HEALTHCARE SERVICES

SUPPLIER COMPANY AGREEMENT

 HEALTHCARE SERVICES SUPPLIER COMPANY AGREEMENT
1. This agreement was undersigned between the following parties pursuant to the
PARTIES following conditions.
 İSTANBUL MEMORIAL SAĞLIK YATIRIMLARI A.Ş. , will be referred to
as the ’’MEMORIAL”.
ADDRESS: Burhaniye Mah. Nagehan Sk. No 4 A/1- 34476 Üsküdar/Istanbul -
TURKEY
 …………………… , will be referred to as the ” Company”
ADDRESS: ………………………….

The terms and conditons of MEMORIALS engagement with ……………………… acting

through its …………..Branch are set out in ANNEX 6.
2. The subject of the agreement is receiving service and assistance from MEMORIAL
PURPOSE AND concerning the provision of Assistance Services by ………to the customers and their
SUBJECT own respective customers to whom it provides service, pursuant to the terms and
conditions set forth in the Agreement.

Company and ’’MEMORIAL are individually referred to as "Party" and collectively as the
"Parties”

WHEREAS, Company provides services to Clients, including, but not limited to medical services;

WHEREAS, ’MEMORIAL provides medical services for in-patient

WHEREAS, subject to the terms and conditions of this Agreement, Company seeks to refer and
engage the services of the ’’MEMORIAL for the benefit of Company Clients.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this
agreement, the Parties hereby agree as follows:

3. Assistance Service(s): Defines the service types listed in ANNEX 1, as can be

DEFINITIONS requested from MEMORIAL by ……….. within the scope of the Agreement.
………'s Customer: Means the third parties to whom ………provides the services
within scope its field of activity, pursuant to this Agreement.
Customer: Means the real person customers to whom ………'s Customer provides
service and who benefit from services of MEMORIAL within the scope of this
Agreement.
Medical Services: Means the services that MEMORIAL guarantees to provide
within the scope of the Agreement as listed in ANNEX 2, for which legal permits and
authorisations are obtained from the Ministry of Health and the concerned
organisations and institutions pursuant to the legislation.
4. 4.1
TERM OF This Agreement was undersigned mutually by the parties on ../../2020 and is valid
AGREEMENT until ../../…….. Unless written notification is submitted one month before the
expiry of the Agreement, it is extended for periods of one year automatically
pursuant to the current terms and conditions. MEMORIAL reserves its rights to
make any changes on such prices without having to obtain the approval of the other
party.
4.2
The parties may terminate the Agreement in writing any time before the term is
over if agreed mutually in writing. The rights will be reserved in case of Agreement
termination

4.3
 In the case that any of the parties violate any of the Agreement provisions and fails
to provide remedy to such violation within reasonable time following the written
warning provided by the other party, the other party may terminate the Agreement
with justifiable reason to be valid as of the date of notification to be made via notary
public.
4.4
In case of incidents of forces majeures, such as war, state of siege, fire, flood,
earthquake, etc., the provisions of the Agreement will be suspended upon written
notification of any of the parties. However, in the case that such period is in excess
of 1 month, either party may terminate the Agreement
4.5
Either party may unilaterally terminate the Agreement any time and without any
compensation liability to come into force within 2 months following the delivery of
the written notification to be submitted to the other party via notary public, without
showing any reason.
4.6
The agreement will be terminated automatically in the case that the legal entity
quality of either of the parties is terminated, the legal entity undergoes a liquidation
process, or becomes bankrupt.
5. 5.1
ANTI- The parties may never execute, approve, or allow any act of the Parties and/or
CORRUPTION Parties' affiliates with regard to negotiation, issue, or execution of this Agreement
CLAUSE
that may lead to breach of any anti-corruption or anti-bribery law or regulations in
force. This liability is particularly applicable for payments in breach of the law,
including incentive payments made to government officials, representatives of
government agencies or partners, their families or close friends.
The parties accept and undertake that they will not offer, give monetary, or any
other inadequate gift or benefit to any employee, representative, or third party
acting on behalf of the other Party and accepts to refrain from doing such and not to
accept any inadequate gift or benefit from such persons; regarding the negotiation,
issue, or execution of this Agreement.

Each Party shall notify the other Party immediately about such case in the event
that it is aware of any corruption or has any doubt over corruption with regard to
the negotiation, issue, or execution of this Agreement.

