Dr. Kaweesi Israel, Uganda MOU
Dr. Kaweesi Israel, Uganda MOU
This Service Agreement (“Agreement”) executed on 05th day of March, 2024 (“the
Effective Date”);
By and Between:
Arnam Impact Private Limited, a company registered under the Companies Act, 2013,
and having its office at A/36, Roopdarshan, Off Juhu Lane, Andheri West, Mumbai 400058
(“Company”) which expression shall, unless it be repugnant to the subject or context
thereof, include its successors in interest and assigns), of the FIRST PART;
AND
Name :- Dr. Kaweesi Israel a company, and having its registered office at Mukono
General Hospital Jinja Highway kampala Uganda, (“International Alliance
Partner”), which expression shall, unless it be repugnant to the subject or context thereof,
include its successors in interest and permitted assigns) of the SECOND PART.
The Company and the International Alliance Partner are hereinafter collectively referred to
as the “Parties” and individually as a “Party”.
WHEREAS
A. The Company is engaged in the business of holistic patient care solutions in India
and globally.
B. International Alliance Partner is engaged in the business of providing healthcare
services; and
C. Based on the representations, warranties, covenants, indemnities and assurances
made and provided by the International Alliance Partner, the Parties have agreed to
enter into this Agreement to facilitate the objectives as set out in this Agreement.
The covenants of the company and the International Alliance Partner are specified in
Schedule 1 of the Agreement.
3.1 Such Party is (i) a company or a proprietor as the case may be, duly incorporated
and validly existing as a company under the laws of India or respective country; (ii)
3.2 The execution, delivery and performance of this Agreement have been duly
authorized by all necessary actions on the part of such Party, and this Agreement
has been duly executed and delivered by, and is a legal, valid and binding obligation
of, such Party, enforceable against such Party in accordance with its terms.
3.3 Such Party shall perform its obligations hereunder in a manner that complies with all
applicable laws, including, without limitation, the procuring of all required permits,
certificates, approvals and inspections, and it shall cause its employees, agents, and
suppliers to comply with all applicable laws.
4.1 The Parties recognize, accept and agree that all tangible and intangible information
obtained or disclosed by either Party to the other Party and/or its staff, including all
details, documents, data, business/customer information, customer transactions,
information relating directly or indirectly to the disclosing Party, practices and
business trade secrets, know how, strategies, processes, methodologies (all of which
are hereinafter collectively referred to as “Confidential Information”) shall be
treated as absolutely confidential and secret and the Parties irrevocably agree and
undertake that all its staff shall keep the same as secret and confidential and shall
not disclose the same, in whole or in part to any person or persons (including legal
entities) at any time or use or allow the Confidential Information to be used for any
purpose other than as may be necessary for the due performance of the obligations
by either Party hereunder. The provision of this clause shall survive the termination
and expiry of this Agreement.
5.1 Each Party shall own their respective patents, trademarks, permits, service marks,
brands, trade names, trade secrets, proprietary information and knowledge,
technology, computer programs, databases, copyrights, licenses, franchises,
formulae, designs, and all other intellectual property (all of which are hereinafter
collectively referred to as “Intellectual Property”), or any part thereof, and shall
not, directly or indirectly, do any act which adversely affects the Intellectual Property
rights of the other Party.
a.
5.2 Each Party shall have a limited right to use Intellectual Property of the other Party,
as directed by the other Party for the purposes of performing its obligations under
this Agreement.
5.3 The Parties hereby agree that the Parties shall cease to use the Intellectual Property
of the other Party upon termination of this Agreement.
6.1 This Agreement shall come into effect from the Effective Date and continue to
remain in force for a period of one year and shall be auto-renewed annually, unless
terminated earlier in accordance with the provisions of this Clause herein below
(“Term”).
6.2.1 For convenience by giving a prior written notice of 1 (one) month in writing
with assigning a reason;
6.2.3 Use of the Intellectual Property without the prior written consent;
6.3 It is hereby agreed and understood by the Parties that the provisions of this Clause
shall not limit or restrict nor shall they preclude any Party from pursuing such
further and other legal actions, against the other Party for any breach or
non-compliance of any of the terms of this Agreement.
