Terms and Conditions for Seller

 This Seller Agreement is made

BY AND BETWEEN

Carenet Healthcare Services DMCC, a company incorporated and registered under the laws of Dubai having license no DMCC-500557 and its office in Dubai, United Arab Emirates (hereinafter referred to as “Carenet”) which expression, unless repugnant to the context and meaning hereof, shall mean and include its legal representatives and permitted assigns) being the Party of the FIRST PART

AND

The seller, a company incorporated under the laws of UAE having its office in the United Arab Emirates (hereinafter referred to as “Seller” which expression, unless repugnant to the context and meaning thereof, shall mean and include its legal representatives and permitted assigns) being the Party of the SECOND PART

 

Carenet and the Seller are individually referred to as “Party” and collectively as "Parties".

WHEREAS:

1. Carenet operates a web-based platform www.carenetweb.com (“Carenetweb”) for the pharmaceutical industry with an objective to connect buyers and sellers of medical consumables, devices, equipment and pharmaceutical Products such that all available types of products can be viewed in one online marketplace and ensuring cost and time-saving benefits for both parties

2. Carenet shall offer to the Seller Carenetweb to display and showcase its Products and generate leads and facilitate sales

3. The Seller has specialized manufacturing or distribution of certain Products and has the requisite resources and expertise to offer Products for sale to buyers and is desirous to register on Carenetweb as a seller and offer for sale its Products

4. The Seller acknowledges that the payment, delivery and shipment terms of the Products would be agreed upon and handled by the Seller itself and Carenet will not be involved or held responsibly

 5. In view of the above, the Parties are entering into this Agreement for the Seller to provide all product details and pricing to be uploaded on Carenetweb and to offer for sale its Products through Carenetweb, in accordance with the terms and conditions contained hereinbelow

 

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS THIS AGREEMENT WITNESSETH HEREWITH:

1.   Definitions

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Agreement.

1.1 “Agreement” shall mean this seller agreement and shall include any recitals, annexes, or exhibits that may be annexed to this agreement and any amendments made to this agreement, from time to time;

1.2  "Applicable Law" shall mean any statute, law, regulation, rule, judgment, notification, order, decree, bye-law, government approval, ministerial regulation, guideline, requirement or other governmental restriction, or any similar form of decision of or determination by or any interpretation, policy or administration, having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter;

1.3  “Authority” shall mean Ministry of Health also referred to as The Ministry of Health and Prevention (United Arab Emirates), Department of Health (United Arab Emirates) and such other health or government authorities as may be regulating the healthcare and pharmaceutical industry and sale and purchase of Products.

1.4  “Buyer(s)” shall mean any individual, group of individuals, firm, company or any other entity including but not limited to hospitals, clinics, pharmacies, medical centers, institutions, government organizations and other businesses dealing with the healthcare industry, registered on the Carenetweb and having the ability to place an Order for the Products of the Seller.

1.5  “Confidential Information” shall mean any and all information relating directly or indirectly to this Agreement, financial information, data, business records, customer lists, policies and procedures, information relating to processes, technologies, finished or unfinished products like designs, or any other collaterals developed for promotional purpose or theory, financial information trade secrets, intellectual property and all other information which may be disclosed by the disclosing party or to which the receiving party may be provided with access to, (irrespective of whether such Information registered, unregistered or otherwise patented or patentable) in connection with this Agreement or relating to the business, affairs of the disclosing parties (including information contained on any computer tapes, computer disks or any other form of electronic or magnetic media), together with all analyses, notes, compilations, studies or other documents, records or data (including information contained on any computer tapes, computer disks or any other form of electronic or magnetic media) prepared by the receiving party which contains or otherwise reflect or are generated from such information and documents

 1.6  “Effective Date” shall mean the date on which this Agreement is executed.

 1.7  "Intellectual Property Rights" shall mean all rights in intellectual property, including without limitation patents, trade, and marks, trade names, rights in designs, copyright, trade secrets owned by either Party.

1.8   “Ordershall mean filling up of a form titled order on Carenetweb by the Buyer for the purchase of Products in such quantity, price and such other terms and conditions as contained in the RFP.

