This Supplier Onboarding Agreement (“Agreement”) is made on/entered into as of [Date], by and between:

Carelencia Healthcare Pvt. Ltd., a company incorporated under the Companies Act, 2013 with its registered office at [Unit No. 143, Phase 1, Sector 38, HSIIDC IE, Rai, Distt. Sonipat, Haryana, India. 131029], operating the WEDO healthcare platform (hereinafter referred to as “WEDO” or the “Company”),

AND

[Supplier Name], a [proprietorship/partnership/private limited company], a [Manufacturer / Distributor / Rental-only Supplier] with office at [Supplier Address] (hereinafter referred to as the “Supplier”).

1. Purpose

This Agreement governs the onboarding of the Supplier to the WEDO platform and outlines the terms of engagement for the purpose of transacting, listing, selling, and/or renting medical equipment and related products/services on WEDO’s platform.

2. Supplier Type

☐ Manufacturer
☐ Distributor
☐ Rental-only Supplier

(Tick applicable option – clauses below will apply accordingly)

3. Definitions

• Manufacturer: An entity producing original medical equipment or devices compliant as per law.
• Distributor: An entity authorized to resell products on behalf of a manufacturer.
• Rental-only Supplier: An entity providing medical equipment for rent, without outright sale.
• Platform: WEDO’s digital portal (web and/or mobile app) for listing, selling, or renting medical equipment.
• Products: Goods and services listed/offered by the Supplier, including medical devices, equipment, pharmaceutical, etc. and accessories or services.
• End-User: Any/a customer purchasing or renting through the WEDO platform.

4. Supplier Obligations

General (All Suppliers)

• Provide and ensure accurate and complete product information, listings with updated pricing, specifications, certifications, warranty, and stock availability.
• No item to be listed with expiry date of less than 6 months.
• Comply with all applicable Indian laws and regulations, including but not limited to GST, FDA, CDSCO registration (if applicable), Drugs and Cosmetics Act and Medical Device Rules, 2017.
• Ensure timely dispatch and delivery of products as per service-level agreements (SLAs).
• Respond promptly to customer support requests and returns.
• Maintain service support and warranties, if applicable.

Manufacturer-Specific

• Must upload Valid BIS/CE/FDA certification or equivalent.
• Grant of manufacturing license by CDSCO/FDA.
• Must declare ownership of IP/design (if applicable).
• Must provide warranty terms and offer service support or appoint authorized agents.

Distributor-Specific

• Must provide authorization letter or distribution license stamped and signed from the OEM.
• Must disclose brands being resold and ensure product authenticity.
• Must manage inventory and after-sales service as per manufacturer’s terms.

Rental-Only Supplier-Specific

• Must declare equipment ownership or sub-leasing rights.
• Must maintain regular maintenance logs and sterilization protocols.
• Must offer customer support, repairs, and replacements during rental period.

5. WEDO's Obligations

• Provide/offer access to the platform/listing dashboard to manage listings, orders, payments and order management tools.
• Facilitate logistics integration with third-party partners (e.g., Shiprocket).
• Promote listed products as per the marketing strategy (if applicable).
• Remit/Settle payments to the Supplier based on agreed terms and cycles after deduction of WEDO's commission/fees.
• Provide analytics and visibility insights (if part of a paid plan).

6. Commission and Payment Terms

• WEDO shall charge a platform service fee per order.
• Payments to the Supplier shall be made on a bi-weekly basis on 15^th and 30^th of every month after deducting the applicable service fee and taxes.
• Payment cycle begins upon successful delivery and completion of the return period (if applicable).

Note: GST will be applicable on commissions. Delay penalties or service downtimes may impact settlement timelines.

7. Product Liability & Warranty

• All Supplier shall bear full responsibility for the quality, safety, and functionality of the products.
• Only Rental suppliers shall bear full responsibility for after sales service.
• Any claims or disputes from end-users shall be resolved by the Supplier within a reasonable period.
• Any defaults shall lead to cancellation of listing.

Manufacturers

Liable for manufacturing defects and compliance with statutory standards.

Distributors

Liable for product authenticity and acting as a conduit for warranty and support.

Rental-only Suppliers

Liable for equipment installation, working condition, hygiene, breakdowns, and timely pickup/returns.

