Exhibit 10.4


 


Dated March 30, 2021


  


SIVANTOS PTE LTD


 


AND


 


HEAR.COM N.V. 





 


 


FRAMEWORK AGREEMENT


 


FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT


 


 






     


     


    




 


WSA-HEAR.COM:  FRAMEWORK
AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT


 



CONTENT


 




	1. 	DEFINITIONS AND INTERPRETATION	3
	2.  	TERM	7
	3.   	SUPPLY OF PRODUCTS	7
	4.   	PRODUCTS AND PRICES	7
	5.   	PAYMENT	9
	6.   	HORIZON PRIVATE PRODUCTS	9
	7.   	ORDERS AND ORDER FORECAST	10
	8.   	DELIVERY	11
	9.   	RISK AND TITLE	11
	10.   	MANUFACTURER'S WARRANTY	11
	11.   	RETURNS POLICY	12
	12.   	ADVERTISING	12
	13.   	TRAINING	13
	14.   	SOFTWARE	13
	15.   	INTELLECTUAL PROPERTY RIGHTS	14
	16.   	CONFIDENTIALITY AND DATA PROTECTION	15
	17.   	WARRANTIES AND LIABILITY	16
	18.   	REGULATORY	16
	19.   	COMPLIANCE WITH LAWS	18
	20.   	TERMINATION	20
	21.   	MISCELLANEOUS	21
	22.   	THIRD PARTIES	21
	23.   	DISPUTE RESOLUTION	21
	24.   	GOVERNING LAW	22
	SCHEDULE
    A -   PRODUCTS, SERVICES AND PRICES	23
	SCHEDULE
    B -   LOCAL AGREEMENT TEMPLATE	25
	SCHEDULE
    C -   ORDER FORM TEMPLATE	27
	SCHEDULE
    D -   MANUFACTURERS' WARRANTY PERIOD, PRODUCT WARRANTY AND RETURNS    TERMS	28
	SCHEDULE
    E -   TRADE MARK LICENCE AGREEMENT	29
	SCHEDULE
    F -   DEVELOPMENT COOPERATION MODEL	30


 




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WSA-HEAR.COM:  FRAMEWORK
AGREEMENT FOR THE SUPPLY OF AUDIOLOGY EQUIPMENT


 


THIS FRAMEWORK AGREEMENT ("Framework
Agreement") is made on 30 March 2021


 


BETWEEN:


 


		(1)	SIVANTOS PTE LTD, a company incorporated and registered in Singapore (Registration No. 198600657G)
whose registered office is at 18 Tai Seng Street, #08-08, Singapore 539775 ("WSA"); and



 


		(2)	hear.com NV, a public company with limited liability (naamloze vennootschap) incorporated
and registered under the laws of the Netherlands (Registration No. CCI 81157959) whose registered office is at Amsterdamsestraatweg 421,
3551 CL Utrecht ("HC"),



 


each a "Party" and together the
 "Parties".


 


BACKGROUND:


 


		(A)	WSA is a leading manufacturer and distributor of hearing aids and related products worldwide.



 


		(B)	The hear.com Group (as defined below) supplies hearing aids to end-customers through its online platforms.



 


		(C)	The Parties agree that the terms below shall govern the Parties' relationship with respect to the supply
and purchase of hearing aids and related products and the supply of certain services, where required.



 


		(D)	This Framework Agreement shall operate as a framework agreement for the supply of Products by WSA to members
of the hear.com Group in the Territories, subject to any variations agreed in a Local Agreement in respect of a particular Territory (each
as defined below). This Framework Agreement sets outs the terms on which WSA agrees to supply the Products, and members of hear.com Group
agree to purchase such Products, for resale on hear.com Online Platforms (defined below) in the Territories.



 


		(E)	Orders for Products shall be fulfilled by the relevant WSA Affiliate (defined below) for that Territory.



 


 






 


NOW IT IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1.	The following definitions in this clause apply in this Framework Agreement:



 


"Adverse
Event" means any untoward medical occurrence, unintended disease or injury, or untoward clinical
signs (including abnormal laboratory findings) in subjects, users or other persons, whether or not related to the medical device.


 


"Advisory
Notice" means notices of Products that need to be corrected in order to be safe and perform as
intended, as well as nonconforming Products that cannot be corrected and have to be removed from the market.


 


"Affiliate"
means a legal entity, now or hereafter, directly or indirectly, owned or controlled by, or owning or controlling, or under common control
with by one of the Parties, but such legal entity shall be deemed to be an Affiliate only so long as such ownership or control exists.
For purposes of this definition "control" of a legal entity shall mean to have, directly
or indirectly, the power to direct or cause the direction of the management and policies of a legal entity, whether (a) through the ownership
of voting securities entitling to the right to elect or appoint, directly or indirectly, the majority of the board of directors, or a
similar managing authority; (b) by contract; or (c) otherwise.


 


"Applicable
Laws" means all laws, statutes, regulations, decisions, rulings, sanctions, governmental and regulatory
policies, industry guidelines and/or codes of practice which may from time to time be in force in the Territories and relevant to any
rights and/or obligations under and/or the performance of this Framework Agreement.


 






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WSA-HEAR.COM:  FRAMEWORK
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"Branded
Products" means the hearing aids and related products set out in Section 1 of SCHEDULE A - PRODUCTS,
SERVICES AND PRICES, as such Schedule may be amended from time to time by the Parties in writing. Such products shall bear WSA branding
on the physical product, packaging and/or associated user manuals.


 


"Commencement
Date" has the meaning given to it in Clause 2.1.


 


"Confidential
Information" means all information of a confidential nature or which would be deemed confidential
by a reasonable business person (however recorded and whether marked as confidential or not) belonging to a party or an Affiliate which
is disclosed to or received by the other Party or its Affiliate, whether before or after the Commencement Date, directly or indirectly,
in connection with this Framework Agreement, including the terms of this Framework Agreement and any financial, technical, operational,
commercial, employee, management, product, price(s) of the products and services provided by WSA and the WSA Distributors, and other information
and/or data of whatever kind (including all information relating to the trade secrets, operations, manufacture processes, distribution
channels, sales, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business)
of the disclosing party and/or its customers, clients, suppliers and/or Affiliates.


 


"Contractual Year" means
a period of twelve (12) consecutive months beginning on the Commencement Date.


 


"Delivery
Address" means the address that the Products are to be delivered to as set out in the Order Form.


 


"Field
Safety Corrective Action" means any action taken by WSA to reduce a risk of death or serious deterioration
in the state of health associated with the use of a Product that is already placed on the market. Such actions may be notified via a Field
Safety Notice.


 


"Field
Safety Notice" means a communication to customers and/or users sent out by WSA or its representatives
in relation to a Field Safety Corrective Action.


 


"Fixed Exchange Rate"
has the meaning to it in Clause 5.3.


 


"Government"
has the meaning given to it in Clause 19.3(a).


 


"hear.com
Group" means HC and each of its Affiliates from time to time.


 


"hear.com
Online Platform" means any online platform owned by any member of the hear.com Group which offers
hearing aids and related products for sale.


 


"hear.com
Trade Marks" means the trade mark(s) (whether registered or unregistered) which any member of the
hear.com Group may permit WSA to use in respect of the Horizon Private Products, including the "audibene" and "Hear.com"
mark, and the product name "Horizon" under which name the Horizon Private Products will be branded or any other product name
belonging to any member of the Hear.com Group which the Parties may agree from time to time will be used on or in connection with the
Horizon Private Products.


 


"Horizon
Private Products" means the hearing aids and related products set out in Section 2 of SCHEDULE
A - PRODUCTS, SERVICES AND PRICES derived from WSA's 'SIGNIA' branded Products, as such Schedule may be amended from time to time
by the Parties in writing. Such products shall bear the relevant product name set out in Section 2 of SCHEDULE A - PRODUCTS, SERVICES
AND PRICES or such other product name as the Parties may agree from time to time.


 


"Incident
or Near Incident" means any malfunction or deterioration in the characteristics and/or performance
of a Product, as well as any inadequacy in the labeling or the instructions for use which, directly or indirectly, might lead to or might
have led to the death of a patient, or user or of other persons or to a serious deterioration in their state of health.


 


"Initial
Term" has the meaning given to it in Clause 2.1.


 


"Intellectual
Property Rights" means Patents, utility models, rights to inventions, copyright and neighbouring
and related rights, rights in software, trade marks and service marks, business names and domain names, rights in get-up and trade dress,
goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist
now or in the future in any part of the world.


 






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"Know-How"
means any know-how relating to the Products, including information relating to the design, manufacture, fitting and/or use of the Products,
which is supplied to a member of the Hear.com Group by or on behalf of WSA or otherwise in connection with this Framework Agreement.


 


"Local
Agreement" means an agreement between (a) one or more members of the hear.com Group in a particular
Territory; and (b) WSA or a relevant WSA Distributor, including any variation to any of the terms of this Framework Agreement for a particular
Territory, the template of such Local Agreement is set out in SCHEDULE B - LOCAL AGREEMENT TEMPLATE.


