Customer Data inaccessible, other than by a suspension expressly permitted by 20 and subject to 20.4.

15.2.6 Security controls. It implements and maintains the controls described in the Security Addendum, and will not reduce them in a way that materially degrades the protection of Customer Data during the Term.

15.2.7 Compliance. It will comply with Applicable Law in its performance of the Services, including anti-bribery law and applicable labour law in respect of its own personnel.

15.2.8 Accuracy of published statements. The factual statements in the disclosures listed in Schedule 4 are accurate as at their stated version dates.

15.3 Remedy for breach of warranty. For breach of 15.2.1 or 15.2.2, Pensieve will, at its option and at no charge, re-perform the Service or correct the non-conformity within a reasonable period. If Pensieve fails to do so within thirty (30) days of written notice, the Customer may terminate the affected Order Form under 21.3 and receive a refund of the Charges paid in advance for the unexpired period. This is the Customer's sole remedy for breach of those warranties, without prejudice to 17 and to any claim under any other warranty.

15.4 Customer's warranties. The Customer warrants that: it holds the registrations and licences required for its operations; it will use the Platform in accordance with this Agreement, ADD-GL-004 and ADD-GL-005; the warranties in 11.4 are true; it has the authority to grant Pensieve the use of the Third-Party Credentials it supplies; and it is not subject to any restriction that would make its performance of this Agreement unlawful.

15.5 What Pensieve does not warrant, and says so. Pensieve does not warrant that: the Platform will be uninterrupted or error-free; that it will meet requirements the Customer has not recorded on the Order Form; that defects will all be corrected; that any particular financial, operational or clinical outcome will be achieved; or that the Platform will cause the Customer to achieve or maintain any accreditation. Availability is committed only through the SLA and only to the extent stated there.

15.6 Certification: stated plainly. Pensieve holds no certification of its information-security management system or of its quality management system, including no certification to ISO/IEC 27001, no SOC 2 attestation, and no HITRUST certification. Pensieve does not represent that it holds any. What Pensieve does hold, and provides in place of certification, is listed in Schedule 4 and includes the Security Addendum, a mapped Statement of Applicability, independent penetration-test and vulnerability assessment outputs, insurance, escrow and the published disclosure set. Any statement to the contrary, from any source, is not a representation of Pensieve and is not relied upon.

16.1 Exclusion of implied terms. Save as expressly set out in this Agreement, all conditions, warranties, terms and undertakings implied by statute, common law, custom, trade usage or otherwise (including any implied condition or warranty as to quality, merchantability, satisfactory quality or fitness for a particular purpose) are excluded to the fullest extent permitted by Applicable Law.

16.2 Supply of services. The Parties record that this Agreement is a contract for the supply of services and not a contract for the sale of goods, and that the Sale of Goods Act, 1930 does not apply to it. Where the Order Form includes any item of hardware, that item is governed by the terms recorded on the Order Form for it, and the warranty for it is the manufacturer's.

16.3 Third-Party Systems. 9.7 applies. Pensieve gives no warranty in respect of any Third-Party System.

16.4 Reference content. Where the Platform displays third-party reference content licensed by the Customer or by Pensieve (including drug monographs, terminologies, code sets and reference ranges), it is displayed as supplied, attributed to its source, and without interpretation. Pensieve does not warrant its clinical accuracy or currency, which are the responsibility of its publisher.

16.5 Customer-configured content. 14.5 applies. Pensieve gives no warranty in respect of content the Customer configures.

16.6 No security guarantee. No system is immune from compromise. Pensieve does not warrant that the Platform cannot be breached. It warrants that it implements and maintains the controls in the Security Addendum, and it accepts the liability allocated to it by 17 and 18.

17.1 Nature of the indemnities. Each indemnity in this clause is an express contractual indemnity in respect of third-party claims arising from the conduct of the indemnifying Party, given under and in addition to sections 124 and 125 of the Indian Contract Act, 1872. Each indemnity is enforceable as soon as the indemnified Party incurs a liability, whether or not it has discharged that liability, and no requirement of prior payment applies.

17.2 Pensieve's indemnity: intellectual property.

17.2.1 Pensieve will defend the Customer against any claim brought by a third party alleging that the Platform, as supplied by Pensieve and used in accordance with this Agreement and the Documentation, infringes that third party's Intellectual Property Rights in India, and will indemnify the Customer against damages, costs and settlement sums finally awarded or agreed in respect of such a claim.

17.2.2 Election. If such a claim is made or, in Pensieve's reasonable opinion, is likely to be made, Pensieve may at its option and expense: (a) procure the right for the Customer to continue using the affected part of the Platform; (b) modify or replace it so that it is non-infringing while remaining materially equivalent in function; or (c) if neither (a) nor (b) is achievable on commercially reasonable terms, terminate the affected Order Form on notice and refund the Charges paid in advance for the unexpired period, together with a pro-rated part of the Deployment & Activation Fee calculated over Deal term months months.

17.2.3 Exclusions. 17.2.1 does not apply to a claim arising from: Customer Data; Customer Materials; a Customer Application; content the Customer configured; a Third-Party System or Third-Party Credential; modification of the Platform other than by Pensieve; combination of the Platform with any item not supplied or approved by Pensieve, where the claim would not have arisen but for that combination; use of the Platform other than in accordance with this Agreement or the Documentation; or continued use of an allegedly infringing version after Pensieve has made a non-infringing version available.

17.2.4 17.2 states the Customer's sole and exclusive remedy in respect of any claim of infringement of Intellectual Property Rights by the Platform.

17.3 Pensieve's indemnity: confidentiality and data protection. Pensieve will indemnify the Customer against amounts finally awarded against, or agreed to be paid by, the Customer in respect of a third-party claim or a regulatory proceeding, and against reasonable defence costs, to the extent arising from: (a) Pensieve's breach of 12; or (b) a personal data breach caused by Pensieve's failure to implement or maintain the controls in the Security Addendum or its breach of the DPA. This indemnity is subject to the enhanced cap in 18.5.

