AfriDOKTA CUSTOMER SERVICE AGREEMENT

(“Agreement”) is dated 22/08/19 between E Health Solutions LLC a Nevada limited liability company located at 9206 NW 23rd Lane, Gainesville, FL 32606 USA d/b/a E Health Solutions Ltd and AfriDOKTA.com in Kenya and Africa (“Company”),; and (“Customer”), located at ,,, each a “Party”, jointly referred to as the “Parties”.

Company is pleased to provide Customer with Telemedicine, Employee Assistance Program (“EAP”) and Medical Bill Saver Services (collectively the “Services”) beginning on ____08/22/2019___, pursuant to the terms and conditions of this Agreement. All Services offered do not require employees or members to pay any out of pocket expenses such as co-pays or deductibles. The price of all Services are based on the number of Employees who are uploaded to Company’s administration system, located at https://afridokta.com/ as of the first day of each month. Since Services cover all of the dependent family members living in the Employees household, the price is expressed as an amount Per Family Per Month (“PFPM”).

Customer’s price is $_________PER MEMBER BASED ON ELECTION on a (6) month (6 consults year) or (12) month (12 consults/year) Medical Consults Only , or Medical Consults and Pharmacy Benefit or Medical Consult and Lab Benefit or Medical Consults, Pharmacy Benefit and Lab Benefit.

TERMS AND CONDITIONS

1) SERVICES
During the Term (as defined below) and on a non-exclusive basis, Company will provide Customer with the telemedicine, EAP and Medical Bill Saver services for use by Customer’s Employees, including their legal dependents (collectively the “Members”). Services will be provided by various companies (“Providers”).

2) DUTIES OF THE PARTIES
A. Duties of Company
Company shall (i) deliver and support the Services; (ii) manage and securely maintain a database of Member profile information provided by Customer; and (iii) provide Customer with de-identified utilization reports. Company may discontinue any Service without liability at any time; provided, however, Company will use reasonable efforts to notify Customer sixty (60) days or more in advance of any such discontinuation.
B. Duties of Customer
Customer shall (i) promote the use of the Services to Members; (ii) submit to Company, on an ongoing basis, enrollment and eligibility information for Members; (iii) promptly distribute any Member identification and password information which may be provided by Company or Providers, to enable each Member to activate his/her account and use the Services; and (iv) timely make all payments to Company.

3) PRICING AND PAYMENT
Customer shall pay Company annually for all members included in Company’s Uploaded Database File. Company will invoice Customer annually or biannually, and all payments will be due upon receipt of invoice. Any payment not received by Company on or before the due date shall bear interest commencing 15 days after the due date until paid in full at the lesser of one and one half percent (6%) per month or the maximum rate allowed by applicable law. Any invoice 28 days or more in arrears is grounds for suspension of the Services. Company reserves the right to change the PFPM fee upon providing written notice to Customer at least sixty (60) days prior to the effective date of the change. All amounts shall be payable by Customer to Company without right of setoff, deduction or demand. Payment can be made either by ACH transaction, or by mailing a paper check to the following address:

E Health Solutions LLC dba Afridokta.Com
Attn: Accounts Receivable
9206 NW 23rd Lane
Gainesville, FL USA 32606

4) TERM AND TERMINATION
Unless otherwise set forth, this Agreement shall be effective until the one year anniversary of the Effective Date of this Agreement, and shall automatically renew for additional one-year periods on each anniversary of the Effective Date. Each one-year period of this Agreement (or such shorter or longer period of effectiveness as mutually agreed to by Company and Customer) is referred to as an “Effective Period” and collectively all of the Effective Periods of this Agreement are referred to as the “Term.” Either party may terminate this Agreement at any time by providing the other party at least ninety (90) days prior written notice. Company may immediately terminate this Agreement upon written notice to Customer if Customer breaches any provision of this Agreement.

5) OWNERSHIP
All materials, including all copyrights, trademarks, logos and other identifying marks (collectively “Materials”) provided by Company to promote and/or provide information about the Services are and shall remain the exclusive property of Company. All Materials are proprietary and may not be reproduced, duplicated or disseminated for any purpose other than to promote and/or inform Customer and Employees / Members about the Services. CADRPlus.com, and any other of the Providers web site(s) made available by Company for promotion and/or use of the Services (collectively, the “Website”), are and shall remain the exclusive property of Company or Providers.