 


"Manufacturer's Warranty Period"
has the meaning given to it in Clause 10.1.


 


"Marketing Materials"
means all artwork, content, advertising and promotional materials, produced by or on behalf of a member of the hear.com Group relating
to or featuring any of the Products or WSA Trade Marks and/or their advertisement, including (by way of example only) catalogues, flyers,
mail drops, posters, billboards, shop displays, and the content of any advertising to be carried out in the press, on TV, radio and online
(including on the websites of members of the hear.com Group and on social media).


 


"Medical Device Malfunction"
means the failure of a device to meet its performance specifications or otherwise perform as intended. If a medical device detects an
operating problem during use, and per its design defaults to a "safe" mode, the event that triggered the default may be a medical
device malfunction and must therefore be submitted to WSA for evaluation.


 


"Non-Warranty Faults"
has the meaning given to it in Clause 10.2.


 


"Official"
has the meaning given to it in Clause 19.3(a).


 


"Order"
means an order for Products submitted by any member of the hear.com Group in a Territory for resale via a hear.com Online Platform in
that Territory and in accordance with Clause 7.1.


 


"Order
Form" means the order form to be used by a member of the Hear.com Group in a Territory for ordering
Products under this Framework Agreement, the form is set out in SCHEDULE C - ORDER FORM TEMPLATE (and may be sent physically (by
hand or by post) or electronically), as may be amended by agreement between the parties from time to time.


 


"Patents"
means the patents and other proprietary rights subsisting in and/or related to the Products.


 


"Personal Data" has
the meaning given to it in Clause 16.5.


 


"Product
Complaint" means any oral, electronic, or written communication that alleges deficiencies related
to the identity (labelling), quality, durability, reliability, safety, effectiveness, or performance of a marketed product, including
failure of the Product, labelling or packaging to meet specifications, whether or not the Product is related to, or caused the alleged
deficiency. A complaint may allege that an adverse event or medical device malfunction has occurred.


 


"Product Warranty and Returns
Terms" means WSA's product warranty terms and exchange and returns policy set out in SCHEDULE D - MANUFACTURERS' WARRANTY
PERIOD, PRODUCT WARRANTY AND RETURNS TERMS.


 


"Products" mean the
Branded Products and the Horizon Private Products.


 


"Quarter"
or "Quarterly" means a period of three calendar months commencing on (a) 1st
Quarter: 1 October to 31 December; (b) 2nd Quarter: 1 January to 31 March; (c) 3rd Quarter: 1 April to 30 June;
to (d) 4th Quarter: 1 July to 30 September.


 


"Repair
Services" means the repair services set out in Section 4 of SCHEDULE A - PRODUCTS, SERVICES
AND PRICES and any other additional services that the relevant WSA Distributor provides in any particular Territory which are set
out in a Local Agreement.


 






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"Specification"
means technical details for the Products as set out in product data sheets provided by WSA which may be updated by the Parties from time-to-time.


 


"Technical
Agreement" means an agreement entered into by the Parties relating to the manufacture, testing
and packaging of the Horizon Private Products.


 


"Term"
has the meaning given to it in Clause 2.1.


 


"Territory
Notification" has the meaning given to it in Clause 3.4.


 


"Territories"
means Germany, the Netherlands, Switzerland, France, Canada, the United States of America, India, Malaysia, Singapore, South Korea and
South Africa, and each of the Territories shall be a "Territory". Additional territories
may be added to this Framework Agreement in accordance with Clause 3.4.


 


"User
Guides" means the user guides relating to the Products as are supplied by WSA to any member of
the hear.com Group under this Framework Agreement.


 


"VAT" means value added
tax and any similar additional turnover, sales or purchase tax or duty levied in any Territory.


 


"Warranty" has the meaning
given to it in Clause 10.1.


 


"Working Day" means
a day when banks in the relevant Territory are open for business, other than a Saturday or Sunday.


 


"WSA
Brand Guidelines" means the brand guidelines relating to the use of the WSA Branding provided by
WSA to any member of the hear.com Group, as may be updated or amended by WSA from time to time.


 


"WSA
Branding" means any trade marks, trade or business names, product names (including the product
names set out in SCHEDULE A - PRODUCTS, SERVICES AND PRICES, logos, designs, get-up and/or other designations owned and/or used
by WSA in any part of the world, including the WSA Trade Marks.


 


"WSA
Distributor" means in respect of a Territory, the company appointed by WSA or a member of the WSA
Group (as such company is set out in the relevant Local Agreement), to receive and fulfil Orders made by any member of the hear.com Group
on WSA's behalf under this Framework Agreement or any Local Agreement and to deal with any Product-related enquiries and provide or facilitate
the provision of the Repair Services in that Territory, as the local representative for that Territory.


 


"WSA
IP" means the Patents, the WSA Materials, the WSA Branding and Know-How, together with all and
any Intellectual Property Rights which subsist (now or in the future) in the foregoing, and all Intellectual Property Rights which subsist
(now or in the future) in and/or relate to the Products.


 


"WSA
Materials" means all technical and product specifications for the Products, User Guides, operating
manuals and instructions relating to the fitting, use, support and/or maintenance of the Products, marketing information and any other
information relating to the Products as are supplied by WSA to any member of the hear.com Group under this Framework Agreement (including
WSA Promotional Materials).


 


"WSA
Promotional Materials" means promotional materials relating to the Products supplied by WSA to
any member of the hear.com Group from time to time, including brochures, leaflets, posters and in-store display materials.


 


"WSA
Trade Marks" the trade mark registrations and applications listed in the Exhibit of each Local
Agreement and any further trade marks (whether registered or unregistered) that WSA may, by express notice in writing, permit any member
of the hear.com Group to use in the relevant Territory in respect of the Products.


 


"WSA
Group" means WSA and each of its Affiliates from time to time.


 


		1.2.	References to Clauses and Schedules are to the clauses and schedules
of this Framework Agreement. The Schedules form part of this Framework Agreement and shall have effect as if set out in full in the body
of this Framework Agreement and any reference to this Framework Agreement includes the Schedules. Clause and Schedule headings shall not
affect the interpretation of this Framework Agreement.



 






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		1.3.	A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural
and vice versa.



 


		1.4.	Unless expressly stated otherwise, a reference to a statute or statutory
provision is a reference to such state or statutory provision as amended, extended or re-enacted from time to time and shall include reference
to all related subordinate legislation made from time to time.



 


		1.5.	Any words following the terms including, include, in particular, for
example or any similar expression shall be construed as illustrative only and shall not limit the sense of the words, description, definition,
phrase or term preceding those terms.



 


		2.	TERM



 


		2.1.	This Framework Agreement shall commence on 1 October 2020
("Commencement Date") and shall continue in force
for a period of three (3) years ("Initial Term"),
and shall be automatically renewed for a one (1) year term unless a Party notifies the other Party in writing of its intention not to
renew not less than ninety (90) days prior to the expiration of the Initial Term, subject to earlier termination in accordance with the
terms of this Framework Agreement (the Initial Term and the continuation of this Framework Agreement thereafter shall together be referred
to as the "Term"). Thereafter, any extension period shall be mutually agreed in writing
by the Parties.



 


		2.2.	Each Local Agreement shall commence on the date specified in that Local
Agreement and shall continue until the end of the Term. In the event that a member of the hear.com Group or a WSA Distributor is supplying
or buying Products or Repair Services in a Territory under this Framework Agreement or Local Agreement (as applicable), HC and WSA, as
applicable, shall be responsible for ensuring that the relevant member of the hear.com Group or relevant WSA Distributor complies with
the terms of this Framework Agreement as though it were a party to it.



 


		3.	SUPPLY OF PRODUCTS



 


		3.1.	This Framework Agreement sets out the basis on which WSA or the relevant
WSA Distributor agrees to supply Products and Repair Services to any member of the hear.com Group in the Territories, together with a
Local Agreement (if any) for the relevant Territory. Any Local Agreement agreed and signed by the Parties in accordance with this Framework
Agreement shall be incorporated into this Framework Agreement by reference herein.



 


		3.2.	This Agreement together with a Local Agreement (if any) shall govern
the supply and purchase of the Products and Repair Services to members of the hear.com Group in the relevant Territory governed by such
Local Agreement. In the event of any inconsistency or conflict between the terms of this Framework Agreement and a Local Agreement, this
Framework Agreement shall prevail.



 


		3.3.	During the Term of this Framework Agreement, WSA or a relevant WSA Distributor
shall supply, and members of the hear.com Group shall purchase, such quantities of Products as may be required under Clause 7.1 in accordance
with the terms of this Framework Agreement. The supply of Products, and the provision of Repair Services, shall be fulfilled by the relevant
WSA Distributor for that Territory.



 


		3.4.	HC may, on giving as much written notice to WSA as is reasonably practicable
in the circumstances and in any event not less than three (3) months’ notice, inform WSA of their intention to add additional countries
to the definition of "Territory" (such notice being a "Territory Notification").
The Parties shall, as soon as reasonably practicable following the issuance of the relevant Territory Notification, enter into good faith
negotiations in relation to such matters and shall reflect any agreed changes in a Local Agreement for that Territory.



 


		3.5.	Each
                                            Party agree to comply at all times during the Term with the prevailing code of conduct found
                                            at 

https://www.wsa.com/en/responsibility/code-of-conduct. 



 






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		4.	PRODUCTS AND PRICES



 


		4.1.	The global Products list and prices are set out in Section 1 of SCHEDULE
A - PRODUCTS, SERVICES AND PRICES (in respect of Branded Products) and Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES
(in respect of Horizon Private Products) of this Framework Agreement. The prices for the Repair Services are set out in Section 4 of
SCHEDULE A - PRODUCTS, SERVICES AND PRICES of this Framework Agreement.



 


		4.2.	For the first Contractual Year, i.e. 1 October 2020 to 30 September
2021, for each territory, the relevant WSA Distributor and the relevant member of the hear.com Group shall carry out a reconciliation
of:



 


		(a)	the monies paid/payable by the member of the hear.com Group to the WSA
Distributor for the Branded Products and the Horizon Private Products; and 



 


		(b)	the prices set out in Section 1 of SCHEDULE A - PRODUCTS, SERVICES
AND PRICES (in respect of the Branded Products) and Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES (in respect of
the Horizon Private Products),



 


at the end of the first Contractual Year.
The WSA Distributor shall issue a written statement to the member of the hear.com Group in the event of any shortfall between (a) and
(b). Such shortfall will be paid within sixty (60) days from the date of the written statement.


 


		4.3.	The prices set out in SCHEDULE A - PRODUCTS, SERVICES AND PRICES
are exclusive of any applicable VAT. If VAT is chargeable, the relevant member of the hear.com Group shall pay these additional amounts
in accordance with Applicable Laws. All payments shall be made without any deduction or withholding of taxes by the relevant member of
the hear.com Group. Where tax is required to be withheld in accordance with Applicable Laws, the sum payable by the relevant member of
the hear.com Group shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the relevant
WSA Distributor receives a net sum equal to the sum which would have received had no such deduction or withholding been made or required
to be made.



 


		4.4.	[WSA shall inform HC about planned introductions of new "SIGNIA"
branded products (“SIGNIA Products”) twelve (12) months in advance. On this basis,
WSA and HC shall define and mutually agree on a “road map” regarding new or updated SIGNIA Products, and the key technologies
and core features of the SIGNIA Products. WSA commits to the development of SIGNIA Product innovations and to supply the hear.com Group
with SIGNIA Products which are competitive and that offer key selling features to be referenced by the hear.com Group in their correspondence
with potential end users. The Parties shall review on a bi-annual basis the roadmap for "the SIGNIA Products.”



 


		4.5.	WSA and HC agree to develop a range of Horizon Private Products in accordance
with the set out in Clause 6.



 


		4.6.	WSA shall be entitled to make changes to the Specification of any of
the Branded Products at any time during the Term, provided such changes do not adversely affect the quality of the Products. Any changes
to the Specification for the Horizon Private Products shall be managed in accordance with the procedure set out in the Technical Agreement.



 


		4.7.	Unless otherwise mutually agreed by both Parties, subject to Clauses
4.3 and 6.5, WSA shall:



 


		(a)	obtain all import licences, permits and/or registrations necessary for
the entry of the Products into the Territories and/or delivery of the Products to members of the Hear.com Group; and 



		(b)	be solely responsible for all customs duties, clearance charges, taxes,
brokers’ fees and other amounts payable in connection with the importation, registration and delivery of the Products to members
of the hear.com Group in the Territories.



 






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		4.8.	Each member of the hear.com Group shall:



 


		(a)	keep all inventories of Products which it holds in conditions appropriate
for their storage, and provide appropriate security for the Products, at its own cost; and



		(b)	ensure that mandatory information such as user and safety manuals are
made available to the end-user; and



		(c)	ensure Product traceability to the end-users.



 


		4.9.	If WSA should decide to introduce a new Products platform (or generally
new Products or Product groups) for the Branded Products, HC may exchange the unused and sealed predecessor Products of the older platforms
(or Products or Product groups) with an individual production date not older than three (3) months against new WSA Products and deduct
the full price previously paid by HC for the said predecessor Products (right of exchange) provided always that such predecessor Products
have not been phased out by WSA. For the avoidance of doubt, this clause shall not be applicable to Horizon Private Products. 



 


		4.10.	WSA shall provide HC with an advertising rebate for each Contractual
Year for HC to carry out its advertising activities for the Products on the terms set out in Section 3 of SCHEDULE A - PRODUCTS, SERVICES
AND PRICES.



 


		4.11.	The prices and advertising rebate set out in Sections 1, 2 and 3
of SCHEDULE A - PRODUCTS, SERVICES AND PRICES are based on the annual estimates provided by HC to WSA in a Contractual Year and set
out in Section 5 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES. In the event that the annual volume purchased by members of the
hear.com Group in any Contractual Year deviates significantly from the aforementioned estimates , the Parties shall discuss in good faith
and mutually agree to revise the prices and advertising rebate set out in Sections 1, 2 and 3 of SCHEDULE A - PRODUCTS, SERVICES AND
PRICES for the succeeding Contractual Year (acting reasonably) within 3 months from the end of the completed Contractual Year.



 


		5.	PAYMENT



 


		5.1.	Each member of the hear.com Group shall be responsible for payment of
all invoices for Products ordered by such member in the relevant Territory to the relevant WSA Distributor under this Framework Agreement
or any Local Agreement.



 


		5.2.	Invoices shall be raised by the relevant WSA Distributor for the respective
Territory. The relevant WSA Distributor shall be entitled to invoice the relevant member of the hear.com Group for each Order on or at
any time after the Order has been shipped to that member of the hear.com Group.



 


		5.3.	Invoices shall be raised in the currency of the relevant Territory,
and payments shall be in such currency. The Parties hereby agree on the following exchange rates for Contractual Year 1:



 


 5.4.




	Country	EUR vs Local Currency	 	Currency	EUR vs Local Currency
	Canada	EUR1.00 to CAD1.56	 	South Korea	EUR1.00 to KRW1,400.00
	India	EUR1.00 to INR87.00	 	Switzerland	EUR1.00 to CHF1.10
	Singapore	EUR1.00 to SGD1.53	 	USA	EUR1.00 to USD1.16
	South Africa	EUR1.00 to ZAR19.50	 	 	 


 


		5.5.	At the end of each Contractual Year, the Parties shall agree upon in
writing and fix the exchange rate for the next Contractual Year ("Fixed Exchange Rate").



 


		5.6.	The Fixed Exchange Rate for each Contractual Year shall not be adjusted
due to any fluctuation in the foreign currencies exchange rate(s) that occurred during such Contractual Year.



 


		5.7.	The relevant member of the hear.com Group shall pay all invoices in
full and cleared funds within ninety (90) days of the last day of the month in which the invoice was received. Payment shall be made to
the bank account nominated by WSA or the relevant WSA Distributor (as applicable). The relevant member of the hear.com Group may challenge
any invoice within thirty (30) days from its receipt.



 


		5.8.	If the relevant member of the hear.com Group fails to pay an invoice
which is due and payable in accordance with Clause 5.7, such member of the hear.com Group shall pay to the relevant WSA Distributor interest
on any overdue amount at the rate of eight per cent (8%) per annum from the due date for payment until such time as payment is made.



 


		6.	HORIZON PRIVATE PRODUCTS



 


		6.1.	HC shall nominate a senior executive, and WSA shall nominate a member
of its Global Key Account team, to a committee to drive the Horizon Private Product development process.



 



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		6.2.	The Parties shall work in good faith with each other in relation to
the development of new Horizon Private Products based on the development cooperation model set out in SCHEDULE F - DEVELOPMENT COOPERATION
MODEL.



 


		6.3.	HC hereby grants to WSA, for the purposes of manufacturing the Horizon
Private Products (including all related packaging/labelling and any WSA Materials relating to the Horizon Private Products), a licence
for the Term to use the hear.com Trade Marks as directed by HC in accordance with the Trade Mark Licence Agreement set out in SCHEDULE
E - TRADE MARK LICENCE AGREEMENT to this Framework Agreement and in accordance with the requirements set out in Clause 6.4. If HC
wishes to make any changes to any of the hear.com Trade Marks which are to be used on the Horizon Private Products and/or their packaging
or labelling, it shall give reasonable notice to WSA of the proposed changes and the Parties shall agree a reasonable timescale in which
to implement such changes. HC shall indemnify and defend WSA and any WSA Distributor against any and all costs, damages, losses, liabilities
and expenses (including any reasonable attorneys' fees and costs) arising out of a claim by a third party alleging that the use of the
hear.com Trade Marks used by WSA and any WSA Distributor in accordance with this Framework Agreement infringes any of its intellectual
property rights. In the event that the use of the hear.com Trade Marks used by WSA and any WSA Distributor in accordance with this Framework
Agreement infringes the intellectual property rights of any third party, HC shall purchase from WSA all the inventory that WSA and the
WSA Distributors manufacture using the hear.com Trade Marks.