17.4 Pensieve's indemnity: presence on the Customer's premises. Pensieve will indemnify the Customer against third-party claims for death, personal injury or damage to tangible property caused by the negligence of Pensieve's personnel while on the Customer's premises. This indemnity is not subject to the caps in 18 to the extent it relates to death or personal injury.

17.5 Customer's indemnities. The Customer will indemnify Pensieve against all claims, proceedings, penalties, losses, damages and reasonable costs arising from:

17.5.1 Customer Data. Any allegation that the Customer Data, or its collection, content, processing or transfer to Pensieve, is unlawful, infringing, or was obtained or processed without the notice, consent, authority or lawful basis required by Applicable Law, including any breach of 11.4.

17.5.2 Clinical use. Any claim by or in respect of a patient, a Data Principal, a practitioner, an insurer or a regulator arising from a Clinical Decision, from clinical care, from the clinical correctness of content the Customer configured or approved, or from the Customer's failure to operate downtime procedures under 14.6, excluding, in each case, any part of such a claim caused by Pensieve's own negligence, by Pensieve's breach of this Agreement, or by death or personal injury caused by Pensieve's negligence.

17.5.3 Third-Party Systems and credentials. Any claim, penalty or proceeding arising from the use of Third-Party Credentials or from data exchanged with a Third-Party System at the Customer's direction, except to the extent caused by Pensieve exceeding the scope of authority in 9.5 or by Pensieve's failure of the credential-custody controls in ADD-GL-007.

17.5.4 The Customer's own regulatory position. Any claim or penalty arising from the Customer's failure to hold or maintain a registration, licence, accreditation or approval required for its operations, or from its non-compliance with a regulatory obligation that attaches to it as a clinical establishment, a Data Fiduciary, an employer or a taxpayer.

17.5.5 Customer Materials. Any allegation that Customer Materials infringe a third party's Intellectual Property Rights.

17.5.6 Misuse. Any breach of 8.5, ADD-GL-004 or ADD-GL-005, or any use of the Platform by a person to whom the Customer gave access.

17.6 Indemnity procedure. The indemnified Party will:

17.6.1 notify the indemnifying Party in writing of the claim without undue delay, and in any event within thirty (30) days of becoming aware of it, provided that a failure to notify reduces the indemnifying Party's obligation only to the extent it is prejudiced by the delay;

17.6.2 give the indemnifying Party sole conduct of the defence and settlement of the claim, and not admit liability or settle without its prior written consent, not to be unreasonably withheld;

17.6.3 provide reasonable co-operation, information and assistance at the indemnifying Party's expense; and

17.6.4 take reasonable steps to mitigate its loss, as required by section 73 of the Indian Contract Act, 1872.

17.7 Participation. The indemnified Party may participate in the defence at its own cost with counsel of its choice. The indemnifying Party will not settle a claim in a way that imposes a non-indemnified obligation on, or admits fault by, the indemnified Party without its consent.

17.8 Assumption of conduct. If the indemnifying Party fails to assume the defence within twenty (20) Business Days of notice, the indemnified Party may defend and settle the claim acting reasonably, and the indemnifying Party remains liable under the indemnity for the resulting amounts.

17.9 No clinical-outcome indemnity from Pensieve. For the avoidance of doubt, Pensieve gives no indemnity in respect of a Clinical Decision, a clinical outcome, or a claim arising from clinical care. That risk sits with the Customer under 14.4 and 17.5.2, subject always to 18.1.

18.1 Liability that is not excluded or limited. Nothing in this Agreement excludes or limits either Party's liability for:

18.1.1 death or personal injury caused by its negligence;

18.1.2 fraud or fraudulent misrepresentation;

18.1.3 wilful misconduct or deliberate abandonment of its obligations;

18.1.4 the Customer's obligation to pay Charges and Taxes lawfully due;

18.1.5 either Party's breach of 13 by infringement of the other's Intellectual Property Rights; or

18.1.6 any liability that cannot lawfully be excluded or limited.

The Parties record that a term purporting to exclude liability for death or personal injury caused by negligence in a clinical setting would be liable to challenge under section 23 of the Indian Contract Act, 1872, and that no such exclusion is attempted.

18.2 Excluded categories of loss. Subject to 18.1, neither Party is liable to the other for: indirect or consequential loss; loss of profit; loss of anticipated savings; loss of revenue; loss of business or business opportunity; loss of goodwill or reputation; loss of or corruption of data, except as provided in 18.6; wasted management or staff time; or punitive or exemplary damages, in each case whether or not the Party was advised of the possibility of such loss.

18.3 The section 73 basis of 18.2. The Parties expressly agree, for the purposes of section 73 of the Indian Contract Act, 1872, that the categories of loss listed in 18.2 are not losses that naturally arise in the usual course of things from any breach of this Agreement, and that neither Party knew, when this Agreement was made, that such losses were likely to result from a breach of it. This sub-clause records the Parties' common contemplation at the time of contracting and is a material part of the consideration for the Charges.

18.4 General cap. Subject to 18.1, 18.5 and 18.6, each Party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, indemnity, restitution or otherwise, is limited to an amount equal to one hundred per cent (100%) of the Charges actually received by Pensieve under this Agreement in the twelve (12) months immediately preceding the date of the first event giving rise to the claim.

18.5 Enhanced cap. Subject to 18.1, Pensieve's total aggregate liability for: (a) breach of 12 (Confidentiality); (b) the indemnity in 17.3; and (c) the indemnity in 17.2 (intellectual property), is limited to two hundred per cent (200%) of the Charges actually received by Pensieve under this Agreement in the twelve (12) months immediately preceding the date of the first event giving rise to the claim. Amounts recovered under this sub-clause count towards, and are not additional to, the enhanced cap.

