This Agreement made this ___ day of February 2021 between Heafford Hospitals,

having its Registered Office at ______________________________________

hereinafter referred as ‘Client’ represented through its Authorised Signatory Dr.
_______________________, a senior Surgeon in Podiatry and Brand & Mark, a
Marketing and Business Consultancy firm with its principal place of business located at
43/4, 2nd Floor, Tulsi Damu Arcade, Sathy Road, Saravanampatti, Coimbatore 641006,
Tamil Nadu, India, hereinafter referred as ‘Agency’, represented by its Authorised
Signatory Mr. Anoop Karunakaran and both Company and Agency hereinafter
collectively referred as ’Parties’.

Whereas, the Client is desirous of engaging the Agency specifically to provide

Marketing Consultancy services including Creative Marketing Strategy with respect to
branding and marketing the Podiatry Department of Heafford Hospital across South
India initially and subsequently across India and overseas, which the Agency has
represented as the areas of it’s expertise and is willing to provide such services to the
Client.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Engagement and Services

a. Engagement: The Client hereby engages the Agency to provide and perform the
services set forth in Annexure A attached hereto (the “Services”), and the Agency
hereby accepts the engagement.

b. Standard of Services: All Services to be provided by Agency shall be performed

with promptness and diligence in a workmanlike manner and at a level of
proficiency to be expected of an agency with the background and experience that
Agency has represented it has. The Client shall provide such access to its
information, property and personnel as may be reasonably required in order to
permit the Agency to perform the Services.

c. Representation and Warranty: Agency represents and warrants to the Client that it
is under no contractual or other restrictions or obligations which are inconsistent
with the execution of this Agreement or which will interfere with the performance
of the Services.

2. Consultancy Period
a. Commencement: This Agreement shall commence on the Effective Date and shall
remain in effect until the completion of the Services or the earlier termination of
this Agreement as provided in Article 2 (b) (the “Termination”).

b. Termination: This Agreement can be terminated by either Parties, without cause

and without liability, by giving 60 calendar days written notice of such termination
to the other Party. This Agreement may be terminated by either Party by giving 60
calendar days written notice of such termination to the other Party in the event of

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 a material breach by the other Party. “Material breach” shall include: (i) any
violation of the terms of Articles 3, 4, 5, 6, 8, 10 and 11,
(ii) the death or physical or mental incapacity of Consultant or any key person
performing the Services on behalf of Agency as a result of which the Agency or
such key person becomes unable to continue the proper performance of the
Services, (iii) an act of gross negligence or wilful misconduct of a Party, and (iv) the
insolvency, liquidation or bankruptcy of a Party.

c. Effect of Termination: Upon the effective date of termination of this Agreement,

all legal obligations, rights and duties arising out of this Agreement shall terminate
except for such legal obligations, rights and duties as shall have accrued prior to
the effective date of termination and except as otherwise expressly provided in
this Agreement.

3. Consultancy Fee and Expenses

a. Consultancy Fee: In consideration of the Services to be rendered hereunder, the
Client shall pay Agency a Retainership fees at the rates, and payable at the time,
and pursuant to the procedures set forth in Annexure A (the “Consultancy Fee").

b. Expenses: Agency shall be entitled to reimbursement of all pre-approved expenses

reasonably incurred in the performance of the Services, upon submission and
approval of written statements and receipts in accordance with the then regular
procedures of the Client.

c. Payment: The Agency shall submit to the Client a monthly invoice detailing the
Services performed during the preceding month and the amount due. All such
invoices shall be due and payable within 7 calendar days after receipt thereof by
the Client.

4. Work Product and License

a. Defined: In this Agreement the term "Work Product" shall mean all work product
generated by Agency solely or jointly with others in the performance of the
Services pertaining to this engagement, including, but not limited to, any and all
information, notes, material, records, processes, technology, software, know-how,
designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and
trade secrets.

b. Ownership: Agency agrees to assign and does hereby assign to Client all right, title
and interest in and to the Work Product. All Work Product shall be the sole and
exclusive property of the Client and Agency will not have any rights of any kind
whatsoever in such Work Product.
Agency agrees, at the request and cost of Client, to promptly sign, execute, make
and do all such deeds, documents, acts and things as Client may reasonably
require or desire to perfect Client's entire right, title, and interest in and to any
Work Product.

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 Agency will not make any use of any of the Work Product in any manner
whatsoever without the Client’s prior written consent. All Work Product shall be
promptly communicated to Client.

