Operations Management Agreement

This Operations Management Agreement is made on the date of last signature below between:

Parties

• (1) Harley Street Medical Centre (hereinafter referred to as the “Company”) whose office is at Doha- Qatar; O box: 30509 Commercial Registration Number 118920.
• (2) Headquarters Pioneer Healthcare Group (hereinafter referred to as the “Operations Manager”) whose registered office is at Claremont Hospital, 401 Sandygate Road, Sheffield S10 5UB, United Kingdom.

(The Company and the Operations Manager are sometimes individually referred to as “Party” and collectively referred to as the “Parties”)

RECITALS

WHEREAS the Company has determined that it is in its best interest to Agreement with an Operations Manager to operate and manage the Company’s business operations and facilities; and

WHEREAS the Company wishes to hire the Operations Manager wishes to be hired by the Company to manage and operate the Business upon the terms and conditions set forth herein; and

NOW, THEREFORE, for mutual and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree with each other as follows:

Definitions

1. In this Agreement, the following words are defined:

In this Agreement, unless the context requires a different interpretation:

• the singular includes the plural and vice versa;
• references to sub-clauses, clauses, appendixes or appendices are to sub-clauses, clauses, appendixes or appendices of this Agreement;
• a reference to a person includes firms, companies, government entities, trusts, and partnerships;
• “including” is understood to mean “including without limitation”;
• reference to any statutory provision includes any modification or amendment of it;
• the headings and sub-headings do not form part of this Agreement; and
• “writing” or “written” will include fax and e-mail unless otherwise stated.

ARTICLE I – CONTRACTING RELATIONSHIP

Authority

1. The Company represents that it is authorized by law to establish an Agreement with the Operations Manager and for the Operations Manager to provide business management services to the Business.

Exclusivity

2. The Company and the Operations Manager hereby desire to establish an exclusive Business Management Agreement, whereby the Operations Manager will utilize its capabilities for the Company interests in Qatar.

Agreement

3. The Company hereby agrees with the Operations Manager, to the extent permitted by law, for the provision of all labor and supervision and the management, operation, and maintenance of the Business. The Company’s Board of Directors (the “Board”) shall oversee all final and long-term Business decisions. Duties required to be carried out for the operation of the Business which is not expressly set forth herein as being the Operations Manager’s responsibility shall remain the Board’s sole responsibility.

Status of the Parties

4. The parties to this Agreement intend that the relationship created by this Agreement is that of an independent Contractor and does not create an employer-employee Except as expressly provided in this Agreement, no agent or employee of the Operations Manager shall be deemed to be the agent or employee of the Company. The Operations Manager reporting to the Board shall be solely responsible for its acts and the acts of its agents, employees, and subcontractors. The relationship between the Operations Manager and the Company is based solely on the terms of this Agreement, and the terms of any other written Agreements between the Operations Manager and the Company.

ARTICLE II- TERM AND TERMINATION

5. This Agreement shall be effective as of the date first written above and shall be in effect for a period of twenty(20) years (“Term”) unless terminated or cancelled earlier in accordance with this Agreement, or for good cause, as agreed by the Operations Manager and the Company. Upon the termination of Agreement at the end of the Term, the Agreement shall be extended (i) to the extent the Operations Manager performs in accordance with the terms of this Agreement, (ii) in the event the Board approves the extension by express vote. Nothing contained in this Agreement shall be construed to restrict or prevent the Company from entering into a Management Agreement with any other party other than the Business that is the subject of this Agreement.
6. A Party may terminate the Agreement immediately by giving a six (6) months written notice to the other party. Upon termination and, subject to all outstanding payment for services provided being made, neither party shall have any further obligation to the other under the Agreement after its termination.

ARTICLE III- FUNCTIONS OF THE OPERATIONS MANAGER

Responsibility

7. The Operations Manager shall be responsible and accountable to the Board for the operation and performance of the Business. The Operations Manager’s responsibility is expressly limited by (i) the Business’s Annual Budget, which is to be submitted and approved by the Board as provided in this Agreement. Neither the Operations Manager nor the Company shall be required to expend Business finds on services in excess of the amount set forth in the Business’s Annual Budget. There is nothing in the Agreement which shall delegate the ultimate authority of the Company.