 


		6.4.	WSA agrees to assume all regulatory responsibilities as the manufacturer
of the Horizon Private Products. WSA has the responsibility for the design, manufacture, packaging and labelling of the Horizon Private
Products and any other regulatory requirements as required by the laws or regulations of any Territory.



 


		6.5.	In relation to Horizon Private Products, for market approval and introduction,
WSA is responsible for obtaining the local product approval, registration and/or licensing at HC's cost. WSA is responsible for providing
HC with the necessary data. HC shall only start selling the Products to customers when all legal, regulatory, licensing and technical
requirements, all requirements of WSA and compliance with all Applicable Laws have been met.



 


		6.6.	HC shall, and shall ensure that each member of the hear.com Group shall,
market and sell the Horizon Private Products only under the product name set out in Section 2 of SCHEDULE A - PRODUCTS, SERVICES AND
PRICES or such other hear.com Trade Mark as the Parties may agree from time to time, and not in association with, under or in conjunction
with any other trade mark, brand or trade name, without the prior written consent of WSA.



 


		6.7.	WSA shall be entitled to display the relevant product names and/or Patent
numbers if applicable on the Horizon Private Products and/or their packaging and/or such other proprietary notices as WSA may deem appropriate
from time to time. HC shall not and shall ensure that each member of the hear.com Group shall not, without the prior written consent of
WSA, alter, deface or remove any reference to the relevant product name, Patents or other proprietary notice relating to the proprietary
rights in the Horizon Private Products displayed on the Products or their packaging or labelling.



 


		6.8.	Unless prevented by Applicable Laws, the labelling and packaging for
Horizon Private Products shall include the statement "Manufactured by WSA or its Affiliate, address, and distributed by hear.com"
and the CE0123 Mark of notified body of WSA shall be affixed.



 


		6.9.	HC must inform WSA in case of label changes or over-labelling done by
HC or any member of the hear.com Group. Additional labelling application must be communicated to the WSA.



 


		6.10.	Unless otherwise agreed in writing between the Parties, HC shall ensure
that each member of the hear.com Group shall not make the new Horizon Private Products commercially available before the date that is
four (4) months after WSA or the relevant WSA Distributor launched the equivalent product in that Territory. The relevant member of the
hear.com Group and the relevant WSA Distributor shall use commercially reasonable endeavours to work together to launch the new Horizon
Private Product within the timeline stated or sooner where reasonably possible.



 


		6.11.	The relevant member of the hear.com Group shall engage the WSA Distributor
in the relevant Territory three (3) months before the launch of a new Horizon Private Product to discuss the details of the launch and
the supply of the new Horizon Private Product. The relevant member of the hear.com Group and the relevant WSA Distributor shall use all
commercially reasonable endeavours to work together to launch the new Horizon Private Product within the timeline stated or sooner where
reasonably possible. 



 






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		7.	ORDERS AND ORDER FORECAST



 


		7.1.	Members of the hear.com Group shall place orders for Products with the
relevant WSA Distributor using the WSA online ordering platform or any other ordering method as agreed between the Parties. Order is subject
to acceptance by WSA.



 


		7.2.	During the Term, members of the hear.com Group shall provide WSA or
the relevant WSA Distributor not less than thirty (30) days before the beginning of each Quarter with a forecast of the Products the members
of the hear.com Group expect to order during that Quarter for each Territory which has in place a fully-signed Local Agreement. Members
of the hear.com Group shall act in good faith when forecasting its requirements for Products.



 


		7.3.	If during a Quarter a member of the hear.com Group considers that it
may not meet its forecast or that its forecast may be exceeded for that Quarter, it shall submit a revised forecast as soon as possible.



 


		7.4.	If WSA or the relevant WSA Distributor anticipates that it will be unable
to meet the forecasted requirements of the relevant member of the hear.com Group provided in accordance with this Clause 7, the relevant
WSA Distributor shall inform the relevant member of the hear.com Group as soon as practicable.



 


		8.	DELIVERY



 


		8.1.	Delivery shall be effected:



 


		(a)	when the relevant WSA Distributor (or its carrier or agent), posts through
the letter box or delivers to an employee the Products at the Delivery Address. The relevant WSA Distributor may deliver Orders by instalments,
which may be invoiced and paid for in equivalent instalments; or 



 


		(b)	if posted, when the Products are received at the Delivery Address.



 


		8.2.	WSA shall be responsible for all packaging requirements in accordance
with WSA’s standard packaging policy and materials such that Products will be delivered safely and without damage. The Products
shall be marked in accordance with any applicable regulations or requirements of the carrier, and properly packed and secured so as to
reach the Delivery Address in an undamaged condition. WSA shall ensure that a delivery note identifying the customer’s name shall
accompany each delivery and shall be displayed prominently.



 


		8.3.	All Products will be supplied by WSA on a Carriage and Insurance Paid
To basis to HC or one of its affiliated partner providers. For the shipping cost the prices of the local WSA Affiliate shall apply. The
delivery time for each order shall under normal circumstances not exceed seven (7) Working Days for ITE hearing aids and three (3) Working
Days for other products, including BTE hearing aids. The delivery time for repair cases shall not exceed 6 days. In case of delays, the
corresponding WSA Affiliate shall promptly communicate to the HC Affiliate and estimate the time of the delivery. The delivery performance
by WSA must be 95% (ninety-five percent) in case of hearing aids and 90% (ninety percent) in case of spare parts and accessories for a
twelve (12) month period. Partial shipments may be made. In the event that WSA fails to meet the delivery performance in a twelve (12)
month period, HC and WSA shall promptly examine the delivery process, identify the weakness and work together in good faith to meet the
delivery performance.



 


		9.	RISK AND TITLE



 


		9.1.	Risk and title in the Products shall pass to the relevant member of
the hear.com Group upon delivery in accordance with Clause 8.1 or in the case of delivery by instalment upon delivery of each instalment.



 


		9.2.	Where payment or part payment for the Products has been made prior to
delivery, title in the Products purchased shall immediately vest in the relevant member of the hear.com Group and the relevant WSA Distributor
shall identify such Products as the property of the relevant member of the hear.com Group and keep them separate from other goods at all
times.



 


		9.3.	If a carrier is appointed for the delivery of Products, it shall be
deemed to be acting on behalf of the relevant WSA Distributor in carrying out the delivery and not of the relevant member of the hear.com
Group.



 






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		10.	MANUFACTURER'S WARRANTY



 


		10.1.	WSA shall provide a manufacturer’s warranty, covering manufacturing
defects or faults arising from normal hearing aid use, for those of the Products and for the period set out in Section 1 of SCHEDULE
D - MANUFACTURERS' WARRANTY PERIOD, PRODUCT WARRANTY AND RETURNS TERMS ("Warranty")
in respect of the relevant Territory ("Manufacturer’s Warranty Period"). In the
event of a fault in a Product covered by the Warranty (other than Non-Warranty Faults set out in clause 10.2 below), WSA or the relevant
WSA Distributor shall repair or replace, as determined by WSA, the Product in accordance with and subject to the terms set out in the
Product Warranty and Returns Terms, and subject to the exclusions in Clause 10.2. Repairs or replacements may be made with products or
parts that are new, used or refurbished.



 


		10.2.	As far as permitted by Applicable Laws, WSA shall not be obliged to
repair Products within the Manufacturer’s Warranty Period in the event that:



 


		(a)	the defect arises because the relevant member of the hear.com Group
or end-customer failed to follow WSA's written instructions as to the storage, fitting, use and/or maintenance of the Products; 



 


		(b)	the defect arises as a result of excessive cerumen contamination or
water damage; 



 


		(c)	the defect arises as a result of wilful damage, negligence or abnormal
storage conditions; or



 


		(d)	any unauthorised, unqualified or third-party repair work on the Products,



 


or such fault is otherwise excluded from
warranty cover under the Product Warranty and Returns Terms (together these shall be "Non-Warranty Faults").


 


		10.3.	Faults in non-custom Products covered under the Product Warranty and
Returns Terms (except for Non-Warranty Faults) reported to WSA within the Manufacturer’s Warranty Period shall be repaired, or Products
replaced, by WSA (or the relevant WSA Distributor) at WSA's cost.



 


		10.4.	All repairs of faults in Products which arise outside the Manufacturer’s
Warranty Period shall be charged at WSA's standard service charges as set out in Section 4 of SCHEDULE A - PRODUCTS, SERVICES AND PRICES
(or the relevant Local Agreement). Repairs may be made with products or parts that are new, used or refurbished.



 


		10.5.	All Warranty returns of Products shall be at the sole cost and risk
of the relevant member of the hear.com Group.



 


		10.6.	To the extent permitted by Applicable Laws, WSA and the WSA Distributors
makes no warranty other than to HC and those members of the hear.com Group with whom it has a contractual relationship and as set forth
in this Clause 10 that such warranty is in lieu of all other warranties, express or implied, including but not limited to any express
or implied warranty of merchantability or fitness for particular purposes, and as such constitutes the only warranty made with respect
to the Products and Repair Services and any defect, deficiency or nonconformity in any product, service or other item furnished under
this Framework Agreement.



