Hmg Ama Contract Nov 2009 _12%

AMA CODE: A2009/

APPOINTED MARKETING ASSOCIATE AGREEMENT THIS AGREEMENT is made and entered into on the ________________ (dd/mm/yyyy) between:

(1)

Vista Medicare Pte Ltd, a company duly incorporated in Singapore and having its registered office at 2 Leng Kee Road #06-07 Thye Hong Centre, Singapore 159086, hereinafter referred to as “the Company”. And

(2)

____________________________________________________________ (Name), having its address at _________________________________________________________ (Address) (hereinafter called and referred to as “Appointed Marketing Associate” or “AMA”) WHEREAS the Company is desirous of appointing the AMA in _________________ (COUNTRY) and the AMA has agreed to be so appointed on the terms and conditions set out below. NOW IT IS AGREED as follows: 1.

Duties

a) During the continuance of the Agreement, the AMA shall market the Company’s medical and related services to potential patients in ________________________________ (COUNTRY) and shall introduce such patients to the Company for outpatient medical treatment, health screens, other medical services and other services provided by the Company from time to time. b) The AMA shall devote such time and attention as shall be required for the proper performance of its duties hereunder and in all respects conform to and comply with the policies and regulations of the Company. 2.

Remuneration

a) The AMA shall be entitled to an administrative fee for any case referred to the Company and the said percentage is subject to review and may be amended / adjusted at the Company’s sole discretion. Every translated case Professional fees incurred by patient at list price

Administrative Fee 12% of professional fees

(not applicable for services on discounted or promotional rates).

(i) For the avoidance of doubt, professional fees shall consist strictly of consultation fees, procedural fees as well as surgeon fees only, and shall not include Goods and Services Tax imposed by the Singapore Government.

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b) Incentive payments due in any month shall be paid one month after they accrue. A payment in respect of a patient shall be made to the Liaison/Representative, on or before the last working day of the following month from the date of such patient’s discharge, subject to paragraph 2f below. c) Incentive payments due in any month shall be paid by Telegraphic Transfer to the AMA’s bank account. Cost of the TT transaction will be borne by AMA. Bank Name Bank Branch Name Account Holder Name Account Number Bank Code Branch Code Swift Code Mailing Address

d) Payment, at the request of the AMA, other than Singapore Dollars will be remitted to the AMA using the exchange rate prevailing on the day of remittance. e) The AMA acknowledges and confirms that he has no right, entitlement, benefit or claims to any other payment incentive or otherwise save that as set out in Clauses 2. f) 3.

All payment will be made to the AMA only after full settlement of bills by the patient.

Taxation The AMA shall be responsible for meeting the burden of any taxation that may be levied on all payments paid to it hereunder.

4.

Term of Agreement a) The term of this Agreement shall commence on _____________________ (dd/mm/yyyy).

b) This Agreement is not intended to create a principal and agent or an employer and employee relationship between AMA and the Company. 5.

Termination a)

Either party may terminate this Agreement by giving to the other party one (1)

calendar month notice in writing.

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b)

Provided always that either party may terminate this Agreement, dispensing with

the requirement of advance notice, if at any time the other party: (i)

is in breach of this Agreement;

(ii)

is guilty of any grave misconduct or willful neglect in the discharge of its duties hereunder;

(iii)

becomes insolvent, bankrupt or makes any arrangement or composition with its creditors;

(iv)

has provided false or untrue information, which the other party considers to be the material reason for entering into this Agreement, unless that information is true at the time of disclosure, to the best knowledge of the party disclosing such information

c) Where there is a termination under this Clause or at the end of the term of Agreement, the parties shall settle the dues to each other within one (1) calendar month either from the date on which the termination is effective or when the Agreement expires. 6.

Confidentiality Subject to any applicable legal or other regulatory obligations, the parties shall maintain strict confidentiality of the terms of this Agreement and all matters connected thereof, unless otherwise agreed to by the parties hereto in writing. The obligation contained in this clause shall remain a continuing obligation even after the termination of this Agreement.

7.

Notice Any notice required hereunder or by Law and/or any other rules or statutory regulations [to be served upon either of the parties hereto], shall be sufficiently served if sent by fascimile or registered post to the address of the parties as set out in this Agreement and/or such other address subsequently designated by the parties. [Provided that a notice of termination of this Agreement shall be served by courier or messenger service only].

8.

No Alteration Save as specifically provided herein, this Agreement shall not be altered, changed or amended except by written instrument signed by the parties hereto.

10.

Governing Law

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This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of Singapore. 11.

Non-assignability The parties hereto shall not assign this Agreement or any of the duties or obligations herein contained without the written express consent of the other party.

12.

Arbitration a)

Any dispute or difference of whatever nature arising between the parties shall

be first settled by mutual negotiations and failing which shall be referred to Arbitration as a condition precedent to any legal proceedings, other than legal Proceedings which the parties may institute for the preservation and/or Vindication of their legal rights. b)

The arbitration shall be carried out in terms of the Laws of Arbitration in

Singapore and the Courts of Singapore shall have jurisdiction. All proceedings shall be held in English. IN WITNESS WHEREOF this Agreement has been entered into the day and year first above written. Signed by:

) Dr Wong Weng Hong ) Managing Director

) Jonathan Tan ) General Manager

Witnessed by:

) Syed Mashoor ) Assistant Manager

For and on behalf of Vista Medicare Pte Ltd Signed by:

Telephone:

) Appointed Medical Associate ) Name: ) Hand phone:

Email:

Marketing Kit: Specialist Clinic list, address and operating hours. AMA Name card with hp and CareLine: (65) 63976966

Brochures Doctors’

profiles

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Preparation before procedures guideline

Internal Circulation: • Finance

• Specialist Clinics

• Primary Healthcare

• CareLine

• Operations – HMG

• System & Info Technology

• Business Managers :-

Dental Division

-

Paediatric

-

Island Orthopaedic

-

NeuGlow Medical Aesthetics

-

Nobel

-

Neuglow Hair Centre

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