Privacy Policy

This Consultancy Agreement (hereinafter referred to as “Agreement”) is made and entered into at Riyadh, Saudi Arabia on this day of [●], 2025 (hereinafter “Effective Date”)    
 
BY AND BETWEEN

Company Ascpius, registered under the provisions of the applicable law of Saudi Arabia, bearing national unified number 7040459153 having its headquarter at 3756 almadina manoura 42385-6946 1, Saudi Arabia (hereinafter referred to as the “Ascpius”, which expression, unless it be repugnant to the context or meaning thereof, shall mean and include its successors in interest and permitted assigns);  

AND

[●], a citizen of [●] aged [●], s/o [●], having passport number [●] and residing at [●] (hereinafter referred to as the “Consultant”, which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include its legal heirs and representatives).  [AS1] 

OR

[●], [incorporated/ registered] under the provisions of the applicable law of [●], bearing [registration number/ national unified number] [●] and having its [headquarter/ registered office] at [●] (hereinafter referred to as the “Consultant”, which expression, unless it be repugnant to the context or meaning thereof, shall mean and include its directors, employees, contractors, and permitted assigns). [AS2] 
 
(Each of Ascpius and the Consultant shall hereinafter be referred to individually as a “Party” and collectively as “Parties”, as the context may require.)  

WHEREAS
 

1. Ascpius is engaged in the business of providing various services, including: (i) facilitate online purchase of pharmaceutical and healthcare products sold by various third party pharmacies and by Ascpius; (ii) online medical consultancy services/ educational services being offered by third party independent doctors; (iii) platform for medical job seekers (“Business”) through its marketplace website with hyperlink https://www.ascpius.com, mobile application and the like (collectively referred to as “Website”).

 

1. The Consultant is engaged in the business of providing online medical consultancy services for patients; and is willing to provide such services in relation to the business of Ascpius on the terms and conditions as mutually agreed upon in this Agreement. 

 

1. The Consultant has represented to Ascpius that it owns the requisite experience and capability to provide the consultancy services to Ascpius. Based on the above-stated representations of the Consultant, Ascpius has agreed to appoint the Consultant for the provision of the services, on the terms and conditions mentioned herein below.

 

1. Pursuant to the aforesaid, the Parties are desirous of entering into this Agreement to define the rights, duties, liabilities and obligations of each Party and to record the terms and conditions under which the Consultant shall provide the Services to Ascpius.

 
NOW THEREFORE, in consideration of the premise and of the mutual covenants, promises, assurances, and other valuable considerations, the adequacy of which is hereby acknowledged, the Parties hereby agree and declare as follows:
 

1. PROVISION OF SERVICES

 

1. 1. Ascpius hereby appoints the Consultant and the Consultant hereby accepts the appointment for providing the consultancy services as specified in Annexure 1 (hereinafter “Services”) through the Website, which shall form part and parcel of this Agreement for the Term (as defined hereinafter), unless terminated or renewed, as the case may be, by either Party in accordance with the terms and conditions contained herein, in accordance with the terms and conditions contained herein.

 

1. 1. The Consultant agrees and acknowledges that Ascpius is merely a marketplace platform which facilitates the rendering of Services by the Consultant on the Website for the benefits of the end users and, in no manner whatsoever, responsible or held liable for the act of the Consultant including wrongful advise to the end user patients and using the Website for any illegal or immoral activities.

 

1. 1. The Consultant agrees and acknowledges that it adheres policies of Ascpius related to the Services and provides its Services in the designated time slots as per work schedule under Clause 6 of this Agreement or any other timelines as mutually agreed between the Parties. 

 

1. 1. In view of the nature of the work and dynamic business environment, Ascpius may change the scope of Services to be rendered by the Consultant under this Agreement by giving a 30 (thirty) days prior written notice for the same which shall be valid and binding upon the Parties.

 

1. ACCOUNT MANAGEMENT

 

1. 1. In order to effectively provide the Services to the customer of Ascpius, through the Website, the Parties agree that the Consultant shall be required to create an account on the Website in accordance with the terms and conditions as may be specified by Ascpius from time to time. The Consultant shall promptly enable the opening of such accounts and ensure that such account opening is not unduly delayed.

 

1. 1. Ascpius shall grant the Consultant, a limited, personal, revocable, non-exclusive, non-transferable, and non-sub licensable license to access the services being offered and make use of the Website, Services, and ancillary services.

 

1. REMUNERATION AND DISBURSEMENTS

 

1. 1. Subject to the terms of this Agreement, the Consultant agrees to pay a consultancy fee to Ascpius for Service provided by the Consultant (hereinafter “Service Fee”), on the Website, in accordance with the terms as more specifically detailed in Annexure 2 of this Agreement.

 

1. 1. Unless otherwise agreed between the Parties, no other charges or fee, other than the Service Fee or charges set out hereunder, shall be payable by the Consultant to Ascpius under this Agreement. Further, payments made by Ascpius shall be subject to all statutory deductions as applicable under the applicable law.

 

1. OBLIGATIONS AND RESPONSIBILITIES OF THE CONSULTANT

 

1. 1. The Consultant shall perform its obligations and render Services under this Agreement, through the Website, in a professional manner and with due care, diligence, speed and skill, knowledge and expertise, free from third party claims as to intellectual property and in a timely manner. The Consultant agrees that Services shall be performed in a manner consistent with the level of competency and standard of care normally observed by a medical professional practicing in this profession and no less than as specified by applicable medical authorities in Saudi Arabia.