6) NON-DISCLOSURE
Except as otherwise set forth in this Agreement, and unless otherwise required by law or compelled by a court of competent jurisdiction, Company and Customer both agree not to disclose the terms and/or conditions of this Agreement or any information provided to the other Party with respect to this Agreement or the Services to a third party, without the prior written consent of the other Party.

7) REPRESENTATIONS AND WARRANTIES
A. Company represents and warrants to Customer that Company and Providers will abide by and comply with at a minimum local health care privacy and confidentiality laws and at a maximum the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) of the USA, as amended, with respect to any Protected Health Information as defined by HIPAA and provided to Company and the Providers by Customer and/or Members.

B. Customer acknowledges, understands, and agrees that (i) some of the physicians providing services in connection with the Services are independent health care professionals, not employees or agents of Company, and are solely responsible for the services they provide to Members. Company is not in any way a partner of any such physician, nor a member of any such physician’s group, nor in practice nor in business with any such physician. Company has no power to hire physicians. Company has no authority to discipline, fire or terminate physicians. In particular, Company has no authority to influence, much less control, how physicians practice, nor does it seek to acquire any such authority. On the contrary, Company recognizes, and by signing the Agreement Customer also recognizes, and will make clear to Members, that the physicians are vetted professionals authorized and obligated to exercise their own independent professional judgment in the care of Members, and that Company has no authority, nor any obligation, nor does it seek any such authority or obligation, to play any role in making any such judgments. In particular, physicians exercise their own independent medical judgment in determining whether a Member can benefit from their services, in determining whether a Member may be appropriately diagnosed through the Services, and in determining whether a Member may be appropriately treated through the Services. Company itself has neither control nor influence over such decisions, nor does it attempt to exercise control or influence over them; (ii) the physicians providing services in connection with the Services will not treat severe and/or emergency conditions as part of the Services and may recommend that Members visit their primary care physicians, specialists or a local facility if deemed appropriate, in the sole and absolute discretion of such physicians; and (iii) when a Member provides prior written permission, physicians providing services in connection with the Services have advised that they will facilitate continuity of care.

C. Each Party represents and warrants to the other Party that (i) it has the full right, power, and authority to enter into and to perform this Agreement; (ii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action; and (iii) this Agreement constitutes a valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the rights of creditors generally.

D. DISCLAIMER OF WARRANTIES. COMPANY DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OF THE SERVICES. ALL INFORMATION, MATERIALS, AND SERVICES ARE PROVIDED TO CUSTOMER AND/OR ANY MEMBER “AS IS.” EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PHYSICIAN’S COMPLIANCE WITH THE APPLICABLE STADARD OF CARE, SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS, OR THE SAFETY OR EFFICACY OF ANY TREATMENT, OR ACTION, APPLICATION OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SERVICES.

8) LIMITATION OF LIABILITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE ONE (1) MONTH PERIOD PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES, LOSSES, FEES, CHARGES, EXPENSES, AND/OR LIABILITIES.

9) INDEMNIFICATION
Each Party (each, the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other Party and the other Party’s owners, officers, directors, employees, contractors, representatives, agents, and affiliated entities (collectively, the “Indemnified Parties”) from and against any third party claims (each, a “Claim”) arising out of or in connection with any breach of this Agreement by the Indemnifying Party including, without limitation, a breach of any representation, warranty, covenant, or obligation under this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any Claim and shall reasonably cooperate with the Indemnifying Party in the defense of such Claim.

10) GENERAL TERMS
This Agreement is the entire agreement between Company and Customer and supersedes any prior understandings or written or oral agreements between Company and Customer with respect to the subject matter of this Agreement. No waiver of a breach of any provision of this Agreement by any Party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement. Customer’s obligation to pay for any Services received from Company or the Providers and each of the provisions of Sections 5 through 12 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true and correct, and are hereby incorporated herein by reference and made a part of this Agreement. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by Company and Customer and their successors and assigns. This Agreement shall not be construed to give any person other than Company and the Customer any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement may be amended or changed only pursuant to a written document duly executed by both Company and Customer. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party will act as an independent entity and not as an agent of the other Party for any purpose, and neither will have the authority to bind the other, nor will either Party permit itself to be portrayed or reasonably perceived as the agent of the other.

11) NOTICES
All notices and other communications required pursuant to this Agreement shall be written and shall be delivered by hand-delivery or by nationally recognized overnight delivery service (such as FedEx, UPS, DHL or USPS Express Mail). All such notices and other communications shall be addressed to the Parties at the addresses set forth in the Agreement or to such other address as a Party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (i) on the date delivered if by hand- delivery; or (ii) on the date delivered or the date delivery is refused by the recipient, if by nationally recognized overnight delivery service.

