Provider No.

MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING made at ______this ____ day of ______ 2011, between Paramount Health Services (TPA) Private Limited., a Private Limited Company incorporated under the provisions of Companies Act, 1956 and having its Registered Office at 54 A,Elite Auto House, M. Vasanji Road, Off. Andheri Kurla Road, Andheri (East), Mumbai-400093 hereinafter called PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED (which expression shall unless it be repugnant to the context or meaning thereof shall mean and include its successors) of the One Part And _____________________________________________________________________________HOSPIT AL/NURSING HOME owned and run by ____________________________________________________________________ registered public charitable Trust /private body / individual having its office at _____________________________________________________________________________hereinaft er called the Provider (which expression shall unless it be repugnant to the context or meaning thereof shall mean and include the persons for the time being and from time to time constituting the said private organization /Trust, survivors or survivor of them) of the Other Part: W H E R E A S: (1) PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED., is registered as Third Party Administrator and has obtained a license from The Insurance Regulatory and Development Authority (hereinafter called The Authority) under The IRDA (Third Party Administrator Health Services) Regulations 2001 (hereinafter called the Regulations) framed under The Insurance Regulatory and Development Authority Act, 1999 (hereinafter called the Act) to act as Third Party Administrator bearing license No. 006 of IRDA. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED...as Third Party Administrator renders healthcare services necessary as defined by insurers to various individuals who have obtained Mediclaim or Health Insurance policies from the Insurance Companies with whom PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. has entered into the Agreements under the said Regulations. PHS and the Provider mutually agree to provide health care to the individuals / corporate members (hereinafter called the Beneficiaries) who require medical treatment under the Health Insurance policies issued by the Insurance Companies or self funded health plans approved by IRDA with whom PHS has entered into the Agreements under the said Regulations on the undertaking that PHS shall be paying the eligible expenses for the medical treatment given by the Provider from the claim float provided by concerned insurance company or payer (in case of self funded plans approved by IRDA) under the provisions of the said Regulations. The Provider has accepted the offer made by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. on the terms and conditions hereinafter appearing.

(2)

(3)

(4)

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: ARTICLE 1 : 1. DEFINITIONS & INTERPRETATION

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The following terms and expressions shall have the following meanings for the purpose of this Agreement: 1.1 Agreement shall mean this agreement and all Schedules, supplements. Appendices appendages and modification thereof made in accordance with the terms of this agreement. Claim Float shall mean the money made available to the TPA for the settlement of claim of the Insured Person by the Insurer or of the beneficiary by the Payer. Preauthorization For Cashless Access The TPA upon getting the necessary medical information from the Provider, will issue a preauthorization letter/guarantee of payment letter on behalf of the Insurer/Payer to the Provider mentioning the guarantee of the sum, length of stay and also the ailment for which the person is seeking to be admitted as a beneficiary. Denial of Pre-authorization In case of failure to provide the relevant medical and policy details as required according to the TPAs for interpretation of the benefits, the TPA may deny the guarantee of payment to the Provider and may not authorize the Insured Person for cashless access. Emergency admission shall mean a serious medical condition or symptom resulting from injury or sickness which arises suddenly and requires immediate hospitalized care and treatment, within 24 hours of onset, to avoid jeopardy to the life or serious damage to the health of Insured Person, until stabilization at which time this medical condition or symptom is not considered an Emergency anymore. IRDA shall mean the Insurance Regulatory and Development Authority established under the Insurance Regulatory and Development Authority Act 1999. Third Party Administrator shall mean any TPA who is licensed under the IRDA (Third Party Administrators - Health Services) Regulations 2001 by the IRDA to practice as a third party administrator. PHS authorized representative shall mean a PHS employee with authorized PHS photo identification card or any person with an authority letter from PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. Coinsurance is a provision under which a payer and beneficiary share the incurred claim cost in a predetermined ratio. Deductible is a portion of claim in way of fixed amount that is not covered under the insurance policy or health plan and has to be borne by the beneficiary. Authorization letter is a letter giving an approval to the request received from the Provider for Preauthorization.

