Apollo Hospitals Enterprise Limited, India Page 1

THE UNIQUE HOSPITAL, BANGLADESH –

BRAND, OPERATIONS AND MANAGEMENT

APOLLO HOSPITALS GROUP

Apollo Hospitals Enterprise Limited

Apollo Hospitals Enterprise Limited, India Page 2

 HOSPITAL BRAND, OPERATIONS & MANAGEMENT AGREEMENT

This Hospital Brand, Operation & Management agreement hereinafter to as

“HBOM”

BY AND BETWEEN
The Unique Group (UG) registered in Bangladesh under ………………………………………………………..
having its head office/ corporate office at …………………………………………………….. represented by the
MD/CEO, which expression shall include its successor is referred as ……….. 1 st Party

AND

Apollo Hospitals Enterprise Ltd and enterprise of Apollo Hospital Groups having registered under
……………….. Act in India having its corporate/ head office represented by CEO/ MD is referred as
………………………………………………………………………………………………………….. 2nd Party

BACKGROUND
The Unique Group (the “UG”) is a diversified leading business conglomerate in Bangladesh. UG intends
to design, develop, construct and operate an International Standards Super-Specialty Tertiary Hospital
on a Health Center campus in the Gulshan 2 area of Dhaka, Bangladesh, with an estimated capacity of
600 beds. The hospital is expected to be a centre of excellence for multidisciplinary specialized health
care like Onco Sciences, Cardiac Sciences, Orthopaedics, Neuro Sciences, Renal Science, Paediatrics
and ObGyn, General Surgery and other specialities,specialties including high end diagnostics, Radilogy
& imaging and , nuclear medicine and other modern & advanced health care facilities..

The Group also has larger plans for healthcare services to be provided as a part of its healthcare vertical.

The Apollo Hospitals Enterprise Ltd is one of the The Apollo Hospitals Group which is a global branded
hospital chain
After considerable discussions, both the parties have agreed to enter in to an Agreement to operate the proposed hospital to be ewstbished and
owned by the 1st Party under the Branding of 2nd partu under the following Terms and Conditions:

Apollo Hospitals Enterprise Limited, India Page 2

 1. BRAND, OPERATIONS & MANAGEMENT
The 2nd Party, Apollo’s rols & responsibilities subject to the written consent of the 1st Party e is guided by its
commitment to

1.1.a. Ensure that the skill-sets of key clinical and managerial team members are amongst the best
1.1b Achieve and maintain accreditation status and international standards
1.1c Develop a sustainable competitive advantage for the proposed hospital to ensure high
levels of quality, customer service and competitiveness.

1.1 d Apollo promotes excellence in Improving Safety & Quality, Advancing Medicine, and Managing
performance and providing greater patient access to superior care.

1.1.e Apollo may source both from its own network and the industry at large for engaging suitably
skilled senior management team. The day to day operations, clinical excellence and commercial aspects
of the hospital would be overseen this senior management team. Apollo will also provide inputs to the
senior management team as required from time to time to enable the smooth day to day functioning of
the Hospital. Apollo shall advise the team on the development of new clinical programs, developing a
positive and productive culture, delivering quality patient care, recruitment and retention, implementing
clinical procedures and policies, patient satisfaction measures and initiatives related to patient safety.
The senior management team are responsible for the clinical excellence of the proposed hospital. All
expenses in relation to such a senior management team is borne by the client. The scope of the services
during Operations Management subject to agreed upon by both the is provided below:

A. Service Delivery
Apollo implements the “Apollo Clinical Excellence Model” to meet the standards set for all the patient
care departments. Apollo also provide technical know-how on continuous basis during the operating
term of the agreement in order to maintain hospital excellence and service levels.

B. Standard Operating Protocols (SOP’s)

Apollo assist in the preparation of the Standard Operating Protocols for the various specialties in the
hospital and guide them in its implementation. The following SOP’s are developed and implemented
typically for the following and specifically identified functions.

