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The agreement is made at Islamabad on this 03rd day of May, 2017


M/S Maroof International Hospital, a partnership Concern, duly Registered with Registrar of
Firm, Rawalpindi District, vide Registration# RD/F/54 of 2007-2008, dated 13.08.2007, having
its place of business at Plot # 8, F-10 Markaz, Islamabad, (hereinafter referred to as the First
Party) which expression, wherever the context so permits mean and includes their legal heirs
successors in interest and assign);


Dr. MUHAMMAD ABRAR, son of Mr. Muhammad Qamar Uz Zaman Ghouri, holding CNIC #
61101-2025833-7 and resident of House No. 1-A, Street no. 54, Sector F-8/4, Islamabad,
(hereinafter referred to as the Second Party) which expression, wherever the context so permit,
mean and include her legal heir successor in interest and assign;

(The First Party and the Second Party shall be collectively referred to as the Parties).


WHEREAS, the First Party is a partnership Concern, duly incorporated under the Firm
Registration Law of Islamic Republic of Pakistan, which operates and maintains a hospital in the
name and the style of Maroof International Hospital, having its place of business at Plot# 08, 10th
Avenue, Markaz F-10, Islamabad.

FURTHERMORE, Maroof Medical and Diagnostics Center (MMDC), having its place of
business at 22 West, Sardar Plaza, near Polyclinic Hospital, Fazal e Haq Road, Islamabad. is a
project of Maroof International Hospital, Islamabad.

WHEREAS the Second Party is a qualified Dental Specialist having full expertise to operate
dental care clinic and provide allied dental care service.

WHEREAS the First party desires to provide comprehensive dental care service in the Maroof
Medical and Diagnostics Center and the Second Party has offered and undertaken to provide
and there being complete unanimity in the objectives of the parties for consideration and on terms
and conditions hereinafter appearing.
2.1 Definitions unless the context otherwise requires, such of the terms as are herein below
used in this Agreement, in bold font, shall have the respect meaning given to them

2.1.1 Agreement means this Agreement to provide Dental Care Service duly executed between
the parties;

2.1.2 Second Party or Consultant mean Dr. MUHAMMAD ABRAR, son of Mr.
Muhammad Qamar Uz Zaman Ghouri, holding CNIC # 61101-2025833-7 and resident of
House No. 1-A, Street no. 54, Sector F-8/4, Islamabad including his partners, legal heirs,
successors in interest and assigns.

represented by Ch. Haroon Naseer Chief Operating Officer of Maroof Medical and
Diagnostics Center, a partnership concerns, having its place of business at 22 West,
Sardar Plaza, near Polyclinic Hospital, Fazal e Haq Road, Islamabad, including its
successor in interest, representatives and assigns;

2.1.4 MMDC means the Medical Center with the name & style of the MAROOF MEDICAL

2.1.5 Clinic means the space allocated within the premises of the Maroof Medical and
Diagnostics Center, Islamabad, dedicated for the setting up of dental Care Services and
allied dental care practice and procedure for the dental care.

2.1.6 Confidential Information means information, weather commercial, technical or

otherwise in whatever form, in relation to the affairs or business or method of carrying
the business of the other party, which it knows at the relevant time to be confidential and
which it has learnt in connection with this agreement or its operation or as a result of the
negotiation leading up to it;

2.1.7 Gross Revenue means the revenue earned through consultation, surgical procedure and
any other manners prior to the payment of salaries, wages, cost of material and any
overheads etc.

2.1.8 Force Majeure means circumstance beyond the reasonable control of the parties and
includes strikes, lockout and other industrial disturbance even if they were not beyond the
reasonable control of a party.

2.1.9 Effective Date means the date, this agreement shall come into force, which is 03.05.2017

2.2 In this Agreement, unless there is anything repugnant in the subject or context;

2.2.1 Words imparting masculine gender shall include the feminine gender and vice versa;

2.2.2 Words or figures imparting singular number shall include the plural number and vice
Article III

Establishment of the Dental Care Clinic

3.1.1 The second party shall establish and maintain a Dental Care Clinic within the allocated
space in the premises of MMDC, namely Maroof Dental Care Clinic (hereinafter referred
to as the Clinic), for which the MMDC shall provide space at Level II measuring 64
sq. ft approximately.

