UAE Mainland Master Services Agreement

Statements of Work

The parties may agree Statements of Work from time to time. A Statement of Work is binding only when signed by authorised representatives of both parties, and is incorporated into this agreement when signed.

Each Statement of Work must identify, as applicable, the Services, Deliverables, timetable, Fees, payment milestones, acceptance criteria, Service Levels, Customer dependencies, personnel, locations, project governance and any service-specific departures from this agreement.

If there is a conflict between this agreement and a Statement of Work, the Statement of Work prevails only to the extent that it expressly states that it overrides a specified provision of this agreement. Otherwise, this agreement prevails.

Performance of Services

The Supplier must perform the Services with reasonable skill, care and diligence, using suitably qualified personnel and in accordance with applicable law, the relevant Statement of Work and the Customer's reasonable written policies notified in advance.

The Supplier must meet the Service Levels. If it fails to do so, it must promptly investigate, provide a remediation plan and take corrective action. Service credits or other remedies apply only if expressly set out in the relevant Statement of Work, and are without prejudice to remedies that cannot lawfully be excluded.

Customer Responsibilities

The Customer must provide timely access to its premises, systems, personnel, information, decisions and other dependencies reasonably needed for the Supplier to perform the Services. The Supplier is not responsible for delay or failure caused by the Customer's failure to do so, to the extent the Supplier has promptly notified the Customer of the effect.

Changes

Neither party is required to implement a change to a Statement of Work unless the parties agree it in writing. A change request must describe the proposed change and its effect on scope, timetable, Fees, Service Levels and other relevant terms. The Supplier must continue performing the unchanged Services while a change request is being considered.

Acceptance

The Customer will test each Deliverable against the acceptance criteria in the relevant Statement of Work within the period stated there. It must accept the Deliverable if it materially complies with those criteria, or give written notice of material non-compliance with sufficient detail. The Supplier must promptly correct the notified non-compliance and resubmit the Deliverable for testing. A Deliverable is accepted only on the Customer's written acceptance or as otherwise expressly stated in the relevant Statement of Work.

Fees and Invoicing

The Customer must pay the Fees in accordance with the relevant Statement of Work after receiving a valid invoice. The Supplier may invoice only at the times and for the amounts stated in the relevant Statement of Work. Each invoice must contain reasonably sufficient supporting detail and any information required by applicable law.

The Customer must pay each undisputed invoiced amount within the Payment Period. If it disputes an invoice in good faith, it must notify the Supplier before the payment due date, giving reasonable details, and must pay the undisputed amount when due. The parties must work promptly and in good faith to resolve the dispute.

The Fees are exclusive of VAT and similar indirect taxes, which the Customer must pay where properly chargeable on receipt of a valid tax invoice. Each party is responsible for taxes imposed on its own income, profits, employees and property. If the Customer is required by law to withhold tax, it may do so and must provide the Supplier with evidence of the withholding.

The Supplier may charge Late Payment Interest on an undisputed amount that remains unpaid after the Payment Period, to the extent permitted by applicable law. This does not limit the Supplier's right to recover payment through lawful means.

Personnel and Subcontracting

The Supplier is responsible for its personnel and for their acts and omissions in performing the Services. The Supplier may replace personnel with comparably qualified personnel, provided that replacement does not materially adversely affect the Services.

The Supplier may subcontract a material part of the Services only with the Customer's prior written consent, not to be unreasonably withheld, conditioned or delayed. The Supplier remains fully responsible for subcontracted Services and must ensure that each subcontractor is bound by obligations no less protective than the applicable obligations in this agreement.

Intellectual Property

As between the parties, the Customer retains all rights in the Customer Materials. The Customer grants the Supplier a non-exclusive, non-transferable, royalty-free licence during the applicable Statement of Work to use the Customer Materials only as necessary to perform the Services.

As between the parties, the Supplier retains all rights in the Supplier Materials. To the extent Supplier Materials are incorporated in an accepted Deliverable, the Supplier grants the Customer a non-exclusive, perpetual, worldwide, royalty-free licence to use those Supplier Materials solely as part of and as necessary to use that Deliverable for the Customer's internal business purposes.

Subject to payment of all Fees due for the relevant Deliverables, the Supplier assigns to the Customer all transferable intellectual-property rights it creates specifically for the Customer in the Deliverables, excluding Supplier Materials and third-party materials. To the extent an assignment is ineffective under applicable law, the Supplier grants the Customer an exclusive, perpetual, worldwide, royalty-free, transferable licence to use those rights for the Customer's business purposes.

Confidentiality

Each party must keep the other party's Confidential Information confidential and use it only for the Purpose and performing or receiving the Services. It may disclose Confidential Information only to its personnel, professional advisers and permitted subcontractors who need to know it and are bound by confidentiality obligations, or where disclosure is required by law, court order or a competent authority. Confidential Information does not include information that the receiving party can demonstrate was lawfully known to it without restriction, becomes public other than through breach, or is lawfully obtained from a third party without restriction. On request or termination, the receiving party must return or securely destroy Confidential Information, except for archival copies retained under law or routine backup procedures.

Data Protection

Each party must comply with applicable data-protection law in relation to Personal Data. Where the Supplier processes Personal Data for the Customer, it must process it only on the Customer's documented instructions, implement appropriate technical and organisational security measures, notify the Customer without undue delay of a suspected Personal Data breach affecting the Customer's Personal Data, assist the Customer reasonably with compliance requests, and not appoint a sub-processor or transfer Personal Data outside the UAE except as permitted by applicable law and agreed in writing by the Customer. The parties must put in place any further data-processing terms required by applicable law.

