FRANCHISE AGREEMENT

DIAGNOSTIC SERVICE – SAMPLE COLLECTION CENTRES

This Franchise Agreement For Diagnostic Services- Sample Collection Centers (‘AGREEMENT’) is made on the
________day of ________________, 20__ (“Execution Date”),
BY AND BETWEEN
LUPIN HEALTHCARE LIMITED, a company incorporated under the laws of India and having its registered office
at 3rd Floor, Kalpataru Inspire, Off Western Express Highway, Santacruz (East), Mumbai - 400 055 holding
Permanent Account Number AABCL9756A (hereinafter referred to as “The Company”, which expression shall
unless repugnant to inconsistent with the context or meaning thereof, be deemed to mean and include its successors
and assigns) of the One Part.
AND
_____________________________________, a Sole Proprietary Concern having its principal place of business at
__________________________________________________ and holding Permanent Account Number _____________,
(hereinafter referred to as "Franchisee” which expression shall unless repugnant to or inconsistent with the context
or meaning thereof, be deemed to mean and include the heirs, executors, administrators and assigns of the Sole
Proprietor) of the Other Part.

WHEREAS:
A. The Company is in the business of providing health care services across India.
B. The Franchisee is interested in opening up a Sample Collection Centre (“PCC”) on a franchisee basis in the
name and style of the Company, by using and implementing the intellectual properties of the Company for
carrying on the collection of samples in its Premises to facilitate the customers of the Company and
undertakes to get the tests conducted from the Company and is thus desirous of entering into a Franchise
arrangement with the Company;
C. The Franchisee represents that it has a good and sufficient title to the premises situated at
________________________________________________________________________________________________
________________________________________________________________________________ (the “Premises” )
D. The Franchisee understands and acknowledges the importance of the Company’s high standards of quality,
cleanliness, appearance, and service and the necessity of operating the PCC hereunder in conformity with
the Company’s standards and specifications as well as in conformity and compliance with the statutory
rules, regulations, notifications, guidelines issued by Central, State or Local Authorities.
E. The Franchisee represents and warrants that it has the capability and resources to organize, collect, pack and
send samples to the Company in accordance with specifications/instructions, specified by the Company;
and otherwise has and or shall obtain all the necessary approvals to establish, operate, run a PCC and
provide the related services more specifically defined hereinafter.
F. Based on the representations and warranties of the Franchisee and due compliance and fulfillment of the
Conditions Precedent defined below, the Company has agreed to grant good and sufficient rights to the
Franchisee to perform the “PCC Services” (defined hereinafter,) in the name and style given by the

Agreement Code:10021851 Page 1 of 19

 Company and the Franchisee accepts the same from the Company and undertakes to operate the PCC and
provide the PCC Services from the Premises in strict compliance with this Agreement and various Standard
Operating Procedures (defined hereinafter), that may be issued by the Company, on the terms and
conditions mentioned hereinafter

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN

CONTAINED THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. “Affiliates” shall mean, with respect to a Party, any Person which, directly or indirectly, Controls or
Controlled by or under Common Control with such Party. For the purpose of this definition, “Control”
means the ownership, directly or indirectly, of at least 50% of the voting shares, registered capital or other
ownership interest of the relevant Person or the possession, directly or indirectly, of the power to appoint a
majority of its directors or cause direction of the management and policies of that Person, whether through
ownership of voting securities, contractual or otherwise; and the terms “Controlled” and “Controlling” shall
be construed accordingly.
1.2. “Agreement” shall mean this Agreement together with its recitals, schedules and any mutually agreed
modifications thereto and other agreements that may be entered into by the Parties pursuant to and as
ancillary to this Agreement.
1.3. “Applicable Laws” means any statute, law, regulation, ordinance, rule, judgment, injunction, order, decree,
ruling, license, permit, consent, approval, directive, agreement, guideline, policy or restriction, or any
requirement or decision or interpretative, legislative or administrative action of, or determination by, any
Authority having jurisdiction over the matter in question, or otherwise applicable to the Parties, whether in
effect as of the date of this Agreement or at any time thereafter.
1.4. “Authority/ies” means any constitutional, judicial, governmental, quasi-governmental, legislative, statutory,
quasi-judicial, departmental, regulatory or public body constituted by any statute or ordinance or by a court
of competent jurisdiction, or any authority having jurisdiction over the Parties or the subject matter of this
Agreement.
1.5. “Approval” shall mean any and all permits, rights, consents, grants, approvals, authorizations, licenses,
waivers, exemptions, concessions, sanctions, permissions, registrations, certificates, agreements, orders,
declarations, filings, reports or notices of, with or to any Authority pursuant to Applicable Laws, necessary
to establish, operate and run the PCC in accordance with the terms and understanding set forth in this
Agreement.
1.6. “Claims” means any action, suit, claim or proceeding of any nature (whether in contract, tort, breach of
statutory duty or otherwise and including, but not limited to, a claim for negligence).
1.7. “Company Software”: means the Company’s centralized laboratory information management system, and
all the proprietary rights vested therein, master data and content etc., vests entirely with the Company. The
Company Software is being used by the Company to carry out quality assurances, for protocols, to carry out
new tests and for various other lab medicine activities, which are generally performed in a laboratory, and