3.1.3 The Clinic shall be fully functional, within One month from the date of execution of this
Agreement with all fixture and service

Article IV

Rights & Duties of the First Party

4.1.1 The First Party shall provide all the infrastructure and support to facilitate patients
(Including but not restricted to management of Accounts)

4.1.2 The division established under this agreement, for all practical purposes shall be part of
the MMDC and in no manner whatsoever it would be as separate entity/ identity.

4.1.3 Inventory of all investments made by the Second Party in the establishment of Clinic and
all the equipment installed and upgraded from time to time, shall be maintained and kept
in the knowledge of the First Party and ownership in the same shall always vest in the
Second Party. The said inventory will be finalized by the second party within 40 Days of
effective date as specified in clause 16.1.1. In case the business is closed down and/or the
contract is terminated the Second Party shall remove all the equipment and accessories
installed by them as per inventory detail without any hindrance.

4.1.4 If any complaints or suggestions are received from the patients, The First Party shall
inform The Second Party and both the Parties shall in consultation with each other ensure
rectification thereof, so as also to maintain discipline and ensure compliance of the code
of conduct of the MMDC.

4.1.5 The First Party shall have complete rights, after due process and in collaboration with the
Second Party to take appropriate actions against the staff working in the division for
which the Second Party shall cooperate to the full extent.

4.1.6 For the Dental Care Facility set up as herein provided, the First Party shall not claim any
rent or any other amount on account of utilities and services etc. other than its share,
quantum whereof set out in clause 6.1.1 hereinafter.

4.1.7 The First Party shall ensure all central supplies such as; Heating, Ventilation and Air
Conditioning, Central Sterilization, electricity, suction, oxygen supply, drainage,
compressed air, sanitation service, and insurance of built space and fixtures as per
MMDC Policy.
Article V
Right and duties of second party

5.1.1 The second party shall conduct, control and supervise dental practice and carry out
procedures pertaining to the area of his expertise in the division of the MMDC as fulltime
visiting consultants.

5.1.2 The second party shall provide professional fixtures, dental units and equipment that are
necessary for the dental care facility. Furnishing of the said facility shall also be
responsibility of the second party.

5.1.3 The charges for all kind of services and procedure shall be formulated with the consent of
both the parties for the division. Any alterations/ revision in the charges shall be mutually
discussed and agreed. The MMDC policy for corporate business will be followed by the
second party.

5.1.4 The second party shall be at liberty to hire requisite number of medical officers or other
consultants to assist him in the dental department. Salaries to the assisting staff includes
Medical Officers, nursing staff and other helper within the clinic shall be paid by the
second party from its own share.

5.1.5 The consumables used during procedures will be procured and managed by the
Second Party. The payments on account of dental consumables will be paid by first
party directly to vendors after deduction of tax applicable under section 153-1 (a) from
total share of income calculated on account of second party. The First party will retain
20% of revenue received on account of consumables charged to patients as his share.

5.1.6 The second party and all the staff working under his jurisdiction shall adhere to the code
of conduct and standard operating procedures adopted and duly notified by the first party,
unless agreed upon otherwise.

5.1.7 The second party will ensure that there are no unjustified referrals outside Maroof
Medical and Diagnostics Center, such referrals reflect tendency towards breach of this

Article VI
Collection and Distribution of Revenue
6.1.1 The parties hereby agree that collection of gross revenue is the responsibility of the First
party and the collection is to be conducted in the division or adjacent to it. Second party
will not directly take any payment. Salaries to the assisting staff includes Medical
Officers, nursing staff and other helping staff within the clinic shall be paid by the second
party from its own share. (clause 5.1.4 hereinbefore). Before giving the share of income
to second party, the First party will deduct the amount paid on account of consumables
procured by the second party. (clause 5.1.5 hereinbefore), Furthermore, in case of
implants, orthodontic appliances and lab works, their cost will be deducted from gross
revenue, Distribution on said cost will be 80 percent for second party and 20 percent for
First party. The distribution of the remaining revenue is in the manner that of the net
revenue the first party shall pay to the second party 70% and retain rest of the 30% as
earned by the division on monthly basis. However, for panel patients, the share of both
the parties will be 50 Percent each, to be paid after recovery from panel.

