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AGREEMENT FOR DENTAL CLINIC

The agreement is made at Islamabad on this 22nd day of April, 2017

Between

M/S Maroof International Hospital, a partnership Concern, duly Registered with Registrar of Firm,
Rawalpindi District, vide Registration# RD/F/54 of 2007-2008, dated 13.08.2007, having its place of
business at 22 West, Sardar Plaza, near Polyclinic Hospital, Fazal e Haq Road, Islamabad, (hereinafter
referred to as the First Party) which expression, wherever the context so permits mean and includes their
legal heirs successors in interest and assign);

And

Dr. MUHAMMAD ABRAR, son of Mr. Muhammad Qamar Uz Zaman Ghouri, holding CNIC # 61101-
2025833-7 and resident of House No. 1-A, Street no. 54, Sector F-8/4, Islamabad, (hereinafter referred to
as the Second Party) which expression, wherever the context so permit, mean and include her legal heir
successor in interest and assign;

(The First Party and the Second Party shall be collectively referred to as the Parties).

RECITALS

WHEREAS, the First Party is a partnership Concern, duly incorporated under the Firm Registration Law
of Islamic Republic of Pakistan, Which operates and maintains a hospital in the name and the style of
Maroof International Hospital, having its place of business at Plot# 08, 10 th Avenue, Markaz F-10,
Islamabad.

WHEREAS the Second Party is a qualified Dental Specialist having full expertise to operate dental care
clinic and provide allied dental care service.
WHEREAS the First party desires to provide comprehensive dental care service in the Maroof International
Hospital and the Second Party has offered and undertaken to provide and there being complete unanimity
in the objectives of the parties for consideration and on terms and conditions hereinafter appearing.

2.1 Definitions unless the context otherwise requires, such of the terms as are herein below used in this
Agreement, in bold font, shall have the respect meaning given to them hereinafter;

2.1.1 Agreement means this Agreement to provide Dental Care Service duly executed between the
parties;

2.1.2 Second Party or Consultant mean Dr. MUHAMMAD ABRAR, son of Mr. Muhammad Qamar
Uz Zaman Ghouri, holding CNIC # 61101-2025833-7 and resident of House No. 1-A, Street no.
54, Sector F-8/4, Islamabad including his partners, legal heirs, successors in interest and assigns.

2.1.3 First Party Means M/S MAROOF INTERNATIONAL HOSPITAL, represented by Mr. Bilal Bin
Zahir Executive Director Maroof International Hospital, a partnership concerns duly registered
with Registrar of Firms Rawalpindi District, vide Registration # RD/F/54 of 2007-2008, dated
13.08.2007, having its place of business at 22 West, Sardar Plaza, near Polyclinic Hospital, Fazal
e Haq Road, Islamabad, including its successor in interest, representatives and assigns;

2.1.4 Hospital means the Hospital with the name & style of the M/S MAROOF INTERNATIONAL
HOSPITAL.

2.1.5 Clinic means the space allocated within the premises of the Maroof International Hospital,
Islamabad, dedicated for the setting up of dental Care Services and allied dental care practice and
procedure for the dental care.

2.1.6 Division means a Division within the premises of the Hospital namely Dental Care Centre, which
shall be established and maintained by the First Party pursuant to Article III hereof;

2.1.7 Confidential Information means information, weather commercial, technical or otherwise in


whatever form, in relation to the affairs or business or method of carrying the business of the other
party, which it knows at the relevant time to be confidential and which it has learnt in connection
with this agreement or its operation or as a result of the negotiation leading up to it;

2.1.8 Gross Revenue means the revenue earned through consultation, surgical procedure and any other
manners prior to the payment of salaries, wages, cost of material and any overheads etc.

2.1.9 Force Majeure means circumstance beyond the reasonable control of the parties and includes
strikes, lockout and other industrial disturbance even if they were not beyond the reasonable control
of a party.

