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A statement of work, standalone or made under a master services agreement, for a Customer engaging a Supplier to provide defined services and deliverables in the UAE Mainland.
UAE Mainland
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Customer legal name and details] (the "Customer") and [TO BE CONFIRMED — Supplier legal name and details] (the "Supplier").
"Purpose" means [TO BE CONFIRMED — Purpose].
"Services" means [TO BE CONFIRMED — Services].
"Deliverables" means [TO BE CONFIRMED — Deliverables]
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A bilateral business-to-business statement of work for a Supplier to provide defined services and deliverables to a Customer under ADGM law, with project, payment, acceptance, intellectual property, confidentiality, data protection, liability and dispute provisions.
"Service Start Date" means [TO BE CONFIRMED — Service start date].
"Completion Date" means [TO BE CONFIRMED — Completion date].
"Milestones" means [TO BE CONFIRMED — Milestones].
"Acceptance Criteria" means [TO BE CONFIRMED — Acceptance Criteria].
"Acceptance Period" means 10 business days.
"Customer Dependencies" means [TO BE CONFIRMED — Customer Dependencies].
"Fee Model" means [TO BE CONFIRMED — Fee Model].
"Fees" means [TO BE CONFIRMED — Fees].
"Rates" means [TO BE CONFIRMED — Rates].
"Payment Schedule" means [TO BE CONFIRMED — Payment Schedule].
"Payment Period" means 30 days after receipt of a valid invoice.
"Expense Policy" means The Customer will reimburse only reasonable, documented out-of-pocket expenses pre-approved in writing by the Customer..
"Change Control Process" means A change takes effect only when both parties sign a written change order describing the change, its impact on fees and timetable, and any revised assumptions..
"Liability Cap" means [TO BE CONFIRMED — Liability Cap].
"Confidentiality Period" means 5 years after disclosure.
"Personal Data Processing Details" means [TO BE CONFIRMED — Personal Data Processing Details].
"Master Agreement" means [TO BE CONFIRMED — Master agreement].
This agreement is made under the Master Agreement and forms part of it, and the terms of the Master Agreement apply to it. If there is a conflict between this agreement and the Master Agreement, the order-of-precedence provision of the Master Agreement applies or, if it has none, the Master Agreement prevails unless this agreement expressly identifies the provision of the Master Agreement that it changes and states that it prevails, in which case the change applies to this agreement only. The Liability clause, the Intellectual Property clause, the Confidentiality clause and the Governing Law and Disputes clause of this agreement apply only where there is no Master Agreement; where there is one, the corresponding provisions of the Master Agreement apply instead.
The Supplier shall perform the Services with reasonable skill, care and diligence, in accordance with this agreement, and shall deliver the Deliverables by the Completion Date, subject to the Customer Dependencies and any change made under the Change Control Process.
The Customer shall provide the Customer Dependencies promptly, make timely decisions and approvals, and give the Supplier reasonable access, information and cooperation needed to perform the Services. The Supplier is not responsible for delay or additional cost caused by the Customer's failure to do so.
The parties shall work toward the Milestones. If either party reasonably identifies a risk to a Milestone or the Completion Date, it shall notify the other promptly and the parties shall use reasonable efforts to agree a mitigation plan under the Change Control Process where a change is needed.
The Customer shall review each Deliverable within the Acceptance Period after receiving it and shall either accept it in writing or give written notice describing any material failure to meet the Acceptance Criteria.
If the Customer validly rejects a Deliverable, the Supplier shall promptly correct the identified non-conformity and resubmit it for review. A Deliverable is accepted when the Customer accepts it in writing or uses it in production, except for a defect that could not reasonably have been found during the Acceptance Period.
Where the Fee Model is fixed fee, the Customer shall pay the Fees in accordance with the Payment Schedule after receipt of a valid invoice.
The Customer shall pay undisputed invoiced amounts within the Payment Period. It may withhold a disputed amount if it notifies the Supplier promptly of the dispute and pays the undisputed balance when due. The parties shall work in good faith to resolve a payment dispute promptly.
The Fees are exclusive of VAT and other transaction taxes properly chargeable by the Supplier, which the Customer shall pay against a valid tax invoice. Each party is responsible for taxes imposed on its own income. The Customer shall reimburse expenses only in accordance with the Expense Policy.
