BMDRC VERSION 012018

MEDICAL SERVICES AGREEMENT

This Medical Services agreement (the “Agreement”) is made at [New Delhi] on this [____29th ] day of
[__________March_______2019], between

[Balaji Medical & Diagnostic Research Centre, a society registered under the Societies Registration Act, 1860 in
India and having its registered office at 108A, Indraprastha Extension, Patparganj, Delhi - 110092 (hereinafter
referred to as “BMDRC” which expression shall unless repugnant to the context or meaning thereof include its
subsidiaries, successors and assigns);.

Mediscopes Health Company Limited, a [company/body corporate/limited liability partnership] registered under
the laws of company having its registered office at 209/976 Kenyatta Avenue ] (hereinafter referred to as
“Client”, which expressions shall unless repugnant to the context thereof, mean and include its successors and
permitted assigns).

BMDRC and CLIENT shall herein wherever the context may so require, be collectively referred to as “Parties” and
individually as “Party”.

WHEREAS

1. BMDRC is a provider of medical and healthcare and owns & operates running a super-speciality hospital in
name & styles of “ BMDRC Super Speciality Hospital – a unit of Balaji Medical & Diagnostic Research Centre at
108A, Indraprastha Extension, Patparganj, Delhi - 110092;
2. The Client for the benefits of its members wishes to engage services of BMDRC to provide medical services to
its Members and represented that they have no restriction under applicable laws which restricts them to
refer the Patients to /BMDRC Hospital for Medical Services under this Agreement.
3. BMDRC is entering into this Agreement for the hospital the details of which is specified in Schedule – 1.

NOW THEREFORE, IN CONSIDERATION OF MUTUAL PROMISES AND UNDERTAKING HEREIN CONTAINED, THIS
AGREEMENT WITNESSES AS FOLLOWS:

1. INTERPRETATION
In this Agreement:
(a) The descriptive headings of the clauses are inserted solely for convenience of reference and not
intended as complete and accurate descriptions of the contents thereof and shall not be used to
interpret the provisions of this Agreement;
(b) Any reference to any applicable law shall be deemed to include a reference to such applicable law as is
re-enacted, modified or amended from time to time.
(c) Unless the context otherwise requires, (i) words importing the masculine gender shall also include the
feminine gender and vice versa; and (ii) the use of the singular shall include the plural and vice-versa.

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(d) References to a particular clause, paragraph, sub-paragraph, section, schedule or annexure shall,
except where the context otherwise requires, be a reference to that clause, paragraph, sub-paragraph,
section, schedule or annexure in or to this Agreement.
(e) Unless otherwise specified, time periods within or following which any payment is to be made or act is
to be done shall be calculated by excluding the day on which the period commences and including the
day on which the period ends and by extending the period to the following business day if the last day
of such period is not a business day.
(f) The terms “herein", "hereof", ''hereto", "hereunder" and words of similar purport refer to this
Agreement as a whole.

2. DEFINITIONS
In the Agreement and the General Terms and Conditions (the “Terms and Conditions”), unless the context
otherwise requires, the following expressions shall have the following meanings:

a) “Agreement” shall mean agreement signed by the Parties and all its annexure, schedules and
instruments, if any, annexed thereto.

b) “Booking” shall mean the tentative appointment details given by BMDRC Hospital with regard to the
Patient by Client for treatment at BMDRC Hospital.

c) “Case Files” shall mean documents relating to medical reports and clinical history of the Patient
submitted by Client to BMDRC Hospital.

d) “Confidential Information” Confidential Information shall include all material non-public information,
written or oral, disclosed, directly or indirectly, through any means of communication or observation by
the disclosing Party or any of its affiliates or representatives to or for the benefit of the disclosing Party
including the information related to business affairs, financial dealings, operations, commercial
strategies, business strategies, business plans, processes, technical information, clients and supplier
information, patient information (including medical records), goodwill and reputation, know-how,
proprietary rights, intellectual property rights, designs, trade secrets, and market opportunities which is
disclosed by either Party (or on the Party’s behalf) to other Party in connection with this Agreement.

