These Terms and Conditions (hereinafter, together with all the documents annexed hereto and forming an integral part hereof, referred to as the “Health Care Provider T&C” is effective once signed by the Health Care Provider approved by One Global (hereinafter the “Effective Date”) by and between:
One Global Holding INC,
Head Office, 1810 Ironstone Drive,
Burlington, ON, L7L 5V3,
hereinafter referred to as One Global/OG.
The Service Provider/You hereinafter referred to as SP/You.
Individually referred to as a “Party” and collectively as the “Parties”,
WHEREAS, One Global is a company having diversified business interests around the globe with its offices in Kuwait, Bahrain, Jordan, Egypt, Uganda, India, Canada, and the USA, located strategically to help us serve our clients and deliver the best expertise effectively and efficiently.
The Health Care Provider provides the one to one consultation with End customers who purchased Genetic or MicroBiome Products through Og Health Application/CMS which is associated with consultation after their results are ready.
Whereas the Parties are concluding this Service Agreement with the intention to enter into a partnership to target new incremental business with End users (customers) based in Og Health’s Operating Countries (“Territory”, particular focus will be given to those end customers that are based in Territory, which can benefit from the joint capabilities and portfolio of One global and the Health Care Provider.
THEREFORE, in consideration of the mutual promises set forth below, the receipt and sufficiency of which is hereby acknowledged, One Global and the Health Care Provider agreed as follows:
“Confidential Information” means (a) information expressly or implicitly marked or disclosed as confidential; (b) information traditionally recognized as proprietary trade secrets; (c) all forms and types of financial, business, scientific, technical, economic, or engineering information including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, which may be identified with the legend “CONFIDENTIAL”; and (d) all copies thereof.
(Health Care Provider) means the Second Party hereof/the Health Care Provider.
(Supplier) means the company providing the DNA/Microbiome Test Kits and results.
(End-Users) means the Clients requesting the service through One Global’s app (Og Health).
(Person/s) shall include natural and legal persons (entities).
3. SCOPE OF COOPERATION
The purpose of this Agreement is to outline the scope and purpose of the Partnership for both Partners to have clarity on the direction of the relationship. Core principles of the agreement shall include:
3.1 The end customer and customer requirements come first, and both parties agree jointly to focus on meeting those requirements and winning and delivering the services mentioned herein and the business in a commercially acceptable way.
3.2 Both parties will build trust and work professionally, co-operatively, transparently, and openly with each other, sharing responsibilities as set out herein, so that we operate as one team.
3.3 The above goals will be accomplished by undertaking the following activities:
3.3.1 Parties may with prior agreement look at opportunities to expand media campaigns on Facebook and other social media channels.
3.3.2 In the initial phase of this agreement, the parties will identify and agree on several target accounts where the Health Care Provider relationship with its end customer will allow it, on behalf of both parties, to drive for a new and net incremental business that utilizes One Global and Health Care Provider’s capabilities.
4.ROLES AND RESPONSIBILITIES:
4.1 One Global shall be responsible for the following:
- Make ‘Og Health’ application available in the App Store and Play Store for the end-users.
- One Global decides the unit selling price of the product which includes the consultation charges.
- Collect the total fees from the end-users and do the settlement with the Health Care Provider offline.
- Arrange training sessions for Health Care Providers with Og Health suppliers.
4.2 Health Care Provider shall be responsible for the following:
- Provide the best services to One global client(s).
- Do a self-registration with necessary documents, which will be completed by document verification and approval by Og.
- Add the Profile information with necessary details (a short bio, professional photo, certification, etc.) and choose the languages offered for consultations.
- View the products in Og Health based on the country and the ‘Reports’ asscociated with each product. The consultation duration and the amount will be pre-configured by the Og admin. The Health Care Provider can select the products based on the set price and timing parameters.
- Choose to offer an Online/Offline consultation for each product.
- Health Care Provider will be Notified on the below cases:
- Will be notified when a new product is added for any new country
- Will be notified when a purchase happens with detailed information in the Dashboard (+ email).
- Will be notified when a product’s result is uploaded by the Supplier (+ email).
- Health Care Provider tasks:
- Contact the customer to arrange the consultation with the customer after getting the results.
- View/Download the results before the consultation
- Update the system with the scheduled date of consultation
- Once finished, update the CMS with a status update and the date of consultation (if any change than the scheduled)
- To provide the agreed-upon services set forth herein only through the App (Og Health)/CMS and to abstain from conducting the business directly with the Supplier or the Supplier’s employees, shareholders, executives, or any other affiliated Persons without the prior written consent of One Global.
During both the term of this Agreement and thereafter, notwithstanding termination of this Agreement, Parties agreed that:
5.1 The receiving Party will not use Proprietary Information of the disclosing Party except for the purposes expressly set forth in this Agreement
5.2 The receiving Party will not disclose Proprietary Information to others (except to its employees, consultants, agents, and potential and actual collaboration partners, and contract manufacturers, who reasonably require the same for the purposes of this Agreement and who are bound to the receiving Party by like obligations as to confidentiality) without the express written permission of the disclosing Party.