18.6 Loss of data. Where Customer Data is lost or corrupted as a result of Pensieve's breach of this Agreement, Pensieve's liability is limited to the cost of restoring the Customer Data from the most recent available backup and re-performing the affected processing, subject to the applicable cap. Loss of data arising from a personal data breach caused by Pensieve's failure of the Security Addendum controls is within 17.3 and 18.5.

18.7 First twelve months. Where the first event giving rise to a claim occurs before twelve (12) months of Charges have been received, the reference amount in 18.4 and 18.5 is the Deployment & Activation Fee plus the Platform Fee for twelve (12) months as recorded on the Order Form, whether or not that amount has been invoiced or received.

18.8 Aggregation. The caps are aggregate caps, not per-claim caps, and apply across all claims, proceedings and events under this Agreement and every Order Form under it, taken together. A series of connected events, or repeated occurrences of the same cause, constitutes one event.

18.9 Service Credits are the sole remedy for service-level failure. Service Credits calculated under SLA-GL-001 are the Customer's sole and exclusive financial remedy for any failure to meet an availability target, a response target or a restoration target. Service Credits are a genuine and agreed allocation of the consequences of such a failure, and the Parties record that they operate as a maximum under section 74 of the Indian Contract Act, 1872. Persistent failure of service levels gives the Customer the termination right in 21.3.4, which is not affected by this sub-clause.

18.10 Substituted performance. The caps in 18.4 and 18.5 apply to any claim for the cost of substituted performance, including any claim under section 20 of the Specific Relief Act, 1963.

18.11 Notification of claims. A Party will notify the other in writing of any claim under this Agreement within twelve (12) months of becoming aware of the facts giving rise to it, giving reasonable particulars. This sub-clause imposes a notification obligation. It does not extinguish any right, does not shorten any period of limitation, and is not to be construed as restricting either Party from enforcing its rights, so that nothing in it falls within section 28 of the Indian Contract Act, 1872. Failure to notify does not bar a claim, but the claiming Party may not recover loss that timely notification would have avoided.

18.12 Mitigation. Each Party will take reasonable steps to mitigate its loss, in accordance with section 73 of the Indian Contract Act, 1872. No Party may recover loss that reasonable mitigation would have avoided.

18.13 Insurance does not enlarge liability. The existence, limits or proceeds of any insurance policy maintained under 19 do not increase, and are not evidence of, either Party's liability under this Agreement.

18.14 Allocation of risk. The Parties acknowledge that: the limitations in this clause are a fundamental basis on which the Charges have been set; each Party has had the opportunity to take independent legal advice; the allocation is the result of negotiation between commercial parties of comparable sophistication; and neither Party would have entered into this Agreement without it. If the Customer requires a higher cap, Pensieve will consider it against a corresponding adjustment to the Charges.

18.15 Claims against personnel. Neither Party will bring a claim in respect of the subject matter of this Agreement against the other Party's directors, officers, employees or individual contractors personally, and each Party may enforce this sub-clause on their behalf. This does not affect a claim for fraud or for death or personal injury.

19.1 Cover. Pensieve will maintain, with insurers of good repute, the policies and the sums insured recorded in the Insurance Schedule (ADD-GL-021), which include professional indemnity and technology errors and omissions cover, cyber liability cover, commercial general liability cover, and employees' compensation cover as required by law.

19.2 Evidence. Pensieve will provide a certificate of insurance on request, and will provide a renewal certificate within fifteen (15) days of each renewal. The certificate names the insured, the insurer, the policy number, the cover type, the sum insured, the period of insurance, the territorial and jurisdictional limits, and, for claims-made policies, the retroactive date.

19.3 Claims-made basis. The Customer acknowledges that professional indemnity and cyber policies are written on a claims-made basis and respond only to claims made during the period of insurance. Pensieve will maintain the cover throughout the Term and for two (2) years after it ends, or will obtain equivalent run-off cover for that period.

19.4 Notification. Pensieve will notify the Customer within ten (10) Business Days if a policy required by 19.1 is cancelled, is not renewed, or is reduced below the sum insured recorded in ADD-GL-021.

19.5 Additional insured. Pensieve will name the Customer as a certificate holder on request. Where an insurer permits it, Pensieve will endeavour to obtain a waiver of subrogation in the Customer's favour. Naming the Customer as an additional insured on a claims-made policy is subject to the insurer's agreement and is not warranted.

19.6 No enlargement of liability. 18.13 applies.

20.1 Grounds. Pensieve may suspend the Customer's access to the Platform, in whole or in part, where:

20.1.1 an undisputed amount remains unpaid after the process in 20.2 has been completed;

20.1.2 continued operation presents an imminent and material risk to the security or integrity of the Platform, of Customer Data, or of another customer's data;

20.1.3 the Customer's use breaches 8.5, ADD-GL-004 or ADD-GL-005 in a manner that is material and, where capable of remedy, has not been remedied after notice; or

20.1.4 suspension is required by Applicable Law or by a binding direction of a court, regulator or government authority.

20.2 Staged process for non-payment. Suspension for non-payment follows this sequence and no other:

20.3 Emergency suspension. Where 20.1.2 or 20.1.4 applies, Pensieve may suspend immediately, will notify the Customer as soon as practicable and in any event within twenty-four (24) hours, will limit the suspension to the smallest scope and shortest duration necessary, and will restore promptly once the ground has ceased.

20.4 Clinical carve-out: absolute. Pensieve will not, in any circumstance, suspend, restrict, disable or withhold: (a) read access by the Customer's clinical personnel to patient records; (b) the capabilities required for emergency and inpatient clinical care; or (c) the Customer's ability to export its Customer Data under 11.11 and 22.5. This carve-out applies to every ground of suspension, applies during any dispute, and applies notwithstanding any amount outstanding. It is not subject to variation by Order Form.

