Support Function:

Madhavbaug shall provide support function to Second party at additional cost, which may be decided as and when required. Such support functions are enumerated as below:

• Patient Leads
• Marketing
• Monthly Administrative support
• Annual Training program
• Any other support specifically requested

Permitted and Prohibited Uses:

The Second Party shall use name “Madhavbaug Associate”only:

1. while the Licence is in effect, 
2. in the Unit, 
3. in compliance with all applicable laws and regulations, 
4. in accordance with the policies, specifications, directions and standards of the Company as may reasonably be stipulated by the Company to the Second Party and Second party shall adhere to such standards from time to time, and

–   The Second Party shall not, directly or indirectly, use the Brand name in any other way. Without limiting the foregoing, the Second Party shall not use the Brand name as part of any composite brand name, that is, in close proximity or in combination with any brand name (s) held by the Second Party or any third party. 

Inspection and Approval:

The Second Party shall assist the Company to verify and enforce the Second Party’s obligations under this Agreement, and in particular, to inspect the quality of administration/running of the Unit. 

The Second Party shall, as and when the Company desires, always permit and assist the Company to:

1. enter the said Unit where the Second Party practice; and
2. Observe the Second Party ‘s activities relating to the Associate 

Obligations, Representations and Covenants by the Second Party:

The Second Party shall, during the Term, at its own cost and expenses, obtain and keep valid all the requisite licenses, permits and approvals from the concerned Government authorities/departments to carry on its practice in the said Unit, and shall keep the Company fully indemnified in respect thereof.

The Second Party shall comply with all the laws, rules, regulations, notifications, norms, procedures etc. laid down by the Government/authorities/departments from time to time, applicable to its practice.

The Second Party shall alone be responsible and liable for all its advices given to its patients and Company shall not be held responsible for any medical negligence.

The Second Party shall not utilize name for any other location unless permitted by Company.

The Second Party shall maintain Accounting, Record keeping, data maintenance and dispensing medicines. 

The Second party shall, as and when it requires medicines from the Company, make prior payment of the medicines to the Company and upon payment thereof, the Company shall give the medicines to the Second Party. 

In case the Second Party delays or defaults in payment of the aforesaid consideration and/or any amounts payable under this Agreement, the Second Party shall be liable to pay interest @ 18% per annum from the date these amounts become due until the date of actual payment, and the same would be without prejudice to the rights of the Company under any applicable law and the Agreement.

The Second Party shall, from time to time during the subsistence of this Agreement, bear and pay any taxes, levies which may be imposed on the consideration, security deposit etc. by the Government (such as Goods and Service Tax, etc.) relating to this Agreement and shall keep the Company fully indemnified in respect thereof.

Use of Company network resources to illegally distribute or duplicate unauthorized copyrighted or licensed material is prohibited. Second party shall not make unauthorized copies of copyrighted software, except as permitted by law or by the owner of the copyright

Termination: 

In case of breach of any of the terms and conditions, if committed by the Second Party herein, the Second Party shall cure the same within 7 (seven) working days from the receipt of the notice given by the Company to the Second Party. In the event the said breach is not cured within the stipulated period of 7 (seven) working days, the Company shall be entitled to terminate this license with immediate effect.

Notwithstanding the notice period mentioned in the sub clause above, if the Second Party fails to pay the consideration for 30 (Thirty) days from the date of billing, the Company shall be entitled to terminate this Agreement forthwith without giving any notice to the Second Party.

Further, notwithstanding anything contained herein, if the Company is of the opinion that the conduct of the Second Party is unethical or if the Second Party does or causes to be done or engages in any conduct which in the opinion of the Company, acting reasonably, is detrimental to the Brand name or to the goodwill connected with it then the Company shall be entitled to terminate this Agreement forthwith without giving any notice to the Second Party.

