Medical Service Agreement Format Between Company and Healthcare Provider

1. Engagement, Scope, Term and Charges

1.1 The Company engages the Service Provider, on an independent-contractor basis, to provide the services described in Annexure A ("Services"). The Service Provider shall provide the Services at the Premises during the agreed days and timings and in accordance with applicable law, accepted clinical practices and the Company's reasonable site-safety requirements.

1.2 Unless terminated earlier under this Agreement, the term shall be from __________ to __________. Any renewal shall be in writing and signed by both Parties.

1.3 The Company shall pay the charges stated in Annexure A. Charges may be revised only by a written amendment or revised schedule signed or otherwise validly accepted by the Parties.

1.4 Charges are exclusive of GST or other indirect taxes only to the extent legally applicable. The Company may deduct tax at source or make other statutory deductions where required by law. Nothing in this clause shall determine the tax classification of a healthcare supply contrary to applicable tax law.

1.5 The Service Provider shall submit a valid invoice with supporting records reasonably required by the Company. Subject to invoice verification, payment shall be made within 30 days of receipt of a complete and correct invoice.

2. Obligations, Representations and Warranties of the Service Provider

2.1 The Service Provider shall maintain all registrations, licences, approvals, permissions and professional credentials required for its establishment, personnel and Services, including clinical-establishment registration where applicable in the relevant State/UT.

2.2 Doctors and other regulated professionals deployed for the Services shall hold valid registrations and licences to practise as required under applicable law and professional regulations. Nurses, technicians and other personnel shall possess the qualifications and registrations required for their roles.

2.3 Personnel deployed by the Service Provider shall remain its employees, professionals, consultants or authorised personnel, as applicable. The Service Provider shall be responsible for their remuneration, wages, statutory contributions, social-security benefits, insurance, leave, records, returns and other employment obligations under applicable law.

2.4 The Service Provider shall carry out appropriate identity, credential and background verification for deployed personnel and shall ensure professional conduct, patient dignity, hygiene, infection-control measures and compliance with workplace safety requirements.

2.5 The Service Provider shall provide adequate supervision and maintain continuity of Services. A replacement of deployed personnel shall have suitable qualifications and orientation, and the Company shall be informed in advance where reasonably practicable.

2.6 The Service Provider shall maintain clinical and operational records required by law. Records shall be accurate, securely maintained and retained for the period required by applicable law or professional standards.

2.7 The Service Provider shall immediately report to the Company any material incident affecting workplace safety or service continuity, subject always to patient confidentiality and restrictions on disclosure of medical information.

2.8 Nothing in this Agreement authorises the Company to direct a registered medical practitioner to make a particular clinical diagnosis, prescribe a particular treatment, or otherwise interfere with independent professional judgment.

3. Company's Obligations

3.1 The Company shall provide reasonable access to the Premises, agreed medical-room space, utilities, furniture, safety arrangements and other facilities specifically allocated to it under Annexure A.

3.2 The Company shall ensure that its workplace policies and instructions do not require the Service Provider or its medical personnel to act contrary to law, professional ethics, patient confidentiality or clinical judgment.

3.3 Any additional service outside Annexure A shall be chargeable only if requested or approved by the Company and accepted by the Service Provider in writing or through another agreed documented process.

3.4 The Company may permit its employees, officers and other categories expressly specified in Annexure A to use the Services. Extension of Services to any third party shall be subject to the agreed scope and applicable law.

4. Confidentiality, Medical Records and Personal Data

4.1 Each Party shall keep confidential all non-public commercial, technical and operational information received from the other Party and shall use it only for performance of this Agreement.

4.2 Medical information and health records relating to an individual shall be handled with particular care. Access shall be limited to persons who need it for a lawful and authorised purpose.

4.3 The Parties shall comply, to the extent applicable and in force, with the Digital Personal Data Protection Act, 2023, applicable rules and other legal obligations governing personal data. Each Party shall implement reasonable security safeguards and shall cooperate in addressing any legally reportable personal-data breach connected with the Services.

4.4 The Service Provider shall not disclose an employee's diagnosis, treatment details or medical records to the Company merely because the Company pays for the Services, except where the individual has lawfully authorised disclosure or where disclosure is otherwise permitted or required by law. Aggregated or appropriately de-identified information may be supplied for occupational-health administration where lawful.

4.5 This clause shall survive expiry or termination of the Agreement.

5. Medicines, Vaccines, Sharps and Bio-Medical Waste

5.1 Responsibility for procurement, storage, temperature control, stock records and dispensing of medicines, vaccines and medical consumables shall be allocated in Annexure A and performed strictly in accordance with applicable law and manufacturer requirements.

5.2 Bio-medical waste, including sharps and contaminated material, shall be segregated, labelled, stored, handed over, transported and disposed of in accordance with the Bio-Medical Waste Management Rules, 2016, applicable amendments, authorisations and directions of the relevant Pollution Control Board/Pollution Control Committee.

5.3 The Service Provider shall not dispose of biomedical waste as ordinary municipal waste where such disposal is prohibited.

6. Insurance, Liability and Indemnity

6.1 The Service Provider shall maintain insurance reasonably appropriate to the Services, including professional indemnity and employee/workforce insurance where applicable.

