Business Partnership Agreement (Partnership between International Medical Coordinator and Medical Institution) + Sample Individual Agreement

[Inbound / Medical Tourism / Medical Tourism]
[Business Partnership Agreement (Partnership between International Medical Coordinator and Medical Institution) + Sample Individual Contract]

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★【Inbound: "Medical Institutions" and "International Medical Coordinators" in Medical Tourism】
The purpose of this business partnership agreement is for Party A (medical institution) that accepts international patients and Party B (international medical coordinator) to form a business partnership and provide medical services to international patients.

★ [Reference information for medical institutions and medical coordinators (Ministry of Economy, Trade and Industry)]
The following Ministry of Economy, Trade and Industry website provides reference information for medical institutions and medical coordinators.

Reference (Ministry of Economy, Trade and Industry website): Healthcare Industry > International Expansion of Medical Care and Nursing > Support for Accepting Overseas Patients (Inbound)
https://www.meti.go.jp/policy/mono_info_service/healthcare/kokusaitenkai/inbound.html

★【Guarantor for Medical Stay Visa】
When foreign patients and their companions apply for a "medical stay visa," they must be guaranteed by a Japanese international medical coordinator or travel agency.
In order to act as a guarantor, a Japanese "international medical coordinator" or travel agency must be registered as a "guarantor organization."

Reference (Ministry of Foreign Affairs website): Notice regarding registration of guarantor organizations for medical stay visas
https://www.mofa.go.jp/mofaj/toko/visa/medical/oshirase1102.html

→When applying for registration as a "guarantor organization," you will be required to submit a "copy of a partnership agreement or other document showing the partnership regarding the acceptance of foreign patients, etc., into domestic medical institutions."
This contract applies to this.

★A sample of the "Individual Contract" is also included at the end.

★Our office reference website (e-course on contract drafting)
Business partnership agreement
http://keiyaku.info/gouben01.html
Inbound: Medical Tourism Contracts
http://keiyaku.info/tourism_medical01.html

★ Clauses included in the "Business Partnership Agreement (Partnership between International Medical Coordinators and Medical Institutions) + Sample Individual Agreement"
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Article 1 (Purpose of Business Alliance)
This defines the purpose of the business partnership. (Please change this purpose section to reflect the purpose of the contract.)

Article 2 (Business content)
The division of responsibilities and scope of work for each contracting party will be clarified.

The following tasks are listed here as the tasks that Party A (medical institution) will be responsible for.
(1) "Work related to inquiries and acceptance decisions"
(2) "Preparation and procedures before coming to Japan"
(3) "In-hospital coordination duties during your visit to Japan"
(4) "Duties related to medical treatment during your stay in Japan"

The following tasks are listed here as the responsibilities of Position B (International Medical Coordinator).
(1) "Medical matching services"
(2) "Support for obtaining a medical stay visa"
(3) "Business related to payment agency services"
(4) "Medical interpreter/general interpreter dispatch services"
(5) "Airport pick-up and drop-off services"
(6) "Business related to arranging accommodation and transportation"
(7) "Other optional arrangements"
(8) "24-hour call center service"
(9) "Services related to liaison with Patients"

Paragraph 4 states, "Party B (medical coordinator) may, if necessary, request other international medical exchange coordinators and travel agencies registered as guarantor organizations to carry out work related to support for obtaining a medical stay visa, provided that prior consent is obtained from Party A (medical institution)."
→If Party B is not registered as a "guarantor organization," it will be necessary to request assistance with obtaining a medical stay visa from another guarantor organization.
→If Party B is registered as a "guarantor agency," Section 4 is unnecessary and should be deleted.

Article 3 (Individual Contract)
In business partnership agreements, it is useful to stipulate in the basic agreement the basic terms and conditions that apply to general clauses and other individual agreements, and to prepare "individual agreements" as necessary.
→ Individual contracts specify specific individual matters. (For example, when Party A or Party B entrusts the other party with specific individual work.)
→ In addition, if the individual contract contains provisions that differ from this Agreement, the individual contract shall, in principle, take precedence over this Agreement.
→Of course, it is possible to stipulate that "this contract takes precedence," but since it is more flexible to set out provisions in individual contracts that are tailored to the actual circumstances of each business, it is common to give priority to individual contracts, as in this proposal.

Article 4 (Handling of medical expenses received from patients)
This document stipulates how the parties will handle medical fees, etc. received from patients, as well as how cancellation fees will be handled if a patient cancels treatment (including tests and hospitalization necessary for treatment).

→It is assumed that Party B will provide the "services related to payment agency services" set forth in Article 2, Paragraph 2, Item 3.

→In addition to the estimated cost of treatment, we will request a deposit (security deposit) from the patient as an advance payment.

