Table of Contents
Conducting Agreement
Conducting Agreement
THIS CONDUCTING AGREEMENT made at this _ day of 200____ BETWEEN DR.
DAYAWAN HOSPITAL AND CLINIC, a partnership firm having address at ___________
___________, _________________, hereinafter called “THE
OWNERS” (which expression shall unless repugnant to the context or meaning thereof be deemed
to include the partner/s for the time being of the firm, the survivors or survivor of them and the
heirs, executors and administrators of the last surviving partner
and their/his/her assigns) of the ONE PART; AND DR. ABC and
DR. X Y Z, both having address at _____________________, hereinafter called
“THE CONDUCTORS” (which expression shall unless repugnant to the context or meaning thereof
be deemed to mean and include their respective heirs, executors and administrators) of the OTHER
PART;
WHEREAS:—
(a) Dr. Day wan, one of the partners of the Owners is entitled to the entire first floor premises
of the Building “____” (admeasuring around sq. ft. of built up
area) situate at ________________ (hereinafter referred as “the said
premises”). The said premises are more particularly described in the Schedule hereunder
written.
(b) Dr. Day wan since about the year 1959 was running a Medical Hospital in about two-third
portion of the said premises and since the year 1995 he is running under the name and
style of DR. DAYAWAN HOSPITAL AND CLINIC, a partnership firm in which he himself and
his family members are the partners.
(c) At present, as aforesaid, the Owners are running their said Hospital in two-third portion of
the said premises which Hospital is fully equipped and has all reasonable amenities
including an operation theatre, labour room, wards etc. required to run the Hospital.
(d) The Conductors who are also qualified Doctors have approached the Owners with an offer to
allow the Conductors to conduct the Owners’ said Hospital at the Conductors’ own risk and
cost, to which request the Owners have agreed subject to the terms, covenants and
conditions hereinafter appearing;
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER:-
- The Owners shall allow the Conductors to run, manage and conduct the Owners said
Hospital known as “DR. DAYAWAN HOSPITAL AND CLINIC” which is being presently
managed and run by the Owners in two-third portion of the said premises as described
above for a period of seven years commencing from _______, on Leave and
Licence basis only. - The conducting of the said Hospital by the Conductors shall be at their own risk and account
without the Owners being in any manner liable for any loss or otherwise. The said
conducting shall also not be deemed to create any tenancy, sub-tenancy or any other right,
or interest of any nature whatsoever in favour of the Conductor in the said premises. - The Conductors shall on or before execution hereof deposit with the Owners a sum of Rs.
4,00,000/- (four laks only) as interest free security deposit for the due fulfillment on the
part of the Conductors of each and every term, covenant and conditions hereby agreed to
be observed, fulfilled and performed by them. In the event of the Conductor committing
breach of any conditions herein, the Owners shall be entitled to forfeit the said security
deposit. - The Conductors shall pay to the Owners a fixed monthly net royalty fee at the rate of Rs.
25,000/- (Rupees twenty five thousand) for the period commencing from _ and
ending on _. The said royalty fee shall thereafter stand enhanced at the rate of
10% every year with effect from _. The percentage of such enhancement for
the subsequent years shall be calculated on the quantum of royalty payable on 31st March
of each year thereafter. For example the Royalty payable for the period to
__ shall be Rs.27,500/- per month and for the period to
__ shall be Rs.30,250/- per month and the 10% increase shall be payable
accordingly every year. The said royalty for each month shall be paid in advance on or
before 5th day of each month. In the event of the Conductors failing to regularly pay the
said royalty amount on its due dates in advance, whether formally demanded or not, the
Conductors shall pay interest @ of 15% per annum from the due date till the date of actual
payment. Notwithstanding the Owners, right to claim interest, the failure on the part of the
Conductors to pay the royalty amount in advance on its due date, shall be treated as breach
on their part of the essential condition of the agreement.
- The possession of the said premises shall always remain with the Owners partner Dr. Day
wan alone. The only right of the Conductors shall be to use the said premises for running
the said Hospital for medical purposes. The Owners shall deliver one set of duplicate keys of
the said Hospital to the Conductors to enable them to enter and run the said Hospital. - The Conductors hereby agree, covenant and declare as follows:
(a) To pay regularly and punctually the monthly royalty fee and other amounts payable by
them to the Owners hereunder;
(b) To use in a prudent manner the said premises for the purpose of Hospital, an institute
of Endocrinology, an Osteoporosis Centre and other connected medical purposes only
and for no other purpose whatever. The Conductors shall not carry on any illegal
activities or activities other than medical practice in the said premises.