 

1. 1. During the Term of the Agreement, the Consultant shall provide proper advise, recommendation and prescription to the end users of the Website post understanding the medical condition of the end user.

 

1. 1. The Consultant shall continue to render Services, except for: (i) scheduled downtime (of which Consultant shall, to the extent practicable, schedule so as not to adversely affect Ascpius’s business); and (ii) as set forth in the Agreement and herein.

 

1. 1. The Consultant agrees and undertakes to render Services during the timelines provided by Ascpius in relation to the Services. The Consultant further agrees that any delay or deviation from the aforesaid timelines shall result in loss and/or adverse financial implications to Ascpius. In the event of failure to adhere to the timeline, as stipulated herein, by the Consultant then, notwithstanding any other right or claim available with Ascpius under the applicable law, Ascpius shall have the right to claim a liquidated damage for an amount of  [•][AS3]  (the Saudi Riyal [please mention amount in words] only), which shall be payable by the Consultant to Ascpius within 7 (seven) days from the date of written demand from Ascpius under the terms of this Agreement.

 

1. 1. The Consultant shall not either directly or indirectly provide their personal contact details to the end users on the Website and only contact them through the Website or any other manner with a prior approval of Ascpius.

 

1. 1. It is expressly agreed that the Consultant shall, in the process of rendering the Services under this Agreement, ensure at all times, transparency between the Parties. The Consultant shall provide all information, clarifications and/ or documents pertaining to the Services, including the duration of courses offered, hours of each session and the maintenance of Services, etc., being provided, that may be reasonably required by Ascpius at any time during the Term and any renewals thereof, at the earliest.

 

1. 1. The Consultant shall maintain confidentiality regarding any and all information shared by the end users on the Website during the consultation on the Website and agrees to not share it with any third party without a prior written consent of the end users to which the personal data or confidential information belongs.

 

1. 1. All employees/ personnel engaged by the Consultant in providing the Services under this Agreement be deemed to be employees of/ personnel engaged by the Consultant and they shall not, in any manner, be deemed to be employees of Ascpius or treated as engaged by Ascpius. Every such employee/ personnel shall be under the supervision and control of the Consultant. The Consultant shall be solely liable and responsible for timely payments of all dues to such employees, such as salaries, wages and other dues and Ascpius shall have no liability in this regard as well as statutory compliances. It is agreed that none of the deputed personnel shall have any claim or right of whatsoever nature against Ascpius.[AS4] 

 

1. 1. The Consultant shall, prior to the rendering of the Services through the Website during the Term, provide Ascpius with the details which shall include their personal details, knowledge acquired, field of expertise, any specialisation, etc.  [AS5] 

 

1. 1. The Consultant hereby undertakes and agrees that (i) it shall be completely liable and responsible for ensuring the performance of its obligations under this Agreement; (ii) it is in compliance and at all times, during the Term, comply with all the applicable laws; (iii) it shall procure all relevant and necessary registrations, licenses and/ or endorsements as may be required under applicable laws in relation to the performance of its obligations hereunder; (iv) it shall advise upon the requirements and ensure its complete assistance and cooperation with regard to the procurement of any relevant and necessary registrations and endorsements as may be required to be procured by Ascpius.

 

1. 1. The Consultant shall, with regard to the personnel, employees etc. deputed for the performance of the Services, ensure its compliance with all applicable employee regulations and other laws and contractual obligations applicable to it at its own risk and cost and Ascpius shall not be liable for the same in any manner whatsoever. The Consultant agrees and undertakes that it shall, at the time of raising an invoice for the Services, irrespective of whether the same has been required by Ascpius specifically, certify that it has complied with all applicable labour and other laws relevant to the provision of such Services.[AS6] 

 

1. ASCPIUS’S RESPONSIBILITIES

 

1. 1. Ascpius shall provide any and all information required by the Consultant that is necessary or incidental to the performance of the Services as contemplated in this Agreement.

 

1. 1. Where the Consultant requires a decision from Ascpius, Ascpius shall give written instructions within a reasonable time after a proper request for a decision has been submitted by the Consultant so that the Services are not delayed.

 

1. 1. Ascpius agrees that Ascpius is, in its own discretion, utilizing the Services of the Consultant, and therefore it is at liberty to decide whether or not to accept and act upon the Services as provided by the Consultant.

 

1. 1. Ascpius shall have the right to evaluate the performance of the Consultant from time-to-time. Ascpius may also share the observations of such evaluation with the Consultant based on the Services rendered and deliverables provided and the Consultant shall ensure to carry out such changes as may be necessary and to the satisfaction of Ascpius.

 

1. WORK SCHEDULE

 

1. 1. For the purpose of availing the Services of the Consultant during the Term, Ascpius shall, intimate the Consultant of the work schedule/ project work for the Consultant from time to time in writing.

 

1. 1. The Consultant shall, subject to its professional commitments and availability, within 2 (two) days from the date of receipt of written intimation from Ascpius, inform Ascpius of its availability or non-availability in writing, as the case may be for the required dates. In the event the Consultant is not available during those dates, the Consultant shall within the abovementioned period of 2 (two) days provide 2 (two) options of dates within a reasonable time frame not exceeding 7 (seven) days from the dates suggested by Ascpius. Ascpius shall, within 2 (two) days of the receipt of the communication of the 2 (two) optional dates provided by the Consultant confirm any of one the options. The Parties shall mutually discuss and agree on a schedule of dates on which the Consultant shall be available.

