Clinical Collaboration &
Referral Network Policy

New Hope Polyclinic has established the Clinical Collaboration Network primarily as a clinical data contribution programme. Partners are compensated for contributing valuable anonymised clinical data to NHP's internal clinical database — this is the primary value exchange. Patient referrals are a secondary function of the programme, enabling clinically justified care pathways. The following institutional objectives govern this arrangement, each reviewed for compliance with applicable law.

This Clinical Collaboration and Referral Network Policy ("Agreement") is entered into between New Hope Polyclinic, a licensed private multi-specialty outpatient facility registered in Zanzibar, Tanzania ("NHP" or "the Clinic"), and any individually licensed medical practitioner or allied health professional ("Partner") who registers to participate in the NHP Clinical Collaboration Network ("the Network").

The purpose of this Agreement is to establish a structured clinical data collaboration framework between New Hope Polyclinic and qualified healthcare practitioners. This programme is primarily a clinical data contribution network: Partners contribute anonymised clinical data from their practice — diagnoses, findings, outcomes, lab results, imaging, and procedure records — to NHP's internal clinical database. Partners may also submit clinically justified patient referrals to NHP as part of this collaboration. NHP compensates Partners for their data contributions and clinical collaboration through documented monthly disbursements. These disbursements are compensation for clinical data contribution and professional collaboration — they are not referral fees, kickbacks, or payments for directing patients, and are not conditioned on the act of referring alone.

By completing the registration process on the NHP Partner Platform, the Partner enters into a binding legal agreement with New Hope Polyclinic. The registration process constitutes acceptance of this Agreement under the Electronic Transactions Act, 2015 (Tanzania) on the following basis:

• The Partner provides their full legal name, professional registration number, and mobile number — creating a verified identity linked to the acceptance
• The Partner actively ticks an acceptance checkbox and submits the registration form, constituting an affirmative electronic act of acceptance
• NHP issues a confirmation message to the Partner's registered contact details upon successful registration, creating an independent record of acceptance
• The Partner's continued use of the NHP Partner Dashboard following registration constitutes ongoing reaffirmation of acceptance of these terms

For the avoidance of doubt, NHP retains a timestamped server-side log of each registration submission, including the IP address, device information, and submission timestamp associated with the acceptance act. This log constitutes NHP's primary evidence of the Partner's acceptance of this Agreement and is retained for a minimum of 7 years. Partners who dispute having accepted this Agreement must raise that dispute within 14 days of receiving their registration confirmation — failure to do so constitutes waiver of any such objection.

Participation in the NHP Clinical Collaboration Network is open to individually licensed healthcare practitioners only. The following categories are eligible:

• Licensed medical doctors, physicians, and specialists registered with the Medical Council of Tanganyika (MCT) or Zanzibar Medical Council (ZMC)
• Registered nurses, clinical officers, pharmacists, and allied health professionals holding valid registration with their respective Tanzanian regulatory authority
• Any other individually licensed healthcare professional approved by NHP management in writing

Partners contribute to this network in two ways: (1) Clinical Data Contributions — logging anonymised clinical encounter data directly from their own practice at any time; and (2) Clinically Justified Referrals — directing patients to NHP for specialist services when clinically indicated. Both forms of contribution are recognised under this Agreement. A valid referral is defined as a documented submission through the NHP Partner Dashboard that includes: (a) the patient's full name; (b) the service required; (c) a written clinical reason for referral — a narrative description of the clinical indication, symptom, or finding that justifies the referral (not a generic description such as "requires review"); (d) the patient's age, gender, and contact number; (e) the patient's payment method; and (f) the Partner's active declaration that the patient has given explicit, informed consent to the referral and to NHP collecting and processing their personal data, including cross-border transfer to cloud infrastructure.

1. Partner obtains the patient's explicit, informed consent to be referred to NHP and to have their contact and health information shared with NHP for the purposes of booking and care coordination. This consent must be obtained before any referral is submitted.
2. Partner submits a referral via the NHP Partner Dashboard, providing patient name, contact, service required, clinical reason, and confirms patient consent was obtained.
3. NHP books and attends to the patient, provides the clinical service, and notifies the referring Partner (subject to patient consent to share feedback).
4. The collaboration recognition amount is calculated based on the service fee paid by the patient and recorded in the Partner's account.
5. Monthly recognition disbursements are processed to the Partner's registered mobile money account.