(c) They at their own cost and responsibility shall engage competent staff, doctors etc. to
run the said Hospital.
(d) The Owners’ partners shall be entitled to the use the operation theatre and all indoor
facilities in the said Hospital for which they shall pay the normal Hospital bill to the
Conductors.
(e) The Conductors shall take the best care of the patients admitted in the said Hospital to
the best of their ability by themselves and by engaging other competent and qualified
Doctors, nurses, staff etc. irrespective of the fact whether hospitalisation charges are
paid by such patients or not, the same being the sole and exclusive responsibility of the
Conductors. If any claim is made for negligence and/or for inefficient medical services
in the said Hospital, the Conductors alone shall be responsible for the same and in no
case the Owners shall be held responsible for the same. The Conductors agree to keep
indemnified and hereby indemnify the Owners against all such claims and
consequences arising therefrom.
(f) The Conductors shall regularly pay and discharge all salaries and wages and all other
liabilities of their staff and workmen employed by them and to Doctors employed or
engaged by them for running the said Hospital. The Conductors shall also regularly pay
for all purchases effected for running the said Hospital as also discharge all kinds of
taxation liabilities and all other liabilities, debts and commitments whatsoever from
time to time incurred by the Conductors during the period of their Conducting the said
Hospital. The Conductors shall not utilize the reputation or credit of the Owners in
respect of such liability. It is clarified that all the expenses required for running the said
Hospital shall be borne and paid by the conductors alone. The Owners shall not be held
liable or responsible for any liabilities or claims of any nature whatsoever in respect of
the same and the Conductors shall indemnify and keep the Owners indemnified against
all claims in respect thereof.
(g) Not to injure or damage any of the walls, partition walls, flooring, ceiling etc. of the
said premises or any of the Owners fixtures, furniture, fittings and articles therein and
to keep the same in good order and condition (reasonable wear and tear and loss or
damage by fire, accident, irresistible force or act of God excepted);
(h) The electricity, telephone, gas, water charges etc. in respect of the use thereof by the
Conductors in the said premises shall be borne and paid separately by the Conductors.
(i) During the validity period of this agreement, all maintenance, repair and service
expenses required to be spent in respect of the said premises and all equipment,
furniture, fixtures etc installed therein shall be borne and paid by the Conductors alone.
(j) Not to paint, affix or exhibit any name, sign, symbolograph or writing or any other
board upon or outside the said premises save and except that the Conductors shall be
at liberty to put their name boards and/or name plates on the outer wall of the said
premises to indicate the location and address of the Conductors and displaying their
name as “Conducted by”.
(k) The Conductors shall not carry out any work of permanent alteration whether structural
or not in or about the said premises or any portion thereof.
(l) Not to hold the Owners responsible or liable for any loss or damage suffered by the
Conductors on account of destruction caused to or in the said premises or to any
property brought by the Conductors in the said premises either by fire, accident, theft
or otherwise or by any act or omission on the part of the occupants of other premises
in the said building.
(m) Not to disturb the Owners Polyclinic which is in remaining one-third portion of the said
first floor premises.
(n) To make good to the Owners any loss or damage that may be caused to the said
premises and equipment or apparatus or any other fittings, fixtures, articles or
property of the Owners therein as a result of negligence on the part of the Conductors,
their servants, employees, agents, patients, visitors and/or persons calling at the said
premises in connection with running of the said Hospital by the Conductors.
(o) Not to do or permit to be done upon the said premises anything which may be or
become a nuisance to the Owners or the other occupiers of the said premises or to any
of the neighbors or which may prejudicially affect the rights of the Owners.
(p) Not to bring or store in the said premises any combustible or otherwise hazardous
material as may impair the safety of the building or increase the premium of Insurance
of the building or render void the Insurance;
(q) To perform and observe strictly the provisions hereof and also the laws for the time
being in force and also the rules and regulations and bye-laws of all the concerned
authorities for the time being and from time to time in force and applicable to the
running of the said Hospital as a medical institution. To carry out, perform and observe
all Rules, Bye-laws and Regulations of the Municipal Corporation of Greater Bombay,
the Bombay City Police, or any other Local or Public Authority now in force or which
may hereafter come into force with regard to running of the said Hospital and medical
activities in the said premises.
