1. Franchise Agreement
ThisFranchise Agreement(‘Agreement’) ismade onthisthe ………………….., 2015 of the ChristianEra.
BETWEEN
1. THYROCARE BANGLADESH LIMITED, a private limited company incorporated in Bangladesh under
the Companies Act, 1994, represented by its its Managing Director, Mr. Faiyaz Kajal, having its
registered office address at 12th
Floor, Confidence Center, Pragati Sharani, Shahzadpur, Dhaka
1212, Bangladesh.
AND
2. ……………………a private limited company, incorporated in Bangladesh under the Companies Act
1994, represented by its …………………………………………………….having its registered office at …………………..
and havingitsboothat…………………………………………………………………………………………………………………...
(Party No. 1 shall hereinafter be referred to as the ‘Company’. Party No. 2 shall hereinafter be referred
to as ‘Franchisee’, which expression shall unless excluded by or repugnant to the context mean and
include itssuccessors-in-interest,legal representatives,administratorsandassigns).
RECITALS
WHEREAS:
A. The Company is a world class diagnostic center conducting various tests and established in
Bangladesh;and
B. The Franchisee is a company/partnership firm/individual interested in acting as an franchisee of the
Companyto provide healthcare services;and
C. The Company desires to appoint the Franchisee to further optimize and/or expand its scope of
operationwithinBangladesh;and
D. In order to give effect to the mutual understanding between the Company and Franchisee, it is
necessaryandexpedientforthisAgreementtobe executed.
NOW,THEREFORE, the partiesdoherebyagree tothe followingtermsandconditions:

2. 1. INTERPRETATION/DEFINITION
1.1 In this Agreement, the following expressions shall have (save where the context otherwise
requires) the meaningsrespectivelyattributedtothem:
‘Doctor/s’ means the doctors who shall be selected by the Company and
appointed by the Franchisee to provide medical services from
the Franchisee’spremises.
‘Materials’ means the blood collection set and/or urine collection set
and/or the Chiller Box (for blood preservation), logos and
trademarks, signboards, software, marketing materials,
letterheadsandpads,etc.
‘Phlebotomist’ means the individual appointed by the Franchisee/s and
specifically trained/approved by the Company for the purpose
of drawingbloodandpreservingbloodandurine samples.
‘Annexure I’ contains details of Tests and Price List as amended from time to
time at the discretionof the Company.
‘Annexure II’ contains detailed procedure relating to collection and
preservationof sample.
‘Annexure III’ DesignatedContactPersons.
‘Annexure IV’ Priorrequirementstobe metbyproposedFranchisee.
2. NON-EXCLUSIVITY
2.1 The Company grants the Franchisee non-exclusive rights to represent the Company and collect
samplesonbehalf of the Company forthe durationof thisAgreement.
2.2 The Company may at its discretion appoint other Franchisees notwithstanding location or any
otherrightsof the Franchisee underthisAgreement.
3. TENURE & RENEWAL
3.1 This Agreement will remain in force for a period of 3 year from the date of execution of this
Agreement and shall be automatically renewed for 1 year increments unless prior written 90
(ninety) daysnotice of non-renewal isprovidedby eitherparty/the Company.
3.2 The tenure and renewal of thisAgreementshallbe subjecttoterminationasperclause 4.