Specific Functions

8. The Operations Manager shall be responsible for the management, operation, human resources and financial management and governance of the Business. Such functions include:

• Perform day-to-day management of the Business, in accordance with this Agreement, for the profit purpose of the Company and subject to the direction given by the Company, and any applicable federal law;
• Management, selection, and application of technology services required to facilitate operation of the Business;
• Manage personnel functions, including professional development for the Business personnel and the personnel functions outlined in Article VI of this Agreement including drafting operations manuals, forms, and management procedures, as the same are from time to time developed by the Operations Manager and as approved or requested by the Company;
• Management of the accounting operation, including general ledger management and financial reporting including identifying risk:-.

Purchases

9. Purchases made by the Operations Manager on behalf of the Business with the Business’s funds and equipment will be the property of the Company. This provision does not apply to any capital items leased or purchased by the Operations Manager with the Operations Manager’s own funds, nor to programs initiated by the Company with Company’s funds.

Sub Agreements

10. The Operations Manager reserves the right to subcontract out any and all services specified in this Agreement as permitted by law. However, the Operations Manager shall not subcontract out the management, oversight, or operation of the teaching and instructional program, except as specifically permitted in this Agreement or with the approval of the Board.
11. Contract shall start with a notice form the company 20 weeks before the actual operation.

Operations Manager Performance Goals

12. The Operations Manager shall be obligated to:
13. Provide timely submission of required reports set forth in this Agreement;
14. Strict adherence to the approved Annual Budget for the operation and management of the Business, with no aggregate cost over-runs; and

ARTICLE IV- OBLIGATIONS OF THE BOARD

Good Faith Obligation

13. The Board shall be responsible for reporting and preparing fiscal and policy information. The Board shall exercise good faith in considering the recommendations of the Operations Manager, including but not limited to, the Operations Manager’s recommendations concerning policies, rules, regulations, and budgets. [Pioneer Policies and procedures are instrumental in the management of the operations and remain the property of the Operations Manager]

Assistance to the Operations Manager

14. The Company shall cooperate with the Operations Manager in furnishing all information and submitting all forms and reports required in association with this Agreement, including timely notice of all Board meetings. The Company shall in a timely fashion furnish the Operations Manager all documents and records possessed by the Company or under its control necessary for the Operations Manager to properly perform its responsibilities under this Agreement.

15. Meeting with the Operations Manager shall be scheduled every quarter more frequently if required.

Unusual Events

16. The Company agrees to notify the Operations Manager in a timely fashion of any anticipated or known: (i) material health or safety issues, (ii) labor, employee or funding problems, or (iii) problems of any other type that could adversely affect the Operations Manager in complying with its responsibilities hereunder. The Operations Manager shall have a reciprocal obligation.

Retained Authority

17. The Board shall retain the authority to make reasonable regulations relative to anything necessary for the proper establishment, maintenance, management, and carrying on of the Business, including regulations provided, however, that any such regulations shall incorporate good business practice protocols and not be inconsistent with the common goals of the parties. The Board retains the ultimate responsibility for the approval and oversight of the Business’s budget and oversight of the Business day to day decision.

ARTICLE V- FINANCIAL ARRANGEMENTS

Revenues

18. Except as hereinafter provided, all monies received by the Board shall be deposited in the Business’s depository account with a financial institution acceptable to the Board and the Operations Manager. The signatories on the account shall only be the Board members or designated Operations Manager employees delegated by the Board. The Board will advance funds to the Operations Manager for the fees or expenses associated with the Business’s operation provided that documentation for the fees and expenses are provided for Board ratification within 28 days of receipt. The Revenues shall be expended by the Operations Manager in accordance with the approved Budget and as otherwise authorized by the Board. To the extent that there are not sufficient funds in the Operating Account to pay Operating Expenses, the Board, at the Operations Manager’s request, deposit funds into the Business Operating Accounting (“Operating Advances”).

