This Agreement is made on this 1st day of June 2009 between the Department of Health and Family Welfare, Government of West Bengal represented by District Health and Family Welfare Samity, Murshidabad District,

hereinafter referred to as “the First Party”

and

Debendra Narayan Sarkar Charitable Hospital, having its registered office at vill- Kondolia, PO- Parulia, Suti-II Block, Murshidabad hereinafter referred to as “the Second Party”.

WHEREAS

A. The Government of West Bengal has, to meet the ever-growing need of quality health and medical care service, decided to partner with the private sector in its endeavor to provide cost effective and good quality health care services to the public;

B. One of the areas identified by Government of West Bengal for implementing projects with the participation of private sector is for providing institutional delivery services through Public Private Partnerships.

C. DoHFW invited proposals from eligible private parties for implementing the Project (as hereinafter defined) and in response thereto received proposals from several such parties including the Second Party for the same.

D. After evaluating the proposals, DoHFW accepted the proposal submitted by the Second

Party.

NOW THIS AGREEMENT WITNESSETH as follows:-

Article 1 Definitions and Interpretations

1.1 Definitions

Beneficiaries: Pregnant women from BPL and all SC/ST families, having registered with the ANMs and having undertaken atleast three ante natal check ups at the government sub center or any other nearby public facility

Caesarian Section Baby delivered surgically through an abdominal incision is categorized as

Caesarian Section. A Transverse Lie baby and a Cephalo Pelvic

Disproportion Mother, for example, would necessarily need a Caesarian

Section.

Complicated Delivery Any labour extending for more than 12 hours in case of primi gravida and

more than 2 hours in case of multi gravida with adverse effects on either

the mother or the child will be considered as a case of complicated

delivery. This could include, but not limited to, the following:

o Hypertensive Mother

o Diabetic Mother

o Breach Baby

Department: Department of Health and Family Welfare, Government of West Bengal

DHFWS: District Health and Family Welfare Society

DoHFW: Department of Health and Family Welfare

First Party: District Health and Family Welfare Samity

Normal Delivery Average size baby (2.5 – 2.7 kgs by India standards), delivered vaginally,

without any excessive bleeding or injury either to mother or baby, without any

episiotomy, within a time period of approximately 12 hours in case of primi

gravida (first pregnancy) and within 3 – 4 hours approximately in case of multi

gravida (second pregnancy onwards).

Project: As defined in Article 2 of this Agreement

Second Party: The private partner who has entered into this agreement with the First Party for provision of services under this Agreement after having been selected by the First party based on the application submitted by the private partner to the First Party.

SC/ST: Scheduled Caste / Schedule Tribe as defined by the Constitution of India

Scheme: Ayushmati Scheme for the proposed public private partnership as approved by the Department and as amended from time to time by the Department

SOP: Standard Operating Procedures for the Ayushmati Scheme as approved by the Department and as amended from time to time by the Department.

1.2 Interpretations

In this Agreement, unless the context otherwise requires,

a. Any reference to a statutory provision shall include such provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into hereunder;

b. References to Applicable Law and shall include the laws, acts, ordinances, rules, regulations, notifications, guidelines or byelaws which have the force of law in any State or Union Territory forming part of the Union of India;

c. The words importing singular shall include plural and vice versa, and words denoting natural persons shall include partnerships, firms, companies, corporations, joint ventures, trusts, associations, organizations or other entities (whether or not having a separate legal entity);

d. The headings are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement;

e. The words "include" and "including" are to be construed without limitation;

f. Any reference to day shall mean a reference to a calendar day;

g. Any reference to month shall mean a reference to a calendar month;

h. The Schedules to this Agreement form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement;

i. Any reference at any time to any agreement, deed, instrument, license or document of any description shall be construed as reference to that agreement, deed, instrument, license or other document as amended, varied, supplemented, modified or suspended at the time of such reference;

j. Any agreement, consent, approval, authorization, notice, communication, information or report required under or pursuant to this Agreement from or by any Party shall be valid and effectual only if it is in writing under the hands of duly authorized representative of such Party;

k. Unless otherwise stated, any reference to any period commencing "from" a specified day or date and "till" or "until" a specified day or date shall include both such days or dates.