e) “Estimated Costs” shall mean the costs mentioned by BMDRC Hospital in advance to Client for the
treatment of the Patient at the time of Booking. The Estimated Costs shared to Client shall be valid for a
period of 30 (thirty) days from the date of sharing of such Estimated Costs by BMDRC Hospital.

f) “Guarantee of Payment” or “GOP” shall mean a written authorisation issued by Client to the
satisfaction equivalent to the amount of Estimated Costs or specifying the ratio of expenses shared
between the Patient and Client.

g) “Client” shall mean Party identified in the Agreement.

h) “BMDRC” shall mean the Party identified in the Agreement.

i) “Member” shall mean shall mean the person/s that is covered under the plan/scheme/insurance policy
of Client or the any other Insurance Company.

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j) “Patient” shall mean a Member seeking admission for undergoing treatment at any of BMDRC Hospital
and against such treatment the Client has given the guarantee of payment or written authorisation from
Client to the satisfaction of BMDRC Hospital.

k) “BMDRC Hospital” shall mean any of the hospital specified in Schedule – 1 as may be designated by
BMDRC for the treatment of the Patient, at the time of Booking/ admission.

l) “Medical Services” shall mean medical services to be provided to the Members as per GOP or written
authorisation from the Client.

3. SERVICES

BMDRC or BMDRC Hospital shall provide Medical Services to the Members on the terms and conditions
as below:

a) BMDRC Hospital has received the case file or all such documents as may be required for providing the
estimated cost to the Client.

b) BMDRC Hospital has received GOP against the estimated cost, if the estimated cost is provided by the
BMDRC, for the Patient before start of treatment

c) The GOP received by BMDRC Hospital does not breach the credit limit assigned to the Client by such
BMDRC Hospital;

d) The Client shall ensure that all such approvals, as may be required, including on behalf of Patient are taken
before admission for availing medical services in BMDRC Hospital.

4. COMMENCEMENT AND TERM OF THE AGREEMENT

This Agreement shall commence from 28th March (Effective Date”) and shall be effective for a period of
one (1) year initially unless terminated sooner in accordance with the provisions of this Agreement and
shall be renewed as per the terms and conditions of this Agreement.

5. MODUS OF PATIENT TO BE SENT BY CLIENT TO BMDRC HOSPITAL

a) Client undertakes to send its Members to concerned BMDRC Hospital and shall be responsible for
coordinating with the concerned BMDRC Hospital to send such Members undergoing/ proposing to
undergo treatment and diagnostics rendered by BMDRC Hospital.

b) Client shall arrange for the dispatch of the Case Files of Members to BMDRC for treatment and
diagnostics at BMDRC Hospital at least 7 (seven) days in advance (or such other period as may be agreed
with BMDRC), so that, BMDRC Hospital after careful perusal of the same shall be able to advise Client
about the suitability and appropriateness of treatment and surgery, or diagnostics and Booking details
and Estimated Costs for the Patients.

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6. FUNCTIONS AND OBLIGATIONS OF BMDRC

a) BMDRC may set-up a separate “International Patient Co-ordination Desk” round the clock in the premises
of BMDRC Hospital.

b) BMDRC shall provide the cost of various treatment and diagnostics procedures offered by BMDRC from
time to time and BMDRC / BMDRC Hospital shall be at liberty to vary these without any notice to
Client/ Patient.