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 also to generate various lab medicine information from it. The Company Software shall always include any
updates, patches, versions, etc. that may be introduced by the Company from time to time. The Company
Software shall also include all reports, data, billing, files. etc. that shall be generated consequent to its use.
1.8. “Confidential Information” shall mean any confidential and proprietary information of the Company and
includes all data and information shared by the Company relating to its marketing activities, field staff,
products, brands, product related information, human resources, logistics, intellectual property, copyrights,
trademarks, patents, sales promotion plans and strategies, cost and pricing information, customer lists,
profiles, financials, transactions and general business operations, procurement requirements, purchasing
and manufacturing information, business forecasts, sales and operating information, technical or
commercial information, designs, data, plans, statistics and reports, methodologies, trade secrets and a
compilation of the same, pursuant to this Agreement.
1.9. “Discount” means the percentage of list price, which the Company gives to its PCC run on franchise basis,
for collecting the samples.
1.10. “Force Majeure Event” means events such as strikes, riots, wars, acts of terrorism, insurrection, or civil
commotion, fire, acts of God such as floods, earthquakes, tsunamis, epidemic and/or pandemics, lockdown
by Authorities or other similar unforeseeable act beyond a Party’s reasonable control, but expressly
excluding labor unrest or strikes by a Party’s personnel or other representatives.
1.11. “Intellectual Property Rights” means all rights in inventions, patents, trademarks, service marks,
Tradename, rights in designs, copyrights, moral rights, rights in know-how, rights in confidential
information, rights in databases, compilation rights and topography rights and all rights or forms of
protection of a similar nature or having equivalent or similar effect to any of these which may subsist
anywhere in the world (whether or not any of these is registered and including applications for registration
of any of the same);
1.12. “Premises” shall mean the premises described in Recital C above.
1.13. “Location” shall mean ______________
1.14. “Person” shall mean and include an individual/ an association, a corporation, a partnership, a joint venture,
a trust, an unincorporated organization, a joint stock company or other entity or organization, including a
government or political subdivision, or agency or instrumentality thereof and or any other legal entity
recognized as such under the applicable laws of India.
1.15. “Proprietary Materials” shall mean all data, materials, software, stationery, equipment, medical supplies
and tools, etc., owned by the Company and provided to the Franchisee, for use for running the PCC and in
the performance of the PCC Services under and in accordance with the terms of this Agreement.
1.16. “Personally Identifiable Information (PII)” means any information about an individual maintained by the
Service Provider, including (i) any information that can be used to distinguish or trace an individual‘s
identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric
records; and (ii) any other information that is linked or linkable to an individual, such as medical,
educational, financial, and employment information.
1.17. “PCC Services” means all the related activities for operating, managing a PCC which includes but is not
limited to collecting, handling, storing, transporting the samples as also documenting the details of the

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 patient/customers, receipts etc. in the Company Software as also for transporting the samples taken from
the customers to the Company Laboratories for testing and subsequent collection of the reports as per the
SOPs set out and in compliance with Applicable laws , as may be amended and updated from time to time
and in accordance with the terms of this Agreement.
1.18. “Standard Operating Procedures” means the various policies and procedures set out by the Company
which is required to be adhered to at all times for operating, managing and performing the PCC Services in
compliance with Applicable laws.
1.19. “Tradename or “Branded marks” means the name of the Company, its logo, tradenames, brand, software,
websites, or any other name and style used by the Company for carrying on its activities covered under this
Agreement.
1.20. “Term” shall mean the period as described in Clause 5 below.
1.21. “Third Party” means any Person other than the Parties.

2. INTERPRETATION CLAUSE
In this Agreement, unless the contrary intention appears:
a) A statute or a provision of a statute shall be construed as a reference to that statute or provisions, as
extended, modified, amended or re-enacted at the relevant time;
b) A clause includes all its sub clauses; if any;
c) clause headings are for convenient reference only and have no effect in limiting or extending the
language of the provisions to which they refer;
d) words in the singular number include the plural and vice versa; and
e) where a word or phrase is given a particular meaning, other parts of speech and grammatical
forms of that word or phrase have corresponding meanings.

3. CONDITIONS PRECEDENT
3.1 The Franchisee represents that it shall set up a PCC at the Premises having the necessary infrastructure,
fixtures and fittings within thirty (30) days of the execution of this Agreement.
3.2 The Franchisee shall have in place the requisite infrastructure for fire detection and control, extinguishers,
waste management including biomedical waste collection as required under Applicable Laws and local
Authorities rules and guidelines as also all requisite facilities for well and sufficiently managing the PCC
and performing the PCC Services, including but not limited to such as electricity, Air conditioned units,
water supply, backup generators etc. shall be installed, operational and maintained for fully and effectively
functioning the PCC.
3.3 The Franchisee shall provide copies of all Approvals obtained from the various Authorities, to establish,
setup, and operate the PCC and provide the PCC Services, including but not limited to the rights to use the
Premises, upon written request from the Company.

4. GRANT OF FRANCHISEE RIGHTS

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4.1 Relying on the assurances and representations that Franchisee has made in this Agreement and due
fulfillment of the condition precedents as set forth above, the Company agrees to engage the Franchisee on
the terms and conditions set forth set forth in this Agreement.
4.2 The Franchisee agrees and acknowledges that there is no product and or service and or territorial exclusivity
granted to the Franchisee as part of this Agreement by the Company and the Company may in its absolute
discretion give such right or a similar right to Persons other than Franchisee, anywhere including Location
surrounding the Premises.

5. TERM AND LOCK-IN PERIOD

5.1 This Agreement will be valid for a period of five (5) years from the Execution Date. (“Term”)
5.2 Upon expiry, Agreement may be renewed for such additional period upon mutually agreed terms in
writing. The Franchisee shall intimate its intention to renew at least two (2) months prior to expiry of the
Term.