Article 2 The Project

2.1 Services

The project is the “Ayushmati Scheme” under which eligible beneficiaries will be entitled to the following services at the facility of the private partner empanelled and selected vide this Agreement:

a. Normal deliveryb. Cesarean Sectionsc. One OPD visit of the mother and new born child post delivery within six weeks of

discharge from the facility.d. BCG and Polio-0 to the New Born

2.2 The following investigations are a part of the services under the Ayushmati Scheme:

a. Blood for TC, DC, ESR, Hb%b. Urine for Routine Examinationc. Blood for PPBSd. VDRL Teste. Blood for grouping and typing f. Pregnancy profile – USG screening.

2.3 The services do not include post partum care, except one post-natal check-up.

Article 3 Duration and Validity

3.1 This agreement is for a duration of and is valid for one calendar year from the date of signing this Agreement.

3.2 The First Party, at its sole discretion, may extend the duration of the Agreement based on performance appraisal of the Second Party. The Second Party, however, cannot treat any such extension as its right under this Agreement.

Article 4 Responsibilities of the Second Party

4.1 Services & Infrastructure

a. The Second party shall deliver the required services as detailed out under Article 2 of this agreement

b. The Second party shall provide proper infrastructure including trained and skilled manpower, space and equipment for the delivery services as per the requirement laid down in Article 2 of this Agreement.

c. The Second party shall provide BCG and Polio-0 to the New Born strictly as per the guidelines for immunization laid down by the Government of India.

d. The Second party shall at any point of time make available at least 2 of the beds in their facility for the purposes of the beneficiaries under the Ayushmati Scheme having valid documentary evidence of their status as a beneficiary of the Scheme.

e. The Second party shall not refuse any pregnant woman registered under the Ayushmati Scheme so long as the required number of beds as per Clause 4.1d above are not filled up.

4.2 Human Resources

a. The Second Party shall make available required qualified, trained and skilled human resources as per the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

b. The Second Party shall arrange for hands on skill-based training of RMOs and Nurses in collaboration of district level government officials as nominated by the First Party.

4.3 Referral Protocol

a. The Second party shall, for all complicated cases, which are beyond the clinical management capacity of the Second Party, refer all such cases to the Jangipur Subdivisional Hospital facility.

b. The Second Party shall follow as the protocols for referral as mentioned in the Standard Operating Procedures for the Ayushmati Scheme, which form an integral part of this Agreement.

c. The Second Party shall not discriminate any registered beneficiary of the Scheme from other patients accessing that facility and shall not discriminate on grounds of caste, colour, creed, culture, religion, economic class and HIV status.

d. The Second Party shall ensure that a skilled person accompanies the pregnant woman to the designated referral facility in case of such eventuality.

4.4 Compliance

a. The Second party shall strictly adhere to the provisions of this Agreement and the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

b. The Second Party shall maintain MIS and submit regular reports as per the provisions laid down in the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

c. The Second Party shall extend cooperation and support to the Monitoring Team as nominated by the First Party and shall facilitate all monitoring processes and tasks as per the provisions laid down in the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

d. The Second Party shall abide by all the quality assurance protocols and norms as per the provisions laid down in the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

4.5 Visibility & Communication

a. The Second Party shall display the banner with the logo and the text exactly as specified by the First Party, which is mentioned in the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

b. The Second Party shall not make any statements to the media or any third party on behalf of the Services under the Scheme or on behalf of the First Party or any of its representatives / wings / arms.

4.6 Disclosure of Information

a. The Second Party shall not, without prior written approval of the First Party, disclose to any third party any confidential information obtained during or arising from this Agreement (other than in the proper performance of this contract or as may be required by the authority of competent jurisdiction).

Article 5 Responsibilities of the First Party

5.1 The First Party shall constitute a District Monitoring Team for the monitoring of services delivered by the Second Party under this Agreement and deploy the team for undertaking the monitoring exercise as per the provisions laid down in the “Ayushmati Scheme” and “Standard Operating Procedures” which form an integral part of this Agreement.

5.2 The First party shall ensure timely reimbursement of claims and settlement of utilization claims submitted by the Second Party.

5.3 The First Party shall arrange for class room orientation programme for the technical staff working for the Ayushmati Scheme deployed by the Second Party.

5.4 The First Party shall be responsible for performance appraisal of the Second Party at the end of the agreement period for any further decisions on the renewal of the agreement.