19. Advances can only be made in accordance with the approved Annual Budget. The Company shall reimburse the Operations Manager all Operating Advances, together with interest earned thereon from Total Revenues as and when the funds become available; provided, however, in the event that if at the end of each Fiscal Year Total Revenues, after payment of Debt Service and Operating Expense, are insufficient to reimburse all Operating Advances attributable to such Fiscal Year, the Board with the Operations Manager will jointly agree remedial action for the un-reimbursed balance of Operating Advances, including interest earned thereon.

Reserve Expenses

20. Means the amount of money reflected in the Annual Budget that the Operations Manager must deposit into an account for Reserve Expenses. The Operations Manager shall obtain approval from the Company to withdraw funds from the Reserve Expense Account.

• The fiscal year runs from the 1^st of January to the 31^st The Operations Manager shall submit to the Company for its review and approval a preliminary Annual Budget for each Fiscal Year for the Business, on or before May 31st of the current Fiscal Year. It is the intent of this provision that the Operations Manager prepare and submit to the Company a balanced Annual Budget, which shall provide for full payment of the (i) Total Revenues; (ii) Operating Expenses; (iii) Reserve Expenses, (iv) Audit Expenses and (v) Fund Balance with respect to the Business.

• The Company must notify the Operations Manager in writing that it approves the Annual Budget within thirty days of submission by the Operations Manager, which approval shall not be unreasonably withheld or delayed. If the Company does not approve the Annual Budget, the Company shall give specific reasons therefore and continue to deposit the balance of Total Revenues into the Business Operating Account pursuant to its obligations in Article V.

• Any such amendment shall only be valid if approved by the express vote of the Board. The Operations Manager shall report any changes upon which the Annual Budget was based within fifteen days after the Operations Manager becomes aware of any such change. The Operations Manager shall operate and manage the Business according to its Annual Budget.

• The Operations Manager shall use reasonable efforts to operate the Business within its Annual Budget.

• Operation costs with the notice in 3 months before operation costs shall deducted from the annual cash flow of 5% for the management company of 109.000 dollar.

Compensation

21. The Operations Manager shall be entitled to compensation for its services in the amount of:
    • Net profit of 15% ; and
    • Cash Flow of 5%;

Which shall be set forth within the approved Annual Budget or a lesser percentage if, as otherwise agreed to by the Operations Manager.

Unless otherwise agreed, payment of compensation shall be made quarterly in arrears.

Availability of Funds

22. The Operations Manager shall only be required to perform its responsibilities under this Agreement to the extent that there are sufficient Revenues to make payments in accordance with the terms of the Budget.

Pioneer Cost

23. Pioneer cost of this pre operational phase is $109,000 per month inclusive of travel and accommodation to be paid in advance to a nominated Pioneer Healthcare Ltd account.
24. Building – Production of room data sheets, advice and support for fitting, finishing and equipping.
25. Human Resources – Review of workforce plans, workforce strategy, recruitment plan, Job descriptions, advertisements (including video), organise in-country interview for executive team, develop HR functions, polices, visa, residency permits, orientation, culture, education and training plans, communication, salary banking arrangements, and professional licensing, remuneration and benefits and employment contracts, temporary and/or permanent accommodation.
26. Finance Standing – financial instructions, delegation limits, general ledger, payroll, cash flow, procurement, inventory, contracts, insurance company relationships, reporting arrangements and audit.
27. 4) ICT – ICT strategy, Infrastructure preparation, HIS and business system procurement, implementation action plan, data storage and protection, firewall, security, disaster recovery. Low voltage systems including security, building automation, telephone exchange and system. 5) Executive Team Pioneer Healthcare Ltd will carry out international recruitment of the senior team including arranging interviews in Qatar. Salaries will be: CEO $160,000USD, Medical Director $130,000USD, Nurse Director $130,000USD, each per annum and inclusive of accommodation, car and annual travel allowance. Once in place these senior posts will establish the management infrastructure as new facilities and services develop. The monthly salary payments will be provided by the company until the hospital is operational at which point the salaries will be incorporated into the financial plan of the operator/ Hospital The Executive team will review and implement the operational readiness plan for phased opening, launch the marketing plan, Develop Operational strategy, Risk management Structure, corporate policies and procedures, professional development, educational and academic links, Committee and meeting requirements, terms of reference, patient safety and quality, integrated governance.
28. Salary – all the salaries mentioned by pioneer are annually.