(r) Not to claim exclusive possession of the said premises, such exclusive possession of the
said premises being with the owners alone.
(s) To indemnify the Owners against any loss or damage that may be suffered as a result
of breach of any of the provisions herein contained or otherwise due to any act or
omission of the Conductors, their staff, employees, servants, and agents leading to
breach of the provisions hereof or of any existing law or rules and regulations and bye-
laws of all concerned authorities as may be in force for the time being and from time to
time.
(t) To cease to run the said Hospital as also the use of the said premises and remove
themselves from the said premises with all their staff, employees and belongings and
to restore the said premises to its original condition (reasonable wear and tear and loss
or damage by fire, accident, irresistible force or act of God excepted) leaving the same
in the hands of the Owners without any objection or obstruction at the end of the term
hereof or on earlier determination of the licence hereby granted. At that point of time,
the Owners shall be fully entitled to restrain the Conductors from making use of the
said premises and/or from running the said Hospital. If any articles of his own are
brought or installed by the Conductors in the said Hospital, the Conductors shall
remove the same on expiry of the agreement.
- During the subsistence of this Agreement or any extended period thereof as herein
provided, the Conductors shall not do any act or omit to do any act whereby the rights or
interest of the owners as owners of the said premises are affected or prejudiced or in any
manner jeopardized. The Conductors hereby fully, completely and effectually indemnify the
Owners from and against any loss or damage which the Owners may suffer by reason of
any act or omission or breach, failure, default or neglect on the part of the Conductors. - In the event of the Conductors failing to pay to the Owners the said monthly Royalty
amount and/or other charges as provided herein or committing breach of any of the terms,
covenants and conditions mentioned herein, the Owners shall be entitled to terminate this
Agreement by giving 15 days previous notice in writing to the Conductors. - The Owners are also entitled to put an end to this agreement without assigning any reason
whatsoever by giving six months prior notice in writing to the Conductors. The Conductors
will not be entitled to challenge the said decision of the Owners and the same will be
binding upon him. - The said interest free Security Deposit of Rs.4,00,000/- (Rupees four lakhs only) shall be
refunded by the Owners to the Conductors (without any interest) on the termination of this
Contract by efflux of time or its earlier determination after deducting there from all sums of
money which may be then due to the Owners and recoverable by them by virtue of these
presents. If, however, the Conductors shall commit breach of any of the terms, covenants
and conditions provided herein, the said Security Deposit shall be liable to be forfeited. - The Conductors shall under no circumstances directly or indirectly assign the benefits under
this agreement to any person or persons, the Licence herein being intended to be strictly
personal to them and granted on the faith of their personal qualifications and ability as
medical practitioners. - Nothing herein contained shall create or shall be construed to create any tenancy or to
confer or be construed to confer upon the Conductors any interest in the said premises or
any part thereof and the said Hospital shall continue and be deemed to continue and remain
in the possession of the Owners, the intention of the parties being to create a bare licence
in favour of the Conductors in the manner herein provided. - The Conductors hereby covenant with the Owners, its’ partners and their successors that
the Conductors will indemnify and keep indemnified and hereby indemnify them against any
loss, cost, charges and expenses, they may incur or suffer on account of any claim being
made and established by any person/s in connection with the running of the said Hospital
and other medical activities being conducted therein including liability arising from the
patients care, negligence, inefficient service/medical treatment to the patients etc and
which are agreed to be the sole responsibility of the Conductors alone. - The stamp duty and registration charges, in respect of this document, shall be borne and
paid by the Conductors. - In case of any dispute or difference at any time between the parties hereto as to the
construction, meaning or effect of this agreement or any clause or thing contained therein
or the right and obligations of any of the parties hereto, the same shall be referred to the
Arbitration under the law for the time being in force. The arbitration proceedings shall be
held at Mumbai and the courts at Mumbai alone shall have jurisdiction to entertain the
same.
SCHEDULE ABOVE REFERRED TO
(Description of “the said premises”)
IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective
hands the day and year first hereinabove written.
SIGNED AND DELIVERED BY )
THE within named “THE OWNERS” )
DR. DAYAWAN HOSPITAL AND CLINIC, )
a partnership firm by the hand of its’ partner )
Dr. Dayawan, in the presence of …. )
SIGNED AND DELIVERED BY )
THE within named “THE CONDUCTORS” )
DR. A B C AND DR. X Y Z )
in the presence of ………… )