20.5 Effect of suspension. Suspension does not terminate this Agreement, does not relieve the Customer of the obligation to pay Charges accruing during the suspension, and does not entitle the Customer to Service Credits for the period of suspension where the suspension is properly made under 20.1.1, 20.1.3 or 20.1.4. Where a suspension is later shown to have been made without proper ground, the Customer is entitled to Service Credits as if the period were unavailability under the SLA, and to an extension of the Term equal to the period of suspension.

20.6 Restoration. Pensieve will restore full access within two (2) Business Days of the ground for suspension ceasing. No reconnection or restoration charge is made.

21.1 Post-Go-Live assurance right: published and unconditional. The Customer may terminate this Agreement and every Order Form under it, for any reason or none, by written notice given within sixty (60) days after the Go-Live Date. On such termination Pensieve will refund the unused portion of any Platform Fee paid in advance, calculated on a daily pro-rata basis, within fifteen (15) days. The Deployment & Activation Fee is not refundable under this sub-clause. This right is offered proactively, is published, and is not subject to variation by Order Form.

21.2 Termination for convenience. After the first twelve (12) months of the Initial Term, either Party may terminate this Agreement and each Order Form under it on Deal notice period days days' written notice. On termination by the Customer under this sub-clause, the Customer pays the Platform Fee for the notice period only; there is no acceleration of the Charges for the unexpired balance of the Term, and no refund of Charges already paid for periods before the effective date of termination. On termination by Pensieve under this sub-clause, Pensieve refunds the unused portion of any Charges paid in advance and provides the exit assistance in 22 without charge for a period of one hundred and eighty (180) days.

21.3 Termination for cause. A Party may terminate this Agreement, or the affected Order Form, immediately on written notice where the other Party:

21.3.1 commits a material breach that is capable of remedy and fails to remedy it within thirty (30) days of written notice specifying the breach and requiring its remedy;

21.3.2 commits a material breach that is not capable of remedy;

21.3.3 commits repeated breaches of the same obligation on three (3) or more occasions in any six (6) month period, having been notified in writing on each occasion; or

21.3.4 in the case of termination by the Customer, fails to meet the availability target in SLA-GL-001 in three (3) consecutive months or in four (4) months in any twelve (12) month period, in which case the Customer may terminate on thirty (30) days' notice given within sixty (60) days of the last such month.

21.4 Failure to pay. Persistent failure to pay undisputed amounts is a material breach. Pensieve may terminate under 21.3.1 where an undisputed amount remains unpaid sixty (60) days after the completion of Stage 5 of 20.2.

21.5 Insolvency. A Party may terminate immediately on written notice on the occurrence of an Insolvency Event in relation to the other Party, to the extent permitted by Applicable Law. Where a moratorium under the Insolvency and Bankruptcy Code, 2016 prevents termination, the Parties will co-operate to preserve continuity of clinical service, and 23 applies.

21.6 Change in law or regulatory event. Where a change in Applicable Law, or a binding direction of a regulator or court, makes performance of a material part of this Agreement unlawful, or requires a change that materially alters the commercial or technical basis of the Agreement:

21.6.1 the affected Party will notify the other within ten (10) Business Days of becoming aware of it;

21.6.2 the Parties will meet within ten (10) Business Days of the notice and will negotiate in good faith for thirty (30) days to agree a variation that gives effect to the change while preserving the commercial balance; and

21.6.3 if no variation is agreed within that period, either Party may terminate on thirty (30) days' written notice, and Pensieve will refund the unused portion of Charges paid in advance and provide exit assistance under 22.

21.7 Termination for prolonged force majeure. 24.5 applies.

21.8 Partial termination. Where a ground for termination affects only one Order Form, the terminating Party may terminate that Order Form alone, and this Agreement and the remaining Order Forms continue.

21.9 Notice of termination. A notice of termination is given in accordance with 27, states the sub-clause relied on and the effective date, and is signed by an authorised signatory.

22.0 The principle. A hospital cannot run on a system it is afraid it cannot leave. The Customer's data is the Customer's, at all times, in a form it can use, at no charge, however this Agreement ends, including where it ends because the Customer did not pay. This clause is written to be relied on, and Pensieve publishes it for that reason.

22.1 Immediate consequences. On the effective date of expiry or termination: the right to use the Platform in 3.1 ends, subject to 22.3; each Party ceases to use the other's Confidential Information except as this clause permits; and all Charges accrued to that date become due.

22.2 Accrued rights. Expiry or termination does not affect any right, remedy, obligation or liability that has accrued before it.

22.3 Exit Period. Unless the Parties agree otherwise in writing, an "Exit Period" of ninety (90) days begins on the effective date of expiry or termination. During the Exit Period:

22.3.1 the Platform remains available to the Customer in full production capability, on payment of the Platform Fee at the rate applying immediately before termination, pro-rated;

22.3.2 where the Customer does not require production capability, the Customer may elect read-only access instead, at no charge, for the whole of the Exit Period;

22.3.3 Pensieve continues to provide support at the severity levels in SLA-GL-001; and

22.3.4 the Customer may extend the Exit Period once, by a further ninety (90) days, by written notice given before it expires, on the same terms.

Where this Agreement is terminated by the Customer under 21.3 (cause), 21.5 (Pensieve's insolvency) or 21.6 (change in law), the Exit Period is provided at no charge for its first ninety (90) days.

22.4 Transition assistance. During the Exit Period Pensieve will, on the Customer's request, provide transition assistance: attendance at transition planning meetings; explanation of the data model, schema and export formats to the Customer or its incoming supplier under an appropriate confidentiality undertaking; support for reconciliation of exported data; and reasonable co-operation with the incoming supplier's technical queries. Up to forty (40) person-hours of transition assistance are provided at no charge; further assistance is chargeable at Pensieve's then-current rates and may be recorded in a Transition Services Agreement (ADD-GL-018).