6.2 Each Party shall be responsible for loss, damage, liability, penalty, cost or claim arising from its own breach of this Agreement, violation of law, negligence or wilful misconduct.

6.3 The Service Provider shall indemnify the Company against third-party claims arising directly from professional negligence, unlawful acts or material contractual breach by the Service Provider or personnel for whom it is legally responsible, subject to applicable law.

6.4 The Company shall indemnify the Service Provider against third-party claims arising directly from unsafe premises, unlawful instructions or material contractual breach by the Company, subject to applicable law.

7. Independent Contractor Relationship

7.1 The relationship of the Parties is that of independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency, employer-employee relationship or master-servant relationship between the Company and the Service Provider or its personnel.

7.2 The description of the relationship in this Agreement shall not override any status or liability that may arise by operation of mandatory law based on the actual facts and manner in which the Services are performed.

8. Inspection, Quality and Corrective Action

8.1 Authorised Company representatives may inspect the medical room, equipment, service levels and contractual compliance at reasonable times, provided that inspections do not compromise patient privacy, confidential medical records or clinical care.

8.2 Any deficiency notified by the Company shall be addressed by the Service Provider within a reasonable period proportionate to the seriousness of the deficiency.

9. Force Majeure

No Party shall be liable for failure to perform an obligation to the extent caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome. The affected Party shall promptly notify the other Party and use reasonable efforts to minimise disruption. Payment shall not be due for Services not actually supplied, except for unavoidable committed costs expressly agreed in writing. If a force-majeure event materially prevents performance for more than 30 days, either Party may terminate the affected Services by written notice.

10. Variation and Change in Services

No material amendment, addition or reduction to the Services, charges or other terms shall bind either Party unless documented in writing, including through an agreed addendum, change order or revised schedule accepted by authorised representatives.

11. Termination

11.1 Either Party may terminate this Agreement without cause by giving 30 days' written notice, unless Annexure A specifies a different notice period.

11.2 A Party may terminate the Agreement for material breach if the defaulting Party fails to cure the breach within 15 days after written notice, where the breach is capable of cure.

11.3 Immediate termination may be made where continued performance would be unlawful, where a required licence or professional registration is suspended or cancelled and materially affects the Services, for fraud or wilful misconduct, or for a serious patient-safety or data-security breach.

11.4 Termination shall not affect accrued payment obligations, confidentiality, data-protection duties, indemnities, dispute-resolution provisions or any term intended by its nature to survive.

12. Dispute Resolution and Arbitration

12.1 The Parties shall first attempt in good faith to resolve any dispute through authorised representatives within 30 days after written notice of the dispute.

12.2 Any dispute not resolved amicably shall be referred to arbitration by a sole arbitrator mutually appointed by the Parties. If the Parties fail to agree on the appointment, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996, as amended.

12.3 The seat and legal place of arbitration shall be __________. Hearings may be conducted physically, virtually or in hybrid form as directed by the tribunal. The language of arbitration shall be English, unless otherwise agreed.

13. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India. Subject to the arbitration clause and the supervisory jurisdiction of the competent court at the arbitral seat, courts at __________ shall have jurisdiction to the extent permitted by law.

14. Notices

Contractual notices shall be sent to the postal and email addresses specified below or to any replacement address notified in writing. Notices may be delivered by hand, recognised courier, registered/speed post or email. A notice shall be treated as received in accordance with the agreed delivery method and applicable law.

Company: ____________________________
Attention: ____________________________
Email: ____________________________

Service Provider: ____________________________
Attention: ____________________________
Email: ____________________________

15. Assignment and Subcontracting

Neither Party may assign this Agreement or materially subcontract its obligations without the other Party's prior written consent, except where an assignment is permitted by law as part of a merger, restructuring or transfer of business and does not materially reduce performance assurance. Any permitted subcontracting shall not relieve the Service Provider of responsibility for the Services.

16. Waiver, Severability and Entire Agreement

16.1 Failure or delay in enforcing a right shall not by itself operate as a waiver.

16.2 If any provision is held invalid or unenforceable, it shall be severed or limited to the minimum extent necessary and the remaining provisions shall continue in effect.

16.3 This Agreement and its annexures constitute the entire agreement on the subject matter and supersede prior discussions, proposals and understandings relating to the same Services.

17. Execution

This Agreement may be signed in counterparts and, where legally valid, by electronic signature. Appropriate stamp duty, if any, shall be paid in accordance with the law applicable at the place of execution and the nature of the instrument.

Witnesses

1. Name, address and signature: ____________________________________________

2. Name, address and signature: ____________________________________________

Annexure A - Scope of Services and Commercial Terms

Complete this schedule before execution. It should identify, as applicable: service location; operating days and hours; number and category of doctors, nurses and technicians; qualifications and registration requirements; first-aid and emergency-response duties; occupational-health examinations; equipment; medicines and consumables; ambulance/referral arrangements; biomedical-waste responsibilities; reporting format; service-level standards; monthly charges; reimbursable expenses; taxes; escalation mechanism; and any special employee-eligibility rules.