AGREEMENT
1.
EFFECTIVE DATE
This Agreement shall be effective from _____ (“Effective Date”).
2.
2.1
SCOPE OF SERVICES
The Service Partner shall establish the Centre at _________, having
a carpet area of around ________ square feet with requisite facilities
and infrastructure as per the specification and standards of AHLL
within two (2) months from the Effective Date. The Centre shall
contain such facilities and meet such specifications as set out in
Annexure I to this Agreement.
2.2
The Service Partner shall organize, collect, pack and send samples
to the processing lab of AHLL, with instruction of the type of tests
to be conducted. The reports are made available to Service Partner
on billing system as per prevailing turn-around times or as per the
mutually agreed timeline.
2.3
In providing the services specified in clause 2.2 above, the Service
Partner shall comply with the terms, conditions and obligations set
out in Annexure II to this Agreement.
2.4
AHLL shall conduct, on receipt of the samples from the Service
Partner, the prescribed tests and issue the test reports as per the
applicable law, standard procedures and the terms and conditions set
forth in this Agreement, and in particular the obligations set out in
Annexure II to this Agreement.
3.
3.1
WHEREAS, the Second Party understands and acknowledges the
importance of First Party’s high standards of quality, cleanliness,
appearance, and service and the necessity of operating the Sample
Collection Centre hereunder in conformity with First Party’s standards
and specifications as well as in conformity and compliance with the
statutory rules, regulations, notifications, guide lines issued by Central,
State, or Local Authorities.
TERM
This Agreement will be valid for a period of 5 (five) calendar years
from the Effective Date (“Term”). Upon expiry, Agreement may
be renewed for an additional period of 5 years with the mutual
consent of Parties. The Service Partner shall intimate its intention
to renew at least two months prior to expiry of the term granted
herein. Upon failure of the Service Partner to exercise such option
to renew, AHLL shall be entitled to enter into agreement(s) with
any other party, for setting up of a sample collection centre in that
location.
3.2
WHEREAS the Second Party is desirous of entering into an arrangement
with the First Party for the said purpose and has the capability and the
wherewithal to organize, collect, pack and send samples to the First Party
in accordance with specifications/instructions specified by the First Party;
and
The Service Partner understands that AHLL has invested
substantial time and material in setting the process, training staff,
creating intangibles etc. and hence agrees that the Service Partner’s
lock-in period would be for the entire period of agreement i.e., 5
years (“Service Partner’s Lock in Period”). However, there shall
not be any lock in period for AHLL.
4.
4.1
CONSIDERATION, INVOICING AND PAYMENT TERMS
AHLL will pay Service Partner for satisfactorily completed
services performed in a competent and professional manner as set
forth in Annexure III to this Agreement.
4.2
The Service Partner shall submit invoices to AHLL in the manner
set out in Annexure III. In the event the Service Partner fails to
submit invoice as aforesaid, AHLL may, at its discretion, raise a
credit note which will be considered as invoice from Service
Provider for further reconciliations.
This Agreement (“Agreement”) is made and executed at Hyderabad on
this the ________day of ____________________, 2021, by and
BETWEEN
Apollo Health and Lifestyle Limited, a company incorporated under the
Companies Act, 1956, having its Registered Office at # 7-1-617/A, 615
and 616, Imperial Towers, 7th Floor, Ameerpet, Hyderabad-500038,
Telangana, India, hereinafter referred to as the “First Party/AHLL”,
which expression, unless repugnant to the meaning and context, shall
include its successors, legal representatives and assigns;
AND
_________________________________________________(PAN
No.__________________________), residing/address at
__________________________________________________________
_________________________________________________________,
hereinafter referred to as the “Second Party/Service Partner”, which
expression, unless repugnant to the meaning and context, shall include
their successors, heirs, and legal representatives.
WHEREAS, the First Party is in the business of providing health care
services across India.
WHEREAS, the Second Party is interested in opening up a sample
collection centre for carrying on the collection of samples in its premises
situated at
__________________________________________________________
__________________________________________________________
(“Sample Collection Centre/Centre”), to facilitate the customers of the
First Party/AHLL and in getting the tests conducted by the First Party;
WHEREAS the Second Party has a good title to the premises/building
and has the necessary right/permission/approval to establish and run the
proposed Sample Collection Centre and has the right to enter into this
agreement on the terms and conditions outlined hereafter and WHEREAS
both the parties are desirous of reducing this Agreement in writing.
NOW THIS AGREEMENT WITNESSETH AS UNDER:
1
4.3
5.
6.
6.1
License Fee: The Service Partner shall pay AHLL Rs 1000/- per
month as the license fee for the usage of AHLL’s Intellectual
Property which use will be in accordance with Clause 10 below and
the instructions of AHLL and not otherwise. This license fee is
excluding taxes and will be subject to GST at the applicable rate.
MINIMUM PERFORMANCE GUARANTEE
At the end of each 12 months during the term of this Agreement, the 7.
average gross billings from the Center of the Service Partner shall 7.1
be Rs. [] (“Minimum Performance Guarantee”). In case this target
is not reached, AHLL will take appropriate corrective actions and
the Service Partner agrees to be bound by the same.
REPRESENTATION AND WARRANTIES
The Service Partner shall take such steps as are necessary to
ensure that its employees preserve good conscientious
customer relations; render competent, prompt, courteous, and
knowledgeable service. Service Partner and its employees shall
handle all customer complaints, refunds, returns, and other
adjustments in a manner that will not detract the name and
goodwill of AHLL. Service Partner shall be solely responsible
for all employment decisions and functions of the Sample
Collection Centre, including, without limitation, those related
to hiring, firing, training, wage and hour requirements, record
keeping, supervision, and discipline of employees.
6.2
The Service Partner will not shift the Center without prior
written permission from AHLL.
6.3
The Service Partner shall not let out or allow whether by lease,
license or any other arrangement to be used any remaining part,
of the building/premises, in full, or in part, in which the Centre
is situated to a competitor of the AHLL.
6.4
The Service Partner shall use the premises solely for the
operation of the business described herein, shall keep the
Sample Collection Centre open and in normal operation for
such minimum hours and days as AHLL may specify; and shall
refrain from using or permitting the use of the Sample
Collection Centre for any other purpose or activity at any time
without first obtaining the written consent of AHLL; and shall
operate the Sample Collection Centre in strict conformity with
such methods, standards, and specifications as AHLL may
from time to time prescribe in writing or otherwise. Service
Partner shall refrain from deviating from such standards,
specifications, and procedures without AHLL’s written
consent.
6.5
6.6
The Service Partner shall maintain the premises / building in a
clean, orderly condition; as may be required for that purpose,
including, without limitation, such periodic repainting or
replacement of obsolete signs, furnishings, equipment, and
décor as AHLL may reasonably direct. Service Partner shall
renovate and refurbish the premises/building at least once in
every two years in accordance with AHLL’s then-current
standards.
The Service Partner shall fully ensure that it conducts its
business fully, entirely and completely in compliance with
health / sanitary regulations for disposal of infected samples,
used syringes/needles/tubes and other disposable materials etc.
issued by the State and/or the Central Government
AUDIT
Service Partner hereby assures AHLL that AHLL has the
absolute discretion to determine the quality of the service and
remove any deficiency in service rendered by the Service
Partner under this Agreement.
7.2
Service Partner agrees to maintain and make available for
examination and audit by AHLL and its representatives for a
period of three (3) years after receipt of final payment under
this Agreement: (a) accurate records necessary to disclose the
basis for any charges billed to AHLL under this Agreement, (b)
those records necessary to verify compliance with the
provisions of this Agreement.
7.3
AHLL and its representatives shall have the right to audit such
records during normal business hours upon twenty-four (24)
hour notice to Service Partner. All costs and expenses incurred
by AHLL for such an audit shall be paid by AHLL, unless the
inspection discloses errors or omissions more than 5% percent
in Service Partner's favor, in which case the costs and expenses
shall be paid by Service Partner. In the event that an audit
discloses any overcharges on the part of Service Partner, the
prices shall be adjusted to be in accordance with the terms of
this Agreement and the total amount so determined to be
overcharged, at AHLL’s option, shall promptly be credited to
the account of AHLL or paid to AHLL upon demand.
7.4
Upon written request by AHLL, Service Partner shall provide
to AHLL audited financial statements.
8.
8.1
INDEMNITY
Service Partner shall defend, indemnify, and hold harmless AHLL
and its directors, officers, employees, and agents (each a “AHLL
Party”) if any AHLL Party is involved in any cause of action, suit,
arbitration,
alternative
dispute
resolution
proceeding,
administrative hearing or other proceeding, whether of a civil,
criminal, administrative or investigative nature, and any appeal
there from (“Proceeding”) in connection with (a) any act or
omission or misconduct of Service Partner in the performance of
this Agreement, (b) any claim that the services provided under the
Agreement infringe copyright, patent, trademark, or any other
proprietary rights, (c) Service Partner’s failure to comply with any
provision of this Agreement, (d) any claim by any employee, agent
or personnel of Service Partner, or (e) any breach of warranties or
breach of applicable laws under this Agreement; or (f) any claim by
any patient/customer that services provided by the Service Partner
are deficient, faulty, inaccurate, or otherwise not provided in
competent and professional manner against (1) any and all
reasonable attorneys’ fees, retainers, court filing fees, arbitration
2
fees, investigation fees, professional fees, court costs, transcript
costs, fees and expenses of experts, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage,
delivery service fees and other disbursements or expenses of the
types customarily incurred in connection with a Proceeding
(collectively, the “Expenses”), and (2) any and all causes of action,
claims, liabilities, losses, judgments, fines, penalties, settlement
payments, awards, interest, damages (including punitive damages),
diminution in value or any other charge in connection with a
Proceeding (collectively, the “Losses” and together with the
“Expenses”, the “Indemnity Costs”).
8.2
8.3
9.
9.1
Procedure: Service Partner shall, at AHLL’s option and Service
Partner’s expense, intervene in or defend any such Proceeding as
specified above upon notice from AHLL. AHLL agrees to
cooperate reasonably in the defense of any such Proceeding at
Service Partner’s expense. The obligation of Service Partner to pay
any Indemnity Costs of AHLL is immediate, not subject to any right
of set off of Service Partner, and is in no way dependent on any
finding by any judicial, quasi-judicial body, fact-finding party or
arbitration or mediation party. Service Partner shall reimburse
AHLL for any Expenses incurred in full at the end of each month
during a Proceeding upon notice from AHLL. Service Partner shall
pay all Losses to AHLL in full and immediately upon the payment
of any such Loses by AHLL, upon notice by AHLL.
AHLL indemnifies the Service Partner and its representative
harmless against any liability for any claims against the Service
Provider arising directly or indirectly because of any gross
negligence in testing or issuing reports or gross misconduct on the
part of AHLL or its employees/staffs.
intimation to the Service Partner; (e) shall not use the Intellectual
Property in any other business of the Service Partner or its
associates; and (f) shall not outsource any element of the business
to any other person nor involve any of its associates, subsidiaries or
sister concerns without prior written approval of the AHLL.
9.4
Service Partner shall, and procure from its employees or agents or
representatives, agree that all Intellectual Property in any
deliverable created in connection with the provision of services
under this Agreement, shall vest in AHLL unconditionally and
immediately upon its creation. Service Partner shall procure that its
employees or agents or representatives shall deem to have assigned
in favour of AHLL, all rights, title and interest in and to all the
Intellectual Property in the deliverables in perpetuity for no further
consideration. Service Partner shall, and procure that its employees
or agents or representatives, agree that such assignment shall be
absolute, perpetual, worldwide and royalty free.
9.5
The Service Partner hereby expressly agrees that it shall not at any
time: (a) do or suffer to be done any act or thing which may in any
way impair the rights of AHLL to its Intellectual Property; (b)
contest, directly or indirectly, the validity of AHLL’s Intellectual
Property; or (c) use, employ or attempt to register any trademark,
trade name, trade dress, logo, emblem, insignia, symbol which is
the same or deceptively similar to any of the trademarks or any
other Intellectual Property of AHLL given on any stationery,
letterhead, name board or in any other manner unless otherwise
authorized by the AHLL in writing.
9.6
The Service Partner understands and acknowledges that the rights
and duties created by this Agreement are exclusive and personal to
Service Partner and may not be transferred or assigned without
AHLL’s express prior written approval.
INTELLECTUAL PROPERTY RIGHTS
“Intellectual Property” shall refer to all copyrightable works, rights
in business names, trademarks, trade names, industrial designs, 10.
service marks, patents, process, designs and/or inventions as well as 10.1
all rights to source codes, trade secrets, confidential information,
know-how and all other rights of similar character, (regardless of
whether such rights are registered and/or capable of registration) and
all applications and rights to apply for protection of any of the same
belonging to AHLL or its affiliates or group companies.
NON COMPETE
Service Partner shall not enter into any pathology testing activity or
enter into similar covert / overt agreement / MOU / contract / tie-up
or any other arrangement whatsoever with any other/third party, in
any form or substance during the duration of this Agreement or
thereafter (post termination or expiry) for a minimum period of two
(2) years.
9.2
The Service Partner acknowledges it has the right to use the 10.2 The Service Partner also understand that either during the Term of
this Agreement or thereafter, unless otherwise authorized in
Intellectual Property of the AHLL only to the extent as expressly
writing, it shall not, either on its own or through any other third
approved in writing by the AHLL and none of the provisions of this
person, open any other diagnostics center(s) within 3 kms radius of
Agreement shall be deemed or construed as transfer, assignment or
the Sample Collection Centre under this Agreement.
waiver of such Intellectual Property.
9.3
Considering the object of the Agreement, the Service Partner: (a)
shall make use of the Intellectual Property only to discharge its
obligations under this Agreement; (b) shall not either directly or
indirectly use any other marks or methods to develop its business;
(c) shall display the trademarks in accordance with AHLL’s
recommendation in all market promotion materials of the Service
Partner; (d) agrees and acknowledges that the AHLL reserves the
right to change the trademarks at any point of time, with due
10.3 The Service Partner fully understands that the samples collected at
the Sample Collection Centre shall be handed over to the AHLL for
the tests to be conducted at the premises of the AHLL only and the
Service Partner shall not send or hand-over, under any
circumstances whatsoever, any sample to any other laboratory, to
any person/ or competitor of the AHLL etc.
10.4 Liquidated damages: The Service Partner acknowledges and agrees
3
that if it, or any of its agents, employees or representatives,
contravenes this clause 10, AHLL shall be entitled for damages
amounting to Rs. 50,00,000 which is a genuine pre-estimate of the
damages which will be incurred by AHLL due to such breach of
this clause 10, which is without prejudice to AHLL’s right to
approach appropriate courts or tribunals for any other remedy
available to it under the law.
11. TERMINATION
11.1 Termination with Cause: Either Party may, upon written notice to
the other Party, terminate this Agreement without liability in the
event of the other Party’s: (a) material breach of this Agreement or
the obligations hereunder which, unless otherwise provided in this
Agreement, remain uncured at least 14 days after written notice of
such material breach from the non-breaching Party; (b) filing of a
voluntary or involuntary petition in bankruptcy; (c) assignment of a
substantial portion of its assets for the benefit of its creditors; or (d)
inability to meet its financial obligations when due. The rights and
remedies of the Parties contained herein are in addition to any other
rights or remedies provided by the law.
11.2 Termination without Cause: AHLL may terminate this Agreement
or any portion thereof without cause at any time by providing
Service Partner with at least 30 days prior written notice. In the
event AHLL terminates this Agreement prior to their expiration of
the Term, AHLL’s sole liability for such termination shall be to pay
Service Partner for the services completed as of the effective date
of such termination.
11.3 Upon termination of this Agreement for any reason whatsoever, the
Service Partner shall immediately hand over to AHLL all
stationery, papers, documents, software, and other property
belonging to AHLL or any of its affiliates including all confidential
information, without making or retaining any copies thereof and
comply with any other instructions given by AHLL in this regard.
12.
CONFIDENTIALITY
The Service Partner shall not, during the term of this Agreement or
thereafter, communicate, divulge, or use except under the present
agreement for the benefit of the AHLL, any confidential information,
knowledge, or know-how, any secret/ information concerning the
methods of operation of business activities, plans, collaboration etc.
of the AHLL hereunder, which may be communicated to the Service
Partner or of which Service Partner may be appraised by virtue of
Service Partner’s operation under the terms of this Agreement or
Service Partner’s association with the AHLL. In case the Service
Partner is found to be indulging in any such activity this Agreement
will stand terminated forthwith without giving any notice
whatsoever.
13.
LIMITATION OF LIABILITY
Under no circumstances shall AHLL or the Service Partner be liable
for any special, indirect, incidental, exemplary, special or
consequential loss or damages, inter alia including, loss of profit, loss
of use, loss of revenues or damages to business or reputation arising
from the performance or non-performance of any aspect of this
agreement even if the party has been advised of the possibility of
such damages. AHLL shall have no liability of whatsoever nature
arising from or relating to these terms, whether in law or in contract,
in negligence, in tort, statute, under any theory of strict liability or
any other legal theory.
14.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of India. Any dispute
between the parties arising out of or relating to this Agreement,
including with respect to the interpretation of any provision of this
Agreement and with respect to the performance by Service Partner
or AHLL, shall be resolved by arbitration by a single arbitrator
appointed by AHLL. The arbitration proceedings shall be in
accordance with the Arbitration and Conciliation Act, 1996 or any
enactments in substitution thereof. The seat and venue of the
arbitration proceedings shall be at Hyderabad. The award of the
arbitrator shall be final and binding upon the Parties and nonappealable and the Parties agree to be bound by the same and the
successful Party may seek to enforce the same in a court having
jurisdiction. Subject to the foregoing, the parties submit themselves
exclusively to the jurisdiction of competent courts at Hyderabad
15. MISCELLANEOUS
15.1 This Agreement contains the whole agreement between the Parties
relating to the transactions contemplated herein and supersedes all
previous agreements, whether oral or in writing, between the Parties
relating to these transactions. No amendment or waiver of any
provision of this agreement nor consent to any departure by any of
the parties there from shall be effective unless the same shall be in
writing and signed by the Parties hereto and then such waiver or
consent shall be effective only in the specific instance and for the
specific purpose for which given.
15.2 No failure on the part of any Party to exercise, and no delay in
exercising, any right, power or privilege hereunder shall operate as a
waiver thereof or a consent thereto; nor shall any single or partial
exercise of any such right, power or privilege preclude any other of
further exercise thereof or the exercise of any other right, power or
privilege. The remedies herein provided are cumulative and not
exclusive of any remedies provided by applicable law.
15.3 If any provisions of this Agreement are declared to be invalid,
unenforceable or illegal by any competent arbitral tribunal or court,
such invalidity, unenforceability or illegality shall not prejudice or
affect the remaining provisions of this Agreement which shall
continue in full force and effect.
15.4 Each Party to this Agreement is an independent contracting party,
executing this Agreement on a principal-to-principal basis and
nothing herein shall be deemed to constitute a partnership between
the Parties or constitute any Party as the agent, employee or
representative of any other Party.
15.5 The provisions contained in Clauses 9, 10, 11, 12, 14, 16 of this
Agreement shall survive the termination and/or expiry of this
Agreement.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement the day and year first set forth above.
4
FOR APOLLO HEALTH AND LIFESTYLE LIMITED
Authorised Signatory
Name:
Title:
Date:
Witness 1:
FOR
Authorised Signatory
Name:
Title:
Date:
Witness 2:
ANNEXURE-I
ITEMS REQUIRED AT THE SAMPLE COLLECTION CENTRE
1.
Air Conditioner - 2 Ton
2.
Centrifuge machine - Remi 8 head with timer.
3.
Toilet facility in the premises along with necessary fittings and fixtures and supported with supply of running water;
4.
At least one telephone line at the Centre;
5.
Computer System Configuration – at least Intel Core i3 processor, 4 GB RAM and 500 GB HDD
6.
Barcode Printer - TVS LP 45 lite
7.
Printer - HP Laser Jet MFP1136
8.
Back-up inverter for supply of electricity.
9.
Phlebotomy chairs - 1 Nos.
10.
Basic furniture for waiting / reception area and for storing sample collection items etc.
11.
Refrigerator with a capacity of at least 165 liters – frost-free.
12.
Exhaust fan in the toilet.
13.
Well-lit room with stain-free tiles flooring.
14.
Display board for announcements/notices/pictures.
15.
Needle Cutter/ Destroyer.
16.
Waste / syringes/ needles/ Sharps disposal bags etc. as per applicable laws & NABL guidelines.
17.
One independent telephone for patient’s inquiries etc.
18.
Internet connection for logging on to AHLL’s Website.
5
ANNEXURE-II
OBLIGATIONS OF THE PARTIES
A) OBLIGATIONS OF THE SERVICE PARTNER
a)
The Service Partner shall establish the Centre at its own cost having a carpet area of around _______square feet with the facilities and
specifications set out in Annexure I.
b)
The Service Partner shall collect the requisite samples for conducting the pathological test and transport the collected samples from
the center to the processing lab of AHLL. It is agreed and understood by the Service Partner that AHLL shall not be responsible, in
any manner whatsoever, for any failures, delays, leakage, breakages, loss in transit, deterioration due to temperature variation, e.g.,
vaporization of dry ice, thawing of refrigerated gel packs etc. of the samples in which case no report shall be issued by AHLL.
c)
The Service Partner shall use only the IT Software “IT DOSE” provided by AHLL or similar software provided by AHLL, during the
Term of this Agreement. Upon the termination of this Agreement for whatsoever reason, the Service Partner shall stop using the same
from the date of such termination and return it back to AHLL.
d)
The Service Partner undertakes to employ trained phlebotomist, who is a qualified laboratory technologist holding a recognized
DMLT/MLT Diploma for collection and handling of samples at their own expense. This phlebotomist/laboratory Technologist will be
trained for a minimum period of one week at the laboratory of AHLL prior to his/her deployment at the Centre.
e)
The Service Partner shall ensure that appropriate number of phlebotomists are employed by it such that there is atleast ___ number of
phlebotomists available at the Centre on all operating days.
f)
The Service Partner shall deliver the complete test report, as received from AHLL, with diligence and without any mistake or flaw(s),
to the patient / client, in its original form without any additions, deletions or alterations.
g)
The Service Partner shall give reports on the stationery provided by AHLL for the tests done by AHLL.
h)
The stationary provided by AHLL shall be kept under lock and key by the Service Partner. The Service Partner shall not misuse or put
the stationary, logo, or any other material bearing the AHLL’s name, to be used for any purpose other than for discharging its
obligations under the agreement.
i)
The Service Partner shall be liable for any misuse/unauthorized use of the stationery by self or any of its employees, agents,
representatives and in case of any default/violation, an amount shall be levied against Service Partner by AHLL as penalty which shall
be minimum of INR 50,00,000/- (Rupees Fifty Lakhs) or 10 (ten) times of the yearly business whichever is high and in case the
violation by Service Partner or its representatives further continues in spite of levying penalty by the AHLL, then the AHLL can
exercise its right to sue the Service Partner for violations by filing a case in the appropriate court/tribunal.
j)
The Service Partner shall make arrangements to display a prominent glow sign - board showing the name “Apollo Diagnostics” on the
front face wall of the Centre of approximate size 5 feet in length and 3 feet in width, or larger, consisting of the matter AND display
small advertisement boards at different locations in the vicinity and other prominent places. Any approvals or taxes/fees to be obtained
and/or paid for this purpose will be obtained and paid directly by the Service Partner.
k)
The Service Partner shall only use AHLL’s Intellectual Property (defined below) as permitted by AHLL. Any usage without AHLL’s
approval and knowledge by the Service Partner will amount to infringement and AHLL shall recover all the damages as it deems fit
from Service Partner for such infringement.
l)
Service Partner shall, including while collecting samples and handing over the same to AHLL for testing, comply with all the laws,
rules, regulations, guidelines, and policies framed by the Government of India and the State Government and ensure that all the
applicable licenses / registration / approvals and permissions required by Service Partner to operate as per this agreement are valid
during the tenure of the agreement.
m) The Service Partner shall at all times keep within the premises of the Centre, a list of all the tests/investigations, carried out at
laboratory, the rates of the said tests as well as the time duration after which the reports of the said tests will be made available.
n)
The Service Partner shall be responsible for all repair work, painting and decorating, maintenance of hygiene and sanitation pertaining
to the Sample Collection Centre as per the standards and guidelines provided by AHLL.
o)
The Service Partner shall be liable to pay the property tax and all other taxes and levies, penalties, cess, etc., if any, in relation to the
6
Sample Collection Centre as may be imposed by the local, municipal, governmental authorities and shall keep the AHLL indemnified
from all and any claims, demands, attachments and the like pertaining to the said taxes. The Service Partner shall obtain and maintain
all required licenses, permits and certificates as may be required under Central, State or Local Laws for running and maintaining the
Sample Collection Centre. The Service Partner shall conduct its business in compliance with all applicable laws, ordinances and
regulations.
p)
The Service Partner shall pay in advance a minimum amount of Rs. [50,000/-] (Rupees [Fifty Thousand] only) which will be adjusted
against the (i) monies receivable by AHLL and (ii) Payable by AHLL to Service Partner. This adjustment will be done bill wise. The
amount of balance advance at the time of termination/expiry of this Agreement will be paid to Service Partner after reconciliation and
sign off of the same.
q)
The Service Partner shall pay the charges for consumption of electricity, water and for telephones & other communications services.
r)
The Service Partner shall permit AHLL and its agents to enter upon the premises/building at any time during normal business hours,
without insisting on any prior intimation/notice, for the purpose of conducting inspections. The Service Partner shall cooperate with
representatives of AHLL in such inspections by rendering such assistance as they may reasonably request; and, upon notice from
AHLL or its agents, and without limiting AHLL’s other rights under this Agreement, shall take such steps as may be necessary to
correct immediately any deficiencies detected during any such inspection, failing which AHLL may impose any fine as it deems fit
and/or terminate this agreement forthwith.
s)
AHLL shall decide the working days and timing of the operation of the Centre and the same shall be binding on the Service Partner.
B)
OBLIGATIONS OF AHLL
a)
AHLL shall undertake the required lab tests and issue test reports in its own name.
b)
AHLL shall be solely responsible for the tests undertaken and reports issued.
c)
AHLL shall provide all the medical consumables for collecting the samples to the Service Partner.
d)
AHLL shall provide the complete IT Software, viz. IT Dose, to the Service Partner.
e)
AHLL shall ensure appropriate procedures are followed for collection of samples by the Service Partner through regular/periodic
review of the process/workflow, in accordance quality standards set by AHLL.
7
ANNEXURE-III
PRICING, INVOICING AND PAYMENT MECHANISM
A)
COLLECTIONS FROM PATIENTS/CLIENTS
a)
The Service Partner is responsible for collection of fees from the patient/clients on behalf of AHLL. The Service Partner shall
use [IT Dose] or similar software provided by AHLL to bill the patients/clients on behalf of AHLL in accordance with the list of
prices set out in the table below (which is subject to change from time to time at the sole discretion of AHLL which will be
informed by the AHLL to Service Partner). The Service Partner shall raise the bill on behalf of AHLL using the stationery
provided by AHLL which shall bear the brand name of “Apollo Diagnostics”. Further, the bill shall also bear reference to the
Service Partner’s location/Centre address.
b)
All monies collected from patients/clients will accrue to AHLL and the service partner is not entitled to deduct any amounts. All
amounts so collected shall be held in trust by the Service Partner on behalf of AHLL till monthly settlement occurs in terms of
the clauses below.
