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SUPPLY OF SERVICES AGREEMENT

AGREEMENT DETAILS

DATE: 25 April 2023

Agreement No. [INSERT PROCUREMENT TEAM REFERENCE NUMBER]

Customer: STRATEGIC AND PRECIOUS METALS PROCESSING FZC

LLC a company registered in the SULTANATE OF OMAN, with
registration number 1199095 (SPMP)

Customer’s address: PO BOX 587, POSTAL CODE 322, FALAJ AL QABAIL, SOHAR,
SULTANATE OF OMAN

Customer’s representative: Name: [INSERT NAME]

Title: [INSERT TITLE]

Email: [INSERT EMAIL]

Telephone: [INSERT NUMBER]

Postal Address: [INSERT POSTAL ADDRESS]

Supplier: [INSERT SUPPLIER NAME] L.L.C, a company registered in the

Sultanate of Oman, with registration number [INSERT SUPPLIER CR
NUMBER]

Supplier’s address: [INSER SUPPLIER ADDRESS]

Supplier’s representative: Name: [INSERT NAME]

Title: [INSERT TITLE]

Email: [INSERT EMAIL]

Telephone: [INSERT NUMBER]

Postal Address: [INSERT POSTAL ADDRESS]

Services Start Date: The date the Agreement is entered into by the parties.

Services: [INSERT DESCRIPTION], as further detailed in Schedule 1.

Fees: The fees for the Services set out in the Supplier’s price list acceptable to
the Customer and enclosed as Schedule 2.

Special terms: In the Conditions:

(a) Clause [NUMBER] deleted: The entire text of clause [NUMBER] is

deleted and replaced with the words “Not used”.

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(b) Clause [NUMBER] added: This clause is inserted into the

Conditions: [NEW CLAUSE].

(c) Clause [NUMBER] amended: This clause is amended to read as

follows: [AMENDED CLAUSE IN FULL].

Schedules: Schedule 1: Services.

Schedule 2: Fees.

1. This Agreement is made up of the following:

 
(a) The Agreement Details.
 
(b) The Conditions.
  
(c) The Schedules specified in the Agreement Details.
 
2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1
above, a term contained in a document higher in the list shall have priority over one contained in a
document lower in the list.
 
This Agreement has been entered on the date stated at the beginning of it.
 

…………………………………… ……………………………………
….. …..

Signed by: Steven Mark Din Signed by: Amer Al Jabri

for and on behalf of SPMP for and on behalf of SPMP

…………………………………… …………………………………… ……………………………………

….. ….. …..

Signed by [INSERT NAME OF Signed by [INSERT NAME OF Reviewed by [INSERT NAME OF

DIRECTOR] DIRECTOR] DIRECTOR]

for and on behalf of [INSERT for and on behalf of [INSERT for and on behalf of [INSERT
NAME OF SUPPLIER] NAME OF SUPPLIER] NAME OF SUPPLIER]

AGREED TERMS

1. INTERPRETATION  
1.1. Definitions:

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Agreement: the contract between the Customer and the Supplier for the supply of the Services in
accordance with the Agreement Details, these Conditions and any Schedules.

Business Day:  a day other than a Friday, Saturday or public holiday in Muscat, Sultanate of Oman.

Conditions:  these terms and conditions set out in Clause 1. (Interpretation) to Clause 13. (General)
(inclusive).