8. Indemnification
The Supplier agrees to indemnify, defend, and hold harmless Carelencia Healthcare Pvt. Ltd. (WEDO), its directors, employees, and affiliates from any losses, damages, claims, or expenses arising from:

• Defective or non-compliant products supplied;
• Breach of legal, regulatory, or quality standards;
• Any third-party intellectual property infringement or contractual breach related to the products or services listed.

9. Compliance, Audit and Documentation

• Supplier shall maintain proper documentation and permits for all listed products.
• WEDO reserves the right to audit supplier practices to ensure compliance.

All suppliers must upload the following:

• GST Certificate
• PAN Card
• Product/Brand Authorizations (Distributors)
• Valid Whole Sale Drug License (Distributors)
• Valid Manufacturing License (Manufacturers)
• Equipment Ownership Proof (Rental-only)
• Quality/Sterilization Certifications (Rental-only)

10. Term and Termination

• This Agreement shall commence on the Effective Date and remain valid unless terminated by either party with 30 days written notice.
• WEDO may suspend or terminate this Agreement immediately upon breach of terms, non-compliance, customer complaints, fraudulent listings, counterfeit products or reputational harm caused by the Supplier.

11. Confidentiality

All platform data, pricing structures, user data, and strategy details are confidential. Each party agrees not to disclose any confidential business, technical, or financial information obtained during the course of this engagement. Breach may result in legal action.

12. Governing Law and Jurisdiction

This Agreement is/shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to and will be resolved under the exclusive jurisdiction of the courts in Sonepat.

13. Dispute Resolution and Mediation

13.1 Amicable Negotiation
In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its interpretation, breach, or termination (collectively, a “Dispute”), the Parties shall first make all reasonable efforts to resolve the Dispute amicably through good-faith discussions.

13.2 Mandatory Mediation (Three Attempts)
If the Dispute remains unresolved after direct negotiations, the Parties shall conduct three (3) separate mediation sessions before initiating any legal proceedings.

• The mediation shall be led by the legal representatives of both Parties, with the involvement of a mutually appointed independent mediator, if required.
• Mediation sessions shall be conducted at Sonipat, Haryana, or another mutually agreed location, in the English language.
• Each mediation session shall be scheduled at intervals of not more than fifteen (15) days between sessions to ensure timely resolution.
• The costs of mediation, including mediator fees, shall be shared equally by both Parties unless otherwise agreed in writing.

13.3 Condition Precedent to Litigation
No Party shall initiate any court action unless all three (3) mediation attempts have been completed in good faith and have failed to result in a binding settlement.

13.4 Jurisdiction
If the Dispute remains unresolved after the three mediation sessions, either Party may pursue remedies exclusively in the competent courts of Sonipat, Haryana, in accordance with the Governing Law clause.

14. Miscellaneous

• This agreement does not create any partnership, ownership, joint venture, employment relationship or legal liabilities.
• Relationship is independent and non-exclusive.
• Any modifications must be in writing and the agreement may be amended only if signed by both parties.

15. Non-Disclosure (Confidentiality)

15.1 The Supplier agrees to maintain the confidentiality of any proprietary or confidential information disclosed by WEDO, including but not limited to technical data, platform operations, customer data, pricing strategy, business models, trade secrets, product data, and marketing plans (“Confidential Information”).

15.2 The Supplier shall:

• Not disclose any Confidential Information to any third party without prior written consent of WEDO.
• Use such information solely for the purpose of performing obligations under this Agreement.
• Ensure that employees, agents, or subcontractors who access Confidential Information are bound by equivalent confidentiality obligations.

15.3 The obligations under this clause shall survive the termination of this Agreement for a period of three (3) years.

14.4 The following shall not be considered Confidential Information:

• Information that is publicly available without breach.
• Information rightfully obtained from a third party without restriction.
• Information independently developed without use of WEDO’s Confidential Information.

16. Non-Compete

16.1 During the term of this Agreement and for a period of twelve (12) months following termination, the Supplier agrees not to:

• Directly or indirectly develop, operate, or offer any platform, marketplace, or service that competes with WEDO in the field of online medical equipment sales or rentals within India.
• Solicit or onboard other WEDO suppliers, vendors, or end-users for any competing platform or business.

16.2 The Supplier acknowledges that this restriction is reasonable and necessary to protect the legitimate interests of WEDO, particularly given the proprietary data, operations insights, and market access offered during the onboarding relationship.

16.3 Breach of this clause will entitle WEDO to:

• Seek injunctive relief,
• Claim damages and legal costs, and/or
• Immediately terminate all business relations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above: