This Terms and Conditions for Nalagenetics' Referral Program (“Agreement”) is entered into by and between Nalagenetics Pte. Ltd., a company incorporated under the laws of Singapore (“Nalagenetics”), and the referring party, which may be either an individual licensed healthcare professional or a registered healthcare facility (“Partner”) who has duly executed the Nalagenetics referral partner form (“Referral Form”).

Nalagenetics is offering a referral program (“Referral Program”) whereby Partner may promote and refer Nalagenetics' products as listed in Referral Form (“Products”) to their patients or other individuals. In consideration of such referrals, Partner shall be entitled to receive a Commission for each Successful Transaction resulting from a referral, subject to the terms and conditions set forth herein.

Nalagenetics and Partner may each be referred to individually as a “Party” and collectively as the “Parties”. By participating in the Referral Program, Partner agrees to be bound by the terms and conditions of this Agreement.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1. In this Agreement, terms with capital letters have the following definitions:
2. "Applicable Regulations" means any applicable national, provincial, regional, municipal or other statutory law and regulations, administrative decisions, constitutions, policies of Government Official that are binding and applicable in Singapore or any related authority (as amended, supplemented, modified, consolidated or re-enacted from time to time).
3. “Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Singapore.
4. “Commission” means the profit that Partner is entitled to receive for each Successful Transaction, whether in the form of a percentage, fixed price, increased selling price to the patient determined by Partner, or other form agreed upon by the Parties.
5. "Doctor" means any general practitioner, specialist and/or any other medical practitioner who works for, is appointed by or is otherwise authorized by Partner.
6. “Fee” has the meaning given in Article 7.1.
7. “Force Majeure” means any cause preventing either of the Parties from performing any or all of its obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented including (without limitation) strikes, lock-outs or other industrial disputes (involving the workforce of the Party), act of terrorism or of God, war, riot, civil commotion, compliance with any law (including any applicable law) or any order, rule, regulation or direction of any governmental body or competent regulatory authority, accident, fire or flood.
8. “Insolvency Event” means, for a person, being the subject of an application for an order of bankruptcy or an application for suspension of debt repayments, having an order for bankruptcy or suspension of debt repayments made in respect of it, being in liquidation or provisional liquidation or under administration, having an administrator or controller or analogous person appointed to it or any of its property, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, or any analogous event.
9. “Laboratory” means the facility designated for the conduct of sample testing, examination, or analysis as contemplated under this Agreement.
10. "Services" has the meaning ascribed to it in Article 2. 1 of this Agreement.
11. “Successful Transaction” means each successful referral of the Product by Partner, evidenced by the purchase of the Product by the patient.
12. "Term" has the meaning ascribed to it in Article 6.1 of this Agreement.
13. "Termination Event" means any event, problem or situation which constitutes a material breach of the terms and conditions of this Agreement by Partner or Nalagenetics (as applicable), including but not limited to a material breach of any of the representations or warranties provided for in this Agreement.

ARTICLE 2 - THE SERVICES

1. Subject to Article 3, Nalagenetics shall provide the services as set out in Referral Form (the “Services”).
2. The Parties agree and acknowledge that Nalagenetics has entered into this Agreement with Partner on a non-exclusive basis.

ARTICLE 3 - SAMPLE COLLECTION AND RESULTS

1. The Parties agree and acknowledge that provision of the Services and the accuracy of any associated data and/or results is dependent on the samples collected by Partner and provided to Nalagenetics.
2. All samples shall be collected by Partner in accordance with specimen collection poster instructions provided at the point of training, and shall be accompanied by the test request form and informed consent form.
3. Nalagenetics shall, at its own cost, arrange an authorized courier to collect the samples and supporting documents at the location specified by Partner, at a time to be agreed upon by the Parties.
4. Nalagenetics will process, test and/or analyze samples at the Laboratory, and will inform the results of these tests to Partner in a media to be agreed upon by the Parties.

ARTICLE 4 - RIGHTS AND OBLIGATIONS OF NALAGENETICS

1. Nalagenetics shall ensure that the Services are performed substantially by persons employed or engaged by Nalagenetics who are suitably qualified and able to provide the Services.
2. Nalagenetics shall jointly with Partner develop, arrange and conduct seminars, meetings, focus group discussions (FGD), or other such events to familiarize Doctors, medical personnel, laboratory and/or other clinic personnel with the Services.
3. Nalagenetics shall develop and implement suitable training programs and manuals for Partner's personnel in connection with the Services under this Agreement, including but not limited to providing training on ordering tests, obtaining patient consent, sample collection, labelling, logistics, using Nalagenetics Clinical Decision Support™, and the basics of clinical implementation of pharmacogenomics.
4. Nalagenetics shall provide occasional informational and/or educational updates relating to the Services to Partner.
5. Nalagenetics shall answer any reasonable queries of Partner.
6. Subject always to Clause 3, Nalagenetics shall use its best efforts to ensure that all analysis and results derived from samples provided are accurate.

