OPERATIONS AND MANAGEMENT AGREEMENT

This OPERATIONS AND MANAGEMENT AGREEMENT (hereinafter referred

to as “Agreement”) is made and executed in Pune and shall be effective as of
1st of October 2018 (hereinafter referred to as “Effective Date”)

BY AND BETWEEN

ORACLE LLP, a limited liability partnership company registered under

The Companies Act, 1956 and having its Registered Office located
__________________________________________________________________
_, hereinafter referred to as “ORACLE” and “Party No 1”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include
its promoters, directors, successors, nominees, and permitted assigns;
Represented by its Directors and authorized signatories
1. Mr. Anand
2. Dr. Bhagat
3. Mr. Chaudhari
AND
Mr. Chaudhari and Dr. Sharma, hereinafter referred to as “Party No. 2”,
which expression shall, unless repugnant to the context or meaning thereof, be
deemed to include its successors, nominees, and permitted assigns

ORACLE and Mr. Chaudhari and Dr. Sharma shall be are hereinafter
individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS; ORACLE is LLP COMPANY engaged in various businesses and is

desirous of entering the in the business of medicine, healthcare, and has acquired
a hospital (hereinafter referred to as “said Hospital”)

WHEREAS; Mr. Chaudhari is a businessman and Dr. Sharma is a practicing

physician.

WHEREAS; ORACLE is desirous of forming an association with Party No. 2 on

account of Party No. 2 possessing the expertise and relevant experience to
effectively conduct, manage and operate the said Hospital acquired by
ORACLE, independently, on a leave and licence basis.

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WHEREAS; the Parties are desirous, for their mutual benefit, to associate
themselves for taking forward provision of world class healthcare to the benefit
of the community and public at large by synergizing their respective strengths
and setting up and operating excellent medical facilities.

WHEREAS; Party No. 2 is agreeable to manage and operate the said Hospital
under the ORACLE brand name on the following Terms and Conditions

AND WHEREAS; the Parties have, in this regard, arrived at an understanding

in accordance with the following terms and conditions with regards to the
operation and management of the said Hospital.

DEFINITIONS: Unless repugnant to any law for the time being in force, the
words appearing in this Agreement shall convey the meaning and interpretation as
envisaged hereunder:
i. “Action” means and includes any claim, demand, dispute, litigation,
petition, suit, investigation, inquiry, proceeding, mediation, arbitration,
conciliation, hearing, complaint, assessment, judgement, fine, penalty,
order, decree, injunction or award, passed by either a judicial, quasi-
judicial or administrative body or governmental authority, which
includes both civil and criminal, and shall without limitation include any
insolvency proceedings.
ii. “Agreement” shall mean and include this Agreement entered into between
ORACLE and Party No 2 and shall include the Schedule/s, Annexure/sand
Appendix/ices and any amendment, restatement or supplement in writing
from time to time.
iii. “Contract” means any written agreement, arrangement, contract,
subcontract, understanding, instrument, note, warranty, insurance policy
or benefit plan (whether or not the same is absolute, revocable,
contingent, conditional, binding or otherwise).
iv. “Damages” means any claims, causes of action, losses, costs or expenses
(including attorneys’ fees and expenses and litigation costs and expenses),
liabilities, penalties and damages.
v. “Encumbrance” means and includes any mortgage, pledge, lien,
interest, prior assignment, hypothecation, lawful right of other persons,
claim, security interest, beneficial interest, title retention agreement,
voting agreement, interest, option, charge, commitment, restriction,
limitation or hindrance of any nature whatsoever, including restriction
on use, voting, transfer, rights of pre-emption, receipt of income or
exercise of any other attribute of ownership.

