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A buy-sell reseller agreement under ADGM law with the ADGM Courts (or ADGM-seated arbitration): the Supplier appoints the Reseller (non-exclusively, as sole reseller or exclusively) to buy Products at a discount and resell them in a Territory in its own name, with ordering, pricing, trade mark licence, end-customer terms, warranty and support, and post-termination sell-off.
Abu Dhabi Global Market (ADGM)
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 — Supplier legal name and details] (the "Supplier") and [TO BE CONFIRMED — Reseller legal name and details] (the "Reseller").
"Products" means [TO BE CONFIRMED — Products the Reseller may resell].
"Territory" means [TO BE CONFIRMED — Territory in which the Reseller may resell].
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"Renewal Period" means each successive period of 12 months.
"Non-Renewal Notice Period" means three months.
"Discount" means [TO BE CONFIRMED — Reseller discount off the Supplier's list prices].
"Currency" means [TO BE CONFIRMED — Currency of prices and payment].
"Price Change Notice Period" means 60 days.
"Payment Period" means 30 days after the date of the invoice.
"Late Payment Rate" means [TO BE CONFIRMED — Interest rate on overdue amounts].
"Delivery Terms" means [TO BE CONFIRMED — Delivery terms for physical Products (for example an Incoterms rule and place)].
"Minimum Purchase Commitment" means Products with a total net invoiced value of at least [TO BE CONFIRMED — Minimum value of Products to be ordered in each Contract Year] in each Contract Year.
"Supplier Marks" means the trade marks, trade names and logos that the Supplier applies to or uses in connection with the Products from time to time.
"End Customer Terms" means the Supplier's end-user licence, subscription or other terms of use for the Products, as the Supplier makes them available to the Reseller in writing from time to time.
"Warranty Period" means 12 months from the date of delivery to the Reseller.
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
"Cure Period" means 30 days.
"Convenience Notice Period" means [TO BE CONFIRMED — Notice to terminate without cause].
"Sell-Off Period" means the period of three months after the date on which this agreement ends.
"Arbitration Rules" means [TO BE CONFIRMED — Arbitration rules (where disputes go to arbitration)].
The Supplier appoints the Reseller as a non-exclusive authorised reseller of the Products in the Territory for the term of this agreement, and the Reseller accepts that appointment. The Supplier may itself sell the Products in the Territory and may appoint other resellers, distributors and agents there.
The Reseller buys the Products from the Supplier and resells them in its own name and for its own account. Customers to whom the Reseller resells the Products are referred to in this agreement as end customers. The Reseller decides on its own terms of resale, subject only to the express terms of this agreement.
References in this agreement to buying, selling or reselling software or other digital Products are to buying, selling or reselling licences of or subscriptions to them. The Supplier grants the Reseller a non-exclusive, non-transferable right, for the term of this agreement and any Sell-Off Period, to market and resell those licences and subscriptions to end customers in accordance with this agreement, and to distribute the related licence keys, activation codes, download links and documentation to them. The Supplier grants each end customer its licence or subscription directly, on the End Customer Terms, which the Supplier must make available to the Reseller before the Reseller first resells the relevant Product. The Reseller receives no licence to use, copy, modify or sub-license the software itself, except as reasonably needed to deliver, install or support it for end customers in accordance with this agreement.
The Reseller must not actively market or sell the Products to customers located in any territory outside the Territory that the Supplier has reserved to itself or allocated exclusively to another reseller and has notified to the Reseller in writing. This does not prevent the Reseller from responding to unsolicited orders from customers outside the Territory, including orders received through its general website.
While this agreement continues, the Reseller must not manufacture, buy for resale, sell or promote in the Territory any goods or services that compete with the Products, without the Supplier's prior written consent. This restriction ends when this agreement ends.
The Reseller has no authority to make any contract, representation or commitment on the Supplier's behalf or to accept orders in the Supplier's name.
The parties do not intend this agreement to be a commercial agency under Federal Law No. 3 of 2022 Regulating Commercial Agencies. The Reseller buys and resells the Products in its own name and for its own account, and does not represent the Supplier or act on its behalf. This applies whether or not the Reseller sells the Products outside the Abu Dhabi Global Market, including in mainland United Arab Emirates.
