Master Services Agreement — DIFC

Statements of Work

The parties may agree statements of work under this agreement, each describing particular Services. A statement of work is binding only when signed by authorised representatives of both parties, and on signature it forms part of this agreement. Each statement of work is a separate engagement, and the termination of one statement of work does not by itself terminate another statement of work or this agreement.

The Customer's affiliates may enter into their own statements of work with the Supplier by mutual agreement. Each such statement of work creates a separate agreement between that affiliate and the Supplier incorporating this agreement, with the affiliate treated as the Customer. Neither the Customer nor an affiliate has rights under another affiliate's separate agreement with the Supplier, and breach or termination of a separate agreement affects only that agreement.

Each statement of work shall describe, as applicable, the Services and any deliverables to be provided under it, the timetable and any milestones, the Fees and how they are invoiced, any acceptance criteria and service levels, the Customer's dependencies, key personnel and locations, and any departure from this agreement that the parties intend to apply to it.

Each statement of work shall identify for each party a Project Lead with responsibility and authority to act as that party's key contact and decision-maker, and an Escalation Lead with more senior executive authority. The Supplier's Project Lead shall provide regular updates to the Customer's Project Lead on the status of the Services and Deliverables, including delivery dates and other timeframes in the statement of work. If either party believes the other has failed to perform a required action, or the parties disagree over acceptance, a change request or another process, their Project Leads shall meet and discuss the issue in good faith. If unresolved within 10 days, either party may request a meeting of the Escalation Leads, who shall within 10 days use reasonable and good-faith efforts to resolve it.

Services

If an applicable statement of work states that Deliverables are subject to acceptance, the Customer is deemed to have approved a Deliverable unless it rejects it within 10 business days after delivery. A rejection notice must be in writing and give reasonable detail of why the Deliverable does not meet the requirements in that statement of work. The Supplier shall correct the issue and resubmit the Deliverable within 10 business days.

Statements of Work

If there is a conflict between this agreement and a statement of work, this agreement prevails unless the statement of work expressly identifies the provision of this agreement that it changes and states that it prevails, in which case the change applies to that statement of work only.

Services

The Supplier shall provide the Services to the Customer with reasonable skill, care and diligence, in accordance with this agreement and all applicable laws. The Supplier shall allocate suitably qualified personnel and remain responsible for their acts and omissions.

The Customer shall provide timely access to the information, systems, personnel, premises, decisions and cooperation reasonably required for the Supplier to provide the Services. The Supplier is not responsible for delay or failure caused by the Customer's failure to do so.

The Supplier shall use reasonable endeavours to meet the Service Levels. If it materially fails to do so, it shall promptly investigate, notify the Customer of the cause and corrective action, and use reasonable endeavours to remedy the failure. Service Levels are performance objectives and do not create a warranty unless expressly stated otherwise.

Changes

Either party may request a change to the Services, including to a statement of work. No requested change is binding unless the parties agree it in writing, including any resulting change to the Fees, timetable, assumptions or other terms. The Supplier shall continue to perform the Services pending agreement unless the change is necessary to comply with applicable law or the parties agree otherwise.

Fees and Payment

The Customer shall pay the Fees in accordance with the Billing Frequency. The Supplier shall submit valid invoices containing reasonable supporting detail. The Customer shall pay each undisputed invoice within the Payment Period. The Customer may withhold a genuinely disputed amount if it promptly notifies the Supplier of the dispute and pays the undisputed balance.

The Customer has no obligation to pay Fees or expenses invoiced more than 120 days after they were incurred.

Expenses shall be treated in accordance with the Expense Treatment. Where reimbursement is permitted, the Supplier shall provide reasonable evidence of the expense and shall not incur it unless it has the Customer's prior written approval where approval is required.

Fees are exclusive of VAT and similar indirect taxes, which the Customer shall pay on receipt of a valid tax invoice where properly chargeable. Each party is responsible for taxes imposed on its own income, profits, payroll and property. If the Customer must make a tax withholding by law, it may do so and shall provide reasonable evidence of payment to the relevant authority.

The Supplier may charge interest on an undisputed overdue amount from its due date until payment at 2% per year above the base lending rate of the UAE Central Bank, or the maximum rate permitted by applicable law if lower. This does not limit the Supplier's right to recover reasonable costs of collection.

Term and Termination

This agreement starts on the agreement date and continues for the Initial Term. It then continues in accordance with the Renewal Arrangement unless terminated under this agreement.

Either party may terminate this agreement or an affected statement of work by written notice if the other party commits a material breach and, where the breach can be remedied, does not remedy it within 30 days after receiving written notice requiring it to do so.

Either party may terminate this agreement immediately by written notice if the other party enters liquidation, administration or a comparable insolvency process, suspends payment of its debts, or ceases or threatens to cease a substantial part of its business, except as prohibited by applicable law.

Either party may terminate this agreement for convenience by giving the other at least 30 days' written notice.

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 shall promptly return or, at the other party's option, securely destroy the other party's Confidential Information, subject to lawful retention requirements. The Customer shall pay undisputed Fees due for Services performed up to the termination date. Termination does not affect accrued rights or provisions intended to continue, including the Confidentiality, Intellectual Property, Liability, Dispute Resolution and General clauses.

Intellectual Property

Each party retains ownership of intellectual property rights it owned or developed independently before this agreement or outside its performance of it. Neither party grants rights in its background materials except as expressly stated in this agreement.

The Supplier 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.

The Supplier shall not incorporate into or include with any Deliverable third-party materials unless it has identified them in reasonable detail in the applicable statement of work and obtained, at its own expense, all third-party rights necessary to grant the Customer the rights in those materials required by this agreement. Where third-party materials consist of open-source software, the Supplier shall list each item and include complete related licence and copyright attribution information. Unless the applicable statement of work expressly states otherwise, the Supplier shall not incorporate into or include with any Deliverable open-source software subject to a copyleft licence. The Customer's use of open-source software remains subject to its applicable open-source licence to the extent required by that licence.

