PARTNER SERVICES AGREEMENT

PREAMBLE

This Partner Services Agreement (“Agreement”) is entered into between AwaDoc, a technology-enabled digital healthcare company operating across 30 or more African countries (“AwaDoc” or “the Platform”), and the healthcare service provider identified on the cover page/Annex A form of this Agreement (“the Partner”).

AwaDoc operates Noura, an AI-powered clinical assistant accessible natively via WhatsApp and Mobile App, designed to extend the reach of quality healthcare services to underserved and underconnected populations across Africa and beyond. By partnering with licensed and regulated healthcare providers, AwaDoc enables patients to discover, access, and pay for partner services through its digital infrastructure.

This Agreement sets out the commercial, operational, and governance terms governing the relationship between AwaDoc and the Partner, with particular emphasis on the Revenue Sharing Model applicable to all transactions facilitated through the AwaDoc Platform.

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings assigned to them below:

2. SCOPE OF PARTNERSHIP

This Agreement applies to all categories of healthcare partners operating within the AwaDoc network. Eligible partner categories and their covered services include:

• Hospitals: In-patient care, surgery, emergency services, specialist consultations, elective procedures
• Clinics & Outpatient Centres: General practice, specialist outpatient care, chronic disease management
• Primary Healthcare Centres (PHCs): Community health, preventive care, immunisation, antenatal and postnatal services
• Telemedicine Providers: Remote video and audio consultations, digital second opinions, asynchronous clinical review
• Diagnostic Laboratories: Blood tests, urinalysis, molecular diagnostics, genetic testing, pathology
• Radiology & Imaging Centres: X-ray, ultrasound, CT scan, MRI, and other diagnostic imaging services
• Pharmacies & Drug Fulfilment: Prescription dispensing, OTC drug sales, medication delivery, pharmaceutical counselling
• Mental Health Providers: Psychiatry, psychology, counselling, psychotherapy, crisis support services
• Physiotherapy & Rehabilitation: Musculoskeletal therapy, post-operative rehabilitation, sports medicine, occupational therapy
• Dental Clinics: General dentistry, orthodontics, oral surgery, dental hygiene services
• Optometry & Eye Care: Vision testing, prescription eyewear, ophthalmic services
• Maternal & Reproductive Health: Antenatal care, delivery services, postnatal support, family planning, fertility services
• Nutrition & Dietetics: Clinical nutrition counselling, weight management, therapeutic dietary support
• Corporate Health & Wellness: Employer health programmes, occupational health, staff wellness screenings
• Home Healthcare: Domiciliary nursing, home physiotherapy, post-discharge care, elderly care services

Additional partner categories not listed above may be onboarded subject to mutual written agreement and applicable regulatory clearances. The specific services to be offered by the Partner through the AwaDoc Platform shall be documented in the Partner Onboarding Schedule at Annex A.

3. PATIENT-FACING PRICING

The Partner shall agree with AwaDoc on the pricing of all Partner Services made available through the AwaDoc Platform prior to commencement. The agreed pricing shall be documented in the Partner Onboarding Schedule (Annex A) and reviewed quarterly by mutual written consent.

NB: The Platform Fee retained by AwaDoc is not an additional charge levied on the Patient. The Gross Transaction Value presented to the Patient at any point represents the total and final amount payable. The Platform Fee is deducted internally from the GTV before remittance to the Partner and does not result in any price increase to the end consumer.

Partners must not independently surcharge Patients for services delivered through AwaDoc or present pricing to Patients that differs from the agreed schedule without prior written approval from AwaDoc.

4. REVENUE SHARING MODEL

5. JUSTIFICATION OF THE PLATFORM FEE

The Platform Fee is structured to reflect the true and ongoing cost of operating a clinically safe, regulatory-compliant, AI-powered healthcare infrastructure across multiple African markets. The fee covers the following components:

• 5.1 Artificial Intelligence Infrastructure: LLM APIs and proprietary clinical reasoning systems powering Noura. Each patient interaction, symptom assessment, triage, and clinical query incurs per-token AI API costs, model fine-tuning, and clinical safety monitoring.
• 5.2 Cloud Infrastructure and Data Hosting: Compute, storage, redundant server infrastructure, data encryption, security audits, and penetration testing in compliance with NDPA 2023, HIPAA, and GDPR.
• 5.3 Meta WhatsApp Business Platform Fees: Per-conversation fees for active patient sessions, templates, notifications, and BSP compliance fees charged by Meta Platforms Inc.
• 5.4 Payment Processing and Financial Infrastructure: Payment gateway transaction fees, cross-border payment processing, currency conversion charges, and financial reconciliation systems.
• 5.5 Regulatory Compliance and Licensing: Licensing, legal advisory, DPO and data controller registrations, and multi-jurisdiction regulatory compliance.
• 5.6 Platform Development and Engineering: Ongoing software development, API integration, dashboard creation, clinical workflow validation, and quality assurance.
• 5.7 Clinical Governance and Patient Support: Clinical oversight, triage escalation protocols, user support, and platform safety reviews.