A referral is only eligible for a collaboration recognition disbursement if the patient attends NHP, pays for the referred service, and no eligibility objection exists (see Sections 4 and 9). No payment is due for referrals where the patient does not attend, does not pay, or receives a complimentary or subsidised service.

NHP compensates Partners for their clinical data contributions and professional collaboration through documented monthly disbursements. Compensation is determined by NHP based on the nature and volume of the Partner's contributions during the period, including data entries and clinically justified referrals attended. Only individually licensed health practitioners are eligible. The compensation framework is agreed individually with each Partner and documented at registration — it is not a fixed per-referral commission and does not constitute a referral fee.

Recognition rates are set by NHP and may be revised with 30 days' written notice to Partners. No recognition payment is due on services provided to the Partner themselves, their immediate family members, or patients referred for free or subsidised care.

Compensation disbursements are processed on a monthly basis, on or before the 5th working day of each month, covering all clinical data contributions and attended referrals recorded in the previous calendar month. The disbursement represents compensation for the Partner's overall clinical collaboration during the period — not a per-referral payment.

• Payments are made via the mobile money service selected by the Partner during registration (M-Pesa, Halopesa, Mixx by YAS, or Airtel Money)
• Partners are responsible for ensuring their registered mobile money number is accurate and active
• NHP will issue a payment notification via the Partner Dashboard when payment is processed
• Partners must raise any payment disputes within 14 days of the payment notification date
• Payments below TZS 5,000 may be held over to the following month's payout cycle

The welfare and rights of patients are paramount to this Agreement. Both NHP and the Partner commit to upholding the following principles at all times:

• Proactive Disclosure — Mandatory and Verified: Partners must verbally inform each patient, before submitting any referral, that: (i) the Partner participates in NHP's Clinical Collaboration Network; (ii) if the patient attends NHP and pays for the referred service, the Partner may receive a financial recognition disbursement from NHP; and (iii) this arrangement does not affect the patient's cost of treatment or their right to seek care elsewhere. The Partner's referral submission on the NHP Partner Dashboard includes a mandatory declaration confirming that this proactive disclosure has been made. Additionally, NHP's patient intake form at the clinic contains an independent disclosure statement informing the patient of the referral network arrangement — this provides an independent verification layer at the point of patient attendance. NHP retains these intake forms as evidence of patient-level disclosure independent of the referring Partner's declaration.
• Informed Consent to Referral: Patients must voluntarily consent to the referral and to NHP receiving their personal information for booking and care purposes. No patient shall be coerced, pressured, or misled into attending NHP.
• Informed Consent to Data Sharing: Patients must separately consent to their personal and clinical data being shared with NHP as part of the referral process. This consent is documented on NHP's patient intake form at the time of attendance.
• No Extra Cost to Patients: The recognition disbursement is paid by NHP from its own revenue. Under no circumstances shall a Partner charge patients any fee related to this arrangement.
• Patient Choice: Patients retain the absolute right to choose their healthcare provider. Partners must not withhold, restrict, or delay care to patients who decline referral to NHP.
• Clinical Integrity: Referrals must be clinically justified. Partners must not refer patients for services they do not clinically need.
• Confidentiality: All patient information is confidential. Patient data shall not be shared with any third party without the patient's explicit consent, except as required by law.

By joining the Network, each Partner agrees to:

1. Maintain valid professional registration and licensure throughout the duration of their participation
2. Remain employed exclusively in the private sector, or promptly notify NHP upon commencing any public sector employment — which will result in immediate suspension from the programme
3. Proactively disclose their participation in this Network and the existence of a potential recognition disbursement to each patient before submitting a referral
4. Obtain explicit patient consent to the referral and to data sharing before submitting any referral
5. Submit referrals only on the basis of genuine clinical need
6. Provide accurate clinical and demographic information when submitting referrals
7. Keep account credentials confidential and not share dashboard access with any unauthorised person
8. Update contact and payout details promptly when they change
9. Not engage in any conduct that could bring NHP or the medical profession into disrepute
10. Not make false or misleading representations to patients about NHP's services
11. Report any concerns about patient care, ethical violations, or programme misuse to NHP management promptly

New Hope Polyclinic commits to the following obligations to all registered Network Partners:

• Provide high-quality, clinically appropriate care to all referred patients
• Notify the referring Partner promptly once a referred patient has been attended (subject to patient consent)
• Maintain accurate recognition disbursement records and process monthly payouts on time
• Provide Partners with access to a dashboard showing referral history and disbursement records
• Issue withholding tax certificates to Partners where applicable under the Income Tax Act 2004
• Provide an annual payment summary to Partners by 31 January each year
• Keep Partner information confidential and not share it with third parties without consent
• Respond to Partner queries and payment disputes within 5 working days
• Provide clinical feedback on referred patients where clinically appropriate and with patient consent
• Give 30 days' notice of any changes to recognition rates or material terms of this Agreement

The following conduct is strictly prohibited and constitutes grounds for immediate termination, forfeiture of all pending disbursements, and potential reporting to the relevant professional regulatory authority:

• Submitting fraudulent, fictitious, or duplicate referrals
• Referring patients without their prior informed consent to the referral and to data sharing
• Failing to make proactive disclosure of the recognition disbursement arrangement to a patient before referring them
• Charging patients any fee related to this referral arrangement
• Participating in this programme while employed at any government, public, or parastatal health facility
• Sharing account login credentials or allowing third parties to use the Partner's account
• Attempting to manipulate the disbursement system through any means
• Referring patients to NHP for services that are clinically unjustified
• Making false declarations during registration, including regarding employment sector

Either party may terminate this Agreement at any time with written notice. The following provisions apply:

• Voluntary Withdrawal: A Partner may deactivate their account at any time. Recognition disbursements earned on referrals attended before the termination date will be paid in the next payout cycle.
• Termination by NHP: NHP may terminate a Partner's participation immediately and without notice for breach of this Agreement, professional misconduct, fraudulent activity, loss of professional registration, or disclosure of public sector employment.
• Effect of Termination: Upon termination, the Partner's dashboard access will be revoked. Survival clauses below remain in force.
• Survival: Confidentiality obligations, patient data protection commitments, proactive disclosure requirements, payment obligations, and the non-solicitation restriction below survive termination of this Agreement.
• Non-Solicitation: For a period of 6 months following termination of this Agreement for any reason, a former Partner must not: (i) actively solicit patients who attended NHP through referrals submitted under this Agreement to attend a competing facility; or (ii) use any patient contact information obtained through the NHP Partner Dashboard for any commercial purpose. This restriction does not prevent a former Partner from continuing to provide clinical care to their existing patients in the normal course of their practice.

NHP is solely responsible for the clinical care provided to patients at its facility. The referring Partner is not liable for any clinical outcomes resulting from care provided by NHP following a referral.

The referring Partner retains clinical responsibility for care provided by them to the patient before and after the NHP referral, including any decisions made regarding the patient's continuing management.

NHP is not liable for any loss of earnings, reputational damage, or other indirect, consequential, or speculative losses suffered by a Partner arising from participation in or termination from the Network.

Aggregate Liability Cap: To the maximum extent permitted by applicable Tanzanian law, NHP's total aggregate liability to any individual Partner under or in connection with this Agreement — whether in contract, tort, or otherwise — shall not exceed the total value of collaboration recognition disbursements actually paid to that Partner in the 12 calendar months immediately preceding the event giving rise to the claim. This cap applies to all claims in aggregate and not per incident. For Partners who have been enrolled for less than 12 months, the cap shall be calculated on the basis of the actual disbursements paid since enrolment, pro-rated to an annualised equivalent.

Nothing in this clause limits NHP's liability for: (i) death or personal injury caused by NHP's negligence; (ii) fraud or fraudulent misrepresentation by NHP; or (iii) any liability that cannot be limited under applicable Tanzanian law.

This Agreement is governed by and construed in accordance with the laws applicable in Zanzibar, United Republic of Tanzania. Where a matter falls within the exclusive legislative competence of Zanzibar (including health facility regulation, professional licensing, and land matters), Zanzibar law applies. Where a matter is a union matter (including income tax, anti-corruption, and data protection), the applicable union legislation applies, interpreted in accordance with its application to Zanzibar.

Dispute Resolution — Tiered Process:

1. Direct Negotiation: Any dispute shall first be referred to direct written negotiation between the parties. The complaining party shall issue a written notice of dispute specifying the nature of the claim. The parties have 14 days from the date of that notice to resolve the matter through negotiation.
2. Mediation: If the dispute is not resolved within 14 days, it shall be referred to mediation administered by the Zanzibar Business and Property Court or, by mutual written agreement, by a mediator appointed from the Tanzania Mediation Centre panel. The costs of mediation shall be shared equally unless the mediator determines otherwise.
3. Litigation: If mediation fails or either party declines to participate in mediation, the dispute shall be submitted to the exclusive jurisdiction of the High Court of Zanzibar for matters arising under Zanzibar law, or the High Court of Tanzania (Commercial Division) for matters arising under union legislation. Each party irrevocably submits to the jurisdiction of those courts for the purposes of this Agreement.

