Collaboration Contract

Between:

First Party: Medinfotec, Action Lda, with address at Rua Eng Cipriano Calleya, Nº12A, 7300-057 Portalegre - Portugal, registered at the Commercial Registry of Portalegre under number PT508090113, represented in this act by its legal representative, hereinafter "Wildsmile" or "First Party";

Second Party: , with address in , tax identification No. , hereby represented by his legal representative, hereinafter referred to as the "Second Party";

Whereas:

The First Party is an entity that operates under the brand "Wildsmile" a system to manage and promote oral health care, selling, managing and administering health plans as well as providing a wide range of products and services to their users, members, customers and partners, whose main objective is to ease promote dental health access through his web system, at https://wildsmile.com.

The Second Party is an entity legally constituted, registered and duly licensed and qualified, that pursues his activity in the provision of dental services, using for that purpose their professional and well qualified employees to do so, according to the laws of the country where it is situated.

The Second Party intends to collaborate with the First Party, integrating Wildsmile accredited network, providing members and registered users of Wildsmile or its partners, hereinafter "Wildsmile members" their services under special and advantageous conditions when compared to private, regular and undifferentiated dental health care.

The First Party, after validation and approval of the requirements for access to Wildsmile system by the Second Party, will provide an exclusive access to a private area of Wildsmile web system at https://wildsmile.com with a unique access through a username and password for exclusive use of the Second Party.

It is important to regulate the terms of the agreement reached, mutually accepted and freely agreed by the parties by this Contract of Collaboration, where prior considerations, configurations and settings in the private access area at https://wildsmile.com, are an integral part, being governed by the following clauses:

Clause One - Object

1. The Second Party undertakes to provide their dental services to the users and regular members, aggregates and dependents, belonging to health plans operated and managed by Wildsmile, according to the values and specialties identified and maintained in private area of access that Wildsmile offers to the Second Party at https://wildsmile.com.
2. Dental medical services related to this document include clinical specialty acts identified at Wildsmile web platform at https://wildsmile.com which form an integral and inseparable part of this contract and force the Second Party to the provision of medical services there identified respecting the values defined therein.
3. The service, care and / or dental medical interventions described will be provided on an outpatient basis in practices of Second Party also identified in private access area of Wildsmile web platform, at https://wildsmile.com.

Clause Two - Practice Type

1. By the subscription of this document Wildsmile assigns the service level "Basic" to the Second Party that subscribe and accepts.
2. The level of service subscribed in the preceding paragraph does not represent any cost to the Second Party and the Second Party may subsequently ask to change to another service level available and provided by Wildsmile or purchase products and services offered at https://wildsmile.com.
3. At any time, the Second Party may request Wildsmile to change his service level to a different one according to availability, and such change is subject to validation and authorization by Wildsmile, and such can mean to a one-off or periodic and regular cost by the Second Party in accordance with the information available at https://wildsmile.com.

Clause Three - Service

1. The provision of the services object of this contract are the responsibility of the Second Party and may not delegate or otherwise transfer this responsibility to third parties, without the prior and express written approval of Wildsmile.
2. The Second Party undertakes to care for members of health plans managed by Wildsmile on a service level equal to its other clients and patients, whether private or other private health plans, insurance, health subsystems or others not being allowed by its employees to make any distinctions of any nature or order.
3. The service made by the Second Party to Wildsmile members will be done within the normal working hours. The Second Party may change its hours of operation if previously communicate that fact in the private access area at https://wildsmile.com on an equal service level with its private and remaining clients.
4. Wildsmile may, whenever necessary redirect any of its members being serviced by the Second Party for other companies providing medical services to ensure the quality of service and interests of Wildsmile members.
5. The Second Party undertakes to keep updated the data concerning his service details in the private area of access at https://wildsmile.com and record all clinical acts performed to Wildsmile members.

Clause Four - Place of Provision of Services

1. The place of execution of services provided by the Second Party will be defined and approved in the area of private access at https://wildsmile.com and can’t be extended to other addresses or units of the Second Party, unless there is a register and approval by Wildsmile through the web system at https://wildsmile.com.

