This Service Agreement is made and executed between: Implementing Rules and Regulations, and other issuances of
the National Privacy Commission. The Provider shall exercise at
HEALTH CUBE GREENHILLS, INC.
and hereinafter referred to as the “HC”;
- and -
HEALTH CARE PROVIDER with details signed below
WITNESSETH:
WHEREAS, HC operates a Health Cube Online Consultation
Platform, and the Parties
WHEREAS, HC has accepted the proposal of the PROVIDER;
and the parties are executing this Agreement in order to
formalize their agreement with respect to the medical practice
NOW THEREFORE, in view of the foregoing premises and in
consideration of the mutual covenants and agreements
hereinafter set forth, the Parties hereby agree as follows:
HC shall provide a platform for online consultation on a non-
exclusive basis to the Provider wherein the Provider shall render
the Medical Services for Patients
The Provider shall render the Medical Services to Patients
during the Provider Slot in accordance with Best Medical
Practices and this Agreement and Applicable Laws.
The Provider shall not render any medical services that are not
contained in the list of Medical Services of HC.
HC shall have the right to make such changes to the Medical
Services and/or the Provider Slot as it may reasonably
determine by Notice to the Provider.
The provision by the Provider of the Medical Services in the
Clinic is not on an exclusive basis and HC shall have the right to
engage the services of other Persons for rendering the same or
similar services in the Health Cube Online Platform
The Provider’s obligations, representations and warranties
under this Agreement remain unaffected notwithstanding any
receipt, review, inspection, comment, approval, acceptance,
payment or silence by or on behalf of HC under or in relation to
this Agreement
HC OBLIGATIONS
HC shall provide the platform and shall permit the Provider
online access to personal data of the patient, provided that
processing and sharing must adhere which the Provider
undertakes and ensures will be used in accordance to the data
privacy principles laid down in Republic Act No. 10173, its
least the same degree of care as it uses with its own personal
data and confidential information, but in no event less than
reasonable care, to protect the personal data from misuse and
unauthorized access or disclosure. The Provider shall Indemnify
HC for any claims, loss and/or harm by the Provider.
In order to assist the Provider in rendering the Medical Services,
HC shall make available to the Provider the Medical Records of
the Patients in its possession. All these Medical Records shall
be deemed Confidential Information of HC.
PROVIDER OBLIGATIONS
The Provider shall ensure that he shall be available online
during the Provider Slot.
If the Provider shall be unable to go online at a designated
Provider Slot, the Provider shall give prior Notice to HC at least
one (1) day before the designated Provider Clinic Slot.
If the Provider shall be late for the designated Provider Slot, the
Provider shall give prior Notice to HC at least one (1) hour
before the designated Provider Slot.
There shall be no employer-employee or contractual service
relationship between HC and the Provider.
All matters relating to the care, testing, diagnosis and treatment
of Patients shall remain the responsibility of the Provider and
HC shall not be responsible for nor have any right to make
medical judgments regarding the delivery of medical care,
testing, diagnosis and treatment by the Provider.
In the event that the Provider desires to provide new medical
procedures not forming part of the Medical Procedures, the
Provider shall provide Notice to HC. The Provider shall provide
HC with such other details and information as HC may request.
FEES
A standard online consultation fee will be set by HC. Forty
percent (40%) will be retained by HC for use of maintenance of
site, credit card fees and other expenses. This fee will be subject
to change and Providers will be advised prior to any changes.
At the end of each Remittance Cycle, HC shall pay the Provider
the Patient Fees as reflected in a Monthly Summary.
The Provider shall have a period of ten (10) days within which
to dispute the contents or validity of the Monthly Summary or
any portion or component thereof by Notice to HC, providing
therein the nature of the dispute.
 CONFIDENTIALITY
During the term of this Agreement or for a period of
five (5) years thereafter, the Provider Group shall treat
Confidential Information as confidential and
proprietary to HC. Provider shall not, without the prior
written consent from HC, copy, use or disclose HC’s
Confidential Information for any purpose.
Promptly upon written request by HC, from time to
time, the Provider shall return to HC all or any part of
the Confidential Information, in any form, as may be
specified by HC.
Either Party shall not announce or publicly disclose
any information concerning this Agreement without
the other Party’s prior written consent.
The obligations of each Party under this Clause shall
survive the termination or expiration of this
Agreement.
INDEMNIFICATION
The Provider shall Indemnify the HC Group from and
against any and all Claims which the HC Group may
hereafter incur, become responsible for, or pay out as a
result of any death or personal injury (including bodily
injury) to any person, destruction, loss or damage to
any real or personal property, contamination of or
adverse effects on the environment, and any clean up
costs in connection therewith, or any violation of
Applicable Laws or Governmental Approvals to the
extent caused by (i) the Provider Group’s performance
of this Agreement or the Provider Group’s breach of
any term or provision of this Agreement; or (ii) any
acts, errors, or omissions by the Provider Group
any Claims brought by the Provider Personnel against
HC in relation to payment for Medical Services and
other services performed in relation to this Agreement
(including Claims for unpaid wages or other
employment benefits); and
any and all Claims and Losses arising from the
employment, hiring and engagement by the Provider
of, or from the acts or omissions of, any of the
Replacement Doctors and the Provider Personnel,
including, for the avoidance of doubt, any and all
claims made by such Replacement Doctors and the
Provider Personnel that they are employees of HC, or
claims of any other nature.