12) DISPUTE RESOLUTION
Except as otherwise specifically set forth in this Agreement, the Parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement (each, a “Dispute”) solely pursuant to the terms of this Section.
A. Management Resolution. All Disputes shall first be referred to the Parties’ authorized representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their Party.

B. Arbitration. If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration (“Arbitration”) administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules. In the event of any Arbitration, action to compel Arbitration, action to enforce an Arbitration award or action to seek injunctive relief pursuant to this Agreement, the prevailing Party in such proceeding shall be entitled to an award of its reasonable attorneys’ fees and costs for each such proceeding, including the Arbitration, trial and for all levels of appeal.

C. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the local country and or US laws of the State of Florida. For any action to compel Arbitration, enforce an arbitration award or seek injunctive relief pursuant to this Agreement, the Parties hereby expressly consent to the (i) venue of Nairobi, Kenya, and each Party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Gainesville, Florida, USA.

D. Injunctive Relief; Cumulative Remedies. Each Party acknowledges and agrees that a violation or breach of any of the ownership or non-disclosure provision of this Agreement could cause irreparable harm to the non-breaching Party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each Party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each Party hereby expressly waives any objection, in any such equitable action, that the other Party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively or together.

DESCRIPTION OF SERVICES

Company:
I. Company provides Services composed of telemedicine, EAP and Medical Bill Saver programs. Services or processes may change from time to time based on factors such as changes the Providers make to their programs and operations as well as certain services being revises.
II. Implementation- The Services can be implemented within 30 days of receipt of eligibility data. a. Member Eligibility File: Company will provide eligibility file template detailing the information required from Customer to enroll Members in AfriDOKTA.com: • Name / Address / Phone / Email / DOB / Gender
III. Fulfillment- Company will provide the following. 1. A welcome email and text sent to the email address and mobile number provided outlining the steps to activate the Member’s account and access services. 2. Membership Userid and Password to each individual Member at the email and text provided in the Eligibility File. 3. Telephone numbers for assistance and website login information. IV. Utilization Marketing Awareness Program Online/Offline- Company will provide Customer with marketing materials in digital format to use as needed with communications with eligible persons about the AfriDOKTA.com benefits. a. Customer agrees to communicate to Members about AfriDOKTA.com benefits at least quarterly In one of the following ways: 1. Create joint Marketing/Awareness Team and agree on schedule of communication to eligible persons. 2. Rollout Internal Awareness Program incorporating AfriDOKTA.com services a. Information on its intranet, newsletters, email and other communication methods at Customer expense. 3. Digital examples of posters, payroll stuffers, Employee PPT, 1&2 page brochures, letters, etc. 4. Flash Demo with link 5. Company to work with Customer to develop employee testimonial to use in internal communications b. Additional offline marketing initiatives and pieces can be available and customized at additional cost to the customer. i. Branding and customizing brochures, magnates, key chains, etc.

Telemedicine:
V. Under the Agreement, telemedicine Provider will provide access to the licensed physicians, providing Cross-Coverage Consultations, associated with telemedicine Provider. The physicians are selected and engaged by telemedicine Provider to provide patient and physician interaction, whereby the physician diagnoses the patient’s ailment, recommends therapy, and if necessary and appropriate, writes a prescription; and or requests a medical laboratory test. Telemedicine Provider represents that each physician shall be licensed to practice medicine in the relevant jurisdiction(s), technologically proficient, trained in Cross-Coverage Consultations and covered by medical malpractice insurance having limits equal to or greater than the minimum required limits in the state where such physician practices. Telemedicine Provider also represents that consultations with telemedicine Provider physicians are not delivered by Internet questionnaires but by live audio-video engagement..