Clause Five - Identification and Member Validation

1. For the purpose of service of Wildsmile members, the Second Party, has to validate and certify the following documents:
   1. Wildsmile member identification card, physical or virtual, issued by Wildsmile, where appears the user or member name, their number and type of member.
   2. Official ID with photo, issued by the statutory authorities.
2. The presentation of previous documentation is mandatory and allows the Second Party to prove the ownership of Wildsmile user or member.
3. In addition to the validation described in the preceding paragraphs the Second Party has yet to validate at Wildsmile web system, at https://wildsmile.com, the validity of the user or member, so it can be serviced within the parameters defined herein, and according to the values identified in the service private access area at https://wildsmile.com.
   1. The access to Wildsmile web system shall be done granting a unique access consisting of a username and password for exclusive access and use to the Second Party, with access to Wildsmile web system at https://wildsmile.com.
4. The identification of the Member Type defines which clinical service table that will be applied to Wildsmile user or member.

Clause Six - Compensation for Services Performed

1. The Second Party will be paid for services rendered to Wildsmile members by payments made by Wildsmile members, according to the table of clinical acts defined and approved in the private access area at https://wildsmile.com, to which is added the variable reward points system, according to the current system of points defined by Wildsmile, that on this date is according to the following table:
   

   Assigning Points	Practice Type
   Wildsmile Member Type	Basic	Smart	Premium	WS
   Basic*	0,5%	1%	1,5%	2%
   Starter*	1%	2%	3%	4%
   Smart*	5%	6%	7%	8%
   Premium*	9%	10%	11%	12%

   * The points calculated for the services charged has free of cost to the Wildsmile member, shall be increased to the double of points determined by the previous table and the corresponding percentage.
   1. By crossing the Practice Type and Wildsmile Member Type in the above table, it is identified the percentage attributed to clinical acts, which is multiplied by the values present in the column "Base Price" defined and approved in the private access area, at https://wildsmile.com.
   2. Points will be awarded to the Second Party after approval by Wildsmile and will be accumulated throughout each month, according to the clinical actions taken by the Second Party to the various Wildsmile members.
   3. At the beginning of the month following the points accumulated in the previous month will be valued in accordance with the following formula: 1 point worth (20% RBWS) / (Total Points generated by Wildsmile Network)
      1. 20% RBWS - represents 20% of net monthly income of Wildsmile regarding monthly payments made by the members of Wildsmile Health Plans in the month to which points relate, net of acquisition costs (financial, commercial, marketing and others).
   4. The value assigned to the conversion of the Second Party points will remain at his disposal for a period of 90 days, for exclusive use on the web system of Wildsmile through a discount to operate on purchases made by the Second Party in this system with a limit up to 20% of the value of each purchase made.
   5. Wildsmile can freely decide occasional or on a regular basis, temporarily or permanently change the validity of the points allocated in addition to the 90 days and increase the percentage to be deducted for purchases and decide other uses.
   6. It is not possible to use points and values converted into any other system not belonging to Wildsmile, unless Wildsmile explicitly permits, in written form through its web system at https://wildsmile.com.
   7. The valued points not used in the course of 90 days, after his conversion, will expire and no longer be available to the Second Party, and there will be no compensation from Wildsmile by any losses of the Second Party.
   8. The use of valued and assigned points will be made in chronological order of assignment, that is, use shall be first on the points associated with the longer date and only after the older being used the next in order will follow.
   9. At no time Wildsmile have to deliver any cash on the points awarded under this system of points, unless otherwise defined by Wildsmile at https://wildsmile.com.
   