6. OBLIGATIONS OF THE FRANCHISEE

6.1 Premises:
6.1.1 The Franchisee shall establish a PCC at its own cost in the Premises at the stated Location along with
necessary fittings and fixtures and supported with supply of running water, electricity, air-conditioning, fire
extinguishers, waste management, including biomedical waste collection as required under Applicable
Laws etc.
6.1.2 The Franchisee shall ensure that the Premises shall at all times have and maintain a carpet area of around
______ Sq. feet with a Toilet available.
6.1.3 The Franchisee will not shift the PCC from the stated Premises without prior written permission from the
Company. The shifting of the PCC, by the Franchisee shall not be effected prior to three months from receipt
of prior written consent form the Company.
6.1.4 The Franchisee shall not let out or allow whether by lease, license or any other arrangement to be used any
remaining part, of the Premises, in full, or in part, in which the PCC is situated to a competitor of the
Company.
6.1.5 The Franchisee shall use the Premises solely for the operation of the business described herein.
6.1.6 The Franchisee shall further ensure that the general condition of the Premises will be maintained at a
relatively high standard of hygiene and good sanitation and shall have a pleasing decor. The Franchisee
shall be responsible for all repair work, painting and decorating, maintenance of hygiene and sanitation
pertaining to the PCC. The Franchisee shall maintain the Premises in a clean, orderly condition and in
excellent repair; as may be required for that purpose, including, without limitation, such periodic repainting
or replacement of obsolete signs, furnishings, equipment, and décor as the Company may reasonably direct.
Franchisee shall renovate and refurbish the Premises at least once in every two (2) years in accordance with
the Company’s then-current standards.
6.1.7 The Franchisee shall be liable to pay the property tax and all other taxes and levies, penalties, and GST etc.
in relation to the PCC as may be imposed by the local, municipal, governmental authorities and shall keep

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 the Company indemnified from all and any claims, demands, attachments and the like pertaining to the said
taxes.
6.1.8 The Franchisee shall pay the charges for consumption of electricity, water etc.

6.2 Approvals:
The Franchisee shall obtain and maintain all required licenses, permits, consents, authorizations and
certificates as may be required under Central, State or Local Laws for running and maintaining the PCC.
The Franchisee shall conduct its business in compliance with all Applicable Laws.

6.3 Compliance with all Applicable Laws:

The Franchisee shall, comply with all Applicable laws, rules, regulations, guidelines, and policies framed by
Authorities. The Franchisee shall ensure that all the Approvals required by to be obtained and maintained
for effectually operating the PCC shall be kept valid and subsisting during the entire tenure of this
Agreement.

6.4 Communication lines/ Internet connections:

The Franchisee shall provide at least one telephone line in the above said PCC and such other items as listed
in EXHIBIT-I annexed to this Agreement at their own cost. The Franchisee shall pay the telephones charges
& other communications services.

6.5 Use of the Company’s IT Software:

The Franchisee shall use only the Company’s Software provided by the Company, during the Term of this
Agreement. Upon the expiry or early termination of this Agreement for whatsoever reason, the Franchisee
shall stop using the same from the date of such termination and all rights, licenses granted by the Company
shall automatically be revoked and the equipment, hardware and software etc., shall be forthwith return to
the Company.

6.6. Sign Board & Advertisement:

The Franchisee shall showcase the name of the Company on the front face wall of the PCC of approximate
size 5 feet in length and 3 feet in width, or larger, consisting of the glow sign board and the branding and
logo. The Franchisee shall also be responsible to display its name at different location in the Premises and
prominent places for ensuring due compliance to various regulatory and statutory laws. Any Approvals or
taxes/fees to be obtained and/or paid for this purpose will be obtained and paid directly by the Franchisee.

6.7 The Franchisee shall deliver the complete test report, as received from the Company, with diligence and
without any mistake or flaw(s), to the patient / client, in its original form without any additions, deletions
or alterations. The Franchisee shall give reports on the stationery provided by the Company for the tests
done by the Company at their Laboratory and/or for tests conducted outside India at Laboratory as
provided by the Company.

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6.8. Stationery:
The Franchisee shall give reports on the stationery provided by the Company for the tests done by the
Company at their Laboratory and/or for tests conducted outside India at Laboratory as provided by the
Company. The stationery provided by the Company shall be kept under lock and key by the Franchisee. The
Franchisee shall not misuse or put the stationery, logo, or any other material bearing the Company’s name,
to be used for any purpose other than for discharging its obligations under this Agreement. The Franchisee
shall be liable for any misuse/unauthorized use of the stationery by self or any of its employees, agents,
representatives and in case of any default/violation, an amount may be levied against Franchisee by the
Company (at the Company’s sole discretion) as penalty which shall be minimum of INR 5,00,000/- (Rupees
Five Lakhs only) for each such default which despite notice has not been remedied and or rectified. The
Franchisee further acknowledges that in case the violation by Franchisee or its representatives continues in
spite of levying penalty by the Company, then the Company shall without prejudice to its rights under law
or equity, forthwith exercise its right to terminate this Agreement.

6.9 Employees:
The Franchisee shall employ at its own cost One (1) trained phlebotomist(s) who is a laboratory technologist
holding a recognized DMLT/MLT Diploma for collection and handling of samples at their own expense.
These phlebotomist/laboratory technologists will be trained for a minimum period of one (1) week at the
laboratory of the Company prior to his/her deployment at the PCC. A fully qualified back up support to
cater for his/her leave, sickness, and vacations/ absenteeism is obligatory on the part of the Franchisee and
his / her training will be the responsibility of the Franchisee itself. The Franchisee shall take such steps as
are necessary to ensure that all its employees /staff preserve good conscientious customer relations; render
competent, prompt, courteous, and knowledgeable service. Franchisee shall be solely responsible for all
employment decisions and functions of the PCC, including, without limitation, those related to hiring,
firing, training, wage and hour requirements, record keeping, supervision, discipline of employees and any
other statutory requirement. The Franchisee shall keep copies of the relevant educational qualifications of
the phlebotomist/laboratory technologists. The Franchisee shall provide documentary proof for compliance
with applicable laws related to the employees employed by the Franchisee for the purposes of this
Agreement as and when required by the Company.