VI. Solely with respect to consultations, telemedicine Provider’s services include the following: a. Telemedicine Provider will provide the Members with unlimited audio-video consultations and health information services provided by a certified physician associated with telemedicine Provider. This access shall be available 24 hours per day, 365 days per year. b. Telemedicine Provider will promptly answer all requests and connect the Member within 30 mins to a licensed physician who it has vetted to be on the AfriDOKTA.com platform. The licensed physician shall: i. Conduct a medical consult to assess the Member’s medical needs; and ii. Based upon the medical consult, respond to the consult request as follows: 1. Determine that the call is a life-threatening emergency, and direct the Member to the nearest emergency facility; 2. Determine that the call is urgent but not a life-threatening emergency, and advise the Member how to treat the condition, prescribe medication as necessary, and make a determination whether the Member should contact or page his/her primary care physician; or 3. Determine that the call is not urgent and not a life-threatening emergency, advise the Member how to treat the condition, prescribe medication as necessary, or submit a lab test request and advise the Member to follow up with AfriDOKTA and or his/her primary care physician or a specialist focused on the specific medical problem.

VII. Solely with respect to video consultations, telemedicine provider’s services include the following: a. Company will provide telemedicine services to the Members 24hours a day, seven days a week, via access to secure Video Consultations provided by a telemedicine Provider-associated physician licensed in the country where the Member is located. b. If a Member requests a Video Consultation, it will be scheduled and an appointment reminder notification will be sent before the commencement of the Video Consultation. To commence the Video Consultation, the Member will access the consultation within the telemedicine Provider member site using his secure member login. c. Once the Video Consultation commences, the licensed telemedicine Provider- associated physician will handle the Video Consultation in the same manner as an outpatient consultation.

VIII. It is understood by the Parties that the licensed physicians may at will choose not prescribe any controlled substances, narcotics, psychotropic medications or lifestyle drugs.

IX. Only the Members who have completed the steps necessary to create the legally mandated doctor/patient relationship (as described herein) will receive the medical consults, or Video Consultations, from telemedicine Provider. Those steps include: a. Completing a comprehensive Medical History Disclosure or Personal Health Record, either online or by telephone with a designated telemedicine Provider representative. In the event the Member fails to complete the Medical History Disclosure, the Member will not have access to the physicians associated with telemedicine Provider. Telemedicine Provider will so advise the Member when he/she calls for service; b. Agreeing to telemedicine Provider’s Informed Patient Consent and Release Form confirming an understanding that telemedicine Provider is not obligated to accept the Member as a patient, and that the Member’s participation in telemedicine Provider’s services may be cancelled at any time without recourse by the Member; and c. The Member also understands and acknowledges that the Program provides Cross- Coverage Consultations when the Member’s primary care or previously consulted physician is not available. Employee Assistance Program (“EAP”) EAP Provider will provide its Employee Assistance Program (“EAP”) Services to Customer’s eligible employees and their dependents (collectively “EAP Members”). The EAP Provider EAP Service includes the following features:

X. The Basic EAP Service: a. A 24-hour Emergency Hot Line; b. Unlimited Telephonic Critical Incident Stress Debriefing Support; c. Professional telephone evaluation for the nature and scope of employee personal problems, and referral, if needed, to appropriate professional counseling or other necessary care; this referral, which is offered by EAP Provider, may or may not be utilized by the EAP Member; d. Case management for in-patient and out-patient treatment; and e. Unlimited Telephonic Manager Consultations.

XI. Access to EAP Provider Telephonic and Web Based Support for Work/Life Services: a. Childcare: Child Care Centers, Family Child Care Homes, Nanny Agencies, Summer Camps, Babysitter Tips, Community Resources; b. Eldercare: Nursing Homes, Assisted-Living Facilities, Independent Living Facilities, Home Healthcare, Hospice, Respite Care, Geriatric Care Managers, Senior Centers, Adult Day Care Centers, Community Services and Resources; c. Legal: Family Law Issues, Real Estate, Criminal Matters, Estate Planning, Motor Vehicle, Elder Law; d. Financial: Debt Management, Budgeting, College Funding, Retirement Strategies, Life Insurance Needs; and e. Unlimited Telephonic and Web Based Consultation.

XII. REPORTING: a. Annual management report with aggregate program activity will be provided to Customer. b. More frequent and/or robust reporting is available upon request, the terms and conditions of which shall be mutually agreed to by Customer and MBS Provider.

XIII. TERMS AND CONDITIONS: a. MBS Provider will make commercially reasonable efforts to negotiate savings on behalf of Members. MBS Provider does not make any promise or guarantees regarding the outcome of such negotiations.

IN WITNESS WHEREOF, the parties hereto duly executed this Agreement of the date first written above.
COMPANY: E Health Solutions LLC dba AfriDOKTA.com
By: ___________________________________________________
John Gachago
Its: CEO

CUSTOMER:

By:
Print: ________________________________________________
Its: Authorized Representative Accept Terms and condition