PHASE 1 IT SERVICES AGREEMENT — Website Design & Development — Trade Room Module

This Phase 1 IT Services Agreement (hereinafter referred to as the "Agreement") is made and effective on 24 March 2026 (the "Effective Date"),

1. DEFINITIONS

In this Agreement, the following terms shall have the meanings ascribed to them below:

"Agreement" means this Phase 1 IT Services Agreement, together with the Quotation (Ref: 243-02, dated 24 March 2026) and any written schedules or addenda agreed between the Parties.

"AHSN" means African Healthcare Supply Network (Pty) Ltd, a company incorporated in South Africa, acting as the Client and the protected party under this Agreement.

"Incorve" means Incorve Solutions Limited, a company incorporated in Kenya, acting as the Service Provider.

"Deliverables" means all outputs, works, and materials produced by Incorve under this Agreement, including the website design and the Trade Room Module.

"Milestone" means each discrete phase or deliverable set out in the Quotation, completion of which is subject to AHSN's written sign-off.

"Confidential Information" means all non-public information disclosed by AHSN to Incorve in connection with this Agreement, including business data, member records, technical specifications, and financial information.

"Intellectual Property" or "IP" means all patents, copyrights, trade marks, designs, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, arising anywhere in the world.

"Warranty Period" means ninety (90) days from the date of AHSN's written sign-off on the relevant Milestone.

2. SCOPE OF WORK

Incorve shall design and develop a website including the Trade Room Module for AHSN in accordance with the functional specification agreed in writing between the Parties and the Quotation (Ref: 243-02).

Incorve bears the burden of proof to demonstrate timely and satisfactory delivery of each Milestone. Delivery of any Milestone shall not be deemed complete unless and until AHSN has issued written sign-off confirming satisfactory completion of that Milestone.

Incorve shall provide all resources, expertise, and personnel necessary to fulfil its obligations under this Agreement. Any changes to the Scope of Work must be agreed in writing by both Parties before implementation.

3. TIMELINE

Time is of the essence in respect of all of Incorve's obligations under this Agreement. Incorve shall complete each Milestone by the date agreed in writing between the Parties.

Any delay in delivery caused by Incorve (including delays attributable to Incorve's subcontractors or personnel) shall entitle AHSN to a pro-rata reduction in the applicable Milestone payment, calculated by reference to the number of days of delay as a proportion of the total agreed timeline for that Milestone.

AHSN shall not be liable in respect of any delay caused by Incorve's failure to comply with the agreed timeline.

4. PAYMENT TERMS

The total contract value is USD 1,200.00 (inclusive of 16% VAT), payable in tranches as set out in the Quotation (Ref: 243-02, dated 24 March 2026).

AHSN's obligation to pay each tranche is strictly conditional upon AHSN's written confirmation of satisfactory completion of the corresponding Milestone. No payment tranche shall become due or payable unless and until AHSN issues such written confirmation.

AHSN may, at its sole discretion, withhold or offset any payment otherwise due to Incorve against any undisputed amounts owed by Incorve to AHSN under this Agreement or otherwise.

If an approved invoice remains unpaid for more than thirty (30) days from the date of AHSN's written confirmation of Milestone completion, a late payment fee of 1.5% per month on the outstanding balance may apply, subject at all times to AHSN's rights of offset and withholding set out in this clause.

5. INTELLECTUAL PROPERTY

All Intellectual Property created, developed, or arising in connection with the Deliverables or the performance of this Agreement vests in AHSN immediately upon creation, as a present and automatic assignment. No further act, formality, or payment is required to perfect AHSN's ownership.

Incorve hereby irrevocably assigns and transfers to AHSN, with full title guarantee, all right, title, and interest in and to all IP in the Deliverables, including all moral rights to the extent waivable or assignable under applicable law. This assignment takes effect at the moment of creation of each work or element thereof.

Incorve shall, at its own cost and expense, promptly execute any further documents, instruments, or assignments, and take all further actions, as AHSN may from time to time require to perfect, record, protect, or enforce AHSN's ownership of the IP in any jurisdiction.