1.9   “Premium Seller” shall mean the registration on a premium basis which will include seller registration and Product Listing Fee for the first 100 products. 

1.10 “Products” shall mean such pharmaceutical products, including medical consumables, devices and equipment to be offered by the Seller for sale through Carenetweb for a Price as may be mutually agreed upon by the Parties.

1.11 “Product Display Fee” shall mean the fee payable by the Seller for displaying each Product on Carenetweb on an annual basis.

1.12 “Price” shall mean the sale price of a Product inclusive of delivery charges and applicable taxes including VAT, as decided by the Seller and any on-demand delivery requests would be chargeable as per mutually agreed upon by the Seller and the Buyer.

1.13 Registration Feeshall mean the non-refundable fees payable by the Seller at the time of execution of this Agreement towards registration on Carenetweb.

1.14 “Request for Proposal (RFP)/Request for Quotation (RFQ)” shall mean the form titled RFP or RFQ that the Buyer shall submit to the Seller containing inter alia the quantity of Products it requires.

1.15 “Standard Seller” shall mean registration on a standard basis which will not include any Product Display Fee.

1.16 “Quotation” shall mean the response to an RFP or RFQ to be sent by the Seller containing the price and delivery terms of the Products and the validity of the quotation.

1.17 “Variable Fee” shall mean the payment agreed to be made by the Seller to Carenet for every sale transaction generated for the Seller through Carenetweb which shall be calculated as a percentage of the value of each sale or a fixed value mutually agreed upon by the Seller and Carenet.  

2.  Interpretations

In this Agreement, unless the context otherwise requires, the following rules apply: 

2.1  The singular includes the plural and conversely and a gender includes all genders

2.2  If a word or phrase is defined, its other grammatical forms have a corresponding meaning

2.3  A reference to a Clause or Annexure is a reference to a Clause of or an Annexure to this Agreement

2.4  Reference to this Agreement or any other agreement, deed or other instrument or document shall be construed as a reference to such agreement, deed or other instrument or document as the same may from time to time be amended, varied, supplemented or novated.

2.5  A reference to a Party to this Agreement includes the Party's Affiliates, successors (including legal heirs) and permitted assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto

2.6  A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it

2.7  A reference to the word "include" or "including" shall be construed without limitation

2.8  A reference to conduct includes an act, omission, statement or undertaking, whether or not in writing

2.9  A reference to writing includes facsimile transmission and any means of reproducing words in a tangible and permanently visible form

2.10  The headings in this Agreement are for convenience only and shall not affect its interpretation

2.11  Where there is any inconsistency between the definitions set out in this Clause and the definitions set out in any Clause or Schedule, then for the purposes of construing such Clause or Schedule, the definitions set out in such Clause or Schedule shall prevail 

3. Scope of Engagement

3.1  The Seller agrees to register itself as a Seller on Carenetweb to display its Products and offer for sale to all Buyers of Carenet subject to the terms and conditions contained in this Agreement

3.2   Carenet agrees to provide to the Seller unrestricted access, if such unrestricted access is provided on the plan selected by the Seller, to Carenetweb, as an online web platform for the Seller to display its Products and generate leads for the purpose of facilitating sale transactions and increasing its brand value, image and reputation

3.3  The Seller acknowledges that by being on Carenetweb it would have a much wider reach of Buyers and will be able to benefit from untapped Buyers

3.4   The Buyers will have unrestricted access to browse Carenetweb. If the Buyer is satisfied with the Products and wishes to place an Order, the Buyer will raise an RFP of its requirements. Such an RFP shall be forwarded by Carenet to the Seller on an immediate basis. Upon the receipt of such RFP, the Seller agrees to provide Carenet with a Quotation which will be forwarded to the Buyer by Carenet. Based on the Quotation, the Buyer will place a firm Order through Carenetweb which will then be forwarded to the Seller. The Seller agrees to fulfil all Orders received through Carenetweb in a timely manner and the Seller shall agree to the terms of payment and delivery with the Buyer directly

3.5   The Seller agrees that Carenet will not be responsible for coordinating the actual delivery of the Products or payment from the Buyers

3.6   The Seller acknowledges that Carenetweb would have several suppliers and sellers of similar or identical products and neither Carenet nor any of the sellers would be able to control the browsing preference of Buyers, or influence or alter the experience of the Buyers in any way, and all products of a certain category would have consistent and equal display space

4.  Consideration

4.1  The Seller agrees to pay the Registration Fee at the time of execution of this Agreement and the Product Listing Fee at the time of listing of Products and each time a new product is to be listed

4.2  The Seller acknowledges that there are two types of registration available on Carenetweb. The Seller is free to choose to register as a Premium Seller or a Standrad Seller. The Seller agrees that as a Premium Seller, it will have to pay a Product Listing Fee for the 101st Product onwards listed on Carenetweb. However, as a Standard Seller, every Product listing would be chargeable

4.3  In addition to the Registration fee and the Product Listing Fee, the Seller agrees to pay a Variable Fee of such amount, as may be decided by Carenet, from time to time on each sale transaction. Such a Variable Fee shall be payable on a monthly basis

4.4  Carenet shall be under no obligation to coordinate or ensure recovery of Price from Buyers as the entire payment transaction and all other delivery of the Products would be handled directly between the Buyers and the Seller

4.5  The Seller agrees that in the event any Order is rejected due to damaged or deficient Products claim or any other issue including but not limited to expiry date, quality, description mismatch, the Seller shall directly be responsible to resolve the problem to the satisfaction of the Buyer. In the event the issue is not resolved within a period of 30 days despite best efforts of the Seller and the Buyer, Carenet can be approached and Carenet at their discretion will make good faith efforts to intervene and resolve the dispute. However, the Seller clearly understands that Carenet shall be under no obligation to reimburse any payment to the Buyer or take responsibility for any of the RFP, Order or Quotation transmitted by it

4.6  In the event an Order place cannot be fulfilled for any reason whatsoever, the Seller shall be liable to bear all the cost and claims, if any, initiated against Carenet.

4.7  The Seller acknowledges that Carenetweb and transmission of Orders, RFP and Quotation shall also be governed in addition to this Agreement by the terms and conditions of Carenetweb.

5.  Obligations of the Seller

The Seller hereby agrees and undertakes to the following:

5.1  The Seller shall upload accurate and complete description, images, disclaimer, delivery timelines (provided during the RFP process and upon confirmation of an Order), price and such other details of all Products to be listed and offered for sale through Carenetweb;

5.2  The Seller shall ensure not to upload any description, image, text or graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of Intellectual Property Rights of any third party;

5.3  The Seller shall provide all required information and details about the Products to enable the Buyers to make an informed decision;

5.4  The Seller shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the Products offered for sale through Carenetweb;

5.5  The Seller shall ensure that the Seller and its representatives will have access to the internet and its email accounts at all times, to check the status of Orders and other communication from Carenetweb and respond within a period of 48 business hours to all enquiries and requests,

5.6  On receipt of a confirmed Order, the Seller shall agree to the delivery terms with the Buyers and ensure adherence to the agreed delivery terms;

5.7  For all Orders of Products placed through Carenetweb, the Seller shall submit proof of dispatch to the Carenet in a timely manner. The Seller also agrees to calculate and pay the Variable fee in a timely manner;

5.8  The Seller shall ensure that the Products delivered are in consonance with the Quotation and Order placed and in the event of any dispute or problem, the Seller shall be solely responsible for redressal of the issue within seven (7) days including replacement of the Products if required;

5.9  The Seller shall not send any of its promotional or any other information with the Products ordered by the Buyers and shall ensure that no material or literature is sent which may be detrimental to the business or commercial interests of Carenet;

5.10 The Seller shall raise invoices in the name of the Buyers in consonance with the Quotation provided and shall not indulge in any unfair trade practices;

5.11 The Seller shall not offer any Products for sale on Carenetweb, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under Applicable Law.

5.12 The Seller shall ensure that they all required registration and approvals required for selling of Products are in place and that the Seller shall ensure the validity of such approvals and permissions. In the event, any such registration or approval is withdrawn it will be the sole liability of the Seller to intimate Carenet and withdraw such Product listing and cancel any outstanding Orders;

5.13 The Seller shall pass on the legal title, rights, and ownership in the Products sold to the Buyer. That the Seller shall provide all completed transaction details to Carenet for record keeping and reconciliation

5.14 The Seller shall be solely responsible for any dispute that may be raised by the Buyers relating to the Products, and any related services provided by the Seller

5.15 The Seller shall at all times protect and promote the interests of the Carenet and ensure that there is no conflict of interest situation including transacting with Buyers outside of Carenetweb or fulfilling orders raised through Carenetweb outside without intimation and misstating the value and level of sale transactions

5.16 The Seller shall always ensure that no third parties rights are impugned or infringed including intellectual property rights of third parties. Any claims by third parties shall be to the account of the Seller.

5.17 The Seller shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights.

5.18 The Seller shall provide Carenet with copies of any document required by Carenet for the purposes of the performance of its obligations under the Agreement 

5.19 The Seller undertakes the following:

  1. To provide Carenetweb, on request, an updated copy of the Seller’s trade license, VAT certificate, and any other documents as may be requested by Carenet;
  2. To provide the required warranties and maintenance for the purchased Products in accordance with market practices and Applicable Law;
  3. To remain responsible for after-sales services, guarantees, warranties, maintenance and any defects that may arise for or in respect of the Products, including where required in accordance with Applicable Law (which the Seller may ask Carenet to provide on the Seller’s behalf);
  4. Cancel any sale of the Seller’s Products through Carenetweb as permitted pursuant to guidelines and policies issued by Carenet and in force at the time of the applicable order or as may be required under the terms of this Agreement;
  5. To include an order-specific packing slip, and if applicable, any tax invoices, within each shipment of the Products;
  6. Except as expressly permitted under this Agreement, the Seller undertakes not to contact Buyers directly to (whether by telephone, email or any other communication method) confirm orders or fulfilment of the Products or for any other reason, to circumvent Carenetweb.

  

6.  Warranties, Representations of the Parties

The Seller and Carenet hereby warrants and represents that:

6.1  Each Party has the right and full authority to enter into this Agreement

6.2  All of the obligations of each Party under this Agreement are legal, valid and binding obligations enforceable under Applicable Law

6.3  There are no proceedings pending, which may have a material adverse effect on either Party’s Seller’s ability to perform and meet its obligations under this Agreement;

6.4  Each Party is an authorized business establishment and holds all the requisite permissions, and approvals to conduct their business.

6.5  There is nothing in the memorandum of association or any other constitutional /formation or other document entered into by a Party which would restrict or limit its ability to enter this the Agreement.

6.6  The Seller shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of offering for sale Products including but not limited to Intellectual Property Rights and necessary permissions and registrations from Authorities.

6.6  The Seller confirms that they have paid and discharged all their obligations towards the statutory Authorities.

6.7  The Seller owns or be the duly authorized licensee of all the Intellectual Property Rights with respect to the Products to be listed on Carenetweb and the Seller shall not use or replicate on Carenetweb any intellectual property without the prior written consent of the original owner of the said intellectual property rights.

6.8  The Seller shall only offer for sale Products on Carenetweb which are authentic and shall not offer for sale and advertise on Carenetweb any copyrighted or trademarked Products without the prior written consent of the original owner of such Products. In the event any Products without requisite trademark authorization are offered by the Seller, the Seller shall take full responsibility for any costs, claims or consequences arising therefrom.

7.  Intellectual Property Rights

7.1  The Seller hereby grants a limited license in favour of Carenet to use its Intellectual Property solely in connection with this Agreement for listing the Products on Carenetweb and that the same shall not constitute an infringement to the Intellectual Property Rights of the Seller.

7.2  The Seller hereby agrees that when a detail item page is created, it becomes a permanent artifact in Carenetweb’s catalogue and it shall remain the catalogue event after the Seller’s offer/Products shall no longer be available. The Seller further agrees that when the Seller’s Products are submitted to Carenetweb’s catalogue, regardless of whether the Seller is the original copyright owner of such images and text, the Seller hereby grants Carenet and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right to exercise all rights of publicity over the material.