BMDRC Hospital shall, after the completion of the treatment or diagnostics, provide bill for the entire
treatment package and diagnostics to the Client in original and give the duplicate copies to the Patient.
Client shall make payment with regards to such invoices within thirty (30) days of receipt of such
invoices without any deduction.

c) Where the Patient, after commencement of treatment or diagnostics declines to continue the treatment
or diagnostics for any reason, the advance payment made by the Client, if any, for such treatment or
diagnostics shall be returned to the Client from whom the advance has been received, after adjusting
actual expenditure incurred up to the time of stopping the treatment.

d) Subject to applicable laws, BMDRC may provide access to patient records of the Patient (who has come
through Client), post receipt of the signed consent of the Patient, to doctors employed by Client. The
BMDRC has agreed to provide the conditional and limited access of the health records of the said
Members to the Client and the relevant portal /application of the BMDRC on a condition that the Client
shall obtain specific written consent from its Members, prior to accessing any such information/ health
records, whereby the Members are made aware of the requirement to collect the information, the
specific information / records being collected, the intended recipients of such specific information /
records and whether such information / records would be onward transferred. The Client shall
immediately, on demand, provide the copy of such written consent to the BMDRC.

e) BMDRC/ BMDRC Hospital shall not be bound by any act, omission, misrepresentation or other unfair trade
practice, which is done beyond the scope of the Agreement by Client and/or which is not authorized by
BMDRC/ BMDRC Hospital.

f) BMDRC/ BMDRC Hospital shall provide the treatment or diagnostics to the Patients only in the event that
BMDRC/ BMDRC Hospital receive the GOP letter against the Estimated Cost of the treatment or
diagnostics in advance either from the Client or directly from the Patient as the case may be. All costs,
taxes, levies, paid or liable to be withheld for such payment to BMDRC, if any, shall be borne by Client.

g) BMDRC may, in its sole discretion, undertake additional measures in BMDRC Hospital (in addition to those
already indicated to Client /Patient and/or his / her family members / relatives / persons making the
Booking on behalf of the Patient for his / her admission to BMDRC Hospital) as may advised by the
doctor/physician in-charge of the specific Patient whose decision in this regard shall be final and
binding on the Patient. These additional measures/treatment may include but not limited to those
arising on account of any complications during the treatment or post treatment, overstay, second
opinion, cross referrals, periodic briefing, emergency, new findings prior to, during or post treatment,
fresh investigation or equipment use required, medical escort and equipment required to escort

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 BMDRC VERSION 012018
Patient back to his / her home country. The expenses for these additional measures /treatment shall be
paid directly by the Patients to BMDRC Hospital.

7. ASSISTANCE AND OBLIGATIONS OF CLIENT

a) Client shall, inter-alia, inform the Patients that:

i. BMDRC Hospital does not offer any discount to the Patients.
ii. The charges for treatment of international patients will be as per the prevailing tariff of BMDRC
Hospital for international patients, which is subject to change without notice.
iii. Actual estimates for care / treatment cannot be accurately provided until the Patient has been
thoroughly examined by the doctors of BMDRC Hospital. The Estimated Cost is provided based
upon the condition of the Patient’s ailment as disclosed by him / her and the report of his / her
local doctor in the country of his / her residence, and do not represent a minimum or
BMDRCimum potential cost.
iv. Patient shall obtain a “Fit to Travel Certificate” from a local or family physician of the Patient,
as the case may be applicable.

b) At the time of Booking of the Patient for treatment or diagnostics at BMDRC Hospital and prior to
admission/ commencement of medical treatment/diagnostic, Client shall submit GOP letter (to the
satisfaction of BMDRC Hospital) undertaking the payment of Estimated Cost to BMDRC Hospital as per
the term of this Agreement on the letter head of Client signed by its authorised signatory.

c) In case of any revision in the Estimated Cost during treatment after admission of the Patient, Client shall
within 12 (twelve) hours from the receiving the revised Estimated Cost shall submit a GOP letter (to the
satisfaction of BMDRC Hospital) undertaking the payment of additional Estimated Cost to BMDRC
Hospital as per the term of this Agreement on the letter head of Client signed by its authorised
signatory.

d) Client shall ensure registration of all international Patients with the office of FRRO as may be prescribed by
the applicable law.