6. PAYMENT TERMS AND SETTLEMENT

• Settlement Cycle: Net Partner Payouts shall be remitted on a bi-weekly or monthly basis as documented in Annex A.
• Settlement Method: Direct bank transfer to the account designated by the Partner in Annex A.
• Transaction Reports: Detailed Transaction Reports will accompany each settlement, itemising all processed transactions, GTV, Platform Fee, and NPP.
• Disputed Transactions: AwaDoc reserves the right to withhold the NPP portion pending dispute resolution within fourteen (14) calendar days.
• Currency: Local currency of the Partner's primary jurisdiction unless otherwise agreed.
• Minimum Payout Threshold: A minimum payout threshold (typically ₦200,000.00) applies as documented in Annex A. Amounts below this threshold will carry forward.

7. PARTNER OBLIGATIONS

• Maintain all necessary professional licences, facility registrations, and regulatory approvals.
• Ensure all clinicians hold valid registration with relevant professional regulatory bodies.
• Provide accurate and up-to-date pricing, availability, and credentials.
• Fulfil all patient appointments, orders, and referrals generated through the platform within agreed timeframes.
• Comply with all applicable data protection laws, including NDPA 2023.
• Promptly notify AwaDoc of any changes in service offerings, pricing, or availability.
• Participate in periodic quality assurance and partner performance reviews.
• Do not engage in conduct that damages the reputation of the AwaDoc platform.
• Do not redirect Patients sourced through the AwaDoc Platform to transact outside the Platform for the purpose of circumventing the Platform Fee.

8. AWADOC OBLIGATIONS

• Maintain the AwaDoc Platform in good working order and use commercially reasonable efforts to ensure high availability.
• Market and promote Partner Services through the patient network, subject to clinical appropriateness.
• Handle all patient-facing payment processing, reducing administrative collection burden.
• Remit NPP within agreed timelines accompanied by Transaction Reports.
• Provide the Partner with access to an administrative dashboard for tracking Transactions and metrics.
• Maintain compliance with regulations governing digital health platforms in each jurisdiction.
• Provide at least thirty (30) days' prior notice for any material changes to Platform Fees or payment terms.

9. CONFIDENTIALITY

Each Party agrees to keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent. Confidential Information must be used solely for performing obligations under this Agreement. Security measures must be implemented to prevent unauthorised disclosure, and Confidential Information must be returned or destroyed upon termination.

10. DATA PROTECTION

Both Parties shall process patient and operational data in accordance with all applicable data protection laws, including the Nigeria Data Protection Act 2023 (NDPA), HIPAA, and GDPR where applicable. The Partner shall not transfer patient data collected or processed through the AwaDoc Platform to any third party without prior written consent from AwaDoc and the patient.

11. INTELLECTUAL PROPERTY

Nothing in this Agreement shall transfer any intellectual property rights between the Parties. AwaDoc retains all rights, title, and interest in the AwaDoc Platform, the Noura AI assistant, its branding, technology, and proprietary systems. The Partner retains all rights to its own branding and clinical methodologies.

12. TERM AND TERMINATION

• Initial term of twelve (12) months, renewing automatically on an annual basis unless terminated.
• Either party may terminate the agreement without cause by providing sixty (60) days' written notice.
• AwaDoc may terminate immediately for cause if the Partner commits a material breach, loses a required regulatory licence, becomes insolvent, or compromises patient safety.
• The Partner may terminate immediately if AwaDoc commits a material breach and fails to remedy it within thirty (30) days.
• Upon termination, outstanding Net Partner Payouts will be remitted subject to dispute resolution.

13. DISPUTE RESOLUTION

• Negotiation: Parties will attempt good-faith negotiation within fifteen (15) business days.
• Mediation: If negotiation fails, dispute will be referred to a mutually agreed mediator.
• Arbitration: If mediation fails, dispute will be resolved by binding arbitration in the Partner's jurisdiction.
• Governing Law: The laws of the Federal Republic of Nigeria, without prejudice to local regulations.

14. GENERAL PROVISIONS

• Amendments: Must be made in writing and signed by authorised representatives.
• Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior discussions.
• Severability: If any provision is found invalid, remaining provisions continue in full force.
• Force Majeure: Neither party is liable for delays caused by circumstances beyond its reasonable control.

15. EXECUTION

By executing this Agreement, each party confirms that it has read, understood, and agrees to be bound by all terms and conditions set out herein.