7.3  Each Party agrees to immediately notify the other Party of any potential threat or actual infringement of or challenge to other Party's use of any Intellectual Property or claim by any person of any rights in any Intellectual Property. 

7.4  Each Party agrees and acknowledges that it shall not during the term of this Agreement or thereafter challenge the title, interest or right of other Party' s right in its Intellectual Property and shall not cause to do anything that may dilute the right or title of other Party' s right in its Intellectual Property Rights.

7.5  The Parties agree that breach of this Clause by either Party shall constitute a material breach of this Agreement.

 

8.  Carenet reserves the right

8.1  The Seller agrees and acknowledges that Carenet at all times during the continuance of the Agreement shall have the right to remove, block, delete any text, graphic, image(s) uploaded on Carenetweb by the Seller without any prior intimation to the Seller in the event the said text, image, graphic is found to be in violation of law or any of the terms of this Agreement. Carenet reserves the right herein without any prior intimation or liability to the Seller.

8.2  If at any time Carenet believes that the Seller is in violation of Clause 6.8 of the Agreement, including where Carenet believes that the Seller has advertised and offered for sale counterfeit Products which are illegally replicated, reproduced or manufactured, the Product(s) shall be removed immediately from Carenetweb and the Seller shall be subject to be being permanently banned and removed from Carenetweb. Under this Clause 8.2, Carenet also reserves the right to withhold any funds owned to the Seller and pursue legal action against the Seller.

8.3  Carenet reserves the right to provide and display appropriate disclaimers and terms of use on Carenetweb.

8.4  Carenet hereby reserves the right to promote, advertise and publicize all the products listed on Carenetweb, which may therein include the Products and the Seller hereby grants Carenet the right to promote the Products. 

8.5  If at any time Carenet believes that Carenetweb is being utilized by the Seller, in contravention of the terms and provisions of this Agreement, Carenet shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to the Seller without liability to refund any charges including Registration or Product Listing Fee to forthwith remove, block or close any contents of the Seller on Carenetweb.

8.6  Carenet reserves the right to change the terms of Carenetweb at any time in its sole discretion. Any such changes will be effective upon the earlier of: posting of the revised terms on Carenetweb and/or by notifying the Seller (by email or through the Seller account), without any further notice to the Seller. The Seller agrees to be responsible for reviewing any such applicable changes to Carenetweb.

9.  Indemnity

9.1  The Seller indemnifies and keep indemnified and hold harmless Carenet, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise, howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any Intellectual Property rights or any other rights of any third party or of law, or claims arising out of Product quality, quantity, price, breach of any of the terms of the Agreement.

9.2  The Seller agrees to make the payment of all amounts due to Carenet within a period of seven (7) days from raising of demand by Carenet.

9.3  This indemnity clause shall survive the termination or expiration of this Agreement.

 

10.  Limitation of Liability

 

10.1  Based on the representations of the Seller having  the ability to offer for sale its Products, Carenet has registered and listed the Products on Carenetweb. This representation is the essence of this Agreement.

10.2  The Seller agrees and acknowledges that Carenet shall under no circumstances be liable or responsible for any loss, injury or damage to the Seller, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing, violating any laws, regulations  or Intellectual Property rights of any third party.

10.3  The Seller shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through Carenetweb (including but not limited to quality, quantity, and price) and shall hold the Carenet harmless and indemnified against all such claims and damages.

10.4  Carnet shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Seller or any of its representatives.

10.5  The Seller hereby agrees, confirms and acknowledges that the Product is owned by the Seller and that the Carenet is merely a facilitator for sale of the  Products and Carenet shall not be responsible or liable for the Product, its design, its function, and condition, and selling and financial obligations, warranties, guarantees whatsoever.

10.6  The limitation of liability clauses mentioned under the Carenetweb terms and conditions shall also be applicable to transactions under the Agreement.

10.7  Under no circumstances, except in case of breach of contract, will Carenet be liable to the Seller for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Seller has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.

