Professional Documents
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مقترح نموذج عقد خدمات طبية من مجموعة مستشفيات ميموريال
مقترح نموذج عقد خدمات طبية من مجموعة مستشفيات ميموريال
Company and ’’MEMORIAL are individually referred to as "Party" and collectively as the
"Parties”
WHEREAS, Company provides services to Clients, including, but not limited to medical services;
WHEREAS, subject to the terms and conditions of this Agreement, Company seeks to refer and
engage the services of the ’’MEMORIAL for the benefit of Company Clients.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this
agreement, the Parties hereby agree as follows:
4.3
In the case that any of the parties violate any of the Agreement provisions and fails
to provide remedy to such violation within reasonable time following the written
warning provided by the other party, the other party may terminate the Agreement
with justifiable reason to be valid as of the date of notification to be made via notary
public.
4.4
In case of incidents of forces majeures, such as war, state of siege, fire, flood,
earthquake, etc., the provisions of the Agreement will be suspended upon written
notification of any of the parties. However, in the case that such period is in excess
of 1 month, either party may terminate the Agreement
4.5
Either party may unilaterally terminate the Agreement any time and without any
compensation liability to come into force within 2 months following the delivery of
the written notification to be submitted to the other party via notary public, without
showing any reason.
4.6
The agreement will be terminated automatically in the case that the legal entity
quality of either of the parties is terminated, the legal entity undergoes a liquidation
process, or becomes bankrupt.
5. 5.1
ANTI- The parties may never execute, approve, or allow any act of the Parties and/or
CORRUPTION Parties' affiliates with regard to negotiation, issue, or execution of this Agreement
CLAUSE
that may lead to breach of any anti-corruption or anti-bribery law or regulations in
force. This liability is particularly applicable for payments in breach of the law,
including incentive payments made to government officials, representatives of
government agencies or partners, their families or close friends.
The parties accept and undertake that they will not offer, give monetary, or any
other inadequate gift or benefit to any employee, representative, or third party
acting on behalf of the other Party and accepts to refrain from doing such and not to
accept any inadequate gift or benefit from such persons; regarding the negotiation,
issue, or execution of this Agreement.
Each Party shall notify the other Party immediately about such case in the event
that it is aware of any corruption or has any doubt over corruption with regard to
the negotiation, issue, or execution of this Agreement.
6. PAYMENT 6.1
PROCESS
6.2
Special expenses that are not medically required and services that are additionally
requested by the Customer (patient) upon his/her own discretion; will be drowen
up by MEMORIAL with an additional invoice to the Customer (patient). In this
case, all payment will be made by the patient, MEMORIAL shall demand such
payment from the patient and shall only admit such patients who deposits 100% of
such fees to the Hospital in advance.
7. The parties shall keep any information acquired through the execution of the
CONFIDENTIALITY agreement or directly or indirectly from each other as trade secrets and shall never
disclose such information to third parties, except for legally authorized authorities,
without obtaining written approval from each other.
In particular, the names, policy numbers, contact details of the subscribers and any
information provided by relatives of the subscribers or acquired through execution of
the Services may not be disclosed to third parties by MEMORIAL and may not be
used or allowed to be used for purposes other than the execution of the Agreement.
The parties are liable to maintain the confidentiality of commercial-technical
information, marketing procedures and methods, miscellaneous information and
secrets pertaining to each other and acquired in the course of the execution of this
agreement and to never disclose such to third parties.
The parties are obliged to ensure that their managers, partners, employees,
assisting persons, and miscellaneous persons-institutions related to them abide by
the aforementioned commitments.
Both of the parties are obliged to compensate any direct-indirect material damages
of the party that have arisen/will arise from the failure to fulfill the commitments
concerning confidentiality.
Upon termination of the Agreement these clauses remain in force identically.
With this agreement, letters to be explicitly declared and undersigned by the parties
as an annex to the agreement constitute the entire agreement relationship between
the parties. This agreement may only be amended in writing as undersigned by the
Parties. In this respect, the execution of any of the provisions of this agreement in a
manner other than as set forth by the agreement does not constitute the right to
claim that the execution manner of the concerned provision that is set forth by the
parties in the agreement has been amended.
………. shall act in accordance with Law number 6698 Protection of Personal
Information and other legislation relating personal information for the patients
referred by itself within the scope of this Agreement or for other persons referred to
in other ways or for other persons for whom …….possesses such personal
information. ………. shall be liable for all claims and damages as a result of violation
of such rules and regulations as may be stated in the resolution of any relevant legal
institution or any court.
If the ….. demands the medical documents, MEMORIAL shall suplly these documents only on
the written and clear approvement of the patient. No information shall be provided in the
absence of clear approval of such patient.
8.
GENERAL
PROVISIONS
8.1
Transfer and Assign Prohibition. Neither of the parties may transfer their rights and
obligations arising from this Agreement and annexes thereof to real and/or legal
third parties and/or parties or assign its rights and receivables without written
consent of the other party. Insofar, …….may transfer the Agreement just to TPA
company or companies that it is or its partners are/will be in control of, with the
same provisions and terms or assign it rights or receivables to them.
8.2
Notifications: Any warnings and notifications to be made with regards to the
agreement shall be made return paid registered mail and to the addresses indicated
by the names/titles of the parties in the introduction of the Agreement unless any
address change is notified to the other party in advance. In order to render the
notifications or warnings with the purpose of putting the other Party in default or
terminating the Agreement or withdrawing from such to be applicable, they shall be
realized through a notary public or return-paid registered mail pursuant to Article
20/III of the Turkish Commercial Code. In the case of failure to make notification,
the provisions of Articles 21 and 35 of the Notification Law shall apply.