e) Client shall also provide the following patient assistance services:

i. To arrange consultations with the concerned doctors of BMDRC / BMDRC Hospital either in person,
by phone, e-mail, tele-conferencing or video-conferencing.
ii. To organize travel of Patient to BMDRC Hospital and to co-ordinate the same with the concerned
BMDRC Hospital.
iii. To give reasonable advance intimation in writing to the concerned BMDRC Hospital of the date of
the Patient’s arrival to BMDRC Hospital.
iv. Upon receipt of new medical cases or any enquiries from Patient, to provide briefing on the services
offered under this Agreement and communicate with BMDRC for further action as required.
v. To further coordinate with BMDRC Hospital and Patient for the preparation of treatment plan, initial
quotation for the required treatment and confirmation of doctor’s appointment.
vi. To make the necessary arrangements for the Patients for the ground services such as meet and
assist on arrival, transfer to/from airport and hotel, accommodation, etc.

f) Client is bound with regard to BMDRC by an obligation to advise and inform and in particular, Client must
inform BMDRC in writing about any event likely to compromise the proper execution of the services

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contemplated in this Agreement. It must actively collaborate with BMDRC in order to carry out the
services under this Agreement.

c) Client represents and covenants that it has and shall at all times comply with all the laws and regulations
applicable to Client and that BMDRC relies on the same.

8. PAYMENT TERMS

a) BMDRC Hospital shall, after the completion of the treatment or diagnostics, provide bill for the entire
treatment package and diagnostics to the Client in original and give the duplicate copies to the
Patient. Client shall make payment with regards to such invoices within thirty (30) days of receipt of
such invoices without any deduction.
b) All payments from Client shall be remitted in convertible foreign currency or in equivalent Indian Rupees
(INR).
c) If the Client is bound to deduct any amount under any applicable laws, such cost shall be borne by the
Client.
d) In case of delay in payment, the Client shall be liable to pay interest on the outstanding amount at the
rate of 15% per annum from the date of invoice till the date of receipt of payment by the BMDRC/
BMDRC Hospital. Without prejudice to other rights and remedies, in the event of delay in payment or
non-payment of dues by the Client, the BMDRC shall be entitled to suspend the performance of the
Services under this Agreement forthwith and shall not be liable for providing the Services under this
Agreement.
e) BMDRC shall provide the separate credit limit for each BMDRC Hospital to Client through separate letter,
time to time, at its sole discretion. In case Client breaches the said credit limit, BMDRC/BMDRC
Hospital shall be entitled to suspend the performance of the Services under this Agreement forthwith
and shall not be liable for providing the Services under this Agreement.

9. MUTUAL REPRESENTATIONS AND WARRANTIES

a) Each Party hereto represents and warrants to the other that it has full legal power and authority to carry
on its business and to enter into the Agreement and perform all of its obligations hereunder;
b) Each Party represents and warrants that neither the execution nor delivery of the Agreement, or the
fulfillment or compliance with the Terms and Conditions hereof; (a) will conflict with or result in a
breach of terms, conditions or provisions of or constitute a default under or result in any violation of its
charter or byelaws, if any, or any agreement, restrictions, instruments, order, judgment, decree,
statute, law, rule or regulation to which it is subject, or (b) require any consent, approval or other
action by any court or administrative or government authority/ body.
c) Each of the Parties agree and undertake to perform its obligations under the Agreement in compliance
with all applicable laws, rules, regulations, notifications and government orders.
d) Each Party acknowledges that certain laws, customary business ethics and corporate policies of the other
prohibit offers, promises or payments, directly or indirectly, to customers or other Parties for the
purpose of kick-backs, commercial bribes or other legally impermissible, unjust or unfair benefits or
trade practices. Each Party agrees that no part of its fees paid hereunder shall be offered, promised or
paid, directly or indirectly, in any such manner for the benefit of any other person, including any
owner, officer, director, employees, agent or representative (including family members thereof) of a
customer.