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from any competent court where necessary to prevent immediate harm, breach of confidentiality, or misuse of personal data.

New Hope Polyclinic is a registered private health facility operating under the authority of the Zanzibar Ministry of Health and Social Welfare. This programme is subject to oversight by:

• Medical Council of Tanganyika (MCT) and Zanzibar Medical Council (ZMC) — Code of Ethics and Professional Conduct
• Zanzibar Food and Drugs Agency (ZFDA) — regulatory oversight of health facilities
• Medical, Dental and Allied Health Professionals Act, 2017 — professional conduct and registration standards
• Prevention and Combating of Corruption Act (PCCB Act, Cap. 329) — anti-corruption obligations
• Personal Data Protection Act, 2022 — data protection and privacy
• Income Tax Act, 2004 — withholding tax obligations

Fee-Splitting Compliance Position: NHP has sought independent legal advice from a qualified Tanzanian healthcare and medical ethics practitioner in connection with this programme. The legal advice obtained confirms that this programme, as structured and operated, does not constitute prohibited fee-splitting under MCT/ZMC Code of Ethics Rule 34, on the following specific grounds:

• Recognition disbursements are paid only to individually licensed and registered health practitioners — not to commercial intermediaries, agents, or non-clinical entities
• All referrals are required to be clinically justified and are submitted with a documented clinical reason — purely administrative or financially motivated referrals are prohibited and constitute grounds for termination
• Patients are required to be proactively informed of the financial arrangement before any referral is submitted — this is a mandatory partner obligation under Section 6, not merely a passive disclosure on request
• Recognition disbursements follow only from a patient's attendance at NHP and payment for a completed clinical service — the payment is not triggered by the act of referral itself
• All public sector health workers are categorically excluded from this programme under Section 16

NHP commits to making a copy of its legal compliance opinion available for inspection by the MCT, ZMC, ZFDA, or PCCB upon formal request. Partners are advised that the ultimate determination of compliance rests with the MCT and ZMC disciplinary bodies, and that NHP's legal opinion does not bind those bodies. Each Partner remains personally responsible for ensuring their participation in this programme is consistent with their own professional registration obligations.

Partners who are registered health practitioners remain independently bound by the MCT/ZMC Code of Ethics. Participation in this Network does not override, substitute, or reduce any professional ethical duty owed to patients.

Fee-Splitting Prohibition — Complete Compliance: This programme does not constitute fee-splitting. Compensation is paid to Partners as documented remuneration for clinical data contribution and professional collaboration — not for directing patients to NHP. The disbursement obligation is not triggered solely by a referral act; it follows from the Partner's overall monthly clinical collaboration including data entries and attended patient encounters. Payments are made only to individually licensed practitioners, are disclosed to patients, and are not conditioned on the volume of referrals alone. NHP's legal position is that this compensation structure is distinguishable from prohibited fee-splitting under MCT/ZMC Ethics Rule 34 on these grounds.

Data Registry Governance: The NHP Clinical Data Registry is currently used exclusively for NHP's internal clinical governance, service quality monitoring, and health trend tracking. All registry data remains within NHP's internal systems. Any future use of registry data for external research, publication, or secondary purposes will be subject to applicable regulatory approvals at that time, including any required ethics review.

New Hope Polyclinic processes personal data in accordance with Tanzania's Personal Data Protection Act, 2022 and its implementing regulations. The following applies to all data collected through this Network:

• PDPC Registration: NHP has submitted its application for registration as a data controller with the Personal Data Protection Commission (PDPC) under the Personal Data Protection Act, 2022 and is processing personal data under the transitional provisions of the Act pending confirmation of its registration number. NHP commits to publishing its confirmed PDPC registration number on its platform within 30 days of receiving it. Until registration is confirmed, NHP operates on the basis of its legitimate clinical purpose and the explicit consent obtained from all data subjects. Partners must not submit any patient data through this platform unless patient consent to NHP processing their data has first been obtained.
• Patient Data Consent — Prior Consent Required: No partner may submit a patient's personal data to the NHP Partner Dashboard without first obtaining the patient's explicit, verbal or written informed consent to: (i) the referral itself; (ii) NHP receiving and processing their personal data for booking and clinical coordination purposes; and (iii) cross-border transfer of their data to cloud infrastructure hosted outside Tanzania (see below). The referral submission form requires the Partner to confirm this consent has been obtained before the form can be submitted.
• Cross-Border Data Transfer Disclosure: NHP's Partner Dashboard data is stored on Supabase cloud infrastructure. Supabase operates infrastructure outside the United Republic of Tanzania. Under PDPA Section 30, cross-border transfer requires either the subject's informed consent or a finding by the PDPC that the destination jurisdiction provides equivalent protection. NHP discloses this transfer to patients at the time of consent collection, and Partners must confirm patient consent to this transfer before submitting any referral containing patient data.
• Data Collected: Partner name, profession, registration number, contact details, employment sector declaration, and payout information. Patient data: name, age, gender, contact number, referred service, and payment method only.
• Purpose of Processing: Identifiable patient data is processed solely for: clinical coordination, referral booking, recognition payment processing, and regulatory record-keeping. Identifiable data is never used for marketing, commercial profiling, or research purposes. However, anonymised clinical data — from which no individual can be identified — may be used by NHP for health intelligence analysis, disease prevalence tracking, treatment outcome monitoring, clinical quality improvement. This use of anonymised data does not require fresh patient consent, as the data has been irreversibly de-identified prior to entry into the research database, in accordance with the Personal Data Protection Act, 2022 and applicable research ethics standards. Partners consent to NHP using anonymised data they contribute for these purposes as a condition of network participation.
• Retention: Partner and referral records are retained for a minimum of 5 years in accordance with health record-keeping requirements, after which they will be securely deleted.
• Third-party sharing: Patient data is never shared with third parties without explicit patient consent, except where required by Tanzanian law.
• Rights of Access: Partners and patients may request access to, correction of, or deletion of their personal data by contacting admin@nhpzanzibar.org. Requests will be processed within 30 days as required by the PDPA.

New Hope Polyclinic is an accredited service provider accepting NHIF (National Health Insurance Fund) and ZHSF (Zanzibar Health Services Fund) in accordance with the Universal Health Insurance Act, 2023.

• Partners referring patients covered by NHIF or ZHSF must ensure the referral complies with the respective insurer's pre-authorisation and referral pathway requirements
• Collaboration recognition disbursements under this programme are paid exclusively by NHP from its own operating revenue and are entirely separate from any NHIF or ZHSF billing
• Partners must not misrepresent a referral as insurance-covered if the patient is not enrolled or the service is not covered under their benefit package
• No collaboration recognition payment will be processed on any service that is subject to an NHIF or ZHSF claim, to avoid any risk of double benefit or insurance scheme manipulation

New Hope Polyclinic is committed to ethical healthcare delivery and zero tolerance for corruption. Under this programme:

• Absolute prohibition — public sector recipients: No recognition payment will under any circumstances be made to any government official, employee of a public health institution, or employee of any parastatal health authority. Such arrangements constitute an offence under the Prevention and Combating of Corruption Act (PCCB Act, Cap. 329) and NHP will not facilitate them regardless of how a Partner characterises their employment status.
• Active screening: NHP will screen registrations against publicly available lists of registered public health facilities and may contact the MCT, ZMC, or relevant authority to verify a Partner's employment sector where there is reasonable doubt.
• Immediate removal: Any Partner found to be employed at a public health facility — whether disclosed at registration or discovered subsequently — will be immediately removed from the Network, all pending recognition disbursements will be withheld, and the matter may be referred to the PCCB.
• NHP will cooperate fully with any investigation by the MCT/ZMC, ZFDA, PCCB, PDPC, or any other regulatory body concerning this programme.
• Any Partner found to have submitted fraudulent referrals, misrepresented patient information, or abused this programme for personal gain will be immediately removed, will forfeit all pending disbursements, and may be reported to the relevant professional regulatory authority.

This programme exists to help patients access the care they need. Every Partner who joins with that purpose in mind is the partner New Hope Polyclinic is honoured to work with.

Any amendments to this Agreement must be in writing. NHP will notify Partners of material changes via the email address registered on the Partner Dashboard with at least 30 days' notice before changes take effect.

NHP operates a structured Clinical Data Registry as an integral component of the Network. This section governs the collection, use, ownership, and governance of all anonymised clinical data contributed through the platform.