Confidential Information: all confidential information (however recorded, preserved or disclosed)

disclosed or made available directly or indirectly, by a party or its Representatives to the other party
and its Representatives, including:

a) the existence and terms of this Agreement;

b) any information that would be regarded as confidential by a reasonable business

person relating to and including:

(i) all information (including Know-How) whether or not confidential and in

whatever form held which in any way relates to the operations,
management, administration or financial affairs of either party (including
business plans or forecasts, information relating to future business
development or planning);

(ii) business, affairs, customers, clients, suppliers, plans, intentions, or market

opportunities of a party; and

(iii) Intellectual Property Rights and the operations, processes, product

information, Know-How, or trade secrets of a party;

c) any information of a proprietary nature provided to or acquired by either party in

the course of fulfilling this Agreement; and

d) any information or analysis derived from Confidential Information;

but not including any information that:

e) is or becomes generally available to the public other than as a result of its disclosure
by a party or its Representatives in breach of this Agreement or of any other
undertaking of confidentiality addressed to the party to whom the information
relates (except that any compilation of otherwise public information in a form not
publicly known shall nevertheless be treated as Confidential Information); or

f) was lawfully in the possession of the relevant party before the information was
disclosed to it by the other party; or

g) the parties agree in writing is not confidential or may be disclosed; or

h) is developed by or for a party independently of the information disclosed by the

other party,

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The foregoing exceptions set out above at e) to h) will not apply to:

(j) specific information merely because it is embraced by more general information which
falls within any one or more of such exceptions; and

(k) any combination of features merely because individual features (but not the
combination itself) fall within any one or more of such exceptions.

Customer Materials:  all materials, equipment and tools, drawings, specifications and data supplied
by the Customer to the Supplier.

Deliverables:  all goods, documents, products and materials developed or supplied by the Supplier or
its Representatives as part of or in relation to the Services in any form, including without limitation
spare parts, lubricants, solvents, equipment, computer programs, data, reports and specifications
(including drafts).

Fees:  the fees payable by the Customer for the supply of the Services and Deliverables by the
Supplier, as set out in the Agreement Details and Schedule 2.

Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and
neighbouring and related rights, trademarks and service marks, business names and domain names,
rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition,
rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential
Information (including Know-How and trade secrets) and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the future in any part
of the world.

Know-How: all information which is used in or in connection with a party’s business, existing in any
form (including, but not limited to that comprised in or derived from specifications, experience,
drawings, manuals, component lists, instructions, designs, brochures, catalogues and other
descriptions).

Representatives: employees, agents, consultants, officers and professional advisers.

Services:  the services, including without limitation any Deliverables, to be provided by the Supplier
pursuant to the Agreement, as described in Schedule 1.

Services Start Date:  the day on which the Supplier is to start provision of the Services, as set out in
the Agreement Details.

Supplier IPRs:  all Intellectual Property Rights either subsisting in the Deliverables (excluding any
Customer Materials incorporated in them) or otherwise necessary or desirable to enable a Customer to
receive and use the Services.

1.2. Interpretation:
1.2.1. References in this Agreement to:
a) a person includes an individual, an undertaking, any corporate body and also any
unincorporated association, whether or not carrying on a trade or business, together with
that person’s legal representatives and successors;

b) Agreement details, Clauses, and Schedules are, unless the context requires, references to
Agreement details and Clauses and Schedules to this Agreement.

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c) The words include or including will be deemed to be followed by without limitation or

but not limited to whether or not they are followed by such phrases or words of similar
report;

d) a party will include its permitted assigns, transferees and successors in title;

e) a reference to writing or written includes fax and email;

f) any Royal Decree, Ministerial Decision, enactment, ordinance or regulation including any
amendment or replacement thereof will be a reference to those issued as of the date of this
Agreement.

1.2.2. Any obligation in this Agreement on a person not to do something includes an obligation not to
agree, allow, permit or acquiesce to that thing being done.

1.2.3. The headings in this Agreement are intended to be used for convenience of reference only and
shall not affect the interpretation.

2. COMMENCEMENT AND TERM  

 
The Agreement shall commence on the date when it has been signed by both parties and shall
continue, unless terminated earlier in accordance with its terms, until the [first] anniversary of the
Services Start Date.

3. SUPPLY OF SERVICES  

3.1. The Supplier shall supply the Services to the Customer from the Services Start Date in
accordance with the Agreement.

