SHAREHOLDERS AGREEMENT

BETWEEN

1. ______________________________________________________________________

(“THE COMPANY”)

AND

• _______________________________________________________________________

(“THE SHAREHOLDER”)

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, entered into by the Company and the Shareholder (Company and Shareholder collectively referred to herein as the “Parties” or individually as the “Party”).

WHEREAS:

• The Company is a telemedicine company.
• The Shareholder is a skilled and professional doctor.
• The Shareholder has indicated and warranted that they have the necessary skills, expertise, personnel, and equipment to carry out and complete the works as per this agreement.
• The Company now wishes to enter into this agreement with the Shareholder wherein the Shareholder will acquire shares in the company, carry out and complete the works.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
3. “Client” means patients;
4. “Intellectual Property” means the copyright, know-how, the trade names and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;
5. “Shareholder” / “investor” means doctors; and
6. “Works” means the telemedicine services rendered by the Shareholders for the company;

1. In this agreement, unless the context otherwise requires, any reference to:
2. the singular includes the plural and vice versa;
3. any written law consists of that law as amended or re-enacted from time to time;
4. any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;
5. a clause is to the relevant clause of this agreement;
6. any Party includes that party’s successors and assigns.
   1. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.
   1. Where the agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly.  Parties may conduct routine communications relating to the performance of this agreement by electronic mail.

• COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution until termination.

• OBLIGATIONS OF THE PARTIES

The Company

3.1 The Company shall give the shareholders/investors 5% for $50,000 investment;

3.2. The company will be in charge of funds and disbursements; and

3.3. The Company will be doing the billing for its sister company that will have outside providers.

The Shareholders

3.4. The Shareholders shall be available for 24hours a day to perform the works when needed.

3.5. The Shareholders must communicate with the company’s clients within 6 hours of booking an appointment or have doctor on call cover him/her;

• NON-SOLICITATION

The Shareholder shall not interfere with the company’s relationship with, or endeavor to entice away from the company, the company’s clients or any person who had a material business relationship with the Company in the duration of this agreement.

• NON-COMPETE

The Shareholder shall not directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within any geographic area in which the Company is then conducting such business for a period of two (2) years after termination of this agreement.

• NON-ASSIGNMENT

The shareholders shall not sell or assign their shares within 3 years of subscribing to the company.

• INTELLECTUAL PROPERTY
  • The Shareholders agrees that any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks relating to the company or operations of the Company and its Related Entities which are developed or discovered by the Shareholders, solely or jointly with others, during the subsistence of this agreement, shall be deemed to have been made within the scope of this agreement and therefore constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Company.

• DISPUTE RESOLUTION
  • If any dispute arises between the Parties related to this agreement, it shall be resolved by negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the relevant jurisdiction of the Courts.

• TERMINATION
  • Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
  • The termination of this agreement shall not discharge the liabilities accumulated by either party.
  • Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. VARIATION to the agreement

Either party may request variations to the agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing, and time for performance.  Such variations will only be effective if agreed in writing, signed by the Parties, and recorded.

1. Force Majeure
   1. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
   1. Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s sub-Shareholders or agents or employees or by a failure to observe good professional practice.
   1. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
   1. The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of or default under this agreement insofar as such inability arises from an event of Force Majeure, provided that the party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all to carry out the terms of this agreement.
   1. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such party’s inability to fulfill its obligations hereunder with a minimum of delay.  The Parties shall take all appropriate measures to minimize the consequence of any event of Force Majeure.
   1. A Party affected by an event of Force Majeure shall notify in writing the other party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
   1. Not later than fourteen (14) days after a Party, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other to agree on appropriate measures to be taken in the circumstances.

1. CONFIDENTIALITY

The Shareholders shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable. In that case, the Parties shall amend that provision in such a reasonable manner as achieves the Parties’ intention without illegality or at the parties’ discretion, it may be severed from this agreement, and the remaining provisions of this agreement shall remain in full force and effect.

1. NOTICES

The Parties select as their respective addresses the addresses (including email) set out below for all purposes arising out of or in connection with this agreement at which addresses only all processes and notices arising out of or in connection with this agreement may validly be served upon or delivered by the Parties.

THE COMPANY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE SHAREHOLDERS: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

1. CHANGE OF ADDRESS

Either party may provide changes in the above addressees by reasonable notice in writing given to the other party as aforesaid.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

1. GOVERNING LAW

The construction, validity, and performance of this agreement shall be governed in all respects by the Laws of the State of New Jersey.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.