SouthXMed Data Partnership & Licensing Agreement

Operated by PT Nusa Infrasindo Utama under the SouthXTech brand.

1. Parties / Para Pihak

This Agreement is between PT Nusa Infrasindo Utama, an Indonesian limited liability company operating the SouthXTech and SouthXMed brands (the “Company”), and the healthcare provider identified in Schedule A (the “Partner”).

Perjanjian ini dibuat antara PT Nusa Infrasindo Utama, perseroan terbatas Indonesia yang mengoperasikan merek SouthXTech dan SouthXMed (“Perusahaan”), dan penyedia layanan kesehatan yang diidentifikasi dalam Lampiran A (“Mitra”).

2. Definitions / Definisi

• Dataset: approved medical records, images, signals, video, text, labels, metadata, or other healthcare materials listed in Schedule C.
• De-identified Dataset: a dataset processed according to the agreed de-identification plan.
• Buyer: an authorized licensee approved under the agreed process.
• Net Sale Value: amounts actually received after agreed fees, refunds, chargebacks, bank costs, and applicable taxes or withholding.

3. Appointment and Scope / Penunjukan dan Ruang Lingkup

The Partner appoints the Company on a non-exclusive basis, unless Schedule A states otherwise, to assess, prepare, de-identify, document, market, and support licensing of approved datasets. Each dataset requires a separate written approval or completed Schedule C.

4. Ownership and License / Kepemilikan dan Lisensi

The Partner retains ownership of original source data, subject to applicable law and third-party rights. The Partner grants only the rights expressly stated in the executed schedules. No ownership transfer is implied.

5. No Immediate Delivery and No Sales Guarantee

Signing the master framework does not itself require immediate delivery of medical data. The Company does not guarantee that a dataset will be accepted, listed, licensed, or generate revenue.

6. Commercial Terms / Ketentuan Komersial

Final percentages, currency, payment timing, invoicing, withholding, and project-specific costs must be confirmed in Schedule A.

7. Taxes / Pajak

Each party is responsible for its own tax obligations. Where the Company is legally required to withhold tax from a payment to the Partner, the Company may make the withholding and provide available evidence of withholding.

8. Data Protection and Security / Perlindungan Data dan Keamanan

No dataset may be externally licensed until the agreed legal basis, scope, de-identification plan, security controls, and approval process are documented. The parties shall apply data minimization, access control, auditability, and incident response measures appropriate to the project.

9. Buyer Restrictions / Pembatasan Pembeli

Buyer licenses should prohibit unauthorized redistribution, attempts to re-identify data subjects, and use outside the permitted purpose.

10. Confidentiality / Kerahasiaan

Each party shall protect confidential information and use it only for the purposes of the partnership, subject to agreed exceptions and legally required disclosures.

11. Representations and Warranties / Pernyataan dan Jaminan

The Partner should represent that it has authority to enter the Agreement and provide the approved rights. The Company should represent that it will perform agreed services with reasonable care. Detailed warranties require counsel review.

12. Liability and Indemnity / Tanggung Jawab dan Ganti Rugi

Liability caps, exclusions, and indemnities must be negotiated and inserted before execution. This draft intentionally does not prescribe final liability allocations.

13. Term, Suspension, and Termination / Jangka Waktu, Penangguhan, dan Pengakhiran

The term, renewal, suspension rights, termination notice, and post-termination handling of datasets shall be stated in Schedule A and the project schedules.

14. Governing Law and Dispute Resolution / Hukum dan Sengketa

Indonesian law and the selected forum or arbitration mechanism should be confirmed by Indonesian counsel before signature.

15. Electronic Signature / Tanda Tangan Elektronik

The parties may sign electronically where the method used provides reliable attribution, document integrity, version control, and an audit trail appropriate to the transaction.

Schedules / Lampiran

1. Schedule A – Parties and Commercial Terms
2. Schedule B – Revenue Sharing and Payment
3. Schedule C – Dataset Specification and Approval
4. Schedule D – Security and De-identification Plan
5. Schedule E – Permitted Uses and Buyer Restrictions
6. Schedule F – Reporting, Audit, and Data Deletion