ARTICLE 5 - RIGHTS AND OBLIGATIONS OF THE CUSTOMER

1. Partner shall provide Nalagenetics with such information and assistance which Nalagenetics reasonably requires and which Partner can reasonably give in order to facilitate the proper and punctual discharge of Nalagenetics' obligations under this Agreement.
2. Partner shall, in accordance with all applicable clinical practice standards, obtain the consent of any person, patient and/or end-user required to enable Nalagenetics' performance of the Services and/or any genetic tests thereunder, and Partner further agrees and acknowledges that Nalagenetics shall not be obliged to carry out any Services and/or any genetic tests thereunder where such consent is not obtained.
3. During the Term, pay Fee to Nalagenetics for Services rendered, in accordance with this Agreement and Referral Form.
4. Acknowledge all of Nalagenetics' intellectual property and other established rights during the Term as well as after its termination.

ARTICLE 6 - TERM OF THE AGREEMENT

This Agreement shall become effective as of the date of execution of the Referral Form and shall remain in force until terminated by either Party through written notice, delivered no later than thirty (30) calendar days prior to the desired termination date.

ARTICLE 7 - FEE AND TERMS OF PAYMENT

1. In consideration for the Services, Partner shall pay to Nalagenetics the fee as set out in Referral Form (“Fee”).
2. The Parties shall review and evaluate the Fee annually, with the goal of ensuring that the Fee is reasonably reflects the prevailing market price for similar services.
3. Partner shall bear all taxes arising in connection with payment of the Fee.
4. Nalagenetics shall on the first day of each month issue to Partner an invoice for the Fee for the preceding month. Partner shall within 7 days of receipt of the invoice pay Fee to the bank account of Nalagenetics, with the following details:

Account name: Nalagenetics Pte Ltd
Account number: 107-903087-4
Bank Name: DBS Bank Ltd Singapore
Bank Address: 12 Marina Boulevard, DBS Asia Central, Marina Bay Financial Centre Tower 3, Singapore 018982
Country: Singapore
SWIFT/BIC: DBSSSGSG
Currency: SGD and USD

ARTICLE 8 - REPRESENTATION AND WARRANTIES

1. Each Party represents and warrants to the other Party that the representations below are true and correct from the Effective Date until this Agreement is terminated:
2. it is a legal entity duly established and validly existing under the laws of the relevant jurisdiction as specified in the Parties section of this Agreement;
3. it has full power, authority, capacity and legal rights to enter into, execute, deliver and perform all of its obligations under this Agreement;
4. the Parties shall act in good faith;
5. the participation of each Party in, exercise the rights and/or perform its obligations under this Agreement does not and will not violate: (i) Applicable Regulations; and (ii) any agreement which each Party is a party thereof
6. None of them is affected by an Insolvency Event;
7. all permits, approvals, authorities, and actions (corporations and others) required on its part have been obtained for its purposes legally entering into and signing this Agreement and binding itself and carrying out the obligations set forth in this Agreement.
8. Partner hereby represent and warrant to Nalagenetics (whether during the period of this Agreement and/or this Agreement has ended) that Partner will refrain from directly or indirectly, on their behalf, engaged in any activities, business, joint venture, partnership, equity partnership, and/or company that is in competition with Nalagenetics' business activity and/or similar to and/or scope of works.

ARTICLE 9 - INTELLECTUAL PROPERTY RIGHTS

1. This Agreement is not intended and shall not be construed as transferring the intellectual property rights of either Party to the other Party. Each Party acknowledges that the other Party is the owner of all intellectual property rights in any material provided by the other Party to the first Party. Nothing contained in this Agreement shall be deemed to grant, whether directly or by implication, any right, (whether by licence or otherwise), under any patent(s), patent applications, copyrights or other intellectual property rights.
2. Partner shall not analyse, examine, study or in any way reverse engineer any product or service of Nalagenetics to:
3. build a similar or competitive product or service;
4. build a product using similar ideas, features or functions;
5. copy any ideas, features or functions of any product or service of Nalagenetics;
6. Partner will, upon termination of this Agreement or at the request of Nalagenetics at any time, promptly return to Nalagenetics or securely destroy all materials that contain intellectual property rights of Nalagenetics.

