Cross-Border Professional Services Agreement

Services

The Provider shall perform the Services from the Effective Date with reasonable skill, care and diligence, in accordance with this agreement, applicable law, and the Purpose. The Provider shall provide the Deliverables and any reasonably necessary ancillary work within the Service Locations.

Subcontractors

The Provider may use subcontractors to perform the Services only with the Customer's prior written permission. If the Provider uses subcontractors to perform Services, the Provider remains responsible for all acts and omissions of its subcontractors, ensuring their compliance with this agreement, and making all payments owed to them for their portion of the Services.

Services

Neither party is required to perform a change to the Services, Deliverables, timetable, Fees, or other agreed assumptions unless both parties agree the change in writing, including its effect on price, timing, and responsibilities.

Acceptance

The Customer shall review each Deliverable during the Acceptance Period after delivery and shall either accept it or give the Provider written notice describing material non-conformities with the agreed requirements. The Provider shall promptly correct a properly notified non-conformity. A Deliverable is accepted when the Customer confirms acceptance in writing, uses it in production or for its intended commercial purpose, or does not give a timely notice of material non-conformity.

Fees and Payment

The Customer shall pay the Fees in the Currency. The Provider shall invoice at the Invoice Frequency, supported by reasonable detail. The Customer shall pay each undisputed invoice within the Payment Period after receipt. The Customer may withhold a genuinely disputed amount if it promptly gives reasons, but shall pay the undisputed balance when due.

Each party shall bear its own bank charges. Currency conversion, if required for payment or reimbursement, shall be made using the Exchange Rate Method, and the resulting exchange gain or loss shall be allocated as stated in that method. Reimbursement of expenses is governed exclusively by the Expenses Policy.

Sole Compensation

The Fees and expenses expressly payable under this agreement are the only compensation to which the Provider is entitled for the Services or Deliverables, and the Provider is not entitled to any other payments, reimbursements, royalties, or consideration of any kind.

Fees and Payment

Overdue undisputed amounts accrue simple interest from the due date until payment at the Late Payment Interest Rate, or the maximum rate permitted by applicable law if lower, without limiting other remedies for non-payment.

Invoice Cutoff

The Customer has no obligation to pay Fees or expenses that the Provider invoices more than 120 days after the relevant Fees or expenses were incurred.

Taxes

The Fees are exclusive of VAT, sales, use, goods and services, and similar indirect taxes. The Customer shall pay applicable indirect taxes properly chargeable on the Services, except taxes based on the Provider's net income, payroll, property, or franchise. The parties shall apply the Tax Allocation and shall provide reasonably requested tax forms and evidence needed to support the intended treatment.

If the Customer must withhold tax from a payment, it shall make the withholding, remit it to the relevant authority, promptly provide official evidence of remittance, and cooperate in seeking available reductions, exemptions, credits, or refunds. The economic allocation of withholding and any gross-up is governed by the Withholding Tax Allocation.

Independent Contractor

The Provider acts as an independent contractor. Nothing in this agreement creates employment, worker, partnership, joint venture, fiduciary, agency, or authority-to-bind relationship between the parties. The Provider is responsible for its personnel and for its own payroll, employment, and social-security obligations, subject to mandatory law.

Neither party shall intentionally create a permanent establishment, taxable presence, branch, or other local establishment of the other party. Neither party may habitually conclude contracts for the other or hold itself out as having authority to do so. The parties shall allocate resulting costs, taxes, penalties, and liabilities in accordance with the Permanent Establishment Risk Allocation, except to the extent caused by the other party's breach of this clause or fraud, wilful misconduct, or knowing violation of law.

Personnel and Visas

The Provider shall ensure that its personnel are suitably qualified and hold all permissions, work authorisations, and visas required for their work in the Service Locations. The Customer shall provide reasonable site-access information and cooperation, but is not responsible for obtaining the Provider's personnel permissions unless expressly agreed in writing.

Intellectual Property

On full payment of the Fees due for the relevant Deliverables, the Provider assigns to the Customer all right, title, and interest in the Deliverables created specifically for the Customer under this agreement, excluding Background IP. To the extent an assignment is ineffective, the Provider grants the Customer an exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use, reproduce, modify, distribute, and exploit those Deliverables for the Customer's business. The Provider shall procure equivalent assignments or licences from relevant personnel and shall execute reasonable further documents. To the extent permitted by law, the Provider waives and shall procure waiver of moral rights in the Deliverables.