HC shall Indemnify the Provider Group from and
against any and all Claims which the Provider Group
may hereafter incur, become responsible for, or pay
out as a result of any death or personal injury
(including bodily injury) to any person, destruction,
loss or damage to any real or personal property,
contamination of or adverse effects on the
environment, and any clean up costs in connection
therewith, or any violation of Applicable Laws or
Governmental Approvals to the extent caused by (i)
HC Group’s performance of this Agreement or HC
Group’s breach of any term or provision of this
Agreement; or (ii) any acts, errors, or omissions by HC
Group.
Each Indemnified Party shall promptly give Notice to
the Indemnifying Party of any Claims or proceedings
in respect of which it is entitled to be Indemnified
under this Agreement; provided, that the failure of any
Indemnified Party to give Notice shall not affect its
right to be Indemnified hereunder. Such Notice shall
be given as soon as reasonably practicable after the
relevant Indemnified Party becomes aware of such
Claim or proceeding.
No Indemnified Party shall settle or compromise any
Claim, action, suit, or proceeding in respect of which it
is entitled to be Indemnified by the Indemnifying Party
hereunder without the prior written consent of the
Indemnifying Party.
The indemnity obligations provided in this Agreement
shall be continuing indemnities and shall survive and
not be affected by termination of this Agreement or
any suspension or other cessation of the performance
of it.
DISPUTE SETTLEMENT
If any dispute, controversy, claim or difference of any
kind whatsoever shall arise between the Parties in
connection with this Agreement, including the breach,
termination or validity of this Agreement (each, a
“Dispute”), the Parties shall attempt, for the period of
thirty (30) days, reckoned from receipt by a Party of a
Notice from the other Party stating the existence of a
Dispute, to settle such Dispute in the first instance by
mutual discussions between the duly authorized
representatives of the Parties.
Any unresolved Dispute shall be referred to the proper
courts of San Juan City, to the exclusion of all other
venues.
This Agreement and the rights and obligations of the
Parties hereunder shall remain in full force and effect
pending settlement proceedings
DEFAULT AND TERMINATION
If any of the following events occur, HC or the
Provider, as applicable, shall be in default:
any Party is or becomes Bankrupt;
any Party breaches any material provision of this
Agreement;
any Party fails to pay any undisputed amount due and
payable to the other Party under this Agreement; or
with respect to the Provider, Absenteeism or
Habitually Tardy of the Provider or any Replacement
Doctor.
If any of such events of default shall have occurred,
the non-defaulting Party shall give Notice of such
default to the defaulting Party. The defaulting Party
shall have a period of thirty (30) days from receipt of
the Notice within which to cure the default. The non-
defaulting Party may, on five (5) day’s prior written
notice to the defaulting Party if the defaulting Party
failed to cure the default to terminate this Agreement.
The non-defaulting Party shall also be Indemnified by
the defaulting Party for any and all Claims arising from
the default of the defaulting Party.
This Agreement may be terminated upon mutual
agreement of the Parties.
This Agreement may be terminated by HC upon thirty
(30) days prior Notice to the Provider.
Termination of this Agreement or expiration of the
Term shall have the following effects:
all rights and obligations of the Parties hereunder shall
cease, except (i) such rights and obligations as may
have accrued prior to the date of such termination or
expiration; (ii) such rights and obligations which a
Party may have under Applicable Law; and (iii) such
rights and obligations that are expressly provided in
this Agreement to survive or whose operation
necessarily requires survival of such termination or
expiration;
MISCELLANEOUS PROVISIONS
This Agreement is to be construed and interpreted
according to the laws of the Republic of the
Philippines.
No Party shall assign or transfer this Agreement or
any of its rights, interests or obligations arising under
this Agreement without the prior written consent of
the other Par ty, such consent shall not be
unreasonably withheld or delayed in the event that the
Party who wishes to assign or transfer is assigning or
transferring to an affiliate or has demonstrated to the
reasonable satisfaction of the other Party that the
proposed assignee has adequate financial, technical
and legal ability to observe and perform the
obligations to be assigned.
This Agreement contains the entire understanding
between HC and the Provider with respect to the
subject matter hereof and supersedes all prior and
contemporaneous agreements, dealings and
negotiations. This Agreement, together with all of its
attachments and schedules, contains all covenants,
stipulations and provisions agreed by the Parties. No
waiver, modification, alteration, or amendment shall be
effective unless made in writing, dated and signed by
duly authorized representatives of both Parties.
No waiver of any breach hereof shall be held to be a
waiver of any other or subsequent breach. Any failure
by any Party to exercise, or any delay in exercising,
any of such Party’s rights shall not operate as a waiver
of that or any other right of such Party, and a defective
or partial exercise of any of such rights shall not
preclude any other, or the further exercise of that or
any other right, and no act or course of conduct or
negotiation on its part or on its behalf shall in any way
preclude it from exercising such right.
Each of the Parties is an independent Party. Nothing
in this Agreement shall be deemed to constitute a
partnership, association or trust between any of the
Parties or appoint any Party the agent of any other
Party for any purpose or cause a Party to be
responsible for the debts of another Party. Nothing in
this Agreement shall be deemed to constitute an
employer-employee relationship.
IN WITNESS WHEREOF, the Parties have caused
their duly authorized signatories to execute this
Agreement on the day and in the year first above
written.
 Signed by:

Jan Denton A. Chua, MD

President / Chief Executive Officer
Health Cube Greenhills, Inc.

Full Name of Provider and Signature

Provider Address

PRC License Number