5. Confidential Information
a. Defined: In this Agreement the term “Confidential Information” shall mean the
Work Product and any and all information relating to the Client’s business,
including, but not limited to, research, developments, product plans, products,
services, processes, techniques, technology, software, know-how, designs, ideas,
discoveries, inventions, improvements, copyrights, trademarks, trade secrets,
customers, suppliers, markets, marketing, finances disclosed by Client either
directly or indirectly in writing, orally or visually, to Agency.

Confidential Information does not include information which:

(i) is in or comes into the public domain without breach of this Agreement by the
Agency,
(ii) was in the possession of the Agency prior to receipt from the Client and was
not acquired by the Agency from the Client under an obligation of confidentiality
or non-use,
(iii) is acquired by the Agency from a third party not under an obligation of
confidentiality or non-use to the Client, or
(iv) is independently developed by the Agency without use of any Confidential
Information of the Client.

b. Obligations of Non-Disclosure and Non-Use: Unless otherwise agreed to in advance

and in writing by the Client, Agency will not, except as required by law or court
order, use the Confidential Information for any purpose whatsoever other than the
performance of the Services or disclose the Confidential Information to any third
party.
Agency may disclose the Confidential Information only to those of its employees or
consultants who need to know such information. In addition, prior to any
disclosure of such Confidential Information to any such employee or consultant,
such employee or consultant shall be made aware of the confidential nature of the
Confidential Information and shall execute, or shall already be bound by, a non-
disclosure agreement containing terms and conditions consistent with the terms
and conditions of this Agreement.
c. Return of Confidential Information: Upon the termination or expiration of this
Agreement for any reason, or upon Client’s earlier request, Agency will deliver to
Client all of Client’s property or Confidential Information in tangible form that
Agency may have in its possession or control. The Agency may retain one copy of
the Confidential Information in its legal files.

6. Force Majeure
a. Either Party shall be excused from any delay or failure in performance required
hereunder if caused by reason of any occurrence or contingency beyond its

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 reasonable control, including, but not limited to, acts of God, acts of war, fire,
insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes,
floods, explosions or other acts of nature.

7. Non-Publicity
a. Each of Client and Agency agree not to disclose the existence or contents of this
Agreement to any third party without the prior written consent of the other Party
except: (i) to its advisors, attorneys or auditors who have a need to know such
information, (ii) as required by law or court order, (iii) as required in connection
with the reorganization of a Party, or its merger into any other corporation, or the
sale by a Party of all or substantially all of its properties or assets, or (iv) as may be
required in connection with the enforcement of this Agreement.

8. Assignment
a. The Services to be performed by Agency hereunder are personal in nature, and
Client has engaged Agency as a result of Agency’s expertise relating to such
Services. Agency, therefore, agrees that it will not assign, sell, transfer, delegate or
otherwise dispose of this Agreement or any right, duty or obligation under this
Agreement without the Client’s prior written consent. Nothing in this Agreement
shall prevent the assignment by the Client of this Agreement or any right, duty or
obligation hereunder to any third party.

9. Governing Law and Dispute Resolution

a. This Agreement shall be governed by and construed in accordance with the laws of
India. The courts of Coimbatore, Tamil Nadu shall have exclusive jurisdiction over
any disputes between the Parties arising out of or in relation to this Agreement

10. General
a. This Agreement constitutes the entire agreement of the Parties on the subject
hereof and supersedes all prior understandings and instruments on such subject.
This Agreement may not be modified other than by a written instrument executed
by duly authorized representatives of the Parties.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly
executed this Agreement by their authorized representatives as of the date first
written above.

Signed for and on behalf of Signed for and on behalf of

Heafford Hospitals
Department of Podiatry Brand & Mark

Authorised Signatory Authorised Signatory

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 Annexure A
Services
Following are the Marketing Consultancy Services to be offered by Agency as detailed
below:
Branding and Marketing Services for Heafford Department of Podiatry
Overall Marketing Strategy
Brand & Mark will sketch up an Annual Marketing Calendar that will drive the
Marketing Plan to offer consistency in brand promotion by plotting various campaigns,
activities, etc. Every activity will be carried out according to a pre-approved budget
• All marketing communications will lay special emphasis on Precision Medicine,
Quality of Treatment, Affordability, Service, Comfort through Recovery (Relaxed
and Ambient environment) and ‘Back Home’ stages, as the key differentiating
factors
• Personal Branding of Doctors on the board - to be taken up on top priority
• Below the line Marketing
 Corporate AV, E-Brochure, Digital Marketing, PRM, Awareness Camps,
Kiosk Promotion
• Creatives And Strategies for BTL Marketing
 Regular Road Shows/ Awareness Camps – at Premium Gated Communities,
Retirement Homes/ Communities, Malls, Multiplex, Premium Clubs
 Corporate AV – detailing FAB, to be played at all outdoor BTL promotions
and Kiosks
 E-Brochure – will be developed and forwarded to prospects during and
after BTL promotions
 PRM – A robust PRM software can be developed with in-built app that can
be downloaded by patients for 1) Booking appointments, Ordering
medicines and other products for door delivery and 3) Periodic video
consultation with doctors post surgery – by appointment
Digital Marketing