6.10 List of the Test:

The Franchisee shall at all times keep within the PCC at the stated Premises on display a list of all the
tests/investigations, that would be carried out, the rates of the said tests as well as the time duration after
which the reports of the said tests will be made available.

6.11 Timings:
The Franchisee shall keep the PCC open and in normal operation for such minimum hours and days as the
Company may specify. The Franchisee shall ensure that the PCC is not used for any other purpose or

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 activity. It shall be sole responsibility of the Franchisee to ensure that the PCC is operated and run in strict
conformity with such Standard Operating Procedures provided by the Company may from time to time
prescribe in writing or otherwise and in full compliance with Applicable laws. The Franchisee shall refrain
from deviating from such Standard Operating Procedures without the Company’s written consent.

6.12 Inspection /Audit

The Franchisee shall permit the Company and or its agents to enter upon the Premises at any time during
normal business hours, without insisting on any prior intimation/notice, for the purpose of conducting
inspections. The Franchisee shall cooperate with representatives of the Company in such inspections by
rendering such assistance as they may reasonably request; and, upon notice from the Company or its agents,
and without limiting the Company’s other rights under this Agreement, shall take such steps as may be
necessary to correct immediately any deficiencies detected during any such inspection, failing which the
Company may impose any fine as it deems fit and/or terminate this agreement forthwith. The Franchisee
shall at all times maintain a true and correct record of all samples collected, information regarding patients,
tests conducted, reports delivered, payments received, receipts issued, ledger book/books of account. The
Company shall be entitled to unhindered access and/or inspection of the said record/documents at any
time without prior notice. The Franchisee shall make available for inspection the complete record and
accounts as desired by the Company and shall render complete co-operation in this regard.

6.13 Storage & Disposal of Waste/Sanitization:

The Franchisee shall ensure that it conducts the franchisee operations in total compliance with
health/sanitary/environmental regulations and in compliance to all Applicable laws, governing the rights
and responsibilities of a Party for disposal of Bio Medical Waste and other waste etc. issued by any local,
state and or the central government Authorities. The Franchisee acknowledges that it shall be solely
responsible and liable complying with all Environmental, Health and Safety regulations, including bearing
all such cost and expenses in relation thereto.

6.14 Transportation:
The Franchisee shall transport the collected samples from the center to the processing lab of the Company. It
is agreed and understood by the Franchisee that the Company shall not be responsible, in any manner
whatsoever, for any failures, delays, leakage, breakages, loss in transit, deterioration due to temperature
variation, e.g., vaporization of dry ice, thawing of refrigerated gel packs etc. of the samples in which case no
report shall be issued by the Company.

6.15 Customer Complaints:

Franchisee shall handle all customer complaints, refunds, returns, and other adjustments in a manner that
will not detract the name and goodwill of the Company.

6.16 Insurance:

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 During the term of this Agreement, the Franchisee shall at its own cost and expense effect and maintain full
comprehensive insurance in respect of the equipment, Premises, theft, fire, staff/personnel employed by the
Premises, as well as providing PCC Services. The Franchisee shall provide the Company with the insurance
certificate from time to time during the term of this Agreement.

7. OBLIGATIONS OF THE COMPANY

a) The Company shall provide all the medical consumables and other Proprietary Materials
required for performing the PCC Services including but not limited to consumables for collecting the
samples, stationary etc.
b) The Company shall provide the Company Software to the Franchisee for running the PCC
Services at the Premises.
c) The Company’s decision on the working days and timing of the operation of the PCC will
be final and binding on the Franchisee.
d) The Company will provide induction/ one (1) week training to the employees of the
Franchisee, at the PCC or at its laboratory as may be determined by the Company.

8 FEES, PAYMENTS, AND TAXES

8.1 License Fee: Franchisee shall pay to the Company Rs.1000/- per month as the License fee for the usage of
the Company’s brands and logo. Franchisee shall also be liable to pay all applicable taxes including GST, if
any applicable.
8.2 Service Fee: Towards the services rendered by the Company under this Agreement, the Franchisee shall
make payment(s) to the Company as service charges, as per the following mechanism:
a. Towards the processing of the samples by the Company, the Franchisee shall pay the Company, the test
wise price/service fee as mentioned in EXHIBIT-II of this Agreement. Parties understand an agrees that
rates set out in the Exhibit II is subject to the changes as notified by the Company from time to time. It is
agreed and clarified that the Franchisee will not be entitled to deduct any amount except tax deducted at
source from the fee as mentioned in Exhibit II. All taxes like GST needs to be borne by the Franchisee only.
b. All payments under this Agreement will be subject to Tax Deducted at Source as per relevant provisions of
Income Tax Act, 1961. The Franchisee shall provide to Lupin certificate of tax deducted at source as per
statutory timelines.
c. The Franchisee hereby agrees to bill to patient directly, using the billing software as provided by the
Company. In all of its bills/invoices to patients and customers, the Franchisee shall show them self as the
Licensee of the Company.
d. The Franchisee shall pay in advance a minimum amount of Rs.50000/- (Rupees fifty thousand Only). The
Company shall adjust the billing from this advance and it is the responsibility of the Franchisee to maintain
a minimum balance at any point of time as defined by the Company. The Franchisee accepts that in case
advance amount falls below the prescribed minimum balance, then the Company can stop further invoicing
till the minimum balance is retained.
e. The Franchisee agrees that accounts for the entire month will be reconciled not later than the 15th day of the