2.1.10 Effective Date means the date, this agreement shall come into force, which is 22.04.2017

2.2 In this Agreement, unless there is anything repugnant in the subject or context;

2.2.1 Words imparting masculine gender shall include the feminine gender and vice versa;

2.2.2 Words or figures imparting singular number shall include the plural number and vice versa;
Article III

Establishment of the Dental Care Division

3.1.1 The second party shall establish and maintain a division within the allocated space in the premises
of Hospital, namely Maroof Dental Care Division (hereinafter referred to as the Division), for
which the hospital shall provide space at Level II measuring 1000 sq. ft approximately.

3.1.3 The division shall be fully functional, within One month from the date of execution of this
Agreement with all fixture and service

Article IV

Rights & Duties of the First Party

4.1.1 The First Party shall provide all the infrastructure and support to facilitate patients (Including but
not restricted to management of Accounts)

4.1.2 The division established under this agreement, for all practical purposes shall be part of the hospital
and in no manner whatsoever it would be as separate entity/ identity.

4.1.3 Inventory of all investments made by the Second Party in the establishment of Clinic and all the
equipment installed and upgraded from time to time, shall be maintained and kept in the knowledge
of the First Party and ownership in the same shall always vest in the Second Party. The said
inventory will be finalized by the second party within 40 Days of effective date as specified in
clause 16.1.1. In case the business is closed down and/or the contract is terminated the Second Party
shall remove all the equipment and accessories installed by them as per inventory detail without
any hindrance.

4.1.4 If any complaints or suggestions are received from the patients, The First Party shall inform The
Second Party and both the Parties shall in consultation with each other ensure rectification thereof,
so as also to maintain discipline and ensure compliance of the code of conduct of the Hospital.

4.1.5 The First Party shall have complete rights, after due process and in collaboration with the Second
Party to take appropriate actions against the staff working in the division for which the Second
Party shall cooperate to the full extent.

4.1.6 For the Dental Care Facility set up as herein provided, the First Party shall not claim any rent or
any other amount on account of utilities and services etc. other than its share, quantum whereof set
out in clause 6.1.1 hereinafter.

4.1.7 The First Party shall ensure all central supplies such as; Heating, Ventilation and Air Conditioning,
Central Sterilization, electricity, suction, oxygen supply, drainage, compressed air, sanitation
service, and insurance of built space and fixtures as per Hospital Policy.
Article V
Right and duties of second party

5.1.1 The second party shall conduct, control and supervise dental practice and carry out procedures
pertaining to the area of his expertise in the division of the hospital as fulltime visiting consultants.

5.1.2 The second party shall provide professional fixtures, dental units and equipment that are necessary
for the dental care facility. Furnishing of the said facility shall also be responsibility of the second
party.

5.1.3 The charges for all kind of services and procedure shall be formulated with the consent of both the
parties for the division. Any alterations/ revision in the charges shall be mutually discussed and
agreed. The hospital policy for corporate business will be followed by the second party.

5.1.4 The second party shall be at liberty to hire requisite number of medical officers or other consultants
to assist him in the dental department. Salaries to the assisting staff includes Medical Officers,
nursing staff and other helper within the clinic shall be paid by the second party from its own share.

5.1.5 The consumables used during procedures will be procured and managed by the Second
Party. The payments on account of dental consumables will be paid by first party directly to
vendors after deduction of tax applicable under section 153-1 (a) from total share of income
calculated on account of second party. The First party will retain 20% of revenue received on
account of consumables charged to patients as his share.

5.1.6 The second party and all the staff working under his jurisdiction shall adhere to the code of conduct
and standard operating procedures adopted and duly notified by the first party, unless agreed upon
otherwise.

5.1.7 The second party will ensure that there are no unjustified referrals outside Maroof International
Hospital, such referrals reflect tendency towards breach of this agreement.

Article VI
Collection and Distribution of Revenue
6.1.1 The parties hereby agree that collection of gross revenue is the responsibility of the First party and
the collection is to be conducted in the division or adjacent to it. Second party will not directly take
any payment. Salaries to the assisting staff includes Medical Officers, nursing staff and other
helping within the clinic shall be paid by the second party from its own share. (clause 5.1.4
hereinbefore). Before giving the share of income to second party, the First party will deduct the
amount paid on account of consumables procured by the second party. (clause 5.1.5 hereinbefore),
Furthermore, in case of implants, orthodontic appliances and lab works, their cost will be deducted
from gross revenue, Distribution on said cost will be 70 percent for second party and 30 percent
for First party. The distribution of the remaining revenue is in the manner that of the net revenue
the first party shall pay to the second party 70% and retain rest of the 30% as earned by the division
on monthly basis. However, for panel patients, the share of both the parties will be 50 Percent
each, to be paid after recovery from panel.

