Terms And Condition

FRANCHISEE AGREEMENT

This agreement is executed at Pune on this -------------- day of --------- 2016.

BETWEEN

MEDITATION HEALTH CARE (OPC) PRIVATE LIMITED, a One Person Company incorporated under the companies act 2013, having CIN U74999PN2016OPC165941 and having its registered office address at Shop No 10, 5th Floor, G Wing, Kk Market, Sr No 19a/3b, Dhankawadi, Pune 411037 hereinafter referred to as “Franchisor” (which expression shall mean and include their Successors, Legal representatives and Attorneys of ONE PART) hereinafter referred to as Franchisor and called as FIRST PARTY OF AGREEMENT.

AND

MR ____________________________________________, S/o ……………………………, aged about…… years Indian Inhabitant Residing At ............................ ……………………………, hereinafter referred to as “Franchisee” ( which expression shall mean and include their Successors, Legal representatives and Attorneys of the SECOND PART); hereinafter called as SECOND PARTY OF AGREEMENT. each a party and collectively referred to as parties.

  1. Franchisor on its part has entered into the business of medical consultancy healthcare centers, diagnostic centers, dispensaries, medicals, clinics, treatment of persons suffering from injuries and illness, disabilities and deficiencies, online treatment consultancy organize campaigns relating to the homeopathic, allopathic, ayurvedic , unani, bio-chemic and other medical various treatment campaigns and advisory services and is interested in furthering his business through franchise operated from his above mentioned address or other address as informed to Franchisor from time to time maintaining uniform standard facilities and services including uniformity in the charges levied form the patients for rendering the specified services.
  2. “Franchisee” on his part is interested in entering into the business of providing health services through his/their hospitals /clinics to their patients.
  3. Franchisor is desirous of appointing “Franchisee” to impart/conduct, manage and operate the services through his/their hospitals/clinics as per the uniform norms set up by mutual understanding in respect of nature of services and cost of services to the patient.
  4. “Franchisee” is desirous of taking over the services offered by Franchisor for the purpose of its operations and management to carry out business on the terms and conditions contained herein.
  5. The purpose of this Agreement is to set forth the terms and conditions under which the parties to the Agreement shall conduct themselves during the substances of Agreement.

Both, the parties as above ,have expressed a desire of entering in to a franchise agreement to meet their respective objectives, which are set out herein below,

NOW, THEREFORE IN CONSIDERATIONS OF FORGOING AND OF OTHER GOODS AND VALUABLE CONSIDERATION THE RECEIPT AND SUFFICIENCY OF WHICH IS HERE BY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1: DEFINITIONS AND INTERPRETATIONS

For the purpose of this Franchise Agreement, and all Exhibits attached hereto, the following terms, phrases, and their derivations shall have the meanings given below unless the context clearly mandates a different interpretation. .

The definitions are applicable regardless of whether the term is capitalized.

  1. "AGREEMENT" means this agreement along with all exhibits, annexures and schedules attached hereto and all instruments supplemental to or in amendment or furtherance or confirmation of this agreement , entered into in writing, in accordance with this terms.
  2. "CONFIDENTIAL INFORMATION" shall mean all documents, accounts, business plans, data of scientific , technical, commercial or financial nature and any other information of the said One Person Company either in oral or return, graphic, electronic or machine readable form whether or not the information is expressly stated to the confidential or marked as such, all intellectual property including but not limited to designs list of assets, customer list, trademark, patents, formula or source code of any software, details of any customer documentation.
  3. "EXISTING PATIENT" means any patient to which the ONE PERSON COMPANY has furnished services within a period of two (2)years before the date of entering into franchise Agreement.
  4. "MEMBER" means any patient referred by ONE PERSON COMPANY to the franchise who has availed membership of the health scheme offered by the ONE PERSON COMPANY .
  5. "DOCUMENT" OR "RECORDS" means written or graphic materials, however produced or reproduced, or any other tangible permanent record, including records maintained by computer or other electronic or digital means, maintained by the Franchisee in the ordinary course of conducting its business.
  6. "ACT/STATUTORY PROVISIONS" means application of its provisions and amendments if any thereto and /or Rules, Guidelines, Circulars, Instructions issued there under by the Government of India/ State Government.
  7. "COMPLIANCE" In order to protect the reputation and goodwill of the Franchisor and to maintain uniform standards of operation in connection with the Proprietary Marks, the Franchisee shall conduct its business in strict compliance with the operational systems, procedures, policies, methods and requirements prescribed in the Manuals and any supplemental bulletins, notices, revisions, modifications or amendments thereto, all of which shall be deemed a part thereof.
  8. "FRANCHISE" means the right granted by the Distribution Licensee to operate and maintain the distribution system within the franchise area as embodied in this agreement for providing health services to the patients within the franchise area.
  9. "FRANCHISEE" means a person or an agency or a company authorised to concern person to provide health care services on its behalf in a particular area within jurisdiction of authorized by franchise agreement.
  10. For the purpose of this agreement, the following expressions shall bear respective meaning set forth below,