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 subsequent month. At the time of reconciliation of accounts, the Franchisee shall deliver, the relevant
certificates/ forms as provided under the applicable tax laws from time to time, for all and any deduction(s)
made from the payment made to the Company by the Franchisee.
f. The Franchisee undertakes to submit all the necessary information and documents, including in particular,
GSTIN, billing location, GST registration certificate and such other documents that may be required by the
Company to adhere to statutory compliances as applicable under the GST law. The Company shall not be
responsible for verification of the GST registration number. Any tax liability arising consequent to non-
compliance of law or due to furnishing of incorrect registration number shall be borne by the Franchisee. In
the event if the Franchisee fail to furnish the GST registration number, the Franchisee will be treated as
‘unregistered’.
g. The Franchisee undertakes to intimate in case of any modifications required to be made in outward supply
mentioned by the Company in GSTR – 1 against the Franchisee to the Company within the statutory
timelines prescribed by the Government.

9. REPRESENTATION AND WARRANTIES

9.1 Franchisee represents and warrants that:
(i) It has full title, right, power and authority to enter and execute this Agreement. The obligations accepted
pursuant to this Agreement are not in conflict with any other obligations, legal or contractual. That they
have the due legal and contractual authority, skill, experience and resources to render the PCC Services
under this Agreement.
(ii) It has good and sufficient right, title and interest in and to the Premises to establish the PCC and run the
PCC Services in accordance with the SOP’s laid down by the Company and in compliance with Applicable
Laws and as per the terms and conditions of this Agreement.
(iii) If the Premises is taken on lease/ leave or license basis, it shall ensure that (a) the lease/license term is
extended to the Term of this Agreement or is for a period longer than the Term of this Agreement and (b)
that the Agreement for lease/license does not get terminated. If the Premises is owned by the Franchisee,
then the Franchisee agrees that it shall not sell the same, without giving prior written intimation of at least
three (3) months before such relocation, to the Company. Both Parties shall agree, within one (1) month from
the date of intimation, the plan for relocation, viability, implication etc.
(iv) It has the necessary expertise, manpower, resources, knowledge and the necessary infrastructure required to
provide the PCC Services under this Agreement.
(v) The Services shall be fit for purpose and free from any fault, imperfection, deficiency, shortcoming or inade-
quacy in the quality, nature and manner of performance which is required to be maintained by or under
Applicable Laws or has been undertaken to be performed by an entity in pursuance of a contract or
otherwise in relation to any service similar to Services;
(vi) It shall perform the PCC Services in conformance with sound ethical standards of integrity and honesty, in a
competent and professional manner consistent with good commercial practice and in full compliance with
all Applicable Laws, rules, and regulations;
(vii) It has appraised itself of all Approvals, permits, licenses and consents required under Applicable Laws for

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 performing the PCC Services;
(viii) It shall maintain the PCC Services and all Confidential Information and data generated in the course of
performance of the PCC Services, including but not restricted to Patient data, as strictly confidential;
(vii) The PCC Services performed by it does not and shall not, at any time during the subsistence of this
Agreement, infringe or violate or interfere with any property right and or any other rights available to or
vested in any third party(ies).
(ix) That the Services shall be rendered with all due skill, care, promptness and diligence by appropriately
experienced, qualified and trained employees and executed in a professional manner and the Franchisee
shall discharge its obligations hereunder with all due skill, care and diligence, including but not limited to
good industry practice.
(x) There are no actions, suits or proceedings threatens, which will have a material adverse effect on its ability
to fulfil its obligations under this Agreement, and the PCC Services shall be free and clear of all charges,
claims, encumbrances, liens and or other restrictions;
(xi) The employees deployed to render the PCC Services shall be appropriately skilled, trained and qualified
and shall be bona fide employees of the Franchisee. Franchisee shall be solely responsible for the payment of
all compensation and all statutory benefits of its employees including without limitation, provident fund,
worker's compensation, disability benefits and employment insurance of its employees and the
remuneration due, if any. No such employee of the Franchisee deployed and engaged by Franchisee shall, at
any time or for any purpose, be deemed employees or agents of the Company or its Affiliates.
9.2 Company represents and warrants that:
(i) It has full title, right, power and authority to enter and execute this Agreement.
(ii) It is not subject to any obligation that would prevent it from entering into this Agreement.

10. INDEMNITY & LIMITATION OF LIABILITY

10.1 The Franchisee shall indemnify and hereby keeps indemnified the Company and its’s shareholders,
directors, officers, employees, agents and assignees harmless against any liability for any Claims against the
following:
(a) Any consequences arising out of any failure to comply with any Applicable Laws, violation or breach of its
obligations under this Agreement, gross negligence or conduct or misconduct on its or its employees’ part,
or otherwise and any failure to pay any taxes, charges, levies, penalty, fines or any other outgoing whether
statutory or otherwise.
(b) Violation of Environmental, health and sanitary regulations for disposal Bio Medical Waste and all other
wastes in accordance with Applicable laws, rules and regulations, including but not limited to Bio Medical
Waste Management Rules 2016, etc. as amended from time to time, and any other local laws or rules
applicable from time to time.
(c) From all and any claims, demands, actions, pertaining to or arising out of the acts or omissions of its
employees, agents etc. The Company shall not be responsible, in any manner whatsoever, vicariously or
otherwise, for or towards any employee or agent of the Franchisee, either employed pursuant to sub-clause
(a) and (b) of clause above or otherwise.

