PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT is executed on the [day] of [month] 2021 (the “Effective
Date”) by and between:
I. Snslife Heathcare Solutions Private Limited, a company incorporated under the provisions of
the [Indian] Companies Act, 2013 with its registered office at G-7 Shokeen Plaza Sector-12,
Plot-03, Dwarka, New Delhi-110075 (hereinafter referred to as the "Company", which shall,
unless repugnant to the context or meaning thereof, be deemed to mean its successors and
permitted assigns) represented herein by its Head of Business Development , Ms. Sonia
Saini, duly authorized by the board resolution dated 02.01.2022;
AND
II. [Name of the hospital], a company incorporated under the provisions of the [Indian]
Companies Act, 2013 bearing CIN [number] and having its registered office at [address]
(hereinafter referred to as the "Hospital", which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean its successors and permitted assigns)
represented herein by its __________________;
WHEREAS
A. The Company is a Health Tech Company providing end to end care to cancer patients both
medical as well as complementary treatment to enhance the chances of cure against the
disease.
B. The Company requires the professional medical services of qualified and licensed doctors to
provide services to cancer patients signing up on the platform belonging to the Company
more specifically www.cancerrx.in
C. The Hospital provides treatment to patients suffering from various ailments and diseases,
including the one of cancer.
D. Pursuant to discussions, the Company and the Hospital have decided to collaborate and enter
into an arrangement where the Company would assist cancer patients availing of the services
provided by it (the “Patients”) to access and connect with doctors affiliated with the Hospital
(the “Doctors”) to procure suitable medical care and counsel; and
THEREFORE, the parties mutually agree as follows:
1. REFERRAL PROGRAM
1. Among various services provided by the Company to cancer patients, the Company –
a. Supports and assists Patients to access and connect with the specific doctors that they
wish to consult and obtain medical counsel from; and
b. Provides recommendations to Patients on the doctors and hospitals that they can
approach in order to obtain the optimal treatment for their condition.
2. In order to perform the services, the Company requests the Patients to upload their medical
history and treatment information on the Company’s platform, which would be reviewed by the
internal medical team of the Company to arrive at the appropriate hospital to refer the Patient to.
In arriving at such recommendation, the internal medical team of the Company shall inter alia
consider the following factors:
a. Geographical location preference of the Patient for the Hospital;
b. Hospitals where doctors specialized in the area of the medical condition of the Patient
practice;
c. Budgetary considerations notified by the Patient; and
d. Facilities available at the Hospitals for the treatments required by the Patient.
3. For all references made by the Company to the Hospital pursuant to the Clauses 2.1 and 2.2
above, the provisions of this AGREEMENT shall apply.
3. DUTIES AND OBLIGATIONS OF THE HOSPITAL
The Hospital shall –
1. shall respond accurately and completely to the checklist of information provided to it by the
Company as given in the association mail as a one-time requirement to be provided at the
time of signing of this Agreement, to gather and collate information regarding the facilities
available at the Hospital, information regarding the doctors affiliated at the Hospital, their
areas of specialization and expertise etc.;
2. Be responsible for contacting the patient within seven days of getting connected via the
Website. In case of being unable to do so, the Hospital shall inform the Website regarding the
reason of such an inability.
3. ensure that all the meetings with the Patients shall be updated on the portal as provided by the
Website.
4. provide accurate price quotations (valid for a period of at least thirty (30) days from the date
of its issuance) for the various oncology treatments, procedures, tests and other facilities that
may be provided by the Hospital as and when requested for by the Company.
5. share with the Company the names of the relevant experts who would help with the treatment
of the Patient. Such information shall be provided on the letterhead of the Hospital under
signature of an authorized signatory of the Hospital;
6. Nominate
a. an Accounts Manager; who shall
i. facilitate the access of the Patients to the Doctors, specifically in instances
where the Patient is located in a different geographical location and needs to
connect with the Doctor before he/she travels to the location of the Hospital
ii. notify the Company in writing when a Patient referred by the Company avails
any service provided by the Hospital
iii. send weekly email notifications to the Company with details of the Patients
referred to by the Company who have been availing services of the Hospital
as on the date of each such email notification.
iv. act as the point of contact for the Company at the Hospital with respect to
new Patients referred by the Company.
b. a nodal Oncologist, who shall facilitate the resolution of queries and grievances of the
Patient with regard to the Hospital and the treatment.