 


		11.	RETURNS POLICY



 


		11.1.	End-customers of the relevant members of the hear.com Group shall be
entitled to return Products within the relevant period set out in the “Exchange and Return Policy” in the Product Warranty
and Returns Terms, subject to the terms of the Product Warranty and Returns Terms. All returns must be made in accordance with the Product
Warranty and Returns Terms.



 


		12.	ADVERTISING



 


		12.1.	Members of the hear.com Group shall promote the Products at their own
cost. All advertising carried out by them in relation to the Products shall be at their own cost.



 


		12.2.	HC shall observe all reasonable directions and instructions given to
it by WSA in respect of the use of the WSA Trade Marks and any WSA Branding in the Marketing Materials, and the information provided in
respect of any of the Products in such Marketing Materials.



 


		12.3.	HC shall ensure that any information provided in relation to the price
of the Products, including in any Marketing Materials, is clear and accurate and is not misleading.



 






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		12.4.	HC shall ensure that all Marketing Materials used by members of the
hear.com Group shall:



 


		(a)	comply with the WSA Brand Guidelines and that the presentation of the
WSA Trade Marks and WSA Branding in Marketing Materials is solely in the form and manner approved by WSA from time to time;



 


		(b)	in no way reduce or diminish the reputation, image and/or prestige of
any of the WSA Trade Marks, the WSA Branding or of the Products; and



 


		(c)	comply with all Applicable Laws (including all applicable advertising
codes of practice and Applicable Laws in relation to the advertising of medical devices in the relevant Territory).



 


		12.5.	HC shall ensure that all information provided by HC and the members
of the hear.com Group in relation to the Products, including in any Marketing Materials, is accurate and correct and conforms to the product
data sheets, technical and User Guides and information provided by WSA.



 


		12.6.	HC shall not, and shall ensure that members of the hear.com Group shall
not, without WSA's prior written consent, make any representations, warranties, guarantees or other commitments with respect to the specifications,
features or capabilities of the Products which are inconsistent with those contained in product data sheets provided by WSA, or make any
representations, warranties, guarantees or commitments which extend beyond or which are inconsistent with the terms of any product warranties
provided by WSA in the Product Warranty and Returns Terms in connection with the Products, or otherwise incur any liability on behalf
of WSA.



 


		12.7.	HC shall indemnify and keep WSA indemnified from and against any liabilities,
claims, costs or expenses, damages and losses (including any direct, indirect and consequential losses, and all interest, penalties and
legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which may be suffered or
incurred by WSA or the WSA Distributors arising out of or in connection with:



 


		(a)	any representations, warranties, guarantees or other commitments made
or given by any member of the hear.com Group with respect to the specifications, features or capabilities of the Products which are inconsistent
with those contained in product data sheets provided by WSA; or



 


		(b)	any representations, warranties, guarantees or commitments made or given
by any member of the hear.com Group which extend beyond or which are inconsistent with the terms of any product warranties provided by
WSA in the Product Warranty and Returns Terms in connection with the Products.



 


		12.8.	From time to time during the Term, WSA may provide WSA Promotional Materials
to the hear.com Group, but WSA shall be under no obligation to specially prepare and/or provide the same. HC undertakes to use, and to
ensure that its Affiliates shall use, any such WSA Promotional Materials solely for the purpose of advertising and/or selling the Products
in accordance with this Framework Agreement.



 


		13.	TRAINING



 


		13.1.	WSA, or the relevant WSA Distributor, shall provide training for Branded
Products to the relevant hearing aid dispensers employed or engaged by any members of the hear.com Group in the operation and fitting
of the Products in accordance with WSA prevailing guidelines in the relevant Territory. Training for new Products shall be provided on
dates to be agreed by the relevant WSA Distributor and the relevant hear.com Group member in that Territory. 



 


		13.2.	HC, or the relevant member of the hear.com Group, shall provide training
for Horizon Private Products to the relevant WSA Distributor and the hearing aid dispensers employed or engaged by the relevant member
of the hear.com Group in the relevant Territory. Training on new Horizon Private Products supplied shall be provided on dates to be agreed
by the relevant WSA Distributor and the relevant hear.com Group member in that Territory.



 


		13.3.	HC shall ensure that all hearing aid dispensers employed or engaged
by any members of the hear.com Group to fit the Products shall be suitably skilled, experienced and qualified to carry out such services.



 


		14.	SOFTWARE



 


		14.1.	Any software is licensed, not sold, to HC. It is protected by intellectual
property laws and treaties worldwide and contains trade secrets in which WSA and its licensors reserve and retain all rights not expressly
granted to HC.



 






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		14.2.	HC shall have a non-exclusive and non-transferable license to use such
software solely in conjunction with the Products and only for the purpose(s) stated in the Product description and in accordance with
the User Guides made available by WSA. HC shall not modify, reproduce or copy any such software, or any portions thereof, without WSA's
prior written consent. Except to the extent that the Parties may otherwise agree in writing, HC's license to use such software shall terminate
upon: (a) discontinuance of use of the hardware delivered hereunder in which such software is initially installed; (b) discontinuance
of payment of the applicable periodic license and maintenance fees, if any; or (c) a breach of any of the above-stated license terms.
All copies of the software with respect to which the license is terminated shall be returned to WSA promptly after such termination.



 


		14.3.	WSA provides the software “as is” and provides no warranty
that the software will be uninterrupted or free from errors. All conditions, warranties or other terms which may be implied or incorporated
into this Framework Agreement in relation to the software, whether by statute, common law or otherwise, are hereby excluded, including
any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.



 


		15.	INTELLECTUAL PROPERTY RIGHTS



 


		15.1.	WSA grants a non-exclusive, revocable, royalty-free licence to HC and
its Affiliates during the Term to:



 


		(a)	use the WSA Trade Marks in the Territories for the promotion and sale
of the Branded Products (including the use of the WSA Trade Marks in advertisements for the Branded Products), in accordance with the
terms of this Framework Agreement, and not otherwise; and



 


		(b)	promote, advertise and sell the Products in the Territories in accordance
with the terms of this Framework Agreement.



 


		15.2.	HC acknowledges and agrees that, as between the Parties, WSA absolutely
and unconditionally owns the WSA IP.



 


		15.3.	HC shall ensure that each Affiliate shall strictly comply with all directions
and guidelines of Supplier, including WSA Brand Guidelines, regarding such use of the WSA Branding.



 


		15.4.	The benefit of and all goodwill that the hear.com Group may generate
or acquire in respect of their use of any WSA Branding shall at all times enure to WSA (or, at WSA's request, its nominee). Other than
as expressly set out in this Framework Agreement, WSA does not grant any right, title or interest in or to any WSA Branding to HC or any
of its Affiliates. HC shall, at HC's own cost and expense, promptly do or ensure to be done all such further acts and things (including
the execution of documents) as WSA may reasonably require in order to give full effect to this Clause 15.4 and/or in order to maintain
the validity and enforceability of any of WSA's Intellectual Property Rights.



 


		15.5.	HC shall, and shall ensure that each Affiliate shall, market and sell
the Branded Products only under the WSA Trade Marks, and not in association with any other trade mark, brand or trade name, except as
permitted in any Brand Guidelines issued by WSA. WSA shall include on the Branded Products and/or their packaging the WSA Trade Marks,
together with any Patent numbers where appropriate and such proprietary notices as WSA may deem appropriate from time to time.



 


		15.6.	HC shall not, and shall ensure that each Affiliate shall not:



 


		(a)	without the prior written consent of WSA, alter, deface, remove or make
any addition to the labelling or packaging of the Branded Products displaying the WSA Trade Marks; or



 


		(b)	alter, deface or remove any reference to the WSA Trade Marks, any reference
to WSA or any other product name displayed on the Branded Products, any reference to the Patents, or any proprietary notice of WSA on
the Branded Products or their packaging or labelling.



 


		15.7.	Save as expressly provided in clause 15.1, HC shall not, and shall ensure
that each Affiliate shall not, sub-license, transfer or otherwise deal with the rights of use of the WSA Trade Marks granted under this
Framework Agreement.



 






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		15.8.	HC acknowledges that the Products are premium products and the value
of the WSA Trade Marks established by WSA and shall use its best endeavours to uphold and maintain the value of the WSA Trade Marks and
the Products in its promotion, advertising and sale of the Products.



 


		15.9.	HC shall not, and shall ensure that each Affiliate shall not, do or
omit to do or allow to be done, anything that could adversely affect the validity or reputation of any of the WSA Trade Marks or which
may weaken, damage or be detrimental to any of the WSA Trade Marks or the reputation or goodwill associated with the Trade Marks.