6.1.2 The first party shall maintain account in accordance with the standard accounting
Procedures and the same shall be settled with the second party on monthly basis.

6.1.3 The First Party shall deduct government taxes, duties and levies etc. applicable upon all
payments made to or on behalf of Second Party.

Article VII
Declarations, representations etc.

7.1.1 Both the parties hereby declare that they have full legal capacity to enter into this
agreement and give effect to the terms thereof.

7.1.2 Each party agrees and acknowledges that it has not relied on or been included to enter
into this agreement by the warranty, statement, representation or undertaking which is not
expressly included herein.

7.1.3 No party has any claim or remedy in respect of a warranty , statement, misrepresentation
( whether negligence or innocent) or undertaking made it by or on behalf of the other
party in connection with or relating to the subject matter of this agreement and which is
not expressly included herein.

7.1.4 Nothing in this clause limits or excludes liability arising as a result of fraud or willful

Article VIII
Terms & Termination

8.1.1 This Agreement shall come into force on the effective date and shall continue in force
until it is terminated by the parties, by giving the other party three month prior written
notice: or upon the expiry of period of six months from the effective date, whichever
occurs first; provided that if no notice of termination is served prior to the expiry of six
months, the contract shall be deemed to have been continued on the same terms and

8.1.2 This agreement shall be automatically terminated on its expiry and the second party shall
bound to vacate the premises peacefully and in its genuine condition upon expiry of this
agreement, however, the agreement can be extended further with the mutual consent of
both parties with the revised terms and conditions.
Article IX


9.1.1 Neither party may assign this agreement or any rights and obligations unless so agreed to
in advance by both the parties in writing.

Article X
Confidentiality & announcements
10.1.1 No party may, unless required by law or the requirements of any relevant regulatory or
governmental body (and in any case only to the extent required) at any time after the
effective date of this agreement divulge any confidential information.

10.1.2 Unless required by law or the requirements of any relevant regulatory or governmental
body and in each such case only to extent required, no announcement or statement
concerning this agreement or the subject matter of or any matter referred to in this
agreement shall be made or issued by or on behalf of either party without the prior
written approval of the other such approval not to be unreasonably withheld or delayed.

10.1.3 The obligations conceited by the clause shall survive the termination of this agreement.

Article XI


11.1.1 Each party shall indemnify the other against all losses, cost, claim, demands or the other
third party actions arising as result of the negligence, fraud or willful misconduct of that
party in the course of execution of this agreement.

11.1.2 Neither Party shall be liable to the other for Consequential Loss.

Article XII

Force Majeure

12.1.1 If as a result of Force Majeure either party is rendered unable, wholly or in part to carry
out its obligation under this agreement , other than obligation to pay any amount due,
than the obligations of the party giving such notice, so far as and to the extent that the
obligations are affected by such Force Majeure, shall be suspended during the
continuance of any inability so caused and for such reasonable period the after as may be
necessary for the party to put itself in the same position that it occupied prior to the Force
Majeure, but for no longer period. The party claiming Force Majeure shall notify the
other party of the Force Majeure within a reasonable time after the occurrence of the facts
relied on and shall keep the other party informed of all significant development. Such
notice shall give reasonably full particulars of the Force Majeure and also estimate the
period of time which the party will probably require to remedy the Force Majeure. The
affected party shall use all reasonable diligence to remove or overcome the Force
Majeure situation as quickly as possible in an economic manner but shall not be obligated
to settle any labor dispute except on terms acceptable to it, and all such disputes shall be
handled within the sole discretion of the affected Party.