7. make the oncologists associated with it aware of the Company and the services provided by it
so that where a Patient is referred by the Company to them, they are familiar with the nature
of the online medical opinion provided by the Company’s platform.
4. DUTIES AND OBLIGATIONS OF THE COMPANY
The Company shall –
1. work towards ascertaining that it acts as a perfect intermediary between the Patients and the
Hospital.
2. be responsible for verifying the authenticity of the Patients as connected to the Hospital.
3. provide to the Hospital any and all Patient Information that is available with it;
4. nominate an account manager to act as a point of contact for the Hospital for all matters
relating to this AGREEMENT.
5. ensure from its side that the Hospital faces least of difficulties in contacting the Patients.
5. FACILITATION FEE
1. For each Patient that
a. avails of a service provided by the Hospital; or
b. consults a Doctor affiliated with the Hospital, the Company shall be entitled to the
payment of a facilitation fee calculated in the manner set out in this Clause 5 (the
“Facilitation Fee”).
2. The payment of the Facilitation Fee shall be made in compliance with the procedure set out in
Annexure A hereto and shall be payable in full to the Company within a period of ten (10)
working days from the date of receipt of the same by the Hospital from the Patient.
6. JURISDICTION, GOVERNING LAW AND DISPUTE RESOLUTION
This AGREEMENT shall be governed by and construed in accordance with Indian laws, as applicable
in the Union Territory of New Delhi, and courts located at New Delhi, India shall have the exclusive
jurisdiction to adjudicate all matters relating to and arising out of this Agreement.
7. INDEMINITY
1. The Hospital agrees to indemnify, defend and hold harmless the Company, and the
Company’s affiliates, directors, employees and authorized representatives for all costs and expenses
which directly arise out of, result from or may be payable by the them by virtue of or as a
consequence or result of or pursuant to legal proceedings, awards, judgments and decrees related to
claims initiated by the Patient in connection with the treatment availed by them at the Hospital.
2. In no event shall either Party be liable to the other for any indirect, special or consequential
damages. The aggregate liability of the Company under the terms of this AGREEMENT shall not
exceed an amount that is equal to the value of the Facilitation Fee received by the Company from the
Hospital in the quarter in which the cause of action for the indemnity claim arose.
3. Notwithstanding anything that is contained in this AGREEMENT, the Company is only an
intermediary acting as a facilitator between the Hospital and the Patient and shall in no event be liable
in any manner for:
3.1. Accuracy or completeness of the Patient Information shared by the Patient on the Company’s
platform or any information that is shared by the Patient directly with the Doctor and/or the Hospital;
3.2. Issues or disputes that may arise between the Hospital and/or the Doctor and the Patient on
any grounds whatsoever including with respect to payments to be made by the Patient, allegations of
deficiency in the services provided by the Hospital and/or the Doctor etc.; or
3.3. For claims arising out of any procedure or treatment that is performed on the Patient at the
Hospital.
4. The Hospital shall contract with a Patient at its own risk and liability.
8. ASSIGNMENT
This AGREEMENT is personal to the Parties. Neither this AGREEMENT nor any rights or
obligations under it shall be transferred or assigned by a Party to any third person without the prior
written consent of the other Party.
9. REPRESENTATION AND WARRANTIES
1. The Parties represent and warrant to each other that
1.1. each of them is capable and qualified in law to execute this AGREEMENT and perform its
obligations hereunder; and
1.2. the performance by such Party of its obligations under this AGREEMENT is not in violation
of applicable law, or of any other agreement to which it is party.