 


		15.10.	HC shall promptly give notice in writing to WSA if it becomes aware
of:



 


		(a)	any infringement or suspected infringement of the WSA Trade Marks or
any other Intellectual Property Rights relating to or subsisting in the Products within the Territory; or



 


		(b)	any claim that any Product or the manufacture, use, sale or other disposal
of any Product within the Territory infringes the rights of any third party.



 


		15.11.	In respect of any matter that falls within clause 15.10 in relation
to the WSA IP:



 


		(a)	WSA shall in its absolute discretion, decide what action to take in
respect of the matter (if any). WSA will not be obliged to bring or defend any proceedings whether for infringement or otherwise in relation
to the WSA IP if it decides in its sole discretion not to do so and HC will not be entitled to bring any action for infringement; and



 


		(b)	WSA shall conduct and have sole control over any consequent action that
it deems necessary and HC shall not make any admission of liability, agreement or compromise in relation to such action without WSA’s
prior written consent; and



 


		(c)	HC shall, and shall ensure that its Affiliates shall, at WSA’s
request, provide such reasonable assistance as is required by WSA in connection with any action taken by WSA under this clause 15.11.



 


		15.12.	To the extent that any matter that falls within clause 15.10 relates
to the hear.com Trade Marks, such matter shall be dealt with in accordance with Clause 4 of the Trade Mark Licence set out in SCHEDULE
E - TRADE MARK LICENCE AGREEMENT.



 


		15.13.	WSA alone is responsible for the registration and maintenance of any
marks or designs that relate to the Branded Products. HC shall not, and shall ensure that each Affiliate shall not, obtain or try to obtain
or register for itself anywhere in the world any trade marks or trade names the same as or similar to the WSA Trade Marks.



 


		15.14.	HC shall not, and shall ensure that none of its Affiliates shall, use
the WSA Trade Marks as part of the name under which HC or any of its Affiliates conducts its business, or any connected business, or under
which it sells or services any products (except the Products), or in any other way, except as expressly permitted hereunder.



 


		16.	CONFIDENTIALITY AND DATA PROTECTION



 


		16.1.	Each Party undertakes to keep, and shall procure that its Affiliates
keep, as confidential all Confidential Information belonging to the other Party and their respective Affiliates and to not, either during
or after the Term, use or disclose any such Confidential Information, except with the prior written consent of the other Party or as permitted
by this Clause 16.



 


		16.2.	Each Party may, strictly for the purposes of performing, implementing
and/or exercising that Party’s rights and/or obligations under this Framework Agreement and/or seeking professional advice in respect
of the same, use the other Party’s Confidential Information and/or disclose it under obligations of confidence to that Party’s
employees, officers, agents, personnel and/or professional advisors. Each Party shall take all reasonable steps and precautions to ensure
that the other Party’s Confidential Information and that of their Affiliates remains confidential at all times and the persons to
whom it makes such disclosures comply with the confidentiality obligations contained in this Clause 16 as though they were a party to
this Framework Agreement. Each Party shall at all times remain primarily responsible for any unauthorised use or disclosure of the other
Party’s Confidential Information by it and/or any person to whom it has disclosed the same.



 


		16.3.	The obligations of confidentiality in this Clause 16 shall not extend
to any matter which a disclosing Party can demonstrate:



 






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		(a)	is in, or has become part of, the public domain, other than as a result
of a breach of confidence by the disclosing Party or any person to whom such Party has disclosed Confidential Information; 



 


		(b)	was in the disclosing Party’s or its Affiliate’s written
records prior to the Commencement Date and not subject to confidentiality obligations; 



 


		(c)	was independently disclosed to the disclosing Party without obligations
of confidence by a third party entitled to disclose the same; or



 


		(d)	is required to be disclosed under any Applicable Law, or by order of
a court or governmental body or authority of competent jurisdiction, provided that to the extent it is legally permitted to do so, it
gives the other Party as much notice of such disclosure as possible, limits the information so disclosed, takes into account the reasonable
requests of the other Party in relation to the content of such disclosure and provides all reasonable assistance (at the other Party’s
cost) in seeking a protective or similar order restricting the extent of the disclosure.



 


	16.4.	Neither Party shall make any announcement, press release and/or statement
relating to the other Party and/or in connection with this Framework Agreement at any time during or after the Term, except with the prior
written agreement of the other Party and/or to the extent required pursuant to any Applicable Law or by an order of a court or governmental
body or authority of competent jurisdiction.



 


	16.5.	HC shall not provide WSA with any personally identifiable information
(including but not limited to the name, gender, age, passport number, identity card number, contact information and health information)
(collectively "Personal Data"), unless such information is specifically requested by
WSA or required to be provided by Applicable Laws. HC represents and warrants that it shall comply with all applicable data protection
laws and further represents and warrants that it has obtained and shall have obtained all consents and authorizations necessary by virtue
of Applicable Laws or otherwise of all data subjects for HC to disclose their personal data to WSA (including for the purposes set out
above). Upon WSA's request, HC shall promptly provide a copy of any data subject’s consent for disclosure to WSA. Where requested
by WSA, HC shall enter into a data processing agreement on WSA’s standard terms setting out its obligations in relation to such
Personal Data and to enable WSA to process the Personal Data. HC shall indemnify WSA and its Affiliates against any loss or damage suffered
or any costs incurred by WSA or its Affiliates because of a breach by HC of this Clause 16.5.



 


		16.6.	This Clause 16 shall continue in force following termination of this
Framework Agreement.



 


		17.	WARRANTIES AND LIABILITY



 


		17.1.	Each Party hereby represents, warrants and undertakes to the other Party
that:



 


		(a)	it has full authority to enter into this Framework Agreement and to
perform its obligations hereunder; and



 


		(b)	the individual executing this Framework Agreement on the Party’s
behalf has all requisite corporate authority to act on such Party’s behalf and to cause this Framework Agreement to be valid and
binding upon such Party.



 


		17.2.	WSA shall be liable under this Framework Agreement only in accordance
with the manufacturer's warranty set out in Clause 10 and returns policy set out in Clause 11. WSA shall have no further liability under
this Framework Agreement whatsoever. WSA's liability to HC under this Framework Agreement shall in all circumstances (including breach
of contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise) be limited per incident to (a) the value of the
affected Products or Repair Services provided by WSA to HC (provided that HC has paid for such affected Products or Repair Services to
WSA); or (b) USD100,000 (whichever is lower). Further, in no event shall WSA's total liability per Quarter exceed an amount equal to 20%
of the aggregate net invoice value of Products sold to HC in that Quarter. The limitations set forth in this clause shall not apply to
liability for death or personal injury caused by negligence, liability for fraud or any other liability which cannot be excluded under
Applicable Laws.



 


	17.3.	Under no circumstances whatsoever shall WSA be liable to HC, whether
in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss
of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or
information, procurement of substitute goods and/or services, or any special, indirect or consequential damage suffered by HC that arises
under or in connection with this Framework Agreement.



 






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	17.4.	HC shall remain responsible for all acts and omissions of any member
of the hear.com Group as if such acts or omissions were its own.



 


	18.	REGULATORY



 


	18.1.	HC represents and warrants that:



 


		(a)	HC and members of the hear.com Group are not excluded or suspended from
any public health care purchasing or reimbursement programs;



 


		(b)	all laws, rules or any other regulations, including for the importation
and sale of medical devices, have been and shall at all times be duly complied with by HC and members of the hear.com Group; 



 


		(c)	HC and members of the hear.com Group shall install and maintain a complaint
register to ensure the monitoring of complaints; 



 


		(d)	HC and members of the hear.com Group shall regularly check labelling
of all Products which are deemed medical devices for conformity with applicable regulations and the conformity assessment; and



 


		(e)	HC and members of the hear.com Group shall not remove, change or obscure
any labelling on any Product.



 


	18.2.	HC and members of the hear.com Group shall maintain control of records
by ensuring the efficient storage of: (a) documentation for traceability, together with invoices, of the sold Products to the end-users;
(b) customer complaints or adverse market surveillance information; (c) records and documentation of recalls; (d) samples and sales literature;
(e) product registrations in the territories where the Products are sold with applicable government agencies or health authorities; and
(f) any registration, approval or filing of these records and documentations. HC and members of the hear.com Group shall report to WSA
all information relating to any Incident or Near Incident, Adverse Events, Product Complaints and Medical Device Malfunctions that are
brought to its attention involving Products purchased from WSA or its WSA Distributors promptly upon their receipt. Incidents are understood
to comprise any malfunction or deterioration in the characteristics and/or performance of a Product as well as any inadequacy in the labelling
or the instructions for use, which might lead to, or might have led to the death of a patient or user or to a serious deterioration in
the patient's or user's state of health.



 


	18.3.	HC and members of the hear.com Group must be able to fully trace any
Product within two (2) Working Days to the end-user.



 


	18.4.	HC and members of the hear.com Group shall forward all Product complaints
to WSA as soon as these are identified and no later than three (3) Working Days. Such obligation includes any oral, electronic or written
complaints of any deficiencies related to labeling, quality, durability, reliability, safety, effectiveness or performance of any Product.