Agreement Code:10021851 Page 11 of 19

10.2 The indemnity under this Clause shall be without prejudice to the Company’s rights under this Agreement
and/ or any other right or remedy available to it at law or in equity and will survive the expiry or early
termination of this Agreement.

10.3 LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY BE MADE LIABLE WHETHER IN TORT, CONTRACT,
RESTITUTION OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL LOSS OR DAMAGES, OR FOR ANY LOST PROFITS OR HARM TO BUSINESS OR
REPUTATION OF THE FRANCHISEE ARISING OUT OF THIS AGREEMENT.
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR
DEATH OR PERSONAL INJURY CAUSED BY ITS OWN GROSS NEGLIGENCE OR FOR FRAUD OR
FRAUDULENT MISREPRESENTATION, WILFUL MISCONDUCT OR ANY OTHER LIABILITY THE
LIMITATION OR EXCLUSION OF WHICH IS PROHIBITED BY LAW.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Franchisee acknowledges it has the right to use the Intellectual Property of the Company, and to the
Company IT Software, only to the extent as expressly approved in writing by the Company. All Intellectual
Property and or Proprietary Materials provided to the Franchisee by and/or on behalf of Company, in any
form, which is owned by or licensed to Company and provided to the Franchisee for establishing the PCC
Centre, and carrying out the PCC Services under this Agreement, shall remain the property of Company.
Franchisee shall acquire no right, title, license or interest in the Intellectual Property as a result of its
performance of the PCC Services pursuant to this Agreement. Nonetheless, the Franchisee shall be identified
by its name on all its bill/invoice issued to its customers/patients/clients, availing the phlebotomy services
from the Franchisee.
11.2 Considering the object of this Agreement, the Franchisee, (a)shall make use of the Trademarks to promote
the franchise business, (b)shall not either directly or indirectly use any other marks or methods to develop a
third party business, (c) shall display the Trademarks in accordance with the Company’s recommendation
in all market promotion materials of the Franchisee, (d) agrees and acknowledges that the Company
reserves the right to change the Trademarks or any of them at any point of time, with due intimation to the
Franchisee, (e) shall strictly adhere to the systems evolved by the Company, (f)shall not use the systems or
the marks in any other business of the Franchisee or its associates, and (g) shall not outsource any element of
the business to any other person nor involve any of its associates, subsidiaries or sister concerns in the
operation of the business without prior written approval of the Company.
11.3 The Franchisee hereby expressly agrees that it shall not at any time (i) do or suffer to be done any act or
thing which may in any way impair the rights of the Company to the Trademarks or Intellectual Property;
(ii) contest, directly or indirectly, the validity of the Trademarks or Intellectual Property; or (iii) use, employ
or attempt to register any trademark, trade name, trade dress, logo, emblem, insignia, symbol which is the
same or deceptively similar to any of the Trademarks or any other Intellectual Property of the Company r

Agreement Code:10021851 Page 12 of 19

 given on any stationery, letterhead, name board or in any other manner unless otherwise authorized by the
Company.
11.4 The Franchisee shall neither reverse engineer, de-scramble nor de-compile Company’s intellectual property.
The Franchisee shall not and shall ensure that its staff and Resources do not do or attempt to circumvent
security, tamper with, hack into, or otherwise disrupt any computer systems, database, server, website,
router or any other internet connected device or use automated retrieval devices (such as web robots,
wanderers, crawlers, spiders or similar devices) to access information of the Company and or its proprietary
information or intellectual property.
11.5 The Franchisee understands and acknowledges that the rights and duties created by this Agreement are
exclusive and personal to Franchisee. Accordingly, neither the Franchisee nor any successor or permitted
assign to any part of Franchisee’s interest in this Agreement, nor any individual, partnership, corporation or
other entity which directly or indirectly has or owns any interest in this Agreement or in Franchisee shall
sell, assign, transfer, convey, give away, pledge, mortgage, encumber or otherwise dispose (collectively
referred to herein as "Transfer") of any direct or indirect interest in this Agreement or in Franchisee or all or
any of the assets of the business, including the Franchisee’s PCC in the given Premises, unless the Company
expressly gives its prior written consent in writing. Any purported Transfer, not having the express prior
written consent of the Company shall be a material breach of this Agreement and shall be reason for
termination of this Agreement pursuant hereof.

12. NON-COMPETE
12.1 The Franchisee shall not enter into any pathology testing activity or enter into similar covert/ overt
Agreement / MOU / Contract / Tie-up or any other arrangement whatsoever with any other Third Party, in
any form or substance during the duration of this Agreement.
12.2 The Franchisee fully understands that the samples collected at the PCC shall be handed over to the
Company for the tests to be conducted at the laboratories of the Company and or as per the instructions
given by the Company only and the Franchisee shall not send or hand-over, under any circumstances
whatsoever, any sample to any other Laboratory, to any person/ or competitor of the Company, without
written consent of the Company.