2. The Hospital represents and warrants to the Company as follows:
2.1. Each of the Doctors affiliated with the Hospital are qualified under applicable law to practice
medicine, have obtained, maintains and complies and will continue to maintain and comply with the
terms and conditions of all approvals, consents, regulations, licenses, authorizations, permissions and
medical registrations required under applicable laws, including medical and labour laws, certificates,
permits, or other rights and permissions necessary for rendering the services hereunder in its ordinary
course; and
2.2. The Hospital has obtained, maintains and complies and will continue to maintain and comply
with the terms and conditions of all authorizations, approvals, consents, regulations, licenses,
permissions and medical registrations required under applicable laws, including medical and labour
laws, permits, certificates or other rights and permissions necessary for rendering the services
hereunder in its ordinary course.
10. CONFIDENTIALITY
1. The Parties shall keep confidential all Confidential Information, disclosed orally or in writing
or in any electronic form, transmitted to it or made available to it by the other Party or any of its
affiliates, employees, consultants or agents during the Term and shall not disclose, divulge, misuse,
exploit or pass such Confidential Information on, wholly or partly, to third parties at any time,
irrespective of termination of this AGREEMENT.
2. For the purposes of this AGREEMENT, the entering, submission or disclosure of
Confidential Information on the Platform or in relation thereto shall not be considered the 'disclosure'
of such Confidential Information.
3. The Parties shall not disclose the Confidential Information unless the disclosure is required by
law or other regulatory authorities. In the event disclosure is required by law, rules or regulations,
such disclosure shall be made
a. if permitted by such law, after the Party has taken reasonable steps to consult with
the other Party and the relevant Patient, if any, as to the terms of the disclosure prior
to the same;
b. only to the extent necessary by such law, rule or regulation; and
c. only to the person or persons and in the manner required by law, rule or regulations
or otherwise as agreed by the Parties.
4. Neither the Hospital nor any of the Doctors shall copy, use, store, exploit or apply the
Confidential Information (directly or indirectly) except for the authorized purpose of this
AGREEMENT.
5. The clinical data of Patients shall not be used by the Doctor for any purpose (including but
not limited to research or commercial purposes) except for providing consultation and medical
counsel to the Patient.
6. On being requested in writing by Company or on expiry or termination of this
AGREEMENT, the Hospital shall ensure that all documents furnished to the Hospital and/or to the
Doctor by the Company or the Patient is either destroyed or returned to the Company.
7. Any Confidential Information that is not returned or destroyed shall remain subject to the
confidentiality obligations set forth in the AGREEMENT for eternity.
11. TERM OF THE AGREEMENT
1. The term of this AGREEMENT shall commence on the date of its execution and shall
continue to remain in force unless otherwise terminated in accordance with the terms set out in the
AGREEMENT (“Term”).
12. TERMINATION OF THE AGREEMENT
1. Either Party may terminate this AGREEMENT for convenience at any time for any reason by
providing the other Party not less than thirty (30) days’ prior written notice.
2. This Agreement shall terminate forthwith and at any time without the need for notice of
termination or other legal proceedings upon the happening of any of the following:
a. if a party shall commit a breach of any of the terms, conditions and provisions of
this Agreement which breach remains not remedied (if capable of remedy) for a
period of thirty (30) days after receipt of a written notice from the innocent party
requiring the other party to remedy the breach;
b. if either party shall enter into liquidation whether compulsory or voluntary (not
being a voluntary liquidation for the purpose of reconstruction or amalgamation) or
commit any act of bankruptcy or insolvency; and
c. if either party shall fail to comply with any law in the Territory or action taken by
any governmental authority which renders the Agreement unenforceable or makes it
impossible for the Parties to perform their obligations hereunder.
3. The Company shall be entitled to terminate this AGREEMENT forthwith where a court of
competent jurisdiction passes an order against the Hospital and/or a Doctor treating a Patient for
criminal misconduct or negligence.
4. The termination of this AGREEMENT shall be without prejudice to any of the rights,
remedies or obligations of the Parties existing at termination including, but not limited to, the right to
take action in respect of the circumstances giving rise to termination.