 


	18.5.	HC and members of the hear.com Group are obliged to follow WSA's vigilance
procedures for the medical devices, and shall inform WSA immediately of any oral, electronic or written complaints or reports, either
from competent authorities or from end-users or others, on Incidents or Near Incidents involving the Products so that WSA may be able
to react appropriately, including notifying national health authorities.



 


	18.6.	HC and members of the hear.com Group acknowledge that WSA may issue
a recall or a Field Safety Corrective Action if a recall of a Product is needed or if Advisory Notice is needed. HC and members of the
hear.com Group shall comply with all instructions set out in any Field Safety Notice or Advisory Notice and any reasonable requests within
five (5) Working Days and WSA shall bear the costs of such product recall where such recall is not attributable to the negligence of HC
or the relevant members of the hear.com Group. For the avoidance of doubt, WSA shall, in its sole discretion, have the final decision
as to any recall, Field Safety Corrective Action and any communication made to the public, and it shall be the party to handle such recall
or Field Safety Corrective Action, including but not limited to final recall, removal, correction, withdrawal decision, the communication
to the competent authorities and notified bodies, the public and surveys, as well as logistic processes regarding the returned Products.




 


	18.7.	To the extent that HC or any member of the hear.com Group outsources
any services (including but not limited to installation and/or servicing) to third parties, HC or any member of the hear.com Group shall
procure that such third party complies with the obligations of this Clause 18. WSA shall be notified of any such outsourcing activities
prior to commencement of the same and shall be subject to WSA's prior written consent.



 






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	18.8.	In case any registrations of Products, approvals or permissions are
made in HC's or any member of the hear.com Group's name (except for Horizon Private Products), HC shall immediately assign and transfer
any such registrations, approvals and permissions relating to WSA or the Products in the Territory to WSA or its nominee at no cost to
WSA upon termination of these Terms or upon WSA's written request.



 


	18.9.	WSA and the WSA Distributors have the property right to all registrations
of Products with authorities and approvals, permissions etc. from authorities. HC and members of the hear.com Group are not authorised
to act on WSA's or any of the WSA Distributors' behalf in correspondence with any authorities unless a written, duly signed power of attorney
is provided by to HC for this specific purpose.



 


	18.10.	In order to ensure the highest quality standards, HC and members of
the hear.com Group shall use only genuine spare parts provided by the manufacturer for the contractual product.



 


	18.11.	The WSA technical documentation (User Guide, safety manual and data
sheet) provides HC and the members of the hear.com Group with the master user documentation. HC and the members of the hear.com Group
shall keep the content of this master user documentation in the local user documentation. HC and the members of the hear.com Group are
responsible to hand over the technical documentation together with the product to the end-customer.



 


	19.	COMPLIANCE WITH LAWS



 


	19.1.	HC represents and warrants that it and any party acting on its behalf
(including but not limited to its employees, agents and business partners), together with the members of the hear.com Group and any party
acting on their behalf (including but not limited to their employees, agents and business partners), shall strictly comply with all applicable
laws and regulations, including without limitation any laws and regulations relating to taxation, anti-corruption, anti-bribery, antitrust,
anti-money laundering or any other criminal laws, rules or regulations. HC shall forthwith, and in any event within ten (10) days, notify
WSA in writing upon becoming aware that any of the foregoing representations and warranties are no longer true and correct, or upon being
requested directly or indirectly by a third party or any WSA officer or employee to violate any law or regulation in connection with this
Framework Agreement or any Local Agreement.



 


	19.2.	HC further represents and warrants that:



 


		(a)	neither it nor its Affiliates, directors, managers, officers, employees,
agents, or representatives is a person or entity, or is owned or controlled by a person or entity, that is (i) a Specially Designated
National or Blocked Person or which otherwise appears on any list maintained by the US Department of the Treasury's Office of Foreign
Assets Control (including, without limitation, the List of Specially Designated Nationals and Blocked Persons or any successor list(s)),
by the US Commerce Department, or by the US Department of State; or (ii) identified on the European Union's Consolidated List of Sanctions,
the UK HM Treasury's Consolidated List of Financial Sanctions Targets, the UK Export Control Organisation's Iran List; or (iii) identified
on Singapore's Lists of Designated Individuals and Entities; or (iv) otherwise designated as subject to financial sanctions or prohibited
or restricted from receiving US, EU, Singapore, or UK services or any other equivalent local provisions; 



 


		(b)	it shall exercise the rights granted to it under this Framework Agreement
in accordance with such terms and any and all restrictions and guidelines imposed by WSA; 



 


		(c)	it will comply and will ensure that its Affiliates, directors, managers,
officers, employees, agents, and representatives comply with all applicable laws, including US, EU, Singapore and UK sanctions laws and
regulations, in performing hereunder. HC agrees to notify WSA immediately in writing of any change in ownership or control that might
violate or otherwise impact the representations made in this Clause 19, and



 


		(d)	it understands that any products, software, or technology, including
technical data, it receives from WSA may be subject to export controls. HC covenants and agrees to comply with applicable export controls.



 


	19.3.	HC agrees to comply, and will ensure that members of the hear.com Group
comply, with the US Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act, and
the laws of the country in which any transactions are made or services are provided under this Framework Agreement. Without limiting the
generality of the foregoing, HC represents and warrants and covenants and agrees as follows:



 






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		(a)	neither HC nor, to its best of its knowledge, any person or entity working
on HC's behalf or its Affiliates in connection with this Framework Agreement is (or will be at any time during the applicable term): (i)
an officer, agent or employee of any government or any agency, instrumentality or department thereof (collectively "Government");
or (ii) a person acting in an official capacity or any other manner on behalf of any such Government; or (iii) an official of any political
party, holder of any political office, or candidate for any political office; or (iv) an entity directly or indirectly owned or controlled
by any such Government, or an officer, agent or employee of such entity; or (v) an officer or employee of a public international organization
(each of the foregoing (i) to (v) is an "Official"); 



 


		(b)	in connection with the performance of this Framework Agreement, HC shall
not, and shall ensure that its Affiliates shall not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any
money or offer, promise to give, or authorize the giving of anything of value to any Official or any person while knowing or having reason
to know that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any such
Official or any such person for the purpose of (a) influencing any action or decision of such Official or any such person including, without
limitation, a decision to fail to perform his or its official functions; (b) inducing such Official to use his or her influence with any
Government to affect or influence any act or decision of such Government; or (c) securing an improper advantage, in each case in order
to assist in obtaining or retaining business for or with, or directing business to, any person, including obtaining preferential regulatory
approvals; and



 


		(c)	in connection with the performance of this Framework Agreement, HC shall
not, and shall ensure that its Affiliates shall not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any
money or offer, promise to give, or authorize the giving of anything of value to any other person or entity if such payment would violate
the FCPA, the UK Bribery Act, and/or laws of the country in which the transaction is made and/or services are provided under this Framework
Agreement.



 


		19.4.	HC and members of the hear.com Group agree to keep, and make available
in case of an audit as referenced in Clause 19.6, books and records that accurately describe in detail all products and services received,
and payments made, by HC and members of the hear.com Group, as well as evidence of fulfilment of its obligations under this Clause 19
(including but not limited to having carried out compliance trainings commensurate with HC's business).



 


		19.5.	HC and members of the hear.com Group shall provide all such information,
documents, confirmations or assurances to WSA as it may request from time to time to its satisfaction to confirm that HC and members of
the Hear.com Group comply and continue to comply with all Applicable Laws.



 


		19.6.	Without limiting the generality of Clause 19.5, WSA or a third party
retained by WSA shall be entitled to conduct an audit of all Products and services received by HC and members of the hear.com Group under
this Framework Agreement if (a) WSA has obtained information which WSA determines to indicated that HC or any members of the hear.com
Group may have breached any of its obligations, representations or warranties under this Clause 19, or (b) the results of WSA’s
internal assessments indicate a potential corruption risk. HC shall, and shall ensure that members of the hear.com Group, fully cooperate
in any audit which may be conducted.



 


	19.7.	Unless otherwise agreed to in writing by WSA, all payments made by HC
and members of the hear.com Group shall be paid by electronic bank transfer. WSA and the WSA Distributors will not accept payments from
HC or members of the hear.com Group in cash or bearer instruments, or from an account in a country other than (a) the country of incorporation
of HC or the relevant member of the hear.com Group, or (b) the country in which HC or the relevant member of the hear.com Group has its
principal or substantial place of business. HC and the members of the hear.com Group warrant and represent that no payments will be made,
directly or indirectly, through any trust, intermediate entity or other third party.



 


	19.8.	To the extent required by Applicable Laws, HC and members of the hear.com
Group shall ensure that Products are only assembled using biocompatible materials in accordance with ISO 10993 and are fitted and sold
by trained professionals maintaining all necessary licenses and certifications. HC is further not allowed to use CE marking. WSA may require
HC and members of the hear.com Group to provide evidence of its compliance with this clause if WSA becomes aware or has reason to suspect
non-compliance by HC.