Upon termination or expiration of this Agreement for any reason, the Second Party shall:

1. cease all use of the Madhavbaug Associate;
2. destroy all materials bearing or referring to any or all of the Brand name; and
3. cancel all orders for materials bearing the Brand name, including without limitation, all advertising using or referring the Brand name;

       And shall not:

1. attack or challenge the validity, ownership or enforceability of the Brand name or of any registrations for the Brand name anywhere in world, or the Company’s rights relating to the Brand name or in any such registrations; or
2. claim, use, or apply to register, record or file in any jurisdiction any brand name, trade name, corporate name, domain name, email address, social media user name, met tag, AdWords or similar search term, copyright or design that is identical with, confusingly similar to, clearly derived from or based on the Brand name or that includes the Brand name.

• Indemnity

The Second Party hereby agrees to indemnify, and shall keep indemnified, save, defend and hold Company, harmless from any and all claims, allegations, demands, liabilities, losses, damages, awards, judgments or settlements, including all reasonable costs and expenses related thereto including attorney’s fees (“Claims”), which may be asserted, granted, imposed or brought against Company for any or all of the following:

1. breach by the Second Party of any of its obligations, terms and conditions contained in this Agreement; and/or 
2. any act or omission on the part of the Second Party in carrying its practice which results in loss, expense, or damages to Company or a third party making a claim against Company; or
3. any representation and/or warranty of the Second Party found to be untrue or misleading in any manner whatsoever; or
4. any advice/treatment etc. given by the Second Party or its doctor to any patient/s which results in bodily injury to such patient/s.

Jurisdiction 

All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the Thane Court only.  And that the courts, tribunals and/or authorities at Thane only shall have jurisdiction to entertain, try and decide such disputes or differences arising out of or pertaining to this Agreement, irrespective of the location of unit.

Confidentiality

“Confidential Information” shall mean all information that is not generally known and which is obtained/received during the Term of this Agreement and relates directly to the business of the Parties, their internal operations, commercials, technical knowledge, product knowledge and any categories which may affect the running of business for both the party / parties, whether or not such information has any commercial value.

The Second Party shall keep the Confidential Information confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers, agents, doctors and employees who need the Confidential Information to enable the Second Party to carry its practice in terms of this Agreement and provided that such officers, agents, doctors and employees are also obliged to keep such Confidential Information confidential and secret. 

The Second Party hereby agrees and undertakes:

1. that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Company; 
2. that its right to use Confidential Information shall wholly cease upon the termination of this Agreement; and 
3. to return to the Company on termination of this Agreement all material embodying Confidential Information (including, without limitation, information stored on computer disks) or any part thereof and all copies thereof.

Independent Contractor

Both the Parties are acting solely as independent entities on principal-to-principal basis and not as an agent of the each other. 

The Second Party shall be responsible for ensuring payment of wages/ salaries and other remunerations and benefits to the employees, doctors, agents, personal etc. appointed by it in accordance with their term of employment and the applicable laws. The Second Party shall comply with all laws, including but not limited to labour laws, rules, regulations and ordinances applicable in respect of employees, doctors, agents, personal etc. appointed by it.

It is expressly clarified that the employees, doctors, agents, personal etc. of the Second Party will not be considered the employees of the Company under any circumstances whatsoever and shall not be eligible to participate in any of the benefit or similar programs of the Company. The Second Party shall also inform the same to all its employees, doctors, agents, personal etc. that they will not be considered representatives or employees of the Company for any purpose whatsoever, and that the Company shall not be liable to any of them as an employer for any claims or causes of action arising out of or relating to their assignment.

Notices 

The addresses and other information for service of notices to the Parties are as provided in the caption of this Agreement.

Any changes in the above particulars of a Party shall be conveyed to the other Party in writing without delay.

Any notices sent under this Agreement must be in writing and shall be served by personal delivery with due acknowledgment or by sending the notice by registered post or courier at the address given above or at such other address as the relevant Party may give for the purpose of service of notices under this Agreement