 

11.  Term, Termination, and effects of Termination

 

11.1  The term of this Agreement shall commence on the Effective Date and shall continue for a period of three years unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the Parties hereto in writing to this effect.

11.2  The Agreement may be terminated by the Carenet in the event:

11.3  The Seller fails to make payment of any of the fee required to be paid to Carenet. 

11.4  The Seller commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within seven (7) days after written notice is given by the Carenet.

 11.5  If a petition for insolvency is filed against the Seller and the same is not dismissed within a period of fourteen (14) days.

 11.6  If the Seller infringes the Intellectual Property Rights of a third party.

11.7   The Agreement may be terminated by either Party for convenience after giving thirty (30 days) notice and no notice would be required to be given upon occurrence of any of the termination events mentioned in clause 11.2 above.

11.8   In the event of termination of this Agreement, Carenet shall remove the links and Products of the Seller and shall discontinue listing of the Products of the Seller on Carenetweb with immediate effect. Carenet shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Seller by virtue of termination of the Agreement.

11.9  During the period under notice, both Parties shall be bound to perform their respective obligations under the Agreement and this sub-clause shall survive the termination of this Agreement.

12.  Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement, which cannot be resolved within thirty (30) days by mutual consent of the Parties, shall be finally resolved by binding arbitration in accordance with the institutional rules of DIAC Arbitration in force on the effective date and  he Agreement and all related business transactions shall be governed by the substantive laws of UAE. The seat of the arbitration shall be Dubai. The language of the arbitration shall be English. The number of arbitrators shall be one (1); The appointment of the sole arbitrator shall be in accordance with the DIAC rules;

13.  Governing law

The obligations, performance, interpretation, and contents shall be governed by UAE laws

14.  Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out in the Agreement.

15. Entire Agreement 

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements, and understandings (whether written or oral) between the Parties with respect to its subject matter.

16.  Assignment and Delegation 

Neither this Agreement nor any part of it is assignable, delegable, transferable, sub-licensable, sub-contractable or conveyable by Seller, either by operation of law or otherwise, without the express, prior, written consent of Carenet signed by an authorized representative of such Party. Any assignment or delegation without the consent of the Carenet signed by an authorized representative of Carenet shall be null and void.

17.  Confidentiality

17.1  The Seller agrees and undertakes to maintain the confidentiality of the information and the Buyer(s) data disclosed, generated or made available to Seller under this Agreement.

17.2  The Confidential Information shall not be used by the Seller for any purpose other than for the performance of its obligations under this Agreement. The Seller agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Seller agrees that Carenet shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Carenet shall have the right to pursue any other rights or remedies available at law or equity for such a breach.

17.3  The Parties shall use their best efforts to keep the information confidential. Without the prior written consent of the Party owning the information, the Parties undertake not to disclose to any third party any of the other party's confidential and proprietary information. The obligations of confidentiality shall not apply to any information that was obtained or developed independently by the Party desiring to disclose it; or was known to the Party prior to its disclosure by the disclosing Party; or has become generally available to the public (other than by virtue of disclosure by the receiving Party); or may be required to be submitted with any Government Authority; or may be required in response to any summon s or subpoena or in connection with any litigation; or may be required to comply with any Law, order, regulation or ruling applicable to any Party hereto.

17.4  Provided that prior to any disclosure in respect of a request to disclose Confidential Information under this clause, the disclosing Party must first notify the Party owning such Confidential Information, who shall then have the opportunity to respond to and/or dispute such request or seek an appropriate protective order for its confidential information.

17.5  This Confidentiality clause (17) shall survive the termination of this Agreement.

18.  Relationship of Parties

18.1  Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. Carenet shall not be responsible for the acts or omissions of the Seller, and Seller shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of Carenet.

19.  Waiver and Amendment

19.1  No waiver of any breach of any provision of this Agreement or failure to act on a particular instance constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.

19.2  Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

20.  Force Majeure

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, Government Regulations, delays in obtaining licenses or rejection of applications under  law , failure of telephone connections or power failure, fire or floods.