Subject to payment of all Fees due for the relevant Services, the Supplier assigns to the Customer all intellectual property rights in deliverables created specifically for the Customer under this agreement, excluding the Supplier's background materials and generic know-how. The Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify and permit its contractors to use any Supplier background materials incorporated in those deliverables as necessary to use them for the Purpose. To the extent permitted by law, the Supplier shall procure waivers of moral rights necessary for that use.

The Customer may, but is not required to, give the Supplier feedback, which is provided “as is”. The Supplier may use feedback freely without restriction or obligation. The Supplier may collect and analyse Usage Data and use it to maintain, improve and enhance its products and services without restriction or obligation, but may share Usage Data with others only if it is aggregated and does not identify the Customer.

Confidentiality

Each party shall keep the other party's Confidential Information confidential and use it only to perform or receive the Services. It may disclose Confidential Information to its personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations no less protective than this clause, or where disclosure is required by law or a competent authority, where legally permitted after giving prior notice. Confidential Information does not include information that the receiving party can show was lawfully public, already known without restriction, independently developed, or lawfully received from a third party without restriction. This clause continues for five years after expiry or termination, except for trade secrets, which remain protected for so long as they remain trade secrets.

Data Protection

Each party shall comply with applicable data protection law. Where the Supplier processes personal data for the Customer, it shall process that data only on the Customer's documented instructions, implement appropriate technical and organisational security measures, ensure authorised personnel are bound by confidentiality, assist the Customer as reasonably required to meet data-subject and regulatory obligations, notify the Customer without undue delay after becoming aware of a personal-data breach, and on termination return or securely delete the personal data unless retention is required by law. The parties shall enter into any further data processing terms required by applicable data protection law before processing begins.

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 their agreed description and be provided with reasonable skill and care. Subject to the Liability clause, the Customer's remedy for breach of that warranty is re-performance of the affected Services, or a refund of Fees paid for the affected Services if re-performance is not commercially reasonable. Except as expressly stated, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

Indemnities

The Supplier shall indemnify the Customer against losses, damages, costs and expenses finally awarded by a court or agreed in settlement arising from a third-party claim that the Services or deliverables infringe that third party's intellectual property rights, provided the Customer promptly notifies the Supplier, gives reasonable cooperation at the Supplier's cost, and allows the Supplier sole control of the defence and settlement. The Supplier may procure the right for continued use, modify or replace the affected item, or terminate the affected Services and refund prepaid unused Fees for them. This clause does not apply to claims caused by the Customer's materials, instructions, modifications, combination with non-Supplier items, or use outside the agreed scope.

The Customer shall indemnify, defend and hold harmless the Supplier from and against third-party claims arising from the Supplier's authorised use of Customer materials or Customer-procured third-party materials, and all out-of-pocket damages, awards, settlements, costs and expenses, including reasonable legal fees, arising from those claims, provided that the Supplier promptly notifies the Customer, gives reasonable assistance at the Customer's expense and allows the Customer sole control of the defence and settlement. The Customer may not agree to a settlement containing an admission of fault by, or otherwise materially and adversely affecting, the Supplier without the Supplier's prior written consent.

Insurance

The Supplier shall maintain the Insurance Requirements with reputable insurers for the duration of this agreement and provide reasonable evidence of cover on request.

Liability

Neither party is liable to the other for loss of profit, revenue, business, goodwill, anticipated savings or opportunity, or for indirect or consequential loss, in each case whether arising in contract, tort, breach of statutory duty or otherwise. This exclusion does not apply to amounts payable to a third party under an indemnity in this agreement.

Subject to the Liability clause, each party's total aggregate liability arising out of or in connection with this agreement shall not exceed the Liability Cap. Nothing in this agreement limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or fraudulent misrepresentation.

Force Majeure

Neither party is liable for delay or failure to perform its obligations, other than payment obligations, to the extent caused by an event beyond its reasonable control that it could not reasonably have avoided or overcome. The affected party shall promptly notify the other and use reasonable endeavours to mitigate the effect. If the event continues for more than 60 days, either party may terminate the affected Services by written notice.

Subcontracting and Assignment

The Supplier may subcontract performance of the Services but remains responsible for its subcontractors' acts and omissions. Neither party may assign, transfer or otherwise deal with this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed, except to an affiliate or in connection with a merger, reorganisation or transfer of substantially all of its business or assets, provided the assignee is capable of performing the assigning party's obligations.

Notices

A notice under this agreement must be in writing and delivered by hand, reputable courier or email to the relevant party at [TO BE CONFIRMED — Notice details], or to replacement details notified in writing. A notice is deemed received when delivered by hand, two business days after courier dispatch, or, for email, when sent without an automated 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. This clause does not apply to service of court proceedings.

General

This agreement and any agreed statement of work constitute the entire agreement between the parties on their subject matter and supersede prior discussions and agreements. Each party acknowledges that it has not relied on a statement not set out in this agreement, but nothing limits liability for fraud or fraudulent misrepresentation. A variation 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 circumstances for which it is given.

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

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, fiduciary relationship, agency or employment relationship. A person who is not a party to this agreement has no right to enforce it. If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, severed, and the remainder continues in force. This agreement may be signed in counterparts and by electronic signature.

Neither party shall take any action that would violate applicable laws prohibiting the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist the Supplier or Customer in retaining or obtaining business.

Dispute Resolution

This agreement and any non-contractual obligations arising out of or in connection with it are governed by DIFC law. The DIFC Courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination.

General

A breach of the Confidentiality clause or violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. On an actual or threatened breach or violation, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.