 

1. 1. The Consultant shall be liable or responsible for any loss or damage of any nature whatsoever that may have been caused and/ or suffered or likely to be caused and/ or suffered to/ by Ascpius on account of cancellation of any work period.

 

1. CONFIDENTIALITY

 

1. 1. The Consultant shall, at all times during the Term of this Agreement and for a period of 3 (three) years from the date of termination of the Agreement, hold all information received from Ascpius pursuant to this Agreement including without limitation all data, material, instructions, communications, the terms and conditions of business, financial information, etc. (“Confidential Information”) as strictly confidential, whether received in writing or oral form and whether or not marked as confidential. Consultant further agrees that:

 

1. 1. 1. it shall use or disclose the Confidential Information only for the purposes of this Agreement and only as permitted herein and shall not disclose (either personally or through an agent or otherwise, directly or indirectly) or allow to be used or disclosed to any person, except for the benefit of Ascpius, without written authorization of Ascpius;

 

1. 1. 1. it shall not make any copies of the Confidential Information without prior written consent of Ascpius; and

 

1. 1. 1. it shall restrict access and disclosure of Confidential Information only to such of its employees, agents, and third parties who require the information on a strictly “need to know” basis, and who have executed a written undertaking to maintain confidentiality of the Confidential Information.

 

1. 1. For the purposes of this Agreement the term “Confidential Information” shall include but shall not be limited to any information that is received by the Consultant pertaining to the business activities and/or the affairs of Ascpius (or its affiliates) including personal data of the personnel of Ascpius, competitors or present or prospective customers or client. However Confidential Information shall not include any information which (i) was publicly known and made generally available in the public domain prior to the time of receipt by the Consultant; (ii) becomes publicly known and made generally available after the receipt of the same by the Consultant through no action or inaction of the Consultant; (iii) is obtained by the Consultant from a third party without a breach of such third party’s obligations of confidentiality; (iv) is independently developed by the Consultant without use of or reference to Ascpius’s Confidential Information, as shown by documents and other competent evidence in the Consultant’s  possession; or (v) is required by law to be disclosed by the Consultant, provided that the Consultant gives Ascpius prompt written notice of such requirement prior (insofar as practicable) to such disclosure so as to enable Ascpius to seek, with the Consultant’s cooperation, to obtain an order protecting the information from public disclosure.

 

1. 1. Confidential Information shall be kept as strictly confidential, whether received in writing or oral form and whether or not marked as confidential. Consultant further agrees that:

                                                                                            

1. 1. 1. it shall use the Confidential Information only for the purposes of this Agreement and only as permitted herein;

 

1. 1. 1. it shall not make any copies of the Confidential Information without prior written consent of Ascpius; and

 

1. 1. 1. it shall restrict access and disclosure of Confidential Information only to such of its employees, agents, and third parties who require the information on a strictly “need to know” basis, and who have executed written undertaking to maintain confidentiality of the Confidential Information.

 

1. 1. All Confidential Information shall remain the exclusive property of Ascpius. Upon termination or expiry of this Agreement, all Confidential Information shall be returned by the Consultant to Ascpius or destroyed in accordance with the instructions of Ascpius and evidence of such destruction provided to Ascpius to its reasonable satisfaction. The Consultant shall thereafter not use the Confidential Information in any manner whatsoever.

 

1. 1. The Consultant agrees that the unauthorized use or disclosure of Confidential Information would cause irreparable harm and significant injury to Ascpius which would be difficult to ascertain and may not be compensable by damages alone. Ascpius will be entitled to injunctive relief to enforce the provisions of this Clause 7, in addition to damages and other available remedies.

 

1. 1. It is agreed that any breach of this Clause shall be construed as a material breach of this Agreement and Ascpius shall have the right to terminate this Agreement forthwith in case of any such breach on the part of by the Consultant.

 

1. 1. The obligations under this Clause 7 shall be binding on the Parties for the duration of the present Agreement and for a further period of 3 (three) years from the date of expiry or termination of the Agreement.

 

1. INTELLECTUAL PROPERTY RIGHTS

 

1. 1. The Consultant expressly agrees that all Intellectual Property (as defined below) created by the Consultant, during the Term, shall be a “work for hire” under the applicable law and that Ascpius will be considered the owner of such works. The Consultant agrees that all inventions that:

 

1. 1. 1. are developed using equipment, supplies, facilities or trade secrets of Ascpius;

 

1. 1. 1. result from work performed by the Consultant for Ascpius, or

 

1. 1. 1. relate to Ascpius’s business or current or anticipated research and development (together the “Assigned Inventions”),

 
will be the sole and exclusive property of Ascpius and are irrevocably globally assigned by the Consultant to Ascpius from the Effective Date in perpetuity. In any event, the Consultant hereby transfers and shall be deemed to have assigned in favour of Ascpius, in perpetuity, all rights to sublicense or transfer any and all rights assigned hereunder to third parties. The Consultant agrees to assist and cooperate with Ascpius in perfecting Ascpius’s rights in such Intellectual Property. Further, the Consultant hereby authorizes Ascpius and/or its affiliates to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of the Assigned Inventions or protection in respect of the Consultant's contribution to the Business, with the same force and effect as if executed and delivered by the Consultant.