Neither party will apply to register this agreement, or the Reseller as the Supplier's commercial agent or distributor, in the commercial agencies register maintained by the UAE Ministry of Economy or in any similar register, and the Reseller will not hold itself out as the Supplier's registered, exclusive or sole agent. If the Reseller breaches this paragraph, it must at the Supplier's request promptly take every step needed to cancel any registration made, and the Supplier may terminate this agreement immediately by written notice.
The Reseller acknowledges that, because this agreement is not a registered commercial agency, it does not give the Reseller any right that the law regulating commercial agencies gives only to registered commercial agents, including any right to object to imports of the Products by others or to compensation on the expiry or termination of this agreement, except as this agreement expressly provides.
The Supplier may change the specification of any Product, or discontinue any Product, by giving the Reseller at least 90 days' written notice, or any shorter notice that is reasonable where the change is required by law or for safety reasons. The Supplier must either fulfil orders for a discontinued Product that it accepted before the notice, or supply a substitute of equivalent or better quality and functionality on the same terms. Products may be added to the Products only by written agreement between the parties.
The price payable by the Reseller for a Product is the Supplier's list price for that Product in the Territory current on the date the Supplier accepts the order, less the Discount. The Supplier may change its list prices by written notice given at least the Price Change Notice Period before the change takes effect. A change does not affect any order accepted before it takes effect.
The Reseller is free to set its own resale prices for the Products. The Supplier may recommend resale prices, but a recommendation is not binding, and the Supplier must not impose a fixed or minimum resale price, or make the supply of Products, the Discount or any other benefit conditional on the prices at which the Reseller resells the Products.
The Supplier may invoice for physical Products from dispatch, and for digital Products when they are made available. Each invoice must be paid in the Currency, in cleared funds and without deduction, to the account named on it within the Payment Period. All prices are stated without value added tax. If value added tax under the law of the United Arab Emirates, or any other tax or duty, is chargeable on a supply, the Reseller must pay it as well on receipt of a valid tax invoice, and each party must provide the registration details the other needs for that purpose. Where the law obliges the Reseller to account for the tax itself, it must do so and the Supplier's invoice may say so.
If the Reseller disputes an invoice in good faith, it must notify the Supplier in writing, giving its reasons, within 14 days after receiving the invoice, and must pay the undisputed part when due. The parties must try in good faith to resolve the dispute promptly, and any amount found to be due must be paid within 10 business days after the dispute is resolved.
If the Reseller does not pay an undisputed amount when due, the Supplier may, after giving at least 10 business days' written notice, suspend further deliveries until all overdue amounts have been paid.
Interest runs on every overdue sum at the Late Payment Rate, as simple interest accruing daily from the due date until actual payment, both before and after any judgment. The parties record that the rate is a proportionate commercial charge for late payment, fixed to protect the Supplier's legitimate interest in being paid on time, and that it is not intended as a penalty. Interest is in addition to the Supplier's right to suspend deliveries under the Prices and Payment clause, and it applies only to the extent that the rules of English common law on penalties, as applied in the ADGM, allow.
The Reseller may order Products by submitting a written purchase order, including through any ordering system the Supplier makes available, stating the Products, quantities, requested delivery date and delivery address. An order is binding only when the Supplier accepts it in writing or by delivering the Products. The Supplier must not unreasonably refuse or delay acceptance of an order for Products that are generally available.
Each accepted order is a separate contract for the sale of the Products in it, on the terms of this agreement. Terms in or referred to by any purchase order, acknowledgement or other document of either party have no effect unless both parties agree them in writing. The Reseller may not cancel or change an accepted order without the Supplier's written consent.
The Supplier must deliver physical Products in accordance with the Delivery Terms, and risk in them passes to the Reseller as the Delivery Terms provide. Delivery dates are estimates, but the Supplier must use reasonable endeavours to meet them and must promptly notify the Reseller of any expected delay. The Reseller must notify the Supplier of any shortfall or visible damage within 10 business days after delivery. This does not affect the Product Warranty clause.
Title to physical Products passes to the Reseller on delivery in accordance with the Delivery Terms.
Software, licence keys and other digital Products are delivered when the Supplier makes them available for download or activation by the Reseller or the end customer. Software is licensed to the end customer under the End Customer Terms and not sold, and nothing in this agreement transfers ownership of any software or its intellectual property rights.