B) INVOICING AND PAYMENT
a)
The Service Partner shall, on or before the Effective Date, pay an advance to AHLL as set out in clause (p) of Annexure II. The
said advance shall be used by AHLL to set up an account on its IT Dose system with a starting balance reflecting the amount
paid as advance. The Service Partner shall at all times maintain a minimum balance of Rs. [50,000/-] with AHLL.
b)
As and when the Service Partner receives payment from patients/clients, a specified percentage from the amount received from
the patients and clients shall become due and payable to the Service Partner from the abovementioned advance payment as per
clause C hereinbelow (“the Service Fee”). The Service Fee shall be subject to GST and applicable taxes from time to time. Also,
this Service Fee is subject to Tax Deduction at source (“TDS”) at applicable rates (“Refer to Illustration provided below). The
Parties shall at regular intervals reconcile their accounts and that the Service Partner shall raise a monthly invoice for its Service
Fee along with such other documents as may be required by AHLL for ascertaining the completed services. In the event the
Service Partner fails to submit invoice as aforesaid, AHLL may, at its discretion, raise a credit note as explained in Clause 4.2
above.
C) LIST OF PRICES AND SERVICE PARTNER SHARE
Tests will be performed as per the rate card, as provided by the AHLL to Service Partner.
Special Test List Commercials
Item
ID
897
885
867
906
307
478
609
989
153
849
1020
295
27
868
438
895
886
893
876
Test Name
THYROID PROFILE- FREE (FT3, FT4, TSH)
THYROID PROFILE (TOTAL T3, TOTAL T4, TSH)
COMPLETE BLOOD COUNT (CBC)
FSH,LH & PROLACTIN, SERUM
VITAMIN B12
VITAMIN D - 25 HYDROXY (D2+D3)
ANTI MULLERIAN HORMONE (AMH)
CULTURE AND SENSITIVITY URINE
HBA1C, GLYCATED HEMOGLOBIN
COMPLETE URINE EXAMINATION
GLUCOSE FASTING & PP
HBsAg / AUSTRALIA ANTIGEN-ELISA
HEMOGLOBIN
HEMOGRAM
INSULIN
RENAL PROFILE/RENAL FUNCTION TEST (RFT/KFT)
LIPID PROFILE
LIVER FUNCTION TEST (LFT)
ELECTROLYTES – SERUM
Franchisee Share
65%
65%
60%
60%
60%
60%
50%
50%
50%
40%
40%
40%
40%
40%
40%
40%
40%
40%
40%
8
General Test List Commercials: Except the above special test list, for all other diagnostics tests conducted by AHLL from the
Service Centre, the Service Partner share will be applicable as follows:
AHLL Diagnostics Tests Category
Service Partner Share
A - All Routine Test
35%
B - Specialized Test
35%
C - Super Specialized Test
20%
D & E - International & Others
10%
F - Marketing Package
25%
G - Government Capping Test
5%
AHLL shall, at its sole discretion, reserve the right to revise the above categorization and Service Partner share from time to time.
The decision of AHLL shall be final and binding.
Home Collection Charges:
a)
For lead generation and sample home collection services provided by AHLL, AHLL shall charge the Service Partner a service
fee of 10% of the total billing done. AHLL shall adjust and reconcile the home collection services charges at the time of payment
release.
b)
For leads generated by Apollo 24*7 and home collection services provide by the Service Partner, Service Partner’s share shall
be 20% of the total billing and if home collection service is provided by the AHLL, Service Partner’s share shall be 10% of the
total billing done. AHLL shall adjust and reconcile the home collection services charges at the time of payment release.
c)
AHLL shall, at its sole discretion, reserve the right to revise the above home collection charges from time to time. The decision
of AHLL shall be final and binding.
D) ILLUSTRATION OF PAYMENT MECHANISM
Amount collected
from patients (In
Rs.)
AHLL
(60%)
1,000
600
Share
Service
Partner
Share (40%)
AHLL Revenue
Adjustment
TDS
400
600
8
for
Service
Fee
Partner
392
9