Each party retains ownership of its Background IP. To the extent Provider Background IP is incorporated in, necessary to use, or supplied with a Deliverable, the Provider grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence, with rights to permit use by affiliates and service providers, to use, reproduce, modify, and maintain that Background IP solely as necessary to use the Deliverables for the Customer's business.

Bankruptcy Intellectual Property Licence Protection

The licences granted to the Customer under this agreement constitute licences to rights in intellectual property subject to Section 365(n) of Title 11 of the United States Code, and the Customer is entitled to all rights and benefits under that section in accordance with its terms.

Customer Materials

"Customer Materials" means data, information, or materials owned or provided by or on behalf of the Customer for use with the Services. The Provider may copy, display, modify, and use Customer Materials only as needed to provide the Services. The Customer is responsible for the accuracy and content of Customer Materials.

Customer Systems and Facilities

The Provider may access and use Customer systems solely to the extent expressly authorised by the Customer in writing, as necessary to provide the Services, and in strict accordance with applicable time periods, authorised personnel, access controls, and Customer policies or instructions. The Provider may access Customer facilities solely to provide the Services and in strict accordance with Customer policies and instructions. The Provider is solely liable for its and its personnel's and subcontractors' acts or omissions at a Customer facility, including personal injury or property damage. The Provider warrants that it has adequate personnel, security, and operational measures to comply with this clause and not impair the security, integrity, or availability of Customer Materials, systems, or facilities; on request it shall timely provide reasonably necessary compliance documentation, third-party audit reports, or other information.

Third-Party Materials

"Third-Party Materials" means information, tools, materials, or intellectual property owned by anyone other than the Provider or the Customer. The Provider may incorporate Third-Party Materials into Deliverables only if authorised by the Customer in writing. The Provider is responsible for obtaining all rights, licences, consents, approvals, and authorisations necessary to use and incorporate Third-Party Materials procured by the Provider and to grant the Customer the rights in the Deliverables stated in this agreement. The Customer is responsible for obtaining corresponding rights for Third-Party Materials it procures and provides for incorporation in Deliverables.

Open Source

If any Third-Party Materials consist of Open Source, the Provider shall list each individual Open Source item, including other code incorporated in it, and provide complete related licence and copyright-attribution information. Unless the parties expressly specify otherwise in writing for a particular Deliverable, the Provider shall not incorporate into or include with any Deliverable Open Source licensed under a Copyleft License. The Customer's licence to use Open Source is the applicable Open Source licence to the extent required by that licence.

Feedback and Usage Data

"Feedback" means suggestions, feedback, or comments about the Services or related offerings. "Usage Data" means data and information about the provision, use, and performance of the Services based on the Customer's use of the Services. The Customer may give the Provider Feedback on an “as is” basis, and the Provider may use Feedback without restriction or obligation. The Provider may collect and analyse Usage Data and use it to maintain, improve, and enhance the Provider's products and services without restriction or obligation, but may share Usage Data only if it is aggregated and does not identify the Customer.

Confidentiality

Each party shall protect the other party's non-public business, technical, commercial, financial, personal-data, and other confidential information using at least reasonable care, and shall use it only to perform or receive the Services and exercise rights under this agreement. A receiving party may disclose confidential information to its affiliates, personnel, professional advisers, and subcontractors with a need to know who are bound by confidentiality duties no less protective than this clause, or where required by law after giving prior notice where lawful. These duties do not apply to information the receiving party can show is public without breach, already lawfully known, independently developed without use of the confidential information, or lawfully received without duty of confidence.

Equitable Relief

A breach of the Confidentiality clause may cause substantial harm for which monetary damages are an insufficient remedy. The disclosing party may seek appropriate equitable relief, including an injunction, in addition to any other remedies.

Data Protection

Each party shall comply with data-protection law applicable to its processing of personal data. The parties shall act in accordance with the Data Protection Roles. Where the Provider processes personal data for the Customer, it shall process it only on documented instructions, ensure confidentiality, implement the Security Measures, assist the Customer as reasonably required for data-subject rights and compliance, notify the Customer without undue delay after becoming aware of a personal-data breach, and delete or return personal data at the end of the Services unless retention is required by law. The Customer shall give lawful instructions and remain responsible for the lawful basis for its processing.