SECTION 2: GRANT OF THE FRANCHISE

  • * The “Franchisor” warrants and represents that it is a ONE PERSON COMPANY , validly existing and a good standing under the laws of republic of India and has all requisite power and authority to enter into this agreement with Franchisee. All the obligations of the “Franchisee” under this agreement are legal, valid and binding obligations enforceable in accordance with its terms. There are no proceedings pending against the franchisee, which may have an advice effect on the ability of the franchisee to perform and meet its obligations under this agreement.
  • * On consideration of the “Franchisee’s” applications and relying on such assurances and representations that “Franchisee” has made to Franchisor, the Franchisor appoints the franchisee as a franchisee on the terms and conditions set forth in this agreement and in the website.
  • * There is no product and/or service and/or territorial exclusivity granted to the “Franchisee” as part of this Agreement by Franchisor and the Franchisor may give such right or a similar right to persons other than “Franchisee” to sell services anywhere including geographic area surrounding the premises.

SECTION 3: SERVICES, TERMS & CONDITIONS

  • 1. Subject to terms and conditions of agreement the Franchisor may refer from time to time potential patients to franchisee. The first shall give second party a written notice of potential patients by online lead entry page / through email return receipt requested.
  • 2. The franchisee will act as single point entry for all services provided by Franchisor falling within a purview of this agreement.
  • All the services falling within the purview of this agreement will be made to “Franchisee” based upon standard conditions of services as set by mutual understanding for all its “Franchisee” outlets from time to time.
  • The intellectual property rights including the concept of providing of services will rest with the Franchisor.
  • Franchisor and Franchisee shall conduct business at all times, in accordance with the applicable statutes, regulations, notification etc., issued by the government or any other statutory authority.
  • ”Franchisee” will keep providing the services within the purview of this agreement through their outlet. ”Franchisee” will not enter into direct or indirect agreements with any other services providers, aggregators, distributors or any similar entity in India for this purpose, for the duration of this agreement

OTHER TERMS & CONDITIONS

  • * Members referred to the Franchisee by the One Person Company will be patients of the One Person Company and not of the franchisee.
  • * The One Person Company agrees to provide the information about discounts available to members and also the consultation and disease management fees in advance to franchisee. franchisee shall collect the fees as per the information provided by the One Person Company. Fees collected from the members of the One Person Company must be deposited with the One Person Company within 48 hours. Any default will be liable to legal action and franchisee doctor will be liable to appropriate legal action.
  • * Franchisee agrees to provide checkup services to members of the One Person Company or other patients demanding services of One Person Company and not to suggest any treatment or to issue any prescription. Franchisee further agrees to submit medical history and checkup reports to the One Person Company within 48 hours the One Person Company provide medicines to the members directly.
  • * The One Person Company will pay separate charges for the services of franchisee availed at health checkup camps organized by the One Person Company . Charges will be decided mutually by parties to the agreement in advance.
  • The franchisor will have an branding theme in future which has to be followed by franchisee.
  • * For every business meeting franchisor & franchisee should be present.
  • * The One Person Company is having absolute right to change ,amend ,alter or modify the terms and conditions of this agreement and website contents.