 






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		19.9.	HC and members of the hear.com Group shall indemnify and hold harmless
WSA and the WSA Distributors from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to
any non-compliance with this Clause 19 by HC and members of the hear.com Group, and HC and members of the hear.com Group shall compensate
WSA and the WSA Distributors for all losses and expenses resulting thereof.



 


		19.10.	WSA and the WSA Distributors shall not be obliged to perform any obligations
under this Framework Agreement, and/or may terminate this Framework Agreement, or any other agreement, with immediate effect and without
any liability by giving written notice to HC or members of the hear.com Group if WSA or a WSA Distributor, in its sole discretion, is
of the view that: (a) HC or a member of the hear.com Group is in breach of any of the warranties, certifications, or representations provided
in this Clause 19; or (b) the performance of this Framework Agreement, in whole or in part, or any transactions governed by this Framework
Agreement, would cause WSA or the WSA Distributor to breach any term, warranty, condition, or other provision of any contract or undertaking
to which the WSA and/or any of its Affiliates is a party, which exists at the date of this Framework Agreement or which the WSA enters
into after the date of this Framework Agreement; or (c) any transactions contemplated under this Framework Agreement would be in breach
of, or otherwise targeted by any laws or regulations, including sanctions and export control laws; or (d) any transactions contemplated
under this Framework Agreement could potentially constitute a sanctionable activity under US secondary sanctions, or give rise to retaliatory
measures by the US Government or any other government or regulatory authority.



 


		20.	TERMINATION



 


		20.1.	Either Party may terminate this Framework Agreement or the relevant
Local Agreement with immediate effect by written notice upon the occurrence of one of the following events:



 


		(a)	there exists an event as described in Clause 20.3 which continues for
more than three (3) months; 



 


		(b)	the other Party commits a material breach of any term of this Framework
Agreement or any relevant Local Agreement if such breach cannot be remediated or (if such breach can be remediated) fails to remedy that
breach within a period of thirty (30) days after being notified in writing to do so; or



 


		(c)	the other Party voluntarily files a petition in bankruptcy or a petition
in bankruptcy is involuntarily filed against the other Party (which petition is not discharged within thirty (30) days after filing).



 


	20.2.	WSA may terminate this Framework Agreement and/or any relevant Local
Agreement with immediate effect by written notice upon the occurrence of one of the following events:



 


		(a)	HC or a member of the hear.com Group fails to pay any amount due under
this Framework Agreement or relevant Local Agreement on the due date for payment and remains in default not less than fourteen (14) days
after being notified in writing to make such payment; 



 


		(b)	HC or a member of the hear.com Group breaches its obligations under
Clauses 15, 16, 18 or 19; or



 


		(c)	a company competing with WSA acquires, directly or indirectly, more
than five percent (5%) shareholding interest in HC or a member of the hear.com Group.



 


	20.3.	WSA and the WSA Distributors shall not be liable for any loss or damage
for any delay in delivery or any other failure by WSA and the WSA Distributors to perform this Framework Agreement or Local Agreement
due to any of the following: any acts of government or public authority; compliance with any governmental or public authority rules or
regulations; acts of God or of the public; war; terrorism; civil commotion or riots; civil war; blockades; embargoes; sanctions; calamities;
epidemics; pandemics; floods; fires; earthquakes; explosions; storms; strikes; lockouts; labour disputes or unavailability of labour,
raw materials, component parts, power, utilities, or supplies; non-performance by suppliers or subcontractors; cyber-attacks, or any other
causes beyond the reasonable control of WSA or the relevant WSA Distributor. Should such a delay or failure to perform occur, WSA or the
relevant WSA Distributor may at its sole discretion elect to reasonably extend delivery or production schedules or cancel the order in
whole or in part without liability other than to return any pre-payment.



 


	20.4.	Upon termination of this Framework Agreement (unless agreed otherwise
by the Parties in writing):



 






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		(a)	the licence granted under clause 15.1 shall terminate and HC shall,
and shall ensure that the members of the hear.com Group shall, immediately cease using and shall refrain from in future using or authorising
the use of the WSA Trade Marks and all licences granted pursuant to this Framework Agreement in respect of the same shall immediately
terminate; and



 


		(b)	members of the hear.com Group shall immediately make payment of all
amounts due under this Framework Agreement; and



 


		(c)	HC shall immediately cease using, and shall ensure that all members
of the hear.com Group immediately cease using, all WSA Materials in their possession, power and/or control and HC shall return and ensure
the return (or, at WSA's option, destruction) of all copies of such WSA Materials; and



 


		(d)	save solely to the extent required by Applicable Laws, each Party shall
immediately cease use of and promptly return to the other all Confidential Information belonging to the other Party which is in that Party’s
power, possession or control (or at the other Party’s option, destroy or ensure destruction of the same).



 


	20.5.	Clauses which expressly or by implication survive termination of this
Framework Agreement shall continue in full force and effect.



 


	20.6.	Termination or expiry of this Framework Agreement, however arising,
shall not affect any of the Parties' rights, remedies, obligations or liabilities that have accrued as at termination or expiry.



 


	21.	US Market Changes



 


	21.1.	In the event that the market in the US evolves significantly, including
new regulatory or channel structures, and if such new market conditions require material changes to service conditions or pricing policy,
the Parties will discuss in good faith any changes to the relevant arrangement to enable both Parties to adapt effectively to the new
market conditions in the US in accordance with Applicable Laws.



 


	22.	MISCELLANEOUS



 


	22.1.	If any provision or part-provision of this Framework Agreement is or
becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion
of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Framework Agreement.



 


	22.2.	In entering into this Framework Agreement, each Party acknowledges that
it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently
or negligently) that is not expressly set out in this Framework Agreement.



 


	22.3.	Unless expressly stated otherwise in this Framework Agreement, no variation
of this Framework Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).



 


	22.4.	No failure or delay by a Party to exercise any right or remedy provided
under this Framework Agreement or by law shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent
or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent
or restrict the further exercise of that or any other right or remedy.



 


	22.5.	This Framework Agreement, and any documents referred to in it, including
any Local Agreements, constitute the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.



 


	22.6.	Neither Party may assign, transfer, mortgage, charge, sub-contract or
deal in any other manner with all or any of its rights or obligations under this Framework Agreement without the prior written consent
of the other Party (such consent not to be unreasonably withheld or delayed).



 


	22.7.	This Framework Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the
one agreement.



 






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	23.	THIRD PARTIES



 


	23.1.	Subject to Clause 23.2, no person other than a party to this Framework
Agreement may enforce this Framework Agreement.



 


	23.2.	The Parties agree that:



 


		(a)	any losses or liabilities of any member of the hear.com Group suffers
or incurs shall be deemed to have been suffered and incurred and recoverable by HC (and shall not be deemed to be indirect losses merely
because they were not suffered or incurred by HC directly). WSA agrees that HC shall be entitled to bring such a claim on behalf of any
member of the hear.com Group; and



 


		(b)	any losses or liabilities any of the WSA Distributor suffers or incurs
shall be deemed to have been suffered and incurred and recoverable by WSA (and shall not be deemed to be indirect losses merely because
they were not suffered or incurred by WSA directly). HC agrees that WSA shall be entitled to bring such a claim on behalf of any WSA Distributor.



 


	24.	DISPUTE RESOLUTION



 


	24.1.	The Parties shall negotiate in good faith and shall use their respective
reasonable endeavours to resolve all disputes arising out of or in connection with this Framework Agreement on an amicable basis. Disputes
which cannot be resolved promptly shall be initially referred to a member of the senior management team (in the case of HC) and the Vice
President Global Key Accounts in the case of WSA. If they are unable to resolve the dispute within fourteen (14) days of escalation the
dispute shall be referred to the Group Chief Executive Officer in the case of HC and the Group Chief Executive Officer in the case of
WSA. If the Parties are unable to resolve any dispute within fourteen (14) days of escalation to their Group Chief Executive Officers,
either Party may refer the dispute to arbitration by notifying the other Party in writing.



 


	24.2.	If a dispute is referred to arbitration in accordance with Clause 24.1,
it will be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre
in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in effect at the time of referral, which rules
are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of three
(3) arbitrators. The language of the arbitration shall be the English language.



 


	24.3.	Nothing in this Clause 24 shall prevent the Parties from seeking from
any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do
any act.



 


	25.	GOVERNING LAW



 


	25.1.	This Framework Agreement and any dispute or claim arising out of or
in connection with it, its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed
in accordance with Singapore laws.



 


 


 


	SIVANTOS PTE LTD:
	 
	/s/ R. Van Dijk	 	/s/ Ericz Ezekiel Tay
	Name:	R. Van Dijk	 	Name:	ERICZ EZEKIEL TAY
	Designation:    	VP Key Accounts	 	Designation:  	SENIOR COUNSEL
	 	 	 
	 	 	 
	 	 	 
	HEAR.COM N.V.:
	 
	/s/ Marco Vietor	 	/s/ Paul Crusius
	Name:	MARCO VIETOR	 	Name:	PAUL CRUSIUS
	Designation:    	CO-CEO	 	Designation:  	CO-CEO



 






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