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

WARRANTIES BY PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. 1.12 PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. holds a valid license from the Authority under the Act and under the Regulations to act as a TPA. and the said license is valid and subsisting and the same has not been revoked by the Authority under the Act and the Regulations.

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1.13

1.14

PHS under this MOU is entitled to pay to the Provider for the necessary medical treatment given to the Beneficiary provided the Provider has fulfilled all the necessary conditions as mentioned, after receiving the same amount from the concerned Insurer who has issued the Health Insurance policy to the beneficiary or from other payers as approved by IRDA This agreement is signed by a person duly authorized by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. and all the terms and conditions contained in this agreement are binding on PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. As required under the Regulations any employees / contracted consultants of PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. who is a qualified medical doctor registered with the Medical Council of India and acting on behalf of PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. is eligible to discuss generally the medical treatment to be given to the Patients by the Provider. The patients who seek cashless service facility payable by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to the Provider, shall hold valid Identity Card & Authorization Letter received with prior approval from PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED.

1.15

1.16.

ARTICLE 2 GENERAL PROVISIONS.

2.1.

PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED..shall strictly adhere to the code of conduct stipulated under Regulation 21 of the said Regulations and the Provider should treat the patients with courtesy and care.

2.2.

The Provider shall subject to the availability of the beds extend priority admission facility to the patients. The Provider hereby assures to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. that the Provider has cover of adequate insurance policy against any error or omission in treatment as also negligence by its doctors and Para-medical staff and shall keep such policies in force during the subsistence of this agreement. The Provider shall as far as possible endeavor to have an officer of the Provider assigned for the patients and shall endeavor to ensure that such officer learns various types of medical benefit offered by different insurance plans. The Provider shall allow the qualified medical representatives of PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to visit the patients and generally discuss the medical treatment to be given by the Provider to the patients provided always the final decision with respect to the line of treatment to be given to the patients shall be that of the Provider and its team of doctors, and the representatives of PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. shall not interfere with the same, However they have the right to know the treatment plan and discuss the same with the provider. If found necessary by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED to depute an authorized representative, the Provider shall allow with prior appointment or otherwise, the authorized representatives to have an access to the standardized billing and medical records, Electronic Medical Records, Indoor Case Papers, International Coding of Diseases after the patient is discharged or during the period of the hospitalization. The Provider and PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. agree to comply with the statutory requirements and follow the law of the land. If there is any mandatory statutory requirement, the Provider shall comply with the same specifically with the future requirements.

2.3.

2.4.

2.5.

2.6.

2.7.

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2.8.

The Provider hereby agrees to have the bills for the treatment provided to the patients, audited, only if the same is absolutely necessary provided always that it will not be open to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to deny payment of the bill on the ground that the same is not audited. The Provider will convey to the Doctor treating the patient to keep the patient only for the required number of days of treatment and carry out only the required investigation and treatment for the ailment for which he/she is admitted and the decision in this regard of the attached Doctor shall be final and binding on the parties. In the event of any complications and/or emergency the treatment for the same will be included and permitted as necessary treatment and the attached Doctor shall at all times have the rights to treat the patient as he/she considers in his/her absolute discretion fit and necessary. Any other investigations required by the patient for his/her benefit are not reimbursable and hence not payable by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. and the Doctor will inform the patient that he/she will have to bear the costs of the same. However if there is any deviation in the line of treatment or from the information given in the Pre - Authorization request, PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. shall not be considered liable and the patient will have to bear the cost for the same and the provider would be required to recover the same from the patient.

2.9.

ARTICLE 3 : IDENTIFICATION OF PATIENTS.

3.1.

PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. shall issue an identity card to the patient bearing such identification mark, logo or wordings of PARAMOUNT HEALTH. The identity card shall have the recent photograph and signature or thumb impression of the patient. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED .shall also issue an authority letter in favor of the patient. The Provider shall be entitled to act on such identity cards and authority letters. The Authority Letter shall inter alias contain the guaranteed amount payable by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to the Provider.

3.2.