3.2. In performing the Services, the Supplier shall meet, and time is of the essence as to, any
performance dates or timeframes specified in Schedule 1 or as agreed between the parties from
time to time.

3.3. In supplying the Services, the Supplier shall:

 
a) perform the Services with the highest level of care, skill and diligence in accordance with best
practice in the Supplier’s industry, profession or trade;

b) co-operate with the Customer in all matters relating to the Services, and comply with all
instructions of the Customer;

c) appoint or, at the written request of the Customer, replace without delay a manager, who shall
have authority to contractually bind the Supplier on all matters relating to the Services;

d) only use personnel who are suitably skilled and experienced to perform the tasks assigned to
them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled;

e) ensure that it obtains, and maintains all consents, licences and permissions (statutory,
regulatory, contractual or otherwise) it may require, and which are necessary to enable it to
comply with its obligations in the Agreement;

f) ensure that the Services and Deliverables shall conform in all respects with the service
description set out in Schedule 1 and that the Deliverables shall be fit for any purpose that the
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Customer expressly or impliedly makes known to the Supplier;

g) provide all equipment, tools, vehicles and other items required to provide the Services;

h) ensure that the Deliverables, and all goods, materials, standards and techniques used in
providing the Services are of the best quality and are free from defects in workmanship,
installation and design;

i) comply with all applicable laws, statutes, regulations and codes from time to time in force;
 
j) observe all health and safety rules and regulations and all security policies or requirements
that apply at any of the Customer’s premises from time to time and are notified to the
Supplier or instructed by any of the Customer’s Representatives;

k) be liable and bear the expenses for medical insurance, accommodation, food, lodging and
local transportation of its employees engaged in the provision of the Services;

l) hold all Customer Materials in safe custody at its own risk, maintain the Customer Materials
in good condition until returned to the Customer, and not dispose of or use the Customer
Materials other than in accordance with the Customer’s written instructions or authorisation;
and

m) not do or omit to do anything which may cause the Customer to lose any licence, authority,
consent or permission on which it relies for the purposes of conducting its business.
 
4. CUSTOMER’S RIGHTS AND OBLIGATIONS  

4.1. The Customer shall:

a) provide such access to the Customer’s premises and data, and such offices and other facilities
as may reasonably be necessary and requested by the Supplier and agreed with the Customer
in writing in advance, for the purposes of providing the Services; and

b) provide such necessary information for the provision of the Services as the Supplier may
reasonably request.
 
4.2. A failure by the Customer to comply with the terms of the Agreement can only relieve the
Supplier from complying with its obligations under the Agreement with effect from the date on
which the Supplier notifies the Customer in writing and in detail of the Customer’s failure and its
effect or anticipated effect on the Services.

4.3. The Customer may refuse to grant access to, and remove, any of the Supplier’s personnel who do
not comply with any of the Customer’s policies, as advised from time to time, or if they otherwise
present a security threat.

4.4. The Supplier shall replace any of the Supplier’s personnel who the Customer decides have failed
to carry out their duties with reasonable skill and care. Following the removal of any of the
Supplier’s personnel for any reason, the Supplier shall ensure such person is replaced promptly
with another person with the necessary training and skills to meet the requirements of the Services.

 
5. TITLE TO DELIVERABLES AND CUSTOMER MATERIALS  

5.1. Title to any Deliverables that are goods or in any physical media on which Deliverables are

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stored and title to any goods or materials transferred to the Customer as part of the Services shall
pass to the Customer on the earlier of their delivery to the Customer or payment of the Fees for
them. The Supplier transfers the Deliverables and all such goods and materials to the Customer
free from all liens, charges and encumbrances.

5.2. All Customer Materials are the exclusive property of the Customer.

6. INTELLECTUAL PROPERTY

6.1. Unless agreed otherwise, the Supplier and its licensors shall retain ownership of all Supplier
IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in
the Customer Materials.