6.4 In the event that this Agreement is terminated for any reasons: (i) each Party shall
forthwith hand over to the other Party the possession of all documents, material and
any other property belonging to the other Party that may be in the possession of
such Party or any of its employees, agents or individuals assigned to perform the
services under this Agreement within 15 (fifteen) working days from the date of
termination or earlier determination of this Agreement; (iii) each Party shall
forthwith stop using the Intellectual Property of the other Party, and (iii) each Party
shall settle all outstanding payments, if any, towards the rendition or facilitation of
the services as provided under this Agreement within 15 (fifteen) days from the date
of such termination or expiry of the Agreement. The Parties hereby agree that that
there shall not be any subsequent payment made after full and final settlement of
the dues against the services rendered up to the date of termination of this
Agreement.
6.5 This Agreement cannot be terminated by either parties during the on-going
treatment of patients referred by the International Alliance Partner in India.
7. INDEMNITY
Without prejudice to any other rights available to the Parties under law, or in
8. ASSIGNMENT
This Agreement and the rights and obligations hereunder shall bind and inure to the
benefit of the respective successors of the Parties hereto. The International Alliance
Partner shall not assign, transfer or sub-contract, any of its rights and obligations
hereunder to any other person without the prior written consent of the Company.
The Company shall have the right to assign, transfer or sub-contract, any of its
rights and obligations hereunder to any other person at its sole and absolute
discretion.
9.2 The rights and obligations of the Parties under, or pursuant to, this Agreement, shall
be under the exclusive jurisdiction of the courts located in the United Kingdom.
10.1 If any dispute arises between the Parties hereto during the subsistence of
this Agreement or thereafter, in connection with the validity, interpretation,
implementation or alleged breach of any provision of this Agreement or regarding a
question, including the question as to whether the termination of this Agreement by
one Party hereto has been legitimate, the Parties hereto shall endeavor to settle
such dispute amicably. The attempt to bring about an amicable settlement is
considered to have failed as soon as one of the Parties hereto, after reasonable
attempts which attempt shall continue for not less than 30 (thirty) days (“Dispute
Resolution Period”), gives a notice thereof to the other Party in writing.
10.2 In case of such failure, either Party may refer the dispute to a sole arbitrator
jointly appointed by the Parties. If the Parties fail to jointly appoint an arbitrator
within 30 (thirty) days after the end of the Dispute Resolution Period, the arbitrator
shall be appointed in accordance with the Arbitration Act under UK Law. The
arbitration proceedings shall be governed by the Arbitration Act. The seat and venue
of arbitration shall be the United Kingdom. The arbitration proceedings shall be
governed by English Common Law. The proceedings of arbitration shall be in the
English language. The arbitrator’s award shall be substantiated in writing. The court
of arbitration shall also decide on the costs of the arbitration proceedings. The
11. MISCELLANEOUS
11.1.1 Any provision of this Agreement may be amended or waived if, and only if
such amendment or waiver is in writing and signed, in the case of an
amendment by both the Parties, and in the case of a waiver, by the Party
against whom the waiver is to be effective.
11.1.2 No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
11.2 Notices
ii.This Agreement constitutes the entire understanding between the Parties with respect
to the subject matter hereof and supersedes all prior understandings and
negotiations, both written and oral, between the Parties, with respect to the subject
matter of this Agreement.
11.4 Severability
This Agreement together with all Schedules hereto forms an integral part of this
Agreement.
11.6 Counterparts
This Agreement may be signed in any number of counterparts, all of which taken
together and when delivered to the Company and the International Alliance Partner
shall constitute one and the same instrument.
Signature:
Signature:
Name: Mansi Mehta
Designation: Managing Director Name:
Designation:
Authorized Signatory
Authorized Signatory
CONSIDERATION
The Company has agreed to share the revenues arising from this arrangement in
the following manner:
1. When only 3 parties are involved, i.e Indian Hospital or Indian Doctor, CancerMitr,
International Partner:
2. When 4 parties are involved, i.e Indian Hospital or Indian Doctor, CancerMitr,
International Partner and any local partner who is referring patients:
● The Company shall make the payment to the International Alliance Partner within 15
(fifteen) days from the date of receipt of the service fee payment from the
concerned hospital/ partner/ patient. All payments shall be subject to applicable
taxes.
The Parties hereby agree that the aforesaid consideration shall be paid to the
International Alliance Partner only upon payments received by the Company from
the referral patients.
● The Parties hereby agree that the revenue share shall be equally divided in the OPD
camps between both the Parties.
● The Parties hereby agree that the revenue share will be equally divided in surgical
camps between the Company, the International Alliance Partner and the concerned
Indian hospital after deduction of medicines and consumables.
● The Parties hereby agree that any bank charges for the transaction contemplated
under this Agreement shall be equally borne between the Parties.