5.5 The First party shall conduct maternal death audits through its appointed body to determine the cause(s) of death and therefore fix responsibilities as to whether the death resulted out of non performance or negligence of services on the part of the Second Party.

Article 6 Financial Terms and Conditions

6.1 For a group of 100 deliveries, irrespective of the number of normal and cesarean sections conducted from among the batch of 100 cases including investigations mentioned under “Services” in Article 2 of this Agreement, the cost of the package will be Rs 179,000/- (Rupees One lakh and seventy nine thousand only), the unit rate being Rs 1790/- (Rupees One thousand Seven Hundred and Ninety only) per case.

6.2 The package costs mentioned above include doctors’ charges, injections oxytocin, IV drip set, drip bottles, injection methergin, injection epidocin, injection Rantac, injection Reglan, charge of labour table, attending nursing staff, one day bed stay and all other medical

and non medical supplies required for ensuring safe delivery as per the provisions of the Standard Operating Procedures for Normal Delivery; and doctors’ and all specialists’ charges, medicines including antibiotics injections, oxytocin injection, IV drip set, drip bottles, methergin injections, other medicines, user suckers, OT charges, attending nursing staff charges, 5-7 day bed stay and all other medical and non medical supplies required for ensuring safe delivery as per the provisions of the Standard Operating Procedures for Cesarian section.

6.3 The Second Party shall not be responsible for the transportation cost of the patient if a referral is required to the designated facility.

6.4 The Second Party shall be entitled to a claim of Rs 75/.- per case for all cases where the Second Party has had to make referrals and has ensured as per the provisions of this Agreement that a person trained in First Aid care is accompanying the patient to the referral point. At the time of making all such claims, the Second party shall be bound to provide all evidences and documentation as detailed out in the Standard Operating Procedures for the Ayushmati Scheme, which forms an integral part of this Agreement.

6.5 The Second Party shall not be entitled to any advance payment from the First Party at the time of entering into this Agreement.

6.6 The Second Party shall raise bills along with utilization details and records as per the guidelines stipulated in the Standard Operating Procedures of this Scheme on a monthly basis within five working days of the next month. All such claims / bills shall be duly authorized and signed by the authorized representative of the Second Party.

6.7 The First Party shall, after due diligence and verification of claims and related documents submitted by the Second Party, reimburse the claims within 15 working days from the date of submission of claims to the Second Party through account payee cheque / demand draft only after deduction of taxes, if any, as per the applicable income tax laws at that point of time.

6.8 The First Party shall have the right to inspect and call for physical verification of any or / and all records related to utilization and claims without any prior notice and the Second Party shall make available all such information / records for verification as and when called for.

Article 7 Representations and Warranties, Disclaimer 7.1 Representations and Warranties of the Second Party:

The Second Party represents and warrants to the First Party that:

a. It is duly organized, validly existing and in good standing under the laws of India;

b. It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;

c. It has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;

d. It has the financial standing and capacity to undertake the Project;

e. This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;

f. It is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;

g. The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Second party’s Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;

h. There are no actions, suits, proceedings or investigations pending or to the Second Party’s knowledge threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may in the aggregate

,result in Material Adverse Effect;

i. It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect;

j. It has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;

k. No representation or warranty by the Second Party contained herein or in any other document furnished by it to DoHFW or to any Government Agency in relation to

Clearances contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; and

l. No bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Second Party to any Person to procure the Concession.

7.2 Representations and Warranties of the First Party:

a. The First Party represents and warrants to the Second Party that:

b. The First Party has full power and authority to grant the Concession;

c. The First Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

d. This Agreement constitutes the First Party’s legal, valid and binding obligation enforceable in accordance with the terms hereof.

7.3 Obligations to Notify Change

In the event that any of the representations or warranties made/given by a Party ceases to be true or stands changed, the Party who had made such representation or given such warranty shall promptly notify the other of the same.

Article 8 Termination of Agreement

8.1 Causes of Termination

Any of the following events shall constitute an event of default by the Second Party entitling the First Party to terminate this Agreement:

a. If the Second Party does not comply with the statutory requirements for undertaking the services proposed under the Scheme and this Agreement.

b. If the Second Party becomes insolvent

c. If there is a criminal indictment against any of the partners or proprietor of the Second Party

d. If there is any instance(s) of violation of the provisions of this Agreement and the Scheme, SOP which forms and integral part of this agreement and if the same can be substantiated as per the principles of natural justice.