Neither party is required to perform a change to the Services, Deliverables, Fees, timetable or Customer Dependencies unless the change is agreed in accordance with the Change Control Process. The Supplier may continue performing the unchanged Services while a proposed change is being considered.
Each party retains ownership of intellectual property it owned or developed independently of this agreement. Neither party grants any right in its pre-existing intellectual property except as expressly stated in this agreement.
On full payment of the Fees, the Supplier assigns to the Customer all right, title and interest it may have in the Deliverables created specifically for the Customer, excluding the Supplier's pre-existing materials, tools, methodologies, templates, know-how and generic components. The Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use those excluded items only as incorporated in, and necessary to use, the Deliverables for the Purpose.
Each party shall protect the other party's confidential information using at least reasonable care and shall use it only to perform or receive the Services. It may disclose that information to its personnel, professional advisers and subcontractors who need to know it and are bound by equivalent confidentiality obligations, or where disclosure is required by law after giving prior notice where legally permitted. These obligations continue for the Confidentiality Period and do not apply to information that the receiving party can show is public other than through breach, already lawfully known, independently developed, or lawfully received without restriction.
Each party shall comply with applicable personal-data law. To the extent the Supplier processes personal data for the Customer in providing the Services, it shall process that data only on the Customer's documented instructions, implement appropriate technical and organisational security measures, keep the data confidential, promptly assist with reasonable compliance requests, notify the Customer without undue delay of a personal-data breach, and at the Customer's choice return or securely delete the data at the end of the Services, except where retention is required by law. The Personal Data Processing Details form part of those instructions.
Each party warrants that it has authority to enter into and perform this agreement. The Supplier warrants that, for 30 days after acceptance, the Deliverables will materially conform to the Acceptance Criteria. The Customer's sole remedy for breach of that warranty is correction or re-performance by the Supplier, or, if that is not reasonably possible, a proportionate refund of the Fees paid for the non-conforming Deliverable.
To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, revenue, business, goodwill or anticipated savings. Each party's aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. Nothing in this clause limits liability that cannot lawfully be limited, including liability for fraud, wilful misconduct or gross negligence to the extent applicable law does not permit limitation.
This agreement starts on the Service Start Date and continues until the Services are completed, unless ended earlier under this clause. Either party may terminate it 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 does not remedy the breach within 14 days after receiving written notice requiring remedy, or if the other party becomes insolvent or ceases substantial business operations.
On termination, the Customer shall pay the Supplier for Services properly performed and approved non-cancellable commitments incurred up to termination. The Supplier shall provide completed work paid for, return or delete the Customer's confidential information as requested, and provide reasonable transition assistance at the Rates if requested. Clauses intended to survive termination, including Intellectual Property, Confidentiality, Data Protection, Liability, Notices and Governing Law and Disputes, survive.
A notice under this agreement must be in writing and delivered by hand, reputable courier or email to the Customer at [TO BE CONFIRMED — Customer notice address] or to the Supplier at [TO BE CONFIRMED — Supplier notice address], or to an updated address notified in writing. A notice is received on delivery, or for email, when no delivery-failure message is received, provided it is sent on a business day before 5.00 pm at the recipient's location; otherwise it is received on the next business day.
This agreement is the entire agreement between the parties concerning its subject matter and supersedes prior discussions on that subject, except that it does not replace or vary any master services agreement between the parties under which it is made, other than as this agreement expressly provides. A waiver or amendment is effective only if in writing and signed by the party against whom it is relied on. Neither party may assign this agreement without the other's prior written consent, except to an affiliate or as part of a merger, restructuring or sale of substantially all of its relevant business, provided the assignee can perform the assigning party's obligations. If a provision is unenforceable, it shall be adjusted to the minimum extent necessary and the rest remains effective. Nothing creates a partnership, employment, agency or authority for either party to bind the other.
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.
This agreement is governed by the applicable federal laws of the United Arab Emirates and the laws in force in the Emirate of [TO BE CONFIRMED — Governing Emirate]. The courts of the Emirate of [TO BE CONFIRMED — Governing Emirate] (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.
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