For the purpose of this Agreement, “Intellectual Property” shall mean all rights in and in relation to all intellectual property rights subsisting in the products, etc., developed, being developed or proposed to be developed by Ascpius including all patents, patent applications, moral rights, trademarks, trade names, service marks, service names, brand names, internet domain names and sub-domains, inventions, processes, formulae, copyrights, business and product names, logos, slogans, trade secrets, industrial models, formulations, processes, designs, database rights, methodologies, computer programs (including all source codes), technical information, manufacturing, engineering and technical drawings, know-how, all pending applications for and registrations of patents, entity models, trademarks, service marks, copyrights, designs and internet domain names and subdomains and all other intellectual property or similar proprietary rights of whatever nature situated in any country and the benefit of any of the foregoing (in each case, whether registered or not, whether now or hereinafter existing and including applications for the grant or registration of any of the foregoing or rights to apply for grant or registration of any of the foregoing in any part of the world).
 

1. 1. Ascpius hereby grants, only during the subsistence of this Agreement, a limited non-exclusive, non-assignable, non-transferable personal license to use the Intellectual Property solely for the purposes of rendition of Services pursuant to this Agreement.

 

1. 1. The Consultant hereby assigns to Ascpius, on and from the Effective Date, unencumbered legal title in the work or Intellectual Property, which is not proprietary to Ascpius and which the Consultant has created: (i) during the Term of the Consultant; (ii) pursuant to this Agreement; and/or (iii) relating to the Business of Ascpius in any manner whatsoever. In the event any jurisdiction or process requires a formal assignment of any work or Intellectual Property in favour of Ascpius to the extent the same is not covered herein, the Consultant hereby undertakes to execute, without demur, any and all documents to give effect to such assignment.

 

1. 1. The Consultant represents and warrants that it will keep all Intellectual Property created by the Consultant during the Term, in strict confidence and shall use the same only for the purpose of the business and benefit of Ascpius and for no other purpose, except with the prior written consent of Ascpius.

 

1. 1. The Consultant undertakes that it shall not, either directly or indirectly, during the Term of this Agreement or anytime thereafter, (i) claim any right, title or interest in and to the Intellectual Property (or any part thereof) including by way of registering or filing applications for registration of the Intellectual Property (or any part thereof), in any country of the world; (ii) use the Intellectual Property (or any part thereof) in any manner or for any goods and services other than as expressly permitted under this Agreement; (iii) use the Intellectual Property in any manner which is likely to jeopardize or adversely affect the image or validity thereof, distinctiveness of the Intellectual Property or impair the value of the Intellectual Property and/or the goodwill associated therewith or bring the Intellectual Property or Ascpius in disrepute; and/ or (iv) challenge the validity of this Agreement, any registrations secured in respect of the Intellectual Property (or any part thereof) by Ascpius or its designees anywhere in the world and Ascpius’s exclusive ownership rights in respect of the Intellectual Property (or part thereof) and the goodwill attached thereto.

 

1. 1. The Consultant undertakes and covenants that:

 

1. 1. 1. it shall not, directly or indirectly, whether during the subsistence of this Agreement or thereafter, file any applications or obtain any registrations in respect of the Intellectual Property anywhere in the world;

 

1. 1. 1. it shall not, directly or indirectly, challenge Ascpius’s ownership of the Intellectual Property anywhere in the world;

 

1. 1. 1. it shall not, directly or indirectly, oppose or in any manner object to any application or seek cancelation of any registration, of any protection that has been obtained by or on behalf of Ascpius in respect of the Intellectual Property anywhere in the world;

 

1. 1. 1. it shall use the Intellectual Property only for the purposes and in the manner permitted under this Agreement and for no other purposes whatsoever;

 

1. 1. 1. upon expiry or termination of the Agreement, the Consultant shall immediately cease all use of the Intellectual Property and shall not utilize the same in the future in any manner whatsoever.

 

1. 1. The Consultant shall immediately inform Ascpius if it receives knowledge of any misuse or infringement of the Intellectual Property. The decision whether to initiate any action against such misuse and/or infringement shall be solely with Ascpius and the Consultant shall not take any action against such infringement or misuse without prior written consent of Ascpius.

 

1. 1. The Consultant hereby agrees to assist Ascpius, in every possible way, to secure protection of Ascpius’s Intellectual Property rights in Saudi Arabia or anywhere in the world, including but not limited to disclosure of relevant information and execution of relevant documents such as applications, oaths, affirmations and such other instruments as deemed appropriate by Ascpius. The Consultant further agrees to irrevocably designate and appoint Ascpius and its duly authorized officers and agents as agent and attorney in fact, to act for and on Consultant’s behalf and permit to execute and file any such application and to do all other lawfully permitted acts to further the assignment, prosecution, and issuance of grants thereon with the same legal force and effect as if executed by the Consultant, in the event Ascpius is unable to secure signatures of the Consultant for whatsoever reason to any lawful and necessary documents required. The Consultant hereby waives and quits claims to any and all claims of any nature whatsoever that Ascpius may now have or may hereafter have for infringement of any Intellectual Property resulting from any such application.

 

1. 1. If Ascpius is unable to secure the signature on any document necessary to apply for, prosecute, obtain, protect or enforce any of its Intellectual Property rights, the Consultant hereby irrevocably designates and appoints Ascpius (or its relevant Associate(s), as directed by Ascpius) and each of its duly authorized officers and legal representatives as the Consultant’s agents and attorneys solely for the purposes of undertaking on the Consultant's behalf all actions mentioned hereinabove with the same force and effect as if they had been undertaken by the Consultant.