Financial Reporting

24. The Operations Manager shall provide the Board with:

• The projected Annual Budget as required by the terms of this Agreement.

• Detailed statements of all Revenues received, and detailed statements of all expenditures for services and or expenses rendered or incurred to or on behalf of the Business, whether incurred on-site or off-site, upon request.

• Monthly financial statements by the 7^th day of the following month, including a balance sheet, statement of revenues and expenditures. However, if the Board meets after the 20^th day of the following month, the Operations Manager will make a good faith effort to provide the monthly financial statements in advance of the Board meeting.

• Other information on a periodic basis to enable the Board to (i) monitor the Operations Manager’s performance and the efficiency of its operation of the Business. [A suite of performance reports are to be agreed before the commencement of Operations]

Access to Records

25. The Operations Manager shall keep accurate financial records pertaining to its operation of the Business, together with all Business financial records prepared by or in possession of the Operations Manager, and shall retain all of the said records for a period of time [We need to agree what the period of time is]. The Operations Manager and the Business shall maintain the proper confidentiality of personnel, and other records as required by law.

Review of Operational Budget

26. The Board shall be responsible for reviewing and approving the Annual Budget of the Business as presented by the Operations Manager.

Annual Audit

27. The Board shall select and retain an independent auditor, to conduct an annual audit of the Company in accordance with the Company’s authorizing documents. Subject to applicable law, all financial and other records of the Operations Manager related to the Business will be made available to the Company’s independent auditor.

Start-up Operating Losses

1. The Owner of the Business shall solely accept responsibility for covering operating losses for the Business during the startup period. With Company approval, the Operations Manager may, in its sole discretion, provide funds for operating losses for the Business during the startup period. The Operations Manager advances shall be budgeted and shall be in amounts acceptable to the Operations Manager. The Operations Manager shall be reimbursed from the Revenues as and when funds are available. [This is not seen as a sole responsibility of Pioneer as operating manager we would expect to develop a phased opening plan and 1-5 year operating budget to demonstrate the breakeven point, the budget can be set for the first year based on a ramp up of services and income].

Marketing

1. Marketing and development costs paid by or charged to the Business shall be limited to an agreed and funded marketing plan.

ARTICLE VI – PERSONNEL & TRAINING

Personnel Responsibility

30. The Operations Manager shall select and hire qualified personnel to perform services at the Business and shall ensure that all employees or contractors hired by the Operations Manager shall be subject to criminal background check requirements. The Operations Manager shall have the responsibility and authority to determine staffing levels, and to select, evaluate, assign, discipline, transfer and terminate personnel consistent with state and federal law.

Support Staff

31. The Operations Manager shall determine the number and the functions of support staff required for the operation of the Business. The support staff may, in the discretion of the Operations Manager, work at the Business on a full or part-time

Training

1. The Operations Manager shall provide training in its methods, program, and technology to all teaching personnel on a regular basis. Instructional personnel shall receive at least the minimum hours of professional development required by applicable laws.

Limitations on Discretion

1. All decisions made by the Operations Manager, and any discretion exercised by the Operations Manager, in its determination of staffing levels and its selection, evaluation, assignment, discipline, and transfer of personnel, shall be consistent with the approved Annual Budget, local, state and federal law, and consistent with the parameters agreed with the board.