22.5 Data export: what the Customer gets. On request at any time during the Term or the Exit Period, and in any event on termination, Pensieve will deliver a complete export of the Customer Data, comprising:

22.5.1 Structured data: every record from every table the Customer's tenant holds, in a documented, machine-readable, non-proprietary format (delimited text and a columnar format), with referential keys preserved;

22.5.2 Clinical data: clinical records additionally in HL7 FHIR R4 resources where the record is representable as a FHIR resource, and, where it is not, in the structured export under 22.5.1 with a documented mapping;

22.5.3 Imaging: diagnostic images in DICOM, with their study, series and instance metadata;

22.5.4 Documents: scanned documents, reports, discharge summaries, consent forms and signed records in their original file formats, with an index mapping each file to its patient and encounter;

22.5.5 Rendered records: a human-readable rendering of the clinical record for each patient encounter, in PDF, sufficient to satisfy a medico-legal request without access to any software;

22.5.6 Configuration: the Configuration and any Customer Application definition, under 13.5.3;

22.5.7 Audit logs: the audit and access logs relating to the Customer's own tenant, for the retention period held;

22.5.8 Documentation: a data dictionary, an entity-relationship description, a code-set and terminology mapping, and a description of the export structure sufficient for a competent third party to load the export into another system without further assistance; and

22.5.9 Integrity evidence: a manifest listing every file with its size and SHA-256 hash, and a record count per entity, so that the Customer can verify completeness.

22.6 Export: terms that make it real.

22.6.1 No charge. Pensieve makes no charge for any export under 22.5, at any time, for any reason. There is no export fee, no extraction fee, no media fee and no "data release" fee. Any term elsewhere purporting to permit such a charge is of no effect.

22.6.2 No conditions. The export is not conditional on payment of any amount, on the resolution of any dispute, on the signing of any release or waiver, or on the return of any equipment. Pensieve waives any lien, right of retention or set-off it might otherwise assert over Customer Data.

22.6.3 Timing. Pensieve will deliver the export within fifteen (15) Business Days of the request, or within five (5) Business Days where the Customer requires it urgently for a regulatory, medico-legal or patient-safety reason.

22.6.4 Delivery. Delivery is by secure download from a location Pensieve provides, or, at the Customer's election, to a storage location the Customer nominates, or on encrypted physical media where the volume makes electronic transfer impractical. Pensieve issues a Data Export Delivery Certificate (CRT-GL-010) on delivery.

22.6.5 Verification window. The Customer has thirty (30) days from delivery to verify the export and to require Pensieve to correct any omission or defect, at no charge.

22.6.6 On-premise and customer-cloud deployments. Where the Deployment Model is DM-3 or DM-4, the Customer Data is already within the Customer's own environment. Pensieve's obligation is to generate the export described in 22.5 from that environment, to deliver the documentation in 22.5.8, and to leave the Customer Data, backups, logs and keys in place and accessible. 4.6.8 and 4.7.9 apply.

22.7 Deletion by Pensieve.

22.7.1 After the later of the end of the verification window in 22.6.5 and the end of the Exit Period, Pensieve will delete the Customer Data from its production systems within thirty (30) days, and from its backups within the backup rotation period stated in DIS-GL-023, and will issue a Certificate of Data Deletion & Destruction (CRT-GL-011).

22.7.2 The Customer may instruct earlier deletion in writing, in which case Pensieve will comply within fifteen (15) Business Days and the Customer bears the consequence of having done so.

22.7.3 Pensieve may retain Customer Data to the extent required by Applicable Law or to establish, exercise or defend a legal claim, in which case the retained data remains subject to 12 and to the DPA, is retained only for the period required, and is then deleted with a supplementary certificate.

22.8 Return of Confidential Information. 12.6 applies.

22.9 Final settlement. Pensieve will issue a Final Settlement Statement (FIN-GL-021) within thirty (30) days of the end of the Exit Period, showing all amounts due to and from each Party, and the Parties will settle the net amount within thirty (30) days of that statement. A Final Settlement & No-Dues Certificate (CRT-GL-013) is issued on settlement.

22.10 Termination and Exit Agreement. Where the Parties wish to record exit arrangements that differ from this clause, they may execute a Termination & Exit Agreement (ADD-GL-017). Absent such an agreement, this clause governs. No Termination & Exit Agreement may reduce the commitments in 22.6.1 or 22.6.2.

22.11 Survival. The following survive expiry or termination: 1, 6 in respect of accrued amounts, 7, 11.1, 12, 13, 14, 16, 17, 18, 19.3, 22, 23, 25, 26, 27 and 28, together with any other provision that by its nature is intended to survive.

23.0 The question this clause answers. "What happens if you shut down?" Pensieve is a young company with no certifications and no long trading history. The honest answer is not a reassurance; it is a mechanism. This clause is that mechanism, and it is published.

23.1 Source-code escrow. Pensieve maintains a source-code escrow deposit with an independent escrow agent, comprising the source code of the Platform, build scripts, deployment automation, environment configuration, dependency manifests and the build and recompilation instructions necessary for a reasonably skilled person to build and deploy the Platform. The deposit is updated at the cadence stated in ADD-GL-011.

23.2 Accession. The Customer may become a beneficiary of that escrow deposit by executing the accession joinder to the escrow agreement (ADD-GL-011). Accession is a short joinder, not a fresh negotiation. Where the Order Form records that Pensieve bears the accession fee, Pensieve bears it; otherwise the Customer bears the agent's accession fee.

23.3 Release events. The escrow agreement provides for release of the deposit to the Customer on: an Insolvency Event in relation to Pensieve; Pensieve ceasing to carry on the business of supporting the Platform; Pensieve's failure to provide support in material breach of this Agreement, uncured after notice; or assignment of this Agreement to a person that does not assume Pensieve's obligations.