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10. CONFIDENTIALITY
A Party in receipt of Confidential Information from the other Party must not use or disclose the other
Party’s Confidential Information without other Party’s prior written consent other than (i) for the
purposes of carrying out the Agreement, provided any disclosure is only to such of the receiving Party’s
personnel or to its related company and its personnel who need to know and who are made subject to
the confidentiality requirements of the Agreement or (ii) as required by law.

11. RENEWAL OF THE AGREEMENT

On the expiry of the initial term of the Agreement, and subject to the provisions of termination, the
Agreement shall stand extended by a further period of one (1) year on each occasion, if no Party gives
notice of non-renewal, fifteen (15) days prior to the due date of expiry of the Agreement. In case either
Party is not interested then the Party can give notice of non-renewal to other Party fifteen (15) days
prior to expiry of term or extended term. In no case the Agreement will be renewed for more than total
3 years.

12. TERMINATION OR RESCISSION OF THE AGREEMENT

a) Any Party to Agreement may cancel or terminate Agreement before the expiry of the initial/ renewed
term as mentioned herein, by giving thirty (30) days advance notice in writing to this effect to the other
Party and upon such termination the terms of the Agreement shall be of no effect whatsoever, except
for rights and covenants that by the very nature survive termination.

b) Effect of Termination: Upon expiration or termination of the Agreement, Client shall cease providing the
services of sending Patients for treatment in BMDRC Hospital; and also cease to advertise on its
website business activities/marketing literature carried out by BMDRC which was earlier featured as
per the effect of the Agreement.

c) Survival: The Parties’ respective representations, warranties and covenants together with obligations of
indemnification, confidentiality, limitation on liability effect of termination, survival, governing laws,
jurisdiction and intellectual property rights  shall survive the expiration, termination or rescission of
the Agreement and shall continue in full force and effect.

d) The Parties shall carry out their respective obligations incurred up to the date of termination and shall
forthwith reconcile and settle their accounts.

13. INTELLECTUAL PROPERTY RIGHTS

a) The Agreement shall not operate as an assignment to Client of any copyright, trademarks, brand
names/logos, etc., registered or unregistered belonging to or used by BMDRC. Client by virtue of the
Agreement shall not operate or acquire any interest in any manner whatsoever, in any copyright,
trademarks, brand names/logos, etc., whether registered or not, or the proprietary rights, which
belongs to BMDRC or in which BMDRC has an interest of any nature whatsoever. All such trademarks,
copyrights etc. shall at all times remain exclusive property of BMDRC.

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b) Client shall not use and shall prevent its employees, agents and representatives from using the name,
trademark or logo of BMDRC in any marketing publication, advertisement, or other publication and shall
not make, or let its employees, agents or representatives make, any public statement relating to BMDRC
without prior written consent of BMDRC. Neither CLIENT nor its employees, agents or representatives
shall use the letterhead of BMDRC without its prior written consent.

c) Each of brochure, banner, poster, CD and other publicity material to be used for promotion and marketing
the available medical/health facilities with BMDRC among the prospective patients by CLIENT shall be
branded with the trademarks of BMDRC as per terms of conditions of permitted usage as per prior
approval of BMDRC.

14. LIABILITY

The aggregate liability of BMDRC for all claims arising out of the agreement shall be limited will not
exceed the amounts actually received by the BMDRC from the Client in respect of that particular month
for the Services performed pursuant to the terms of this Agreement. In no event shall BMDRC be liable
for any loss of data, loss of profits, cost of cover or other special, incidental, consequential or indirect
damages arising from or in relation to the agreement or the use of the services, however caused and
regardless of theory of liability. This limitation will apply even if BMDRC has been advised or is aware of
the possibility of such damages.