6.2. The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully
paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Supplier IPRs for
the purpose of receiving and using the Services during the term of the Agreement and for the
duration of any exit assistance services provided under Clause 11. (b).

6.3. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable
licence to copy and modify the Customer Materials for the term of the Agreement for the purpose
of providing the Services to the Customer in accordance with the Agreement.

6.4. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and
losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss
of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all
other professional costs and expenses) suffered or incurred by the Customer arising out of or in
connection with any claim brought against the Customer for actual or alleged infringement of a
third party’s rights (including any Intellectual Property Rights) arising out of, or in connection
with, the receipt, use or onward supply of the Services by the Customer and its licensees and sub-
licensees. This Clause 6.4. shall survive termination of the Agreement.

 
7. FEES AND PAYMENT

7.1. In consideration for the provision of the Services, the Customer shall pay the Supplier the Fees in
accordance with this Clause 7..

7.2. All payments due under this Agreement will be paid in Omani Riyals.

7.3. The Supplier shall submit invoices for the Fees to the Customer monthly in arrears, on or after
the intervals specified in Schedule 2. Each invoice shall include all supporting information
reasonably required by the Customer.

7.4. The Customer shall pay each invoice which is properly due and submitted to it by the Supplier,
within 60 days of receipt, to a bank account nominated in writing by the Supplier.

7.5. The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier
to the Customer against any liability of the Customer to the Supplier, whether either liability is
present or future, liquidated or unliquidated, and whether or not either liability arises under the
Agreement. Any exercise by the Customer of its rights under this Clause 7.5. shall not limit or
affect any other rights or remedies available to it under the Agreement or otherwise.

8. AUDIT

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8.1. The Supplier shall allow the Customer (or its professional advisers) to access the Supplier’s
premises, personnel, systems and relevant records to verify that the Fees and any other sums
charged to the Customer under this agreement are accurate.

8.2. The Supplier shall provide the Customer (and its professional advisers) with all reasonable co-
operation, access and assistance in relation to each audit.

8.3. The Customer and its professional advisers shall have the right to take copies of any records
which they reasonable require and remove such copies and the Supplier shall provide the necessary
facilities to assist in copying free of charge.

9. INSURANCE  
 
During the term of the Agreement and for a period of 2 years thereafter, the Supplier shall maintain in
force, with a reputable insurance company, professional indemnity insurance and public liability
insurance acceptable to the Customer to cover the liabilities that may arise under or in connection
with the Agreement, and shall produce to the Customer on request both the insurance certificate
giving details of cover and the receipt for the current year’s premium in respect of each insurance.
 
10.TERMINATION  

10.1. Without affecting any other right or remedy available to it, the Customer may terminate the
Agreement with immediate effect by giving written notice to the Supplier if:

a) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion
the Supplier’s capability to adequately fulfil its obligations under the Agreement has been
placed in jeopardy; or

b) the Supplier commits a breach of Clauses 3.2., 3.3 (i) and 3.3 (j)
 
10.2. Without affecting any other right or remedy available to it, either party may terminate the
Agreement with immediate effect by giving written notice to the other party if:
 
a) the other party commits a material breach of any term of the Agreement which breach is
irremediable or (if such breach is remediable) fails to remedy that breach within a period of
15 days after being notified in writing to do so; or

b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all
or a substantial part of its business.
 
10.3. Any provision of the Agreement that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of the Agreement shall remain in full force and
effect.

10.4. Termination or expiry of the Agreement shall not affect any of the rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach of the Agreement which existed at or
before the date of termination or expiry.