 

1. 1. All intellectual property in any improvements, modifications and/or advancements made by the Consultant, including its employees and other representatives, to the Intellectual Property rights (“Improvements”) shall be exclusively owned by Ascpius. To the extent that such intellectual property in the Improvements is, under law, not owned by Ascpius, the Consultant hereby assigns, and shall ensure that it's employees and representatives so assign, all their rights, titles and interests in such intellectual property irrevocably in favour of Ascpius, in perpetuity, and for the whole of the world. The Consultant shall enter into all requisite agreements with its employees and representatives to ensure that the assignment made hereinabove is implemented fully. All intellectual property relating to the Improvements shall be deemed to be part of the defined term “Intellectual Property”.

 

1. 1. The assignment under this Clause 8 shall not cease or revert for any reason whatsoever, including if Ascpius fails to use the rights so assigned for any period of time whatsoever.

 

1. 1. The Consultant hereby undertakes to do all such acts and execute all such documents as are requested by Ascpius to perfect the assignment made hereunder and/or to register any intellectual property right in the name of Ascpius.

 

1. TERM AND TERMINATION

 

1. 1. This Agreement shall come into force and be effective from the Effective Date and shall remain valid and binding for a term of [●][AS7]  years from the Effective Date (hereinafter “Term”) unless terminated or renewed, as the case may be, in accordance with the terms and conditions contained herein.

 

1. 1. Upon the expiration of the Term, in the event of the requirement of further Services from the Consultant, the Term may be renewed for a further term as may be mutually agreed by the Parties in writing.

 

1. 1. The Parties may, at any time, for any reason whatsoever, terminate this Agreement by giving 30 (thirty) days advance written notice to the other Party.

 

1. 1. Notwithstanding anything to the contrary provided in Clause 9.3 above, Ascpius shall be entitled to immediately terminate this Agreement by providing notice to the Consultant and without any payments in lieu of notice, upon the occurrence of any of the following events:

 

1. 1. 1. a breach by the Consultant of any representations, warranties, undertakings, covenants or obligations set out in this Agreement or non-performance of the same to the satisfaction of Ascpius;

 

1. 1. 1. any kind of harassment with fellow consultants, employees, clients, patients, students, parents, or any other person using the Website or the Services therein;

 

1. 1. 1. any deviation from or not performing the Services up to the expected standards;

 

1. 1. 1. breach of ethics by the Consultant during the course of performing the Services;

 

1. 1. 1. the Consultant becomes subject to any litigation which may result in an adverse impact upon the Services being rendered under this Agreement;

 

1. 1. 1. an event of cancellation of the Services by the Consultant 2 (two) or more times in a calendar month;

 

1. 1. 1. the Consultant is prevented by any competent regulatory agency from carrying on the Services which are being carried on by it hereunder and such order is not vacated or reversed within a period of 30 (thirty) working days; or

 

1. 1. 1. failure by the Consultant to meet the performance standards as contemplated herein.

 

1. 1. In the event this Agreement is terminated prior to the expiry of the Term as a result of any act or omission on the part of the Consultant, the Consultant shall be liable to pay to Ascpius the cost of engagement of the Consultant along with adequate compensation, as notified by Ascpius, for resultant inconvenience caused to Ascpius.

 

1. 1. Effect of Termination

 

1. 1. 1. Upon the termination of this Agreement, for any reason whatsoever, the obligations of Ascpius towards the Consultant under this Agreement shall terminate except for the obligations to pay to the Consultant any compensation as specified in Annexure 2, earned and accrued till the date of termination, to the extent unpaid as on the date of termination; any payment under consultant benefit plans/ schemes required to be provided by Ascpius to the Consultant pursuant to applicable law; provided that the Consultant shall not be entitled to any other compensation, benefit or service payments from Ascpius thereafter, and provided further that Ascpius is entitled to set off or deduct any amounts due from the Consultant to Ascpius prior to making such payments. 

 

1. 1. 1. Termination of the Consultant’s appointment hereunder shall be without prejudice to any rights which have accrued to the Parties at the time of termination or to such provisions of this Agreement which by their nature are intended to survive the termination of this Agreement. 

 

1. 1. 1. The termination of the account of the Consultant on the Website and revocation of the customer’s access to their account or any files or other data contained in the account. Notwithstanding the foregoing, residual data may remain in Ascpius system.

 

1. 1. 1. The Consultant shall, at the time of termination or expiry of this Agreement, immediately return to Ascpius (and will not keep in its possession, recreate or deliver to anyone else), in good condition all the property of Ascpius, any and all devices, records, data, notes, reports, proposals, lists, correspondences, specifications, drawings, blueprints, sketches, materials, equipment, property or any Confidential Information, other material information and their copies, whether in physical or electronic form, developed by the Consultant pursuant to the Services under this Agreement with Ascpius or otherwise belonging to Ascpius, its successors or assigns.

  

1. REPRESENTATIONS AND WARRANTIES

 

1. 1. Ascpius represents, warrants and undertakes to the Consultant that:

 

1. 1. 1. it has full power and authority to enter into this Agreement and fulfill and perform its obligations contemplated in this Agreement and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;

 

1. 1. 1. it has adequate funds or can arrange adequate funds to ensure timely and complete payment of consideration in accordance with the terms of this Agreement.

