Master services agreement

I. PARTIES AND RECITALS

This Master Services Agreement ("Agreement") is entered into as of the Effective Date between:

Service Provider

Moana Digital Health Pty Ltd (ACN 694 101 052 / ABN 41 694 101 052), a proprietary limited company duly incorporated under the Corporations Act 2001 (Cth), with its registered office at St Kilda Road, Melbourne, Victoria 3004, Australia, trading as "Moana Digital Health" ("Moana")

Client

[INSERT CLIENT FULL LEGAL NAME], a [company/government body/statutory authority] incorporated or established under the laws of [INSERT JURISDICTION], with its principal office at [INSERT ADDRESS] ("Client")

Moana and the Client are each referred to as a "Party" and together as the "Parties".

RECITALS: (A) Moana has developed and operates a cloud-based and offline-capable healthcare infrastructure platform delivering EMR/EHR functionality, clinical workflow management, and health data interoperability services. (B) The Client wishes to engage Moana to provide access to the Platform and related services for the Client's healthcare operations. (C) The Parties agree to be bound by the terms of this Agreement.

II. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this Agreement, the following terms have the meanings set out below:

Agreement

This Master Services Agreement together with all Order Forms, Schedules, and written amendments incorporated herein by reference.

APPs

The Australian Privacy Principles under Schedule 1 of the Privacy Act 1988 (Cth).

Authorised Users

Healthcare professionals, administrative staff, and other personnel approved by the Client to access the Platform.

Business Day

A day that is not a Saturday, Sunday, or public holiday in the State of Victoria, Australia (or such other jurisdiction as the applicable Order Form specifies).

Client Data

All data including Patient Data, Health Records, and PII submitted to, stored on, or processed through the Platform by the Client or its Authorised Users.

Confidential Information

All non-public information disclosed by one Party to the other that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

DPA

The Data Processing Agreement in Schedule C, forming an integral part of this Agreement.

FHIR R4

Fast Healthcare Interoperability Resources Release 4, the interoperability standard published by HL7 International.

Force Majeure Event

Any circumstance beyond a Party's reasonable control, including act of God, pandemic, war, terrorism, governmental action, cyber-attack by a third party, or infrastructure outage not within the Party's control.

Health Records

Electronic medical and health records, clinical notes, diagnostic results, prescriptions, imaging data, and all associated clinical documentation.

Implementation Plan

The written plan agreed between the Parties for deployment and onboarding, as annexed to the applicable Order Form.

Intellectual Property Rights

All patents, copyright, trade marks, trade secrets, database rights, and all other intellectual or industrial property rights, whether registered or unregistered.

Order Form

A written ordering document executed by both Parties specifying Platform modules, Fees, deployment scope, and additional terms for a specific engagement.

Patient Data

Personally identifiable information relating to identified or identifiable patients, including demographics, clinical history, and treatment records.

Platform

Moana's cloud-based and offline-capable electronic medical records and healthcare infrastructure software, including all modules, APIs, integrations, mobile applications, and documentation, as updated from time to time.

PII

Personally identifiable information as defined under applicable Privacy Laws.

Privacy Laws

The Privacy Act 1988 (Cth), the Notifiable Data Breaches scheme, the GDPR (where applicable), and all equivalent applicable national, regional, and international data protection laws.