11.EXIT ARRANGEMENTS  
 
On termination of the Agreement for whatever reason:
 
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a) the Supplier shall immediately deliver to the Customer all Deliverables whether or not then
complete and return all Customer Materials. If the Supplier fails to do so, then the Customer
may enter the Supplier’s premises and take possession of them. Until they have been
delivered or returned, the Supplier shall be solely responsible for their safe keeping and will
not use them for any purpose not connected with the Agreement; and

b) the Supplier shall, if so requested by the Customer, provide all assistance reasonably required
by the Customer to facilitate the smooth transition of the Services to the Customer or any
replacement supplier appointed by it [including the assistance set out in the Services
Specification at Schedule 1.

12. ANTI-CORRUPTION, ANTI-BRIBERY, HUMAN RIGHTS AND HEALTH AND

SAFETY

12.1. Notwithstanding any other provision of the Agreement the Supplier shall:

12.1.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and
anti-corruption (‘Relevant Requirements’);

12.1.2. not engage in any activity, practice or conduct which would constitute an offence under any
anti-bribery and anti-corruption laws, statutes, regulations and codes which are applicable to
the Supplier or the Customer;

12.1.3. comply with the Customer’s ethics and anti-bribery policy as the Customer or any relevant
industry body may update from time to time (‘Relevant Policies’);

12.1.4. have and shall maintain in place throughout the term of this Agreement its own policies and
procedures to ensure compliance with the Relevant Requirements and the Relevant Policies
and shall enforce them where appropriate;

12.1.5. promptly report to the Customer any request or demand for any undue financial or other
advantage of any kind received by the Supplier in connection with the performance of this
Agreement; and

12.1.6. immediately notify the Customer in writing if a public official becomes an officer or
employee of the Supplier or acquires a direct or indirect interest in the Supplier.

12.2. The Supplier warrants and represents that in relation to this Agreement:

12.2.1. to the best of the Supplier’s knowledge none of its sub-suppliers or employees have given or
offered to give (directly or indirectly) to any person any bribe, gift, gratuity, commission or
other thing of value, as an inducement or reward:

a) for doing or forbearing to perform any action in relation to the Agreement; or

b) for showing or forbearing to show favour or disfavour to any person in relation to the
Agreement;

12.2.2 it shall ensure that no monies paid to it by the Customer under this Agreement shall be used
by the Supplier for bribery or similar illegal activity;

12.2.3 it does not employ, engage or otherwise use any child labour;

12.2.4 it does not use forced labour in any form (including prison, indentured, bonded or otherwise);

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12.2.5 it shall provide a safe and healthy workplace, presenting no unusual hazards given the nature
of the works to the Supplier’s workforce. Any housing provided by the Supplier shall be safe
for habitation;

12.2.6 it shall not discriminate against any employees on any ground (including race, religion,
disability or gender);

12.2.7 it shall not engage in or support the use of corporal punishment, mental, physical, sexual or
verbal abuse and does not use cruel or abusive disciplinary practices in the workplace;

12.2.8 it shall pay each employee at least a minimum wage or a fair representation of the prevailing
industry wage (whichever is the higher) and provides each employee with all legally
mandated benefits;

12.2.9 it shall comply with the laws on working hours and employment rights (if any) in all countries
in which it operates (including the country in which the Project Site is located if relevant);

12.2.10 it shall be respectful towards its employees' right to join and form independent trade unions
and freedom of association.

12.3 The Supplier shall comply with the United Nations Declaration of Human Rights and shall
maintain ethical and human rights policies which implement the Voluntary Principles on Security
and Human Rights. The policies shall incorporate an appropriate complaints procedure which
caters for any breaches of those policies. Any breach of the Supplier’s ethical and human rights
policies shall be reported to the Customer as soon as practicable.

12.4 The Supplier shall ensure that:

12.4.2 its employees and sub-suppliers undertake the Services in accordance with the Supplier's
ethical and human rights policies, and

12.4.3 its ethical and human rights policies and procedures are supported by a training package
made available to all of the Supplier's employees and sub-suppliers.

12.5 The Customer shall be entitled to undertake an audit of the Supplier and the Supplier’s employees
and sub-suppliers to ensure compliance with the provisions of this Agreement and the Supplier
shall promptly provide such information as the Customer and / or its Representative may require.