 

1. 1. No representation or warranty made by Ascpius pursuant to this Agreement, and no document furnished or to be furnished by Ascpius pursuant to this Agreement, or in connection herewith or with the transactions contemplated hereby, contains or will contain any untrue or misleading statement or omits or will omit any fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading. There have been no events or transactions, or facts or information which have come to, or upon reasonable diligence, should have come to Ascpius’s attention and which have not been disclosed herein or in a schedule hereto, having a direct impact on this Agreement or the transactions contemplated hereunder.

 

1. 1. The Consultant represents, warrants, and undertakes that:

 

1. 1. 1. it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement. Further, the Consultant is competent to perform its obligations under this Agreement and is not prohibited or restricted in any manner whatsoever, under law or under contract to perform the Services pursuant hereto.

 

1. 1. 1. it has all the requisite licenses, approvals, permits and authorisations as required under the applicable law from the medical or regulatory authorities to perform the Services on the Website pursuant to the Agreement.

 

1. 1. 1. while performing the Services shall ensure that the provision of Services rendered by the Consultant on the Website does not and shall not infringe upon any third-party rights (including any intellectual property rights) or violate any laws nor shall it use any pirated or infringing software while performing the Services.

 

1. 1. 1. it has neither received any notice or threat in writing, nor are there any claims or proceedings before any court or tribunal, which could reasonably be expected to prevent the Consultant from fulfilling any of its obligations under this Agreement.

 

1. 1. 1. it shall at all times ensure that the highest standards of service and ethics are followed, be they by convention or accepted practice, whether national or international. The Consultant shall ensure full and proper compliance with all applicable rules, laws, statutes, acts and regulations as regards the Services and deliverables made thereunder.

 

1. NON-COMPETE, NON-SOLICITATION AND NON-CIRCUMVENTION

 

1. 1. Non-Compete: The Consultant agrees that during the Term of this Agreement and 3 (three) years after the Term or termination of this Agreement for any reason, whether for its own account or for the account of any third party, whether directly or indirectly as an independent contractor, director, general manager, employees, partner, agents or shareholder of any person which directly competes with the business of Ascpius, and/or any of their affiliates, except with Ascpius’s prior written consent, it shall:

 

1. 1. 1. not carry on or set up or be employed or engaged by or otherwise assist, participate or be interested in any capacity in any business which competes with or is similar to the business of Ascpius, and/or any of their affiliates or clients;

 

1. 1. 1. not engage in any business dealing with, or persuade or cause or attempt to persuade any customer/client or vendor or other person otherwise doing business with Ascpius to terminate its relationship with Ascpius or take any action that may result in the impairment of such relationship, or assist or cause or attempt to assist any competitor of Ascpius in the conduct of any business referred to in this Clause.

 

1. 1. The Consultant shall not, directly or indirectly, either by itself or in association with or through any person, in any manner whatsoever:

 

1. 1. 1. not hire, persuade or cause, or attempt to persuade any other consultant, employee, agent, director, or other contractor of Ascpius (or its affiliate) to terminate its relationship with Ascpius, or take any action that may result in the impairment of the relationship between such person and Ascpius; and

 

1. 1. 1. cause any person who supplies goods and / or services to Ascpius and / or Ascpius’s customers to cease dealing with Ascpius or to cause such Persons to deal with Ascpius on less favorable terms.

 

1. 1. The Consultant agrees and undertakes that it shall in no event, either directly or indirectly, circumvent, attempt to circumvent, avoid, by-pass or in any manner communicate or enter into any business transactions or consultation with Ascpius’s customers or end users by making use of any Confidential Information disclosed by the end users on the Website and shall not generate profits or other source of revenue from any such data / information received under this Agreement.

 

1. 1. The Consultant acknowledges and agrees that (a) the type and periods of restriction imposed in the provisions of this Clause 11 are fair and reasonable and are reasonably required in order to protect and maintain the legitimate business interests and the goodwill associated with the Business; (b) violations of this Clause 11 will cause Ascpius irreparable injury and (c) the time, scope, geographic area and other provisions of this Clause have been specifically negotiated by sophisticated commercial parties.

 

1. 1. If the Consultant does not abide by the terms of this Clause, they shall be liable to pay a non-competition compensation fee to Ascpius which shall not be less than [●][AS8] % of the revenue earned by the Consultant in the preceding [●] [AS9] months.

 

1. INDEMNITY

 

1. 1. The Consultant shall defend, indemnify and hold harmless Ascpius, its agents, affiliates, employees and representatives (“Indemnified Parties”) against all claims, demands, direct, indirect or consequential losses, causes of action, liability, costs and expenses (including legal and other costs) which are made or brought against or incurred by the Indemnified Parties, arising as a result of: (i) any breach or falsity of any representation, warranty, covenant, obligations or any act or omission of the Consultant its agents, employees, personnel, representatives or any related Parties; (ii) non-performance of its obligations under the Agreement, (iii) any technical error or glitch on the part the Consultant; (iv) any wrongful advise or consultancy rendered by the Consultant to the customers or patients on the Website; (v) unauthorised use of the Website; and (vi) any non-compliance / breach of applicable laws by the Consultant and/or personnel engaged by the Consultant.

 

1. LIMITATION OF LIABILITY

 

1. 1. In no event shall Ascpius be liable to the Consultant for any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including, without limitation to, loss of business, revenue, profits, use, data or other economic advantage) including the liability incurred to Ascpius due to any loss or damage whatsoever resulting from any acts and/ or omissions of the Consultant whether or not Ascpius has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by applicable law in the applicable jurisdiction.