13. RELATIONSHIP BETWEEN THE PARTIES

13.1 It is understood and agreed by the Parties that this Agreement does not create a fiduciary relationship
between them. The Franchisee shall be an independent franchisee, and that nothing in this Agreement is
intended to constitute either party an agent, legal representative, subsidiary, joint venture partner, partner,
employee, or servant of the other for any purpose whatsoever. During the term of this Agreement,
Franchisee shall hold itself out to the public as an independent Franchisee operating the PCC of the
Company.
13.2 Nothing in this Agreement authorizes the Franchisee to make any contract, agreement, warranty, or
representation on the Company’s behalf, or to incur any debt or other obligation in the Company’s name;
and the Company shall in no event assume liability for, or be deemed liable hereunder as a result of, any

Agreement Code:10021851 Page 13 of 19

 such action; nor shall the Company be liable by reason of any act or omission of Franchisee in its operation
of the business described herein or for any claim or judgment arising there from against Franchisee or the
Company. Franchisee shall indemnify and hold the Company, and the Company’s officers, directors, and
employees harmless against any and all claims, losses, costs, expenses, liabilities, and damages arising
directly or indirectly from, as a result of, or in connection with Franchisee’s operation of the PCC.
13.3 It is clearly agreed and understood that under no circumstances, the employees of the Franchisee shall be
treated as the employees of the Company. The employees of the Franchisee shall work under the
supervision / instructions of the Franchisee, who alone shall be responsible for the payment of wages /
salary and or any other statutory dues.

14. TERMINATION
14.1 The Company may at any time during the Term of this Agreement terminate this Agreement without cause
by giving to the Franchisee a three (3) months prior written notice and thereupon this Agreement shall come
to an end on expiry of such period.
14.2 Without prejudice to the aforegoing, the Company, at its discretion, shall also have the right to terminate
this Agreement forthwith and with immediate effect in any of the following events:
a) Breach of any of Franchisee’s obligations, representation and warranties under this Agreement.
b) The Franchisee attempts to impose any contractual obligations upon the Company or conducts
itself in such manner as would create or inflict increased burden upon the Company.
c) The Franchisee does not allow inspection of its Premises to the Company or its agent and or fails to
produce on demand its books, accounts, and records and or fails to take corrective action to rectify
any deficiencies or defects, detected during any audit or inspection within the prescribed period.
d) The Franchisee does not make full payment to the Company of the receipts for three (3)
consecutive days and or the Franchisee refuses/neglects to reconcile accounts for the month by the
15th day of the subsequent month or, the accounts do not reconcile and the Franchisee
refuses/neglects/is unable to remove/clear discrepancies to the satisfaction of the Company
and/or the Franchisee refuses/neglects/is unable to provide to the Company relevant
certificates/forms as the case may be, under the applicable tax laws for all and any deduction(s)
made from the payment(s) made by the Franchisee to the Company.
e) The Franchisee is in violation of any Applicable Laws and regulations and or any environmental/
local health/sanitary/safety or statutory regulations for disposal of all waste, including Bio
Medical Waste.
f) The Franchisee misuses and or allows to be misused the Intellectual Property and or Proprietary
Materials provided by the Company in any manner.
g) The Company contests in any court or proceeding the validity of the Company’s ownership of its
Intellectual Property or Proprietary Materials;
h) Franchisee or any or all its Directors/members/associates/employees commit any crime, offence
or act which in the Company's reasonable judgment is likely to adversely affect the goodwill of the
business of the Company;

Agreement Code:10021851 Page 14 of 19

 i) The Franchisee assigns / purports to assign the burden or benefits of this Agreement to any third
party(ies) without obtaining prior written consent of the Company.
14.3 Upon termination or expiry of this Agreement:
i. Franchisee shall discontinue use of the Intellectual Property and Proprietary Materials of the
Company and shall cease holding out any affiliation or association with the Company unless
authorized pursuant to any other written agreement with the Company dispose of all Proprietary
Materials and all supplies in accordance with the Company's instructions.
ii. In the event this Agreement is terminated for whatsoever reasons by the Franchisee and or upon its
termination by the Company pursuant to clause 14.2 above or upon its expiry by efflux of time, the
Franchisee agrees not to offer the PCC set up in the Premises to any competitor of the Company or
run any other diagnostics center from the Premises, to prevent any false representation or mis-
communication to the general public of any association to the Company.
iii. The Company shall be entitled to without prior notice, stop receiving samples for test and refuse to
carry out tests in respect of sample sent and return them. No liability of any nature shall arise on
the Company on this account.
iv. The Franchisee shall forthwith stop using the Company’s name in any manner whatsoever,
including to receive sample or represent to be Franchisee or in any way associated with the
Company. Any failure on the part of Franchisee shall entitle the Company to such legal action
criminal and/or civil, as will be considered suitable by The Company.
v. The Company reserves the right, at any time, to modify/alter the list of tests agreed to be carried
out by themselves and or to stop accepting samples for any test(s) sent by the Franchisee including
but not limited to, in the event of early termination or expiry of this Agreement by efflux of time.

15. CONFIDENTIALITY
The Franchisee shall not, during the term of this Agreement or thereafter, communicate, divulge, or use
except under the present agreement for the benefit of the Company, any confidential information,
knowledge, or know-how, any secret/ information concerning the methods of operation of business
activities, plans, collaboration etc. of the Company hereunder, which may be communicated to the
Franchisee or of which Franchisee may be appraised by virtue of Franchisee’s operation under the terms of
this Agreement or Franchisee’s association with the Company. The Franchisee shall not use the confidential
information for any purpose other than in connection with the purpose for which the same is granted. In
case the Franchisee is found to be indulging in any such activity, then without prejudice to any rights or
remedies that the Company may have under law, the Company shall be entitled to terminate this
Agreement forthwith without giving any notice whatsoever. Upon the Company’s written request,
Franchisee shall return promptly to the Company all written materials and documents, as well as any
computer software or other material, made available or supplied by the Company to the Franchisee that
contains confidential information, together with any copies thereof, or destroy the same, and upon the
Company’s request, provide a certificate of destruction. Confidentiality obligations under this Agreement
will survive the expiry or early termination of this Agreement for a period of three (3) years from the date of

Agreement Code:10021851 Page 15 of 19

 such expiry or early termination.