Article XIII

Variation, Waiver & Invalidity

13.1.1 A variation or modification of this Agreement is valid only if it is in writing and signed
by the Parties.

13.1.2 Failure to exercise or a delay in exercising a right or remedy provided by this Agreement
or by Law does not constitute waiver of the right or remedy or a waiver of other rights or
remedies. No single or partial exercise of a right or remedy provided by this Agreement
or by law prevents the further exercise of the right or remedy of the exercise of another
right or remedy. A waiver of a breach of this Agreement does not constitute a waiver of a
subsequent or prior breach of this Agreement.

13.1.3 If a provision of this Agreement is found to be Illegal, invalid or unenforceable, then to

the extent it is illegal, invalid or unenforceable, that provision will be given no effect and
will be treated as though it were not included in this Agreement, but the validity or
enforceability of the remaining provisions of this Agreement will not be affected.

Article XIV


14.1.1 A notice, permission or other communication under or in connection with this Agreement
must be in writing in English language, signed by the party giving it and delivered by
hand or sent by recognized courier to the other party on the address set out in the title

14.1.2 In case a party changes its address from the one set out in the title hereof, it shall
immediately Inform the other party of such change otherwise delivery of the notice,
permission or other communication made at the address set out in the title hereof be
deemed valid and effective.

Article XV
15.1.1 The First Party shall enable the Second party to carry out the practice and procedure
according to the bye laws, code of conduct, subject, at all times, to the laws of the Islamic
Republic of Pakistan and the rules and regulations of the national and international
regulators of the medical profession.

15.1.2 The First Party shall not engage any other dentists or consultants of the dental profession
in the MMDC.
Article XVI
Effective Date
16.1.1 This agreement shall come into effect on this 03rd day of May, 2017.

Article XVII
Entire Agreement
17.1.1 The agreement supersedes the previous Agreement, Understanding or Communication
whatsoever relating to the subject matter thereof.

Article XVIII

Dispute Resolution

Amicable Settlement

18.1.1 All disputes, differences, claims arising under this Agreement and all other matters
related therewith or incidental thereto, shall be notified in writing to the other party and in
the first place, be resolved through good faith negotiations between the parties hereof.
Upon failure of such negotiations, which may be notified by either Party, the said
disputes etc. shall be resolved by way of Arbitration in the manner set out in clause
hereinafter. This dispute mechanism is primary intent of the parties so that litigation is
completely avoided.


18.2.1 Subject to the Clause 18.1.1 herein before and upon failure to have the matter resolved
mutually and amicably, either Party may notify the other Party of refer the dispute(s) in
question to arbitration of a sole arbitrator mutually acceptable preferably from the
Profession and known to

the parties. Upon service of such notice on the notified Party, the dispute(s) shall stand
referred to the Arbitration and the matter shall be dealt with under the Arbitration Act,
1940 or any other modification or re-enactment thereof for the time being in force.

The Venue of the Arbitration shall be in Islamabad Capital Territory.

18.2.2 The pendency of Arbitration proceeding in pursuance to the clauses hereof shall in no
manner be deemed to be an excuse for either Party to refuse to perform or inadequately
perform all or any of its obligation arising out of this Agreement.
Article XIX
Choice of Law
19.1.1 The Agreement is intended to be legally binding upon the Parties.

19.1.2 This Agreement is formed, executed, governed and shall be interpreted, construed and
take effect under the laws of the Islamic Republic of Pakistan.

IN WITNESS WHEREOF, the Parties hereto under set and subscribed their hand this day, month
and year mentioned hereinabove mentioned.

For & on behalf of For & on behalf of

The First Party The Second Party

________________ ________________________
C.E.O Dr. Muhammad Abrar
For & on behalf of Son of Qamar uz Zaman Ghouri
Maroof Medical and Diagnostics Center CNIC# 61101-2025833-7
22 West, Sardar Plaza H. No 1-A, Street 54, F-
8/4,Fazal e Haq Road, Islamabad Islamabad

Senior Manger Accounts


Signature _____________________ Signature ______________________

Name _____________________ Name ______________________
CNIC _____________________ CNIC ______________________
Address _____________________ Address ______________________