15. MISCELLANEOUS

a) Notices: Notices, demands or other communication required or permitted to be given or made under this
Agreement shall be in writing and delivered personally or sent by prepaid post with recorded delivery,
or by legible tele-fax and confirmed by registered mail/ courier addressed to the intended recipient at
the address as mentioned in the title of this Agreement. Either Party may from time to time duly notify
to the other Party, change of address, if any.

b) Approvals: The Agreement is subject to the policies and rules framed by the Government of India from
time to time and the Parties shall take clearance and approvals where necessary in their respective
countries. BMDRC shall take all approvals for rendering of medical services to Client Patients in India
under the Agreement and for matters connected herewith or incidental thereto. CLIENT shall be
responsible for all statutory approvals related to its activity or rendering assistance related to Client
Patient under the Agreement and for matters connected herewith or incidental thereto.

c) Assignment: Neither Party may assign, delegate or otherwise transfer its rights and obligations in whole
or part, or any right, remedy, obligation or liability arising hereunder or by reason hereof, except
without the prior written consent of the other Party hereto. Notwithstanding, BMDRC may assign or
sub-contract the Agreement (or any part thereof) without CLIENT’s consent to one or more of its
affiliates, subsidiaries, group companies, lending institutions, banks and network hospital. Subject to
the foregoing, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and
their respective permitted successors and assigns.

d) Entire Agreement: Unless otherwise specified herein, the Agreement (including its schedules)
represent the entire Agreement between the Parties and supersede in their entirety all prior

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agreements concerning the subject matter hereof, and no modification, amendment, revision, waiver,
or other change shall be binding on either Party unless consented to in writing by the Party's
authorized representative. Any oral or written representation, warranty, course of dealing, or trade
usage not contained or referenced herein shall not be binding on either Party.

e) Force Majeure: Neither Party shall be liable for any failure of or delay in performing any of its obligations
under these terms and conditions (other than any payment obligation), and neither Party shall be
deemed to be in breach of any of its obligations hereunder, if such failure, delay or breach is due to any
cause beyond the reasonable control of such Party, including, without limitation, war, terrorism, riots,
fire, explosion, flood, earthquake, insurrection, embargo, strikes of employees, currency restriction,
shortage of transport, inability to obtain power or fuel, general shortage of material, acts or omissions
of governments in their sovereign capacity or failure of public utilities or common carriers, embargoes,
shortage of or inability to obtain supplies (each, a "Force Majeure Event"). Such non-performance will
be excused for as long as such Force Majeure Event shall be continuing. The non-performing Party shall
give prompt written notice to the other Party of such Force Majeure Event.

f) Relationship: The relationship of the Parties hereunder is that of independent contractors. Nothing in this
Agreement shall be deemed to create a partnership, joint venture or similar relationship between the
Parties, and no Party shall be deemed to be the agent of the other Party.

g) Severability: If any provision of this Agreement or the application thereof in any particular circumstance,
is held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any
other provision hereof and the remaining provisions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

h) Waiver: Failure by either Party hereto to enforce any rights under this Agreement shall not be
construed as a waiver of such rights nor shall a waiver by either Party hereto in one or more instances
be construed as constituting a continuing waiver or as a waiver in other instances.

i) Governing Law: This Agreement shall be governed by and construed in accordance with the substantive
laws of India and the Parties hereby submit to the exclusive jurisdiction of the courts of New Delhi.

j) Counterparts: This Agreement may be signed in any number of counterparts, each of which is an original

and all of which taken together form one single document. The English language text of the Agreement
shall prevail over any translation thereof.

k) Amendments: Any amendment or other modification of the Agreement shall be effective if, but only if, it
is in writing and signed by an authorized representative of the Party against whom enforcement of
such amendment or other modification is sought.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day, month and year herein below
written in the presence of:

For Balaji Medical & Diagnostic Research Centre For Mediscopes Health Company Limited

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Signature: Signature:
Name: Name:
Designation: Designation:

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Sr. Name of Hospital

Address
No.
Hospital under Balaji Medical & Diagnostic Research Centre
1 Max Super Speciality Hospital - a unit of 108A, Indraprastha Extension, Patparganj,
Balaji Medical & Diagnostic Research Delhi - 110092
Centre
Sche
dule 1

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