 

1. 1. The Parties agree that the aggregate liability of Ascpius to the Consultant or any third party, arising from or relating to the proven breach of this Agreement including any data protection laws, shall not exceed the total amount equal to the fees/ consideration immediately preceding 3 (three) months received by the Consultant as on the date when any claim or liability arises.

 

1. 1. The foregoing limitations will survive termination of the agreement and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

 

1. AUDIT

 

1. 1. The Consultant hereby agrees and confirms that it shall, upon being given prior notice (save and except in case of audit by regulators) in writing in this regard, allow Ascpius, its authorised representative, its management, its auditors, the opportunity of inspecting, examining and auditing the Consultant’s operations, procedures, policies, business records etc., and information relevant to the compliance by the Consultant of its obligations under this Agreement and the applicable laws. The said exercise will be permitted once each calendar year subject to such persons entering into undertakings and agreements on confidentiality with the Consultant in the form provided by the Consultant. The Consultant shall be responsible for the costs of the audit.

 

1. 1. The Consultant’s obligation to comply with the provisions of this Clause and shall, in no event, be deemed contingent upon, or otherwise affected by, the aforementioned audit rights of Ascpius.[AS10] 

 

1. NOTICES

 

1. 1. Unless specifically agreed otherwise, all notices, consents, approvals, waivers and other communications in connection with this Agreement must be in writing made by an authorized person for the purposes of this Agreement and must be marked for the attention of the person identified below or, if the recipient has notified otherwise, then marked for attention in the last way notified.

 

1. 1. Notices must be delivered to:

   ASCPIUS          
Address : 3756 almadina manoura 42385-6946 1, Saudi Arabia.
Attention : [●]
Phone       : [●]  [AS11] 
Email       : official@ascpius.com.  

          CONSULTANT
Address  : [●]
Attention:  [●]
Phone     : [●]
Email      : [●]   [AS12] 
 

1. 1. Provided that the notices are received on any business day in Saudi Arabia (meaning any day excluding Saturday, Sunday and a public holiday in Saudi Arabia) they will take effect from the time they are received unless a later time is specified. If received on a non-business day in Saudi Arabia, notices will take effect from the next business day. If sent by email, they are taken to have been received on a business day in Saudi Arabia at the time shown in the email.

 

1. 1. Any aspect in this Agreement, whether pertaining to agreeing on an issue or implementation of an agreed term or otherwise, as the case may be, if required to be in writing, shall be deemed to include all forms of communication such as, letters, emails, digital messages (including sms and messaging over various mobile applications) or such other written form as prevalent in the industry.

 

1. GOVERNING LAW AND DISPUTE RESOLUTION

 

1. 1. This Agreement shall be governed by and construed in accordance with the laws of Saudi Arabia. Subject to Clause 16.2 below, courts at Riyadh, Saudi Arabia shall have exclusive jurisdiction over all disputes arising out of or in relation to this Agreement.     

 

1. 1. Any dispute, controversy or claim between the Parties hereto arising out of or in connection with this Agreement including any question regarding its existence, validity, interpretation, breach or termination, or any default of any obligation hereunder (“Dispute”) either during or after the Term, hereof, shall be settled amicably by the Parties within 15 (fifteen) days of the receipt of the notice of the existence of a Dispute. In the event any Dispute cannot be resolved within 15 (fifteen) days from notice of the Dispute, either Party may refer the Dispute to be finally settled by arbitration in accordance with the Kingdom of Saudi Arabia Royal Decree No. M/34 (concerning the approval of the law of arbitration) and the rules framed thereunder, as amended from time to time. The arbitration proceedings shall be conducted by a sole arbitrator mutually appointed by the Parties. The venue and seat of arbitration shall be Riyadh, Saudi Arabia and the arbitration proceedings shall be conducted in the English language.

  

1. FORCE MAJEURE

Neither Party shall be liable for hindrance, delay, or failure in performance of this Agreement due to fire, explosion, earthquake, flood, pandemic, epidemic, elements of nature of acts of God, acts of civil or military authority, war, acts of regulatory or governmental agencies, natural disasters or other causes wholly beyond a Party’s reasonable control (hereinafter referred to as a “Force Majeure Event”) so long as such hindrance, delay, or failure in performance could not have been prevented by reasonable precautions and the affected Party uses its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternative sources, workaround plans, or other means. The Party whose performance is prevented, hindered, or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event. 
 

1. END CUSTOMER DATABASE

 

1. 1. The customer database relating to customers acquired by Ascpius under this Agreement shall be proprietary to Ascpius. Ascpius shall alone retain all rights including all Intellectual Property rights in the customer database and no rights in or to the customer database are deemed to have been granted to the Consultant by Ascpius. To the extent the Consultant derives any rights in the customer database, it shall hold such rights in trust for Ascpius and shall do and undertake all such acts to exclusively assign such rights in the customer database to Ascpius.

 

1. 1. The Consultant further agrees that (a) the customer database shall be treated as Confidential Information of Ascpius for the purposes of this Agreement; (b) Ascpius being the owner and proprietor of the customer database shall be entitled to use, store and exploit the same in any manner as may be deem fit by Ascpius; and (c) the Consultant shall not use the customer database other than selling the products or required for law enforcement purposes and shall in no way sell, transfer or otherwise exploit the customer database without the express written consent of Ascpius.