5.3 The receiving Party may disclose Proprietary Information to the extent such disclosure is reasonably required by law or judicial order; provided, however, that the Party required to make such disclosure shall seek confidential treatment of the Proprietary Information to the fullest extent possible and shall give the other Party prompt written notice thereof and opportunity to seek protective treatment of the Proprietary Information.
5.4 The confidentiality obligations in this Section (5.) shall not apply to the extent that the Proprietary Information or information created pursuant to this Agreement is a necessary or appropriate part of the information and data submitted for purposes of regulatory approval (including, but not limited to export) of the Product or the Product Procurement; provided; however, that to the extent practicable such submissions shall be made on a confidential basis. Such a regulatory disclosure shall in no way be interpreted as public disclosure.
5.5 The Parties recognize that Proprietary Information may be included in proposals to the customers in support of the Business and that such disclosures are authorized under this Agreement, so long as appropriate confidentiality protection markings are used and any other appropriate measures are taken to ensure the protection of the disclosed Proprietary Information.
5.6 The confidential and non-use obligations under Section (5.) shall extend for the term of this Agreement and five years thereafter.
5.7 Nothing in Section (5.) hereof shall be construed to prevent either Party from disclosing to affiliated companies Proprietary Information obtained from the other Party during this Agreement, provided that such Proprietary Information is used in a manner consistent with this Agreement, and further provided that said affiliated companies are bound by a like confidentiality obligation with respect to such Proprietary Information.
6. TERM AND TERMINATION
This Agreement shall become effective on the Effective Date and shall continue for an initial term of (5) years unless terminated in writing by a Party providing no less than 90 (Ninety) calendar days’ prior written notice to the other Party of its intent to terminate this Agreement.
7. INTELLECTUAL PROPERTY RIGHT
7.1 The parties acknowledge that all intellectual property, including any improvement therefrom, pertaining to One Global’s Systems, its underlying technology, the Patent application and any other national or international patent application resulting therefrom, and all other applications of the Technology, are and shall remain the entire and exclusive property of One Global and the realization of the Agreement shall not in itself confer a license or a right in favor of the Service Provider.
7.2 The provisions of this Article shall survive the termination of this Agreement.
Both Parties agree to hold harmless and indemnify each other from any and all liability, arising out of the breaching Party’s negligence, whether it be sole or in concert with others, in connection with the performance of the services described herein.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (“Dispute”) shall be governed by and construed in accordance with the laws of Canada.
10. REPRESENTATIONS AND WARRANTIES
Each Party represents that the execution, delivery, and performance by such Party to this Agreement:
10.1 has been duly authorized and are within each such Party’s authority and powers.
10.2 has been duly authorized by all necessary corporate or other action.
10.3 Do not violate or create a default under law, or such Party’s constitutional documents or any other organizational documents or any contractual provision binding on or affecting such Party.
10.4 One Global shall not be liable for the services provided by the Health Care Provider through Og Health, and such Health Care Provider shall be fully liable for the timeline specified for delivering its service, as well as any damage or loss that may occur as a result of and/or in connection with the services to be provided by him/her. Moreover, Health Care Provider shall abstain from prescribing any sort of drug/medicine to the End-User.
11. NO IMPLIED WARRANTIES
Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty, or other provision except as expressly provided in this Agreement, and any conditions, warranties, or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
If any provision of this Agreement has been determined to be invalid under any applicable law, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect.
Unless otherwise agreed to by the Parties in writing, all notices, requests, or other communications hereunder shall be in writing and shall be sent by facsimile, e-mail, receipted courier service, or shall be personally delivered to each Party at the addresses set out above. Any such notice shall be deemed to have been given at the time of delivery.
Phone : (965) 99006533
Health Care Provider:
As per the Contacts detailes filled by the Service Provider during the registration process.
Neither this Agreement nor any rights or obligations hereunder may be assigned, transferred, or novated by either party hereto without the prior written consent of the other Party which shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
During the Term of this Agreement and for a period of one (1) year thereafter, neither Party shall solicit, approach, or induce any employee of the other Party without that Party’s express prior written consent, provided that placement and advertisement of genuine employment opportunities by either Party or recruiting through a recruitment agency in the labor market shall not constitute a breach of this Section.
16. PAYMENT TERMS AND CONDITIONS
16.1 One Global shall define the consultation fees to Health Care Provider per product in the Dashboard.
16.2 Og Finance shall initiate the settlement on a monthly/weekly/daily basis after receiving confirmation from the Health Care Provider that the consultation is completed.
16.3 One Global shall settle with the Health Care Provider offline by bank transfer / cheque.
16.4 The Health Care provide shall provide official bank account for settlement.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the undersigned Parties with respect to the subject matter herein. This Agreement supersedes all prior understandings, arrangements, or agreements, whether verbal or written, between the Parties hereto not contained herein.
This Agreement shall be legally binding once signed by the Service Provider that receives the confirmation email from OG approving the details and supporting documents submitted by the Service Provider during the registration phase. Knowing that the supporting documents shall be updated before the expiry date of the same; OG’s Services and SP’s access to the CMS will be suspended once any of the licenses or regulatory approvals expire.