8.3
Correction and Amendment of the Agreement: No waiver, correction,
amendment, or supplementation with regards to the Agreement shall be valid unless
it is made in writing by the Parties on the date of undersigning the Agreement or
thereafter. The agreement may only be edited or amended by an additional written
Agreement concluded appropriately by the Parties.
8.4
Settlement of Disputes: The Courts and Execution Offices of Istanbul are
competent for the settlement of any disputes resulting from the interpretation
or execution of the agreement. This Agreement shall be governed by the laws
of Turkey
8.5
Expenses: Any kind of tax including the stamp duty arising from aspects such as
undersigning, issue, and certification of the agreement and expenses and liabilities
such as the notary public fee shall be covered between the parties equally.
9. Annex-1:
AGREEMENT Institution Current Price List
ANNEX(ES) Annex-2:
LIST Contact and Banking Information
Annex-3:
Terms and Conditions
Annex - 4 :
Payment Details
Annex-
MEMORIAL’S OFFICIAL DOCUMENTS
Annex-6:
SUPPLIER COMPANY’S OFFICIAL DOCUMENTS
This agreement issued as two original copies was undersigned with the free
will of the parties on ../../2020 each of the parties declare that it has
received one of the original copies.
STAMP-SIGNATURE
ANNEX-2:
CONTACT AND BANK INFORMATION FORM
Please indicate your address, phone, fax, e-mail, bank etc. details that we can use to contact you.
Date:
HEALTH INSTITUTION
İstanbul MEMORİAL SAĞLIK YATIRIMLARI A.Ş.
COMPANY OFFICIAL TITLE
(MEMORIAL)
REPUBLIC OF TURKEY ID
NO.
+………………
CELL PHONE NUMBERS
insurance@memorial.com.tr
E-MAIL ADDRESSES
STAMP-SIGNATURE
………
COMPANY OFFICIAL TITLE
TAX OFFICE - TAX NO. …………………………….
SUPPLIER COMPANY
OFFICIAL TITLE
REPUBLIC OF TURKEY ID
NO.
+………………
CELL PHONE NUMBERS
E-MAIL ADDRESSES
ANNEX-3:
Terms and Conditions
The following terms and conditions will apply between the ’’MEMORIAL” and …………………………
A. …………….. address at ………………….. (hereinafter) hereby confirms under this ANNEX that it agrees to pay to MEMORIAL ,
subject to the following terms and conditions, the eligible expenses relating to the medical treatment provided to the
……………… insured person (‘INSURED PERSON’).
B. This ANNEX 3 is a direct billing arrangement between ………….. and MEMORIAL (together hereinafter ‘the Parties’) and
covers eligible expenses relating to the treatment only. Medical expenses are subject to the terms and conditions of the
INSURED PERSON’s policy including, but not limited to, specific benefit limits, plan maximum limits, exclusions, waiting
periods and co-payments. Medical expenses relating to In-Patient Treatment must be pre-authorised by ……………… prior
to admission of the INSURED PERSON.
C. The present Agreement respects the absolute independency of MEMORIAL as an independent medical provider. Neither
……………. or MEMORIAL have any exclusivity obligations to the other.
F. It is agreed that ………………. shall be entitled to discounts to be applied to the standard pricelist of MEMORIAL, the current
version of which is attached to this Annex 1
1. Definitions
1.1 Unless a different meaning is given in this Agreement, words and phrases have the same meanings as set out in the Benefit
Guides which are available on the …………….. website (……………..).
3. Anti-Corruption
3.1 The parties shall not commit, authorize or permit any action in connection with the negotiation, conclusion or the
performance of this Agreement which would cause the parties and/or the parties’ affiliates to be in violation of any
applicable anti-corruption or anti-bribery laws or regulations. This obligation applies in particular to illegitimate payments
including facilitation payments to government officials, representatives of public authorities or their associates, families or
close friends.
Each party agrees that it will not offer or give, or agree to give, to any employee, representative or third party acting on
behalf of the other party or accept, or agree to accept from any employee, representative or third party acting on behalf
of the other party, any undue gift or benefit, be it monetary or other, with regard to the negotiation, conclusion or the
performance of this Agreement.
Each party shall promptly notify the other party, if it becomes aware of or has specific suspicion of any corruption with
regard to the negotiation, conclusion or the performance of this Agreement.
4. The Parties agree that this Agreement may only be varied in writing with the written consent of both parties.
5. This Annex 3 does not constitute a partnership between the Parties nor does it constitute either party as a representative
or agent of the other party for any purpose whatsoever.
6. Notices
6.1 Any written notice to be given under this Agreement regarding termination of this Agreement can only be given by
registered prepaid post.
7. Governing law
7.1 This Agreement shall be governed by the laws of Turkey
Executed in duplicate and signed:
__________________________ __________________________
Name: Name:
Title: Title:
Date: Date:
For and on behalf of For and on behalf of the
İSTANBUL MEMORIAL SAĞLIK YATIRIMLARI A.Ş.
*On the rare occasion that the international banking regulations do not allow us to make a payment in the
currency requested, one of our provider affairs representatives will be in contact with you to arrange
alternative payment currency.
Bank Transfer
- Bank Transfer
Please provide details below:
____________________________
____________________________
*where applicable
STAMP-SIGNATURE
Annex8– Contact Information
……………….
Address:
Helpline:
Tel.:
Fax:
Email:
Medical Services:
Tel.:
Fax:
Email:
Claims:
Tel.:
Fax:
Email:
Provider Services:
Tel.:
Fax:
Email:
STAMP-SIGNATURE