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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.
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 — Customer legal name and details] (the "Customer") and [TO BE CONFIRMED — Supplier legal name and details] (the "Supplier").
"Services" means [TO BE CONFIRMED — Services scope].
"Deliverables" means [TO BE CONFIRMED — Deliverables].
"Commencement Date" means
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"Completion Date" means [TO BE CONFIRMED — Completion Date].
"Milestones" means [TO BE CONFIRMED — Milestones and target dates].
"Fees" means [TO BE CONFIRMED — Fees and pricing basis].
"Invoice Schedule" means [TO BE CONFIRMED — Invoice schedule].
"Payment Period" means 30 days after receipt of a valid invoice.
"Expense Arrangement" means reasonable pre-approved out-of-pocket expenses are reimbursable at cost.
"Acceptance Period" means 10 Business Days after delivery.
"Customer Dependencies" means [TO BE CONFIRMED — Customer dependencies].
"Change Control Process" means a written change request describing the change, impact on Fees and timetable, and signed approval by both parties before work starts.
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
"Extended Force Majeure Period" means 60 days.
"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 Jurisdiction 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 provide the Services with reasonable skill, care and diligence, using personnel with appropriate skills and experience, and in accordance with the agreed Milestones, if any.
The Supplier shall start the Services on the Commencement Date and use reasonable endeavours to complete them by the Completion Date. The Completion Date is a target unless this agreement expressly states that time is of the essence.
The Customer shall give the Supplier timely access, information, decisions and cooperation reasonably needed to provide the Services. The Customer shall be responsible for the Customer Dependencies, if any.
If the Customer delays or fails to provide a Customer Dependency and that materially affects the Services, the Supplier shall promptly notify the Customer. The parties shall make a reasonable adjustment to the timetable and, where the Supplier reasonably incurs additional cost, the Fees through the Change Control Process.
Either party may request a change to the Services, Deliverables, Fees or timetable. No change is binding unless approved in writing under the Change Control Process. Until then, the Supplier shall continue to perform the unchanged Services.
The Customer shall pay the Fees in accordance with the Invoice Schedule. The Supplier may invoice only in accordance with that schedule and each invoice must contain sufficient reasonable supporting detail.
The Customer shall pay each undisputed valid invoice within the Payment Period. If the Customer disputes an invoice in good faith, it shall notify the Supplier promptly with reasons and pay the undisputed amount by the due date. The parties shall work promptly and in good faith to resolve the dispute.
The Fees are exclusive of VAT and other transaction taxes properly chargeable by the Supplier. The Customer shall pay those taxes against a valid tax invoice. Each party is responsible for taxes imposed on its own income, profits, personnel and property.
Expenses shall be dealt with in accordance with the Expense Arrangement. The Supplier shall provide reasonable evidence of reimbursable expenses on request.
The Supplier shall deliver each Deliverable to the Customer for review. The Customer shall, within the Acceptance Period, either accept it or give a written notice identifying material non-conformities with the agreed requirements.
If the Customer gives a valid non-conformity notice within the Acceptance Period, the Supplier shall promptly correct the identified non-conformities and redeliver the affected Deliverable. The Customer shall then have a further Acceptance Period to review it. A Deliverable is accepted when the Customer accepts it in writing or uses it in production, other than for reasonable testing.
On full payment of the Fees due for the relevant Deliverable, the Supplier assigns to the Customer all intellectual-property rights that it owns in that Deliverable, excluding Supplier Materials. The Supplier shall procure equivalent assignments from its personnel and subcontractors to the extent needed to give effect to this clause. The Supplier retains all rights in its pre-existing materials, tools, methods, know-how, templates and reusable components (Supplier Materials). To the extent Supplier Materials are incorporated in a Deliverable, the Supplier grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use them as incorporated in that Deliverable for the Customer's internal business purposes.
The Customer retains all rights in materials it provides to the Supplier. The Customer grants the Supplier a non-exclusive, non-transferable, royalty-free licence to use those materials solely as needed to provide the Services. The Customer warrants that the Supplier's authorised use of those materials will not infringe another person's rights.
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. A receiving party 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. This obligation does not apply to information that the receiving party can show is public other than through breach, already lawfully known, independently developed, or lawfully received from a third party without restriction. A party may disclose confidential information where required by law or a competent authority, if legally permitted to give prior notice.
Each party shall comply with applicable data-protection law. Where the Supplier processes personal data for the Customer in providing the Services, the Supplier shall process it only on the Customer's documented instructions, apply appropriate technical and organisational security measures, ensure authorised persons are bound by confidentiality, promptly notify the Customer of a personal-data breach, assist the Customer reasonably with data-subject and compliance obligations, and delete or return the personal data at the end of the Services unless applicable law requires retention. The Supplier shall not appoint a subprocessor without the Customer's prior written authorisation, and remains responsible for its subprocessors' compliance with this clause.
The Supplier warrants that it has authority to enter into this agreement and that the Services will materially conform to the agreed requirements for 30 days after acceptance of the relevant Deliverable. The Customer's sole remedy for breach of that warranty is for the Supplier, at its option, to re-perform the affected Services or correct the affected Deliverable. Except as expressly stated, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.
Neither party is liable to the other for loss of profit, revenue, business, anticipated savings, goodwill or data, or for indirect or consequential loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. This exclusion does not apply to loss that cannot lawfully be excluded.
Subject to the Liability clause, 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 limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited or excluded.
The Supplier may suspend affected Services on at least 10 Business Days' written notice if the Customer fails to pay an undisputed amount when due and does not remedy that failure within that notice period. The Supplier shall resume the Services promptly after payment.
Either party may terminate this agreement immediately by written notice 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 terminate this agreement immediately by written notice if the other party enters liquidation, is unable to pay its debts as they fall due, enters administration or any analogous insolvency process, except for a solvent restructuring.
Either party may terminate this agreement for convenience on 30 days' written notice. The Customer shall pay the Fees for Services properly performed and approved non-cancellable expenses properly incurred up to the termination date, but no loss of anticipated profit on unperformed Services.
On expiry or termination, the Supplier shall promptly stop the affected Services, deliver all completed and paid-for Deliverables, and return or securely delete the Customer's confidential information on request, subject to lawful retention. Expiry or termination does not affect accrued rights or provisions intended to continue, including the Intellectual Property, Confidentiality, Data Protection, Liability, Governing Law and Jurisdiction clauses.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, except for payment obligations. The affected party shall notify the other promptly and use reasonable endeavours to mitigate the effect. If the event continues for the Extended Force Majeure Period, either party may terminate the affected Services on written notice.
A notice under this agreement must be in writing and delivered by hand, prepaid recorded delivery post or reputable courier to the Customer at [TO BE CONFIRMED — Customer notice address] or to the Supplier at [TO BE CONFIRMED — Supplier notice address], or to another address notified for this purpose. A notice is deemed received when delivered, or, if sent by post or courier, two Business Days after dispatch. This clause does not apply to service of legal proceedings.
Neither party may assign or transfer this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed, except to an affiliate or as part of a bona fide sale of all or substantially all of its business or assets. The Supplier may subcontract parts of the Services but remains responsible for its subcontractors' performance.
This agreement is the entire agreement between the parties about its subject matter and supersedes earlier discussions and arrangements about it, 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. Each party acknowledges that it has not relied on a statement or representation not set out in this agreement, but nothing limits liability for fraud or fraudulent misrepresentation. A variation must be 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.
A person who is not a party to this agreement has no right to enforce any of its terms.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Abu Dhabi Global Market. The courts of Abu Dhabi Global Market have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any non-contractual dispute.