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 vi. “Force Majeure” means and includes any of the following events,
irrespective of the location or the duration of such occurrence of events
and which are outside the control of any Party: acts of nature (be it by
way of land, water or air by whatever name called or referred to and
includes hurricanes, typhoons, tornadoes, cyclones, other severe
storms, winds, lighting, floods, ice, earthquakes, volcanic eruptions,
fires, explosions, disease or epidemics), but not restricted to fires and
explosions caused wholly or in part by human agency; act of war, armed
conflict or other hostile action; civil war, revolution, rebellion,
insurrection or usurpation of sovereign power, riots or other civil
commotion, terrorism or the threat thereof (including sabotage, chemical
or biological events, nuclear events, disease-related events, bombing,
murder, assault and kidnapping); prolonged strikes or similar labour issues
or disturbances, embargoes, blockades, shortage of critical material or
supplies or action or inaction of or by Governmental Authorities that have
an impact upon the Hospital including granting or revocation or
cancellation or suspension of license, where such revocation or
cancellation or suspension is not due to the fault of the party whose
performance is to be excused for reasons of the force majeure, change in
law, which leads to impossibility of performance.
vii. “Governmental Authority” means any government of any province, state
in India; any entity, authority or body exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, including any government authority, agency, department,
board, commission or instrumentality of Government of India, or any
political subdivision thereof; any court, tribunal or arbitrator in India.
viii. “Law” means all statutes, enactments, acts of legislature or parliament,
laws, ordinances, rules, by-laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any Governmental Authority.
ix. “Hospital” shall mean hospital located on all the piece and parcel of land
as described in detail in attached Annexure under the name of ORACLE
SUPER SPECIALITY HOSPITAL, which is inclusive of Radiology,
Pathology, Cardiology, OPD, Emergency, ICU, Hospitals and other allied
medical, surgical and diagnostic services.
x. “License” means any license, permit, certificate, authorization, approval,
consent, order, no-objection, waiver, ratification, permission, qualification
or similar authority issued or granted by any Governmental Authority
under or pursuant to applicable law.
xi. “Tax” / “Taxes” means all forms of taxation, duties (including stamp
duties), levies, ceases, imposts and employer-employee contributions,
whether direct or indirect including income tax, withholding tax, taxes on
goods and services, custom duties, capital tax, property taxes,

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 environmental taxes and any other type of or duties payable by virtue of
any applicable law and which may be due directly or indirectly in any
relevant jurisdiction; together with any interest, penalties, surcharges or
fines relating to any of the foregoing.
xii. “Termination” shall mean the expiry, rescindment or closure of this
Agreement.

NOW THEREFORE, The Parties hereby agree to enter into this agreement
and perform their respective obligations on the following terms and
conditions:

1. SCOPE OF THE AGREEMENT: ORACLE hereby appoints Party No.

2 to exclusively conduct, manage and operate the Hospital under the
name of “ORACLE SUPER SPECIALITY Hospital“ for Term
agreed and on the terms and conditions set out herein through its team
of consultants/faculty/doctors and other staff and Party No. 2 hereby
accepts such appointment to exclusively conduct, manage and operate
the said Hospital.

2. TERM AND TERMINATION: This agreement is valid for 10 years

from the Effective Date. Lock-in period shall be 5 years from the Effective
Date, neither party can terminate Agreement for any reason whatsoever
before expiry of minimum lock-in period. Thereafter any of the Parties
may terminate this Agreement by giving the opposite party ninety (90)
days notice in writing at the address mentioned herein below,
Notwithstanding the above, either Party may terminate this Agreement at
any point of time in the event that the other Party materially breaches this
Agreement and fails to cure such breach within ninety (90) days following
written notice of such breach by the non-breaching Party. In case of any
unforeseen situations, Party No. 2 can terminate this Agreement by
paying an amount equivalent to balance rental amount till the end of Lock
In period. ORACLE can terminate this agreement within 90 days of
Termination Notice.

3. CONSEQUENCES OF TERMINATION: Upon the termination of this

Agreement, both parties shall meet within 7 days and mutually settle all
accounts and logistics. Party No. 2 shall cease to perform all services.
Both Parties shall be relieved and discharged from all liabilities,
obligations or claims under this Agreement, except for such rights,
liabilities and obligations of the Parties which have accrued under this
Agreement prior to the termination/expiry or which survive the

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 termination/expiry. After Termination or non-renewal of this Agreement,
Party No. 2 will not hire or employ any of the doctors, nurses, partners,
associates and staff associated with or part of the Hospital for 12 months
from date of termination of this Agreement. After Termination of this
Agreement, Party No. 2 will cease to market itself or use the ORACLE
brand. Both parties will respect and value each other’s reputation and
will not indulge in any action with malafide intent to damage other’s
reputation. All empanelment’s and accreditations shall be claimed and
transferred to ORACLE.