23.4 Licence on release. On a valid release, Pensieve grants the Customer a non-exclusive, non-transferable, perpetual, irrevocable licence to use, compile, maintain, correct and modify the released materials solely for the purpose of supporting the Customer's own use of the Platform for its internal business purposes, and to engage a third party under written confidentiality obligations to do so on its behalf. The licence does not permit distribution, resale or the provision of services to any third party. The released materials remain Pensieve's Confidential Information.

23.5 Run-out commitment. If Pensieve resolves to cease operating the Platform as a business, Pensieve will:

23.5.1 notify every affected customer in writing at least one hundred and eighty (180) days before the date on which the Platform will cease to be operated;

23.5.2 continue to operate the Platform and to provide support for that notice period, at the Charges then applying;

23.5.3 provide the export in 22.5 on request during that period, at no charge, without waiting for termination;

23.5.4 not increase the Charges during that period;

23.5.5 maintain the escrow deposit current until the end of that period and co-operate with a release request; and

23.5.6 use reasonable efforts to identify and introduce a successor supplier or a migration path.

23.6 Funding of the run-out. Pensieve maintains its financial planning so that the run-out commitment in 23.5 can be met from available resources. The Business Failure Continuity Plan (DIS-GL-407) describes the arrangement, the assumptions on which it rests, and its limitations. It is published, and it does not warrant solvency.

23.7 Deployment models DM-3 and DM-4. Where the Deployment Model is DM-3 or DM-4, the Platform is already deployed within the Customer's own environment, the Customer Data is already in the Customer's possession, and the practical consequence of a Pensieve failure is the loss of support and updates, not the loss of the system or the data. 4.6.8 and 4.7.9 continue to apply, and the escrow licence in 23.4 extends to continuing to operate the deployed instance.

23.8 Change of control. 28.7 applies. A change of control does not of itself trigger a release event, but the acquirer must assume Pensieve's obligations under this Agreement, and the Customer has the right in 28.7.3.

24.1 Definition. A "Force Majeure Event" is an event beyond the reasonable control of the affected Party which makes performance of an obligation impossible or unlawful despite that Party's best efforts, including: act of God, flood, earthquake, fire or storm; war, armed conflict, terrorism, riot or civil commotion; strike or industrial action other than of the affected Party's own workforce; epidemic or pandemic and any government measure taken in response to it; failure or outage of a cloud region or of the cloud infrastructure provider; sustained failure of national or regional internet, telecommunications or power infrastructure; a nationwide or state-wide cyber attack not directed at the affected Party individually; any order, direction, blocking or shutdown by a government, court or regulator, including under the Information Technology Act, 2000; and failure or withdrawal of a Third-Party System mandated by law with which the Platform is required to interoperate.

24.2 Not a Force Majeure Event. The following are not Force Majeure Events: increased cost; commercial hardship; the affected Party's own financial condition; a failure of the affected Party's own systems that is not caused by a listed event; the unavailability of the affected Party's personnel other than through a listed event; and a change in market conditions. The Parties record that under Indian law commercial hardship does not amount to frustration.

24.3 Effect. The affected Party is relieved of the obligation affected for so long as the Force Majeure Event continues, provided that it notifies the other Party within five (5) Business Days of becoming aware of the event, describes the obligations affected and the expected duration, uses reasonable efforts to mitigate and to resume performance, and gives updates at reasonable intervals. Service levels are suspended for the duration in accordance with SLA-GL-001.

24.4 Payment is not excused. A Force Majeure Event does not excuse, suspend or defer any obligation to pay an amount that is already due and payable. Where the Platform is unavailable for a continuous period exceeding fifteen (15) days by reason of a Force Majeure Event, the Platform Fee abates on a daily pro-rata basis for the period of unavailability beyond that fifteen (15) days.

24.5 Termination. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement and each affected Order Form on thirty (30) days' written notice, and Pensieve will refund the unused portion of Charges paid in advance and provide exit assistance under 22.

24.6 Contractual basis. This clause is a provision of the kind contemplated by section 32 of the Indian Contract Act, 1872, and the Parties intend that the consequences of the events listed in 24.1 are governed by this clause and not by section 56 of that Act.

24.7 Price adjustment on infrastructure cost shock. Separately from this clause, if the price charged by the cloud infrastructure provider for the resources used to operate the Platform for the Customer increases by more than twenty-five per cent (25%) in any twelve (12) month period, Pensieve may, on ninety (90) days' written notice, increase the Platform Fee by an amount not exceeding the increase in its own infrastructure cost attributable to the Customer, supported by evidence. The Customer may terminate on thirty (30) days' notice given within thirty (30) days of that notice if it does not accept the increase. This sub-clause does not apply where the Deployment Model is DM-3 or DM-4, in which case the Customer bears its own infrastructure cost directly.

25.1 Scope. This clause applies to any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination.

25.2 Step 1: negotiation. Either Party may refer a dispute to the other by written notice describing the dispute and the outcome sought. The Parties' project owners will meet, in person or by video conference, within seven (7) days of the notice. If they do not resolve the dispute within fifteen (15) days of the notice, it is escalated to a senior representative of each Party, who will meet within a further seven (7) days and attempt resolution within a further fifteen (15) days.

25.3 Step 2: mediation. If the dispute is not resolved under 25.2, either Party may refer it to mediation by a single mediator agreed between the Parties, to be conducted in English, by video conference or at a location the Parties agree, and to be completed within thirty (30) days of the referral unless the Parties agree to extend it. Each Party bears its own costs and the Parties share the mediator's fee equally. Participation in mediation under this sub-clause does not satisfy, and is not a substitute for, pre-institution mediation under section 12A of the Commercial Courts Act, 2015 should either Party wish to institute a suit; that requirement, where it applies, is separate and statutory.

25.4 Step 3: arbitration. Any dispute not resolved under 25.2 and 25.3 is finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended from time to time), administered by Legal arbitration institution in accordance with its rules in force at the commencement of the arbitration, which rules are deemed incorporated by reference.