6. PAYMENT 6.1
PROCESS

MEMORIAL undertakes to draw up a detailed invoice indicating the entry-exit

dates of the Customer and the medical works and services that are executed for
him/her. Invoices shall be drawn up EURO/USD currency. A guarantee letter
meanscoverage of all expenses. …………… shall prepare and provide a Guarantee
Letter , to MEMORIAL for every Participating Patient for whom a medical
approval is obtained ………. hereby declares and accepts that it shall be liable for
the payment of all MEMORIAL Services rendered to the Participating Patients
who were referred to MEMORIAL by itself .The Guarantee Letter shall be sent to
the email address of MEMORIAL ( insurance@memorial.com.tr ) as duly e-
signed . MEMORIAL shall not admit the patients for whom a Letter of Guarantee
with an e-signature is not provided. It shall be clearly stated in the Letter of
Guarantee that such a payment will be made by …………………….
 The invoice shall be drawn up in the name of the Customer(PATİENT) and shall be
submitted within fifteen (15) days upon submittal of the payment guarantee by ….,
at the latest. The invoice payment shall be realised within 45 (Fourty five) days
following the receiving of the invoice by ….. . ……….., is obliged to pay the invoice
fee according to the due date and accounts which are stated in the contract, and
also undertakes to be solely responsible to MEMORIAL for the payment of the
invoice price in any case, including in the case of relevant insurance company
refraining from making payments. In case there is any delay in the payment or in
the event of no payment MEMORIAL can cease rendering the medical services to the
patient and also retains its right not to provide the discounts as shown in the
agreement.

6.2
Special expenses that are not medically required and services that are additionally
requested by the Customer (patient) upon his/her own discretion; will be drowen
up by MEMORIAL with an additional invoice to the Customer (patient). In this
case, all payment will be made by the patient, MEMORIAL shall demand such
payment from the patient and shall only admit such patients who deposits 100% of
such fees to the Hospital in advance.

7. The parties shall keep any information acquired through the execution of the
CONFIDENTIALITY agreement or directly or indirectly from each other as trade secrets and shall never
disclose such information to third parties, except for legally authorized authorities,
without obtaining written approval from each other.
In particular, the names, policy numbers, contact details of the subscribers and any
information provided by relatives of the subscribers or acquired through execution of
the Services may not be disclosed to third parties by MEMORIAL and may not be
used or allowed to be used for purposes other than the execution of the Agreement.
The parties are liable to maintain the confidentiality of commercial-technical
information, marketing procedures and methods, miscellaneous information and
secrets pertaining to each other and acquired in the course of the execution of this
agreement and to never disclose such to third parties.
The parties are obliged to ensure that their managers, partners, employees,
assisting persons, and miscellaneous persons-institutions related to them abide by
the aforementioned commitments.
Both of the parties are obliged to compensate any direct-indirect material damages
of the party that have arisen/will arise from the failure to fulfill the commitments
concerning confidentiality.
Upon termination of the Agreement these clauses remain in force identically.
With this agreement, letters to be explicitly declared and undersigned by the parties
as an annex to the agreement constitute the entire agreement relationship between
the parties. This agreement may only be amended in writing as undersigned by the
Parties. In this respect, the execution of any of the provisions of this agreement in a
manner other than as set forth by the agreement does not constitute the right to
claim that the execution manner of the concerned provision that is set forth by the
parties in the agreement has been amended.
………. shall act in accordance with Law number 6698 Protection of Personal
Information and other legislation relating personal information for the patients
referred by itself within the scope of this Agreement or for other persons referred to
in other ways or for other persons for whom …….possesses such personal
 information. ………. shall be liable for all claims and damages as a result of violation
of such rules and regulations as may be stated in the resolution of any relevant legal
institution or any court.

If the ….. demands the medical documents, MEMORIAL shall suplly these documents only on
the written and clear approvement of the patient. No information shall be provided in the
absence of clear approval of such patient.

8.
GENERAL
PROVISIONS

8.1
Transfer and Assign Prohibition. Neither of the parties may transfer their rights and
obligations arising from this Agreement and annexes thereof to real and/or legal
third parties and/or parties or assign its rights and receivables without written
consent of the other party. Insofar, …….may transfer the Agreement just to TPA
company or companies that it is or its partners are/will be in control of, with the
same provisions and terms or assign it rights or receivables to them.

8.2
Notifications: Any warnings and notifications to be made with regards to the
agreement shall be made return paid registered mail and to the addresses indicated
by the names/titles of the parties in the introduction of the Agreement unless any
address change is notified to the other party in advance. In order to render the
notifications or warnings with the purpose of putting the other Party in default or
terminating the Agreement or withdrawing from such to be applicable, they shall be
realized through a notary public or return-paid registered mail pursuant to Article
20/III of the Turkish Commercial Code. In the case of failure to make notification,
the provisions of Articles 21 and 35 of the Notification Law shall apply.