4. RENTAL: Party No. 2 agrees to pay a fixed sum of Rs. 8,20,000/- per
month to ORACLE till March 2021. After that Party No. 2 will pay Rs.
10,00,000/- per month with 10% increment yearly. The rent has to be
paid before the 10 th day of every month in advance. Party No. 2 also
agrees to pay deposit of Rs. 1,00,00,000/-, which will be interest free.
Party No. 2 will have authority to operate account of ORACLE ILF Pvt
Ltd at Saraswat Bank for its banking transactions. All the income will
be deposited in the account. Party No. 2 will make all payments to staff,
salary etc. from that account. Party No. 2 will give monthly financial
reports to Party No. 1 for all the transactions executed from the said
account and shall also allow Party No 1 access to important financial
documents like balance sheets, audit reports, financial transactions
history and any other financial report and documents. Mr. Chaudhari is
authorised to execute online payments from the account, however he
cannot issue cheques, Demand Drafts, Promissory notes and other
financial instruments of money transfer whereby the signatures of all
three directors of the Company is needed. Party No. 2 will be
responsible to pay all taxes (income tax, GST, others govt. taxes). Party
No. 2 will furnish all necessary documents to party No. 1 after payment
of all taxes.

5. CLEARANCE OF DUES: ORACLE agrees and confirms that there are

no dues, debts, expenses and liabilities which are pending payment and
agrees to pay and clear the same if any.

6. INSURANCE: All Insurance payments including principal and

interest/premiums with regards to the hospital building will be paid by
Party No. 2.

7. OBLIGATIONS OF ORACLE:

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 i. ORACLE shall provide medical and non-medical infrastructure and facilities
to Party No. 2 on an ‘as is’ current state basis, for setting up Hospital,
enumerated but not limited to as follows:
a) Hospital Infrastructure with two OTs, ICU, General Wards, private
and semi private rooms, medical gas system, etc.
b) Civil structure including Beds and Furniture, and other medical
equipment
c) Mechanical, electrical, HVAC, fire-fighting and plumbing
equipment required for the hospital.
d) Power supply system
e) Water supply and Treatment system
f) Provision for waste disposal, including sewerage treatment plant
g) Centralised or Split Air conditioning systems
h) Fire detection, protection and extinguishing system, Security
System, Telephone, Data and Networking System, Public Address
System, Nurse Call, Access Control System
i) Parking and Cafeteria
j) Parking Facilities
k) Pharmacy
ii. A detailed list of all facilities, equipment and inventories will be recorded
and submitted to Party No. 2 prior to the formal undertaking of the
management facilities.
iii. ORACLE shall not, during the Term of this Agreement, invite a third
party for provision of medical and clinical services at the hospital.
iv. ORACLE will not contact or influence any partners or associates of
Party No 2, directly or indirectly for any information or privilege.
v. ORACLE will not approach, coerce or lure, directly or indirectly, to any
employee, team member, professional, partner or associate of Party No 2
with objective of offering them job that could adversely affect
management and operations of Party No 2.

8. OBLIGATIONS OF Party No. 2: Party No. 2 shall exclusively

conduct, manage and operate the hospital and shall provide quality
service, using adequate skill, care and diligence in accordance with the
prudent industry standards and practices. Party No. 2 shall provide its
expertise to upgrade and to help implementation of proper and prudent
management policies and procedures as it deems appropriate for the
operation and management of M/s. ORACLE ILF Pvt LIMITED. To
this effect, Party No. 2 agrees to:
i. Shall fully fund, manage, upgrade and operate ORACLE SUPER
SPECIALITY Hospital including the appointment of clinical, non-
clinical, and general operations.

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 ii. Shall appoint Clinical consultants on time sharing basis as needed,
including but not limited to:
a) General Medicine
b) Obstetrics and Gynaecology
c) Emergency Medicine
d) Cardiology
e) Neurology & Neurosurgery
f) Gastroenterology
g) Nephrology & Urology
h) Ortho & Joint Replacement
i) Paediatrics and Paediatrics Intervention
j) Liver, Renal & Heart Transplantation
k) Clinical and Surgical Oncology
l) General and laparoscopic Surgery.
iii. Shall fund, manage and operate, upgrade, professionalize and promote 24 hours
Pharmacy under the brand name ORACLE Medical.
iv. Shall manage and operate, upgrade, professionalize existing diagnostic lab and
promote 24 hours Lab under the brand name.
v. Party No. 2 shall solely be responsible for Maintenance, Housekeeping and Security
Teams
vi. Party No. 2 shall solely be responsible to pay entire Operational/Manpower costs
and expenses including entire Manpower, Electricity and CMC/AMC of Equipment
and including

