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Attachment 2
COOPERATION AGREEMENT
Regarding
Endoscopic Training Center (ETC)
between
and
________________________________________
(hereafter referred to as ”CENTER”)
Preamble:
WHEREAS, the named above wish to cooperate in the realization an maintenance of an
”ENDOSCOPIC TRAINING CENTER” (herinafter ”ETC”) in ____________ where research
and practical training in the area of endoscopic surgery shall be provided to interested
medical doctors, nurses and other medical personnel (hereinafter ”Users”).
WHEREAS, XXX provides endoscopic instruments of its own manufacture to the ETC as
well as basic instructions and in-training for ETC personnel and Users.
WHEREAS, the CENTER provides the necessary infrastructure to the ETC such as
premises and personnel as well as scientific research support.
WHEREAS, the parties wish to define their mutual rights and obligations with regard to the
functioning of the ETC by the terms of this Agreement.
NOW, THEREFORE, the parties agree as follows:
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ARTICLE 1: SETTING UP OF AN ”ETC”
1.1
Both parties shall, to the best of their abilities, cooperate in developing minimal
invasive surgery techniques by utilizing and promoting endoscopic treatment methods
in the here above-mentioned ETC.
1.2
To this effect, they shall work closely together for making available to medical doctors,
nurses and other medical persons, an ETC equipped with adequate schooling and
training facilities for all endoscopic treatments mentioned in Attachment 1 (hereinafter
”Exclusive Treatments”). By mutual agreement, the list of Exclusive treatments
covered by the ETC may be amended and/or changed at any time. If deemed useful,
the parties shall execute a revised form of Attachment 1.
1.3
The ETC shall organize medical and endoscopic workshops. It shall assist Users and
potential Users in the most general manner to become acquainted with and improve
their knowledge on Exclusive Treatments with XXX endoscopes and other XXX
instruments.
1.4
XXX and the CENTER shall each appoint one or more persons responsible for the
work of the ETC (hereinafter ”ETC Supervising Body”). The ETC Supervising Body
shall supervise the activities of the ETC and shall make all efforts to jointly optimize the
goals of the parties involved.
ARTICLE 2: CONTRIBUTIONS BY THE PARTIES
Subject to the general terms and conditions of this Agreement, XXX’ contributions to
the ETC shall consist of the following:
2.1

assisting the CENTER in procuring the instruments at subsidized prices.

organizing with the assistance of its local representative(s) and employee(s)
consultation service for correct selection of endoscopic instruments and
equipment as well as for training medical personnel on how to properly store, use,
sterilize and maintain endoscopic instruments and equipment.

making available at the discretion of XXX any additional equipment required to
conduct training programs/workshops.
Subject to the general terms and conditions of this Agreement, the CENTER’s
contributions shall be the following:
o

making available, free of charge, necessary infrastructure (personnel and premises)
to the ETC for organizing and performing, on a continuous basis, all activities
mentioned in Article 1.2 and 1.3 above. In particular, this includes the duty to make
available to the ETC sufficient manpower, a permanent showroom, a training center,
a liaison person for congresses, and, from time to time, operation facilities for
conducting workshops, or a congress hall for making conferences and seminars;

day to day supervision of the ETC staff according to directions received from the ETC
Supervising Body;
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
assisting the ETC staff scientifically by providing specialists of high qualifications to
conduct courses, training, workshops, seminars, congresses and the like at the ETC;

offering to XXX participation of specialists designated by XXX in all the activities
organized by the CENTER;

supervising the safe and proper storage and care by ETC personnel of XXX
instruments and equipment provided to the ETC;

safeguarding that operation and training methods at the ETC are performed in strict
conformity with national legislation and safety regulations applicable to the existing
law of India;

to conduct training for times a year with max. 10 participants out of which 80 %
should be undergoing training for the first time.
ARTICLE 3: EXCLUSIVITY
o
During the lifetime of this Agreement, the CENTER and the ETC commit themselves
not to use, in the field of Exclusive Treatments, endoscopes or medical instruments
other than manufactured by XXX.
o
The CENTER and the ETC also commit themselves to solely demonstrate and
recommend to Users equipment of XXX.
ARTICLE 4: TERM
o
This Agreement comes into effect upon signing by both parties for an initial period of
_____ years.
o
Upon the end of the initial period and thereafter, this Agreement shall renew
automatically for an additional one (1) year period, unless it is terminated by either
party by giving at least 6 months written advance notice to the other party by
registered mail or confirmed telefax.
o
Notwithstanding Art. 4.1 and 4.2 hereinabove, this Agreement may be terminated by
written notice of one party with immediate effect and without observing any notice
periods, if:


one party commits a material breach of this Agreement amounting to valid
reasons for immediate terminations;
the ability to perform the obligations of one party under this Agreement is
endangered or becomes unreasonable due to financial difficulties of one of the
parties, as a result of force majeure, or for political and economical changes in
the country where the ETC is located
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ARTICLE 5: LIABILITY
o
Each party shall be personally liable for its contributions to the ETC and for its duties
defined in this Agreement.
o
XXX shall, however, not be liable for any damage created to third parties because of
improper use of XXX devices by the CENTER, by ETC staff, or by any USER, or
because of faulty advice or incorrect training by any of the aforementioned parties.
ARTICLE 6: MISCELLANEOUS
o
Without prior written consent of the other party, this Agreement as a whole or in part
shall not be assigned or transferred.
o
If any part of this Agreement should be invalid in any jurisdiction under applicable law,
the legality and enforceability of the remaining parts thereof shall not in any way be
affected or impaired thereby.
o
This Agreement contains the entire mutual consent between the parties with respect
to its subject matter and supercedes all prior agreement and undertakings between
the parties in connection with it.
o
The parties must mutually agree upon all publicity, information, programs, posters
and audio-visual material concerning the ETC. XXX reserves the right to mention the
ETC on its list of Referral Centers.
ARTICLE 7: GOVERNING LAW / ARBITRATION CLAUSE
o
This Agreement and all agreements ensuing there from shall be subject to, construed
in compliance with, and interpreted according to the Indian laws.
o
All disputes arising out of or in connection with this Agreement and any agreements
ensuing there from including disputes on the conclusion, binding effect, amendment
and termination of this Agreement, or of any ensuing agreements, shall be resolved
to the exclusion of the ordinary courts of ___________________________.
The Arbitration proceeding shall be held in ___________________________.
Made in two (2) copies, each party declares to have received one copy.
_________________________________
___________________________
KARL XXX GmbH & Co.KG,Tuttlingen Endoscopic Training Center (ETC)
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ATTACHMENT 3: Exemplary Training Program
”Hands-on” Basic Training Course
Course Faculty:
National & international faculty with expertise in
Minimally invasive Gynaecology & Surgery.
in
Minimally Invasive Gynaecology (MIG)
at
________ Hospital in _____________
by
ETC
Training Dates:
April ________, 2005
July ________, 2005
October _______, 2005
Organizer and Sponsor:
KARL XXX GmbH & Co.KG
A certificate will be issued by the ETC.
Course Director:
Dr. __________________
For inquiries please contact:
________________
________________
Phone: ________________
Fax: __________________
Aimed at:
Consultant Gynaecologists, Practising Gynaecologists,
Registrars and Post-graduates with little or no
experience in video-endoscopy.
Course objectives:

To improve knowledge of anatomical and
surgical principles of gynaecological surgery.

To develop & enhance surgical skills in videoendoscopic surgery (laparoscopic &
hysteroscopic) and vaginal surgery.

To enable easier transference of the acquired
endoscopic skills to clinical situations.

To facilitate use of minimally invasive
techniques for management of gynaecological
diseases.
Course contents:

Surgical anatomy of the pelvis.

Basic surgical techniques and elctro-surgical
principles.

Principles of minimally invasive gynaecology
including hand-eye-coordination in videolaparoscopy & video-hysteroscopy with
practical exercises.

Equipment, instrumentation & documentation.

Clinical techniques & applications of MIG.

Endosuturing techniques.
Teaching style:

Individualised ”hands-on” Pelvi-Trainer &
Hystero-Trainer simulator sessions for each
participant.

Extensive independent practising facilities with
personalised training.

Laparoscopic & hysteroscopic dissection on
animate tissue.

Simulated hands-on experience in specific
laparoscopic & hysteroscopic procedures.

Didactic lectures using video & slide
presentations.

Informal discussion groups & interactive
sessions.

Observing & assisting in surgery from within
the operating room.
Fees:
________________________
Venue:
________________________
Closing date for application exactly one month before
the first day of the respective course.
Places on the courses will be allocated after the closing
date for applications and will ordinarily be on a firstcome-first-served basis.
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ATTACHMENT 3: Exemplary Course Schedule
Day 1:
Lectures and Hands-on Endotraining
at the ETC in ________________________
08.30-09.30
09.00-10.00
10.00-11.00
11.00-11.30
11.30-12.30
12.30-01.30
01.30-04.30
Day 2:
Introduction to the course & minimally invasive gynaecology
Instrumentation & documentation
Safe use of electrosurgery
Coffee break
Simple hand-eye-coordination exercises on Pelvi-Trainer and HysteroTrainer
Lunch
Principles of basic surgical techniques including knotting and suturing
skills
Lectures and Hands-on Endotraining
at the ETC in ________________________
08.00-09.00
09.00-10.00
10.00-11.00
05.00-07.00
Surgical anatomy of the pelvis
Hysteroscopy in clinical situations
Principles of minimally invasive gynaecology and transferring learnt skills
to surgical practice
Coffee break
Practical hands-on endotraining and endosuturing
with 1 hour break for lunch
Complications of laparoscopic / hysteroscopic surgeries
Day 3:
Operating Theatre Sessions
11.00-11.30
11.30-05.00
at _________________ hospital in ____________________.
09.30 onwards
In the operating theatre with interactive sessions, demonstrating basic
and various surgical video-laparoscopic, video-hysteroscopic and vaginal
techniques (the variety being subject to availability of cases).
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ATTACHMENT 3: List of ETCs and their Equipment
Name of
Doctor
Place
Medical
Field
Available KARL XXX Equipment
Endotrainer
Units
(camera,
monitor,
light
source,
insuffl.,
pump,
HF-unit)
Telescopes
Trocars
Instruments
Add.
Instruments
Telemed.
Equipment
Dr.
Dr.
Dr.
Dr.
Dr.
India
India
India
India
India
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Dr.
Malaysia
X
X
X
X
X
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ATTACHMENT 4: Time Schedule
Name of Doctor
Place
Will be equipped until end of
Dr.
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ATTACHMENT 5: Confirmation
We hereby confirm that, as part of the PPP measure "Expansion of training capacity in
existing endoscopic training centers (ETCs), as well as the foundation of new ETCs in order
to enable a larger number of Indian doctors to be trained in minimally invasive surgery in
India", we have made the contractually agreed contribution in the scope defined below:
a) Creation of suitable training capacity in new ETCs and expansion of training capacity in
existing ETCs by providing the necessary training equipment/instruments at subsidized
prices.
b) Conclusion of cooperation agreements with the sponsored ETCs as per attachment 2.
c) Development of training schedules.
d) Implementation of at least three training courses in minimally invasive surgery per year
at each training center with a maximum of 10 participants (1st interim report).
e) Concluding report with information on the continuation of the program (final report).
________________________
Company
________________________
Place and date
________________________
Signature
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