3. 4. TERMINATION & CONSEQUENCESOF TERMINATION
4.1 Subject to clause 3, this Agreement may be terminated at any time by mutual understanding
between the parties or by the Company, without cause, if it deems such termination necessary
to protect the Company’s interests. Otherwise, this Agreement cannot be terminated by the
Franchisee alone unless a material breach has been claimed and proven in the courts of
Bangladesh oracceptedas breachby the defaultingparty.
4.2 In the event of termination the Franchisee shall immediately return all Materials back to the
Company and shall remove (andeffectively not keep on display) all signs,logos, trademarks,etc.
whichrelatestothe Companyfromthe Franchisee’sbusinesspremises.
5. COMPANY’SOBLIGATIONS& RIGHTS
5.1 The Companyshall:
i. Support the Franchisee with all necessary Materials (with or without additional charge)
including documents, information, etc. required for sample collection and preservation,
marketing and promotion, and standard operating procedures (SOPs) for smooth running of
business.
ii. Provide extensive training to the Franchisee’s appointed and nominated Phlebotomist/s to
meet the Company’s standard. If required by the Franchisee, the Company may nominate
readilytrainedPhlebotomistswhoare tobe appointed/employedbythe Franchisee.
iii. Interview and select a minimum of 2 Doctors to be appointed by the Franchisee. The
Doctors shall conduct their medical practice from the Franchisee’s premises. The Doctors
shall provide medical services exclusively from the Franchisee’s premises. The
agreement/contract under which the Doctors shall be appointed by the Franchisee shall be
reviewed and approved by the Company. Under no circumstances shall the Company be
held responsible or liable for the actions or inactions of the appointed Doctors with regards
to theirtreatmenttopatients.
iv. Conduct a survey of the Franchisee’s premises and provide blueprints and/or specific
designs, details of office equipment, details of staff requirement, reference of relevant
contractors etc. as per the requirements of the Company keeping in line with the standards
of the Company’s establishedbrandname.
6. FRANCHISEE’S OBLIGATION& RIGHTS
6.1 The Franchisee shall:
i. Pay annual franchisee fee of BDT 10 to the Company. The Company reserves the right to
review and amend the annual franchisee at its sole discretion and such amendments to

4. franchisee fee shall be notified to the Franchisee at least 30 days prior to the upcoming
franchisee fee paymentdate.
ii. Provide a security deposit of BDT 1,000 (Taka One Thousand) to the company. BDT 500
(Taka Five Hundred) from the security deposit shall be adjusted against monthly bills to a
maximum amount of BDT 100 (Taka One Hundred) per month. Notwithstanding the above,
the company reserves the right to alter the amount of required security deposit or method
of adjustment of security deposit as it deems fit. The security deposit may be forfeited by
the company in the event of breach by the franchisee, otherwise the security deposit shall
be reimbursedtothe franchisee uponterminationorexpiryof thisagreement.
iii. Provide a minimum of 20 (Twenty) samples per day to the company, after the expiry of an
initial periodof 60(Sixty)daysfromthe date of executionof thisagreement. NotApplicable.
iv. May charge its clients/patients at its discretion and retain as its profits any amount received
inexcessof the price listprovidedbythe companyas attachedunderAnnexure.
I. The Franchisee shall be free to provide incentives, discounts, etc. to its clients/patients
and other related parties at its discretion the price list contained under Annexure I provided
by the Company. However, all such charges, incentives, discounts, etc. shall be
reported/disclosedtothe Company.
v. Provide monthly/quarterly reports to the Company. Such reports shall consist of the
Franchisee’s financials, bank accounts, sales etc. However, the Company reserves the right
to seek any other specific report, information, etc. which the Franchisee shall provide within
7 daysfrom the date of request.
vi. Provide necessaryadditional securities/collateralsasperthe requirementof the Company.
vii. Use its premises, staff (including Phlebotomist/s and Doctor/s) and all Materials solely for
the purpose of conductingitsbusinessasFranchisee of the Company.
viii. At all times maintain compliance with the stated requirements of the Company and take the
greatest care in maintaining the Company’s brand integrity when dealing with third parties.
Under nocircumstancesshall the Franchisee adverselyrepresentthe Company.
ix. Not sub-Franchisee, sub-contract or assign any part of this Agreement (including rights and
obligations)withoutthe priorwrittenconsentof the Company.
x. Obtain all the necessary licenses, approvals and permits from the relevant authorities for
the purpose of conductinganyand all activitiesunderthisAgreement.
xi. Adhere and be in compliance with the laws, rules and regulations in Bangladesh particularly
consideringitsapplicationwithregardstohealthcare andothermedical services.