 

1. NON-DISPARAGEMENT

 
Upon the termination or expiry of this Agreement, the Consultant shall not tarnish the reputation of or disparage the Business, Ascpius or its affiliates, their respective Consultant management, directors, shareholders, or consultants and shall not otherwise harm the goodwill or reputation of such persons in any manner. 
 

1. PRINCIPLES OF RESPONSIBILITY

The Consultant agrees to abide by the principles of responsibility of Ascpius as existing at present or as may be framed/modified by Ascpius in the future. The Consultant shall be liable to strictly follow all the laws as applicable to them or to the respective business transaction, more particularity the laws made around corruption, bribery, payment of illicit money, unfair solicitation etc. The Consultant shall be solely liable and responsible for any illegal activity done or offered to be done by him. The Consultant shall also indemnify Ascpius and each of its employees as affected for all costs, losses, damages, expenses as incurred due to and arising out of the illegal activity of the Consultant.
 

1. EQUITABLE REMEDIES

 
The Consultant hereby agrees that it would be impossible or inadequate to measure and calculate Ascpius’s damages from any breach of the covenants set forth in this Agreement. Accordingly, the Consultant agrees that if it breaches any part of this Agreement, Ascpius will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The Consultant further agrees that no bond or other security shall be required in obtaining such equitable relief and the Consultant hereby consents to the issuance of such injunction and to the ordering of specific performance.
 

1. MISCELLANEOUS

 

1. 1. Entire Agreement: This Agreement along with any other instructions, terms, conditions and policies of Ascpius to the extent applicable to the Services, contains the entire agreement between the Parties relating to the transactions contemplated by this Agreement and supersedes all previous agreements, if any, between the Parties relating to these transactions. No changes, amendments, modifications or waiver of any of the terms and conditions hereof shall be valid unless reduced to writing and signed by duly authorised representatives of both Parties hereto.

 

1. 1. Relationship: Nothing in this Agreement shall create, or shall be deemed to create, the relationship of employer and employee between Ascpius and the Consultant. The Consultant shall at all times remain an independent Consultant to Ascpius and shall not, without Ascpius’s prior written consent, give any condition or warranty or make any representation on Ascpius’s behalf or enter into any Agreement or commitment in the name of Ascpius or incur any obligation for, create any liability for, or bind Ascpius in any respect whatsoever.

 

1. 1. No Waiver: Failure by either Party to enforce at any time or for any period any one or more of the provisions, requirements, terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all provisions, requirements, terms and conditions of this Agreement.

 

1. 1. Assignment: Neither this Agreement nor any right hereunder nor interest herein may be assigned or transferred by Consultant without the express written consent of Ascpius. At the decision of Ascpius, the present Agreement could be assigned to any related parties or third parties without the approval of the Consultant.

 

1. 1. Counterparts: This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Agreement, and any Party (including any duly authorised representative of a Party) may enter into this Agreement by executing a counterpart. 

 

1. 1. Manner of electronic execution: The Parties agree that this Agreement may be executed electronically, including through electronic signatures or by acceptance through an electronic contract process through the Website. The Parties acknowledge and agree that an electronic signature, such as a typed name or a click-through acceptance on the Website, shall have the same legal effect and enforceability as a handwritten signature. The Parties further agree that any such electronic execution shall be deemed to constitute their full and complete consent to the terms and conditions of this Agreement, and that this Agreement shall be binding upon the Parties once executed electronically.

 

1. 1. Variation: Any variation of this Agreement shall not be binding on the Parties unless set out in writing, expressed to vary this Agreement, and signed by authorised representatives of each of the Parties.

 

1. 1. Severability: If any provision of this Agreement is prohibited by applicable law or any order, judgement or direction by a competent court, then that provision shall be ineffective to the extent of such prohibition. It shall be modified to conform to such applicable law, subject to the mutual satisfaction of the Parties, without invalidating the remaining provisions hereto.

 

1. 1. Without prejudice to any rights and remedies contemplated hereunder, Ascpius reserves its right to recourse to any other remedies available under applicable laws.

 

1. 1. Stamp Duty and Registration charges: The cost of stamp duty and registration charges in relation to this Agreement shall be borne by the Consultant alone.

[Signature page follows]

IN WITNESS WHEREOF the Parties have executed these presents on the day and year herein above written.
 

For and on behalf of: Company Ascpius	For and on behalf of: [please insert name of the Consultant]
____________________ Name:                 Designation:	____________________ Name: Designation:

 

ANNEXURE 1

DETAILS OF SERVICES

Subject to the terms of the Agreement, the Consultant shall undertake the following Services for Ascpius:
 

• [•][AS13] 
• any other consultancy services as may be requested by Ascpius, from time to time.

 

ANNEXURE 2

SERVICE FEE AND PAYMENT TERMS

Service Fee and commission
 

• The Consultant agrees to pay a commission of [●][AS14] % per month to Ascpius for the Services provided by the Consultant to the end users on the Website in accordance with the terms of this Agreement including as mentioned hereinbelow.

Other payment terms
 

• Ascpius shall pay the Service Fee towards undisputed invoices to the Consultant within 30 (thirty) days from the date of receiving an invoice from the Consultant.

 

• Subject to rendering of Services to the satisfaction of Ascpius, payments of all undisputed sums shall be inclusive of taxes and shall be made on a monthly basis to the Consultant.

 

• The payment of the Service Fee by Ascpius to the Consultant shall be made in Saudi Riyal ( ) in the bank account of the Consultant, the details of which are herein below:

[●][AS15]