In this agreement, "Contract Year" means each period of 12 months starting on the date of this agreement or on an anniversary of it. The Reseller must order Products to at least the value of the Minimum Purchase Commitment in each Contract Year.
If the Reseller does not meet the Minimum Purchase Commitment in a Contract Year, the Supplier may, by written notice given within 60 days after the end of that Contract Year, either convert a sole or exclusive appointment into a non-exclusive one or terminate this agreement on at least 30 days' notice. These are the Supplier's only remedies for the shortfall.
The Reseller must use reasonable endeavours to promote and sell the Products in the Territory, and must maintain sufficient trained sales and technical personnel, premises and facilities to market, sell and support the Products effectively.
The Reseller must not make any representation, warranty or promise about the Products other than those in the Supplier's current product documentation or approved by the Supplier in writing, must not engage in any misleading or deceptive practice, and must conduct its business in a way that does not harm the reputation of the Products or the Supplier.
The Reseller must keep complete and accurate records of its sales of the Products, including the identity of end customers where needed to support warranty claims, recalls or licence compliance. Within 15 days after the end of each calendar quarter, it must give the Supplier a written sales report in the form the Supplier reasonably requires and, on reasonable request, a non-binding forecast of its expected orders for the following three months.
The Reseller is responsible, at its own cost, for obtaining and maintaining every licence, registration and permit it needs to import (where it imports), store, market and sell the Products in the Territory.
Each party warrants that neither it nor anyone acting for it has offered, promised, paid, requested or accepted a bribe or any other improper advantage in connection with this agreement, whether to or from a public official or a private person, and must comply with the anti-bribery and anti-corruption laws that apply to it, including the criminal law of the United Arab Emirates as it applies in the ADGM. Each party must keep accurate books and records of payments made under this agreement, apply a gifts and hospitality policy that stops any gift or entertainment from being used to influence a decision, and tell the other party at once if it learns of a breach of this clause or receives a request for an improper payment. A party that reasonably suspects a breach by the other may require evidence of compliance, and a proved breach is a material breach that cannot be remedied.
Each party must comply with the sanctions, export control and customs laws that apply to the Products and to its own activities, including the targeted financial sanctions and lists issued or implemented by the competent authorities of the United Arab Emirates. The Reseller must screen its end customers and intermediaries against those lists before selling, must not sell, re-export or divert any Product to a sanctioned person, a sanctioned territory or a prohibited end use, and must obtain every export and import licence its own activities need. Either party may suspend performance without liability to the extent that continuing would breach a sanctions law that applies to it, and must give the other prompt written notice of the suspension and its reason.
The Reseller must ensure that, before any end customer uses a Product for which the Supplier has made End Customer Terms available, the end customer has been given and has accepted those End Customer Terms in the manner the Supplier reasonably requires. For software, licence keys and other digital Products this applies however they are delivered, including by download, licence key or activation code, and acceptance must be obtained before the end customer first downloads, installs, activates or uses them, unless the Supplier's own download, installation or activation process obtains it. The Supplier may update the End Customer Terms by written notice, and an update applies to sales made after the notice takes effect. The Reseller must promptly notify the Supplier of any breach of the End Customer Terms that comes to its attention.
The Reseller contracts with end customers in its own name and is solely responsible for its terms of sale to them. Those terms must not purport to bind the Supplier, or give any end customer rights against the Supplier beyond those in the Supplier's own warranty and the End Customer Terms.
If the Reseller gives an end customer any warranty, commitment or remedy about the Products that is more extensive than the Supplier's own, it does so in its own name and at its own risk, and the Supplier has no liability for it.
The Supplier grants the Reseller a non-exclusive, non-transferable, royalty-free licence, for the term of this agreement and any Sell-Off Period, to use the Supplier Marks in the Territory solely to identify, advertise and resell the Products, in accordance with any brand guidelines the Supplier gives the Reseller in writing. The Reseller may not sub-license the Supplier Marks.
The Reseller must not alter, remove or obscure any Supplier Mark or other marking on the Products or their packaging; use any Supplier Mark as part of its company, trading or domain name or social media identifier without the Supplier's written consent; or register, or apply to register, any Supplier Mark or any mark, name or domain name confusingly similar to one, in any country. All use of the Supplier Marks by the Reseller, and the goodwill it generates, benefits the Supplier.
