Service Level Agreement Between M-R-I and Group Practice

SERVICE LEVEL AGREEMENT

Entered into between:

M R I NET PTY LTD Reg # 2018/214244/07

(hereinafter referred to as “MRI”)

And

The Group Practice (SOUTH AFRICA) INC as per the the details set out in “ANNEXURE SLA” Attached hereto

(hereinafter referred to as “the Practice”)

1. Definitions
   1. 1.1  “Common areas” means reception areas, foyers, passages, parking areas, entrances, exits, landscape areas, interior and exterior stairways, toilets, ramps and all other amenities provided by MRI for the common general use of patients and service providers in the practice and excludes the Premises.
   2. 1.2  “the/this Agreement” means this Agreement together with any annexures thereto.
   3. 1.3  “Commencement Date” is the commencement date as set out in “ANNEXURE SLA” attached hereto
   4. 1.4  “the Council” means the Health Professions Council of South Africa.
   5. 1.5  “The parties” means the signatories to this Agreement.
   6. 1.6  “MRI” means Migraine Research Institute Pty Ltd, a private for-profit company registered in accordance with the company laws of South Africa under registration number 2008/004134/07;
   7. 1.7  “the Practice” means K2016310929 (South Africa) Inc, a personal liability for-profit company registered in accordance with both the company and healthcare laws of South Africa (with registration number 2016/310929/21), operating as a specialist medical practice.
   8. 1.8  “The Premises” means the consultation rooms, procedure rooms and office space, let to the Practice by MRI; situated at ____________________________________.
   9. 1.9  “Registered” refers to registration of a health care practitioner by the Council.
2. INTERPRETATION

2.1 The clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

2.2 Any reference to:

2.2.1 2.2.2

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the singular includes the plural and vice versa;
natural persons includes juristic persons and vice versa;

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2.2.3 any one gender includes the other genders, as the case may be.

3. 2.3  A reference to a clause means a reference to a clause in this Agreement.
4. 2.4  If a term is defined within the context of a particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of the Agreement, notwithstanding that that term has not been defined in this interpretation clause.
5. 2.5  Expressions defined in this Agreement shall bear the same meanings in annexures to this Agreement which do not themselves contain their own definitions.
6. 2.6  When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the immediately following Business Day.
7. 2.7  The expiration or termination of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding the fact that the clauses themselves do not expressly provide this.
8. 2.8  The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting or preparation of this Agreement shall not apply.
9. 2.9  This Agreement shall be governed, interpreted and enforced in accordance with the laws of the Republic of South Africa.

3. PREAMBLE AND RECORDAL

1. 3.1  The Practice carries on the business of specialist multidisciplinary medical practice.
2. 3.2  MRI has agreed to render the services set out herein to the Practice.

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3.3 The parties wish to reduce their agreement to writing as recorded herein.

4. RELATIONSHIP

4.1 The parties contract with each other as principals and independent contractors. Nothing contained in this Agreement shall be construed as implying that the Practice is engaged as an agent on behalf of MRI or as an employee of MRI or vice versa.

5. HEALTH CARE LEGISLATION and THE COUNCIL
   1. 5.1  At no stage whatsoever shall the Practice and its representatives (including, but not limited to, its shareholders, directors and employees) be required to perform any act(s) or render any services (in whatever capacity) that conflict with any provision of prevailing health care legislation and/or that do/does not meet with the approval of the Council.
   2. 5.2  In any instance where there is a conflict between a provision (be it express, implied or tacit) of this Agreement and a provision of the Health Professions Act and/or the Ethical Rules and/or any rulings of the Council, the Health Professions Act, Ethical Rules or rulings, as the case may be, will prevail to the extent of the conflict.
   3. 5.3  Save as provided for in this Agreement, MRI shall not be entitled to direct or to interfere with the provision of services by the Practice to its patients and shall at all times respect the professional independence of the Practice’s shareholders and employees.
6. DURATION

6.1 This Agreement shall commence with effect from the Commencement Date and shall

endure indefinitely unless terminated in accordance with terms contemplated herein.

