Big Companies utilizes the facility of medical services offered by Professionals in the premises of company for their employees. This will satisfy statutory requirements and help to maintain health care services for employees.
Sample Format of Agreement between Company and Medical Professional is given below.
AGREEMENT OF SERVICES
This agreement is made at _________ on the ___ day of __ 20___ by and between
____________________ __________________Ltd having its office at
____________________ ____________________ through its Authorized signatory,
Mr._________________ (hereinafter referred to as the "Company", which expression
shall mean and include its successors and assigns ) of the FIRST PART;
__________ Services Limited a company incorporated under the Companies Act, 1956, having its registered office at ____________________ ____________________ through its authorised signatory______________________ (hereinafter referred to as the "Hospital", which expression shall mean and include its successors and permitted assigns ) of the SECOND PART.
Company and Hospital collectively referred to as the "Parties" and each individually as a "Party".
WHEREAS, Hospital is engaged in the business of Hospitals and allied medical services through its professionally qualified medical personnel and staff to various commercial premises;
WHEREAS, Company is in need of medical facilities and services (as described later) at its office location at ____________________ ____________________ (the "Premises");
NOW THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1.1 Subject to the provisions of this Agreement, Hospital shall provide, as an independent professional agency, medical services more specifically stated in Annexure - A (hereinafter referred to as the "medical services") and Company agrees to avail the medical services from Hospital. Hospital shall provide the above services on the Premises on the stipulated timings agreed with Company.
1.2 Subject to earlier termination in accordance with the provisions of this Agreement, the term of the Agreement shall be for a period of one year from ___________ to ____________.
1.3 In consideration of the medical services provided by Hospital, Company agrees to pay the fee ("the charges"), as per the rates mutually agreed and appended herein as Annexure 'A'.
1.4 The charges agreed and set forth in Annexure 'A' is exclusive of taxes, duties and levies, except for taxes based on the net income of Hospital. The payment shall be subject to Deduction of Tax at Source and such other taxes as may be applicable on Hospital.
1.5 The charges shall be payable to Hospital on a monthly basis. Hospital shall issue an invoice to Company, for the charges payable for the month for the medical services provided in that month and shall submit the invoice to Company.
1.6 Company agrees to pay the charges to Hospital within 30 days from the receipt of the invoice.
2 Obligations, representations and warranties by Hospital and rights of
2.1 Hospital has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business.
2.2 Hospital is in compliance of all laws, regulations and rules in the conduct of its business and the running of its business establishment.
2.3 Hospital represents and confirms that all the persons engaged by it in providing the medical services at Company shall be its employees of Hospital (herein "Hospital personnel") and shall be under the control of Hospital. In any case, Hospital shall be solely responsible for (i) making any and all payments and benefits due to the Hospital personnel including without limitation, Wages (including minimum wages), Dearness Allowance, Bonus, Provident Fund, Gratuity, Employees State Insurance, workmen' compensation, terminal benefits, and any and all other benefits that are due to the Hospital Employees under applicable law; and (ii) maintaining appropriate registers and records, and filing of appropriate returns with appropriate authorities, as may be required under applicable law. Hospital shall ensure that none of the Hospital personnel make any claim against Company, or any of the Directors, Managers, officers, employees and representatives of Company, under any circumstance.
2.4 Hospital will provide uniformed and trained Nurses, with approved background verification, to provide such services at the Premises, in duty shifts and locations as may be requested by Company from time to time. The provisions of said medical services, forming part of this Agreement are the binding obligation of Hospital for operations and performance of this Agreement. Hospital shall ensure that the Hospital personnel provided by it maintain perfect discipline and behavior and they shall not in any manner cause any interference, annoyance or nuisance to Company or its employees, officers and customers.
2.5 Hospital shall take and keep in force all necessary insurance cover in respect of Hospital personnel to be employed or engaged by it in connection with rendering of the medical services.
2.6 It is agreed by and between the parties that this Agreement does not create a relationship of master and servant vis-a-vis Company to Hospital.
2.7 Hospital represents and warrants to Company that Hospital is a company duly incorporated and has full corporate power and authority to enter into and perform its obligations set forth in this Agreement.
2.8 Hospital shall provide adequate supervision to ensure correct performance of the said medical services in accordance with the prevailing assignment instructions agreed upon between Company and Hospital. Especially in the storage of drugs /vaccines to prevent misuse and in disposal of medical waste as per EHS norms.
2.9 Hospital reserves the right to change the Nurses with prior intimation to Company, emergencies exempted. In such a case, Hospital will ensure that the replacement staff has undergone sufficient on the job training to maintain the desired level of service.
2.10 The officers designated by Company will have full access to inspect the medical rooms from time to time to satisfy them for the services provided by Hospital and bring the same to the notice of Hospital to rectify the defects/shortcomings, if any.
2.11 Hospital personnel shall behave in utmost professional manner and shall always be courteous and well mannered. The uniform and other apparels of the personnel shall be clean and neat.
2.12 Each party shall indemnify and keep indemnified other party against all losses, damages, claims, liabilities, costs and expenses incurred or suffered by Company on account of breach or default by other as per this agreement. Hospital shall indemnify and keep indemnified Company against all losses, damages, claims, liabilities, costs and expenses incurred or suffered by Company on account of breach or default by Hospital (and/or its personnel) in performance or fulfillment of the obligations, covenants, representations or warranties set forth herein or against any claim, loss, damage occurred or caused to Company due to acts or omissions or carelessness or negligence of the personnel employed or engaged by Company for provision of the medical services.