6.1.2 The first party shall maintain account in accordance with the standard accounting Procedures and
the same shall be settled with the second party on monthly basis.
6.1.3 The First Party shall deduct government taxes, duties and levies etc. applicable upon all payments
made to or on behalf of Second Party.

Article VII
Declarations, representations etc.

7.1.1 Both the parties hereby declare that they have full legal capacity to enter into this agreement and
give effect to the terms thereof.

7.1.2 Each party agrees and acknowledges that it has not relied on or been included to enter into this
agreement by the warranty, statement, representation or undertaking which is not expressly
included herein.

7.1.3 No party has any claim or remedy in respect of a warranty , statement, misrepresentation ( whether
negligence or innocent) or undertaking made it by or on behalf of the other party in connection with
or relating to the subject matter of this agreement and which is not expressly included herein.

7.1.4 Nothing in this clause limits or excludes liability arising as a result of fraud or willful misconduct.

Article VIII
Terms & Termination

8.1.1 This Agreement shall come into force on the effective date and shall continue in force until it is
terminated by the parties, by giving the other party three month prior written notice: or upon the
expiry of period of six months from the effective date, whichever occurs first; provided that if no
notice of termination is served prior to the expiry of six months, the contract shall be deemed to
have been continued on the same terms and conditions.

8.1.2 This agreement shall be automatically terminated on its expiry and the second party shall bound to
vacate the premises peacefully and in its genuine condition upon expiry of this agreement, however,
the agreement can be extended further with the mutual consent of both parties with the revised
terms and conditions.

Article IX

Assignment

9.1.1 Neither party may assign this agreement or any rights and obligations unless so agreed to in advance
by both the parties in writing.

Article X
Confidentiality & announcements
10.1.1 No party may, unless required by law or the requirements of any relevant regulatory or
governmental body (and in any case only to the extent required) at any time after the effective date
of this agreement divulge any confidential information.

10.1.2 Unless required by law or the requirements of any relevant regulatory or governmental body and
in each such case only to extent required, no announcement or statement concerning this agreement
or the subject matter of or any matter referred to in this agreement shall be made or issued by or on
behalf of either party without the prior written approval of the other such approval not to be
unreasonably withheld or delayed.

10.1.3 The obligations conceited by the clause shall survive the termination of this agreement.

Article XI

Indemnity

11.1.1 Each party shall indemnify the other against all losses, cost, claim, demands or the other third
party actions arising as result of the negligence, fraud or willful misconduct of that party in the
course of execution of this agreement.

11.1.2 Neither Party shall be liable to the other for Consequential Loss.

Article XII

Force Majeure

12.1.1 If as a result of Force Majeure either party is rendered unable, wholly or in part to carry out its
obligation under this agreement , other than obligation to pay any amount due, than the obligations
of the party giving such notice, so far as and to the extent that the obligations are affected by such
Force Majeure, shall be suspended during the continuance of any inability so caused and for such
reasonable period the after as may be necessary for the party to put itself in the same position that
it occupied prior to the Force Majeure, but for no longer period. The party claiming Force Majeure
shall notify the other party of the Force Majeure within a reasonable time after the occurrence of
the facts relied on and shall keep the other party informed of all significant development. Such
notice shall give reasonably full particulars of the Force Majeure and also estimate the period of
time which the party will probably require to remedy the Force Majeure. The affected party shall
use all reasonable diligence to remove or overcome the Force Majeure situation as quickly as
possible in an economic manner but shall not be obligated to settle any labor dispute except on
terms acceptable to it, and all such disputes shall be handled within the sole discretion of the
affected Party.