Apollo Hospitals Enterprise Limited, India Page 3

  Emergency Management Services
 Reception and Registration, including help desk(s)
 Outpatient services
 Inpatient Services
 Laboratory services
 Radilogy & Imaging services
 Operation theatre protocols
 Radiology and Imaging services
 Medical/Nursing services
 Guest Relations services
 Rehabilitation and Physiotherapy
 Information Technology services
 Billing services
 Pharmacy services
 Engineering services (facility and biomedical)
 Marketing services including prevention awareness
 Human Resources/ People Management Services
 Other relevant services

Apollo renders professional marketing advice in connection with the marketing, advertising, and
publicity, promotion of the Hospital in the national and international markets through its widespread
network. The professional marketing advice includes development of marketing strategies, plans and
budgets, benefits of association with the image and goodwill of Apollo, goodwill and related benefits in
terms of production, media and other advertising costs as may accrue to a large buyer, exposure and
publicity of the hospital through the usage of other Apollo branded hospitals, third party word-of-mouth
testimonial from widely spread customer base, business associates and employees of Apollo.

C. Clinical Program Design

In health care delivery organizations, the clinical program plan is at the heart of decision-making about
every critical aspect of a hospital, from the design of facilities to the required technologies and
professional staff. Apollo assists on clinical program planning by tapping into its deep bench strengths
across the full continuum of clinical care, with active practitioners who can provide input on best
practice, innovations in care, and trends in their respective specialties.

Apollo shares best practices in clinical care and assist the development of safe and effective workflow
protocols. Apollo also assists in designing medical programs—based on demographics of target
populations, internal capabilities and other specialties, the health care environment and the overall
strategy of the organization. Apollo will:

 Identify niche clinical service lines to fill unmet market demand

 Assist introduce multidisciplinary care approaches in patient care services geared to cross-
departmental collaboration
 Provide insights on optimizing use of resources, staff, and materials to increase effective
 capacity, improve care delivery, and promote patient satisfaction
 Establish progressive & Dynamic different clinical package and no-package costing & charges.

Clinical Governance- Based on the organizational structure and culture, Apollo assists with
organizational planning, including reporting relationships and doctor decision-making processes. Apollo
reviews manpower needs, develop job descriptions and assist in establishing selection criteria including
& succession planning. Establish a competitive and progressive compensation package.
D. Safety and Quality Initiatives

Medical errors are a problem for health care institutions around the world. By implementing change
within the systems under which people work, an organization can reduce the risk of errors. Apollo
assists hospital’s CEO and Senior Management team in helping build consensus among nurses, doctors
and administrators to secure patient safety. Apollo also provides a range of tools to create a safer
environment for the patient and assist in reaching high standards in quality and patient safety.

Apollo facilitates supporting interdisciplinary teams of nurses, doctors and managers in gathering data,
testing inventions, evaluating changes and recommending and implementing best practices. Apollo will
also offer customized training programs including lectures, workshops and train-the-trainer sessions that
focus on practical aspects of quality and turn rhetoric into practice. The topics of these programs may
include Quality (developing the business case for quality and measure success), Safety (ways to define
safety, assess safety status of institution and improve it), Medication delivery systems (how to make
them safer and more effective, Leadership – how to facilitate innovative approaches), Unit-based teams
(encouraging and managing multidisciplinary teams), and Metric development (developing effective
measurements and collecting data).

Controlling the spread of infection has frustrated many of the best minds in health care. Not only is
infection a prime culprit in the fight against poor outcomes in patient care, it can cause millions of
unnecessary expenses due to extended lengths of stay and resource utilization. Apollo experts will bring
experience to share—namely tracking, measuring and analyzing incidences of infection. Apollo will also
train hospital’s dedicated clinical teams help interpret these findings, helping them to institute
improved, evidence-based practices critical to the success of any investigative project.