25.4.1 Tribunal. The tribunal consists of one (1) arbitrator appointed in accordance with those rules.

25.4.2 Seat. The seat of the arbitration is Legal arbitration seat, India, and the courts at that seat have exclusive jurisdiction for the purposes of sections 9, 11, 34 and 37 of that Act.

25.4.3 Venue. Hearings may be held at any convenient location or by video conference, and the choice of venue does not alter the seat.

25.4.4 Language. English.

25.4.5 Costs. Costs are in the discretion of the tribunal under section 31A of that Act.

25.4.6 Confidentiality. The arbitration, the pleadings, the evidence and the award are confidential, subject to disclosure required by Applicable Law or to enforce or challenge the award.

25.5 Interim relief preserved. Nothing in this clause prevents either Party from applying to a court of competent jurisdiction, or to the tribunal once constituted, for urgent interim or conservatory relief, including under section 9 of that Act. Such an application is not a breach or waiver of this clause. This sub-clause is available in particular to protect Confidential Information, Intellectual Property Rights, Customer Data and the continuity of clinical service.

25.6 Continued performance. Except where the dispute is about whether the Agreement has been validly terminated, each Party continues to perform its obligations during a dispute, and the Customer continues to pay undisputed amounts.

25.7 Statutory routes preserved. Nothing in this clause limits, excludes or prejudices Pensieve's rights under the Micro, Small and Medium Enterprises Development Act, 2006, including its right to refer a dispute concerning delayed payment to the Micro and Small Enterprises Facilitation Council under section 18 of that Act. In the event of any inconsistency between this clause and that Act, that Act prevails.

25.8 Limits of this clause. This clause does not apply to a dispute about the computation of the Value Share, which is resolved under the mechanism in ADD-GL-019, or to a dispute about a Service Credit calculation, which is resolved under SLA-GL-001. Where those mechanisms are exhausted without resolution, the dispute enters this clause at 25.4.

EU/EEA Customers. Where the Customer is established in the European Union or the European Economic Area, MSA-EU-001 (Master Services Agreement: EU/EEA Variant) replaces this Clause and Clause 25 in their entirety, and elects the law and courts of the Customer's own jurisdiction by default. Indian governing law and an Indian arbitral seat are not offered to an EEA Customer. MSA-EU-001 also replaces Clause 2 and Clause 10 and varies Clauses 6, 7, 14, 18, 21 and 22.

26.1 Governing law. This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by and construed in accordance with the laws of India.

26.2 Jurisdiction. Subject to 25, the courts at Legal jurisdiction have exclusive jurisdiction, save that either Party may apply for urgent interim relief in any court of competent jurisdiction under 25.5, and save that supervisory jurisdiction over the arbitration lies exclusively with the courts at the seat under 25.4.2.

26.3 United Nations Convention. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

27.1 Form. A notice under this Agreement must be in writing, in English, must identify the clause under which it is given, and must be sent to the recipient's address recorded in Schedule 5.

27.2 Permitted methods and deemed service.

27.3 Electronic mail is valid service. The Parties agree that electronic mail sent to an address recorded in Schedule 5 is a valid method of service for every notice under this Agreement, including a notice of breach, of suspension, of termination, of a claim and of the commencement of a dispute, and that a requirement of writing is satisfied by it under section 4 of the Information Technology Act, 2000. Neither Party will contend that a notice is invalid solely because it was sent by electronic mail.

27.4 Copies. A notice of breach, suspension, termination or dispute must additionally be copied to info@pensievelabs.org where served on Pensieve, and to the legal or company-secretarial address in Schedule 5 where served on the Customer.

27.5 Change of address. A Party may change its address for notices by giving five (5) Business Days' written notice under this clause.

27.6 Operational communications. Routine operational communications (support tickets, change requests, scheduling, incident updates) are made through the channels in SLA-GL-001 and are not notices under this clause.

28.1 Electronic execution. This Agreement may be executed by electronic signature, including a digital signature under section 3 of the Information Technology Act, 2000 affixed using a Digital Signature Certificate issued by a licensed Certifying Authority, or an electronic signature under section 3A of that Act using a technique specified in its Second Schedule, including Aadhaar-based electronic signature. A signature so affixed satisfies any requirement of signature under section 5 of that Act, and this Agreement is not unenforceable merely because electronic means were used to communicate the offer, the acceptance or the record, by reason of section 10A of that Act. Neither Party will contend otherwise.

28.2 Counterparts and scanned copies. This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. A counterpart may be delivered electronically. A scanned, photographed or electronically signed copy is admissible to the same extent as an original, and neither Party will object to its admissibility on the ground that it is not an original.

28.3 Evidence. Each Party will, on the other's request, provide the certificate and the technical particulars required to adduce an electronic record in evidence under the Bharatiya Sakshya Adhiniyam, 2023, including the content hash of the executed instrument and the algorithm used to produce it. Pensieve records a SHA-256 hash of every issued and executed document and retains it for the retention period stated in the frontmatter of the document.

28.4 Stamp duty.

28.4.1 This Agreement is deemed to have been executed at Bulandshahar, Uttar Pradesh, and the stamp duty payable on it is governed by the Indian Stamp Act, 1899 as applicable in that State. Notwithstanding the place from which a Party affixes its signature, the Parties agree that this Agreement is made and received at that place.

28.4.2 Pensieve bears the stamp duty on this Agreement, procures the stamp certificate before execution, and delivers the executed instrument with the stamp certificate forming part of the same document. The Customer is not required to procure any stamp.

28.4.3 Where the Customer requires a counterpart stamped in its own State, Pensieve will co-operate, and, unless the Order Form records otherwise, Pensieve bears that duty too.

28.4.4 The Parties will not leave the date of execution blank, and each will state the date on which it signs.

28.5 Assignment.

28.5.1 Neither Party may assign, novate, charge or otherwise deal with its rights or obligations under this Agreement without the other's prior written consent, not to be unreasonably withheld or delayed.