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7. SERVICES TO BE SUPPLIED BY THE PRACTICE.
   1. 7.1  The Practice shall comply strictly with all laws, regulations and professional rulesapplicable to the services it provides to patients of the Practice.
   2. 7.2  Save as otherwise agreed in terms of this Agreement, MRI shall not direct or interfere with the provision of the Services by the Practice and shall at all times respect the professional independence of the Practice.
8. THE SERVICES TO BE SUPPLIED BY MRI AND FEES Support Services

8.1 MRI shall provide or procure all of the services as may reasonably be required by the Practice as set out in this Agreement, including the following:

1. 8.1.1  General practice administration services;
2. 8.1.2  Management and administration of patient accounts;
3. 8.1.3  Financial practice management, accounting services and the like;
4. 8.1.4  Business management advice services;
5. 8.1.5  Personal relations and media management, advertising and corporate communication advice;
6. 8.1.6  Research services;
7. 8.1.7  Salary administration;
8. 8.1.8  Computer Hardware Access and Information Technology Infrastructure and Support;

8.1.9 Billing, credit control and debtors management;

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10. 8.1.10  Furniture and equipment maintenance;
11. 8.1.11  Telephone and other communication services;
12. 8.1.12  Regular cleaning services;
13. 8.1.13  The supply of adequate and appropriate related equipment and disposables;
14. 8.1.14  The maintenance and upkeep of the equipment which shall include the cost of insuring the equipment; and
15. 8.1.15  Internet access and stationery.

2. 8.2  In order to enable MRI to provide an effective, integrated practice and account management service, the Practice shall operate a separate bank account in the Practice’s name, which account shall be used exclusively for the purposes of the Practice. The Practice shall furthermore provide the bank with the necessary authority to grant MRI all of the rights and powers it requires to effectively manage the Practice’s financial affairs including, but not limited to, signing powers on the account.
3. 8.3  The fee for support services rendered by MRI to the Practice shall be determined in accordance with the hourly rates set out in “Annexure A” plus VAT.
4. 8.4  MRI shall submit invoices to the Practice within 30 (thirty) days as from the date on which the chargeable support service has been rendered.
5. 8.5  The Practice shall make payment to MRI within 30 (thirty) days of receipt of invoice from MRI.

Equipment

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9. The Practice shall rent all necessary equipment from MRI, as required from time to time for the purpose of treating patients of the facility including, but not limited to, the equipment listed in “Annexure B” to this Agreement.
10. The Practice shall use the equipment provided by MRI for the sole purpose of providing the services in accordance with the terms of this Agreement.
11. MRI shall, at its cost, insure the equipment it provides to the Practice against the usual risks for which insurance is available. The Practice shall be furnished with an insurance policy and shall strictly comply with all the provisions thereof.
12. MRI shall at its cost maintain the equipment it provides to the Practice in good order and condition.
13. The Practice, its associates, employees, locums and/or contractors shall operate all equipment provided by MRI in a proper manner and in compliance with the recommendations of the manufacturer and will not be permitted to alter or modify such equipment or to remove any equipment or disposables from the Premises without the prior written consent of MRI.
14. The Practice, its associates, employees, locums and/or contractors shall be duly trained to operate any and all equipment supplied by MRI.
15. The Practice will be liable to repair, at its cost, any damage caused to the equipment by any willful act or omission by it, its associates, employees, locums or contractors.
16. The Practice shall not be entitled to sublet the equipment provided by MRI or any part thereof.
17. The rental of the equipment shall be the monthly amount of ________________(Rand) per month plus VAT and shall be payable monthly, in arrears, on the last day of every month.Lease of Premises
18. MRI agrees to lease the Premises to the Practice for the duration of this Agreement subject to the following terms:18.1.1 The monthly rental amount shall be __________________________(Rand) including VAT (“the rental”) per square metre and shall be payable by the Practice to MRI in advance on the first day of every consecutive month;