a. Payment/salaries to Medical Consultants

b. Payment/salaries to Para Medical staff

c. Payment/salaries to Nursing staff

d. Payment/salaries to Administrative staff

e. Payment/salaries to Security staff

f. Payment to Electricity, Water and Sewerage Charges

g. Annual maintenance charges of equipment

h. Repairs of Medical and Non-Medical Equipment

vii. Party No. 2 shall strictly adhere to the all laws, Rules, Regulations related to
Medical, Non-Medical, Para Medical, Nursing staff, operations staff,
administrative staff and also for services provided by ORACLE SUPER
SPECIALITY Hospital. Any violation of any law time being in force by
Hospital (Civil and Criminal), Party No. 2 shall solely be responsible for costs
and consequences thereof

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viii. Party No. 2 shall absorb current team of Marketing / Administration /
Operations into ORALCE SUPER-SPECIALITY HOSPITAL as per their
current profile and remuneration.
ix. Upgrade facility through suggesting Civil and Engineering Work in
consultation with ORACLE. ORACLE agrees to bear the costs and expenses
for upgradation.
x. Identify necessary human resource(s) as required for smooth and efficient
running and operation of the Institute. On identification, Party No. 2 shall
recruit and appoint the identified human resource(s). All decisions with
respect to the hospital Employees and the Medical Consultants, including
decisions in relation to their remuneration, appraisal, promotion, pay
revision, suspension and termination shall be taken by Party No. 2. It shall be
expressly noted that Party No. 2 shall be or deemed to be the employer of
any organisation, company, employee or consultant which hospital
employs or appoints for any remuneration or consideration.
xi. Appoint and terminate such personnel as required. The Management
Personnel and staff shall be directly recruited and remunerated by Party No.
2 and Party No. 2 shall be responsible for all tax deductions on the
remuneration paid to the said Management Personnel and staff for the
payment of applicable statutory benefits and compliances with applicable
labour laws, in relation to the Management Personnel and staff.
xii. Fix charges for the cash and company patients and share accordingly with
ORACLE.
xiii. Manage and operate, upgrade and/or purchase appropriate bio-medical and
medical equipment;
xiv. Fund, manage and operate key strategic and investment decisions with respect
to the management/ expansion of the Hospital. Where structural and physical
alterations are necessary, Party No. 2 shall take a decision in consultation with
ORACLE.
xv. International / Foreign Radiologists, Pathologists and other Specialists hired
by Party no. 2 should be duly certified by MCI to practise anywhere in India.
State Medical Council has no authority of certifying foreign doctors.
Completing all legal formalities in this regard is the responsibility of Party
No. 2 that will be completed as per prevailing law and norms.
ORACLE will not interfere in registration proceedings in any manner.
xvi. Party No. 2 shall also be responsible for:
a) Implementing quality protocol in the Hospital and extend such
cooperation and guidance as is necessary to the ORACLE for
securing accreditation from appropriate Boards and Authorities.
b) Formulate policies/systems for the awareness/publicity campaigns
for hospital and the medical services offered.

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 c) Execute staffing/recruitment of personnel at hospital, including
doctors, technicians, non-technicians, nurses and third-party
contract employees. This shall include identifying human
resource(s) as may be required for smooth and efficient running and
operations.
d) Party No. 2 shall aim to set up a quality clinical team and provide
quality diagnostic care.
e) Party No. 2 shall set up other hubs, spokes, satellite centres, clinics
and outstation OPDs
xvii. Party No. 2 shall bear all the necessary statutory payments arising from the
operations and management of the hospital.
xviii. Party No. 2 shall submit a monthly financial report for the perusal and
record of ORACLE.

9. INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIALITY:

Confidential Information shall mean any information disclosed by one
Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any
form whether tangible or intangible, including without limitation
documents, business plans, source code, software, technical/ financial/
marketing/ customer/ business information, specifications, analysis,
designs, drawings, data, computer programs, any information relating to
personnel or affiliates of a Party and include information disclosed by third
parties at the direction of a Disclosing Party. If any information is disclosed
orally, it shall at the time of disclosure be identified as confidential and
shall be summarized and designated in writing by the Disclosing Party and
delivered within 30 days of disclosure to the Receiving Party to qualify it
as Confidential Information. Confidential Information shall however,
exclude any information which (i) is/ was publicly known or comes into
public domain without any breach of this Agreement; (ii) is received by the
Receiving Party from a third party, without breach by the Receiving Party
or such third party of this Agreement or any other confidentiality or non-
use obligation towards Disclosing Party; (iii) was already in the possession
of Receiving Party, without confidentiality restrictions, at the time of
disclosure by the Disclosing Party; (iv) is permitted for disclosure by the
Disclosing Party in writing; (v) independently developed by the Receiving
Party without use of Confidential Information; (vi) is required to be
disclosed by the Receiving Party pursuant to any order or requirement from
court, administrative or governmental agency, provided that the Receiving
Party shall give the Disclosing Party prompt written notice of such order or
requirement and an opportunity to contest or seek an appropriate protective
order.Neither of the Parties shall, at any time, without the consent of the

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 other Party, divulge or offer or permit its officers, employees, or agents
to divulge to any person (other than to any of its or their respective
officers or employees who require the same to enable them to properly
carry out their duties), any information relating to the negotiations
concerning the operations, contracts, commercial or financial arrangements
or affairs of the other Party or any proprietary information of the other
Party. In the event of termination, the Parties shall promptly hand over all
relevant data, records, information etc. and any other material made
available pursuant to this Agreement, without retaining any notes,
duplicate copies, reproductions or summaries thereof. The obligations of
the Parties in this clause shall survive the termination of this agreement.
Any training material, literature, hardware, software, design data,
engineering data, scientific data, specifications, methods, operations,
technical information, designs, processes, procedures, passwords,
discoveries, patents, patent applications, trade secrets, concepts, ideas
and any other proprietary information provided to Party No 2 under this
contract are presumed to be confidential and proprietary information of
ORACLE. All such proprietary items shall be solely used for the purpose
of this Agreement and shall not be disclosed to any third party unless
ORACLE advises in writing.

10. GOVERNING LAW AND JURISDICTION: This Agreement shall be

construed, interpreted and governed by the laws of India, without
reference to conflict of laws principles. Parties mutually and unequivocally
agree that the courts, tribunals and judicial authorities situated in Pune
shall have jurisdiction to try and hear any matter or dispute that arises
between the parties.

11. ARBITRATION AND DISPUTE RESOLUTION: In case any dispute,

difference or question arises and cannot be settled mutually between the
parties, touching the intent, construction, meaning or effect of this
Agreement or any clause or anything herein contained or the rights or
obligations of the parties hereto under this Agreement or otherwise
howsoever in relation to this Agreement, shall be referred to a sole
Arbitrator mutually agreed upon and appointed by both the parties, and
shall finally be resolved by Arbitration proceedings with Pune as the
venue. The provisions of Arbitration and Conciliation Act, 2015 and any
statutory modification thereof for the time being in force shall apply to
such arbitration. Arbitration proceedings shall be conducted in the English
language and costs and fees for Arbitration proceedings shall be borne by
the parties equally.

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12. LIMITATION OF LIABILITY: There shall be no limits on the liability
of Mr. Chaudhari and Dr. Sharma for its responsibilities under this
Agreement. Mr. Chaudhari and Dr. Sharma shall be liable for all civil and
criminal actions including damages, including direct, indirect, general,
consequential, special and incidental, arising out of this Agreement.
ORACLE makes no warranties express, statutory, implied, or otherwise,
and it specifically disclaims the specific or implied warranties and
conditions of merchantability and fitness for a particular purpose.
ORACLE shall not be liable to Party No. 2 or any third party for any
indirect damages including towards costs of procurement of substitute
goods, lost profits or any other special, consequential, incidental or
indirect damages, however caused, and whether based on contract, tort
(including negligence), products liability or any other theory of liability,
regardless of whether Party No. 2 has been advised of the possibility of
such damages. Party NO. 2 shall be liable to ORACLE for damages
including costs, charges and third-party claims arising if any, in respect of
this agreement.