SECTION 4 REPRESENTATIONS AND WARRANTIES

Each party represents and warranties that :

  1. it has the necessary power and authority to enter into this agreement and to carry out its obligations hereunder and to grant the rights herein granted;
  2. it will conduct business in a manner that reflects favorably on the other party and its products and its products and services;
  3. it will make no false or misleading representations with respect to the other party and its products and services; and
  4. it will make no representations, warranties or guarantees with respect to the specifications, features or capabilities of the other party's products and services that are inconsistent with the other party's Marketing Materials.

SECTION 5: CONFIDENTIALITY

  1. “Franchisee” shall keep all information of confidential nature received from the franchisor/Patient in whatever form as strictly confidential and shall not disclose it to third Parties without the prior written consent of Franchisor/Patient during the term of this Agreement.
  2. “Franchisee” agrees not to disclose revenue information without prior written consent.

SECTION 6: LIMITATION OF LIABILITY

The Parties shall not be liable for any incidental, special, indirect or consequential damages arising out of or relating to this Agreement.

SECTION 7: TERMS

This Agreement comes into force on the date of signing this Agreement and shall continue for One Year after this date. This agreement may be extended on the mutual agreement of both parties, unless earlier terminated in accordance with the agreement.

SECTION 8: TERMINATION

  1. This agreement may be terminated by either party by giving without assigning any reason by giving prior written notice of ninety(90) days.
  2. Franchisor shall be entitled to terminate this agreement, with immediate effect upon happening of one or more of following:
    1. Any breach or violation of any of the terms and conditions of this agreement by the “Franchisee”, if within seven (7) days of written notice from Franchisor of the breach or violation, such breach or violation is not cured, provided that no cure period shall be applicable for the violation of any applicable law.
    2. Failure of the “Franchisee” to provide the services to the patients as per the expectations of Franchisor.

SECTION 9: APPLICATION OF LAW

The parties also agree that this Agreement and its performance shall be governed by and construed in accordance with the laws of India.

SECTION 10: ENTIRE AGREEMENT

This Franchise Agreement constitute the entire, full and complete agreement between the parties hereto concerning the subject matter hereof with no other representations having induced Franchisee to execute this Agreement. No amendment, change or variance from this Agreement shall be binding on the parties hereto unless mutually agreed to by the parties and executed by themselves or their authorized officers or agents in writing.

SECTION 11: NOTICES

Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered or mailed by certified mail, return receipt requested, or dispatched by overnight delivery envelope, or transmitted by facsimile or sent by other electronic means if the sender can verify receipt. Notices shall be sent to the respective parties at the following addresses unless and until a different address has been designated by written notice to the other party ADDRESS

Address for Notices:

  1. MEDITATION HEALTH CARE (OPC) PRIVATE LIMITED

    SHOP NO 10, 5TH FLOOR, G WING, KK MARKET,

    SR NO 19A/3B, DHANKAWADI PUNE 411037.

    EMAIL: drmrkarne@gmail.com

  2. ………………………………………………………………………………………………

    …………………………………………………………………………………………………………

    Email : …………………………………………………… . . .

SECTION 12: DISPUTE RESOLUTION AND JURISDICTION

  1. Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the [Indian] Arbitration and Conciliation Act, 1996 and amendment act, 2015.
  2. The arbitral tribunal shall be composed of three arbitrators, one arbitrator appointed by Franchisor, a second arbitrator appointed by “Franchisee” and a third arbitrator to be appointed by such arbitrators.
  3. The place of arbitration shall be at pune and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties to be made in Pune.
  4. The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law.
  5. The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties, and the provisions of the [Indian] Arbitration and Conciliation Act, 1996 and amendment act, 2015 shall apply.
  6. The rights and obligations of the Parties under, or pursuant to, this Clause, including the arbitration agreement in this Clause, shall be governed by and be subject to Indian law, and the agreement shall be subject to the exclusive jurisdiction of the courts at Pune. forth above.

in witness whereof, each of the parties hereto has caused the agreement to be executed by its duly authorised representative on the date set forth above.

FOR MEDITATION HEALTH CARE (OPC) FOR FRANCHISEE
PRIVATE LIMITED (FRANCHISOR)
AUTHORIZED SIGNATORY

WITNESS 1

Signature:

Name :

Address :

WITNESS 2

Signature:

Name :

Address :


Meditation Health Care © 2017 / ALL RIGHT RESERVED

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