 Reporting on Key Performance Indicators (KPIs)

Apollo assists with putting processes into place to enable measurement of KPIs. Apollo works
with the CEO and Senior Management Team on developing a comprehensive and standard set of
quality measures to enable valid comparisons of quality performance with respect to the
Hospital. Once finalized these standards and measures will be the common framework for
assessing quality assurance in healthcare facilities of a similar scale and nature in comparable
jurisdictions. The reporting on the KPIs may be done on a monthly basis by the associated
hospital. The data is analyzed within the hospital team as well as shared with the Apollo for
review and recommendations.

o Performance improvement and patient safety systems

o Occupational health and safety
o Assist in international/national Accreditation
E. The Apollo Standards of Clinical Care

Apollo Standards of Clinical Care (TASCC) embody sets of process requirements and sets of outcome
measures that underlie the Apollo Hospitals approach to clinical care. Apollo assists the Hospital in
implementing these TASCC. Apollo would monitor the clinical performance of the hospital through
its proprietary methodology such as ACE@25 and suggest ways of improvement maintaining and
applying rules, regulations, orders, acts issued and tobe issued time to time by the Government of
Bangladesh/ Director General of Health and/or other agencies/ authorities..

F. Manpower Competency Mapping

Clinical programs, cutting-edge technologies, well-planned IT systems and a forward-thinking

corporate vision must be supported by a talented human resources department.

Apollo assists the hospital’s Senior Management team help structure sound recruitment and
retention policies without getting mired in a sea of paperwork and inefficiency. Recruiting the best
people must be balanced with adequate training and performance incentives.

Manpower planning and the competency mapping is usually done on a continuous basis. Based on
the same, skill development and training schedules could be drawn. Replacements if any also will be
planned for and provided to ensure continuity of services.

G. Revenue Management

 Enumerate various tariff nomenclatures in alignment with the facilities and services in the
hospital.
 Price the various tests and procedures in line with local, regional and international practices
 Periodic review and adjustment of the tariff schedule to ensure competitive and optimal tariffs
are in place
 Assist in developing service packages and tariff models for targeted patient groups; corporate
groups and insurance firms
 Based on its international experience, Apollo shall provide strategic input for the following areas

o Capital budgeting
o Department wise budgeting
o Development of cost and profit centers
o Materials budget
o Marketing and Advertising budget
o HR budget
o Cash budget
o Other necessary budgets and financial prection/ Reports and RoI.

H. Nursing Management
Apollo has committed significant time, training and resources to improving the communication
patterns and teamwork between physicians and nursing staff. This has resulted in improved patient
safety and outcomes, increased patient satisfaction and fewer medical errors.
 Our nursing leaders are accomplished in assessing, recommending and training in the global
arena. Apollo works in collaboration with hospital’s CEO and Senior Management Team to target
pressing needs, review organizational structure and reporting documentation, and develop training
standards. Apollo also set the groundwork for developing nursing teams and help team members
emerge as leaders.

I. Materials Management

A significant amount of equipment, materials and consumables need to be imported / locally

procuredand a strategy needs to be formulated to ensure a seamless supply of materials and
consumables for providing continuous medical care. Material management would form an
important tool to contain costs and be able to provide services at competitive prices.

Apollo utilizes its Group’s purchasing capabilities to ensure that the best possible prices are available
for the hospital. This is subject to the governing laws in the project countries. As part of the
management contract, Apollo shall-

 Develop procurement policies

 Develop inventory and Pharmacy management & norms
 Set consumption standards, par-levels, and identify variance reporting needs
 Develop reporting systems for monitoring prices and usage variances
 Develop interface for foreign exchange exposure monitoring
 Development of a broad vendor base and ensure dependencies are not developed
 Hazardous material management
 Pharmacy management: storage, distribution, formulary, recall policy, local regulations &
reporting, as may be required

J. Medical Audit

Medical /quality audit are done on a periodic basis and will encompass review of functioning of
various medical committees and ethics committees to ensure highest level of clinical governance.
A minimum of one audit will be done annually. The team would guide the Hospital to overcome the
gaps and set the systems to provide quality medical care in the following areas:

 Medical documentation
 Patient rights and education
 Hospital infection control
 Quality improvement
 MIS
 Management of medication
 Facility management services
 Human resource management
 The team assesses the above-mentioned processes and do the gap analysis and propose
the systems (knowledge sharing) to be adopted.