Neither party shall transfer personal data across borders unless the transfer is lawful. The parties shall implement and comply with the Transfer Mechanism and any required annexes, assessments, supplementary measures, or local requirements, including applicable requirements in the United Kingdom, European Union, United Arab Emirates, DIFC, ADGM, and relevant US states.

Trade Compliance

Each party shall comply with applicable export-control, import-control, sanctions, embargo, and anti-boycott laws. Neither party shall provide, export, re-export, transfer, or make available Services, Deliverables, technology, or information in breach of those laws. Each party shall promptly notify the other if it identifies a restriction that materially affects performance, and the affected party may suspend the affected performance to the extent reasonably necessary to comply with law.

Anti-Bribery

Each party shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering, and books-and-records laws, including laws applicable to its performance of this agreement. Neither party shall offer, promise, give, request, or accept an improper advantage in connection with this agreement. Each party shall maintain accurate records relating to payments under this agreement and promptly notify the other of a credible suspected breach affecting the Services.

Warranties

Each party warrants that it has authority to enter into and perform this agreement. The Provider warrants that the Services will be performed with reasonable skill and care and that the Deliverables will materially conform to agreed written requirements for the Acceptance Period. The Customer's exclusive remedy for breach of the latter warranties is re-performance or repair, and, if the Provider cannot cure the breach within a reasonable time, a proportionate refund of Fees paid for the affected Services or Deliverables.

Provider Litigation Notice

The Provider warrants that there are no pending actions concerning the Provider, the Services, or the Deliverables that could affect either party's ability to perform its obligations, exercise its rights, or expose it to liability under this agreement. The Provider shall notify the Customer immediately if it becomes aware of any such actual or threatened action.

No Harmful Code

The Provider warrants that the Services and all Deliverables will be free of viruses, malicious code, and similar harmful materials, and of features enabling disabling, timing out, remote monitoring, or collection of data that are not expressly disclosed in the agreed written requirements.

Customer Materials Warranty

The Customer warrants that the Provider's use of Customer Materials and Customer-procured Third-Party Materials under this agreement does not and will not infringe or misappropriate anyone else's copyright, trade mark, trade secret, or right of publicity, and that the Customer has all rights necessary to provide those materials for use under this agreement.

Warranties

Except for the express warranties in this agreement and to the fullest extent permitted by applicable law, each party disclaims all implied, statutory, and other warranties, conditions, representations, and terms, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, uninterrupted availability, and results. Nothing excludes a liability or remedy that cannot lawfully be excluded.

Liability

Subject to the Liability Cap clause, neither party is liable to the other for indirect, incidental, special, punitive, or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or data, whether arising in contract, tort, restitution, statute, or otherwise, except to the extent those losses are payable to a third party under an indemnity in this agreement.

Subject to the non-excludable liabilities below, each party's aggregate liability arising out of or connected with this agreement shall not exceed the Liability Cap. The cap does not apply to fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence where liability cannot lawfully be limited, or payment obligations for Fees properly due.

Indemnities

The Provider shall defend, indemnify, and hold harmless the Customer and its affiliates, officers, and employees against third-party claims, damages, and reasonable costs to the extent arising from an allegation that authorised use of a Deliverable infringes a third party's intellectual-property right, except to the extent caused by Customer materials, Customer modifications, combination not authorised by the Provider, or use outside this agreement. The Provider may procure continued use, modify or replace the affected item, or terminate the affected Services and refund the Fees paid for the affected item.

The Customer shall defend, indemnify, and hold harmless the Provider and its affiliates, officers, and employees against third-party claims, damages, and reasonable costs to the extent arising from Customer materials, Customer instructions, or Customer's use of the Services or Deliverables outside the rights granted by this agreement. A party seeking indemnity shall give prompt notice, reasonable cooperation at the indemnifying party's cost, and control of the defence and settlement to the indemnifying party, provided no settlement admits fault by or imposes non-monetary obligations on the indemnified party without its consent.

Exclusive Remedy for Covered Claims

The Indemnities clauses describe each indemnified party's exclusive remedy and each indemnifying party's entire liability for a claim covered by those clauses.