ARTICLE VII- DEFAULT

Default

34. In the event of default (“Event of Default”), either party shall be limited to the following:

• The Business materially breaches any of its other obligations under this Agreement and fails to cure such material breach within sixty (60) days after notice of such breach.
• If the Operations Manager shall under such law as shall be applicable to it commence any case or proceeding or file any petition in bankruptcy, or for reorganization, liquidation or dissolution, or be adjudicated, insolvent or bankrupt, or shall apply to any tribunal for a receiver, intervener, conservator or trustee for itself or for any substantial part of its property; or if there shall be commenced against it any such action and the same shall remain un-dismissed for more than sixty (60) days.
• If the Operations Manager is found by an administrative or judicial body to have made fraudulent use of funds, or if an administrative or judicial body has revoked any license that may be required for the Operations Manager to carry on its business and perform its obligations and functions under this Agreement.
• A material breach by the Operations Manager, as follows: (i) failure to account for its expenditures or pay the Business’s operating costs (provided funds are available to do so), (ii) failure to follow policies, procedures, rules or curriculum duly adopted by the Board which is not in violation of this Agreement or the law, or (iii) a threat to the health, safety, or welfare of the employees, (iv) a violation of law, (v) the revocation, suspension or termination of licenses/certifications needed for any Business operations solely as direct result of an act or failure to act by the Operations Manager. In the event of a material breach involving a threat to the health, safety, or welfare of the employees, the period to remedy such breach shall not exceed 10 days; and in the event of a material breach of any other of the above material breaches, the Operations Manager shall have sixty (60) days after receipt of written notice to remedy said breach.

Remedies

35. Upon the occurrence of an uncured Event of Default by either party, the non-breaching party shall be entitled to pursue all remedies available under law or equity, including without limitation, termination of this Agreement for any reason by either party prior to the end of this Agreement’s term, the Operations Manager may, for a fee reasonably acceptable to the Operations Manager and Company, provide the Company reasonable assistance for up to thirty (30) days to assist in the transition to another administrative or structural arrangement (although the Operations Manager shall not be required to provide any assistance to another management Operations Manager or service provider).

ARTICLE VIII- INDEMNIFICATION

36. Each party to this Agreement does hereby indemnify and hold harmless the other party, and their respective boards of directors, partners, officers, employees, agents, representatives, and attorneys from and against any and all claims, actions, damages, expenses, losses or awards which arise out of (i) its negligence, (ii) its action taken or not taken, or (iii) its noncompliance or breach of any of the terms, conditions, warranties, representations, or undertakings contained in or made pursuant to this Agreement. As used in this subsection, “party” shall include the party’s trustees, directors, officers, employees, agents, representatives, and attorneys. Such indemnification may be achieved by the joint purchase of general liability and property insurance policies, or by such other means as the parties may mutually agree.

ARTICLE IX- WARRANTIES AND REPRESENTATIONS

Warranties and Representations

37. The Company represents that it has the authority under law to execute, deliver its obligations under this Agreement and to incur the obligations provided for under this Agreement. The Board warrants that its actions have been duly and validly authorized and that it will adopt any and all resolutions or expenditure approvals required for execution of this Agreement.

38. The Operations Manager warrants and represents that it is a limited liability Operations Manager authorized to conduct business in the applicable territory and that it has the authority under law to execute, deliver and perform its obligations under this Agreement and to incur the obligations provided for under this Agreement. The Operations Manager will comply with all registration and licensing requirements relating to conducting business under this Agreement. [Pioneer need to understand the requirements of registration and licensing in Qatar]

Mutual Warranties

39. The Company and the Operations Manager mutually warrant to the other that there are no pending actions, claims, suits or proceedings, to its knowledge, threatened or reasonably anticipated against or affecting it, which if adversely determined, would have a material adverse effect on its ability to perform its obligations under this Agreement.

ARTICLE X- MISCELLANEOUS

Sole Agreement

40. This Agreement supersedes and replaces any and all prior Agreements and understandings between the Company and the Operations Manager.