Incorve shall not use the Deliverables, AHSN's name, logo, or any description of the services performed under this Agreement in any portfolio, marketing material, case study, social media post, or public communication without AHSN's prior express written approval in each instance, which approval AHSN may withhold at its absolute discretion.

6. CONFIDENTIALITY

Incorve acknowledges that in performing this Agreement it will receive and have access to AHSN's Confidential Information. Incorve shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without AHSN's prior written consent.

Incorve's confidentiality obligations are stricter than standard mutual obligations: Incorve may not rely on any carve-out or exception based on information being "already known" to Incorve where such knowledge was acquired in the course of, or in connection with, this engagement or AHSN's affairs.

AHSN's data, including member records and related information, may only be accessed, processed, and used by Incorve for the sole purpose of performing its obligations under this Agreement. Upon termination or expiry of this Agreement (or earlier upon AHSN's written request), Incorve shall promptly delete or return all such data and provide AHSN with written certification of such deletion or return.

Incorve's obligations under this clause shall survive the termination or expiry of this Agreement for a period of five (5) years.

AHSN's confidentiality obligations, to the extent they apply, shall survive termination for a period of two (2) years and shall be subject to standard reasonable-use carve-outs.

The only exceptions to Incorve's confidentiality obligations are: (a) disclosure required by applicable law or a valid court order, provided Incorve gives AHSN prompt prior written notice and cooperates with AHSN in seeking a protective order or equivalent relief; and (b) information that enters the public domain through no act or omission of Incorve.

7. WARRANTIES AND INDEMNITY

Incorve warrants to AHSN that:

(a) it has the full right, power, and authority to enter into and perform this Agreement and to grant the IP rights set out herein;

(b) the Deliverables will be designed and developed in a professional and workmanlike manner, in accordance with the functional specification agreed in writing between the Parties;

(c) the Deliverables will conform to the agreed functional specification and be free from material defects for the Warranty Period of ninety (90) days from AHSN's written sign-off on each Milestone;

(d) Incorve will, at its own cost, remedy any defect, error, or non-conformity in the Deliverables notified by AHSN within the Warranty Period, within fourteen (14) days of notification; and

(e) the Deliverables shall not infringe any third-party Intellectual Property rights.

Incorve shall indemnify, defend, and hold harmless AHSN and its officers, directors, employees, members, and agents from and against any and all claims, losses, damages, liabilities, penalties, and costs (including reasonable legal fees) arising from or relating to: (i) any breach of Incorve's warranties under this Agreement; (ii) any third-party claim that the Deliverables infringe any Intellectual Property rights; (iii) any negligence or wilful misconduct of Incorve or its personnel; or (iv) any breach of Incorve's confidentiality obligations.

8. LIMITATION OF LIABILITY

Incorve's aggregate liability to AHSN under or in connection with this Agreement (whether in contract, delict/tort, or otherwise) shall not exceed the total contract value of USD 1,200.00, except as provided in this clause.

The liability cap set out in this clause applies only to Incorve. AHSN's liability under this Agreement is not subject to any equivalent cap or limitation.

Notwithstanding the cap above, Incorve shall have unlimited liability to AHSN for:

(a) any breach of clause 5 (Intellectual Property), including any IP infringement claims arising from the Deliverables;

(b) any breach of clause 6 (Confidentiality), including any data breach involving AHSN's member data or other Confidential Information; and

(c) any fraud, wilful misconduct, or gross negligence by Incorve or its personnel.

Neither Party shall be liable for indirect, special, or consequential losses or loss of profits; provided that this exclusion does not limit AHSN's right to recover such losses where they arise from Incorve's breach of confidentiality, IP infringement, wilful misconduct, or fraud.

9. TERMINATION

AHSN may terminate this Agreement for any reason, or for no reason, upon five (5) days' written notice to Incorve. Upon such termination, AHSN shall pay Incorve only for work satisfactorily completed and expressly accepted in writing by AHSN prior to the effective date of termination.