ARTICLE 10 - LIABILITY AND INDEMNITY

1. Nalagenetics shall not be liable for any loss, damage or destruction of any property or any injury or death of the Patient or for any demands, claims or proceedings against Partner arising from or related to the Agreement or use of the Services due to any reason. Without prejudice to the generality of the foregoing, Partner expressly waives and releases Nalagenetics from any and all liability, claims or damages arising from or in any way related to its use of the Services, including but not limited to:
2. the provision to Nalagenetics of inaccurate information;
3. any incorrect application by Partner or any Doctor of any information or data provided by Nalagenetics;
4. any leak or loss of Personal Data (as defined below) despite Nalagenetics' reasonable efforts to prevent the same.
5. Notwithstanding the foregoing, nothing in this Agreement excludes or limits the liability of the either Party in respect of:
6. death or personal injury caused by its negligence (including negligence of its employees, agents or contractors);
7. fraud or fraudulent misrepresentation;
8. liability which may not otherwise be limited or excluded under any Applicable Regulations.
9. Save for the indemnities under this Agreement, each Party's entire liability to the other Party arising out of or in connection with this Agreement whether arising from contract, tort, negligence or otherwise shall be limited in aggregate to an amount equal to the Fee paid or received by such other Party for the portion of the Service in question. Notwithstanding the aforesaid, no Party shall in any event be liable to the other Party for any indirect, incidental, punitive, special or consequential loss or damages, including without limitation, loss of profits or revenue, loss of contracts; and loss of business or goodwill, howsoever arising out of or in connection with this Agreement.
10. Partner shall indemnify and keep Nalagenetics indemnified against all costs, claims, losses, damages, demands, liabilities, causes of action, proceedings, awards or judgments (including all legal costs and expenses) incurred by or brought against Nalagenetics arising out of or connected with:
11. any act or omission in providing the Services;
12. any negligence, fraud, default, misconduct or breach of this Agreement by Partner, its directors, officers, employees, agents, contractors or subcontractors;
13. any act or omission or material breach of this Agreement that causes Nalagenetics to be in breach or default of or fail to comply with any Applicable Regulations which are relevant to the subject matter of this Agreement and to the performance by the Parties of their respective obligations under this Agreement.
14. Notwithstanding the foregoing, Partner expressly agrees and acknowledges that where a genetic test is ordered by Partner or a Doctor for and/or in respect of any person, patient and/or end-user or where performance of the Services will require the performance of any genetic test(s), Nalagenetics shall not be responsible or liable for the oversight, conduct and/or quality of:
15. any applicable pre-test counselling;
16. disclosure of the results of the genetic test(s) to the person, patient and€ end-user;
17. any applicable post-test counselling.
18. The provisions of this Article shall survive the termination of this Agreement.

ARTICLE 11 - TERMINATION

1. Notwithstanding Article 6 above, in the event of the occurrence of a Termination Event caused by one of the Parties, the other Party may give the other Party written notice thereof and require that Party to rectify the Termination Event within thirty (30) Business Days. In the event that the Termination Event is not rectified within the aforementioned period, the affected Party may terminate this Agreement.
2. The termination of this Agreement will not affect the rights and obligations of the Parties which have accrued before the date of such expiry or termination, including but not limited to Nalagenetics' right to recover costs, damages, compensation or otherwise from Partner.
3. Notwithstanding the foregoing, Nalagenetics reserves the right to immediately terminate the Agreement if in Nalagenetics' reasonable opinion that continued performance of the Services will result in the breach by Nalagenetics of any Applicable Regulations.

ARTICLE 12 - NOTICES

1. Any notice or other communication given under this Agreement or in relation to matters regulated in this Agreement shall, unless otherwise stipulated, be made in writing to the following addresses:



Attn: Levana Sani
Nalagenetics Pte Ltd
1093 Lower Delta Road #04-06/08
Singapore 169204
levana@nalagenetics.com

For Partner: referring to Referral Form.

2. In each instance, the notice and/or communication shall be deemed to be delivered on the day and at the time that it was first sent.

ARTICLE 13 - CONFIDENTIAL INFORMATION

1. Each Party (the “Receiving Party”) shall at all times keep strictly confidential, isolated and clearly identified all Confidential Information of the other Party (the “Disclosing Party”) and put in place technical and organizational measures to maintain the confidentiality of Confidential Information of the Disclosing Party. Ownership of the Confidential Information shall at all times vest in the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information pursuant to any law or regulation or an order of court or regulatory authority, provided that, and to the extent permissible by law, regulation or authority, the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure in order to permit the Disclosing Party to seek a protective order or other remedies.
2. The Receiving Party shall only permit access to the Confidential Information to such of the Receiving Party's directors, officers or employees (collectively, the "Representatives") having a need to know and shall procure the Representatives to keep the Confidential Information strictly confidential. Notwithstanding any other provision in this Agreement, the Receiving Party shall remain liable to the Disclosing Party for losses or damages in the event of any breach of confidentiality or security by any of the Representatives or the Receiving Party's sub-contractors.
3. The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorised access or breach of confidentiality or security in respect of the Confidential Information of the Disclosing Party and take immediate measures to remedy and stop such unauthorised access or breach. The Receiving Party will, upon termination of this Agreement or at the request of Disclosing Party at any time, promptly return to the Disclosing Party or securely destroy all originals, copies and reproductions of the Confidential Information of the Disclosing Party.
4. Confidential Information shall not include any information that:
5. is or becomes publicly available without the Receiving Party's breach of any obligations owed;
6. is known to the Receiving Party prior to the Disclosing Party's disclosure of such information to the Receiving Party;
7. becomes known to the Receiving Party from a source other than the Disclosing Party without a breach of an obligation of confidentiality owed to the Disclosing Party;
8. is independently developed by the Receiving Party.
9. The provisions of this Clause shall survive the termination of this Agreement.