Force Majeure

41. Notwithstanding any other sections of this Agreement, neither party shall be liable for any delay in performance or inability to perform due to acts of God or due to war, riot, embargo, fire, explosion, sabotage, flood, accident, labor strike, or other acts beyond its reasonable control; provided either party may terminate this Agreement in accordance with the termination provisions contained in this Agreement if sufficient grounds exist as provided in the Article of this Agreement governing termination.

State Governing Law/Waiver of Jury Trial

42. The rights of all parties hereto shall be subject to the jurisdiction of and be construed according to the laws of the State of Qatar.
43. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Qatar International Court and Dispute Resolution Center (“Center”) in accordance with its Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause.
44. The seat of the arbitration shall be Abu Dhabi.
45. The Tribunal shall consist of one (1) arbitrator.
46. The language of the arbitration shall be English.
47. The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Center in accordance with the Center’s Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by The Center and may be made a consent award on agreed terms.
48. Contact Details for the Center are:

Agreement in Entirety

49. This Agreement constitutes the entire Agreement between the parties.

Official Notices

50. All notices and other communications required by the terms of this Agreement shall be in writing and sent to the parties hereto at the facsimile number or address set forth below. Notice may be given by: (i) by facsimile with written evidence of confirmed receipt by the receiving party of the entire notice, (ii) certified or registered mail, postage prepaid, return receipt requested, or (iii) personal delivery. Notice shall be deemed to have been given on the date of transmittal or personal delivery if given by facsimile or personal delivery, or upon the date of postmark if sent by certified or registered mail. Notices to the Company shall be sent to the current address of the then current Board President or Chairman. The address of the parties hereto for the purposes aforesaid, inclusive of the address of the initial Board President, are as follows: [Can email be used instead of Fax?]

The Company:

 The Operations Manager:

Assignment

51. Either party may assign this Agreement with the written consent of the other.

Amendment

52. This Agreement shall not be altered, amended, modified or supplemented except in writing and approved by the Board and signed by both the President of the Board and the CEO of the Operations Manager.

Waiver

53. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. Nor shall such waiver constitute a continuing waiver unless otherwise expressly stated.

Cost and Expenses

54. If any party commences an action against another party as a result of a breach or alleged breach of this Agreement, the prevailing party shall be entitled to have and recover from the losing party its reasonable costs and attorneys’ fees (including those incurred at appellate levels).

Delegation of Authority

55. Nothing in this Agreement shall be construed as delegating to the Operations Manager powers or authority of the Board, which are not subject to delegation by the Board under applicable law.

Compliance with Law

56. The parties to this Agreement agree to comply with all applicable laws and regulations.

Good Faith

57. The parties hereto must act in good faith at all times. The obligation of a party to this Agreement to deal with another party in good faith is an obligation to make genuine endeavours to put this agreement into effect and to:
    • genuinely attempt to find a mutually acceptable solution, and
    • take account of the other party’s interests without being obliged to put those interests before its own.
58. For the purpose of this clause, ‘Good Faith’ is defined as ‘the general presumption that the parties to this contract will deal with each other honestly, fairly, and in good faith, so as to not destroy the right of the other party or parties to receive the benefits of the contract’. ‘Good Faith’ shall at all times be considered to be a key and tangible element and philosophy of this agreement.

Counterparts

59. This Agreement may be digitally or facsimile signed and in counterparts, each of which together shall be deemed one and the same document. Date of signing shall be deemed to be the date on which the second party has signed and the second party shall insert the date below.

The parties have signed this Agreement on the          day of                                  2018

HARLEY STREET MEDICAL CENTER:

By the duly authorized Board Member and Manager

Rakan jaber al Musallem…………………………………………

By the duly authorized Board Member

Fahad hamad almana…………………………………………

HEADQUARTERS PIONEER HEALTHCARE GROUP:

Executed by the Chairman/CEO

Hesham Zaki…………………………………………

Executed by the Director Business Development

Tim Tomlinson………………………………………..