8.3
Correction and Amendment of the Agreement: No waiver, correction,
amendment, or supplementation with regards to the Agreement shall be valid unless
it is made in writing by the Parties on the date of undersigning the Agreement or
thereafter. The agreement may only be edited or amended by an additional written
Agreement concluded appropriately by the Parties.

8.4
 Settlement of Disputes: The Courts and Execution Offices of Istanbul are
competent for the settlement of any disputes resulting from the interpretation
or execution of the agreement. This Agreement shall be governed by the laws
of Turkey

8.5
Expenses: Any kind of tax including the stamp duty arising from aspects such as
undersigning, issue, and certification of the agreement and expenses and liabilities
such as the notary public fee shall be covered between the parties equally.

9. Annex-1:
AGREEMENT Institution Current Price List
ANNEX(ES) Annex-2:
LIST Contact and Banking Information
Annex-3:
Terms and Conditions
Annex - 4 :
Payment Details

Annex-
MEMORIAL’S OFFICIAL DOCUMENTS
Annex-6:
SUPPLIER COMPANY’S OFFICIAL DOCUMENTS

Annex-6.1 TAX CHART

Annex-6.2 SIGNATORY CIRCULAR

Annex-6.3 MINISTRY OF HEALTH PERMITS / AUTHORISATIONS

Annex-6.4 TRADE REGISTRY RECORD / GAZETTE

Annex-6.5 CERTIFICATE OF ACTIVITY

Annex-6.6 COPY OF OFFICIAL’S IDENTITY CARD

Annex -8 Contact Information

This agreement issued as two original copies was undersigned with the free
will of the parties on ../../2020 each of the parties declare that it has
received one of the original copies.

Date of Issue: ../../2020

STAMP-SIGNATURE

ANNEX-2:
CONTACT AND BANK INFORMATION FORM
Please indicate your address, phone, fax, e-mail, bank etc. details that we can use to contact you.

Date:
HEALTH INSTITUTION
İstanbul MEMORİAL SAĞLIK YATIRIMLARI A.Ş.
COMPANY OFFICIAL TITLE
(MEMORIAL)

TAX OFFICE - TAX NO. Büyük Mükellefler V.D.4810037012

MEMORIAL GENEL MÜDÜRLÜK / MEMORIAL HEAD OFFICE

COMPANY ADDRESS Burhaniye Mah. Nagehan Sk. No 4 A/1- 34476 Üsküdar/Istanbul -
TURKEY

REPUBLIC OF TURKEY ID
NO.

OFFICE PHONE NUMBERS +90 216 558 66 66 

OVERNIGHT PHONE +………………….

NUMBERS

+………………
CELL PHONE NUMBERS

insurance@memorial.com.tr
E-MAIL ADDRESSES

MHG - Euro Account (€)

Bank Name DENIZBANK
Bank / Branch address AVRUPA KURUMSAL
Bank Branch code 3390
Account Name ISTANBUL MEMORIAL SAĞLIK YATIRIMLARI A.Ş.
Account number 150408-354
BANK & BRANCH OF Swift code DENITRIS902
IBAN TR71 0013 4000 0001 5040 8004 11
PAYMENT
MHG-US Dollar Account ($)
ACCOUNT HOLDER &
Bank Name DENIZBANK
ACCOUNT NO. Bank / Branch address AVRUPA KURUMSAL
Bank Branch code 3390
Account Name ISTANBUL MEMORIAL SAĞLIK YATIRIMLARI A.Ş.
Account number 150408-353
Swift code DENITRIS902
IBAN TR98 0013 4000 0001 5040 8004 10

STAMP-SIGNATURE

………
COMPANY OFFICIAL TITLE
TAX OFFICE - TAX NO. …………………………….

COMPANY ADDRESS ……………………………….

SUPPLIER COMPANY
OFFICIAL TITLE
REPUBLIC OF TURKEY ID
NO.

OFFICE PHONE NUMBERS +……………………. 

OVERNIGHT PHONE +………………….

NUMBERS

+………………
CELL PHONE NUMBERS

E-MAIL ADDRESSES

BANK & BRANCH OF

PAYMENT
ACCOUNT HOLDER &
ACCOUNT NO.