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• Website Marketing
 Design and launch a robust website exclusively for Heafford Hospital
highlighting Department of Podiatry with all its features, attributes and
benefits
 SEO friendly settings
 Social Media link activation
 Website maintenance for dynamic user experience
• Organic promotion
 SEO- define keyword selection for each ailment and treatment
 Necessary incorporations for On-page SEO (one-time)
 Off-page SEO (ongoing)
 Organic brand building with daily posts from Social Media pages
 Generate organic traffic to website through Social Media pages
• Social Media Marketing
 Post of content relevant to Podiatric Surgery and Treatment offered by
Heafford Hospital with all its features, attributes and benefits – on various
social media pages like FB, Instagram, Twitter
 Posting relevant content targeting cities planned in Phase 1
 Posting relevant information about Offers, Treatments for various
conditions, etc.
 Develop a strategy to encourage patients and their kith and kin to place
their post-surgery experience
• Paid Campaigns
 Search Ads
 Display Ads
 Video ads
 Discovery Ads
 Paid Social Media Promotion Campaigns:

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Creative to be designed and posted for various types of ailments and treatments
available – aimed at online promotion/ increase in patronage
 Personal Branding of Doctors (only those on the board of Heafford) will be
done on Digital Media, including Social Media pages, Youtube, etc.
Road Shows/ Awareness Camps
 Road shows/ Camps will be conducted in high end residential gated
communities, Apartments, Premium Retirement Communities, Premium
Clubs and Malls
 Will be conducted by erecting a promotional kiosk with branding in high
traffic, open areas like mall atrium, corridors or verandas in Clubs, open
areas in gated communities
 Road Shows/ Camps will be a whole day activity, connecting with potential
groups and collecting relevant and potential database
 Such Road Shows/ Camps will be conducted at various towns in Karnataka,
Kerala, Goa during the first phase, before the launch of Heafford Hospital
 Brand & Mark will take up the complete Planning and Execution of this
activity
 E-Brochure – To be created, developed which can be forwarded through
the app, email, Whatsapp, Social Media, etc., for effective online
communication during BTL campaigns
Consultancy Fee
Agency (Brand & Mark) shall be paid by Client Heafford Hospitals, Department of
Podiatry towards Marketing Consultancy and other related charges, for planning and
development of Marketing Strategy and as follows:
A net monthly retainer fee of Rs. 25,000/- (Rupees Twenty Five Thousand Only) will be
paid net of GST
 Charges towards creative conceptualization and development, development of
creative materials, etc., shall be charged on actuals for which separate invoices
shall be raised by the Agency

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 Travelling expenses of Agency for its Employees/Consultants from any location to
any location within the country, for on-site implementation of work or delivery of
services falling within the scope of this Agreement shall be borne by the Client
 Accommodation for Brand & Mark Consultants/ Agency while traveling for the
specific purpose of performance of services falling within the scope of this
Agreement shall be borne by the Client
 All above expenses in the scope of the Client shall be reimbursed by the Client,
upon submission of related bills, vouchers, etc, in addition to the Retainer Fee.
 Payment Terms:
 Retainer fee payable to Brand & Mark will be paid on or before the 5th of
every month in advance for the following month
 The above charges are exclusive of taxes and the same shall be charged at
rates applicable based on prevailing rules at the time of raising invoice
 The above charges do not include any cost of software development and
implementation.
 The above charges do not include payment for products or services sourced
by the Agency on behalf of/for the Client, with prior approval of the Client’s
Management.
 For any outstation business travel undertaken by Agency for the Client,
travelling expenses including lodging and boarding will be reimbursed on
actual basis or arranged by the Client.

Signed for and on behalf of Signed for and on behalf of

Heafford Hospitals Brand & Mark
Department of Podiatry

Authorised Signatory Authorised Signatory