All documents, configurations, design, processes, technical specifications,

reports, data and materials developed and provided by AHEL in accordance with
the terms and conditions of this Agreement for the Hospital shall be exclusive
Intellectual Property of AHEL. In no case shall he G-10 acquire, or purport to
acquire, or claim to acquire for itself or on its behalf, such Intellectual Property.
Neither party shall use the intellectual property of the other party concerned in
any manner that would infringe the rights of the other Party on such intellectual
properties.


8. TERM & TERMINATION
8.1 TERM: This Agreement shall come into force the Effective Date and
shall continue to remain in the force till such time as neither party has any
material obligation owing to the other under this Agreement, provided the
Agreement in not terminated earlier in accordance with the provisions of Clause
8.2 hereunder.

This Agreement shall remain in force from a period of two years from the-
effective Date and may be renewed for such further periods as may mutually be
agreed upon in writing by the parties.

8.2 TERMINATION: Notwithstanding anything else mentioned elsewhere
in this Agreement and without prejudice to the provisions regarding
termination contained in this Agreement, this Agreement may be terminated in
accordance with and on the occurrence of the following provisions:
8.2.1 This Agreement may be terminated by mutual consent of the Parties
expressed in writing.
8.2.2 This Agreement may be terminated by AHEL, upon issue of thirty (30)
calendar day`s prior written notice of termination to the G-10, on the following
grounds:

a) Upon the commencement of winding up (voluntary or otherwise) of
the G-10 or on the appointment of a receiver of any of the assets of
the other Party;
b) Any assignment of this Agreement or any part thereof contrary to the
provisions of this Agreement;
c) The G-10 seeking any reorganization or other relief or arrangement
under any laws relating to insolvency;
d) Upon the G-10 committing a material breach of any of the terms of
this Agreement;
e) Non-payments of fees and any other dues by the G-10 to AHEL for
more than 30 (thirty) day`s;
f) Change in control of the G-10; or
g) Abandonment of the Hospital (in accordance with the provisions of
Clause 3.6 (c).
8.3 AHEL may also terminate this Agreement upon the breach of the terms
or representations hereof by the G-10. In the event of the G-10 committing
a breach of any of the terms of this Agreement, AHEL shall send written
notice it to rectify the breach within 30 (thirty) days of the receipt of the
notice. In the event the G-10 fails to rectify the breach within the 30 (thirty)
day period, AHEL shall be entitled to terminate this Agreement ipso facto
after the expiry of the 30 day on issuing appropriate notice to the G-10 of
the such termination and the termination shall be effective forthwith.

8.4 Notwithstanding anything contained in this Agreement, in the event
the G-10 fails to fulfil its obligations under this Agreement, AHEL shall be
entitled in its sole discretion to either extend the date within which the G-10
shall fulfil its obligations in accordance with the provisions of this Agreement
or forthwith terminate the Agreement.
In the event AHEL extends the date within which the G-10 fails to fulfil the
same within such extended period to forthwith terminate the Agreement
without any notice.

8.5 Notwithstanding anything else stated elsewhere in this Agreement, the
remedies provided herein are not exclusive- and are in addition to any all
other remedies available to either Party in law or in equity.

9. CONSEQUENCES OF TERMINATION

9.1 Immediately upon the expiration or termination of this Agreement, the
G-10 shall:
a. Pay all amounts due and owing to AHEL in accordance with Clause 6 of
this Agreement;
b. Immediately within a period of One (1) month return to AHEL all the
documents / materials provided by AHEL for the Hospital which are
Intellectual Properties of AHEL;
c. Without any delay immediately cease and refrain from using any
materials bearing `Apollo Intellectual Property. For avoidance of any
doubt, the Parties hereby agree that any Intellectual Property,
publicity, promotional material, marketing material and/ or stationary
that is not returned by the G-10, shall remain subject to the
confidentiality and secrecy obligations provided in Clause 12 of this
Agreement;
d. Demonstration its commitment to protect the Intellectual Property by
permitting AHEL and its personnel to inspect the Hospital without nay
hindrance whatsoever, to ensure that there is no violation of the
Intellectual Property.
e. Desist from employing any AHEL Personnel for a period of 3 years from
the date of expiration and termination, as the case may be.

9.2 In the event of termination of the Agreement on any of the grounds
provided in Clauses 8.2.2, 8.3, AND 8.4, AHEL shall be entitled to claim from
the G-10 as liquidated damages, an amount equal to 50% of all the sums
that would have been normally payable by the G-10 to AHEL under this
Agreement, had the Agreement not been terminated. Further, it is hereby
agreed between both Parties that such liquidated damages as calculated
above shall be construed as the genuine pre-estimate of the damage caused
to AHEL as a result of the termination of this Agreement by the Company.

9.3 The termination of this Agreement for any reason except force
majeure shall not relieve either Party hereto from any obligation, which at
the date of termination has already accrued to the other Party (whether or
not the amount of such liability has been computed) or which under the
terms hereof or by its nature is a continuing obligation.


10. FORCE MAJEURE

10.1 Under this Agreement, neither Party shall be liable to the other for
any failure to perform or any delay in the performance of any of its
obligations herein, where such failure or delay is caused by war, rebellion,
civil disturbance, earthquake, fire, flood, strike, lockout, labour unrest, acts
of public enemy, government action or such other cause as is beyond the
reasonable control of the defaulting or delaying party (Force Majeure).

10.2 Provided however that the Party who is unable to, or is delayed in,
performing any of its obligations for any reason mentioned in this clause,
shall give prompt notice of the same to the other Party.




COMMENTS ON THE OPERATION MANAGEMENT AGREEMEENT

G-10 CONSULTANTS - Kindly confirm the proper party to enter into this
agreement with AHEL
02-07-2014- Kindly expunge this date
PARTIES Kindly amend to reflect proper description of the first Party a
private limited liability company incorporated under the laws of the Federal
Republic