13. FORCE MAJEURE: Force Majeure means occurrence of event which

prevents the Party claiming Force Majeure from performing its
obligations under this Agreement and which act or event mean acts of
god, earthquakes, landslides, floods, volcanic eruptions or act of
war, invasion, armed conflict; or expropriation or compulsory
confiscation by any competent authority of any equipment; or any event
which is beyond reasonable control of and not arising out of the fault or
negligence of the affected party or failure of such party to perform its
obligations hereunder. In such an event, the obligations of the parties
shall extend by the period for which Force Majeure Event subsists and
the Parties shall bear their respective costs arising out of such Force
Majeure Event. For so long as the Party is affected by such Force
Majeure Event, it shall provide the other Party with regular written
reports containing information on the Force Majeure Event.

14. DAMAGE AND REPAIR: Party No. 2 shall maintain the ORALCE
SUPER-SPECIALITY HOSPITAL with it’s equipment and instruments in
good repair and condition, and shall make or cause to be made such routine
maintenance, routine repairs and alterations as it determines is necessary
for this purpose including (a) carrying out all repair, renovation and interior
work that it may consider necessary in the Hospital; (b) paint the exterior or
interiors of the Hospital and any part thereof. Party No. 2 in conformity
with ORACLE may undertake any major and structural repair to rectify any
major defect, flaw and damage in the Hospital, facilities, and equipment or

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 any part thereof (including the outer walls, buildings and ceilings of the
Hospital and/or any civil works, plumbing or electrical wiring within the
Hospital and/or appurtenances thereto (including electricity cables, water
and sewage systems) with a view to restore such damaged portion to its
original condition. All major and minor costs and expenses shall be borne
by Party No. 2. Party No. 2 shall ensure to process the claim from the
insurance carriers.

15. INDEMNITY: Party No. 2 shall defend, indemnify, protect and save
harmless ORACLE and their directors, officers, agents, servants and
employees from and against any and all suits, claims, demands, awards,
losses or damages of whatsoever kind or nature arising out of any negligent
act, error or omission of its directors, managers, agents, servants,
employees, subcontractors and retainees, in the performance of the services
under this Agreement, including, but not limited to, reasonable
expenditures for, and costs of, investigation, hiring of expert witnesses,
court costs, counsel fees, settlements, judgments, or awards.

16. USAGE OF LICENSES: Party No. 2 fully indemnifies Dr. Bhaghat and
shall hold him harmless from any claim, demand, liability, loss, damage of
any kind for the use of all the licenses and permits granted and held in the
name of Dr. Bhagat and/or Party No 1.

17. AUTHORITY & PERFORMANCE: Both parties have the legal right
and full power and authority to enter into and perform this Agreement and
any other documents to be executed by it pursuant to or in connection
with this Agreement. Both parties have obtained all necessary corporate
and other Licenses in relation to the performance of this Agreement. No
event has occurred and no matter, condition or state of fact or thing exists,
that would or is reasonably expected to be likely to, materially and/or
adversely affect the ability of the parties to operate and manage the
Hospital in the manner contemplated under this Agreement. The
execution, delivery and performance of this Agreement by Party No. 2
shall not conflict with or result in any breach or violation of any of the
terms and conditions, violate any lien, court order, judgment, injunction,
award, decree, writ or any other
restriction of any kind against, or binding upon, Party No. 2 or upon its
properties or business; or violate any law or regulation of India which
would affect the transaction contemplated under this Agreement.

18. MISCELLANEOUS:

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a) Relationship: Both Parties, in the performance of this Agreement, shall
be and act as Associate Partners. No provision of this Agreement shall
constitute either Party as employee, legal representative or agent of the
other, nor shall either Party have the right or authority to assume, create
or incur any liability or any obligation of any kind, express or implied,
against or in the name of or on behalf of the other Party except as
provided expressly under this Agreement.
b) Amendment: This Agreement may not be amended, modified or any
provision waived except by an instrument in writing signed by the
Parties hereto.
c) Severability: If any of the provisions of this Agreement become invalid,
illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not
be affected or impaired in any way.
d) Notice: Any notice or other information required or authorised by this
Agreement to be given by one Party to another may be given by hand or
sent by registered Post, in writing, to the other Party at the address
referred to in this Agreement or at such other address as the Party may,
from time to time, notify the other Party.
e) Assignment: No Party shall assign this Agreement without the prior
written consent of the other Party.
f) Entire Agreement: The Parties agree that this Agreement is the
complete and exclusive statement of the agreement between the Parties
which supersedes all proposals or prior agreements, oral and written,
and all other communications between the Parties relating to the
subject matter of this Agreement.
g) Counter Parts: The parties may execute this Agreement in counterparts,
which shall, in the aggregate, when signed by both parties constitute one
instrument. Thereafter, each counterpart shall be deemed an original
instrument as against any party who has signed it.This Agreement may
be executed in two (2) sets. Each copy shall be considered as an original.
h) Name & Branding: The Parties agree that the provision of services by
Party No. 2 shall be branded, promoted and marketed by Party No. 2 and
ORACLE. Any and all announcements or advertisement with respect to
this collaboration or provision of services by Party No. 2 at the Hospital
shall be jointly made by the Parties. The cost of branding, promoting,
marketing and advertising activities shall be borne by Party No. 2. Name
of the Hospital will be ORALCE SUPER-SPECIALITY HOSPITAL.
i) Amendments: No modification or amendment of this Agreement shall
be binding on the Parties unless confirmed in writing by the Parties or by
their duly authorised representatives.

