Co-Development Agreement

Last Revision: April 2025

This Co-Development Partnership Agreement (this "Agreement") governs the relationship between MedMe Health Limited ("MedMe"), a corporation incorporated under the laws of Canada, and the Partner, as identified in the Quote issued by MedMe and accepted by the Partner.

By accepting the Quote, the Partner agrees to the terms of this Agreement. MedMe and the Partner are collectively referred to as the "Parties" and individually as a "Party.”

1. Purpose and Scope

‍1.1 The purpose of this Agreement is to outline the terms under which the Partner collaborates with MedMe to develop and implement custom features on MedMe’s existing platform.

1.2 The Partner will gain discounted access to the MedMe platform and may receive early or beta access to features developed as part of this partnership. Once the developed features are ready for commercial use, a separate SaaS agreement, based on MedMe’s standard terms, will govern the Partner’s continued use of the platform.

The specific deliverables, discounts, and access terms applicable to the Partner are detailed in the Quote accepted by the Partner.

2. Term and Termination

2.1 Term: This Agreement shall remain in effect for one (1) year from the Effective Date.

2.2 Termination: Either Party may terminate this Agreement after the initial term by providing sixty (60) days’ prior written notice to the other Party.

2.3 Early Termination: Either Party may terminate this Agreement prior to the end of the initial one (1)-year term by providing thirty (30) days’ written notice to the other Party only for the following reasons:

a) A material breach of this Agreement by the other Party that is not cured within thirty (30) days of receiving written notice outlining the breach;

b) Failure by either Party to meet obligations detailed in Section 6 (Obligations of the Parties) after reasonable attempts to resolve the issue;

c) A force majeure event, as outlined in Section 8.3, that prevents a Party from performing its obligations for more than sixty (60) days; or

d) Mutual agreement in writing between the Parties.

2.4 Effect of Termination: Upon termination for any reason:

a) The Partner must immediately cease use of any features, benefits, or materials provided under this Agreement that are not part of MedMe’s standard product offering governed by the SaaS agreement. This includes but is not limited to beta features, development tools, or custom implementations.

b) The Partner must return or securely destroy all Confidential Information provided by MedMe and honour confidentiality obligations as outlined in Section 4.

c) Termination of this Agreement shall apply solely to the co-development partnership outlined herein and shall not affect the Partner’s rights or obligations under any separate SaaS agreement between the Parties.

2.5 No Refunds: Termination of this Agreement does not entitle the Partner to any refund of subscription fees or any other payments already made to MedMe, except where mutually agreed upon or required by law.

2.6 Notice Requirements: All notices under this Agreement must be provided in writing and sent via email.
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- Notices to MedMe must be sent to legal@medmehealth.com, or to such other email address as MedMe may designate from time to time.
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- Notices to the Partner must be sent to the primary administrative contact identified in the Partner’s account records with MedMe or, if no such contact exists, to the Partner’s general business email address.

Notices will be deemed effective upon receipt or one (1) business day after the email is sent, provided there is no delivery failure notice. Each Party must notify the other Party in writing of any changes to its designated contact information

3. Intellectual Property (IP)

3.1 All intellectual property, including but not limited to custom features, software code, and enhancements developed during the partnership, shall remain the sole property of MedMe. The Partner acknowledges that any features developed specifically for the Partner’s requirements are part of MedMe’s platform and will remain under MedMe’s ownership.

3.2 The Partner agrees that feedback, suggestions, and ideas shared during the partnership may be used by MedMe for any purpose without further obligation or acknowledgment.
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4. Confidentiality

4.1 All discussions, shared materials, feature development plans, and any proprietary or non-public information ("Confidential Information") shared between the Parties are strictly confidential.

4.2 Both Parties agree to use Confidential Information solely for the purposes of this Agreement and to take reasonable measures to protect it.

4.3 This confidentiality obligation will remain in effect for a period of [three (3) years] following the termination of this Agreement.
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5. Partner Benefits

5.1 The Partner will receive:

- Discounted subscription fees for MedMe’s platform, as outlined in the accompanying SaaS Agreement.
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- Early or beta access to features developed during the partnership.

5.2 Discounts and access are conditional upon adherence to this Agreement and the SaaS Agreement signed between the Parties.

6. Obligations of the Parties

6.1 The specific project milestones and deliverables for co-development are detailed in Appendix A, which forms an integral part of this Agreement.

6.2 The Partner agrees to:

a) Meet with MedMe regularly, as mutually agreed, to provide guidance, feedback, and clarifications necessary to advance the development of custom features.

b) Participate actively by reviewing progress updates and delivering feedback promptly within [five (5) business days] of receiving requests.

c) Provide necessary access to data, systems, or resources required for feature development.

6.3 MedMe agrees to:

a) Share progress updates and developments with the Partner during regular meetings or as specified in Appendix A.

b) Use commercially reasonable efforts to meet the mutually agreed milestones and timelines.

c) Address feedback provided by the Partner in good faith and incorporate it into the development process when feasible.

6.4 Both Parties agree to act in good faith to ensure the success of the partnership and promptly address any issues that may arise during the collaboration.
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7. Non-Compete and Exclusivity
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7.1 The Partner agrees not to engage with, partner with, or develop platforms or services that directly replicate or compete with the specific features, solutions, or services being co-developed or commercially offered by MedMe during the term of this Agreement and for a period of [six (6) months] following its termination.

7.2 This restriction does not apply to:

a) Pharmacy operations or services unrelated to MedMe’s platform or clinical service management;

b) Technologies or platforms the Partner was already using or developing prior to entering this Agreement, as disclosed to MedMe; or

c) Third-party solutions used solely to complement MedMe’s platform.

8. General Provisions

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State, USA].

8.2 Entire Agreement: This Agreement, along with Appendix A and the SaaS agreement referenced herein, represents the entire understanding between the Parties concerning its subject matter and supersedes all prior agreements or understandings.

8.3 Assignment: The Partner may not assign or transfer this Agreement without prior written consent from MedMe.

8.4 Force Majeure: Neither Party shall be held liable for delays or failure to perform due to causes beyond their reasonable control.

8.5 Indemnification: Each Party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party ("Indemnified Party") from and against any claims, losses, damages, liabilities, or expenses (including reasonable attorney’s fees) arising out of or resulting from:

a) The Indemnifying Party’s breach of this Agreement, including but not limited to unauthorized disclosure, misuse, or negligence in handling Confidential Information as outlined in Section 4;

b) The Indemnifying Party’s infringement or misuse of the Indemnified Party’s intellectual property; or

c) The Indemnifying Party’s gross negligence, willful misconduct, or unlawful actions.

8.6 Limitation of Liability: MedMe’s total liability under this Agreement shall not exceed the total fees paid by the Partner during the term of this Agreement.

8.7 Survival: The provisions of Sections 3, 4, 7, and 8 shall survive the termination or expiration of this Agreement.

9. Acceptance
‍By accepting the Quote, the Partner agrees to the terms and conditions of this Agreement, including any documents referenced herein.