12.6 The Supplier agrees to comply with the Customer’s health, safety and environmental rules, and any
additional rules made available to the Supplier from time to time together with all applicable
statutory rules and regulations regarding these matters. The Supplier shall be responsible for
ensuring that the Supplier’s employees and sub-suppliers also comply with these rules and
regulations.

12.7 The Supplier’s representative(s) shall notify the Customer as soon as practicable of any health and
safety hazards at the Project Site. The Customer shall instruct required actions in connection with
any necessary associated safety measures or remedies.

12.8 The Supplier shall ensure that any person associated with the Supplier who is performing Services
or providing Goods in connection with this Agreement (including sub-suppliers) does so only on
the basis of a written contract which imposes on and secures from such person terms equivalent to
those imposed on the Supplier in this Clause. The Supplier shall be responsible for the observance
and performance by such persons of the Relevant Requirements and the Relevant Policies, and

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shall be directly liable to the Customer for any breach by such persons of any of the Relevant
Requirements and the Relevant Policies.

12.9 The rights and remedies of the Customer provided in this or any other Clause shall not be
exclusive and are in addition to any other rights and remedies provided by law or under this
Agreement.

13. INDEMNITY

13.1. The Supplier shall indemnify Customer from and against any and all demands, claims and
liabilities for following:
13.1.1. losses, damages, costs, expenses, claims, demands or causes of action arising out of, or in any
way connected with the Supplier's performance or non-performance of this Agreement
and/or any purchase order;
13.1.2. loss of or damage to the property of the Customer;
13.1.3. death, illness or injury to any member comprising the Customer;
13.1.4. losses, damages, costs, expenses, claims, demands or causes of action arising out of, or in any
way connected with sub-clauses above, howsoever caused, including the negligence of the
Customer and / or its Representatives, and whether sole, concurrent or contributory;
13.1.5. all liability, damages, claims, fines, penalties or other sanctions which may be imposed on
SPMP as a result of non-compliance by the Supplier of any applicable law or governmental
approval; and
13.1.6. death, illness or injury to any third party or for loss of or damage to any third party's property
and against all losses, damages, costs, expenses, claims, demands or causes of action
resulting therefrom, arising out of any act or omission on the part of the Supplier.
13.2. The Customer shall indemnify the Supplier from and against any and all of the following liabilities
to the extent that such liabilities arise wholly as a result of the negligence of SPMP and / or its
Representatives:
13.2.1. loss of or damage to the property of Supplier;
13.2.2. death, illness or injury to any member comprising the Supplier;
13.2.3. all liability, damages, claims, fines, penalties or other sanctions which may be imposed on
Supplier as a result of non-compliance by the Customer of any applicable law or
governmental approval; and
13.2.4. losses, damages, costs, expenses, claims, demands or causes of action arising out of, or in any
way connected with sub-clauses above, howsoever caused, including the negligence of the
Customer, and whether sole, concurrent or contributory.
13.3. In any event, and save as specifically provided to the contrary in any relevant document, in no
circumstances shall either party be liable in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise howsoever, and whatever the cause
thereof for any loss which may be regarded as special, indirect or consequential (howsoever
caused).

14. INADEQUACY OF DAMAGES

14.1. Without prejudice to any other rights or remedies that the Customer may have, the Supplier
acknowledges and agrees that damages alone would not be an adequate remedy for any breach
of the terms of this Agreement and/or any purchase order by the Supplier. Accordingly, the
Customer shall be entitled to the remedies of injunction, specific performance or other equitable
relief for any threatened or actual breach of the terms of this Agreement and/or any purchase
order.