The Supplier must provide the Reseller, free of charge, with reasonable quantities of its standard marketing materials, product information and sales training for the Products. The Reseller may produce its own marketing materials for the Products, but must submit any material that uses a Supplier Mark to the Supplier for approval before first use. The Supplier must not unreasonably withhold or delay its approval.
The Supplier and its licensors own all intellectual property rights in the Products and the Supplier Marks. Except for the licence of the Supplier Marks and the rights to resell the Products granted in this agreement, nothing in this agreement grants the Reseller any right in them.
Each party must promptly notify the other of any actual or suspected infringement of the Supplier Marks or the Supplier's other intellectual property rights in the Territory, and of any claim that a Product infringes a third party's rights, that comes to its attention. The Supplier decides whether and how to act, at its own cost, and the Reseller must give reasonable assistance at the Supplier's expense.
The Supplier warrants to the Reseller that each Product will, on delivery and for the Warranty Period, conform in all material respects to its published specification and be free from material defects in design, materials and workmanship.
If a Product does not comply with that warranty and the Reseller notifies the Supplier within the Warranty Period, the Supplier must, at its option and cost, repair or replace the Product or refund or credit its price, and must reimburse the Reseller's reasonable costs of returning it. The Supplier must provide the same remedy, through the Reseller, for Products resold to end customers.
The Supplier is not liable for a failure to comply with that warranty to the extent it is caused by fair wear and tear, misuse, accident, failure to follow the Supplier's instructions, improper storage or handling by the Reseller or an end customer, or any modification or repair not made or authorised by the Supplier.
A claim under the Product Warranty clause must be notified in writing within the Warranty Period, and a claim for visible damage or shortage within the period in the Orders and Delivery clause. A claim that is not notified in time is lost to the extent the law permits. Nothing in this clause shortens the period within which proceedings for a claim must be started under the law that governs this agreement.
The Supplier is responsible for ensuring that the Products, as supplied, comply with the laws of the Territory that apply to their design, manufacture, composition, labelling and safety, and must give the Reseller the information it reasonably needs to market them lawfully. The Reseller is responsible for complying with the laws that apply to its own storage, marketing and resale of the Products.
If the Supplier or a competent authority decides that a Product must be recalled or withdrawn from the market, the Reseller must cooperate promptly, including by contacting affected end customers and following the Supplier's reasonable instructions. The Supplier must bear the reasonable direct costs of the recall, except to the extent that it results from the Reseller's breach of this agreement.
Except as expressly stated in this agreement, and to the fullest extent permitted by applicable law, all other warranties and conditions about the Products, whether express or implied by law, custom or otherwise, are excluded.
The Reseller must provide first-line support to its end customers, meaning receiving and logging enquiries, giving basic product information and resolving routine issues using the Supplier's documentation. The Supplier must provide second-line support to the Reseller, during its normal business hours, for issues the Reseller cannot reasonably resolve, and must use reasonable endeavours to resolve them promptly.
The Supplier must indemnify the Reseller against all losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim that the Products, or the Reseller's use of the Supplier Marks in accordance with this agreement, infringe that third party's intellectual property rights in the Territory. This indemnity does not apply to the extent the claim arises from a modification of a Product not made by or for the Supplier, the combination of a Product with items not supplied or specified by the Supplier, or the Reseller's breach of this agreement.
If a Product is, or in the Supplier's reasonable opinion is likely to become, the subject of an infringement claim, the Supplier may at its own cost obtain the right for the Product to continue to be sold and used, modify or replace it so that it no longer infringes without material loss of functionality, or, if neither is reasonably possible, withdraw it and refund the price paid for any affected units that the Reseller returns.
The Reseller must indemnify the Supplier against all losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim arising from a warranty, representation or commitment about the Products that the Reseller gives without the Supplier's authority, or from the Reseller's breach of the Compliance clause.
A party seeking to rely on an indemnity in this clause must promptly notify the other of the claim, allow the other to conduct the defence and settlement of the claim, give it reasonable assistance at its expense, and make no admission about the claim without its consent. The indemnifying party must not settle a claim in a way that imposes any liability or admission on the indemnified party without its consent, which must not be unreasonably withheld. The indemnified party must take reasonable steps to mitigate its loss.