For the benefit of the patients the Provider may display the recognition and promotional material, network status and procedure for admission supplied by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. at prominent location preferably at the reception and admission counter. The Provider shall inform the officers manning the reception and admission counter regarding the procedure of admission and identity cards or authorization letters. It is agreed between the parties that this will be at the discretion of the Provider and there is no obligation on the Provider to do so. In the event of the Provider bonafide believing that the identity card or the authorization letter is not genuine then in that event the Provider shall contact PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED.& address the same.

3.3.

ARTICLE 4: PROVIDER SERVICES ADMISSION PROCEDURE. A. Outpatient Services. Subject to the amount and the required services mentioned in the authorization letter or in a letter accompanying the identity card the following services shall be rendered by the Provider as Outpatient services: 1.Health Checkup 2.OPD Investigation , etc.

4.1.

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B.

Inpatient Services - Planned Admission. Accurate and complete request for the Authorization Letter to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. shall be made by the patient in accordance with the hospital or by the hospital itself and it should be signed by the treating Doctor and also carry the stamp of hospital. The Provider shall facilitate such a request signed by the patient by providing details in the prescribed format as per Annexure A. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. will issue an authorization letter after the receipt of intimation and the necessary medical details and after they have ascertained the eligibility of coverage and issued the authorization. In case the ailment is not covered or given medical data is not sufficient for the medical team of PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to confirm the eligibility, PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. will not issue authority letter, (the guarantee of payment) which shall be informed through the provider to the patient. The Provider will have to follow its normal practice in such case, and PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. must inform in writing to the Provider about the same at the earliest. The format of authorization letter and denial letter are as per Annexure B and C. Denial of authorization/guarantee of payment in no way means denial of treatment; the Provider may in such cases deal as per its normal rules and regulations. Authorization letter will mention the amount, guaranteed class of admission, eligibility of the patient or various sub limits for rooms and board, surgical fees etc. wherever applicable, as per the benefit plan for the patient. The Authorization letter will also mention Validity of dates for admission and number of days allowed for hospitalization. The Provider must see that these rules are strictly followed. Or else the AL will be considered null and void. In the event the room is not available the same will be informed to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. and the patient. For such cases if the patient is admitted to a class of accommodation higher than what he is eligible for, the provider shall collect the necessary difference in charges from the patient himself. The authorization letter issued is only for the necessary treatment cost of the ailment covered and mentioned in authorization letter. Payment towards the cost of non-covered items like telephone usage, relatives food, etc. must be collected directly from the patient; Any expenses incurred at the request of the patient but not forming a necessary part of the medical management, the payment towards the cost thereof must be collected from the patient subject to the understanding as per clause 2.9 of article 2. The authorization letter normally mentions the amount, which is mentioned in the request for hospitalization with the sum available. Therefore in event of cost of treatment going above guaranteed amount, the Provider may check the availability of further limit with PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. and inform the patient so that the payment can be collected separately from the patient where applicable. In the event of any complications during the medical management or any deviation in the clinical diagnosis this must be communicated and confirmed with PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. without any further delay. The agreement is subject to the detailed schedule of fees mutually agreed upon by Paramount Health and the provider, which may be revised by mutual consent after 12 months or on upgradation of the hospital.

4.2.

4.3.

4.4.

4.5. 4.6. 4.7.

4.8.

4.9.

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4.10.

Primary responsibility of obtaining authorization letter would be of the Patient. All the requests for authorization should be stamped and authenticated by the Provider. In case the sum available is considerably less than the estimated treatment cost, the Provider should follow their normal norms of deposit/ running bills etc. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED...upon receipt of the bills and document would release the guaranteed amount. Whenever request is made for additional Authorization, decision should be communicated by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. preferably within 8 hours. Provider shall request PHS for additional preauthorization not less than 12 hours before discharge PHS shall not be liable to entertain an additional preauthorization request addressed at time of discharge. Emergency Admission. In case of a vehicular accident, if the victim is the Driver and is under the influence of alcohol or inebriating drugs, (if detected or suspected), the Provider will inform the same to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED.. In case of other emergencies the Patient/ attendant of the patient should call up PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED for guarantee of payment. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. may continue to discuss with the treating doctor till conclusion of eligibility of coverage is arrived at. The Provider meanwhile may consider treating him as per its norms. The Provider will offer whatever assistance is feasible at that time to keep the patient or the relatives to get in touch with PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to procure an Authority Letter for guarantee of payment.