K. Clinical Management Review

Development of clinical performance improvement and monitoring templates. This includes creation
of various clinical management committees to oversee multiple aspects of clinical management.
Apollo provides review structure and latest clinical practices benchmarking and knowledge share to
ensure clinical quality of highest standard in the facilities.

L. Reporting Standards

Development of reporting standards to the various stakeholders such as Promoter Board, Apollo
Board, Advisory Committee and such other top management members, committees on a need
based methodology.

M. Monthly/ Periodically MIS Review

Representatives of Apollo and the Hospital may meet monthly, or more frequently if deemed
necessary, with the CEO to consult, review and evaluate the Hospital’s Operations, administrative
activities and performance in order to provide directions and to make recommendations for the
overall management of the Hospital. Additionally, representatives of Apollo would be available to
meet with board and/or other representatives of the hospital to review hospital activities.

N. Technology Up-gradation

Apollo provides ongoing assistance in technology up gradation on a need basis

O. Technology (IT) and Tele-Medicine planning services

Apollo’s Technology team provides the following services related to the deployment of IT solutions.
Apollo’s team could be involved in guiding:

 Requirement specifications for (SRS documentation) for software

 Hardware and networking requirements
 Implementation strategy and timelines
 Guidance in selection and procurement of hardware, software and networking vendor
 Evaluation of vendor service level agreements and licensing agreements
 2.00 COMMERCIAL TERMS

2.01 1st Party Unique Group will be the owner of proposed Unique Hospital, Dhaka (the “UH”): Brand,
Operation & Management Services Contract

2.02 In fulfilmentfulfillment of the Brand, O&M Services for a duration of 10 years, UH will pay Apollo the
following fees: 5 years and on mutual understanding

2.02 a : Brand LicenceLicense

Activity Fees/Charges
 UH will be operated under the Apollo brand
(A limited, non-exclusive, non-transferable, non-sub-
licensable and conditional License to the “Brand & USD 1,000,000/- per annum
Mark” in connection to the operations of UH;
Apollo’s brand guidelines to be followed) (Payable yearly in

 5 years lock-in period, irrespective of the O&M Term advance)To be negotiated.

2.02 b Operation and

Management
Activity Fees/Charges

 Ensure that the skill-sets of key clinical and

managerial team members are amongst the best (a) Fixed Fee: USD 1,200,000/- per
annum (Payable quarterly in
 Achieve and maintain accreditation status and
advance)
international standards
 Develop a sustainable competitive advantage for the Plus (+)
proposed hospital to ensure high levels of quality,
customer service and competitiveness (b) Variable Fee: 2% of Annual Gross
 Apollo to have an Advisory or Board representation RevenueTo be negotiated
of a seat without voting or executive rights.

Apollo shall also be willing to advise UH over its expansion strategy and branding strategy, including
but not limited to feasibility studies and technical consultancy services for the upcoming projects. A
separate commercial proposal will be shared with the UG upon request. – to be clarified

Exclusions to the above commercials terms:

 Exclusive of Taxes as applicable in Bangladesh. ( to be clarified & nego/tiated.
 Cost of business class / economy class travel, accommodation and other expenses incurred to visit
the client place and other countries for the purpose of the project shall be borne by UH (Business
class for GM’s and above, economy class for others)
 Recruitment & Training costs, cost of travel, accommodation and other expenses for the personnel
visiting, for the purpose of training or any other purpose, if any, shall be billed separately
  Any other services not covered under the scope, amounts incurred shall be charged at actual /
paid directly to the vendors =-- To be cleared & negotiated
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Following clauses to be included:

1. Joint implementation committee headed by UG

2. Termination Clause

3. Arbitration

4. Conflict Resolution

5. Governing law of this Agreement (should be Bangladesh Law)

6. Penalty clause for non fulfilment by the 2nd party

7. Signature of both the parti.es.

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