   
2. For the correct assignment of the points described in the previous paragraph will be necessary that the Second Party follow the procedure identified in Wildsmile’s web system, including the registration of all acts performed by the Second Party to Wildsmile members and uploading at the system any documents requested.
3. It is Wildsmile right to validate and approve the acts performed to Wildsmile members that result in points determined in favor of the Second Party. Wildsmile reserves the right not to award points for acts recorded that have not respected the valid procedure at Wildsmile web system or reach to the conclusion that resulted in some form of error or flaw in the reporting and / or that they were not executed.
4. The foregoing does not result or may result any expectation of compensation for the Second Party as the same is variable and dependent on many factors external to Wildsmile and the Second Party may not, at any time, require Wildsmile for any remuneration or compensation whatever title it is.
5. Should the Second Party decide to practice clinical acts with a value below the agreed and approved within Wildsmile system, it is obliged to provide under equal conditions, to Wildsmile members all clinical acts, charging them the lower value resulting from the comparison between the amount approved by Wildsmile and the value asked by the Second Party, and shall update the figures relating to clinical acts that are not updated on his web private web access area at Wildsmile.
6. Wildsmile reserves the right to review and change at any time and without prior notice, the allocation system described in the above points that will be reported to the Second Party through its web system at https://wildsmile.com.
7. Wildsmile reserves the right and power to terminate at any time without prior notice and without having to justify it, the assignment of points system described above or that is in use at Wildsmile web system, at https://wildsmile.com, without any right from the Second Party to complain or demand any compensation or indemnity, whatever the title is.

Clause Seven - Services Publication

1. The Second Party expressly authorizes, free of charge, Wildsmile to disclose their name, medical team, contacts, address, details of the services and the list of services performed as well as their values, while the accredited Wildsmile network member, in any and all physical, electronic publications or any other format, documents or electronic records as they relate to the performance of the activity to which the present document, in particular in the areas of public and private access, at https://wildsmile.com and / or in collaboration with external systems of Wildsmile.
2. The Second Party authorizes that Wildsmile proceed to advertise their services on the premises of the Second Party, taking Wildsmile meet the costs of materials needed and there is no charge for such publication. Such marketing activities obey the criteria of reasonableness and common sense for both parties.
3. At any time, the Second Party can request more marketing items relating to Wildsmile, which can in this case have a cost to the Second Party, which will be notified in advance.

Clause Eight - Audit and Quality Control

1. The Second Party authorizes expressly and unreservedly that Wildsmile or any entity named by this, do the validation for quality control purposes and veracity of the records in the Wildsmile system through contact with Wildsmile members that have been served by the Second Party, using any means.
2. Wildsmile reserves the right, at its discretion, to request the Second Party any reporting, information, clarifications and / or documents showing the services rendered by the Second Party to Wildsmile members and authorizes Wildsmile, when necessary, to proceed the validation of clinical records, previously indicating the legally qualified and authorized professional, always with respect for the Code of professional Ethics.
3. The Second Party explicitly declares to know, accept, respect and enforce the Code of Ethics and Conduct governing the principles of Wildsmile.

Clause Nine - Duration and Termination

1. This agreement will be effective for periods of one year, counting its beginning from the date of signing of this document or online subscription at the Wildsmile system, with successive and automatically renewable for equal periods unless canceled in writing by either party with at least thirty (30) days in advance regarding its termination or any of its renewals.
2. Upon the termination of this contract the Second Party shall return to all Wildsmile and any materials or equipment owned by Wildsmile, who has in his possession.
3. In the case of contract termination, the parties undertake to comply with the following provisions:
   1. During the actual notice period and until the termination of this contract the Second Party undertakes to maintain the delivery of services to members of Wildsmile.
   2. Wildsmile will maintain access to his system until the effective date of the contract resolution providing up to that date and all services available and effective options.
   3. The points assigned to the Second Party, recovered or not, which have not been used are no longer available for the Second Party and will be definitely canceled and lost at the effective date of contract resolution.
   4. At the contract termination it is not due, in whatever case or circumstance for any value by Wildsmile to the Second Party.
   5. The Second Party undertakes to inform the Wildsmile the existence of members in treatment or who need special attention.
   6. It is allowed to Wildsmile the possibility and the right to communicate to all members of Wildsmile, whether they are in treatment or not, the option to continue treatment started with the Second Party or other professional.
   7. The Second Party undertakes to make available to Wildsmile members and to Wildsmile all the information necessary to continue the treatment that Wildsmile member is doing, to be continued by other professionals.
4. It is up to Wildsmile power the immediate resolution of this contract without prior notice, by written communication to the Second Party, in the following situations:
   1. In the case of detection of violation of the provisions of this contract by the Second Party.
   2. Should the Second Party does not meet the statutory standards for their activity.
   3. If detected illegal actions by the Second Party or its employees.
   4. If the performances of the Second Party or its employees put into question the good name of Wildsmile.
   5. If the Second Party provide information to Wildsmile that are false or do not correspond to the truth.
   6. If the Second Party is declared insolvent.
5. Wildsmile reserves the right to terminate this contract at any time, without prior notice, whenever its strategic interest requires it or force majeure changes so require, being a right of Wildsmile to identify, define and set the conditions that dictate that termination.