4.11.

4.12.

4.13. C. 4.14

4.15

4.16 Discharge Planning: If authorization letter is issued after ascertaining the coverage, the Provider should refund the amount received if any from the patient barring an amount to take care of noncovered expenses. In case the patient was admitted in critical care unit, once stabilized the patient must be transferred to the room, which he/she is eligible for as per his/her health plan, which would be mentioned in authorization letter. ARTICLE 5 : FEE SCHEDULE.

5.1 The Provider will submit their fee schedule on enrolment. The Provider if already on the
network will continue as per the rates accepted on date and will have to inform PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED .in case of any changes. fee schedules may be adjusted every 12 months but not greater than general inflation. New services or new procedures must be discussed and rates agreed upon prior to providing services. 5.2 Any revision in the schedule of tariff has to be by mutual consent only, otherwise the payment will be effected as per the agreed schedule of tariff in the MOU. 5.3 Any revision in schedule of tariff is effective only from the date of approval of the revised schedule of tariff by PHS in writing ARTICLE 6 : DUTIES/ CHECKLIST FOR PROVIDER AT THE TIME OF DISCHARGE OF THE PATIENT.

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6.1.

Original discharge card, original investigation reports, all original prescription and pharmacy receipt etc. must not be given to the patient. These are to be signed by the patient and forwarded to billing department or retained by the Hospital who will compile the same and forward along with the bill to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. In case of the patient requiring the discharge card/ reports he/she can be asked to take the photocopies of the same at his/her own expenses before the same are sent to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. The discharge card/ summary must mention the duration of ailment and duration of other relevant disorders like hypertension or diabetes (if informed / detected) as well as operative notes in case of surgeries. The clinical detail should be sufficiently informative. Signature of the patient and in case of his /her death or his/her inability to sign by next of his/her kin on the final hospital bill including doctor daily visit charges, surgical fees etc., must be obtained. Claim form to be signed by the patient or legal representative in case of his/her death or his / her inability to sign. The claim form can be downloaded from the Website.

6.2.

6.3.

6.4.

6.5.

ARTICLE 7 : BILLING PROCEDURE. 7.1 Final bill should be submitted within 5 working days from the date of discharge of the patient, to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. In case there are any deficiencies in the documents submitted by the Provider it should be intimated to the Provider in writing within 10 working days from the date of receipt of the documents by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED.. The bills must be as per the schedule of fees applicable at the time of admission of the patient. Personal usage expenses like telephone; TV etc. shall be recovered from the patient by the Provider. Any non-covered treatment/ investigation cost must be recovered from the patient. The final bill for onward submission to PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED .for immediate payment must contain the following: Copy of the patients ID card with legible ID number, when available; 7.4.2 Copy of authorization letter, authenticated Indoor case papers and signature of the patient on the summary bill; 7.4.3 Original final bill with detailed break up of miscellaneous, consumable and other charges; 7.4.4 Original and complete discharge card mentioning duration of ailment and duration of other relevant disorders like hypertension or diabetes if informed / detected; 7.4.5 Original investigation reports with corresponding prescription/ request; 7.4.6 Pharmacy bill for supplies by the Provider with corresponding request; 7.4.7 Status of deposit paid if any by the patient; 7.4.8 Claim form duly signed by the patient or legal representative in case of his/her death or his / her inability to sign. The claim form can be downloaded from the Website. 7.4.9 Any other related documents to be intimated in advance by PARAMOUNT HEALTH SERVICES PVT LIMITED. 7.4.10 Stickers of implant used eg. lens in cataract surgery 1)Tax Deduction at source (TDS):Income tax would be deducted U/s 194J at applicable rate as per Income Tax Act, 1961 from the Bill amount and deposited with Govt. At the year 7.4.1

7.2 7.3 7.4

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end, TDS Certificate will be issued for such deduction of TDS amount. ARTICLE 8 : PAYMENT TERMS AND CONDITIONS. 8.1 Subject to clause 7.1 PHS hereby agrees and undertakes to pay all the eligible bills within 30 working days of the receipt of the complete claim docket along with the bill at PHS office along with all the documents mentioned in clauses 7.4

8.2 In case certain billed items do not tally with the corresponding reports; the related bill amount will be held back from payment of the final bill, which means PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. shall make part payment of the total billed amount to the Provider for which PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED .is satisfied that the same is payable under the Bill. Due reason for such deductions, if any, will be given at the time of settlement of bills by PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. to the Provider. Clarification by the Provider may be sent within 30 days of receiving the part payment as afore stated to receive the remaining payment if the Provider wishes to collect the balance amount.