Each party must keep confidential all non-public information about the other party's business, products, prices, customers and plans that it receives in connection with this agreement (Confidential Information), and use it only to perform this agreement. A party may disclose Confidential Information to its employees, professional advisers, insurers and subcontractors who need to know it and are bound by duties of confidentiality, or where disclosure is required by law, a court or a regulator. Confidential Information does not include information that the receiving party can show is or becomes public other than through its breach, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. This clause continues for three years after this agreement ends, and for as long as any trade secret remains a trade secret.
Each party must comply with the ADGM Data Protection Regulations 2021, and with any other data protection law that applies to it, in handling personal data in connection with this agreement. For personal data about end customers and about the other party's staff, each party is a controller in its own right and may use that data only to perform this agreement, give warranty and support services, run a recall, and meet its legal duties. A party that discloses personal data to the other must have a lawful basis for the disclosure and must have given the individuals the information the Regulations require. Each party must also carry out any registration, fee payment or notification that the Regulations require of it as a controller, report a personal data breach to the competent authority and, where the Regulations require, to the individuals affected, and transfer personal data outside the ADGM only on a basis that the Regulations permit. If one party is to process personal data for the other as a processor, the parties must first sign written processing terms that meet the Regulations.
Nothing in this agreement limits or excludes either party's liability for fraud, wilful misconduct or gross negligence, for death or personal injury caused by its negligence, or for any other liability that cannot be limited or excluded under applicable law.
Except for the liabilities described in the first paragraph of this Liability clause, neither party is liable to the other, whether in contract, tort, under statute or otherwise, for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, and each party's total aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. These limits do not apply to the Reseller's obligation to pay for Products, or to either party's obligations under the Indemnities clause.
This agreement starts on the date of this agreement and continues for the Initial Term. It then renews automatically for successive Renewal Periods unless either party gives the other written notice of non-renewal at least the Non-Renewal Notice Period before the end of the Initial Term or the current Renewal Period.
Either party may terminate this agreement immediately by written notice if the other party commits a material breach of this agreement that cannot be remedied, or that can be remedied but is not remedied within the Cure Period after written notice describing the breach and requiring it to be remedied.
Either party may terminate this agreement by written notice with immediate effect if the other (a) admits in writing that it cannot pay its debts as they fall due, or is deemed unable to pay them under the insolvency law that governs it; (b) enters liquidation, administration, receivership or a similar procedure, or proposes a scheme of arrangement or composition with its creditors; (c) is the subject of a petition or application for any such procedure that is not dismissed within 30 days; or (d) stops, or announces that it will stop, carrying on all or most of its business, other than for a solvent reorganisation. For a party registered in the ADGM, the procedures meant in (b) are those of the ADGM insolvency regime. The right in this clause applies only to the extent that the insolvency law governing the affected party permits termination on these grounds.
Either party may terminate this agreement without cause by giving the other written notice of at least the Convenience Notice Period.
When this agreement ends, the Reseller's appointment ends, the Reseller must stop holding itself out as an authorised reseller of the Products, and its licence to use the Supplier Marks ends, in each case except as the Sell-Off and Inventory clause allows. All unpaid invoices become due immediately, and each party must on request return or destroy the other's Confidential Information, subject to any legal duty to retain it.
Orders accepted before this agreement ends must be fulfilled and paid for on the terms of this agreement, unless the Supplier terminated this agreement for the Reseller's material breach or insolvency, in which case the Supplier may cancel any undelivered order by written notice.
Expiry or termination of this agreement in accordance with its terms gives neither party any claim to compensation, an indemnity, or damages for lost goodwill, clientele, investment or anticipated profit. English common law, which governs this agreement, implies no payment of that kind. This is subject to any right that a mandatory rule of a place where the Reseller sells the Products gives the Reseller despite the choice of law, and the Reseller must tell the Supplier promptly if it considers that such a rule applies.
The end of this agreement does not affect any rights and remedies that have accrued by then, or the continued force of any provision intended to survive it, including the provisions on payment, product warranty, indemnities, confidentiality, liability, notices and disputes.
During the Sell-Off Period, the Reseller may continue to sell, in the ordinary course of its business and on the terms of this agreement, any Products it holds in stock or has ordered when this agreement ends, and may use the Supplier Marks for that purpose only. This right does not apply if the Supplier terminated this agreement for the Reseller's material breach or insolvency.