16. FORCE MAJEURE:

Except for any obligations to make payments to the other Party hereunder, either Party’s delay or failure to
perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not
limited to, war, invasions, hostilities (whether war is declared or not), terrorist threats or acts, epidemics,
pandemics, lockdown by Authorities, strikes, fires, floods, earthquakes, explosions, acts of God,
governmental restrictions, market manipulations, actions, orders or laws, embargos or blockades, national
or regional emergencies, power, telecommunications or Internet failures, or damage or destruction of any
network facilities or servers or other domain-specific circumstances, despite such Party’s good faith efforts
to perform, shall not be deemed a breach of this Agreement or a basis for liability.

17. NOTICES:
All notices under this Agreement must be in writing and either mailed by certified or registered mail,
express courier or hand delivered to each Party at the address set forth below:
i]To Company: Attn: Mr. Ravindra Kumar
E-mail: ravindrakumar2@lupindiagnostics.com

ii]To Franchisee: Attn: _________________________

E-mail: __________________________

18. GOVERNING LAW AND JURISDICTION:

This Agreement shall be construed and governed by the laws of India. The Parties shall resolve any
difference or dispute arises out of this Agreement by way of negotiations. If such negotiation process fails,
then all disputes arising from or related to this Agreement shall be submitted to the exclusive jurisdiction of
the courts of Mumbai.

19. MISCELLANEOUS:
19.1 Entire Agreement: This Agreement contains the entire understanding between the Parties regarding the
granting of the franchise and obligations of the Parties regarding the collection centers and their functioning
and supersedes any and all agreements, either oral or written, between the Parties hereto. Each Party to this
Agreement acknowledges that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any Party, or anyone acting on behalf of any Party, that are not embodied
herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or
binding.
19.2 Amendment: No amendment or waiver of any provision of this agreement nor consent to any departure by
any of the parties there from shall be effective unless the same shall be in writing and signed by the Parties
hereto and then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
19.3 Waiver: No failure on the part of any Party to exercise, and no delay in exercising, any right, power or
Agreement Code:10021851 Page 16 of 19
 privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall any single or partial
exercise of any such right, power or privilege preclude any other of further exercise thereof or the exercise of
any other right, power or privilege.
19.4 Remedies: The remedies herein provided are cumulative and not exclusive of any remedies provided by
Applicable Law.
19.5 Severability: If any provisions of this Agreement are declared to be invalid, unenforceable or illegal by any
competent arbitral tribunal or court, such invalidity, unenforceability or illegality shall not prejudice or
affect the remaining provisions of this Agreement which shall continue in full force and effect.
19.6 No Third Party Rights: Nothing in this Agreement is intended or will be construed to confer on any Party
other than the Parties to this Agreement, any rights, benefits or remedies of any kind, and no other party
will be deemed to be a third party beneficiary.
19.7 Good Faith: upon the execution of this Agreement, each of the Parties hereto shall be bound to discuss the
provisions hereof in good faith and shall deal fairly with each other to further the performance and
enforcement of this Agreement, without destroying or injuring the rights of the other Party to enjoy the
benefits under this Agreement.
19.8 Expenses: Each Party hereto will bear the legal, accounting and other expenses incurred by such Party in
connection with the negotiation, preparation and execution of this Agreement and the documents and
transactions contemplated hereby.

IN WITNESS WHEREOF, THE COMPANY AND SERVICE PROVIDER HAVE CAUSED THIS AGREEMENT

TO BE EXECUTED ON THE DATE MENTIONED HEREINABOVE.

SIGNED AND DELIVERED SIGNED AND DELIVERED

For and on behalf of the Company For and on behalf of the Franchisee
LUPIN HEALTHCARE LIMITED _______________________________

BY: Mr. BY: Mr.

ITS: ITS: Sole Proprietor

Agreement Code:10021851 Page 17 of 19

 EXHIBIT -I

ITEMS REQUIRED AT THE SAMPLE COLLECTION CENTRE

1. Air Conditioner – 1.5 Ton
2. Centrifuge machine - Remi 8 head with timer.
3. Computer System Configuration – at least Intel Core i3 processor, 4 GB RAM and 500 GB HDD
4. Barcode Printer - TVS LP 46 Neo/ TSC TTP244 PRO
5. Printer - HP Laser Jet MFP1136
6. Back-up Inverter for supply of electricity.
7. Phlebotomy Chairs - 1 Nos.
8. Basic furniture for waiting / Reception area and for storing Sample Collection items etc.
9. Refrigerator with a capacity of at least 90-100 liters – frost-free.
10. Exhaust fan in the toilet.
11. Well-lit room with stain-free tiles‟ flooring.
12. Display board for announcements/notices/pictures/Promotional material
13. Needle Cutter/ Destroyer.
14. Waste collection, primary treatment, and segregation as per applicable laws & Regulations.
15. Adequate fire detection and fighting measures are to be provided as per the local or internal guidelines.
16. One independent telephone for patient’s inquiries etc.
17. Internet connection for logging on to the Company website.

Agreement Code:10021851 Page 18 of 19

 EXHIBIT II

Tests will be performed as per the rate card, provided by the Company to Franchisee.
All such rates shall be uploaded in LIMS and will be subject to periodic review and changes, which will be informed
by the Company to Franchisee from time to time.

% structure

Agreement Code:10021851 Page 19 of 19