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14.2. Except as expressly provided in this Agreement, the rights and remedies provided under this
Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

15. GENERAL 

15.1. Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in
performing, or failure to perform, any of its obligations under the Agreement if such delay or
failure result from events, circumstances or causes beyond its reasonable control. If the period of
delay or non-performance continues for 6 weeks, the party not affected may terminate the
Agreement by giving 14 days’ written notice to the affected party.

15.2. Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the
Agreement without the prior written consent of the Customer. If the Customer consents to any
subcontracting by the Supplier, the Supplier shall remain responsible for all acts and omissions of
its subcontractors as if they were its own.
 
15.3. Confidentiality
 
a) Each party undertakes that it shall not at any time, and for a period of fifteen years after
termination of the Agreement, disclose to any person any Confidential Information, except as
permitted by Clause 13.3 (b).

b) Each party may disclose the other party’s Confidential Information:

 
i. to its Representatives who need to know such information for the purposes of carrying out
the party’s obligations under the Agreement. Each party shall ensure that its
Representatives to whom it discloses the other party’s Confidential Information comply
with this Clause 15.3.; and

ii. to satisfy an order of a court of competent jurisdiction or to comply with the provisions
of any law or regulation in force from time to time; provided that in these
circumstances, to the extent it is legally permitted to do so, such party shall give as much
notice of this disclosure as provided further that such party will disclose only that
portion of the information which it is legally required to disclose and such party will use
its best endeavours to protect the confidentiality of such Confidential Information to the
widest extent possible in the circumstances..
 
c) Neither party shall use the other party’s Confidential Information for any purpose other than
to perform its obligations under the Agreement.
 
15.4. Entire agreement. The Agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its subject
matter.

15.5. Variation. No variation of the Agreement shall be effective unless it is in writing and signed
by the parties (or their authorised representatives).

15.6. Waiver.
a) A waiver of any right or remedy under the Agreement or by law is only effective if given in
writing and shall not be deemed a waiver of any subsequent right or remedy.

b) A failure or delay by a party to exercise any right or remedy provided under the Agreement or
by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or
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restrict any further exercise of that or any other right or remedy. No single or partial exercise
of any right or remedy provided under the Agreement or by law shall prevent or restrict the
further exercise of that or any other right or remedy.
 
15.7. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal
or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or deletion of a provision or part-provision under
this Clause 15.7. shall not affect the validity and enforceability of the rest of the Agreement.

 
15.8. Notices.

 
a) Any notice given to a party under or in connection with the Agreement shall be in writing and
shall be:
 
i. delivered by hand or by pre-paid first-class post or other next working day delivery
service at its registered office (if a company) or its principal place of business (in any
other case); or
ii. sent by email to the address specified in the contact information on the Agreement
Details.

b) Any notice shall be deemed to have been received, until proven otherwise:
 
i. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at
the proper address;

ii. if sent by next working day delivery service, at 9.00 am on the second Business Day after
posting or at the time recorded by the delivery service; and

iii. if sent by email, at the time of transmission, or, if this time falls outside business hours in
the place of receipt, when business hours resume. In this Clause 13.8(b)(iii.), business
hours mean 9.00am to 5.00pm Sunday to Thursday on a day that is not a public holiday in
the place of receipt.
   
15.9. Governing law. The Agreement, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or formation, shall
be governed by, and construed in accordance with, the law of the Sultanate of Oman.

15.10. Jurisdiction. Each party irrevocably agrees that the courts of the Sultanate of Oman shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with the Agreement or its subject matter or formation.

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SCHEDULE 1
SERVICES
[INSERT DETAILS OF THE SERVICES, CONSIDER DETAIL OF SERVICES, PERFORMANCE
DATES OR TIMEFRAMES AND DELIVERABLES]
 

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SCHEDULE 2
FEES
1.  FEES FOR THE SERVICES  
 
    [DETAILS OF THE FEES].
 
2.  INVOICING ARRANGEMENTS  
 
    [DETAILS OF WHEN INVOICES ARE TO BE RAISED FOR THE SERVICES].
 

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