→ Party A will settle the actual medical expenses, etc. with Party B when the patient is discharged from the hospital (or while the patient is hospitalized, if necessary), and if the amount of the medical expenses, etc. is lower than the advance payment, Party A will pay the difference to Party B, and if the amount is higher than the advance payment, Party A will bill Party B for the difference.

→ Party B will claim and receive its own compensation directly from the patient, separate from the medical expenses etc. paid to Party A.

Article 5 (demarcation of responsibility, autonomy and independence)
Clause 1: Party A and Party B will be responsible for the work they are responsible for.
Section 2: This section covers the direction, supervision, and orders given to workers dispatched to other parties. (If you leave the direction, supervision, and orders given to workers dispatched to other parties to the other parties, you may be considered a "labor dispatch business.")
[Reference] Ministry of Health, Labour and Welfare: The necessity of distinguishing between worker dispatch and contract work (pdf file)
http://www.mhlw.go.jp/bunya/koyou/dl/tekisei_0002.pdf
Clause 3: The parties to the contract confirm that they will not be involved in the management of the other party.
→This business partnership is based on a contract. (Business partnerships can take various forms, and they may also involve the joint establishment of an association or company.)

Article 6 (Consideration for patients and society, maintaining trust)
Such clauses are included to prevent the parties to a contract from damaging each other's trust.

Article 7 (Confidentiality)
Through business partnerships, we may learn of each other's confidential information, so we will also establish confidentiality rules.
The information that must be kept confidential is defined as "information designated as confidential by the other party."

Article 8 (Handling of Personal Information)
This clause concerns the handling of personal information (including patient information).
→ Paragraph 1: Please delete the phrase ", and the privacy policy separately established by Party A and Party B" if no such privacy policy has been separately established.
Also, if you have separately defined the terms under the title "Personal Information Protection Policy" instead of "Privacy Policy," please change the wording of "Privacy Policy" to "Personal Information Protection Policy."

★Reference: Personal Information Protection Commission
http://www.ppc.go.jp/

Article 9 (Prohibition of Transfer of Rights and Obligations)
Under the Civil Code, claims are generally transferable (except for non-transferable claims that are personal).
However, the parties to the contract can prohibit the assignment of claims by such a special clause prohibiting assignment (however, such a special clause cannot be asserted against a bona fide third party who is unaware of its existence).
In addition, the transfer of contractual status requires the agreement of three parties: both parties to the contract and the transferee of the status.

Article 10 (Compensation for damages)
The red text limits the scope of compensation.
(Keep or delete all or part of it as needed.)

★Alternative example 1 of Article 10: We also provide an example of a normal regulation that ensures fairness between Party A and Party B.
★Alternative example 2 of Article 10: There is also an example of a provision imposing heavier compensation obligations on both parties.

→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party B is unable to carry out Business B, this will be a default on Party B's part. In this case, the profits Party A would have gained if Party B had carried out Business B are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
If Party A is forced to make expenditures because Party B has not fulfilled the contract as per the agreement, then Party A has incurred "expenses that would not have been incurred if the contract had been fulfilled."

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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Article 11 (Force majeure exemption)
This provision covers exemptions from liability in the event that performance of this contract becomes impossible due to natural disasters, etc.

Article 12 (Validity Period of this Agreement)
Paragraph 1: When entering into a business partnership, it is usually not possible to not specify a term. When specifying a term, you must clearly define the term and at the same time be mindful of how to handle the contract after it expires. In this case, the contract is automatically renewed.

Paragraph 2 provides for cases in which mid-term termination is permitted.

Article 13 (Termination of Contract)
This clause stipulates the contractual right to terminate the contract and also provides for the claim for damages. Under the Civil Code, the right to terminate arises if the other party fails to fulfill its contractual obligations (statutory right to terminate, Civil Code Articles 541 and 543). In addition to the statutory right to terminate, this clause adds grounds for termination by contract (items 1 to 13) and provides for termination without notice.

Article 14 (Governing Law, Matters to be Discussed, Jurisdiction)
Paragraph 3: "XX District Court or XX Summary Court" can also be written as, for example, "The district court or summary court with jurisdiction over the location of Party A's head office" or "The district court or summary court with jurisdiction over the location of the plaintiff's head office."

★ Clauses included in the "Individual Business Partnership Agreement (Sample)"
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Article 1 (Purpose of the Individual Contract)
Article 2 (Location, period, method)
Article 3 (Compensation)
Article 4 (Validity Period)
Article 5 (Handling of matters not stipulated in the individual contract)
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* Includes annotations and comments. WORD file format, so you can customize it however you like.
★We also accept customization on our side (separate quote required).

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