Article 9 Dispute Resolution

9.1 Amicable Resolution

a. If a dispute arises under this Agreement, the Parties shall make all reasonable efforts to resolve the dispute through good faith negotiations failing which they shall attempt at dispute resolution with the intervention of the Additional Chief Secretary- Health, Department of Health and Family Welfare, GoWB.

9.2 Arbitration

a. If the Parties fail to arrive at an amicable resolution between themselves, the Parties will resolve the dispute within the provisions of the Indian Arbitration and Reconciliation Act as applicable within the state of West Bengal at that point of time.

Article 10 Indemnity

10.1 The Second Party shall indemnify, defend and hold the First Party harmless against any and all proceedings, actions and third party claims arising out of a breach by the Second Party of any of its obligations under this Agreement.

10.2 The Second Party shall be personally responsible for any act of negligence or mistake, for which the third party or the patients may put up the claims against the Second Party. For such claims, the First Party shall not be held responsible in any circumstance or event.

Article 11 Governing Law and Jurisdiction

The laws of The Republic of India shall govern this Agreement. The Courts in West Bengal, India shall have jurisdiction over all matters arising out of or relating to this Agreement.

Article 12 Redressal of Public Grievances

The Second Party shall promptly redress the grievances, if any reported by the patients, First Party, etc on account of deficiencies in services provided under this Agreement.

Article 13 Supercession and Order of Priority

This Agreement constitutes the entire understanding between the parties hereof with and supercedes any previous expressions of intent, correspondence or understandings in respect of the Project.

Without prejudicing the aforesaid, the Parties hereby agree that in case of any inconsistency between the provisions of this Agreement and the Scheme and SOP, the provisions of the Scheme and SOP shall prevail.

Article 14 Force Majuere

If at any time during the tenure of this contract, either party is unable to perform their respective obligations herein by reason of the occurrence of any force majeure event and not deliberate, delayed, hindered, prevented by an event or events beyond the reasonable control of the party, that party (“Affected Party”) shall inform the other by notice in writing, of the occurrence of such force majeure condition which prevented them from performing their obligation and such non-performance shall not be treated to be a breach of the terms of this contract. Both parties shall endeavour to perform all other obligations if possible to ensure that this contract is executed to

the best of their abilities. Provided that in the event the Affected Party continues to be unable to perform their obligations due to the continuance of the force majeure event for a period greater than three months from the date of notice, the other party shall be entitled to terminate this contract forthwith.

Article 15 Amendments

This Agreement and the Schedules together constitute a complete and exclusive understanding of the terms of the Agreement between the Parties on the subject hereof and no amendment or modification hereto shall be valid and effective unless agreed to by all the Parties hereto and evidenced in writing.

Article 16 Notices

Unless otherwise stated, notices to be given under this Agreement including but not limited to a notice of waiver of any term, breach of any term of this Agreement and termination of this Agreement, shall be in writing and shall be given by hand delivery, recognized international courier, mail, telex or facsimile transmission and delivered or transmitted to the Parties at their respective addresses set forth below:

If to the First Party

District Health_Family Welfare samity, Murshidabad,

Dr. M. G. Mondal (Secretary & CMOH) (Name and designation of the person)

Contact details _________

If to the Second Party

__________ (Name and Address of the establishment)

__________

__________ (Name and designation of the person)

Contact details _________

Or such address, telex number, or facsimile number as may be duly notified by the respective Parties from time to time, and shall be deemed to have been made or delivered (i) in the case of any communication made by letter, when delivered by hand, by recognized international courier or by mail (registered, return receipt requested) at that address and (ii) in the case of any communication made by telex or facsimile, when transmitted properly addressed to such telex number or facsimile number.

Article 17 Severability

If for any reason whatsoever any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties shall negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable. Provided failure to agree upon any such provisions shall not be subject to dispute resolution under this Agreement or otherwise.

IN WITNESS WHEREOF the parties hereto of the first and second part have set and

subscribed their respective hands and seals on the day, month and year first above

written.

SIGNED SEALED AND DELIVERED by the

First Party:

___________________________________________

on behalf of the District Health and family Welfare Samity, ______ District, Government of West

Bengal in the presence of:

SIGNED SEALED AND DELIVERED by the

Second Party

_____________________ through its

Proprietor / Partner, namely ________________

at ____________ in the presence of :