5. 7. PAYMENT TERMS
7.1 The Franchisee shall make the followingpaymentstothe Company:
i. Annual franchisee fee of BDT 10 or as amended by the Company from time to time on or by
the 31st
Dec everyyear.
ii. Charges payable to the Company for diagnostic services rendered as per tests and price list
contained under Annexure I. Such charges shall be payable on an immediate basis without
exception.
7.2 The payments as mentioned in clause 8.1 shall be paid into the bank account of the Company.
The account detailsshall be providedbythe Company.
8. LIABILITY
8.1 Any liability arising under this Agreement shall be paid by the party in default or by the party
causing such liability to arise through gross negligence or willful default. However, under no
circumstances shall the Company be liable to third parties for the activities of the Franchisee
and its staff (including Phlebotomists and Doctors) and the Company shall be held indemnified
by the Franchisee inthe eventanyclaimsare broughtforwardagainstthe Company.
9. CONFIDENTIALITY
9.1 The parties shall share privileged information which shall be kept strictly confidential during the
tenure of this Agreement and for a further period of 3 years after the expiry or termination of
this Agreement for any reason whatsoever. The parties shall only disclose such information to
others on a need to know basis and shall ensure that the staff (including Phlebotomists and
Doctors), agents, other related parties, etc. shall maintain the same degree of confidentiality.
However, such information may be disclosed under a legal obligation in which case the
disclosingpartyshall notifythe non-disclosingpartywithin2business days.
10. OWNERSHIP OF INTELLECTUAL PROPERTY & TRADEMARK
10.1 The Company is and shall remain the absolute owner of all intellectual property and trademark
relating to Thyrocare Bangladesh Limited. The Franchisee shall use the intellectual property and
trademark as particularly allowed under this Agreement. If there is any breach of intellectual
property rights of the Company by the Franchisee or its staff/agents/representatives, etc., the
Franchisee shall heldliable fordamagesandthisAgreementmaybe immediatelyterminated.
11. NOTICE
11.1 Any notice, consent or approval required or permitted to be given in connection with this
Agreement (in this clause referred to as a “Notice”) must be in writing and is sufficiently given if

6. delivered (whether in person, by courier service or other personal method of delivery), or if
transmittedbyfax:
In case of Company:
Thyrocare BangladeshLimited
Address: 12th Floor, Confidence Center, Pragati Sharani, Shahzadpur,
Dhaka 1212
Attention: Managing Director
Fax: _________________
In case of Franchisee:
……………………………………………
Address:…………………………………………………………….
Attention:…………………………………………….
Fax:
Any Notice made or given by personal delivery shall be conclusively deemed to have been given
on the day of actual delivery thereof and, if made or given by courier, on the third (3rd
) business
day following the deposit thereof with the courier and, if made or given by fax, on the day of
transmittal thereof or if the day of transmittal is not a business day, the next business day
following the date of transmittal thereof (provided the original copy is immediately forwarded
by courier).
12. GOVERNING LAW & JURISDICTION
12.1 This Agreement shall be construed and governed under the prevailing laws of Bangladesh. In the
event that this Agreement is breached, any and all disputes must be settled in a court of
competentjurisdictioninBangladesh.
13. AMENDMENTS
13.1 Any amendment to this Agreement shall have to be signed by the authorized representatives of
bothParties.
14. ENFORCEABILITY OF AGREEMENT
14.1 If any provision of this Agreement becomesinvalid, illegal or unenforceable in any respect under
any law, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired and the effected provision shall be enforced as fully as possible and the
unenforceable provision(s) shall be deemed modified to the limited extent required to permit
enforcementof the Agreementasa whole.

7. 15. AMICABLE SETTLEMENT & ARBITRATION
15.1 The parties will endeavor to mutually discuss and settle any dispute, controversy or claim arising
under this Agreement within 15 days of either party notifying in writing the same to the other,
all disputes arising out of or in connection with this Agreement shall be settled under The
Arbitration Act 2001 of Bangladesh, by three arbitrators, one arbitrator shall be appointed by
each party and the third arbitrator shall be appointed mutually by the appointed arbitrators in
accordance with the said rules. The venue of arbitration shall be Dhaka and all the proceedings
of such arbitration shall be conducted in the English Language. Any such judgment rendered by
the arbitratorsshall be bindingon the parties.
16. COUNTERPARTS
16.1 This Agreement may be executed in one or more counter parts, each of which shall be deemed
to be an original butall of whichtogethershall constitute one andthe same Agreement.

8. IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE DAY
ANDYEAR FIRST WRITTEN ABOVE.
THYROCARE BANGLADESHLIMITED
___________________
Mr. Faiyaz Kajal
Managing Director
………………………………
_________________
………………………………
…………………………….
Witnesses:
1.
__________________
Name:Mr. HussainMashnoor Chowdhury
Address:CFO,Thyrocare BangladeshLtd.
2.
__________________
Name:
Address:
3.
__________________
Name:
Address:
Annexure I
Details of Tests and Price List
Annexure II
Standard Sample Collection Procedure
Annexure III
Designated Contact Persons.
Annexure IV
Prior requirements to be met by proposed Franchisee.