ARTICLE 14 - PERSONAL DATA

Nalagenetics shall comply with the Singapore Personal Data Protection Act 2012 (“PDPA”) and all subsidiary legislation related thereto (collectively “Data Protection Legislation”) with regard to any and all Personal Data (as defined in the PDPA) that it collects and discloses to and/or receives from Partner.

ARTICLE 15 - GOVERNING LAW AND DISPUTE SETTLEMENT

1. This Agreement is governed and interpreted in accordance with the laws of the Republic of Singapore.
2. Any dispute arising out of or in connection with this Agreement will be negotiated in good faith by the Parties with a view to an amicable resolution of such dispute. If the dispute is not resolved within thirty (30) days of the date of the dispute arising, it shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The language of arbitration shall be English

ARTICLE 16 - FORCE MAJEURE

1. Neither Party shall be liable to the other for loss or damage caused directly or indirectly by, or in connection with, any event of Force Majeure.
2. In the event of an occurrence of Force Majeure, the Parties shall have the right discuss how to resolve any prejudice suffered by the Parties provided always that the affected Party gives written notice of its intention to begin discussions within 5 (five) Business Days of the occurrence of the Force Majeure event.

ARTICLE 17 - CONSIGNMENT

1. All consigned product shall remain at the aforementioned Partner address and shall not be moved to another location without prior written notice to the Nalagenetics.
2. In the event that Partner fails to perform and/or adhere to the terms and obligations contained herein this Agreement, the Nalagenetics shall be afforded the opportunity to cancel this Agreement by providing days advance written notice to Partner. However, the Nalagenetics shall in turn afford Partner the opportunity to take corrective action prior to the deadline stated in the aforementioned advance written notice to avert cancellation of this Agreement.
3. In the event that the consigned kits is lost, stolen, destroyed, damaged or unaccounted for due to any cause, known or unknown, while consigned to the Clinic, the kits, or each item consigned, that is lot or unaccounted for shall be considered as having been sold, and Partner shall pay unto the Nalagenetics the amount agreed herein as if the lost kits had been sold and Nalagenetics shall be paid the previously agreed, and that amount shall be paid no later than 30 days following the loss of the kits.
4. In the event of loss, missing kits, or the rejection of samples due to clinic negligence resulting in poor-quality samples, the following charges will apply:
5. A charge of $55 will be imposed for each kit that is lost or missing during the consignment process. This charge will be invoiced to Partner within 14 (fourteen) days of the incident.
6. If the samples provided by Partner are rejected due to negligence resulting in poor-quality samples, a charge of $55 per sample will be levied. This charge will be invoiced to Partner within 30 days of the sample rejection.
7. The clinic shall be responsible for the payment of the aforementioned charges within 30 days of receiving the invoice.
8. It is the responsibility of Partner to ensure the proper handling, storage, and transportation of the consigned kits and samples. The clinic shall exercise reasonable care and diligence to prevent the loss, damage, or poor quality of the samples during the consignment period.
9. Nalagenetics shall not be held liable for any losses or damages incurred due to circumstances beyond their reasonable control, such as acts of nature, accidents, or third-party interference.
10. Both parties agree to resolve any disputes arising from this consignment clause through amicable discussions and negotiations.
11. Partner warrants to adhere to the delivery procedures established by the shipping service designated by Nalagenetics and will monitor the shipment of the kits accordingly.
12. Partner hereby releases Nalagenetics from any liability regarding the products shipped, effective from the moment the kits are handed over to the shipping service.
13. Partner acknowledges and agrees to the terms and conditions set forth in this consignment clause.

ARTICLE 18 - MISCELLANEOUS

1. Neither Party is entitled to assign part or all of the rights, benefits and obligations under this Agreement to any party without the prior written consent of the other Party.
2. This Agreement supersedes all previous actions, approvals, agreements, and understandings between the Parties in this regard, unless otherwise stated.
3. This Agreement may not be amended except with the mutual agreement of the Parties in writing.
4. Any provision of this Agreement which is void, illegal or otherwise unenforceable will be severed to the extent permitted by law without affecting the validity, legality or enforceability of any other provision of this Agreement.

- End of Agreement -