Either Party may terminate this Agreement upon fourteen (14) days' written notice to the other Party if the other Party commits a material breach and fails to remedy that breach within the notice period. Where AHSN terminates for Incorve's material breach, Incorve shall refund all advance payments made by AHSN for work not yet satisfactorily delivered within seven (7) days of the effective date of termination.

AHSN may terminate this Agreement immediately upon written notice, without any notice or cure period, if: (a) Incorve becomes insolvent, is placed in liquidation, administration, or business rescue, makes an assignment for the benefit of creditors, or ceases to carry on its business; or (b) there is a change of control of Incorve (whether by share transfer, merger, acquisition, or otherwise) without AHSN's prior written consent.

Upon termination for any reason: (i) Incorve shall immediately cease work and deliver to AHSN all work in progress, data, materials, and property belonging to AHSN; (ii) all IP in the Deliverables, whether complete or incomplete, shall remain vested in or transfer to AHSN; and (iii) clauses 5, 6, 7, 8, and 11 shall survive termination.

10. FORCE MAJEURE

Neither Party shall be liable to the other for any failure or delay in performance resulting from events beyond that Party's reasonable control and not caused by its fault or negligence ("Force Majeure Event"), provided the affected Party gives prompt written notice to the other Party.

Notwithstanding the foregoing, a Force Majeure Event shall not excuse Incorve's obligation to deliver or return any work already paid for by AHSN. Any advance payments made by AHSN for Deliverables not yet delivered at the time a Force Majeure Event arises shall remain immediately refundable upon AHSN's request.

If a Force Majeure Event affecting Incorve's performance persists for more than fifteen (15) consecutive days, AHSN may elect to terminate this Agreement by written notice, and Incorve shall refund all advance payments for undelivered work within fourteen (14) days of receipt of such termination notice.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Kenya. Where South African law is applicable to any provision hereof (including by reason of AHSN's domicile in South Africa), such provisions shall be interpreted consistently with South African law.

AHSN may, at its sole and absolute discretion, elect to bring any proceedings arising from or in connection with this Agreement in either the courts of Kenya or the courts of South Africa. Incorve irrevocably submits to the non-exclusive jurisdiction of both courts for this purpose.

Prior to commencing formal proceedings, the Parties shall attempt to resolve any dispute through good-faith negotiation for a period of fourteen (14) days from the date of written notice of the dispute. If the dispute is not resolved within that period, either Party may refer the matter to arbitration or court proceedings as provided in this clause.

12. PROFESSIONAL INDEMNITY AND STEP-IN RIGHT

Incorve shall maintain adequate professional indemnity insurance throughout the term of this Agreement, with a minimum coverage of USD 50,000 per claim. Incorve shall provide AHSN with written evidence of such insurance upon request and shall not allow such coverage to lapse during the term.

If Incorve fails to perform any material obligation under this Agreement within the time required, and such failure is not remedied within five (5) business days of written notice from AHSN, AHSN shall have the right (but not the obligation) to engage a third party to complete, correct, or supplement the relevant work. Incorve shall be liable for and shall promptly reimburse AHSN for all reasonable and documented costs and expenses incurred in exercising this step-in right, without set-off or deduction.

13. GENERAL PROVISIONS

Amendments: Any amendments to this Agreement must be in writing and signed by duly authorised representatives of both Parties.

Assignment: Incorve shall not assign, subcontract, or transfer any of its rights or obligations under this Agreement without AHSN's prior written consent. AHSN may assign its rights and obligations under this Agreement freely and without Incorve's consent.

Severability: If any provision of this Agreement is found void or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect in accordance with the Parties' intentions.

Entire Agreement: This Agreement, together with the Quotation (Ref: 243-02, dated 24 March 2026) and any written schedules or addenda, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, representations, inducements, and understandings, whether oral or written.

Representations and Warranties: Each Party represents and warrants that it is duly authorised to enter into this Agreement and that its execution and performance will not violate any applicable law or the rights of any third party.

Notices: All notices under this Agreement shall be in writing and delivered by email with delivery confirmation or by registered post to the addresses set out in the party details herein.

14. SIGNATURE AND DATE

The Parties hereby agree to the terms and conditions set forth in this Agreement, as demonstrated by their signatures below:

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