ANNEX-3:
Terms and Conditions

The following terms and conditions will apply between the ’’MEMORIAL” and …………………………

A. …………….. address at ………………….. (hereinafter) hereby confirms under this ANNEX that it agrees to pay to MEMORIAL ,
subject to the following terms and conditions, the eligible expenses relating to the medical treatment provided to the
……………… insured person (‘INSURED PERSON’).
B. This ANNEX 3 is a direct billing arrangement between ………….. and MEMORIAL (together hereinafter ‘the Parties’) and
covers eligible expenses relating to the treatment only. Medical expenses are subject to the terms and conditions of the
INSURED PERSON’s policy including, but not limited to, specific benefit limits, plan maximum limits, exclusions, waiting
periods and co-payments. Medical expenses relating to In-Patient Treatment must be pre-authorised by ……………… prior
to admission of the INSURED PERSON.
C. The present Agreement respects the absolute independency of MEMORIAL as an independent medical provider. Neither
……………. or MEMORIAL have any exclusivity obligations to the other.

F. It is agreed that ………………. shall be entitled to discounts to be applied to the standard pricelist of MEMORIAL, the current
version of which is attached to this Annex 1

1. Definitions
1.1 Unless a different meaning is given in this Agreement, words and phrases have the same meanings as set out in the Benefit
Guides which are available on the …………….. website (……………..).

2. Commencement and Termination of Agreement

2.1 This Agreement shall take effect as and from the Commencement Date as stated in Condition 4.1 of the main Agreement.
2.3 Upon termination of this agreement, …………….. liability shall be limited to the expenses and charges incurred in respect of
Treatment provided in accordance with this Agreement prior to the date of termination.

3. Anti-Corruption
3.1 The parties shall not commit, authorize or permit any action in connection with the negotiation, conclusion or the
performance of this Agreement which would cause the parties and/or the parties’ affiliates to be in violation of any
applicable anti-corruption or anti-bribery laws or regulations. This obligation applies in particular to illegitimate payments
including facilitation payments to government officials, representatives of public authorities or their associates, families or
close friends.
Each party agrees that it will not offer or give, or agree to give, to any employee, representative or third party acting on
behalf of the other party or accept, or agree to accept from any employee, representative or third party acting on behalf
of the other party, any undue gift or benefit, be it monetary or other, with regard to the negotiation, conclusion or the
performance of this Agreement.
Each party shall promptly notify the other party, if it becomes aware of or has specific suspicion of any corruption with
regard to the negotiation, conclusion or the performance of this Agreement.

4. The Parties agree that this Agreement may only be varied in writing with the written consent of both parties.

5. This Annex 3 does not constitute a partnership between the Parties nor does it constitute either party as a representative
or agent of the other party for any purpose whatsoever.

6. Notices
6.1 Any written notice to be given under this Agreement regarding termination of this Agreement can only be given by
registered prepaid post.

7. Governing law
7.1 This Agreement shall be governed by the laws of Turkey
Executed in duplicate and signed:

__________________________ __________________________
Name: Name:
Title: Title:
Date: Date:
For and on behalf of For and on behalf of the
İSTANBUL MEMORIAL SAĞLIK YATIRIMLARI A.Ş.

Annex 4 – Payment details

Please ensure that the payment details supplied are correct to avoid delays to direct settlement. It is your
responsibility to notify us when there are changes to any of the details below.
1. Invoice Currency: ______EURO/USD ___________

2. Preferred Payment Currency: _____ EURO ____________

*On the rare occasion that the international banking regulations do not allow us to make a payment in the
currency requested, one of our provider affairs representatives will be in contact with you to arrange
alternative payment currency.

3. Preferred Payment method:

Bank Transfer

- Bank Transfer
Please provide details below:

- Name of bank account holder ____________________________

- Account Number ____________________________

- IBAN code (EU only) ____________________________

- Swift Code ____________________________

- Sort Code ____________________________

*UK, Channel Islands and Gibraltar only

- Other banking codes ____________________________

*please indicate all necessary banking

codes for international transactions

- Bank Name ____________________________

- Full Bank Address ____________________________

____________________________
____________________________

Intermediary Bank Details:

- Intermediary bank swift code ____________________________

*where applicable

STAMP-SIGNATURE
Annex8– Contact Information

……………….

Address:

Helpline:

Tel.:
Fax:
Email:

Medical Services:

Tel.:
Fax:
Email:

Claims:

Tel.:
Fax:
Email:

Provider Services:

Tel.:
Fax:
Email:

STAMP-SIGNATURE