8.3 Payment will be done by and at par payable cheque/ Demand Drafts. Insurance companies
contracted with Paramount Health Services (TPA) Private Limited may pay hospital directly should this be required by the insurance company. 8.4.1 If Provider fails to fulfill the deficiency raised by PHS within a period of 7 working days from the date on which such deficiency is raised, a) In case where the deficiency does not pertain to the admissibility of the claim, the claim shall be short paid mentioning the reasons. b) In case where the deficiency pertains to the admissibility of the claim, the claim shall be closed mentioning the reasons. In case the claim file along with the relevant & complete set of documents is not forwarded to Paramount Health Services (TPA) Private Limited within the prescribed period stipulated in Article:7.1. Paramount Health Services (TPA) Private Limited will not be liable for making payment against such claims for delayed submission of claims files. The Provider shall submit its queries regarding payment to PHS within 15 working days from the date of payment or the date of closure as the case may be. Acceptance and encashment by the Provider would be construed as due receipt if a Provider omits to send a stamped receipt for the payment received immediately on receipt of the cheque.

8.4.2

8.5 8.6

ARTICLE 9 : LIMITATIONS OF LIABILITY AND INDEMNITY.

9.1.

PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. will not interfere with the treatment and medical care provided to the patients. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED...will not be in any way held responsible for the outcome of treatment or quality of care provided by the Provider. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. .shall not be liable or responsible for any acts of omission or commission of the Doctors and other medical staff of the Provider. The Provider shall alone be liable to pay any costs, damages and/or compensation demanded by the patients for poor, wrong or bad quality of the test report or treatment given to the patient by the Provider. Billing disputes will be resolved amicably between the Provider and PHS. If the said disputes are not resolved amicably then the same will be forwarded to Insurers/payers

9.2.

9.3.

9.4

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ARTICLE 10: CONFIDENTIALITY. The parties hereto undertake to protect the secrecy of all the data of Provider/ PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED/ the patient and trade or business secrets of the Provider/ PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED. and shall not share the same with any unauthorized person for any reason whatsoever with or without any consideration. Provided always in case of any legal action which may filed by a patient and/or his/her relatives against the Provider or its doctors it will be open for the Provider to submit all the documents to the concerned Court/Tribunal.

ARTICLE 11 : TERMINATION. 11.1 PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED/ the Provider shall reserve the right to terminate the agreement by giving 30 days prior notice in writing. However, in case of gross breach of terms and conditions of this MOU by the provider, PHS shall reserve the right to terminate the MOU with immediate effect. Gross breach would include interalia acts such as: a) Failure to perform any material obligation under this Agreement, by the Provider. b) The failure to maintain any license, certification or accreditation required to conduct business or perform under this Agreement c) if Provider is declared bankrupt or insolvent, approves a petition seeking reorganization of the party or appoints a receiver, trustee, or liquidator for all or a substantial part of the partys assets d) if there is a change in the controlling interest of either party which affects its financial ability or performance under this Agreement. e) If any claim is/are in any respect fraudulent, or if any fraudulent means or devices are used by the Provider or anyone acting on his behalf to obtain any benefit under this MOU. The above list is only illustrative and not exhaustive. 11.2 In the event this agreement is terminated and a Beneficiary remains under care at the Provider on or after the effective date of such termination, Provider shall be obliged to continue the provision of Health Services to that Beneficiary as per the actual agreement, until he or she is discharged. The Provider agrees not to bill Beneficiary for services if authorized by PHS, and hold the Beneficiary Person only financially responsible for non-authorized expenses. PHS shall render payment in accordance with the issued Authorization Letter and in the amounts established by this Agreement. PHS will provide administrative services as described in this Agreement for any claims that were incurred prior to the termination of this Agreement, so long as authorization and coverage under the benefit plan exist.