After this agreement ends, the Supplier must continue to honour its warranty for Products sold by the Reseller, and the parties must cooperate reasonably to transfer any continuing support of end customers in an orderly way.
A party is excused from performing an obligation, except an obligation to pay money, for as long as an event outside its reasonable control prevents or delays it, provided that the party affected gives the other prompt notice of the event and of its likely duration, uses reasonable efforts to avoid or reduce the effect, and resumes performance as soon as it can. If the event continues for more than 90 days, either party may end this agreement by written notice. English common law, as applied in the ADGM, recognises no general excuse of this kind, so the excuse exists only as this clause defines it.
A notice under this agreement must be written and sent by hand, by courier, or by email to the address that a party has given in [TO BE CONFIRMED — Supplier notice address and email] (for the Supplier) or [TO BE CONFIRMED — Reseller notice address and email] (for the Reseller), or to a new address that the recipient has notified. Delivery by hand or courier takes effect when the item is left at the address. An emailed notice takes effect when sent unless a bounce-back arrives, but a notice of breach, termination or non-renewal sent by email must also be sent by courier, and the courier copy governs the time at which it takes effect. If receipt falls outside business hours in the place of delivery, the notice takes effect when business hours next begin. Proceedings in the ADGM Courts are served under the rules of those courts, not under this clause.
Neither party may assign, transfer or subcontract any of its rights or obligations under this agreement without the other party's prior written consent, which must not be unreasonably withheld or delayed, except that either party may assign this agreement on written notice to a successor to all or substantially all of the business to which this agreement relates.
Nothing in this agreement creates a partnership, joint venture, franchise, employment or fiduciary relationship between the parties.
This agreement contains everything the parties have agreed on its subject. It replaces earlier negotiations, understandings and agreements about the same subject, and each party confirms that it did not enter into it in reliance on any statement or assurance outside its text. This does not exclude liability for a fraudulent statement. Under English common law, as it applies in the ADGM, an entire agreement clause does not shield a party against its own fraud, and the parties intend this clause to be read with that limit.
Each party represents that it is validly incorporated or registered and in good standing under the law of its place of incorporation, including, for a company registered in the ADGM, the ADGM Companies Regulations 2020, and that it holds every licence it needs to carry on the business described in this agreement. The persons who sign for it are authorised to bind it, and it will give the other party a certified copy of the board resolution or power of attorney that shows that authority if the other party asks. A party must tell the other at once if a licence lapses or its registration is suspended.
A variation of this agreement is effective only if it is in writing and signed by authorised representatives of both parties. A waiver is effective only if it is in writing and applies only to the circumstance for which it is given. If any provision of this agreement is invalid or unenforceable, the rest of this agreement remains in force. A person who is not a party to this agreement has no right to enforce any of its terms. This agreement may be signed in counterparts and by electronic signature.
This agreement takes effect on signature, and neither party needs to register it, attest it before a notary or pay a stamp charge for it to be valid between them. A party that later needs the agreement attested, legalised or translated for use before an authority or court outside the ADGM may require the other party to cooperate, and bears the cost itself.
English common law, as it is applied in the Abu Dhabi Global Market through the Application of English Law Regulations 2015 and the enactments of the ADGM itself, governs this agreement and every non-contractual obligation connected with it. Any dispute about the agreement, including a question about its formation, validity, performance or termination, is to be decided by the ADGM Courts, which have exclusive jurisdiction. Neither party may start proceedings on such a dispute in any other court, except to enforce an ADGM Courts judgment or to obtain interim relief in the place where the other party's assets are located.
Where the Reseller is not established in the ADGM, it irrevocably appoints [TO BE CONFIRMED — Reseller's agent for service of process in the ADGM] as its agent to accept service of any claim form or other document in proceedings before the ADGM Courts, and must keep an agent in the ADGM for so long as this agreement, or any liability under it, continues. Service on that agent is good service on the Reseller whether or not the agent passes the document on. The Reseller must replace the agent within 10 business days if it ceases to act.
Each party accepts that a judgment of the ADGM Courts, or an award made under this agreement, may have to be enforced where the other party or its assets are located, including elsewhere in the United Arab Emirates, and it agrees not to object to that enforcement on the ground of the forum it chose. The party seeking enforcement must meet the costs of any translation, attestation or legalisation of documents that the enforcing court requires, and may recover them from the other party as part of the costs of enforcement.