Warranties

Each party warrants that it has authority to enter into and perform this agreement. The Supplier warrants that the Services will materially conform to the applicable Statement of Work for 30 days after performance. For breach of that warranty, the Supplier must, at its option, re-perform the affected Services or refund the Fees paid for the non-conforming part. Except as expressly stated in this agreement and to the extent permitted by applicable law, no other warranties are given.

Indemnities

The Supplier must indemnify the Customer against final losses, damages and reasonable legal costs awarded by a court of competent jurisdiction or agreed in settlement, arising from a third-party claim that the Customer's authorised use of the Services or Deliverables infringes that third party's intellectual-property rights. This does not apply to a claim arising from Customer Materials, the Customer's modification or misuse, or combination with items not supplied by the Supplier. The Customer must promptly notify the Supplier, allow it sole control of the defence and settlement, and provide reasonable cooperation. The Supplier may procure the right to continue use, modify the affected item so it is non-infringing, or terminate the affected Statement of Work and refund prepaid Fees for the unusable portion.

Insurance

The Supplier must maintain the Insurance Requirements with reputable insurers throughout the applicable Statement of Work and provide reasonable evidence of that cover on request.

Liability

To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, consequential, special or punitive loss, or loss of profit, revenue, goodwill or anticipated savings. Subject to that exclusion, each party's total aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation.

Term and Termination

This agreement starts on the agreement date and continues for the Initial Term, unless terminated earlier under this agreement. A Statement of Work continues for the period stated in it, subject to this agreement.

After the Initial Term, this agreement renews automatically for successive Renewal Periods unless either party gives written notice not to renew at least 30 days before the end of the then-current term.

Either party may terminate this agreement or an affected Statement of Work with immediate effect by written notice, without the need for a court order to the extent the law permits, if the other party materially breaches it and, where the breach can be remedied, fails to remedy it within 30 days after receiving written notice requiring remedy. Either party may also terminate this agreement in the same way if the other party becomes insolvent, enters liquidation or ceases to carry on business, in each case to the extent permitted by applicable law.

Either party may terminate this agreement or a Statement of Work for convenience by giving the other party the Termination Notice Period of written notice. The Customer must pay for Services properly performed and approved non-cancellable commitments reasonably incurred before the termination date.

If this agreement expires or is not renewed, each Statement of Work then in force continues until it is completed or ends under its own terms, and this agreement continues to apply to that Statement of Work until then. If either party terminates this agreement, each Statement of Work then in force terminates at the same time, unless the terminating party's notice states that a specified Statement of Work continues, in which case this agreement continues to apply to that Statement of Work until it ends.

On expiry or termination, each party must pay amounts properly due up to the effective date. The Supplier must promptly return Customer Materials and Confidential Information and, if requested and agreed on reasonable terms, provide reasonable transition assistance. Expiry or termination does not affect accrued rights or provisions intended to survive, including the Intellectual Property, Confidentiality, Data Protection, Fees and Invoicing, Liability, Notices, Governing Law and Disputes clauses.

Force Majeure

Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, provided it promptly notifies the other party, takes reasonable steps to mitigate the effect and resumes performance as soon as practicable. Payment obligations for Services already received are not excused. If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected Statement of Work by written notice.

Notices

A notice under this agreement must be in writing and delivered by hand, recognised courier or email to the relevant party's notice address: for the Customer, [TO BE CONFIRMED — Customer notice address]; and for the Supplier, [TO BE CONFIRMED — Supplier notice address]. A notice is deemed received on delivery if delivered by hand, two business days after dispatch by courier, or when sent by email without a delivery-failure notice, provided that an email sent outside business hours is deemed received at 9.00 am on the next business day at the recipient's location. Either party may change its notice address by notice under this clause.

General

Neither party may assign, transfer or otherwise deal with its rights or obligations under this agreement without the other party's prior written consent, not to be unreasonably withheld, conditioned or delayed, except that either party may assign this agreement to an affiliate or in connection with a merger, reorganisation or sale of substantially all of its business or assets, provided the assignee can perform the assigning party's obligations.

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, employment, fiduciary, agency or commercial-agency relationship between them, and neither party may bind the other.

This agreement and each Statement of Work are the entire agreement between the parties about their subject matter and replace prior discussions and arrangements about that subject matter. An amendment is effective only if in writing and signed by authorised representatives of both parties. A waiver is effective only if in writing and applies only to the specific circumstance for which it is given.

If a provision of this agreement is held invalid, illegal or unenforceable, it must be modified to the minimum extent necessary to make it valid and enforceable; if that is not possible, it is severed. The remaining provisions continue in full force.

This agreement is made in English. If it is translated into Arabic or any other language, including for filing with a court, the English text prevails between the parties to the extent the law permits.

Governing Law and Disputes

This agreement and any non-contractual obligations arising out of or in connection with it are governed by the Governing Law. The courts of the Emirate of [TO BE CONFIRMED — Court Emirate], United Arab Emirates (which, for clarity, do not include the courts of the Dubai International Financial Centre or the Abu Dhabi Global Market), have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, subject to any mandatory jurisdiction rules.