Clause Ten - Amendments to this Contract

1. Wildsmile reserves the right to make changes to this document, in order to optimize your text and / or adapt to market developments by giving notice in writing to the Second Party through its web system at https://wildsmile.com.
2. If the Second Party does not accept the proposed changes should proceed to the cancellation of membership of Wildsmile, in his private access area at Wildsmile’s web system at https://wildsmile.com.
3. Should the Second Party do not cancel your subscription the amendments take effect immediately and the new text of the contract become effective.
4. If the Second Party cancel the membership of Wildsmile due to changes made to this contract or future changes, this contract will end in the cancellation request date, undertaking both parties on the content of paragraphs 2 and 3 of Clause Nine.

Clause Eleven - Communications

1. For the purposes of this Agreement the Parties agree to notify each other in writing through the web system of Wildsmile, at https://wildsmile.com or by the email support@wildsmile.com.

Clause Twelve - Rights and Obligations Transmission

1. Wildsmile may assign all or part, free or against payment, rights and obligations that it emerges from this contract without proper analysis and without the prior written consent or not by the Second Party;
2. The Second Party expressly provides Wildsmile without any reserves, the right to transfer or assign the conditions to understand, in whole or in part, the rights that are granted by this contract to any entity, provided that the such assignment, remains fully the position of Second Party arising from this contract.

Clause Thirteen - Independence

1. By this agreement neither party acquires any power to represent or act on behalf of the other, both continuing to be independent economic agents and assuming therefore the sole responsibility for any damage caused by them to third parties, whatever the damage and whatever the chargeable event of the same.
2. In the implementation of this contract, the Second Party has full technical and legal autonomy in the performance of the activity that constitutes the corporate purpose.

Clause Fourteenth - General Provisions

1. All the information provided are the sole responsibility of the Second Party, including legal requirements relating to your company and the services provided, as well as on the professionals involved in its realization.
2. The Second Party is committed and assume the responsibility to observe and comply strictly and zealously the principles and rules governing its activity as well as respect for public authorities, while Wildsmile isn’t responsible for any answer or action taken by the Second Party, its employees or contractors.
3. Wildsmile is not responsible for any repairs or damages due to pain and suffering, physical and / or material that may be required in court or not, by any member of Wildsmile derived from acts committed by Second Party or any of its employees whether they have derived from unintentionally running, intentional, negligent, willful or another, leaving that responsibility always and exclusively to the Second Party.
4. It is the entire technical responsibility of the Second Party and its medical staff any treatment and / or medical intervention it practiced among members Wildsmile, in the provision of medical dental services object of this contract, not being Wildsmile responsible for any repair and / or damages that may be required by the occurrence of any damage arising from services provided by the Second Party.

Clause Fifteen - Law and Jurisdiction

1. The parties, by agreement, elect the courts of the District of Portalegre in Portugal, with express refusal of any other, as privileged as it presents itself, to resolve any questions or disputes arising from this contract, which is governed solely and exclusively by Portuguese law.
2. In case of any doubt the Portuguese version of this document will prevail among any other.
3. In case of any legal dispute only the Portuguese jurisdiction at Portalegre Law-Court and Portuguese law are accepted, with explicit refusal to any other law, jurisdiction and court.