5. Upon the expiry, termination or frustration of this Agreement for any reason whatsoever, the
Hospital shall forthwith:
a. pay to the Website if sums/amount due to it in accordance with the terms,
conditions and provisions of this Agreement of which payment has not been made;
b. cease using in the course of its business and at all times any trade names,
trademarks, product names, insignia, symbols, logo or slogans owned or adopted
by the Website;
c. refrain from performing any act which could have the effect of obstructing or
preventing the Website from appointing any other Hospital of its choice.
13. NOTICES
1. Any notice, request or consent required or permitted to be given or made pursuant to this
Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given
or made when delivered in person to an authorized representative of the Party to whom the
communication is addressed, or when sent by registered post to such Party at the address specified in
this Agreement.
2. A Party may change its address for notice hereunder by giving the other Party notice in
writing of such change to the address specified in the Agreement.
14. WAIVER
1. No waiver of the terms of this AGREEMENT shall be effective until the same is made in
writing. The waiver by either Party of any default or breach of this AGREEMENT shall not constitute
a waiver of any other or subsequent default or breach.
15. FORCE MAJURE
1. If either party is rendered unable wholly or in part by force majeure to carry out any
obligation under this Agreement, such party (the first party) shall give prompt notice to the other party
of such force majeure whereupon such obligation of the first party shall be suspended so far as it is
affected by such force majeure during but no longer than the continuance s.
2. Neither party shall be liable to the other to the extent that performance of its obligations
(except for the payment of amounts due hereunder) is hindered, delayed or prevented by Force
Majeure, provided that each party gives the other party written notice within thirty (30) days of the
occurrence of such Force Majeure and exerts good efforts to cure the breach, if possible, given the
circumstances.
3. In the event of Force Majeure, the time for performance or cure will be extended for a period
mutually agreed by the parties to this Agreement.
4. If the Force Majeure in question prevails for a continuous period in excess of three months,
the Agreement may be terminated by either party by giving a written notice of thirty (30) days from
the expiry of three months referred above.
15. OTHER TERMS
1. If any of the provisions contained in this AGREEMENT shall be declared invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or impaired.
2. This AGREEMENT may be executed in multiple counterparts, which when taken together
shall constitute one and the same instrument. This AGREEMENT shall become effective as of the
date first set forth above.
EXECUTED BY WITNESS
For Snslife Heathcare Solutions Private Limited Name: Kundan Singh
Address: Dwarka, NewDelhi
_________________________
_______________________________ Signature:
[Name] Sonia Saini Date: 31.01.2022
Date: 31.01.2022
For [Name of the hospital entity] Name: __________________
Address: ________________
_________________________
_______________________________ Signature:
Name: Date: __________________
Date: _____________________
Contact details at the Hospital
Account manager-
Billing Coordinator-
Operations head-
Escalation matrix-
ANNEXURE A
Procedure for payment of invoices:
The Accounts Manager of the hospital shall send weekly email notifications to the company with
details of the patients referred to it by the Company and availing the services of the hospital. The
Accounts Manager will act as the point of contact for the company with respect to new patients
referred to the hospital by the company.
For every patient referred by the company, the hospital shall be required to make recurring
Facilitation Fee payments to the company on every invoice issued by the hospital to the patient, in the
manner and at the rates given below:
Nature of the procedure / treatment availed Facilitation Fee Charge (in %)
Chemotherapy, BMT None
RT 15%
Surgery ( Excluding Medicines, Implant and 15%
Consumables)
Consumables Excluded
Schemes = ESI, CGHS, ECHS, - None
Ayushman
OPD Fees and Investigation 20%
Cross Referrals (Excluding Medicines, consumables) 15%
Implants, chemotherapy, immunotherapy and targeted therapy agents will not be considered
under Drugs and consumables.
International patients - In Patient Admissions
Monthly Net Business Facilitation Charge (in %)
1/- to 25,00,000//- 20 %
25,00,001/- to 50,00,000/- 25 %
50,00,001/- & above 30 %
*Percentages are subject to change on negotiation by both parties