Insurance

During the Term and for any period stated in the Insurance Requirements, each party shall maintain the insurance stated in the Insurance Requirements with reputable insurers and shall provide reasonable evidence of cover on request. Insurance does not limit either party's liability under this agreement.

Term and Termination

This agreement begins on the Effective Date and continues for the Term unless terminated earlier under this clause. Either party may terminate this agreement for convenience by giving the other party the Termination Notice Period written notice.

Either party may terminate this agreement immediately by written notice if the other party materially breaches this agreement and does not cure the breach within the Material Breach Cure Period after written notice, becomes insolvent or ceases substantial business operations, or where continued performance would breach applicable law. The Customer may also terminate immediately for the Provider's material breach of the Confidentiality, Data Protection, Trade Compliance, or Anti-Bribery clauses.

On termination, the Provider shall stop the Services, deliver all completed and paid-for Deliverables and Customer materials, and return or securely delete the Customer's confidential information and personal data as required by this agreement or law. The Customer shall pay Fees and approved expenses properly accrued through termination. Termination does not affect accrued rights or clauses intended by their nature to survive, including the Intellectual Property, Confidentiality, Data Protection, Liability, Indemnities, Taxes, 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, excluding payment obligations, provided it promptly notifies the other party, takes reasonable steps to mitigate, and resumes performance when able. If the event continues for more than 30 days and substantially prevents performance, either party may terminate the affected Services by written notice without liability for the unperformed portion.

Notices and Language

A notice under this agreement must be in writing and sent by personal delivery, reputable international courier, or email with confirmation of transmission to the relevant party's notice address: for the Customer, [TO BE CONFIRMED — Customer notice address]; and for the Provider, [TO BE CONFIRMED — Provider notice address]. A notice is received on delivery, or, for email, when no delivery-failure message is received, except that a notice received outside normal business hours at the recipient's location is received on the next business day. This agreement is made in the Contract Language, which prevails over any translation.

General

Each party shall comply with mandatory law applicable to its performance in the relevant jurisdiction. If a mandatory law makes a provision unlawful or unenforceable, that provision shall be adjusted only to the minimum extent necessary, and the remaining provisions continue in effect. Nothing in this agreement requires either party to act contrary to mandatory law.

This agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions and arrangements. A waiver is effective only in writing and is not a continuing waiver. Neither party may assign or transfer this agreement without the other party's written consent, except to an affiliate or successor in connection with a merger, reorganisation, or sale of substantially all relevant assets, provided the assignee assumes the assigning party's obligations. No person other than the parties and permitted successors has rights to enforce this agreement unless mandatory law provides otherwise.

Amendments

Any amendment to this agreement must be in writing and signed by each party's authorised representative.

Purchase Order Terms

The Provider expressly rejects any terms included in the Customer's purchase order or similar document, which may be used only for accounting or administrative purposes.

No Publicity

Neither party may publicly announce the existence of this agreement without the other party's prior written approval.

Governing Law and Disputes

This agreement and any non-contractual obligation arising out of or connected with it are governed by the Governing Law, excluding conflict-of-laws rules. The parties shall first attempt in good faith to resolve a dispute through senior representatives. If unresolved within 30 days, disputes shall be determined in the Dispute Forum. Where the Dispute Forum is the courts of the Customer's country or the courts of the Provider's country, the parties irrevocably submit to those courts' exclusive jurisdiction. Where the Dispute Forum is arbitration, the dispute shall be finally resolved under the Arbitration Rules by the Number of Arbitrators arbitrator or arbitrators; the Arbitration Seat is the legal seat and the Arbitration Language is the language of the proceedings.

Each party shall take reasonable steps to facilitate recognition and enforcement in any competent jurisdiction of a final judgment or arbitral award obtained under the Governing Law and Disputes clause. A final award is binding on the parties, and judgment on an award may be entered and enforced in any court of competent jurisdiction. Nothing prevents either party from seeking urgent interim, conservatory, or injunctive relief from a competent court.

General

This agreement may be executed in counterparts, each of which is an original and all of which together form one instrument. Electronic signatures and electronic exchange of signed counterparts are valid and effective to the fullest extent permitted by applicable law.