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2. 18.1.2  The rental amount shall be reviewed and adjusted annually, by agreement between the parties, after the Commencement Date;
3. 18.1.3  When considering an adjustment, the parties will take into account the relevant annual inflation rate applicable to the Republic of South Africa during the preceding calendar year or at the time, as determined by Statistics South Africa and prevailing market conditions.
4. 18.1.4  MRI will be liable for payment of consumption charges in respect of electricity and water consumed on the Premises. Adjustments in service charges and the consumption of services will be taken into account when reviewing the rental amount and determining prevailing market conditions.
5. 18.1.5  The Practice and any persons engaged by it shall use the Premises for the sole purpose of providing the services contemplated in this Agreement.
6. 18.1.6  MRI shall, at its cost, insure the Premises against the usual risks for which insurance is available.
7. 18.1.7  MRI shall, at its cost, maintain the exterior and interior of the Premises in good order and condition.
8. 18.1.8  The Practice shall notify MRI in writing within thirty days of the date of signature of this agreement of any defects in the Premises, failing which the Premises shall be deemed to be in good condition as at the date of commencement of this agreement.
9. 18.1.9  The Practice shall, at its cost, repair any damage caused to the Premises by any willful act or omission on the part of the Practice or any persons engaged by it, including its associates, employees, locums and contractors.

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10. 18.1.10  The Practice shall not be entitled to sub-let the Premises or any part thereof without the prior written approval of MRI.
11. 18.1.11  The Practice and any persons engaged by it, including its associates, employees, locums and contractors, shall be entitled to access to the Premises for the purposes of rendering the services as set out in this Agreement,
12. 18.1.12  The common areas shall at all times be subject to the exclusive control and management of MRI.
13. 18.1.13  MRI shall have the sole right to establish, modify and enforce, by reasonable notice to the Practice, its associates, employees, locums or contractors, rules and regulations concerning the rights of access and admission to the Premises.

19. EXCLUSIVITY
19.1 This Agreement shall be exclusive to MRI and the Practice shall not be entitled to

provide services to any other person or entity.

20. CONFIDENTIALITY AND NON-DISCLOSURE

20.1 The terms of this Agreement shall at all times be and remain confidential to the Parties and no Party shall be entitled, during the currency hereof or at any time thereafter, to disclose all or any of the terms and conditions contained herein to any third party save:

1. 20.1.1  with the prior written consent of the other Party;
2. 20.1.2  as may be contemplated herein or required to give effect hereto;
3. 20.1.3  as may be required by law or any regulatory authority; or

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2. 20.2  The Practice agrees to maintain strict confidentiality and not to disclose or cause to be disclosed any information related to MRI in accordance with the terms and conditions contained in the Confidentiality and Non-Disclosure Agreement concluded between the parties.
3. 20.3  Without limiting the generality of the content of clause 20.2 the Practice agrees that its directors, shareholders, employees, locums, agents and/or other representatives will not disclose or cause to be disclosed any information related to MRI to news and/or media outlets of any nature, without the written consent of MRI.
4. 20.4  The Practice shall disclose to MRI any patient information required by MRI for the purposes of fulfilling its obligations to the Practice in terms of this Agreement and for the purposes of the administration of the Practice’s service provider network.
5. 20.5  MRI agrees to maintain strict confidentiality with respect to all patient information belonging, pertaining or relating to the Practice.