2.13 That it is expressly understood and agreed between the parties to this Agreement that the nurses and other persons deployed by the Hospital shall be the employees of the Hospital for all intents and purpose and in no case, shall there be a relationship of employer and employee between the said persons and Company.
3 Company's Obligations
3.1 Company shall pay separately for any additional services provided by Hospital that re not covered under this Agreement.
3.2 The medical services stipulated in this Agreement are for the exclusive use of Company and its associates only and cannot be subcontracted or used by a third party without the prior written consent of Company. However, Company shall have the right to allow the use of the medical services by its affiliates, subsidiaries, holding companies, group companies, officers and employees, and the same shall not constitute subcontracting, provided however, the payment of the fees/charges contemplated herein shall remain the responsibility of Company.
Hospital and the assigned medical personnel shall exercise utmost diligence in keeping confidential all the sensitive or other information of Company (its associates, affiliates and customers including their respective Directors, officers, employees and other representatives). This Clause does not apply to information, which is or becomes public knowledge, otherwise than through the acts/omissions of Hospital and its staff.
5 Force Majeure
No party shall be in breach of its obligations under this Agreement to the extent, such failure to perform its obligations results solely from storm, lightning, floods and other acts of God not within the control of the defaulting party, provided that such failure is not caused or contributed by any negligence of the defaulting party or its personnel. If due to such force majeure, medical services are not provided, then the obligation to pay the charges shall stand suspended. If such an event of force majeure occurs, the defaulting party shall immediately inform the other party of the occurrence of the force majeure and its impact on the performance of the its obligations under this Agreement. If such an event of force majeure continues for a period of 30 days both party shall have the option to terminate this Agreement immediately and the notice period for the termination, as provided in this Agreement, shall not be applicable under such circumstances.
No variation, amendment, modification or addition to this Agreement shall be effective or binding on either of the parties unless set forth in writing and executed by them through their authorized representatives.
7.1 As noted hereinabove, this Agreement is valid for a period of one year, unless renewed in writing. It is clearly understood that this Agreement is for the Premises of Company as mentioned herein above. The Agreement is subject to renewal for a further period of one year by mutual consent between the two parties.
7.2 This Agreement is terminable by either party by giving 30 days advance notice, in writing.
7.3 Notwithstanding the above, Company shall have a right to cancel or terminate this Agreement, without any advance notice or payment in lieu thereof, if there shall have occurred dissolution or liquidation or any order is made or resolution, law or regulation passed or other action taken for its dissolution or liquidation or shall otherwise enter into liquidation.
7.4 Any cancellation or termination of this Agreement shall not constitute a waiver by Company of any obligation that by its terms shall survive such cancellation or termination or a waiver of any claim which Company may have for actual damages caused by reason of, or relieve Hospital from liability for, any breach of the terms and conditions of this Agreement prior to such termination or cancellation.
8 Settlement of Dispute
Parties shall endeavor to resolve any disputes and differences arising out of or relating to this Agreement including interpretation of its terms, through joint discussions. Any dispute, difference or question that is not resolved through such joint discussions within a period of 30 days, shall be referred for arbitration to a mutually appointed sole arbitrator thereafter, failing which the provisions of the Arbitration and Conciliation Act, 1996 will apply. The arbitration proceedings shall be held in New Delhi, in accordance with the provisions of the Arbitration & Conciliation Act 1996 and the rules made there-under, as amended from time to time.
Subject to the provisions of Clause 8, all actions, proceedings, and suits under this Agreement or arising from this Agreement shall be subject to the exclusive jurisdiction of courts in _______.
10 Entire Agreement
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and shall supersede and override all previous communications, negotiations, commitments, agreements, understandings, either oral or written, between the parties with respect to the subject matter of this Agreement.
Any notices which may be required under this Agreement shall be considered as having been given if faxed, e-mailed, sent through registered post or through courier, addressed as below:
If to Company: If to Hospital:
Attention: Mr. ____________________
Any notice or other communication required or permitted hereunder shall deemed duly given (i) on the expiry of three (3) working days when delivered by hand or courier or registered mail (ii) on the date of transmission if transmitted without failure report by fax.
The rights and obligations under this Agreement are personal to Hospital and shall not be assigned by it, to any third party, without the express prior written consent of Company.
The failure, with or without intent, of any party to insist upon the performance (in strict conformity with the literal requirements) by the other party of any term or stipulation of this Agreement, shall not be treated or deemed to constitute a modification of any terms or stipulations of this Agreement. Nor shall such failure or election be deemed to constitute a waiver of the right of such Party at any time whatsoever thereafter to insist upon performance by the other strictly in accordance with any terms or provisions hereof.
14 Additional Services and/or Change in Services
Company may, at any time, request additions and/or changes to the Services. Such additions and/or changes, including any fees or fee adjustments related to such additions and/or changes, shall be documented with a Schedule or an amended Schedule, where appropriate.
15 Successors and Assigns
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of Company and Hospital. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party
16.1 The headings used herein are for convenience only and will not affect the interpretation of this Agreement.
16.2 The relationship between the parties is that of independent contractors. Nothing in this Agreement will be deemed or construed to create a joint venture, agency, or partnership between the parties for any purpose or between the partners, officers, members, or employees of the parties by virtue of either this Agreement or actions taken pursuant to this Agreement.
16.3 If any provision of this Agreement or portion thereof is declared invalid, the remaining provisions will nevertheless remain in full force and effect.
In witness thereof the parties hereto have executed this Agreement on the day, date mentioned hereinbefore
For Hospital ____________________
Signature: ________________ Signature: ________________
Name: ___________________ Name: ___________________
Designation: _________________ Designation: ______________