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 j) Expansion of Collaboration:This Collaboration between the parties
can be expanded and extended to other region/ Country upon mutual
agreement between the parties. A new company may be registered during
the term of this agreement wherein, all empanelments will be transferred
to the new entity, along with any old receivable accounts.
k) Publication: Neither Party shall, without obtaining written consent from
the other party, make an announcement, or publicise in any manner
whatsoever, the contents of this Agreement, the transaction
contemplated hereunder or any other matter related hereto unless such
disclosure is required by applicable Law, in which case such party shall
endeavour to consult with the other Party prior to making the required
disclosure.
l) Third Party Benefit: Nothing herein contained is intended, nor shall be
construed to confer upon any third party any right, remedy, claim under
or by reason of this Agreement. This Agreement shall incur to the
benefit of, and be binding upon, the Parties and their respective
shareholders and/or members.
m) Relationship: This Agreement is intended solely as a partnership for
setting up, managing and running the Hospital and no employment,
agency, franchise, or other form of agreement or relationship is
intended to be created between the Parties. It is specifically understood
between the Parties that the relationship between Parties contemplated
under this Agreement is strictly on a principal to principal basis.
Nothing in this Agreement will be construed to make the
employees/representatives of one Party to be construed as the
employees/representatives of the other Party. Either Party shall have no
authority to make any contract in the name of or otherwise to bind the
other or any of its subsidiaries or affiliates.

READ, AGREED AND SIGNED UPON BY THE PARTIES OR BY THEIR

DULY AUTHORISED REPRESENTATIVES:

FOR PARTY NO 1 FOR PARTY NO 2

Signature: Signature:

Name: Name:

Address: Address:

STAMP: STAMP:

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WITNESS No 1: WITNESS No 2:

Signature: Signature:

Name: Name:

Address: Address

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 ANNEXURE

LIST OF LISENCES

1. Consent to Operate under the Air (Prevention and Control of Pollution) Act,
1981and Water (Prevention and Control of Pollution) Act, 1974

2. Authorisation under the Bio-Medical Waste Management Rules, 2016

3. Authorisation under the Hazardous and Other Wastes (Management and Trans
boundary Movement) Rules, 2016

4. NOC for occupancy under the applicable state fire and rescue services authority

5. License under the Petroleum Act, 1934, if applicable

6. Registration under the state legislation governing operating of lifts for erection and
working of a lift

7. Registration under state legislation regulating medical establishments

8. Registration under Shops and Establishment Act of the State

9. License to store and sell drugs under the Drugs and Cosmetics Act, 1940

10. License for Narcotic Drugs and Psychotropic Substances Act, 1985

11. Registration under Pre-Natal Diagnostics Techniques (Registration and Prevention of

Misuse) Act, 1994

12. Registration under the Medical Termination of Pregnancy Act, 1971

13. Registration of radiation-generating equipment with Atomic Energy Regulatory Board

14. License for possession and use of denatured or rectified spirits under the applicable
prohibition statutes.
15. Certificate of Registration of the establishment under the Contract Labour (Regulation
and Abolition) Act, 1970

16. Provident Fund Registration under the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952

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17. Registration under the Central Goods and Services Act and the Maharashtra Goods and
Services Tax Act

18. Certificate of Registration of the Establishment under the Employees State Insurance Act,
1948

19. Trade License from local Municipal Corporation, if applicable

20. Proceedings of the Chief Commissioner of Income Tax under the provision of II(B)
Section 17 (2) Income Tax of 1961

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