21. TERMINATION OF THE AGREEMENT
21.1 MRI shall be entitled to terminate this agreement, for any reason whatsoever, upon 30

(thirty) days’ notice to the Practice. 22. BREACH

22.1

In the event that:

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22.2

22.3

The Practice fails to make payment of any amount payable to MRI by the due date and fails to remedy such breach within 7 (seven) days of written notice to do so; or

The Practice fails to adhere to the treatment standards and protocols required by MRI from time to time and fails to remedy such breach within 24 hours written notice to do so; or

22.4 The Practice or its representative(s) (including, but not limited to, its shareholders, directors and employees perform any act(s) (in whatever capacity) that conflict with any provision of prevailing health care legislation or the Ethical Rules

MRI is entitled, without prejudice to any other rights which it may have in terms hereof or at law, to:

1. 22.4.1  claim specific performance and damages, or
2. 22.4.2  cancel this Agreement and claim damages;

2. 22.2  Save as otherwise contained in Clause 22.1 above and if either party fails to comply with any obligation which arises in terms of this Agreement and persists in such failure for a period of fourteen days after receipt of written notice given by the other party calling upon the defaulting party to remedy such default, then the aggrieved party may, without prejudice to any other rights which it may have in terms hereof or at law:
   1. 22.2.1  claim specific performance and damages, or
   2. 22.2.2  cancel this Agreement and claim damages.
3. 22.3  No concession, allowance or indulgence granted by an aggrieved party to the other with regard to any breach of this Agreement shall in any way constitute a waiver of the aggrieved party’s rights or in any way restrict the aggrieved party from exercising its rights arising from the breach.

23. WHOLE AGREEMENT AND NO REPRESENTATIONS
23.1 This agreement constitutes the whole agreement between the parties to this

agreement. The parties hereby confirm that this agreement replaces any other

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agreement which exists or may have existed between them in any form whatsoever with regard to the subject matter dealt with herein.

2. 23.2  No concession, allowance or postponement which the parties may grant each other with regard to claims and/or disputes shall in any way restrict any one of the parties to exercise their rights, or mean the cession or restriction of any of their respective rights.
3. 23.3  Both parties acknowledge with the signing of this contract that a copy thereof has been received and that the contents have been read and understood. Both parties undertake to bind themselves to this contract and to adhere to the conditions therein.
4. 23.4  An amendment or addition to this agreement shall only be of force and effect if it is in writing, signed by both parties and added to this agreement as an addendum.
5. 23.5  The heading to and numbering of the paragraphs of these conditions are used for the purpose of convenience only and shall not be taken into consideration in interpreting the meaning and effect of any paragraph.

24. ASSIGNMENT, CESSION, DELEGATION
    Neither party shall be entitled to assign, cede or delegate their rights and obligations under thisagreement to any third party without the prior written consent of the other party.
25. DOMICILIUM AND NOTICES

25.1 The parties choose as their respective domicilium citandi et executandi (“Domiciluim”) for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, as follows:

25.1.1 MRI _________________________________________

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25.1.2 The Practice ___________________________________________

2. 25.2  Any party may, by written notice to the other party, change the physical address chosen as its domicilium vis a vis that party to another address within the Republic of South Africa.
3. 25.3  Any notice sent or any payment made by either party to the other party:
   1. 25.3.1  Delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or
   2. 25.3.2  Transmitted by email to the email address of the other party during ordinary business hours will be deemed to have been received by such other party on the date of the email, or, if after hours, on the following day. For the purposes hereof, the email addresses of the parties are as follows:25.3.2.1 ;__________________________________________ 25.3.2.2 ;__________________________________________
   3. 25.3.3  Sent by pre-paid registered post in a correctly addressed envelope to it at its domicilium shall be deemed to have been received on the seventh business day after the date of posting.

THUS DONE AND SIGNED AT ______________________ ON THIS _____ DAY OF _____________20____.

AS WITNESSES:

1. ________________________

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2. ________________________ ______________________________
on behalf of MRI, being duly authorised thereto

THUS DONE AND SIGNED AT _____________________ ON THIS _____DAY OF _____________20____.

AS WITNESSES:

1. ________________________

2. ________________________

          ____________________________

On behalf of The Practice, being duly authorised thereto

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