Article XIII

Variation, Waiver & Invalidity

13.1.1 A variation or modification of this Agreement is valid only if it is in writing and signed by the
Parties.

13.1.2 Failure to exercise or a delay in exercising a right or remedy provided by this Agreement or by
Law does not constitute waiver of the right or remedy or a waiver of other rights or remedies. No
single or partial exercise of a right or remedy provided by this Agreement or by law prevents the
further exercise of the right or remedy of the exercise of another right or remedy. A waiver of a
breach of this Agreement does not constitute a waiver of a subsequent or prior breach of this
Agreement.

13.1.3 If a provision of this Agreement is found to be Illegal, invalid or unenforceable, then to the extent
it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as
though it were not included in this Agreement, but the validity or enforceability of the remaining
provisions of this Agreement will not be affected.
Article XIV

Notices

14.1.1 A notice, permission or other communication under or in connection with this Agreement must be
in writing in English language, signed by the party giving it and delivered by hand or sent by
recognized courier to the other party on the address set out in the title hereof.

14.1.2 In case a party changes its address from the one set out in the title hereof, it shall immediately
Inform the other party of such change otherwise delivery of the notice, permission or other
communication made at the address set out in the title hereof be deemed valid and effective.

Article XV
Exclusivity
15.1.1 The First Party shall enable the Second party to carry out the practice and procedure according to
the bye laws, code of conduct, subject, at all times, to the laws of the Islamic Republic of Pakistan
and the rules and regulations of the national and international regulators of the medical profession.

15.1.2 The First Party shall not engage any other dentists or consultants of the dental profession in the
hospital.

Article XVI
Effective Date
16.1.1 This agreement shall come into effect on this 22 day of April, 2017.

Article XVII
Entire Agreement
17.1.1 The agreement supersedes the previous Agreement, Understanding or Communication whatsoever
relating to the subject matter thereof.

Article XVIII

Dispute Resolution

Amicable Settlement

18.1.1 All disputes, differences, claims arising under this Agreement and all other matters related
therewith or incidental thereto, shall be notified in writing to the other party and in the first place,
be resolved through good faith negotiations between the parties hereof. Upon failure of such
negotiations, which may be notified by either Party, the said disputes etc. shall be resolved by way
of Arbitration in the manner set out in clause hereinafter. This dispute mechanism is primary intent
of the parties so that litigation is completely avoided.

Arbitration

18.2.1 Subject to the Clause 18.1.1 herein before and upon failure to have the matter resolved mutually
and amicably, either Party may notify the other Party of refer the dispute(s) in question to arbitration
of a sole arbitrator mutually acceptable preferably from the Profession and known to
the parties. Upon service of such notice on the notified Party, the dispute(s) shall stand referred to
the Arbitration and the matter shall be dealt with under the Arbitration Act, 1940 or any other
modification or re-enactment thereof for the time being in force.

The Venue of the Arbitration shall be in Islamabad Capital Territory.

18.2.2 The pendency of Arbitration proceeding in pursuance to the clauses hereof shall in no manner be
deemed to be an excuse for either Party to refuse to perform or inadequately perform all or any of
its obligation arising out of this Agreement.

Article XIX
Choice of Law
19.1.1 The Agreement is intended to be legally binding upon the Parties.

19.1.2 This Agreement is formed, executed, governed and shall be interpreted, construed and take effect
under the laws of the Islamic Republic of Pakistan.

IN WITNESS WHEREOF, the Parties hereto under set and subscribed their hand this day, month and
year mentioned hereinabove mentioned.

For & on behalf of For & on behalf of


The First Party The Second Party

________________ ________________________
Executive Director Dr. Muhammad Abrar
For & on behalf of Son of Qamar uz Zaman Ghouri
Maroof International Hospital CNIC# 61101-2025833-7
10th Avenue, Markaz, Islamabad H. No 1-A, Street 54, F-8/4,
Islamabad

WITNESSES

Signature: _____________________________
Name: _____________________________
CNIC No: _____________________________
Address: _____________________________

Signature: _____________________________
Name: _____________________________
CNIC No: _____________________________
Address: _____________________________