11.3

ARTICLE 12 : NON-EXCLUSIVITY. PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED...reserves the right to appoint other Providers and the Provider shall have no objection for the same.. ARTICLE 13 : JURISDICTION. 13.1. Any disputes, claims arising out of this Agreement are subject to Arbitration and jurisdiction exclusively of Mumbai Courts. Any dispute and differences arising between the parties shall be adjudicated and resolved by an Sole Arbitrator appointed by Paramount Health Services (TPA) Private Limited as per the provisions of the Arbitration and Conciliation Act, 1996 and amendments thereof.

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13.2.

Any amendments in the clauses of the Agreement can be effected as an addendum, after the written approval from both the parties.

ARTICLE 14 : COMMENCEMENT. The Effective Date of this Agreement is the date of signature by both Parties (if signed by the parties on separate dates, the latter of the two) and shall remain in full force and effect for 12 full months after the Date of Signing and shall automatically renew for a subsequent additional one year term, unless terminated as provided for in Clause 11

ARTICLE 15:GENERAL CONDITIONS 15.1 PHS and the Provider are independent contractors and nothing in this Agreement or otherwise shall be construed or deemed to create any other relationship, including one of employment, agency, or joint venture. Nor shall this agreement establish any rights against PHS in favor of any third parties or any persons that are not party to this Agreement. Neither party shall be liable for any failure or delay in performance under this Agreement to the extent said failures or delays are proximately due to causes beyond that party's reasonable control and occurring without its fault or negligence, including, but not limited to: natural disaster (earthquake, hurricane, flood); war, riot or other major upheaval; performance failures of external parties to the Agreement (e.g., disruptions in telephone service attributable to the telephone company). As a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice of the occurrence. Dates by which performance obligations are scheduled to be met will be extended as agreed between the parties. During the term of this Agreement the Provider authorizes PHS to make reference to the Provider and its affiliated providers as part of PHS Provider Network to the Beneficiaries. Provider, provider affiliates, and PHS shall not otherwise use the other Partys name, symbol or service mark without prior written consent, which shall not unreasonably be with held. All notices from one party to the other party pursuant to this Agreement shall be in writing and shall be delivered either personally, by nationally recognized overnight delivery service, courier services, or by certified or registered mail return receipt requested to the following addresses: Paramount Health Services (TPA) Private Limited 54-A Elite Auto House, M. Vasanji Road, Off. Andheri Kurla Road, Andhri (East) Mumbai-400093 and

15.2

15.3

15.4

_ __________________________________ Hospital/ Nursing Home Address:

_____________________________________________________________________________. The date of receipt and effective date of the notice will be determined as follows: a) The date on the signed receipt if delivered personally, by overnight service, or courier. b) The date indicated on the return receipt if delivered by registered or certified mail.

15.5 Nothing contained in this Agreement is intended to create, nor shall it be construed to create, a relationship between the parties other than that of independent parties contracting with each other solely for the purpose of effectuating the provisions of this Agreement. 15.6 PHS and the Provider are independent contractors and nothing in this Agreement or otherwise is intend to create, nor shall it be construed to create any other relationship, including one of employment,

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agency, or joint venture. Nor shall this agreement establish any rights against PHS in favor of any third parties or any persons that are not party to this Agreement.

ARTICLE 16 : SUPERSESSION. It is agreed between the parties that by execution of this agreement all the prior correspondence, negotiations, minutes, MOU, Agreement and other documents shall be superseded. The terms of this agreement shall supersede all the terms and conditions of the earlier agreement executed between the parties.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their hands and seal the day and the year first hereinabove written. SIGNED SEALED AND DELIVERED by the within named PARAMOUNT HEALTH SERVICES (TPA) PRIVATE LIMITED by the hand of its duly Constituted Attorney Through in the presence of __________________________________ __________________________________

SIGNED SEALED AND DELIVERED by the within named Provider _____________________________________________ by the hand of its duly Constituted Attorney Through in the presence of __________________________________ __________________________________

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