28.5.2 Pensieve may assign or novate this Agreement, without consent, to an Affiliate or to a successor in connection with a merger, reconstruction, or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided the assignee assumes all of Pensieve's obligations in writing and the Customer is notified within ten (10) Business Days.

28.5.3 The Customer may assign this Agreement, without consent, to a successor in connection with a reconstruction of its group or a transfer of the clinical establishment to which this Agreement relates, provided the assignee assumes all of the Customer's obligations in writing, is not a competitor of Pensieve, and the Customer is not then in breach.

28.6 Subcontracting. 3.10 applies. Pensieve remains liable for its subcontractors. Subprocessors of Personal Data are governed by the DPA and ADD-GL-022.

28.7 Change of control.

28.7.1 Each Party will notify the other in writing within ten (10) Business Days of a change of control of it.

28.7.2 A change of control of Pensieve does not terminate this Agreement, and the entity in control must procure that Pensieve continues to perform it.

28.7.3 Where control of Pensieve passes to a person that is a direct competitor of the Customer in the provision of healthcare services, the Customer may terminate on ninety (90) days' written notice given within sixty (60) days of the notification, and 22 applies with the Exit Period provided at no charge for its first ninety (90) days.

28.7.4 Where control of the Customer passes to a person that is a competitor of Pensieve in the supply of hospital software, Pensieve may, on written notice, restrict access to non-public Documentation and to the Platform's application-building surfaces to the extent reasonably necessary to protect its Confidential Information, without otherwise reducing the Customer's use of the Platform.

28.8 Non-solicitation. During the Term and for twelve (12) months afterwards, neither Party will knowingly solicit for employment any individual of the other Party who has been directly engaged in the performance of this Agreement, without the other's written consent. This does not restrict: a general advertisement not targeted at those individuals; the engagement of a person who responds to such an advertisement; or the engagement of a person who approaches the Party on their own initiative. Nothing in this Agreement restrains any individual from practising any lawful profession, trade or business, and no term is to be construed as doing so.

28.9 Publicity and references.

28.9.1 Neither Party may issue a press release or public statement about this Agreement without the other's prior written consent.

28.9.2 Where the Order Form or a Reference & Publicity Consent (ADD-GL-020) records the Customer's agreement to be named, Pensieve may use the Customer's name and logo in the manner and for the period recorded there, and not otherwise.

28.9.3 Absent such a record, Pensieve may describe the engagement only in anonymised terms that do not identify the Customer.

28.9.4 The Customer may state publicly that it uses the Platform.

28.10 Anti-bribery and ethics. Each Party will comply with the Prevention of Corruption Act, 1988 and all other Applicable Law concerning bribery and corruption; will not offer or accept any improper payment or advantage in connection with this Agreement; and will maintain adequate procedures to prevent it. Pensieve's declarations are published as STM-GL-030 and STM-GL-031.

28.11 Compliance with Customer policies. Pensieve personnel attending the Customer's premises will comply with the Customer's site safety, infection-control, confidentiality and conduct rules notified to them in advance. Those rules do not vary this Agreement.

28.12 Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between them, save the limited authority in 9.5. Neither Party may bind the other.

28.13 Entire agreement. This Agreement, including the documents incorporated under 2.2, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior proposals, presentations, demonstrations, statements, correspondence, understandings and agreements relating to it, other than the non-disclosure agreement to the extent preserved by 12.7. Each Party acknowledges that it has not relied on any statement or representation not set out in this Agreement. Nothing in this sub-clause excludes liability for fraudulent misrepresentation.

28.14 Amendment. An amendment to this Agreement is effective only if made in writing and signed by an authorised signatory of each Party. A variation of scope or commercials is made by Change Order (ADD-GL-015) or by a new Order Form. POL-GL-065 governs price changes on renewal, and 2.6 governs updates to incorporated policies.

28.15 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing, and applies only to the instance and the purpose for which it is given. A single or partial exercise of a right does not preclude any further exercise.

28.16 Severability. If a provision of this Agreement is held invalid, illegal or unenforceable, it is severed to the minimum extent necessary and the remainder continues in force. The Parties will negotiate in good faith a replacement provision that achieves, so far as lawful, the commercial intent of the severed provision. Where a provision is unenforceable only in part or only to a degree, including a limitation of liability, a period, or a restriction, it applies with the modification necessary to make it enforceable.

28.17 Cumulative remedies. Except where this Agreement states that a remedy is sole and exclusive, the rights and remedies in it are cumulative and in addition to those available at law.

28.18 Specific performance. The Parties record that damages may not be an adequate remedy for breach of the following obligations, which are obligations in respect of which specific performance may be sought: Pensieve's obligations in 22.5, 22.6 and 20.4; and the Customer's obligations to provide the Hospital Input Pack, to nominate a project owner, to provide Third-Party Credentials, and to provide access for migration.

28.19 Third-party rights. No person who is not a Party has any right to enforce any term of this Agreement, except that 18.15 may be enforced by the individuals it protects, and except that an Affiliate of the Customer named on an Order Form may exercise the rights expressly conferred on it there.

28.20 Further assurance. Each Party will execute the documents and do the things reasonably required to give full effect to this Agreement.

28.21 Language. This Agreement is made in English. Where it is translated, the English text prevails.

28.22 Authority evidence. Each Party will provide, on or before execution, evidence of the authority of the individual signing on its behalf, in the form of a board resolution, a resolution of trustees or governing body, a partnership authorisation or an equivalent instrument. Neither Party will require a power of attorney, which cannot be executed electronically under the First Schedule to the Information Technology Act, 2000 and would delay execution.

28.23 Counterpart of record. The Parties will hold one executed electronic counterpart as the record copy. Pensieve maintains it in the Trust Center with its content hash and makes it available to the Customer at all times.